IMMUNOCELLULAR THERAPEUTICS, LTD. NON-QUALIFIED STOCK OPTION AGREEMENT

Exhibit 4.5

IMMUNOCELLULAR THERAPEUTICS, LTD.

NON-QUALIFIED STOCK OPTION AGREEMENT

THIS NON-QUALIFIED STOCK OPTION AGREEMENT (“Agreement”), is made as of the ____ day of ____, 200_ by and between ImmunoCellular Therapeutics, Ltd. a Delaware corporation (the “Company”), and ________ (“Optionee”).

R E C I T A L

Pursuant to the 2006 Equity Incentive Plan (the “Plan”) of the Company, the Board of Directors of the Company or a committee to which administration of the Plan is delegated by the Board of Directors (in either case, the “Administrator”) has authorized the granting to Optionee as an employee, director, consultant or adviser of the Company of a non-qualified stock option to purchase the number of shares of Common Stock of the Company specified in Paragraph 1 hereof, at the price specified therein, such option to be for the term and upon the terms and conditions hereinafter stated.

A G R E E M E N T

NOW, THEREFORE, in consideration of the promises and of the undertakings of the parties hereto contained herein, it is hereby agreed:

1. Number of Shares; Option Price . Pursuant to said action of the Administrator, the Company hereby grants to Optionee the option (“Option”) to purchase, upon and subject to the terms and conditions of the Plan, ______ shares of Common Stock of the Company (“Shares”) at the price of $______ per share.

2. Term . This Option shall expire on the day before the ______ anniversary of the date of grant of the Option (the “Expiration Date”), unless such Option shall have been terminated prior to that date in accordance with the provisions of the Plan or this Agreement. The term “Affiliate” as used herein shall have the meaning as set forth in the Plan.

3. Shares Subject to Exercise . This Option shall be exercisable in installments as to [ __% of the Shares on and after ______, __% of the Shares on and after ______, __% of the Shares on and after ______ and __% of the Shares on and after ______,] provided , however , that an installment shall not become exercisable if the Optionee is not employed as an employee, director, consultant or adviser of the Company, or its Affiliate, as of such installment date. Once exercisable, the Option shall thereafter remain exercisable as to such vested Shares for the term specified in Paragraph 2 hereof, unless Optionee’s employment is terminated pursuant to Paragraph 6 hereof or the Option is terminated pursuant to a Corporate Transaction (as defined in Paragraph 15 hereof).

4. Method and Time of Exercise . The Option may be exercised by written notice delivered to the Company at its principal executive office stating the number of shares with respect to which the Option is being exercised together with:

(A) a check or money order made payable to the Company in the amount of the exercise price and any withholding tax, as provided under Paragraph 5 hereof; or

(B) the tender to the Company of shares of the Company’s Common Stock owned by Optionee or surrender of shares of Common Stock then issuable upon exercise of the Option having a fair market value not less than the exercise price, plus paying in cash the amount of applicable federal, state and local withholding taxes so long as such tender does not, in the Company’s judgment, have an adverse financial or tax accounting effect on the Company; or

(C) in lieu of exercising the Option for cash, the Optionee may elect to receive shares equal to the value (as determined below) of the Option (or the portion thereof being exercised), on the condition that the amount of applicable federal, state and local withholding taxes are paid in cash, in which event the Company shall issue to the Optionee a number of shares of Common Stock computed using the following formula:

For purposes of the above calculation, fair market value of one share of Common Stock shall be, (i) if traded on a securities exchange, the value shall be deemed to be the closing price of the securities on such exchange on the date notice of exercise is received by the Company prior to the net exercise election; (ii) if traded over-the-counter, the value shall be deemed to be the closing price of such stock on the date notice of exercise is received by the Company, but if selling prices are not reported, the mean between the closing bid and ask prices for such stock on the date notice of exercise is received by the Company; and (iii) if there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Board of Directors of the Company.

Only whole shares may be purchased.

5. Tax Withholding . As a condition to exercise of this Option, the Company may require Optionee to pay over to the Company all applicable federal, state and local taxes which the Company is required to withhold with respect to the exercise of this Option. At the discretion of the Administrator and upon the request of Optionee, the minimum statutory withholding tax requirements may be satisfied by the withholding of shares of Common Stock of the Company otherwise issuable to Optionee upon the exercise of this Option.

6. Exercise on Termination of Employment . If for any reason Optionee ceases to provide services to the Company or any of its Affiliates (such event being called a “Termination”), other than For Cause, as defined below, this Option (to the extent then exercisable) may be exercised in whole or in part at any time within 90 days of the date of such Termination, but in no event after the earlier of the Expiration Date or a Corporate Transaction which terminates the Option pursuant to Paragraph 15 hereof. For purposes of this Agreement, “services” includes service as an employee, director, consultant or adviser. For purposes o