Exhibit
10.1


 


NEXTPLAT
CORP

STOCK OPTION AGREEMENT


 


This
STOCK OPTION AGREEMENT (the “Option Agreement”), is dated as of December 5, 2022 and effective as of the November
7, 2022 (the “Grant Date”), is between NextPlat Corp, a Nevada corporation (the “Company”),
and Robert Bedwell (the “Optionee”), the Chief Compliance Officer of the Company.


 


WHEREAS,
the Company desires to give the Optionee the opportunity to purchase 50,000 shares of common stock of the Company, par value $0.0001
per share (“Common Shares”).


 


NOW,
THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the parties
hereto, intending to be legally bound hereby, agree as follows:


 


1. Grant
of Option. The Company hereby grants to the Optionee the right and option (the “Option”) to purchase all or any
part of an aggregate of 50,000 Common Shares. The Option is in all respects limited and conditioned as hereinafter provided. This
Option is being issued outside of a shareholder approved stock or option plan pursuant to the Nasdaq “inducement grant” exception
(Nasdaq Listing Rule 5635(c)(4)) and is intended to be a Non-qualified Stock Option and not an Incentive Stock Option within the meaning
of Section 422 of the Internal Revenue Code.


 


2. Exercise
Price. The exercise price of the Common Shares covered by this Option shall be $1.74 per share.


 


3. Term.
Unless earlier terminated pursuant to any provision of this Option Agreement, this Option shall expire five years from the Grant Date
(the “Expiration Date”). This Option shall not be exercisable on or after the Expiration Date.


 


4. Vesting
and Exercise of Option. The Option shall vest as follows:


 


	Incremental
    Number of Common

    Shares
Vesting Under Option

	 	Vesting
    Date

	 	 
	25,000	 	Grant
    Date
	10,000	 	One
    year anniversary of Grant Date*
	15,000	 	Second
    year anniversary of Grant Date*


 


*
Option shall vest subject to that certain Employment Agreement, dated November 7, 2022, by and between the Company and the Optionee (the
“Employment Agreement”) remains in full force and effect as of that date.


 


The
Option shall remain exercisable until it is exercised or until it terminates and shall not be forfeited or cancelled other than as set
forth in the Employment Agreement.


 




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5. Method
of Exercising Option. Subject to the terms and conditions of this Option Agreement, the Option may be exercised by written notice
to the Company at its principal office. The form of such notice is attached hereto and shall state the election to exercise the Option
and the number of whole shares with respect to which it is being exercised; shall be signed by the person or persons so exercising the
Option; and shall be accompanied by payment of the full exercise price of such shares. Only full shares will be issued.


 


The
exercise price shall be paid to the Company:


 


(a) in
cash, or by certified check, bank draft, or postal or express money order;


 


(b) through
the delivery of Common Shares previously acquired by the Optionee;


 


(c) by
delivering a properly executed notice of exercise of the Option to the Company and a broker, with irrevocable instructions to the broker
promptly to deliver to the Company the amount necessary to pay the exercise price of the Option;


 


(d) in
Common Shares newly acquired by the Optionee upon exercise of the Option; or


 


(e) in
any combination of (a), (b), (c) or (d) above.


 


In
the event the exercise price is paid, in whole or in part, with Common Shares, the portion of the exercise price so paid shall be equal
to the $1.74 of the Common Shares surrendered on the date of exercise.


 


Upon
receipt of notice of exercise and payment, the Company shall deliver a book entry confirmation representing the Common Shares with respect
to which the Option is so exercised. The Optionee shall obtain the rights of a shareholder upon receipt of such confirmation.


 


Common
Shares purchased upon exercise of the Option shall be registered in the name of the person so exercising the Option (or, if the Option
is exercised by the Optionee and if the Optionee so requests in the notice exercising the Option, shall be registered in the name of
the Optionee and the Optionee’s spouse, jointly, with right of survivorship), and shall be delivered as provided above to, or upon
the written order of, the person exercising the Option. In the event the Option is exercised by any person after the death or disability
of the Optionee, the notice shall be accompanied by appropriate proof of the right of such person to exercise the Option. All Common
Shares that are purchased upon exercise of the Option as provided herein shall be fully paid and non-assessable.


 


Upon
exercise of the Option, Optionee shall be responsible for all employment and income taxes then or thereafter due (whether Federal, State
or local), and if the Optionee does not remit to the Company sufficient cash (or, with the consent of the Board, Common Shares) to satisfy
all applicable withholding requirements, the Company shall be entitled to satisfy any withholding requirements for any such tax by disposing
of Common Shares at exercise, withholding cash from Optionee’s salary or other compensation or such other means as the Board considers
appropriate to the fullest extent permitted by applicable law.


 




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6. Non-Transferability
of Option. This Option is not assignable or transferable, in whole or in part, by the Optionee other than by will or by the laws
of descent and distribution. During the lifetime of the Optionee, the Option shall be exercisable only by the Optionee or, in the event
of his or her disability, by his or her guardian or legal representative.


 


7. Disability.
If the Optionee becomes disabled prior to the Expiration Date, then this Option may be exercised by the Optionee or by the Optionee’s
legal representative.


 


8. Death.
If the Optionee dies prior to the Expiration Date, then this Option may be exercised by the Optionee’s estate, personal representative
or beneficiary who acquired the right to exercise this Option by bequest or inheritance or by reason of the Optionee’s death, to
the extent of the number of Common Shares with respect to which the Optionee could have exercised it on the date of his or her death,
at any time prior to the earlier of (i) the Expiration Date or (ii) one year after the date of the Optionee’s death. Any part of
the Option that was not exercisable immediately before the Optionee’s death shall terminate at that time.


 


9. Securities
Matters.


 


(a) If,
at any time, counsel to the Company shall determine that the listing, registration or qualification of the Common Shares subject to the
Option upon any securities exchange or under any state or federal law, or the consent or approval of any governmental or regulatory body,
or that the disclosure of non-public information or the satisfaction of any other condition is necessary as a condition of, or in connection
with, the issuance or purchase of Common Shares hereunder, such Option may not be exercised, in whole or in part, unless such listing,
registration, qualification, consent or approval, or satisfaction of such condition shall have been effected or obtained on conditions
acceptable to the Board of Directors. The Company shall be under no obligation to apply for or to obtain such listing, registration or
qualification, or to satisfy such condition. The Board shall inform the Optionee in writing of any decision to defer or prohibit the
exercise of an Option. During the period that the effectiveness of the exercise of an Option has been deferred or prohibited, the Optionee
may, by written notice, withdraw the Optionee’s decision to exercise and obtain a refund of any amount paid with respect thereto.


 


(b) The
Company may require: (i) the Optionee (or any other person exercising the Option in the case of the Optionee’s death or disability)
as a condition of exercising the Option, to give written assurances, in substance and form satisfactory to the Company, to the effect
that such person is acquiring the Common Shares subject to the Option for his or her own account for investment and not with any present
intention of selling or otherwise distributing the same, and to make such other representations or covenants; and (ii) that any certificates
for Common Shares delivered in connection with the exercise of the Option bear such legends, in each case as the Company deems necessary
or appropriate, in order to comply with federal and applicable state securities laws, to comply with covenants or representations made
by the Company in connection with any public offering of its Common Shares or otherwise. The Optionee specifically understands and agrees
that the Common Shares, if and when issued upon exercise of the Option, may be “restricted securities,” as that term is defined
in Rule 144 under the Securities Act of 1933 and, accordingly, the Optionee may be required to hold the shares indefinitely unless they
are registered under such Securities Act of 1933, as amended, or an exemption from such registration is available.


 


(c) The
Optionee shall have no rights as a shareholder with respect to any Common Shares covered by the Option (including, without limitation,
any rights to receive dividends or non-cash distributions with respect to such shares) until the date of issue of a stock certificate
to the Optionee for such Common Shares. No adjustment shall be made for dividends or other rights for which the record date is prior
to the date such stock certificate is issued.


 


10. Governing
Law. The laws of the State of Nevada (without reference to the principles of conflict of laws) shall govern the operation of, and
the rights of the Optionee and the Options granted herein.


 


[SIGNATURE
PAGE FOLLOWS]


 




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IN
WITNESS WHEREOF, the Company has caused this Stock Option Agreement to be duly executed by its duly authorized officer, and the Optionee
has hereunto set his hand and seal, all as of the date set forth above.


 


	NEXTPLAT CORP	 
	 	 	 
	By:	 /s/
    Charles M. Fernandez	 
	Name:	Charles
    M. Fernandez	 
	Title:	Executive
    Chairman & Chief Executive Officer	 


 


	ACCEPTED AND ACKNOWLEDGED	 
	 	 
	 /s/
    Robert Bedwell	 
	Robert Bedwell	 


 




    	 



    	 



    


 





NEXTPLAT
CORP





Notice
of Exercise of Stock Option


 


I
hereby exercise the stock option granted to me pursuant to the Stock Option Agreement dated as of December 5, 2022 and effective as of
November 7, 2022, by NextPlat Corp (the “Company”), with respect to the following number of shares of the Company’s
common stock (“Shares”), par value $0.0001 per Share, covered by said option:


 


Number
of Shares to be purchased:______________


 


Number
of Options to be exercised:______________


 


Number
Options used for cashless exercise: ______________


 


Purchase
price per Share: $


 


Total
purchase price: Cashless Exercise, (see D, below).


 


		A.	Enclosed
                                            is cash or my certified check, bank draft, or postal or express money order in the amount
                                            of $_______ in full/partial [circle one] payment for such Shares;
	 	 	 
	 		and/or	



 


		B.	Enclosed
                                            is/are Share(s) with a total Fair Market Value of $_______ in full/partial [circle
                                            one] payment for such Shares;
	 	 	 
	 	 	and/or	 



 








		C.	I
                                            have provided notice to [insert name of broker], a broker, who will render full/partial [circle
                                            one] payment for such Shares. [Optionee should attach to the notice of exercise provided
                                            to such broker a copy of this Notice of Exercise and irrevocable instructions to pay to the
                                            Company the full exercise price.]
	 	 	 
	 	 	and/or	 



 





		D.	I
                                            elect to satisfy the payment for Shares purchased hereunder by having the Company withhold
                                            ____________ newly acquired Shares pursuant to the exercise of the Option and/or [circle
                                            one] I elect to satisfy related federal and/or [circle one] state tax obligations by having
                                            the Company withhold ____________ newly acquired Shares pursuant to the exercise of the Option.



 


Please
have the certificate or certificates representing the purchased Shares registered in the following name or names*: 


 


and
sent to:_____________________


 


DATED:


 


__________________


 


Optionee’s
Signature


 


*Certificates
may be registered in the name of the Optionee alone or in the joint names (with right of survivorship) of the Optionee and his or her
spouse.