AgEagle Aerial Systems, Inc. Watch

from S-1/A 2 pages June 22, 2016 Mr. Tom Gardner 32 Young Street Cortlandt Manor, Ny 10567 Re: Amended and Restated Letter Agreement • 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: • an Initial Grant of 16,700 Five Year Stock Options at a Price Per Share Equal to the Price Offered to the Public in the Company’s Ipo Vesting in 6 Months. • 5,000 Five Year Stock Options Per Calendar Quarter of Service, With an Exercise Price at Current Market Price of the Company’s Common Stock at the Time of Issuance. • $2,000 Per Calendar Quarter Cash Stipend. AgEagle Will Cover Out-Of-Pocket Expenses for Board Members’ Travel Expenses to and From Board Meetings as Required. 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 Certificate of Incorporation, Bylaws, and the Directors and Officers Insurance Coverage the Company Maintains

from S-1/A 2 pages June 22, 2016 • 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: • an Initial Grant of 16,700 Five Year Stock Options at a Price Per Share Equal to the Price Offered to the Public in the Company’s Ipo Vesting in 6 Months. • 5,000 Five Year Stock Options Per Calendar Quarter of Service, With an Exercise Price at Current Market Price of the Company’s Common Stock at the Time of Issuance. • $2,000 Per Calendar Quarter Cash Stipend. AgEagle Will Cover Out-Of-Pocket Expenses for Board Members’ Travel Expenses to and From Board Meetings as Required. 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 Certificate of Incorporation, Bylaws, and the Directors and Officers Insurance Coverage the Company Maintains

from S-1/A 2 pages June 22, 2016 • 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: • an Initial Grant of 16,700 Five Year Stock Options at a Price Per Share Equal to the Price Offered to the Public in the Company’s Ipo Vesting in 6 Months. • 5,000 Five Year Stock Options Per Calendar Quarter of Service, With an Exercise Price at Current Market Price of the Company’s Common Stock at the Time of Issuance. • $2,000 Per Calendar Quarter Cash Stipend. AgEagle Will Cover Out-Of-Pocket Expenses for Board Members’ Travel Expenses to and From Board Meetings as Required. 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 Certificate of Incorporation, Bylaws, and the Directors and Officers Insurance Coverage the Company Maintains

from S-1/A 57 pages Distribution Agreement

from S-1/A 2 pages June 1, 2016 • 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: • an Initial Grant of 25,000 Five Year Stock Options at $2.00 Per Share Vesting in 6 Months. • 10,000 Five Year Stock Options Per Calendar Quarter of Service, With an Exercise Price at Current Market Price of the Company’s Common Stock at the Time of Issuance. • $2,000 Per Calendar Quarter Cash Stipend. AgEagle Will Cover Out-Of-Pocket Expenses for Board Members’ Travel Expenses to and From Board Meetings as Required

from S-1/A 2 pages May 13, 2016 • 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: • an Initial Grant of 25,000 Five Year Stock Options at $2.00 Per Share Vesting in 6 Months. • 10,000 Five Year Stock Options Per Calendar Quarter of Service, With an Exercise Price at Current Market Price of the Company’s Common Stock at the Time of Issuance. • $2,000 Per Calendar Quarter Cash Stipend. AgEagle Will Cover Out-Of-Pocket Expenses for Board Members’ Travel Expenses to and From Board Meetings as Required

from S-1/A 2 pages May 13, 2016 • 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: • an Initial Grant of 25,000 Five Year Stock Options at $2.00 Per Share Vesting in 6 Months. • 10,000 Five Year Stock Options Per Calendar Quarter of Service, With an Exercise Price at Current Market Price of the Company’s Common Stock at the Time of Issuance. • $2,000 Per Calendar Quarter Cash Stipend. AgEagle Will Cover Out-Of-Pocket Expenses for Board Members’ Travel Expenses to and From Board Meetings as Required

from S-1/A 38 pages Securities Purchase Agreement

from S-1/A 3 pages Consulting Agreement

from S-1/A 3 pages Agreement

from S-1/A 3 pages Extension and Waiver Agreement

from S-1/A 3 pages Extension and Waiver Agreement

from S-1/A 7 pages AgEagle Arial Systems, Inc. 2016 Employees Stock Option Plan

from S-1/A 5 pages Incubator Building Lease Agreement

from S-1/A 37 pages Securities Purchase Agreement

from S-1 15 pages Stock Purchase Agreement

from S-1 57 pages Distribution Agreement