Exhibit
10.1 


  


 


July 10,
2018


 


Mr. Corbett
Kull


PO Box
2840


Palatine, IL 60078


 


Dear Mr.
Kull:


 


On behalf
of AgEagle Aerial Systems, Inc., a Nevada corporation
(the “Company”), I am pleased
to invite you to join the Company’s Board
of Directors (the “Board”). If you
accept, you will serve
as a Director from the date that you
sign this letter of appointment (the “Effective
Date”) until the date upon which
you are not re-elected or your
earlier removal or resignation.


 


You shall
have all responsibilities of a Director imposed by
Nevada or applicable
law, and the Articles of Incorporation
and Bylaws of the Company, as may
be amended from time to time. You may also
be requested to serve on a committee
of the Board. These responsibilities shall include,
but shall not be limited to, the following:


		·	Telephonic meetings with
the CEO, the Board and similar parties, and
occasional in- person scheduled meetings
of the Board;



		·	Participation in
the development and refinement of the
Company’s strategic plan, business plan
and long-term vision;



		·	Assisting the Company in achieving stated
milestones; and



		·	Representing the stockholders
and the interests of the Company as a fiduciary.



 


In
consideration for your services
and upon approval by our Board
of Directors, you will receive the following
compensation. The terms and conditions of the stock option grants
will be pursuant to the terms of a stock
option agreement.


		·	An initial grant
of 41,250 stock options at an exercise price
of $1.77 per share (the “Initial Grant”). The Initial Grant is exercisable
for a period of five years and vests
in equal quarterly installments over
a one-year period from the date of grant.



		·	A
                                         quarterly grant of 16,500 with an exercise
                                         price at the current
                                         market price of the Company’s common
                                         stock at the time of issuance (the
                                         “Quarterly Options”). The Quarterly Options are exercisable
                                         for a period of five years from the
                                         date of grant and vest
                                         in equal quarterly installments over
                                         a period of two
                                         years from the date of grant.






  


     


     


    
 





You will receive
indemnification as a Director of the
Company to the maximum extent extended to Directors
of the Company generally, as set forth in the Company’s
Articles of Incorporation, Bylaws, and the Directors and
Officers insurance coverage the Company maintains.


 


By
accepting this offer, you are representing
to us that (i) you do not know of any
conflict that would restrict your service
on the Board, (ii) there is nothing in your background that would disqualify you
from serving on the Board, and (iii) you
will not provide the Company with any documents,
records, or other confidential information belonging
to other parties. Since we are a public company, if asked,
you will complete a Director’s Questionnaire
and agree to a background check.


 


I hope that this offer
is satisfactory to you and I look forward
to your joining the Company’s Board
of Directors. Please indicate your acceptance
of this offer by
signing below and returning one copy of this offer
to me as soon as possible. By signing below,
you acknowledge that you
have read this agreement and fully understand
the nature and effect of it and the terms
contained herein and that the said terms
are fair and reasonable and correctly set
out your understanding and intention.


 


Corbett,
I very much look forward to having you
on the Board of AgEagle, and working
with you to achieve great things for this
company.


 


Very truly yours,


 


 





 


Bret
Chilcott Director & CEO


 


 


I accept
the position on the Board of Directors
of AgEagle Aerial Systems, Inc., under
the terms and conditions set forth herein.


 





	 	 	7/10/2018
	Corbett Kull	 	Date