8% CONVERTIBLE DEBENTURE DUE MARCH 9, 2023UAS Drone Corp. • March 10th, 2020 • Aircraft • New York
THIS 8% CONVERTIBLE DEBENTURE (“New Debenture” or “Debenture”) of UAS Drone Corp., a Nevada corporation (the “Company”), having its principal place of business at 420 Royal Palm Way, #100, Palm Beach, Florida 33480, is issued pursuant that certain Exchange Agreement dated as of March 9, 2020 (the “Exchange Agreement”), by and between the Company and GreenBlock Capital, LLC, a Florida limited liability company (the “Holder”).
SHARE EXCHANGE AGREEMENT by and among UAS DRONE CORP., DUKE ROBOTICS, INC. and THE SHAREHOLDERS OF DUKE ROBOTICS, INC. WHO EXECUTE AND DELIVER THIS SHARE EXCHANGE AGREEMENT dated as of March 4, 2020Share Exchange Agreement • March 10th, 2020 • UAS Drone Corp. • Aircraft • Nevada
This SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of March 4, 2020, is by and among UAS Drone Corp., a Nevada corporation (“UAS”), Duke Robotics, Inc., a Delaware corporation (“Duke”), and the several shareholders of Duke identified on Annex A hereto who are anticipated to execute and deliver this Agreement (those shareholders that identify as U.S. shareholders, the “U.S. Shareholders”, those shareholders that identify as non-U.S. shareholders, the “Non-U.S. Shareholders” and collectively the “Shareholders” or individually as the “Shareholder,” “it,” “its,” “itself” or words of similar import that refer to a Shareholder). Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively, as the “Parties.” Capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed to them in Annex B hereto.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 10th, 2020 • UAS Drone Corp. • Aircraft
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 9, 2020, amongst UAS Drone Corp., an OTC public corporation having its registered office at 420 Royal Palm Way, Palm Beach FL 33480, USA (the “Company”) and the Investors identified in Schedule A (each, an “Investor” and collectively, the “Investors”).
SECURITIES EXCHANGE AGREEMENTSecurities Exchange Agreement • March 10th, 2020 • UAS Drone Corp. • Aircraft
THIS SECURITIES EXCHANGE AGREEMENT (this “Agreement”) is entered into and effective as of March 9, 2020 (the “Effective Date,” subject to Section 4(i) below) by and between UAS Drone Corp., a Nevada corporation (the “Company”) and [___________] (the “Investor”). Each of the Company and the Investor may be referred to individually as a “Party” and collectively as the “Parties”;
Convertible Loan AgreementConvertible Loan Agreement • March 10th, 2020 • UAS Drone Corp. • Aircraft
This Convertible Loan Agreement (the “Agreement”) is made and entered into as of March 9, 2020 (the “Effective Date”), by and among UAS Drone Corp., an OTC corporation having its registered office at 420 Royal Palm Way, Palm Beach FL 33480, USA (the “Company”) and [________] (the “Lender”).
SECURITIES EXCHANGE AGREEMENTSecurities Exchange Agreement • March 10th, 2020 • UAS Drone Corp. • Aircraft
This Securities Exchange Agreement (this “Agreement”), dated as of March 9, 2020, is made pursuant to that certain Securities Purchase Agreement, dated as of March 31, 2015, as amended (the “Purchase Agreement”), by and between UAS Drone Corp. (the “Company”) and Alpha Capital Anstalt, a Liechtenstein company (the “Purchaser”), for the purchase of the Company’s Original Issue Discount Convertible Debentures in the respective amounts of $300,000 (issued on April 1, 2015, and due April 1, 2017), $100,010 (issued on April 1, 2016, and due April 1, 2017), and $50,005 (issued on January 27, 2017, and due August 1, 2018) (collectively, the “Debentures”). Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given such terms in the Purchase Agreement.
EXCHANGE AGREEMENTExchange Agreement • March 10th, 2020 • UAS Drone Corp. • Aircraft
THIS EXCHANGE AGREEMENT (this “Agreement”) is entered into and effective as of March 9, 2020 (the “Effective Date,” subject to Section 5(i) below) by and between UAS Drone Corp., a Nevada corporation (the “Company”), and GREENBLOCK CAPITAL, LLC, a Florida limited liability company (hereinafter, “GBC”). Each of the Company and GBC may be referred to individually as a “Party” and collectively as the “Parties.”
