Exhibit 10.1





LEASE AGREEMENT


 


THIS LEASE, made and entered into this 3rd
day of August, 2020 (herein the “Effective Date”), by and between U.S. Business Centers, L.L.C. (hereinafter called the
“Landlord”) and AgEagle Aerial Systems, Inc (hereinafter called the “Tenant”).


 


In consideration of the obligation of Tenant
to pay rent as herein provided and in consideration of the other terms, covenants and conditions hereof, Landlord hereby demises
and leases to Tenant, and Tenant hereby takes from Landlord, those certain premises located within the City of Wichita, County
of Sedgwick, State of Kansas and being part of that certain warehouse building located at 8833 E. 34th Street, Wichita,
KS (herein the “Building”) which premises consist of a space containing approximately 12,000 square feet and such floor
space having a specific street address of 8863 E. 34th Street, Wichita, KS (hereinafter called the “Leased Premises”).
The Building and the surrounding landscaped areas, parking lots, drives and other improvements which are located on the real property
are hereinafter collectively referred to as the “Center” which is more particularly described in the legal description
attached hereto as Exhibit “A”.


 


The boundaries and location of the Leased Premises
are cross-hatched on the site plan of the Building which is attached hereto as Exhibit “B” and made a part hereof.


 


		1.	Lease Term: The initial term (herein the “Initial Term”) of this
Lease shall commence on the Effective Date and shall expire on the last day of the Thirty Sixth (36th) full calendar
month following the “Commencement Date” (hereafter defined) unless this Lease is sooner terminated or extended as herein
provided. In the event this Lease has at any time been extended, the word “Term” shall include, collectively,
the period referred to in the preceding sentence and the period of any such extension. The term “Commencement Date”
means November 1, 2020. Landlord grants to Tenant option(s) to extend the term of this Lease as set forth in Section 30 of this
Lease. Tenant my take occupancy of the Leased Premises, rent free, beginning on September 1, 2020.



 


		2.	Rental: Tenant agrees to pay to Landlord, on the first day of each month during the
term hereof, in advance and at the office of Landlord or at such other place as shall be designated by Landlord, without any prior
demand therefore and without any deduction, setoff, or abatement whatsoever, the annual amounts set forth below, payable in equal
monthly installments as set forth below:



 


		(a)	Base Rent. Tenant shall pay, annual base rent (herein “Base Rent”) in equal monthly installments
as follows:



 


	Time Period	 	Annual
 Per Square Foot	 	Monthly Base Rent
	Months 1 – 36	 	$	8.25	 	 	$	8,250.00	 
	Option 1:	 	 	 	 	 	 	 	 
	Months 37 – 72	 	$	8.74	 	 	$	8,740.00	 




 


Base Rent shall be
payable in the equal monthly installments as provided above (herein “Monthly Base Rent”) and the Additional Rent
(hereafter defined) in equal monthly installments, commencing on the Commencement Date and continuing on the first day of each
month thereafter during remainder of the Initial Term of this Lease and any extension thereof. Tenant shall begin paying “Tenant’s
Proportionate Share” (hereafter defined) of “Taxes” (hereafter defined), “Insurance” (hereafter defined)
and “CAM Costs” (hereafter defined) on the Commencement Date. It is the intent of this Lease that Tenant’s rental payments
shall be net to Landlord, i.e., Net-Net-Net, to Landlord other than as specifically provided in this document.


 






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		(b)	Additional Rent and Rent Defined. As used herein, the term “Additional Rent”
shall include Tenant’s Proportionate Share of CAM Costs, Taxes and Insurance, and all other sums which become due and payable from
Tenant to Landlord. The term “Rent” or “rent” shall mean Annual Rent, Monthly Base Rent, and
Additional Rent.



 


		(c)	Security Deposit. Tenant has agreed to deposit with Landlord as a security for Tenant’s
performance of the terms and provisions hereof a sum equal to $9,720.00, which sum shall be due and payable at the time of the
execution of this Lease. In the event that the Tenant shall default in any of the terms, covenants and conditions of this Lease
beyond any applicable cure period, the Landlord may apply or retain all or any portion of the security deposit to cure the default
or to reimburse the Landlord for any cost which the Landlord may incur by reason of such default. No interest shall be payable
to Tenant on account of the security deposit, and Landlord may commingle the security deposit with other of its funds. Any remaining
balance of the security deposit to be promptly returned by Landlord to Tenant upon termination of this Lease and surrender of Leased
Premises in the condition described in Section 4(b) of this Lease.



 


		(d)	Tenant’s Proportionate Share: A fraction, the numerator of which shall be the Leased
Premises Square Footage and the denominator of which shall be the number of leaseable square feet of floor space in the Center.
The square footage of Leased Premises is approximately 12,000 square feet, and the total square footage in the Center is approximately
108,000 square feet and, therefore, Tenant’s Proportionate Share is 11.11% based upon such approximate areas.



 


		3.	Additional Rent.




 


		(a)	Taxes and Insurance: In addition to the Base Rent above provided, and as Additional
Rent, Tenant shall pay its Proportionate Share of all taxes, general and special, assessed against every part of the Center of
which the Leased Premises are a part and the land upon which the Center is located (herein “Taxes”), and also its Proportionate
Share of the cost of all commercial general liability insurance, fire, windstorm and other hazard insurance, including, without
limitation, liability and rent loss coverage, carried upon the Center of which the Leased Premises are a part (herein “Insurance”).
Such payments shall be due in monthly installments on the same day that Base Rent is payable hereunder.



 


Landlord shall keep annual records
of the amount of taxes assessed and insurance costs paid and shall compute Tenant’s Proportionate Share thereof. Within a reasonable
time after January 1 of each year following the effective date of this Lease, Landlord shall notify Tenant of said amount of taxes
and insurance costs. If the monthly payments previously made by Tenant are not sufficient to pay said taxes and insurance costs,
Tenant shall pay to Landlord, within thirty (30) days after receipt of notice of said deficiency, the amount by which the actual
costs of said taxes and insurance exceeds the estimated amount paid by Tenant. If the estimated amount paid by Tenant exceeds the
taxes assessed and the cost of insurance, Landlord shall credit such excess to Tenant and shall reduce the estimated amount to
be paid by Tenant for the ensuing year by that amount.


 


		(b)	Common Area Maintenance: In addition to the Base Rent above provided, and as Additional
Rent, Tenant shall pay its Proportionate Share of the cost of operation and maintenance (herein collectively “CAM Costs”)
of the Common Area (hereafter defined). Common Area is defined for all purposes of this Lease as the Center except for the Improvements
and shall specifically include among other facilities (as such may be applicable to the Center) parking area, private streets and
alleys, landscaping, curbs, loading area, sidewalks, exterior lighting facilities and Center signs; provided, however, for the
sole purpose of determining CAM Costs, the exterior surfaces of the improvements shall be considered Common Area. Landlord reserves
the right to change from time to time the dimensions and location of the Common Area provided that such changes shall not adversely
affect access to the Leased Premises.



 






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Landlord’s CAM Costs
shall mean the costs and expense of operating, maintaining and managing the Common Area in a manner deemed by Landlord to be reasonable
and appropriate and for the best interests of the Center including, without limitation, all costs and expenses, if any, of operating,
maintaining or repairing the parking lot (including but not limited to sweeping, stripping and patching), snow removal, landscape
mowing, replanting and replacing flowers, shrubbery and planters, watering landscape areas, stormwater charges, fire protection,
security service for the Center, if any is provided, maintenance, repair and electric expenses of the Center sign (tenants are
responsible for their individual panels), operating, maintaining or repairing parking lot lighting, replacing parking lot light
bulbs, electric expense for parking lot lighting and other Common Area lighting and exterior building painting.


 


CAM Costs shall not
include the following expenditures: (1) leasing commissions, attorneys’ fees and other expenses related to leasing tenant space,
disputes or enforcement of any leases, and constructing improvements for the sole benefit of an individual tenant; (2) repairs,
replacements and general maintenance paid by insurance proceeds to the extent for which Landlord has collected insurance benefits;
(3) depreciation of the Center and other “non-cash” items; (4) principal and interest payments and points and fees on
any indebtedness (including any ground or underlying leases) secured by liens against the Center, or costs of refinancing such
indebtedness; (5) expenses incurred in leasing or procuring new tenants, including advertising and marketing expenses and expenses
for preparation of leases, space planning or renovating space for new tenants, rent allowances, lease takeover costs, payment of
moving costs and similar costs and expenses; (6) expenses for repairs or maintenance related to the Center which have been reimbursed
to Landlord pursuant to warranties or service contracts; (7) costs of any work or service performed for or provided to any tenant
(including Tenant) at such tenant’s costs; (8) costs of work for improvements to a vacant space which is or normally would be occupied
by tenants; (9) any portion of Capital Improvements in excess of $25,000/year (so, Tenant may be billed 11.11% of Capital Improvement
costs of up to $25,000/year ); (10) Landlord’s general corporate overhead and general and administrative expenses except as it
relates specifically to the actual management of the Center; (11) costs incurred to contain, abate, remove or otherwise clean up
the Center required as a result of the presence of hazardous materials in, about or below the Center to the extent caused by Landlord
or another tenant; (12) reserves for repairs, maintenance and replacements; (13) any costs, fines or penalties incurred to comply,
or for any violation or the failure to comply, with any governmental regulations and rules or any court order, decree or judgment
including, without limitation, the Americans with Disabilities Act; and (14) attorneys’ fees, accounting fees and expenditures
incurred in connection with disputes and claims of other tenants or occupants of the Center.


 


Tenant’s Proportionate Share of the
cost of operation and maintenance of the Common Area shall be determined, estimated and paid and “trued up” in the same
manner as Tenant’s share of taxes and insurance. The first year’s estimate of Tenant’s share of taxes, insurance and common area
maintenance is $1,720.00 per month.


 


		4.	Maintenance and Repairs:



 


		(a)	Landlord shall, at its cost and expense, keep the foundation (excluding any special foundation
poured at Tenant’s request), the exterior walls (except plate glass; windows; doors; door closure devices; window and door frames,
moldings, locks and hardware; and interior painting or other interior treatment of exterior walls), and the roof of the Leased
Premises in good repair, except that Landlord shall not be required to make any repairs occasioned by the act or negligence of
Tenant, its employees, subtenants, licensees and concessionaires. In the event that the Leased Premises should become in need of
repairs required to be made by Landlord hereunder, Tenant shall give immediate written notice thereof to Landlord; and Landlord
shall not be responsible in any way for failure to make any such repairs until a reasonable time shall have elapsed after receipt
of such written notice.



 






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		(b)	Except for those portions of the Leased Premises which Landlord is obligated to maintain
pursuant to subsection 4(a) above, Tenant shall keep the Leased Premises in a clean condition and shall at its sole cost and expense
maintain the Leased Premises in good condition and repair including, without limitation, (1) making all needed repairs and replacements,
including the repair and replacement of all lighting, plate glass, doors, windows, door closure devises, window & door frames,
moldings, locks and hardware, and interior painting or other interior treatment of exterior walls, plumbing, fire sprinkler system
and other electrical, mechanical and electromotive installation (including, without limitation, dock levelers and dock sealers),
fire sprinkler system, equipment and fixtures and also including all utility repairs in ducts, conduits, pipes and wiring, and
any sewer stoppage located in, under and above the Leased Premises; (2) replacement of cracked or broken glass; and (3) repairs,
replacements and alterations required by governmental authority or any insurance company providing coverage on any part of the
Center (to the extent such required repairs, replacements and alterations are related to Tenant’s specific use of the Leased
Premises and not to the Leased Premises generally). Tenant shall also make all necessary repairs and replacements of its fixtures
required for the proper conduct of its business. If any repairs required to be made by Tenant hereunder are not made within twenty
(20) days after written notice delivered to Tenant by Landlord, Landlord may at his option make such repairs without liability
to Tenant for any loss or damage which may result to its stock or business by reason of such repairs, and Tenant shall pay to
Landlord upon demand as Additional Rent hereunder the cost of such repairs plus interest at the highest lawful rate from the date
of payment by Landlord until repaid by Tenant. At the expiration of this lease, Tenant shall surrender the Leased Premises in
good condition, reasonable wear and tear and loss by fire or other casualty excepted.



 


Tenant shall be also be
responsible for the maintenance, repair and routine cleaning of the HVAC units. If during the Term of the Lease, an HVAC unit is
not repairable and needs replacement then Landlord, at Landlord’s cost, shall contract for the replacement of the HVAC unit.


 


		5.	Signs and Alterations: Tenant shall not, without Landlord’s prior written consent,
which consent shall not be unreasonably withheld, (a) make any alterations with respect to the Leased Premises or (b) install any
exterior lighting, decorations, painting, awnings, canopies or the like or (c) erect or install any signs, window or door lettering,
placards, decorations or advertising media of any type which can be viewed from the exterior of the Leased Premises. Notwithstanding
the foregoing, Tenant shall be permitted to install an exterior sign on the Leased Premises as shown on Exhibit C attached hereto,
which Landlord hereby approves. All signs, lettering, placards, decorations and advertising media shall conform in all respects
to the sign criteria established by Landlord for the Center from time to time in the exercise of its sole discretion, and shall
be subject to the prior written approval of Landlord as to construction, method of attachment, size, shape, height, lighting, color
and general appearance. Tenant’s request for signage approval shall include a color drawing to scale of the proposed signage and
its proposed location to scale on the Leased Premises. All signs shall be kept in good condition and in proper operating order
at all times. No hand printed or written signs are allowed in windows.



 


		6.	Indemnity and Fire and Casualty Damage:



 


		(a)	Indemnification and Liability Insurance: Tenant covenants and agrees that it will
protect and save and keep the Landlord and any holder of a mortgage or deed of trust upon the Center or any portion thereof forever
harmless and indemnified against and from any penalty or damage or charges imposed for any violation of any laws or ordinances
whether occasioned by the neglect of Tenant or those holding under Tenant and that Tenant will at all times protect, indemnify
and save and keep harmless the Landlord and any holder of a mortgage or deed of trust upon the Center or any portion thereof against
and from any and all claims and against and from any and all loss, costs, damage or expense (including attorney fees), arising
out of or from any accident or other occurrence on or about said Leased Premises, causing injury to any person or damage to property
whomsoever or whatsoever . Without limiting the generality of the foregoing, Tenant further agrees at all times during the term
hereof, at its own expense, to maintain and keep in effect liability insurance policies for damages to person or property in or
about said Leased Premises. Tenant shall furnish to Landlord a Certificate of Insurance evidencing the existence of such insurance.
The amount of said liability insurance shall not be less than $2,000,000 for property damage. Landlord and any holder of a mortgage
or deed of trust upon the Center or any portion thereof shall be named as additional insured parties under said liability insurance.
Landlord covenants and agrees that it will at all times protect, indemnify and save and keep harmless the Tenant against and from
any and all claims and against and from any and all loss, costs, damage or expense (including attorney fees), arising out of or
from any accident or other occurrence on or about the Common Areas of the Center, causing injury to any person or damage to property
whomsoever or whatsoever, except to the extent caused by Tenant, its employees, agents or contractors.



 






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		(b)	Fire and Casualty Damage: Tenant shall give immediate written notice to Landlord
of any damage caused to the Leased Premises by fire or other casualty. In the event that the Leased Premises shall be damaged or
destroyed by fire or other casualty insurable under standard fire and extended coverage insurance and Landlord does not elect to
terminate this Lease as hereinafter provided, Landlord shall proceed with reasonable diligence and at its sole cost and expense
to rebuild and repair the Leased Premises. In the event (a) the building in which the Leased Premises is located is destroyed or
substantially damaged by a casualty not covered by Landlord’s insurance or (b) such building shall be destroyed or rendered untenable
to an extent in excess of fifty percent (50%) of the first floor area by a casualty covered by Landlord’s insurance, or (c) the
holder of a mortgage, deed of trust or other lien on the Leased Premises at the time of the casualty elects pursuant to such mortgage,
deed of trust or other lien, to require the use of all or part of Landlord’s insurance proceeds in satisfaction of all or part
of the indebtedness secured by the mortgage, deed of trust or other lien, then Landlord may elect either to terminate this Lease
or to proceed to rebuild and repair the Leased Premises. Landlord shall give written notice to Tenant of such election within sixty
(60) days after the occurrence of such casualty and if it elects to rebuild and repair shall proceed to do so with reasonable diligence
and at its sole cost and expense. Landlord’s obligation to rebuild and repair under this section shall in any event be limited
to restoring the Leased Premises to substantially the condition in which the same existed prior to such casualty, exclusive of
any alteration, additional improvements, fixtures and equipment installed by Tenant. Tenant agrees that during any period of reconstruction
or repair of the Leased Premises it will continue to the extent practicable. During the period from the occurrence of the casualty
until Landlord’s repairs are completed, the Base Rent and Additional Rent shall be reduced to such extent as may be fair and reasonable
under the circumstances; however, there shall be no abatement of other charges provided for herein.



 


		(c)	Waiver of Subrogation: Each party hereto waives any and every claim which arises
or may arise in its favor and against the other party hereto during the term of this Lease or any renewal or extension thereof
for any and all loss of, or damage to, any to its property located within or upon, or constituting a part of, the premises leased
to Tenant hereunder, which loss or damage is covered by valid and collectible fire and damage is covered by valid and collectible
fire and extended coverage insurance policies, to the extent that such loss or damage is recoverable under said insurance policies.
Said mutual waivers shall be in addition to, and not in limitation or derogation of any other waiver or release contained in this
Lease with respect to any loss of, or damage to, property of the parties hereto. Inasmuch as the above mutual waivers will preclude
the assignment of any aforesaid claim by way of subrogation (or otherwise) to an insurance company or any person, each party hereto
hereby agrees immediately to give to each insurance company which has issued to its policies of fire and extended coverage insurance,
written notice of the terms of said mutual waivers, and to have said insurance policies properly endorsed, if necessary, to prevent
the invalidation of said insurance coverages by reason of said waivers.



 


		7.	Eminent Domain: If any of the floor area of the Leased Premises should be taken for
any public or quasi-public use under and government law, ordinance or regulation or by right of eminent domain this Lease shall
terminate and the Base Rent and Additional Rent shall be abated during the unexpired portion of this Lease, effective on the date
physical possession is taken by the condemning authority.



 






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If any part of the Common Area should
be taken as aforesaid, this Lease shall not terminate, nor shall the Base Rent and Additional Rent payable hereunder be reduced,
except that either Landlord or Tenant may terminate this Lease if the area of the Common Area remaining following such taking plus
any additional parking area provided by Landlord in reasonable proximity to the Center shall be less than seventy percent (70%)
of the area of the Common Area immediately prior to the taking. Any election to terminate this lease in accordance with this provision
shall be evidenced by written notice of termination delivered to the other party within thirty (30) days after the date physical
possession is taken by the condemning authority.


 


All compensation awarded for any
taking of the Leased Premises or common area shall be the property of Landlord, and Tenant hereby assigns its interest in any such
award to Landlord; provided, however, Landlord shall have no interest in any award made to Tenant for Tenant’s moving and relocation
expenses or for the loss of Tenant’s fixtures and other tangible personal property if a separate award for such items are made
to Tenant. Tenant shall not be entitled to any award made for the value of the unexpired Term of this Lease.


 


		8.	Acceptance of Leased Premises: Landlord warrants to Tenant that the Leased Premises,
in the state existing on the date of this Lease do not violate any covenants or restrictions of record applicable to the Center,
or any applicable building code, regulation or ordinance in effect on such date, including, but not limited to, the Americans with
Disabilities Act (“ADA”). Landlord represents and warrants that, to Landlord’s actual knowledge, without investigation
or duty to investigate, there are no contaminants or environmental conditions at the Center, including the Leased Premises. Landlord
advises Tenant that Landlord had mold which was present in the Leased Premises remediated prior to the date of this Lease. Tenant
acknowledges it has examined and knows the contents of the Leased Premises and has received the same in good condition or repair
and that, except as otherwise set forth in this Lease, no representations as to the condition or repair thereof have been made
by Landlord or Landlord’s agent that are not herein expressed. Landlord shall not be liable for any damage occasioned by or from
roof leaks, plumbing, gas, water, steam, or other pipes, or sewage or the bursting, leaking, or running of any cistern tank, washstand,
water closet, or waste pipe in, above upon, or about said building or premises, unless due to Landlord’s negligence or intentional
acts. Landlord shall not be liable for any damage arising from acts or negligence of co-tenants or other occupants of the same
building, or any owners or occupants of adjoining or contiguous property.



 


		9.	Use and Possession: The Leased Premises may be used and occupied for the following
purposes only: general office and warehouse purposes.



 


If Tenant desires to change its use
of the Leased Premises, then it may do so only with the prior written consent of Landlord, which consent shall not be unreasonably
withheld or delayed. Landlord shall not be required to consent to any of the following uses: (a) any immoral or socially unacceptable
activity; or (b) any high disturbance use such as an arcade, game parlor or pool hall. The foregoing list is not all inclusive
and Landlord may refuse to consent to other uses if, in Landlord’s reasonable judgment, such use would be detrimental to the Center.
It is agreed that Tenant will not use or cause to be used the Leased Premises for the purpose of conducting any auction, liquidation
sales, or other similar public sales. It is agreed that Tenant shall not use the outside of the premises for temporary or permanent
storage.


 


		10.	Care of Premises and Trash Removal: Tenant shall take good care of the Leased Premises
and keep the same free from waste at all times. Tenant shall keep the Leased Premises and sidewalks, service ways and loading areas
adjacent to the Leased Premises clean and orderly, and arrange for the regular pickup of such trash and garbage at Tenant’s expense.
Receiving and delivery of goods and merchandise and removal of garbage and trash shall be made only in the manner and areas prescribed
by Landlord. Tenant shall not operate an incinerator or burn trash or garbage within the Center area.



 


		11.	Landlord’s Access to Premises: Landlord shall have the right to enter upon the Leased
Premises at any reasonable time, with reasonable advance notice, for the purpose of the inspecting the same, or of making repairs
or additions to the Leased Premises, or of making repairs, alterations or additions to adjacent premises, or of showing the Leased
premises to prospective purchasers, Tenants or lenders. Landlord will use all commercially reasonable efforts to minimize any interference
with Tenant’s operations in making any such repairs. Landlord shall have the further right to place “For Rent”, “For
Lease” or similar such signs in, on or about the Leased Premises during the last ninety (90) days of the term of this lease.



 






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		12.	Alterations, Additions and Improvements: Tenant may erect such alterations, additions,
and improvements inside the premises as it desires only upon receiving the prior written consent of Landlord. Minor non-structural
alterations, additions and improvements with aggregate cost of less than $10,000 will not require the prior written consent of
Landlord. All such alterations, additions, or improvements shall be performed in a workmanlike manner and shall not weaken or impair
the structural strength or lessen the value of the building and the premises, or change the purposes for which the building, or
any part thereof, may be used. Any such alterations, additions, or improvements shall be erected at the sole cost and expense of
Tenant, and Tenant shall have no right, authority, or power to bind Landlord or any interest of Landlord in the Leased Premises,
for the payment of any claim for labor or materials or for any charge or expense incurred in the erection, construction, or maintenance
of such improvements, nor to render said Leased Premises liable for any lien for labor, material, or any other charge incurred
in connection therewith, and Tenant shall in no way be considered the agent of Landlord in the erection, construction, operation
and maintenance of said improvements, including electrical, plumbing and anything screwed, bolted or attached to the building,
unless specifically excluded by written agreement between the Tenant and Landlord except “trade fixtures” put in at the
expense of Tenant, shall remain upon and be surrendered with the premises as a part thereof, at any termination of the lease, for
any cause, and shall become the property of the Landlord. Tenant shall not allow any mechanic or materialmen liens to be filed
against the Leased Premises or any part thereof. If any such lien is filed, Tenant shall immediately cause such lien to be released
by posting an appropriate bond or paying the claim which is the basis for the lien.



 


Tenant is leasing the Leased Premises
in its “as is” condition except for the improvements to be constructed by Landlord listed in Section 32 of this lease.


 


		13.	Lease Not Assignable: Tenant shall not assign or in any manner transfer this lease
or any estate or interest therein, or sublet said premises or any part thereof, or permit any person, firm or corporation to share
or use any part thereof with it, without the previous written consent of Landlord. The consent hereby required shall not be unreasonably
withheld, but any such assignment or subletting consented to by Landlord shall not release Tenant from its obligations under this
lease. Consent to any assignment, when given, shall not operate as a waiver of this provision, and any subsequent assignment may
be consented to by Landlord as required herein. Notwithstanding anything to the contrary herein, Tenant may assign this Lease or
sublet all or part of the Leased Premises (a “Permitted Transfer”) to the following types of entities (a “Permitted
Transferee”) without the written consent of Landlord (but upon not less than twenty (20) days prior written to Landlord):



 


		(a)	an Affiliate of Tenant;



 


		(b)	any corporation, limited partnership, limited liability partnership, limited liability company
or other business entity in which or with which Tenant, or its Permitted Transferee is merged or consolidated, in accordance with
applicable statutory provisions governing merger and consolidation of business entities, so long as Tenant’s obligations hereunder
are expressly assumed by the entity surviving such merger or created by such consolidation; or



 


		(c)	any corporation, limited partnership, limited liability partnership, limited liability company
or other business entity acquiring all or substantially all of Tenant’s assets.



 


As used herein, “Affiliate”
shall mean a corporation, partnership, or other business entity, which, directly or indirectly, controls, is controlled by, or
is under common control with, another corporation, partnership, or other business entity. If more than 50% of the voting stock
of a corporation shall be owned by another corporation or by a partnership or other business entity, the corporation whose stock
is so owned shall be deemed to be controlled by the corporation, partnership, or business entity owning such stock.


 






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Regardless of Landlord’s consent
to an assignment or a Permitted Transfer to an Affiliate of Tenant (but not with respect to a Permitted Transfer under (b) or (c)
above), no subletting or assignment shall release Tenant of Tenant’s obligations hereunder or alter the primary liability of Tenant
to pay the Rent and to perform all other obligations to be performed by Tenant hereunder. The acceptance of Rent by Landlord from
any other person shall not be deemed to be a waiver by Landlord of any provision hereof. Consent to one assignment or subletting
shall not be deemed consent to any subsequent assignment or subletting. In the event of default by any assignee of Tenant or any
successor of Tenant in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity
of exhausting remedies against such assignee or successor.


 


		14.	Holding Over: In the event Tenant remains in possession of the Leased Premises after
the expiration of this Lease and without the execution of a new lease, it shall be deemed to be occupying said premises as a Tenant
from month-to-month at a base rent equal to one hundred twenty percent (120%) of the base rent herein provided, and otherwise subject
to all the conditions, provisions and obligations of this lease insofar as the same are applicable to a month-to-month tenancy.



 


		15.	Modifications: No modifications of any of the terms or conditions of this lease,
as expressed above, shall be effective unless reduced in writing and executed by both parties.



 


		16.	Default: If Tenant shall default in the payment of any Base Rent or Additional Rent,
or if Tenant shall default in any other covenant or condition of this Lease, then if Tenant shall continue in default of the Base
Rent or Additional Rent after ten (10) days notice in writing by Landlord to Tenant specifying the rent due, or shall continue
in default of any other covenant or condition of this lease after thirty (30) days notice in writing by Landlord to Tenant for
the existence of such default (or if more than thirty (30) days are required to correct with reasonable diligence the matters complained
of in said notice and Tenant shall fail within said period to commence the same and thereafter prosecute the same to completion
with reasonable diligence), Landlord shall, at its election, have the right to terminate this lease and with or without terminating
this lease have immediate possession of the Leased Premises, without waiving or relinquishing any claim for rent or damages then
due or to become due thereafter, and Tenant shall remain liable as hereinafter provided. In the event Landlord elects one of the
foregoing remedies, Landlord may, without prejudice to any other right or remedy which it may have hereunder or by law, may re-enter
the Leased Premises either by force or otherwise, or dispossess Tenant, any legal representative of Tenant or other occupant of
the Leased Premises by appropriate suit, action or proceeding, and remove its effect and hold the Leased Premises as if this Lease
had not been made. Notwithstanding that Landlord may elect to terminate this Lease, and during the full period which would otherwise
have constituted the balance of the term of this Lease, Tenant shall continue liable for the performance of all the covenants of
Tenant under this Lease, including Tenant’s covenant to pay the full amount of Base Rent and Additional Rent reserved hereunder
and Landlord at its option may rent the Leased Premises for a term, or terms, which may be shorter or longer than the balance of
the term hereof, in which event or events Landlord shall apply any moneys collected first to the expense of resuming or obtaining
possession of and reletting the Leased Premise and second to the payment of the rent due and to become due to Landlord hereunder,
and Tenant shall be and remain liable for any deficiency. Should Landlord fail to exercise any remedy it may have for default of
Tenant, such failure shall not be deemed to be a waiver of Landlord’s rights to exercise such remedy for such default at a later
time or for subsequent defaults, or otherwise to insist upon strict compliance with the terms hereof.



 


In the event of
termination of this Lease or repossession of the Leased Premises after a Tenant Default, Landlord agrees to use commercially reasonable
efforts to relet the Leased Premises or otherwise mitigate its damages; provided, however that Landlord shall not be required to
give any preference to the showing or leasing of the Leased Premises over any other space that Landlord (or any Affiliate) may
be leasing or have available and may place a suitable prospective tenant in any such available space regardless of when such alternative
space becomes available.


 






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	 	(a)	Bankruptcy. Neither this Lease nor any renewal or extension hereof, nor any interest herein nor any estate hereby created, shall pass to any trustee or receiver in bankruptcy or to any other receiver of assignee for the benefit of creditors or otherwise in operation of law. In the event Tenant becomes bankrupt, a receiver for creditors is appointed for Tenant, or any execution is levied upon Tenant’s interest hereunder, Landlord, at its option, may terminate and cancel this Lease in addition to all other remedies available to Landlord.
	 	 	 
	 	(b)	Right to Cure Defaults. Landlord may, but shall not be obligated to, cure at any time, without notice, any default by Tenant under this Lease; and, whenever Landlord so elects, all reasonable costs and expenses incurred by Landlord in curing a default, together with interest on the amount of costs and expenses so incurred at the Interest Rate shall be paid by Tenant.
	 	 	 
	 	(c)	Remedies Cumulative. Landlord’s remedies as specified herein are cumulative and in addition to any rights or remedies available to it in equity or law.




 


		17.	Bankruptcy of Tenant: If any adjudication of bankruptcy or insolvency be rendered
against Tenant herein or if a receiver of the assets or business of the Tenant shall be appointed, or if any sale or attempted
sale of the leasehold interest hereby created shall be made under or by virtue of any execution or other judicial process, Landlord
may at its option immediately terminate this Lease.



 


		18.	Notices: Any notices to be given hereunder shall either be delivered personally or
may be given by certified mail. All notices shall be deemed to be given when delivered, if delivered personally to the party upon
whom such notice is addressed, or if given by certified mail, when deposited in a sealed envelope, postage prepaid, addressed to
the parties as follows:



 


	 	To Landlord:	U.S. Business Centers, L.L.C.	 
	 	 	Attn: Johnny Stevens	 
	 	 	P.O. Box 782257	 
	 	 	Wichita, KS 67278	 
	 	 	 	 
	 	With copy to:	U.S. Business Centers, L.L.C.	 
	 	 	Attn: Stephen L. Clark	 
	 	 	Bldg. E, Suite 200	 
	 	 	1223 N. Rock Road	 
	 	 	Wichita, KS 67206	 
	 	 	 	 
	 	To Tenant:	J. Michael Drozd



	 
	 	 	3309 Airport Rd.



	 
	 	 	Boulder, CO 80301



	 
	 	 	 	 



 


or at such other place as either
party may hereinafter from time to time designate in writing.


 


		19.	Binding on Parties: Subject to the limitations hereinbefore set forth pertaining
to assignment and subletting, this lease shall be binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns.



 


		20.	Prohibited Practices: Tenant will not allow said premises to be used for any purposes
or in any way that will increase the rate of insurance thereon. Tenant shall not permit any acts or carry on any practices which
may injure the building or become a nuisance to other tenants of the Center or district of which the Leased Premises are a part
and shall keep the premises under its control clean and free from rubbish, refuse, dirt, snow, and ice at all times. The Tenant
shall be responsible and pay the costs of removal of any refuse, rubbish, and trash from the Leased Premises. Refuse and trash
containers shall be kept in a location approved by the Landlord and such area shall be kept clean at all times.



 






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		21.	Utilities: The Tenant shall pay for all separately metered utilities including, without
limitation, electric current, gas, water, telephone, waste disposal and sewage charges imposed on or due for services rendered
to the hereby Leased Premises as the same shall become due during the term of this Lease. The water and sewer are not separately
metered, and Tenant shall pay its Proportionate Share thereof within ten (10) days of its receipt of Landlord’s invoice. Notwithstanding
the foregoing, in the event a tenant in the Building uses an unusual amount of water in connection with its specific use of its
leased premises within in the Building, Landlord shall make an appropriate adjustment to allocate such additional use to that tenant.



 


		22.	No Waiver Covenant: No waiver by Landlord, its successors or assigns, of any breach
of any of the covenants made by Tenant herein shall be construed to be a waiver of any succeeding breach of any such covenant or
agreement.



 


		23.	Successors in Interest: In the event of the transfer and assignment by the Landlord
of its interest in this Lease and the building containing the premises to a person or entity assuming Landlord’s obligations under
this Lease, Landlord shall hereby be released from any further obligations hereunder and Tenant agrees to look solely to the responsibility
of such successor in interest of the Landlord.



 


		24.	Subordination: Tenant will subordinate its rights hereunder in this lease to any
mortgage or mortgages, deed of trust or deeds of trust or the lien resulting from any other method of financing or refinancing,
now or hereafter in force against the land and/or buildings of which the Leased Premises are a part, provided, however, such mortgagee
shall recognize the validity and continuance of this Lease in the event of a foreclosure of the Landlord’s interest, as long as
the Tenant shall not be in default under the terms of this Lease. Tenant agrees to execute and deliver to Landlord, within twenty
(20) days after receipt thereof of a subordination and non-disturbance agreement prepared with respect to a particular mortgage,
deed of trust or other lien. Tenant’s failure to timely deliver such agreement shall constitute a default under this mortgage,
deed of trust or other lien or any purchaser as a foreclosure sale in the event such mortgage, deed of trust or other lien is foreclosed
through judicial proceedings or power of sale.



 


		25.	Estoppel Certificates: Tenant shall, within twenty (20) days after written request
from Landlord, execute, acknowledge, and deliver to Landlord or to Landlord’s mortgagee, proposed mortgagee, lender or proposed
purchaser of the Center or any part thereof, any estoppel certificates requested by Landlord, from time to time, which estoppel
certificates shall show whether the lease is in full force and effect and whether any changes may have been made to the original
lease; whether there are any defaults by Landlord and, if so, the nature of such defaults, whether possession has been assumed
and all improvements to be provided by Landlord have been completed; and whether Rent or Additional Rent has been paid more than
thirty (30) days in advance and that there are no liens, changes, or offsets against rental due or to become due and that the address
shown on such estoppel is accurate, and containing such other matters as Landlord may reasonably require.



 


		26.	Partnership: Nothing contained herein shall be deemed or construed by the parties
hereto, nor by any third party, as creating a relationship between the parties hereto other than the relationship of Landlord and
Tenant.



 


		27.	Late Fee.



 


		(a)	Penalties for Late Payment If Tenant fails to pay to Landlord when due any installment
of Rent or any other sum to be paid to Landlord which may become due hereunder, the parties acknowledge that Landlord will incur
administrative expenses in an amount not readily ascertainable and which has not been elsewhere provided for herein between Landlord
and Tenant. Accordingly, if Tenant should fail to pay to Landlord any installment of Rent or other sum to be paid hereunder within
ten (10) days after its due date, Tenant shall pay Landlord on demand a late fee equal to the greater of (i) $100, or (ii) 5% of
the past due amount; provided, however, Landlord agrees that no such late fee shall be payable for the first such late payment
in any 12-month period, so long as the applicable amount is paid to Landlord within five (5) business days after Tenant’s receipt
of written notice thereof. Failure to pay such a late fee upon demand therefore shall constitute an Event of Default hereunder.
Provision for such late fee shall be in addition to all other rights and remedies available to Landlord hereunder or at law or
in equity and shall not be construed as liquidated damages or as a limitation on Landlord’s remedies in any manner.



 






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		(b)	Non-Sufficient Funds. If Tenant pays any installment of Fixed Minimum Rent or any
other sum by check and such check is returned for insufficient funds or other reason not the fault of Landlord, then Tenant shall
pay to Landlord on demand a processing fee of Fifty and no/100 dollars ($50.00) per returned check.



 


		28.	Hazardous Materials. Tenant agrees that it will not, without the prior written consent
of Landlord, use or permit to be used on or bring onto or about the Center any materials that have been or are in the future determined
to be hazardous by any federal, state or local government agency in violation of any applicable laws. Tenant shall and hereby agrees
to defend, indemnify and hold the Landlord harmless from and against any claim asserted by, or any liability to any person, including,
without limitation, any agency, branch or representative of federal, state or local government, on account of any personal injury
or death or damage, destruction or loss of property (whether it be sudden and accidental or gradual and steady) resulting from
or arising out of Tenant’s usage, storage or disposal of hazardous materials on the Center or Tenant’s generation, brokerage or
transference of any hazardous materials from the Center.



 


		29.	Parking. If requested by Landlord, in writing, Tenant agrees to cause its employees,
company vehicles and trailers to park only in places within the Center as provided and designated by Landlord, from time to time.



 


		30.	Extension Options. Landlord hereby grants to Tenant one option (herein the “Extension
Option”) to extend the term of this Lease, for a three (3) year period (herein the “Extension Period”), upon the
same terms and conditions as those set forth in this Lease for the Initial Term of this Lease except for the amount of Base Rent
which shall be as shown in the table of Section 2 of this Lease and shall be paid in equal monthly installments as provided for
in Section 2 of this Lease.



 


In order to exercise
the Extension Option, Tenant must give Landlord written notice of such exercise at least six (6) months prior to the expiration
of the then expiring Term. The Extension Period shall commence immediately upon expiration of the immediately preceding term of
this Lease and terminate three (3) years thereafter. Tenant shall not have the right to exercise any Extension Option during any
period of time that Tenant is in default beyond any applicable notice and cure period.


 


		31.	Landlord’s Work. Prior to the Commencement Date, Landlord shall as its sole
cost and expense:



 


	i.	 	Install new carpet throughout the office area, 
	ii.	 	paint all walls in the offices
	iii.	 	remove all mold in the leased space
	iv.	 	contract and pay for mold inspection and removal from a licensed Environmental company
	v.	 	install air conditioning in the warehouse
	vi.	 	deliver the overhead dock doors, the HVAC units, plumbing, electrical, warehouse and office lighting, heating, and hot water in the Leased Premises in good working condition. 





 


Thereafter, any
required maintenance and repair costs shall be subject to the operating expense and repair language outlined in this Lease.


 


		35.	Guaranty[Intentionally Deleted]



 






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		36.	Loss and Damage. Landlord shall not be liable for any loss or damage to Tenant’s
improvements to the Leased Premises, its trade fixtures or personal property, or the property of others located on the Leased Premises,
except as may be caused by the negligence or willful misconduct of Landlord, its agents, and employees. Landlord shall not be liable
for any injury or damage to persons or property resulting from fire, explosion, falling plaster, steam, gas, electricity, water,
rain, snow, bursting of or leaks from any part of the Leased Premises or from the pipes, appliances or plumbing works, or from
the roof, or by dampness, stoppage or leaking from sewer pipes, except as may be caused by the negligence or willful misconduct
of Landlord, its agents, and employees. All property of Tenant kept or stored on the Leased Premises shall be so kept or stored
at the risk of Tenant only, and Tenant shall hold Landlord harmless from any claims arising out of damage to the same, including
subrogation claims by Tenant’s insurance carrier.



 


		37.	Limitation of Right of Recovery Against Landlord. Tenant agrees and acknowledges
that the liability of Landlord under this Lease shall be limited to its interest in the Center, and any judgments rendered against
Landlord shall be satisfied solely out of the proceeds of sale of its interest in the Center. No personal judgment shall lie against
Landlord, and any judgment so rendered shall not give rise to any right of execution or levy against Landlord’s assets, other than
as to the Leased Premises. The foregoing provisions are not intended to relieve Landlord from performance of its obligations, but
only to limit the personal liability of Landlord in case of recovery of a judgment against Landlord.



 


		38.	Quiet Possession. Subject to the other terms and conditions of this Lease, and the
rights of any lender, and provided Tenant is not in default hereunder, Tenant shall have quiet possession of the Premises for the
entire term hereof, subject to all of the provisions of this Lease.



 


		39.	Force Majeure. Neither Landlord nor Tenant shall be required to perform any term,
provision, agreement, condition or covenant in this Lease (other than the obligations of Tenant to pay Base Rent or Additional
Rent as provided herein) so long as such performance is delayed or prevented by “Force Majeure”, which shall mean acts
of God, pandemics, epidemics, strikes, injunctions, lockouts, material or labor restrictions by any governmental authority, any
labor or material shortages, civil riots, floods, fire, theft, public enemy, insurrection, war, court order, requisition or order
of governmental body or authority, or delays in receiving building or construction permits from the applicable governing authority,
and any other cause not reasonably within the control of Landlord or Tenant and which by the exercise of due diligence Landlord
or Tenant is unable, wholly or in part, to prevent or overcome (“Force Majeure”).



 


IN WITNESS WHEREOF, the parties hereto have
executed this lease the day and year first above written.


 


	 	“LANDLORD”
	 	 
	 	U.S. BUSINESS CENTERS, L.L.C.
	 	 
	 	By:	/s/ Johnny W. Stevens
	 	Name:	Johnny W. Stevens
	 	Title:	Manager
	 	 
	 	“TENANT”
	 	 
	 	AGEAGLE AERIAL SYSTEMS, INC
	 	 
	 	By:	/s/ J. Michael Drozd
	 	Name:	J. Michael Drozd
	 	Title:	Chief Executive Officer





 






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Exhibit “A”


 


Lot 1, Block 3, Mediterranean Plaza, an Addition
to Wichita, Sedgwick County, Kansas.


 






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Exhibit “B”


 


Site Plan of Building


 


 


 






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Exhibit “C”


 


Tenant’s Approved Signage


 


[Need to review and attach]


 


15