FORM OF COMMON STOCK PURCHASE WARRANT DRONE AVIATION HOLDING CORP.Common Stock Purchase Warrant • October 11th, 2019 • Drone Aviation Holding Corp. • Aircraft • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _______________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [___________] (the “Termination Date”) but not thereafter, to subscribe for and purchase from Drone Aviation Holding Corp., a Nevada corporation (the “Company”), up to _______________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject
UNDERWRITING AGREEMENT between COMSOVEREIGN HOLDING CORP. and KINGSWOOD CAPITAL MARKETS, division of Benchmark Investments, Inc., as Representative of the Several Underwriters COMSOVEREIGN HOLDING CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • February 16th, 2021 • ComSovereign Holding Corp. • Communications equipment, nec • New York
The undersigned, ComSovereign Holding Corp., a corporation formed under the laws of the State of Nevada (the “Company”), hereby confirms its agreement (this “Agreement”) with Kingswood Capital Markets, division of Benchmark Investments, Inc. (hereinafter referred to as “you” (including its correlatives) or the “Representative”), and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
UNDERWRITING AGREEMENTUnderwriting Agreement • October 29th, 2021 • COMSovereign Holding Corp. • Communications equipment, nec • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 26th, 2020 • ComSovereign Holding Corp. • Aircraft • Nevada
This Securities Purchase Agreement (this “Agreement”) is dated as of August 21, 2020, between ComSovereign Holding Corp., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
SECURED OID PROMISSORY NOTE DUE NOVEMBER 20, 2020Convertible Security Agreement • August 26th, 2020 • ComSovereign Holding Corp. • Aircraft • Nevada
THIS SECURED OID PROMISSORY NOTE is one of a series of duly authorized and validly issued Secured OID Promissory Notes of ComSovereign Holding Corp., a Nevada corporation (the “Company”), having its principal place of business at 5000 Quorum Drive, STE 400, Dallas, TX 75254, designated as its Secured OID Promissory Notes due November 20, 2020 (this Note, the “Note” and, collectively with the other Notes of such series, the “Notes”).
DRONE AVIATION HOLDING CORP. and CLEARTRUST, LLC, as Warrant Agent Warrant Agency Agreement Dated as of October __, 2019 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • October 11th, 2019 • Drone Aviation Holding Corp. • Aircraft • New York
WARRANT AGENCY AGREEMENT, dated as of October __, 2019 (“Agreement”), between Drone Aviation Holding Corp., a corporation organized under the laws of the State of Nevada (the “Company”), and ClearTrust, LLC (the “Warrant Agent”).
UNDERWRITING AGREEMENTUnderwriting Agreement • October 11th, 2019 • Drone Aviation Holding Corp. • Aircraft • New York
The undersigned, Drone Aviation Holding Corp., a company incorporated under the laws of Nevada (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Drone Aviation Holding Corp., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representatives (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Roth Capital Partners, LLC and Aegis Capital Corp. are acting as co-representatives to the several Underwriters (in such capacity, the “Representatives” and each a “Representative” and if there are no Underwriters other than the Representatives, references to multiple Underwriters shall be disregarded and the term Representatives as used herein shall have the same meaning as Underwriters) on the terms and conditions set forth herein.
WARRANT AGENT AGREEMENTWarrant Agent Agreement • January 27th, 2021 • ComSovereign Holding Corp. • Aircraft • New York
DRONE AVIATION HOLDING CORP. DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTDirector and Officer Indemnification Agreement • June 5th, 2014 • Drone Aviation Holding Corp. • Services-business services, nec • Nevada
This Director and Officer Indemnification Agreement, dated as of this [__] day of [___] 2014 (this “Agreement”), is made by and between Drone Aviation Holding Corp., a Nevada corporation (the “Company”), and [___] (the “Indemnitee”).
ContractWarrant Agreement • August 30th, 2021 • COMSovereign Holding Corp. • Communications equipment, nec
THIS WARRANT HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
ContractPurchase Warrant Agreement • February 16th, 2021 • ComSovereign Holding Corp. • Communications equipment, nec • New York
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE LAW. NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE LAW WHICH, IN THE OPINION OF COUNSEL TO THE COMPANY, IS AVAILABLE.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 30th, 2021 • COMSovereign Holding Corp. • Communications equipment, nec • New York
This Securities Purchase Agreement (as amended, supplemented, restated and/or modified from time to time, this “Agreement”) is entered into as of August 25, 2021, by and between COMSovereign Holding Corp., a Nevada corporation (the “Company”), and Lind Global Fund II LP, a Delaware limited partnership (the “Investor”).
COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • May 5th, 2020 • ComSovereign Holding Corp. • Aircraft • Nevada
This Warrant is being issued pursuant to that certain Securities Purchase Agreement dated as of April 29, 2020 between the Holder and the Company (the “Securities Purchase Agreement”). In addition to the terms defined elsewhere in this Warrant, capitalized terms that are not otherwise defined herein have the meanings given to such terms in the Securities Purchase Agreement.
ContractNote Agreement • August 30th, 2021 • COMSovereign Holding Corp. • Communications equipment, nec • New York
THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.
AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • August 30th, 2021 • COMSovereign Holding Corp. • Communications equipment, nec
AMENDED AND RESTATED SECURITY AGREEMENT (this “Agreement”), dated as of August 25, 2021, by and among (a) COMSovereign holding corp., a Nevada corporation (the “Company”); (b) with respect to Section 24 hereof, LIND GLOBAL ASSET MANAGEMENT IV, LLC, in its capacity as an “Investor” (as such term is defined in the Initial SPA referred to below) (in such capacity, the “Initial Investor”); (c) with respect to Section 24 hereof, LIND GLOBAL FUND II LP, in its capacity as an “Investor” (as such term is defined in the Second SPA referred to below) (in such capacity, the “Second Investor” and, collectively with the Initial Investor, the “Investors” and each, individually, an “Investor”); and (d) LIND GLOBAL ASSET MANAGEMENT IV, LLC as agent (hereinafter, in such capacity, the “Secured Party”) for itself and the Investors.
EMPLOYMENT AGREEMENTEmployment Agreement • April 29th, 2016 • Drone Aviation Holding Corp. • Aircraft • Florida
THIS EMPLOYMENT AGREEMENT is made and entered into as of this 27 day of April 2016 (the “Effective Date”), by and between Drone Aviation Holding Corp., a Nevada corporation with offices at 11651 Central Parkway #118, Jacksonville, FL 32224 (the “Corporation”), and JAY H. NUSSBAUM (the “Employee”), under the following circumstances:
INDENTURE Dated as of ____________, 20__ Between COMSovereign Holding Corp. as Issuer And as Trustee Debt SecuritiesIndenture • September 3rd, 2021 • COMSovereign Holding Corp. • Communications equipment, nec • New York
INDENTURE dated as of __________, 20___, between COMSovereign Holding Corp., a Nevada corporation (the “Company”), as issuer, and [_______________], a [__________] banking corporation, as Trustee (the “Trustee”).
EXCHANGE AGREEMENTExchange Agreement • April 18th, 2014 • Macrosolve Inc • Services-business services, nec • New York
THIS EXCHANGE AGREEMENT (the “Agreement”), dated as of April __, 2014, is made by and between Macrosolve, Inc., an Oklahoma corporation (“Company”), and _________, the holder of the Company’s _____________ (“Holder”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 5th, 2014 • Drone Aviation Holding Corp. • Services-business services, nec • New York
THIS EMPLOYMENT AGREEMENT is made and entered into as of this 3rd day of June 2014 (the “Effective Date”), by and between Drone Aviation Holding Corp., a Nevada corporation f/k/a Macrosolve, Inc., an Oklahoma corporation with offices at 11653 Central Parkway, Jacksonville, FL 32224 (the “Corporation”), and Daniyel Erdberg, residing at 1885 NE 117 Road, N. Miami, FL 33181 (the “Executive”), under the following circumstances:
SUBSCRIPTION AGREEMENTSubscription Agreement • June 3rd, 2015 • Drone Aviation Holding Corp. • Services-business services, nec • New York
This Subscription Agreement (this “Agreement”) is being delivered to the purchaser identified on the signature page to this Agreement (the “Subscriber”) in connection with its investment in the securities of Drone Aviation Holding Corp., a Nevada corporation (the “Company”). The Company is conducting a private placement (the “Offering”) of shares (the “Shares”) of the Company’s Series G Convertible Preferred Stock, par value $0.0001 per share, which are convertible into shares of common stock, par value $0.0001 per share (the “Common Stock”) (the “Conversion Shares”), with such rights and designations as set forth in the form of Certificate of Designation of Preferences, Rights and Limitations of Series G Convertible Preferred Stock, attached hereto as Exhibit A, (the “Series G Certificate of Designation”) for a purchase price of $0.25 per Share (the “Purchase Price”). For purposes of this Agreement, the term “Securities” shall refer to the Shares and the Conversion Shares.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 5th, 2020 • ComSovereign Holding Corp. • Aircraft
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 8th, 2020 • ComSovereign Holding Corp • Aircraft • Arizona
This Employment Agreement (this “Agreement”), dated as of January 2, 2020 is by and between ComSovereign Holding Corp., a Nevada corporation, (the “Company” or “Employer”), and; Kevin M. Sherlock, a single man and resident of Arizona (the “Employee”).
PREFERRED STOCK CONVERSION AND LOCKUP AGREEMENTPreferred Stock Conversion and Lockup Agreement • November 23rd, 2015 • Drone Aviation Holding Corp. • Aircraft • New York
This Preferred Stock Conversion and Lockup Agreement (this “Agreement”), dated as of this ___ day of November 2015 (the “Execution Date”), by and among Drone Aviation Holding Corp.(the “Company”) and the holder of the Company’s Preferred Stock (as defined below) (the “Holder”).
PREFERRED STOCK CONVERSION AGREEMENTPreferred Stock Conversion Agreement • November 23rd, 2015 • Drone Aviation Holding Corp. • Aircraft • New York
This Preferred Stock Conversion Agreement (this “Agreement”), dated as of this ___ day of November 2015 (the “Execution Date”), by and among Drone Aviation Holding Corp.(the “Company”) and the holder of the Company’s Preferred Stock (as defined below) (the “Holder”).
NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • August 6th, 2012 • Macrosolve Inc • Services-business services, nec • Oklahoma
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this "Agreement"), dated as of this 31st day of July, 2012 (the "Effective Date"), is entered into by and between MacroSolve, Inc., an Oklahoma corporation ("MacroSolve") and DecisionPoint Systems, Inc., a Delaware corporation ("DecisionPoint"). Capitalized terms used and not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in that certain Asset Purchase Agreement (the "Asset Purchase Agreement"), dated as of July 31, 2012, by and between MacroSolve and DecisionPoint.
SUBSCRIPTION AGREEMENT AND QUESTIONNAIRESubscription Agreement • August 15th, 2011 • Macrosolve Inc • Services-business services, nec
ContractLicensing Agreement • September 28th, 2020 • ComSovereign Holding Corp. • Aircraft • Arizona
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.
LICENSE AGREEMENTLicense Agreement • August 6th, 2012 • Macrosolve Inc • Services-business services, nec • Oklahoma
This License Agreement (“Agreement”) effective as of the 31st day of July, 2012, by and between MacroSolve, Inc., a corporation organized under the laws of Oklahoma, U.S.A., having a business address at 1717 South Boulder Avenue, Suite 700, Tulsa, Oklahoma 74119 (“Licensor”), and Decision Point Systems, Inc., a company organized under the laws of Delaware having a business address at 4 Armstrong Road, Shelton, CT 06484, (“Licensee”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 7th, 2020 • ComSovereign Holding Corp. • Aircraft • Virginia
This EMPLOYMENT AGREEMENT (this “Agreement”), dated as of the 6th day of July 2020, is by and between COMSovereign Holding Corp., a Nevada corporation (“CSHC” or the “Company”), and Keith Kaczmarek, an individual resident of the State of Florida (the “Employee”). CSHC and the Employee are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
FORM DRONE AVIATION HOLDING CORP. RESTRICTED STOCK AGREEMENT (Non-Assignable)Restricted Stock Agreement • November 14th, 2019 • Drone Aviation Holding Corp. • Aircraft • Florida
THIS CERTIFIES that on ____, 20__, _____ (“Holder”) was granted _____ (___) shares of fully paid and non-assessable shares (“Restricted Shares”) of the Common Stock (par value $0.0001 per share) of Drone Aviation Holding Corp. (the “Corporation”), a Nevada corporation. A determination of the Board of Directors of the Corporation (the “Committee”) as to any questions which may arise with respect to the interpretation of the provisions of this award shall be final.
AGREEMENT AND PLAN OF MERGER by and among COMSovereign Holding Corp., CHC Merger Sub 8, LLC, Skyline Partners Technology LLC and The Members’ Representative Named Herein Dated as of August 24, 2020Merger Agreement • December 10th, 2020 • ComSovereign Holding Corp. • Aircraft • Nevada
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of August 24, 2020 (the “Agreement Date”), by and among: COMSovereign Holding Corp., a Nevada corporation (“CHC”), CHC Merger Sub 8, LLC, a Colorado limited liability company and a wholly-owned subsidiary of CHC (“Merger Sub”), Skyline Partners Technology LLC, a Colorado limited liability company (“Skyline”), and John Helson, solely in his capacity as the Members’ Representative (as defined herein) and only for the limited purposes expressly stated herein. CHC, Merger Sub, Skyline and the Members’ Representative may be referred to herein individually as a “Party” and collectively as the “Parties.” Certain additional capitalized terms that are used in this Agreement are defined in Section 9.1. Schedule I provides an index to certain capitalized terms that are defined in other provisions of this Agreement.
Subscription AgreementSubscription Agreement • September 30th, 2016 • Drone Aviation Holding Corp. • Aircraft • Florida
The undersigned understands that Drone Aviation Holding Corp., a Nevada corporation (the “Company”), is offering Convertible Promissory Notes Series 2016 due October 1, 2017 (the “Notes”) in a private placement and that the Company is seeking to sell Notes in the aggregate original principal amount of $5,000,000 for a minimum investment of $100,000, unless otherwise determined by the Company in its sole discretion.
DRONE AVIATION HOLDING CORP. AMENDED AND RESTATED COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • December 27th, 2018 • Drone Aviation Holding Corp. • Aircraft • Florida
This Common Stock Purchase Agreement (this “Agreement”) is made as of December 21, 2018 (the “Effective Date”) by and among Drone Aviation Holding Corp., a Nevada corporation with its principal office at 11651 Central Parkway #118, Jacksonville, FL 32224 (the “Company”), and those purchasers listed on the attached Exhibit A, as such exhibit may be amended from time to time (each a “Purchaser”, and collectively, the “Purchasers”).
NON-STATUTORY STOCK OPTION AGREEMENTNon-Statutory Stock Option Agreement • April 18th, 2008 • Macrosolve Inc • Oklahoma
This Agreement (“Agreement”) is made this _________of June, 2005, by and between MacroSolve, Inc. an Oklahoma corporation (hereinafter referred to as the “Corporation”), and ________________(hereinafter referred to as the “Optionee”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 6th, 2012 • Macrosolve Inc • Services-business services, nec • Oklahoma
This Asset Purchase Agreement (this "Agreement") is made and entered into as of the 31st day of July, 2012, by and between DecisionPoint Systems, Inc., a Delaware corporation ("Purchaser"); and MacroSolve, Inc., an Oklahoma corporation ("Seller").
