CONSULTING AGREEMENTConsulting Agreement • July 21st, 2015 • Drone Aviation Holding Corp. • Services-business services, nec • New York
CONSULTING AGREEMENT dated as of July 20, 2015 (the “Agreement”) by and between _________________________, an individual (the “Consultant”) and Drone Aviation Holding Corp., a Nevada corporation (the “Company”).
INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENTIntellectual Property Assignment Agreement • July 21st, 2015 • Drone Aviation Holding Corp. • Services-business services, nec
THIS INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT (the “Agreement”) is made as of July 20, 2015 by and between Adaptive Flight, Inc., a Georgia corporation (“Assignor”) and Drone AFS Corp., a Nevada corporation (“Assignee”). Except as otherwise defined herein, capitalized terms used herein shall have the meanings as set forth in that certain Asset Purchase Agreement dated as of July 20, 2015 (the “Asset Purchase Agreement”), by and among Assignor, Assignor’s shareholders, Assignee and Drone Aviation Holding Corp., a Nevada corporation (“Parent”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • July 21st, 2015 • Drone Aviation Holding Corp. • Services-business services, nec • New York
THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is made as of July 20, 2015 by and between Drone AFS Corp., a Nevada corporation (the “Buyer”), Drone Aviation Holding Corp., a Nevada corporation (“Parent”) and Adaptive Flight, Inc., a Georgia corporation (“AFI”), and the shareholders of Adaptive Flight, Inc. identified on the signature page hereto (together with AFI, the “Sellers”).
ESCROW AGREEMENTEscrow Agreement • July 21st, 2015 • Drone Aviation Holding Corp. • Services-business services, nec • New York
This Escrow Agreement, dated this 20th day of July, 2015 (this “Escrow Agreement”), is entered into by and among Drone AFS Corp., a Nevada corporation (the “Buyer”), Drone Aviation Holding Corp., a Nevada corporation (“Parent”), and Adaptive Flight, Inc., a Georgia corporation, and the contributors of Adaptive Flight, Inc. identified on the signature page hereto (collectively, the “Sellers”). (Buyer, Parent and Sellers are collectively referred to herein as the “Parties,” and individually, a “Party”), and Sichenzia Ross Friedman Ference LLP, as escrow agent (“Escrow Agent”). Capitalized terms not defined herein shall have the meanings assigned to them in the Asset Purchase Agreement (as defined herein).
BILL OF SALE, ASSIGNMENT AND ASSUMPTIONBill of Sale, Assignment and Assumption • July 21st, 2015 • Drone Aviation Holding Corp. • Services-business services, nec
KNOW ALL MEN BY THESE PRESENTS, that pursuant to that certain Asset Purchase Agreement dated as of July 20, 2015 (the “Asset Purchase Agreement”), Adaptive Flight, Inc., a Georgia corporation (“AFI”), and the shareholders of AFI identified in the Asset Purchase Agreement (together with AFI, the “Sellers”), for and in consideration of the agreements contained therein and other good and valuable consideration paid to it by Drone AFS Corp., a Nevada corporation (the “Buyer”), and Drone Aviation Holding Corp., a Nevada corporation (“Parent”), the receipt and sufficiency of which are hereby acknowledged, AFI has agreed to sell and assign to Buyer, its successors and assigns, all right, title and interest of AFI in and to the Assets (as such term is defined in the Asset Purchase Agreement and including those assets set forth on Appendix A hereto). Further, under the Asset Purchase Agreement, AFI has agreed to delegate and assign to Buyer, and Buyer has agreed to the Assumed Liabilities. Capi
LOCKUP AGREEMENTLockup Agreement • July 21st, 2015 • Drone Aviation Holding Corp. • Services-business services, nec • New York
Adaptive Flight, Inc., a Georgia corporation (“AFI”), and the shareholders of Adaptive Flight, Inc. identified in the Asset Purchase Agreement (collectively, the “Sellers”), have entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Drone Aviation Holding Corp., a Nevada corporation (the “Parent”) and Drone AFS Corp., a Nevada corporation (the “Buyer”), pursuant to which the Sellers have agreed to sell AFI’s assets to Buyer. The Purchase Price consists of a $200,000 cash payment and shares of the Parent’s common stock (“Common Stock”). The Common Stock issued as part of the purchase price are subject to this Lockup Agreement. Pursuant to its rights under the Asset Purchase Agreement, the Sellers designated the undersigned to be the beneficial owner of certain shares of the Common Stock identified in the signature block hereto (the “Subject Shares”). The undersigned understands that the Parent and the Buyer will proceed with the transactions contemplated by the
NON-EXCLUSIVE, PERPETUAL INTELLECTUAL PROPERTY AND PATENT LICENSE AGREEMENTIntellectual Property License Agreement • July 21st, 2015 • Drone Aviation Holding Corp. • Services-business services, nec • New York
This Agreement is effective this 20th day of JULY, 2015, by and between DRONE AVIATION HOLDING CORP., a Delaware corporation, with offices at 11653 Central Parkway, Suite 209, Jacksonville, FL 32224 and its subsidiaries ("DRONE") and ________________ ("_____________" and jointly with DRONE, the “Parties”).
