SKYX Platforms : Compensation Committee Charter

SKYX PLATFORMS CORP.

COMPENSATION COMMITTEE CHARTER

(Last revised August 2023)

1. Purpose

The purpose of the Compensation Committee (the "Committee") of the Board of Directors (the "Board") of SKYX Platforms Corp. (the "Company") is to assist the Board with the discharge of its responsibilities relating to the compensation and benefits provided to the Company's executive officers, employees and non-management directors.

In addition to the powers and responsibilities expressly delegated to the Committee in this Charter, the Committee may exercise any other powers and carry out any other responsibilities delegated to it by the Board from time to time consistent with the Company's by-laws (as in effect from time to time) and applicable law. The powers and responsibilities delegated by the Board to the Committee, in this Charter or otherwise, shall be exercised and carried out by the Committee as it deems appropriate without requirement of Board approval. While acting within the scope of the powers and responsibilities delegated to it, the Committee shall have and may exercise all the powers and authority of the Board.

1. Membership

The Committee shall consist of at least two directors. Each member of the Committee shall be independent in accordance with the applicable rules of The Nasdaq Stock Market LLC ("Nasdaq") and shall qualify as a "non-employee director" within the meaning of Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

The members of the Committee, including the Chair of the Committee, shall be appointed by the Board and shall serve for such term or terms as the Board may determine or until earlier resignation or death. Committee members may be removed from the Committee, with or without cause, by the Board.

1. Meetings and Procedures

The Committee is governed by the same rules regarding meetings (including meetings in person or by telephone or other similar remote communications equipment), action without meetings, notice, waiver of notice, and quorum and voting requirements as are applicable to the Board. The Chair of the Committee (or in his or her absence, a member designated by the Chair) shall preside at each meeting of the Committee and set the agendas for Committee meetings.

The Committee should meet as often as it determines advisable to fulfill the Committee's duties and responsibilities, but at least twice a year and more frequently as the Committee deems necessary or desirable.

The Committee may, in its sole discretion, select and retain any compensation and benefits consultants, legal counsel and other consultants, experts or advisors ("committee advisors") that the Committee believes to be desirable and appropriate. The Committee may also use the services of the Company's regular legal counsel or other advisors to the Company. The Committee shall be directly responsible for appointing, compensating and overseeing the work of any committee advisor retained by the Committee. The Company shall provide appropriate funding, as determined by the Committee, for payment of compensation to any committee advisors employed by the Committee and for ordinary

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administrative expenses of the Committee that are necessary or appropriate in carrying out its duties. Consistent with applicable requirements of the Exchange Act and Nasdaq listing standards, the Committee shall, subject to any exceptions under Nasdaq listing standards, undertake an analysis of the independence of each committee advisor under the independence factors specified in the applicable requirements of the Exchange Act and Nasdaq listing standards, with such analysis to occur prior to selection of, or receipt of advice from, such committee advisor or consultant and as appropriate thereafter. The Committee shall also evaluate whether any compensation consultant (and other committee advisors, as required) retained or to be retained by it has any conflict of interest in accordance with Item 407(e)(3)(iv) of Regulation S-K.

The Committee shall have full, unrestricted access to Company records and personnel as necessary or appropriate to carrying out its duties.

The Committee may invite such members of management to its meetings as it deems appropriate. However, the Committee shall meet regularly without such members present, and in all cases the CEO and any other such officers shall not be present at meetings at which their compensation or performance is discussed or determined.

The Committee shall keep regular minutes of any meetings (unless actions are taken and reported to the Committee's satisfaction in the minutes of the Board meetings). Any such minutes kept by the Committee shall be distributed to each member of the Committee. The Secretary of the Company shall maintain the approved signed minutes for filing with the corporate records of the Company. The Chair shall report to the Board regarding the activities of the Committee at appropriate times and as otherwise requested by the Chairman of the Board.

IV.	Powers and Responsibilities

1. The Committee shall, at least annually, review the overall compensation policy of the Company as it applies to employees of the Company generally, and the Company's corporate goals and objectives relevant to compensation of the Executive Chairman, the Chief Executive Officer ("CEO") and the Company's other executive officers.
2. The Committee shall review periodically executive officer responsibilities, performance and overall remuneration to ensure that the Company has high quality management, organization and personnel development plans and that the remuneration is fair and equitable and meets the test of being appropriate and reasonable for the industry and environment in which the services are performed.
3. At least annually, the Committee shall review and approve, or recommend for Board approval, the compensation of the Executive Chairman, the CEO and the Company's other executive officers, including: (a) salary, bonus and incentive compensation levels, (b) deferred compensation, (c) executive perquisites, (d) equity compensation (including awards to induce employment), (e) employment and severance agreements and (f) change-in-control benefits and other forms of executive officer compensation. In evaluating and determining, or making recommendations regarding, executive compensation, the Committee shall consider the results of the most recent stockholder advisory vote on executive compensation ("Say on Pay Vote") required by Section 14A of the Exchange Act.
4. The Committee shall have generalized supervisory responsibility for the compensation policies applicable to all employees of the Company, including periodic reviews of the adequacy of the Company's compensation structure, performance review procedures, employee turnover and retention, succession plans and other human resource issues.

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1. The Committee shall review, approve and, when appropriate, recommend to the Board for approval, incentive compensation plans and equity-based plans, and, where appropriate or required, recommend for approval by the stockholders of the Company, which includes the ability to adopt, amend and terminate such plans. The Committee shall also have the authority to administer the Company's incentive compensation plans and equity-based plans, including designation of the employees to whom the awards are to be granted, the amount of the award or equity to be granted and the terms and conditions applicable to each award or grant, subject to the provisions of each plan. In reviewing and approving or making recommendations regarding incentive compensation plans and equity-based plans, including whether to adopt, amend or terminate any such plans, the Committee shall consider the results of the most recent Say on Pay Vote.
2. The Committee shall review and approve the Compensation Discussion and Analysis (or other executive compensation disclosure, if the Compensation Discussion and Analysis is not required) for inclusion in the Company's annual meeting proxy statement and shall produce the compensation committee report on executive compensation, if so required, to be included in the Company's proxy statement for its annual meeting of stockholders or Form 10-K, as applicable.
3. If so required, the Committee shall review and assess the Company's compensation arrangements to determine if they encourage excessive risk-taking, and review and discuss the relationship between risk management policies and practices and compensation and to evaluate compensation policies and practices that could mitigate that risk. The Committee shall further oversee risks relating to any and all of the Company's compensation policies, practices and procedures.
4. The Committee shall review and recommend to the Board for approval the frequency with which the Company will conduct Say on Pay Votes, taking into account the results of the most recent stockholder advisory vote on frequency of Say on Pay Votes required by Section 14A of the Exchange Act, and review and approve the proposals regarding the Say on Pay Vote and the frequency of the Say on Pay Vote to be included in the Company's proxy statement.
5. The Committee shall establish the terms of, amend and oversee the application of the Company's policy for clawback, or recoupment, of incentive compensation.
6. The Committee shall periodically review and make recommendations to the Board with respect to the compensation and benefits of the non-management directors.
7. The Committee shall periodically review the Company's strategies related to human capital management, including talent acquisition, development and retention, internal pay equity, diversity and inclusion and corporate culture.
8. The Committee shall evaluate its own performance on an annual basis, including its compliance with this Charter, and provide the Board with any recommendations for changes in procedures or policies governing the Committee. The Committee shall conduct such evaluation and review in such manner as it deems appropriate.
9. The Committee shall periodically report to the Board on its findings and actions.
10. The Committee shall review and reassess this Charter at least annually and submit any recommended changes to the Board for its consideration.

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1. Delegation of Duties

In fulfilling its responsibilities, the Committee shall have the authority to delegate any or all of its responsibilities, along with the authority to take action in relation to such responsibilities, to a subcommittee of the Committee, to the extent consistent with the Company's organizational documents and applicable laws and SEC and Nasdaq rules. Subject to applicable law, rules and regulations and the organizational documents of the Company, the Committee shall have the authority to delegate any of its responsibilities, along with the authority to take action in relation to such responsibilities, to one or more officers of the Company.

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