Lease Agreement, dated August 3, 2020 by and among AgEagle Aerial Systems Inc. and U.S. Business Centers, L.L.C

Exhibit 10.1

LEASE AGREEMENT

THIS LEASE, made and entered into this 3rd day of August, 2020 (herein the “Effective Date”), by and between U.S. Business Centers, L.L.C. (hereinafter called the “Landlord”) and AgEagle Aerial Systems, Inc (hereinafter called the “Tenant”).

In consideration of the obligation of Tenant to pay rent as herein provided and in consideration of the other terms, covenants and conditions hereof, Landlord hereby demises and leases to Tenant, and Tenant hereby takes from Landlord, those certain premises located within the City of Wichita, County of Sedgwick, State of Kansas and being part of that certain warehouse building located at 8833 E. 34^th Street, Wichita, KS (herein the “Building”) which premises consist of a space containing approximately 12,000 square feet and such floor space having a specific street address of 8863 E. 34^th Street, Wichita, KS (hereinafter called the “Leased Premises”). The Building and the surrounding landscaped areas, parking lots, drives and other improvements which are located on the real property are hereinafter collectively referred to as the “Center” which is more particularly described in the legal description attached hereto as Exhibit “A”.

The boundaries and location of the Leased Premises are cross-hatched on the site plan of the Building which is attached hereto as Exhibit “B” and made a part hereof.

Base Rent shall be payable in the equal monthly installments as provided above (herein “Monthly Base Rent”) and the Additional Rent (hereafter defined) in equal monthly installments, commencing on the Commencement Date and continuing on the first day of each month thereafter during remainder of the Initial Term of this Lease and any extension thereof. Tenant shall begin paying “Tenant’s Proportionate Share” (hereafter defined) of “Taxes” (hereafter defined), “Insurance” (hereafter defined) and “CAM Costs” (hereafter defined) on the Commencement Date. It is the intent of this Lease that Tenant’s rental payments shall be net to Landlord, i.e., Net-Net-Net, to Landlord other than as specifically provided in this document.

Landlord shall keep annual records of the amount of taxes assessed and insurance costs paid and shall compute Tenant’s Proportionate Share thereof. Within a reasonable time after January 1 of each year following the effective date of this Lease, Landlord shall notify Tenant of said amount of taxes and insurance costs. If the monthly payments previously made by Tenant are not sufficient to pay said taxes and insurance costs, Tenant shall pay to Landlord, within thirty (30) days after receipt of notice of said deficiency, the amount by which the actual costs of said taxes and insurance exceeds the estimated amount paid by Tenant. If the estimated amount paid by Tenant exceeds the taxes assessed and the cost of insurance, Landlord shall credit such excess to Tenant and shall reduce the estimated amount to be paid by Tenant for the ensuing year by that amount.

Landlord’s CAM Costs shall mean the costs and expense of operating, maintaining and managing the Common Area in a manner deemed by Landlord to be reasonable and appropriate and for the best interests of the Center including, without limitation, all costs and expenses, if any, of operating, maintaining or repairing the parking lot (including but not limited to sweeping, stripping and patching), snow removal, landscape mowing, replanting and replacing flowers, shrubbery and planters, watering landscape areas, stormwater charges, fire protection, security service for the Center, if any is provided, maintenance, repair and electric expenses of the Center sign (tenants are responsible for their individual panels), operating, maintaining or repairing parking lot lighting, replacing parking lot light bulbs, electric expense for parking lot lighting and other Common Area lighting and exterior building painting.

CAM Costs shall not include the following expenditures: (1) leasing commissions, attorneys’ fees and other expenses related to leasing tenant space, disputes or enforcement of any leases, and constructing improvements for the sole benefit of an individual tenant; (2) repairs, replacements and general maintenance paid by insurance proceeds to the extent for which Landlord has collected insurance benefits; (3) depreciation of the Center and other “non-cash” items; (4) principal and interest payments and points and fees on any indebtedness (including any ground or underlying leases) secured by liens against the Center, or costs of refinancing such indebtedness; (5) expenses incurred in leasing or procuring new tenants, including advertising and marketing expenses and expenses for preparation of leases, space planning or renovating space for new tenants, rent allowances, lease takeover costs, payment of moving costs and similar costs and expenses; (6) expenses for repairs or maintenance related to the Center which have been reimbursed to Landlord pursuant to warranties or service contracts; (7) costs of any work or service performed for or provided to any tenant (including Tenant) at such tenant’s costs; (8) costs of work for improvements to a vacant space which is or normally would be occupied by tenants; (9) any portion of Capital Improvements in excess of $25,000/year (so, Tenant may be billed 11.11% of Capital Improvement costs of up to $25,000/year ); (10) Landlord’s general corporate overhead and general and administrative expenses except as it relates specifically to the actual management of the Center; (11) costs incurred to contain, abate, remove or otherwise clean up the Center required as a result of the presence of hazardous materials in, about or below the Center to the extent caused by Landlord or another tenant; (12) reserves for repairs, maintenance and replacements; (13) any costs, fines or penalties incurred to comply, or for any violation or the failure to comply, with any governmental regulations and rules or any court order, decree or judgment including, without limitation, the Americans with Disabilities Act; and (14) attorneys’ fees, accounting fees and expenditures incurred in connection with disputes and claims of other tenants or occupants of the Center.

Tenant’s Proportionate Share of the cost of operation and maintenance of the Common Area shall be determined, estimated and paid and “trued up” in the same manner as Tenant’s share of taxes and insurance. The first year’s estimate of Tenant’s share of taxes, insurance and common area maintenance is $1,720.00 per month.

Tenant shall be also be responsible for the maintenance, repair and routine cleaning of the HVAC units. If during the Term of the Lease, an HVAC unit is not repairable and needs replacement then Landlord, at Landlord’s cost, shall contract for the replacement of the HVAC unit.

If any part of the Common Area should be taken as aforesaid, this Lease shall not terminate, nor shall the Base Rent and Additional Rent payable hereunder be reduced, except that either Landlord or Tenant may terminate this Lease if the area of the Common Area remaining following such taking plus any additional parking area provided by Landlord in reasonable proximity to the Center shall be less than seventy percent (70%) of the area of the Common Area immediately prior to the taking. Any election to terminate this lease in accordance with this provision shall be evidenced by written notice of termination delivered to the other party within thirty (30) days after the date physical possession is taken by the condemning authority.

All compensation awarded for any taking of the Leased Premises or common area shall be the property of Landlord, and Tenant hereby assigns its interest in any such award to Landlord; provided, however, Landlord shall have no interest in any award made to Tenant for Tenant’s moving and relocation expenses or for the loss of Tenant’s fixtures and other tangible personal property if a separate award for such items are made to Tenant. Tenant shall not be entitled to any award made for the value of the unexpired Term of this Lease.

If Tenant desires to change its use of the Leased Premises, then it may do so only with the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed. Landlord shall not be required to consent to any of the following uses: (a) any immoral or socially unacceptable activity; or (b) any high disturbance use such as an arcade, game parlor or pool hall. The foregoing list is not all inclusive and Landlord may refuse to consent to other uses if, in Landlord’s reasonable judgment, such use would be detrimental to the Center. It is agreed that Tenant will not use or cause to be used the Leased Premises for the purpose of conducting any auction, liquidation sales, or other similar public sales. It is agreed that Tenant shall not use the outside of the premises for temporary or permanent storage.

Tenant is leasing the Leased Premises in its “as is” condition except for the improvements to be constructed by Landlord listed in Section 32 of this lease.

As used herein, “Affiliate” shall mean a corporation, partnership, or other business entity, which, directly or indirectly, controls, is controlled by, or is under common control with, another corporation, partnership, or other business entity. If more than 50% of the voting stock of a corporation shall be owned by another corporation or by a partnership or other business entity, the corporation whose stock is so owned shall be deemed to be controlled by the corporation, partnership, or business entity owning such stock.

Regardless of Landlord’s consent to an assignment or a Permitted Transfer to an Affiliate of Tenant (but not with respect to a Permitted Transfer under (b) or (c) above), no subletting or assignment shall release Tenant of Tenant’s obligations hereunder or alter the primary liability of Tenant to pay the Rent and to perform all other obligations to be performed by Tenant hereunder. The acceptance of Rent by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision hereof. Consent to one assignment or subletting shall not be deemed consent to any subsequent assignment or subletting. In the event of default by any assignee of Tenant or any successor of Tenant in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such assignee or successor.

In the event of termination of this Lease or repossession of the Leased Premises after a Tenant Default, Landlord agrees to use commercially reasonable efforts to relet the Leased Premises or otherwise mitigate its damages; provided, however that Landlord shall not be required to give any preference to the showing or leasing of the Leased Premises over any other space that Landlord (or any Affiliate) may be leasing or have available and may place a suitable prospective tenant in any such available space regardless of when such alternative space becomes available.

or at such other place as either party may hereinafter from time to time designate in writing.

In order to exercise the Extension Option, Tenant must give Landlord written notice of such exercise at least six (6) months prior to the expiration of the then expiring Term. The Extension Period shall commence immediately upon expiration of the immediately preceding term of this Lease and terminate three (3) years thereafter. Tenant shall not have the right to exercise any Extension Option during any period of time that Tenant is in default beyond any applicable notice and cure period.

Thereafter, any required maintenance and repair costs shall be subject to the operating expense and repair language outlined in this Lease.

IN WITNESS WHEREOF, the parties hereto have executed this lease the day and year first above written.

Exhibit “A”

Lot 1, Block 3, Mediterranean Plaza, an Addition to Wichita, Sedgwick County, Kansas.

Exhibit “B”

Site Plan of Building

Exhibit “C”

Tenant’s Approved Signage

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