AgEagle Aerial Systems Inc

The Company is soliciting proxies on behalf of the Board of Directors (the “Board”) in connection with the Special Meeting of the shareholders (the “Special Meeting”) of AgEagle Aerial Systems Inc., a Nevada corporation (the “Company”), which will be held as a virtual meeting on December 20, 2024, at 11:00 a.m., Eastern Time, at https://web.viewproxy.com/uavs/2024, for the following purposes:

(1) To authorize the Board, at the discretion of the Board, to file an amendment to the Company’s Articles of Incorporation, as amended to date, to increase the number of authorized shares of our common stock, par value $0.001 per share (the “Common Stock”) from 5,000,000 to 200,000,000 (the “Amendment Proposal”);

(2) To approve the issuance of shares of our Common Stock representing more than 20% of our Common Stock outstanding upon the conversion of the Convertible Note issued to Alpha Capital Anstalt (“Alpha”) on February 8, 2024 and due on December 31, 2024, which is initially convertible into up to 2,608,128 shares of Common Stock (“Convertible Note”), which amount would be in excess of 19.99% of the issued and outstanding shares of the Company’s Common Stock, in accordance with NYSE American Rule 713(a)(ii) (the “Stock Issuance Proposal”); and

(3) To consider and vote upon a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the Amendment Proposal and/or the Stock Issuance Proposal (the “Adjournment Proposal”).

We will also consider any other business that properly comes before the Special Meeting.

The Special Meeting will be held in virtual meeting format only, and you will not be able to attend the Special Meeting physically.

The Board has set November 8, 2024 as the record date (the “Record Date”) to determine those holders of the Common Stock who are entitled to notice of, and to vote at, the Special Meeting. A list of the shareholders entitled to vote at the meeting may be examined at the Company’s office at 8201 E. 34th Street North, Wichita, Kansas 67226 during the 10-day period preceding the Special Meeting.

It is anticipated that on or about November 19, 2024, the Company shall commence mailing to all shareholders of record, as of the Record Date, a Notice of Availability of Proxy Materials (the “Notice”). Please carefully review the Notice for information on how to access the Notice of Special Meeting and access the Proxy Statement at https://web.viewproxy.com/uavs/2024 using your Virtual Control Number that was included in the Notice you received in the mail, in addition to instructions on how you may request to receive a paper or e-mail copy of these documents. There is no charge to you for requesting a paper copy of these documents. Please choose one of the following methods to make your request:

● By Internet: www.FCRvote.com/UAVS