Agreement

Agreement

This Agreement (the “Agreement”) between Xxxxx X. Xxxxxxxx (“Xxxxxxxx”), W. Xxxxxxx Xxxxxxx (“Xxxxxxx”) and Xxxxxxx X. Xxxxxxx (“Xxxxxxx,” and together with Xxxxxxxx and Xxxxxxx, the “Employees”) and World Surveillance Group Inc. (the “Company”) is effective on November 13, 2012 (the "Effective Date"), and is entered into by and between Xxxxxxxx, the Company’s President and Chief Executive Officer, with an address of 0000 Xxxxxxxx Xxxxx, Xxxx Xxxxxxxx, XX 00000, Xxxxxxx, the Company’s Chief Financial Officer and Treasurer, with an address of 000 Xxxxxxxx Xxxxxxx Xxxx, Xxxxxxx, XX 00000, Xxxxxxx, the Company’s Vice President, General Counsel and Secretary, with an address of 0000 Xxxxxxxxxx Xxxxx, Xxxxxxx Xxxxxx, XX 00000, and the Company, a Delaware corporation with offices at Xxxxx Xxxx 000, Xxxxxxxx X0-000X, Xxxx 1400, Xxxxxxx Xxxxx Xxxxxx, XX 00000.

WHEREAS, pursuant to certain restricted stock agreements as set forth on Exhibit A (the “Restricted Stock Agreements”) and conversion agreements as set forth on Exhibit A (the “Conversion Agreements,” and together with the Restricted Stock Agreements, the “Agreements”) between the Employees and the Company, the Company issued to Xxxxxxxx 9,266,667 shares, to Xxxxxxx 1,750,000 shares and to Xxxxxxx 6,400,000 shares (collectively, the “Shares”) of its common stock, par value $0.00001 per share (the “Common Stock).

WHEREAS, the Employees and the Company now desire to rescind the issuance of the Shares as more particularly set forth below:

NOW, THEREFORE, in consideration of the mutual promises and consideration contained herein, the parties agreed as follows:

1.            The Employees and the Company have mutually agreed to rescind the issuance of their respective Shares whereby such Shares are hereby returned by the respective Employee to the Company for cancellation and return to treasury, and hereafter all right, title and interest of the Employee in their respective Shares is hereby terminated.

2.            The Agreements as set forth on Exhibit A as they relate to the Employees’ Shares are hereby terminated and of no further force or effect.         

3.            This Agreement embodies the entire agreement between the Employees and the Company with respect to the matters set forth herein.

4.            This Agreement shall be construed and governed by the laws of the State of Delaware.

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IN WITNESS WHEREOF, the Employees and the Company have executed and delivered this Agreement effective as of the Effective Date.

	World Surveillance Group Inc.
	By:	/s/ Xxxxxxx Xxxxxxxxxx
	Name: Xxxxxxx Xxxxxxxxxx
	Title: Chairman of Board of Directors
	/s/ Xxxxx X. Xxxxxxxx
	Xxxxx X. Xxxxxxxx
	/s/ W. Xxxxxxx Xxxxxxx
	W. Xxxxxxx Xxxxxxx
	/s/ Xxxxxxx X Xxxxxxx
	Xxxxxxx X. Xxxxxxx

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Exhibit A

Xxxxxxxx

Conversion Agreement – dated November 2, 2011 – 666,667 shares

Restricted Stock Agreement – dated September 28, 2011 – 600,000 shares

Restricted Stock Agreement – dated December 28, 2011 – 1,500,000 shares

Restricted Stock Agreement – dated December 28, 2011 – 5,000,000 shares

Restricted Stock Agreement – dated April 3, 2012 – 1,500,000 shares

Xxxxxxx

Restricted Stock Agreement – dated December 28, 2011 – 500,000 shares

Restricted Stock Agreement – dated December 28, 2011 – 750,000 shares

Restricted Stock Agreement – dated May 10, 2012 – 500,000 shares

Xxxxxxx

Conversion Agreement – dated November 2, 2011 – 400,000 shares

Restricted Stock Agreement – dated September 28, 2011 – 500,000 shares

Restricted Stock Agreement – dated December 28, 2011 – 1,500,000 shares

Restricted Stock Agreement – dated December 28, 2011 – 2,500,000 shares

Restricted Stock Agreement – dated April 3, 2012 – 1,500,000 shares

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