Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 10, 2014

WORLD SURVEILLANCE GROUP INC.

(Exact name of registrant as specified in its charter)

Delaware	001-32509	88-0292161
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

State Road 405, Building M6-306A, Room 1400, Kennedy Space Center, FL 32815

(Address of principal executive offices and Zip Code)

Registrant's telephone number, including area code (321) 452-3545

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

On December 10, 2014, World Surveillance Group Inc. (the “Company”) entered into an Asset Purchase Agreement (the “APA”) with Great West Resources, Inc. (“Parent”), Orbital Satcom Corp., a wholly owned subsidiary of Parent (the “Purchaser”), and Global Telesat Corp., a wholly owned subsidiary of the Company (“GTC”). Pursuant to the APA, GTC sold to Purchaser certain of its contracts with Globalstar, Inc. and Globalstar LLC (the “Globalstar Contracts”) as well as certain customers but only as to their business that is directly and exclusively related to the Globalstar Contracts in return for a cash purchase price of $250,000. GTC specifically retained all assets and its business other than the Globalstar Contracts, including the appliqués acquired under the Globalstar Contracts, its e-commerce mobile satellite solutions portal through which it resells satellite telecommunications equipment and services offered by other leading satellite network providers such as Inmarsat, Iridium, Globalstar and Thuraya, its Amazon and E-Bay online stores, and its subscription based online tracking portal called GTCTrack, designed to attract new satellite and GSM tracking customers by offering an easy-to-use interface and compatibility with a wide range of devices. The Company intends to use the funds received to focus on the continued growth of GTC’s business following this deal and for other general working capital purposes.

On December 10, 2014, the Company entered into a Non-Exclusive License Agreement with GTC, Parent and Purchaser whereby GTC granted to Purchaser a fully-paid, irrevocable and non-exclusive license to use its appliqués for a ten (10) year period in return for a license fee equal to $2,000,000 of common stock of Parent, with the shares being valued on the basis of the closing price of Parent’s stock on the day immediately preceding closing, or 2,222,222 shares of Parent’s common stock. GTC has granted Purchaser (i) a right of first refusal to purchase some or all of the appliqués at their depreciated book value as set forth in the Company’s most recent filing with the Securities and Exchange Commission (the “Depreciated Book Value Price”) upon a bankruptcy event, and (ii) a right to receive notice if GTC receives a third party offer to purchase any of the appliqués and the right to make a competing offer which may not be below the Depreciated Book Value Price. GTC, Parent and Purchaser also agreed to enter into a value added reseller agreement for a ten (10) year period whereby GTC shall receive a discount of 25% off the standard pricing given to any of Purchaser’s or Parent’s VARs or distributors on messaging air-time.

On December 10, 2014, the Company and GTC entered into a Separation Agreement with David Phipps whereby he resigned his employment and all positions as an officer or director with GTC but agreed to provide, among other things, various transitional services to the Company to assist in the running of the business of GTC on initially a full-time basis, but then on a part-time as needed basis, in return for a transitional services payment of $25,000. In the Separation Agreement, Mr. Phipps agreed to waive his rights to all amounts owed to him by GTC or the Company other than fifty percent of any employment compensation owed at the time of the deal, and in return for that and a full release of the Company and GTC, GTC and the Company released Mr. Phipps from various obligations, including his non-competition obligations, pursuant to his employment agreement and a Stock Purchase Agreement dated May 25, 2011.

On December 10, 2014, the Company and GTC entered into a Consulting Agreement with Trident Aerial Recon LLC to assist the Company with the operation of the business of GTC for a consulting fee of $5,000 per month.

On December 10, 2014, the Company entered into certain Stock Purchase Agreements (the “Stock Agreements”) with various purchasers for the sale of an aggregate of 7,000,000 shares of Series D Convertible Preferred Stock, par value $0.0001 per share, of Drone Aviation Holding Corp. (the “Preferred Stock”) held by the Company for an aggregate purchase price of $475,000. The Company intends to use the funds received to continue the development of the Argus One airship and for other general working capital purposes.

On December 10, 2014, the Company entered into a Share Cancellation and Assignment Agreement (the “Share Cancellation Agreement”) with Denville and Dover Fund LLC (“Denville”). Pursuant to the Share Cancellation Agreement, Denville (i) returned 31,428,571 shares of the Company’s common stock for cancellation, (ii) terminated its right of first refusal on future financings, its registration rights, certain anti-dilution rights, and various other rights pursuant to a Stock Purchase Agreement dated May 5, 2014 between the parties, and (iii) terminated a Consulting Agreement between the parties dated May 5, 2014. In return for the rights given up by Denville in the Share Cancellation Agreement, the Company agreed to transfer 3,000,000 shares of Preferred Stock of Drone Aviation Holding Corp. held by the Company to Denville.

No underwriting discount or commissions were paid in connection with the agreements described above or the transactions thereunder.

The foregoing information is a summary of each of the agreements involved in the transactions described above, is not complete, and is qualified in its entirety by reference to the full text of those agreements, each of which is attached as an exhibit to this Current Report on Form 8-K. Readers should review those agreements for a complete understanding of the terms and conditions associated with these transactions.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

Exhibit Number	Description

10.1	Asset Purchase Agreement, dated December 10, 2014

10.2	Non-Exclusive License Agreement, dated December 10, 2014
10.3 10.4	Separation Agreement, dated December 10, 2014 Consulting Agreement, dated December 10, 2014
10.5	Share Cancellation and Assignment Agreement, dated December 10, 2014

10.6	Form of Stock Purchase Agreement, dated December 10, 2014

* Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule will be furnished supplementally to the Securities and Exchange Commission upon request; provided, however that the Company may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any schedule or exhibit so furnished.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	World Surveillance Group Inc.
	(Registrant)

Date: December 16, 2014	/s/ Glenn D. Estrella
	By: Glenn D. Estrella
	Title: President and Chief Executive Officer

Exhibit 10.1

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of December 10, 2014, is made by and among Great West Resources, Inc. (“Parent”), Orbital Satcom Corp., a Nevada Corporation (“Buyer”) and wholly-owned subsidiary of Parent, World Surveillance Group Inc., a Delaware corporation (“World”), and Global Telesat Corp., a Virginia corporation (“Seller”) and wholly-owned subsidiary of World.

WHEREAS, Seller has entered into certain agreements and contracts with Globalstar, Inc. and Globalstar LLC (collectively, “Globalstar”) set forth on Schedule I hereto (each, a “Globalstar Contract” and collectively, the “Globalstar Contracts”); and

WHEREAS, the Seller is entitled to, among other things, the use of Globalstar’s Simplex Data Service (as defined herein) pursuant to the terms and conditions set forth in the Globalstar Contracts.

NOW, THEREFORE, in consideration of the mutual covenants herein contained and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I.

DEFINITIONS

SECTION 1.1. Definitions.

As used in this Agreement, the following terms have the meanings set forth below:

“Affiliate” of any Person or entity means any other Person or entity directly or indirectly controlling, controlled by or under direct or indirect common control with such Person or entity. For purposes of this definition, “control” means the power to direct the management and policies of such Person or firm, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.

“Anti-Corruption Laws” means all Governmental Rules applicable to Seller or World from time to time concerning or relating to bribery or corruption, including the Foreign Corrupt Practices Act.

“Applique” means a gateway receiver with associated hardware and software based on a software defined radio receiver standard, which receives and decodes remote sensing data received via satellite from field transmitters and transmits these RF signal messages and SENS message packets through the internet.

“Business Day” means any day other than a Saturday, Sunday or other day on which banks in the U.S. are permitted or required to close by law or regulation.

“Buyer Officer’s Certificate” means a certificate, dated as of the Closing Date, duly executed by an authorized officer of Buyer, reasonably satisfactory in form to Seller and World.

“Closing” and “Closing Date” have the meaning set forth in Section 4.1.

“Confidential Information” consists of all information, knowledge or data related solely to the Purchased Assets or the Globalstar Contracts not in the public domain or otherwise publicly available which are treated as confidential by Seller as of the date hereof, provided, that Confidential Information shall not include information that: (i) enters the public domain or is or becomes publicly available, so long as neither the disclosing party nor any of its Affiliates, directly or indirectly, improperly causes such information to enter the public domain, (ii) becomes known to the disclosing party or any of its Affiliates on a non-confidential basis from a source that is not prohibited from disclosing such information to the disclosing party or such Affiliate by a contractual or other legal duty, (iii) is developed independently by the disclosing party or any Affiliate of the disclosing party without violation of this Agreement.

“Encumbrance” means, with respect to any asset, any imperfection of title, mortgage, charge, lien, security interest, easement, right of way, pledge or encumbrance of any nature whatsoever.

“Globalstar Consents” means the written consent of Globalstar to (i) the transactions contemplated hereby, including the assignment of its rights, obligations and benefits under the Globalstar Contracts, and (ii) to the transactions contemplated by the License Agreement.

“Globalstar System” refers to the low earth orbit satellite constellation and related earth-based centers owned and operated by Globalstar.

“Governmental Entity” means any court, administrative agency or commission or other governmental authority, body or instrumentality, whether U.S. or non-U.S.

“Governmental Rule” means any law, judgment, order, decree, statute, ordinance, rule or regulation enacted, issued or promulgated by any Governmental Entity.

“Knowledge” of Seller, World, Parent or Buyer, as the case may be, means all such facts, circumstances or other information, of which such Person is actually aware or in the exercise of commercially reasonable care and diligence, would reasonably have been discovered.

“Liabilities” means any and all debts, liabilities and obligations, whether accrued or fixed, absolute or contingent, matured or unmatured, or known or unknown, including those arising under any Governmental Rule or action and those arising under any Contract, arrangement, commitment or undertaking, or otherwise.

“License Agreement” means that certain License Agreement by and among the Parent, Buyer, World and Seller, dated as of the date hereof and executed in connection herewith.

“OFAC” means The Office of Foreign Assets Control of the United States Department of the Treasury.

“Parent’s Officer’s Certificate” means a certificate, dated as of the Closing Date, duly executed by an authorized officer of Parent, reasonably satisfactory in form to Seller and World.

“Permitted Encumbrances” means any minor imperfections of title or similar Encumbrance that do not, and would not reasonably be expected to, individually or in the aggregate, materially impair the value or materially interfere with the use of, the Purchased Assets (as such term is defined in Section 2.1).

“Person” means any individual, corporation, partnership, limited liability company, joint venture, trust, business association, organization, Governmental Entity or other entity.

“Sanctioned Entity” means (a) a country or government of a country; (b) an agency of the government of a country; (c) an organization directly or indirectly controlled by a country or its government; or (d) a Person resident in or determined to be a resident in a country, in each case, that is subject to a country sanctions program administered and enforced by OFAC.

“Sanctioned Person” means a person named on the list of Specially Designated Nationals maintained by OFAC.

“Seller Officer’s Certificate” means a certificate, dated as of the Closing Date, duly executed by an authorized officer of Seller, reasonably satisfactory in form to Buyer.

“Simplex Data Service” means the one-way transmission of low rate data from modem devices utilizing corresponding Applique equipment authorized for use on the Globalstar System.

“Tax(es)” means all federal, state, local and foreign taxes, customs, duties, governmental fees and assessments, including all interest, penalties and additions with respect thereto.

“Tax Return” means any report, return, election, notice, estimate, declaration, information statement and other forms and documents (including all schedules, exhibits and other attachments thereto) relating to and filed or required to be filed with a taxing authority in connection with any Taxes (including estimated Taxes).

“World Officer’s Certificate” means a certificate, dated as of the Closing Date, duly executed by an authorized officer of World, reasonably satisfactory in form to Buyer.

ARTICLE II.

SALE AND PURCHASE OF PURCHASED ASSETS

SECTION 2.1. Purchase and Sale.

Upon the terms and subject to the conditions of this Agreement, as of the date first set forth above or such later date as all of the conditions to closing will have been satisfied by the parties (the “Closing Date”), in consideration for the Purchase Price (as defined in Section 3.1) Seller will sell, assign, transfer, convey and deliver to Buyer, and Buyer will purchase, acquire and accept, the assets listed on Schedule 2.1 hereto (collectively, the “Purchased Assets”).

SECTION 2.2 Excluded Assets.

Notwithstanding the foregoing, the Purchased Assets shall not include the following assets (collectively, the “Excluded Assets”):

(a) any assets of Seller not specifically listed as a Purchased Asset; and

(b) the assets listed on Schedule 2.2 hereto.

SECTION 2.3 Assumption of Liabilities and Obligations.

Buyer will assume all Liabilities of Seller under the Globalstar Contracts, all Liabilities related to contracts, purchase orders or other agreements with customers who are serviced pursuant to the Globalstar Contracts as listed on Schedule 2.1, and all Liabilities related to the Globalstar Cody Simplex activation system (the “Assumed Liabilities”), except for Excluded Liabilities.

SECTION 2.4. Excluded Liabilities.

Excluded Liabilities shall include, without limitation, the following:

(a) liabilities arising from the use, deployment, purchase, license, operation or maintenance of Appliques under the Globalstar Contracts (presently existing or in the future incurred);

(b) liabilities arising from Seller’s breaches, defaults or failures of performance under the Globalstar Contracts, prior to the Closing Date;

(c) any liabilities for Taxes incurred or accrued by Seller arising from or with respect to (i) the operation of Seller’s business, (ii) the Purchased Assets or Assumed Liabilities which were incurred in, accrued through or attributable to any period prior to the Closing Date, and (iii) any Taxes as a result of this transaction, including payroll, sales and income;

(d) any litigation or disputes pending or threatened against Seller or Parent or its owners or management; and any warranty liability to customers arising out of events occurring on or before the Closing Date, except as such warranty liability relates to the Purchased Assets or the Assumed Liabilities;

(e) debt obligations and accrued interest thereon of the Seller; or

(f) any liabilities not related to the Purchased Assets or Assumed Liabilities and liabilities related to the Purchased Assets or Assumed Liabilities incurred prior to the Closing, unless otherwise stated herein.

SECTION 2.5. Transfer Taxes.

All transfer, sales, value added, stamp duty and similar Taxes payable in connection with the transactions contemplated hereby will be paid by Seller.

ARTICLE III.

PURCHASE PRICE

SECTION 3.1. Purchase Price.

In exchange for the Purchased Assets, Buyer shall (i) pay Seller the sum of $250,000 (USD) in immediately available funds wired to the Seller on the date of Closing and (ii) assume the Assumed Liabilities (collectively, the “Purchase Price”).

ARTICLE IV.

THE CLOSING

SECTION 4.1. Closing Date.

The closing of the sale and transfer of the Purchased Assets and the assumption of the Assumed Liabilities (the “Closing”) will take place at the offices of Seller, or at another place designated by the parties, following the date on which all of the relevant conditions to each party’s obligations under this Agreement have been satisfied or waived, on or prior to December 10, 2014 (the “Closing Date”).

SECTION 4.2. Transactions to Be Effected at Closing.

(a) Seller and World will deliver or cause to be delivered to Buyer each of the following items:

(i)

the License Agreement, appropriately executed by Seller and World;

(ii)

all items and documentation required to effectuate the transfer of the Purchased Assets from Seller to Buyer on the Closing Date;

(iii)

Seller Officer’s Certificate dated as of the Closing Date;

(iii)

World’s Officer’s Certificate dated as of the Closing Date; and

(iv)

any other documents reasonably requested in writing by Buyer in connection with the Purchased Assets.

(b) Buyer and Parent will deliver or cause to be delivered to Seller each of the following items:

	(i)	the License Agreement, appropriately executed by Buyer and Parent;
	(ii)	the Purchase Price;

	(iii)	Buyer’s Officer’s Certificate dated as of the Closing Date;
	(iv)	Parent’s Officer’s Certificate dated as of the Closing Date; and

(v)

any other documents reasonably requested in writing by Seller in connection with the Purchased Assets.

ARTICLE V.

REPRESENTATIONS AND WARRANTIES OF SELLER AND WORLD

Seller and World, jointly and severally, hereby represent and warrant to Buyer that the statements contained in this Article V are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Article V), except as set forth in any disclosure schedule accompanying this Agreement which shall qualify any representations and warranties set forth herein.

SECTION 5.1. Seller Organization; Good Standing.

Seller is a corporation duly organized, validly existing and in good standing under the laws of Virginia. Seller has the requisite power and authority to own the Purchased Assets and to carry on its business as currently conducted.

SECTION 5.2. Authority; Execution and Delivery.

Seller and World have the requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Seller and World and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement has been duly executed and delivered by Seller and World and, assuming the due authorization, execution and delivery of this Agreement by Buyer and Parent, will constitute the legal, valid and binding obligation of Seller and World, enforceable against them in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors’ rights generally from time to time in effect, as the indemnification provisions contained herein may be limited by the principles of public policy, and to general principles of equity (including concepts of materiality, reasonableness, good faith and fair dealing), regardless of whether considered in a proceeding in equity or at law.

SECTION 5.3. Consents; No Violation, etc.

Except as set forth in the Disclosure Schedule, the execution and delivery of this Agreement do not, and the consummation of the transactions contemplated hereby and the compliance with the terms hereof will not (i) violate any Governmental Rule applicable to Seller or World, (ii) conflict with any provision of the certificate of incorporation or by-laws (or similar organizational document) of Seller or World, (iii) conflict with any contract to which Seller or World is a party or by which it is otherwise bound, including, but not limited to, the Globalstar Contracts or any agreement related thereto, or (iv) require any approval, authorization, consent, license, exemption, filing or registration with any court, arbitrator or Governmental Entity, other than the filing of a Form 8-K pursuant to the rules and regulations promulgated by the Securities and Exchange Commission, except, with respect to the foregoing clauses (i) and (iii), for such violations or conflicts which would not have a material adverse effect on the Purchased Assets or materially interfere with Seller’s or World’s performance of its obligations hereunder (a “Material Adverse Effect”) or, with respect to the foregoing clause (iv), for such approvals, authorizations, consents, licenses, exemptions, filings or registrations which have been obtained or made or which, if not obtained or made, would not have a Material Adverse Effect.

SECTION 5.4. Title to Purchased Assets.

Seller has good and valid title to all of the Purchased Assets free and clear of all Encumbrances, other than Permitted Encumbrances. Seller has full right and power to (and at the Closing will) sell, convey, assign, transfer and deliver to Seller good and valid title to all the Purchased Assets, free and clear of any and all Encumbrances, other than Permitted Encumbrances. Seller is not a party to any contract with any third party to sell, transfer, assign, convey or otherwise dispose of any portion of the Purchased Assets or any of Seller’s interest in the Purchased Assets.

SECTION 5.5. Litigation.

There is no suit, claim, action, investigation or proceeding pending or, to the Knowledge of Seller or World, threatened against Seller or World, that relates to the Purchased Assets. During the twelve month period ending on the date hereof, (i) neither Seller nor World has received any written notice from any other Person challenging its ownership or rights to use any of the Purchased Assets and (ii) there has not been any, and there are no, product liability suits, claims, actions, investigations or proceedings pending or, to the Knowledge of Seller or World, threatened against Seller or World, relating to the Purchased Assets.

SECTION 5.6. Globalstar Contracts.

The Globalstar Contracts are binding, valid and enforceable on the Seller in accordance with their terms and are enforceable against the other party or parties thereto in accordance with their terms: (i) except as limited by applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent transfer or other laws affecting creditors' rights and remedies generally, (ii) except as the indemnification provisions contained in this Agreement may be limited by principles of public policy, and (iii) except as limited by rules of law governing specific performance, injunctive relief and other equitable remedies and general principles of equity. Seller is not in default under any Globalstar Contract and there has not occurred any event which, with the giving of notice or lapse of time or both, would constitute a material default under any Globalstar Contract. Each of the Globalstar Contracts is in full force and effect and Seller has not received any notice of default, cancellation, or termination in connection with any Globalstar Contract. Except as set forth on the Disclosure Schedule, neither the execution and delivery of this Agreement by the Seller, nor the consummation by the Seller of the transactions contemplated hereby, including the assignment of its rights, obligations and benefits under the Globalstar Contracts, will require any consent, approval, or authorization by the other parties to the Globalstar Contracts or any other third party that has not been obtained by Seller prior to Closing.

SECTION 5.7. Compliance with Applicable Laws

To their Knowledge and except as set forth on the Disclosure Schedule, Seller and World are in compliance with all applicable Governmental Rules, except for instances of noncompliance that, individually and in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect.

SECTION 5.8. Anti-Corruption Laws and OFAC.

To their Knowledge, Seller and World and their respective directors, officers, employees and agents are in compliance with Anti-Corruption Laws in all material respects. Seller is not in violation of any of the country or list-based economic and trade sanctions administered and enforced by OFAC. Seller (a) is not a Sanctioned Person or a Sanctioned Entity, (b) has no assets located in Sanctioned Entities; nor (c) derives any revenues from investments in, or transactions with, Sanctioned Persons or Sanctioned Entities. Seller will not use the funds received hereunder to fund any operation in, finance any investments or activities in, or make payments to, a Sanctioned Person or Sanctioned Entity or in violation of any Anti-Corruption Law.

SECTION 5.9 Licenses and Permits.

To their Knowledge, Seller and World have obtained and maintain all federal, state, local and foreign licenses, permits, consents, approvals, registrations, memberships, authorizations and qualifications required to be maintained in connection with the operations of the Seller as presently conducted. Seller is not in default under any of such licenses, permits, consents, approvals, registrations, memberships, authorizations and qualifications except for instances of default that, individually and in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect.

SECTION 5.10 Customers.

A full and complete list of all customers serviced pursuant to the Globalstar Contracts at the Closing Date is set forth on Schedule 2.1 hereto.

ARTICLE VI.

REPRESENTATIONS AND WARRANTIES OF BUYER AND PARENT

The Buyer and Parent, jointly and severally, hereby represent and warrant to Seller and World that the statements contained in this Article VI are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Article VI), except as set forth in the disclosure schedule accompanying this Agreement which shall qualify any representation and warranty set forth herein.

SECTION 6.1. Organization; Good Standing.

Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada. Buyer is duly qualified to conduct business as a foreign corporation and is in good standing in every jurisdiction where the nature of the business conducted by it makes such qualification necessary, except where the failure to so qualify or be in good standing would not prevent or materially delay the consummation of the transactions contemplated hereby.

SECTION 6.2. Authority; Execution and Delivery.

Buyer and Parent have the requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Buyer and Parent and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement has been duly executed and delivered by Buyer and Parent and, assuming the due authorization, execution and delivery of this Agreement by Seller and World, will constitute the legal, valid and binding obligation of Buyer and Parent, enforceable against Buyer and Parent in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors’ rights generally from time to time in effect, as the indemnification provisions contained herein may be limited by the principles of public policy, and to general principles of equity (including concepts of materiality, reasonableness, good faith and fair dealing), regardless of whether considered in a proceeding in equity or at law.

SECTION 6.3. Consents; No Violations, etc.

The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby and the compliance with the terms hereof will not (i) violate any Governmental Rule applicable to Buyer or Parent, (ii) conflict with any provision of the certificate of incorporation or by-laws of Buyer or Parent, (iii) conflict with any contract to which either Buyer or Parent is a party or by which it is otherwise bound or (iv) require any approval, authorization, consent, license, exemption, filing or registration with any court, arbitrator or Governmental Entity, except with respect to the foregoing clauses (i) and (iii), for such violations or conflicts which would not materially interfere with Buyer’s or Parent’s performance of its obligations hereunder or, with respect to the foregoing clause (iv), for such approvals, authorizations, consents, licenses, exemptions, filings or registrations which have been obtained or made or which, if not obtained or made, would not materially interfere with Buyer’s or Parent’s performance of its obligations hereunder.

SECTION 6.4 Litigation.

There is no suit, claim or action, pending or, to the Knowledge of Buyer or Parent, threatened against Buyer or Parent or any of their Affiliates which if adversely determined would materially interfere with the ability of either party to perform its obligations hereunder.

SECTION 6.5. Compliance with Applicable Laws

Buyer and Parent are in compliance with all applicable Governmental Rules, except for instances of noncompliance that, individually and in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect.

ARTICLE VII.

CERTAIN COVENANTS AND AGREEMENTS OF SELLER AND WORLD

SECTION 7.1. Post-Closing Orders and Payments.

From and after 12:01 A.M. (Eastern Daylight Time) on the day immediately following the Closing Date, Seller will promptly deliver to Buyer any payments received by Seller from third parties related exclusively to the Purchased Assets on or after the Closing Date; provided, however, that for the sake of clarity, Seller shall be entitled to keep all payments received by Seller from third parties related to the Purchased Assets, and for work performed thereunder or related thereto, on or prior to the Closing Date, and refer all inquiries it will receive with respect to the Purchased Assets to Buyer.

SECTION 7.2. Further Actions.

Following the Closing Date, Seller and World will use commercially reasonable efforts (i) to take, or cause to be taken, all actions necessary, proper or advisable to satisfy the conditions to Closing in order to consummate and make effective the transactions contemplated by this Agreement, and (ii) to obtain the Globalstar Consents and any other consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement. Furthermore, to the extent necessary following the Closing Date, Seller and World will use commercially reasonable efforts to take, or cause to be taken, all further actions necessary, proper or advisable in connection with the consummation of the transactions contemplated by this Agreement.

ARTICLE VIII.

CERTAIN COVENANTS AND AGREEMENTS OF BUYER

SECTION 8.1. Fees Charged to Seller.

Following the Closing Date and for a period of ten (10) years thereafter, Buyer shall charge Seller to transmit RF signal messages and SENS messages at a discount of 25% to the lowest fees charged by any Buyer Value Added Resellers or distributors for such services; provided however, that Buyer may change its prices upon 30 days written notice to Seller.

SECTION 8.2. Further Actions.

Following the Closing Date, Buyer and Parent will use commercially reasonable efforts (i) to take, or cause to be taken, all actions necessary, proper or advisable to satisfy the conditions to closing in order to consummate and make effective the transactions contemplated by this Agreement, and (ii) to obtain any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement. Furthermore, to the extent necessary following the Closing Date, Buyer will use commercially reasonable efforts to take, or cause to be taken, all further actions necessary, proper or advisable in connection with the consummation of the transactions contemplated by this Agreement.

ARTICLE IX.

CONDITIONS

SECTION 9.1. Conditions to Obligations of Buyer.

The obligations of Buyer to purchase the Purchased Assets being sold, and assume the Assumed Liabilities being assumed, on the Closing Date are subject to the satisfaction on and as of the Closing Date of each of the following conditions:

(a) Representations and Warranties. The representations and warranties of Seller and World set forth in this Agreement will be true and correct in all material respects with respect to such Purchased Assets (other than representations and warranties that contain materiality qualifications, which shall be true and correct in all respects) as of the Closing Date as though made on and as of the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties will be true and correct in all material respects as of such earlier date).

(b) Performance of Obligations of Seller and World. Seller and World will have performed or complied in all material respects with all obligations, conditions and covenants required to be performed by them under this Agreement at or prior to the Closing Date.

(c) No Litigation, Injunctions, or Restraints. No temporary restraining order, preliminary or permanent injunction or other legal restraint or prohibition preventing the consummation of the transactions contemplated by this Agreement will be threatened or in effect.

(d) Deliveries. Seller and World will have duly executed and delivered to Buyer, dated as of the Closing Date, the documents referred to in Section 4.2(a).

SECTION 9.2. Conditions to the Obligations of Seller.

The obligations of Seller to sell, assign, convey, and deliver the Purchased Assets being sold on the Closing Date to Buyer are subject to the satisfaction on and as of the Closing Date of each of the following conditions:

(a) Representations and Warranties. The representations and warranties of Buyer and Parent set forth in this Agreement will be true and correct in all material respects (other than representations and warranties that contain materiality qualifications, which shall be true and correct in all respects) as of the Closing Date as though made on and as of the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties will be true and correct in all material respects as of such earlier date).

(b) Performance of Obligations of Buyer and Parent. Buyer and Parent will have performed or complied in all material respects with all obligations, conditions and covenants required to be performed by them under this Agreement at or prior to the Closing Date.

(d) Deliveries. Buyer and Parent will have duly executed and delivered to Seller and World, dated as of the Closing Date, in each case appropriately executed, as applicable, the documents referred to in Section 4.2(b).

ARTICLE X.

TERMINATION, AMENDMENT AND WAIVER

SECTION 10.1. Termination.

(a) Notwithstanding anything to the contrary in this Agreement, this Agreement may be terminated and the transactions contemplated hereby abandoned at any time prior to the Closing by mutual written consent of Seller, World, Parent and Buyer.

(b) In the event of termination of this Agreement pursuant to this Section 10.1, the transactions contemplated by this Agreement will be terminated, without further action by any party. If the transactions contemplated by this Agreement are terminated as provided herein:

(i)

Buyer will return all documents and other material received from Seller relating to the Purchased Assets, or the transactions contemplated hereby, whether so obtained before or after the execution hereof, to Seller and, if applicable, Seller shall return the Purchase Price to Buyer; and

(ii)

all Confidential Information received by Buyer with respect to Seller or the Purchased Assets or Assumed Liabilities, including all copies of, or documents and materials containing or including any Confidential Information, will be treated as confidential information hereunder by Buyer and Parent and will be returned to Seller and World or certified as destroyed.

(c) If this Agreement is terminated, no party hereto and none of their respective directors, officers, shareholders, Affiliates or controlling Persons shall have any further liability or obligation under this Agreement, except that nothing herein will be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement occurring prior to such termination.

SECTION 10.2. Amendments and Waivers.

This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto. By an instrument in writing, Buyer and Parent, on the one hand, or Seller and World, on the other hand, may waive compliance by the other party with any term or provision of this Agreement that such other party was or is obligated to comply with or perform.

ARTICLE XI.

SURVIVAL

All of the representations and warranties of Seller, World, Parent and Buyer contained herein or made pursuant hereto shall survive the Closing Date for a period of one year.

ARTICLE XII.

GENERAL PROVISIONS

SECTION 12.1. Expenses.

Except as otherwise specified in this Agreement, all costs and expenses, including fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated hereby will be paid by the party incurring such costs and expenses.

SECTION 12.2. Confidentiality and Publicity.

Each party hereto will not, and will use reasonable commercial efforts to cause its respective Affiliates not to, use for its or their own benefit or divulge or convey to any third party, any Confidential Information relating to the Purchased Assets. Notwithstanding the foregoing, neither party shall be deemed to have violated this Section 12.2 if it or any of its Affiliates discloses Confidential Information (a) as required by applicable law, regulation, regulatory or legal process, (b) to the extent reasonably required in connection with the exercise of any remedy hereunder or (c) to comply with accounting standards and applicable securities and other laws and regulations including disclosures made in order to comply with the regulations of the Securities and Exchange Commission or with the regulations of any applicable securities exchange or trading platform.

SECTION 12.3. Further Assurances and Actions.

Each of the parties hereto, upon the request of the other party hereto, whether before or after the Closing and without further consideration, will do, execute, acknowledge and deliver or cause to be done, executed, acknowledged or delivered all such further acts, deeds, documents, assignments, transfers, conveyances, powers of attorney and assurances as may be reasonably necessary to effect complete consummation of the transactions contemplated by this Agreement. Seller, World, Parent and Buyer agree to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be reasonably necessary in order to consummate or implement expeditiously the transactions contemplated by this Agreement.

SECTION 12.4. Notices.

All notices and other communications required or permitted to be given or made pursuant to this Agreement shall be in writing signed by the sender and shall be deemed duly given (a) on the date delivered, if personally delivered, (b) on the date sent by telecopier with automatic confirmation by the transmitting machine showing the proper number of pages were transmitted without error, (c) on the Business Day after being sent by Federal Express or another recognized overnight mail service which utilizes a written form of receipt for next day or next business day delivery or (d) two (2) Business Days after mailing, if mailed by U.S. postage-prepaid certified or registered mail, return receipt requested, in each case addressed to the applicable party at the address set forth below; provided that a party may change its address for receiving notice by the proper giving of notice hereunder:

if to World by U.S. mail, to:

World Surveillance Group Inc.

Mail Code: SWC

Kennedy Space Center, FL 32899

Attn: President

if to World by personal or courier delivery, to:

World Surveillance Group Inc.

State Road 405, Building M6-306A, Room 1400

Kennedy Space Center, FL 32815

Attn: President

if to Seller, to:

Global Telesat Corp.

State Road 405, Building M6-306A, Room 1400

Kennedy Space Center, FL 32815

Attn: President

if to Buyer, to:

Orbital Satcom Corp.

1990 N California Blvd., 8th Floor

Walnut Creek, California 94596

Attn: David Rector, Chief Executive Officer

With a copy to:

Sichenzia Ross Friedman & Ference, LLP

61 Broadway

Suite 3200

New York, New York 10006

Attn: Harvey Kesner, Esq.

(212) 930-9700

(212) 930-9725 (facsimile)

if to Parent, to:

Great West Resources, Inc.

1990 N California Blvd., 8th Floor

Walnut Creek, California 94596

Attn: David Rector, Chief Executive Officer

SECTION 12.5. Headings.

The table of contents and headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement.

SECTION 12.6. Severability.

If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced under any law or public policy, all other terms and provisions of this Agreement will nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto will negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

SECTION 12.7. Counterparts.

This Agreement may be executed in one or more counterparts, all of which will be considered one and the same agreement and will become effective when one or more counterparts have been signed by each of the parties hereto and delivered to the other parties hereto, it being understood that all parties hereto need not sign the same counterpart.

SECTION 12.8. Entire Agreement; No Third-Party Beneficiaries.

This Agreement and the Exhibits and Schedules hereto constitute the entire agreement and supersede all prior agreements and understandings, both written and oral (including any letter of intent, memorandum of understanding or term sheet), between or among the parties hereto with respect to the subject matter hereof. Except as specifically provided herein, this Agreement is not intended to confer upon any Person other than the parties hereto any rights or remedies hereunder or thereunder.

SECTION 12.9. Applicable Law, Venue and Jury Trial Waiver.

This Agreement, the construction, interpretation, and enforcement hereof, and the rights of the parties hereto with respect to all matters arising hereunder or related hereto shall be determined under, governed by, and construed in accordance with the laws of the State of New York without regard to the choice of law principles thereof. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the State of New York located in The City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby, and hereby irrevocably waives any objection that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

SECTION 12.10. Specific Performance.

The parties hereto agree that irreparable damage would occur in the event any provision of this Agreement were not performed in accordance with its terms and that the parties hereto will be entitled to specific performance of such terms, in addition to any other remedy at law or in equity, without the necessity of demonstrating the inadequacy of monetary damages and without the posting of a bond.

SECTION 12.11. Assignment.

Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party; provided, however, that any party may assign its rights and obligations under this Agreement, without the prior written consent of the other parties, to an Affiliate or to a successor of the assigning party by reason of merger, sale of all or substantially all of its assets or any similar transaction. Any permitted assignee or successor-in-interest will assume all obligations of its assignor under this Agreement. No assignment will relieve any party of its responsibility for the performance of any obligation. This Agreement will be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

ARTICLE XIII

INDEMNIFICATION

SECTION 13.1 Indemnity Against Claims.

(a) Buyer and Parent, on the one hand, and Seller and World, on the other hand, each agree to indemnify, defend and hold the other harmless and the other’s shareholders, managers, directors, officers, employees, agents and affiliates (“Indemnified Party”) against any and all losses, claims, damages or liabilities and actions, and any legal or other expenses or costs incurred by any Indemnified Party in connection with investigating or defending any such loss, claim, damage, liability or action, regardless of whether an action or claim has been filed or asserted against an Indemnified Party after the Closing Date, arising from, in connection with or with respect to the following items (the “Indemnified Party Losses”): (i) any misrepresentation made by the other, or breach or inaccuracy of any representation or warranty made by the other under this Agreement or in any other agreement or document delivered pursuant hereto or in connection herewith or with the closing of the transactions contemplated hereby; and (ii) any nonfulfillment of or failure to comply with any agreement, condition or covenant on the part of the other under this Agreement or any other agreement or document delivered pursuant hereto or in connection herewith or with the closing of the transactions contemplated hereby.

(b) Buyer and Parent hereby agree to further indemnify and hold Seller and World and their employees, officers, directors and affiliates, harmless from and against any and all liabilities or obligations arising from the Purchased Assets and Assumed Liabilities relating to or for periods from and after the Closing Date.

(c) Seller and World hereby agree to further indemnify and hold Buyer and Parent and their employees, officers, directors and affiliates, harmless from and against any and all liabilities or obligations arising from the Purchased Assets and Assumed Liabilities relating to or for periods prior to the Closing Date.

(d) With respect to any third party claims, the Indemnifying Party may participate in the defense at any time or it may assume the defense by giving notice to the Indemnified Party. After assuming the defense, the Indemnifying Party will cooperate fully with the Indemnified Party in the conduct of any proceeding as to which the Indemnifying Party assumes the defense hereunder.

(e) The remedies provided to an Indemnified Party herein shall be cumulative and shall not preclude an Indemnified Party from asserting any other rights or seeking any other remedies against an Indemnifying Party or his or its respective heirs, successors or assigns.

(f) Notwithstanding anything to the contrary herein, Seller’s and World’s aggregate and collective liability pursuant to this Section 13 shall not exceed $250,000.

[Signature Page to be Attached]

IN WITNESS WHEREOF, the parties hereto have caused this Asset Purchase Agreement to be signed by their respective representatives thereunto duly authorized, all as of the date first written above.

SELLER:

Global Telesat Corp.

By: /s/ Glenn D. Estrella

Name: Glenn D. Estrella

Title: Director

WORLD:

World Surveillance Group Inc.

By: /s/ Glenn D. Estrella

Name: Glenn D. Estrella

Title: President

BUYER:

Orbital Satcom Corp.

By: /s/ David Rector

Name: David Rector

Title: Chief Executive Officer

PARENT:

Great West Resources, Inc.

By: /s/ David Rector

Name: David Rector

Title: Chief Executive Officer

Exhibit 10.2

NON-EXCLUSIVE LICENSE AGREEMENT

PREAMBLE

This Non-Exclusive License Agreement (this “Agreement”) is made and entered into effective as of December 10, 2014 (the “Effective Date”) by and among World Surveillance Group Inc. (hereinafter referred to as “World”), Global Telesat Corp. (hereinafter referred to as “GTC”), a wholly-owned subsidiary of World, Great West Resources, Inc. (hereinafter referred to as “Parent”), and Orbital Satcom Corp., a wholly owned subsidiary of Parent (hereinafter referred to as “Licensee” and, together with GTC, World and Parent, the “Parties”).

RECITALS

Whereas, GTC owns certain appliques identified on Schedule A hereto (the “Licensed Appliques”);

Whereas, Licensee desires to use the Licensed Appliques in its business operations; and

Whereas, GTC desires to allow Licensee the right to use the Licensed Appliques, and Licensee desires the right to use the Licensed Appliques, subject to and in accordance with the terms set forth herein.

TERMS AND CONDITIONS

NOW, THEREFORE, in consideration of the premises, covenants and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Authority and Relationship of the Parties

Licensee, on the one hand, and GTC, on the other hand, are and shall remain independent contractors throughout the term of this Agreement. Nothing in this Agreement shall be construed to constitute Licensee on the one hand, and GTC, on the other hand, as partners, joint venturers, agents or anything other than independent contractors.

2. GTC License

2.1 Grant of Non-Exclusive License to Licensee

Subject to the terms and conditions of this Agreement, GTC hereby grants to and Licensee hereby accepts a fully-paid and irrevocable non-exclusive license to use the Licensed Appliques identified in more detail on Schedule A hereto (“GTC License”) which shall include the full right to utilize the Licensed Appliques as heretofore or hereafter used by GTC. Licensee acknowledges that (i) this Agreement does not transfer any interest in the ownership or title of any portion of the Licensed Appliques and (ii) Licensee does not own any portion of the Licensed Appliques. GTC shall take no action that shall in any manner diminish or cause any third party to diminish the use of the Licensed Appliques by Licensee.

2.2 Term of License

The GTC License shall have a term (the “Term”) equal to ten (10) years following the Effective Date.

3. GTC Obligations

GTC shall maintain the Licensed Appliques in a manner consistent with past practice and as required by any contract related to the Licensed Appliques for the Term at its or Globalstar’s sole cost and expense.

4. Consideration.

4.1 Shares

On the Effective Date, in consideration of the licenses and the other agreements of GTC hereunder, Parent shall issue to GTC or its designee $2.0 million (USD) of shares of Parent’s common stock (the “Shares”), which shares shall be valued on the basis of the closing price for the day immediately preceding the Effective Date for the Company, as reported on Bloomberg.

4.2 Most Favored Nation Pricing

On the Effective Date, GTC and Parent and Licensee shall enter into a non-assignable VAR or distributor agreement whereby GTC shall for a period of 10 years from the Effective Date receive a discount of 25% off the standard pricing given to any of Licensee’s or Parent’s VARs or distributors on messaging air-time.

5. Right of First Refusal.

5.1 Grant. GTC hereby unconditionally and irrevocably grants to Licensee, or its permitted transferees or assigns, (i) a right of first refusal to purchase some or all of the Licensed Appliques at the depreciated book value of such Licensed Appliques set forth on World’s balance sheets contained in World’s most recently filed Form 10-Q or Form 10-K with the Securities and Exchange Commission (the “Depreciated Book Value Price”), if GTC or World shall apply for or consent to the appointment of a receiver, trustee or liquidator of all or substantially all of its assets, file a voluntary petition in bankruptcy or admit in writing the inability to pay its debts as they become due, or make a general assignment for the benefit of creditors or take advantage of any insolvency law, and (ii) a right to receive notice if a third party has made an offer to purchase some or all of the Licensed Appliques (a “Proposed Applique Transfer”) and the right to make a competing offer to purchase some or all of the Licensed Appliques, such competing offer to contain a price no lower than the Depreciated Book Value Price.

5.2 Notice. Each time GTC receives an offer relating to a Proposed Applique Transfer it must deliver a written notice to Licensee indicating that it has received such an offer (the “Proposed Transfer Notice”) not later than fifteen (15) days prior to the consummation of such Proposed Applique Transfer. Such Proposed Transfer Notice shall indicate only that an offer has been made, but shall not be required to include any of the terms of the offer. To exercise its right under this Section 5, the Licensee must deliver a written notice to GTC conveying the terms of its competing offer to purchase some or all of the Licensed Appliques within five (5) days after delivery of the Proposed Transfer Notice.

6. Confidentiality

The Parties acknowledge and agree that any information including customer names, vendors, pricing schedules, models, data, discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, blueprints, tracings, diagrams, samples, flow charts, computer programs, disks, diskettes, tapes, marketing plans, and/or other technical, financial, or business information related to the GTC License and use of the Licensed Appliques in the operations of GTC’s business constitute valuable trade secrets and confidential information of GTC and World (“Confidential Information”). Parent and Licensee agree that each shall take all reasonable steps to preserve and protect the confidentiality of such Confidential Information.

Parent and Licensee agree to maintain as confidential the Confidential Information and further agree not to disclose the Confidential Information other than as specifically permitted by this Agreement or as required by any governmental law rule or regulation in the United States. At no time shall Parent and Licensee use, or allow others to use or have access to, the Confidential Information for any purpose other than the performance of Parent’s or Licensee’s obligations or exercise of Parent’s or Licensee’s rights under and in accordance with this Agreement or disclose the Confidential Information to any third party without the prior written consent of GTC and World, which may be withheld in their sole discretion, and then only after the party to whom such disclosure will be made has agreed in writing to comply with and be bound by the applicable terms of this Agreement.

7. Representations and Warranties

7.1 Authority

Each of GTC and World, on the one hand, and Licensee and Parent, on the other hand, represents and warrants to the other of them that (a) this Agreement has been duly executed and delivered and, assuming the due and valid execution and delivery of this Agreement by the other Parties hereto, constitutes a valid and binding agreement enforceable against such Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors’ rights generally from time to time in effect, and to general principles of equity (including concepts of materiality, reasonableness, good faith and fair dealing), regardless of whether considered in a proceeding in equity or at law, (b) no authorization or approval from any third party is required in connection with such party’s execution, delivery, or performance of this Agreement, other than the consent of Globalstar, Inc., and (c) the execution, delivery, and performance of this Agreement does not violate the laws of any jurisdiction applicable to such Party or the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound.

7.2 Ownership of the Licensed Appliques

GTC and World, jointly and severally, represent and warrant that GTC owns the Licensed Appliques free and clear of any liens and as of the Effective Date, it has received no notice of any third party claims against or challenging GTC’s ownership or control of the Licensed Appliques.

7.3 Sufficiency of Licensed Appliques.

The Licensed Appliques are in good working condition and repair, consistent with their current use as conducted by GTC, normal wear and tear excepted. To GTC’s knowledge, there are no material defects in, or conditions with, the Licensed Appliques that will negatively impact Licensee’s ability to use the Licensed Appliques as they are currently used.

7.4 Finder’s Fee

Each of GTC, on the one hand, and Licensee and Parent, on the other hand, represents and warrants to the other of them that no person is entitled to receive a finder’s fee in connection with this Agreement as a result of any action taken by GTC, on the one hand, and Licensee or Parent, on the other hand, respectively, pursuant to this Agreement, and agrees to indemnify and hold harmless the other of them and its or their respective employees, and affiliates, in the event of a breach of this representation and warranty by it. This representation and warranty shall survive the Effective Date.

7.5 Accredited Investor

GTC (and each of its designees to be issued Parent restricted stock) (i) is an “accredited investor,” as that term is defined in Regulation D under the Securities Act of 1933, as amended; (ii) has such knowledge, skill and experience in business and financial matters, based on actual participation, that GTC is capable of evaluating the merits and risks of an investment in Parent and the suitability thereof as an investment for GTC; (iii) has received such documents and information as it has requested and has had an opportunity to ask questions of representatives of Parent concerning the terms and conditions of the investment proposed herein, and such questions were answered to the satisfaction of GTC; and (iv) is in a financial position to hold the Shares for an indefinite time and is able to bear the economic risk and withstand a complete loss of his investment in Parent.

8 Indemnification

8.1 Indemnification by GTC and World

GTC and World shall defend, protect, indemnify and hold harmless Licensee and Parent and all of their respective stockholders, partners, members, officers, directors, employees and direct or indirect investors and any of the foregoing persons’ agents or other representatives (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the “Licensee Indemnitees”) from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Licensee Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements (the “Licensee Indemnified Liabilities”), incurred by any Licensee Indemnitee as a result of, or arising out of, or relating to (a) any misrepresentation or breach of any representation or warranty made by GTC or World in this Agreement, (b) any breach of any covenant, agreement or obligation of GTC or World contained in this Agreement or (c) any cause of action, suit or claim brought or made against such Licensee Indemnitee by a third party (including for these purposes a derivative action brought on behalf of GTC or World) and arising out of or resulting from the execution, delivery, performance or enforcement of this Agreement by Licensee or Parent (unless such action is based upon a misrepresentation or breach of Parent or Licensee’s representations, warranties or covenants under this Agreement or any of the documents contemplated hereby, or any violation by Parent or Licensee of any securities laws, or any conduct by Parent or Licensee which constitutes fraud, gross negligence, willful misconduct or malfeasance). To the extent that the foregoing undertaking by GTC or World may be unenforceable for any reason, GTC and World shall make the maximum contribution to the payment and satisfaction of each of the Licensee Indemnified Liabilities which is permissible under applicable law.

8.2 Indemnification by Parent and Licensee

Parent and Licensee shall defend, protect, indemnify and hold harmless GTC and World and all of their respective stockholders, partners, members, officers, directors, employees and direct or indirect investors and any of the foregoing persons’ agents or other representatives (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the “GTC Indemnitees”) from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such GTC Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements (the “GTC Indemnified Liabilities”), incurred by any GTC Indemnitee as a result of, or arising out of, or relating to (a) any misrepresentation or breach of any representation or warranty made by Parent or Licensee in this Agreement, (b) any breach of any covenant, agreement or obligation of Parent or Licensee contained in this Agreement or (c) any cause of action, suit or claim brought or made against such GTC Indemnitee by a third party (including for these purposes a derivative action brought on behalf of Parent or Licensee or any subsidiary) and arising out of or resulting from the execution, delivery, performance or enforcement of this Agreement by GTC or World (unless such action is based upon a misrepresentation or breach of GTC or World’s representations, warranties or covenants under this Agreement or any of the documents contemplated hereby, or any violation by GTC or World of any securities laws, or any conduct by GTC or World which constitutes fraud, gross negligence, willful misconduct or malfeasance). To the extent that the foregoing undertaking by Parent and Licensee may be unenforceable for any reason, Parent and Licensee shall make the maximum contribution to the payment and satisfaction of each of the GTC Indemnified Liabilities which is permissible under applicable law.

9 Termination

9.1 Termination by Licensee or Parent

Licensee or Parent may terminate this Agreement under the following circumstances:

If GTC or World shall apply for or consent to the appointment of a receiver, trustee or liquidator of all or substantially all of its assets, file a voluntary petition in bankruptcy or admit in writing the inability to pay its debts as they become due, make a general assignment for the benefit of creditors or take advantage of any insolvency law, subject to a thirty (30) day cure period after written notice of termination by Licensee or Parent.

If GTC or World materially defaults in its performance of any of its material obligations under this Agreement, subject to a thirty (30) day cure period.

If GTC or World materially breaches any of its representations and warranties set forth in Section 7.

9.2 Termination by GTC or World

GTC or World may terminate this Agreement under the following circumstances:

If Licensee or Parent shall apply for or consent to the appointment of a receiver, trustee or liquidator of all or substantially all of its assets, file a voluntary petition in bankruptcy or admit in writing the inability to pay its debts as they become due, make a general assignment for the benefit of creditors or take advantage of any insolvency law, subject to a thirty (30) day cure period after written notice of termination by GTC or World.

If Licensee or Parent materially defaults in its performance of any of its material obligations under this Agreement, subject to a thirty (30) day cure period.

If Licensee or Parent materially breaches any of its representations and warranties set forth in Section 7.

10. General Provisions

10.1 Entire Agreement; Amendment. This Agreement embodies the entire understanding of the Parties and supersedes all other past and present communications and agreements relating to the subject matter. No amendment or modification of this Agreement shall be valid unless made in writing and signed by authorized representatives of both Parties.

10.2 Applicable Law, Venue and Jury Trial Waiver. This Agreement, the construction, interpretation, and enforcement hereof, and the rights of the parties hereto with respect to all matters arising hereunder or related hereto shall be determined under, governed by, and construed in accordance with the laws of the State of New York without regard to the choice of law principles thereof. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the State of New York located in The City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby, and hereby irrevocably waives any objection that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

10.3 Survival. Each provision of this Agreement that would by its nature or terms survive, shall survive any termination or expiration of this Agreement, regardless of the cause.

10.4 Notices. Notices pursuant to this Agreement shall be sent to the Parties at the addresses on the signature page hereto and are effective when sent if sent by a commercial carrier’s overnight delivery service or when received if sent otherwise.

10.5 Construction. The recitals and preamble to this Agreement, if any, are hereby incorporated as an integral part of this Agreement as if restated herein in full. Headings are included for convenience and reference only and are not incorporated as an integral part of this Agreement. This Agreement may be executed in any number of counterparts each of which shall be deemed an original and as executed shall constitute one agreement, binding on all Parties, even though all Parties do not sign the same counterpart.

10.6 Severability. If any provision in this Agreement is held invalid, illegal, or unenforceable in any respect, such holding shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if it had never contained the invalid, illegal, or unenforceable provisions.

10.7 Remedies. The failure of any Party to insist upon or enforce strict performance by the other Parties of any provision of this Agreement, or to exercise any right or remedy under this Agreement will not be interpreted or construed as a waiver or relinquishment of that Party's right to assert or rely upon any such provision, right or remedy in that or any other instance; rather, the same will be and remain in full force and effect. All rights and remedies under this Agreement are cumulative of every other such right or remedy and may be exercised concurrently or separately from time-to-time.

10.8 Further Acts. Each Party shall, at the reasonable request of the others, execute and deliver to the others such instruments and/or documents and shall take such actions as may be required to more effectively carry out the terms of this Agreement. GTC and World shall use commercially reasonable efforts to obtain the consent of Globalstar, Inc. to the transactions contemplated herein as soon as possible following the Effective Date.

[signature page follows immediately]

The signatures of the undersigned indicate that they have read, understand and agree with the terms of this Agreement and have the authority to execute this Agreement on behalf of their represented Party and to bind their Party to all the terms of this Agreement.

GLOBAL TELESAT CORP.

By: /s/ Glenn D. Estrella

Name: Glenn D. Estrella

Title: Director

Address for U.S. mail delivery:

Mail Code: SWC

Kennedy Space Center, FL 32899

Attn: President

Address for personal or courier delivery:

State Road 405, Building M6-306A, Room 1400

Kennedy Space Center, FL 32815

Attn: President

WORLD SURVEILLANCE GROUP INC.

By: /s/ Glenn D. Estrella

Name: Glenn D. Estrella

Title: President

Address for U.S. mail delivery:

Mail Code: SWC

Kennedy Space Center, FL 32899

Attn: President

Address for personal or courier delivery:

State Road 405, Building M6-306A, Room 1400

Kennedy Space Center, FL 32815

Attn: President

ORBITAL SATCOM CORP.

By: /s/ David Rector

Name: David Rector

Title: Chief Executive Officer

Address:

1990 N California Blvd., 8th Floor

Walnut Creek, California 94596

GREAT WEST RESOURCES, INC.

By: /s/ David Rector

Name: David Rector

Title: Chief Executive Officer

Address:

1990 N California Blvd., 8th Floor

Walnut Creek, California

Exhibit 10.3

SEPARATION AGREEMENT

THIS SEPARATION AGREEMENT (the “Agreement”) is entered into as of the 10th day of December, 2014 (the “Effective Date”) by and among David Phipps (“Phipps”), World Surveillance Group Inc., a Delaware corporation (the “Company”) and Global Telesat Corp., a Virginia corporation and wholly owned subsidiary of the Company (“GTC,” and together with Phipps and the Company, the “Parties”).

WHEREAS, Phipps is employed as the President and Chief Executive Officer of GTC, and he also serves as a member of the Board of Directors of GTC;

WHEREAS, the Company, GTC, Great West Resources, Inc. and Orbital Satcom Corp. have entered into an Asset Purchase Agreement dated the date hereof (the “Asset Purchase Agreement); and

WHEREAS, GTC, the Company and Phipps desire to enter into this Agreement providing for Phipps’s amicable resignation from GTC’s employment, and to provide for Phipps’ continued services as a consultant to the Company following termination in order to assure a smooth transition.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties hereby agree as follows:

1. Termination Date. Phipps acknowledges that his last day of employment with GTC will be the Effective Date, or such other later date mutually agreed upon between the Company and Phipps (the “Termination Date”). Phipps further understands and agrees that, as of the Termination Date, he will be no longer authorized to conduct any business on behalf of GTC or the Company as an executive or to hold himself out as an officer, director or employee of GTC or the Company (other than as agreed to by the Parties during the Transitional Period), except as otherwise provided herein. Any and all positions and/or titles held by Phipps with GTC or the Company will be deemed to have been resigned as of the Termination Date.

2. Transition Services. (i) During the thirty (30) day period following the Termination Date or such longer period as the Parties may agree upon in writing (such longer period not to exceed an additional thirty (30) days) (the “Initial Transitional Period”), Phipps agrees that he shall help run the business of GTC by providing general business and consulting services to GTC and the Company and assisting in all transitional needs and activities of GTC and the Company (the “Transitional Services”) on a full-time basis, and then shall provide Transitional Services on a part-time basis for an additional thirty (30) day period thereafter (the “Follow-on Transitional Period,” and together with the Initial Transitional Period, the “Transitional Period”), upon the reasonable request of GTC or the Company. Phipps shall not be required to travel outside the U.K. to provide any Transitional Services, unless agreed to by Phipps.

(ii) During the Transitional Period, Phipps agrees that he shall cause Global Telesat Communications, Ltd. (“GTCL”) to assist GTC and the Company in all transitional needs and activities of GTC and the Company upon the reasonable request of GTC or the Company, including but not limited to, assisting to transfer or procure all operational licenses necessary for the continued business of GTC and the servicing and fulfillment of orders as necessary; provided, however, that Phipps does not guarantee any licenses can or will be obtained.

(iii) During the Transitional Period, Phipps will cause GTCL to use its best efforts to maintain a similar level of stock purchases from GTC as its current levels.

(iv) Phipps shall be paid $25,000 for the Transitional Services by GTC or the Company within ten (10) days of the Termination Date, provided, however, that if such payment is not made by GTC or the Company within this period set forth herein, this Section 2 shall become null and void.

3. Release of Non-Compete and Confidentiality. In consideration of the release set forth in Section 4 below and for good and other consideration, (i) GTC and the Company shall as of the Termination Date release Phipps from (x) the non-competition, intellectual property and non-solicitation covenants and provisions set forth in his Employment Agreement dated May 25, 2011 (the “Employment Agreement”) and in the Stock Purchase Agreement among GTC, Growth Enterprise Fund, S.A., the Company and Phipps dated May 25, 2011 (the “Stock Purchase Agreement”), as such covenants and provisions relate solely to Phipps’ potential employment or engagement by either Great West Resources, Inc. or Orbital Satcom Corp. or their respective successors or affiliates following the Termination Date, provided, however, that for all other purposes, such non-competition, intellectual property and non-solicitation covenants and provisions remain in full force and effect and binding on Phipps for the periods set forth therein, and (y) any confidentiality obligations of Phipps to GTC or the Company as such provisions or obligations relate solely and exclusively to the Purchased Assets (as defined in the Asset Purchase Agreement) and (ii) upon the acquisition of all of the issued and outstanding equity or substantially all of the assets of Global Telesat Communications Ltd., GTC and the Company shall, without limitation or restriction (including the restrictions set forth in clause (i) hereto), release Phipps from all of the non-competition, intellectual property and non-solicitation covenants and provisions set forth in the Employment Agreement and the Stock Purchase Agreement.

4. Phipps’ Release. In consideration for the release set forth in Section 5 below and for other good and valuable consideration, Phipps hereby irrevocably and unconditionally releases and forever discharges the Company and GTC, as well as their respective affiliates and all of their respective directors, officers, employees, members, agents, and attorneys, of and from any and all manner of actions and causes of action, suits, debts, claims, liabilities, fees and demands of any kind whatsoever, in law or equity, known or unknown, asserted or unasserted, which he ever had or now has through the Termination Date on account of his employment with the Company, the termination of his employment with the Company, the acquisition of GTC by the Company, any investments made in the Company, and/or any other fact, matter, incident, claim, injury, event, circumstance, happening, occurrence, and/or thing of any kind or nature which arose or occurred prior to the date when he executes this Agreement, including, but not limited to, any and all claims for wrongful termination; breach of any implied or express employment contract; unpaid compensation of any kind; unpaid acquisition payables of any kind; breach of any fiduciary duty and/or duty of loyalty; breach of any implied covenant of good faith and fair dealing; negligent or intentional infliction of emotional distress; defamation; fraud; unlawful discrimination, harassment; or retaliation based upon age, race, sex, gender, sexual orientation, marital status, religion, national origin, medical condition, disability, handicap, or otherwise; any and all claims arising under arising under Title VII of the Civil Rights Act of 1964, as amended (“Title VII”); the Equal Pay Act of 1963, as amended (“EPA”); the Age Discrimination in Employment Act of 1967, as amended (“ADEA”); the Americans with Disabilities Act of 1990, as amended (“ADA”); the Family and Medical Leave Act, as amended (“FMLA”); the Employee Retirement Income Security Act of 1974, as amended ("ERISA"); the Sarbanes-Oxley Act of 2002, as amended (“SOX”); the Worker Adjustment and Retraining Notification Act of 1988, as amended (“WARN”); and/or any other federal, state, or local law(s) or regulation(s); any and all claims for damages of any nature, including compensatory, general, special, or punitive; and any and all claims for costs, fees, or other expenses, including attorneys' fees, incurred in any of these matters (the “Release”). GTC and the Company acknowledge, however, that Phipps does not release or waive any rights to contribution or indemnity under this Agreement to which he may otherwise be entitled. Nothing contained herein shall release the Company or GTC from their respective obligations set forth in this Agreement. Notwithstanding the foregoing, Phipps is not hereby releasing his rights to fifty percent (50%) of any compensation owed to him by GTC as of the date hereof pursuant to his employment by GTC.

5. Company and GTC Release. In consideration for the release set forth in Section 4 above and for other good and valuable consideration, each of the Company and GTC irrevocably and unconditionally releases and forever discharges Phipps of and from all claims, demands, causes of actions, fees, suits, debts and liabilities of any kind whatsoever, including but not limited to violation of noncompetition and nonsolicitation agreements, which any had or now has through the Termination Date against Phipps, by reason of any actual or alleged act, omission, transaction, practice, conduct, statement, occurrence, or any other matter, which arose or occurred prior to the date when this Agreement is executed. The Company and GTC each represent that, as of the date of this Agreement, there are no known claims relating to Phipps. The Company and GTC each agree to indemnify Phipps against any future claims to the extent permitted under his indemnification agreement and the Company’s and GTC’s respective bylaws. Notwithstanding the foregoing, this release does not include any fraud, gross negligence, willful misconduct or material misrepresentation on the part of Phipps, or Phipps’ obligations pursuant to this Agreement, or the Company’s or GTC’s right to enforce the terms of this Agreement.

6. Applicable Law, Venue and Jury Trial Waiver. This Agreement, the construction, interpretation, and enforcement hereof, and the rights of the Parties hereto with respect to all matters arising hereunder or related hereto shall be determined under, governed by, and construed in accordance with the laws of the State of New York without regard to the choice of law principles thereof. Each Party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the State of New York located in The City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby, and hereby irrevocably waives any objection that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

7. Entire Agreement. This Agreement may not be changed, waived or altered, except by a writing signed by all Parties. Until such time as this Agreement has been executed and subscribed by all Parties hereto: (i) its terms and conditions and any discussions relating thereto, without any exception whatsoever, shall not be binding nor enforceable for any purpose upon any Party; and (ii) no provision contained herein shall be construed as an inducement to act or to withhold an action, or be relied upon as such. This Agreement constitutes an integrated, written contract, expressing the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes any and all prior agreements and understandings, oral or written, between the Parties.

8. Assignment. Phipps has not assigned or transferred any claim he is releasing, nor has he purported to do so. Neither GTC nor the Company has assigned or transferred any claim it is releasing, nor has it purported to do so. If any provision in this Agreement is found to be unenforceable, all other provisions will remain fully enforceable. This Agreement binds Phipps’s heirs, administrators, representatives, executors, successors, and assigns, and will inure to the benefit of Phipps and his heirs, administrators, representatives, executors, successors, and assigns.

9. Acknowledgement. Phipps acknowledges that he: (a) has carefully read this Agreement in its entirety; (b) has been advised to consult and has been provided with an opportunity to consult with legal counsel of his choosing in connection with this Agreement; (c) fully understands the significance of all of the terms and conditions of this Agreement and has discussed them with his independent legal counsel or has been provided with a reasonable opportunity to do so; (d) has had answered to his satisfaction any questions asked with regard to the meaning and significance of any of the provisions of this Agreement; and (e) is signing this Agreement voluntarily and of his own free will and agrees to abide by all the terms and conditions contained herein.

10. Notices. For the purposes of this Agreement, notices, demands and all other communications provided for in this Agreement shall be in writing and shall be delivered (i) personally, (ii) by first class mail, certified, return receipt requested, postage prepaid, (iii) by overnight courier, with acknowledged receipt, or (iv) by facsimile transmission followed by delivery by first class mail or by overnight courier, in the manner provided for in this Section, and properly addressed as follows:

If to the Company or GTC

by mail delivery :

World Surveillance Group Inc. or Global Telesat Corp.

Mail Code: SWC

Kennedy Space Center, FL 32899

Attn: President

If to the Company or GTC

by personal or courier delivery:

World Surveillance Group Inc. or Global Telesat Corp.

State Road 405, Building M6-306A, Room 1400

Kennedy Space Center, FL 32815

Attn: President

Fax: 321-452-8965

If to Phipps:

Mr. David Phipps

2A Mornish Road

Branksome Park

Poole BH13 7B2, U.K.

Fax:

11. Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the Parties and delivered to the other parties. In the event that any signature is delivered by facsimile transmission or by an e-mail which contains a portable document format (.pdf) file of an executed signature page, such signature page shall create a valid and binding obligation of the Party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.

12. Counsel Representation. The Parties hereto further agree that this Agreement has been carefully read and fully understood by them. Each Party hereby represents, warrants, and agrees that he was represented by counsel in connection with the Agreement, has had the opportunity to consult with counsel about the Agreement, has carefully read and considered the terms of this Agreement, and fully understands the same.

13. American Express Payments. (i) GTC agrees to pay to Phipps or his designee an aggregate amount equal to the sum of all documented GTC related expenses paid by Phipps with his personal American Express Card, as set forth on Exhibit A attached hereto. Such aggregate amount shall be paid by the Company or GTC within ten (10) days of the Termination Date, but may be paid in either cash or inventory in an equivalent aggregate amount from amounts that are being held by Global Telesat Communications Ltd. (“GTCL”) in the U.K. on behalf of GTC, at the Company’s sole discretion. Phipps agrees to transition GTC related payments off his personal American Express card immediately following the Termination Date but the Company and GTC agree that any GTC related expenses following the Termination Date that are charged to such card will be reimbursed to Phipps upon presentation and documentation.

IN WITNESS HEREOF, the Parties hereby enter into this Agreement and affix their signatures as of the date first above written.

WORLD SURVEILLANCE GROUP INC.

By: /s/ Glenn D. Estrella

Name: Glenn D. Estrella

Title: President

GLOBAL TELESAT CORP.

By: /s/ Glenn D. Estrella

Name: Glenn D. Estrella

Title: Director

/s/ David Phipps

David Phipps

Exhibit 10.4

GTC CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT (the "Agreement") is made and entered into this 10th day of December, 2014 (the "Effective Date") by and between World Surveillance Group Inc., a Delaware corporation duly organized under law and having a place of business at State Road 405, Building M6-306A, Room1400, Kennedy Space Center, FL 32815 (hereinafter referred to as the “Company"), Global Telesat Corp. (“GTC”), a Virginia corporation and wholly owned subsidiary of the Company, and Trident Aerial Recon LLC, an Ohio limited liability company having a place of business at 4196 Hobbs Landing Drive, West Dublin, Ohio 43017 (hereinafter referred to as the "Consultant" and together with the Company and GTC, the “Parties”).

WHEREAS, the Company and GTC wish to engage the Consultant to provide the services described herein and Consultant agrees to provide the services for the compensation and otherwise in accordance with the terms and conditions contained in this Agreement.

NOW THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, accepted and agreed to, the Company, GTC and the Consultant, intending to be legally bound, agree to the terms set forth below.

1. TERM. Commencing as of the Effective Date, and continuing for a period of one (1) year (the “Term”), unless earlier terminated pursuant to Article 4 hereof, the Consultant agrees that he will serve as a consultant to the Company and GTC. This Agreement shall be renewed for successive one (1) year periods, which shall be considered part of the Term, unless earlier terminated by any of the Parties.

2. DUTIES AND SERVICES.

(a) Consultant's duties and responsibilities shall be to work with the President of GTC to run the business of GTC for the Company (collectively, the “Services”). In the performance of the Services hereunder, Consultant shall not provide to any third party any information regarding the Company or GTC unless approved in advance by the Company.

(b) Consultant agrees that during the Term it will devote such amount of its business time as it shall deem necessary to perform the Services. Consultant agrees that at all times in the performance of the Services, it will neither undertake nor cause, nor permit to be undertaken, any activity which either (i) is illegal under any laws, decrees, rules, orders or regulations in effect in either the United States or any other country in which the Company or GTC has a business interest; or (ii) would have the effect of causing the Company or GTC to be in violation of any laws, decrees, rules, orders or regulations in effect in either the United States or any other country in which the Company or GTC has a business interest. In the performance of the Services, Consultant will at all times act in the best interests of the Company and GTC.

(c) The Consultant represents and warrants to the Company and GTC that (i) it is under no contractual or other restrictions or obligations which are inconsistent with the execution of this Agreement, or which will interfere with the performance of the Services; (ii) the execution and performance of this Agreement will not violate any policies or procedures of any other person or entity for which it performs any services concurrently with those performed herein; and (iii) it does not have any agreements to provide consulting or other services to any other person, party, firm, entity or company that is engaged in any business competitive with the Company or GTC and it will not enter into any such agreement during the Term or during the one (1) year period thereafter.

(d) The Consultant acknowledges that by the very nature of its relationship with the Company, it, from time to time, will have knowledge of or access to material non-public information of the Company and GTC, as such term is defined in the Securities Act of 1933, as amended (the “Securities Act”). The Consultant agrees and covenants that (i) it will not make any purchases, sales or other transactions in the securities of the Company based on or while in possession of any material non-public information, and (ii) it will use its best efforts to safeguard and prevent the dissemination of such material non-public information to third parties.

(e) Consultant agrees that at any time and from time to time, upon the request of the Company or GTC, to do, execute, acknowledge and deliver, or cause to be done, executed, acknowledged and delivered, all such further acts, documents and instruments as may be required to effect any of the transactions contemplated by this Agreement.

(f) As an inducement for the Company and GTC to enter into this Agreement, Consultant represents and warrants to the Company and GTC that all Services, work and deliverables to be performed hereunder shall be performed by it in a professional and workmanlike manner in accordance with the highest industry standards.

3. CONSULTING FEE.

(a) Subject to the provisions hereof, the Company shall pay Consultant a consulting fee of five thousand dollars ($5,000) for each month it is providing Services to the Company and GTC, which fee shall be reviewed by the Parties after thirty (30) days from the Effective Date and may be adjusted by the Parties at such time (the "Consulting Fee").

(b) Consultant shall be entitled to reimbursement for all reasonable and necessary expenses, which expenses which if over $500 were approved in writing by the Company prior to their incurrence, incurred in the performance of the Services, upon submission of supporting appropriate written statements and receipts.

(c) The Consultant agrees that all Services will be rendered by it as an independent contractor and that this Agreement does not create an employer-employee relationship, agency, partnership, co-venturer or other similar relationship between the Consultant and the Company or GTC, any law of any jurisdiction to the contrary notwithstanding, and that neither the Company nor GTC will incur any liability as a result of Consultant’s actions hereunder. The Consultant shall at all times disclose that it is an independent contractor of the Company and GTC and will not hold itself out as, or represent to any third party that it is, an agent, partner, officer, director, co-venturer, representative or employee of the Company or GTC in connection with this Agreement or the performance of the Services hereunder or otherwise. Consultant shall have no power to enter into any agreement on behalf of, or otherwise bind, the Company, and Consultant shall not enter into any contract or commitment on behalf of the Company. The Consultant shall have no right to receive any employee benefits offered to employees of the Company or GTC including, but not limited to, workers compensation coverage, stock option or incentive plans, health and accident insurance, life insurance, sick leave and/or vacation. Consultant agrees to pay, and shall be solely liable for, all taxes including self-employment taxes due in respect of the Consulting Fee, and agrees to indemnify the Company and GTC in the event the Company or GTC is required to pay any such taxes on behalf of the Consultant.

4. EARLY TERMINATION OF THE TERM.

(a) This Agreement and Consultant’s engagement hereunder may be terminated for any reason or for no reason by either Party upon thirty (30) days prior written notice by either Party to the other.

(b) Upon termination under Section 4(a), no Party shall have any further obligations under this Agreement, except for the obligations that by their terms survive this termination as noted in Section 16 hereof. Upon termination of this Agreement and, in any case, upon the Company’s or GTC’s request, the Consultant shall return immediately to the Company all Confidential Information, as hereinafter defined, and copies thereof, all documents or other written materials generated by Consultant in the performance of the Services hereunder and all other property of the Company or GTC.

5. RESTRICTED ACTIVITIES. During the Term and for a period of one (1) year from the date of the termination of Consultant’s engagement hereunder, Consultant will not, directly or indirectly, individually or as a consultant to, or an employee, officer, director, manager, stockholder (except as the owner of less than 1% of the stock of a publicly traded company), partner, member or other owner or participant in any business entity other than the Company or GTC: (i) engage in or assist any other person or entity to engage in any business which competes with any business in which the Company or GTC is then engaging anywhere in the United States or the world where the Company or GTC does business; (ii) offer employment or any consulting arrangement to, hire, or otherwise interfere with the business relationship of the Company or GTC with, any person or entity who is, or was within the six month period immediately prior thereto, employed by, associated with or a consultant to the Company or GTC; (iii) solicit away from the Company or GTC or endeavor to entice away from the Company or GTC, or otherwise interfere with the business relationship of the Company or GTC with, any person or entity who is, or was within the six month period immediately prior thereto, a customer, dealer, distributor or client of, supplier, vendor or service provider to the Company or GTC.

6.	CONFIDENTIALITY; PROPRIETARY RIGHTS. The Consultant agrees that during the Term and thereafter:

(a) The Consultant will not at any time, directly or indirectly, disclose or divulge any Confidential Information (as hereinafter defined), except as required in connection with the performance of the Services hereunder as authorized in advance by the Company, and except to the extent required by law (but only after the Consultant has provided the Company with reasonable notice and opportunity to take action against any legally required disclosure). As used herein, “Confidential Information” means all trade secrets and all other information of a business, financial, marketing, technical, personnel or other nature relating to the business of the Company or GTC including, without limitation, any customer or vendor lists, investor information, prospective customer names, financial statements and projections, know-how, pricing policies, operational methods, methods of doing business, technical processes, policies, procedures, techniques, formulae, designs and design projects, know-how, specifications, inventions, computer hardware, software programs and source code, data relating to the development, research, testing, costs, marketing and uses of the Company’s or GTC’s products, business plans, budgets, and projects pertaining to the Company or GTC and including any information of others that the Company or GTC has agreed to keep confidential; provided, however, that Confidential Information shall not include any information that has entered or enters the public domain through no fault of the Consultant.

(b) The Consultant shall make no use whatsoever, directly or indirectly, of any Confidential Information at any time, except as required in connection with the performance of the Services hereunder.

(c) Upon the Company’s or GTC’s request at any time and for any reason and upon termination of this Agreement, the Consultant shall immediately deliver to the Company, or destroy if directed by the Company or GTC, all materials (including all soft and hard copies) in the Consultant’s possession which contain or relate to Confidential Information, all documents or other written materials generated by Consultant in the performance of the Services hereunder and all other property of the Company and GTC.

(d) All inventions, modifications, discoveries, designs, developments, improvements, processes, software programs, works of authorship, documentation, formulae, data, techniques, know-how, secrets or intellectual property rights or any interest therein (collectively, the “Developments”) made by the Consultant in connection with the performance of the Services pursuant hereto, either alone or in conjunction with others, at any time or at any place during the Term hereof, whether or not reduced to writing or practice during such consultancy period, which relate to the Company or GTC or the business in which the Company or GTC is engaged shall be and hereby are the exclusive property of the Company and GTC without any further compensation to the Consultant. In addition, without limiting the generality of the prior sentence, all Developments which are copyrightable work by the Consultant are intended to be “work made for hire” as defined in Section 101 of the Copyright Act of 1976, as amended, and shall be and hereby are the property of the Company and GTC.

(e) The Consultant shall promptly disclose all Developments to the Company and GTC. If any Development is not the property of the Company and/or GTC by operation of law, this Agreement or otherwise, the Consultant will, and hereby does, assign to the Company and/or GTC as appropriate all right, title and interest in such Development, without further consideration, and will assist the Company, GTC and its nominees in every way, at the Company’s expense, to secure, maintain and defend the Company’s or GTC’s rights in such Development. The Consultant shall sign all instruments necessary for the filing and prosecution of any applications for, or extension or renewals of, letters patent (or other intellectual property registrations or filings) of the United States or any foreign country that the Company or GTC desires to file and relates to any Development. The Consultant hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as such Consultant’s agent and attorney-in-fact (which designation and appointment shall be deemed coupled with an interest and shall survive the Consultant’s death or incapacity), to act for and in the Consultant’s behalf to execute and file any such applications, extensions or renewals and to do all other lawfully permitted acts to further the prosecution and issuance of such letters patent, other intellectual property registrations or filings, or such other similar documents with the same legal force and effect as if executed by the Consultant.

7.	REMEDIES; APPLICABILITY TO AFFILIATED COMPANIES.

Without limiting the remedies available to the Company or GTC, the Consultant acknowledges that a breach or a threatened breach of any of the covenants contained herein could result in irreparable injury to the Company and/or GTC for which there might be no adequate remedy at law, and that, in the event of such a breach or threat thereof, the Company and GTC shall be entitled to obtain a temporary restraining order and/or a preliminary injunction and a permanent injunction restraining the Consultant from engaging in any activities prohibited herein or such other equitable relief as may be required to enforce specifically any of such covenants herein. For purposes of this Agreement, the term “Company” shall include the Company, each of its affiliated companies, subsidiaries and parent company, as applicable, and their respective successors and assigns.

8. WAIVER. Any waiver by the Company or GTC of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach of the same or any other provision hereof. All waivers by the Company and GTC shall be in writing.

9. SEVERABILITY; REFORMATION. In case any one or more of the provisions or parts of a provision contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision or part of a provision of this Agreement; and this Agreement shall, to the fullest extent lawful, be reformed and construed as if such invalid or illegal or unenforceable provision, or part of a provision, had never been contained herein, and such provision or part reformed so that it would be valid, legal and enforceable to the maximum extent possible. Without limiting the foregoing, if any provision (or part of provision) contained in this Agreement shall for any reason be held to be excessively broad as to duration, activity or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the fullest extent compatible with then existing applicable law.

10. ASSIGNMENT. The Company and GTC shall have the right to assign their respective rights and obligations under this Agreement to a party which assumes the Company' or GTC’s respective obligations hereunder. Consultant shall not have the right to assign his rights or obligations under this Agreement without the prior written consent of the Company, whether by operation of law or otherwise.

11. HEADINGS. Headings and subheadings are for convenience only and shall not be deemed to be a part of this Agreement.

12. AMENDMENTS. This Agreement constitutes the entire agreement between the Parties hereto and replaces and supersedes all prior consulting and other agreements relating to the subject matter hereof, between the Parties to this Agreement and their affiliates. This Agreement may be amended or modified, in whole or in part, only by an instrument in writing signed by all Parties hereto. Any amendment, consent, decision, waiver or other action to be made, taken or given by the Company or GTC with respect to the Agreement shall be made, taken or given on behalf of the Company or GTC only by authority of the Company’s or GTC’s respective Boards of Directors.

13. NOTICES. Any notices or other communications required hereunder shall be in writing and shall be deemed given when delivered in person or when mailed, by certified or registered first class mail, postage prepaid, return receipt requested, addressed to the Parties at their addresses specified in the preamble to this Agreement or to such other addresses of which a Party shall have notified the others in accordance with the provisions of this Section 13; provided, however, the address set forth above for the Company shall be used only for personal or courier delivery and if notice is to be sent by mail, it shall be sent to the Company at Mail Code: SWC, Kennedy Space Center, FL 32899. Any notice or communications to GTC may be sent to the address of the Company.

14. COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall constitute an original and all of which shall be deemed a single agreement. Facsimile copies with signatures shall be given the same legal effect as an original.

15. GOVERNING LAW. This Agreement shall be construed in accordance with and governed for all purposes by the laws of State of Florida applicable to contracts executed and wholly performed within such jurisdiction, without regard to its internal choice of law analysis. Any dispute arising hereunder shall be referred to and heard only in an appropriate court of competent jurisdiction in Brevard County, Florida.

16. SURVIVAL. The provisions of Sections 2(d), 3(c), 5 to 17 of this Agreement shall survive the expiration of the Term or the termination of this Agreement.

17. INDEMNIFICATION. The Consultant shall defend, indemnify and hold harmless the Company, GTC and their respective officers, directors, employees, agents, parent, subsidiaries and other affiliates, from and against any and all damages, costs, liabilities and expenses whatsoever (including attorneys’ fees and related disbursements) incurred by reason of (i) any failure by Consultant to perform any covenant or agreement of Consultant set forth herein, (ii) injury to or death of any person or any damage to or loss of property which is due to the negligence and/or willful acts of Consultant, or (iii) any breach by Consultant of any representation, warranty, covenant or agreement under this Agreement. The Company and GTC shall have the right to offset against any fees or bonuses due Consultant under this Agreement the amount of any indemnity to which the Company is entitled under this Section 17 for damage, cost, liability, expense, fee or disbursement incurred by the Company or GTC.

[Remainder of Page Intentionally Left Blank]

EXECUTED effective as of the Effective Date.

WORLD SURVEILLANCE GROUP INC.	TRIDENT AERIAL RECON LLC


By: /s/ Glenn D. Estrella	By: /s/ Drew M. West
Name: Glenn D. Estrella	Name: Drew M. West
Title: President and CEO	Title: President

GLOBAL TELESAT CORP.

By:/s/ Glenn D. Estrella

Name: Glenn D. Estrella

Title: Director

Exhibit 10.5

SHARE CANCELLATION AND ASSIGNMENT AGREEMENT

This Share Cancellation and Assignment Agreement (the "Agreement") is entered as of December 10, 2014 by and between Denville and Dover Fund LLC (“Denville”) and World Surveillance Group Inc., a Delaware corporation (the "Company" and together with Denville, the “Parties”).

WHEREAS, Denville is the holder of 31,428,571 shares of the Company’s common stock, par value $0.00001 per share (the “Company Shares”) and, with respect to certain of these Company Shares, which were issued pursuant to a Securities Purchase Agreement between the Parties dated May 5, 2014 (the “Purchase Agreement”), Denville holds (i) a right of first refusal on certain future financings, (ii) piggyback registration rights, (iii) certain anti-dilution rights, and (iv) various other rights (collectively, the “Rights”);

WHEREAS, the Company is the record holder of Ten Million (10,000,000) shares of Series D Convertible Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), of Drone Aviation Holding Corp. (“Drone” and the shares of Preferred Stock, the “Drone Shares”);

WHEREAS, the Company and Denville entered into a Consulting Agreement dated May 5, 2014 (the “Consulting Agreement”), which the Parties have agreed to terminate; and

WHEREAS, Denville has agreed to return the Company Shares to the Company for cancellation, to terminate the Rights and to terminate the Consulting Agreement in consideration for the assignment of 3,000,000 of the Drone Shares (the “Assigned Drone Shares”) to Denville.

NOW, THEREFORE, in consideration of the mutual conditions and covenants contained in this Agreement, and for other good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged, it is hereby stipulated, consented to and agreed by and among the Parties as follows:

ARTICLE I

CANCELLATION AND ASSIGNMENT

1.1 Cancellation Of Company Shares and Assignment of Drone Shares. On the date hereof, Denville shall deliver certificates or a DRS statement for the Company Shares along with an irrevocable cancellation instruction (substantially in the form of Exhibit A annexed hereto) to the Company’s stock transfer agent for its common stock, American Stock Transfer & Trust Company, LLC for cancellation of the Company Shares, and the Company shall deliver to Denville (i) a lockup waiver substantially in the form of Exhibit B annexed hereto duly executed by the Company and Drone and (ii) certificate(s) or a DRS statement representing the Assigned Drone Shares along with duly endorsed medallion guarantee(s), executed in blank, along with an irrevocable letter of instruction for transfer to Denville (substantially in the form of Exhibit C annexed hereto) as full consideration for the return and cancellation of the Company Shares held by Denville. By execution of this Agreement and upon delivery of the Assigned Drone Shares for transfer, Denville hereby terminates the Rights granted to it pursuant to the Purchase Agreement.

1.2 Termination of Consulting Agreement. On the date hereof, the Parties hereby agree that the Consulting Agreement is terminated and of no further force or effect.

1.3 The Closing. The closing of the transactions contemplated herein (the “Closing”) shall take place on or prior to December 10, 2014 promptly following the execution hereof or at such later date as to which the parties shall agree.

ARTICLE II

REPRESENTATIONS AND WARRANTIES; INDEMNITIES

2.1 Representations and Warranties of the Company. Except as set forth in any disclosure schedule accompanying this Agreement which shall qualify any representations and warranties set forth herein, the Company hereby makes the following representations and warranties to the Denville:

(A) Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into, and to consummate the transactions contemplated by, this Agreement and otherwise to carry out its obligations hereunder. The execution and delivery of this Agreement by the Company and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Company, and no further action is required by the Company. Each of the documents contemplated by this Agreement has been duly executed by the Company and, when delivered in accordance with the terms hereof and assuming the due authorization, execution and delivery by Denville of each of the documents, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors’ rights generally from time to time in effect, and to general principles of equity (including concepts of materiality, reasonableness, good faith and fair dealing), regardless of whether considered in a proceeding in equity or at law.

(B) Ownership. The Company owns and is conveying to Denville all of its rights, title and interests to the Assigned Drone Shares, free and clear of all liens, mortgages, pledges, security interests, encumbrances or charges of any kind or description. Assuming the accuracy of the representations and warranties of Denville contained herein, upon consummation of the transaction contemplated hereby, good title in the Assigned Drone Shares shall vest in Denville free of all liens and other charges. Except as set forth in the Disclosure Schedule, there is no private or governmental action, suit, proceeding, claim, arbitration or investigation pending before any agency, court or tribunal, foreign or domestic, or, to the Company’s knowledge, threatened against the Company or any of the Company’s properties. Except as set forth in the Disclosure Schedule, there is no judgment, decree or order against the Company that could prevent, enjoin, alter or delay any of the transactions contemplated by this Agreement. No bankruptcy, receivership or debtor relief proceedings are pending or, to the Company’s knowledge, threatened against the Company.

(C) No Consents, Approvals, Violations or Breaches. Neither the execution and delivery of this Agreement by the Company, nor the consummation by the Company of the transactions contemplated hereby, will (i) require any consent, approval, authorization or permit of, or filing, registration or qualification, with or prior notification to, any governmental or regulatory authority under any law of the United States, any state or any political subdivision thereof applicable to the Company other than the filing of a Form 8-K pursuant to the rules and regulations promulgated by the Securities and Exchange Commission, (ii) violate any statute, law, ordinance, rule or regulation of the United States, any state or any political subdivision thereof, or any judgment, order, writ, decree or injunction applicable to the Company or any of the Company’s properties or assets, the violation of which would have a material adverse effect upon the Company, or (iii) violate, conflict with, or result in a breach of any provisions of, or constitute a default (or any event which, with or without due notice or lapse of time, or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company is a party or by which the Company or any of the Company’s properties or assets may be bound, which would have a material adverse effect upon the Company.

(D) Business of Drone. The Company is aware of Drone’s business affairs and financial condition and has reached an informed and knowledgeable decision to assign the Assigned Drone Shares to Denville. The Company expressly warrants and represents that (i) Denville has not made, and the Company disclaims the existence of or its reliance on, any representation by Denville concerning Drone or the Assigned Drone Shares; (ii) to its knowledge, the Company has no claims against Denville with respect to the foregoing and if any such claim may exist, the Company, recognizing its disclaimer of reliance and Denville’s reliance on such disclaimer as a condition to entering into this transaction, covenants and agrees not to assert it against Denville or any of Denville’s respective partners, representatives, agents or affiliates; and (iii) the Company waives and releases any claim that it might have against Denville or any of Denville’s respective partners, representatives, agents and affiliates whether under applicable securities law or otherwise, based on Denville’s knowledge, possession or nondisclosure to the Company of any material, non-public information concerning Drone or its direct and indirect subsidiaries.

2.2 Representations and Warranties of Denville. Denville represents and warrants to the Company as follows:

(A) Authorization; Enforcement. Denville has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder. The execution and delivery of this Agreement by Denville and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary action on the part of Denville, and no further action is required by Denville. Each of the documents contemplated by this Agreement has been duly executed by Denville and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of Denville enforceable against Denville in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors’ rights generally from time to time in effect, and to general principles of equity (including concepts of materiality, reasonableness, good faith and fair dealing), regardless of whether considered in a proceeding in equity or at law. There is no judgment, decree or order against Denville that could prevent, enjoin, alter or delay any of the transactions contemplated by this Agreement.

(B) No Consents, Approvals, Violations or Breaches. Neither the execution and delivery of this Agreement by Denville, nor the consummation by Denville of the transactions contemplated hereby, will (i) require any consent, approval, authorization or permit of, or filing, registration or qualification with, or prior notification to, any governmental or regulatory authority under any law of the United States, any state or any political subdivision thereof applicable to Denville, (ii) violate any statute, law, ordinance, rule or regulation of the United States any state or any political subdivision thereof, or any judgment, order, writ, decree or injunction applicable to Denville or any of its properties or assets, the violation of which would have a material adverse effect upon Denville, or (iii) violate, conflict with, or result in a breach of any provisions of, or constitute a default (or any event which, with or without due notice or lapse of time or both would constitute a default) under, or result in the termination of, or accelerate the performance required by, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Denville is a party or by which Denville or any of its respective properties or assets may be bound, which would have a material adverse effect upon Denville.

(C) Accredited Investor. Denville (i) is an “accredited investor,” as that term is defined in Regulation D under the Securities Act; (ii) has such knowledge, skill and experience in business and financial matters, based on actual participation, that Denville is capable of evaluating the merits and risks of an investment in Drone and the suitability thereof as an investment for Denville; (iii) has received such documents and information as it has requested and has had an opportunity to ask questions of representatives of Drone concerning the terms and conditions of the investment proposed herein, and such questions were answered to the satisfaction of Denville; and (iv) is in a financial position to hold the Assigned Drone Shares for an indefinite time and is able to bear the economic risk and withstand a complete loss of its investment in Drone.

ARTICLE III

MUTUAL RELEASE

3.1 Company Release. The Company does hereby irrevocably release, cancel, forgive and forever discharge Denville, each of its agents, affiliates, divisions, heirs, successors and assigns, and all of their officers, directors and employees (the “Denville Parties”), from all actions, claims, demands, damages, obligations, liabilities, controversies and executions, of any kind or nature whatsoever, in law or in equity, whether known or unknown, whether suspect or not, which the Company now has or may, can or shall have in the future against the Denville Parties that have arisen, or may have arisen, based upon or by reason of any matter, cause or thing from the first day of the world, through and including the date hereof, except only the obligations and agreements contained in this Agreement, and the Company does specially waive any claim or right to assert any cause of action or alleged cause of action or claim or demand which has, through oversight or error intentionally or unintentionally or through a mistake, been omitted from this Agreement.

3.2 Denville Release. Denville does hereby irrevocably release, cancel, forgive and forever discharge the Company, each of its agents, affiliates, divisions, heirs, successors and assigns, and all of their officers, directors and employees (the “Company Parties”), from all actions, claims, demands damages, obligations, liabilities, controversies and executions, of any kind or nature whatsoever, in law or in equity, whether known or unknown, whether suspect or not, which Denville now has or may, can or shall have in the future against the Company Parties that have arisen, or may have arisen, based upon or by reason of any matter, cause or thing from the first day of the world, through and including the date hereof except only the obligations and agreements contained in this Agreement, and Denville does specially waive any claim or right to assert any cause of action or alleged cause of action or claim or demand which has, through oversight or error intentionally or unintentionally or through a mistake, been omitted from this Agreement.

ARTICLE IV

MISCELLANEOUS

4.1 Entire Agreement; Amendments. The Agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, with respect to such matters.

4.2 Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile telephone number specified in this Agreement prior to 6:30 p.m. (New York City time) on a business day, (ii) the business day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile telephone number specified in this Agreement later than 6:30 p.m. (New York City time) on any date and earlier than 11:59 p.m. (New York City time) on such date, (iii) upon actual receipt by the party to whom such notice is required to be given at such address as set forth on the signature pages hereto or as such party may designate from time to time. The transmission confirmation receipt from the sender’s facsimile machine shall be evidence of successful facsimile delivery. Time shall be counted from the date of transmission.

4.3 Applicable Law, Venue and Jury Trial Waiver. This Agreement, the construction, interpretation, and enforcement hereof, and the rights of the parties hereto with respect to all matters arising hereunder or related hereto shall be determined under, governed by, and construed in accordance with the laws of the State of New York without regard to the choice of law principles thereof. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the State of New York located in The City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby, and hereby irrevocably waives any objection that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

4.4 Survival. The representations, warranties, agreements and covenants contained herein shall survive the Closing.

4.5 Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such facsimile signature page were an original thereof.

4.6 No Waiver. The waiver by any party of the breach of any of the terms and conditions of, or any right under, this Agreement shall not be deemed to constitute the waiver of any other breach of the same or any other term or condition or of any similar right. No such waiver shall be binding or effective unless expressed in writing and signed by the party giving such waiver.

4.7 Construction. The article and section headings contained in this agreement are inserted for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

4.8 Further Assurances. Each party will execute and deliver such further agreements, documents and instruments and take such further action as may be reasonably requested by the other party to carry out the provisions and purposes of this Agreement.

4.9. Attorneys’ Fees. In the event that it should become necessary for any party entitled hereunder to bring suit against any other party to this Agreement for a breach of this Agreement, the parties hereby covenant and agree that the party who is found to be in breach of this Agreement shall also be liable for all reasonable attorneys’ fees and costs of court incurred by the other parties. Provided, however, in the event that there has been no breach of this Agreement, whether or not the transactions contemplated hereby are consummated, each party shall bear its own costs and expenses (including any fees or disbursements of its counsel, accountants, brokers, investment bankers, and finder’s fees).

4.10. Acknowledgement and Waiver. The Company and Denville each hereby acknowledge that: Sichenzia Ross Friedman Ference LLP serves as counsel to Drone. Such firm does not represent either of the Company or Denville. The Company and Denville each has been advised by the foregoing counsel that in connection with this Agreement and the matters described herein, each of the Company and Denville should retain counsel of its choice with respect to this Agreement and the matters herein, and to obtain the advice of other counsel inasmuch as important rights may be involved or affected relative to the matters herein. No presumption against any party to this Agreement shall be asserted as a result of the drafting of or in connection with the drafting and negotiation of this Agreement and ancillary agreements.

[SIGNATURE PAGE FOLLOWS]

[SIGNATURE PAGE TO CANCELLATION AND ASSIGNMENT OF SHARES AGREEMENT]

THE COMPANY:

WORLD SURVEILLANCE GROUP INC.

/s/ Glenn D. Estrella

By: Glenn D. Estrella

Title: President

Address for Notice by personal or courier delivery:

State Road 405, Building M6-306A, Room 1400

Kennedy Space Center, FL 32815

Attn: President

Address for Notice by U.S. Mail:

Mail Code: SWC

Kennedy Space Center, FL 32899

Attn: President

Facsimile: 3210452-8965

DENVILLE AND DOVER FUND LLC

By: Paradox Capital Partners, LLC, its Managing Member

/s/ Harvey Kesner

By: Harvey Kesner

Title: Manager and Sole Member

Address for Notice: 4 South Orange Avenue, Unit No. 170

South Orange, NJ 07079

Attn: Denville and Dover

Exhibit 10.6

STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of the 10th day of December, 2014, by and between the person or entity listed as seller on the signature page hereto (the “Seller”) and each person or entity listed as a purchaser on the signature page hereto (each, a “Purchaser”).

W I T N E S S E T H:

WHEREAS, the Seller is the record or beneficial owner of the shares of Series D Convertible Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), of DRONE AVIATION HOLDING CORP., a Nevada corporation (the “Company”);

WHEREAS, the Seller desires to sell to Purchaser, and Purchaser desires to purchase from the Seller, the number of shares of Preferred Stock as listed on the signature page next to Purchaser’s name (collectively, the “Shares”), on and subject to the terms of this Agreement; and

WHEREAS, the Shares are subject to certain restrictions on resale by the Seller pursuant to a lockup agreement by and between the Company and the Seller dated June 3, 2014 (the “Lockup Agreement”).

NOW, THEREFORE, the parties hereto hereby agree as follows:

1. Sale of the Shares. Subject to the terms and conditions of this Agreement and waiver by the Company of the lockup restrictions on the Shares, and in reliance upon the representations, warranties, covenants and agreements contained in this Agreement, the Seller shall sell the Shares to the Purchaser, and the Purchaser shall purchase the Shares from the Seller, for a purchase price of $0.069 per share (the “Purchase Price”).

2. Closing.

(a) The purchase and sale of the Shares shall take place at a closing (the “Closing”), to be held on or prior to December 10, 2014 at the office of the Escrow Agent (as defined below), as shall be determined by the Purchaser on notice to the Seller.

(b) At the Closing:

(i) The Seller shall deliver to Equity Stock Transfer LLC, as escrow agent (the “Escrow Agent”), pursuant to the terms of the escrow agreement, attached hereto as Exhibit A, (the “Escrow Agreement”), a certificate (or certificates) or DRS statement representing the Shares, along with fully executed stock powers that are medallion guaranteed and duly endorsed in form for transfer to the Purchaser.

(ii) The Purchaser shall receive a fully executed waiver to the Lockup Agreement, substantially in the form attached hereto as Exhibit B, duly executed by the Company.

(iii) The Purchaser shall pay to the Seller the aggregate Purchase Price for the Shares by wire transfer of immediately available funds to the Escrow Agent pursuant to the terms of the Escrow Agreement.

(c) At and at any time after the Closing, the parties shall duly execute, acknowledge and deliver all such further assignments, conveyances, instruments and documents, and shall take such other action consistent with the terms of this Agreement to carry out the transactions contemplated by this Agreement.

(d) All representations, covenants and warranties of the Purchaser and Seller contained in this Agreement shall be true and correct on and as of the Closing Date with the same effect as though the same had been made on and as of such date.

3. Representations and Warranties of the Purchaser. Purchaser hereby makes the following representations and warranties to the Seller:

(a) Purchaser has the requisite power and authority to enter into this Agreement, the execution and delivery of which has been duly authorized, if appropriate, and to consummate the transactions contemplated hereby and otherwise to carry out its obligations hereunder. This Agreement constitutes a valid and legally binding obligation of the Purchaser, except as may be limited by bankruptcy, reorganization, insolvency, moratorium and similar laws of general application relating to or affecting the enforcement of rights of creditors, and except as enforceability of the obligations hereunder are subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law). No consent, approval or agreement of any individual or entity is required to be obtained by the Purchaser in connection with the execution and performance by the Purchaser of this Agreement or the execution and performance by the Purchaser of any agreements, instruments or other obligations entered into in connection with this Agreement.

(b) Purchaser represents and warrants that no person is entitled to receive a finder’s fee from Purchaser in connection with this Agreement as a result of any action taken by the Purchaser pursuant to this Agreement, and agrees to indemnify and hold harmless the Seller, and its employees, and affiliates, in the event of a breach of this representation and warranty. This representation and warranty shall survive the Closing.

4. Representations and Warranties of the Seller. Except as set forth in the Disclosure Schedule attached hereto (the “Disclosure Schedule”), which shall qualify any representation or warranty set forth herein, the Seller hereby makes the following representations and warranties to the Purchaser:

(a) Seller owns the Shares free and clear of any and all liens, claims, encumbrances, preemptive rights, and rights of first refusal.

(b) Seller has the requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby and otherwise to carry out Seller’s obligations hereunder. No consent, approval or agreement of any individual or entity is required to be obtained by the Seller in connection with the execution and performance by the Seller of this Agreement or the execution and performance by the Seller of any agreements, instruments or other obligations entered into in connection with this Agreement, other than consents or approvals that have been obtained prior to Closing.

(c) Except as set forth on the Disclosure Schedule, there is no private or governmental action, suit, proceeding, claim, arbitration or investigation pending before any agency, court or tribunal, foreign or domestic, or, to the Seller’s knowledge, threatened against the Seller or any of Seller’s properties. Except as set forth on the Disclosure Schedule, there is no judgment, decree or order against the Seller that could prevent, enjoin, alter or delay any of the transactions contemplated by this Agreement.

(d) No bankruptcy, receivership or debtor relief proceedings are pending or, to the Seller’s knowledge, threatened against the Seller.

(e) The Seller is aware of the Company’s business affairs and financial condition and has reached an informed and knowledgeable decision to sell the Shares.

(f) Seller expressly warrants and represents that (i) no Purchaser has made, and Seller disclaims the existence of or its reliance on, any representation by any Purchaser concerning the Company or the Shares; (ii) to its knowledge, Seller has no claims against any Purchaser with respect to the foregoing and if any such claim may exist, Seller, recognizing its disclaimer of reliance and the Purchaser’s reliance on such disclaimer as a condition to entering into this transaction, covenants and agrees not to assert it against any Purchaser or any of Purchaser’s partners, representatives, agents or affiliates; and (iii) Seller waives and releases any claim that it might have against any Purchaser or any of Purchaser’s partners, representatives, agents and affiliates whether under applicable securities law or otherwise, based on any Purchaser’s knowledge, possession or nondisclosure to Seller of any material, non-public information concerning the Company and its direct and indirect subsidiaries.

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6. Termination by Mutual Agreement. This Agreement may be terminated at any time by mutual consent of the parties hereto, provided that such consent to terminate is in writing and is signed by all of the parties hereto.

7. Miscellaneous.

(a) Entire Agreement. This Agreement constitutes the entire agreement of the parties, superseding and terminating any and all prior or contemporaneous oral and written agreements, understandings or letters of intent between or among the parties with respect to the subject matter of this Agreement. No part of this Agreement may be modified or amended, nor may any right be waived, except by a written instrument which expressly refers to this Agreement, states that it is a modification or amendment of this Agreement and is signed by the parties to this Agreement, or, in the case of waiver, by the party granting the waiver. No course of conduct or dealing or trade usage or custom and no course of performance shall be relied on or referred to by any party to contradict, explain or supplement any provision of this Agreement, it being acknowledged by the parties to this Agreement that this Agreement is intended to be, and is, the complete and exclusive statement of the Agreement with respect to its subject matter. Any waiver shall be limited to the express terms thereof and shall not be construed as a waiver of any other provisions or the same provisions at any other time or under any other circumstances.

(b) Severability. If any section, term or provision of this Agreement shall to any extent be held or determined to be invalid or unenforceable, the remaining sections, terms and provisions shall nevertheless continue in full force and effect.

(c) Notices. All notices provided for in this Agreement shall be in writing signed by the party giving such notice, and delivered personally or sent by overnight courier, mail or messenger against receipt thereof or sent by registered or certified mail, return receipt requested, or by facsimile transmission or similar means of communication if receipt is confirmed or if transmission of such notice is confirmed by mail as provided in this Section 7(c). Notices shall be deemed to have been received on the date of personal delivery or telecopy or attempted delivery.

(d) Applicable Law, Venue and Jury Trial Waiver. This Agreement, the construction, interpretation, and enforcement hereof, and the rights of the parties hereto with respect to all matters arising hereunder or related hereto shall be determined under, governed by, and construed in accordance with the laws of the State of New York without regard to the choice of law principles thereof. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the State of New York located in The City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby, and hereby irrevocably waives any objection that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

(e) Reserved.

(f) Parties to Pay Own Expenses. Each of the parties to this Agreement shall be responsible and liable for its own expenses incurred in connection with the preparation of this Agreement, the consummation of the transactions contemplated by this Agreement and related expenses.

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(g) Successors. This Agreement shall be binding upon the parties and their respective heirs, executors, administrators, legal representatives, successors and assigns; provided, however, that neither party may assign this Agreement or any of its rights under this Agreement without the prior written consent of the other party.

(h) Further Assurances. Each party to this Agreement agrees, without cost or expense to any other party, to deliver or cause to be delivered such other documents and instruments as may be reasonably requested by any other party to this Agreement in order to carry out more fully the provisions of, and to consummate the transaction contemplated by, this Agreement.

(i) Counterparts. 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 and the same instrument.

(j) No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties with the advice of counsel to express their mutual intent, and no rules of strict construction will be applied against any party.

(k) Headings. The headings in the Sections of this Agreement are inserted for convenience only and shall not constitute a part of this Agreement.

(l) Legal Representation. Each party hereto acknowledges that it has been represented by independent legal counsel in the preparation of the Agreement. Each party recognizes and acknowledges that counsel to the Company has represented other shareholders of the Company and may, in the future, represent others in connection with various legal matters and each party waives any conflicts of interest and other allegations that it has not been represented by its own counsel.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

SELLER: WORLD SURVEILLANCE GROUP INC.

By: /s/ Glenn D. Estrella

Name: Glenn D. Estrella

Title: President

Number of Aggregate Shares being sold: 200,000

Address for personal or courier delivery:

State Road 405, Building M6-306A, Room 1400

Kennedy Space Center, FL 32815

Address for U.S. mail delivery:

Mail Code: SWC

Kennedy Space Center, FL 32899

PURCHASER:

Name:

By:

Title:

Number of Shares being bought:

Aggregate Purchase Price:

Address:

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