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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 22, 2022
AGEAGLE AERIAL SYSTEMS INC.
(Exact Name of Registrant as Specified in Its Charter)
| Nevada | 001-36492 | 88-0422242 |
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
117 S. 4th Street
Neodesha Kansas 66757
(Address of Registrant’s Principal Executive Office, Including Zip Code)
(620) 325-6363
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, par value $0.01 per share | UAVS | NYSE American |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement
Waiver Agreement in connection with the Company’s 2021 MicaSense Acquisition
As previously disclosed, AgEagle Aerial Systems Inc. (the “Company”) and MicaSense, Inc., a wholly-owned subsidiary of the Company and successor to AgEagle Sensor Systems, Inc. (“MicaSense Buyer”), entered into a stock purchase agreement dated January 26, 2021 (the “MicaSense Purchase Agreement”) with Parrot Drones S.A.S. (“Parrot”) and Justin B. McAllister pursuant to which the MicaSense Buyer acquired 100% of the issued and outstanding capital stock of MicaSense, Inc. (“MicaSense”) from Parrot and Mr. McAllister. The purchase price under the MicaSense Purchase Agreement was subject to a holdback amount of $4,750,000 to cover any post-closing indemnification claims and to satisfy any purchase price adjustments. Pursuant to the MicaSense Purchase Agreement, the holdback amount less any amounts paid or reserved for outstanding indemnity claims, was scheduled to be released in two equal installments, on March 31, 2022 and March 31, 2023. The first installment of $2,375,000 was paid on March 31, 2022.
On July 22, 2022, the Company, the MicaSense Buyer and Parrot entered into a Waiver Agreement (the “MicaSense Waiver Agreement”) pursuant to which (i) Parrot agreed to waive the obligation of the Company and the MicaSense Buyer to pay Parrot $2,351,202, or the portion of the holdback amount due on March 31, 2023 (the “MicaSense Remaining Holdback Payment”) and (ii) upon the Company’s payment to Parrot of $1,175,601 (“the MicaSense Final Purchase Price Payment,” representing 50% of the MicaSense Remaining Holdback Payment), the Company and MicaSense Buyer will be released from any further obligation or liability for payment of any holdback amount under the MicaSense Purchase Agreement.
On July 29, 2022, the Company made the MicaSense Final Purchase Price Payment to Parrot in full satisfaction of its payment obligations under the MicaSense Purchase Agreement.
Waiver Agreement in connection with the Company’s 2021 senseFly S.A. Acquisition
As previously disclosed, the Company entered into a stock purchase agreement dated October 18, 2021 (the “senseFly S.A. Purchase Agreement”) with Parrot pursuant to which the Company acquired 100% of the issued and outstanding capital stock of senseFly S.A. from Parrot. The purchase price under the senseFly S.A. Purchase Agreement was subject to a holdback amount of $4,565,000 to cover any post-closing indemnification claims and to satisfy any purchase price adjustments. Pursuant to the senseFly S.A. Purchase Agreement, the holdback amount less any amounts paid or reserved for outstanding indemnity claims, was scheduled to be released in two equal installments, on December 31, 2022 and December 31, 2023.
On July 22, 2022, the Company and Parrot entered into a Waiver Agreement (the “senseFly S.A. Waiver Agreement”) pursuant to which (i) Parrot agreed to waive the obligation of the Company to pay Parrot a portion of the holdback amount due on December 31, 2022 and December 31, 2023 (collectively, the “senseFly S.A. Remaining Holdback Payments”); (ii) the parties agreed to waive Parrot’s obligation to reimburse the Company for a portion of the legal costs and expenses incurred by the Company related to the filing of a registration statement in connection with the transactions contemplated by the senseFly S.A. Purchase Agreement; and (iii) upon the Company’s payment to Parrot of $2,257,500 (“the senseFly S.A. Final Purchase Price Payment,” representing 50% of the senseFly S.A. Remaining Holdback Payments less 50% of the registration statement expenses), the Company will be released from any further obligation or liability for payment of any holdback amount under the senseFly S.A. Purchase Agreement.
On July 29, 2022, the Company made the senseFly S.A. Final Purchase Price Payment to Parrot in full satisfaction of its payment obligations under the senseFly S.A. Purchase Agreement.
Waiver Agreement in connection with the Company’s 2021 senseFly U.S. Acquisition
As previously disclosed, the Company and AgEagle Aerial, Inc., a wholly-owned subsidiary of the Company (“senseFly U.S. Buyer”) entered into a stock purchase agreement dated October 18, 2021 (the “senseFly U.S. Purchase Agreement”) with Parrot, Inc. (“Parrot U.S.”) pursuant to which the senseFly U.S. Buyer acquired 100% of the issued and outstanding capital stock of senseFly Inc. from Parrot U.S. The purchase price under the senseFly U.S. Purchase Agreement was subject to a holdback amount of $435,000 to cover any post-closing indemnification claims and to satisfy any purchase price adjustments. Pursuant to the senseFly U.S. Purchase Agreement, the holdback amount less any amounts paid or reserved for outstanding indemnity claims, was scheduled to be released in two equal installments, on December 31, 2022 and December 31, 2023.
On July 22, 2022, the Company, the senseFly U.S. Buyer and Parrot U.S. entered into a Waiver Agreement (the “senseFly U.S. Waiver Agreement”) pursuant to which (i) Parrot U.S. agreed to waive the obligation of the Company and the senseFly U.S. Buyer to pay Parrot U.S. a portion of the holdback amount due on December 31, 2022 and December 31, 2023 (collectively, the “senseFly U.S. Remaining Holdback Payments”); (ii) upon the Company’s payment to Parrot U.S. of $217,500 (the “senseFly U.S. Final Purchase Price Payment,” representing 50% of the senseFly U.S. Remaining Holdback Payments), the Company and the senseFly U.S. Buyer will be released from any further obligation or liability for any remaining holdback amount under the senseFly U.S. Purchase Agreement.
On July 29, 2022, the Company made the senseFly U.S. Final Purchase Price Payment to Parrot in full satisfaction of its payment obligations under the senseFly U.S. Purchase Agreement.
The foregoing descriptions of agreements are not complete and are subject to and qualified in their entirety by reference to the MicaSense Waiver Agreement, the senseFly S.A. Waiver Agreement, and the senseFly U.S. Waiver Agreement, copies of which are filed with this Current Report on Form 8-K as Exhibits 10.1, 10.2 and 10.3, respectively.
| Item 7.01 | Regulation FD Disclosure. |
On August 2, 2022, the Company issued a press release announcing the entry of the above three waiver agreements. A copy of the press release is furnished hereto as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: August 2, 2022
| AGEAGLE AERIAL SYSTEMS INC. | ||
| By: | /s/ Nicole Fernandez-McGovern | |
| Name: | Nicole Fernandez-McGovern | |
| Title: | Chief Financial Officer | |
EXHIBIT 10.1
EXECUTION VERSION
WAIVER AGREEMENT
THIS WAIVER AGREEMENT (this “Waiver”), dated as of July 22, 2022 (the “Effective Date”), is by and among Parrot Drones S.A.S., Société par Actions Simplifiée organized under the laws of France (“Seller”), on the one hand, and AgEagle Aerial Systems Inc., a Nevada corporation (“Parent”) and MicaSense, Inc. (as successor to AgEagle Sensor Systems, Inc.), a Nevada corporation and wholly-owned subsidiary of Parent (“Buyer” and together with Parent, “Buyer Group”), on the other hand. Parent, Buyer and Seller may be collectively referenced as “Parties” and individually referenced as “Party.”
RECITALS:
WHEREAS, Seller, AgEagle Sensor Systems, Inc., and Parent entered into a Stock Purchase Agreement, dated as of January 26, 2021, with Justin B. McAllister as an additional party thereto (as amended, the “Purchase Agreement”).
WHEREAS, pursuant to Section 2.07(d) of the Purchase Agreement and subject to the terms and conditions therein, Buyer Group shall pay to Seller its Pro Rata Portion of 50% of the Holdback Amount on March 31, 2023, in cash of immediately available funds in accordance with the payment instructions contained in the Final Closing Date Payment Schedule or as otherwise instructed by Seller no less than three (3) Business Days prior to each such payment date (the “Remaining Holdback Amount Payment”).
WHEREAS, pursuant to Section 9.09 of the Purchase Agreement, no waiver by any party thereto of any provisions thereof shall be effective unless explicitly set forth in writing and signed by the party so waiving.
WHEREAS, Seller has agreed to waive Buyer Group’s obligation to pay to Seller a portion of the Remaining Holdback Amount Payment as set forth in the Purchase Agreement, subject to the terms and conditions set forth herein.
NOW, THEREFORE, for and in consideration of the foregoing and the mutual covenants and agreements contained in this Waiver, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, subject to the terms and conditions of this Waiver, the Parties agree as follows:
AGREEMENTS:
| A. | Capitalized terms used and not defined herein shall have the respective meanings ascribed to them in the Purchase Agreement. |
| B. | The Parties acknowledge and agree that as of the Effective Date, the Remaining Holdback Amount Payment outstanding and payable by Buyer Group to Seller pursuant to the Purchase Agreement is $2,351,202. |
| C. | Upon Seller’s receipt from Buyer Group of the Final Purchase Price Payment (defined below) in accordance with this paragraph C, Seller hereby waives Buyer Group’s obligation to pay 50% of the Remaining Holdback Amount Payment (the “Waived Remaining Holdback Amount”). In consideration of such waiver, Buyer Group hereby agrees to pay to Seller no later than July 29, 2022, 50% of the Remaining Holdback Amount Payment (i.e., $1,175,601) (the “Final Purchase Price Payment”) in cash of immediately available funds in accordance with the payment instructions contained in the Final Closing Date Payment Schedule or as otherwise instructed by Seller prior to the Effective Date. The Parties acknowledge and agree that effective upon Seller’s receipt of the Final Purchase Price Payment subject to and in accordance with the terms set forth above, Buyer Group’s obligations to pay to Seller its Pro Rata Portion of the Holdback Amount under the Purchase Agreement shall be satisfied in full and Buyer Group shall be released from any further liability with respect to payment of the Waived Remaining Holdback Amount. |
| D. | All payments made under this Waiver shall be treated by the Parties as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by Law. |
| E. | Each of the terms and provisions of this Waiver is deemed incorporated by this reference into the Purchase Agreement. When a conflict exists between this Waiver and the Purchase Agreement, this Waiver will control. Unless expressly waived, amended or modified by this Waiver, all other provisions in the Purchase Agreement shall remain in full force and effect without waiver, amendment or modification. This Waiver shall be effective only in this specific instance and for the specific purpose for which it is given, and the waivers and consent set forth herein shall not entitle Buyer Group to any other or further waiver or consent in any similar or other circumstances. The waiver and consent set forth above shall be limited precisely as written and shall not be deemed to (i) be a waiver or modification of any other term or condition of the Purchase Agreement or any other transaction document contemplated thereby, or (ii) prejudice any right or remedy that Seller may now have or may have in the future (except to the extent such right or remedy is based upon the waiver set forth herein) under or in connection with the Purchase Agreement or the other transaction documents contemplated thereby. |
| F. | This Waiver shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction). |
| G. | This Waiver may be executed in several counterparts, and all so executed shall constitute one and the same agreement, binding on all of the Parties. The Parties agree that this Waiver may be transmitted between them via PDF, e-mail or DocuSign (or similar electronic means) and that signatures transmitted as such shall be original signatures and the agreement containing such signatures (original or otherwise) of all the Parties is binding upon the Parties. |
[signature page follows]
IN WITNESS WHEREOF, the Parties hereto have executed this Waiver as of the Effective
Date.
| PARROT DRONES S.A.S. | ||
| By: |  |
|
| Name: | Henri Seydoux | |
| Title: | President | |
| AGEAGLE AERIAL SYSTEMS INC. | ||
| By: | ||
| Name: | Barrett Mooney | |
| Title: | Chief Executive Officer | |
| MICASENSE, INC. | ||
| By: | ||
| Name: | Barrett Mooney | |
| Title: | Chief Executive Officer | |
[Signature Page to Waiver Agreement]
IN WITNESS WHEREOF, the Parties hereto have executed this Waiver as of the Effective
Date.
| PARROT DRONES S.A.S. | ||
| By: | ||
| Name: | Henri Seydoux | |
| Title: | President | |
| AGEAGLE AERIAL SYSTEMS INC. | ||
| By: | 
|
|
| Name: | Barrett Mooney | |
| Title: | Chief Executive Officer | |
| MICASENSE, INC. | ||
| By: |
|
|
| Name: | Barrett Mooney | |
| Title: | Chief Executive Officer | |
[Signature Page to Waiver Agreement]
EXHIBIT 10.2
EXECUTION VERSION
WAIVER AGREEMENT
THIS WAIVER AGREEMENT (this “Waiver”), dated as of July 22, 2022 (the “Effective Date”), is by and between Parrot Drones S.A.S., Société par Actions Simplifiée organized under the laws of France (“Seller”), on the one hand, and AgEagle Aerial Systems Inc., a Nevada corporation (“Buyer”), on the other hand. Buyer and Seller may be collectively referenced as “Parties” and individually referenced as “Party.”
RECITALS:
WHEREAS, the Parties entered into a Stock Purchase Agreement, dated as of October 18, 2021 (as amended, the “Purchase Agreement”) and a Registration Rights Agreement, dated as of October 19, 2021 (as amended, the “Registration Rights Agreement”).
WHEREAS, pursuant to Section 2.07(d) of the Purchase Agreement and subject to the terms and conditions therein, Buyer shall pay to Seller (i) 50% of the Holdback Amount on December 31, 2022, and (ii) 50% of the Holdback Amount on December 31, 2023, in each case in cash of immediately available funds in accordance with the payment instructions contained in the Final Closing Date Payment Schedule or as otherwise instructed by Seller no less than three (3) Business Days prior to each such payment date (collectively, the “Remaining Holdback Amount Payment”).
WHEREAS, pursuant to (i) Section 9.09 of the Purchase Agreement, no waiver by any party thereto of any provisions thereof shall be effective unless explicitly set forth in writing and signed by the party so waiving and (ii) Section 6.10 of the Registration Rights Agreement, any party thereto may waive any right, breach or default which such party has the right to waive, provided that such waiver will not be effective against the waiving party unless it is in writing, is signed by such party, and specifically refers to the Registration Rights Agreement.
WHEREAS, (i) Seller has agreed to waive Buyer’s obligation to pay to Seller a portion of the Remaining Holdback Amount Payment as set forth in the Purchase Agreement, and (ii) Buyer has agreed to waive Seller’s obligation to reimburse Buyer for a portion of the legal costs and expenses incurred by Buyer in connection with the registration of the Registration Statement as set forth in the Registration Rights Agreement, in each case subject to the terms and conditions set forth herein.
NOW, THEREFORE, for and in consideration of the foregoing and the mutual covenants and agreements contained in this Waiver, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, subject to the terms and conditions of this Waiver, the Parties agree as follows:
AGREEMENTS:
| A. | Capitalized terms used and not defined herein shall have the respective meanings ascribed to them in the Purchase Agreement and the Registration Rights Agreement, as applicable. |
| B. | The Parties acknowledge and agree that as of the Effective Date, (i) the Remaining Holdback Amount Payment outstanding and payable by Buyer to Seller pursuant to the Purchase Agreement is $4,565,000 and (ii) the amount outstanding and payable by Seller for reimbursement of Buyer’s legal costs and expenses in connection with the registration of the Registration Statement subject to and in accordance with Section 3.3 of the Registration Rights Agreement is $50,000 (in the case of clause (ii) of this paragraph B, the “Remaining Registration Expenses Amount”). |
| C. | Upon Seller’s receipt from Buyer of the Final Purchase Price Payment (defined below) in accordance with this paragraph C, Seller hereby waives Buyer’s obligation to pay 50% of the Remaining Holdback Amount Payment (the “Waived Remaining Holdback Amount”). In consideration of such waiver, Buyer hereby waives Seller’s obligation to pay 50% of the Remaining Registration Expenses Amount (the “Waived Remaining Registration Expenses Amount”) and agrees to pay to Seller no later than July 29, 2022, 50% of the Remaining Holdback Amount Payment, less 50% of the Remaining Registration Expenses Amount (i.e., $2, 257,500) (the “Final Purchase Price Payment”) in cash of immediately available funds in accordance with the payment instructions contained in the Final Closing Date Payment Schedule or as otherwise instructed by Seller prior to the Effective Date. The Parties acknowledge and agree that effective upon Seller’s receipt of the Final Purchase Price Payment subject to and in accordance with the terms set forth above, (i) Buyer’s obligations to pay to Seller the Holdback Amount under the Purchase Agreement shall be satisfied in full and Buyer shall be released from any further liability with respect to payment of the Waived Remaining Holdback Amount and (ii) Seller’s obligations to pay to Buyer the Remaining Registration Expenses Amount under the Registration Rights Agreement shall be satisfied in full and Seller shall be released from any further liability with respect to payment of the Waived Remaining Registration Expenses Amount. |
| D. | All payments made under this Waiver shall be treated by the Parties as an adjustment to the Purchase Price for Tax purposes, as applicable, unless otherwise required by Law. |
| E. | Each of the terms and provisions of this Waiver is deemed incorporated by this reference into the Purchase Agreement and the Registration Rights Agreement, as applicable. When a conflict exists between this Waiver and the Purchase Agreement or between this Waiver and the Registration Rights Agreement, this Waiver will control. Unless expressly waived, amended or modified by this Waiver, all other provisions in the Purchase Agreement and the Registration Rights Agreement shall remain in full force and effect without waiver, amendment or modification. This Waiver shall be effective only in this specific instance and for the specific purpose for which it is given, and the waivers and consent set forth herein shall not entitle Buyer or Seller, as applicable, to any other or further waiver or consent in any similar or other circumstances. The waiver and consent set forth above shall be limited precisely as written and shall not be deemed to (i) be a waiver or modification of any other term or condition of the Purchase Agreement or the Registration Rights Agreement or any other transaction document contemplated thereby, or (ii) prejudice any right or remedy that Seller or Buyer, as applicable, may now have or may have in the future (except to the extent such right or remedy is based upon the waiver set forth herein) under or in connection with the Purchase Agreement or the Registration Rights Agreement or the other transaction documents contemplated thereby. |
| F. | This Waiver shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction). |
| G. | This Waiver may be executed in several counterparts, and all so executed shall constitute one and the same agreement, binding on all of the Parties. The Parties agree that this Waiver may be transmitted between them via PDF, e-mail or DocuSign (or similar electronic means) and that signatures transmitted as such shall be original signatures and the agreement containing such signatures (original or otherwise) of all the Parties is binding upon the Parties. |
[signature page follows]
IN WITNESS WHEREOF, the Parties hereto have executed this Waiver as of the Effective
Date.
| PARROT DRONES S.A.S. | ||
| By: | |
|
| Name: | Henri Seydoux | |
| Title: | President | |
| AGEAGLE AERIAL SYSTEMS INC. | ||
| By: | ||
| Name: | Barrett Mooney | |
| Title: | Chief Executive Officer | |
[Signature Page to Waiver Agreement]
IN WITNESS WHEREOF, the Parties hereto have executed this Waiver as of the Effective
Date.
| PARROT DRONES S.A.S. | ||
| By: | ||
| Name: | Henri Seydoux | |
| Title: | President | |
| AGEAGLE AERIAL SYSTEMS INC. | ||
| By: |
|
|
| Name: | Barrett Mooney | |
| Title: | Chief Executive Officer | |
[Signature Page to Waiver Agreement]
EXHIBIT 10.3
EXECUTION VERSION
WAIVER AGREEMENT
THIS WAIVER AGREEMENT (this “Waiver”), dated as of July 22, 2022 (the “Effective Date”), is by and among Parrot, Inc., a New York corporation (“Seller”), on the one hand, and AgEagle Aerial Systems Inc., a Nevada corporation (“Parent”), “) and AgEagle Aerial Inc., a Nevada corporation and wholly-owned subsidiary of Parent (“Buyer” and together with Parent, “Buyer Group”), on the other hand. Parent, Buyer and Seller may be collectively referenced as “Parties” and individually referenced as “Party.”
RECITALS:
WHEREAS, the Parties entered into a Stock Purchase Agreement, dated as of October 18, 2021 (as amended, the “Purchase Agreement”).
WHEREAS, pursuant to Section 2.07(b) of the Purchase Agreement and subject to the terms and conditions therein, Buyer Group shall pay to Seller (i) 50% of the Holdback Amount on December 31, 2022, and (ii) 50% of the Holdback Amount on December 31, 2023, in each case in cash of immediately available funds in accordance with the payment instructions contained in the Final Closing Date Payment Schedule or as otherwise instructed by Seller no less than three (3) Business Days prior to each such payment date (collectively, the “Remaining Holdback Amount Payment”).
WHEREAS, pursuant to Section 9.09 of the Purchase Agreement, no waiver by any party thereto of any provisions thereof shall be effective unless explicitly set forth in writing and signed by the party so waiving.
WHEREAS, Seller has agreed to waive Buyer Group’s obligation to pay to Seller a portion of the Remaining Holdback Amount Payment as set forth in the Purchase Agreement, subject to the terms and conditions set forth herein.
NOW, THEREFORE, for and in consideration of the foregoing and the mutual covenants and agreements contained in this Waiver, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, subject to the terms and conditions of this Waiver, the Parties agree as follows:
AGREEMENTS:
| A. | Capitalized terms used and not defined herein shall have the respective meanings ascribed to them in the Purchase Agreement. |
| B. | The Parties acknowledge and agree that as of the Effective Date, the Remaining Holdback Amount Payment outstanding and payable by Buyer Group to Seller pursuant to the Purchase Agreement is $435,000. |
| C. | Upon Seller’s receipt from Buyer Group of the Final Purchase Price Payment (defined below) in accordance with this paragraph C, Seller hereby waives Buyer Group’s obligation to pay 50% of the Remaining Holdback Amount Payment (the “Waived Remaining Holdback Amount”). In consideration of such waiver, Buyer Group hereby agrees to pay to Seller no later than July 29, 2022, 50% of the Remaining Holdback Amount Payment (i.e., $217,500) (the “Final Purchase Price Payment”) in cash of immediately available funds in accordance with the payment instructions contained in the Final Closing Date Payment Schedule or as otherwise instructed by Seller prior to the Effective Date. The Parties acknowledge and agree that effective upon Seller’s receipt of the Final Purchase Price Payment subject to and in accordance with the terms set forth above, Buyer Group’s obligations to pay to Seller the Holdback Amount under the Purchase Agreement shall be satisfied in full and Buyer Group shall be released from any further liability with respect to payment of the Waived Remaining Holdback Amount. |
| D. | All payments made under this Waiver shall be treated by the Parties as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by Law. |
| E. | Each of the terms and provisions of this Waiver is deemed incorporated by this reference into the Purchase Agreement. When a conflict exists between this Waiver and the Purchase Agreement, this Waiver will control. Unless expressly waived, amended or modified by this Waiver, all other provisions in the Purchase Agreement shall remain in full force and effect without waiver, amendment or modification. This Waiver shall be effective only in this specific instance and for the specific purpose for which it is given, and the waivers and consent set forth herein shall not entitle Buyer Group to any other or further waiver or consent in any similar or other circumstances. The waiver and consent set forth above shall be limited precisely as written and shall not be deemed to (i) be a waiver or modification of any other term or condition of the Purchase Agreement or any other transaction document contemplated thereby, or (ii) prejudice any right or remedy that Seller may now have or may have in the future (except to the extent such right or remedy is based upon the waiver set forth herein) under or in connection with the Purchase Agreement or the other transaction documents contemplated thereby. |
| F. | This Waiver shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction). |
| G. | This Waiver may be executed in several counterparts, and all so executed shall constitute one and the same agreement, binding on all of the Parties. The Parties agree that this Waiver may be transmitted between them via PDF, e-mail or DocuSign (or similar electronic means) and that signatures transmitted as such shall be original signatures and the agreement containing such signatures (original or otherwise) of all the Parties is binding upon the Parties. |
[signature page follows]
IN WITNESS WHEREOF, the Parties hereto have executed this Waiver as of the Effective
Date.
| PARROT, INC. | ||
| By: | |
|
| Name: | Henri Seydoux | |
| Title: | Chief Executive Officer | |
| AGEAGLE AERIAL SYSTEMS INC. | ||
| By: | ||
| Name: | Barrett Mooney | |
| Title: | Chief Executive Officer | |
| AGEAGLE AERIAL INC. | ||
| By: | ||
| Name: | Barrett Mooney | |
| Title: | Chief Executive Officer | |
[Signature Page to Waiver Agreement]
IN WITNESS WHEREOF, the Parties hereto have executed this Waiver as of the Effective
Date.
| PARROT, INC. | ||
| By: | ||
| Name: | Henri Seydoux | |
| Title: | Chief Executive Officer | |
| AGEAGLE AERIAL SYSTEMS INC. | ||
| By: |
|
|
| Name: | Barrett Mooney | |
| Title: | Chief Executive Officer | |
| AGEAGLE AERIAL INC. | ||
| By: |
|
|
| Name: | Barrett Mooney | |
| Title: | Chief Executive Officer | |
[Signature Page to Waiver Agreement]
Exhibit 99.1
AgEagle Satisfies in Full All Payment Obligations for
2021 Acquisitions of MicaSense and senseFly at a 50% Discount
WICHITA, Kan. – (GLOBE NEWSWIRE) – August 2, 2022 — AgEagle Aerial Systems Inc. (NYSE American: UAVS) (“AgEagle” or the “Company”), an industry-leading provider of full-stack drone, sensor and software solutions for commercial and government/defense use, today announced that pursuant to certain waiver agreements dated as of July 22, 2022, the Company has made final holdback payments in full satisfaction of its payment obligations for the 2021 acquisitions of MicaSense, senseFly, SA and senseFly, Inc. in an effort to strengthen its balance sheet and properly position the Company for strategic growth opportunities.
Commenting on the debt negotiation, Barrett Mooney, Chairman and CEO said, “Thanks to our institutional shareholders who have continued to support our capital raising efforts, and in light of the tightening capital markets, we are very pleased to announce that AgEagle was able to settle more than $7.35 million of debt at a significant and beneficial discount.”
On July 22, 2022, AgEagle entered into waiver agreements pursuant to which the Company was released from 50% of its payment obligations relating to holdback amounts in connection with the acquisitions of MicaSense and senseFly. Upon making cash payments totaling $3,650,601 on July 29, 2022, AgEagle fully satisfied its payment obligations.
Nicole Fernandez-McGovern, Chief Financial Officer and Executive Vice President of Operations at AgEagle, stated, “We are very pleased to have satisfied all contractual payment obligations in consideration of our acquisitions of MicaSense and senseFly at highly favorable, cash-preserving terms for our Company. We will continue to seek creative and meaningful strategies to further strengthen our balance sheet and create value for our shareholders in the future.”
For additional details regarding the debt settlement, please refer to the Form 8-K to be filed with the U.S. Securities & Exchange Commission later today and accessible at www.sec.gov.
About AgEagle Aerial Systems Inc.
AgEagle and its wholly-owned subsidiaries are actively engaged in designing and delivering best-in-class drones, sensors and software that solve important problems for our customers. Founded in 2010, AgEagle was originally formed to pioneer proprietary, professional-grade, fixed-winged drones and aerial imagery-based data collection and analytics solutions for the agriculture industry. Today, AgEagle is a leading provider of full stack drone solutions for customers worldwide in the energy, construction, agriculture, and government verticals. For additional information, please visit our websites at www.ageagle.com.
Forward-Looking Statements
This press release may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such statements involve risks and uncertainties that could negatively affect our business, operating results, financial condition, and stock price. Factors that could cause actual results to differ materially from management’s current expectations include those risks and uncertainties relating to our competitive position, the industry environment, potential growth opportunities, and the effects of regulation and events outside of our control, such as natural disasters, wars, or health epidemics. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations or any changes in events, conditions, or circumstances on which any such statement is based, except as required by law.
AgEagle Aerial Systems Contacts:
Investor Relations: Media Inquiries:
Gateway Group, Inc. media@ageagle.com
Matt Glover or Cody Cree
Phone: 949-574-3860
Email: UAVS@gatewayIR.com