Exhibit 10.4 


 


ORIGINCLEAR, INC.


EMPLOYEE
NONSTATUTORY STOCK OPTION AGREEMENT


 



 


This
Employee 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 employee of
the Company or any subsidiary thereof ("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:	Jean-Louis Kindler	 
	 	 	 	 	 	 
	 	 	(c)	Number
    of Shares:	5,000,000	 
	 	 	 	 	 	 
	 	 	(d)	Exercise
    Price:	$0.0375	 











			



 


2.
Acknowledgements.


 


(a) Optionee is an
employee of the Company or subsidiary 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 employment if such termination occurs prior to the end of such four year period. Nothing contained herein
shall confer upon Optionee the right to the continuation of his or her employment by the Company or to interfere with the right
of the Company to terminate such employment or to increase or decrease the compensation of Optionee from the rate in existence
at the date hereof.


 


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
employment. An initial amount of fifty percent (50%) of the Shares shall vest upon OriginClear Technologies Revenue (as defined
below) for the preceding trailing twelve months exceeding One Million Dollars ($1,000,000), and the balance shall vest upon OriginClear
Technologies Profit for the preceding trailing twelve months exceeding Five Hundred Thousand Dollars ($500,000).


 


For the purposes
hereof, the following terms shall bear the following meanings ascribed to them:


 


“OriginClear
Technologies Revenue” shall mean any revenue derived on or after the Grant Date from activities of the OriginClear Technologies
Division (as defined below) developed and materially contributed to on or after the Grant Date, as shall be determined in the
sole discretion of the Company; provided that (i) any such revenue from a subsidiary of the Company shall only be counted to the
same extent that such revenue is attributable to the OriginClear Technologies Division, as determined in the sole discretion of
the Company, and (ii) any such revenue shall be calculated in accordance with GAAP. 


 


“OriginClear
Technologies Profit” shall mean any OriginClear Technologies Revenue less all costs directly attributable to OriginClear
Technologies Revenue, as determined in the sole discretion of the Company.


 


“OriginClear
Technologies Division” means the Company’s technology business unit or division relating to the Company’s Electro
Water Separation technology and any new technology developed on or after the Grant Date by the Company’s technology team,
as determined in the sole discretion of the Company. 


 


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 Employment. If Optionee shall cease to be employed by the Company for any reason, whether voluntarily or involuntarily,
other than by his or her death, Optionee (or if the Optionee shall die after such termination, but prior to such exercise date,
Optionee's personal representative or the person entitled to succeed to the Option) shall have the right at any time within three
(3) months following such termination of employment or the remaining term of this Option, whichever is the lesser, to exercise
in whole or in part this Option to the extent, but only to the extent, that this Option was exercisable as of the date of termination
of employment and had not previously been exercised; provided, however: (i) if Optionee is permanently disabled (within the meaning
of Section 22(e)(3) of the Code) at the time of termination, the foregoing three (3) month period shall be extended to six (6)
months; or (ii) if Optionee is terminated "for cause" as defined in any applicable employment, or in the absence
of an employment agreement then defined as (i) Optionee’s conviction of or entrance of a plea of guilty or nolo contendere
to a felony; or (ii) Optionee is engaging or has engaged in material fraud, material dishonesty, or other acts of willful and
continued misconduct in connection with the business affairs of the Company, this Option shall automatically terminate 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.







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8.
Death of Optionee. If the Optionee shall die while in the employ 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.


 


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 for his or her employee records.


 


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:Jean-Louis Kindler



	 






(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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