Exhibit 10.5
 Omni Bio Pharmaceutical, Inc.
 Restricted Stock Unit Agreement
   Number of Units:
    
    
    300,000
    
    
    Date of Grant:
    
    March 1, 2011
  Vesting Dates
    
    Number of Units that VestMarch 1, 2012
    
    
    100,000March 1, 2013
    
    
    100,000March 1, 2014
    
    
    100,000
  PARTICIPANT:
    
    OMNI BIO PHARMACEUTICAL, INC.By:Name:
    
    
    
    Name:Title:




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Omni Bio Pharmaceutical, Inc.
Restricted Stock Unit Agreement
 Terms and Conditions
 1.
    
    Grant of Restricted Stock Units. The Company hereby grants to you, subject to the
terms and conditions in this Agreement, a grant of the number of Units specified on the cover
page of this Agreement (the Grant), each Unit representing the right to receive one share of
the Companys common stock (Common Stock)). The Units granted to you will be credited to an
account in your name maintained by the Company. This account shall be unfunded and maintained
for book-keeping purposes only.
 2.
    
    Restrictions on Units. Neither this Grant nor the Units subject to this Grant may be
sold, assigned, transferred, exchanged or encumbered other than by will or the laws of descent
and distribution. Any attempted transfer in violation of this Section 2 shall be of
no effect and shall result in the forfeiture of all Units. The Units and your rights to the
Units under this Agreement shall be subject to forfeiture as provided in Section 4
until satisfaction of the vesting conditions set forth in Section 3.
 3.
    
    Vesting of Units.
  Sections 4 and 5
 4.
    
    Effect of Termination of Employment. If you cease to be an Employee other than as a
result of your Disability or death prior to the Vesting Date(s) specified on the cover page
of this Agreement, you will forfeit all unvested Units. If you cease to be an Employee due to
your Disability or death, then a pro rata portion of the unvested Units scheduled to vest on
the next scheduled Vesting Date shall immediately vest and the balance of the unvested Units
shall be forfeited. The pro rata portion that vests shall be determined by utilizing a
fraction, the numerator of which is the number of days between the date your employment ended
and the later of the Date of Grant or the most recent scheduled Vesting Date prior to the date
your employment ended, and the denominator of which is the number of days between the next
scheduled Vesting Date after your employment ended and the later of the Date of Grant or the
most recent Vesting Date prior to the date your employment ended.




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5.
    
    Change of Control.
 Section 5(b)(i) 5(b)(ii)(C) Section
5(b)(ii)
     6.
    
    Settlement of Units. After any Units vest pursuant to Sections 3, 4 or 5,
the Company shall, no later than March 15 of the year following the calendar year in which
such Units vest, cause to be issued to you, or to your designated beneficiary or estate in the
event of your death, one share of Common Stock in payment and settlement of each vested Unit.
Such issuance shall be evidenced by a stock certificate or an appropriate entry in the stock
register maintained by the Company or
its duly authorized transfer agent, shall be subject to the tax withholding provisions of
Section 7, and shall be in complete satisfaction and settlement of such vested
Units.




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7.
    
    Tax Consequences and Withholding.
 Section 7(b)
 .
 Required Withholding.
 Election to Withhold Shares.
 8.
    
    No Shareholder Rights. The Units subject to this Grant do not entitle you to any
rights of a stockholder of the Common Stock. You will not have any of the rights of a
shareholder of the Company in connection with the award of Units subject to this Agreement
unless and until Shares are issued to you upon settlement of the Units as provided in
Section 6.9.
    
    Adjustments for Changes in Capitalization.
 Section 9(b)




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10.
    
    Choice of Law. This Agreement will be interpreted and enforced under the laws of the
state of Colorado (without regard to its conflicts or choice of law principles).
 11.
    
    Binding Effect. This Agreement will be binding in all respects on your heirs,
representatives, successors and assigns, and on the successors and assigns of the Company.
 12.
    
    Other Agreements.You agree that you will execute such documents as may be necessary
to become a party to any stockholder, voting or similar agreements as the Company may require.
No shares of Common Stock shall be issued or transferred in connection with this Grant unless
and until all legal requirements applicable to the issuance or transfer of such shares have
been complied with to the satisfaction of the Board. Certificates representing shares of
Common Stock issued or transferred under this Grant will be subject to such stop-transfer
orders and other restrictions as may be required by applicable laws, regulations and
interpretations, including any requirement that a legend be placed thereon.
 13.
    
    Section 409A of the Code. The award of Units as provided in this Agreement and any
issuance of shares of Common Stock or payment pursuant to this Agreement are intended to be
excepted from Section 409A of the Code under the short-term deferral exception specified in
Treas. Reg. § 1.409A-l(b)(4).
 By signing the cover page of this Agreement, you agree to all the terms and conditions described
above.
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