Exhibit 10.39


 


Dated
MAY 23, 2022


 


Employment
Agreement


 


between


 


Nathan
Parker


 


and


 


Coda
Octopus group, Inc.


 




    	 



     


    

 


Contents





 


	Clause	 
	 	 	 
	1.	Interpretation	1
	2.	Term
    of appointment	3
	3.	Duties	3
	4.	Other
    Activities	4
	5.	Place
    of work	5
	6.	Hours
    of work	5
	7.	Compensation
    and Benefits	5
	8.	D&O
    Insurance	6
	9.	Reimbursement
    of Expenses	6
	10.	Paid
    Time Off (“PTO”)	7
	11.	Confidential
    information	7
	12.	Intellectual
    property	8
	13.	Termination	9
	14.	Obligations
    upon termination	10
	15.	Disciplinary
    and grievance procedures	11
	16.	Non-competition
    and Non-solicitation	11
	17.	Enforcement
    And Indemnification	12
	18.	Claw
    Back	13
	19.	Executive
    Representation	13
	20.	Notices	13
	21.	Prevailing
    provisions	13
	22.	Variation	14
	23.	Counterparts	14
	24.	PUBLICITY	14
	25.	Miscellaneous	14
	26.	Entire
    Agreement	15
	27.	Governing
    law and jurisdiction	15


 




    	 



     


    

 


THIS
AGREEMENT is dated May 23, 2022


 


Parties


 


(1)
Coda Octopus Group, Inc is a Delaware corporation with its principal place of business at 3300 S Hiawassee Rd, Suite 104-105, Orlando,
Florida, 32835 (the “Company”)


 


(2)
Mr. Nathan Parker of 701 Preserve Drive, Plainfield IN 46168(Executive).


 


Agreed
terms


 


	1.	Interpretation


 


	1.1	The
    definitions and rules of interpretation in this Clause 1.1 apply in this Agreement.


 


Agreement:
this Agreement as the same may be amended, supplemented, or modified in accordance with the terms
hereof. 


 


Appointment:
the employment of the Executive by the Company on the terms of this Agreement.


 


Base
Salary: the annual base salary which the Company shall pay the Executive, and which is specified
in Clause 7.1 of this Agreement.


 


Board:
the board of directors of the Company (including any committee of the board duly appointed by it).


 


Business
Opportunities: any opportunities which the Executive becomes aware of during the Appointment which relate to the business of the
Group or which the Board reasonably considers might be of benefit to Company or any Group Company.


 


Commencement
Date: June 13, 2022


 


Commission:
the United States Securities and Exchange Commission or any similar agency then having jurisdiction to enforce the Securities Act.


 


Confidential
Information: information for the time being confidential to the Company and/or any of its Subsidiaries, whether or not recorded in
documentary form or stored electronically on devices such as USB or other disk or drives, relating to the Company and/or any of its Subsidiaries’
business, products, affairs, finances, financial results prior to disclosure to the public, business plans, business performance matrixes,
business strategies or business opportunities.


 


Group:
the Company and its Subsidiaries.


 


Incapacity:
any sickness or injury which prevents the Executive from carrying out his duties.


 




    	1



     


    

 


Intellectual
Property Rights: patents, rights to inventions, copyright and related rights, trademarks, trade names and domain names, rights in
get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in confidential
information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered
and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights
or forms of protection which may now or in the future subsist in any part of the world.


 


Invention:
any invention, idea, discovery, development, improvement or innovation made by the Executive in the performance of his duties as
CFO, whether or not patentable or capable of registration, and whether or not recorded in any medium.


 


Person:
any individual, firm, corporation, partnership, trust, incorporated or unincorporated association, joint venture, joint stock company,
limited liability company, Governmental Authority or other entity of any kind, and shall include any successor (by merger or otherwise)
of such entity.


 


Pre-Contractual
Statement: any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not)
of any person (whether party to this Agreement or not) relating to the Executive’s employment under this Agreement which is not
expressly set out in this Agreement, or any documents referred to in it.


 


Requirements
of Law: as to any Person, any law, Environmental Law, statute, treaty, rule, regulation, right, privilege, qualification, license
or franchise or determination of an arbitrator or a court or other Governmental Authority or stock exchange, in each case applicable
or binding upon such Person or any of its property or to which such Person or any of its property is subject or pertaining the Company
including its Subsidiaries.


 


Securities
Act: the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder.


 


Staff
Handbook: the Company’s staff handbook as amended from time to time.


 


Subsidiaries:
as of the relevant date of determination, with respect to the Company, a corporation or other Person of which 50% or more of the voting
power of the outstanding voting equity securities or 50% or more of the outstanding economic equity interest is held, directly or indirectly,
by such Person. Unless otherwise qualified, or the context otherwise requires, all references to a “Subsidiary” or
to “Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of the Company.


 


Works:
all records, reports, documents, papers, drawings, designs, transparencies, photos, graphics, logos, typographical arrangements,
software, and all other materials in whatever form, including but not limited to hard copy and electronic form, prepared by the Executive
in the provision of the Services.


 




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	1.2	The
    headings in this Agreement are inserted for convenience only and shall not affect its construction.
	 	 
	1.3	A
    reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension,
    or re-enactment and includes any subordinate legislation for the time being in force made under it.
	 	 
	1.4	A
    reference to one gender includes a reference to the other gender.
	 	 
	1.5	The
    schedules to this Agreement form part of (and are incorporated into) this Agreement.
	 	 
	2.	Term
    of appointment
	 	 
	2.1	The
    Company shall employ the Executive and the Executive shall serve the Company as Chief Financial Officer of the Group on the terms
    of this Agreement. 
	 	 
	2.2	The
    Appointment shall be deemed to have commenced on the Commencement Date and shall continue, subject to the remaining terms of this
    Agreement, until terminated by either party in accordance with Clause 13 of this Agreement.


 


	3.	Duties


 


During
the Appointment, the Executive shall:


 


	3.1	perform
    the duties of the Chief Executive Officer (CFO) of the Group as defined in Appendix 1 hereto.
	 	 
	3.2	Unless
    prevented by Incapacity, devote the whole of his time, attention and abilities to the business of the Company.
	 	 
	3.3	abide
    by any statutory, fiduciary or common-law duties to the Company.
	 	 
	3.4	not
    do anything that would cause him to be disqualified from acting as the CFO of the Group.
	 	 
	3.5	Ensure
    that during the Appointment and any period post-termination required by law or under this Agreement, all non-public price sensitive
    information of the Company is handled in accordance with the Requirements of the Law including the Commission’s rules and regulations
    required for protecting such information from unlawful disclosure including by acts of omission or other negligent action. 


 




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	3.6	Ensure
    that during the Appointment all filings with the Commission are in accordance with the Requirements of Law including but not limited
    to the accuracy of the filing, quality of the filing and timing of the filing. 
	 	 
	3.7	Keep
    current with changes to US GAAP Accounting Standards and other financial standards which are applicable to the Company’s Financial
    Reporting obligations.
	 	 
	3.8	Diligently
    exercise such powers and perform such duties as may from time to time be assigned to him by the Company’s CEO and Board.
	 	 
	3.9	Comply
    with all reasonable and lawful directions given to you by the Company’s CEO and/or Board. 
	 	 
	3.10	Promptly
    make such reports to the Company’s CEO and Board in connection with the affairs of the Company on such matters and at such
    times as are reasonably required including any matter that may jeopardize the performance of the duties under this Agreement.
	 	 
	3.11	Promptly
    inform the Company’s CEO and Board of any Business Opportunities. 
	 	 
	3.12	Use
    his best endeavors to promote, protect, develop and extend the business of the Company
	 	 
	3.13	Comply
    with the Staff Handbook. 
	 	 
	4.	Other
    Activities
	 	 
	4.1	Unless
    otherwise agreed, the Executive will not engage in the management of any other business activities during the term of the Appointment
    except those which are for the sole benefit of the Company and to devote his entire business time, attention and skills and effort
    to the performance of his duties under this Agreement. Notwithstanding the foregoing, the Executive may, without impairing or otherwise
    adversely affecting the Executive’s performance of her duties to the Company, (i) make and manage personal investments in accordance
    with the Company’s Personal Securities Account Information Sheet in place at the time and (ii) with the Executive’s prior
    notification of the Company, engage in charitable, professional and civic activities and serve on the boards of directors of corporations
    other than the Company, provided that in no event shall the Executive be permitted to serve on the board of directors of any other
    entity that owns, operates, acquires, sells, develops and/or manages any companies which is any of the Business Activities within
    Coda Octopus Group of companies. For this purpose, the activities of the Group can be found at www.codaoctopusgroup.com


 




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	4.2	The
    Executive undertakes to the Company that during the Appointment he shall take all reasonable steps to offer (or cause to be offered)
    to the Company any Business Opportunities as soon as practicable after the same shall have come to his knowledge and in any event
    before the same shall have been offered by the Executive (or caused by the Executive to be offered) to any other party.
	 	 
	5.	Place
    of work
	 	 
	5.1	The
    Executive’s normal place of work is at the Company’s subsidiary’s principal place of business being 6526 S. Cottonwood
    Street, Murray, Utah 84107 USA
	 	 
	5.2	The
    Executive acknowledges that the Company has Subsidiaries in Orlando, UK, Copenhagen and India and as such for the proper performance
    of his duties, the Executive agrees to travel on the Company business (both within the United States and abroad) as may be required
    for the proper performance of his duties under the Appointment.
	 	 
	6.	Hours
    of work
	 	 
	6.1	The
    Executive’s normal working hours shall be 8.00am to 5.00pm on Mondays to Fridays and such additional hours as are necessary
    for the proper performance of his duties. The Executive acknowledges that he shall not receive further remuneration in respect of
    such additional hours.
	 	 
	6.2	The
    parties each agree that the nature of the Executive’s position is such that his working time cannot be measured and, accordingly,
    that the Appointment falls outside of the scope of any application regulation pertaining to working time. 
	 	 
	7.	Compensation
    and Benefits
	 	 
	7.1	The
    Executive shall be paid an initial gross base salary of $230,000 per annum. 
	 	 
	7.2	The
    Base Salary shall accrue from day to day and be paid bi-weekly in arrears directly into the Executive’s bank account which
    the Executive provide to the Company for this purpose. 


 




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	7.3	The
    Company shall deduct from the Base Salary all amounts stipulated by law or reasonably requested by the Executive.
	 	 
	7.4	The
    Executive shall be eligible to participate in any Management Incentive Plan that the Board or Compensation Committee of the Company
    may put in place from time to time.
	 	 
	7.5	Stock
    Options/Restricted Stock Grant: Subject to approval by the Company’s Compensation Committee, the Company shall propose a grant
    of Options or Restricted Stock having a value of $50,000 under the Company’s Stock Incentive Plan 2017 or 2021 to the Executive
    with a pro-rata Vesting Schedule of 3 years. Terms of Grant will be determined by the Group’s Compensation Committee. No part
    of the grant will vest prior to the first anniversary of the Grant. Notwithstanding the foregoing, the issuance of options and/or
    stock grants are solely within the discretion of the Company’s Compensation Committee. In the event that this Agreement is
    terminated for whatsoever reason by the Company, or the Executive terminates this Agreement, in accordance with Clause 13, the entitlement
    shall lapse. 
	 	 
	7.6	Subject
    to the provisions set forth in Clause 18 (Claw Back) the Company shall pay the Executive a signing on bonus of $20,000 for relocation
    support within 15 days of taking up the position. 
	 	 
	7.7	The
    Company shall provide health insurance on the usual terms and conditions at the date of this Agreement. 
	 	 
	8.	D&O
    Insurance
	 	 
	8.1	During
    the Appointment Period the Executive shall be included in the insurance cover for director and officer which shall cover his acts
    and/or omissions while officer of the Company on a basis no less favorable to him than the coverage provided to current directors
    and officers. 
	 	 
	9.	Reimbursement
    of Expenses
	 	 
	9.1	The
    Company shall reimburse (or procure the reimbursement of) all reasonable expenses wholly, properly and necessarily incurred by the
    Executive in the course of the Appointment for the purpose of the Business, subject to production of receipts or other appropriate
    evidence of payment.
	 	 
	9.2	The
    Executive shall incur business expenses in accordance with the Company’s guidelines in place from time to time.


 




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	9.3	The
    Executive shall submit his claim for reimbursement to the Group CEO for review and approval. All such claims shall be submitted within
    2 weeks of incurring these. 
	 	 
	9.4	The
    Executive shall abide by the Company’s policies on expenses as communicated to him from time to time.
	 	 
	9.5	Any
    credit card supplied to the Executive by the Company shall be used only for expenses incurred by him in the course of the Appointment.
	 	 
	10.	Paid
    Time Off (“PTO”)
	 	 
	10.1	The
    Executive shall be entitled to a maximum of 20 days’ paid time off in each calendar year which shall accrue ratably during
    the calendar year. In addition, the Executive shall be entitled to local Public Holidays as stipulated in the Staff Handbook as the
    same may be modified from time to time. 
	 	 
	10.2	Holiday
    shall be taken at such time or times as shall be approved in advance by the Company’s CEO. The Executive shall not without
    the consent of the CEO carry forward any accrued and unused holiday entitlement to a subsequent holiday year, nor receive any payment
    in lieu in respect of such entitlement, save as provided in Clause 10.3.
	 	 
	10.3	On
    termination of the Appointment, the Executive shall be entitled to be paid in lieu of accrued but untaken holiday 
	 	 
	10.4	If
    the Executive has taken more holidays than his accrued entitlement at the date of termination of the Appointment, the Company shall
    be entitled to deduct the appropriate amount from any payments due to the Executive (on the basis that each day of paid holiday is
    equal to 1/260 of the salary).
	 	 
	10.5	If
    either party has served notice to terminate the Appointment, the Company may require the Executive to take any accrued but unused
    holiday entitlement during the notice period.
	 	 
	11.	Confidential
    information
	 	 
	11.1	The
    Executive acknowledges that in the course of the Appointment he will have access to Confidential Information. The Executive has therefore
    agreed to accept the restrictions in this Clause 11.


 




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	11.2	The
    Executive shall not (except in the proper course of his duties), either during the Appointment or at any time after its termination
    (howsoever arising), use or disclose to any person, company or other organisation whatsoever (and shall use his best endeavours to
    prevent the publication or disclosure of) any Confidential Information. This restriction does not apply to:


 


	 	(a)	any
    use or disclosure authorised by the Board or required by law; or
	 	 	 
	 	(b)	any
    information which is already in, or comes into, the public domain other than through the Executive’s unauthorised disclosure;
    or
	 	 	 
	 	(c)	prevent
    the Executive from making a protected disclosure within the meaning of any applicable Whistleblowing Regulations. 


 


	12.	Intellectual
    property
	 	 
	12.1	The
    Executive hereby assigns to the Company all existing and future Intellectual Property Rights in the Works and the Inventions and
    all materials embodying such rights to the fullest extent permitted by law. Insofar as they do not so vest automatically by operation
    of law or under this Agreement, the Executive holds legal title in such rights and inventions on trust for the Company.


 


	12.2	The
    Executive undertakes:


 


	 	(a)	to
    notify to the Company in writing full details of any Works and Inventions promptly on their creation;
	 	 	 
	 	(b)	to
    keep confidential details of all Inventions;
	 	 	 
	 	(c)	whenever
    requested to do so by the Company and in any event on the termination of the Engagement, promptly to deliver to the Company all correspondence,
    documents, papers and records on all media (and all copies or abstracts of them), recording or relating to any part of the Works
    and the process of their creation which are in his possession, custody or power;
	 	 	 
	 	(d)	not
    to register nor attempt to register any of the Intellectual Property Rights in the Works, nor any of the Inventions, unless requested
    to do so by the Company; and
	 	 	 
	 	(e)	to
    do all acts necessary to confirm that absolute title in all Intellectual Property Rights in the Works and the Inventions has passed,
    or will pass, to the Company.


 


	12.3	The
    Executive warrants to the Company that:


 


	 	(a)	he
    has not given and will not give permission to any third party to use any of the Works or the Inventions, nor any of the Intellectual
    Property Rights in the Works;
	 	 	 
	 	(b)	he
    is unaware of any use by any third party of any of the Works or Intellectual Property Rights in the Works; and
	 	 	 
	 	(c)	the
    use of the Works or the Intellectual Property Rights in the Works by the Company will not infringe the rights of any third party.


 




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	12.4	The
    Executive waives any moral rights in the Works to which he is now or may at any future time be entitled under any applicable Copyright
    Designs and Patents Regulations or any similar provisions of law in any jurisdiction, including (but without limitation) the right
    to be identified, the right of integrity and the right against false attribution, and agrees not to institute, support, maintain
    or permit any action or claim to the effect that any treatment, exploitation or use of such Works or other materials, infringes the
    Executive’s moral rights.
	 	 
	12.5	The
    Executive acknowledges that no further remuneration or compensation other than that provided for in this agreement is or may become
    due to the Executive in respect of the performance of his obligations under this Clause 12.
	 	 
	12.6	The
    Executive undertakes, at the expense of the Company, at any time either during or after the Engagement, to execute all documents,
    make all applications, give all assistance and do all acts and things as may, in the opinion of the Company, be necessary or desirable
    to vest the Intellectual Property Rights in, and to register them in, the name of the Company and to defend the Company against claims
    that works embodying Intellectual Property Rights or Inventions infringe third party rights, and otherwise to protect and maintain
    the Intellectual Property Rights in the Works and the Inventions.
	 	 
	12.7	The
    Executive hereby irrevocably appoints the Company to be his attorney to execute and do any such instrument or thing and generally
    to use his name for the purpose of giving the Company or its nominee the benefit of this Clause 12 and acknowledges in favor of a
    third party that a certificate in writing signed by any director or the secretary of the Company that any instrument or act falls
    within the authority conferred by this Clause 12 shall be conclusive evidence that such is the case.
	 	 
	13.	Termination
	 	 
	13.1	The
    Company may terminate the Employment Agreement at will, in accordance with the laws of Utah. 
	 	 
	13.2	In
    the event that the Company terminates the Employment Agreement for whatever reason, the following Severance payments shall apply:


 


	Year
    1 of employment	1
    Month Base Salary
	Year
    2 of employment	3
    Months Base Salary
	Year
    3 of employment	6
    Months Base Salary


 




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	13.3	Regardless
    of the reason for Termination, the Company shall pay the Executive all amounts lawfully incurred under the Employment Agreement up
    until the day of the Termination. 
	 	 
	13.4	The
    Executive shall provide the Company with the following notice to terminate this Agreement with the Company:


 


	Notice
    within the first year	4
    weeks’ written notice addressed to the CEO
	Notice
    within the second year	6
    weeks’ written notice addressed to the CEO
	Notice
    within the third year and thereafter	8
    weeks’ written notice addressed to the CEO
	Notice
    thereafter	12
    weeks’ written notice addressed to the CEO


 


	13.5	The
    rights of the Company under Clause this Clause 13 are without prejudice to any other rights that it might have at law to terminate
    the Appointment or to accept any breach of this Agreement by the Executive as having brought the Agreement to an end. Any delay by
    the Company in exercising its rights to terminate shall not constitute a waiver thereof.


 


	14.	Obligations
    upon termination
	 	 
	14.1	On
    termination of the Appointment (howsoever arising) the Executive shall:


 


	 	(a)	immediately
    deliver to the Company all documents, books, materials, records, correspondence, papers and information (on whatever media and wherever
    located) relating to the business or affairs of the Group, any keys, credit card and any other property of the Company or any Group
    Company;
	 	 	 
	 	(b)	irretrievably
    delete any information relating to the business of the Company or any Group Company stored on any magnetic or optical disk or memory
    and all matter derived from such sources which is in his possession or under his control outside the Company’s premises; and
	 	 	 
	 	(c)	provide
    a signed statement that he has complied fully with his obligations under this Clause 14.1.


 




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	14.2	On
    termination of the Appointment howsoever arising the Executive shall not be entitled to any compensation for the loss of any rights
    or benefits under any share option, bonus, long-term incentive plan or other profit-sharing scheme operated by the Company in which
    he may participate.
	 	 
	15.	Disciplinary
    and grievance procedures
	 	 
	15.1	The
    Executive is subject to the Company’s disciplinary and grievance procedures that may be in place from time to time.
	 	 
	15.2	If
    the Executive wishes to appeal against a disciplinary decision he may apply in writing to Board.
	 	 
	15.3	The
    Company or the Board may at any time suspend the Executive during any period in which the Company is carrying out a disciplinary
    investigation into any alleged acts or defaults of the Executive. During any period of suspension, the Executive shall continue to
    receive his salary and contractual benefits.
	 	 
	15.4	If
    the Executive wishes to raise a grievance, he may apply in writing to the Board in accordance with the Company’s grievance
    procedure.
	 	 
	16.	Non-competition
    and Non-solicitation
	 	 
	16.1	The
    provisions set out this Clause 16 of this Agreement overrides the equivalent provision in the Company’s Employment Handbook
    (which is deemed to be substituted by these provisions). Throughout the Employment Period and for a further period of eighteen (18)
    months thereafter (the “Restricted Period”), provided, however, that the Restricted Period shall only extend for six
    months following the expiration or termination of the Executive’s employment if the Executive’s employment is terminated
    following a Change in Control, the Executive will not engage, directly or indirectly, as an owner, director, trustee, manager, member,
    employee, consultant, partner, principal, agent, representative, stockholder, or in any other individual, corporate or representative
    capacity, in any of the following: (i) any company which is offering sonar solutions including those companies identified in the
    Company’s filing as competitors; or (ii) any other business in which Coda Octopus is engaged or is actively planning to engage
    as of the date of the Executive’s termination of employment. Notwithstanding the foregoing, the Executive shall not be deemed
    to have violated this Section 16.1 solely by reason of his passive ownership of 5% or less of the outstanding stock of any publicly
    traded corporation or other entity.
	 	 
	16.2	Non-Solicitation
    of Clients. During the Restricted Period, the Executive will not solicit, directly or indirectly, on his own behalf or on behalf
    of any other person(s), any client of the Company whom Coda Octopus had provided services at any time during the Executive’s
    employment with Coda Octopus in any line of business that Coda Octopus conducts as of the date of the Executive’s termination
    of employment or that Coda Octopus is actively soliciting, for the purpose of marketing or providing any service competitive with
    any service then offered by the Company. 


 




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	16.3	Non-Solicitation
    of Employees. During the Restricted Period, the Executive will not, directly or indirectly, hire or attempt to hire or cause any
    business, other than any employee of the Company or Group Company, to hire any person who is then or was at any time during the preceding
    six months an employee of the Company and who is at the time of such hire or attempted hire, or was at the date of such employee’s
    separation from the Company an employee of the Company.
	 	 
	16.4	Acknowledgment.
    The Executive acknowledges that he will acquire much Confidential Information concerning the past, present and future business of
    the Company and its Subsidiaries as the result of her employment in this key position as Chief Financial Officer (CFO), as well as
    access to the relationships between the Company and their clients and employees. The Executive further acknowledges that the business
    of Company is very competitive and that competition by him in that business during her employment, or after her employment terminates,
    would severely injure the Company. The Executive understands that the restrictions contained in this Section 16 are reasonable and
    are required for the Company’s legitimate protection, and do not unduly limit her ability to earn a livelihood.
	 	 
	17.	Enforcement
    And Indemnification
	 	 
	17.1	The
    Company in its sole discretion, may bring an action in any court of competent jurisdiction to seek injunctive relief and such other
    relief as the Company shall elect to enforce the Restrictive Covenants. If the courts of any one or more of such jurisdictions hold
    the Restrictive Covenants wholly unenforceable by reason of breadth of scope or otherwise it is the intention of the Company and
    the Executive that such determination not bar or in any way affect Coda Octopus’s right, or the right of any of its affiliates,
    to the relief provided in Section 8(e) above in the courts of any other jurisdiction within the geographical scope of such Restrictive
    Covenants, as to breaches of such Restrictive Covenants in such other respective jurisdictions, such Restrictive Covenants as they
    relate to each jurisdiction being, for this purpose, severable, diverse and independent covenants, subject, where appropriate, to
    the doctrine of res judicata. The parties hereby agree to waive right to a trial by jury for any and all disputes hereunder (whether
    or not relating to the Restrictive Covenants).


 




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	18.	Claw
    Back
	 	 
	18.1	In
    the event that this Agreement is terminated within the first year for whatever reason, the Executive shall repay the sign on bonus
    paid to him pursuant to Clause 7.5 of this Agreement.
	 	 
	19.	Executive
    Representation
	 	 
	19.1	The
    Executive represents and warrants to the Company that he is not now under any obligation of a contractual or other nature to any
    person, business or other entity which is inconsistent or in conflict with this Agreement or which would prevent her from performing
    her obligations under this Agreement. 
	 	 
	20.	Notices
	 	 
	20.1	Any
    notice provided for in this Agreement must be in writing and must be either personally delivered, mailed by first class mail (postage
    prepaid and return receipt requested), or sent by reputable overnight courier service (charges prepaid) to the recipient at the address
    below indicated:


 


	Coda
    Octopus Group	Chief
                                            Executive Officer

     

    Coda
    Octopus Group, Inc.

    3300
    S Hiawassee Rd, Suite 104-105,

    Orlando,
    Florida, 32835

	 	 
	Mr.
    Nathan Parker	701
    Preserve Drive, Plainfield IN 4616;


 


or
such other address or to the attention of such other person as the recipient party shall have specified by prior written notice to the
sending party. Any notice under this Agreement will be deemed to have been given (a) if personally delivered, upon such delivery, (b)
if mailed, five days after deposit in the U.S. mail, or (c) if sent by reputable overnight courier service, one business day after such
services acknowledges receipt of the notice.


 


	21.	Prevailing
    provisions
	 	 
	21.1	In
    the event of a conflict between the terms of this Agreement and the Staff Handbook, the terms of this Agreement shall prevail.


 




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	22.	Variation
	 	 
	 	No
    variation of this Agreement or of any of the documents referred to in it shall be valid unless it is in writing and signed by or
    on behalf of each of the parties.
	 	 
	23.	Counterparts
	 	 
	 	This
    Agreement may be executed in any number of counterparts, each of which, when executed shall be an original, and all the counterparts
    together shall constitute one and the same instrument.
	 	 
	24.	PUBLICITY
	 	 
	24.1	The
    Executive acknowledges that the Company is a Public Reporting Company which places certain specific obligations on the Company under
    the Securities Act and regulations of the Commission, and which includes filing certain disclosures about officers and directors
    of the Company, which includes the CFO. 
	 	 
	24.2	The
    Executive expressly acknowledges and agrees to the Company complying with the Requirements of the Law which includes, but not limited
    to, filing in the public domain his Employment Agreement, accurate synopsis of his employment history including his qualifications,
    his age and address and any other information required to be filed. 
	 	 
	25.	 Miscellaneous
	 	 
	25.1	Litigation
    and Regulatory Cooperation. During and after Executive’s employment, Executive shall reasonably cooperate with the Company
    in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf
    of the Company which relate to events or occurrences that transpired while Executive was employed by Coda Octopus; provided, however,
    that such cooperation shall not materially and adversely affect Executive or expose Executive to an increased probability of civil
    or criminal litigation. Executive’s cooperation in connection with such claims or actions shall include, but not be limited
    to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of Coda Octopus at mutually
    convenient times. During and after Executive’s employment, Executive also shall cooperate fully with the Company in connection
    with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates
    to events or occurrences that transpired while Executive was employed by the Company. The Company shall also provide Executive with
    compensation on an hourly basis (to be derived from the sum of her Base Salary and average annual incentive compensation) for requested
    litigation and regulatory cooperation that occurs after her termination of employment and reimburse Executive for all costs and expenses
    incurred in connection with her performance under this Clause, including, but not limited to, reasonable attorneys’ fees and
    costs.


 




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	26.	Entire
    Agreement
	 	 
	26.1	Each
    party on behalf of itself (and in the case of the Company, as agent for any Subsidiaries) acknowledges and agrees with the other
    party (the Company acting on behalf of itself and as agent for each Subsidiary) that:


 


	 	(a)	this
    Agreement together with any documents referred to in it constitutes the entire Agreement and understanding between the Executive
    and the Company and any Group Company and supersedes any previous Agreement between them relating to the Appointment (which shall
    be deemed to have been terminated by mutual consent);
	 	 	 
	 	(b)	 in
    entering into this Agreement neither party nor any Group Company has relied on any Pre-Contractual Statement; and
	 	 	 
	 	(c)	the
    only remedy available to each party for breach of this Agreement shall be for breach of contract under the terms of this Agreement
    and no party shall have any right of action against any other party in respect of any Pre-Contractual Statement.


 


	26.2	Nothing
    in this Agreement shall, however, operate to limit or exclude any liability for fraud.
	 	 
	27.	Governing
    law and jurisdiction
	 	 
	27.1	This
    Agreement shall be governed by and construed in accordance with the law of the State of Utah
	 	 
	27.2	Each
    party irrevocably agrees to submit to the exclusive jurisdiction of the courts of Utah over any claim or matter arising under or
    in connection with this Agreement.


 




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	CODA
    OCTOPUS GROUP, INC.	 
	 	 	 
	By:	 /s/ Annmarie Gayle	 
	Name:	Annmarie
    Gayle	 
	Title:	Chief
    Executive Officer and Director	 
	 	 	 
	EXECUTIVE	 
	 	 
	 /s/ Nathan Parker	 
	Nathan Parker	 


 




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APPENDIX
1


 


Job
Title: Chief Financial Officer (CFO), Coda Octopus Group, Inc.


 


This
is a Board level appointment including participation in our Board Audit Committee and reports to the Group Chief Executive Officer. The
role does all that is necessary to comply with the Requirements of the Law including, but not limited to, those set by the Commission,
and which apply to the Company as a Public Reporting Company. Amongst other things:


 


	 	1.	The
    CFO has overall responsibility for the preparation of the Company’s Financial Statements including its quarterly and annual
    Securities and Exchange Commission (SEC) Reporting. 
	 	 	 
	 	2.	The
    CFO performs as the key functional interface to the Groups auditors and the various auditors of the Group companies and takes responsibility
    for the good standing of the Group in these audits. 
	 	 	 
	 	3.	The
    CFO works through the staff of the Group companies and ensures accurate accounting practice across the Group.
	 	 	 
	 	4.	The
    CFO oversees reliable current monthly and periodic forecasting reports. The Group requires a consolidated forecast at the half year
    and at year end.
	 	 	 
	 	5.	The
    CFO is a key part of the Groups business planning process, taking charge of the preparation of the Group budget. 
	 	 	 
	 	6.	The
    CFO is responsible for the supervision of the Financial Team of Coda Octopus Group, operating across the various companies in the
    Group.
	 	 	 
	 	7.	The
    CFO is responsible for the maintenance and oversight of controls and controls processes of the Group. 
	 	 	 
	 	8.	The
    CFO drives the Company’s Financial Planning and Management.
	 	 	 
	 	9.	The
    CFO performs risk management by analyzing the organization’s liabilities and investments and proposing solutions where appropriate.
    
	 	 	 
	 	10.	The
    CFO controls and evaluates the Groups fundraising plans and capital structure.
	 	 	 
	 	11.	The
    CFO ensures the Group cash flow is appropriate for the organization’s operations.
	 	 	 
	 	12.	The
    CFO will take responsibility, in conjunction with the Group CEO, of the Company’s M&A Strategy.
	 	 	 
	 	13.	Participates
    with the Group Chief Executive Officer in meetings with, and outreach to, shareholders and potential investors. The CFO will ultimately
    become a key interface with investors and is responsible for Quarterly and Annual Earnings Calls with Shareholders. 
	 	 	 
	 	14.	The
    CFO works with Analysts to get coverage for the Group. 
	 	 	 
	 	15.	The
    CFO works alongside the Chief Executive Officer to address any major unforeseen events or issues that may the Group Operations may
    encounter from time to time. 
	 	 	 
	 	16.	The
    CFO takes full responsibility for the accounting requirements of subsidiary, Coda Octopus Colmek including the day-to-day activities.


 




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