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Notes Receivable
9 Months Ended
Sep. 30, 2021
Notes Receivable  
Notes Receivable

Note 4 – Notes Receivable

 

On October 14, 2020, the Company executed a Convertible Promissory Note pursuant to which the Company has made a loan to Valqari, LLC (“Valqari”), in the principal aggregate amount of $500,000 (the “Note”), which amount accrues interest at a rate of three percent per annum.

 

The loan matured on April 15, 2021 (the “Maturity Date”), at which time all outstanding principal and interest that has accrued, but remains, unpaid was due. The Note provides for an automatic six month extension of the Maturity Date under the following circumstances (i) Valqari has received in writing, (x) a good faith acquisition offer at a consideration value greater than $15,000,000, (y) such offer, upon consummation, would result in a change in control (as defined in the note) of Valqari, and (z) at such time Valqari, is actively engaged in the negotiation or finalization of such acquisition transaction; or (ii) Valqari has initiated, or is in the process of initiating, a conversion to a “C-Corporation” under the Internal Revenue Code, whereas such conversion will be completed no later than one day prior to the extended Maturity Date. Valqari may not prepay the Note prior to the Maturity Date. On April 15, 2021, the Note was extended for an additional six months as outlined per the agreement until October 14, 2021.

 

 In the event of a change in control or conversion of Valqari to a “C-Corporation” under the Internal Revenue Code on or before the Maturity Date, the Company may convert the outstanding principal amount of the Note and any unpaid accrued interest into (i) Class B Common Units of Valqari: immediately prior to the closing of a Change in Control or (ii) upon Valqari’s conversion to a C-corporation, shares of Valqari Common stock, in both cases at a conversion price no higher than a pre-money valuation of $15,000,000.

 

The Note is subject to customary representations and warranties by Valqari, as well as events of default, which may lead to acceleration of the payment of the Note such as (i) failure to pay all of the outstanding principal, plus accrued interest on the Maturity Date, (ii) Valqari filing a petition or action under any bankruptcy, or other law, or (iii) an involuntary petition is filed again Valqari under any bankruptcy statute (that is not dismissed or discharged within 60 days). The indebtedness evidenced by the Note is subordinated in right of payment to the prior payment in full of any senior indebtedness (as defined in the Note) in existence on the date of the Note or incurred thereafter.

 

AgEagle demanded payment of the Note, including accrued interest; based on the initial maturity date of April 14, 2021; however, Valqari has alleged that the note’s maturity date was extended to October 14, 2021. Upon maturity in October 2021, AgEagle has demanded payment of the note, including accrued interest; however, Valqari has sought a substantial discount on the amount due under the note to compensate for alleged breaches by AgEagle under the manufacturing agreement. AgEagle disputes the allegations of breach and believes that it is owed a net amount by Valqari under the manufacturing agreement, in addition to the amount due under the note. The parties are continuing to negotiate in an attempt to reach an amicable resolution of their disputes; however, AgEagle reserves the right to take legal action to collect the note in the event that a prompt settlement is not reached.

 

On November 16, 2020, the Company (Payee) executed a promissory note in connection with its acquisition for 100% of the capital stock of MicaSense Inc., (“MicaSense”) (the “MicaSense Acquisition”). As of June 30, 2021, Parrot Drones S.A.S. promised to pay to the Company the principal amount of $100,000 provided, however that such principal amount was off-set and reduced by all amounts paid or due in connection with the purchase price upon closing of the MicaSense Acquisition.

 

On August 25, 2021, the Company (Payee) executed a promissory note in connection with its acquisition for 100% of the capital stock of senseFly S.A., (“senseFly”) and senseFly Inc. (the “senseFly Acquisition”). As of September 30, 2021, Parrot Drones S.A.S. promised to pay to the Company the principal amount of $200,000 provided, however that such principal amount would be off-set and reduced by all amounts paid or due in connection with the purchase price upon closing of the senseFly Acquisition.