Exhibit
10.5


 


 


FORM
OF INCENTIVE STOCK OPTION AGREEMENT


 


MYMD
PHARMACEUTICALS, INC.


2021
EQUITY INCENTIVE PLAN


 


1. Grant
of Option. Pursuant to the MyMD Pharmaceuticals, Inc. 2021 Equity Incentive Plan (the “Plan”), as adopted
by MyMD Pharmaceuticals, Inc., a New Jersey corporation (the “Company”), the Company grants to


 










 






 


(the
“Participant”)


 


who
is an Employee of the Company, an option (the “Stock Option”) to purchase a total of _________________
(____________) full shares of Common Stock of the Company (the “Optioned Shares”) at an “Option
Price” equal to $_________ per share (being the Fair Market Value per share of the Common Stock on the Date of Grant or
110% of such Fair Market Value, in the case of a ten percent (10%) or more stockholder as provided in Section 422 of the Code), in the
amounts, during the periods and upon the terms and conditions set forth in this Incentive Stock Option Agreement (this “Agreement”).


 


The
“Date of Grant” of this Stock Option is ______________, 20__. The “Option Period”
shall commence on the Date of Grant and shall expire on the date immediately preceding the tenth (10th) anniversary of the
Date of Grant (or the date immediately preceding the fifth (5th) anniversary of the Date of Grant, in the case of a ten percent
(10%) or more stockholder as provided in Section 422 of the Code) unless terminated earlier in accordance with Section 4 below.
The Stock Option is intended to be an Incentive Stock Option.


 


2. Subject
to Plan. The Stock Option and its exercise are subject to the terms and conditions of the Plan, and the terms of the Plan shall control
to the extent not otherwise inconsistent with the provisions of this Agreement. The capitalized terms used herein that are defined in
the Plan shall have the same meanings assigned to them in the Plan. The Stock Option is subject to any rules promulgated pursuant to
the Plan by the Board or the Committee, as applicable, and communicated to the Participant in writing.


 


3.
Vesting; Time of Exercise. Except as specifically provided in this Agreement and subject to certain restrictions and conditions
set forth in the Plan, the Optioned Shares shall be vested, and the Stock Option shall be exercisable as follows: [TO BE UPDATED
WITH SPECIFIC VESTING TERMS]:


 


a. _______________________
of the total Optioned Shares shall vest and that portion of the Stock Option shall become exercisable on ___________________, provided
the Participant is employed by the Company or a Subsidiary on that date.


 


b. _______________________
of the total Optioned Shares shall vest and that portion of the Stock Option shall become exercisable on ___________________, provided
the Participant is employed by the Company or a Subsidiary on that date.


 


c. _______________________
of the total Optioned Shares shall vest and that portion of the Stock Option shall become exercisable on ___________________, provided
the Participant is employed by the Company or a Subsidiary on that date.


 


d. _______________________
of the total Optioned Shares shall vest and that portion of the Stock Option shall become exercisable on ___________________, provided
the Participant is employed by the Company or a Subsidiary on that date.


 


[Notwithstanding
the foregoing, in the event that (i) a Change in Control occurs or (ii) the Participant incurs a Termination of Service due to his death
or Total and Permanent Disability, then immediately prior to the effective date of such Change in Control or qualifying Termination of
Service, the total Optioned Shares not previously vested shall thereupon immediately become vested, and this Stock Option shall become
fully exercisable, if not previously so exercisable.]


 




    	 



    	 



    




 


4. Term;
Forfeiture.


 


a. Except
as otherwise provided in this Agreement, to the extent the unexercised portion of the Stock Option relates to Optioned Shares that are
not vested on the date of the Participant’s Termination of Service, the Stock Option will be terminated on that date. The unexercised
portion of the Stock Option that relates to Optioned Shares which are vested on such date will terminate at the first of the following
to occur:


 


i. 5
p.m. on the date the Option Period terminates;


 


ii. 5
p.m. on the date which is twelve (12) months following the date of the Participant’s Termination of Service due to death or Total
and Permanent Disability;


 


iii. immediately
upon the Participant’s Termination of Service by the Company for Cause (as defined herein);


 


iv. 5
p.m. on the date which is three (3) months following the date of the Participant’s Termination of Service for any reason not otherwise
specified in this Section 4.a.; or


 


v. 5
p.m. on the date the Company causes any portion of the Stock Option to be forfeited pursuant to Section 7 hereof.


 


b. For
purposes hereof, “Cause” shall have the meaning ascribed to such term in any employment, consulting, or other
service agreement in effect by and between the Company and the Participant; provided, however, that at any time there is no such agreement
in effect, or if such agreement does not define such term, the term “Cause” shall mean (i) a material breach
or material default (including, without limitation, any material dereliction of duty) by the Participant of any agreement between the
Participant and the Company or policy of the Company, or a continuing failure by the Participant to follow the direction of a duly authorized
representative of the Company; (ii) gross negligence, willful misfeasance, or breach of fiduciary duty to the Company by the Participant;
(iii) the commission by the Participant of an act of fraud, embezzlement, dishonesty, or any felony or other crime of moral turpitude
in connection with the Participant’s duties to the Company; (iv) conviction of the Participant of a felony or any other crime that
would materially and adversely affect: (A) the business reputation of the Company or (B) the performance of the Participant’s duties
to the Company; or (v) the Participant’s refusal to perform or intentional disregard of, the Participant’s duties and responsibilities
to the Company. Any determination of whether Cause exists shall be made by the Committee in its sole discretion.


 




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5. Who
May Exercise. Subject to the terms and conditions set forth in Sections 3 and 4 above, during the lifetime of the Participant,
the Stock Option may be exercised only by the Participant, or by the Participant’s guardian or personal or legal representative.
If the Participant’s Termination of Service is due to his death prior to the dates specified in Section 4.a. hereof, and
the Participant has not exercised the Stock Option as to the maximum number of vested Optioned Shares as set forth in Section 3
hereof as of the date of death, the following persons may exercise the exercisable portion of the Stock Option on behalf of the Participant
at any time prior to the earliest of the dates specified in Section 4.a. hereof: the personal representative of his estate or
the person who acquired the right to exercise the Stock Option by bequest or inheritance or by reason of the death of the Participant,
provided that the Stock Option shall remain subject to the other terms of this Agreement, the Plan, and all Applicable Laws, rules, and
regulations.


 


6. No
Fractional Shares. The Stock Option may be exercised only with respect to full shares, and no fractional share of stock shall be
issued.


 


7. Manner
of Exercise. Subject to such administrative regulations as the Committee may from time to time adopt, the Stock Option may be exercised
by the delivery of an Exercise Notice to the Committee, and the Exercise Date for the Optioned Shares being exercised shall be at least
three (3) days after giving such Exercise Notice to the Committee unless an earlier time shall have been mutually agreed upon. On the
Exercise Date, the Participant shall deliver to the Company consideration with a value equal to the total Option Price of the shares
to be purchased, payable as follows: (a) cash, check, bank draft, or money order payable to the order of the Company; (b) if the Company,
in its sole discretion, so consents in writing, Common Stock (including Restricted Stock) owned by the Participant on the Exercise Date,
valued at its Fair Market Value on the Exercise Date, and which the Participant has not acquired from the Company within six (6) months
prior to the Exercise Date; (c) if the Company, in its sole discretion, so consents in writing, by delivery (including by FAX) to the
Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Participant
to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of
the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds
necessary to pay such purchase price; (d) by requesting the Company to withhold the number of shares otherwise deliverable upon exercise
of the Stock Option by the number of shares of Common Stock having an aggregate Fair Market Value equal to the aggregate Option Price
at the time of exercise (i.e., a cashless net exercise), and/or (e) in any other form of valid consideration that is acceptable
to the Committee in its sole discretion. In the event that shares of Restricted Stock are tendered as consideration for the exercise
of a Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option equal to the number of shares of Restricted
Stock used as consideration therefor shall be subject to the same restrictions and provisions as the Restricted Stock so tendered.


 


Upon
payment of all amounts due from the Participant, the Company shall cause the Common Stock then being purchased to be electronically registered
in the Participant’s name (or the name of the person exercising the Participant’s Stock Option in the event of the Participant’s
death), promptly after the Exercise Date. The Company shall not issue certificates for Common Stock unless the Participant (or the person
exercising the Participant’s Stock Option in the event of the Participant’s death) requests delivery of the certificates
for the Common Stock in writing and in accordance with the procedures established by the Committee. The Company shall deliver the certificates
as soon as administratively practicable following the Company’s receipt of the written request from the Participant (or the person
exercising the Participant’s Stock Option in the event of the Participant’s death) for delivery of the certificates.


 


The
obligation of the Company to register or deliver such shares of Common Stock shall, however, be subject to the condition that, if at
any time the Company shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common
Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of
any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase
of shares of Common Stock thereunder, then the Stock Option may not be exercised in whole or in part unless such listing, registration,
qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the Committee.


 




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If
the Participant fails to pay for any of the Optioned Shares specified in such notice or fails to accept delivery thereof, that portion
of the Participant’s Stock Option and the right to purchase such Optioned Shares may be forfeited by the Participant.


 


8. Nonassignability.
The Stock Option is not assignable or transferable by the Participant except by will or by the laws of descent and distribution.


 


9. Rights
as Shareholder. The Participant will have no rights as a shareholder with respect to any of the Optioned Shares until the issuance
of a certificate or certificates to the Participant or the registration of such shares in the Participant’s name for the shares
of Common Stock. The Optioned Shares shall be subject to the terms and conditions of this Agreement. Except as otherwise provided in
Section 10 hereof, no adjustment shall be made for dividends or other rights for which the record date is prior to the issuance
of such certificate or certificates. The Participant, by his execution of this Agreement, agrees to execute any documents requested by
the Company in connection with the issuance of the shares of Common Stock.


 


10. Adjustment
of Number of Optioned Shares and Related Matters. The number of shares of Common Stock covered by the Stock Option, and the Option
Prices thereof, shall be subject to adjustment in accordance with Articles 11 – 13 of the Plan.


 


11. Incentive
Stock Option. Subject to the provisions of the Plan, the Stock Option is intended to be an Incentive Stock Option. To the extent
the number of Optioned Shares exceeds the limit set forth in Section 6.3 of the Plan, such Optioned Shares shall be deemed granted
pursuant to a Nonqualified Stock Option. Unless otherwise indicated by the Participant in the notice of exercise pursuant to Section
7, upon any exercise of this Stock Option, the number of exercised Optioned Shares that shall be deemed to be exercised pursuant
to an Incentive Stock Option shall equal the total number of Optioned Shares so exercised multiplied by a fraction, (a) the numerator
of which is the number of unexercised Optioned Shares that could then be exercised pursuant to an Incentive Stock Option, and (b) the
denominator of which is the then total number of unexercised Optioned Shares.


 


12. Disqualifying
Disposition. In the event that Common Stock acquired upon exercise of this Stock Option is disposed of by the Participant in a “Disqualifying
Disposition”, including, without limitation, if shares of Common Stock are surrendered upon exercise of the Stock Option in a cashless
net exercise as described in Sections 7(d) and 28(c) herein, such Participant shall notify the Company in writing within thirty
(30) days after such disposition of the date and terms of such disposition. For purposes hereof, “Disqualifying Disposition”
shall mean a disposition of Common Stock that is acquired upon the exercise of this Stock Option (and that is not deemed granted pursuant
to a Nonqualified Stock Option under Section 11) prior to the expiration of either two (2) years from the Date of Grant of this
Stock Option or one (1) year from the transfer of shares to the Participant pursuant to the exercise of the Stock Option.


 


13. Voting.
The Participant, as record holder of some or all of the Optioned Shares following exercise of this Stock Option, has the exclusive right
to vote, or consent with respect to, such Optioned Shares until such time as the Optioned Shares are transferred in accordance with this
Agreement; provided, however, that this Section shall not create any voting right where the holders of such Optioned Shares
otherwise have no such right.


 




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14. Specific
Performance. The parties acknowledge that remedies at law will be inadequate remedies for breach of this Agreement and consequently
agree that this Agreement shall be enforceable by specific performance. The remedy of specific performance shall be cumulative of all
of the rights and remedies at law or in equity of the parties under this Agreement.


 


15. Participant’s
Representations. Notwithstanding any of the provisions hereof, the Participant hereby agrees that he will not exercise the Stock
Option granted hereby, and that the Company will not be obligated to issue any shares to the Participant hereunder, if the exercise thereof
or the issuance of such shares shall constitute a violation by the Participant or the Company of any provision of any law or regulation
of any governmental authority. Any determination in this connection by the Company shall be final, binding, and conclusive. The obligations
of the Company and the rights of the Participant are subject to all Applicable Laws, rules, and regulations.


 


16. Investment
Representation. Unless the shares of Common Stock are issued to the Participant in a transaction registered under applicable federal
and state securities laws, by his execution hereof, the Participant represents and warrants to the Company that all Common Stock which
may be purchased hereunder will be acquired by the Participant for investment purposes for his own account and not with any intent for
resale or distribution in violation of federal or state securities laws. Unless the Common Stock is issued to him in a transaction registered
under the applicable federal and state securities laws, all certificates issued with respect to the Common Stock shall bear an appropriate
restrictive investment legend and shall be held indefinitely, unless they are subsequently registered under the applicable federal and
state securities laws or the Participant obtains an opinion of counsel, in form and substance satisfactory to the Company and its counsel,
that such registration is not required.


 


17. Participant’s
Acknowledgments. The Participant acknowledges that a copy of the Plan has been made available for his review by the Company and represents
that he is familiar with the terms and provisions thereof, and hereby accepts this Stock Option subject to all the terms and provisions
thereof. The Participant hereby agrees to accept as binding, conclusive, and final all decisions or interpretations of the Committee
or the Board, as appropriate, upon any questions arising under the Plan or this Agreement.


 


18. Law
Governing. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of New Jersey (excluding
any conflict of laws rule or principle of New Jersey law that might refer the governance, construction, or interpretation of this Agreement
to the laws of another state).


 


19. No
Right to Continue Employment. Nothing herein shall be construed to confer upon the Participant the right to continue in the employment
of the Company or to interfere with or restrict in any way the right of the Company to discharge the Participant at any time (subject
to any contract rights of the Participant).


 


20. Legal
Construction. In the event that any one or more of the terms, provisions, or agreements that are contained in this Agreement shall
be held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect for any reason, the invalid, illegal,
or unenforceable term, provision, or agreement shall not affect any other term, provision, or agreement that is contained in this Agreement,
and this Agreement shall be construed in all respects as if the invalid, illegal, or unenforceable term, provision, or agreement had
never been contained herein.


 


21. Covenants
and Agreements as Independent Agreements. Each of the covenants and agreements that is set forth in this Agreement shall be construed
as a covenant and agreement independent of any other provision of this Agreement. The existence of any claim or cause of action of the
Participant against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement
by the Company of the covenants and agreements that are set forth in this Agreement.


 




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22. Entire
Agreement. This Agreement together with the Plan supersede any and all other prior understandings and agreements, either oral or
in writing, between the parties with respect to the subject matter hereof and constitute the sole and only agreements between the parties
with respect to the said subject matter. All prior negotiations and agreements between the parties with respect to the subject matter
hereof are merged into this Agreement. Each party to this Agreement acknowledges that no representations, inducements, promises, or agreements,
orally or otherwise, have been made by any party or by anyone acting on behalf of any party, which are not embodied in this Agreement
or the Plan and that any agreement, statement, or promise that is not contained in this Agreement or the Plan shall not be valid or binding
or of any force or effect.


 


23. Parties
Bound. The terms, provisions, and agreements that are contained in this Agreement shall apply to, be binding upon, and inure to the
benefit of the parties and their respective heirs, executors, administrators, legal representatives, and permitted successors and assigns,
subject to the limitation on assignment expressly set forth herein.


 


24. Modification.
No change or modification of this Agreement shall be valid or binding upon the parties unless the change or modification is in writing
and signed by the parties. Notwithstanding the preceding sentence, the Company may amend the Plan to the extent permitted by the Plan.


 


25. Headings.
The headings that are used in this Agreement are used for reference and convenience purposes only and do not constitute substantive matters
to be considered in construing the terms and provisions of this Agreement.


 


26. Gender
and Number. Words of any gender used in this Agreement shall be held and construed to include any other gender, and words in the
singular number shall be held to include the plural, and vice versa, unless the context requires otherwise.


 


27. Notice.
Any notice required or permitted to be delivered hereunder shall be deemed to be delivered only when actually received by the Company
or by the Participant, as the case may be, at the addresses set forth below, or at such other addresses as they have theretofore specified
by written notice delivered in accordance herewith:





 


	 	a.	Notice
    to the Company shall be addressed and delivered as follows:
	 	 	 
	 		MyMD
    Pharmaceuticals, Inc.
	 	 	___________________________
	 	 	___________________________
	 	 	Attn:_______________________
	 	 	Fax:________________________
	 	 	 
	 	b.	Notice
    to the Participant shall be addressed and delivered as set forth on the signature page.








 




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28. Tax
Requirements. The Participant is hereby advised to consult immediately with his own tax advisor regarding the tax consequences
of this Agreement. The Company or, if applicable, any Subsidiary (for purposes of this Section 28, the term “Company”
shall be deemed to include any applicable Subsidiary), shall have the right to deduct from all amounts paid in cash or other form in
connection with the Plan and this Agreement, any federal, state, local, or other taxes required by law to be withheld in connection with
this Award. The Company may, in its sole discretion, also require the Participant receiving shares of Common Stock issued under the Plan
to pay the Company the amount of any taxes that the Company is required to withhold in connection with the Participant’s income
arising with respect to this Award. Such payments shall be required to be made when requested by the Company and may be required to be
made prior to the delivery of any certificate representing shares of Common Stock. Such payment may be made by (a) the delivery of cash
to the Company in an amount that equals or exceeds (to avoid the issuance of fractional shares under (c) below) the required tax withholding
obligations of the Company; (b) if the Company, in its sole discretion, so consents in writing, the actual delivery by the exercising
Participant to the Company of shares of Common Stock that the Participant has not acquired from the Company within six (6) months prior
to the date of exercise, which shares so delivered have an aggregate Fair Market Value that equals or exceeds (to avoid the issuance
of fractional shares under (c) below) the required tax withholding payment; (c) if the Company, in its sole discretion, so consents in
writing, the Company’s withholding of a number of shares to be delivered upon the exercise of the Stock Option, which shares so
withheld have an aggregate Fair Market Value that equals (but does not exceed) the required tax withholding payment; or (d) any combination
of (a), (b), or (c). The Company may, in its sole discretion, withhold any such taxes from any other cash remuneration otherwise paid
by the Company to the Participant.


 


[Remainder
of Page Intentionally Left Blank;


Signature
Page Follows.]


 




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IN
WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer, and the Participant, to evidence
his consent and approval of all the terms hereof, has duly executed this Agreement, as of the date specified in Section 1 hereof.


 


	 	COMPANY:
	 	 
	 	MYMD
    PHARMACEUTICALS, INC.
	 	 
	 	By:	     
	 	Name:	 
	 	Title:	 
	 	 	 
	 	PARTICIPANT:
	 	 
	 	Signature
	 	 	 
	 	Name:	 
	 	Address:	 
	 	 	 



 








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