Exhibit 10.6


 


 


 







stock option agreement


 


This Stock Option Agreement
(“Agreement”) is made as of the 29th day of September, 2014 (“Effective Date”) between Nuvilex,
Inc. (“Company”) and Richard M. Goldfarb (“Participant”).


 


1.                 
Award. The Company has granted to the Participant an option (“Option”) to purchase up to 5,000,000
shares of the Company’s common stock, par value $0.0001 per share (a “Share” or the “Shares”),
subject to the terms and conditions of this Agreement. The purchase price per Share is $0.19. This grant is in full satisfaction
of the Company’s obligation to the Participant pursuant to the Consulting Agreement between the Company and the Participant
dated as of September 29, 2014 (“Agreement”).


 


2.                 
Incentive Stock Option Status. The Option is not intended to be treated as an “incentive stock option”
within the meaning of Section 422 of the Internal Revenue Code of 1986.


 


3.                 
Option Term. Unless terminated sooner in accordance with this Agreement, the Option shall expire if and to the extent
it is not exercised within five years from the Effective Date.


 


4.                 
Vesting of Option. Subject to the provisions hereof, the Option will be fully vested and exercisable from and after
the Effective Date.


 


5.                 
Forfeiture Events. If a “Forfeiture Event” occurs, then, to the extent not previously exercised, the
Agreement shall thereupon terminate and be of no further force or effect. For the purposes of this Agreement, the term “Forfeiture
Event” means any of the following events: (i) termination of the Consulting Agreement for Cause; (ii) the Participant’s
failure to comply with any of the restrictive covenants contained in the Consulting Agreement or in any other agreement between
the Participant and the Company; or (iii) the failure by Participant to provide or be available to provide post-termination consulting
services as and to the extent such availability and/or services are reasonably required by the Consulting Agreement.


 


6.                 
Exercise Procedures. The Participant may exercise the Option (to the extent otherwise exercisable) by transmitting
to the Secretary of the Company (or another person designated by the Company for this purpose) a written notice specifying the
number of whole Shares to be purchased pursuant to such exercise, together with payment in full of the aggregate Exercise Price
payable for such Shares and the amount of applicable withholding taxes and execution and/or delivery of such representations, releases
and other documents as the Board of Directors of the Company (“Board”) may prescribe. The Exercise Price and
the minimum required tax withholding amount shall be payable in cash or by check, provided that, at the Participant’s request
and subject to the provisions of applicable law, Participant may satisfy such payments (in whole or in part): (i) by the Participant’s
surrender of previously-owned Shares, or by the Company’s withholding Shares that otherwise would be issued if the Exercise
Price had been paid in cash, according to the formula below:




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	 	X = 	(A-B)(Y) 

      A
	Where	X = 	the number of Shares to be issued to the Participant.
	 	Y = 	the number of Shares issuable upon exercise of this Option, assuming a cash exercise
	 	A = 	Fair Market Value
	 	B = 	the Exercise Price


 


in each case having a “Fair
Market Value” (as defined below) on the date the Option is exercised equal to the amount of the Exercise Price and/or tax
withholding obligation that is being satisfied with such Shares; (ii) by payment to the Company pursuant to a broker-assisted cashless
exercise program arrangement that may be made available by the Company; or (iii) by any combination of the foregoing. For this
purpose, “Fair Market Value” means, as of any relevant date, the value of the Company’s Shares determined
as follows: (a) if the Shares are admitted to trading on a national securities exchange on such date, the closing price per Share
on such date on the principal securities exchange on which the Shares are traded or, if no Shares are traded on that date, the
closing price per Share on the next preceding date on which Shares are traded; (b) if the Shares are not admitted to trading on
a national securities exchange on such date but are traded on the electronic quotation system operated by OTC Markets Group, Inc.
(“OTCQB”), the last closing price for a Share as reported by the OTCQB (or similar organization or agency succeeding
to its functions of reporting prices) at the close of business on such date, or if there is no closing price on such date, then
the closing bid price on such date; or (c) if the Shares are not listed on a national securities exchange or traded on the OTCQB
or other service, the fair market value per Share as determined by the Board, acting in its discretion in accordance with the requirements
of applicable tax law.


 


7.                 
Adjustments for Capital Changes. The Exercise Price and the number of Shares purchasable upon the exercise of this
Option shall be subject to adjustment from time to time as set forth in this Section 7. The Company shall give Participant notice
of any event described below which requires an adjustment pursuant to this Section 7 in accordance with the notice provisions set
forth in Section 7(e).


 


(a)               
Stock Splits, etc. The number of Shares purchasable upon the exercise of this Option and the Exercise Price shall
be subject to adjustment from time to time upon the happening of any of the following: In case the Company shall: (i) pay a dividend
in Shares or make a distribution in Shares to holders of its outstanding Shares; (ii) subdivide its outstanding Shares into a greater
number of Shares; (iii) combine its outstanding Shares into a smaller number of Shares; or (iv) issue any Shares in a reclassification
of the Shares, then the number of Shares purchasable upon exercise of this Option immediately prior thereto shall be adjusted so
that the Participant shall be entitled to receive the kind and number of Shares or other securities which it would have owned or
have been entitled to receive had such Option been exercised in advance thereof. Upon each such adjustment of the kind and number
of Shares or other securities of the Company which are purchasable hereunder, the Participant shall thereafter be entitled to purchase
the number of Shares or other securities resulting from such adjustment at an Exercise Price per Share or other security obtained
by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of Shares purchasable pursuant hereto
immediately prior to such adjustment and dividing by the number of Shares or other securities of the Company that are purchasable
pursuant hereto immediately thereafter. An adjustment made pursuant to this paragraph shall become effective immediately after
the effective date of such event retroactive to the record date, if any, for such event.1




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(b)              
Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale. In case the Company shall reorganize
its capital, reclassify its capital stock, consolidate or merge with or into another corporation (where the Company is not the
surviving corporation or where there is a change in or distribution with respect to the Shares of the Company), or sell, transfer
or otherwise dispose of any of its property, assets or business to another corporation and, pursuant to the terms of such reorganization,
reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation,
or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription
or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation (“Other Property”),
are to be received by or distributed to the holders of the Company, then the Participant shall have the right thereafter to receive,
upon exercise of this Option, the number of shares of common stock of the successor or acquiring corporation or of the Company’s
Shares, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification,
merger, consolidation or disposition of assets by the Participant of the number of Shares of for which this Option is exercisable
immediately prior to such event. In case of any such reorganization, reclassification, merger, consolidation or disposition of
assets, the successor or acquiring corporation (if other than the Company) shall expressly assume the due and punctual observance
and performance of each and every covenant and condition of this Option to be performed and observed by the Company and all the
obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined in good faith
by resolution of the Board of the Company) in order to provide for adjustments of Shares for which this Option is exercisable which
shall be as nearly equivalent as practicable to the adjustments provided for in this Section 7 of this Option. For purposes of
this Section 7(b), “common stock of the successor or acquiring corporation” shall include stock of such corporation
of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not
subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible
into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified
event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 7
shall similarly apply to successive reorganizations, reclassifications, mergers, consolidations or disposition of assets.


 


(c)               
Adjustment for Other Dividends and Distributions. If the Company shall, at any time or from time to time, make or
issue or set a record date for the determination of holders entitled to receive a dividend or other distribution payable in: (i)
cash; (ii) any evidences of indebtedness, or any other securities of the Company or any property of any nature whatsoever, other
than, in each case, Shares; or (iii) any warrants or other rights to subscribe for or purchase any evidences of indebtedness, or
any other securities of the Company or any property of any nature whatsoever, other than, in each case, Shares, then, and in each
event, (A) the number of Shares for which this Option shall be exercisable shall be adjusted to equal the product of the number
of Shares for which this Option is exercisable immediately prior to such adjustment multiplied by a fraction (1) the numerator
of which shall be the Fair Market Value of the Shares at the date of taking such record and (2) the denominator of which shall
be such Fair Market Value of the Shares minus the amount allocable to one Share of any such cash so distributable and of the fair
value (as determined in good faith by the Board) of any and all such evidences of indebtedness, Shares, other securities or property
or warrants or other subscription or purchase rights so distributable, and (B) the Exercise Price then in effect shall be adjusted
to equal (1) the Exercise Price then in effect multiplied by the number of Shares for which this Option is exercisable immediately
prior to the adjustment divided by (2) the number of Shares for which this Option is exercisable immediately after such adjustment.
A reclassification of the Shares (other than a change in par value, or from par value to no par value or from no par value to par
value) into Shares and shares of any other class of stock shall be deemed a distribution by the Company to the holders of such
Shares of such other class of shares within the meaning of this Section 7(c) and, if the outstanding Shares shall be changed into
a larger or smaller number of Shares as a part of such reclassification, such change shall be deemed a subdivision or combination,
as the case may be, of the outstanding Shares within the meaning of Section 7(a).




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(d)              
Form of Option after Adjustments. The form of this Option need not be changed because of any adjustments in the Exercise
Price or the number and kind of securities purchasable upon the exercise of this Option.


 


(e)               
Notice of Adjustments. Whenever the number of Shares or number or kind of securities or other property purchasable
upon the exercise of this Option or the Exercise Price is adjusted, as herein provided, the Company shall give notice thereof to
the Participant, which notice shall state the number of Shares (and other securities or property) purchasable upon the exercise
of this Option and the Exercise Price of such Shares (and other securities or property) after such adjustment, setting forth a
brief statement of the facts requiring such adjustment and setting forth the computation by which such adjustment was made.


 


8.                 
Transfer Restrictions. Except as may otherwise be expressly permitted by the Board, the Option is not assignable
or transferable other than to a beneficiary designated to receive the Option upon the Participant’s death or by will or the
laws of descent and distribution, and the Option shall be exercisable during the lifetime of the Participant only by the Participant
(or, in the event of the Participant’s incapacity, the Participant’s legal representative or guardian). Any attempt
by the Participant or any other person claiming against, through or under the Participant to cause the Option or any part of it
to be transferred or assigned in any manner and for any purpose not permitted under this Agreement shall be null and void and without
effect.


 


9.                 
Rights as a Stockholder. No Shares shall be sold, issued or delivered pursuant to the exercise of the Option until
full payment for such Shares has been made or provided for (including, for this purpose, satisfaction of all applicable withholding
taxes). The Participant shall have no rights as a stockholder with respect to any Shares covered by the Option unless and until
the Option is exercised and the Shares purchased pursuant to such exercise are issued in the name of the Participant. Except as
otherwise specified, no adjustment shall be made for dividends or distributions of other rights for which the record date is prior
to the date such Shares are issued.




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10.             
Tax Withholding. The Company’s obligation to issue Shares pursuant to the exercise of the Option shall be subject
to and conditioned upon the satisfaction by the Participant of applicable tax withholding obligations in accordance with Section
6 of this Agreement. If and to the extent the applicable withholding obligations is payable in cash, the Participant hereby authorizes
the Company to satisfy all or part of such tax withholding obligations by deductions from cash compensation or other payments that
would otherwise be owed to the Participant.


 


11.             
No Other Rights Conferred. Nothing contained herein shall be deemed to give the Participant a right to be retained
in the employ or other service of the Company or any affiliate or to affect the right of the Company and its affiliates to terminate,
or modify the terms and conditions of, the Participant’s employment or other service.


 


12.             
Successors. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective
successors and permitted assigns.


 


13.             
Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject
matter hereof and may not be modified except by written instrument executed by the parties.


 


14.             
Governing Law. This Agreement shall be governed by the laws of the State of New York, without regard to its principles
of conflict of laws.


 


15.             
Counterparts. This Agreement may be executed in separate counterparts, each of which will be an original and all
of which taken together shall constitute one and the same agreement.


 


 


[Signature Page Follows]


 


 


 


 


 


 


 




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IN WITNESS WHEREOF, the
undersigned have executed this Agreement as of the date first above written.


 


 


	 	Nuvilex, Inc.
	 	 
	 	 
	 	By:/s/ Kenneth L. Waggoner 
	 	Name: Kenneth L. Waggoner
	 	Title: Chief Executive Officer
	 	 
	 	Richard M. Goldfarb
	 	 
	 	 
	 	 
	 	By:  /s/ Richard M. Goldfarb
	 	Name: Richard M. Goldfarb


 




 


 


 


 


 


 


 


 


 


 






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