Exhibit 4.5

   

  PARCELPAL TECHNOLOGY INC.

   

  STOCK OPTION PLAN

   

  		1.	PURPOSE OF PLAN


   

  1.1          Purpose.
    The purpose of the Stock Option Plan (the “Plan”) of PARCELPAL TECHNOLOGY INC. a company incorporated
    under the Business Corporations Act (British Columbia), (the “Company”) is to advance the interests of
    the Company by encouraging the directors, officers, employees, management company employees and consultants of the Company, and
    of its subsidiaries and affiliates, if any, to acquire common shares in the share capital of the Company, thereby increasing their
    proprietary interest in the Company, encouraging them to remain associated with the Company and furnishing them with additional
    incentive in their efforts on behalf of the Company in the conduct of its affairs.

   

  		2.	DEFINITIONS


   

  2.1          Definitions.
    In this Plan the following words and phrases shall have the following meanings, namely:

   

  		(a)	“Blackout Period” means a period during which there is a prohibition on trading in the Company’s securities
          imposed by the Company on Insiders.


   

  		(b)	“Board” means the board of directors of the Company or, if the Board so elects, a committee of directors
          (which may consist of only one director) appointed by the Board to administer this Plan.


   

  		(c)	“Company” means ParcelPal Technology Inc.


   

  		(d)	“Consultant” means an individual who (or a corporation or partnership (a “Consultant Company”)
          of which the individual is an employee, shareholder or partner which):


   

  		(i)	is engaged to provide, on an ongoing bona fide basis, consulting, technical, management
          or other services to the Company or a subsidiary of the Company other than in relation to a distribution of the Company’s
          securities;


   

  		(ii)	provides the services under a written contract between the Consultant or Consultant Company and
          the Company or subsidiary;


   

  		(iii)	in the reasonable opinion of the Company, spends or will spend a significant amount of time and
          attention on the business and affairs of the Company or subsidiary of the Company; and


   

  		(iv)	has a relationship with the Company or subsidiary of the Company that enables the individual to
          be knowledgeable about the business and affairs of the Company or subsidiary.


   

  		(e)	“Director” means a director of the Company or any of its subsidiaries.


   

  		(f)	“Employee” means:


   

  
  
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  		(i)	an individual who is considered an employee of the Company or its subsidiary under the Income
            Tax Act (Canada)(and for whom income tax, employment insurance and CPP deductions must be made at source);


   

  		(ii)	an individual who works full-time for the Company or its subsidiary providing services normally
          provided by an employee and who is subject to the same control and direction by the Company over the details and methods of work
          as an employee of the Company, but for whom income tax deductions are not made at source; or


   

  		(iii)	an individual who works for the Company or its subsidiary on a continuing and regular basis for
          a minimum amount of time per week (the number of hours should be disclosed in the submission) providing services normally provided
          by an employee and who is subject to the same control and discretion by the Company over the details and methods of work as an
          employee of the Company, but for whom income tax deductions are not made at source.


   

  		(g)	“Exchange” means whichever stock exchange on which the Shares are listed for
          trading being, which is currently the Canadian Securities Exchange (the “CSE”).


   

  		(h)	“Insider” means: (i) Director or Officer; (ii) a director or officer of a subsidiary
          of the Company; or (iii) a person that beneficially owns or controls, directly or indirectly, Shares carrying more than 10% of
          the voting rights attached to all outstanding Shares of the Company.


   

  		(i)	“Management Company Employee” means an individual employed by a person providing
          management services to the Company, which are required for the ongoing successful operation of the business enterprise of the Company,
          but excluding a person engaged in investor relations.


   

  		(j)	“Market Price” means the price at which the last recorded sale of a board lot
          of Shares took place on the Exchange during the trading day immediately preceding the date of granting the Option and, if there
          was no such sale, the closing price on the preceding trading day during which there was such a sale.


   

  		(k)	“Officer” means a chair or vice-chair of the Board, a chief executive officer,
          chief financial officer, chief operating officer, president, vice-president, secretary, assistant secretary, treasurer or assistant
          treasurer of the Company or any of its subsidiaries or an individual designated as an officer by a resolution of the Board or the
          constating documents of the Company.


   

  		(l)	“Option” means an option to purchase Shares granted to an Optionee under this
          Plan.


   

  		(m)	“Optionee” means a Director, Officer, Employee, Management Company Employee
          or Consultant granted an Option or a corporation, other than a Consultant Company, granted an Option where the corporation’s
          only shareholder is a Director, Officer or Employee.


   

  		(n)	“Plan” means this stock option plan as amended, supplemented or restated.


   

  		(o)	“Shares” means common shares of the Company.


   

  
  
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  		3.	GRANTING OF OPTIONS


   

  		3.1	Administration. This Plan shall be administered by the Board.


   

  3.2          Grant
        by Resolution. The Board may determine by resolution those Employees, Management Company Employees, Consultants, Officers
    and Directors to whom Options should be granted and grant to them such Options as the Board determines to be appropriate.

   

  3.3          Representations
        to Employees, Consultants, and Management Company Employees. Every instrument evidencing an Option granted to an Employee,
    Consultant or Management Company Employee shall contain a representation by the Company and the Optionee that the Optionee is a
    bona fide Employee, Consultant or Management Company Employee.

   

  3.4          Terms
        of Option. The Board shall determine and specify in its resolution the number of Shares that should be placed under Option
    to each such Employee, Management Company Employee, Consultant, Officer or Director, the price per Share to be paid for such Shares
    upon the exercise of each such Option, and the period during which such Option may be exercised.

   

  3.5          Written
        Agreement. Every Option shall be evidenced by a written agreement between the Company and the Optionee. If there is any
    inconsistency between the terms of the agreement and this Plan the terms of this Plan shall govern.

   

  		4.	CONDITIONS GOVERNING THE GRANTING & EXERCISING OF OPTIONS


   

  4.1          Agreements
        must specify Exercise Period and Price, Vesting and Number of Shares. In granting an Option, the Board must specify a particular
    time period or periods during which the Option may be exercised, the exercise price required to purchase the Shares subject to
    the Option and any vesting terms and conditions of the Option, including the number of Shares in respect of which the Option may
    be exercised during each such time period.

   

  4.2          Minimum
        Exercise Price of Options. The exercise price of an Option shall be no less than the greater of the Market Price on (a)
    the trading day prior to the date of grant of the Options, and (b) the date of grant of the Options. If the Optionee is subject
    to the tax laws of the United States of America and owns (as determined in accordance with such laws) greater than 10% of the Shares
    at the time of granting of the Option, the exercise price shall be at least 110% of the Market Price.

   

  4.3          Number
        of Shares subject to Option. The number of Shares reserved for issuance to an Optionee pursuant to an Option, together
    with all other stock options granted to the Optionee in the previous 12 months, at the time of granting of the Option:

   

  		(a)	may exceed 5% of the outstanding Shares, if the Optionee is an Insider,


   

  		(b)	shall not exceed 2% of the outstanding Shares, if the Optionee is a Consultant; or


   

  		(c)	1% of the outstanding Shares (including all other Shares reserved for issuance to all Optionees providing investor relations
          services to the Company), if the Optionee is engaged in providing investor relations services to the Company and the Shares are
          listed on the CSE.


   

  4.4          Vesting
        of Options. Subject to further vesting requirements required by the Board on granting of an Option, all Options shall vest
    and be exercisable on the following terms:

   

  
  
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  		(a)	If there is a Change of Control: If a Change of Control is agreed to by the Company or events
          which might lead to a Change of Control are commenced by third parties, all Options, subject to the Exchange’s approval (if
          required), shall vest immediately and be fully exercisable notwithstanding the terms thereof. For the purposes hereof “Change
            of Control” shall mean:


   

  		(i)	any transaction or series of related transactions as a result of which any person, entity or group
          acquires ownership, after the date of an Option, of at least 20% of the Shares and they or their representatives become a majority
          of the Board or assume control or direction over the management or day-to-day operations of the Company; or


   

  		(ii)	an amalgamation, merger, arrangement, business combination, consolidation or other reorganization of the Company with another entity or the sale or disposition of all or substantially all of the assets of the
          Company, as a result of either of which the Company ceases to exist, be publicly traded or the management of the Company or Board do not comprise a majority of the management or a majority of the board of directors, respectively, of the resulting
          entity, 


   

  and to permit Optionees to participate
    in any of the foregoing, the Board may make appropriate provision for the exercise of Options conditional upon the Shares so issued
    being taken-up and paid for pursuant to any of the foregoing.

   

  Subject to the approval of the Exchange
    if the Optionee is a Consultant providing investor relations services for the Company, the Board may advance, at any time, the
    dates upon which any or all Options shall vest and become exercisable, regardless of the terms of vesting set out in this Plan
    or the agreement.

   

  4.5          Exercise
        of Options if Specified Value Exceeds USD $100,000. If the Optionee is subject to the tax laws of the United States of
    America that part of any Option entitling the Optionee to purchase Shares having a value of USD $100,000 or less shall be treated
    as an ‘Incentive Stock Option’ under United States Internal Revenue Code (so that the Optionee may defer the
    payment of tax on such Shares until the year in which such Shares are disposed of by the Optionee). For the purposes hereof value
    is determined by multiplying the number of shares which are subject to the Option times the Market Price (at the time of granting
    of the Option). That part of any Option on Shares having a value in excess of USD $100,000 shall be treated as a non-qualifying
    stock option for the purposes of the Code and shall not entitle the Optionee to such tax deferral.

   

  4.6         Expiry
        of Options. Each Option shall expire not later than 10 years from the day on which the Option is granted.

   

  4.7         Expiry
        of Options during or immediately after Trading Blackout Periods. If an Option expires during, or within five trading days
    after, a Blackout Period then, notwithstanding Section 4.6 or the terms of the Option, the term of the Option shall be extended
    and the Option shall expire 10 trading days after the termination of the Blackout Period.

   

  4.8         Death
        or Disability of Optionee. If an Optionee dies or suffers a Disability prior to the expiry of an Option, the Optionee’s
    legal representatives, before the earlier of the expiry date of the Option and the first anniversary of the Optionee’s death
    or Disability, may exercise that portion of an Option which has vested as at the date of death or Disability. For the purposes
    hereof “Disability” shall mean any inability of the Optionee arising due to medical reasons which the Board
    considers likely to permanently prevent or substantially impair Optionee being an Employee, Management Company Employee, Consultant,
    Officer or Director.

   

  
  
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  4.9          Cessation
        as an Optionee (With Cause). If an Optionee ceases to be a Director, Officer, Consultant, Employee or Management Company
    Employee by reason of termination or removal for cause any Option shall terminate immediately on such termination or removal and
    not be exercisable by the Optionee unless otherwise determined by the Board.

   

  4.10        Cessation
        as an Optionee (Without Cause). If an Optionee ceases to be any of a Director, Officer, Consultant, Employee or Management
    Company Employee for any reason except as provided in sections 4.8 or 4.9, any Option shall be exercisable to the extent that it
    has vested and was exercisable as at the date of such cessation, unless further vesting is permitted by the Board, and must terminate
    on the earlier of the expiry date of the Option and:

   

  		(a)	the 90th day after the Optionee ceased to be any of a Director, Officer, Consultant, Employee or
          Management Company Employee, or such other date as may be reasonably determined by the Board; or


   

  		(b)	if the Optionee is subject to the tax laws of the United States of America, the earlier of the
          90th day and the third month after the Optionee ceased to be an Employee or Officer.


   

  4.11        No
        Assignment of Options. No Option or any right thereunder or in respect thereof shall be transferable or assignable otherwise
    than by will or pursuant to the laws of succession except that, if permitted by the rules and policies of the Exchange, an Optionee
    shall have the right to assign any Option (other than an ‘Incentive Stock Option’ under United States Internal Revenue
    Code) to a corporation wholly-owned by them.

   

  4.12        Restriction
        on Resale of Shares Issued on Exercise of an Option. If the Optionee is an Insider or the Option is exercisable for a price
    less than the Market Price at the time the Option is granted, the Shares issued upon the exercise of the Option shall be subject
    to a four month hold period from the time the Option was granted and the certificates representing such Shares shall be legended
    accordingly.

   

  4.13        Notice
        of Exercise of an Option. Options shall be exercised only in accordance with the terms and conditions of the agreements
    under which they are respectively granted and shall be exercisable only by notice in writing to the Company.

   

  4.14        Payment
        on Exercise of an Option. Options may be exercised in whole or in part at any time prior to their lapse or termination.
    Shares purchased by an Optionee on exercise of an Option shall be fully paid for in cash or by certified cheque, bank draft or
    money order at the time of their purchase.

   

  4.15        Condition
        to Issuance of Shares. The Board may require, as a condition of the issuance of Shares or delivery of certificates representing
    such Shares upon the exercise of any Option and to ensure compliance with any applicable laws, regulations, rules, orders and requirements
    that the Optionee or the Optionee’s heirs, executors or other legal representatives, as applicable, make such covenants,
    agreements and representations as the Board deems necessary or desirable.

   

  4.16        Withholding
        or Deductions of Taxes. The Company may deduct, withhold or require an Optionee, as a condition of exercise of an Option,
    to withhold, pay, remit or reimburse any taxes or similar charges, which are required to be paid, remitted or withheld in connection
    with the exercise of any Option.

   

  
  
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  		5.	RESERVATION OF SHARES FOR OPTIONS


   

  5.1          Sufficient
        Authorized Shares to be Reserved. Whenever the constating documents of the Company limit the number of authorized Shares,
    a sufficient number of Shares shall be reserved by the Board to satisfy the exercise of Options. Shares that were the subject of
    Options that have lapsed or terminated shall thereupon no longer be in reserve and may once again be subject to an Option.

   

  5.2          Maximum
        Number of Shares to be Reserved Under Plan. The aggregate number of Shares which may be subject to issuance pursuant to
    Options or any stock options granted under any other previous or current stock option plan shall be 13,269,142 Shares of the Company.
    If any Option expires or otherwise terminates for any reason without having been exercised in full, the number of Shares in respect
    of such expired or terminated Option shall again be available for the purposes of granting Options pursuant to this Plan.

   

  		6.	CAPITAL REORGANIZATIONS


   

  6.1          Share
        Consolidation or Subdivision. If the Shares are at any time subdivided or consolidated, the number of Shares reserved for
    Options shall be similarly increased or decreased and the price payable for any Shares that are then subject to issuance shall
    be decreased or increased proportionately, as the case may require, so that upon exercising each Option the same proportionate
    shareholdings at the same aggregate purchase price shall be acquired after such subdivision or consolidation as would have been
    acquired before.

   

  6.2          Stock
        Dividend. If the Shares are at any time changed as a result of the declaration of a stock dividend thereon, the number
    of Shares reserved for Options shall be increased proportionately and the price payable for any Shares that are then subject to
    issuance shall be decreased proportionately so that upon exercising each Option the same proportionate shareholdings at the same
    aggregate purchase price shall be acquired after such stock dividend as would have been acquired before.

   

  6.3          No
        Fractional Shares. No adjustment made pursuant to this Part shall require the Company to issue a fraction of a Share and
    any fractions of a Share shall be rounded up or down to the nearest whole number, with one-half a Share being rounded up to one
    Share.

   

  6.4          No
        Adjustment for Cash Dividends or Rights Offerings. No adjustment shall be made to any Option pursuant to this Part in respect
    of the payment of any cash dividend or the distribution to the shareholders of the Company of any rights to acquire Shares or other
    securities of the Company.

   

  		7.	EXCHANGE’S RULES & POLICIES GOVERN & APPLICABLE LAW


   

  7.1         
    Exchange’s Rules and Policies Apply. This Plan and the granting and exercise of any Options are also subject
    to such other terms and conditions as are set out in the rules and policies on stock options of the Exchange and any securities
    commission having authority and such rules and policies shall be deemed to be incorporated into and become a part of this Plan.
    If there is an inconsistency between the provisions of such rules and policies and of this Plan, the provisions of such rules and
    policies shall govern.

   

  7.2          Compliance
          With Applicable Laws. Notwithstanding anything herein to the contrary, the Company shall not be obliged to cause any Shares
      to be issued or certificates evidencing Shares to be delivered pursuant to this Plan, where issuance and delivery is not, or would
      result in the Company not, being in compliance with all applicable laws, regulations, rules, orders of governmental or regulatory
      authorities and the requirements of the Exchange. If any provision of this Plan, any Option or any agreement entered into pursuant
        to this Plan contravenes any applicable law, rule, regulation or order, or any policy, bylaw or regulation of the Exchange or any
        regulatory body having authority over the Company or this Plan, such provision shall be deemed to be amended to the extent required
        to bring such provision into compliance therewith, but the Company shall not be responsible to pay and shall not
      incur any penalty, liability or further obligation in connection therewith.

   

  
  
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  7.3          No
        Obligation to File Prospectus. The Company shall not be liable to compensate any Optionee and in no event shall it be obliged
    to take any action, including the filing of any prospectus, registration statement or similar document, in order to permit the
    issuance and delivery of any Shares upon the exercise of any Option in order to comply with any applicable laws, regulations, rules,
    orders or requirements of any securities regulatory authority.

   

  7.4          Governing
        Law. This Plan shall be governed by, and construed in accordance with, the laws of the Province of British Columbia and
    the federal laws of Canada applicable therein.

   

  		8.	AMENDMENT OF PLAN & OPTIONS


   

  8.1          Board
        May Amend Plan or Options. The Board may amend or terminate this Plan or any Options but no such amendment or termination,
    except with the written consent of the Optionees concerned or unless required to make this Plan or the Options comply with the
    rules and policies of the Exchange, shall affect the terms and conditions of Options which have not then been exercised or terminated.

   

  8.2          Shareholder
        Approval. The approval of disinterested shareholders for an amendment to this Plan or any Option shall be required in respect
    of Options granted to Insiders involving:

   

  		(a)	a reduction of the exercise price, including a reduction effected by cancelling an existing Option
          and granting a new Option exercisable at a lower price within the subsequent one year period, if the Shares are listed on the CSE,
          or three month period, if the Shares are listed on the CSE; or


   

  		(b)	an extension of the exercise period, if the Shares are listed on the CSE, unless the extension
          arises from a Blackout Period.


   

  Approval by all holders of Shares, whether the holders are disinterested
    shareholders or not, is required for:

   

  		(a)	an increase in the number of Shares, or percentage of the outstanding Shares, reserved for issuance
          under this Plan; or


   

  		(b)	a change from a fixed number to a fixed percentage of the outstanding Shares, or from a fixed percentage
          to a fixed number, in the number of Shares reserved for issuance under this Plan.


   

  No approval by any holders of Shares is required for:

   

  		(a)	an amendment to comply with applicable law or rules of the Exchange or of a ‘housekeeping’
          nature required to correct typographical and similar errors;


   

  		(b)	a change to the vesting provisions;


   

  		(c)	a change to the termination provisions, other than an extension of an Option to a new expiry date
          that falls outside the maximum term currently permitted by this Plan when the Option was first granted;


   

  
  
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  		(d)	a reduction of the exercise price of an Option, including a reduction effected by cancelling an
          existing Option and granting a new Option exercisable at a lower price, or an extension of the exercise period, if the Optionee
          is not an Insider; and


   

  		(e)	any change in those persons who may be Optionees if such new Optionees are Insiders.


   

  8.3          Exchange
        Approval Required. Any amendment to this Plan or Options shall not become effective until such amendments have been accepted
    for filing by the Exchange.

   

  		9.	PLAN DOES NOT AFFECT OTHER COMPENSATION PLANS


   

  9.1          Other
        Plans Not Affected. This Plan shall not in any way affect the policies or decisions of the Board in relation to the remuneration
    of Directors, Officers, Consultants, Employees and Management Company Employee.

   

  		10.	OPTIONEE’S RIGHTS AS A SHAREHOLDER


   

  10.1        No
        Rights Until Option Exercised. An Optionee shall be entitled to the rights pertaining to share ownership, such as to dividends,
    only with respect to Shares that have been fully paid for and issued to the Optionee upon exercise of an Option.

   

  		11.	EFFECTIVE DATE & EXPIRY OF PLAN


   

  11.1        Effective
        Date. This Plan has been adopted by the Board subject to the approval of the Exchange and if so approved, subject to the
    discretion of the Board, the Plan shall become effective upon such approvals being obtained. Thereafter this Plan shall be approved
    by the holders of the Shares annually, if the Shares are listed on the CSE, or tri-annually, if the Shares are listed on the CSE.
    If such annual approvals are not obtained, Options may no longer be granted. Options may be granted, but cannot be exercised, prior
    to the receipt of such approvals.

   

  11.2        Termination.
    This Plan shall terminate upon a resolution to that effect being passed by the Board. Any Options shall continue to be exercisable
    according to their terms after the termination of this Plan.

   

  Adopted by the Board of Directors on 23rd
    day of August, 2018.

   

  
  
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