Exhibit 10.1


 


AgEagle Aerial Systems Inc.

Shares of Common Stock


(par value $0.001 per share)


 


Sales Agreement


 


May 25, 2021


 


Stifel, Nicolaus & Company, Incorporated


One Montgomery Street


Suite 3700


San Francisco, California 94104


 


Raymond James & Associates, Inc.


880 Carillon Parkway


St. Petersburg, Florida 33716


 


Ladies and Gentlemen:


 


AgEagle Aerial Systems Inc., a
Nevada corporation (the “Company”), confirms its agreement (this “Agreement”) with
Stifel, Nicolaus & Company, Incorporated and Raymond James & Associates, Inc. (each, an “Agent” and
together, the “Agents”), as follows:


 


1.                  
Issuance and Sale of Shares. The Company agrees that, from time to time during the term of
this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Designated Agent (defined
below), shares of common stock (the “Placement Shares”) of the Company, par value $0.001 per share (the “Common
Stock”); provided, however, that in no event shall the Company issue or sell through the Agents such number
or dollar amount of Placement Shares that would (a) exceed the number or dollar amount of shares of Common Stock registered on the effective
Registration Statement (defined below) pursuant to which the offering is being made, (b) exceed the number of authorized but unissued
shares of Common Stock (less shares of Common Stock issuable upon exercise, conversion or exchange of any outstanding securities of the
Company or otherwise reserved from the Company’s authorized capital stock), (c) exceed the number or dollar amount of shares of
Common Stock permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable) or (d) exceed the number
or dollar amount of shares of Common Stock for which the Company has filed a Prospectus Supplement (defined below) (the lesser of (a),
(b), (c) and (d), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties
hereto agree that compliance with the limitations set forth in this Section 1 on the amount of Placement Shares issued and sold
under this Agreement shall be the sole responsibility of the Company and that the Agents shall have no obligation in connection with such
compliance. The offer and sale of Placement Shares through the Designated Agent will be effected pursuant to the Registration Statement
(as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”),
although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue Placement Shares.


 






     


     


    

 


The Company has filed, in accordance
with the provisions of the Securities Act of 1933, as amended (the “Securities Act”) and the rules and regulations
thereunder (the “Securities Act Regulations”), with the Commission a registration statement on Form S-3 (File
No. 333-252801), including a base prospectus, relating to certain securities, including the Placement Shares to be issued from time to
time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder.
The Company has prepared a prospectus supplement to the base prospectus included as part of the registration statement, prospectus supplement
relates to the Placement Shares to be issued from time to time by the Company (the “Prospectus Supplement”).
The Company will furnish to each Agent, for use by such Agent, copies of the prospectus included as part of such registration statement,
as supplemented, by the Prospectus Supplement, relating to the Placement Shares to be issued from time to time by the Company. The Company
may file one or more additional registration statements from time to time that will contain a base prospectus and related prospectus or
prospectus supplement, if applicable (which shall be a Prospectus Supplement), with respect to the Placement Shares. Except where the
context otherwise requires, such registration statement(s), including all documents filed as part thereof or incorporated by reference
therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to
Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement pursuant to Rule 430B
of the Securities Act Regulations, is herein called the “Registration Statement.” The base prospectus or base
prospectuses, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented,
if necessary, by the Prospectus Supplement, in the form in which such prospectus or prospectuses and/or Prospectus Supplement have most
recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Regulations, together with
the then issued Issuer Free Writing Prospectus(es) (defined below), is herein called the “Prospectus.”


 


Any reference herein to the Registration
Statement, any Prospectus Supplement, Prospectus or any Issuer Free Writing Prospectus shall be deemed to refer to and include the documents,
if any, incorporated by reference therein (the “Incorporated Documents”), including, unless the context otherwise
requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein to the terms “amend,”
“amendment” or “supplement” with respect to the Registration Statement, any Prospectus Supplement, the Prospectus
or any Issuer Free Writing Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act on or
after the most-recent effective date of the Registration Statement, or the date of the Prospectus Supplement, Prospectus or such Issuer
Free Writing Prospectus, as the case may be, and incorporated therein by reference. For purposes of this Agreement, all references to
the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed
with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval system, or if applicable, the Interactive Data Electronic
Application system when used by the Commission (collectively, “EDGAR”).


 






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2.                  
Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder
(each, a “Placement”), it will notify the Designated Agent by email notice (or other method mutually agreed
to by the parties) of the number of Placement Shares to be issued, the time period during which sales are requested to be made, any limitation
on the number of Placement Shares that may be sold in any one day and any minimum price below which sales may not be made (a “Placement
Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the
individuals from the Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such
schedule), and shall be addressed to each of the individuals from the Designated Agent to whom the Placement Notice is delivered, as set
forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective unless
and until (i) the Designated Agent declines in writing to accept the terms contained therein for any reason, in its sole discretion,
which declination must occur within two (2) Business Days of the receipt of the Placement Notice, (ii) the entire amount of the Placement
Shares thereunder have been sold, (iii) the Company amends, supersedes, suspends or terminates the Placement Notice or (iv) this
Agreement has been terminated under the provisions of Section 12. The amount of any discount, commission or other compensation
to be paid by the Company to any Agent in connection with such Agent’s sale of the Placement Shares, as the Designated Agent, shall
be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company
nor either Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company
delivers a Placement Notice to a Designated Agent and the Designated Agent does not decline (and the Company does not suspend or terminate)
such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of
a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. 


 


3.                  
Sale of Placement Shares by the Agents. Subject to the provisions of Section 5(a),
each Designated Agent that receives a Placement Notice, for the period specified in the Placement Notice, will use its commercially reasonable
efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules
of the NYSE American, to sell the Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement
Notice. Each Designated Agent will provide written confirmation to the Company no later than the opening of the Trading Day (as defined
below) immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement
Shares sold on such day, the compensation payable by the Company to the Designated Agent pursuant to Section 2 with respect to
such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by the Designated
Agent (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. Subject to the terms of the Placement
Notice, the Designated Agent may sell Placement Shares by any method permitted by law deemed to be an “at the market offering”
as defined in Rule 415(a)(4) of the Securities Act Regulations, including sales made directly on or through the NYSE American (the
“Exchange”) or any other existing trading market for the Common Stock, in negotiated transactions at market
prices prevailing at the time of sale or at prices related to such prevailing market prices and/or any other method permitted by law.
“Trading Day” means any day on which Common Stock is traded on the Exchange.


 






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4.                  
Suspension of Sales. The Company or the Designated Agent may, upon notice to the other party
in writing (including by email correspondence to each of the individuals of the other party set forth on Schedule 3, if receipt
of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply) or by
telephone (confirmed immediately by verifiable facsimile transmission or email correspondence to each of the individuals of the other
party set forth on Schedule 3), suspend any sale of Placement Shares (a “Suspension”); provided,
however, that such Suspension shall not affect or impair any party’s obligations with respect to any Placement Shares sold
hereunder prior to the receipt of such notice. While a Suspension is in effect any obligation under Sections 7(l), 7(m),
and 7(n) with respect to the delivery of certificates, opinions, or comfort letters to the Agents, shall be waived. Each of the
parties agrees that no such notice under this Section 4 shall be effective against any other party unless it is made to one of
the individuals named on Schedule 3 hereto, as such Schedule may be amended from time to time.


 


5.                  
Sale and Delivery to the Agents; Settlement.


 


(a)                
Sale of Placement Shares. On the basis of the representations and warranties herein
contained and subject to the terms and conditions herein set forth, upon a Designated Agent’s acceptance of the terms of a Placement
Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance
with the terms of this Agreement, the Designated Agent, for the period specified in the Placement Notice, will use its commercially reasonable
efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Placement Shares up to
the amount specified, and otherwise in accordance with the terms of such Placement Notice. The Company acknowledges and agrees that (i)
there can be no assurance that the Designated Agent will be successful in selling Placement Shares, (ii) the Designated Agent will incur
no liability or obligation to the Company or any other person or entity if it does not sell Placement Shares for any reason other than
a failure by the Designated Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and
applicable law and regulations to sell such Placement Shares as required under this Agreement and (iii) the Designated Agent shall be
under no obligation to purchase Placement Shares on a principal basis pursuant to this Agreement, except as otherwise agreed by the Designated
Agent and the Company.


 


(b)              
Settlement of Placement Shares. Unless otherwise specified in the applicable Placement
Notice, settlement for sales of Placement Shares will occur on the second (2nd) Trading Day (or such earlier day as is industry practice
for regular-way trading) following the date on which such sales are made (each, a “Settlement Date”). The Designated
Agent shall notify the Company of each sale of Placement Shares no later than the opening of the Trading Day immediately following the
Trading Day on which it has made sales of Placement Shares hereunder. The amount of proceeds to be delivered to the Company on a Settlement
Date against receipt of the Placement Shares sold (the “Net Proceeds”) will be equal to the aggregate sales
price received by the Designated Agent, after deduction for (i) the Designated Agent’s commission, discount or other compensation
for such sales payable by the Company pursuant to Section 2 hereof, and (ii) any transaction fees imposed by any Governmental Authority
(as defined below) in respect of such sales.


 






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(c)             
 Delivery of Placement Shares. On or before each Settlement Date, the Company will, or will
cause its transfer agent to, electronically transfer the Placement Shares being sold by crediting the account of the Designated Agent,
or such designee’s account (provided the Designated Agent shall have given the Company written notice of such designee at least
one Trading Day prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System
or by such other means of delivery as may be mutually agreed upon by the parties hereto which in all cases shall be freely tradable,
transferable, registered shares in good deliverable form. On each Settlement Date, the Designated Agent will deliver the related Net
Proceeds in same day funds to an account designated by the Company on, or prior to, the Settlement Date. The Company agrees that if the
Company, or its transfer agent (if applicable), defaults in its obligation to deliver Placement Shares on a Settlement Date, the Company
agrees that in addition to and in no way limiting the rights and obligations set forth in Section 10(a) hereto, it will (i) hold
the Designated Agent harmless against any loss, claim, damage, or expense (including reasonable and documented legal fees and expenses),
as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) through no fault
of the Agents and (ii) pay to the Designated Agent (without duplication) any commission, discount, or other compensation to which it
would otherwise have been entitled absent such default.


 


(d)             
Denominations; Registration. Certificates for the Placement Shares, if any, shall be
in such denominations and registered in such names as the Designated Agent may request in writing at least one full Business Day (as defined
below) before the Settlement Date. The certificates for the Placement Shares, if any, will be made available by the Company for examination
and packaging by the Designated Agent in The City of New York not later than noon (New York time) on the Business Day prior to the
Settlement Date.


 


(e)               
Limitations on Offering Size. Under no circumstances shall the Company cause or request
the offer or sale of any Placement Shares if, after giving effect to the sale of such Placement Shares, the aggregate gross sales proceeds
of Placement Shares sold pursuant to this Agreement would exceed the lesser of (A) together with all sales of Placement Shares under
this Agreement, the Maximum Amount and (B) the amount authorized from time to time to be issued and sold under this Agreement by
the Company’s board of directors, a duly authorized committee thereof or a duly authorized executive committee, and notified to
the Agents in writing. Under no circumstances shall the Company cause or request the offer or sale of any Placement Shares pursuant to
this Agreement at a price lower than the minimum price authorized from time to time by the Company’s board of directors, a duly
authorized committee thereof or a duly authorized executive committee. Further, under no circumstances shall the Company cause or permit
the aggregate offering amount of Placement Shares sold pursuant to this Agreement to exceed the Maximum Amount. 


 


(f)                
Sales Through Agents. With respect to the offering and sale of Placement Shares pursuant to
this Agreement, the Company agrees that any offer to sell Placement Shares, any solicitation of an offer to buy Placement Shares, and
any sales of Placement Shares shall only be effected by or through the Designated Agent on any single given day, and the Company shall
in no event request that more than one Agent offer or sell Placement Shares pursuant to this Agreement on the same day.


 






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6.                  
Representations and Warranties of the Company. The Company represents and warrants to, and
agrees with the Agents that as of the date of this Agreement and as of each Applicable Time (as defined below), unless such representation,
warranty or agreement specifies a different time:


 


(a)                
Registration Statement and Prospectus. The Company and the transactions contemplated by this
Agreement meet the requirements for and comply with the applicable conditions set forth in Form S-3 (including General Instructions I.A
and I.B) under the Securities Act. The Registration Statement filed with the Commission has been declared effective by the Commission
under the Securities Act. The Prospectus Supplement will name the Agents as agents in the section entitled “Plan of Distribution.”
The Company has not received, and has no notice of, any order of the Commission preventing or suspending the use of the Registration Statement,
or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated
hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes,
regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or filed as
exhibits to the Registration Statement have been so described or filed. Copies of the Registration Statement, the Prospectus, and any
such amendments or supplements and all documents incorporated by reference therein that were filed with the Commission on or prior to
the date of this Agreement have been delivered, or are available through EDGAR, to the Agents and their counsel. The Company has not distributed
and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute
any offering material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus
and any Issuer Free Writing Prospectus (as defined below) to which the Agents have consented, any such consent not to be unreasonably
withheld, conditioned or delayed. The Common Stock is registered pursuant to Section 12(b) of the Exchange Act and is currently listed
on the Exchange under the trading symbol “UAVS.” The Company has taken no action designed to, or likely to have the effect
of, terminating the registration of the Common Stock under the Exchange Act, delisting the Common Stock from the Exchange, nor has the
Company received any notification that the Commission or the Exchange is contemplating terminating such registration or listing. To the
Company’s knowledge, it is in compliance with all applicable listing requirements of the Exchange. 


 


(b)               
No Misstatement or Omission. The Registration Statement, when it became effective, and the
Prospectus, and any amendment or supplement thereto, on the date of such Prospectus or amendment or supplement, conformed and will conform
in all material respects with the requirements of the Securities Act. At each Settlement Date, the Registration Statement and the Prospectus,
as of such date, will conform in all material respects with the requirements of the Securities Act. The Registration Statement, when it
became effective, did not, and will not, contain an untrue statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading. The Prospectus and any amendment and supplement thereto, on
the date thereof and at each Applicable Time (defined below), did not or will not include an untrue statement of a material fact or omit
to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
The documents incorporated by reference in the Prospectus or any Prospectus Supplement did not, and any further documents filed and incorporated
by reference therein will not, when filed with the Commission, contain an untrue statement of a material fact or omit to state a material
fact required to be stated in such document or necessary to make the statements in such document, in light of the circumstances under
which they were made, not misleading. The foregoing shall not apply to statements in, or omissions from, any such document made in reliance
upon, and in conformity with, information furnished to the Company by Agents specifically for use in the preparation thereof. 


 






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(c)               
Conformity with Securities Act and Exchange Act. The Registration Statement, the Prospectus,
any Issuer Free Writing Prospectus or any amendment or supplement thereto, and the documents incorporated by reference in the Registration
Statement, the Prospectus or any amendment or supplement thereto, when such documents were or are filed with the Commission under the
Securities Act or the Exchange Act or became effective under the Securities Act, as the case may be, conformed or will conform in all
material respects with the requirements of the Securities Act and the Exchange Act, as applicable.


 


(d)             
Financial Information. The consolidated financial statements of the Company included or incorporated
by reference in the Registration Statement, the Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related
notes and schedules, present fairly, in all material respects, the consolidated financial position of the Company and the Subsidiaries
(as defined below) as of the dates indicated and the consolidated results of operations, cash flows and changes in stockholders’
equity of the Company for the periods specified and have been prepared in compliance with the requirements of the Securities Act and Exchange
Act and in conformity with GAAP (as defined below) applied on a consistent basis during the periods involved; the other financial and
statistical data with respect to the Company and the Subsidiaries (as defined below) contained or incorporated by reference in the Registration
Statement, the Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared on a basis
consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma)
that are required to be included or incorporated by reference in the Registration Statement, or the Prospectus that are not included or
incorporated by reference as required; the Company and the Subsidiaries (as defined below) do not have any material liabilities or obligations,
direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (excluding the exhibits
thereto), and the Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus
and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the
rules and regulations of the Commission) comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities
Act, to the extent applicable. The pro forma financial information of the Company and the related notes thereto filed with the Company’s
Current Report on Form 8-K/A filed on April 13, 2021 (the “April 8-K/A”) has been prepared in all material respects
accordance with the Commission’s rules and guidance with respect to pro forma financial information, and the material assumptions
underlying such pro forma financial information are reasonable and are set forth in Company’s April 8-K/A and incorporated by reference
in the Registration Statement and the Prospectus to the extent applicable. The pro forma financial information of the Company and the
related notes thereto filed with the Company’s Current Report on Form 8-K/A filed on May 4, 2021 (the “May 8-K/A”)
has been prepared in all material respects accordance with the Commission’s rules and guidance with respect to pro forma financial
information, and the material assumptions underlying such pro forma financial information are reasonable and are set forth in Company’s
May 8-K/A and incorporated by reference in the Registration Statement and the Prospectus to the extent applicable. The interactive data
in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus fairly
presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and
guidelines applicable thereto. 


 






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(e)                
Conformity with EDGAR Filing. The Prospectus delivered to the Agents for use in connection
with the sale of the Placement Shares pursuant to this Agreement will be identical to the versions of the Prospectus created to be transmitted
to the Commission for filing via EDGAR, except to the extent permitted by Regulation S-T.


 


(f)                
Organization. The Company and each of its Subsidiaries (as defined below) are duly organized,
validly existing as a corporation and in good standing under the laws of their respective jurisdictions of organization. The Company and
each of its Subsidiaries are duly licensed or qualified as a foreign corporation for transaction of business and in good standing under
the laws of each other jurisdiction in which their respective ownership or lease of property or the conduct of their respective businesses
requires such license or qualification, and have all corporate power and authority necessary to own or hold their respective properties
and to conduct their respective businesses as described in the Registration Statement and the Prospectus, except where the failure to
be so qualified or in good standing or have such power or authority would not, individually or in the aggregate, have a material adverse
effect or would reasonably be expected to have a material adverse effect on or affecting the business, properties, management, financial
condition, prospects, stockholders’ equity or results of operations of the Company and the Subsidiaries taken as a whole, or prevent
or materially interfere with consummation of the transactions contemplated hereby (a “Material Adverse Effect”).


 


(g)               
Subsidiaries. The subsidiaries set forth on Schedule 4 (collectively, the “Subsidiaries”),
are the Company’s only significant subsidiaries (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission).
Except as set forth in the Registration Statement and in the Prospectus, the Company owns, directly or indirectly, all of the equity interests
of the Subsidiaries free and clear of any lien, charge, security interest, encumbrance, right of first refusal or other restriction, and
all the equity interests of the Subsidiaries are validly issued and are fully paid, nonassessable and free of preemptive and similar rights.
No Subsidiary is currently prohibited, directly or indirectly, from paying any dividends to the Company, from making any other distribution
on such Subsidiary’s capital stock, from repaying to the Company any loans or advances to such Subsidiary from the Company or from
transferring any of such Subsidiary’s property or assets to the Company or any other Subsidiary of the Company. 


 


(h)               
No Violation or Default. Neither the Company nor any of its Subsidiaries is (i) in violation
of its charter or by-laws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse
of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in
any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries
is a party or by which the Company or any of its Subsidiaries is bound or to which any of the property or assets of the Company or any
of its Subsidiaries are subject; or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any Governmental
Authority, except, in the case of each of clauses (ii) and (iii) above, for any such violation or default that would not, individually
or in the aggregate, have a Material Adverse Effect. To the Company’s knowledge, no other party under any material contract or other
agreement to which it or any of its Subsidiaries is a party is in default in any respect thereunder where such default would have a Material
Adverse Effect.


 






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(i)                  
No Material Adverse Change. Subsequent to the respective dates as of which information is
given in the Registration Statement, the Prospectus and the Issuer Free Writing Prospectuses, if any (including any document deemed incorporated
by reference therein), there has not been (i) any Material Adverse Effect or the occurrence of any development that the Company reasonably
expects will result in a Material Adverse Effect, (ii) any transaction which is material to the Company and the Subsidiaries taken as
a whole, (iii) any obligation or liability, direct or contingent (including any off-balance sheet obligations), incurred by the Company
or any Subsidiary, which is material to the Company and the Subsidiaries taken as a whole, (iv) any material change in the capital stock
or outstanding long-term indebtedness of the Company or any of its Subsidiaries or (v) any dividend or distribution of any kind declared,
paid or made on the capital stock of the Company or any Subsidiary, other than in each case above in the ordinary course of business or
as otherwise disclosed in the Registration Statement or Prospectus (including any document deemed incorporated by reference therein).


 


(j)                 
Capitalization. The issued and outstanding shares of capital stock of the Company have been
validly issued, are fully paid and nonassessable and, other than as disclosed in the Registration Statement or the Prospectus, are not
subject to any preemptive rights, rights of first refusal or similar rights. The Company has an authorized, issued and outstanding capitalization
as set forth in the Registration Statement and the Prospectus as of the dates referred to therein (other than the grant of additional
options under the Company’s existing stock option plans, or changes in the number of outstanding shares of Common Stock of the Company
due to the issuance of shares upon the exercise or conversion of securities exercisable for, or convertible into, Common Stock outstanding
on the date hereof) and such authorized capital stock conforms to the description thereof set forth in the Registration Statement and
the Prospectus. The description of the securities of the Company in the Registration Statement and the Prospectus is complete and accurate
in all material respects. Except as disclosed in or contemplated by the Registration Statement or the Prospectus, as of the date referred
to therein, the Company does not have outstanding any options to purchase, or any rights or warrants to subscribe for, or any securities
or obligations convertible into, or exchangeable for, or any contracts or commitments to issue or sell, any shares of capital stock or
other securities.


 


(k)                
Authorization; Enforceability. The Company has full legal right, power and authority to enter
into this Agreement and perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered
by the Company and is a legal, valid and binding agreement of the Company enforceable in accordance with its terms, except to the extent
that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights
generally and by general equitable principles.


 






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(l)                  
Authorization of Placement Shares. The Placement Shares, when issued and delivered pursuant
to the terms approved by the Board or a duly authorized committee thereof, or a duly authorized executive officer, against payment therefor
as provided herein, will be duly and validly authorized and issued and fully paid and nonassessable, free and clear of any pledge, lien,
encumbrance, security interest or other claim, including any statutory or contractual preemptive rights, resale rights, rights of first
refusal or other similar rights, and will be registered pursuant to Section 12 of the Exchange Act. The Placement Shares, when issued,
will conform to the description thereof set forth in or incorporated into the Prospectus.


 


(m)              
No Consents Required. No consent, approval, authorization, order, registration or qualification
of or with any Governmental Authority is required for the execution, delivery and performance by the Company of this Agreement, the issuance
and sale by the Company of the Placement Shares, except for such consents, approvals, authorizations, orders and registrations or qualifications
as may be required under applicable state securities laws or by the by-laws and rules of the Financial Industry Regulatory Authority (“FINRA”)
or the Exchange in connection with the sale of the Placement Shares by the Agents.


 


(n)                
No Preferential Rights. Except as set forth in the Registration Statement and the Prospectus,
(i) no person, as such term is defined in Rule 1-02 of Regulation S-X promulgated under the Securities Act (each, a “Person”),
has the right, contractual or otherwise, to cause the Company to issue or sell to such Person any Common Stock or shares of any other
capital stock or other securities of the Company, (ii) no Person has any preemptive rights, resale rights, rights of first refusal,
rights of co-sale, or any other rights (whether pursuant to a “poison pill” provision or otherwise) to purchase any Common
Stock or shares of any other capital stock or other securities of the Company, that has not been waived or that such Person has not advised
the Company will not be exercised, (iii) no Person has the right to act as an underwriter or as a financial advisor to the Company in
connection with the offer and sale of the Common Stock, and (iv) no Person has the right, contractual or otherwise, to require the
Company to register under the Securities Act any Common Stock or shares of any other capital stock or other securities of the Company,
or to include any such shares or other securities in the Registration Statement or the offering contemplated thereby, whether as a result
of the filing or effectiveness of the Registration Statement or the sale of the Placement Shares as contemplated thereby or otherwise.


 


(o)                
Independent Public Accounting Firms. Each of WithumSmith+Brown, PC and D. Brooks and Associates
CPAs, P.A. (each, an “Accountant” and together, the “Accountants”), whose reports
on the consolidated financial statements of the Company are filed with the Commission as part of the Company’s most recent Annual
Report on Form 10-K filed with the Commission and incorporated by reference into the Registration Statement and the Prospectus, are and,
during the periods covered by their reports, were independent registered public accounting firms within the meaning of the Securities
Act and the Public Company Accounting Oversight Board (United States). To the Company’s knowledge, neither of the Accountants is
in violation of the auditor independence requirements of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”)
with respect to the Company.


 






    -10- 


     


    

 


(p)               
Enforceability of Agreements. All agreements between the Company and third parties expressly
referenced in the Prospectus are legal, valid and binding obligations of the Company enforceable in accordance with their respective terms,
except to the extent that (i) enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting creditors’ rights generally and by general equitable principles and (ii) the indemnification provisions of certain
agreements may be limited by federal or state securities laws or public policy considerations in respect thereof.


 


(q)               
No Litigation. Except as set forth in the Registration Statement or the Prospectus, there
are no actions, suits or proceedings by or before any Governmental Authority pending, nor, to the Company’s knowledge, any audits
or investigations by or before any Governmental Authority to which the Company or a Subsidiary is a party or to which any property of
the Company or any of its Subsidiaries is the subject that, individually or in the aggregate, would have a Material Adverse Effect and,
to the Company’s knowledge, no such actions, suits, proceedings, audits or investigations are threatened or contemplated by any
Governmental Authority or threatened by others; and (i) there are no current or, to the Company’s knowledge, pending audits
or investigations, actions, suits or proceedings by or before any Governmental Authority that are required under the Securities Act to
be described in the Prospectus that are not so described; and (ii) there are no contracts or other documents that are required under
the Securities Act to be filed as exhibits to the Registration Statement that are not so filed.


 


(r)                 
Consents and Permits. Except as disclosed in the Registration Statement and the Prospectus,
the Company and its Subsidiaries have made all filings, applications and submissions required by, possesses and is operating in compliance
with, all approvals, licenses, certificates, certifications, clearances, consents, grants, exemptions, marks, notifications, orders, permits
and other authorizations issued by, the appropriate federal, state or foreign Governmental Authority necessary for the ownership or lease
of their respective properties or to conduct its businesses as described in the Registration Statement and the Prospectus (collectively,
“Permits”), except for such Permits the failure of which to possess, obtain or make the same would not have
a Material Adverse Effect; the Company and its Subsidiaries are in compliance with the terms and conditions of all such Permits, except
where the failure to be in compliance would not have a Material Adverse Effect; all of the Permits are valid and in full force and effect,
except where any invalidity, individually or in the aggregate, would not be reasonably expected to have a Material Adverse Effect; and
neither the Company nor any of its Subsidiaries has received any written notice relating to the limitation, revocation, cancellation,
suspension, modification or non-renewal of any such Permit which, singly or in the aggregate, if the subject of an unfavorable decision,
ruling or finding, would have a Material Adverse Effect, or has any reason to believe that any such license, certificate, permit or authorization
will not be renewed in the ordinary course. 


 






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(s)               
Intellectual Property. Except as disclosed in the Registration Statement and the Prospectus,
the Company and its Subsidiaries own, possess, license or have other rights to use all foreign and domestic patents, patent applications,
trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology,
Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property”),
necessary for the conduct of their respective businesses as now conducted except to the extent that the failure to own, possess, license
or otherwise hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, have a Material Adverse
Effect. Except as disclosed in the Registration Statement and the Prospectus (i) to the Company’s knowledge, there are no rights
of third parties to any such Intellectual Property owned by the Company and its Subsidiaries; (ii) to the Company’s knowledge, there
is no infringement by third parties of any such Intellectual Property; (iii) there is no pending or, to the Company’s knowledge,
threatened action, suit, proceeding or claim by others challenging the Company’s and its Subsidiaries’ rights in or to any
such Intellectual Property, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding
or claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging
the validity or scope of any such Intellectual Property; (v) there is no pending or, to the Company’s knowledge, threatened action,
suit, proceeding or claim by others that the Company and its Subsidiaries infringe or otherwise violate any patent, trademark, copyright,
trade secret or other proprietary rights of others; (vi) to the Company’s knowledge, there is no third-party U.S. patent or published
U.S. patent application which contains claims for which an Interference Proceeding (as defined in 35 U.S.C. § 135) has been commenced
against any patent or patent application described in the Prospectus as being owned by or licensed to the Company; and (vii) to the Company’s
knowledge, the Company and its Subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has
been licensed to the Company or such Subsidiary, and all such agreements are in full force and effect, except, in the case of any of clauses
(i)-(vii) above, as would not, individually or in the aggregate, result in a Material Adverse Effect.


 


(t)                 
Market Capitalization. At the time the Registration Statement was filed with the Commission,
the Company met the then applicable requirements for the use of Form S-3 under the Securities Act, including, but not limited to, General
Instruction I.B.1 of Form S-3. The Company is not a shell company (as defined in Rule 405 under the Securities Act) and has not been a
shell company for at least 12 calendar months previously and if it has been a shell company at any time previously, has filed current
Form 10 information (as defined in Instruction I.B.6 of Form S-3) with the Commission at least 12 calendar months previously reflecting
its status as an entity that is not a shell company.


 


(u)              
Certain Market Activities. Neither the Company, nor any of the Subsidiaries, nor any of their
respective directors, officers or controlling persons has taken, directly or indirectly, any action designed, or that has constituted
or might reasonably be expected to cause or result in, under the Exchange Act or otherwise, the stabilization or manipulation of the price
of any security of the Company to facilitate the sale or resale of the Placement Shares.


 


(v)               
Broker/Dealer Relationships. Neither the Company nor any of the Subsidiaries (i) is required
to register as a “broker” or “dealer” in accordance with the provisions of the Exchange Act or (ii) directly
or indirectly through one or more intermediaries, controls or is a “person associated with a member” or “associated
person of a member” (within the meaning set forth in the FINRA Manual).


 


(w)               
No Reliance. The Company has not relied upon the Agents or legal counsel for the Agents for
any legal, tax or accounting advice in connection with the offering and sale of the Placement Shares.


 






    -12- 


     


    

 


(x)                
Taxes. The Company and each of its Subsidiaries have filed all federal, state, local and foreign
tax returns which have been required to be filed and paid all taxes shown thereon through the date hereof, to the extent that such taxes
have become due and are not being contested in good faith, except where the failure to so file or pay would not have a Material Adverse
Effect. Except as otherwise disclosed in or contemplated by the Registration Statement or the Prospectus, no tax deficiency has been determined
adversely to the Company or any of its Subsidiaries which has had, or would have, individually or in the aggregate, a Material Adverse
Effect. The Company has no knowledge of any federal, state or other governmental tax deficiency, penalty or assessment which has been
or might be asserted or threatened against it which would have a Material Adverse Effect.


 


(y)              
Title to Real and Personal Property. Except as set forth in the Registration Statement or
the Prospectus, the Company and its Subsidiaries have good and marketable title in fee simple to all items of real property owned by them,
good and valid title to all personal property described in the Registration Statement or Prospectus as being owned by them, in each case
free and clear of all liens, encumbrances and claims, except those matters that (i) do not materially interfere with the use made and
proposed to be made of such property by the Company and any of its Subsidiaries or (ii) would not, individually or in the aggregate, have
a Material Adverse Effect. Any real or personal property described in the Registration Statement or Prospectus as being leased by the
Company and any of its Subsidiaries is held by them under valid, existing and enforceable leases, except those that (A) do not materially
interfere with the use made or proposed to be made of such property by the Company or any of its Subsidiaries or (B) would not be reasonably
expected, individually or in the aggregate, to have a Material Adverse Effect. 


 


(z)               
Environmental Laws. Except as set forth in the Registration Statement or the Prospectus, the
Company and its Subsidiaries (i) are in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations,
decisions and orders relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes,
pollutants or contaminants (collectively, “Environmental Laws”); (ii) have received and are in compliance
with all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses
as described in the Registration Statement and the Prospectus; and (iii) have not received notice of any actual or potential liability
for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants,
except, in the case of any of clauses (i), (ii) or (iii) above, for any such failure to comply or failure to receive required permits,
licenses, other approvals or liability as would not, individually or in the aggregate, have a Material Adverse Effect.


 


(aa)            
Disclosure Controls. The Company and each of its Subsidiaries maintain systems of internal
accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s
general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in
conformity with generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted
only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is
compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company’s
internal control over financial reporting is effective and the Company is not aware of any material weaknesses in its internal control
over financial reporting (other than as set forth in the Prospectus). Since the date of the latest audited financial statements of the
Company included in the Prospectus, there has been no change in the Company’s internal control over financial reporting that has
materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting (other
than as set forth in the Prospectus). The Company has established disclosure controls and procedures (as defined in Exchange Act Rules
13a-15 and 15d-15) for the Company and designed such disclosure controls and procedures to ensure that material information relating to
the Company and each of its Subsidiaries is made known to the certifying officers by others within those entities, particularly during
the period in which the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, is being prepared.
The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as
required by Rule 13a-15 of the Exchange Act.


 






    -13- 


     


    

 


(bb)            
Sarbanes-Oxley. There is and has been no failure on the part of the Company or, to the Company’s
knowledge, any of the Company’s directors or officers, in their capacities as such, to comply in all material respects with any
applicable provisions of the Sarbanes-Oxley Act and the rules and regulations promulgated thereunder, including Section 402 related to
loans and Sections 302 and 906 related to certifications.


 


(cc)             
Finder’s Fees. Neither the Company nor any of the Subsidiaries has incurred any liability
for any finder’s fees, brokerage commissions or similar payments in connection with the transactions herein contemplated, except
as may otherwise exist with respect to Agents pursuant to this Agreement.


 


(dd)            
Labor Disputes. No labor disturbance by or dispute with employees of the Company or any of
its Subsidiaries exists or, to the knowledge of the Company, is threatened which would result in a Material Adverse Effect.


 


(ee)             
Investment Company Act. Neither the Company nor any of the Subsidiaries is or, after giving
effect to the offering and sale of the Placement Shares, will be an “investment company” or an entity “controlled”
by an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended (the “Investment
Company Act”).


 


(ff)              
Operations. The operations of the Company and its Subsidiaries are and have been conducted
at all times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions
Reporting Act of 1970, as amended, applicable money laundering statutes of all jurisdictions to which the Company or its Subsidiaries
are subject, and applicable rules and regulations thereunder (collectively, the “Money Laundering Laws”), and
no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company
with respect to the Money Laundering Laws is pending, or, to the knowledge of the Company, threatened.


 


(gg)          
Underwriter Agreements. The Company is not a party to any agreement with an agent or underwriter
for any other “at the market” or continuous equity transaction.


 






    -14- 


     


    

 


(hh)           
ERISA. To the knowledge of the Company, each material employee benefit plan, within the meaning
of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), that is maintained,
administered or contributed to by the Company or any of its affiliates for employees or former employees of the Company and any of its
Subsidiaries has been maintained in material compliance with its terms and the requirements of any applicable statutes, orders, rules
and regulations, including but not limited to ERISA and the Internal Revenue Code of 1986, as amended (the “Code”);
no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred which would result in
a material liability to the Company with respect to any such plan excluding transactions effected pursuant to a statutory or administrative
exemption; and for each such plan that is subject to the funding rules of Section 412 of the Code or Section 302 of ERISA, no “accumulated
funding deficiency” as defined in Section 412 of the Code has been incurred, whether or not waived, and the fair market value of
the assets of each such plan (excluding for these purposes accrued but unpaid contributions) exceeds the present value of all benefits
accrued under such plan determined using reasonable actuarial assumptions.


 


(ii)                
Forward-Looking Statements. No forward-looking statement (within the meaning of Section 27A
of the Securities Act and Section 21E of the Exchange Act) (a “Forward-Looking Statement”) contained in the
Registration Statement and the Prospectus has been made or reaffirmed without a reasonable basis or has been disclosed other than in good
faith. 


 


(jj)               
Agents Purchases. The Company acknowledges and agrees that Agents have informed the Company
that the Agents may, to the extent permitted under the Securities Act and the Exchange Act, purchase and sell Common Stock for their own
accounts while this Agreement is in effect, provided, that (i) no such purchase or sales shall take place while a Placement
Notice is in effect (except to the extent the Agents may engage in sales of Placement Shares purchased or deemed purchased from the Company
as a “riskless principal” or in a similar capacity) and (ii) the Company shall not be deemed to have authorized or consented
to any such purchases or sales by the Agents.


 


(kk)            
Margin Rules. Neither the issuance, sale and delivery of the Placement Shares nor the application
of the proceeds thereof by the Company as described in the Registration Statement and the Prospectus will violate Regulation T, U or X
of the Board of Governors of the Federal Reserve System or any other regulation of such Board of Governors.


 


(ll)                
Insurance. The Company and each of its Subsidiaries carry, or are covered by, insurance in
such amounts and covering such risks as the Company and each of its Subsidiaries reasonably believe are adequate for the conduct of their
respective businesses and the value of their respective properties. The Company and each of its Subsidiaries have no reason to believe
that they will not be able to renew their existing insurance coverage as and when such coverage expires or to obtain similar coverage
from similar insurers as may be necessary to continue its business at a cost that would not have a Material Adverse Effect. The Company
has not received written notice from any insurer, agent of such insurer or the broker of the Company that any material capital improvements
or any other material expenditures (other than premium payments) are required or necessary to be made in order to continue such insurance.



 






    -15- 


     


    

 


(mm)        
No Improper Practices. Neither the Company nor any Subsidiary nor any director, officer or
employee of the Company or any Subsidiary nor, to the Company’s knowledge, any agent, affiliate or other person acting on behalf
of the Company or any Subsidiary has (i) violated or is in violation of any applicable provision of the U.S. Foreign Corrupt Practices
Act of 1977, as amended, or any other applicable anti-bribery or anti-corruption law (collectively, “Anti-Corruption Laws”),
(ii) promised, offered, provided, attempted to provide or authorized the provision of anything of value, directly or indirectly, to any
person for the purpose of obtaining or retaining business, influencing any act or decision of the recipient, or securing any improper
advantage in violation of any Anti-Corruption Laws; or (iii) made any payment of funds of the Company or any Subsidiary or received or
retained any funds in violation of any Anti-Corruption Laws.


 


(nn)            
Status Under the Securities Act. The Company was not and is not an ineligible issuer as defined
in Rule 405 under the Securities Act at the times specified in Rules 164 and 433 under the Securities Act in connection with the offering
of the Placement Shares.


 


(oo)            
No Misstatement or Omission in an Issuer Free Writing Prospectus. Each Issuer Free Writing
Prospectus, if any, as of its issue date and as of each Applicable Time (as defined in Section 23 below), did not, does not and
will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement
or the Prospectus, including any Incorporated Document deemed to be a part thereof that has not been superseded or modified. The foregoing
sentence does not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with written
information furnished to the Company by the Agents specifically for use therein.


 


(pp)            
No Conflicts. Neither the execution of this Agreement, nor the issuance, offering or sale
of the Placement Shares, nor the consummation of any of the transactions contemplated herein and therein, nor the compliance by the Company
with the terms and provisions hereof and thereof will conflict with, or will result in a breach of, any of the terms and provisions of,
or has constituted or will constitute a default under, or has resulted in or will result in the creation or imposition of any lien, charge
or encumbrance upon any property or assets of the Company pursuant to the terms of any contract or other agreement to which the Company
may be bound or to which any of the property or assets of the Company is subject, except (i) such conflicts, breaches or defaults as may
have been waived and (ii) such conflicts, breaches and defaults that would not have a Material Adverse Effect; nor will such action result
(x) in any violation of the provisions of the organizational or governing documents of the Company, or (y) in any material violation of
the provisions of any statute or any order, rule or regulation applicable to the Company or of any Governmental Authority having jurisdiction
over the Company.


 


(qq)         
 Sanctions. (i) The Company represents that neither the Company nor any of its Subsidiaries
(collectively, the “Entity”) or any director, officer, employee, agent, affiliate or representative of the Entity,
is a government, individual, or entity (in this paragraph (ss), “Person”) that is, or is owned or controlled
by a Person that is:


 






    -16- 


     


    

 


(A) the subject of any
sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”),
the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authorities, including,
without limitation, designation on OFAC’s Specially Designated Nationals and Blocked Persons List or OFAC’s Foreign Sanctions
Evaders List (as amended, collectively, “Sanctions”), nor


 


(B) located, organized
or resident in a country or territory that is the subject of Sanctions that broadly prohibit dealings with that country or territory (including,
without limitation, Cuba, Iran, North Korea, Syria and the Crimea Region of the Ukraine) (the “Sanctioned Countries”)).


 


(ii) The Entity represents
and covenants that it will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available
such proceeds to any subsidiary, joint venture partner or other Person:


 


(A) to fund or facilitate
any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is
the subject of Sanctions or is a Sanctioned Country, except as authorized under applicable Sanctions; or


 


(B) in any other manner
that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter,
advisor, investor or otherwise).


 


(iii) The Entity represents
and covenants that, except as detailed in the Registration Statement and the Prospectus, for the past 5 years, it has not engaged in,
is not now engaging in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at
the time of the dealing or transaction is or was the subject of Sanctions prohibiting such dealing or transaction or is or was a Sanctioned
Country.


 


(rr)               
Stock Transfer Taxes. On each Settlement Date, all stock transfer or other taxes (other than
income taxes) which are required to be paid in connection with the sale and transfer of the Placement Shares to be sold hereunder will
be, or will have been, fully paid or provided for by the Company and all laws imposing such taxes will be or will have been fully complied
with.


 


(ss)            
Compliance with Laws. The Company and each of its Subsidiaries are in material compliance
with all applicable laws, regulations and statutes (including all environmental laws and regulations) in the jurisdictions in which it
carries on business; the Company has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any
facts that could give rise to a notice of non-compliance with any such laws, regulations and statutes, and is not aware of any pending
change or contemplated change to any applicable law or regulation or governmental position; in each case that would materially adversely
affect the business of the Company or the business or legal environment under which the Company operates.


 


(tt)             
Statistical and Market-Related Data. The statistical and market-related data included in the
Registration Statement and Prospectus are based on or derived from sources that the Company believes to be reliable and accurate (but
has not independently verified) or represent the Company’s good faith estimates that are made on the basis of data derived from
such sources.


 






    -17- 


     


    

 


(uu)            
Cybersecurity. (i)(x) There has been no material security breach or attack or other compromise
of or relating to any of the Company’s and its subsidiaries’ information technology and computer systems, networks, hardware,
software, data (including the data of their respective customers, employees, suppliers, vendors and any third party data maintained by
or on behalf of them), equipment or technology (“IT Systems and Data”), and (y) the Company and its subsidiaries
have not been notified of, and have no knowledge of any event or condition that would reasonably be expected to result in any material
security breach, attack or compromise to their IT Systems and Data, (ii) the Company and its subsidiaries have complied, and are presently
in compliance with, in all material respects, all applicable laws, statutes or any judgment, order, rule or regulation of any court or
arbitrator or governmental or regulatory authority and all industry guidelines, standards, internal policies and contractual obligations
relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access,
misappropriation or modification and (iii) the Company and its subsidiaries have implemented backup and disaster recovery technology consistent
with industry standards and practice.


 


(vv)            
Compliance with Data Privacy Laws. The Company and its Subsidiaries are, and at all prior
times were, in material compliance with all applicable state and federal data privacy and security laws and regulations, including without
limitation the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic
and Clinical Health Act (collectively, “HIPAA”) and the European Union General Data Protection Regulation (“GDPR”)
(EU 2016/679) (collectively, the “Privacy Laws”). To ensure compliance with the Privacy Laws, the Company has
in place, complies with, and takes appropriate steps to ensure compliance in all material respects with their policies and procedures
relating to data privacy and security and the collection, storage, use, processing, disclosure, handling, and analysis of Personal Data
(defined below) (the “Policies”). “Personal Data” means (i) a natural person’s name, street
address, telephone number, e-mail address, photograph, social security number or tax identification number, driver’s license number,
passport number, credit card number, bank information, or customer or account number; (ii) any information which would qualify as “personally
identifying information” under the Federal Trade Commission Act, as amended; (iii) “personal data” as defined by GDPR;
(iv) any information which would qualify as “protected health information” under HIPAA; and (v) any other piece of information
that allows the identification of such natural person, or his or her family, or permits the collection or analysis of any data related
to an identified person’s health or sexual orientation. The Company has at all times made all disclosures to users or customers
required by applicable laws and regulatory rules or requirements, and none of such disclosures made or contained in any Policy have been
inaccurate or in violation of any applicable laws and regulatory rules or requirements in any material respect. The Company further certifies
that neither it nor any subsidiary: (i) has received notice of any actual or potential liability under or relating to, or actual or potential
violation of, any of the Privacy Laws, and has no knowledge of any event or condition that would reasonably be expected to result in any
such notice; (ii) is currently conducting or paying for, in whole or in part, any investigation, remediation, or other corrective action
pursuant to any Privacy Law; or (iii) is a party to any order, decree, or agreement that imposes any obligation or liability under any
Privacy Law.


 






    -18- 


     


    

 


(ww)          
Solvency. The Company is not as of the date hereof, and after giving effect to the offering
and sale of the Placement Shares, will not be Insolvent (as defined below). For purposes of this Section 6(ww), “Insolvent”
means, with respect to any person, (i) the present fair saleable value of such person’s assets is less than the amount required
to pay such person’s total indebtedness, (ii) such person is unable to pay its debts and liabilities, subordinated, contingent or
otherwise, as such debts and liabilities become absolute and matured, (iii) such person intends to incur or believes that it will incur
debts that would be beyond its ability to pay as such debts mature or (iv) such person has unreasonably small capital with which to conduct
the business in which it is engaged as such business is now conducted and is proposed to be conducted.


 


Any certificate signed by an officer
of the Company and delivered to the Agents or to counsel for the Agents pursuant to or in connection with this Agreement shall be deemed
to be a representation and warranty by the Company, as applicable, to the Agents as to the matters set forth therein.


 


7.                  
Covenants of the Company. The Company covenants and agrees with the Agents that:


 


(a)                
Registration Statement Amendments. After the date of this Agreement and during any period
in which a Prospectus relating to any Placement Shares is required to be delivered by a Designated Agent under the Securities Act (including
in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar rule), (i) the
Company will notify the Agents promptly of the time when any subsequent amendment to the Registration Statement, other than documents
incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus
has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for
additional information, (ii) the Company will prepare and file with the Commission, promptly upon the Agents’ reasonable request,
any amendments or supplements to the Registration Statement or Prospectus that, in the Agents’ reasonable opinion, may be necessary
or advisable in connection with the distribution of the Placement Shares by the Agents (provided, however, that the failure
of the Agents to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’
right to rely on the representations and warranties made by the Company in this Agreement and provided, further, that the
only remedy the Agents shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement
until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement
or Prospectus relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted
to the Agents within a reasonable period of time before the filing and the Agents has not objected thereto (provided, however,
that the failure of the Agents to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect
the Agents’ right to rely on the representations and warranties made by the Company in this Agreement and provided, further,
that the only remedy the Agents shall have with respect to the failure by the Company to obtain such consent shall be to cease making
sales under this Agreement) and the Company will furnish to the Agents at the time of filing thereof a copy of any document that upon
filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via
EDGAR; and (iv) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required
pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated therein by
reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination
to file or not file any amendment or supplement with the Commission under this Section 7(a), based on the Company’s reasonable
opinion or reasonable objections, shall be made exclusively by the Company).


 






    -19- 


     


    

 


(b)                
Notice of Commission Stop Orders. The Company will advise the Agents, promptly after it receives
notice or obtains knowledge thereof, of the issuance or threatened issuance by the Commission of any stop order suspending the effectiveness
of the Registration Statement, of the suspension of the qualification of the Placement Shares for offering or sale in any jurisdiction,
or of the initiation or threatening of any proceeding for any such purpose; and it will promptly use its commercially reasonable efforts
to prevent the issuance of any stop order or to obtain its withdrawal if such a stop order should be issued. The Company will advise the
Agents promptly after it receives any request by the Commission for any amendments to the Registration Statement or any amendment or supplements
to the Prospectus or any Issuer Free Writing Prospectus or for additional information related to the offering of the Placement Shares
or for additional information related to the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus.


 


(c)                
Delivery of Prospectus; Subsequent Changes. During any period in which a Prospectus relating
to the Placement Shares is required to be delivered by a Designated Agent under the Securities Act with respect to the offer and sale
of the Placement Shares, (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities
Act or similar rule), the Company will comply with all requirements imposed upon it by the Securities Act, as from time to time in force,
and to file on or before their respective due dates all reports and any definitive proxy or information statements required to be filed
by the Company with the Commission pursuant to Sections 13(a), 13(c), 14, 15(d) or any other provision of or under the Exchange Act. If
the Company has omitted any information from the Registration Statement pursuant to Rule 430B under the Securities Act, it will use its
best efforts to comply with the provisions of and make all requisite filings with the Commission pursuant to said Rule 430B and to notify
the Agents promptly of all such filings if not available on EDGAR. If during such period any event occurs as a result of which the Prospectus
as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary to make
the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend
or supplement the Registration Statement or Prospectus to comply with the Securities Act, the Company will promptly notify the Designated
Agent to suspend the offering of Placement Shares during such period and the Company will promptly amend or supplement the Registration
Statement or Prospectus (at the expense of the Company) so as to correct such statement or omission or effect such compliance; provided,
however, that the Company may delay any such amendment or supplement if, in the reasonable judgment of the Company, it is in the interests
of the Company to do so. Until such time as the Company shall have corrected such misstatement or omission or effected such compliance,
the Company shall not notify the Agent to resume the offering of Placement Shares.


 






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(d)                
Listing of Placement Shares. Prior to the date of the first Placement Notice, the Company
will use its reasonable best efforts to cause the Placement Shares to be listed on the Exchange.


 


(e)                
Delivery of Registration Statement and Prospectus. The Company will furnish to the Agents
and their counsel (at the expense of the Company) copies of the Registration Statement, the Prospectus (including all documents incorporated
by reference therein) and all amendments and supplements to the Registration Statement or Prospectus that are filed with the Commission
during any period in which a Prospectus relating to the Placement Shares is required to be delivered under the Securities Act (including
all documents filed with the Commission during such period that are deemed to be incorporated by reference therein), in each case as soon
as reasonably practicable and in such quantities as the Agents may from time to time reasonably request and, at request of the Agents,
will also furnish copies of the Prospectus to each exchange or market on which sales of the Placement Shares may be made; provided,
however, that the Company shall not be required to furnish any document (other than the Prospectus) to the Agents to the extent
such document is available on EDGAR.


 


(f)                 
Earning Statement. The Company will make generally available to its security holders as soon
as practicable, but in any event not later than 15 months after the end of the Company’s current fiscal quarter, an earning statement
covering a 12-month period that satisfies the provisions of Section 11(a) and Rule 158 of the Securities Act; provided that the Company
will be deemed to have furnished such statement to its security holders to the extent it is available on EDGAR.


 


(g)               
Use of Proceeds. The Company will use the Net Proceeds as described in the Prospectus in the
section entitled “Use of Proceeds.”


 


(h)               
Notice of Other Sales. Without the prior written consent of the Agents, the Company will not,
directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Stock (other
than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock, warrants
or any rights to purchase or acquire, Common Stock during the period beginning on the fifth (5th) Trading Day immediately prior
to the date on which any Placement Notice is delivered to a Designated Agent hereunder and ending on the fifth (5th) Trading
Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the
Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of
such suspension or termination); and will not directly or indirectly in any other “at the market” or continuous equity transaction
offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Stock (other than the Placement Shares
offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase
or acquire, Common Stock prior to the sixtieth (60th) day immediately following the termination of this Agreement; provided,
however, that such restrictions will not be required in connection with the Company’s issuance or sale of (i) Common
Stock, options to purchase Common Stock or Common Stock issuable upon the exercise of options, including any Common Stock sold on behalf
of an employee to cover tax withholding obligations, pursuant to any employee or director stock option or benefits plan, stock ownership
plan or dividend reinvestment plan (but not Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan)
of the Company whether now in effect or hereafter implemented, (ii) Common Stock issuable upon conversion of securities or the exercise
of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on EDGAR or otherwise
in writing to the Agents and (iii) Common Stock or securities convertible into or exchangeable for shares of Common Stock as consideration
for mergers, acquisitions, other business combinations or research, collaboration, technology license, development, marketing or other
similar agreements or strategic partnerships or alliances occurring after the date of this Agreement which are not issued for capital
raising purposes.


 






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(i)                 
Change of Circumstances. The Company will, at any time during the pendency of a Placement
Notice advise the Designated Agent promptly after it shall have received notice or obtained knowledge thereof, of any information or fact
that would alter or affect in any material respect any opinion, certificate, letter or other document required to be provided to the Agents
pursuant to this Agreement.


 


(j)                 
Due Diligence Cooperation. The Company will cooperate with any reasonable due diligence review
conducted by the Agents or their representatives in connection with the transactions contemplated hereby, including, without limitation,
providing information and making available documents and senior corporate officers, during regular business hours and at the Company’s
principal offices, as the Agents may reasonably request.


 


(k)               
Required Filings Relating to Placement of Placement Shares. The Company agrees that on such
dates as the Securities Act shall require, with respect to the Placement Shares, the Company will (i) file a prospectus supplement
with the Commission under the applicable paragraph of Rule 424(b) under the Securities Act (each and every filing date under Rule 424(b),
a “Filing Date”), which prospectus supplement will set forth, within the relevant period, the amount of Placement
Shares sold through the Agents, the Net Proceeds to the Company and the compensation payable by the Company to the Agents with respect
to such Placement Shares, and (ii) deliver such number of copies of each such prospectus supplement to each exchange or market on
which such sales were effected as may be required by the rules or regulations of such exchange or market.


 


(l)                 
Representation Dates; Certificate. (1) On or prior to the date of the first Placement Notice
and (2) each time the Company:


 


(i) files the Prospectus relating
to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering of securities other
than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective
amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus
relating to the Placement Shares;


 






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(ii) files an annual report on
Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously
filed Form 10-K);


 


(iii) files its quarterly reports
on Form 10-Q under the Exchange Act; or


 


(iv) files a current report on
Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K
or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations
in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act (each date of filing of one or more of
the documents referred to in clauses (i) through (iv) shall be a “Representation Date”);


 


the Company shall furnish the Agents
(but in the case of clause (iv) above only if the Agents reasonably determine that the information contained in such Form 8-K is material)
with a certificate dated the Representation Date, in the form and substance satisfactory to the Agents and their counsel, substantially
similar to the form previously provided to the Agents and their counsel, modified, as necessary, to relate to the Registration Statement
and the Prospectus as amended or supplemented. The requirement to provide a certificate under this Section 7(l) shall be waived
for any Representation Date occurring (i) at a time at which no Placement Notice is pending or (ii) at a time a Suspension is in effect,
which waiver shall continue until the earlier to occur of the date the Company delivers instructions for the sale of Placement Shares
hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date. Notwithstanding
the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when no Placement Notice is
pending or a Suspension was in effect and did not provide the Agents with a certificate under this Section 7(l), then before the
Company delivers the instructions for the sale of Placement Shares or the Agents sell any Placement Shares pursuant to such instructions,
the Company shall provide the Agents with a certificate in conformity with this Section 7(l) dated as of the date that the instructions
for the sale of Placement Shares are issued.


 


(m)              
Legal Opinion. (1) On or prior to the date of the first Placement Notice and (2) within five
(5) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section
7(l) for which no waiver is applicable and excluding the date of this Agreement, the Company shall cause to be furnished to the Agents
a written opinion from each of (i) of Loeb & Loeb LLP and (ii) Sherman & Howard L.L.C. (each “Company Counsel”),
or other counsel reasonably satisfactory to the Agents, in form and substance satisfactory to the Agents and their counsel, substantially
similar to the form previously provided to the Agents and their counsel, modified, as necessary, to relate to the Registration Statement
and the Prospectus as then amended or supplemented; provided, however, the Company shall be required to furnish to Agents
no more than one opinion hereunder per calendar quarter; provided, further, that in lieu of such opinions for subsequent
periodic filings under the Exchange Act, counsel may furnish the Agents with a letter (a “Reliance Letter”)
to the effect that the Agents may rely on a prior opinion delivered under this Section 7(m) to the same extent as if it were dated
the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the
Prospectus as amended or supplemented as of the date of the Reliance Letter). 


 






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(n)               
Comfort Letters. (1) On or prior to the date of the first Placement Notice and (2) within
five (5) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to
Section 7(l) for which no waiver is applicable and excluding the date of this Agreement, the Company shall cause each of the Accountants
to furnish the Agents letters (the “Comfort Letters”), dated the date the Comfort Letters are delivered, which
shall meet the requirements set forth in this Section 7(n); provided, that if requested by the Agents, the Company shall
cause Comfort Letters to be furnished to the Agents within ten (10) Trading Days of the date of occurrence of any material transaction
or event, including the restatement of the Company’s financial statements. The Comfort Letters from the Company’s Accountants
shall be in a form and substance satisfactory to the Agents, (i) confirming that they are independent registered public accounting firms
within the meaning of the Securities Act and the PCAOB, (ii) stating, as of such date, the conclusions and findings of such firms with
respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters
in connection with registered public offerings (the first such letter, the “Initial Comfort Letters”) and (iii)
updating the Initial Comfort Letters with any information that would have been included in the Initial Comfort Letters had they been
given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented
to the date of such letter. In addition, on or prior to the date of the first Placement Notice, the Company shall cause (A) each of (i)
WithumSmith+Brown, PC and (ii) Salberg & Company, P.A., independent registered public accounting firms for MicaSense, Inc. and (B)
Morison Cogen LLP, independent registered public accounting firm for Measure Global, Inc., to furnish the Agents a letter, dated the
date such letter is delivered, which shall meet the requirements set forth in this Section 7(n), in a form and substance satisfactory
to the Agents, (i) confirming that they are each an independent registered public accounting firm within the meaning of the Securities
Act and the PCAOB, and (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information
and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered
public offerings. The letter to be furnished by (A) each of (i) WithumSmith+Brown, PC and (ii) Salberg & Company, P.A. with respect
to MicaSense, Inc. and (B) Morison Cogen LLP with respect to Measure Global, Inc., shall only be required prior to the first Placement
Date and shall not be required on each Representation Date.


 


(o)               
Market Activities. The Company will not, directly or indirectly, (i) take any action
designed to cause or result in, or that constitutes or would reasonably be expected to constitute, the stabilization or manipulation of
the price of any security of the Company to facilitate the sale or resale of Common Stock or (ii) sell, bid for, or purchase Common
Stock in violation of Regulation M, or pay anyone any compensation for soliciting purchases of the Placement Shares other than the Agents.


 


(p)              
Investment Company Act. The Company will conduct its affairs in such a manner so as to reasonably
ensure that neither it nor any of its Subsidiaries will be or become, at any time prior to the termination of this Agreement, required
to register as an “investment company,” as such term is defined in the Investment Company Act.


 


(q)              
No Offer to Sell. Other than an Issuer Free Writing Prospectus approved in advance by the
Company and the Agents in their capacity as agent hereunder, neither the Agents nor the Company (including its agents and representatives,
other than the Agents in their capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as
defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation
of an offer to buy Placement Shares hereunder.


 






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(r)                 
Blue Sky and Other Qualifications. The Company will use its commercially reasonable
efforts, in cooperation with the Agents, to qualify the Placement Shares for offering and sale, or to obtain an exemption for the Placement
Shares to be offered and sold, under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the
Agents may designate and to maintain such qualifications and exemptions in effect for so long as required for the distribution of the
Placement Shares (but in no event for less than one year from the date of this Agreement); provided, however, that the Company
shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities
in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction
in which it is not otherwise so subject. In each jurisdiction in which the Placement Shares have been so qualified or exempt, the Company
will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification or exemption,
as the case may be, in effect for so long as required for the distribution of the Placement Shares (but in no event for less than one
year from the date of this Agreement).


 


(s)               
Sarbanes-Oxley Act. The Company and the Subsidiaries will maintain and keep accurate books
and records reflecting their assets and maintain internal accounting controls in a manner designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles and including those policies and procedures that (i) pertain to the maintenance of records that in
reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable
assurance that transactions are recorded as necessary to permit the preparation of the Company’s consolidated financial statements
in accordance with generally accepted accounting principles, (iii) that receipts and expenditures of the Company are being made only
in accordance with management’s and the Company’s directors’ authorization, and (iv) provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have
a material effect on its financial statements. The Company and the Subsidiaries will maintain such controls and other procedures, including,
without limitation, those required by Sections 302 and 906 of the Sarbanes-Oxley Act, and the applicable regulations thereunder that are
designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange
Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, including,
without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports
that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal
executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding
required disclosure and to ensure that material information relating to the Company or the Subsidiaries is made known to them by others
within those entities, particularly during the period in which such periodic reports are being prepared.


 






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(t)                 
Secretary’s Certificate; Further Documentation. Prior to the date of the first Placement
Notice, the Company shall deliver to the Agents a certificate of the Secretary of the Company and attested to by an executive officer
of the Company, dated as of such date, certifying as to (i) the Amended and Restated Articles of Incorporation, as amended, of the Company,
(ii) the Amended and Restated By-laws of the Company, (iii) the resolutions of the Board of Directors of the Company authorizing the execution,
delivery and performance of this Agreement and the issuance of the Placement Shares and (iv) the incumbency of the officers duly authorized
to execute this Agreement and the other documents contemplated by this Agreement. Within five (5) Trading Days of each Representation
Date, the Company shall have furnished to the Agents such further information, certificates and documents as the Agents may reasonably
request.


 


8.                  
Payment of Expenses. The Company will pay all expenses incident to the performance of its
obligations under this Agreement, including (i) the preparation and filing of the Registration Statement, including any fees required
by the Commission, and the printing or electronic delivery of the Prospectus as originally filed and of each amendment and supplement
thereto, in such number as the Agents shall deem necessary, (ii) the printing and delivery to the Agents of this Agreement and such other
documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Placement Shares, (iii) the
preparation, issuance and delivery of the certificates, if any, for the Placement Shares to the Agents, including any stock or other transfer
taxes and any capital duties, stamp duties or other duties or taxes payable upon the sale, issuance or delivery of the Placement Shares
to the Agents, (iv) the fees and disbursements of the counsel, accountants and other advisors to the Company, (v) the fees and
expenses of the Agents including but not limited to the fees and expenses of the counsel to the Agents, payable within 30 days of the
execution of this Agreement, in an amount not to exceed $50,000 as of the date of this Agreement, plus an additional amount not to exceed
$15,000 per fiscal quarter on an ongoing basis during the term of this Agreement, (vi) the qualification or exemption of the Placement
Shares under state securities laws in accordance with the provisions of Section 7(r) hereof, including filing fees, but excluding
fees of the Agents’ counsel, (vii) the printing and delivery to the Agents of copies of any Permitted Issuer Free Writing Prospectus
and the Prospectus and any amendments or supplements thereto in such number as the Agents shall deem necessary, (viii) the preparation,
printing and delivery to the Agents of copies of the blue sky survey, (ix) the fees and expenses of the transfer agent and registrar
for the Common Stock, (x) the filing and other fees incident to any review by FINRA of the terms of the sale of the Placement Shares
including the fees of the Agents’ counsel (subject to the cap, set forth in clause (v) above), and (xi) the fees and expenses
incurred in connection with the listing of the Placement Shares on the Exchange.


 


9.                  
Conditions to Agents’ Obligations. The obligations of the Agents hereunder with respect
to a Placement will be subject to the continuing accuracy and completeness of the representations and warranties made by the Company herein,
to the due performance by the Company of its obligations hereunder, to the completion by the Agents of a due diligence review satisfactory
to it in their reasonable judgment, and to the continuing satisfaction (or waiver by the Agents in their sole discretion) of the following
additional conditions:


 






    -26- 


     


    

 


(a)              
Registration Statement Effective. The Registration Statement shall be effective and shall
be available for the (i) resale of all Placement Shares issued to the Agents and not yet sold by the Agents and (ii) sale of all
Placement Shares contemplated to be issued by any Placement Notice.


 


(b)              
No Material Notices. None of the following events shall have occurred and be continuing: (i) receipt
by the Company of any request for additional information from the Commission or any other federal or state Governmental Authority during
the period of effectiveness of the Registration Statement, the response to which would require any post-effective amendments or supplements
to the Registration Statement or the Prospectus; (ii) the issuance by the Commission or any other federal or state Governmental Authority
of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt
by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Placement
Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; or (iv) the occurrence of
any event that makes any statement of a material fact made in the Registration Statement or the Prospectus or any document incorporated
or deemed to be incorporated therein by reference untrue or that requires the making of any changes in the Registration Statement, the
Prospectus or Incorporated Documents so that, in the case of the Registration Statement, it will not contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading
and, that in the case of the Prospectus, it will not contain an untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made,
not misleading.


 


(c)                
No Misstatement or Material Omission. The Agents shall not have advised the Company that the
Registration Statement or Prospectus, or any amendment or supplement thereto, contains an untrue statement of fact that in the Agents’
reasonable opinion, in consultation with outside counsel, is material, or omits to state a fact that in the Agents’ reasonable opinion
is material and is required to be stated therein or is necessary to make the statements therein not misleading.


 


(d)                
Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s
reports filed with the Commission, there shall not have been any material adverse change in the authorized capital stock of the Company
or any Material Adverse Effect or any development that would cause a Material Adverse Effect, or a downgrading in or withdrawal of the
rating assigned to any of the Company’s securities (other than asset backed securities) by any rating organization or a public announcement
by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset
backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment
of the Agents (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable
or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.


 






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(e)                
Legal Opinions. 


 


(i)                  
The Agents shall have received the opinions of each Company Counsel required to be delivered pursuant
to Section 7(m) on or before the date on which such delivery of such opinions is required pursuant to Section 7(m).


 


(ii)                
On each date on which delivery of opinions by the Company is required pursuant to Section 7(m),
the Agents shall have delivered to the Company the opinion and negative assurance letter of Goodwin Procter LLP, counsel for the Agents,
in form and substance satisfactory to the Company, dated as of such date.


 


(f)                 
Comfort Letters. The Agents shall have received each of the comfort letters required to be
delivered pursuant to Section 7(n) on or before the date on which such delivery of such comfort letters are required pursuant to
Section 7(n).


 


(g)                
Representation Certificate. The Agents shall have received the certificate required to be
delivered pursuant to Section 7(l) on or before the date on which delivery of such certificate is required pursuant to Section
7(l).


 


(h)                
No Suspension. Trading in the Common Stock shall not have been suspended on the Exchange and
the Common Stock shall not have been delisted from the Exchange.


 


(i)                  
Other Materials. On each date on which the Company is required to deliver a certificate pursuant
to Section 7(l), the Company shall have furnished to the Agents such appropriate further information, opinions, certificates, letters
and other documents as the Agents may reasonably request. All such opinions, certificates, letters and other documents will be in compliance
with the provisions hereof.


 


(j)                 
Securities Act Filings Made. All filings with the Commission required by Rule 424 under the
Securities Act to have been filed prior to the issuance of any Placement Notice hereunder shall have been made within the applicable time
period prescribed for such filing by Rule 424.


 


(k)                
Approval for Listing. The Placement Shares shall either have been (i) approved for listing
on the Exchange, subject only to notice of issuance, or (ii) the Company shall have filed an application for listing of the Placement
Shares on the Exchange at, or prior to, the issuance of any Placement Notice and the Exchange shall have reviewed such application and
not provided any objections thereto.


 


(l)                  
FINRA. If applicable, FINRA shall have raised no objection to the terms of this offering and
the amount of compensation allowable or payable to the Agents as described in the Prospectus. 


 


(m)              
No Termination Event. There shall not have occurred any event that would permit the Agents
to terminate this Agreement pursuant to Section 12(a).


 






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10.               
Indemnification and Contribution.


 


(a)                
Company Indemnification. The Company agrees to indemnify and hold harmless each Agent, each
of their affiliates and their respective partners, members, directors, officers, employees and agents and each person, if any, who controls
any Agent or any affiliate within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act as follows:



 


(i)                  
against any and all loss, liability, claim, damage and expense whatsoever, as incurred, joint or
several, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration
Statement (or any amendment thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein or
necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material
fact included in any related Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission
or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading;


 


(ii)                
against any and all loss, liability, claim, damage and expense whatsoever, as incurred, joint or
several, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any Governmental
Authority, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue
statement or omission; provided that (subject to Section 10(d) below) any such settlement is effected with the written
consent of the Company, which consent shall not unreasonably be delayed or withheld; and


 


(iii)               
against any and all expense whatsoever, as incurred (including the reasonable and documented fees
and disbursements of counsel), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation
or proceeding by any Governmental Authority, commenced or threatened, or any claim whatsoever based upon any such untrue statement or
omission, or any such alleged untrue statement or omission (whether or not a party), to the extent that any such expense is not paid under
(i) or (ii) above,


 


provided, however,
that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission made solely in reliance upon and in conformity with the Agents Information
(as defined below).


 


(b)                
Agents Indemnification. Each Agent, severally and not jointly, agrees to indemnify and hold
harmless the Company and its directors and each officer of the Company who signed the Registration Statement, and each person, if any,
who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all
loss, liability, claim, damage and expense described in the indemnity contained in Section 10(a), as incurred, but only with respect
to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendments thereto),
the Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus (or any amendment or supplement thereto)
in reliance upon and in conformity with information relating to the Agents and furnished to the Company in writing by the Agents expressly
for use therein. The Company hereby acknowledges that the only information that the Agents have furnished to the Company expressly for
use in the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus (or any amendment or supplement thereto) are the
statements set forth in the ninth and tenth paragraphs under the caption “Plan of Distribution” in the Prospectus (the “Agents
Information”).


 






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(c)                
Procedure. Any party that proposes to assert the right to be indemnified under this Section
10 will, promptly after receipt of notice of commencement of any action against such party in respect of which a claim is to be made
against an indemnifying party or parties under this Section 10, notify each such indemnifying party of the commencement of such
action, enclosing a copy of all papers served, but the omission so to notify such indemnifying party will not relieve the indemnifying
party from (i) any liability that it might have to any indemnified party otherwise than under this Section 10 and (ii) any
liability that it may have to any indemnified party under the foregoing provision of this Section 10 unless, and only to the extent
that, such omission results in the forfeiture of substantive rights or defenses by the indemnifying party. If any such action is brought
against any indemnified party and it notifies the indemnifying party of its commencement, the indemnifying party will be entitled to participate
in and, to the extent that it elects by delivering written notice to the indemnified party promptly after receiving notice of the commencement
of the action from the indemnified party, jointly with any other indemnifying party similarly notified, to assume the defense of the action,
with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to the indemnified party of
its election to assume the defense, the indemnifying party will not be liable to the indemnified party for any other legal expenses except
as provided below and except for the reasonable and documented costs of investigation subsequently incurred by the indemnified party in
connection with the defense. The indemnified party will have the right to employ its own counsel in any such action, but the fees, expenses
and other charges of such counsel will be at the expense of such indemnified party unless (1) the employment of counsel by the indemnified
party has been authorized in writing by the indemnifying party, (2) the indemnified party has reasonably concluded (based on advice
of counsel) that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those
available to the indemnifying party, (3) a conflict or potential conflict exists (based on advice of counsel to the indemnified party)
between the indemnified party and the indemnifying party (in which case the indemnifying party will not have the right to direct the defense
of such action on behalf of the indemnified party) or (4) the indemnifying party has not in fact employed counsel to assume the defense
of such action or counsel reasonably satisfactory to the indemnified party, in each case, within a reasonable time after receiving notice
of the commencement of the action; in each of which cases the reasonable and documented fees, disbursements and other charges of counsel
will be at the expense of the indemnifying party or parties. It is understood that the indemnifying party or parties shall not, in connection
with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable and documented fees, disbursements and
other charges of more than one separate firm (plus local counsel) admitted to practice in such jurisdiction at any one time for all such
indemnified party or parties. All such fees, disbursements and other charges will be reimbursed by the indemnifying party after notice
received by the indemnified person. An indemnifying party will not, in any event, be liable for any settlement of any action or claim
effected without its written consent. No indemnifying party shall, without the prior written consent of each indemnified party, settle
or compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters
contemplated by this Section 10 (whether or not any indemnified party is a party thereto), unless such settlement, compromise or
consent (1) includes an express and unconditional release of each indemnified party, in form and substance reasonably satisfactory
to such indemnified party, from all liability arising out of such litigation, investigation, proceeding or claim and (2) does not
include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.


 






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(d)                
Settlement Without Consent if Failure to Reimburse. If an indemnified party shall have
requested an indemnifying party to reimburse the indemnified party for reasonable and documented fees and expenses of counsel, such indemnifying
party agrees that it shall be liable for any settlement of the nature contemplated by Section 10(a)(ii) effected without its
written consent if (1) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid
request, (2) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement
being entered into and (3) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request
prior to the date of such settlement.


 


(e)                
Contribution. In order to provide for just and equitable contribution in circumstances in
which the indemnification provided for in the foregoing paragraphs of this Section 10 is applicable in accordance with its terms
but for any reason is held to be unavailable or insufficient from the Company or the Agents, the Company and the Agents will contribute
to the total losses, claims, liabilities, expenses and damages (including any investigative, legal and other expenses reasonably incurred
in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted) to which the Company and
the Agents may be subject in such proportion as shall be appropriate to reflect the relative benefits received by the Company on the one
hand and the Agents on the other hand. The relative benefits received by the Company on the one hand and the Agents on the other hand
shall be deemed to be in the same proportion as the total net proceeds from the sale of the Placement Shares (before deducting expenses)
received by the Company bear to the total compensation received by the Agents from the sale of Placement Shares on behalf of the Company.
If, but only if, the allocation provided by the foregoing sentence is not permitted by applicable law, the allocation of contribution
shall be made in such proportion as is appropriate to reflect not only the relative benefits referred to in the foregoing sentence but
also the relative fault of the Company, on the one hand, and the Agents, on the other hand, with respect to the statements or omission
that resulted in such loss, claim, liability, expense or damage, or action in respect thereof, as well as any other relevant equitable
considerations with respect to such offering. Such relative fault shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information
supplied by the Company or the Agents, the intent of the parties and their relative knowledge, access to information and opportunity to
correct or prevent such statement or omission. The Company and the Agents agree that it would not be just and equitable if contributions
pursuant to this Section 10(e) were to be determined by pro rata allocation or by any other method of allocation that does not
take into account the equitable considerations referred to herein. The amount paid or payable by an indemnified party as a result of the
loss, claim, liability, expense, or damage, or action in respect thereof,


 






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referred to above in this Section 10(e) shall be deemed
to include, for the purpose of this Section 10(e), any legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such action or claim to the extent consistent with Section 10(c) hereof. Notwithstanding
the foregoing provisions of this Section 10(e), the Agents shall not be required to contribute any amount in excess of the commissions
received by it under this Agreement and no person found guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
of the Securities Act) will be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes
of this Section 10(e), any person who controls a party to this Agreement within the meaning of the Securities Act, any affiliates
of the Agents and any officers, directors, partners, employees or agents of the Agents or any of their affiliates, will have the same
rights to contribution as that party, and each director of the Company and each officer of the Company who signed the Registration Statement
will have the same rights to contribution as the Company, subject in each case to the provisions hereof. Any party entitled to contribution,
promptly after receipt of notice of commencement of any action against such party in respect of which a claim for contribution may be
made under this Section 10(e), will notify any such party or parties from whom contribution may be sought, but the omission to
so notify will not relieve that party or parties from whom contribution may be sought from any other obligation it or they may have under
this Section 10(e) except to the extent that the failure to so notify such other party materially prejudiced the substantive rights
or defenses of the party from whom contribution is sought. Except for a settlement entered into pursuant to the last sentence of Section
10(c) hereof, no party will be liable for contribution with respect to any action or claim settled without its written consent if
such consent is required pursuant to Section 10(c) hereof.


 


11.              
Representations and Agreements to Survive Delivery. The indemnity and contribution agreements
contained in Section 10 of this Agreement and all representations and warranties of the Company herein or in certificates delivered
pursuant hereto shall survive, as of their respective dates, regardless of (i) any investigation made by or on behalf of the Agents,
any controlling persons, or the Company (or any of their respective officers, directors, employees or controlling persons), (ii) delivery
and acceptance of the Placement Shares and payment therefor or (iii) any termination of this Agreement.


 


12.               
Termination.


 


(a)                
The Agents may terminate this Agreement, by notice to the Company, as hereinafter specified at any
time (1) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the
Prospectus, any change, or any development or event involving a prospective change, in the condition, financial or otherwise, or in the
business, properties, earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether
or not arising in the ordinary course of business, which individually or in the aggregate, in the sole judgment of the Agents is material
and adverse and makes it impractical or inadvisable to market the Placement Shares or to enforce contracts for the sale of the Placement
Shares, (2) if there has occurred any material adverse change in the financial markets in the United States or the international
financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving
a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such
as to make it, in the judgment of the Agents, impracticable or inadvisable to market the Placement Shares or to enforce contracts for
the sale of the Placement Shares, (3) if trading in the Common Stock has been suspended or limited by the Commission or the Exchange,
or if trading generally on the Exchange has been suspended or limited, or minimum prices for trading have been fixed on the Exchange,
(4) if any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market shall have occurred
and be continuing, (5) if a major disruption of securities settlements or clearance services in the United States shall have occurred
and be continuing, or (6) if a banking moratorium has been declared by either U.S. Federal or New York authorities. Any such termination
shall be without liability of any party to any other party except that the provisions of Section 8 (Payment of Expenses), Section
10 (Indemnification and Contribution), Section 11 (Representations and Agreements to Survive Delivery), Section 17 (Governing
Law and Time; Waiver of Jury Trial) and Section 18 (Consent to Jurisdiction) hereof shall remain in full force and effect notwithstanding
such termination. If the Agents elect to terminate this Agreement as provided in this Section 12(a), the Agents shall provide the
required notice as specified in Section 13 (Notices). For the avoidance of doubt, the termination by one Agent of its rights and
obligations under this Agreement pursuant to this Section 12(a) shall not affect the rights and obligations of the other Agent
under this Agreement.


 






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(b)                
The Company shall have the right, by giving ten (10) days’ notice as hereinafter specified
to any Agent to terminate this Agreement in its sole discretion at any time after the date of this Agreement. Any such termination shall
be without liability of any party to any other party except that the provisions of Section 8, Section 10, Section 11,
Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination. The delivery of
a termination notice to any Agent shall terminate this Agreement with respect to all Agents.


 


(c)               
The Agents shall have the right, by giving ten (10) days’ notice as hereinafter specified to
terminate this Agreement in their sole discretion at any time after the date of this Agreement. Any such termination shall be without
liability of any party to any other party except that the provisions of Section 8, Section 10, Section 11, Section
17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination. For the avoidance of doubt,
the termination by one Agent of its rights and obligations under this Agreement pursuant to this Section 12(c) shall not affect
the rights and obligations of the other Agent under this Agreement.


 


(d)              
This Agreement shall remain in full force and effect unless terminated pursuant to Sections 12(a),
(b), or (c) above or otherwise by mutual agreement of the parties; provided, however, that any such termination
by mutual agreement shall in all cases be deemed to provide that Section 8, Section 10, Section 11, Section 17
and Section 18 shall remain in full force and effect.


 


(e)              
Any termination of this Agreement shall be effective on the date specified in such notice of termination;
provided, however, that such termination shall not be effective until the close of business on the date of receipt of such
notice by the Agents or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of
Placement Shares, such Placement Shares shall settle in accordance with the provisions of this Agreement.


 






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13.               
Notices. All notices or other communications required or permitted to be given by any party
to any other party pursuant to the terms of this Agreement shall be in writing, unless otherwise specified, and if sent to the Agents,
shall be delivered to: 


 


Stifel, Nicolaus & Company, Incorporated


One Montgomery Street


Suite 3700


San Francisco, California 94104

Attention: Legal Department


 


Raymond James & Associates, Inc.


880 Carillon Parkway


St. Petersburg, Florida 33716


Attention: Legal Department


 


with a copy to:


 


Goodwin Procter
LLP 


620 Eighth Avenue

New York, New York 10018


Attention: Thomas S. Levato


 


and if to the Company,
shall be delivered to:


 


AgEagle Aerial Systems
Inc.


8833 E. 34th Street
North


Wichita, Kansas
67226


Attention: Chief Financial
Officer


 


with a copy to:


 


Loeb & Loeb LLP

345 Park Avenue

New York, New York 10154

Attention: Mitchell S. Nussbaum

Tahra Wright


 


Each party to this Agreement may
change such address for notices by sending to the parties to this Agreement written notice of a new address for such purpose. Each such
notice or other communication shall be deemed given (i) when delivered personally or by verifiable facsimile transmission (with an
original to follow) on or before 4:30 p.m., New York City time, on a Business Day or, if such day is not a Business Day, on the next
succeeding Business Day, (ii) on the next Business Day after timely delivery to a nationally-recognized overnight courier and (iii) on
the Business Day actually received if deposited in the U.S. mail (certified or registered mail, return receipt requested, postage prepaid).
For purposes of this Agreement, “Business Day” shall mean any day on which the Exchange and commercial banks
in the City of New York are open for business.


 






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An electronic communication (“Electronic
Notice”) shall be deemed written notice for purposes of this Section 13 if sent to the electronic mail address specified
by the receiving party under separate cover. Electronic Notice shall be deemed received at the time the party sending Electronic Notice
receives verification of receipt by the receiving party. Any party receiving Electronic Notice may request and shall be entitled to receive
the notice on paper, in a nonelectronic form (“Nonelectronic Notice”) which shall be sent to the requesting
party within ten (10) days of receipt of the written request for Nonelectronic Notice.


 


14.               
Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the
Company and the Agents and their respective successors and the parties referred to in Section 10 hereof. References to any of the parties
contained in this Agreement shall be deemed to include the successors and permitted assigns of such party. Nothing in this Agreement,
express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and permitted assigns
any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.
Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party; provided,
however, that the Agents may assign their rights and obligations hereunder to an affiliate thereof without obtaining the Company’s
consent.


 


15.               
Adjustments for Stock Splits. The parties acknowledge and agree that all share-related numbers
contained in this Agreement shall be adjusted to take into account any stock split, stock dividend or similar event effected with respect
to the Placement Shares.


 


16.               
Entire Agreement; Amendment; Severability; Waiver. This Agreement (including all schedules
and exhibits attached hereto and Placement Notices issued pursuant hereto) constitutes the entire agreement and supersedes all other prior
and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof.
Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and the Agents.
In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid,
illegal or unenforceable as written by a court of competent jurisdiction, then such provision shall be given full force and effect to
the fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms and provisions herein shall be construed
as if such invalid, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to
such provision and the remainder of the terms and provisions hereof shall be in accordance with the intent of the parties as reflected
in this Agreement. No implied waiver by a party shall arise in the absence of a waiver in writing signed by such party. No failure or
delay in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise
thereof preclude any other or further exercise thereof or the exercise of any right, power, or privilege hereunder.


 






    -35- 


     


    

 


17.               
GOVERNING LAW AND TIME; WAIVER OF JURY TRIAL. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS. SPECIFIED TIMES OF DAY REFER
TO NEW YORK CITY TIME. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL
BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


18.            
CONSENT TO JURISDICTION. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION
OF THE STATE AND FEDERAL COURTS SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN, FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR
IN CONNECTION WITH ANY TRANSACTION CONTEMPLATED HEREBY, AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR
PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT, THAT SUCH SUIT, ACTION OR PROCEEDING IS
BROUGHT IN AN INCONVENIENT FORUM OR THAT THE VENUE OF SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER. EACH PARTY HEREBY IRREVOCABLY WAIVES
PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF (CERTIFIED
OR REGISTERED MAIL, RETURN RECEIPT REQUESTED) TO SUCH PARTY AT THE ADDRESS IN EFFECT FOR NOTICES TO IT UNDER THIS AGREEMENT AND AGREES
THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED
TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW.


 


19.               
Counterparts. This Agreement may be executed in two or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed Agreement by one
party to the other may be made by facsimile or electronic transmission.


 


20.               
Construction. The section and exhibit headings herein are for convenience only and shall
not affect the construction hereof. References herein to any law, statute, ordinance, code, regulation, rule or other requirement of any
Governmental Authority shall be deemed to refer to such law, statute, ordinance, code, regulation, rule or other requirement of any Governmental
Authority as amended, reenacted, supplemented or superseded in whole or in part and in effect from time to time and also to all rules
and regulations promulgated thereunder.


 


21.               
Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that, unless
it obtains the prior written consent of the Agents (which consent shall not be unreasonably withheld or delayed), and the Agents represent,
warrant and agree that, unless they have obtained the prior written consent of the Company, they have not made and will not make any offer
relating to the Placement Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free
writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented
to by the Agents or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.”
The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “Issuer
Free Writing Prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable
to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For
the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 21 hereto
are Permitted Free Writing Prospectuses.


 






    -36- 


     


    

 


22.               
Absence of Fiduciary Relationship. The Company acknowledges and agrees that:


 


(a)                
the Agents are acting solely as agent in connection with the public offering of the Placement Shares
and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary
or advisory relationship between the Company or any of its respective affiliates, stockholders (or other equity holders), creditors or
employees or any other party, on the one hand, and the Agents, on the other hand, have been or will be created in respect of any of the
transactions contemplated by this Agreement, irrespective of whether or not the Agents have advised or are advising the Company on other
matters, and the Agents have no obligation to the Company with respect to the transactions contemplated by this Agreement except the obligations
expressly set forth in this Agreement; 


 


(b)                
it is capable of evaluating and understanding, and understands and accepts, the terms, risks and
conditions of the transactions contemplated by this Agreement;


 


(c)                
neither the Agents nor their affiliates have provided any legal, accounting, regulatory or tax advice
with respect to the transactions contemplated by this Agreement and they have consulted their own legal, accounting, regulatory and tax
advisors to the extent it has deemed appropriate;


 


(d)                
it is aware that the Agents and their affiliates are engaged in a broad range of transactions which
may involve interests that differ from those of the Company and the Agents and their affiliates have no obligation to disclose such interests
and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise; and


 


(e)                
it waives, to the fullest extent permitted by law, any claims it may have against the Agents or their
affiliates for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this
Agreement and agrees that the Agents and their affiliates shall not have any liability (whether direct or indirect, in contract, tort
or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right
of it or the Company, employees or creditors of the Company.


 


23.               
Definitions. As used in this Agreement, the following terms have the respective meanings set
forth below:


 


“Applicable Time”
means (i) each Representation Date, (ii) the time of each sale of any Placement Shares pursuant to this Agreement and (iii) each Settlement
Date.


 






    -37- 


     


    

 


“Designated Agent”
shall mean, as of any given time, an Agent that the Company has designated as sales agent to sell Shares pursuant to the terms of this
Agreement.


 


“Governmental Authority”
means (i) any federal, provincial, state, local, municipal, national or international government or governmental authority, regulatory
or administrative agency, governmental commission, department, board, bureau, agency or instrumentality, court, tribunal, arbitrator or
arbitral body (public or private); (ii) any self-regulatory organization; or (iii) any political subdivision of any of the foregoing.


 


“Issuer Free Writing
Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433, relating to the Placement
Shares that (1) is required to be filed with the Commission by the Company, (2) is a “road show” that is a “written
communication” within the meaning of Rule 433(d)(8)(i) whether or not required to be filed with the Commission, or (3) is
exempt from filing pursuant to Rule 433(d)(5)(i) because it contains a description of the Placement Shares or of the offering that
does not reflect the final terms, in each case in the form filed or required to be filed with the Commission or, if not required to be
filed, in the form retained in the Company’s records pursuant to Rule 433(g) under the Securities Act Regulations.


 


“Rule 164,”
“Rule 172,” “Rule 405,” “Rule 415,” “Rule 424,”
“Rule 424(b),” “Rule 430B,” and “Rule 433”
refer to such rules under the Securities Act Regulations.


 


All references in this Agreement
to financial statements and schedules and other information that is “contained,” “included” or “stated”
in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such
financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus,
as the case may be.


 


All references in this Agreement
to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy
filed with the Commission pursuant to EDGAR; all references in this Agreement to any Issuer Free Writing Prospectus (other than any Issuer
Free Writing Prospectuses that, pursuant to Rule 433, are not required to be filed with the Commission) shall be deemed to include
the copy thereof filed with the Commission pursuant to EDGAR; and all references in this Agreement to “supplements” to the
Prospectus shall include, without limitation, any supplements, “wrappers” or similar materials prepared in connection with
any offering, sale or private placement of any Placement Shares by the Agents outside of the United States.


 


[Signature Page Follows]


 






    -38- 


     


    

 


If the foregoing correctly sets
forth the understanding between the Company and the Agents, please so indicate in the space provided below for that purpose, whereupon
this letter shall constitute a binding agreement between the Company and the Agents.


	 	Very truly yours,
	 	 
	 	AGEAGLE AERIAL SYSTEMS INC.
	 	 
	 	By:	/s/ Nicole Fernandez-McGovern
	 	Name: 	Nicole Fernandez-McGovern
	 	Title: 	Chief Financial Officer
	 	 
	 	ACCEPTED as of the date first-above written:
	 	 
	 	STIFEL, NICOLAUS & COMPANY, INCORPORATED
	 	 
	 	By:	/s/ Wes Loyd
	 	Name:	B. Wes Loyd
	 	Title:	Director - IB
	 	 
	 	RAYMOND JAMES & ASSOCIATES, INC.
	 	 
	 	By:	/s/ Geoffrey M. Tobin
	 	Name:	Geoffrey M. Tobin
	 	Title:	Managing Director - Investment Banking


 






    


     


    

 


SCHEDULE 1


 







 


Form of Placement Notice


 







 


	 	From:	AgEagle Aerial Systems Inc.
	 	 	 
	 	To:	[Stifel, Nicolaus & Company, Incorporated
	 	 	Attention: [ ]]
	 	 	 
	 	 	[Raymond James & Associates, Inc.
	 	 	Attention: [ ]]
	 	 	 
	 	Subject:	Placement Notice
	 	 	 
	 	Date:	[ ], 2021


 


 


Ladies and Gentlemen:


 


Pursuant to the terms and subject
to the conditions contained in the Sales Agreement among AgEagle Aerial Systems Inc., a Nevada corporation (the “Company”),
and Stifel, Nicolaus & Company, Incorporated and Raymond James & Associates, Inc., dated May 25, 2021, the Company hereby requests
that [Stifel, Nicolaus & Company, Incorporated] [Raymond James & Associates, Inc.] sell up to [•] of the Company’s
common stock, par value $0.001 per share, at a minimum market price of $[•] per share, during the time period beginning [month,
day, time] and ending [month, day, time].


 






    


     


    

 


SCHEDULE 2


 







 


Compensation


 







 


The Company shall pay to the Designated
Agents in cash, upon each sale of Placement Shares through the Designated Agents pursuant to this Agreement, an amount equal to 3.0% of
the aggregate gross proceeds from each sale of Placement Shares.


 






    


     


    

 


SCHEDULE 3


 







 


Notice Parties


 







  


The Company


 


Nicole Fernandez-McGovern (nicolef@ageagle.com)


 


The Agents


 


c/o Stifel, Nicolaus & Company,
Incorporated


 


Dan Covatta (dcovatta@stifel.com)


 


With copies to:


 


jashaduk@stifel.com


 


sahill@stifel.com


 






    


     


    

 


SCHEDULE 4


 







 


Subsidiaries


 







 


		1.	AgEagle Aerial, Inc., a Nevada corporation



 


		2.	EnerJex Kansas, Inc., a Nevada corporation



 


		3.	AgEagle Sensor Systems, Inc., a Nevada corporation



 


		4.	MicaSense, Inc., a California corporation



 


		5.	Measure Global, Inc., a Delaware corporation



 






    


     


    

 


Form of Representation Date Certificate
Pursuant to Section 7(l)


 


The undersigned, the duly qualified and elected [Chief
Executive Officer][Chief Financial Officer], of AgEagle Aerial Systems Inc., a Nevada corporation (the “Company”),
does hereby certify in such capacity and on behalf of the Company, pursuant to Section 7(l) of the Sales Agreement, dated
May 25, 2021 (the “Sales Agreement”), among the Company and Stifel, Nicolaus & Company, Incorporated and Raymond
James & Associates, Inc., that to the best of the knowledge of the undersigned:


 


(i) The representations and warranties of the Company
in Section 6 of the Sales Agreement are true and correct on and as of the date hereof with the same force and effect as if
expressly made on and as of the date hereof, except for those representations and warranties that speak solely as of a specific date and
which were true and correct as of such date; provided, however, that such representations and warranties also shall be qualified
by the disclosure included or incorporated by reference in the Registration Statement and Prospectus; and






 


(ii) The Company has complied with all agreements
and satisfied all conditions on its part to be performed or satisfied pursuant to the Sales Agreement at or prior to the date hereof.






 


Capitalized terms used herein
without definition shall have the meanings given to such terms in the Sales Agreement.


 


	 	AgEagle Aerial Systems Inc.
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


 


Date: [•]


 






    


     


    

 


Exhibit 21


 


Permitted Free Writing Prospectus


 


None.