Exhibit 10.8


 


ORIGINCLEAR, INC.


Director
NONSTATUTORY STOCK OPTION AGREEMENT


 



 


This
Director Nonstatutory Stock Option Agreement ("Agreement") is made and entered into as of the date
set forth below, by and between OriginClear, Inc., a Nevada corporation (the "Company"), and the Director of
the Company ("Optionee") named in Section 1(b):


 


In consideration
of the covenants herein set forth, the parties hereto agree as follows:


 


1.
Option Information.


 


	 	 	(a)	Date
    of Option:	October
    6, 2015	 
	 	 	 	 	 	 
	 	 	(b)	Optionee:	Anthony Fidaleo	 
	 	 	 	 	 	 
	 	 	(c)	Number
    of Shares:	500,000	 
	 	 	 	 	 	 
	 	 	(d)	Exercise
    Price:	$0.0375	 












2.
Acknowledgements.


 


(a)
Optionee is a member of the Board of the Company.


 


(b) The Board of Directors (the "Board"
which term shall include an authorized committee of the Board of Directors) of the Company have heretofore adopted a 2015 Equity
Incentive Plan (the "Plan"), pursuant to which this Option is being granted.


 


(c)
The Board has authorized the granting to Optionee of a nonstatutory stock option ("Option") to purchase shares
of common stock of the Company ("Stock") upon the terms and conditions hereinafter stated and pursuant to an
exemption from registration under the Securities Act of 1933, as amended (the "Securities Act") provided by Section
4(a)(2) thereunder










 


3. Shares; Price.
The Company hereby grants to Optionee the right to purchase, upon and subject to the terms and conditions herein stated, the
number of shares of Stock set forth in Section 1(c) above (the "Shares") for cash (or other consideration as
is acceptable to the Board of Directors of the Company, in their sole and absolute discretion) at the price per Share set forth
in Section 1(d) above (the "Exercise Price").


 


4. Term of Option;
Continuation of Service. This Option shall expire, and all rights hereunder to purchase the Shares shall terminate four years
from the date hereof. This Option shall earlier terminate subject to Sections 7 and 8 hereof upon, and as of the date of, the
termination of Optionee's service as Director terminates prior to the end of such four year period.


 






    


     

    




 


5. Vesting of
Option. Subject to the provisions of Sections 7 and 8 hereof, this Option shall become exercisable during the term of Optionee's
service as Director. An initial amount of fifty percent (50%) of the Shares shall vest on the Date of Option set forth in Section
1 above and fifty percent (50%) shall vest on the one year anniversary of the Date of Option set forth in Section 1 above.


 


6. Exercise.
This Option shall be exercised by delivery to the Company of (a) written notice of exercise stating the number of Shares being
purchased (in whole shares only) and such other information set forth on the form of Notice of Exercise attached hereto as Appendix
A, (b) a check or cash in the amount of the Exercise Price of the Shares covered by the notice (or such other consideration
as has been approved by the Board of Directors consistent with the Plan) and (c) a written investment representation as provided
for in Section 12 hereof. This Option shall not be assignable or transferable, except by will or by the laws of descent and distribution,
and shall be exercisable only by Optionee during his or her lifetime, except as provided in Section 8 hereof.


 


7. Termination
of Service. If Optionee shall cease to serve as a Director of the Company for any reason, no further installments shall vest
pursuant to Section 5, and the maximum number of Shares that Optionee may purchase pursuant hereto shall be limited to the number
of Shares that were vested as of the date Optionee ceases to be a Director (to the nearest whole Share). Thereupon, Optionee shall
have the right to exercise this Option, at any time during the remaining term hereof, to the extent, but only to the extent, that
this Option was exercisable as of the date Optionee ceases to be a Director; provided, however, if Optionee is removed as a Director
pursuant to the Nevada corporation law, the foregoing right to exercise shall automatically terminate on the date Optionee ceases
to be a Director as to all Shares covered by this Option not exercised prior to termination. Unless earlier terminated, all rights
under this Option shall terminate in any event on the expiration date of this Option as defined in Section 4 hereof.


 


8. Death of Optionee.
If the Optionee shall die while serving as Director of the Company, Optionee's personal representative or the person entitled
to Optionee's rights hereunder may at any time within six (6) months after the date of Optionee's death, or during the remaining
term of this Option, whichever is the lesser, exercise this Option and purchase Shares to the extent, but only to the extent,
that Optionee could have exercised this Option as of the date of Optionee's death; provided, in any case, that this Option may
be so exercised only to the extent that this Option has not previously been exercised by Optionee.


 



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9. No Rights as
Shareholder. Optionee shall have no rights as a shareholder with respect to the Shares covered by any installment of this
Option until the effective date of issuance of the Shares following exercise of this Option, and no adjustment will be made for
dividends or other rights for which the record date is prior to the date such stock certificate or certificates are issued except
as provided in Section 8 of the Plan.


 


10. Taxation upon
Exercise of Option. Optionee understands that, upon exercise of this Option, Optionee will recognize income, for Federal and
state income tax purposes, in an amount equal to the amount by which the fair market value of the Shares, determined as of the
date of exercise, exceeds the Exercise Price. The acceptance of the Shares by Optionee shall constitute an agreement by Optionee
to report such income in accordance with then applicable law and to cooperate with Company in establishing the amount of such
income and corresponding deduction to the Company for its income tax purposes. Withholding for federal or state income and employment
tax purposes will be made, if and as required by law, from Optionee's then current compensation, or, if such current compensation
is insufficient to satisfy withholding tax liability, the Company may require Optionee to make a cash payment to cover such liability
as a condition of the exercise of this Option.


 


11. Modification,
Extension and Renewal of Options. The Board or Committee, as described in the Plan, may modify, extend or renew this Option
or accept the surrender thereof (to the extent not theretofore exercised) and authorize the granting of a new option in substitution
therefore (to the extent not theretofore exercised), subject at all times to the Plan and the Code. Notwithstanding the foregoing
provisions of this Section 11, no modification shall, without the consent of the Optionee, alter to the Optionee's detriment or
impair any rights of Optionee hereunder.


 


12. Investment
Intent; Restrictions on Transfer.


 


(a)
Optionee represents and agrees that if Optionee exercises this Option in whole or in part, Optionee will in each case acquire
the Shares upon such exercise for the purpose of investment and not with a view to, or for resale in connection with, any distribution
thereof; and that upon such exercise of this Option in whole or in part, Optionee (or any person or persons entitled to exercise
this Option under the provisions of Sections 7 and 8 hereof) shall furnish to the Company a written statement to such effect,
satisfactory to the Company in form and substance. If the Shares represented by this Option are registered under the Securities
Act, either before or after the exercise of this Option in whole or in part, the Optionee shall be relieved of the foregoing
investment representation and agreement and shall not be required to furnish the Company with the foregoing written statement.


 


(b) Optionee further represents that Optionee has had access
to the financial statements or books and records of the Company, has had the opportunity to ask questions of the Company concerning
its business, operations and financial condition, and to obtain additional information reasonably necessary to verify the accuracy
of such information.


 


(c) Unless and until
the Shares represented by this Option are registered under the Securities Act, all certificates representing the Shares and any
certificates subsequently issued in substitution therefor and any certificate for any securities issued pursuant to any stock
split, share reclassification, stock dividend or other similar capital event shall bear legends in substantially the following
form:


 			THESE SECURITIES HAVE NOT BEEN REGISTERED
OR OTHERWISE QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE 'SECURITIES ACT') OR UNDER THE APPLICABLE OR SECURITIES LAWS OF ANY
STATE. NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE
OF REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE SECURITIES LAWS OF ANY STATE, UNLESS PURSUANT TO EXEMPTIONS THEREFROM.




 


			THE SHARES REPRESENTED BY THIS CERTIFICATE
HAVE BEEN ISSUED PURSUANT TO THAT CERTAIN NONSTATUTORY STOCK OPTION AGREEMENT DATED __10/06/15__ BETWEEN THE COMPANY AND
THE ISSUEE WHICH RESTRICTS THE TRANSFER OF THESE SHARES WHICH ARE SUBJECT TO REPURCHASE BY THE COMPANY UNDER CERTAIN CONDITIONS.



 


and/or such other legend or legends as
the Company and its counsel deem necessary or appropriate. Appropriate stop transfer instructions with respect to the Shares have
been placed with the Company's transfer agent.


 



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(d) For the purpose
of any transfer of any Shares represented by this Option under Rule 144 promulgated under the Securities Act (and for that purpose
only), the Optionee shall be considered an affiliate of the Company, regardless of whether the Optionee is an affiliate of the
Company as such term affiliate is defined in Rule 144, and shall be subject to the same limitations on the amount that can be
sold pursuant to Rule 144(e) or any successor rule.


 


13. Stand-off
Agreement. Optionee agrees that, in connection with any registration of the Company's securities under the Securities Act,
and upon the request of the Company or any underwriter managing an underwritten offering of the Company's securities, Optionee
shall not sell, short any sale of, loan, grant an option for, or otherwise dispose of any of the Shares (other than Shares included
in the offering) without the prior written consent of the Company or such managing underwriter, as applicable, for a period of
at least one year following the effective date of registration of such offering.


 


14. Notices.
Any notice required to be given pursuant to this Option or the Plan shall be in writing and shall be deemed to be delivered upon
receipt or, in the case of notices by the Company, five (5) days after deposit in the U.S. mail, postage prepaid, addressed to
Optionee at the address last provided by Optionee to the Company.


 


15. Agreement
Subject to Plan; Applicable Law. This Option is made pursuant to the Plan and shall be interpreted to comply therewith. A
copy of such Plan is available to Optionee, at no charge, at the principal office of the Company. Any provision of this Option
inconsistent with the Plan shall be considered void and replaced with the applicable provision of the Plan. This Option has been
granted, executed and delivered in the State of Nevada, and the interpretation and enforcement shall be governed by the laws thereof
and subject to the exclusive jurisdiction of the courts located in the State of Nevada.


 


[SIGNATURE
PAGE FOLLOWS]









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In
Witness Whereof, the parties hereto have executed this Option as of the date
first above written.


 


	COMPANY: 	OriginClear, Inc.	 
	 	 	 
	 	By:	 
	 	Name:T. Riggs Eckelberry	 
	 	Title: President & CEO	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	OPTIONEE:	By:	 
	 	(signature)	 
	 	 	 
	 	Name: Anthony Fidaleo	 


(one of the following,
as appropriate, shall be signed)


 


	I certify that as of the date hereof I am unmarried	 	
        By
        his or her signature, the spouse of Optionee hereby agrees to be bound by the provisions of the foregoing NONSTATUTORY STOCK OPTION
        AGREEMENT

         

	 	 	 
	Optionee	 	Spouse of Optionee


 



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Appendix A


 


NOTICE
OF EXERCISE


 


ORIGINCLEAR, INC.


_________________


_________________


_________________


 


Re: Nonstatutory
Stock Option


 


Notice is hereby
given pursuant to Section 6 of my Nonstatutory Stock Option Agreement that I elect to purchase the number of shares set forth
below at the exercise price set forth in my option agreement:


 


Nonstatutory Stock
Option Agreement dated: ____________


 


Number of shares
being purchased: ____________


 


Exercise Price: $____________


 


A check in the amount
of the aggregate price of the shares being purchased is attached.


 


I hereby confirm
that such shares are being acquired by me for my own account for investment purposes, and not with a view to, or for resale in
connection with, any distribution thereof. I will not sell or dispose of my Shares in violation of the Securities Act of 1933,
as amended, or any applicable federal or state securities laws. Further, I understand that the exemption from taxable income at
the time of exercise is dependent upon my holding such stock for a period of at least one year from the date of exercise and two
years from the date of grant of the Option.


 


I understand that
the certificate representing the Option Shares will bear a restrictive legend within the contemplation of the Securities Act and
as required by such other state or federal law or regulation applicable to the issuance or delivery of the Option Shares.


 


I agree to provide
to the Company such additional documents or information as may be required pursuant to the 2015 Equity Incentive Plan.








 





	 	By:	 
	 	(signature)	 
	 	 	 
	 	Name:	 
	 	 	 



 


 





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