REGISTRATION RIGHTS AGREEMENT


 


REGISTRATION
RIGHTS AGREEMENT (this "Agreement"), dated as of January 22, 2018, by
and between DRONE GUARDER, INC., a Nevada corporation (the "Company"),
and AUCTUS FUND, LLC, a Delaware limited liability company (together with it permitted
assigns, the "Buyer"). Capitalized terms
used herein and not otherwise defined herein shall have the respective meanings set forth in the equity purchase agreement by and
between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to
time, the "Purchase Agreement").


 


WHEREAS:


 


The
Company has agreed, upon the terms and subject to the conditions of the Purchase Agreement, to sell to the Buyer that certain convertible
promissory note in the principal amount of


$165,000.00
(the "Note"), and to induce the Buyer
to enter into the Purchase Agreement, the Company has agreed to provide certain registration rights under the Securities Act of
1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively, the "Securities
Act"), and applicable state securities laws.


 


NOW,
THEREFORE, in consideration of the promises and the mutual covenants contained herein and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Company and the Buyer hereby agree as follows:


 


		1.	DEFINITIONS.



 


As used in this Agreement, the following
terms shall have the following meanings:


 


a.                  
"Investor" means the Buyer, any transferee or assignee thereof to whom a Buyer assigns its rights
under this Agreement in accordance with Section 9 and who agrees to become bound by the provisions of this Agreement, and any transferee
or assignee thereof to whom a transferee or assignee assigns its rights under this Agreement in accordance with Section 9 and who
agrees to become bound by the provisions of this Agreement.


 


b.                 
"Person" means any individual or entity including but not limited to any corporation, a limited
liability company, an association, a partnership, an organization, a business, an individual, a governmental or political subdivision
thereof or a governmental agency.


 


c.                  
"Register," "registered," and "registration"
refer to a registration effected by preparing and filing one or more registration statements of the Company in compliance with
the Securities Act and/or pursuant to Rule 415 under the Securities Act or any successor rule providing for offering securities
on a continuous basis ("Rule 415"), and the declaration or ordering of effectiveness of such registration statement(s)
b. y
the United States Securities and Exchange Commission (the "SEC").


 


d.                 
"Registrable Securities" means all of the shares of Common Stock into which the Note is convertible
into, which have been, or which may, from time to time be issued, including without limitation all of the shares of common stock
which have been issued or will be issued to the Investor under the Purchase Agreement (without regard to any limitation or restriction
on purchases), shares of common stock issued to the Investor as a result of any stock split, stock dividend, recapitalization,
exchange or similar event or otherwise, without regard to any limitation on purchases under the Purchase Agreement.


 




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c.                  
Upon request of the Investor, the Company shall furnish to the Investor, (i) promptly after the same is prepared
and filed with the SEC, at least one copy of such registration statement and any amendment(s) thereto, including financial statements
and schedules, all documents incorporated therein by reference and all exhibits, (ii)
upon the effectiveness of any registration statement, a copy of the prospectus included in such registration statement and
all amendments and supplements thereto (or such other number of copies as the Investor may reasonably request) and (iii) such other
documents, including copies of any preliminary or final prospectus, as the Investor may reasonably request from time to time in
order to facilitate the disposition of the Registrable Securities owned by the Investor. For the avoidance of doubt, any filing
available to the Investor via the SEC's live EDGAR system shall be deemed "furnished to the Investor" hereunder.


 


d.                  
The Company shall use reasonable best efforts to (i) register and qualify the Registrable
Securities covered by a registration statement under such other securities or "blue sky" laws of such jurisdictions in
the United States as the Investor reasonably requests, (ii) prepare and file in those jurisdictions, such amendments (including
post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness
thereof during the Registration Period, (iii)
take such other actions as may be necessary to maintain such registrations and qualifications in effect at all times during the
Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registrable Securities for
sale in such jurisdictions; provided, however, that the Company shall not be required in connection therewith or as a condition
thereto to (x) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section
3(d), (y) subject itself to general taxation in any such jurisdiction, or
(z) file a general consent to service of process in any such jurisdiction. The Company shall promptly notify the Investor who holds
Registrable Securities of the receipt by the Company of any notification with respect to the suspension of the registration or
qualification of any of the Registrable Securities for sale under the securities or "blue sky" laws of any jurisdiction
in the United States or its receipt of actual notice of the initiation or threatening of any proceeding for such purpose.


 


e.                  
As promptly as practicable after becoming aware of such event or facts, the Company
shall notify the Investor in writing of the happening of any event or existence of such facts as a result of which the prospectus
included in any registration statement, as then in effect,
includes an untrue statement of a material fact or omits to state a material fact required
to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not
misleading, and promptly prepare a supplement or amendment to such registration statement to correct such untrue statement or omission,
and deliver a copy of such supplement or amendment to the Investor (or such other number of copies as the Investor may reasonably
request). The Company shall also promptly notify the Investor in writing (i) when a prospectus or any prospectus supplement or
post-effective amendment has been filed, and when a registration statement or any post-effective amendment has become effective
(notification of such effectiveness shall be delivered to the Investor by email or facsimile on the same day of such effectiveness
and by overnight mail), (ii) of any request by the SEC for amendments or supplements to any registration statement or related prospectus
or related information, and (iii) of the Company's reasonable determination that a post-effective amendment to a registration statement
would be appropriate.


 


f.                  
The Company shall use its reasonable best efforts to prevent the issuance of any stop order or other suspension of
effectiveness of any registration statement, or the suspension of the qualification of any Registrable Securities for sale in any
jurisdiction and, if such an order or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest
possible moment and to notify the Investor of the issuance of such order and the resolution thereof or its receipt of actual notice
of the initiation or threat of any proceeding for such purpose.


 




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e.
"Registration Statement" means one or more registration statements of the Company covering only the sale of the
Registrable Securities.


 


		2.	REGISTRATION.



 


a.                   Mandatory
Registration. The Company shall, within ten (10) calendar days from the date hereof, file
with the SEC an initial Registration Statement covering the maximum number of Registrable Securities as shall be permitted
(in any event, not less than the Reserved Amount (as
defined in the Note) (the "Reserved Amount") initially) to be included thereon in accordance with applicable SEC
rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor, including
but not limited to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as
mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the
aggregate number of authorized shares of the Company's
Common Stock then available for issuance in its Certificate of lncorporation. The initial Registration Statement shall
register only the Registrable Securities unless signed written consent from the Investor is obtained by the Company. The
Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any
amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and
the Company shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably
requested by the Company for inclusion therein. The Company shall have the Registration Statement and any amendment declared
effective by the SEC at the earliest possible date (in any event within ninety (90) calendar days from the date hereof). The
Company shall keep the Registration Statement effective, including but not limited to pursuant to Rule 415 promulgated under
the Securities Act and available for the resale by the Investor of all of the Registrable Securities covered thereby at
all times until the earlier of (i) the date as of which the Investor may sell all of the Registrable Securities without
restriction pursuant to Rule 144 promulgated under the Securities and (ii) the date on
which the Investor shall have sold all the Registrable Securities covered thereby (the "Registration
Period"). The Registration Statement (including any amendments or supplements thereto and prospectuses contained
therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated
therein, or necessary to make the statements therein, in
light of the circumstances in which they were made, not misleading.


 


b.                 
Rule 424 Prospectus. The Company shall, as required by applicable securities
regulations, from time to time file with the SEC, pursuant to Rule 424 promulgated under the Securities Act,
the prospectus and prospectus supplements, if any,
to be used in connection with sales of the Registrable Securities under the Registration Statement.
The Investor and its counsel shall have a reasonable opportunity to review and comment upon such prospectus prior to its filing
with the SEC, and the Company shall give due consideration to all such comments. The Investor shall use its reasonable best efforts
to comment upon such prospectus within one (1) Business Day from the date the Investor receives the final pre-filing version of
such prospectus.


 


c.                  
Sufficient Number of Shares Registered. In the event the number of shares available
under the Registration Statement is insufficient to cover all of the Registrable Securities (in any event, not less than the Reserved
Amount), the Company shall amend the Registration Statement or file a new Registration
Statement (a "New Registration
Statement” ), so
as to cover
all of such Registrable
Securities (subject to the limitations set forth in Section 2(a)) as soon as practicable, but in any event not later than
ten (10) Business Days after the necessity therefor arises, subject to any limits that may be imposed by the SEC pursuant to Rule
415 under the Securities Act. The Company shall use it reasonable best efforts to cause such amendment and/or New Registration
Statement to become effective as soon as practicable following the filing thereof. In
the event that any of the Registrable Securities are not included in the
Registration Statement, or have not been included in any New Registration Statement and


 




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the
Company files any other registration statement under the Securities Act (other than on Fonn S-4, Fonn S-8,
or with respect to other employee related plans or rights offerings) ("Other Registration Statement")
then the Company shall include such remaining Registrable Securities in such Other Registration Statement.


 


d.                     
Offering. If the staff of the SEC (the "Staff') or the SEC seeks to characterize any offering
pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit
such Registration Statement to become effective and be used for resales by the Investor under Rule 415 at then-prevailing market
prices (and not fixed prices), or if after the filing of the initial Registration Statement with the SEC pursuant to Section 2(a),
the Company is otherwise required by the Staff or the SEC to reduce the number of Registrable Securities included in such initial
Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such initial Registration
Statement (with the prior consent, which shall not be unreasonably withheld, of the Investor and its legal counsel as to the specific
Registrable Securities to be removed therefrom) until such time as the Staff and the SEC shall so permit such Registration Statement
to become effective and be used as aforesaid. In the event of any reduction in Registrable Securities pursuant to this paragraph,
the Company shall file one or more New Registration Statements in accordance with Section 2(c) until such time as all Registrable
Securities have been included in Registration Statements that have been declared effective and the prospectus contained therein
is available for use by the Investor. Notwithstanding any provision herein or in the Purchase Agreement to the contrary, the Company's
obligations to register Registrable Securities (and any related conditions to the Investor's obligations) shall be qualified as
necessary to comport with any requirement of the SEC or the Staff as addressed in this Section 2(d).


 


		3.	RELATED OBLIGATIONS.



 


With
respect to the Registration Statement and whenever any Registrable Securities are to be registered pursuant to Section 2 including
on any New Registration Statement, the Company shall use its reasonable best efforts to effect the registration of the Registrable
Securities in accordance with the intended method of disposition thereof and, pursuant thereto, the Company shall have the following
obligations:


 


a.                  
The Company shall prepare and file with the SEC such amendments (including post-effective amendments) and supplements
to any registration statement and the prospectus used in connection with such registration statement, which prospectus is to be
filed pursuant to Rule 424 promulgated under the Securities Act, as may be necessary to keep the Registration Statement or any
New Registration Statement effective at all times during the Registration Period, and, during such period, comply with the provisions
of the Securities Act with respect to the disposition of all Registrable Securities of the Company covered by the Registration
Statement or any New Registration Statement until such time as all of such Registrable Securities shall have been disposed of in
accordance with the intended methods of disposition by the seller or sellers thereof as set forth in such registration statement.


 


b.                  
The Company shall permit the Investor to review and comment upon the Registration Statement or any New Registration
Statement and all amendments and supplements thereto at least two (2) Business Days prior to their filing with the SEC, and not
file any document in a form to which Investor reasonably objects. The Investor shall use its reasonable best efforts to comment
upon the Registration Statement or any New Registration Statement and any amendments or supplements thereto within two (2) Business
Days from the date the Investor receives the final version thereof. The Company shall furnish to the Investor, without charge any
correspondence from the SEC or the staff of the SEC to the Company or its representatives relating to the Registration Statement
or any New Registration Statement.


 




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g.                  
The Company shall (i) cause all the Registrable Securities to be listed on each securities
exchange on which securities of the same class or series issued by the Company are then listed, if any, if the listing of such
Registrable Securities is then permitted under the rules of such exchange, or


(ii)
secure designation and quotation of all the Registrable Securities on the Principal Market. The Company shall pay all fees and
expenses in connection with satisfying its obligation under this Section.


 


h.                  
The Company shall cooperate with the Investor to facilitate the timely preparation and delivery
of certificates (not bearing any restrictive legend) representing the Registrable Securities to be offered pursuant to any registration
statement and enable such certificates to be in such denominations or amounts as the Investor may reasonably request and registered
in such names as the Investor may request.


 


1.       The
Company shall at all times provide a transfer agent and registrar with respect to its Common Stock.


 


j.             
If reasonably requested by the Investor, the Company shall (i) immediately incorporate in
a prospectus supplement or post-effective amendment such information as the Investor believes should be included therein relating
to the sale and distribution of Registrable Securities, including, without limitation, information with respect to the number of
Registrable Securities being sold, the purchase price being paid therefor and any other terms of the offering of the Registrable
Securities;


(ii) make
all required filings of such prospectus supplement or post-effective amendment as soon as practicable upon notification of the
matters to be incorporated in such prospectus supplement or post effective amendment; and (iii) supplement or make amendments to
any registration statement.


 


k.                  
The Company shall use its reasonable best efforts to cause the Registrable Securities covered
by any registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary
to consummate the disposition of such Registrable Securities.


 


I.                   
Within one (1) Business Day after any registration statement which includes
the Registrable Securities is ordered effective by the SEC, the Company shall deliver, and shall cause legal counsel for the Company
to deliver, to the transfer agent for such Registrable Securities (with copies to the Investor) confirmation that such registration
statement has been declared effective by the SEC in the form attached hereto as Exhibit A. Thereafter, if requested by the
Buyer at any time, the Company shall require its counsel to deliver to the Buyer a written confirmation whether or not the effectiveness
of such registration statement has lapsed at any time for any reason (including, without limitation, the issuance of a stop order)
and whether or not the registration statement is current and available to the Buyer for sale of all of the Registrable Securities.


 


m.
The Company shall take all other reasonable actions necessary to expedite and facilitate disposition by the Investor of Registrable
Securities pursuant to any registration statement.


 




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		4.	OBLIGATIONS OF THE INVESTOR.



 


a.                 
The Company shall notify the Investor in writing of the information the Company reasonably requires from the Investor
in connection with any registration statement hereunder. The Investor shall furnish to the Company such information regarding itself,
the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall
be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection
with such registration as the Company may reasonably request.


 


b.                 
The Investor agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation
and filing of any registration statement hereunder.


 


c.                  
The Investor agrees that, upon receipt of any notice from the Company of the happening of any event or existence
of facts of the kind described in Section 3(f) or the first sentence of 3(e), the Investor will immediately discontinue disposition
of Registrable Securities pursuant to any registration statement(s) covering such Registrable Securities until the Investor's receipt
of the copies of the supplemented or amended prospectus contemplated by Section 3(f) or the first sentence of 3(e). Notwithstanding
anything to the contrary, the Company shall cause its transfer agent to promptly deliver shares of Common Stock without any restrictive
legend in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect
to which an Investor has entered into a contract for sale prior to the Investor's receipt of a notice from the Company of the happening
of any event of the kind described in Section 3(f) or the first sentence of Section 3(e)
and for which the Investor has not yet settled.


 


		5.	EXPENSES OF REGISTRATION.



 


All
reasonable expenses, other than sales or brokerage commissions, incurred in connection with registrations, filings or qualifications
pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualifications fees, printers and accounting
fees, and fees and disbursements of counsel for the Company, shall be paid by the Company.


 


		6.	INDEMNIFICATION.



 


a.                 
To the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend the
Investor, each Person, if any, who controls the Investor, the members, the directors, officers, partners, employees, agents, representatives
of the Investor and each Person, if any, who controls the Investor within the meaning of the Securities Act or the Securities Exchange
Act of 1934, as amended (the "Exchange Act") (each, an "Indemnified Person"), against any losses,
claims, damages, liabilities, judgments, fines, penalties, charges, costs, attorneys' fees, amounts paid in settlement or expenses,
joint or several, (collectively, "Claims") incurred in investigating, preparing or defending any action, claim,
suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative
or other regulatory agency, body or the SEC, whether pending or threatened, whether or not an indemnified party is or may be a
party thereto ("Indemnified Damages"), to which any of them may become subject insofar as such Claims (or actions
or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement or
alleged untrue statement of a material fact in the Registration Statement, any New Registration Statement or any post-effective
amendment thereto or in any filing made in connection with the qualification of the offering under the securities or other "blue
sky" laws of any jurisdiction in which Registrable Securities are offered ("Blue Sky Filing"), or the omission
or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading,
(ii) any untrue statement or alleged untrue statement of a material fact contained in the
final prospectus (as


 




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amended or supplemented,
if the Company files any amendment thereof or supplement thereto with the SEC) or the omission
or alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances
under which the statements therein were made, not misleading, (iii) any violation or alleged violation by the Company of the Securities
Act, the Exchange Act, any other law,
including, without
limitation, any state securities law,
or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities
pursuant to the Registration Statement or any New Registration Statement or (iv) any material violation by the Company of this
Agreement (the matters in the foregoing clauses (i) through (iv) being, collectively, "Violations"). The Company
shall reimburse each Indemnified Person promptly as s.uch
expenses are incurred and are due and payable,
for any reasonable legal fees or other reasonable expenses incurred by them in connection with
investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement
contained in this Section 6(a): (i) shall not apply to a Claim by an Indemnified Person arising out of or based upon a Violation
which occurs in reliance upon and in conformity with information about the Investor furnished in writing to the Company by such
Indemnified Person expressly for use in connection with the preparation of the Registration Statement, any New Registration Statement
or any such amendment thereof or supplement thereto, if such prospectus was timely made available by the Company pursuant to Section
3(c) or Section 3(e); (ii) with respect to any superseded prospectus, shall
not inure to the benefit of any such person from whom the person asserting any such Claim purchased the Registrable Securities
that are the subject thereof (or to the benefit of any person controlling such person) if the untrue statement or omission of material
fact contained in the superseded prospectus was corrected in the revised prospectus, as then amended or supplemented, if such revised
prospectus was timely made available by the Company pursuant to Section 3(c) or Section 3(e), and the Indemnified Person was promptly
advised in writing not to use the incorrect prospectus prior to the use giving rise to a violation and such Indemnified Person,
notwithstanding such advice, used it; (iii) shall
not be available to the extent such Claim is based on a failure of the Investor to deliver or to cause to be delivered the prospectus
made available by the Company, if such prospectus was timely made available by the Company pursuant to Section 3(c) or Section
3(e); and (iv) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written
consent of the Company, which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of the Indemnified Person and shall survive the transfer of the Registrable
Securities by the Investor pursuant to Section 9.


b.                 
Promptly after receipt by an Indemnified Person or Indemnified Party under this Section
6 of notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving a Claim,
such Indemnified Person or Indemnified Party shall, if
a Claim in respect thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifying party
a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and,
to the extent the indemnifying party so desires, jointly with any other indemnifying party
similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party and the
Indemnified Person or the Indemnified Party, as the case may be; provided,
however,
that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel
with the fees and expenses to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying
party, the
representation by such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate
due to actual or potential differing interests between such Indemnified Person or Indemnified Party and any other party represented
by such counsel in such proceeding. The Indemnified Party or Indemnified Person shall cooperate fully with the indemnifying party
in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying
party all information reasonably available to the Indemnified Party or Indemnified Person which relates to such action or claim.
The indemnifying party shall keep the Indemnified Party or Indemnified Person fully apprised at all times as to the status of the
defense or any settlement negotiations with respect thereto. No indemnifying party


 




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shall
be liable for any settlement of any action, claim or proceeding effectuated without its written consent, provided, however, that
the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the
consent of the Indemnified Party or Indemnified Person, consent to entry of any judgment or enter into any settlement or other
compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified
Party or Indemnified Person of a release from all liability in respect to such claim or litigation. Following indemnification as
provided for hereunder, the indemnifying party shall be subrogated to all rights of the Indemnified Party or Indemnified Person
with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The failure
to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve
such indemnifying party of any liability to the Indemnified Person or Indemnified Party under this Section 6, except to the extent
that the indemnifying party is prejudiced in its ability to defend such action.


 


c.                  
The indemnification required by this Section 6 shall be made by periodic payments of the
amount thereof during the course of the investigation or defense, as and when bills are received or Indemnified Damages are incurred.


 


d.                  
The indemnity agreements contained herein shall be in addition to (i)
any cause of action or similar right of the Indemnified Party or Indemnified Person against the indemnifying party or others,
and (ii) any liabilities the indemnifying party may be subject to pursuant to the law.


 


		7.	CONTRIBUTION.



 


To
the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make
the maximum contribution with respect to any amounts for which it would otherwise be liable under Section 6 to the fullest extent
permitted by law; provided, however, that: (i) no seller of Registrable Securities guilty of fraudulent misrepresentation (within
the meaning of Section ll(f) of the Securities Act) shall be entitled to contribution from any seller of Registrable Securities
who was not guilty of fraudulent misrepresentation; and (ii) contribution by any seller of Registrable Securities shall be limited
in amount to the net amount of proceeds received by such seller from the sale of such Registrable Securities.


 


		8.	REPORTS AND DISCLOSURE UNDER THE SECURITIES ACTS.



 


With
a view to making available to the Investor the benefits of Rule 144 promulgated under the Securities Act or any other similar rule
or regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration
("Rule 144"), the Company agrees, at the Company's sole expense, to:


 


a.
defined in Rule 144;


make and keep public information
available, as those terms are understood and


 


b.                  
file with the SEC in a timely manner all reports and other documents required of the Company
under the Securities Act and the Exchange Act so long as the Company remains subject to such requirements and the filing of such
reports and other documents is required for the applicable provisions of Rule 144;


 


c.                   
furnish to the Investor so long as the Investor owns Registrable Securities, promptly upon
request, (i) a written statement by the Company that it has complied with the reporting and or disclosure provisions of Rule 144,
the Securities Act and the Exchange Act, (ii) a copy of the most


 




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recent
annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information
as may be reasonably requested to permit the Investor to sell such securities pursuant to Rule 144 without registration; and


 


d.                  
take such additional action as is requested by the Investor to enable the
Investor to sell the Registrable Securities pursuant to Rule 144, including,
without limitation,
delivering all such legal opinions,
consents, certificates, resolutions and instructions to the Company'
s Transfer Agent as may be requested from time to time by the Investor and
otherwise fully cooperate with Investor and Investor's broker to effect such sale of securities pursuant to Rule 144.


 


The
Company agrees that damages may be an inadequate remedy for any breach of the terms and provisions of this Section 8 and that Investor
shall, whether or not it is pursuing any remedies at law,
be entitled to equitable relief in the form of a preliminary or permanent injunctions, without
having to post any bond or other security, upon any breach or threatened breach of any such terms or provisions.


 


		9.	ASSIGNMENT OF REGISTRATION RIGHTS.



 


The
Company shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Investor.


 


		10.	AMENDMENT OF REGISTRATION RIGHTS.



 


No
provision of this Agreement may be amended or waived by the parties from and after the date that is one Business Day immediately
preceding the initial filing of the Registration Statement with the SEC. Subject to the immediately preceding sentence,
no provision of this Agreement may be (i) amended other than by a written instrument signed
by both parties hereto or (ii) waived other than in a written instrument signed by the party against whom enforcement of such waiver
is sought. Failure of any party to exercise any right or remedy under this Agreement or otherwise,
or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof.


 


		11.	MISCELLANEOUS.



 


a.                   
A Person is deemed to be a holder of Registrable Securities whenever such
Person owns or is deemed to own of record such Registrable Securities. If the Company receives conflicting instructions,
notices or elections from two or more Persons with respect to the same Registrable
Securities, the Company shall act upon the basis of instructions, notice or election received from the registered owner of such
Registrable Securities.


 


b.                  
Any notices, consents, waivers or other communications required or permitted to be given
under the terms of this Agreement must be in writing and will be deemed to have been delivered:


		(i)	upon receipt, when delivered personally; (ii) upon receipt, when sent
by facsimile or email; or (iii) one



		(1)	Business Day after deposit
with a nationally recognized overnight delivery service, in
each case properly addressed to the party to receive the same. The addresses for such communications shall be:






 




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If to the
Company, to:


 


DRONE GUARDER,
INC.


86-90 Paul Street


London, England
EC2A 4NE


e-mail:
adarn@droneguarder.com If to the Investor:


AUCTUS FUND, LLC


177
Huntington Avenue, 17th Floor Boston, MA 02115


Attn:
Lou Posner Facsimile: (617) 532-6420


 


or
at such other address and/or facsimile number and/or to the attention of such other person as the recipient party has specified
by written notice given to each other party three (3) Business Days prior to the effectiveness of such change. Written confirmation
of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B)
mechanically or electronically generated by the sender's facsimile machine or email account containing the time, date, recipient
facsimile number or email address, as applicable, and an image of the first page of such transmission or (C) provided by a nationally
recognized overnight delivery service, shall be rebuttable evidence of personal service, receipt by facsimile or receipt from a
nationally recognized overnight delivery service in accordance with clause (i), (ii)
or (iii) above, respectively.


 


c.                  
The corporate laws of the State of Nevada shall govern all issues concerning this Agreement. All other questions
concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws
of the State of Nevada, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of
Nevada or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Nevada.
Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the Commonwealth
of Massachusetts, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated
hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim
that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an
inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal
service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such
party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process
in any manner permitted by law. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such
invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction
or the validity or enforceability of any provision of this Agreement in any other jurisdiction. 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
HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 




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d.                  
This Agreement and the Purchase Agreement constitute the entire agreement among the parties
hereto with respect to the subject matter hereof and thereof. There are no restrictions, promises, warranties or undertakings,
other than those set forth or referred to herein and therein. This Agreement and the Purchase Agreement supersede all prior agreements
and understandings among the parties hereto with respect to the subject matter hereof and thereof.


 


e.                  
Subject to the requirements of Section 9, this Agreement shall inure to the benefit of and
be binding upon the successors and permitted assigns of each of the parties hereto.


 


f.                   
The headings in this Agreement are for convenience of reference only and shall not limit
or otherwise affect the meaning hereof.


 


g.                  
This Agreement may be executed in identical counterparts, each of which shall be deemed
an original but all of which shall constitute one and the same agreement. This Agreement, once executed by a party, may be delivered
to the other party hereto by facsimile transmission or by e mail in a ".pdf' format data file of a copy of this Agreement
bearing the signature of the party so delivering this Agreement.


 


h.                 
Each party shall do and perform, or cause to be done and performed, all such further acts
and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party
may reasonably request in order to carry out the intent and accompHsh the purposes of this Agreement and the consummation of the
transactions contemplated hereby.


 


i.                   
The language used in this Agreement will be deemed to be the language chosen by the parties
to express their mutual intent and no rules of strict construction will be applied against any party.


 


j.             
This Agreement is intended for the benefit of the parties hereto and their respective successors
and permitted assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.


 


 


 


******




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


 


 


 


THE
COMPANY: 


DRONE GUARDER,
INC.


 


 



 


	
        By: . /s/ Adam Taylor








Name: ADAM TAYLOR


Title: CHIEF EXECUTIVE OFFICER


 


 



 


INVESTOR:


 





AUCTUS FUND, LLC


 


 


	
        By:






Name: LOU POSNER


Title: MANAGING DIRECTOR


 








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