Exhibit
10.4


 


EMPLOYMENT
AGREEMENT


 


This
EMPLOYMENT AGREEMENT (this “Agreement”) is
entered into
as of
the __ day
of March, 2021 (the “Effective Date”), by
and between Orbsat Corp., a Nevada
corporation (the “Company”), and Thomas
Seifert (the “Executive”). The Company and the Executive are sometimes referred to herein individually as a “Party”
and collectively as the “Parties.”


 


WITNESSTH:


 


WHEREAS,
the Company desires to employ the Executive on the terms and conditions set forth herein;
and


 


WHEREAS,
the Executive desires to be employed by the Company on such terms and conditions.


 


 Agreement:




 


1.
Term: The term of this Agreement shall start on the Effective Date and end
on the one (1) year anniversary of the Effective Date, which will be automatically extended for additional one (1) year terms
thereafter unless terminated by the Company or the Executive by written notice to the other Party not later than ninety (90) days
prior to the end of the initial term or any extension term, as applicable, subject in all events to early termination pursuant
to Section 5 (as so extended or terminated, the “Term”). Notwithstanding any
other provisions this Agreement, the Company shall
have an obligation to make any payments to Executive
for Base Salary and Bonuses, as defined below and as required by this
Agreement.


 


2.
Services and Exclusivity
of Services: So long as
this Agreement shall continue in effect, Executive shall devote substantially all of his business time and attention to the performance
of the Executive’s duties hereunder as assigned by the CEO and the Board of Directors of the Company (the “Board”),
to the extent consistent with Section 3, provided that the Company acknowledges that Executive maintains a consulting business
which does not conflict or interfere with the services, duties and responsibilities of Executive hereunder, and, as such, the
Company does not object to Executive’s continued operation of his consulting business during the Term. Executive shall use
Executive’s commercially reasonable efforts and abilities to promote the Company’s
interests and shall perform the services contemplated by
this Agreement in
accordance with the policies established by and under
the direction of the CEO and the Board, to the extent consistent with Section 3.
Executive agrees to faithfully and diligently promote the business affairs and interests of the Company and
its subsidiaries.


 


3.
Duties and Responsibilities:
Executive shall serve as the Chief Financial Officer of the Company,
with such duties, responsibilities and authority commensurate
and consistent with such positions, as may be, from time to time, assigned
to him by the CEO
and the Board. The
Executive shall report directly to the CEO. Executive shall render his services from
Parker, Colorado, and will not be required to relocate his
residence from Parker, Colorado at any time
during the Term hereof. Executive agrees to travel as and to the extent reasonably
requested by the Board in connection with
the performance of his services hereunder.


 


Notwithstanding
the foregoing, the expenditure of reasonable amounts of time by
the Executive for the making of passive
personal investments, the conduct of private business affairs (including other future directorships other than serving on the
Board of Directors of a competing business) and charitable and professional
activities shall be allowed, provided
such activities do not materially interfere with the services required to be rendered
by the Executive to the Company hereunder and do not violate the confidentiality
provisions set forth in Section 7 or the non-competition and non-solicitation
provisions set forth in Section 8 below. The Company understands and acknowledges,
consistent with the foregoing, that Executive
currently has other personal passive investment interests in addition to his position
hereunder as Chief Financial Officer of the Company.


 




    	 



     


    

 


4.
Compensation:


 


(a)
Base Compensation:
The Executive’s annual base salary shall be $150,000 per year, (the “Base Salary”), subject to (i) customary
periodic review, modification and increase by the Board, (ii) periodic review, modification and increase by the Board in connection
with material Company events, including, but not limited to, the Company’s successful listing of the Company’s capital
stock on a national securities exchange such as the Nasdaq Capital Markets or the NYSE (the “listing”), as may be
delegated by the Board to the Compensation Committee (as defined below) (references herein to the Compensation Committee shall
include reference to the Board if no such Committee exists at any time), which such Base Salary shall be paid by the Company to
the Executive in accordance with the Company’s customary payroll practices, subject to customary withholding as required
by applicable law.


 


(b)
Bonuses: Executive shall be entitled to
(A) receive an annual cash bonus in an amount equal to up to 150% of the Base Salary if the Company meets or exceeds criteria
adopted by the Compensation Committee of the Board (the “Compensation Committee”); (B) receive any additional bonuses
as determined by the Board; and (C) participate in any other executive compensation plans adopted by the Board.


 


(c)
Additional Benefits: The Company agrees to
provide the following “Additional Benefits”
to Executive:


 


	 	(i)	Medical
    plan coverage for Executive,
    his spouse and dependents during the
    Term, if any, at the expense of the Company,
    with such coverage or comparable coverage to continue
    following termination of employment hereunder, other than for Cause (as defined below) or without Good Reason (as defined
    below), as each term is defined in this Agreement in Section 5(d) for the remainder of the Term; provided that during the
    interim period prior to and until the Company’s obtaining medical plan coverage for its employees, Executive shall receive
    $1,000 per month in lieu of medical plan coverage, which such monthly payment shall cease to be paid upon the Company obtaining
    a medical coverage plan for its employees;
	 	 	 
	 	(ii)	All
    rights and benefits for which
    Executive is otherwise eligible under any pension plan profit-sharing
    plan, dental, disability, or insurance plan or policy or other plan or benefit that the Company or its affiliates may
    provide (provided Executive is eligible
    under applicable law) for employees of the Company generally, as from time to
    time in effect, during the term of this Agreement;
	 	 	 
	 	(iii)	 An
    automobile allowance for Executive in the amount of $750 per month; and
	 	 	 
	 	(iv)	 Executive
    shall be eligible
    for four (4) weeks annual paid vacation during each year of the Term.
    Any vacation days not taken in a one (1) year period during the Term shall accrue
    and shall carry over
    to the subsequent year, provided
    that Executive may take up to a maximum of six (6) weeks’ annual paid vacation in a one (1) year period during the Term.


 


(d)
Equity Awards. During the Term, the Executive shall be entitled to receive, subject to approval by the Board, equity incentive
grants, such as common stock or stock options of the Company: (i) commensurate with the Executive’s position and performance,
and (ii) reflective of the executive compensation plans that the Company has in place at such time.


 




    	 



     


    




 


5.
Termination: This Agreement
and all obligations hereunder
except the obligations contained in sections 4, 7, 8, and 9 (Additional
Benefits, Confidential Information and Noncompetition and Non-Solicitation) which shall survive
any termination hereunder shall terminate
upon the earliest to occur of any of
the following:


 


(a)
Expiration of Term: The expiration of the Term provided for in
Section 1 herein.


 


(b)
Death or
Disability of Executive:
The “Total Disability” of Executive for the purposes
of this Agreement shall be defined as, the Executive
has failed to perform his regular and
customary duties to the Company for a period of 180 days out of any
360-day period as determined by a medical expert appointed by the Company’s
disability insurance carrier, who will examine the Executive. The Executive hereby consents to such examination and consultation
regarding his health and ability to perform as aforesaid. If Executive shall become subject to a Total Disability, Executive’s
employment may be terminated by written notice from the Company to Executive.


 


(c)
For
Cause or Without Good Reason:
The Company may
terminate Executive’s employment and all of Executive’s rights to receive
the Base Salary and
Bonuses hereunder for Cause upon the resignation of Executive without Good
Reason. For purposes of this Agreement,
the term “Cause” shall be limited
to the willful commission of a felony or
other act of moral turpitude, which
directly and demonstrably causes material, tangible harm to the Company. “Good
Reason” shall be defined as the (i) demotion of Executive from the position
of Chief Financial Officer; (ii) A material diminution by the Company in the Employee’s authority, duties, or responsibilities
from those specified in Section 3, (iii) the Executive ceasing to communicate or report to the Board, (iv) without the consent
of Executive, any attempt to decrease Executive’s Base Salary or Bonuses; (v) any breach of
this Agreement by the
Company; and (vi) a change by the Company of the principal location at which the Executive is required to perform his duties
for Company to a new location that is outside of Parker, Colorado, without the Executive’s
consent


 


Notwithstanding
the foregoing, Executive should not be terminated
for Cause pursuant to this section
5(c) unless and until executive has received notice of
a proposed termination for Cause an
Executive has had an opportunity to be
heard before at least the majority of the members
of the Board. Executive shall be deemed
to have had such opportunity is given written or telephonic notice at least 72 hours in advance of the meeting. The initial
determination that Cause exists shall be made by the
Board.


 


(d)
Without Cause or With Good
Reason: Notwithstanding any
other provision of this Section 5, the Board
shall have the right to terminate Executive’s appointment with the Company
with or without Cause, and Executive shall have the right to
resign with or without Good Reason, at any
time. If the
Company terminates Executive without Cause or Executive resigns for Good Reason then
the Company shall: (A) within 10 days of
such termination or resignation make an immediate lump sum payment to Executive
in the amount of (i) two (2) times the
then-applicable Base Salary, subject
to withholding required by applicable law, and (ii) Base Salary and Bonuses for the
remainder of the Term (based on the assumption that the Company would achieve all performance targets for all Bonuses),
(B) provide the Additional Benefits provided for under
Section 4 for the remainder of the Term, (C) full
vesting of any stock options, restricted
stock or other equity or equity-related incentives, e.g. SARs, then held by the Executive, and (D) a cash “gross
up” payment equal to the aggregate amount of federal, state and local taxes resulting from the other payments made
to Executive under this Section 9(d), assuming an aggregate incremental tax rate of 39%.
The present value of the aggregate unpaid Base Salary and Bonuses shall be determined using the then applicable
federal rate under the Internal Revenue Code.


 




    	 



     


    

 


(e)
Change in
Control:
Termination of the Executive’s
appointment with the Company as a result
of, or in connection with, a Change in Control
shall be treated as a termination without
Cause, entitling the Executive to the
compensation and other benefits provided for in Section 5(d), provided, however in no event shall such compensation as
provided for in Section 5(d) be less than Executive’s total compensation during the year preceding the Change in Control.
“Change in Control” shall mean the occurrence of any
one or more of the following:
(i) in any transaction or series of related transactions, the accumulation (if over time, in
any consecutive twelve (12) month period), whether directly, indirectly, beneficially
or of record, by any individual,
entity or group (within the meaning of
Section 13(d)(3) or 14(d)(2)
of the Securities Exchange Act of 1934, as amended) of 50.1% or more of the
shares of the outstanding common stock of the Company,
whether by merger, consolidation,
sale, issuance or other transfer of shares of
common stock (other than a merger or consolidation
where the stockholders of the Company prior to the merger
or consolidation are the holders of a majority
of the voting securities of the entity that survives such merger or consolidation), (ii) a sale
of all or substantially all of the assets of the Company, or (iii) during
any period of twelve (12)
consecutive months, the individuals who, at the beginning of such period, constituted
the members of the Board, no
longer constitute the members of the Board at the end of such period.


 


6.
Business Expenses: The Executive shall be entitled to receive reimbursement
for all reasonable business expenses incurred by him in connection with his duties under this Agreement. The Company understands
that the Executive will maintain his primary residence elsewhere and any reasonable
related travel fees incurred on behalf of Executive for business purposes, relating but not limited to corporate housing,
business class hotel accommodations, business class airfare, and car rental will be reimbursed.


 


7.
Confidential Information:


 


(a)
The Executive recognizes, acknowledges and agrees that he has had and will continue to
have access to secret and confidential information
regarding the Company, its subsidiaries and their respective
businesses (“Confidential Information”), including but not limited
to, its products, methods, formulas, software code, patents, sources of supply,
customer dealings, data, know-how, trade
secrets and business plans, provided such information is not in or
does not hereafter become part of the public domain, or become
known to others through no fault of the Executive. The Executive acknowledges that such information is of great
value to the Company, is the sole property of the Company,
and has been and will be acquired by
his in confidence. In consideration
of the obligations undertaken by
the Company herein, the Executive will not, at any
time, during or after his employment hereunder, reveal, divulge or
make known to any person, any information acquired
by the Executive during the course
of his/her employment,
which is treated as confidential by
the Company, and not otherwise in the public domain.
The provisions of this Section 7 shall
survive the termination of the Executive’s employment hereunder
for a period of one (1) year.


 


(b)
The Executive 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 Company or its subsidiaries.


 


(c)
In the
event that the Executive’s employment with the Company
terminates for any reason, the Executive
shall deliver forthwith to the Company
any and all originals and copies, including those in electronic
or digital formats, of Confidential
Information; provided, however,
Executive 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 Company.


 




    	 



     


    

 


8.
Non-Competition
and Non-Solicitation:


 


(a)
The Executive agrees
and acknowledges
that the Confidential Information
that the Executive has already
received and will receive is valuable
to the Company and the Company and that
its protection and maintenance constitutes
a legitimate business interest of
the Company and
the Company, to be protected by
the non-competition restrictions set forth
herein. The Executive 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 Executive.
The Executive also
acknowledges that the Company’s and its subsidiaries’ businesses
are conducted worldwide,
and that the territory and 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, and to protect the
goodwill and other legitimate business interests
of the Company, its subsidiaries,
affiliates and/or its clients
or customers. The provisions
of this Section 8 shall
survive the termination of
the Executive’s employment hereunder for
the time periods specified below.


 


(b)
The Executive hereby
agrees and covenants
that during
the Term and the period thereafter provided below, he shall
not without the prior written
consent of the Company, 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 (A) as a holder of less
than five (5%) percent of the
outstanding securities of a company whose
shares are traded
on any national securities exchange
or (B) as a limited
partner or 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 Company;
provided, however, that
the Executive shall be precluded
from serving as an operating partner, general
partner, manager or governing board designee
with respect to such portfolio companies):


 


(i)
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 Company, as
defined in the next
sentence. For purposes hereof, the
term “Business” shall mean
the sales and service
of satellite voice and data equipment,
and satellite-enabled voice, data, tracking and IoT connectivity services;


 


(ii)
recruit, solicit or hire,
or attempt to recruit, solicit
or hire, any employee, or independent contractor
of the Company to leave the
employment (or independent
contractor relationship) thereof, whether or not any such
employee or independent contractor
is party to anemployment agreement,
for the purpose of competing
with the Business of
the Company;


 


(iii)
attempt in any manner to solicit
or accept from any customer
of the Company, with
whom Executive had significant contact
during Executive’s employment by
the Company (whether under this Agreement
or otherwise), business of the kind or
competitive with the Business
done by the Company 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
or might do with the Company,
or if any such customer
elects to move its business to
a person other than the
Company, provide any services of
the kind or competitive with the
Business of the Company
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 Company; or


 


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


 


With
respect to
the activities described in subparagraphs
(i), (ii), (iii) and (iv) above,
the restrictions of this
Section 8 shall continue during
the Term hereof
and, upon termination of the Executive’s
employment pursuant to Section 5 for
a period of one (1)
year thereafter.


 




    	 



     


    

 


9.
Indemnification:


 


(a)
Indemnification of
Executive.
To the fullest extent permitted by the Nevada
Revised Statutes, the Company shall indemnify,
hold harmless and advance expenses to the Executive, and shall reimburse the Executive
for, any loss, liability, claim, damage,
expense (including, but not limited to, costs of investigation and defense
and reasonable attorneys’ fees) arising from or in connection with the Executive’s
performance of his duties of employment under this Agreement. Such indemnification
shall exclude, however, those claims
for which it is
proven that: (i) the Executive’s
actions or failure to
act constituted a breach of
his or his fiduciary
duties as a director
or officer, and
(ii) the breach
of those duties involved
intentional misconduct, fraud or
a knowing violation of law (each
such claim an “Excluded Claim”).


 


(b)
Defense
of Claims.
In the
event that any action,
suit or proceeding is brought against the
Executive with respect to which the Company may
have liability under this Section 9,
the Company shall have the right, at its cost and expense, to defend
such action, suit or proceeding
in the name and on behalf of the Executive; provided, however, that the Executive
shall have the right to retain his or his own counsel, with fees and expenses
paid by the Company, if representation
of the Executive by counsel retained
by the Company would be inappropriate because
of actual or potential differing interests
between the Company and the Executive. In
connection with any action,
suit or proceeding subject to this Section 9, the Company and the Executive agree
to render to each other such assistance as may reasonably be required in order
to ensure proper and adequate defense
of such action, suit or proceeding.
The Company shall not, without the prior written
consent of the Executive, settle
or compromise any action,
suit or proceeding if such settlement or compromise does not
include an irrevocable and unconditional release of the Executive
for any liability arising out
of such action, suit or proceeding.


 


10.
Miscellaneous.


 


(a)
The Executive acknowledges
that the services
to be
rendered by his 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
Executive agrees that any breach
or threatened breach by him of Sections
7 or 8 of this Agreement shall
entitle the Company, 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 Executive 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 Company 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 Company may have at
law or in equity.


 


(b)
Neither the
Executive nor
the Company may assign
or delegate any of their rights
or duties under this Agreement
without the express written consent of
the other; provided, however that the Company
shall have the right
to delegate its obligation of
payment of all sums
due to the Executive hereunder, provided
that such delegation shall not
relieve the Company
of any of its obligations hereunder and the
Company shall have the right to assign this
Agreement in the event of
the consummation of a Change
in Control transaction (provided that
Executive does not exercise
his termination rights with respect thereto),
provided that the Company requires
any successor entity or person
to expressly assume, be bound
by, and agree to perform
the Company’s obligations under this Agreement and provides Executive with an
instrument executed by any
such successor entity or person
confirming the foregoing.


 




    	 



     


    

 


(c)
This Agreement constitutes
and embodies the
full and complete understanding
and agreement
of the parties
with respect
to the
Executive’s employment by the Company
(it being understood that any equity incentive arrangements shall be governed by the terms of the documents for such equity incentive
arrangements, provided that in the event of a conflict between this Agreement and the terms of the documents for such equity incentive
arrangements, this Agreement will control and govern)supersedes all prior
understandings and agreements, whether
oral or written, between the Executive
and the Company with respect thereto,
and shall not be
amended, modified or changed except
by an instrument in writing
executed by the
Party to be charged. The invalidity
or partial invalidity of
one or more provisions of this
Agreement shall not invalidate any other provision of this
Agreement. No waiver by
any Party of any provision or
condition to be performed
hereunder shall be deemed a waiver
of similar or dissimilar provisions
or conditions at the same time or any
prior or subsequent time, unless the
instrument of waiver
expressly provides otherwise.


 


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


 


(e)
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.


 


(f)
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, receipt
acknowledged, sent by registered
or certified mail, return receipt requested, postage prepaid,
or by private overnight mail service
(e.g., Federal Express),
receipt acknowledged, to the Party at
the addresses set forth below or
to such other address as any 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.


 


(g)
This Agreement shall be
governed by
and construed in accordance with the internal
laws of the State of Nevada 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 Nevada.
The parties hereto shall initially attempt to resolve all claims, disputes
or controversies arising under, out of or in connection with this Agreement by
conducting good faith negotiations amongst
themselves. If the parties hereto are unable
to resolve the matter following
good faith negotiations, the matter shall thereafter
be resolved by binding arbitration and
each Party hereto hereby waives any
right it may otherwise have to
the resolution of such matter by any
means other than binding arbitration pursuant to this Agreement.
Whenever a Party shall decide to institute arbitration proceedings,
it shall provide written notice to that effect to the
other parties hereto. The Party giving such notice shall, however, refrain from instituting
the arbitration proceedings for a period of sixty (60)
days following such notice. During this
period, the parties shall make good
faith efforts to amicably resolve the claim, dispute or controversy without
arbitration. Any arbitration hereunder shall
be conducted in the English language
under the commercial arbitration rules of the American Arbitration Association. Any such arbitration
shall be conducted in Miami, Florida by
a panel of three arbitrators: one arbitrator shall be appointed
by each of
the Executive and the Company;
and the third shall be appointed by the
American Arbitration Association. The panel of arbitrators shall have the authority to grant
specific performance. Judgment upon the award so rendered may be entered
in any court having jurisdiction
in the State of Nevada or application
may be made to such court for judicial acceptance
of any award and an order of enforcement, as the case may be.
In no event shall a demand
for arbitration be made after the date when institution of a legal
or equitable proceeding based on the claim, dispute or controversy in question would
be barred under this Agreement or by
the applicable statute of limitations. The prevailing Party in
any arbitration in accordance with this
Agreement shall be entitled to recover
from the other Party, in addition to any other remedies
specified in the award, all reasonable costs, attorneys’ fees and other expenses
incurred by such prevailing Party
to arbitrate the claim, dispute or controversy.


 




    	 



     


    

 


(h)
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.


 


(i)
The Company shall
maintain during the Term,
Directors’ and Officers’ Professional Liability Insurance providing coverage to the Executive in amounts customary
for public companies of the same size and scope of operations as the Company.


 


(j)
The Executive and the Company acknowledge that each of the payments and benefits promised to Executive under this Agreement must
either comply with the requirements of Section 409A of the Code (“Section 409A”), and the regulations thereunder or
qualify for an exception from compliance. To that end, the Executive and the Company agree that the severance payments described
herein are intended to be excepted from compliance with Section 409A as a short-term deferral pursuant to Treasury Regulation
Section 1.409A-1(b)(4). In the case of a payment that is not excepted from compliance with Section 409A, and that is not otherwise
designated to be paid immediately upon a permissible payment event within the meaning of Treasury Regulation Section 1.409A-3(a),
the payment shall not be made prior to, and shall, if necessary, be deferred to and paid on the later of the date sixty (60) days
after the Executive’s earliest separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)) and,
if the Executive is a specified employee (within the meaning of Treasury Regulation Section 1.409A-1(i)) of the Company on the
date of his separation from service, the first day of the seventh month following the Executive’s separation from service.
Furthermore, this Agreement shall be construed and administered in such manner as shall be necessary to effect compliance with
Section 409A. 


 


Notices:


 


If
to the Company:


 


Orbsat
Corp.


18851
NE 29th
Avenue, Suite
700


Aventura,
FL 33180


Attention:
Board of Directors


 


If
to
the
Executive:


 


Thomas
Seifert


22384
Quail Run Drive ORU


Parker, Colorado 80138


 


[Signature
Page
Follows]


 




    	 



     


    

 


IN
WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first above written.


 


Acknowledged
and accepted:


 


	COMPANY:	 	 	 
	 	 	 	 	 
	ORBSAT CORP.	 	Date:	____________
	 	 	 	 	 
	By:	           	 	 	 
	Name:	 	 	 	 
	Title:	 	 	 	 
	 	 	 	 	 
	EXECUTIVE:	 	 	 
	 	 	 	 	 
	THOMAS SEIFERT	 	 	 
	 	 	 	 	 
	 	 	 	 
	Thomas Seifert	 	Date:	____________