ORBSAT CORP : Change in Directors or Principal Officers, Regulation FD Disclosure,

[ad_1]

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 24, 2021, Douglas S. Ellenoff was appointed to the positions of Chief
Business Development Strategist of Orbsat Corp (the “Company”) and Vice Chairman
of the Board of Directors of the Company. These appointments were made on the
approval and recommendation of the Nominating Committee of the Board. Mr.
Ellenoff was not appointed to any committees of the Board.

In connection with Mr. Ellenoff’s appointment to the position of Chief Business
Development Strategist of the Company, Mr. Ellenoff and the Company entered into
a three-year Employment Agreement, dated August 24, 2021 (the “Ellenoff
Agreement”), that sets forth the terms of his employment, including with regard
to compensation. Under the Ellenoff Agreement, Mr. Mr. Ellenoff will be
nominated and renominated to serve on the Board during the term of the
agreement.

Under the terms of the Ellenoff Agreement, Mr. Ellenoff will receive, in lieu of
cash compensation: (i) a restricted stock award of 100,000 shares of Common
Stock of the Company, 40,000 of which will be issued within 5 business days of
the execution of the Ellenoff Agreement and vest immediately, and the remaining
60,000 of which will be issued and vest at the rate of 20,000 shares at the end
of each of the next three annual anniversaries of his employment, provided that
Mr. Ellenoff serves on the Board at any time during such year; and (ii) options
to purchase a total of 1,500,000 shares of the Corporation’s Common Stock,
300,000 of which will issued within 5 business days of the execution of the
Ellenoff Agreement and vest immediately, 150,000 of which will vest on each of
the next three annual anniversaries of the commencement of his employment, and
the remaining 750,000 of which will vest at the rate of 250,000 per year on each
of the first three anniversaries of the commencement of his employment if during
each such year Mr. Ellenoff introduces the Company to twelve (12) or more
potential Business Transactions (as defined in the Ellenoff Agreement and which
transactions need not be consummated); provided that the Company’s Chief
Executive Officer may, in his sole discretion, waive the vesting requirement in
any given year. Such options will have an exercise price of $5.35 per share and
will terminate 5 years after they vest. These equity awards to Mr. Ellenoff were
material to induce Mr. Ellenoff to enter into the Ellenoff Agreement and were
issued outside of a shareholder approved stock or option plan pursuant to the
Nasdaq “inducement grant” exception (Nasdaq Listing Rule 5635(c)(4)).

The Ellenoff Agreement also provides that the Company is required to pay or to
reimburse Mr. Ellenoff for all reasonable out-of-pocket expenses actually
incurred or paid by Mr. Ellenoff in the course of his employment, consistent
with the Company’s policy. Mr. Ellenoff will be entitled to participate in such
stock option or other equity incentive plans of the company and any pension,
profit sharing, group insurance, hospitalization, and group health and benefit
plans and all other benefits and plans, including perquisites, if any, as the
Company provides to its senior employees. The Ellenoff Agreement may be
terminated based on, among other things, the death or disability of Mr.
Ellenoff, for cause, for good reason, and as a result of the change of control
of the Company. The Ellenoff Agreement also contains certain provisions that are
customary for agreements of this nature, including, without limitation,
non-competition and non-solicitation covenants.

Mr. Ellenoff, 61, is the founder and a partner at Ellenoff Grossman & Schole
LLP, a law firm based in NYC with more than 120 professionals, and he is a
corporate and securities attorney with a focus in business transactions, mergers
and acquisitions and corporate financings. Mr. Ellenoff has represented
companies in connection with their initial public offerings, secondary public
offerings, PIPEs, crowdfunding, regulatory compliance, as well as strategic
initiatives and general corporate governance matters. Mr. Ellenoff has
established his firm as a leader in several alternative finance programs,
including SPACs, PIPEs, RDs and Crowdfunding. Along with other members of his
Firm, Mr. Ellenoff has been involved at various stages with over 300 SPACs and
numerous associated SPAC business combinations. Ellenoff Grossman & Schole LLP
was founded in 1992. Mr. Ellenoff is also a Managing Member at ESQVest LLP, a
venture capital firm that invests in early-stage legal technology companies,
since its founding in 2014. Mr Ellenoff’s broad experience in capital markets
and corporate governance matters brings significant expertise in these areas to
the Board.

There are no arrangements or understandings between Mr. Ellenoff and any other
persons pursuant to which he was selected as Vice Chairman of the Board and
Chief Business Development Strategist. There are no family relationships between
Mr. Ellenoff and any director or executive officer of the Company, and he has no
indirect material interest in any transaction required to be disclosed pursuant
to Item 404(a) of Regulation S-K.

On August 24, 2021, Paul R. Thomson was appointed to the position of Executive
Vice President of the Company. Mr. Thomson’s appointment as Executive Vice
President was effective on August 24, 2021, the date of that certain Employment
Agreement between Mr. Thomson and the Company (the “Thomson Agreement”). The
Thomson Agreement has an initial term of 3 years and will be automatically
extended for additional 1 year terms unless terminated by the Company or Mr.
Thomson by written notice.

Mr. Thomson’s annual base compensation is $250,000. The Company may increase
(but not decrease) his compensation during its term. In addition, Mr. Thomson
will be entitled to receive an annual cash bonus if the Company meets or exceeds
criteria adopted by the Compensation Committee of the Board. Mr. Thomson is also
entitled to participate in any other executive compensation plans adopted by the
Board and is eligible for such grants of awards under stock option or other
equity incentive plans as the Compensation Committee of the Company may from
time to time determine (the “Share Awards”). The Company is required to pay or
to reimburse Mr. Thomson for all reasonable out-of-pocket expenses actually
incurred or paid by Mr. Thomson in the course of his employment, consistent with
the Company’s policy. Mr. Thomson will 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 Company provides to its senior employees. The Thomson Agreement may be
terminated based on, among other things, the death or disability of Mr. Thomson,
for cause, for good reason, and as a result of the change of control of the
Company. The Thomson Agreement also contains certain provisions that are
customary for agreements of this nature, including, without limitation,
non-competition and non-solicitation covenants.

In connection with Mr. Thomson’s employment, and as a material inducement to
enter into the Thomson Agreements, Mr. Thomson received (i) 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 (ii) a restricted stock grant of 25,000 shares
of Common Stock, 10,000 of which vest immediately, and the remaining 15,000 of
which will vest at the rate of 5,000 shares at the end of each of the next three
annual anniversaries of his employment. These equity awards to Mr. Thomson were
issued outside of a shareholder approved stock or option plan pursuant to the
Nasdaq “inducement grant” exception (Nasdaq Listing Rule 5635(c)(4)).

Mr. Thomson, 65, has over 43 years of finance and enterprise risk management
experience, supporting corporate growth through operational restructuring and
business transactions. Mr. Thomson spent twelve years in public accounting with
Price Waterhouse in the UK, Venezuela and the United States before taking senior
finance and risk management roles in the broadcast, multi-level marketing,
commercial real estate and financial advisory industries. Most recently, Mr.
Thomson served as Chief Compliance Officer of Fairholme Capital Management,
L.L.C. and…

[ad_2]

Read More:ORBSAT CORP : Change in Directors or Principal Officers, Regulation FD Disclosure,