Exhibit
10.2


 


EMPLOYMENT
AGREEMENT


 


THIS
EMPLOYMENT AGREEMENT is made and entered into as of this 8th day of October 2021 (the “Effective Date”), by
and between ORBSAT CORP, a Nevada corporation with offices at 18851 N.E. 29th Ave, Suite 700, Aventura, FL 33180 (the
“Corporation”), and ANDREW S. COHEN (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.
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 of Operations 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 Board of Directors
(the “Board”) 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 Board. Notwithstanding the
foregoing, the expenditure of reasonable amounts of time by the Employee for the making of passive personal investments, the conduct
of business affairs and charitable and professional activities shall be allowed, provided such activities do not materially interfere
with the services required to be rendered to the Corporation hereunder and do not violate the restrictive covenants set forth in Section
9 below. 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.
Term of Employment. The term of the Employee’s employment hereunder, unless sooner terminated as provided herein (the “Initial
Term”), shall be for a period of three (3) years The term of this Agreement shall automatically be extended for additional
terms of one (1) year each (each a “Renewal Term”) unless either party gives prior written notice of non-renewal to
the other party no later than thirty (30) days prior to the expiration of the Initial Term (“Non-Renewal Notice”),
or the then current Renewal Term, as the case may be. For purposes of this Agreement, the Initial Term and any Renewal Term are hereinafter
collectively referred to as the “Term.”


 


4.
Compensation of Employee.


 


(a)
The Corporation shall pay the Employee as compensation for his services hereunder, in accordance with the Company’s payroll policy,
of bi-weekly installments during the Term, the sum of $250,000 (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, but such salary shall not be decreased
during the Term.


 


(b)
In addition to the Base Salary set forth in Section 4(a), the Employee shall be entitled to receive an annual cash bonus if the Corporation
meets or exceeds criteria adopted by the Compensation Committee of the Board of Directors (the “Compensation Committee”)
for earning bonuses which criteria shall be adopted by the Compensation Committee annually. Bonuses shall be paid by the Corporation
to the Employee promptly after determination that the relevant targets have been met, it being understood that the attainment of any
financial targets associated with any bonus shall not be determined until following the completion of the Corporation’s annual
audit and public announcement of such results and bonuses shall be paid promptly following the Corporation’s announcement of earnings.
Employee is entitled to receive any additional bonuses as determined by the Board and its Compensation Committee and to participate in
any other executive compensation plans adopted by the Board.


 




    	 



     


    

 


(c)
As a material inducement to enter into the employment agreement, Employee is to receive a restricted stock grant and options, issued
outside of a shareholder approved stock or option plan pursuant to the Nasdaq “inducement grant” exception (Nasdaq Listing
Rule 5635(c)(4)). Employee shall receive immediately vested options to purchase 25,000 shares of Common Stock at a per share price of
$5.35, and having a term of 5 years; and a restricted stock grant of 25,000 shares of Common Stock, 10,000 of which will be issued and
vest immediately, and the remaining 15,000 of which will be issued and vest at the rate of 5,000 shares at the end of each of the next
three annual anniversaries of his employment. In lieu of cash compensation,


 


(i)
All Options shall vest immediately upon a Change in Control (as defined in this Agreement).


 


(ii)
Employee shall be entitled to cashless exercise of his Options. Specifically, the exercise price shall be paid to the Corporation by
means of the Corporation withholding: (A) the number of Shares necessary to pay the exercise price of the Options; and (B) the number
of Shares Employee authorizes in writing for the Corporation to withhold for purposes of income taxes Employee may owe as a result of
exercising his Options. The Corporation shall pay to the U.S. Internal Revenue Service and Florida Division of Revenue the value of such
withheld shares in accordance with, and within the times required by, the Internal Revenue Code and applicable regulations.


 


(d)
Equity Awards. Employee shall be eligible for such grants of awards under stock option or other equity incentive plans of the
Corporation adopted by the Board and approved by the Corporation’s stockholders (or any successor or replacement plan adopted by
the Board and approved by the Corporation’s stockholders) (the “Plan”) as the Compensation Committee of the
Corporation may from time to time determine (the “Share Awards”). Share Awards shall be subject to the applicable
Plan terms and conditions, provided, however, that Share Awards shall be subject to any additional terms and conditions as are provided
herein or in any award certificate(s), which shall supersede any conflicting provisions governing Share Awards provided under the Plan.


 


(e)
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.


 


(f)
The Employee shall be entitled to participate in such pension, profit sharing, group insurance, hospitalization, and group health and
benefit plans and all other benefits and plans, including perquisites, if any, as the Corporation provides to its senior Employees (the
“Benefit Plans”).


 


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(e)(3) of the Internal Revenue Code of 1986, as amended);


 


(iii)
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 the Employee’s option, upon thirty (30) days prior written notice to the Corporation;


 


(v)
at the Employee’s option, in the event of an act by the Corporation, defined in Section 5(c), below, as constituting “Good
Reason” for termination by the Employee; and


 


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


 




    	 



     


    

 


(vii)
Nothing in this Section 5(b) 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 “Good Reason” shall mean that the Employee has resigned due to (i) a significant
diminution of duties inconsistent with Employee’s title, authority, duties and responsibilities, provided that Employee provides
written notice of such resignation within five (5) business days of notification of such significant diminution of duties. Employee acknowledges
that reassignment to an executive position in the Corporation or one of its subsidiaries does not meet the definition of a significant
diminution of duties; (ii) any reduction of or failure to pay Employee compensation provided for herein, except to the extent Employee
consents in writing prior to any reduction, deferral or waiver of compensation, which non-payment continues for a period of ten (10)
days following written notice to the Corporation by Employee of such non-payment; (iii) any relocation of the principal location of Employee’s
employment outside of the State of New York or in a manner which makes remote work environment unfeasible without the Employee’s
prior written consent; (iv) at any time following the consummation of any Change in Control Transaction (as defined below); (vi) any
material violation by the Corporation of its obligations under this Agreement that is not cured within thirty (30) days after receipt
of written notice thereof from the Employee. For purposes of this Agreement, the term “Change in Control Transaction”
means the sale of the Corporation or its predecessor to an un-affiliated person or entity or group of un-affiliated persons or entities
pursuant to which such party or parties acquire (i) shares of capital stock of the Corporation representing at least fifty percent (50%)
of outstanding capital stock or sufficient to elect a majority of the Board of the Corporation (whether by merger, consolidation, sale
or transfer of shares (other than a merger where the Corporation is the surviving corporation and the shareholders and directors of the
Corporation prior to the merger constitute a majority of the shareholders and directors, respectively, of the surviving corporation (or
its parent)) or (ii) all or substantially all of the Corporation’s assets determined on a consolidated basis.


 


(c)
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 twelve (12) months following
the Employee’s death or Total Disability of benefits under Benefit Plans extended from time to time by the Corporation to its senior
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, then the Employee shall be entitled
to the same severance benefits as if the Employee’s employment were terminated pursuant to Section 5(a)(v); 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)(vi) (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”), in addition to the accrued but unpaid compensation and vacation
pay through the end of the Term or any then applicable extension of the Term 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 shall
be entitled to the following severance benefits: (i) a cash payment, based on the current scale of Employee’s Base Salary, equal
to six months of Base Salary, to be paid in a single lump sum payment not later than sixty (60) days following such termination, less
withholding of all applicable taxes; (ii) continued provision for a period of twelve (12) months after the date of termination of the
benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and (iii) 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 the Employee’s termination of employment. In addition, any options or restricted stock shall be immediately vested upon termination
of Employee’s employment pursuant to Section 5(a)(v) or by the Corporation without “Cause”.


 


(d)
Upon termination of the Employee’s employment pursuant to Section 5(a)(iv) or (vi), in addition to the reimbursement of documented,
unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) accrued and
unpaid Base Salary through the date of termination, less withholding of applicable taxes and any other benefits accrued to him under
any Benefit Plans outstanding at such time; and (ii) continued provision, for a period of one (1) month after the date of the Employee’s
termination of employment, of benefits under Benefit Plans extended to the Employee at the time of termination. Employee shall have any
conversion rights available under the Corporation’s Benefit Plans and as otherwise provided by law, including the Comprehensive
Omnibus Budget Reconciliation Act.


 


(e)
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.


 


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.


 


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, customer dealings, data, know-how, trade
secrets and business plans, provided such information (i) is not in or does not hereafter become part of the public domain, or (ii) became
known to others through no fault of the Employee. 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, except his prior knowledge of Lighter Than Air
Systems Corp. which was acquired by the Corporation.


 


(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.


 


(d)
Post-Termination Assistance. Upon the Employee’s termination of employment with the Company, the Employee agrees to fully cooperate
in all matters relating to the winding up or pending work on behalf of the Company and the orderly transfer of work to other employees
of the Company following any termination of the Employees’ employment. The Employee further agrees that Employee will provide,
upon reasonable notice, such information and assistance to the Company as may reasonably be requested by the Company in connection with
any audit, governmental investigation, litigation, or other dispute in which the Company is or may become a party and as to which the
Employee has knowledge; provided, however, that (i) the Company 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.


 


(e)
No Mitigation or Set-Off. In no event shall the Employee be obligated to seek other employment or take any other action by way of mitigation
of the amounts payable to the Employee under any of the provisions of this Agreement and such amounts shall not be reduced, regardless
of whether the Employee obtains other employment. The Company’s obligation to make the payments provided for in this Agreement
and otherwise to perform its obligations hereunder shall not be affected by any circumstances, including, without limitation, any set-off,
counterclaim, recoupment, defense or other right which the Company may have against the Employee or others; provided, however, the Company
shall have the right to offset the amount of any funds loaned or advanced to the Employee and not repaid against any severance obligations
the Company may have to the Employee hereunder.


 


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 one (1) year 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.


 


(1)
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 mobile satellite products and services sector of the global communications industry.


 


(2)
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)
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 Paragraphs (1), (2), (3) and (4) above, the restrictions of this Section 9 shall continue during
the Employment Period and, upon termination of the Employee’s employment for a period of one (1) year thereafter.


 


10.
Intentionally Omitted.


 


11.
Section 409A.


 


The
provisions of this Agreement are intended to comply 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 paragraph 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.
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 Sections 8 or 9 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.
Neither the Employee nor the Corporation 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 Corporation shall have the right to delegate its obligation of payment of all
sums due to the Employee hereunder, provided that such delegation shall not relieve the Corporation of any of its obligations hereunder.


 


c.
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.
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 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.


 


d.
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.


 


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, 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.


 


g.
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.


 


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.





 


	CORPORATION:	 
	 	 	 
	ORBSAT CORP	 
	 	 	 
	/s/ Charles M. Fernandez	 
	 	 	 
	By:	Charles
M. Fernandez	 
	Title:	Chief
    Executive Officer	 
	 	 	 
	EMPLOYEE:	 
	 	 	 
	/s/ Andrew S. Cohen	 
	 	 	 
	By:	Andrew
S. Cohen