RESTRICTED STOCK AGREEMENT


 


THIS RESTRICTED STOCK
AGREEMENT (the “Agreement”), dated as of December 28, 2011 is made by and between World Surveillance
Group Inc., a Delaware corporation (“Company”), and Daniyel Erdberg, Glenn D. Estrella, Barbara M. Johnson,
and W. Jeffrey Sawyers (collectively, the “Employees”, and each individually, an “Employee”,
and together with the Company, the “Parties”, or each individually, a “Party”).


 


WHEREAS,
the Compensation Committee of the Company’s Board of Directors has granted an aggregate of 5.0 million shares (the “Shares”)
of common stock, par value $0.00001 per share, of the Company (the
“Common Stock”) to the Employees pursuant to the 2011 Equity Compensation Incentive Plan (the “Plan”)
in such individual amounts as set forth below each Employee’s name on the signature page hereto, as compensation for remaining
with the Company in addition to and not in lieu of any accrued salaries on the books of the Company; and


 


WHEREAS, the Parties
agree that the Shares shall be subject to the restrictions set forth below in this Agreement.


 


NOW, THEREFORE, for
good and valuable consideration, the receipt and sufficiency of which the parties hereby acknowledge the parties agree as follows:


 


1.      Grant.
On the terms and conditions and subject to the restrictions, including forfeiture, hereinafter set forth, the Company hereby grants
pursuant to the Plan to each Employee, and each Employee hereby accepts, a restricted stock award of that number of Shares as set
forth below such Employee’s name on the signature page hereto.  The grants are made effective as of the date hereof
(the “Effective Date”).  The Shares shall be issued in book-entry or stock certificate form in the names
of the Employees as of the Effective Date and delivered to the Employees on the Effective Date or as soon thereafter as practicable.  


 


2.      Taxes. The Company shall pay
all payroll and other taxes in connection with this grant and the issuance of the Shares owing either by the Company and/or the
Employees (other than individual income taxes and/or capital gains taxes on any subsequent sale by the Employee of the Shares).
The Company shall bonus to the Employee in cash no later than ten (10) business days before the date such taxes are due the amount
of any such taxes due and payable by such Employee in connection with this grant and the issuance of the Shares.


 


3.      Representations
and Warranties and Covenants. Each Party hereby represents, warrants and covenants to the other Party, on behalf of itself
and no other Party, as follows:


 


a.   Authorization.
Each Party represents for itself and no other Party that:


 


i.   It has all requisite
power and authority to execute and deliver this Agreement, and to carry out and perform its obligations under the terms hereof.
All action on the part of such Party necessary for the authorization, execution, delivery and performance of this Agreement, and
the performance of all of such Party’s obligations herein, has been taken.


 



    	



    	 



    

  


ii.   This Agreement,
when executed and delivered by it, will constitute the valid and legally binding obligation of such Party, enforceable in accordance
with its terms except: (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general
application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability
of specific performance, injunctive relief or other equitable remedies or by general principles of equity.


 


iii.   No consent, approval,
authorization, order, filing, registration or qualification of or with any court, governmental authority or third person is required
to be obtained by it in connection with the execution and delivery of this Agreement by such Party or the performance of such Party’s
obligations hereunder.


 


b.
  Brokers or Finders. Each Party represents that it has not engaged any brokers, finders or agents, and that the other
Party has not, and will not, incur, directly or indirectly, as a result of any action taken by it, any liability for brokerage
or finders’ fees or agents’ commissions or any similar charges in connection with this Agreement and the transactions
related hereto.


 


4.          Governing Law; Entire Agreement;
Counterparts. The interpretation of this Agreement shall be governed by the internal laws of the State of Delaware, without
regards to the principles of conflicts of laws thereof. This Agreement contains the entire agreement of the Parties with respect
to the subject matter hereof and supercedes all prior agreements and understandings, oral or written, with respect to such matters,
and there are no representations, covenants, or other agreements except as stated or referred to herein. Neither this Agreement
nor any of the provisions herein shall be modified, waived, discharged, or terminated except by an instrument in writing signed
by the Party against whom any modification, waiver, discharge, or termination is sought. This Agreement may be executed through
the use of separate signature pages or in any number of counterparts, and each of such counterparts shall, for all purposes, constitute
one agreement binding on all the Parties, notwithstanding that all Parties are not signatories to the same counterpart.


 


5.        Restrictions. During a period
from the date of this Agreement until January 31, 2012, an Employee’s Shares shall be forfeited by such Employee in the event
during such period either such Employee voluntarily terminates his or her employment with the Company or such Employee is terminated
by the Company as a result of his or her violation of a criminal statute which constitutes a felony. In such case of forfeiture,
Employee shall promptly transfer such forfeited Shares back to the Company. Subject to the provisions of this Agreement, upon the
issuance of the Shares to an Employee, Employee shall become the owner thereof for all purposes and shall have all rights as a
stockholder, including voting rights and the right to receive dividends and distributions, with respect to the Shares but he or
she may not sell, dispose of or otherwise transfer the Shares while they are restricted hereunder, except by operation of law.  If
the Company shall pay or declare a dividend or make a distribution of any kind, whether due to a reorganization, recapitalization
or otherwise, with respect to the shares of Company common stock constituting the Shares, then the Company shall pay or make such
dividend or other distribution with respect to the Shares; provided, however, that the cash, stock or other securities and
other property constituting such dividend or other distribution shall be held by the Company subject to the restrictions applicable
hereunder to the Shares until the Shares are either forfeited by Employee and transferred to the Company or the restrictions thereon
terminate as set forth in this Agreement.  If the Shares with respect to which such dividend or distribution was paid
or made are forfeited by Employee pursuant to the provisions hereof, then Employee shall not be entitled to receive such dividend
or distribution and such dividend or distribution shall likewise be forfeited and transferred to the Company.  If the
restrictions applicable to the Shares with respect to which such dividend or distribution was paid or made terminate in accordance
with the provisions of this Agreement, then Employee shall be entitled to receive such dividend or distribution with respect to
such shares, without interest, and such dividend or distribution shall likewise be delivered to Employee.


 



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6.    Legends.
The Employees understand and agree that the certificates evidencing the Shares shall bear a legend in substantially the form as
follows (in addition to any legend required by any other applicable agreement or under applicable state securities laws):


 


 


“THE
SHARES HAVE BEEN ISSUED PURSUANT TO THE TERMS OF A RESTRICTED STOCK AGREEMENT DATED DECEMBER 28, 2011 AND MAY NOT BE SOLD, ASSIGNED,
TRANSFERRED, DISCOUNTED, EXCHANGED, PLEDGED OR OTHERWISE ENCUMBERED OR DISPOSED OF IN ANY MANNER, EXCEPT AS SET FORTH IN THE TERMS
OF SUCH AGREEMENT. A COPY OF SUCH AGREEMENT IS ON FILE IN THE OFFICE OF THE COMPANY.


  


[Remainder of Page Intentionally Left Blank]


 



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IN WITNESS
WHEREOF, the Parties have caused this Agreement to be duly executed by their respective representatives thereonto duly authorized
as of the day and year first above written.


 


	 	WORLD SURVEILLANCE GROUP INC.


 


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


 


	 	EMPLOYEES:	 
	 	 	 
	 	/s/ Daniyel Erdberg	 
	 	Daniyel Erdberg	 
	 	1,500,000 Shares	 


 


	 	Address:	1885 NE 117 Road
	 	 	North Miami, FL 33181


 


	 	/s/ Glenn D. Estrella	 
	 	Glenn D. Estrella	 
	 	1,500,000 Shares	 


 


	 	Address:	1608 Sheridan Drive
	 	 	Wall Township, NJ 07753


 


	 	/s/ Barbara M. Johnson	 
	 	Barbara M. Johnson	 
	 	1,500,000 Shares	 


 


	 	Address:	411 Walnut Street, #4440
	 	 	Green Cove Springs, FL 32043


 


	 	/s/ W. Jeffrey Sawyers	 
	 	W. Jeffrey Sawyers	 
	 	500,000 Shares	 


 


	 	Address:	131 Calabria Springs Cove
	 	 	Sanford, FL 32771


 



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