Exhibit 10.2


REGISTRATION RIGHTS AGREEMENT


 


This Registration Rights
Agreement (this “Agreement”) is made and entered into as of April 7, 2020, between AgEagle Aerial Systems Inc.,
a Nevada corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser,
a “Purchaser” and, collectively, the “Purchasers”).


 


This Agreement is made
pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase
Agreement”).


 


The Company and each Purchaser
hereby agrees as follows:


 


1.             Definitions.


 


Capitalized terms used
and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given such terms in the Purchase
Agreement. As used in this Agreement, the following terms shall have the following meanings:


 


“Advice”
shall have the meaning set forth in Section 6(d).


 


“Effectiveness
Date” means, with respect to the Initial Registration Statement required to be filed hereunder, the 90th calendar
day following the required filing date hereof (or, in the event of a “full review” by the Commission, the 120th
calendar day following the date hereof) and with respect to any additional Registration Statements which may be required pursuant
to Section 2(c) or Section 3(c), the 30th calendar day following the date on which an additional Registration Statement
is required to be filed hereunder (or, in the event of a “full review” by the Commission, the 90th calendar
day following the date such additional Registration Statement is required to be filed hereunder); provided, however,
that in the event the Company is notified by the Commission that one or more of the above Registration Statements will not be reviewed
or is no longer subject to further review and comments, the Effectiveness Date as to such Registration Statement shall be the fifth
Trading Day following the date on which the Company is so notified if such date precedes the dates otherwise required above, provided,
further, if such Effectiveness Date falls on a day that is not a Trading Day, then the Effectiveness Date shall be the next succeeding
Trading Day.


 


“Effectiveness
Period” shall have the meaning set forth in Section 2(a).


 


“Filing
Date” means, with respect to the Initial Registration Statement required hereunder, the 15th calendar day following
the actual filing date of the Company’s Annual Report on Form 10-K for the year ending December 31, 2019 and, with respect to any
additional Registration Statements which may be required pursuant to Section 2(c) or Section 3(c), the earliest practical date
on which the Company is permitted by SEC Guidance to file such additional Registration Statement related to the Registrable Securities.


 






     


     


    

 


“Holder”
or “Holders” means the holder or holders, as the case may be, from time to time of Registrable Securities.


 


“Indemnified
Party” shall have the meaning set forth in Section 5(c).


 


“Indemnifying
Party” shall have the meaning set forth in Section 5(c).


 


“Initial
Registration Statement” means the initial Registration Statement filed pursuant to this Agreement.


 


“Losses”
shall have the meaning set forth in Section 5(a).


 


“Plan
of Distribution” shall have the meaning set forth in Section 2(a).


 


“Prospectus”
means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information
previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated
by the Commission pursuant to the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the
terms of the offering of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments
and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to
be incorporated by reference in such Prospectus.


 


“Registrable
Securities” means, as of any date of determination, (a) all Conversion Shares, (b) all Warrant Shares then issued and
issuable upon exercise of the Warrants issued on or about December 27, 2018 (assuming on such date the Warrants are exercised in
full without regard to any exercise limitations therein) and (c) any securities issued or then issuable upon any stock split, dividend
or other distribution, recapitalization or similar event with respect to the foregoing; provided, however, that any such
Registrable Securities shall cease to be Registrable Securities (and the Company shall not be required to maintain the effectiveness
of any, or file another, Registration Statement hereunder with respect thereto) for so long as (a) a Registration Statement with
respect to the sale of such Registrable Securities is declared effective by the Commission under the Securities Act and such Registrable
Securities have been disposed of by the Holder in accordance with such effective Registration Statement, (b) such Registrable Securities
have been previously sold in accordance with Rule 144, or (c) such securities become eligible for resale without volume or manner-of-sale
restrictions and without current public information pursuant to Rule 144 as set forth in a written opinion letter to such effect,
addressed, delivered and acceptable to the Transfer Agent and the affected Holders (assuming that such securities were at no time
held by any Affiliate of the Company, as reasonably determined by the Company, upon the advice of counsel to the Company.


 






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“Registration
Statement” means any registration statement required to be filed hereunder pursuant to Section 2(a) and any additional
registration statements contemplated by Section 2(c) or Section 3(c), including (in each case) the Prospectus, amendments and supplements
to any such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material
incorporated by reference or deemed to be incorporated by reference in any such registration statement.


 


“Rule
415” means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose
and effect as such Rule.


 


“Rule
424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose
and effect as such Rule.


 


“Selling
Stockholder Questionnaire” shall have the meaning set forth in Section 3(a).


 


“SEC
Guidance” means (i) any publicly-available written or oral guidance of the Commission staff, or any comments, requirements
or requests of the Commission staff and (ii) the Securities Act.


 


2.             Shelf
Registration.


 


(a)                
On or prior to each Filing Date, the Company shall prepare and file with the Commission a
Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an effective Registration
Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall
be on Form S-3, if available, and otherwise on Form S-1, and shall contain (unless otherwise directed by at least 85% in interest
of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A and substantially the
“Selling Stockholder” section attached hereto as Annex B; provided, however, that no Holder
shall be required to be named as an “underwriter” without such Holder’s express prior written consent. Subject to the
terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement filed under this Agreement (including,
without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing
thereof, but in any event no later than the applicable Effectiveness Date, and shall use its best efforts to keep such Registration
Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration
Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions
pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement
under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and
acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall request
acceleration of effectiveness of a Registration Statement as of 5:00 p.m. (New York City time) on the second Trading Day after
confirmation from the Commission that the Registration Statement will not be subject to review, or if subject to review that the
Commission has no further comments. The Company shall telephonically confirm effectiveness with the Commission on such Trading
Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement
on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested
for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m. (New York City time) on the Trading Day after
the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. 


 






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(b)                
 Notwithstanding the registration obligations set forth in Section 2(a), if the Commission
informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for
resale as a secondary offering on a single registration statement, the Company agrees to promptly inform each of the Holders thereof
and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission,
covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form
available to register for resale the Registrable Securities as a secondary offering, subject to the provisions of Section 2(e);
with respect to filing on Form S-3 or other appropriate form; provided, however, that prior to filing such amendment,
the Company shall be obligated to use diligent efforts to advocate with the Commission for the registration of all of the Registrable
Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09.



 


(c)                
Notwithstanding any other provision of this Agreement, if the Commission or any SEC Guidance
sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement
as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration
of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable
Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced as follows: 


 






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	 	a.	First, the Company shall
reduce or eliminate any securities to be included other than Registrable Securities; and
	 	 	 
	 	b.	Second, the Company
shall reduce Registrable Securities represented by Warrant Shares (applied, in the case that some Warrant Shares may be registered,
to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such Holders. 




 


In the event of a cutback hereunder,
the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to such Holder’s
allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will
use its best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company
or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register
for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended.


 


(d)                
If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date (if
the Company files the Initial Registration Statement without affording the Holders the opportunity to review and comment on the
same as required by Section 3(a) herein, the Company shall be deemed to have not satisfied this clause (i)), or (ii) the Company
fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated
by the Commission pursuant to the Securities Act, within five Trading Days of the date that the Company is notified (orally or
in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not
be subject to further review, or (iii) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective
amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within
ten (10) calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order
for such Registration Statement to be declared effective, or (iv) a Registration Statement registering for resale all of the Registrable
Securities is not declared effective by the Commission by the Effectiveness Date of the Initial Registration Statement, or (v)
after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously
effective as to all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted
to utilize the Prospectus therein to resell such Registrable Securities, for more than ten (10) consecutive Trading Days or more
than an aggregate of fifteen (15) Trading Days (which need not be consecutive calendar days) during any 12-month period (any such
failure or breach being referred to as an “Event”, and for purposes of clauses (i) and (iv), the date on which
such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose
of clause (iii) the date which such ten (10) Trading Day period is exceeded, and for purpose of clause (v) the date on which such
ten (10) or fifteen (15) Trading Day period, as applicable, is exceeded being referred to as “Event Date”), then,
in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly
anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event
is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to
the product of 1.0% multiplied by the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement; The
parties agree that the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be 6.0% of the aggregate
Subscription Amount paid by such Holder pursuant to the Purchase Agreement. If the Company fails to pay any partial liquidated
damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate
of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from
the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial
liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure
of an Event.


 






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(e)                 
If Form S-3 is not available for the registration of the resale of Registrable Securities
hereunder, the Company shall (i) register the resale of the Registrable Securities on another appropriate form and (ii) undertake
to register the Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain
the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering
the Registrable Securities has been declared effective by the Commission.


 


(f)                 
Notwithstanding anything to the contrary contained herein, in no event shall the Company be
permitted to name any Holder or affiliate of a Holder as any Underwriter without the prior written consent of such Holder.


 


3.             Registration
Procedures.


 


In connection with the Company’s registration
obligations hereunder, the Company shall:


 





(a)                
Not less than five (5) Trading Days prior to the filing of each Registration Statement and
not less than one (1) Trading Day prior to the filing of any related Prospectus or any amendment or supplement thereto (including
any document that would be incorporated or deemed to be incorporated therein by reference), the Company shall (i) furnish to each
Holder copies of all such documents proposed to be filed, which documents (other than those incorporated or deemed to be incorporated
by reference) will be subject to the review of such Holders, and (ii) cause its officers and directors, counsel and independent
registered public accountants to respond to such inquiries as shall be necessary, in the reasonable opinion of respective counsel
to each Holder, to conduct a reasonable investigation within the meaning of the Securities Act. The Company shall not file a Registration
Statement or any such Prospectus or any amendments or supplements thereto to which the Holders of a majority of the Registrable
Securities shall reasonably object in good faith, provided that, the Company is notified of such objection in writing no later
than five (5) Trading Days after the Holders have been so furnished copies of a Registration Statement or one (1) Trading Day after
the Holders have been so furnished copies of any related Prospectus or amendments or supplements thereto. Each Holder agrees to
furnish to the Company a completed questionnaire in the form attached to this Agreement as Annex B (a “Selling Stockholder
Questionnaire”) on a date that is not less than two (2) Trading Days prior to the Filing Date or by the end of the fourth
(4th) Trading Day following the date on which such Holder receives draft materials in accordance with this Section.




 






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(b)                
(i) Prepare and file with the Commission such amendments, including post-effective amendments,
to a Registration Statement and the Prospectus used in connection therewith as may be necessary to keep a Registration Statement
continuously effective as to the applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission
such additional Registration Statements in order to register for resale under the Securities Act all of the Registrable Securities,
(ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement (subject to the terms of
this Agreement), and, as so supplemented or amended, to be filed pursuant to Rule 424, (iii) respond as promptly as reasonably
possible to any comments received from the Commission with respect to a Registration Statement or any amendment thereto and provide
as promptly as reasonably possible to the Holders true and complete copies of all correspondence from and to the Commission relating
to a Registration Statement (provided that, the Company shall excise any information contained therein which would constitute material
non-public information regarding the Company or any of its Subsidiaries), and (iv) comply in all material respects with the applicable
provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by
a Registration Statement during the applicable period in accordance (subject to the terms of this Agreement) with the intended
methods of disposition by the Holders thereof set forth in such Registration Statement as so amended or in such Prospectus as so
supplemented.


 


(c)                
If during the Effectiveness Period, the number of Registrable Securities at any time exceeds
100% of the number of shares of Common Stock then registered in a Registration Statement, then the Company shall file as soon as
reasonably practicable, but in any case prior to the applicable Filing Date, an additional Registration Statement covering the
resale by the Holders of not less than the number of such Registrable Securities. 


 






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(d)                
Notify the Holders of Registrable Securities to be sold (which notice shall, pursuant to clauses
(iii) through (vi) hereof, be accompanied by an instruction to suspend the use of the Prospectus until the requisite changes have
been made) as promptly as reasonably possible (and, in the case of (i)(A) below, not less than one (1) Trading Day prior to such
filing) and (if requested by any such Person) confirm such notice in writing no later than one (1) Trading Day following the day
(i)(A) when a Prospectus or any Prospectus supplement or post-effective amendment to a Registration Statement is proposed to be
filed, (B) when the Commission notifies the Company whether there will be a “review” of such Registration Statement and
whenever the Commission comments in writing on such Registration Statement, and (C) with respect to a Registration Statement or
any post-effective amendment, when the same has become effective, (ii) of any request by the Commission or any other federal or
state governmental authority for amendments or supplements to a Registration Statement or Prospectus or for additional information,
(iii) of the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness
of a Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose,
(iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification
of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such
purpose, (v) of the occurrence of any event or passage of time that makes the financial statements included in a Registration Statement
ineligible for inclusion therein or any statement made in a Registration Statement or Prospectus or any document incorporated or
deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to a Registration
Statement, Prospectus or other documents so that, in the case of a Registration Statement or the Prospectus, as the case may be,
it will not contain any 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 light of the circumstances under which they were made, not misleading, and (vi) of
the occurrence or existence of any pending corporate development with respect to the Company that the Company believes may be material
and that, in the determination of the Company, makes it not in the best interest of the Company to allow continued availability
of a Registration Statement or Prospectus; provided, however, that in no event shall any such notice contain any
information which would constitute material, non-public information regarding the Company or any of its Subsidiaries.


 


(e)                
Use its best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i)
any order stopping or suspending the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or
exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment.


 






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(f)                 
Furnish to each Holder, without charge, at least one conformed copy of each such Registration
Statement and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be
incorporated therein by reference to the extent requested by such Person, and all exhibits to the extent requested by such Person
(including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission,
provided that any such item which is available on the EDGAR system (or successor thereto) need not be furnished in physical form.


 


(g)                
Subject to the terms of this Agreement, the Company hereby consents to the use of such Prospectus
and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable
Securities covered by such Prospectus and any amendment or supplement thereto, except after the giving of any notice pursuant to
Section 3(d).


 


(h)                
 Prior to any resale of Registrable Securities by a Holder, use its commercially reasonable
efforts to register or qualify or cooperate with the selling Holders in connection with the registration or qualification (or exemption
from the Registration or qualification) of such Registrable Securities for the resale by the Holder under the securities or Blue
Sky laws of such jurisdictions within the United States as any Holder reasonably requests in writing, to keep each registration
or qualification (or exemption therefrom) effective during the Effectiveness Period and to do any and all other acts or things
reasonably necessary to enable the disposition in such jurisdictions of the Registrable Securities covered by each Registration
Statement, provided that the Company shall not be required to qualify generally to do business in any jurisdiction where it is
not then so qualified, subject the Company to any material tax in any such jurisdiction where it is not then so subject or file
a general consent to service of process in any such jurisdiction.


 


(i)                  
If requested by a Holder, cooperate with such Holder to facilitate the timely preparation
and delivery of certificates representing Registrable Securities to be delivered to a transferee pursuant to a Registration Statement,
which certificates shall be free, to the extent permitted by the Purchase Agreement, of all restrictive legends, and to enable
such Registrable Securities to be in such denominations and registered in such names as any such Holder may request.


 






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(j)                 
Upon the occurrence of any event contemplated by Section 3(d), as promptly as reasonably possible
under the circumstances taking into account the Company’s good faith assessment of any adverse consequences to the Company and
its stockholders of the premature disclosure of such event, prepare a supplement or amendment, including a post-effective amendment,
to a Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated
therein by reference, and file any other required document so that, as thereafter delivered, neither a Registration Statement nor
such Prospectus will 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, in light of the circumstances under which they were made, not misleading. If
the Company notifies the Holders in accordance with clauses (iii) through (vi) of Section 3(d) above to suspend the use of any
Prospectus until the requisite changes to such Prospectus have been made, then the Holders shall suspend use of such Prospectus.
The Company will use its best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable. The
Company shall be entitled to exercise its right under this Section 3(j) to suspend the availability of a Registration Statement
and Prospectus, for a period not to exceed 60 calendar days (which need not be consecutive days) in any 12-month period.


 


(k)                
Otherwise use commercially reasonable efforts to comply with all applicable rules and regulations
of the Commission under the Securities Act and the Exchange Act, including, without limitation, Rule 172 under the Securities Act,
file any final Prospectus, including any supplement or amendment thereof, with the Commission pursuant to Rule 424 under the Securities
Act, promptly inform the Holders in writing if, at any time during the Effectiveness Period, the Company does not satisfy the conditions
specified in Rule 172 and, as a result thereof, the Holders are required to deliver a Prospectus in connection with any disposition
of Registrable Securities and take such other actions as may be reasonably necessary to facilitate the registration of the Registrable
Securities hereunder.


 


(l)                  
The Company shall use its best efforts to maintain eligibility for use of Form S-3 (or any
successor form thereto) for the registration of the resale of Registrable Securities.


 


(m)              
The Company may require each selling Holder to furnish to the Company a certified statement
as to the number of shares of Common Stock beneficially owned by such Holder and, if required by the Commission, the natural persons
thereof that have voting and dispositive control over the shares.


 


4.            Registration
Expenses. All fees and expenses incident to the performance of or compliance with, this Agreement by the Company shall be borne
by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred
to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation,
fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with
the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed
for trading, and (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing
(including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or
exemptions of the Registrable Securities), (ii) printing expenses (including, without limitation, expenses of printing certificates
for Registrable Securities), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company,
(v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons
retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the
Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions
contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing
legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing
of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for
any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees
or other costs of the Holders.


 






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5.             Indemnification.


 


(a)                
Indemnification by the Company. The Company shall, notwithstanding any termination
of this Agreement, indemnify and hold harmless each Holder, the officers, directors, members, partners, agents, brokers (including
brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin
call of Common Stock), investment advisors and employees (and any other Persons with a functionally equivalent role of a Person
holding such titles, notwithstanding a lack of such title or any other title) of each of them, each Person who controls any such
Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors,
members, stockholders, partners, agents and employees (and any other Persons with a functionally equivalent role of a Person holding
such titles, notwithstanding a lack of such title or any other title) of each such controlling Person, to the fullest extent permitted
by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable
attorneys’ fees) and expenses (collectively, “Losses”), as incurred, arising out of or relating to (1) any untrue
or alleged untrue statement of a material fact contained in a Registration Statement, any Prospectus or any form of prospectus
or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged
omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus
or supplement thereto, in light of the circumstances under which they were made) not misleading or (2) any violation or alleged
violation by the Company of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder,
in connection with the performance of its obligations under this Agreement, except to the extent, but only to the extent, that
(i) such untrue statements or omissions are based solely upon information regarding such Holder furnished in writing to the Company
by such Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder’s proposed
method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for
use in a Registration Statement, such Prospectus or in any amendment or supplement thereto (it being understood that the Holder
has approved Annex A hereto for this purpose) or (ii) in the case of an occurrence of an event of the type specified in Section
3(d)(iii)-(vi), the use by such Holder of an outdated, defective or otherwise unavailable Prospectus after the Company has notified
such Holder in writing that the Prospectus is outdated, defective or otherwise unavailable for use by such Holder and prior to
the receipt by such Holder of the Advice contemplated in Section 6(d). The Company shall notify the Holders promptly of the institution,
threat or assertion of any Proceeding arising from or in connection with the transactions contemplated by this Agreement of which
the Company is aware. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf
of such indemnified person and shall survive the transfer of any Registrable Securities by any of the Holders in accordance with
Section 6(h).


 






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(b)                
Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify
and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the
meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees
of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the
extent arising out of or based solely upon: any untrue or alleged untrue statement of a material fact contained in any Registration
Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating
to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein
(in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading
(i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished
in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the
extent, but only to the extent, that such information relates to such Holder’s information provided in the Selling Stockholder
Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing
by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for
this purpose), such Prospectus or in any amendment or supplement thereto. In no event shall the liability of a selling Holder be
greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim
relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue
statement or omission) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement
giving rise to such indemnification obligation.


 






    12 


     


    

 


(c)                
Conduct of Indemnification Proceedings. If any Proceeding shall be brought or asserted
against any Person entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall promptly
notify the Person from whom indemnity is sought (the “Indemnifying Party”) in writing, and the Indemnifying Party
shall have the right to assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified
Party and the payment of all fees and expenses incurred in connection with defense thereof, provided that the failure of any Indemnified
Party to give such notice shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement,
except (and only) to the extent that it shall be finally determined by a court of competent jurisdiction (which determination is
not subject to appeal or further review) that such failure shall have materially and adversely prejudiced the Indemnifying Party.


 


An Indemnified Party shall have the
right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of
such counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party has agreed in writing
to pay such fees and expenses, (2) the Indemnifying Party shall have failed promptly to assume the defense of such Proceeding and
to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding, or (3) the named parties to any such
Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and counsel to the
Indemnified Party shall reasonably believe that a material conflict of interest is likely to exist if the same counsel were to
represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying
Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall
not have the right to assume the defense thereof and the reasonable fees and expenses of no more than one separate counsel shall
be at the expense of the Indemnifying Party). The Indemnifying Party shall not be liable for any settlement of any such Proceeding
effected without its written consent, which consent shall not be unreasonably withheld or delayed. No Indemnifying Party shall,
without the prior written consent of the Indemnified Party, effect any settlement of any pending Proceeding in respect of which
any Indemnified Party is a party, unless such settlement includes an unconditional release of such Indemnified Party from all liability
on claims that are the subject matter of such Proceeding.


 


Subject to the terms of this Agreement,
all reasonable fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection
with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section) shall be paid to the
Indemnified Party, as incurred, within ten Trading Days of written notice thereof to the Indemnifying Party, provided that the
Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such fees and expenses applicable to such
actions for which such Indemnified Party is finally determined by a court of competent jurisdiction (which determination is not
subject to appeal or further review) not to be entitled to indemnification hereunder.


 






    13 


     


    

 


(d)                
Contribution. If the indemnification under Section 5(a) or 5(b) is unavailable to an
Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute
to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of
the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses
as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall
be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement
of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied
by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity
to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall
be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other fees or expenses
incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or
expenses if the indemnification provided for in this Section was available to such party in accordance with its terms.


 


The parties hereto agree that it
would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any
other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding
paragraph. In no event shall the contribution obligation of a Holder of Registrable Securities be greater in amount than the dollar
amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the
amount of any damages such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission) received by it upon the sale of the Registrable Securities giving rise to such contribution obligation.


 


The indemnity
and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to
the Indemnified Parties.


 


6.        Miscellaneous.


 


(a)                
Remedies. In the event of a breach by the Company or by a Holder of any of their respective
obligations under this Agreement, each Holder or the Company, as the case may be, in addition to being entitled to exercise all
rights granted by law and under this Agreement, including recovery of damages, shall be entitled to specific performance of its
rights under this Agreement. Each of the Company and each Holder agrees that monetary damages would not provide adequate compensation
for any losses incurred by reason of a breach by it of any of the provisions of this Agreement and hereby further agrees that,
in the event of any action for specific performance in respect of such breach, it shall not assert or shall waive the defense that
a remedy at law would be adequate.


 






    14 


     


    

 


(b)                
No Piggyback on Registrations; Prohibition on Filing Other Registration Statements.
Except as set forth on Schedule 6(b) attached hereto, neither the Company nor any of its security holders (other than the
Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable
Securities. Without the prior written consent of the Holders, the Company shall not file any other registration statements until
all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided
that this Section 6(b) shall not prohibit the Company from filing amendments to registration statements filed prior to the date
of this Agreement.


 


(c)                
[RESERVED]


 


(d)                
Discontinued Disposition. By its acquisition of Registrable Securities, each Holder
agrees that, upon receipt of a notice from the Company of the occurrence of any event of the kind described in Section 3(d)(iii)
through (vi), such Holder will forthwith discontinue disposition of such Registrable Securities under a Registration Statement
until it is advised in writing (the “Advice”) by the Company that the use of the applicable Prospectus (as it
may have been supplemented or amended) may be resumed. The Company will use its best efforts to ensure that the use of the Prospectus
may be resumed as promptly as is practicable. The Company agrees and acknowledges that any periods during which the Holder is required
to discontinue the disposition of the Registrable Securities hereunder shall be subject to the provisions of Section 2(d).


 


(e)                
Piggy-Back Registrations. If, at any time during the Effectiveness Period, there is
not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and
file with the Commission a registration statement relating to an offering for its own account or the account of others under the
Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act)
or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or
business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans, then the
Company shall deliver to each Holder a written notice of such determination and, if within fifteen days after the date of the delivery
of such notice, any such Holder shall so request in writing, the Company shall include in such registration statement all or any
part of such Registrable Securities such Holder requests to be registered; provided, however, that the Company shall
not be required to register any Registrable Securities pursuant to this Section 6(e) that are eligible for resale pursuant to Rule
144 (without volume restrictions or current public information requirements) promulgated by the Commission pursuant to the Securities
Act or that are the subject of a then effective Registration Statement that is available for resales or other dispositions by such
Holder.


 






    15 


     


    

 


(f)                 
Amendments and Waivers. The provisions of this Agreement, including the provisions
of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof
may not be given, unless the same shall be in writing and signed by the Company and the Holders of 67% or more of the then outstanding
Registrable Securities (for purposes of clarification, this includes any Registrable Securities issuable upon exercise or conversion
of any Security), provided that, if any amendment, modification or waiver disproportionately and adversely impacts a Holder (or
group of Holders), the consent of such disproportionately impacted Holder (or group of Holders) shall be required. If a Registration
Statement does not register all of the Registrable Securities pursuant to a waiver or amendment done in compliance with the previous
sentence, then the number of Registrable Securities to be registered for each Holder shall be reduced pro rata among all Holders
and each Holder shall have the right to designate which of its Registrable Securities shall be omitted from such Registration Statement.
Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively
to the rights of a Holder or some Holders and that does not directly or indirectly affect the rights of other Holders may be given
only by such Holder or Holders of all of the Registrable Securities to which such waiver or consent relates; provided, however,
that the provisions of this sentence may not be amended, modified, or supplemented except in accordance with the provisions of
the first sentence of this Section 6(f). No consideration shall be offered or paid to any Person to amend or consent to a waiver
or modification of any provision of this Agreement unless the same consideration also is offered to all of the parties to this
Agreement.


 


(g)                
Notices. Any and all notices or other communications or deliveries required or permitted
to be provided hereunder shall be delivered as set forth in the Purchase Agreement. 


 


(h)                
Successors and Assigns. This Agreement shall inure to the benefit of and be binding
upon the successors and permitted assigns of each of the parties and shall inure to the benefit of each Holder. The Company may
not assign (except by merger) its rights or obligations hereunder without the prior written consent of all of the Holders of the
then outstanding Registrable Securities. Each Holder may assign their respective rights hereunder in the manner and to the Persons
as permitted under Section 5.7 of the Purchase Agreement.


 


(i)                  
No Inconsistent Agreements. Neither the Company nor any of its Subsidiaries has entered,
as of the date hereof, nor shall the Company or any of its Subsidiaries, on or after the date of this Agreement, enter into any
agreement with respect to its securities, that would have the effect of impairing the rights granted to the Holders in this Agreement
or otherwise conflicts with the provisions hereof. Except as set forth on Schedule 6(i), neither the Company nor any of
its Subsidiaries has previously entered into any agreement granting any registration rights with respect to any of its securities
to any Person that have not been satisfied in full.


 






    16 


     


    

 


(j)                 
Execution and Counterparts. This Agreement may be executed in two or more counterparts,
all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have
been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart.
In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data
file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed)
with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.


 


(k)                
Governing Law. All questions concerning the construction, validity, enforcement and
interpretation of this Agreement shall be determined in accordance with the provisions of the Purchase Agreement.


 


(l)                  
Cumulative Remedies. The remedies provided herein are cumulative and not exclusive
of any other remedies provided by law.


 


(m)              
Severability. If any term, provision, covenant or restriction of this Agreement is
held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or
invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to
achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is
hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions,
covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.


 


(n)                
Headings. The headings in this Agreement are for convenience only, do not constitute
a part of the Agreement and shall not be deemed to limit or affect any of the provisions hereof.


 





 






    17 


     


    

 


(o)                 Independent
Nature of Holders’ Obligations and Rights. The obligations of each Holder hereunder are several and not joint with
the obligations of any other Holder hereunder, and no Holder shall be responsible in any way for the performance of the
obligations of any other Holder hereunder. Nothing contained herein or in any other agreement or document delivered at any
closing, and no action taken by any Holder pursuant hereto or thereto, shall be deemed to constitute the Holders as a
partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Holders
are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated by
this Agreement or any other matters, and the Company acknowledges that the Holders are not acting in concert or as a group,
and the Company shall not assert any such claim, with respect to such obligations or transactions.
Each Holder shall be entitled to protect and enforce its rights, including without limitation the rights arising out of this
Agreement, and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such
purpose. The use of a single agreement with respect to the obligations of the Company contained was solely in the control of
the Company, not the action or decision of any Holder, and was done solely for the convenience of the Company and not because
it was required or requested to do so by any Holder. It is expressly understood and agreed that each provision contained in
this Agreement is between the Company and a Holder, solely, and not between the Company and the Holders collectively and not
between and among Holders.


 


********************


 


(Signature
Pages Follow)


 






    18 


     


    

 


IN WITNESS WHEREOF, the parties have executed
this Registration Rights Agreement as of the date first written above.


 


	 	AGEAGLE AERIAL SYSTEMS INC.
	 	 	 
	 	By:	/s/Nicole Fernandez-McGovern
	 	 	Name: Nicole Fernandez-McGovern
	 	 	Title: Chief Financial Officer



 


[SIGNATURE PAGE OF HOLDERS FOLLOWS]


 






    


     


    

 


[SIGNATURE
PAGE OF HOLDERS TO uavs RRA]


 


Name of Holder: Alpha Capital Anstalt


 


Signature of Authorized Signatory of Holder: /s/ Nicola
Feuerstein


 


Name of Authorized Signatory: Nicola Feuerstein


 


Title of Authorized Signatory: Secretary


 


[SIGNATURE PAGES CONTINUE]


 






    


     


    

 


Annex A


 


Plan of Distribution


 


Each Selling Stockholder
(the “Selling Stockholders”) of the securities and any of their pledgees, assignees and successors-in-interest
may, from time to time, sell any or all of their securities covered hereby on the principal Trading Market or any other stock exchange,
market or trading facility on which the securities are traded or in private transactions. These sales may be at fixed or negotiated
prices. A Selling Stockholder may use any one or more of the following methods when selling securities:


 


	 	●	ordinary brokerage transactions and transactions
in which the broker-dealer solicits purchasers;
	 	 	 
	 	●	block trades in which the broker-dealer will attempt
to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;
	 	 	 
	 	●	purchases by a broker-dealer as principal and resale
by the broker-dealer for its account;
	 	 	 
	 	●	an exchange distribution in accordance with the
rules of the applicable exchange;
	 	 	 
	 	●	privately negotiated transactions;
	 	 	 
	 	●	settlement of short sales; 
	 	 	 
	 	●	in transactions through broker-dealers that agree
with the Selling Stockholders to sell a specified number of such securities at a stipulated price per security;
	 	 	 
	 	●	through the writing or settlement of options or
other hedging transactions, whether through an options exchange or otherwise;
	 	 	 
	 	●	a combination of any such methods of sale; or
	 	 	 
	 	●	any other method permitted pursuant to applicable
law.




 


The Selling Stockholders
may also sell securities under Rule 144 or any other exemption from registration under the Securities Act of 1933, as amended (the
“Securities Act”), if available, rather than under this prospectus.


 


Broker-dealers engaged
by the Selling Stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser)
in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction
not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction
a markup or markdown in compliance with FINRA IM-2440.


 






    


     


    

 


In connection with the
sale of the securities or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or
other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions
they assume. The Selling Stockholders may also sell securities short and deliver these securities to close out their short positions,
or loan or pledge the securities to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter
into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities
which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which
securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended
to reflect such transaction).


 


The Selling Stockholders
and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters” within
the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers
or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts
under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement
or understanding, directly or indirectly, with any person to distribute the securities.


 


The Company is required
to pay certain fees and expenses incurred by the Company incident to the registration of the securities. The Company has agreed
to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the
Securities Act.


 


We agreed to keep this
prospectus effective until the earlier of (i) the date on which the securities may be resold by the Selling Stockholders without
registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for
the Company to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule of
similar effect or (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act or
any other rule of similar effect. The resale securities will be sold only through registered or licensed brokers or dealers if
required under applicable state securities laws. In addition, in certain states, the resale securities covered hereby may not be
sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification
requirement is available and is complied with.


 


Under applicable rules
and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously
engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation
M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions
of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases
and sales of the common stock by the Selling Stockholders or any other person. We will make copies of this prospectus available
to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior
to the time of the sale (including by compliance with Rule 172 under the Securities Act).


 






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 Annex B 


 


SELLING SHAREHOLDER


 


The common stock being
offered by the selling shareholder are those issuable to the selling shareholders, upon exercise of the Series E Preferred Stock
and warrants previously owned by the selling shareholder. For additional information regarding the issuances of those shares of
common stock, see “Private Placement of Shares of Series E Preferred Stock” above. We are registering the shares of common
stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of
the shares of common stock and the warrants, the selling shareholder have not had any material relationship with us within the
past three years.


 


The table below lists the
selling shareholder and other information regarding the beneficial ownership of the shares of common stock by the selling shareholders.
The second column lists the number of shares of common stock beneficially owned by the selling shareholder, based on its ownership
of the shares of common stock and warrants, as of ________, 2020, assuming exercise of the warrants held by the selling shareholders
on that date, without regard to any limitations on exercises.


 


The third column lists
the shares of common stock being offered by this prospectus by the selling shareholders.


 


In accordance with the
terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum
of (i) the number of shares of common stock issued to the selling shareholders in the “Private Placement of Series E Convertible
Preferred Stock” described above, and (ii) the maximum number of shares of common stock issuable upon exercise of the related
warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date
this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date
of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations
on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant
to this prospectus.


 


Under the terms of the
Series E Preferred Stock and warrants, a selling shareholder may not exercise the warrants to the extent such exercise would cause
such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common
stock which would exceed 9.99% of our then outstanding common stock following such exercise, excluding for purposes of such determination
shares of common stock issuable upon exercise of the warrants which have not been exercised. The number of shares in the second
column does not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering.
See “Plan of Distribution.”


 






    3


     


    

 


	Name of Selling Shareholder	 	Number of shares of Common Stock Owned Prior to Offering	 	Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus	 	Number of shares of Common Stock Owned After Offering





  






    4


     


    

 


Annex C


 


ageagle
aerial systems inc.


 


Selling Stockholder Notice and Questionnaire


 


The undersigned beneficial
owner of common stock (the “Registrable Securities”) of AgEagle Aerial Systems Inc., a Nevada corporation (the
“Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission
(the “Commission”) a registration statement (the “Registration Statement”) for the registration
and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable
Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”)
to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the
address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration
Rights Agreement.


 


Certain legal consequences
arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders
and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences
of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.


 


NOTICE


 


The undersigned beneficial
owner (the “Selling Stockholder”) of Registrable Securities hereby elects to include the Registrable Securities
owned by it in the Registration Statement.


 






    


     


    

 


The undersigned hereby provides the following
information to the Company and represents and warrants that such information is accurate:


 


QUESTIONNAIRE


 


		1.	Name.



 


		(a)	Full Legal Name of Selling Stockholder
	 	 	 



 


		(b)	Full Legal Name of Registered Holder (if not the same as (a) above) through which Registrable Securities
are held:
	 	 	 



 


		(c)	Full Legal Name of Natural Control Person (which means a natural person who directly or indirectly
alone or with others has power to vote or dispose of the securities covered by this Questionnaire):
	 	 	 



 


2.            Address for Notices to Selling
Stockholder:


	 
	 
	 
	Telephone:	 
	Fax:	 
	Contact Person:	 


 


 


3.            Broker-Dealer Status:


 


		(a)	Are you a broker-dealer?
	 	 	 
	 	 	Yes  ☐          No  ☐



 


		(b)	If “yes” to Section 3(a), did you receive your Registrable Securities as compensation
for investment banking services to the Company?
	 	 	 
	 	 	Yes  ☐          No  ☐
	 	 	 
	 	Note:	If “no”
to Section 3(b), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration
Statement.



 






    2


     


    

 


		(c)	Are you an affiliate of a broker-dealer?
	 	 	 
	 	 	Yes  ☐          No  ☐



 


	 	(d)	If you are an affiliate of a broker-dealer, do you certify that you purchased the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities?
	 	 	 
	 	 	Yes  ☐          No  ☐
	 	 	 
	 	Note:	If “no” to Section 3(d), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.




  


4.            Beneficial Ownership of Securities
of the Company Owned by the Selling Stockholder.


 


Except as set forth below in this
Item 4, the undersigned is not the beneficial or registered owner of any securities of the Company other than the securities issuable
pursuant to the Purchase Agreement.


 


		(a)	Type and Amount of other securities beneficially owned by the Selling Stockholder:
	 	 	 
	 	 	 



 






    3


     


    

 


5.            Relationships with the Company:


 


Except as set forth below, neither
the undersigned nor any of its affiliates, officers, directors or principal equity holders (owners of 5% of more of the equity
securities of the undersigned) has held any position or office or has had any other material relationship with the Company (or
its predecessors or affiliates) during the past three years.


 


State any exceptions here:


	 	 
	 	 
	 	 


 


The undersigned agrees
to promptly notify the Company of any material inaccuracies or changes in the information provided herein that may occur subsequent
to the date hereof at any time while the Registration Statement remains effective; provided, that the undersigned shall not be
required to notify the Company of any changes to the number of securities held or owned by the undersigned or its affiliates.


 


By signing below, the undersigned
consents to the disclosure of the information contained herein in its answers to Items 1 through 5 and the inclusion of such information
in the Registration Statement and the related prospectus and any amendments or supplements thereto. The undersigned understands
that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement
and the related prospectus and any amendments or supplements thereto.


 


IN WITNESS WHEREOF the
undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and delivered either in person or
by its duly authorized agent.


 


	Date:	 	 	Beneficial Owner:	 




 


	 	 	 	By:	 
	 	 	 	 	Name:
	 	 	 	 	Title:








  


PLEASE FAX A COPY (OR EMAIL A .PDF COPY)
OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE TO:


 


4