Exhibit
4.5


 





STOCK
OPTION GRANT


 


This
STOCK OPTION GRANT, dated as of July 29, 2019 is delivered by BROWNIE’S MARINE GROUP, INC., a Florida
corporation (the “Company”) to Robert Carmichael, an individual resident of the State of Florida (the “Grantee”).


 


RECITALS


 


	A.	The
    Grantee has provided services to the Company and continues to provide services to the Company.
	 	 
	B.	The
    Board of Directors of the Company (the “Board”) believes it to be in the best interests of the Company
    to make a stock option grant to Grantee as additional compensation to Grantee. 


 


NOW,
THEREFORE, the parties to this Stock Option Grant, intending to be legally bound hereby, agree as follows:


 


1.
Grant of Option. Subject to the terms and conditions set forth in this Stock Option Grant, the Company hereby grants
to the Grantee an option (“Option”) to purchase 20,761,904 shares of common stock of the Company (“Option
Shares”) at an exercise price of $0.018 per share (the “Option Price”). The Option shall become
exercisable according to Paragraph 2 below.


 


2.
Exercisability of Option. The option shall be a non-qualified option and shall become vested and exercisable in equal
three (3) installments over a period of six (6) months from the date hereof, with the initial installment vesting on the date
hereof.


 


3.
Term of Option. The stated expiration date of the option shall be the fifth (5th) anniversary of the date
hereof.


 


4.
Exercise Procedures.


 


(a)
Subject to the provisions of Paragraphs 2 and 3 above, the Grantee may exercise part or all of the exercisable Option by giving
the Board written notice of intent to exercise in the manner provided in this Stock Option Grant, specifying the number of Shares
as to which the Option is to be exercised. On the delivery date, the Grantee shall pay the exercise price (i) in cash, or (ii)
in the event the Company’s common stock is publicly traded, with the approval of the Board, by delivering Shares of the
Company which shall be valued at their Fair Market Value (as defined below) on the date of delivery, or (iii) with the approval
of the Board, by a combination of (i) and (ii). Fair Market Value of a share of common stock as of a particular date (the “Determination
Date”) shall mean: (i) If the Company’s common stock is traded on an exchange or is quoted on the NASDAQ Global
Market, NASDAQ Global Select Market, the NASDAQ Capital Market, the New York Stock Exchange or the American Stock Exchange, then
the average of the closing sale prices of the common stock for the five (5) trading days immediately prior to (but not including)
the Determination Date; or (ii) If the Company’s common stock is not traded on an exchange or on the NASDAQ Global Market,
NASDAQ Global Select Market, the NASDAQ Capital Market, the New York Stock Exchange or NYSE MKT, but is traded on the OTC Markets
or in the over-the-counter market, then the average of the closing bid and ask prices reported for the five (5) trading days immediately
prior to (but not including) the Determination Date.


 




    	 	 	 



     


    

 


(b)
The obligation of the Company to deliver the Options Shares upon exercise of the Option shall be subject to all applicable laws,
rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the Board, including such actions
as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Company may
require that the Grantee represent that the Grantee is purchasing the Option Shares for the Grantee’s own account and not
with a view to or for sale in connection with any distribution of the Option Shares, or such other representation as the Board
deems appropriate. The Company shall withhold amounts required to be withheld for any taxes, if applicable. Subject to Board approval,
the Grantee may elect to satisfy any income tax withholding obligation of the Company with respect to the Option by having Shares
withheld up to an amount that does not exceed the minimum applicable withholding tax rate for federal (including FICA), state
and local tax liabilities.


 


5.
Reservation of Common Stock. The Company hereby represents and warrants that there have been reserved, and the Company
shall at all applicable times keep reserved until issued (if necessary) as contemplated by this Section 5, out of the authorized
and unissued shares of common stock, sufficient shares to provide for the exercise of the rights of purchase represented by this
Option. The Company agrees that all Option Shares issued upon due exercise of the Option shall be, at the time of delivery of
the certificates for such Option Shares, duly authorized, validly issued, fully paid and non-assessable shares of common stock
of the Company.


 


6.
Adjustments. Subject and pursuant to the provisions of this Section 6, the Option Price and number of Option Shares
subject to this Option shall be subject to adjustment from time to time as set forth hereinafter.


 


(a)
If the Company shall, at any time or from time to time while this Option is outstanding, pay a dividend or make a distribution
on its common stock in shares of Common stock, subdivide its outstanding shares of Common stock into a greater number of shares
or combine its outstanding shares of Common stock into a smaller number of shares or issue by reclassification of its outstanding
shares of Common stock any shares of its capital stock (including any such reclassification in connection with a consolidation
or merger in which the Company is the continuing corporation), then (i) the Option Price in effect immediately prior to the date
on which such change shall become effective shall be adjusted by multiplying such Option Price by a fraction, the numerator of
which shall be the number of shares of Common stock outstanding immediately prior to such change and the denominator of which
shall be the number of shares of Common stock outstanding immediately after giving effect to such change and (ii) the number of
Option Shares purchasable upon exercise of this Option shall be adjusted by multiplying the number of Option Shares purchasable
upon exercise of this Option immediately prior to the date on which such change shall become effective by a fraction, the numerator
of which is shall be the Option Price in effect immediately prior to the date on which such change shall become effective and
the denominator of which shall be the Option Price in effect immediately after giving effect to such change, calculated in accordance
with clause (i) above. Such adjustments shall be made successively whenever any event listed above shall occur.


 




    	 	2	 



     


    

 


(b)
In case the Company shall do any of the following (each, a “Triggering Event”): (i) consolidate or merge with
or into any other Person (as defined below) and the Company shall not be the continuing or surviving corporation of such consolidation
or merger, or (ii) permit any other Person to consolidate with or merge into the Company and the Company shall be the continuing
or surviving Person but, in connection with such consolidation or merger, any capital stock of the Company shall be changed into
or exchanged for securities of any other Person or cash or any other property, or (iii) transfer all or substantially all of its
properties or assets to any other Person, or (iv) effect a capital reorganization or reclassification of its capital stock, then,
and in the case of each such Triggering Event, proper provision shall be made to the Option Price and the number of Option Shares
that may be purchased upon exercise of this Option so that, upon the basis and the terms and in the manner provided in this Option,
the Optionholder of this Option shall be entitled upon the exercise hereof at any time after the consummation of such Triggering
Event, to the extent this Option is not exercised prior to such Triggering Event, to receive at the Option Price as adjusted to
take into account the consummation of such Triggering Event, in lieu of the Common stock issuable upon such exercise of this Option
prior to such Triggering Event, the securities, cash and property to which such Optionholder would have been entitled upon the
consummation of such Triggering Event if such Optionholder had exercised the rights represented by this Option immediately prior
thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject
to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere
in this Section 6, and the Option Price shall be adjusted to equal the product of (A) the closing price of the common stock of
the continuing or surviving corporation as a result of such Triggering Event as of the date immediately preceding the date of
the consummation of such Triggering Event multiplied by (B) the quotient of (i) the Option Price divided by (ii) the Fair Market
Value per share of Common stock as of the date immediately preceding the issuance date of this Option. Immediately upon the occurrence
of a Triggering Event, the Company shall notify the Optionholder in writing of such Triggering Event and provide the calculations
in determining the number of Option Shares issuable upon exercise of the new Option and the adjusted Option Price. Upon the Optionholder’s
request, the continuing or surviving corporation as a result of such Triggering Event shall issue to the Optionholder a new Option
of like tenor evidencing the right to purchase the adjusted number of Option Shares and the adjusted Option Price pursuant to
the terms and provisions of this Section 6(b). For purposes of this Section 6(b), “Person” means any individual,
corporation, partnership, joint venture, limited liability company, association or any other entity.


 


7.
No Employment or Other Rights. The grant of the Option shall not confer upon the Grantee any right to be retained by
or in the employ or service of the Company and shall not interfere in any way with the right of the Company to terminate the Grantee.


 


8.
No Shareholder Rights. Neither the Grantee, nor any person entitled to exercise the Grantee’s rights in the event
of Grantee’s death, shall have any of the rights and privileges of a shareholder with respect to the Shares subject to the
Option, until certificates for Option Shares have been issued upon the exercise of the Option.


 


9.
Assignment and Transfers. The rights and interests of the Grantee under this Agreement may not be sold, assigned, encumbered
or otherwise transferred except, in the event of the death of the Grantee, by will or by the laws of descent and distribution.
In the event of any attempt by the Grantee to alienate, assign, pledge, hypothecate, or otherwise dispose of the Option or any
right hereunder, except as provided for in this Stock Option Grant, or in the event of the levy or any attachment, execution or
similar process upon the rights or interests hereby conferred, the Company may terminate the Option by notice to the Grantee,
and the Option and all rights hereunder shall thereupon become null and void.


 


10.
Applicable Law. The validity, construction, interpretation and effect of this instrument shall be governed by and construed
in accordance with the laws of the State of Florida, without giving effect to the conflicts of laws provisions thereof.


 


11.
Notice. Any notice to the Company provided for in this instrument shall be addressed to the Company in care of the
Chief Executive Officer at the Company’s principal executive offices at 3001 NW 25th Avenue, Suite 1, Pompano
Beach, FL 33069, and any notice to the Grantee shall be addressed to Grantee at the address set forth below, or to such other
address as the Grantee may designate to the Company in writing. Any notice shall be delivered by hand, sent by telecopy or enclosed
in a properly sealed envelope addressed as stated above, registered and deposited, postage prepaid, in a post office regularly
maintained by the United States Postal Service.


 




    	 	3	 



     


    

 


IN
WITNESS WHEREOF, the Company has caused its duly authorized officers to execute and attest this Agreement, and the Grantee
has executed this Stock Option Grant, effective as of the date above.


 


	BROWNIE’S
    MARINE GROUP, INC.	 	GRANTEE
	 	 	 	 
	By:
    	          	 	     
	Name:	 	 	Name:
    	Robert
Carmichael
	Its:	 	 	Address
    of Grantee:


 




    	 	4