EXHIBIT
10.4


Teletronics
International, Inc.


 


D.
FANG INCENTIVE STOCK OPTION AGREEMENT 2013


 


This
Option Agreement grants Dickson Fang Stock Option in accordance with INCENTIVE STOCK OPTION PLAN 2013 (the “Plan”),
approved in Stockholders Annual Meeting of December 28, 2012 and implemented according to resolution 9 of the Board of Directors’
Meeting Minutes of October 22, 2013.


 


I.
NOTICE OF STOCK OPTION GRANT


 


Optionee:
Dickson Fang


 


Address:
411 King Farm Blvd., #302, Rockville, MD 20850


 


You
have been granted an Option to purchase Common Stock of the Company, subject to the terms and conditions of the Plan and this
Option Agreement, as follows:


 


	Grant Date:	 	April
    15, 2014 
	Vesting Commencement Date:	 	Performance
    Standard
	Exercise Price per Share:	 	$1.00
	Total Number of Shares Granted:	 	1,500,000
	Total Exercise Price:	 	$1.5 Million
	Type of Option:	 	Incentive
    Stock Option
	Expiration Date:	 	May 1, 2019
	Vesting Schedule:	 	 


 


The
Shares underlying the Option will vest in two installments promulgated over a five-year period beginning on the Date of Grant,
at the time when Dickson Fang, as the CEO, has achieved the performance (i) the Company becomes a Form-10 reporting public Company,
at which 1,100,000 shares become vesting, and (ii) the Company becomes a public traded Company, at which time 400,000 shares become
vesting.


 


Termination
Period:


 


To
the extent vested, this Option will be exercisable for three (3) months after Optionee ceases to be an employee, unless termination
is due to Optionee’s death or Disability, in which case this Option will be exercisable for twelve (12) months after
Optionee ceases to be an employee. Notwithstanding the foregoing sentence, in no event may this Option be exercised after any
termination of the Optionee as an employee determined by the Company’s Board to be for Cause or after the Expiration Date
as provided above and this Option may be subject to earlier termination as provided in the Plan.


 


“Cause”
has the meaning ascribed to such term or words of similar import in Optionee’s written employment or service contract with
the Company or its Parent or any Subsidiary and, in the absence of such agreement or definition, means Optionee’s (i) conviction
of, or plea of nolo contendere to, a felony or any other crime involving moral turpitude; (ii) fraud on or misappropriation of
any funds or property of the Company or its subsidiaries, or any affiliate, customer or vendor; (iii) personal dishonesty, incompetence,
willful misconduct, willful violation of any law, rule or regulation (other than minor traffic violations or similar offenses),
or breach of fiduciary duty which involves personal profit; (iv) willful misconduct in connection with Optionee’s duties
or willful failure to perform Optionee’s responsibilities in the best interests of the Company or its subsidiaries; (v)
illegal use or distribution of drugs; (vi) violation of any rule, regulation, procedure or policy of the Company or its subsidiaries;
(vii) breach of any provision of any employment, non-disclosure, non-competition, non-solicitation or other similar agreement
executed by Optionee for the benefit of the Company or its subsidiaries; (viii) failure of the Optionee to achieve sales or other
performance targets specified to the Optionee in writing by the Company; (ix) failure of the Optionee to satisfy other employment
duties of the Optionee after Optionee has received a written or oral demand for performance from the Company of those duties;
or (x) failure by the Optionee to follow the other written or oral lawful directives of the Company that reasonably fall within
the scope of the Optionee’s job duties, all as determined by the Company’s Board, which determination will be conclusive.


 




    	 



    	 



    


 


II.
AGREEMENT


 


1.
Grant of Option. Either the CEO or CFO of the Company shall be appointed as the INCENTIVE STOCK OPTION PLAN 2013 Administrator
who grants to the Optionee named in this Option Agreement, an Option to purchase the number of Shares at the specified exercise
price per Share (the “Exercise Price”), and subject to the terms and conditions of the Plan, which is incorporated
herein by reference. In the event of a conflict between the terms and conditions of the Plan and this Option Agreement, the terms
and conditions of the Plan prevail.


 


If
designated in the Notice of Stock Option Grant as an Incentive Stock Option, this Option is intended to qualify as an Incentive
Stock Option as defined in Code section 422.


 


2.
Exercise of Option.


 


(a)
Right to Exercise. This Option is exercisable during its term in accordance with the Vesting Schedule set out in the Notice
of Stock Option Grant and with the applicable provisions of the Plan and this Option Agreement.


 


(b)
Method of Exercise. This Option is exercisable by (i) delivery of an exercise notice in the form attached as Exhibit
A (the “Exercise Notice”) or in a manner and pursuant to procedures as the Administrator may determine, which
will state the election to exercise the Option, the number of Shares with respect to which the Option is being exercised, and
other representations and agreements as may be required by the Company and (ii) paying the Company in full the aggregate Exercise
Price as to all Shares being acquired, together with any applicable tax withholding.


 


This
Option will be deemed to be exercised upon receipt by the Company of a fully executed Exercise Notice accompanied by the aggregate
Exercise Price, together with any applicable tax withholding.


 


No
Shares will be issued pursuant to the exercise of an Option unless the issuance and exercise of Shares complies with Applicable
Laws. Assuming compliance, for income tax purposes the Shares will be considered transferred to the Optionee on the date on which
the Option is exercised with respect to the Shares.


 




    	 



    	 



    


 


3.
Method of Payment. The aggregate Exercise Price may be paid by any of the following, or a combination thereof, at the election
of the Optionee:


 


	 	(a)	cash;
	 	 	 
	 	(b)	check;
	 	 	 
	 	(c)	promissory note;
	 	 	 
	 	(d)	other Shares, provided Shares have a
    Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which said Option will
    be exercised;
	 	 	 
	 	(e)	by asking the Company to withhold Shares
    from the total Shares to be delivered upon exercise equal to the number of Shares having a value equal to the aggregate Exercise
    Price of the Shares being acquired;
	 	 	 
	 	(f)	any combination of the foregoing methods
    of payment; or
	 	 	 
	 	(g)	such other consideration and method of
    payment for the issuance of Shares to the extent permitted by Applicable Laws.


 


4.
Restrictions on Exercise. This Option may not be exercised (a) until such time as the Plan has been approved by the stockholders
of the Company, or (b) if the issuance of such Shares upon such exercise or the method of payment of consideration for such shares
would constitute a violation of any Applicable Laws. The Company will be relieved of any liability with respect to any delayed
issuance of shares or its failure to issue shares if such delay or failure is necessary to comply with Applicable Laws.


 


5.
Non-Transferability of Option. This Option may not be transferred in any manner otherwise than by will or by the laws of
descent or distribution and may be exercised during the lifetime of Optionee only by Optionee. The terms of the Plan and this
Option Agreement are binding upon the executors, administrators, heirs, successors and assigns of the Optionee.


 


6.
Term of Option. This Option may be exercised only within the term set out in the Notice of Stock Option Grant, and may
be exercised during the term only in accordance with the Plan and the terms of this Option.


 


7.
Tax Obligations.


 


(a)
Withholding Taxes. Optionee agrees to arrange for the satisfaction of all Federal, state, local and foreign income and
employment tax withholding requirements applicable to the Option exercise. Optionee acknowledges and agrees that the Company may
refuse to honor the exercise and refuse to deliver the Shares if withholding amounts are not delivered at the time of exercise.


 


(b)
Notice of Disqualifying Disposition of ISO Shares. If the Option granted to Optionee is an ISO, and if Optionee sells or
otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (i) the date two (2) years after
the Grant Date, or (ii) the date one (1) year after the date of exercise, the Optionee must immediately notify the Company of
the disposition in writing. Optionee agrees that Optionee may be subject to income tax withholding by the Company on the compensation
income recognized by the Optionee.


 


(c)
Code Section 409A. Under Code section 409A, an Option that vests after December 31, 2004 that was granted with a per Share
exercise price that is determined by the Internal Revenue Service (the “IRS”) to be less than the Fair Market Value
of a Share on the Grant Date (a “discount option”) may be considered deferred compensation. An Option that is a discount
option may result in (i) income recognition by the Optionee prior to the exercise of the Option, (ii) an additional twenty percent
(20%) tax, and (iii) potential penalty and interest charges. Optionee acknowledges that the Company cannot and has not guaranteed
that the IRS will agree that the per Share Exercise Price of this Option equals or exceeds Fair Market Value of a Share on the
Grant Date in a later examination. Optionee agrees that if the IRS determines that the Option was granted with a per Share exercise
price that was less than the Fair Market Value of a Share on the Grant Date, Optionee will be solely responsible for any and all
resulting tax consequences.


 




    	 



    	 



    


 


8.
No Guarantee of Continued Service. OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING
SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS AN EMPLOYEE AT THE WILL OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING
OR RETAINING OPTIONEE) AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER. OPTIONEE
FURTHER ACKNOWLEDGES AND AGREES THAT THIS OPTION AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET
FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE FOR THE VESTING PERIOD, FOR
ANY PERIOD, OR AT ALL, AND WILL NOT INTERFERE IN ANY WAY WITH OPTIONEE’S RIGHT OR THE RIGHT OF THE COMPANY (OR THE PARENT
OR SUBSIDIARY EMPLOYING OR RETAINING OPTIONEE) TO TERMINATE OPTIONEE’S RELATIONSHIP AS AN EMPLOYEE AT ANY TIME, WITH OR
WITHOUT CAUSE.


 


9.
Notices. All notices or other communications which are required or permitted hereunder will be in writing and sufficient
if (i) personally delivered or sent by telecopy, (ii) sent by nationally-recognized overnight courier or (iii) sent by registered
or certified mail, postage prepaid, return receipt requested, addressed as follows:


 


if
to the Optionee, to the address (or telecopy number) set forth on the Notice of Stock Option Grant; and


 


if
to the Company, to the attention of the Chief Financial Officer at the address set forth below:


 


Teletronics
International, Inc.


No.
2 Choke Cherry Rd.,


 Rockville,
MD 20850


 


or
to any other address as the party to whom notice is to be given may have furnished to the other party in writing in accordance
herewith. Any communication will be deemed to have been given (i) when delivered, if personally delivered, or when telecopied,
if telecopied, (ii) on the first Business Day (as hereinafter defined) after dispatch, if sent by nationally-recognized overnight
courier and (iii) on the fourth Business Day following the date on which the piece of mail containing the communication is posted,
if sent by mail. As used herein, “Business Day” means a day that is not a Saturday, Sunday or a day on which banking
institutions in the city to which the notice or communication is to be sent are not required to be open.


 


10.
Specific Performance. Optionee expressly agrees that the Company will be irreparably damaged if the provisions of this
Option Agreement and the Plan are not specifically enforced. Upon a breach or threatened breach of the terms, covenants and/or
conditions of this Option Agreement or the Plan by the Optionee, the Company will, in addition to all other remedies, be entitled
to a temporary or permanent injunction, without showing any actual damage, and/or decree for specific performance, in accordance
with the provisions hereof and thereof. The Administrator has the power to determine what constitutes a breach or threatened breach
of this Option Agreement or the Plan. The Administrator’s determinations will be final and conclusive and binding upon the
Optionee.


 


11.
No Waiver. No waiver of any breach or condition of this Option Agreement will be deemed to be a waiver of any other or
subsequent breach or condition, whether of like or different nature.


 


12.
Optionee Undertaking. The Optionee agrees to take whatever additional actions and execute whatever additional documents
the Company may in its reasonable judgment deem necessary or advisable in order to carry out or effect one or more of the obligations
or restrictions imposed on the Optionee pursuant to the express provisions of this Option Agreement.


 




    	 



    	 



    


 


13.
Modification of Rights. The rights of the Optionee are subject to modification and termination in certain events as provided
in this Option Agreement and the Plan.


 


14.
Governing Law. This Agreement is governed by, and construed in accordance with, the laws of the State of Delaware, without
giving effect to its conflict or choice of law principles that might otherwise refer construction or interpretation of this Agreement
to the substantive law of another jurisdiction.


 


15.
Counterparts; Facsimile Execution. This Option Agreement may be executed in one or more counterparts, each of which will
be deemed to be an original, but all of which together constitute one and the same instrument. Facsimile execution and delivery
of this Option Agreement is legal, valid and binding execution and delivery for all purposes.


 


16.
Entire Agreement. The Plan, this Option Agreement, and upon execution, the Exercise Notice, constitute the entire agreement
of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements
of the Company and Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionee’s
interest except by means of a writing signed by the Company and Optionee.


 


17.
Severability. In the event one or more of the provisions of this Option Agreement should, for any reason, be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability will not affect any other provisions
of this Option Agreement, and this Option Agreement will be construed as if such invalid, illegal or unenforceable provision had
never been contained herein.


 


18.
WAIVER OF JURY TRIAL. THE OPTIONEE EXPRESSLY, IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION
OR PROCEEDING RELATING TO THIS OPTION AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN.


 


Optionee
acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof, and
accepts this Option subject to all of the terms and provisions thereof. Optionee has reviewed the Plan and this Option in their
entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions
of the Option. Optionee agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator
upon any questions arising under the Plan or this Option. Optionee further agrees to notify the Company upon any change in the
residence address indicated below.


 


	OPTIONEE	 	Teletronics International,
    Inc.
	 	 	 
	/s/
    DICKSON FANG 	 	/s/
    Helen F. Xia 
	Signature	 	By
	 	 	 
	DICKSON
    FANG	 	Helen
    F. Xia 
	Print Name	 	Print Name
	 	 	 
		 	Chief
    Financial Officer 
	 	 	Title
	411
    king Farm Blvd., #302		
	Rockville,
    MD 20850	 	 
	Residence Address	 	 



 



    	 



    	 



    


 


EXHIBIT
A


 


INCENTIVE
STOCK OPTION PLAN 2013


 


EXERCISE
NOTICE


 


 


Teletronics
International, Inc.


[Address]


 


Attention:
_______________, _________________


 


1.
Exercise of Option. Effective as of today, _____________, _____, the undersigned (“Optionee”) elects to exercise
Optionee’s option to purchase _________shares of the Common Stock (the “Shares”) of Teletronics International,
Inc. (the “Company”) under and pursuant to the Teletronics International, Inc. INCENTIVE STOCK OPTION PLAN 2013 (the
“Plan”) and the Stock Option Agreement dated May 1, 2014 (the “Option Agreement”).


 


2.
Delivery of Payment. Optionee herewith delivers to the Company the full purchase price of the Shares, as set forth in the
Option Agreement, and any and all withholding taxes due in connection with the exercise of the Option.


 


3.
Representations of Optionee. Optionee acknowledges that Optionee has received, read and understood the Plan and the Option
Agreement and agrees to abide by and be bound by their terms and conditions.


 


4.
Rights as Stockholder. Until the issuance of the Shares (as evidenced by the appropriate entry on the books of the Company
or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder
exists with respect to the Optioned Stock, notwithstanding the exercise of the Option. Subject to the requirements of Section
6 below, the Shares will be issued to the Optionee as soon as practicable after the Option is exercised in accordance with the
Option Agreement. No adjustment will be made for a dividend or other right for which the record date is prior to the date of issuance
except as provided in the Plan.


 


5.
Tax Consultation. Optionee understands that Optionee may suffer adverse tax consequences as a result of Optionee’s
purchase or disposition of the Shares. Optionee represents that Optionee has consulted with any tax consultants Optionee deems
advisable in connection with the purchase or disposition of the Shares and that Optionee is not relying on the Company for any
tax advice.


 


6.
Refusal to Transfer. The Company will not (i) transfer on its books any Shares that have been sold or otherwise transferred
in violation of any of the provisions of this Exercise Notice, or (ii) be required to treat as owner of such Shares or to accord
the right to vote or pay dividends to any purchaser or other transferee to whom such Shares have been so transferred.


 


7.
Successors and Assigns. The Company may assign any of its rights under this Exercise Notice to single or multiple assignees,
and this Exercise Notice inures to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer
herein set forth, this Exercise Notice is binding upon Optionee and his or her heirs, executors, administrators, successors and
assigns.


 


8.
Interpretation. Any dispute regarding the interpretation of this Exercise Notice will be submitted by Optionee or by the
Company forthwith to the Administrator for review at its next regular meeting. The resolution of disputes by the Administrator
will be final and binding on all parties.


 




    	 



    	 



    


 


9.
Governing Law; Severability. This Exercise Notice is be governed by, and construed in accordance with, the laws of the
State of Delaware, without giving effect to its conflict or choice of law principles that might otherwise refer construction or
interpretation of this Exercise to the substantive law of another jurisdiction. In the event that any provision hereof becomes
or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Exercise Notice will continue in
full force and effect.


 


10.
Notices. Any notice required or permitted hereunder will be provided in writing and deemed effective if provided in the
manner specified in the Option Agreement.


 


11.
Further Instruments. The parties agree to execute any further instruments and to take any further action as may be reasonably
necessary to carry out the purposes and intent of the Option Agreement and this Exercise Notice.


 


12.
Entire Agreement. The Plan and Option Agreement are incorporated herein by reference. This Exercise Notice, the Plan, and
the Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in
their entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof, and
may not be modified adversely to the Optionee’s interest except by means of a writing signed by the Company and Optionee.


 


	Submitted by:	 	Accepted by:
	OPTIONEE	 	Teletronics International, Inc.
	 	 	 
	Signature	 	By
	 	 	 
	 	 	 
	Print Name	 	Print Name
	 	 	 
	 	 	Chief Executive Officer
	 	 	Title
	 	 	 
	Address:	 	Address:
	 	 	 
	 	 	 
	 	 	 
	 	 	Date Received