Exhibit 10.1





 


STOCK
REDEMPTION AGREEMENT 


Dated
as of September 4, 2019


 


This
Stock Redemption Agreement (this “Agreement”), dated as of the date first set forth above (the “Effective Date”),
is entered into by and between Drone Aviation Holding Corp., a Nevada corporation (the “Company”) and Robert Guerra
(“Shareholder”).





 


RECITALS


 


WHEREAS,
Shareholder is the owner of 100,000 shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”),
purchased for $50,000 pursuant to the Common Stock Purchase Agreement between the Company, Shareholder as a “Purchaser”
thereunder and the other purchasers thereunder (the “Purchase Agreement”); and


 


WHEREAS,
pursuant to the terms and conditions of this Agreement, Shareholder desires to sell, and the Company desires to purchase, all
of the Shareholder’s rights, title, and interest in and to the 100,000 shares of Common Stock acquired by the Shareholder
pursuant to the Purchase Agreement (collectively, the “Shares”) as further described herein; and


 


NOW,
THEREFORE, in consideration of the covenants, promises and representations set forth herein, and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties agree as follows:


 


1. Purchase
and Sale. Subject to the terms and conditions of this Agreement, Shareholder shall sell, assign, transfer, convey, and deliver
to the Company, and the Company shall accept and purchase, the Shares and any and all rights in the Shares to which Shareholder
is entitled, and by doing so Shareholder shall be deemed to have assigned all of Shareholder’s rights, titles and interest
in and to the Shares to the Company. The consideration for the acquisition of the Shares shall be a total purchase price of $50,000.00
(the “Redemption price”). The purchase and sale of the Shares (the “Closing”) shall be held on the date
hereof. At the Closing, Shareholder shall deliver to the Company the Stock Power as attached hereto as Exhibit A, duly endorsed
by Shareholder; and the Company shall deliver to Shareholder the Redemption Price via a check or wire transfer.


 


		2.	Representations
and Warranties of the Shareholder. Shareholder represents and warrants to the Company as set forth below.


 


	 	2.1.	Right
    and Title to Shares. Shareholder legally and beneficially owns the Shares and no other party has any rights therein or
    thereto. There are no liens or other encumbrances of any kind on the Shares and Shareholder has the sole right to dispose
    of the Shares. There are no outstanding options, warrants or other similar agreements with respect to the Shares.


 






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	 	2.2.	Organization
    and Standing; Authority. Shareholder is natural person and has all requisite power and authority to own its properties
    and conduct its business as it is now being conducted. Shareholder has all requisite rights and authority or the capacity
    to execute, deliver and perform its obligations under this Agreement. The execution and delivery of this Agreement and the
    consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the
    part of Shareholder, and no other proceedings on the part of such party are necessary to authorize the execution, delivery
    and performance of this Agreement or the transactions contemplated hereby or thereby on the part of Shareholder. The execution,
    delivery and performance of this Agreement will not (x) violate, conflict with, or result in the breach, acceleration, default
    or termination of, or otherwise give any other contracting party the right to terminate, accelerate, modify or cancel any
    of the terms, provisions, or conditions of any material agreement or instrument to which Shareholder is a party or by which
    it or its assets may be bound or (y) constitute a violation of any material applicable law, rule or regulation, or of any
    judgment, order, injunctive award or decree of any governmental authority applicable to Shareholder or (z) conflict with,
    result in the breach or termination of any provision of, or constitute a default under (in each case whether with or without
    the giving of notice or the lapse of time, or both) Shareholder’s organizational or operating documents or any order,
    judgment, arbitration award, or decree to which such Shareholder is a party or by which it or any of its assets or properties
    are bound. No approval, authority, or consent of or filing by Shareholder with, or notification to, any governmental authority,
    is necessary to authorize the execution and delivery of this Agreement or the consummation of the transactions contemplated
    herein.


 


	 	2.3.	Enforceability.
    This Agreement has been duly executed and delivered by Shareholder and, assuming that this Agreement constitutes the legal,
    valid and binding obligation of the Company, constitutes the legal, valid, and binding obligation of Shareholder, enforceable
    against Shareholder in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable
    bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting
    enforcement of creditors’ rights generally.


 


		3.	Representations
and Warranties of the Company. The Company represents and warrants to Shareholder as set forth below.


 


	 	3.1.	Organization
    and Standing; Authority. The Company is duly organized, validly existing, and in good standing under the laws of the State
    of Nevada and has all requisite power and authority to own its properties and conduct its business as it is now being conducted.
    The nature of the business and the character of the properties the Company owns or leases do not make licensing or qualification
    of such party as a foreign entity necessary under the laws of any other jurisdiction, except to the extent such licensing
    or qualification have already been obtained. The Company has all requisite rights and authority or the capacity to execute,
    deliver and perform its obligations under this Agreement. The execution and delivery of this Agreement and the consummation
    of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Company,
    and no other proceedings on the part of such party are necessary to authorize the execution, delivery and performance of this
    Agreement or the transactions contemplated hereby or thereby on the part of the Company. The execution, delivery and performance
    of this Agreement will not (x) violate, conflict with, or result in the breach, acceleration, default or termination of, or
    otherwise give any other contracting party the right to terminate, accelerate, modify or cancel any of the terms, provisions,
    or conditions of any material agreement or instrument to which the Company is a party or by which it or its assets may be
    bound or (y) constitute a violation of any material applicable law, rule or regulation, or of any judgment, order, injunctive
    award or decree of any governmental authority applicable to the Company or (z) conflict with, result in the breach or termination
    of any provision of, or constitute a default under (in each case whether with or without the giving of notice or the lapse
    of time, or both) the Company’s organizational documents, or any order, judgment, arbitration award, or decree to which
    such the Company is a party or by which it or any of its assets or properties are bound. No approval, authority, or consent
    of or filing by the Company with, or notification to, any governmental authority, is necessary to authorize the execution
    and delivery of this Agreement or the consummation of the transactions contemplated herein.


 






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	 	3.2.	Enforceability.
    This Agreement has been duly executed and delivered by the Company and, assuming that this Agreement constitutes the legal,
    valid and binding obligation of Shareholder, constitutes the legal, valid, and binding obligation of the Company, enforceable
    against the Company in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable
    bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting
    enforcement of creditors’ rights generally.


 


	 	4.	Miscellaneous.


 


	 	4.1.	Further
    Assurances. From time to time, whether at or following the Closing, each party shall make reasonable commercial efforts
    to take, or cause to be taken, all actions, and to do, or cause to be done, all things reasonably necessary, proper or advisable,
    including as required by applicable laws, to consummate and make effective as promptly as practicable the transactions contemplated
    by this Agreement.


 


	 	4.2.	Expenses;
    Fees. Each of the parties shall pay its own costs that it incurs incident to the preparation, execution, and delivery
    of this Agreement and the performance of any related obligations, whether or not the transactions contemplated by this Agreement
    shall be consummated. Each party hereto agrees to pay the costs and expenses, including reasonable attorneys’ fees,
    incurred by the prevailing party in litigation, arbitration, administrative proceeding or any other proceeding related to
    the enforcement or interpretation of any of the terms of this Agreement.


 


	 	4.3.	Consequential
    Damages. EACH PARTY HERETO WAIVES ANY AND ALL CLAIMS AGAINST THE OTHER FOR ANY LOSS, COST, DAMAGE, EXPENSE, INJURY OR
    OTHER LIABILITY WHICH IS IN THE NATURE OF INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES WHICH ARE SUFFERED
    OR INCURRED AS THE RESULT OF, ARISE OUT OF, OR ARE IN ANY WAY CONNECTED TO THE PERFORMANCE OF THE OBLIGATIONS UNDER THIS AGREEMENT.


 


	 	4.4.	Representations
    and Warranties. All representations, warranties, and agreements made by the parties pursuant to this Agreement shall survive
    the consummation of the transactions contemplated herein until the expiration of the applicable statute of limitations.


  






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	 	4.5.	Notices.
    All notices or other communications required or permitted hereunder shall be in writing shall be deemed duly given (a) if
    by personal delivery, when so delivered, (b) if mailed, three (3) business days after having been sent by registered or certified
    mail, return receipt requested, postage prepaid and addressed to the intended recipient as set forth below, or (c) if sent
    through an overnight delivery service in circumstances to which such service guarantees next day delivery, the day following
    being so sent to the addresses of the parties as indicated on the signature page hereto; or (d) if sent via email, when sent
    with return receipt requested and received, in each case to the addresses as set forth below. Any party may change the address
    to which notices and other communications hereunder are to be delivered by giving the other parties notice in the manner herein
    set forth.


 





If
to the Company, to:





 


Drone
Aviation Holding Corp.





Attn:
Chief Executive Officer





11651
Central Parkway #118





Jacksonville,
FL 32224





 


If
to Shareholder, to:





 


Robert
Guerra








 


	 	4.6.	Choice
    of Law. This Agreement shall be governed, construed and enforced in accordance with the laws of the State of Florida,
    without giving effect to principles of conflicts of law. The parties hereto agree to submit to the jurisdiction of any court
    of competent jurisdiction located in the State of Florida, County of Duval, to resolve any dispute relating to this agreement
    and waive any right to move to dismiss or transfer any such action brought in any such court on the basis of any objection
    to personal jurisdiction or venue.


 


	 	4.7.	Waiver
    of Jury Trial. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
    TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
    CONTEMPLATED HEREIN. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS
    REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
    WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG
    OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 4.7.


 


	 	4.8.	Assignment.
    This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their permitted successors
    and assigns. No party to this Agreement may assign or delegate, by operation of law or otherwise, all or any portion of its
    rights, obligations or liabilities under this Agreement without the prior written consent of the other parties to this Agreement,
    which any such party may withhold in its absolute discretion.


 


	 	4.9.	No
    Third Party Beneficiaries. Nothing in this Agreement shall confer any rights, remedies or claims upon any Person or entity
    not a party or a permitted assignee of a party to this Agreement.


 






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	 	4.10.	Specific
    Performance. The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this
    Agreement were not performed by them in accordance with the terms hereof or were otherwise breached and that each party hereto
    shall be entitled to an injunction or injunctions, specific performance and other equitable relief to prevent breaches of
    the provisions hereof and to enforce specifically the terms and provisions hereof, without the proof of actual damages, in
    addition to any other remedy to which they are entitled at law or in equity. Each party agrees to waive any requirement for
    the security or posting of any bond in connection with any such equitable remedy, and agrees that it will not oppose the granting
    of an injunction, specific performance or other equitable relief on the basis that (a) any other party has an adequate
    remedy at law, or (b) an award of specific performance is not an appropriate remedy for any reason at law or equity.


 


	 	4.11.	Entire
    Agreement. This Agreement represents the entire understanding and agreement between the parties regarding the subject
    matter hereof and supersede all prior agreements, representations, warranties, and negotiations between the parties. This
    Agreement may be amended, supplemented, or changed only by an agreement in writing that makes specific reference to this Agreement
    or the agreement delivered pursuant to it, and must be signed by all of the parties hereto. This Agreement may not be amended
    by email or other electronic communications.


 


	 	4.12.	Interpretation.
    The parties have jointly participated in the drafting and negotiation of this Agreement and if an ambiguity or question of
    interpretation should arise, this Agreement shall be construed as if drafted jointly by the parties thereto and no presumption
    of burden of proof shall arise favoring or burdening any party by virtue of the authorship of any provision in this Agreement.
    Whenever possible, each provision of this Agreement shall be interpreted in a manner to be effective and valid under applicable
    law, but if one or more of the provisions of this Agreement is subsequently declared invalid or unenforceable, the invalidity
    or unenforceability shall not in any way affect the validity or enforceability of the remaining provisions of this Agreement.
    In the event of the declaration of invalidity or unenforceability, this Agreement, as modified, shall be applied and construed
    to reflect substantially the intent of the parties and achieve the same economic effect as originally intended by its terms.
    In the event that the scope of any provision to this Agreement is deemed unenforceable by a court of competent jurisdiction,
    or by an arbitrator, the parties agree to the reduction of the scope of the provision as the court or arbitrator shall deem
    reasonably necessary to make the provision enforceable under the circumstances. The headings contained in this Agreement are
    intended solely for convenience and shall not affect the rights of the parties to this Agreement.


 


	 	4.13.	Waiver.
    Waiver of any term or condition of this Agreement by any party shall only be effective if in writing and shall not be construed
    as a waiver of any subsequent breach or failure of the same term or condition, or a waiver of any other term or condition
    of this Agreement.


 


	 	4.14.	Counterparts.
    This Agreement may be signed in any number of counterparts with the same effect as if the signature on each counterpart were
    on the same instrument.


 


[Remainder
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IN
WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written.


 





	 	Drone Aviation Holding Corp.
	 	 	 
	 	By:	/s/ Kendall W. Carpenter
	 	Name:	Kendall W. Carpenter
	 	Title:	EVP and CFO
	 	 	 
	 	Robert Guerra
	 	 	 
	 	By:	/s/ Robert Guerra
	 	Name:	Robert Guerra







 


 


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