Exhibit 10.5


 


SITO
Mobile, LTD.


(formerly
known as Single Touch Systems Inc.)


 


2010
Stock Plan


 


NOTICE
OF STOCK OPTION GRANT


 


You
have been granted an option to purchase Common Stock of SITO Mobile, Ltd. (formerly known as Single Touch Systems Inc.)
(the “Company”) as follows:


 


	 	Board
    Approval Date:	 	 
	 	 	 	 
	 	Date
    of Grant (Later of Board	 	 
	 	Approval
    Date or Commencement	 	 
	 	of
    Employment/Consulting):	 	 
	 	 	 	 
	 	Exercise
    Price per Share:	$	 
	 	 	 	 
	 	Total
    Number of Option Shares:	 	 
	 	 	 	 
	 	Type
    of Option:	 	Shares
    Incentive Stock Option
	 	 	 	 
	 	 	 	Shares
    Nonstatutory Stock Option
	 	 	 	 
	 	Expiration
    Date:	 	 
	 	 	 	 
	 	Vesting
    Commencement Date:	 	 
	 	 	 	 
	 	Vesting/Exercise
    Schedule:	So
    long as you are in Continuous Service Status with the Company, the Shares underlying this Option shall vest and become exercisable
    in accordance with the following schedule: 25% of the total number of Shares subject to the Option shall vest and become exercisable
    on the first anniversary of the Vesting Commencement Date (the “Initial Vesting Date”); the remaining 75% of the
    total number of Shares subject to the Option shall vest and become exercisable in substantially equal quarterly installments
    over the three (3) year period commencing on the first anniversary of the Initial Vesting Date and, provided Optionee remains
    in continuous employment with the Company through each such vesting date.
	 	 	 
	 	Termination
    Period:	To
    the extent allowed by Section 5 of the Stock Option Agreement and not otherwise (and in no event later than the Expiration
    Date), this Option may still be exercised for 18 months after termination of Optionee’s service relationship (employment,
    directorship and/or consulting) or for such other time period as called for by such Section 5 for a particular scenario. Optionee
    is responsible for keeping track of the applicable exercise period, if any, following termination for any reason of his or
    her service relationship with the Company. The Company will not provide further notice of such exercise period, if any.
	 	 	 
	 	Transferability:	This
    Option may not be transferred.
	 	 	 
	 	Net-Exercise
    Authorized:	 	 
	 	 	 	 	 	 


By
your signature and the signature of the Company’s representative below, you and the Company agree that this option is granted
under and governed by the terms and conditions of the Company’s 2010 Stock Plan and the Stock Option Agreement, both of
which are attached and made a part of this document. Accordingly, separate execution and delivery of the Stock Option Agreement
is not required.


 






    


     

    

 


In
addition, you agree and acknowledge that your rights to any Shares underlying the Option will be earned only as you provide services
to the Company over time, that the grant of the Option is not as consideration for services you rendered to the Company before
your Vesting Commencement Date, and that nothing in this Notice or the attached documents confers upon you any right to continue
your employment or consulting relationship with the Company for any period of time, nor does it interfere in any way with your
right or the Company’s right to terminate that relationship at any time, for any reason, with or without Cause.


 


The
per share “Exercise Price” is intended to be at least equal to the fair market value of the Company’s Common
Stock at the date of grant. The Company has attempted in good faith to make the fair market value determination in compliance
with applicable tax law although there can be no certainty that the IRS will agree. If the IRS does not agree and asserts the
fair market value at the time of grant is higher than the Exercise Price, the IRS could seek to impose greater taxes on you, including
interest and penalties under Internal Revenue Code Section 409A. While the Company thinks this is an unlikely event, the Company
cannot provide absolute assurance and you may want to consult your own tax adviser with any questions.


 


	 	 	SITO
    Mobile, Ltd.	 
	 	 	 	 	 
	 	 	By:	 	 
	Optionee	 	Name:	 	 
	 	 	Title:	 	 


 


______________________________________


IRS
Circular 230 Disclosure: To ensure compliance with requirements imposed by the IRS, we inform you that any tax advice contained
in this communication (including any attachments) (i) was not intended or written to be used, and cannot be used, for the purpose
of avoiding any tax penalty and (ii) was not written to promote, market or recommend the transaction or matter addressed in the
communication. Each taxpayer should seek advice based on the taxpayer’s particular circumstances from an independent tax
advisor.


 






    	 	2	 



     

    

 


SITO
Mobile, LTD. 


(formerly
known as Single Touch Systems Inc.)


 


2010
Stock Plan


 


STOCK
OPTION AGREEMENT


 


1.
Grant of Option. SITO Mobile, Ltd., a Delaware corporation (the “Company”), hereby grants to 
(“Optionee”), an option (the “Option”) to purchase the total number of shares of Common
Stock (the “Shares”) set forth in the Notice of Stock Option Grant (the “Notice”), at the
exercise price per Share set forth in the Notice (the “Exercise Price”) subject to the terms, definitions and
provisions of the Company’s 2010 Stock Plan (the “Plan”) adopted by the Company, which is incorporated
in this Agreement by reference (“stock-settled Option”); provided, however, that to the extent insufficient
shares of the Company’s Common Stock remain under the Plan to fully satisfy delivery of Shares covered by a properly exercised
Option, then the Company shall pay to the Optionee an amount in cash equal to the excess of the Fair Market Value of a share of
Common Stock on the date of exercise over the Exercise Price multiplied by the number of Shares that are unavailable under the
Plan to be delivered in satisfaction of such exercised Option, net of any taxes (“cash-settled Option”). “Option”
shall refer to both stock-settled Options and cash-settled Options. Unless otherwise defined in this Agreement, the terms used
in this Agreement shall have the meanings defined in the Plan or in the Notice.


 


2.
Designation of Option. This Option is intended to be an Incentive Stock Option as defined in Section 422 of the
Code only to the extent so designated in the Notice, and to the extent it is not so designated or to the extent the Option does
not qualify as an Incentive Stock Option under Applicable Laws, then it is intended to be and will be treated as a Nonstatutory
Stock Option. “Applicable Laws” means the legal requirements relating to the administration of stock option
and restricted stock purchase plans, including under applicable U.S. state corporate laws, U.S. federal and applicable state securities
laws, other U.S. federal and state laws, the Code, any stock exchange rules or regulations and the applicable laws, rules and
regulations of any other country or jurisdiction where Options or other Awards are granted under the Plan, as such laws, rules,
regulations and requirements shall be in place from time to time.


 


Notwithstanding
the above, if designated as an Incentive Stock Option, in the event that the Shares subject to this Option (and all other Incentive
Stock Options granted to Optionee by the Company or any Affiliate, including under other plans of the Company) that first become
exercisable in any calendar year have an aggregate fair market value (determined for each Share as of the date of grant of the
option covering such Share) in excess of $100,000, the Shares in excess of $100,000 shall be treated as subject to a Nonstatutory
Stock Option, in accordance with Section 5(c) of the Plan.


 


3.
Exercise of Option. This Option shall be exercisable during its term in accordance with the Vesting/Exercise Schedule
set out in the Notice and with the provisions of the Plan, including Section 9 thereof, and of this Agreement, including Section
5 hereof, as follows:


 


(a)
Right to Exercise.


 


(i)
This Option may not be exercised for a fraction of a share.


 


(ii)
In the event of Optionee’s death, disability or other termination of employment, the exercisability of the Option is governed
by Section 5 below, subject to the limitations contained in this Section 3.


  


(iii)
In no event may this Option be exercised after the Expiration Date of the Option as set forth in the Notice.


 


(b)
Method of Exercise.


 


(i)
This Option shall be exercisable by execution and delivery of the Exercise Notice and Stock Purchase Agreement attached hereto
as Exhibit A (the “Exercise Agreement”) or of any other form of written notice approved for such purpose
by the Company which shall state Optionee’s election to exercise the Option, the number of Shares in respect of which the
Option is being exercised, and such other representations and agreements as to the holder’s investment intent with respect
to such Shares as may be required by the Company pursuant to the provisions of the Plan. Such written notice shall be signed by
Optionee and shall be delivered to the Company by such means as are determined by the Administrator in its discretion to constitute
adequate delivery. The written notice shall be accompanied by payment of the Exercise Price. This Option shall be deemed to be
exercised upon receipt by the Company of such written notice accompanied by the Exercise Price.


 






    	 	3	 



     

    

 


(ii)
As a condition to the exercise of this Option and (to the extent Section 11(a) of the Plan is applicable) as further set forth
in Section 11(a) of the Plan, Optionee agrees to make such arrangements as the Administrator may require for the satisfaction
of all federal, state or other tax withholding obligations, if any, which arise upon the vesting or exercise of the Option, or
disposition of Shares, whether by withholding, direct payment to the Company, or otherwise, as the Administrator may in its discretion
determine.


 


(iii)
The Company is not obligated, and will have no liability for failure, to issue or deliver any Shares upon exercise of the Option
unless such issuance or delivery would comply with the Applicable Laws, with such compliance determined by the Company in consultation
with its legal counsel.  As a condition to the exercise of this Option, the Company may require Optionee to make any
representation and warranty to the Company as may be required by the Applicable Laws. Assuming such compliance, for income tax
purposes the Shares shall be considered transferred to Optionee on the date on which the Option is exercised with respect to such
Shares.


 


4.
Method of Payment. Payment of the Exercise Price shall be by any of the following, or a combination of the following,
at the election of Optionee:


 


(a)
cash or check; or


 


(b)
if the Company (in its sole discretion, at the time) is at such time permitting “same day sale” cashless brokered
exercises, delivery of a properly executed exercise notice together with irrevocable instructions to a broker participating in
such cashless brokered exercise program to deliver promptly to the Company the amount required to pay the exercise price (and
applicable withholding taxes); or


 


(c)
if the Notice expressly authorizes Optionee to use the net-exercise method, delivery of a properly executed net-exercise notice
on a form provided by the Company.


  


5.
Termination of Relationship; Early Termination of Option. Following the date of cessation of Optionee’s Continuous
Service Status for any reason (the “Termination Date”), Optionee may exercise the Option only as set forth
in the Notice and this Section 5. To the extent that Optionee is not entitled to exercise this Option as of the Termination Date,
or if Optionee is not allowed to exercise this Option during the Termination Period set forth in the Notice, or if Optionee does
not exercise this Option within the Termination Period set forth in the Notice or the termination periods set forth below, the
Option shall terminate in its entirety. In no event may any Option be exercised after the Expiration Date of the Option as set
forth in the Notice.


 


(a)
Termination. In the event of termination of Optionee’s Continuous Service Status other than as a result of
(i) Optionee’s disability, (ii) Optionee’s death, (iii) for Cause (as defined in the Plan), or (iv) by virtue of resignation
without Good Reason (i.e., reason such as would constitute constructive discharge), Optionee may, to the extent Optionee is vested
in the Option Shares at the Termination Date, exercise this Option during the Termination Period set forth in the Notice.


 


(b)
Other Terminations of Relationship. In connection with any termination other than a termination covered by Section
5(a), Optionee may exercise the Option only as described below:


 


(i)
Termination upon Disability of Optionee. In the event of termination of Optionee’s Continuous Service Status
as a result of Optionee’s disability, Optionee may, but only within twelve months from the Termination Date,
exercise this Option to the extent Optionee was vested in the Option Shares as of such Termination Date.


 


(ii)
Death of Optionee. In the event of the death of Optionee (a) during the term of this Option and while
an employee (including officers) or Outside Director of, or consultant or advisor to, either the Company or an Affiliate and having
been in Continuous Service Status since the date of grant of the Option, or (b) within three months after Optionee’s Termination
Date, the Option may be exercised at any time within twelve months following the date of death by Optionee’s estate or by
a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent Optionee was vested in
the Option as of the Termination Date.


 






    	 	4	 



     

    

 


(iii)
Termination for Cause; Resignation in the Absence of Good Reason. In the event Optionee’s Continuous Service
Status is terminated for Cause or by virtue of resignation in the absence of Good Reason, Optionee may, but only within three
months from the Termination Date, exercise this Option to the extent Optionee was vested in the Option Shares as of such Termination
Date.


 


(c)
Termination of Option. This Option may terminate before its Expiration Date and before the dates specified under
Section 5(a) and (b) above under certain circumstances as set forth in Section 13 of the Plan.


  


6.
Non-Transferability of Option. Except as otherwise set forth in the Notice, this Option may not be transferred
in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of Optionee
only by him or her. The terms of this Option shall be binding upon the executors, administrators, heirs, successors and assigns
of Optionee.


 


7.
Tax Consequences. The Company has not provided any tax advice with respect to this Option or the disposition of
the Shares. Optionee should obtain advice from an appropriate independent professional adviser with respect to the taxation implications
of the grant, exercise, assignment, release, cancellation or any other disposal of this Option (each, a “Trigger Event”)
and on any subsequent sale or disposition of the Shares. Optionee should also take advice in respect of the taxation indemnity
provisions under Section 8 below. The per share Exercise Price of the Option is intended to be at least equal to the fair market
value of the Company’s Common Stock at the date of grant. The Company has attempted in good faith to make the fair market
value determination in compliance with applicable tax law although there can be no certainty that the IRS will agree. If the IRS
does not agree and asserts the fair market value at the time of grant is higher than the Exercise Price, the IRS could seek to
impose greater taxes on Optionee, including interest and penalties under Internal Revenue Code Section 409A; but Optionee absolves
and releases the Company and its directors from any claims should there be any such taxes, interest or penalties.


 


8.
Optionee’s Taxation Indemnity.


 


(a)
To the extent permitted by law, Optionee hereby agrees to indemnify and keep indemnified the Company and the Company as trustee
for and on behalf of any affiliate entity, in respect of any liability or obligation of the Company and/or any affiliate entity
to account for income tax or any other taxation provisions under the laws of Optionee’s country or citizenship and/or residence
to the extent arising from a Trigger Event or arising out of the acquisition, retention and disposal of the Shares.


 


(b)
The Company shall not be obliged to allot and issue any of the Shares or any interest in the Shares unless and until Optionee
has paid to the Company such sum as is, in the opinion of the Company, sufficient to indemnify the Company in full against any
liability the Company has for any amount of, or representing, income tax or any other tax arising from a Trigger Event (the “Option
Tax Liability”), or Optionee has made such other arrangement as in the opinion of the Company will ensure that the full
amount of any Option Tax Liability will be recovered from Optionee within such period as the Company may then determine.


 


9.
Data Protection.


 


(a)
To facilitate the administration of the Plan and this Agreement, it will be necessary for the Company (or its payroll administrators)
to collect, hold and process certain personal information about Optionee and to transfer this data to certain third parties such
as brokers with whom Optionee may elect to deposit any share capital under the Plan. Optionee consents to the Company (or its
payroll administrators) collecting, holding and processing Optionee’s personal data and transferring this data to the Company
or any other third parties insofar as is reasonably necessary to implement, administer and manage the Plan.


  


(b)
Optionee understands that Optionee may, at any time, view Optionee’s personal data, require any necessary corrections to
it or withdraw the consents herein in writing by contacting the Company, but acknowledges that without the use of such data it
may not be practicable for the Company to administer Optionee’s involvement in the Plan in a timely fashion or at all and
this may be detrimental to Optionee.


 


10.
Governing Law. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the
parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Delaware,
without giving effect to principles of conflicts of law.


 


12.
Effect of Agreement. Optionee acknowledges receipt of a copy of the Plan and represents that he or she is familiar
with the terms and provisions thereof (and has had an opportunity to consult counsel regarding the Option terms), and hereby accepts
this Option and agrees to be bound by its contractual terms as set forth herein and in the Plan. Optionee hereby agrees to accept
as binding, conclusive and final all decisions and interpretations of the Administrator regarding any questions relating to the
Option. In the event of a conflict between the terms and provisions of the Plan and the terms and provisions of the Notice and
this Agreement, the Plan terms and provisions shall prevail. The Option, including the Plan, constitutes the entire agreement
between Optionee 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.


 


 


5