EXHIBIT 10.4


 


 





 

SECOND stock option agreement


 


This Second Stock Option
Agreement (“Agreement”) is made as of the 10th day of March, 2015 (“Effective Date”)
between PharmaCyte Biotech, Inc. (“Company”) and Kenneth L. Waggoner (“Participant”).


 


1.Award.
The Company has granted to the Participant an option (“Option”) to purchase up to 2,400,000 shares of the Company’s
common stock annually, par value $0.0001 per share (“Share” or “Shares”), subject to the
terms and conditions of this Agreement. The purchase price per Share (“Exercise Price”) is $0.11, which represents
the fair market value of the shares on the date of the grant. This grant is in satisfaction of the Company’s obligation to
the Participant with respect to the Additional Option Awards provided for in the Executive Compensation Agreement between the Company
and the Participant entered into as of March 10, 2015, effective as of January 1, 2015 (“Compensation Agreement”).


 


2.Incentive
Stock Option Status. The Option is not intended to be treated as an “incentive stock option” within the meaning
of Section 422 of the Internal Revenue Code of 1986.


 


3.Option Term.
Unless terminated sooner in accordance with this Agreement, the Option shall expire if and to the extent it is not exercised within
five years from the Effective Date.


 


4.Vesting of
Option. Subject to the provisions hereof, the Options shall vest at the rate of 200,000 shares per month, subject to Participant’s
continuing service under the Compensation Agreement.


 


5.Forfeiture
Events. If a “Forfeiture Event” occurs, then, to the extent not previously exercised, the Agreement shall thereupon
terminate and be of no further force or effect. For the purposes of this Agreement, the term “Forfeiture Event”
means any of the following events: (i) termination of the Compensation Agreement for Cause; or (ii) the failure by Participant
to provide or be available to provide post-termination consulting services as and to the extent such availability and/or services
are reasonably required by the Compensation Agreement.


 


6.Exercise Procedures.
The Participant may exercise the Option (to the extent otherwise exercisable) by transmitting to the Secretary of the Company (or
another person designated by the Company for this purpose) a written notice specifying the number of whole Shares to be purchased
pursuant to such exercise, together with payment in full of the aggregate Exercise Price payable for such Shares and the amount
of applicable withholding taxes and execution and/or delivery of such representations, releases and other documents as the Board
of Directors of the Company (“Board”) may prescribe. The Exercise Price and the minimum required tax withholding
amount shall be payable in cash or by check, provided that, at the Participant’s request and subject to the provisions of
applicable law, Participant may satisfy such payments (in whole or in part): (i) by the Participant’s surrender of previously-owned
Shares, or by the Company’s withholding Shares that otherwise would be issued if the Exercise Price had been paid in cash,
according to the formula below:


 






    	 



    	 



    

 


	 	X = 	(A-B)(Y) 

      A
	Where	X = 	the number of Shares to be issued to the Participant.
	 	Y = 	the number of Shares issuable upon exercise of this Option, assuming a cash exercise
	 	A = 	Fair Market Value
	 	B = 	the Exercise Price


 


in each case having a
“Fair Market Value” (as defined below) on the date the Option is exercised equal to the amount of the Exercise Price
and/or tax withholding obligation that is being satisfied with such Shares; (ii) by payment to the Company pursuant to a broker-assisted
cashless exercise program arrangement that may be made available by the Company; or (iii) by any combination of the foregoing.
For this purpose, “Fair Market Value” means, as of any relevant date, the value of the Company’s Shares
determined as follows: (a) if the Shares are admitted to trading on a national securities exchange on such date, the closing price
per Share on such date on the principal securities exchange on which the Shares are traded or, if no Shares are traded on that
date, the closing price per Share on the next preceding date on which Shares are traded; (b) if the Shares are not admitted to
trading on a national securities exchange on such date but are traded on the electronic quotation system operated by OTC Markets
Group, Inc. (“OTCQB”), the last closing price for a Share as reported by the OTCQB (or similar organization
or agency succeeding to its functions of reporting prices) at the close of business on such date, or if there is no closing price
on such date, then the closing bid price on such date; or (c) if the Shares are not listed on a national securities exchange or
traded on the OTCQB or other service, the fair market value per Share as determined by the Board, acting in its discretion in accordance
with the requirements of applicable tax law.


 


7.Adjustments
for Capital Changes. The Exercise Price and the number of Shares purchasable upon the exercise of this Option shall be subject
to adjustment from time to time as set forth in this Section 7. The Company shall give Participant notice of any event described
below which requires an adjustment pursuant to this Section 7 in accordance with the notice provisions set forth in Section 7(e).


 


(a)Stock Splits,
etc. The number of Shares purchasable upon the exercise of this Option and the Exercise Price shall be subject to adjustment
from time to time upon the happening of any of the following: In case the Company shall: (i) pay a dividend in Shares or make a
distribution in Shares to holders of its outstanding Shares; (ii) subdivide its outstanding Shares into a greater number of Shares;
(iii) combine its outstanding Shares into a smaller number of Shares; or (iv) issue any Shares in a reclassification of the Shares,
then the number of Shares purchasable upon exercise of this Option immediately prior thereto shall be adjusted so that the Participant
shall be entitled to receive the kind and number of Shares or other securities which it would have owned or have been entitled
to receive had such Option been exercised in advance thereof. Upon each such adjustment of the kind and number of Shares or other
securities of the Company which are purchasable hereunder, the Participant shall thereafter be entitled to purchase the number
of Shares or other securities resulting from such adjustment at an Exercise Price per Share or other security obtained by multiplying
the Exercise Price in effect immediately prior to such adjustment by the number of Shares purchasable pursuant hereto immediately
prior to such adjustment and dividing by the number of Shares or other securities of the Company that are purchasable pursuant
hereto immediately thereafter. An adjustment made pursuant to this paragraph shall become effective immediately after the effective
date of such event retroactive to the record date, if any, for such event.1


 






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(b)Recapitalization,
Reorganization, Reclassification, Consolidation, Merger or Sale. In case the Company shall reorganize its capital, reclassify
its capital stock, consolidate or merge with or into another corporation (where the Company is not the surviving corporation or
where there is a change in or distribution with respect to the Shares of the Company), or sell, transfer or otherwise dispose of
any of its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification,
merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash,
shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase
rights) in addition to or in lieu of common stock of the successor or acquiring corporation (“Other Property”),
are to be received by or distributed to the holders of the Company, then the Participant shall have the right thereafter to receive,
upon exercise of this Option, the number of shares of common stock of the successor or acquiring corporation or of the Company’s
Shares, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification,
merger, consolidation or disposition of assets by the Participant of the number of Shares of for which this Option is exercisable
immediately prior to such event. In case of any such reorganization, reclassification, merger, consolidation or disposition of
assets, the successor or acquiring corporation (if other than the Company) shall expressly assume the due and punctual observance
and performance of each and every covenant and condition of this Option to be performed and observed by the Company and all the
obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined in good faith
by resolution of the Board of the Company) in order to provide for adjustments of Shares for which this Option is exercisable which
shall be as nearly equivalent as practicable to the adjustments provided for in this Section 7 of this Option. For purposes of
this Section 7(b), “common stock of the successor or acquiring corporation” shall include stock of such corporation
of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not
subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible
into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified
event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 7
shall similarly apply to successive reorganizations, reclassifications, mergers, consolidations or disposition of assets.


 


(c)Adjustment
for Other Dividends and Distributions. If the Company shall, at any time or from time to time, make or issue or set a record
date for the determination of holders entitled to receive a dividend or other distribution payable in: (i) cash; (ii) any evidences
of indebtedness, or any other securities of the Company or any property of any nature whatsoever, other than, in each case, Shares;
or (iii) any warrants or other rights to subscribe for or purchase any evidences of indebtedness, or any other securities of the
Company or any property of any nature whatsoever, other than, in each case, Shares, then, and in each event, (A) the number of
Shares for which this Option shall be exercisable shall be adjusted to equal the product of the number of Shares for which this
Option is exercisable immediately prior to such adjustment multiplied by a fraction (1) the numerator of which shall be the Fair
Market Value of the Shares at the date of taking such record and (2) the denominator of which shall be such Fair Market Value of
the Shares minus the amount allocable to one Share of any such cash so distributable and of the fair value (as determined in good
faith by the Board) of any and all such evidences of indebtedness, Shares, other securities or property or warrants or other subscription
or purchase rights so distributable, and (B) the Exercise Price then in effect shall be adjusted to equal (1) the Exercise Price
then in effect multiplied by the number of Shares for which this Option is exercisable immediately prior to the adjustment divided
by (2) the number of Shares for which this Option is exercisable immediately after such adjustment. A reclassification of the Shares
(other than a change in par value, or from par value to no par value or from no par value to par value) into Shares and shares
of any other class of stock shall be deemed a distribution by the Company to the holders of such Shares of such other class of
shares within the meaning of this Section 7(c) and, if the outstanding Shares shall be changed into a larger or smaller number
of Shares as a part of such reclassification, such change shall be deemed a subdivision or combination, as the case may be, of
the outstanding Shares within the meaning of Section 7(a).


 






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(d)Form of Option
after Adjustments. The form of this Option need not be changed because of any adjustments in the Exercise Price or the number
and kind of securities purchasable upon the exercise of this Option.


 


(e)Notice of Adjustments.
Whenever the number of Shares or number or kind of securities or other property purchasable upon the exercise of this Option or
the Exercise Price is adjusted, as herein provided, the Company shall give notice thereof to the Participant, which notice shall
state the number of Shares (and other securities or property) purchasable upon the exercise of this Option and the Exercise Price
of such Shares (and other securities or property) after such adjustment, setting forth a brief statement of the facts requiring
such adjustment and setting forth the computation by which such adjustment was made.


 


8.Transfer Restrictions.
Except as may otherwise be expressly permitted by the Board, the Option is not assignable or transferable other than to a beneficiary
designated to receive the Option upon the Participant’s death or by will or the laws of descent and distribution, and the
Option shall be exercisable during the lifetime of the Participant only by the Participant (or, in the event of the Participant’s
incapacity, the Participant’s legal representative or guardian). Any attempt by the Participant or any other person claiming
against, through or under the Participant to cause the Option or any part of it to be transferred or assigned in any manner and
for any purpose not permitted under this Agreement shall be null and void and without effect.


 


9.Rights as
a Stockholder. No Shares shall be sold, issued or delivered pursuant to the exercise of the Option until full payment for such
Shares has been made or provided for (including, for this purpose, satisfaction of all applicable withholding taxes). The Participant
shall have no rights as a stockholder with respect to any Shares covered by the Option unless and until the Option is exercised
and the Shares purchased pursuant to such exercise are issued in the name of the Participant. Except as otherwise specified, no
adjustment shall be made for dividends or distributions of other rights for which the record date is prior to the date such Shares
are issued.


 






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10.Tax Withholding.
The Company’s obligation to issue Shares pursuant to the exercise of the Option shall be subject to and conditioned upon
the satisfaction by the Participant of applicable tax withholding obligations in accordance with Section 6 of this Agreement. If
and to the extent the applicable withholding obligations is payable in cash, the Participant hereby authorizes the Company to satisfy
all or part of such tax withholding obligations by deductions from cash compensation or other payments that would otherwise be
owed to the Participant.


 


11.No Other
Rights Conferred. Nothing contained herein shall be deemed to give the Participant a right to be retained in the employ or
other service of the Company or any affiliate or to affect the right of the Company and its affiliates to terminate, or modify
the terms and conditions of, the Participant’s employment or other service.


 


12.Successors.
This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted
assigns.


 


13.Entire Agreement.
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and may not be modified
except by written instrument executed by the parties.


 


14.Governing
Law. This Agreement shall be governed by the laws of the State of Nevada, without regard to its principles of conflict of laws.


 


15.Counterparts.
This Agreement may be executed in separate counterparts, each of which will be an original and all of which taken together shall
constitute one and the same agreement.


 


IN WITNESS WHEREOF,
the undersigned have executed this Agreement as of the date first above written.


 


PharmaCyte
Biotech, Inc.


 


 


By: /s/ Gerald W. Crabtree             

Name: Gerald W. Crabtree


Title: Director and Chief Operating Officer


 


 


 


Kenneth L. Waggoner


 


 


By: /s/ Kenneth L. Waggoner         

Name: Kenneth L. Waggoner




 



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