Exhibit 10.4


 


	
    Blue Water Vaccines Inc.

    2021 Equity Incentive Plan

     

    Notice of Grant of Stock Options and

    Stock Option Award Agreement



 


Dear ____________,


 


Blue Water Vaccines Inc. hereby grants you stock
options to purchase up to ______________ shares of our common stock (the “Stock Options”). These Stock Options are subject
to the terms and conditions set forth in the Company’s 2021 Equity Incentive Plan (the “Plan”) and in the Terms and
Conditions attached as Appendix A.


 





	 	Covered Shares:	____________ shares of common stock, par value [$0.00001] per share.
	 	 	 
	 	Exercise Price:	The purchase price for these shares will be $_______ per share.
	 	 	 
	 	Date of Grant:	The “Date of Grant” for your Stock Options is [_________], 2021.
	 	 	 
	 	Vesting Schedule:	You may exercise your Stock Options after they become “vested.”  Vesting is
    subject to your continued employment with Blue Water Vaccines through the vesting dates in the following schedule.


 





	 	Vesting Date
	 	Vesting Percentage 

of Shares	 	Total Number

 of Shares
	 	 	 	  	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 


 


	 	 	Notwithstanding the foregoing, the Stock
Options will become fully vested upon a “change in control” (as this term is defined in the Plan).
	 	 	 
		Termination:	Subject to the terms of the Plan, the vested portion of your Stock Options will remain exercisable for
three months after the date your employment terminates.



 


		ISOs:	These Stock Options are intended to be “incentive stock options” under Section 422 of the
Internal Revenue Code.
	 	 	 
	 	Expiration Date:	If not previously exercised
or forfeited, the Stock Options expire on [__________], 2031.



 






     


     

    

 


Your signature below acknowledges your agreement
that the Stock Options granted to you are subject to all of the terms and conditions contained in the Plan and in Appendix A. PLEASE
BE SURE TO READ APPENDIX A, WHICH CONTAINS THE SPECIFIC TERMS AND CONDITIONS OF YOUR STOCK OPTIONS.


 


Please sign one copy of this Stock Option Agreement (the other copy
is for your files) and return the signed copy to me no later than                  ,
2021.


  





	 	 	BLUE WATER VACCINES INC.
	 	 	 
	____________________	 	

	Date	 	Joseph Hernandez, President & CEO
	 

	 	 	Employee

	 	 	 
	

    
____________________	 	

	Date	 	 


 


[Signature Page to Option Award Agreement]


 




     


     

    

 


APPENDIX A 


 


Blue Water Vaccines Inc.


2021 Equity Incentive Plan


 


Terms and Conditions of Stock Options


 


Pursuant to this Stock Option
Award Agreement, Blue Water Vaccines Inc. (the “Company”) has granted the key employee of the Company named on the first page
of this Award Agreement (the “Participant”) stock options under the Company’s 2021 Equity Incentive Plan (the “Plan”). 
These stock options will give the Participant a contingent right to purchase the number of shares of the Company’s Common Stock
indicated in the Notice of Grant on the first pages of this Award Agreement (the “Notice of Grant”) upon satisfaction of the
vesting requirements and other conditions set forth in this Award Agreement. 


 


The terms and conditions of the Stock Options are
as follows:


 


1. Grant. The Company
has granted the Participant stock options to purchase the number of shares of the Company’s Common Stock, $[0.00001] par
value per share (“Common Stock”), specified on the first page of the Award Agreement.


 


All of the terms of the Plan
related to Stock Options are incorporated into this Award Agreement by reference. Defined terms not explicitly defined in this Award Agreement
but defined in the Plan shall have the same definitions as in the Plan.


 


The Stock Options granted
under this Award Agreement are intended to be Incentive Stock Options covered by Section 422 of the Code, except as otherwise expressly
specified in the Notice of Grant or otherwise stated herein.


 


2. Purchase Price.
The price per share to be paid by the Participant for the shares purchased pursuant to these Stock Options (the “Exercise Price”)
is stated on the Notice of Grant. This Exercise Price shall not be less than the Fair Market Value of a share of Common Stock as of the
Date of Grant (as described in the Notice of Grant), or, if the Participant is a 10-percent Shareholder of the Company, not less than
10 percent of the Fair Market Value of a share of Common Stock.


 


3. Vesting. The Stock
Options shall become vested and exercisable only if the Participant continues to be employed by the Company through the Vesting Dates
set forth in the vesting schedule set forth in the Notice of Grant, and satisfies any other vesting conditions specified on such schedule.


 


The Stock Options intended
to be ISOs are subject to the $100,000 annual limit on vesting of Incentive Stock Options as set forth in Section 422(d) of the Code.
To the extent the aggregate fair market value (determined at the date of grant) of the shares of Common Stock with respect to which those
ISOs first become exercisable by the Participant during any calendar year under this Section 3 and the vesting schedule set forth on the
first page of the Award Agreement (when aggregated with any prior incentive stock options granted to the Participant under stock option
plans of the Company) exceeds $100,000, whether by reason of accelerated vesting under the terms of the Plan or otherwise, the Stock Options
shall consist of Incentive Stock Options for the maximum number of shares that may be covered by incentive stock options without violating
Section 422(d) of the Code, and the remaining Stock Options becoming exercisable in that year shall be treated as non-qualified stock
options not subject to the limits imposed by such Section 422(d) of the Code.


 






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4. Stock Options Non-Transferable.
The Stock Options shall not be transferable by the Participant other than by will or the laws of descent and distribution. During the
lifetime of the Participant, the Stock Options shall be exercisable only by such Participant (or by the Participant’s guardian or
legal representative, should one be appointed).


 


5. Notice of Exercise
of Option. The Stock Options may be exercised by the Participant by delivery of a written notice signed by the Participant to the
Company to the attention of the Plan Administrator or such officer of the Company as the President/Chief Executive Officer may designate.
Any such notice shall:


 


		(a)	specify the number of shares of Common Stock which the Participant, then elects to purchase by exercising
the Stock Options,



 


		(b)	contain such information as may be reasonably required pursuant to Section 13 below, and



 


		(c)	be accompanied by payment in full of the Exercise Price for the Stock Options being exercised, as described
in Section 6 below.



 


The Participant must exercise the Stock Options
for at least 100 shares, or, if less the full number of shares shown in the vesting schedule set forth in the Notice of Grant as to which
the Stock Options remain unexercised.


 


Upon receipt of any such
notice and accompanying payment of the Exercise Price, and subject to the terms hereof, the Company agrees to issue to the Participant,
the number of shares specified in such notice registered in the name of the person exercising the Stock Options.


 


6.
Payment of Exercise Price. Payment of the Exercise Price due upon the exercise of the Stock Options may be made in any one or in
any combination of the following forms:


 


		(a)	in cash ( by a certified or cashier’s check);



 


		(b)	in the form of delivery to the Company (either by actual delivery or attestation) of shares of Common
Stock owned by the Participant having a Fair Market Value equal to the total Exercise Price at the time of the exercise;



 


		(c)	in the form of shares of stock issued to the Participant (or issuable to the Participant pursuant to the
exercise of the Stock Options) having a Fair Market Value equal to the total Exercise Price at the time of the exercise, provided that
(1) such shares used to pay the Exercise Price will not be exercisable thereafter and (2) any remaining balance of the Exercise
Price not satisfied by such net exercise is paid by the Participant in cash or other permitted form of payment;



 


		(d)	through simultaneous sale through a broker acceptable to the Committee of shares of Common Stock issuable
to the Participant on exercise, as permitted under Regulation T of the Board of Governors of the Federal Reserve System.



 






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7. Issuance of Shares.
Any shares of Common Stock issuable to the Participant upon exercise of the Stock Options shall be delivered to the Participant (or to
the person to whom the rights of the Participant shall have passed by will or the laws of descent and distribution) as promptly after
the date of exercise as is feasible, but not before the Participant has paid the Exercise Price for such shares and made arrangements
to satisfy only applicable tax withholding requirements as required by Section 8.


 


8. Withholding Taxes.
In connection with the exercise of the Stock Options, the Company shall notify the Participant of the amount of tax (if any) that must
be withheld by the Company under all applicable federal, state and local tax laws. In such event, the Participant agrees to make arrangements
satisfactory to the Company to (a) remit the required amount to the Company in cash, (b) authorize the Company to withhold a portion of
the shares of Common Stock otherwise issuable upon exercise of the Stock Options with a value equal to the required amount of tax, (c)
deliver to the Company shares of Common Stock the Participant already owns with a value equal to the required amount, (d) authorize the
deduction of the required amount of tax from the Participant’s regular cash compensation from the Company, (e) by allowing the Participant
to effectuate a “cashless exercise” pursuant to a program developed under Regulation T as promulgated by the Federal
Reserve Board, or (f) otherwise provide for payment of the required amount in any other manner
satisfactory to the Company.


 


As a condition to accepting
this award of Stock Options under the Plan, the Participant agrees (a) to not make any claim against the Company, or any of its officers,
directors, employees or affiliates related to tax liabilities arising from such Stock Options or other Company compensation, and (b) further
agrees that in the event that the amount of the Company’s tax withholding obligation in connection with such Stock Options was greater
than the amount actually withheld by the Company, the Participant shall indemnify and hold the Company harmless from any failure by the
Company and/or its Affiliates to withhold the proper amount.


 


9. Expiration of
Options. If the Stock Options are not exercised with respect to all or any part of the shares subject to the Stock Options prior
to the expiration date specified in the Notice of Grant (which shall be no later than ten (10) years from the date of grant), the
Stock Options shall expire, and any shares with respect to which the Stock Options were not previously exercised shall no longer be
purchasable by exercising the Stock Options.


 






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10. Termination of Services.
In the event of the termination of the Participant’s employment by the Company, other than a termination that is either (i) for
Cause, (ii) voluntarily initiated on the part of the Participant and without written consent of the Company,


 


		(a)	the unvested portion of the Stock Options (if any) shall terminate immediately and shall not thereafter
be or become exercisable; and



 


		(b)	the Participant may exercise the vested portion of the Stock Options at any time within three (3) months
after such termination to the extent of the number of shares which have already become vested and purchasable shares under the vesting
schedule set forth in the Notice of Grant at the date of such termination.



 


In the event that the termination of the Participant’s
employment with the Company is a result of Disability, the Participant may exercise the vested portion of the Stock Options at any time
within the period of twelve (12) months after the date of such termination by reason of Disability.


 


In the event of a termination of the Participant’s
employment with the Company that is either (i) for Cause or (ii) voluntarily initiated on the part of the Participant and without
the written consent of the Company, all of the Stock Options which have not previously been exercised shall terminate immediately and
shall not thereafter be or become exercisable.


 


In the event the Participant’s employment
terminates for any reason other than for Cause and, at any time during the last thirty days of the applicable post-termination exercise
period described in the preceding paragraph: (i) the exercise of the Participant’s Stock Options would be prohibited solely
because the issuance of shares of Common Stock upon such exercise would violate applicable law, or (ii) the immediate sale of any
shares of Common Stock issued upon such exercise would violate the Company’s Trading Policy, then the applicable post-termination
exercise period will be extended to the last day of the calendar month that commences following the date the Stock Options would otherwise
expire, with an additional extension of the exercise period to the last day of the next calendar month to apply if any of the foregoing
restrictions apply at any time during such extended exercise period, generally without limitation as to the maximum permitted number of
extensions); provided, however, that in no event may such Stock Options be exercised after the expiration of its term (as set forth on
the first page of the Award Agreement).


 


11. Death. In the
event of the Participant’s death while employed by Company or within eighteen (18) months after termination of such employment (if
such departure from the Company was not for cause), the Stock Options shall remain in effect and may be exercised by the Participant’s
executor or administrator, or the Participant’s heirs to the extent of the number of shares which had already become vested under
the vesting schedule on the first page of this Award Agreement at the date of death. The appropriate persons to whom the right to exercise
the Stock Options transferred may exercise that portion of the Stock Options at any time within a period ending on the earlier of (a) the
last day of the eighteen (18) month period following the Participant’s death or (b) the expiration date of the Stock Options
specified in the Notice of Grant.


 






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12. Representations of Participant.
The Participant represents, warrants, and agrees as follows, and the parties agree that the Company may rely on the same in consummating
the issuance of any shares of the Common Stock to the Participant pursuant to the Stock Options (the “Option Shares”):


 


		(a)	No Representations.  The Participant is entering into this Agreement, and will acquire the
Option Shares, solely on the basis of his own familiarity with the Company and all relevant factors about the Company’s affairs,
and neither the Company nor any agent of the Company has made any express or implied representations, covenants, or warranties to the
Participant with respect to such matters.



 


		(b)	Investment Purpose.  The Participant is acquiring the Option Shares for his own account for
investment and not with a view to the resale or distribution of the Option Shares.



 


		(c)	Economic Risk.  The Participant is willing and able to bear the economic risk of an investment
in the Option Shares (in making this representation, attention has been given to whether the Participant can afford to hold the Option
Shares for an indefinite period of time and whether, at this time, the Participant can afford a complete loss of the investment).



 


13. Compliance with Securities
Laws and Other Regulatory Matters. The Participant acknowledges that the issuance of capital stock of the Company is subject to limitations
imposed by federal and state law, and the Participant hereby agrees that the Company shall not be obligated to issue any shares of Common
Stock upon an attempted exercise of the Stock Options that would cause the Company to violate law or any rule, regulation, order or consent
decree of any regulatory authority (including without limitation the SEC) having jurisdiction over the affairs of the Company. The Participant
agrees that he or she will provide the Company with the representations in Section 12 above, and with such information as is reasonably
requested by the Company or its counsel to determine whether the issuance of Common Stock complies with the provisions described by this
Section 13.


 


14. Rights Prior to Issuance
of Shares. Neither the Participant nor any person to whom the rights of the Participant shall have passed by will or the laws of descent
and distribution shall have any of the rights of a shareholder with respect to any shares of Common Stock until the date of the issuance
to him of such shares of Common Stock as provided in Section 7 above.


 


15. Covenant Not to Compete.
If the Participant has not already executed a non-competition agreement with the Company, the Participant shall provide the Company
with a signed non-competition agreement simultaneously with the execution of the Award Agreement.  The Participant’s execution
and delivery of such a non-competition agreement in a form reasonably satisfactory to the Company shall be a condition to the Company’s
obligation to issue any shares to the Participant upon exercise of the Stock Options granted under this Agreement.  In consideration
of the Stock Options, the Participant agrees that if, at any time during the period set forth in non-competition agreement, the Participant
should violate the covenants not to compete or the non-solicitation covenants set forth in the non-competition agreement without the express
prior consent of the Company, the Participant will forfeit his or her right to receive or retain the shares issued upon the exercise of
the Stock Options granted under this Agreement.


 






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16. Miscellaneous.


 


		(a)	This Agreement shall be binding upon the parties hereto and their representatives, successors and assigns.



 


		(b)	The Participant acknowledges and agrees that if he should become an executive officer of the Company,
the Stock Options granted under this Agreement may be subject to the Company’s policy on recoupment of executive incentive compensation,
as it may be amended from time to time.



 


		(c)	This Agreement shall be governed by the laws of the State of Delaware.



 


		(d)	Any requests or notices to be given hereunder shall be deemed given, and any elections or exercises to
be made or accomplished shall be deemed made or accomplished, upon actual delivery thereof to the designated recipient, or three days
after deposit thereof in the United States mail, registered, return receipt requested and postage prepaid, addressed, if to the Participant,
at the most recent mailing address provided to the Company in writing, and, if to the Company, to the executive offices of the Company,
or at such other addresses that the parties provide to each other in accordance with the foregoing notice requirements.



 


		(e)	The Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic
or other form, of the Participant’s personal data as described in this Award Agreement and any other Stock Option grant materials
by the Company for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan.
The Participant understands that the Company may hold certain personal information about the Participant, including, but not limited
to, the Participant’s name, home address and telephone number, date of birth, social insurance number or other identification number,
salary, nationality, job title, any Shares held in the Company, details of all Stock Options or any other equity Awards under the Plan
awarded, cancelled, exercised, vested, unvested or outstanding in the Participant’s favor (“Data”), for the exclusive
purpose of implementing, administering and managing the Plan. The Participant further understands that such Data may be transferred to
any stock plan service provider selected by the Company to assist the Company with the implementation, administration and management of
the Plan.



 


		(f)	This Agreement may not be modified except in writing executed by each of the parties to it.



 


		(g)	The Stock Options granted to the Participant under this Agreement are subject to all the provisions of
the Plan, the provisions of which are hereby made a part of this Agreement, and are further subject to all interpretations, amendments,
rules and regulations, which may from time to time be promulgated and adopted pursuant to the Plan. In the event of any conflict between
the provisions of this Agreement and those of the Plan, the provisions of the Plan shall control.



 


		(h)	Neither this Agreement nor the Stock Options confer upon the Participant any right to continue their employment
with the Company or otherwise continue to provide their services to the Company.



 


17. Restriction
on Disposition of Shares. Unless the Company otherwise agrees in writing, the shares purchased pursuant to the exercise of an Incentive
Stock Option shall not be transferred by the Employee Participant except pursuant to the Employee’s will, or the laws of descent
and distribution, until such date which is the later of two years after the grant of such Incentive Stock Option or one year after the
transfer of the shares to the Participant pursuant to the exercise of such Incentive Stock Option.


 


 


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