Material Agreement Form 8 K

On October 4, 2024, SKYX Platforms Corp. (the "Company") sold an aggregate of 440,000 shares of two series of newly-authorized preferred stock, resulting in total gross proceeds to the Company of $11.0 million which preferred stock may be converted into shares of the Company's common stock at $2.00 per share and bears an 8% annual dividend. The Company intends to use the proceeds for working capital and other general corporate purposes.

Series A Preferred Stock

On October 4, 2024, the Company entered into a Securities Purchase Agreement (the "Series A Purchase Agreement") with an accredited investor, pursuant to which such investor purchased an aggregate of 200,000 shares of the Company's newly-authorized Series A Preferred Stock, no par value per share (the "Series A Preferred Stock"), at a purchase price of $25.00 per share. The Series A Purchase Agreement contains customary representations, warranties, agreements and indemnification rights and obligations of the parties and provides the purchaser with certain registration rights.

The Certificate of Designation of Rights, Preferences and Privileges of Series A Preferred Stock (the "Series A Certificate of Designation") provides for cumulative cash dividends at an annual rate of 8% of the original issue price of $25.00 per share of Series A Preferred Stock, payable quarterly in arrears. In the event the full cumulative dividends are not paid on a dividend payment date, dividends will accrue on the sum of the original issue price, plus the amount of unpaid dividends, at an annual rate of 12%, until such date as the Company has paid all previously accrued but unpaid dividends. In addition, holders of Series A Preferred Stock are also entitled to participate in and receive any dividends declared or paid on the Company's common stock on an as-converted basis.

Each holder of Series A Preferred Stock has the right, at such holder's option, to convert such holder's shares of Series A Preferred Stock into shares of common stock at an initial conversion price per share of $2.00, subject to price protection up to a maximum of 40% in the event the Company issues common stock below $2.00 per share. In addition, for two years following the closing date of the Series A Purchase Agreement, the Series A Preferred Stock is subject to mandatory conversion by the Company upon the occurrence of specified events. In no event will the aggregate number of shares of common stock that may be issued upon the conversion of the Series A Preferred Stock exceed 19.99% of the common stock outstanding on the date of the Series A Purchase Agreement prior to closing, unless the Company obtains stockholder approval.

The Company may redeem all or any of the Series A Preferred Stock for cash at any time beginning five years after the closing date of the Series A Purchase Agreement at a redemption price per share equal to $25.00, plus all accrued and unpaid dividends on the Series A Preferred Stock being redeemed (the "Series A Redemption Price"). Upon a "Fundamental Change" (involving a change of control, as further described in the Series A Certificate of Designation), each holder may require the Company to redeem the holder's Series A Preferred Stock at the Series A Redemption Price.

In the event of any liquidation, dissolution or winding up of the Company, the holders of Series A Preferred Stock shall be entitled to receive an amount equal to $25.00 per share, plus accrued and unpaid dividends.

With respect to the payment of dividends and rights upon the voluntary or involuntary liquidation, dissolution or winding up of the Company, the Series A Preferred Stock ranks senior to the Company's common stock and any other class or series of capital stock of the Company created after the Series A Preferred Stock, the terms of which do not expressly provide that such class or series ranks on a parity basis with or senior to the Series A Preferred Stock, and on parity with any class or series of capital stock of the Company expressly designated as ranking on parity with the Series A Preferred Stock. The Series A Preferred Stock has no stated maturity, is not subject to any sinking fund and will remain outstanding indefinitely unless converted into common stock or redeemed by the Company, in which case such shares of Series A Preferred Stock may not be reissued and will automatically be retired and cancelled and resume the status of authorized but unissued shares of preferred stock.