Attachment A Insider Trading Policy Ag Eagle

User Manual: Insider-Trading-Policy-AgEagle

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AGEAGLE AERIAL SYSTEMS, INC.
INSIDER TRADING POLICY
and Guidelines with Respect to
Certain Transactions in Company Securities
In order to take an active role in the prevention of insider trading violations by its
directors, officers and other employees, as well as by other related individuals, AgEagle Aerial
Systems, Inc. (the “Company”) has adopted the policies and procedures described in this
Memorandum.
Applicability of Policy
This Policy applies to all transactions in the Company’s securities, including ordinary
shares, options for ordinary shares and any other securities the Company may issue from time to
time, such as preferred shares, warrants and convertible debentures, as well as to derivative
securities relating to the Company’s shares, whether or not issued by the Company, such as
exchange-traded options. It applies to all directors, officers and all other employees of, or
consultants or contractors to, the Company, as well as family members of such persons, and
others, in each case where such persons have or may have access to Material Nonpublic
Information (as defined below). This group of people, and members of their immediate families,
and members of their households, who are sometimes referred to as “Designated Insiders,” are
collectively referred to in this Policy as “Insiders.” This Policy also applies to any person who
receives Material Nonpublic Information from any Insider.
Any person who possesses Material Nonpublic Information regarding the Company is an
Insider for so long as the information is not publicly known. Any employee can be an Insider
from time to time, and would be subject to this Policy.
Compliance Officer
The Company has appointed [name and title], as the Company’s Insider Trading
Compliance Officer. Please contact [him][her] (or anyone that she has designated to field
questions) with questions as to any of the matters discussed in this Policy.
Statement of Policy
General Policy
It is the policy of the Company to oppose the unauthorized disclosure of any nonpublic
information acquired in the workplace and the misuse of Material Nonpublic Information in
securities trading.
Specific Policies
1.
Trading on Material Nonpublic Information. No director, officer or other
employee of, or consultant or contractor to, the Company, and no member of the

immediate family or household of any such person, shall engage in any transaction
involving a purchase or sale of the Company’s securities, including any offer to purchase
or offer to sell, during any period commencing with the date that he or she possesses
Material Nonpublic Information concerning the Company, and ending at the open of
business on the second full Trading Day following the date of public disclosure of that
information, or at such time as such nonpublic information is no longer material. As used
herein, the term “Trading Day” shall mean a day on which the New York Stock
Exchange is open for trading. A Trading Day begins at the time trading begins on such
day. This restriction on trading does not apply to transactions made under a trading plan
that has been adopted pursuant to Rule 10b5-1(c) promulgated under the Securities
Exchange Act of 1934, as amended, and that has been approved in writing by the
Company (an “approved Rule 10b5-1 trading plan”).
2.
Tipping. No Insider shall disclose (“tip”) Material Nonpublic Information to any
other person (including family members) where such information may be used by such
person to his or her profit by trading in the securities of companies to which such
information relates, nor shall such Insider or related person make recommendations or
express opinions on the basis of Material Nonpublic Information as to trading in the
Company’s securities.
3.
Confidentiality of Nonpublic Information. Nonpublic information relating to
the Company is the property of the Company and the unauthorized disclosure of such
information is forbidden. In the event any director, officer or other employee receives any
inquiry from outside the Company, such as from a stock analyst, for information
(particularly financial results and/or projections) that may be Material Nonpublic
Information, the inquiry should be referred to the Company’s Compliance Officer, who is
responsible for coordinating and overseeing the release of such information to the
investing public, analysts and others in compliance with applicable laws and regulations.
4.
Blackout Period. All Section 16 Persons and Designated Insiders (contact the
Compliance Officer if you are unsure whether you fall into either of these categories)
must refrain from engaging in transactions involving a purchase or sale of the Company’s
securities, including any offer to purchase or offer to sell, during the period in any fiscal
quarter commencing two weeks prior to the end of the fiscal quarter and ending at the
open of market on the second full Trading Day following the date of public disclosure of
the financial results for the prior fiscal quarter or year. This is a particularly sensitive
period of time for transactions in the Company’s shares from the perspective of
compliance with applicable securities laws. This sensitivity is due to the fact that
directors, officers and certain other employees will, during that period, often possess
Material Nonpublic Information about the expected financial results for the quarter. All
Section 16 Persons and Designated Insiders of the Company are prohibited from trading
during the Blackout Period. The prohibition against trading during the Blackout Period
encompasses the fulfillment of “limit orders” by any broker for a Section 16 Person or
Designated Insider, and the brokers with whom any such limit order is placed must be so
instructed at the time it is placed.

5.
Trading Window. The “Trading Window” is that period of a fiscal quarter
during which the Section 16 Persons and Designated Insiders of the Company are not
precluded (assuming they do not possess Material Nonpublic Information) from trading
in the Company’s securities as described in Paragraph 2 below.
The safest period for trading in the Company’s securities, assuming the absence
of Material Nonpublic Information, is generally the first 20 days of the Trading Window.
However, even during the Trading Window any person possessing Material Nonpublic
Information concerning the Company should not engage in any transactions in the
Company’s securities until such information has been known publicly for at least one full
Trading Day. This trading restriction does not apply to transactions made under an
approved Rule 10b5-1 trading plan. Each person is individually responsible at all times
for compliance with the prohibitions against insider trading.
6.
Pre-clearance of Trades. The Company has determined that all Section 16
Persons and Designated Insiders of the Company should refrain from trading in the
Company’s securities, even during the Trading Window, without first complying with the
Company’s “pre-clearance” process. Each Section 16 Person and Designated Insider
should contact the Company’s Insider Trading Compliance Officer prior to commencing
any trade in the Company’s securities. The Company may also find it necessary, from
time to time, to require compliance with the pre-clearance process from certain other
employees who have access to Material Nonpublic Information. A Section 16 Person or
Designated Insider wishing to trade pursuant to an approved Rule 10b5-1 trading plan
need not seek pre-clearance from the Company’s Insider Trading Compliance Officer
before each such trade takes place; however, such person must obtain Company approval
of the proposed Rule 10b5-1 trading plan before adopting it.
7.
Prohibition Against Margining of Company Securities. No Section 16 Person
of the Company shall margin, or make any offer to margin, any of the Company’s
securities as collateral to purchase the Company’s securities or the securities of any other
issuer at any time. Notwithstanding the previous sentence, this paragraph is not meant to,
and shall not be construed so as to, affect the ability of any Section 16 Person of the
Company, from using his or her Company’s securities as collateral to securitize a bona
fide loan.
8.
Prohibition Against Short Sales. No Section 16 Person or other employee of the
Company shall, directly or indirectly, sell any equity security of the Company if the
person selling the security or his principal (1) does not own the security sold, or (2) if
owning the security, does not deliver it against such sale (a “short sale against the box”)
within 20 days thereafter, or does not within five days after such sale deposit it in the
mails or other usual channels of transportation. Generally, a short sale, as defined in this
Policy, means any transaction whereby one may benefit from a decline in the Company’s
share price. While employees who are not executive officers or directors are not
prohibited by law from engaging in short sales of the Company’s securities, the Company
believes it is inappropriate for employees to engage in such transactions.

9.
Prohibition Against Trading in Derivative Securities. No Section 16 Person or
other employee of the Company shall purchase or sell, or make any offer to purchase or
offer to sell, derivative securities relating to the Company’s securities, whether or not
issued by the Company, such as exchange traded options to purchase or sell the
Company’s securities (so called “puts” and “calls”). This paragraph is not meant to, and
shall not be construed as to, affect the ability of the Company to grant options to officers,
directors and employees under employee benefit plans or agreements adopted by the
Board of Directors or the ability of officers, directors and employees to exercise such
options and sell the underlying shares, provided that any such sale is otherwise in
accordance with this Policy.
10.
Prohibition Against Internet Disclosure. It is inappropriate for any
unauthorized person to disclose Company information on the Internet and more
specifically in forums (chat rooms) where companies and their prospects are discussed.
Examples of such forums include but are not limited to Yahoo! Finance, Silicon Investor
and Motley Fool. The posts in these forums are typically made by unsophisticated
investors who are sometimes poorly informed, and generally are carelessly stated or, in
some cases, malicious or manipulative and intended to benefit their own stock positions.
Accordingly, no director, officer, employee, consultant or contractor or other party
related to the Company may discuss the Company or Company-related information in
such a forum regardless of the situation. Despite any inaccuracies that may exist (and
often there are many), posts in these forums can result in the disclosure of material nonpublic information and may bring significant legal and financial risk to the Company and
are therefore prohibited, without exception. Any post that is made by any person with
access to Material Nonpublic Information, or information supplied by any such person
for someone else to post, will be treated as a violation of this Policy.
Potential Criminal and Civil Liability and/or Disciplinary Action
1.
Liability for Insider Trading. Pursuant to federal and state securities laws,
Insiders may be subject to criminal and civil fines and penalties as well as imprisonment
for engaging in transactions in the Company’s securities at a time when they have
knowledge of Material Nonpublic Information regarding the Company.
2.
Liability for Tipping. Insiders may also be liable for improper transactions by
any person (commonly referred to as a “tippee”) to whom they have disclosed Material
Nonpublic Information regarding the Company or to whom they have made
recommendations or expressed opinions on the basis of such information as to trading in
the Company’s securities. The Securities and Exchange Commission (the “SEC”) has
imposed large penalties even when the disclosing person did not profit from the trading.
The SEC, the stock exchanges and the Financial Industry Regulatory Authority, Inc. use
sophisticated electronic surveillance techniques to uncover insider trading.
3.
Possible Disciplinary Actions. Employees of the Company who violate this
Policy shall also be subject to disciplinary action by the Company, which may include
ineligibility for future participation in the Company’s equity incentive plans or
termination of employment.

4.
Individual Responsibility. Every person subject to this Policy has the individual
responsibility to comply with this Policy against insider trading, and appropriate
judgment should be exercised in connection with any trade in the Company’s securities.
An Insider may, from time to time, have to forego a proposed transaction in the
Company’s securities even if he or she planned to make the transaction before learning of
Material Nonpublic Information and even though the Insider believes he or she may
suffer an economic loss or forego anticipated profit by waiting.
Applicability of Policy to Inside Information Regarding Other Companies
This Policy and the restrictions and guidelines described herein also apply to Material
Nonpublic Information relating to other companies, including the Company’s customers, vendors
or suppliers (“business partners”), when that information is obtained in the course of
employment with, or other services performed for, the Company. Civil and criminal penalties,
and termination of employment, may result from trading on inside information regarding the
Company’s business partners. All directors, officers and other employees should treat Material
Nonpublic Information about the Company’s business partners with the same care required for
information related directly to the Company.
Definition of Material Nonpublic Information
It is not possible to define all categories of material information. However, information
should be regarded as material if there is a reasonable likelihood that it would be considered
important to an investor in making an investment decision regarding the purchase or sale of the
Company’s securities. In this regard, there are various categories of information that are
particularly sensitive and, as a general rule, should always be considered material. Examples of
such information include:
Financial Related Events







Financial results
Projections of future earnings or losses
Stock splits
New equity or debt offerings
Impending bankruptcy or financial liquidity problems
Creation of a material direct or contingent financial obligation

Corporate Developments






Pending or proposed merger or acquisition
Disposition or acquisition of significant assets
Significant litigation exposure due to actual or threatened litigation
Major changes in senior management
Material agreement not in the ordinary course of business (or termination
thereof)

Nonpublic information is information that has not been previously disclosed to the
general public and is otherwise not available to the general public. Either positive or negative
information may be material.
Certain Exceptions
For purposes of this Policy, the Company considers that the exercise of share options for
cash under the Company’s option plans or the purchase of shares under the Company’s employee
share purchase plan (but not the sale of any such shares), if any, is exempt from this Policy, since
the other party to the transaction is the Company itself and the price does not vary with the
market but is fixed by the terms of the option agreement or the plan.
Additional Information - Directors and Officers
Directors and officers of the Company must also comply with the reporting obligations
and limitations on short-swing transactions set forth in Section 16 of the Exchange Act. The
practical effect of these provisions is that officers and directors who purchase and sell the
Company’s securities within a six-month period must disgorge all profits to the Company
whether or not they had knowledge of any Material Nonpublic Information. Under these
provisions, and so long as certain other criteria are met, neither the receipt of an option under the
Company’s option plans, nor the exercise of that option, nor the purchase of shares under the
Company’s employee share purchase plan, if any, is deemed a purchase under Section 16(b);
however, the sale of any such shares is a sale under Section 16.
Persons subject to the reporting requirements of Section 16 must file their statements of
change in ownership on Form 4 before the end of the second business day following such change
in ownership and, within 45 days of the end of the fiscal year, file their annual statement of
beneficial ownership, if necessary. These reports will be made available on our corporate website
and are publicly accessible on the SEC’s website at www.sec.gov.
Inquiries
Please direct your questions as to any of the matters discussed in this Policy to the
Company’s Insider Trading Compliance Officer.



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Title                           : Attachment A
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