Exhibit 10.13


 


MANUFACTURING AGREEMENT


 


This MANUFACTURING AGREEMENT
(this “Agreement”) is entered into this        day of November, 2016, by and
between DRONE USA, Inc. (“DRUS”),a Delaware corporation with offices at One World Trade Center, 285 Fulton Street,
85th Floor, New York, NY 10007, and Empirical Systems Aerospace, Inc. (“ESAero”) a [California] corporation (“Manufacturer”),
with offices at P.O. Box 595, Pismo Beach, CA 93448, both DRUS and Manufacturer collectively referred to as the Parties and each
individually as a Party.


 


WHEREAS, this Agreement
concerns the manufacturing and development of DRUS’s low altitude unmanned aerial vehicles (“UAVs”) or unmanned aerial
systems;


 


WHEREAS, the Parties
desire assistance with the manufacturing and integration of the component parts of DRUS’s UAVs to facilitate commercialization
of such UAVs;


 


WHEREAS, Manufacturer
has the ability to provide these services;


 


NOW, THEREFORE, for
and in consideration of the mutual covenants and promises set forth in the Agreement and other valuable consideration, the receipt
and sufficiency of which is hereby mutually acknowledged, the Parties agree to the following covenants, provisions, terms and conditions
as follows:


 


GRANT OF MANUFACTURING RIGHTS:


 


		1.	Right to Manufacture. Manufacturer is hereby granted the right to manufacture components
of DRUS UAV and other models and enhancements that will be designed in the future for a commercially reasonable price based on
agreed to manufacturing costs. DRUS will ensure that Manufacturer will not be limited in its ability to fabricate and/or assemble
the UAV in accordance with specifications and plans and to meet the time requirements set forth in the to be negotiated Purchase
Orders and Sales Agreements with customers.



 


		2.	Sourcing of Components. At DRUS request, Manufacturer will manage procurement of
components of the UAV and manage the supply chain for manufacturing the UAV.



 


		3.	Plan of Manufacturing. Manufacturer is currently analyzing and developing a manufacturing
and assembly plan to meet DRUS’s anticipated sales needs and price structure.



 


		4.	Coordination with BRVANT. Manufacturer will cooperate with BRVANT as requested by
DRUS to perform its manufacturing and procurement services.



 


		5.	Term. The initial term of this Agreement is three (3) years with one (1) year renewals.



  




    
	DRUS Manufacturing Agreement	Page 1




     


    

 


		6.	Price. Manufacturer agrees to offer DRUS its best financial price and terms for
                                                               manufacturing the UAV system. DRUS agrees after to pay Manufacturer’s Government approved rates on a time and materials
                                                               (“T&M”) or cost plus fixed fee (“CPFF”) basis, such fees to be adjusted quarterly. Manufacturer
                                                               shall not charge any fee during the first year of this Agreement but shall charge a fee of 10% after the first year, provided, however,
                                                               that the situation involving Turkey shall be negotiated further by the Parties in the future. Manufacturer agrees to explore
                                                               a payment by DRUS based upon manufacturing lots on a firm fixed price (“FFP”) basis. (See Formula Photo Attached
                                                               –  Exhibit A)



 


		7.	Manufacturing Capacity and Quality Assurance. Manufacturer will provide sufficient
capacity and superior quality control to meet the anticipated growth in sales as contemplated by the Parties. Manufacturer will
make an investment in its facilities sufficient to provide optimal quality and timeliness required to meet demand as scheduled
by the Parties and to properly serve DRUS’s sales efforts. This includes ISO certifications, manufacturing engineering, manufacturing
design, training and staffing, OSHA compliance, certification testing and warranty. Additionally, Manufacturer will provide visitation,
inspection and other customer related assurances with notice to maintain high level customer relationships. ESAero Investment will
tie directly to DRUS sales projections and guaranteed manufacturing.



 


		8.	Costs and expectations. It is expected that for the first four units of each UAV
flavor, for purposes of demonstrators and manufacturing learning curve, Drone USA and ES Aero will share the costs. Drone USA will
bring the products, and ES Aero will provide the integration, prepare the units for demonstration, and prepare production lines
for follow up manufacturing. It is understood that if there are material costs, i.e. sensors, batteries, etc., Drone USA will cover
them. Also, should a major redesign be required as a result of an initial bad design, Drone USA will look for a way to fairly compensate
ES Aero.



 


		9.	Attendance at Customer and Vendor Meetings. Manufacturer will attend customer and
vendor meetings at the request of DRUS. DRUS agrees to pay the reasonable expenses of Manufacturer for attending such meetings.



 


		10.	Intellectual Property License and Ownership. DRUS is the owner of the UAV technology
and shall license at no charge to Manufacturer the technology to Manufacturer to manufacture, assemble, install, support and service
DRUS’s UAVs.



 


		11.	Inspection. Manufacturer will provide access to DRUS’s representatives with reasonable
notice to all manufacturing facilities for the UAV system, including computer systems that contain DRUS information.



 




    
	DRUS Manufacturing Agreement	Page 2




     


    

 


		12.	Manufacturing Invoicing and Sales Agreements. The Parties will collectively formulate
a sales and invoicing process that meets their respective needs.



 


GENERAL PROVISIONS


 


		13.	Intellectual Property (IP). What Drone come to the table with (IP) is Drones. What
EsAero comes to the table with (IP) is ESAeros. Resulting IP beyond the date of this agreement will belong to both Drone USA and
ESAero.



 


		14.	Confidentiality. Each Party hereby undertakes to the other to keep confidential and
not to disclose to any other person (other than their respective employees, agents or professional advisers who need to know same),
and not in any event to make use of for its own purposes, any information concerning the business or affairs of the other, or the
subject matter of this Agreement which either party may divulge or supply to the other or to which the other is allowed access
or which it otherwise obtains, and also to use all reasonable endeavors to assure that their respective employees, agents and professional
advisers observe the same obligation of confidentiality. For other customers or venders, ESAero will take precautions including
executing NDA’s as a reasonable endeavor to ensure confidentiality



 


		15.	No Announcements or Public Releases. DRUS or Manufacturer may not make any announcement
to the public regarding any actual or potential joint business objectives that will be mutually undertaken with or without this
Agreement without the prior written consent of the other Party.



 


		16.	Mediation and Arbitration. Any dispute or misunderstanding between the Parties that
cannot be resolved in a businesslike manner will be settled by mandatory mediation and if not successful, binding arbitration,
under the Commercial Rules of the American Arbitration Association. The location of any dispute resolution meetings will be New
York City. The arbitrator is authorized to award reasonable attorney’s fees to the party



 


		17.	Benefit and Assignment. This Agreement will be binding upon and will inure to the
benefit of the Parties executing this Agreement and their respective successors and assigns.



 


		18.	Entirety of Understanding. This Agreement supersedes any previous oral or written
agreements between the Parties in relation to the subject matter of this Agreement and represents the current understanding between
the Parties in relation to the subject hereof. Any waiver or any term or condition of this Agreement or any breach will not operate
as a waiver of any such terms, condition or breach, an no failure to enforce any provision hereof will operate as a waiver of such
provision or of any other provision in this Agreement. Any other relevant matters not specifically provided for in this Agreement
may be mutually agreed upon between the Parties and may be expressed in other succeeding written documents effective only when
signed by both Parties.



 




    
	DRUS Manufacturing Agreement	Page 3




     


    

 


		19.	Choice of Law. This Agreement and the rights and obligations of the parties hereunder
shall be construed, interpreted and enforced in accordance with the substantive and procedural laws of the State of New York, without
regard to the law relating to conflicts and choice of law. If any of the provisions or parts of this Agreement are invalid under
any applicable statutes or rule of law, they shall, to that extent, be deemed to be omitted from this Agreement while all other
provisions of this Agreement not so affected shall remain valid and binding.



 


[Signature Page Follows]


 




    
	DRUS Manufacturing Agreement	Page 4




     


    

 


IN WITNESS WHEREOF,
the Parties listed below, who hereby acknowledge they have the legal capacity to execute this Agreement and bind their respective
organizations, with the intent to be legally bound thereby, have executed this Agreement as follows


 


	 	DRONE USA, INC.
	 	 	 
	 	By:	/s/ Michael Bannon
	 	 	Name: Michael Bannon
	 	 	Its:
	 	 	 
	 	EMPIRICAL SYSTEMS AEROSPACE, INC.
	 	 	 
	 	By:	/s/ Andrew R. Gibson
	 	 	Name: Andrew R. Gibson
	 	 	Its: President/Aerospace Engineer


 


[Signature Page to Manufacturing Agreement]


 




    
	DRUS Manufacturing Agreement	Page 5




     


    

  


SUBLEASE AGREEMENT


 


between


 


EMPIRICAL SYSTEMS AEROSPACE, INC.


 


Sublessor


 


and


 


DRONE USA, INC.


 


Sublessee


 


Dated as of November 17th, 2016


 




    	 	 	 



     


    

 


SUBLEASE AGREEMENT


 


This Sublease Agreement
(this “Sublease”) dated as of November 17th, 2016 is entered into by and between EMPIRICAL SYSTEMS AEROSPACE, INC.,
having a mailing address at P.O. Box 595, Pismo Beach, CA 93448 (the “Sublessor”), and Drone USA, Inc., having it principal
office at One World Trade Center, 285 Fulton Street, 85th Floor, New York, NY 10007 (the “Sublessee”).


 


WITNESSETH:


 


WHEREAS, pursuant to
a certain Lease, dated November 17th, 2016 (the “Lease”), by and between Empirical Systems Aerospace, Inc, as landlord
(the “Landlord”) and the Sublessor, as tenant, (the “Premises”) comprising                                ,
as more particularly described in the Lease, of the building located at 3580 Sueldo, San Luis Obispo, 93401 (the “Building”);
and


 


WHEREAS, Sublessor desires
to sublet to Sublessee, and Sublessee desires to sublet from Sublessor, the Premises consisting of approximately            
rentable square feet (the “Sublet Space”), see exhibit B Andy’s email dated 11/15/17, to conduct Sublessor’s
business of the development and manufacturing of unmanned aerial vehicles (“UAVs”), on the terms and conditions hereinafter
set forth;


 


NOW, THEREFORE, for and
in consideration of the rental payments to be made hereunder by Sublessee to Sublessor and the mutual terms, provisions, covenants
and conditions hereinafter set forth, the parties hereby agree as follows:


 


1.    Demised
Sublet Space. Sublessor does hereby sublease to Sublessee, and Sublessee does hereby take and hire from Sublessor, the Sublet
Space for the term and upon the conditions hereinafter set forth.


 


2.    Term.
(a) The term (the “Term”) of this Sublease shall commence on February 1st, 2017 (or such later date as Sublessor provides
possession of the Sublet Space, the “Sublease Commencement Date”) and shall terminate at midnight EDT on January 31st,
2019 (the “Sublease Expiration Date”), unless sooner terminated as provided herein or pursuant to law unless 60 days
prior to the Sublease Expiration Date Sublessee notifies Sublessor that Sublessee desires to extend the Term for up to an additional
24 months.


 


(a)   Sublessor
and Sublessee agree to execute and deliver any documentation and/or furnish any information reasonably requested by Landlord and
otherwise cooperate reasonably with each other and Landlord in connection with obtaining the required consent of Landlord.


 


(b)  When the Sublease
Commencement Date has occurred and been established, Sublessor and Sublessee shall, within 30 days of a request by Sublessor or
Sublessee, execute an agreement confirming such date as the Sublease Commencement Date. Any failure of the parties to execute such
agreement shall not affect the validity of the Sublease Commencement Date or the Sublease Expiration Date.


 


3.    Basic Rent.
Sublessee hereby covenants and agrees to pay to Sublessor commencing on the Sublease Commencement Date and ending on the Sublease
Expiration Date, in the manner hereinafter provided, basic rent (the “Basic Rent”) of $180,000 per annum, payable
in equal monthly installments of $15,000, which sum shall, at Sublessee’s election, be increased to $16,500 per month should
the Sublease be extended at Sublessee’s election for an additional period of time following the 36th month from
the date of this Agreement. Each monthly installment of Basic Rent shall be payable in advance on the first day of each calendar
month during the Term without notice or demand and without abatement, deduction or set-off of any amount whatsoever.


 






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4.     Use of
Sublet Space. Sublessee may use and occupy the Sublet Space for executive offices, administrative offices, and/or general
offices for the conduct of any lawful and reputable business not prohibited by the Lease, and for no other purposes whatsoever.
In no event shall Sublessee use or occupy the Sublet Space in a manner inconsistent with the provisions of the Lease. Sublessee
acknowledges and agrees (i) that the Sublet Space will be accessible only through Sublessor’s Space and, therefore, Sublessee
covenants and agrees that it shall conduct, and shall cause its employees, agents and representatives and guests to conduct, their
activities in a professional manner that is not disruptive to the peaceful enjoyment by Sublessor and its employees, agents, representatives
and guests of the Sublessor’s Space, (ii) other than as a means of ingress and egress, Sublessee shall not use any of the
reception area, lobby or conference area in the Sublessor’s Space, and (iii) Sublessee shall take all actions necessary
or desirable to ensure the security of the Premises, including without limitation the Sublessor’s Space.


 


5.     Release
from Liability. Each party hereby agrees to cause all insurance policies carried by such party with respect to the Sublet Space
or the Premises to comply with any of the provisions of the Lease, which provisions, if any, are incorporated herein by reference,
with respect to obtaining waivers of subrogation endorsements and releases of liability from the insurers. The releases, if any,
contained in the Lease are incorporated herein and made applicable to Sublessor and Sublessee.


 


6.     Surrender
of Premises. On the Sublease Expiration Date, whether the Sublease Expiration Date occurs by expiration, lapse of time or otherwise,
or the sooner termination of this Sublease, Sublessee, at Sublessee’s sole cost and expense, shall quit and surrender the
Sublet Space to Sublessor in the same condition (reasonable wear and tear excepted) in which Sublessor has delivered the Sublet
Space to Sublessee, including, without limitation, the removal of all of Sublessee’s Changes and the restoration of the Sublet
Space to its existing condition and finishes on the Sublease Commencement Date, provided that Sublessor may request Sublessee
to surrender the Sublet Space in its then existing condition Sublessee hereby consents and agrees that if Sublessee should “hold
over” after the termination or expiration of this Sublease, Sublessee shall pay to Sublessor for use and occupancy of the
Sublet Space for each month or part thereof during which Sublessee shall hold over, a sum equal to two (2) times the Basic Rent
and any additional rent payable hereunder during the last full month of the Term. Sublessee hereby indemnifies and holds Sublessor
harmless from and against any costs, expenses (including, without limitation, attorneys’ fees), damages or liabilities (including,
without limitation, any liability of Sublessor to Landlord) arising from the failure of Sublessee to surrender the Sublet Space
in accordance with the terms of this Sublease upon the termination or expiration of this Sublease.


 


7.     Sublessor’s
Representations and Warranties Sublessor covenants, warrants and represents:


 


(a)     that
Sublessor is a corporation duly organized, validly existing, and in good standing under the laws of its state or country of organization;


 


(b)     that
Sublessor has all requisite corporate power and authority to execute, deliver, and

perform its obligations under this Sublease, and the execution, delivery and performance of this Sublease by the Sublessor, and
the consummation of all transactions contemplated hereby, have been duly authorized by all necessary corporate action of the Sublessor
and will not violate any laws or governmental or court regulations or orders or, subject to obtaining the consent of Landlord to
this Sublease, any agreements to which the Sublessor is a party or is subject or by which it is otherwise bound; and


 




    	 	3	 



     


    

 


(c)     Sublessor
has delivered a true and complete copy of the Lease, within 90 days, to Sublessee and there are no other agreements between Sublessor
and Landlord with respect to the Sublet Space:


 


(d)     the
Lease is in full force and effect and, to the best knowledge of Sublessor, there is no material default by Sublessor or Landlord
thereunder;


 


(e)     Sublessor
shall comply with all of the terms of the Lease and make all payments under the Lease except to the extent the failure to so comply
or make any payment is due to Sublessee’s default hereunder; and


 


(f)     Sublessor
shall indemnify, defend and hold Sublessee harmless from and against any and all claims, liabilities, damages, losses or expenses
(including, without limitation, reasonable attorneys fees) which may be imposed or incurred by Sublessee by reason of a breach
of the covenant set forth in subparagraph (e) above.


 


8.     Sublessee’s Representations
and Warranties Sublessee covenants, warrants and represents that:


 


(a)     Sublessee
is a Delaware corporation duly organized, validly existing and in good standing under the laws of the State of Delaware;


 


(b)     Sublessee
has all requisite corporate power and authority to execute, deliver and perform its obligations under this Sublease, and the execution,
delivery and performance of this Sublease by the Sublessee, and the consummation of all transactions contemplated hereby, have
been duly authorized by all necessary corporate action of Sublessee and will not violate any laws or governmental or court regulations
or orders or any agreements of which Sublessee is a party or is subject or by which it is otherwise bound;


 


(c)     Sublessee
shall perform all of its obligations under this Sublease (including, without limitation, all of the obligations arising under the
Lease which are incorporated herein by reference);


 


(d)     that
Sublessee will not do or omit to do anything which would constitute a default under the provisions of the Lease incorporated herein
by reference; and


 


9.      Broker.
Sublessor and Sublessee each represents to the other that no broker has been engaged by such party with respect to this Sublease.
Each party shall indemnify the other from and against any losses, including reasonable attorneys’ fees, incurred by the other
party resulting from breach of the representation in this Section 21.


 


10.    Notice.
Any notice, demand, request or other communication (each, a “notice”) to Sublessee with respect to this Sublease shall
be deemed properly given if sent in writing by registered mail, return receipt requested, by electronic mail with confirmation
of receipt or by hand delivery or by an overnight delivery service which provides evidence of delivery, addressed to Sublessee’s
address at the Sublet Space (or, prior to the Sublease Commencement Date, at Sublessee’s mailing address stated in the preamble
to this Agreement). Any notice to Sublessor shall also be sent to Akerman LLP, 750 Ninth Street, N.W., Suite 750, Washington, D.C.
20001, Attention: Ernest M. Stern, Esq. Each party shall have the right to designate by notice in writing by registered mail or
by hand delivery such other address to which such party’s notice is to be sent. All notices shall be deemed given on the
date of actual receipt by the party to whom such notice is addressed.


 




    	 	4	 



     


    

 


11.    Governing
Law. The laws of the State of New York shall govern the rights, duties and remedies of the parties hereto and construction
and interpretation of the terms and provisions hereof.


 


12.    Headings.
The headings contained in this Sublease are for convenience only and are not to be deemed a part hereof.


 


13.    Successors
and Assigns The terms, covenants and provisions contained herein shall be binding upon and shall inure to the benefit of the
parties hereto and their respective permitted successors and assigns.


 


14.    Counterparts.
This Sublease may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall
be an original, but all of such counterparts shall together constitute but one and the same instrument


 


15.    Furnishings.
Sublessee shall take good care of and maintain in at least its present condition the furniture and furnishings (if any) included
in the Sublet Space. At all times, Sublessor shall be the owner of the furniture and fixtures (if any) included in the Sublet Space.


 


16.    Exhibit
A. Paulo’s understanding of this lease agreement.


 


17.    Exhibit
B. Andy’s answers to Dennis’ questions concerning how much space Drone USA Inc. will have in this lease.


 


[Signature Page Follows]


 




    	 	5	 



     


    

 


IN WITNESS WHEREOF, Sublessor
and Sublessee herein have duly executed this Sublease Agreement as of the day and year first above written.


 


	 	SUBLESSOR:
	 	 
	 	EMPIRICAL SYSTEMS AEROSPACE, INC.
	 	 	 
	 	By:	/s/ Andrew Gibson
	 	 	Name: Andrew Gibson
	 	 	Title: CEO
	 	 	 
	 	SUBLESSEE:
	 	 
	 	DRONE USA, INC.
	 	 	 
	 	By:	/s/ Michael Bannon
	 	 	Name: Michael Bannon
	 	 	Title: President


 




    	 	6	 



     


    

 


Exhibit A


 


This lease agreement between Drone USA Inc. and ES AERO is signed
with objectives over and above payment for real estate; It comprises an intent for a longterm relationship of cooperation through
synergies and common growth objectives. Hence, it encompasses the following expectations:


 


		1.	Priority responding to campaign requirements



 


		2.	Access to Engineering and Manufacturing resources



 


		3.	Joint response to tenders through the development of priced-to-win proposals



 


		4.	Open access to the plant



 


		5.	Support during customer, investor, and audit visits and meetings



 


		6.	Dedicated manufacturing and office space



 


		7.	Logo placement on outer and inner walls



 


It is with a resilient intention of mutual success though a long-term
relationship through cooperative efforts as described above, and aiming at a future acquisition of ES AERO, that Drone USA embarks
into this venture and endorses this lease agreement.


 




    	 	7	 



     


    

 


Exhibit B





 

Michael Bannon From:
Michael Bannon Sent: Wednesday, November 16, 2016 1:43 PM To: Michael Bannon Subject: Fwd: Lease questions Sent from my iPhone
Begin forwarded message: From: Dennis Antonelos <dennis@droneusainc.com> Date: November 15, 2016 at 4:20:17 PM EST To: Michael
Bannon <mike@droneusainc.com> Subject: FW: Lease questions From: Andrew Gibson [mailto:andrew.gibson@esaero.com] Sent: Tuesday,
November 15, 2016 3:58 PM To: Dennis Antonelos <dennis@droneusainc.com>; benjamin.schiltgen@esaero.com; ‘Ike Bayraktar’
<ikebavraktar@aol.com> Subject: RE: Lease questions So I’ll take a stab since I’m sitting in this meeting 1.
Total is 32,220 sq.ft. What was originally envisioned being a facility access agreement, was for Drone to receive whatever is
required as ESAero would prioritize your needs. But, since it’s now a sublease, it will be 9,000 - 10,000 sq.ft. total;
it’s flexible pending requirements, and if we end up needing way more space for Drone (a good problem), we can adjust the
agreement or built it into ESAero overhead. That’s a good future problem we can deal with when we get there. 2. Office space
is ~8,000 sq.ft. Total, and Drone will use 2,000 of that, also pending requirements. As for exactly what it is, again we are flexible.
We are planning for you guys to have some executive office space, and have some space in the general engineering area. 3. As a
facility access agreement, the 15K was going to apply to both rent/NNN and 0/H expenses. As a sublease, we might be able to keep
it the same way; the 15K includes everything. But as a sublease, does Drone need to pay their portion of utilities? I actually
haven’t thought about this yet. Thanks, Andy






     


     


    

 





 

Andrew R. Gibson
President/Aerospace Engineer Empirical Systems Aerospace and rew.d ibso nAesa e ro com Linkedin (P) 805.275.1053 (C) 805 704.1865
www.esaero.com From: Dennis Antonelos [mailto:dennis@droneusainc.com] Sent: Tuesday, November 15, 2016 12:44 PM To: benjamin.schiltgen@esaero.com
Cc: Andrew Gibson Subject: Lease questions Hello Ben, Dennis here from Drone USA, it’s nice to meet you over email. I wanted
to ask you some specific questions around the lease and since you’re in charge of finance, I thought you’d be the
man to reach out to. ? What is the total sf of the facility? What sf will Drone USA receive? ? How many offices or office sf are
in the facility? What office sf/# offices will Drone receive? ? Can you breakdown the $15,000/mo figure for me? Is it all being
applied towards rent, or is a portion being applied to overhead costs as well? If so, what overhead costs are included, and which
will be the responsibility of Drone? Not trying to complicate things, but we have to satisfy some reporting obligations (PubCo
audit) and the Board is asking for a little more clarity as well. Look forward to hearing back and to meeting you in person. Best
regards, Dennis Dennis Antonelos dennis@droneusainc.com (917) 710-0398 One World Trade Center, 85th Floor 285 Fulton Street New
York, NY 10007-0103 This email has been checked for viruses by Avast antivirus software. www.avast.com Dennis Antonelos dennis@droneusainc.com
(917) 710-0398 One World Trade Center, 85th Floor 285 Fulton Street New York, NY 10007-0103