REPRESENTATIVE COMMON STOCK PURCHASE WARRANT SAFE PRO GROUP INC.Safe Pro Group Inc. • September 5th, 2024 • Orthopedic, prosthetic & surgical appliances & supplies • New York
THIS REPRESENTATIVE 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 March 1, 2025 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on August 28, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Safe Pro Group Inc., a Delaware 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 is being issued pursuant to that certain Underwriting Agreement, dated as of August 28, 2024, by and between the Company and Dawson James Securities, Inc.
EMPLOYMENT AGREEMENTEmployment Agreement • July 19th, 2024 • Safe Pro Group Inc. • Orthopedic, prosthetic & surgical appliances & supplies
THIS EMPLOYMENT AGREEMENT is made and entered into as of this 21st day of March 2022 (the “Effective Date” ), by and between Airborne Response Corp., a Florida corporation with offices at 3921 Alton Rd., Suite 255, Miami Beach, FL 33140 (the “Corporation” ), and Daniyel Erdberg (the “Employee” ), under the following circumstances:
UNDERWRITING AGREEMENTUnderwriting Agreement • September 5th, 2024 • Safe Pro Group Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
The undersigned, Safe Pro Group Inc., a company incorporated under the laws of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Safe Pro Group Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Dawson James Securities, Inc. is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
REPRESENTATIVE COMMON STOCK PURCHASE WARRANT SAFE PRO GROUP INC.Safe Pro Group Inc. • August 2nd, 2024 • Orthopedic, prosthetic & surgical appliances & supplies • New York
THIS REPRESENTATIVE 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 [______], 20251 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [______], 20292 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Safe Pro Group Inc., a Delaware 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 is being issued pursuant to that certain Underwriting Agreement, dated as of [_______], 2024, by and between the Company and Dawson James Securities, Inc.
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • July 19th, 2024 • Safe Pro Group Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Florida
This SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of March 9, 2023, by and among Safe Pro Group Inc., a Delaware corporation (the “Parent”), Demining Development LLC, a New York limited liability company (the “Company”), and the Members of the Company set forth on Exhibit B (each a “Member” and collectively the “Members”). Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively as the “Parties.”
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • July 19th, 2024 • Safe Pro Group Inc. • Orthopedic, prosthetic & surgical appliances & supplies
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT is made and entered into as of this 12th day of April 2024 (the “Effective Date”), by and between Safe Pro Group Inc., a Delaware corporation with offices at 18305 Biscayne Blvd., Suite 222, Aventura, FL 33160 (the “Corporation”), and Theresa Carlise (the “Executive”) at [***], under the following circumstances:
AMENDMENT TO ACQUISTION AGREEMENTAcquistion Agreement • July 19th, 2024 • Safe Pro Group Inc. • Orthopedic, prosthetic & surgical appliances & supplies
This Amendment to the Acquisition Agreement made by and among AIRBORNE RESPONSE CORP, a Florida corporation (the “Company” or “Airborne”) and SAFE PRO GROUP INC., a Delaware corporation (“Safe Pro”) and is joined by Christopher Todd Inc.
ACQUISITION AGREEMENT by and between AIRBORNE RESPONSE CORP A Florida corporation and SAFE PRO GROUP INC. a Delaware CorporationAcquisition Agreement • July 19th, 2024 • Safe Pro Group Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Florida
This Acquisition Agreement (the “Agreement” ) dated as of August 29, 2022, is made by and among AIRBORNE RESPONSE CORP, a Florida corporation (the “Company” or “Airborne”) and SAFE PRO GROUP INC., a Delaware corporation (“Safe Pro” ). Each of the foregoing being a “Party” and collectively the “Parties”.
FOURTH AMENDMENT TO EXCHANGE AGREEMENTExchange Agreement • July 19th, 2024 • Safe Pro Group Inc. • Orthopedic, prosthetic & surgical appliances & supplies
THIS FOURTH AMENDMENT (“Amendment”) to the Exchange Agreement dated June 7, 2022, between SAFE PRO GROUP INC. f/k/a Cybernate Corp., a Delaware corporation (the “Parent”), SAFE-PRO USA, LLC, a limited liability organized under the laws of Florida (the “Company”) and the Members of the Company (each a “Member” and collectively “Members”) is made as of this 26th day of August 2023.
FIRST AMENDMENT TO EXCHANGE AGREEMENTExchange Agreement • July 19th, 2024 • Safe Pro Group Inc. • Orthopedic, prosthetic & surgical appliances & supplies
THIS FIRST AMENDMENT (“ Amendment”) to the Exchange Agreement dated 7th June 2022 between SAFE PRO GROUP INC. f/k/a Cybernate Corp., a Delaware corporation (the “ Parent”), SAFE-PRO USA, LLC, a limited liability organized under the laws of Florida (the “ Company” ) and the Members of the Company (each a “Member” and collectively “Members”) is made as of this 27th day of October 2022.
SECOND AMENDMENT TO EXCHANGE AGREEMENTExchange Agreement • July 19th, 2024 • Safe Pro Group Inc. • Orthopedic, prosthetic & surgical appliances & supplies
THIS SECOND AMENDMENT (“Amendment”) to the Exchange Agreement dated June 7, 2022, between SAFE PRO GROUP INC. f/k/a Cybernate Corp., a Delaware corporation (the “Parent”), SAFE-PRO USA, LLC, a limited liability organized under the laws of Florida (the “Company”) and the Members of the Company (each a “Member” and collectively “Members”) is made as of this 12th day of May 2023.
FIFTH AMENDMENT TO EXCHANGE AGREEMENTExchange Agreement • July 19th, 2024 • Safe Pro Group Inc. • Orthopedic, prosthetic & surgical appliances & supplies
THIS FIFTH AMENDMENT (“Amendment”) to the Exchange Agreement dated June 7, 2022, between SAFE PRO GROUP INC. f/k/a Cybernate Corp., a Delaware corporation (the “Parent”), SAFE-PRO USA, LLC, a limited liability organized under the laws of Florida (the “Company”) and the Members of the Company (each a “Member” and collectively “Members”) is made as of this 11th day of April 2024.
UNDERWRITING AGREEMENTUnderwriting Agreement • August 2nd, 2024 • Safe Pro Group Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
The undersigned, Safe Pro Group Inc., a company incorporated under the laws of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Safe Pro Group Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Dawson James Securities, Inc. is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 19th, 2024 • Safe Pro Group Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Florida
This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made as of November 1, 2023 (the “Effective Date”), by and between SAFE PRO GROUP, INC., a Delaware corporation (together with its successors and assigns, the “Company”), and Daniyel Erdberg (“Executive”).
THIRD AMENDMENT TO EXCHANGE AGREEMENTExchange Agreement • July 19th, 2024 • Safe Pro Group Inc. • Orthopedic, prosthetic & surgical appliances & supplies
THIS THIRD AMENDMENT (“ Amendment ” ) to the Exchange Agreement dated June 7, 2022. between SAFE PRO GROUP INC. f/k/a Cybernate Corp., a Delaware corporation (the “ Parent” ), SAFE-PRO USA, LLC, a limited liability organized under the laws of Florida (the “ Company” ) and the Members of the Company (each a “Member” and collectively “ Members “ ) is made as of this 15th day of August 2023.
AMENDMENT NO. 2 EMPLOYMENT AGREEMENTEmployment Agreement • July 19th, 2024 • Safe Pro Group Inc. • Orthopedic, prosthetic & surgical appliances & supplies
This Amendment to the Employment Agreement, (this “Amendment”) is made and entered into as of the 27th day of March 2024 (the “Amendment Effective Date”), by and between Safe Pro Group Inc., a Delaware corporation (the “Corporation”), and Theresa Carlise (the “Employee”).
AMENDMENT NO. 1 EMPLOYMENT AGREEMENTEmployment Agreement • July 19th, 2024 • Safe Pro Group Inc. • Orthopedic, prosthetic & surgical appliances & supplies
This Amendment to the Employment Agreement, (this “Amendment”) is made and entered into as of the 1st day of November 2023 (the “Amendment Effective Date”), by and between Safe Pro Group Inc., a Delaware corporation (the “Corporation”), and Theresa Carlise (the “Employee”).
