Exhibit 10.5


 


Reservoir
MEDIA, INC.


2021
Omnibus Incentive Plan


Notice
of Stock Grant



 


	Participant:	[__]
	 	 
	# of Shares:	[__]
	 	 
	Date of Grant:	[__]
	 	 
	Vesting Schedule:	The Shares shall vest on [__].


 


By signing your name below, you accept the Shares
and acknowledge and agree that the Shares are granted under and governed by the terms and conditions of the 2021 Omnibus Incentive Plan,
the Award Agreement set forth on Annex I and the restrictive covenants set forth on Exhibit A thereto, each of which are
hereby made a part of this document.


 


	PARTICIPANT	 	RESERVOIR MEDIA, INC.
	 	 	 
	 	 	 
	By:		          	 	By:	                
	 	Name:	 	 	Name:
	 	 	 	 	Title:


 






     


     


    

 


RESERVOIR MEDIA, INC.


2021
Omnibus Incentive Plan


SHARE AWARD AGREEMENT


 


Pursuant to the Grant Notice (“Grant
Notice”) and this Award Agreement (as amended, supplemented or otherwise modified from time to time, this “Award Agreement”),
Reservoir Media, Inc. (together with its Subsidiaries, whether existing or thereafter acquired or formed, and any and all successor entities,
the “Company”) has granted the Participant Shares under the Reservoir Media, Inc. 2021 Omnibus Incentive Plan (the
 “Plan”) with respect to the number of Shares indicated in the Grant Notice. The Shares are granted to the Participant
effective as of the Date of Grant. Capitalized terms not explicitly defined in this Award Agreement or in the Grant Notice but defined
in the Plan shall have the same definitions as in the Plan.


 


1.     
Vesting Schedule; Settlement.


 


(a)              
Vesting Schedule. Subject to the provisions of this Award Agreement, the Shares shall vest as provided in the Grant Notice.


 


(b)              
Release. Unless otherwise determined by the Company, as a condition to the settlement of the Shares, the Participant shall
be required to execute a release of claims in favor of the Company within ten days following the Date of Grant, in form and substance
satisfactory to the Company.


 


2.     
Rights as a Stockholder. The Participant shall have voting rights with respect to the Shares.


 


3.     
Tax Withholding. The Participant shall be solely responsible for any applicable taxes (including, without limitation,
income and excise taxes) and penalties, and any interest that accrues thereon, that the Participant incurs in connection with the receipt,
vesting or settlement of the Shares granted hereunder. The Company, in its sole discretion, shall be authorized to withhold from the Award
the amount (in cash or Shares, or any combination thereof) of applicable withholding taxes due in respect of the Award, its settlement
or any payment or transfer under the Award and to take such other action (including providing for elective payment of such amounts in
cash or other property by the Participant) as may be necessary in the opinion of the Company to satisfy all obligations for the payment
of such taxes; provided, however, that no Shares shall be withheld with a value exceeding the maximum statutory rates in the applicable
tax jurisdictions. The Company may permit a broker-assisted “cashless exercise” or similar method for the payment of taxes.


 


4.     
Clawback. To the extent required by applicable law or the rules and regulations of the NASDAQ or any other securities
exchange or inter-dealer quotation system on which the Shares are listed or quoted or, if so required pursuant to a written policy adopted
by the Company, the Shares shall be subject (including on a retroactive basis) to clawback, forfeiture or similar requirements (and such
requirements shall be deemed incorporated by reference into this Award Agreement). The Participant hereby acknowledges and agrees that
the Shares shall be subject to any clawback policies approved by the Committee from time to time, the Committee retains the right at all
times to decrease or terminate all awards and payments under the Plan, and any and all amounts payable under the Plan, or paid under the
Plan, shall be subject to clawback, forfeiture and reduction to the extent determined necessary to comply with applicable law and/or policies
of the Company.


 






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5.     
Restrictive Covenants


 


(a)              
Without limiting any other non-competition, non-solicitation, non-disparagement or non-disclosure or other similar agreement to
which the Participant may be a party, the Participant shall be subject to the restrictive covenants set forth on Exhibit A attached
hereto, which Exhibit A is incorporated herein and forms part of this Award Agreement.


 


 6.      Miscellaneous.




 


(a)              
Compliance with Legal Requirements. The granting of the Shares, and any other obligations
of the Company under this Award Agreement, shall be subject to all applicable U.S. federal, state and local laws, rules and regulations,
all applicable non-U.S. laws, rules and regulations and to such approvals by any regulatory or governmental agency as may be required.
The Participant agrees to take all steps that the Committee or the Company determines are reasonably necessary to comply with all applicable
provisions of U.S. federal and state securities law and non-U.S. securities law in exercising the Participant’s rights under this
Award Agreement.


 


(b)              
Transferability. The Shares shall be subject to Section 15(b) of the Plan.


 


(c)              
Waiver. No amendment or modification of any provision of this Award Agreement shall
be effective unless signed in writing by or on behalf of the Company and the Participant, except that the Company may amend or modify
this Award Agreement without the Participant’s consent in accordance with the provisions of the Plan or as otherwise set forth in
this Award Agreement. No waiver of any breach or condition of this Award Agreement shall be deemed to be a waiver of any other or subsequent
breach or condition whether of like or different nature. Any amendment or modification of or to any provision of this Award Agreement,
or any waiver of any provision of this Award Agreement, shall be effective only in the specific instance and for the specific purpose
for which made or given.


 


(d)              
Section 409A. This Award Agreement is intended to comply with the requirements of Section 409A of the Code and the
regulations thereunder, and the provisions of this Award Agreement shall be interpreted in a manner that satisfies the requirements of
Section 409A of the Code, and this Award Agreement shall be operated accordingly. If any provision of this Award Agreement or any term
or condition of the Shares would otherwise conflict with this intent, the provision, term or condition shall be interpreted and deemed
amended so as to avoid this conflict. Notwithstanding anything else in this Award Agreement, if the Committee considers a Participant
to be a “specified employee” under Section 409A of the Code at the time of such Participant’s “separation from
service” (as defined in Section 409A of the Code), and the amount hereunder is “deferred compensation” subject to Section
409A of the Code any distribution that otherwise would be made to such Participant with respect to Shares as a result of such separation
from service shall not be made until the date that is six (6) months after such separation from service, except to the extent that earlier
distribution would not result in such Participant’s incurring interest or additional tax under Section 409A of the Code. If the
Award includes a “series of installment payments” (within the meaning of Section 1.409A-2(b)(2)(iii) of the Treasury Regulations),
the Participant’s right to the series of installment payments shall be treated as a right to a series of separate payments and not
as a right to a single payment. Notwithstanding the foregoing, the tax treatment of the benefits provided under this Award Agreement is
not warranted or guaranteed, and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other
expenses that may be incurred by the Participant on account of non-compliance with Section 409A of the Code.


 






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(e)              
Notices. All notices, requests and other communications under this Award Agreement shall be in writing and shall be delivered
in person (by courier or otherwise), mailed by certified or registered mail, return receipt requested to the contact details below. The
parties may use e-mail delivery, so long as the message is clearly marked, sent to the e-mail address(es) set forth below.


 


if to the Company, to: 


 


Reservoir Media, Inc.

75 Varick Street, 9th Floor


New York, New York 10013


Attention: Office of the General Counsel


 


if to the Participant, to the address, facsimile number or e-mail address
that the Participant most recently provided to the Company, or to such other address, facsimile number or e-mail address as such party
may hereafter specify for the purpose by notice to the other parties hereto.


 


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


 


(g)              
Successors. The terms of this Award Agreement shall be binding upon and inure to the benefit of the Company and its successors
and assigns, and of the Participant and the beneficiaries, executors, administrators, heirs and successors of the Participant.


 


(h)              
Entire Agreement. The Participant acknowledges receipt of a copy of the Plan and represents that the Participant is familiar
with the terms and provisions thereof (and has had an opportunity to consult counsel regarding the Share terms), and hereby accepts the
grant of Shares and agrees to be bound by its contractual terms as set forth herein (including Exhibit A) and in the Plan. The
Participant acknowledges and agrees that the grant of the Shares constitutes additional consideration to the Participant for the Participant’s
continued and future compliance with any restrictive covenants in favor of the Company by which the Participant is otherwise bound. The
Participant hereby agrees to accept as binding, conclusive and final all decisions and interpretations of the Committee regarding any
questions relating to the Shares. In the event of a conflict between the terms and provisions of the Plan and the terms and provisions
of this Award Agreement, the Plan terms and provisions shall prevail. This Award Agreement, including the Plan, constitutes the entire
agreement between the Participant and the Company on the subject matter hereof and supersedes all proposals, written or oral, and all
other communications between the parties relating to such subject matter.


 






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(i)                
Governing Law. This Award Agreement shall be construed and interpreted in accordance with the laws of the State of Delaware,
without regard to principles of conflicts of laws 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.


 


(j)                
Dispute Resolution; Consent to Jurisdiction. Except as otherwise set forth in an Employment Agreement, the Participant and
the Company agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in
connection with this Award Agreement (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates)
shall be brought in the federal and state court sitting in Wilmington, Delaware and each of the parties hereby irrevocably consents to
the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably
waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such
suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in
an inconvenient forum.  Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether
within or without the jurisdiction of any such court. Each party hereto hereby waives, to the fullest extent permitted by applicable law,
any right it may have to a trial by jury in any legal proceeding directly or indirectly arising out of or relating to this Agreement or
the transactions contemplated (whether based on contract, tort or any other theory). Each party hereto (A) certifies that no representative,
agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation,
seek to enforce the foregoing waiver and (B)acknowledges that it and the other parties hereto have been induced to enter into this Award
Agreement by, among other things, the mutual waivers and certifications in this section.


 


(k)              
International Participants. To the extent the Participant resides or works outside of the United States or is subject to
non-U.S. legal restrictions or regulations, the Committee may amend the terms of this Award Agreement in order to conform the terms hereunder
or accommodate the requirements of local laws, procedures or practices or to obtain more favorable tax or other treatment for the Participant,
the Company or its Affiliates. Without limiting the generality of this Section 9(l), the Committee is specifically authorized to adopt
rules and procedures with provisions that limit or modify rights on death, disability, retirement or other terminations of employment,
available methods of settlement of the Shares granted hereunder, payment of income, social insurance contributions or payroll taxes, withholding
procedures and handling of any stock certificates or other indicia of ownership that vary with local requirements. The Committee may also
adopt rules or procedures applicable to particular Subsidiaries, Affiliates or locations.


 


(l)                
Electronic Signature and Delivery. This Award Agreement may be accepted by return signature or by electronic confirmation.
By accepting this Award Agreement, the Participant consents to the electronic delivery of prospectuses, annual reports and other information
required to be delivered by U.S. Securities and Exchange Commission rules (which consent may be revoked in writing by the Participant
at any time upon three (3) business days’ notice to the Company, in which case subsequent prospectuses, annual reports and other
information shall be delivered in hard copy to the Participant).


 


(m)            
Electronic Participation in Plan. The Company may, in its sole discretion, decide to deliver any documents related to current
or future participation in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery
and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party
designated by the Company.


 


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Exhibit A


 


Restrictive
Covenants


 


Consideration
to the Company.


 


1.                
Acknowledgement of the Participant. In consideration of the Company’s granting of the Shares, and acknowledging hereby
that the Company would not have granted the Shares without the covenants contained in this Exhibit A, the Participant hereby agrees to
be bound by the provisions and covenants contained in this Exhibit A.


 


2.                 
Employment. The Participant agrees to render faithful and efficient service to the Company with such duties and responsibilities
as the Company (shall from time to time prescribe. Nothing in this Award Agreement or in the Plan shall confer upon the Participant any
right to continue in the employ of the Company or shall interfere with or restrict in any way the rights of the Company, which are hereby
expressly reserved, to discharge the Participant at any time for any reason whatsoever.


 


3.                 
Nonsolicitation. The Participant agrees that, during the Proscribed Period (as defined below), the Participant shall not,
and shall cause each of the Participant’s Affiliates not to, directly or indirectly: (i) solicit or induce any Writer or Customer
(each, as defined below) to refrain from renewing or extending its contractual or other business relationship with the Company or otherwise
attempt to, or encourage any Writer or Customer to attempt to, terminate or reduce its existing obligations to the Company, (ii) solicit
or induce any Writer or Customer to enter into any contractual or other relationship with the Participant or any other person or entity
for Competing Services (as defined below), unless such contractual or other relationship is identifiable as a contract or relationship
concluded in furtherance of the Company’s business, (iii) engage in any activity that is an actual or potential conflict of
interest with the Company or (iv) assist any person or entity in any way to do, or attempt to do, anything prohibited by this clause
(c) of this Exhibit A. 


 


4.                 
Noncompetition. The Participant agrees that, during the Proscribed Period, the Participant shall not, and shall cause each
of the Participant’s Affiliates not to, directly or indirectly, (i) offer or provide to any Writer or Customer any Competing Services,
(ii) engage in the business of providing Competing Services within any market or geographic area in the world in which the Company
is doing business, (iii) except as permitted under clause (f) of this Exhibit A, be employed by, consult with, advise, permit his
or her name to be used by, or be connected in any manner with the ownership, management, operation or control of any person or entity
that directly or indirectly engages in any Competing Services or (iv) engage in any course of conduct that involves any Competing
Services that is substantially detrimental to the business or reputation of the Company.


 


5.                 
Certain Terms. The following terms shall have the meanings indicated:


 


1)                 
 “Competing Services” means products or services that are the same, similar or otherwise in competition with
the products and services of the Company with which the Participant was involved or about which the Participant acquired confidential
information, but shall not include services performed by the Participant that are identifiable as acts carried out in furtherance of the
Company’s business.


 






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2)                 
“Customer” means any customer of the Company’s products or services or any potential customer that the
Company has solicited for business.


 


3)                 
“Proscribed Period” means the period commencing on the Date of Grant and ending on the date on which the Participant’s
employment with the Company terminates by any party for any reason.


 


4)                 
“Writer” means any songwriter, performer or co-publishing entity (or any employee or affiliate of such entity)
that owes any contractual obligations to the Company.


 


6.                 
Permitted Ownership. This Exhibit A shall not be deemed breached solely as a result of the ownership by the Participant
(together with the Participant’s Affiliates) of: (i) less than an aggregate of five percent (5%) of any class of stock of a public
company engaged, directly or indirectly, in any Competing Services; (ii) less than five percent (5%) in value of any instrument of
indebtedness of a public company engaged, directly or indirectly, in any Competing Services; or (iii) any equity or debt securities
of a public company that engages, directly or indirectly, in any Competing Services if such Competing Services accounts for less than
five percent (5%) of such public company’s consolidated annual revenues. For purposes of this clause (f) of this Exhibit, a “public
company” means an entity whose common stock is traded on a U.S. nationally recognized securities exchange (or non-U.S. equivalent).


 


7.                 
Effects of Breach. The Participant agrees that any breach by the Participant of this Exhibit A shall cause irreparable harm
to the Company that could not be made whole by monetary damages and that, in the event of such a breach, the Participant shall waive the
defense in any action for specific performance that a remedy at law would be adequate, and the Company shall be entitled to specifically
enforce the terms and provisions of this Exhibit A without the necessity of proving actual damages or posting any bond or providing prior
notice, in addition to any other remedy to which the Company may be entitled at law or in equity. 


 






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