SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 16th, 2023 • AgEagle Aerial Systems Inc. • Aircraft • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 15, 2023, between AgEagle Aerial Systems Inc., 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”).
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT ageagle aerial systems, inc.Securities Agreement • November 16th, 2023 • AgEagle Aerial Systems Inc. • Aircraft
THIS PLACEMENT AGENT 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 Issue Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on November [__], 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from AgEagle Aerial Systems, Inc. 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 is being issued pursuant to that certain Engagement Agreement by and between the Company and Dawson James Securities, Inc., dated November 15, 2023.
ASSIGNMENT, WAIVER AND AMENDMENT AGREEMENTAssignment, Waiver and Amendment Agreement • November 16th, 2023 • AgEagle Aerial Systems Inc. • Aircraft
This ASSIGNMENT, WAIVER AND AMENDMENT AGREEMENT (this “Agreement”), dated as of November 15, 2023, is entered into with reference to that certain Securities Purchase Agreement, dated as of June 26, 2022 (as amended or supplemented from time to time, the “Purchase Agreement”), by and among AgEagle Aerial Systems Inc., a Nevada corporation (the “Company”) and Alpha Capital Anstalt, as the purchaser (“Assignor”), pursuant to which the Assignor purchased an aggregate of 10,000 shares of Company’s Series F Convertible Preferred Stock (the “Preferred Stock”) and warrants to purchase up to 16,129,032 shares of the Company’s common stock (the “Warrants”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Purchase Agreement.
November 15, 2023 CONFIDENTIAL AgEagle Aerial Systems Inc. Wichita, Kansas Attention: Barrett MooneySecurities Offering Agreement • November 16th, 2023 • AgEagle Aerial Systems Inc. • Aircraft • Florida
The purpose of this engagement letter is to outline our agreement pursuant to which Dawson James Securities, Inc. (“Dawson”) will act initially as the lead placement agent, advisor or underwriter in connection with the offering by AgEagle Aerial Systems Inc. (collectively, with its subsidiaries and affiliates, the “Company”) of its securities (the “Securities”) during the Engagement Period (as defined below) of (i) Series F 5% Convertible Preferred Stock, (ii) Warrants, and (iii) Common Stock (the “Offering”). This engagement letter sets forth certain conditions and assumptions upon which the Offering is premised. The Company expressly acknowledges and agrees that the execution of this engagement letter does not constitute a commitment by Dawson to purchase the Securities (as defined below) and does not ensure the successful placement of the Securities or any portion thereof or the success of Dawson with respect to securing any other financing on behalf of the Company.
