ex4_4.htm



 Exhibit 4.4 










 FORM OF SPECIMEN UNIT CERTIFICATE 





 






	
 NUMBER 

	   	   
	
 U-                         

	    	
 UNITS 










 


 SEE REVERSE FOR CERTAIN 





 DEFINITIONS







 


 AGEAGLE AERIAL SYSTEMS, INC.







 


 CUSIP [________] 





 UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND 


 ONE WARRANT TO PURCHASE ONE SHARE OF COMMON STOCK 


 





	    	    	    
	
 THIS CERTIFIES THAT 

	    	    











	
 is the owner of 

	    	    	
    

	
 Units. 








 


 Each Unit (“Unit”) consists of one (1) share of common stock, par value $0.0001 per share (“Common Stock”), of AGEAGLE AERIAL SYSTEMS, INC., a Nevada corporation (the “Company”), and one (1) warrant (“Warrant”). The Warrant entitles the holder to purchase one (1) share of Common Stock for $5.00 per share (subject to adjustment). The Warrant will become exercisable on the first trading day following the one hundred eightieth (180th) day following the date of the prospectus filed in connection with the Company’s initial public offering, and will expire unless exercised before 5:00 p.m. New York City time on the date which is three (3) years from the date of the prospectus filed in connection with the Company’s initial public offering of this Unit or earlier upon redemption by the Company (the “Expiration Date”). 


 


 The Common Stock and Warrant comprising each Unit shall begin to trade separately the first trading day following the one hundred eightieth (180th) day following the date of the prospectus filed in connection with the Company’s initial public offering; provided, however, in no event will the Common Stock and Warrant begin to trade separately until the Company issues a press release announcing when such separate trading will begin. 


 


 The terms of the Warrants are governed by a Warrant Agreement, dated as of [            ], 2016, between the Company and Interwest Transfer Company, Inc., as Warrant Agent, and are subject to the terms and provisions contained therein, all of which terms and provisions the holder of this certificate consents to by acceptance hereof. Copies of the Warrant Agreement are on file at the office of the Warrant Agent at 1981 East Murray Holladay Road, Suite 100, Salt Lake City, Utah 84117, and are available to any Warrant holder on written request and without cost. 


 


 This certificate is not valid unless countersigned by the Transfer Agent and Registrar of the Company. 











    





    











    












 Witness the facsimile seal of the Company and the facsimile signature of its duly authorized officers.







 


 [AGEAGLE AERIAL SYSTEMS, INC.] 





 





	    
	
 COUNTERSIGNED AND REGISTERED: 


	
 INTERWEST TRANSFER COMPANY, INC. 


	
 TRANSFER AGENT AND REGISTRAR 


	
 BY: 


	
 AUTHORIZED OFFICER 


	    
	
 By 


	    
	
 (SIGNATURE) 


	
 CHIEF EXECUTIVE OFFICER 


	    
	
 (SEAL) 


	    
	
 (SIGNATURE) 


	
 SECRETARY 














    





    











    












 [REVERSE OF CERTIFICATE]







 


 AGEAGLE AERIAL SYSTEMS, INC.







 


 The Company will furnish without charge to each stockholder who so requests, a statement of the powers, designations, preferences and relative, participating, optional or other special rights of each class of shares or series thereof of the Company and the qualifications, limitations, or restrictions of such preferences and/or rights. This certificate and the units represented hereby are issued and shall be held subject to the terms and conditions applicable to the securities underlying and comprising the units, including, as applicable, the Articles of Incorporation and all amendments thereto, the Warrant Agreement and resolutions of the Board of Directors providing for the issue of securities (copies of which may be obtained from the secretary of the corporation), to all of which the holder(s) of this certificate by acceptance hereof assents. 


 


 The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:







 


 TEN COM – as tenants in common 





 TEN ENT – as tenants by the entireties 


 JT TEN – as joint tenants with right of survivorship and not as tenants in common







 


 UNIF GIFT MIN ACT–                          Custodian                         





                                      (Cust)                                         (Minor)







 


 under Uniform Gifts to Minors Act                                          





                                                                           (State)







 


 Additional abbreviations may also be used though not in the above list. 


 


 For value received                                         , hereby sell(s), assign(s) and transfer(s) unto 


 


 PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE(S) 





 










	

 (PLEASE PRINT OR TYPEWRITE NAME(S) AND ADDRESS(ES), INCLUDING ZIP CODE, OF ASSIGNEE(S)) 




	    
	    
	    
	    
	

 Units represented by the within Certificate, and hereby irrevocably constitute(s) and appoint(s) 




	    
	    






 




    





    











    






 





 Attorney to transfer the said Units on the books of the within named Company with full power of substitution in the premises.







 


 Dated: 


 


 NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. 





 





	    	    	    
	
 Signature(s) Guaranteed: 


	    	    
	
 By 

	    	    






 


 THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO SEC RULE 17Ad-15).