Material Agreement (Form 8-K)

On April 7, 2025, SKYX Platforms Corp. (the "Company") and investors entered into a Securities Purchase Agreement resulting in gross proceeds before deducting transaction expenses to the Company of $975,000, pursuant to which the investors purchased 39,000 shares of the Company's Series A-1 Preferred Stock, no par value per share (the "Series A-1 Preferred Stock"), at a purchase price of $25.00 per share.

The Securities Purchase Agreement contains customary representations, warranties, agreements and indemnification rights and obligations of the parties and provides the purchaser with certain registration rights. The Company intends to use the proceeds for working capital and other general corporate purposes.

A description of the Certificate of Designation of Rights, Preferences and Privileges of Series A-1 Preferred Stock (the "Series A-1 Certificate of Designation") is contained in the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 7, 2024, and is incorporated herein by reference.

The foregoing summary of the Securities Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Securities Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K (this "Current Report") and is incorporated herein by reference. In addition, the foregoing summary of the Series A-1 Preferred Stock does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Series A-1 Certificate of Designation, a copy of which is incorporated herein by reference to this Current Report.

The representations, warranties and covenants contained in the Securities Purchase Agreement were made solely for the benefit of the parties to the Securities Purchase Agreement and may be subject to limitations agreed upon by the contracting parties. Accordingly, the Securities Purchase Agreement is incorporated herein by reference only to provide investors with information regarding the terms of the Securities Purchase Agreement, and not to provide investors with any other factual information regarding the Company or its business, and should be read in conjunction with the disclosures in the Company's periodic reports and other filings with the Securities and Exchange Commission (the "SEC").

The disclosure set forth under Item 1.01 of this Current Report is incorporated by reference in this Item 3.02. The issuance of the Series A-1 Preferred Stock was deemed to be exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, including Regulation D and Rule 506 promulgated thereunder, as transactions by the Company not involving a public offering.