Exhibit
10.7


 


EMPLOYMENT
AGREEMENT


 


THIS
EMPLOYMENT AGREEMENT is made and entered into effective as of the 14th day of November, 2022 (the “Effective Date”),
by and between NEXTPLAT CORP, a Nevada corporation with offices at 3250 Mary Street, Suite 410, Coconut Grove, Florida 33133 (the
“Corporation”), and PAUL THOMSON (the “Employee”), under the following circumstances:


 


RECITALS:


 


A. The
Corporation desires to secure the services of the Employee upon the terms and conditions hereinafter set forth; and


 


B. The
Employee desires to render services to the Corporation upon the terms and conditions hereinafter set forth.


 


NOW,
THEREFORE, the parties mutually agree as follows:


 


1. Terms
of Employment. The Corporation hereby employs the Employee and the Employee hereby accepts employment as an Employee of the Corporation,
subject to the terms and conditions set forth in this Agreement.


 


2. Duties.
The Employee shall serve as Senior Vice-President for Mergers, Acquisitions and Special Projects of the Corporation, with such duties,
responsibilities, and authority as are commensurate and consistent with his position, as may be, from time to time, assigned to him by
the CEO of the Corporation. During the Term (as defined in Section 3), the Employee shall devote all of his full business time and efforts
to the performance of his duties hereunder unless otherwise authorized by the CEO. Employee shall notify Corporation of any physical,
mental, or emotional incapacity resulting from injury, sickness or disease that affects Employee’s ability to carry out the duties
and responsibilities of Employee’s position.


 


3. Termination
of Employee’s Prior Employment Agreement and Terms of Employment.


 


(a) Employer
and Employee acknowledge and agree that Employee was previously employed by the Corporation as Executive Vice President and Chief Financial
Officer pursuant to that certain Employment Agreement by and between the Corporation and the Employee (the “Prior Employment Agreement”).
However, Employee delivered his written notice of resignation of said employment, in accordance with the Prior Employment Agreement,
to the Corporation and the Corporation accepted his resignation, effective November 14, 2022. Consequently, except as set forth herein,
the Prior Employment Agreement is deemed null and void, and of no further force and effect. Notwithstanding, the Corporation and the
Employee have mutually agreed to enter into this Agreement on the date first written above.


 


(b) The
term of the Employee’s employment hereunder, unless sooner terminated as provided herein (the “Initial Term”),
shall be for a period of one (1) year commencing on the Effective Date. The term of this Agreement may be extended by the CEO, at his
sole and absolute discretion, for additional terms of one (1) year each (each a “Renewal Term For purposes of this Agreement,
the Initial Term and any Renewal Term are hereinafter collectively referred to as the “Term.”. In the event the Corporation
determines that it is not offering the Employee a Renewal Term, the Corporation may, but is not obligated to provide Employee with a
“non-renewal letter”.


 




    	 



    	 



    

 


4. Compensation
of Employee.


 


(a) The
Corporation shall pay the Employee as compensation for his services hereunder, in bi-weekly installments during the Term, the sum of
$150,000.00 (the “Annual Base Salary”), less such deductions as shall be required to be withheld by applicable law
and regulations and monthly advances against the salary. The Corporation shall review the Base Salary on an annual basis and has the
right, but not the obligation, to increase it.


 


(b) Equity
Awards. Notwithstanding Employee’s prior delivery of the notice of resignation in connection with the Prior Employment Agreement,
and the Corporation’s acceptance thereof, and further notwithstanding anything else contained in this Agreement to the contrary,
Employee shall be entitled to keep all of his rights and interest in and to the Options specifically described in, in accordance with,
and subject to, the terms and conditions set forth in the Prior Employment Agreement.


 


(c)
The Corporation shall pay or reimburse the Employee for all reasonable out-of-pocket expenses actually incurred or paid by the Employee
in the course of his employment, consistent with the Corporation’s policy for reimbursement of expenses which may be modified from
time to time without notice.


 


5. Termination.


 


(a) This
Agreement and the Employee’s employment hereunder shall terminate upon the happening of any of the following events:


 


(i) upon
the Employee’s death;


 


(ii) upon
the Employee’s “Total Disability” (as defined in Section 22(c)(3) of the Internal Revenue Code of 1986, as amended);


 


(iii) subject
to relevant provisions contained herein, upon the expiration of the Initial Term of this Agreement or any Renewal Term thereof, if either
party has provided a timely notice of non-renewal in accordance with Section 3, above;


 


(iv) at
either Party’s option, at any time upon thirty (30) days prior written notice to the other Party. In the event of a termination
pursuant to this Section 5(a)(iv), Employee shall be entitled to receive applicable payments as set forth in Section 6(c) below, if any,
as well as entitled to keep all of his rights and interest in and to the Options specifically described in and in accordance with, and
subject to, the terms and conditions set forth in the Prior Employment Agreement.


 




    	 



    	 



    

 


(v) At
the Corporation’s option, in the event of an act of Employee, defined in Section 5(b) below, as constituting “Cause”
for termination by the Corporation.


 


(vi) Nothing
in this Section 5(a) shall be construed to waive the Employee’s rights, if any, under existing law including, without limitation,
the Family and Medical Leave Act of 1993, 29 U.S.C. s.2601 et seq. and the Americans with Disabilities Act, 42 U.S.C. s12101 et
seq.


 


(b) For
purposes of this Agreement, the term “Cause” shall mean:


 


(i) conviction
of a felony or a crime involving fraud or moral turpitude; or


 


(ii) theft,
material act of dishonesty or fraud, intentional falsification of any employment or Corporation records, or commission of any criminal
act which impairs Employee’s ability to perform appropriate employment duties for the Corporation; or


 


(iii) intentional
or reckless conduct or gross negligence materially harmful to the Corporation or the successor to the Corporation after a Change in Control
Transaction, including violation of a non-competition or confidentiality agreement; or


 


(iv) willful
failure to follow lawful and reasonable instructions of the person or body to which Employee reports, which failure, if curable, is not
cured within thirty (30) days after written notice to the Employee thereof; or


 


(v) gross
negligence or willful misconduct in the performance of Employee’s assigned duties; or


 


(vi)  any material breach of this Agreement by Employee, which breach, if curable, is not cured within
fifteen (15) days after written notice to the Employee of such breach.


 


6. Effects
of Termination.


 


(a) Upon
termination of the Employee’s employment pursuant to Section 5(a)(i) or (ii), in addition to the accrued but unpaid compensation
through the date of death or Total Disability and any other benefits accrued to him under any Benefit Plans outstanding at such time
and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee or his estate or beneficiaries,
as applicable, shall be entitled to the following severance benefits: (i) continued provision for a period of six (6) months following
the Employee’s death or Total Disability of benefits under Benefit Plans extended from time to time by the Corporation to Employees;
and (ii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was
a participant as of the date of death or Total Disability earned prior to the date of termination.


 


(b) Upon
termination of the Employee’s employment pursuant to Section 5(a)(iii), where the Corporation has offered to renew the term of
the Employee’s employment for an additional one (1) year period and the Employee chooses not to continue in the employ of the Corporation,
the Employee shall be entitled to receive only the accrued but unpaid compensation through the date of termination and any other benefits
accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior
to such date. In the event the Corporation tenders a Non-Renewal Notice to the Employee or otherwise determines that it will not be offering
a Renewal Term, then the Employee shall be entitled to the same severance benefits as if the Employee’s employment were terminated
pursuant to Section 5(a)(iii); provided, however, if such Non-Renewal Notice was triggered due to the Corporation’s
statement that the Employee’s employment was terminated due to Section 5(a)(v) (for “Cause”), then payment of severance
benefits will be contingent upon a determination as to whether termination was properly for “Cause.”


 




    	 



    	 



    

 


(c) Upon
termination of the Employee’s employment pursuant to Section 5(a)(v) or other than pursuant to Section 5(a)(i), 5(a)(ii), 5(a)(iii),
5(a)(iv), or 5(a)(vi) (i.e., without “Cause”), the Employee shall be entitled to and be paid (i) accrued but unpaid compensation
and vacation pay through the date of Termination, less withholding of all applicable taxes; (ii) the reimbursement of documented, unreimbursed
expenses incurred prior to such date; and (iii) payment on a pro-rated basis, calculated as of the date of termination, of any bonus
or other payments earned in connection with any bonus plan to which the Employee was a participant as of the date of the Employee’s
termination of employment, less withholding of all applicable taxes.


 


(d) Any
payments required to be made hereunder by the Corporation to the Employee shall continue to the Employee’s beneficiaries in the
event of his death until paid in full.


 


(e) The
Employee agrees that the termination of this Agreement or the expiration of the term of this Agreement or the termination of the Employee’s
employment by the Corporation pursuant to the terms hereof shall not release the Employee from any of the Employee’s non-competition,
non-disclosure and/or non-solicitation obligations contained herein.


 


7. Time
Off. In additional to standard holidays, the Employee shall be entitled to take reasonable amounts of time off for vacation, illness,
and personal matters during which period his salary shall be paid in full. Discretionary absences of longer than one week should be scheduled
at such time or times as the Employee and the Corporation shall determine is mutually convenient and must be approved in advance by the
CEO of the Corporation.


 


8.  Disclosure of Confidential Information.


 


(a)
The Employee recognizes, acknowledges and agrees that he has had and will continue to have access to secret and confidential information
regarding the Corporation, its subsidiaries and their respective businesses (“Confidential Information”), including
but not limited to, its products, methods, formulas, software code, patents, sources of supply, developments, customer dealings, financial
and other data, accounting methods, third party contracts and agreements, know-how, trade secrets and business plans. The Employee acknowledges
that such information is of great value to the Corporation, is the sole property of the Corporation, and has been and will be acquired
by him in confidence. In consideration of the obligations undertaken by the Corporation herein, the Employee will not, at any time, during
or after his employment hereunder, reveal, divulge or make known to any person, any Confidential Information acquired by the Employee
during the course of his employment, which is treated as confidential by the Corporation, and not otherwise in the public domain, except
as required by law (but only after Employee has provided the Corporation with reasonable notice and opportunity to take action against
any legally required disclosure. The provisions of this Section 8 shall survive the termination of the Employee’s employment hereunder.


 




    	 



    	 



    

 


(b) The
Employee affirms that he does not possess and will not rely upon the protected trade secrets or confidential or proprietary information
of any prior employer(s) in providing services to the Corporation or its subsidiaries.


 


(c) In
the event that the Employee’s employment with the Corporation terminates for any reason, the Employee shall deliver forthwith to
the Corporation any and all originals and copies, including those in electronic or digital formats, of Confidential Information; provided,
however, Employee shall be entitled to retain (i) papers and other materials of a personal nature, including, but not limited to, photographs,
correspondence, personal diaries, calendars and rolodexes, personal files and phone books, (ii) information showing his compensation
or relating to reimbursement of expenses, (iii) information that he reasonably believes may be needed for tax purposes and (iv) copies
of plans, programs and agreements relating to his employment, or termination thereof, with the Corporation, provided same do not contain
any Confidential Information whatsoever.


 


(d) Post-Termination
Assistance. Upon the Employee’s termination of employment with the Corporation, the Employee agrees to fully cooperate in all matters
relating to the winding up or pending work on behalf of the Corporation and the orderly transfer of work to other employees of the Corporation
following any termination of the Employees’ employment. The Employee further agrees that Employee will provide, upon reasonable
notice, such information and assistance to the Corporation as may reasonably be requested by the Corporation in connection with any audit,
governmental investigation, litigation, or other dispute in which the Corporation is or may become a party and as to which the Employee
has knowledge; provided, however, that (i) the Corporation agrees to reimburse the Employee for any related out-of-pocket expenses, including
travel expenses, and (ii) any such assistance may not unreasonably interfere with Employee’s then current employment. The Employee
specifically acknowledges and agrees that any payments owed to the Employee, to be paid post-termination, may be withheld by the Corporation
until such time as Employee fully complies with this provision. Employee acknowledges and agrees that such provision is fair and reasonable,
and Employee has voluntarily agreed to the terms and conditions of this provision. This provision shall survive the termination of the
Employee’s employment with the Corporation.


 


9. Non-Competition
and Non-Solicitation.


 


(a) The
Employee agrees and acknowledges that the Confidential Information that the Employee has already received and will receive is valuable
to the Corporation and that its protection and maintenance constitutes a legitimate business interest of the Corporation, to be protected
by the non-competition restrictions set forth herein. The Employee agrees and acknowledges that the non-competition restrictions set
forth herein are reasonable and necessary and do not impose undue hardship or burdens on the Employee. The Employee also acknowledges
that the Corporation’s business is conducted worldwide (the “Territory”), and that the Territory, scope of prohibited
competition, and time duration set forth in the non-competition restrictions set forth below are reasonable and necessary to maintain
the value of the Confidential Information of, and to protect the goodwill and other legitimate business interests of, the Corporation,
its affiliates and/or its clients or customers. The provisions of this Section 9 shall survive the termination of the Employee’s
employment hereunder for a period of six (6) months after the termination of Employee’s employment for whatever reason, and regardless
whether the termination is voluntary or involuntary, within the Territory.


 




    	 



    	 



    

 


(b) The
Employee hereby agrees and covenants that he shall not without the prior written consent of the Corporation, directly or indirectly,
in any capacity whatsoever, including, without limitation, as an employee, employer, consultant, principal, partner, shareholder, officer,
director or any other individual or representative capacity (other than (i) as a holder of less than two (2%) percent of the outstanding
securities of a company whose shares are traded on any national securities exchange or (ii) as a limited partner, passive minority interest
holder in a venture capital fund, private equity fund or similar investment entity which holds or may hold an equity or debt position
in portfolio companies that are competitive with the Corporation; provided however, that the Employee shall be precluded from serving
as an operating partner, general partner, manager or governing board designee with respect to such portfolio companies), whether on the
Employee’s own behalf or on behalf of any other person or entity or otherwise howsoever, during the Term and for a period of one
(1) year after the termination of the Employee’s employment for whatever reason, and regardless whether the termination in voluntary
or involuntary, within the Territory. The Employee hereby acknowledges and agrees that if the Employee’s employment with the Corporation
is terminated, the Employee will be able to earn a livelihood without violating any of the restrictions contained in this Agreement concerning
non-competition, non-solicitation of employees, non-solicitation of customers or otherwise, and the Employee’s ability to earn
such a livelihood without violating such restrictions is a material condition to the Corporation’s employment of the Employee.


 


In
addition,


 


(1) The
Employee hereby agrees and covenants that he shall not, without prior written consent of the Corporation, engage, own, manage, operate,
control, be employed by, consult for, participate in, or be connected in any manner with the ownership, management, operation or control
of any business in competition with the Business of the Corporation, as defined in the next sentence. “Business” shall
mean eCommerce sales, development and/or services, including, but not limited to, those in connection to “crypto” related
businesses and services, which shall also include, but not be limited to, commerce, development, sales and/or service relating to NFTs,
which compete with the Corporation.


 


(2) The
Employee hereby agrees and covenants that he shall not, without prior written consent of the Corporation, recruit, solicit or hire, or
attempt to recruit, solicit or hire, any employee, or independent contractor of the Corporation to leave the employment (or independent
contractor relationship) thereof, whether or not any such employee or independent contractor is party to an employment agreement, for
the purpose of competing with the Business of the Corporation.


 


(3) The
Employee hereby agrees and covenants that he shall not, without prior written consent of the Corporation, attempt in any manner to solicit
or accept from any customer of the Corporation, with whom Employee had significant contact during Employee’s employment by the
Corporation (whether under this Agreement or otherwise), business competitive with the Business done by the Corporation with such customer
or to persuade or attempt to persuade any such customer to cease to do business or to reduce the amount of business which such customer
has customarily done with the Corporation, or if any such customer elects to move its business to a person other than the Corporation,
provide any services of the kind or competitive with the Business of the Corporation for such customer, or have any discussions regarding
any such service with such customer, on behalf of such other person for the purpose of competing with the Business of the Corporation;
or


 




    	 



    	 



    

 


(4) Interfere
with any relationship, contractual or otherwise, between the Corporation and any other party, including, without limitation, any supplier,
distributor, co-venturer or joint venturer of the Corporation, for the purpose of soliciting such other party to discontinue or reduce
its business with the Corporation for the purpose of competing with the Business of the Corporation.


 


With
respect to the activities described in this Section (9), particularly including, but not limited to, the subsections (1), (2), (3) and
(4) above, the restrictions of this shall continue during the Term and, upon termination of the Employee’s employment for a period
of one (1) year thereafter. Further, the obligations as set forth pursuant to these Sections shall be extended by the length of time
during which the Employee shall have been in breach of any of the provisions of this Agreement. The provisions of this Section (9) shall
expressly survive termination of this Agreement and/or termination of the Employee’s employment with the Corporation.


 


10. Inventions
and Patents.


 


Employee
agrees that all (i) inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, financial methodology,
financial analysis methodology, funding procedures, and all similar or related information which directly relate to the business of the
Corporation or any of its subsidiaries or affiliates, or to the business or other businesses which the Corporation or any of its subsidiaries
or affiliates has taken action to pursue, and (ii) research and development or existing or future products or services and which are
conceived, developed or made by Employee while employed by the Corporation, its subsidiaries or its affiliates (collectively, the “Work
Product”) belong to the Corporation or such subsidiary or affiliate. Employee will promptly disclose all such Work Product to the
Corporation, and will perform all actions reasonably requested by the Corporation (whether during or after the Employment Period) to
establish and confirm such ownership (including, without limitation, the execution and delivery to the Corporation of such assignments,
consents, powers of attorney and other instruments which the Corporation may request from time to time).


 


11. Section
409A.


 


The
provisions of this Agreement are intended to comply, where applicable, with Section 409A of the Internal Revenue Code of 1986, as amended
(the “Code”) and any final regulations and guidance promulgated thereunder (“Section 409A”) and
shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. The Corporation and
Employee agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are
necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Employee
under Section 409A.


 




    	 



    	 



    

 


To
the extent that Employee will be reimbursed for costs and expenses or in-kind benefits, except as otherwise permitted by Section 409A,
(a) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, (b) the amount of expenses
eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement,
or in-kind benefits to be provided, in any other taxable year; provided that the foregoing clause (b) shall not be violated with regard
to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit
related to the period the arrangement is in effect and (c) such payments shall be made on or before the last day of the taxable year
following the taxable year in which you incurred the expense.


 


A
termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment
of any amounts or benefits upon or following a termination of employment unless such termination constitutes a “Separation from
Service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement references to a “termination,”
“termination of employment” or like terms shall mean Separation from Service.


 


Each
installment payable hereunder shall constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b), including
Treasury Regulation Section 1.409A-2(b)(2)(iii). Each payment that is made within the terms of the “short-term deferral”
rule set forth in Treasury Regulation Section 1.409A-1(b)(4) is intended to meet the “short-term deferral” rule. Each other
payment is intended to be a payment upon an involuntary termination from service and payable pursuant to Treasury Regulation Section
1.409A-1(b)(9)(iii), et. seq., to the maximum extent permitted by that regulation, with any amount that is not exempt from Code Section
409A being subject to Code Section 409A.


 


Notwithstanding
anything to the contrary in this Agreement, if Employee is a “specified employee” within the meaning of Section 409A at the
time of Employee’s termination, then only that portion of the severance and benefits payable to Employee pursuant to this Agreement,
if any, and any other severance payments or separation benefits which may be considered deferred compensation under Section 409A (together,
the “Deferred Compensation Separation Benefits”), which (when considered together) do not exceed the Section 409A Limit (as
defined herein) may be made within the first six (6) months following Employee’s termination of employment in accordance with the
payment schedule applicable to each payment or benefit. Any portion of the Deferred Compensation Separation Benefits in excess of the
Section 409A Limit otherwise due to Employee on or within the six (6) month period following Employee’s termination will accrue
during such six (6) month period and will become payable in one lump sum cash payment on the date six (6) months and one (1) day following
the date of Employee’s termination of employment. All subsequent Deferred Compensation Separation Benefits, if any, will be payable
in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Employee
dies following termination but prior to the six (6) month anniversary of Employee’s termination date, then any payments delayed
in accordance with this Section will be payable in a lump sum as soon as administratively practicable after the date of Employee’s
death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each
payment or benefit.


 




    	 



    	 



    

 


For
purposes of this Agreement, “Section 409A Limit” will mean a sum equal (x) to the amounts payable prior to March 15 following
the year in which Employee terminations plus (y) the lesser of two (2) times: (i) Employee’s annualized compensation based upon
the annual rate of pay paid to Employee during the Corporation’s taxable year preceding the Corporation’s taxable year of
Employee’s termination of employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any IRS guidance issued
with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17)
of the Code for the year in which Employee’s employment is terminated.


 


12. Indemnification.


 


The
Employee shall indemnify and save the Corporation harmless from and against any and all claims, demands, and actions against the Corporation
arising out of the Employee’s activities or the Employee’s breach of this Agreement, and shall reimburse the Corporation
for any and all costs, damages and expenses, including, without limitation, all reasonable attorney’s fees, which the Corporation
pays or becomes obligated to pay by reason of such activities or breach. The provisions of this Section shall not be construed to void
or limit any of the other rights granted to the Corporation or duties assumed by the Employee pursuant to this Agreement.


 


The
Corporation shall indemnify and save the Employee harmless from and against any and all claims, demands, and actions against the Employee
arising out of the Employee’s activities during the course and scope of the Employee’s employment with the Corporation, and
shall reimburse the Employee for any and all costs, damages and expenses, including, without limitation, all reasonable attorney’s
fees, which the Employee pays or becomes obligated to pay by reason of such activities, unless such claims, demands and/or actions arise
out of the Employee’s negligence, willful misconduct or unlawful behavior. 


 


The
provisions of this Section 12 shall expressly survive termination of this Agreement and/or termination of the Employee’s employment
with the Corporation.


 


13. Miscellaneous.


 


(a) The
Employee acknowledges that the services to be rendered by him under the provisions of this Agreement are of a special, unique and extraordinary
character and that it would be difficult or impossible to replace such services. Accordingly, the Employee agrees that any breach or
threatened breach by him of this Agreement, specifically including, but not limited to, Sections 8, 9, or 10 of this Agreement shall
entitle the Corporation, in addition to all other legal remedies available to it, to apply to any court of competent jurisdiction to
seek to enjoin such breach or threatened breach. The parties understand and intend that each restriction agreed to by the Employee hereinabove
shall be construed as separable and divisible from every other restriction, that the unenforceability of any restriction shall not limit
the enforceability, in whole or in part, of any other restriction, and that one or more or all of such restrictions may be enforced in
whole or in part as the circumstances warrant. In the event that any restriction in this Agreement is more restrictive than permitted
by law in the jurisdiction in which the Corporation seeks enforcement thereof, such restriction shall be limited to the extent permitted
by law. The remedy of injunctive relief herein set forth shall be in addition to, and not in lieu of, any other rights or remedies that
the Corporation may have at law or in equity.


 




    	 



    	 



    

 


(b) This
is a personal services employment agreement. Consequently, the Employee may not assign or delegate any of his rights or duties under
this Agreement without the express written consent of the Corporation.


 


(c) The
Employee hereby represents and warrants to the Corporation that, except as otherwise disclosed in this Agreement, as of the date of this
Agreement, the Employee is not subject to or otherwise restricted by the terms, provisions or conditions of any other non-competition,
non-solicitation and/or other covenant or restriction with respect to any former employer of the Employee or otherwise, and that the
Employee may freely, and without restriction, (i) solicit prospective customers, suppliers, employees, agents, managers, consultants,
directors, and independent contractors for and on behalf of the Corporation, and (ii) compete, and assist the Corporation to compete,
with any and all competitors of the Corporation, for and on behalf of the Corporation, subject only to the terms, provisions and conditions
of this Agreement. The representations and warranties of the Employee set forth under this provision shall expressly survive termination
of this Agreement and/or termination of the Employee’s employment with the Corporation.


 


(d) This
Agreement constitutes and embodies the full and complete understanding and agreement of the parties with respect to the Employee’s
employment by the Corporation, supersedes all prior understandings and agreements, whether oral or written, between the Employee and
the Corporation, and shall not be amended, modified or changed except by an instrument in writing executed by the party to be charged.
It is the intention of the parties that the provisions of this Agreement hereof shall be enforceable to the fullest extent permissible
under applicable law, but that the unenforceability (or modification to conform to such law) of any provision or provisions hereof shall
not render unenforceable, or impair, the remainder thereof. If any provision or provisions hereof shall be deemed invalid, a Court of
competent jurisdiction is empowered and authorized to delete or modify as necessary, the offending provision or provisions and to alter
the bounds thereof in order to render it valid and enforceable.


 


(e) No
waiver by either party of any provision or condition to be performed shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same time or any prior or subsequent time.


 


(f) This
Agreement shall inure to the benefit of, be binding upon and enforceable against, the parties hereto and their respective successors,
heirs, beneficiaries and permitted assigns.


 


(g) The
headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation
of this Agreement.


 


(h) All
notices, requests, demands and other communications required or permitted to be given hereunder shall be in writing and shall be deemed
to have been duly given when personally delivered, sent by registered or certified mail, return receipt requested, postage prepaid, or
by private overnight mail service (e.g. Federal Express) to the party at the address set forth above or to such other address as either
party may hereafter give notice of in accordance with the provisions hereof. Notices shall be deemed given on the sooner of the date
actually received or the third business day after sending.


 




    	 



    	 



    

 


(i) This
Agreement shall be governed by and construed in accordance with the internal laws of the State of Florida without reference to principles
of conflicts of laws and each of the parties hereto irrevocably consents to the jurisdiction and venue of the federal and state courts
located in the State of Florida.


 


IN
ANY LAWSUIT BROUGHT BY OR AGAINST THE EMPLOYEE ARISING OUT OF OR OTHERWISE RELATED TO, DIRECTLY OR INDIRECTLY, THIS AGREEMENT AND/OR
THE EMPLOYEE’S EMPLOYMENT WITH THE CORPORATION, THE EMPLOYEE HEREBY WAIVES THE RIGHT TO A JURY TRIAL. THE EMPLOYEE ACKNOWLEDGES
THAT THE EMPLOYEE HAS READ AND UNDERSTANDS EACH AND EVERY ONE OF THE PROVISIONS SET FORTH IN THIS AGREEMENT HEREINABOVE AND THAT SUCH
PROVISIONS ARE REASONABLE AND ENFORCEABLE.


 


(j) This
Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together
shall constitute one of the same instrument. The parties hereto have executed this Agreement as of the date set forth above.


 


[
signatures appear on next page ]


 




    	 



    	 



    

 


 


	CORPORATION:	 	 
	NEXTPLAT
    CORP	 	 
	 	 	 
	 	 	 
	By:
    CHARLES M. FERNANDEZ, 	 	 
	 	 	 
	Title:
    Executive Chairman and CEO	 	 
	 	 	 
	EMPLOYEE:	 	 
	 	 	 
	 	 	 
	By:
    PAUL THOMSON