Exhibit
4.5 


 


ID
GLOBAL SOLUTIONS CORPORATION


STOCK
OPTION AGREEMENT


 


	 









This
Stock Option Agreement (“Agreement”) is made and entered into as of the date set forth below, by and
between ID GLOBAL SOLUTIONS CORPORATION, a Delaware corporation (the “Company”), and the following director to
the Company (herein, the “Optionee”):


 


In
consideration of the covenants herein set forth, the parties hereto agree as follows:


 


1.
Option Information.


	 	(a)	Date of Option:	September 25, 2015
	 	(b)	Optionee:	Herbert M. Seltzer
	 	(c)	Number of Shares:	400,000
	 	(d)	Exercise Price:	$0.15 per share







 


2.
Acknowledgements.


(a)
Optionee is a Director of the Company, not an employee;





(b)
The Board of Directors (the “Board”) has authorized the granting to Optionee of a stock option (“Option”)
to purchase shares of common stock of the Company (“Stock”) upon the terms and conditions hereinafter stated
and pursuant to an exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”)
provided by Rule 701 thereunder.


 


3.
Shares; Price. The Company hereby grants to Optionee the right to purchase, upon and subject to the terms and conditions
herein stated, the number of shares of Stock set forth in Section 1(c) above (the “Shares”) for cash at the price
per Share set forth in Section 1(d) above (the “Exercise Price”).


 


4.
Term of Option. This Option shall expire, and all rights hereunder to purchase the Shares, shall terminate five (5) years
from the date hereof. Nothing contained herein shall be construed to interfere in any way with the right of the Company to terminate
Optionee as a director to the Company, or to increase or decrease the compensation paid to Optionee from the rate in effect as
of the date hereof.


 


5.
Vesting of Option. Subject to the provisions of Sections 7 and 8 hereof, this Option shall become exercisable during the
period that Optionee serves as a Director of the Company in four (4) equal installments of 100,000 shares on a quarterly basis
commencing on September 30, 2015. The installments shall be cumulative (i.e., this option may be exercised, as to any or all shares
covered by an installment, at any time or times after an installment becomes exercisable and until expiration or termination of
this option).


 






    	 



    	 



    

 


6.
Exercise. This Option shall be exercised by delivery to the Company of (a) written notice of exercise stating the number
of Shares being purchased (in whole shares only) and such other information set forth on the form of Notice of Exercise attached
hereto as Appendix A, (b) a check or cash in the amount of the Exercise Price of the Shares covered by the notice (or such
other consideration as has been approved by the Board of Directors consistent with the Plan) and (c) a written investment representation
as provided for in Section 13 hereof. Notwithstanding anything to the contrary contained in this Option, this Option may be exercised
by presentation and surrender of this Option to the Company at its principal executive offices with a written notice of the holder’s
intention to effect a cashless exercise, including a calculation of the number of shares of Common Stock to be issued upon such
exercise in accordance with the terms hereof (a “Cashless Exercise”). In the event of a Cashless Exercise, in lieu
of paying the Exercise Price in cash, the holder shall surrender this Option for that number of shares of Common Stock determined
by multiplying the number of Shares to which it would otherwise be entitled by a fraction, the numerator of which shall be the
difference between the then current Market Price per share of the Common Stock and the Exercise Price, and the denominator of
which shall be the then current Market Price per share of Common Stock. For example, if the holder is exercising 100,000 Options
with a per Warrant exercise price of $0.75 per share through a cashless exercise when the Common Stock’s current Market
Price per share is $2.00 per share, then upon such Cashless Exercise the holder will receive 62,500 shares of Common Stock. Market
Price is defined as the average of the last reported sale prices on the principal trading market for the Common Stock during the
thirty (30) trading days immediately preceding such date. This Option shall not be assignable or transferable, except by will
or by the laws of descent and distribution, and shall be exercisable only by Optionee during his or her lifetime.


 


7.
Termination of Service. If Optionee’s service as a Director to the Company terminates for any reason, no further installments
shall vest pursuant to Section 5.


 


8.
Death of Optionee. If the Optionee shall die while serving as a director to the Company, Optionee’s personal representative
or the person entitled to Optionee’s rights hereunder may at any time within ninety (90) days after the date of Optionee’s death,
or during the remaining term of this Option, whichever is the lesser, exercise this Option and purchase Shares to the extent,
but only to the extent, that Optionee could have exercised this Option as of the date of Optionee’s death; provided, in any case,
that this Option may be so exercised only to the extent that this Option has not previously been exercised by Optionee.


 


9.
No Rights as Shareholder. Optionee shall have no rights as a shareholder with respect to the Shares covered by any installment
of this Option until the effective date of the issuance of shares following exercise of this to Option, and no adjustment will
be made for dividends or other rights for which the record date is prior to the date such stock certificate or certificates are
issued except as provided in Section 10 hereof.


 


10. Recapitalization.
Subject to any required action by the shareholders of the Company, the number of Shares covered by this Option, and the
Exercise Price thereof, shall be proportionately adjusted for any increase or decrease in the number of issued shares
resulting from a subdivision or consolidation of shares or the payment of a stock dividend.


  






    	2



    	 



    

 


11.
Taxation upon Exercise of Option. Optionee understands that, upon exercise of this Option, Optionee will recognize income,
for Federal and state income tax purposes, in an amount equal to the amount by which the fair market value of the Shares, determined
as of the date of exercise, exceeds the Exercise Price. The acceptance of the Shares by Optionee shall constitute an agreement
by Optionee to report such income in accordance with then applicable law and to cooperate with Company in establishing the amount
of such income and corresponding deduction to the Company for its income tax purposes. Withholding for federal or state income
and employment tax purposes will be made, if and as required by law, from Optionee’s then current compensation, or, if such current
compensation is insufficient to satisfy withholding tax liability, the Company may require Optionee to make a cash payment to
cover such liability as a condition of the exercise of this Option.


 


12.
Modification, Extension and Renewal of Options. The Board may modify, extend or renew this Option or accept the surrender
thereof (to the extent not theretofore exercised) and authorize the granting of a new option in substitution therefore (to the
extent not theretofore exercised). Notwithstanding the foregoing provisions of this Section 12, no modification shall, without
the consent of the Optionee, alter to the Optionee’s detriment or impair any rights of Optionee hereunder.


 


13.
Investment Intent; Restrictions on Transfer.


 


(a)
Optionee represents and agrees that if Optionee exercises this Option in whole or in part, Optionee will in each case acquire
the Shares upon such exercise for the purpose of investment and not with a view to, or for resale in connection with, any distribution
thereof; and that upon such exercise of this Option in whole or in part, Optionee (or any person or persons entitled to exercise
this Option under the provisions of Sections 7 and 8 hereof) shall furnish to the Company a written statement to such effect,
satisfactory to the Company in form and substance. If the Shares represented by this Option are registered under the Securities
Act, either before or after the exercise of this Option in whole or in part, the Optionee shall be relieved of the foregoing investment
representation and agreement and shall not be required to furnish the Company with the foregoing written statement.





(b)
Optionee further represents that Optionee has had access to the financial statements or books and records of the Company, has
had the opportunity to ask questions of the Company concerning its business, operations and financial condition, and to obtain
additional information reasonably necessary to verify the accuracy of such information.









    	3



    	 



    

 



                  (c)
Unless and until the Shares represented by this Option are registered under the Securities Act, all certificates representing
the Shares and any certificates subsequently issued in substitution therefor and any certificate for any securities issued
pursuant to any stock split, share reclassification, stock dividend or other similar capital event shall bear legends in
substantially the following form:





 


			THESE
                                         SECURITIES HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER THE SECURITIES ACT OF
                                         1933 (THE ’SECURITIES ACT’) OR UNDER THE APPLICABLE OR SECURITIES LAWS OF ANY STATE.
                                         NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR
                                         OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OR ANY
                                         APPLICABLE SECURITIES LAWS OF ANY STATE, UNLESS PURSUANT TO EXEMPTIONS THEREFROM.



 


			THE
                                         SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO THAT CERTAIN STOCK
                                         OPTION AGREEMENT DATED _______ __, 2015 BETWEEN THE COMPANY AND THE ISSUEE WHICH RESTRICTS
                                         THE TRANSFER OF THESE SHARES WHICH ARE SUBJECT TO REPURCHASE BY THE COMPANY UNDER CERTAIN
                                         CONDITIONS.



 


 


and/or
such other legend or legends as the Company and its counsel deem necessary or appropriate. Appropriate stop transfer instructions
with respect to the Shares have been placed with the Company’s transfer agent.


 


14.
Stand-off Agreement. Optionee agrees that, in connection with any registration of the Company’s securities under the Securities
Act, and upon the request of the Company or any underwriter managing an underwritten offering of the Company’s securities, Optionee
shall not sell, short any sale of, loan, grant an option for, or otherwise dispose of any of the Shares (other than Shares included
in the offering) without the prior written consent of the Company or such managing underwriter, as applicable, for a period of
up to one year following the effective date of registration of such offering.


 


15.
Notices. Any notice required to be given pursuant to this Option or the Plan shall be in writing and shall be deemed to
be delivered upon receipt or, in the case of notices by the Company, five (5) days after deposit in the U.S. mail, postage prepaid,
addressed to Optionee at the address last provided by Optionee for use in Company records related to Optionee.


 


16.
This Option has been granted, executed and delivered in the State of Ohio, and the interpretation and enforcement shall be governed
by the laws thereof and subject to the exclusive jurisdiction of the courts therein.


 


[SIGNATURE
PAGE FOLLOWS]


 




    	4



    	 



    

 


In
Witness Whereof, the parties hereto have executed this Option
as of the date first above written.


  


	COMPANY:
                                         

        
	 	ID
                                         GLOBAL SOLUTIONS CORPORATION,

                                         a Delaware corporation

        

         

        By:
        /s/ Thomas R. Szoke

        Name:
        Thomas R. Szoke

        Title:CEO

	 	 	 
	OPTIONEE:	 	 

        By:
             /s/ Herbert M. Seltzer

            (signature)

        Name:Herbert
        M. Seltzer

	 	 	 


 




    	5



    	 



    

 


Appendix
A


 


NOTICE
OF EXERCISE


 


ID GLOBAL
SOLUTIONS CORPORATION


_________________


_________________


_________________


 


Re:
Stock Option


 


1)     Notice
is hereby given pursuant to Section 6 of my Stock Option Agreement that I elect to purchase the number of shares set forth below
at the exercise price set forth in my option agreement:


 


Stock
Option Agreement dated: ______________


 


Number
of shares being purchased: ____________


 


Exercise
Price: $____________


 


A
check in the amount of the aggregate price of the shares being purchased is attached.


 


OR


 


               2)     I
elect a cashless exercise pursuant to Section 6 of my Stock Option Agreement. The Average Market Price as of _______ was $_______.


 


I
hereby confirm that such shares are being acquired by me for my own account for investment purposes, and not with a view to, or
for resale in connection with, any distribution thereof. I will not sell or dispose of my Shares in violation of the Securities
Act of 1933, as amended, or any applicable federal or state securities laws. Further, I understand that the exemption from taxable
income at the time of exercise is dependent upon my holding such stock for a period of at least one year from the date of exercise
and two years from the date of grant of the Option.


 


I
understand that the certificate representing the Option Shares will bear a restrictive legend within the contemplation of the
Securities Act and as required by such other state or federal law or regulation applicable to the issuance or delivery of the
Option Shares.


 





	 	 	 	 
	 	By:	 	 
	 	 	(signature)	 
	 	Name:	 	 




 


 

 

 









    	- 1 -