Exhibit 10.4


 





	Oragenics,
    Inc.

    2021
    Equity Incentive Plan

     

    Notice
    of Grant of Stock Options and

    Stock
    Option Award Agreement



 


Dear
____________,


 


Oragenics,
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 $0.001 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 performance of services
    as a consultant for Oragenics 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 consulting
    relationship with Oragenics ends.
	 	 	 
	 	Not
    ISOs: 	These
    Stock Options are not 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 ____________, 2022.


 


	 	 	ORAGENICS,
    INC.
	 	 	 
	 	 	 
	Date	 	 
	 	 	 
	 	 	PARTICIPANT

    

	 	 	 
		 	 
    
	Date	 	 
		 	Print
    name:_______________________________________





 


[Signature
Page to Option Award Agreement]


 




    	 



    	 



    

 


APPENDIX
A


 


Oragenics,
Inc.


2021
Equity Incentive Plan


 


Terms
and Conditions of Stock Options


 


Pursuant
to this Stock Option Award Agreement, Oragenics, Inc. (the “Company”) has granted the individual providing consulting services
to 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, $0.001 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 not intended to be Incentive Stock Options covered by Section 422 of the Code.


 


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).


 


3.
Vesting. The Stock Options shall become vested and exercisable only if the Participant continues to perform consulting services
to the Company on a regular and on-going basis 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.


 


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.


 


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.


 




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8.
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.


 


9.
Termination of Consulting Services. In the event of the termination of the Participant’s consulting relationship with the
Company or if the Participant otherwise ceases to perform consulting services for the Company on a regular and on-going basis before
the Stock Options are exercised or expire, other than a termination that is either (i) for Cause or (ii) voluntarily initiated on the
part of the Participant and without the 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;
	 	 	 
	 	(b)	the
    Participant may exercise the vested portion of the Stock Options at any time within three (3) months after the date of the termination
    of the consulting relationship, 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; or
	 	 	 
	 	(c)	in
    the event that the termination of the Participant’s consulting services for 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 consulting relationship with the Company that is either (i) involuntarily terminated
by the Company for Cause or (ii) voluntarily initiated by the Participant 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 consulting relationship with the Company 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 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).


 




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10.
Death. In the event of the Participant’s death while serving as a consultant of the Company or within eighteen (18) months
after termination of such consulting relationship with the Company (if such termination was not for cause), the Stock Options shall remain
in effect and may be exercised by the Participant’s executor or administrator or by 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.


 


11.
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).


 


12.
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 11
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 12.


 


13.
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.


 




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14.
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 Florida.
	 	 	 
	 	(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 at 4902 Eisenhower
    Boulevard, Suite 125, Tampa, Florida 33634, 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 his or her consulting relationship with the
    Company or otherwise continue to provide his or her services to the Company.


 




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