AeroVironment and Truesdell Capital LLC Consulting Agreement Effective May 2026

EX-10.2 3 tm2611447d1_ex10-2.htm EXHIBIT 10.2

Exhibit 10.2

AEROVIRONMENT PROPRIETARY INFORMATION

CONSULTING AGREEMENT

THIS AGREEMENT, executed as of the last date indicated
on the Signature Page hereof, is made effective as of May 1, 2026 (“Effective Date”) between AeroVironment, Inc., a Delaware
corporation, and its subsidiaries, with offices at 900 Innovators Way, Simi Valley, CA 93065 (hereinafter referred to as “AV”
or “Party”) and Truesdell Capital LLC , a Florida limited liability company (hereinafter referred to as “Consultant”
or “Party”). AV and the Consultant are be collectively referred to as “the Parties.”

WHEREAS, Consultant is engaged in providing consulting
services and investigating and solving, to the best of Consultant’s ability, specific problems presented;

WHEREAS, AV desires to have the services of Consultant
(“Services”) made available to it on the terms and conditions hereinafter set forth;

NOW THEREFORE, in consideration of the mutual
promises and other good and valuable consideration, receipt of which is hereby acknowledged by each Party, the Parties hereto agree as
follows:

| 1. | Consulting Services. During the period of this Agreement, Consultant agrees to perform Services in a consulting capacity on a general basis and on the particular
individual projects assigned and accepted in accordance with the provisions hereof. Consultant agrees to provide such Services for the
compensation provided in Section 4 for each task, which are based on the hours worked on the task unless provided otherwise in
the Task Order (as defined in Section 3). |

| | | |

| | 2. | Term. Services will
be performed between the Effective Date and July 15, 2028 (“Expiration Date”). This Agreement may be extended for additional
increments of time by mutual written agreement between the Parties prior to the Expiration Date of the initial Term or any extension
thereof. If the Parties do not execute such a written agreement, this Agreement will expire and automatically terminate as of the Expiration
Date. The Parties acknowledge and agree that the Consultant is a single member limited liability company through which Brad Truesdell,
a former employee of AV whose employment with AV is expected to end on April 30, 2026, will provide Services starting on the Effective
Date under this Agreement and any Task Order issued hereunder. It is intended and understood by the Parties that this Agreement is being
executed in part to continue to allow for the continued vesting of Mr. Truesdell’s equity awards issued during Mr. Truesdell’s
employment under AV’s Amended and Restated 2021 Equity Incentive Plan (the “2021 Plan”) during the term of this Agreement.
It is intended that the termination of Mr. Truesdell’s employment and the commencement of the consulting arrangement under this
Agreement will occur contemporaneously at midnight on April 30, 2026/12:01 a.m. May 1, 2026 to enable the continuity of service contemplated
by the 2021 Plan, so that a “Termination of Service” does not occur under the 2021 Plan. |

| 3. | Task Orders. AV shall submit any task, or of any task, upon which it desires the Services of Consultant
in the form of a written task order (“Task Order”) in sufficient detail which shall include: the Task Order number, the Project
Number and/or Charge Number for inclusion on all invoices submitted, the nature and scope of the work to be performed, the time period
for performance, the identity and name of the AV Task Manager, the rate paid for each hour of labor, and the not to exceed dollar value
of the estimated labor, and allowable expenses for any material or travel expenditures anticipated by Consultant. If the compensation
to be provided to Consultant is on a basis other than based on labor hours worked (e.g., monthly retainer), the basis of that compensation
must be detailed in the Task Order. Attachment A shall be the form of the Task Order. |

| 4. | Specified Cost/Consideration. Subject to the terms and conditions of this Agreement, AV shall pay
Consultant an hourly rate of $200.00 per hour for Services performed by Consultant pursuant to Task Orders issued under this Agreement.
AV shall have the right to specify in a Task Order that the cost to AV of a requested task not exceed the stated amount. When so specified
in the Task Order, Consultant shall not perform Services exceeding the amount specified for the task that may sometimes be referred
to as “Effort”. If it becomes apparent during the performance of a task that the cost for completion of the task will exceed
the amount limited in the Task Order, Consultant shall advise AV as far in advance as reasonably possible so that consideration may be
given to an increase in the amount specified for said task. AV may then, in its sole discretion, do any of the following: |
| | |

| | i. | Authorize an increase in the amount of the Task Order to allow completion of the task, subject to Consultant’s
right to decline; |
| | | |

| | ii. | Request continuation of the task up to the original dollar amount specified, at which time Consultant
shall submit to AV any work or materials resulting from the unfinished task; and |
| | | |

| | iii. | Request immediate termination of the task, and cause Consultant to submit to AV any work or materials
resulting from the unfinished task. |

AEROVIRONMENT PROPRIETARY INFORMATION

CONSULTING AGREEMENT

For so long as Consultant remains engaged
as a consultant with AV, Consultant shall be entitled to continued vesting of the restricted stock awards (“RSAs”) outstanding
for Mr. Truesdell immediately prior to the termination of Mr. Truesdell’s employment (such awards, the “Outstanding RSAs”)
with AV and upon a Termination of Service (as defined in applicable award agreements and 2021 Plan), the Outstanding RSAs will cease
vesting and terminate upon the terms of the 2021 Plan and applicable award agreements for the Outstanding RSAs. Upon a Termination
of Service, the vesting of the Outstanding RSAs will cease and any unvested Outstanding RSAs (i.e., Unreleased Shares) will terminate
and be forfeited. Consultant’s/Mr. Truesdell’s Termination of Service will occur upon the earlier to occur of the following:
(i) the expiration of this Consulting Agreement on April 30, 2028 (unless extended by the Parties), (ii) Mr. Truesdell’s
earlier death or Disability or (iii) the termination of this Agreement as indicated herein. The rights and obligations associated
with the Outstanding RSAs are governed by the terms and conditions of the 2021 Plan and the grant documents for such awards.  Consultant
and AV acknowledge and agree that Consultant’s/Mr. Truesdell’s performance restricted stock units (“PRSUs”) for
the fiscal year 2024 to fiscal year 2026 performance period (such PRSUs, the “FY2024-2026 PRSUs”), shall remain outstanding
and vest according to the terms of the award agreement for such FY2024-2026 PRSUs. Consultant/Mr. Truesdell agrees to forfeit and cancel
as of the Effective Date, and waive any rights to the continued vesting of, all of Mr. Truesdell’s other outstanding PRSUs (other
than the FY2024-2026 PRSUs) that remain unvested as of the Effective Date, regardless of the fact that no Termination of Service shall
have occurred as of the effective time of this Agreement. In the event of any inconsistency between this Agreement, the 2021 Plan and
any award agreement for equity awards, the terms contained in the 2021 Plan and the applicable grant documents shall govern.

| 5. | Right to Decline. Consultant shall have the right to decline the acceptance of any task requested
by AV in the event that such task conflicts with other activity of Consultant or for any other good and sufficient reason. In such events,
Consultant shall give AV notice in writing that it declines to accept such task within five (5) working days of receipt of such request. |

| 6. | Progress Reports. Consultant is required by any Task Order to submit progress reports to AV, at
reasonable intervals, but not more frequently than monthly unless otherwise specified in the Task Order, and in such a manner as is more
specifically provided for and defined in each Task Order. |

| 7. | Invoices and Payment. Consultant shall submit separate invoices
monthly for each Task Order and such invoices shall include a breakdown of all charges and expenses,
if any, incurred during the month together with the Project Number and/or Charge Number shown on the
Task Order as well as the name of the AV Task Manager identified on the Task Order. Invoices shall be
due and payable within thirty (30) days after receipt by AV’s Accounts Payable Group. Invoices
shall be sent to the attention of the Accounts Payable Group; AeroVironment, Inc., via e-mail to ACPinvoices@avinc.com,
and also reference the Task Order Number as well as your organization’s name in the subject line
or by mail to P.O. Box 5130, Simi Valley, CA  93065. Unless otherwise agreed at the time individual
Task Orders are accepted, all payments shall be made in US dollars. |

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AEROVIRONMENT PROPRIETARY INFORMATION

CONSULTING AGREEMENT

| 8. | Confidential Information. It is recognized that in performing services covered by this Agreement
the Consultant, including Consultant’s authorized subcontractors, may acquire from AV or AV’s representatives confidential
information regarding the products, processes, operations, and present and contemplated activities of AV and/or its clients or customers.
Such confidential information includes, but it not limited to, the existence of and terms of this Agreement, AV technical information
included in or on tracings, drawings, field notes, calculations, specifications, legal, economic, business and engineering data and the
like, and all information, documents and materials created by Consultant during the performance of the Services that reflect, include
or incorporate in any way the confidential information disclosed by AV to the Consultant. Similarly, in connection with the Services performed
by Consultant, Consultant may disclose information which it considers to be confidential to AV. Confidential information disclosed in
writing by a Party to the other should be marked “confidential” or bear a similar marking. Confidential information disclosed
orally by a Party to the other should be confirmed in writing within ten days of the oral disclosure. Consultant and AV each agree to
hold in confidence, for a period of five (5) calendar years from the date of disclosure, all confidential information disclosed to a Party
by the other Party, except for the following categories of Information: |

| | i. | Information, which at the time of disclosure is in the public domain; |

| | ii. | Information which, after its disclosure becomes part of the public domain by publication or otherwise
through no fault of a Party, but in such case only after it is published or otherwise becomes part of the public domain; |

| | iii. | Information which a Party can show was in that Party’s possession at the time of its receipt from
the other Party and which was not acquired, directly or indirectly, from the other Party; and |

| | iv. | Information which was received by a Party before or after the time of disclosure from a third party who
did not require such Party to hold such information in confidence and who, to the best of that Party’s knowledge and belief, did
not acquire it directly or indirectly from the other Party (including its clients) under an obligation of confidence. |

Consultant agrees that, with the exception
of providing the Services contemplated by this Agreement, Consultant will not utilize AV confidential information covered by this Section
for any purpose, including the development or expansion of Consultant’s technology or the technology of any third person or entity,
but Consultant shall be and remain free to exploit its own independent developments free of any obligation whatsoever to AV or its clients
except as specifically set forth herein.

Each Party acknowledges that it is
aware, and agrees to advise its employees and other representatives who may receive confidential information under this Agreement that
the United States securities laws prohibit a Party, its representatives or any person or entity who has received material, non-public
information concerning the other Party, from purchasing or selling securities of the other Party or from communicating such information
to any other person or entity under circumstances in which it is reasonably foreseeable that such person or entity is likely to purchase
or sell securities of a Party.

Consultant acknowledges and agreements
that nothing in this Agreement modifies or supersedes any obligations of Consultant under his Employee Confidentiality and Invention Assignment
Agreement he executed as an employee of AV and that all obligations of Consultant under such agreement remain in full force and effect.

| 9. | AV’s Acceptable Use Policy and Telework Arrangements. If during the course of performing
services covered by this Agreement the Consultant, including Consultant’s authorized subcontractors, stores or processes AV Confidential
Information electronically or utilizes AV Computing Resources (as defined in AV’s Acceptable Use Policy (“AU Policy”),
Consultant hereby agrees for itself and any authorized subcontractor to abide by the AU Policy and all telework policies and agreements
related to utilizing AV Computing Resources. |

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AEROVIRONMENT PROPRIETARY INFORMATION

CONSULTING AGREEMENT

| 10. | Proprietary Rights. All materials prepared or developed by Consultant in the performance and completion
of Task Orders hereunder, including documents, calculations, maps, sketches, notes, reports, data, models and samples, photographs including
but not limited to digital photography, digital and film recordings in any media (including but not limited to digital and/or physical
videotape and audiotape), and any and all inventions and copyrightable material contained therein, shall be and become the sole and exclusive
property of AV without limitation, when first made or prepared, whether or not delivered to AV or whether such are subject to Consultant’s
need to use in order to perform the tasks under this Agreement. Such materials, together with any materials furnished by AV to Consultant
hereunder, shall be promptly delivered to AV upon request, and in any event upon completion or cancellation of this Agreement. Consultant
agrees to execute all documents and to take all steps requested by AV, at AV’s expense, which AV deems necessary or desirable to
complete and perfect AV’s ownership and property rights in said inventions and copyrightable material. The Parties hereby agree
that materials that are considered copyrights of the creator under this Agreement shall each and collectively be considered by the Parties
a Work for Hire under the meaning of the U.S. Copyright Act of 1976, and the copyrights thereto shall be the sole property of AV. Consultant
hereby agrees, that upon request of AV, it will execute an assignment of such copyright or other intellectual property rights to further
clarify the transfer of the copyright or other intellectual property rights to AV. |

Consultant shall contribute the use
of the intellectual property identified in Attachment B of this Agreement to the project for the term of this Agreement unless a longer
period of time is expressly agreed to in writing by the Parties. Except as may otherwise be provided for in the Agreement, and in order
to carry out the obligations under this Agreement, no right title or interest in the material described in Attachment B shall pass to
AV or any other party by this contribution of use.

| 11. | Termination. Either Party may terminate this Agreement at any time by providing ten (10) calendar
days’ prior written notice to the other Party. AV may terminate this Agreement immediately for Cause, as determined by AV in its
sole discretion. For purposes of this Agreement, “Cause” is defined as Consultant’s: |

| | (a) | being convicted for committing an act of fraud, embezzlement, theft, or other act constituting a felony
(other than traffic-related offenses or as a result of vicarious liability); |
| | | |

| | (b) | willfully engaging in illegal conduct or gross misconduct that would (i) adversely affect the business
or the reputation of AV or any of its affiliates with their respective current or prospective customers, suppliers, lenders, or other
third parties with whom such entity does or might do business, or (ii) expose AV or any of its affiliates to a risk of civil or criminal
legal damages, liabilities, or penalties; however, no act or failure to act on Consultant’s part will be considered “willful”
unless done or omitted to be done by Consultant other than in good faith and without reasonable belief that Consultant’s action
or omission was in the best interest of AV; or |
| | | |

| | (c) | failing to perform his duties in a reasonably satisfactory manner after the receipt of a notice from AV
detailing such failure if the failure is incapable of cure, and if the failure is capable of cure, upon the failure to cure such failure
within ten (10) calendar days of such notice or the recurrence of such failure. |

In the event of the termination of
this Agreement, Consultant shall be entitled to payment, under the provisions of this Agreement, for all charges and expenses actually
earned or incurred with respect to all Task Orders in effect up to the time of the termination. Termination for failure of the other Party
to perform shall not prejudice said Party in any respect with regard to pursuing its rights and remedies, or otherwise. Any provision
of this Agreement that imposes an obligation that should reasonably be expected to extend after termination or expiration of this Agreement
shall survive the termination or expiration of this Agreement. Such provisions include but are not limited to Sections 8, 9, 10, 15, 16,
17, 26 and 29 herein.

| 12. | Assignment. Neither Party may assign this Agreement or any part thereof without the prior consent
in writing of the other Party, which consent shall not be unreasonably withheld. The assignor shall remain responsible for its liabilities
and obligations under this Agreement until an approved assignee has assumed such obligations. When duly assigned in accordance with the
foregoing, this Agreement shall be binding upon and shall inure to the benefit of the assignee. |

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AEROVIRONMENT PROPRIETARY INFORMATION

CONSULTING AGREEMENT

| 13. | Subcontract. Consultant may not subcontract any portion of any Task Order hereunder without the
prior written consent of AV. |

| 14. | Warranty. Consultant warrants that it shall perform Task Orders accepted hereunder using commercially
best efforts and in conformance with recognized professional standards. |

| 15. | Indemnity. Each Party shall hold harmless and indemnify the other Party from and against all losses,
damages, demands, claims, suits, and liabilities, including reasonable attorney fees and other expenses of litigation, arising out of
or related to the performance or failure to perform their obligations under this Agreement; including agents, or employees, or permitted
subcontractors. |

| 16. | Arbitration. Any controversy or claim arising out of this Agreement, including any Task Order accepted
hereunder, or alleged breach thereof, shall be subject to binding arbitration in the City of Los Angeles, California, in accordance with
the rules of the American Arbitration Association, and a judgment upon the award rendered by the arbitrator or arbitrators may be entered
in any court having jurisdiction thereof. The prevailing party in the arbitration proceeding shall be entitled to recover from the non-prevailing
party reasonable expenses, including without limitation reasonable attorneys' fees. |

| 17. | Governing Law. |
| | |

| | a) | In any arbitration pursuant to Section 16, the Parties agree that the law of the State of California shall
govern the interpretation, construction and enforcement of this Agreement. In the event that any matter pertaining to this Agreement must
be heard by a court and cannot be arbitrated in accordance with Section 16, each Party hereby irrevocably submits to the law of the State
of California, excluding its conflicts of law principles, and the jurisdiction of the U.S. District Court for the Central District of
California located in Los Angeles County, California, in any action or proceeding arising out of or relating to this Agreement, and each
Party irrevocably agrees that all claims with respect to such action or proceeding shall be heard and determined in such District Court. |

| | b) | Each of the Parties hereto hereby waives any defense of lack of personal jurisdiction of said arbitration
or courts and agrees that service of process in such action may be made upon each of them by mailing certified or registered mail to the
other party at the address specified in Section 20. In the event that any matter pertaining to this Agreement must be heard by a court
and cannot be arbitrated in accordance with Section 16, both Parties hereby submit to the jurisdiction of the U.S. District Court for
the Central District of California, to the exclusion of any other courts which might have had jurisdiction apart from this Section 17,
and agree that the prevailing party shall be entitled to recover from the non-prevailing party reasonable expenses, including without
limitation reasonable attorneys' fees. |

| 18. | Independent Contractor. Nothing in this Agreement shall be deemed to constitute Consultant or any
of Consultant’s employees or agents to be the agent, representative or employee of AV. Consultant shall in all respects be an independent
contractor and shall have responsibility for and control over the details and means of performing the Consulting Services and shall be
subject to the directions of AV only with respect to the scope and general results required. Consultant shall, prior to the start
of work under this Agreement, provide AV with a fully executed W9 Form and other applicable tax forms including correct corporate
name, EIN, and current address for use in meeting legal requirements for reporting all consulting agreements to the state of California
and the Internal Revenue Service. |

| 19. | No Employee Benefits. Consultant understands and agrees that AV will not classify Consultant as
an AV employee. Accordingly, Consultant shall not be entitled to any of the benefits provided to AV employees including, but not limited
to new stock options, health or retirement benefits, vacations, and paid holidays. AV has not offered Consultant any such benefits or
rights as an employee, and Consultant hereby waives any claim Consultant might otherwise have to them, even in the event that Consultant
is reclassified as an AV employee. |

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AEROVIRONMENT PROPRIETARY INFORMATION

CONSULTING AGREEMENT

| 20. | Notice. Any notice between the parties hereto required or permitted to be given under this Agreement
shall be sufficient if in writing and sent by registered or certified mail, postage prepaid, or other delivery method, to the respective
addresses set forth below or at such other address as either of the parties may from time to time designate in accordance with the provisions
of this Section 20. |

| AeroVironment, Inc.: | Lawrence Yang |
| | Senior Counsel |
| | 900 Innovators Way |
| | Simi Valley, CA 93065 |
| | Telephone:     [_______] |
| | E-Mail:          legalcounsel@avinc.com |
| | |
| | |
| Consultant: | Brad Truesdell |
| | [____] |
| | Telephone: [____] |
| | E-Mail: [_______] |

| 21. | Subject Headings. The subject headings in this Agreement have been used for the convenience of
the parties and shall not be considered in any question of interpretation or construction of this Agreement. |

| 22. | Integration. This Agreement contains the entire understanding between the Parties, and there are
no understandings or representations not set forth or incorporated by reference herein. No subsequent modifications of this Agreement
shall be of any force or effect unless in writing and signed by both Parties hereto. |

| 23. | Facsimile/Email. Each Party shall be authorized to rely upon the signatures of the other Party(ies)
to this Agreement that are delivered by facsimile or email as constituting a duly authorized, irrevocable, actual delivery of this Agreement. |

| 24. | Counterparts. This Agreement may be executed in multiple counterparts, each of which will be deemed
an original and all of which together will constitute a single Agreement. |

| 25. | Preparation of This Agreement. The terms and provisions of this Agreement were arrived at after
arm’s length negotiations, and therefore, for the purposes of interpreting this Agreement, each Party shall be deemed to have participated
and cooperated equally in the drafting and preparation of this Agreement. This Agreement shall not be interpreted against any Party in
favor of any other Party due to its drafting. |

| 26. | Compliance with Laws. |
| | |

| | a) | Consultant will comply with all applicable laws, including applicable anti-bribery laws, and AV’s
Amended and Restated Code of Business Conduct and Ethics (available on the investor relations section of AV’s website, www.avinc.com).
In addition, whether or not applicable to Consultant, it will comply with the U.S. Foreign Corrupt Practices Act of 1977 (the “FCPA”),
which prohibits corrupt offers of anything of value, either directly or indirectly, to a government official to obtain or keep business
or to secure any other improper commercial advantage. |

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AEROVIRONMENT PROPRIETARY INFORMATION

CONSULTING AGREEMENT

| | b) | Consultant warrants and represents that it will not, directly or indirectly, offer, pay, give promise,
or authorize the payment of any money, gift or anything of value to: (i) any Government Official (defined as any officer, employee or
person acting in an official capacity for any government department, agency or instrumentality, including state-owned or -controlled companies,
and public international organizations, as well as a political party or official thereof or candidate for political office), or (ii) any
person while knowing or having reason to know that all or a portion of such money, gift or thing of value will be offered, paid or given,
directly or indirectly, to any Government Official, for the purpose of (i) influencing an act or decision of the Government Official in
his or her official capacity, (ii) inducing the Government Official to do or omit to do any act in violation of the lawful duty of such
official, (iii) securing an improper advantage, or (iv) inducing the Government Official to use his influence to affect or influence any
act or decision of a government or instrumentality, in order to assist AeroVironment or any of its affiliates in obtaining or retaining
business. Consultant represents and warrants that none of the Consultant’s officers, directors, or employees is currently an officer,
agent or employee of a government department, agency or instrumentality nor a director, officer, employee or agent of a wholly or partially
government-owned or controlled company or business. |

| | c) | In connection with the performance of obligations under its agreement(s) with the AV, Consultant will
not provide any business courtesies that: (i) violate any laws or regulations; (ii) are lavish or extravagant; (iii) might reasonably
be perceived as an attempt to improperly influence official action to gain or keep business on behalf of AV, or to otherwise gain an unfair
business advantage for AV; (iv) are provided secretly to a Government Official; (v) are provided for the spouse, children, or any other
family member of any Government Official; (vi) might embarrass, or reflect negatively on, the reputation of AV; or (vii) is a gift of
cash or a cash equivalent (e.g., gift cards or gift certificates). |

| | d) | In all actions undertaken on behalf of AV, Consultant will not, directly or indirectly, make any improper
payment to any commercial counterparty to obtain or retain business or to secure an improper advantage. In addition, no payment shall
be made to anyone for any reason on behalf of or for the benefit of AV that is not properly and accurately recorded in the Consultant’s
books and records, including amount, purpose and recipient, all of which shall be maintained with supporting documentation. |

| | e) | Consultant will not engage or retain any contractor, subcontractor, consultant, agent, representative
or other third party (collectively, “Sub-Agents”) to work for, provide service or do anything in connection with the performance
of AV’s obligations under its agreement(s) with AV without the prior written approval of AV and without first conducting sufficient
due diligence to conclude with reasonable assurance that the Sub-Agent will conduct business ethically, in compliance with all applicable
laws, including anti-bribery laws, and in compliance with the FCPA, whether or not applicable to such Sub-Agent. |

| | f) | The Consultant further agrees to participate and complete training sessions with respect to the requirements
of anti-corruption laws as requested by AV and shall promptly confirm compliance with the requirements of this Section 26 at the request
of AV. |

| | g) | Consultants (or their personnel if Consultant is an entity) who will have access to information controlled
under Trade Control Laws (as defined in Section 29 below), shall be provided (and shall be required to complete) trade compliance awareness
training, other than consultants engaged to provide services on trade compliance matters. Consultants (or their personnel) will be given
two weeks to complete such required training. |

| | h) | AV may unilaterally stop work under this Agreement and/or suspend all payments to the Consultant as the
result of any actual or apparent violation of the foregoing or for failure by the Consultant to promptly reaffirm, when requested, its
compliance herewith. Should AV determine that any amounts payable to or the means of payment to the Consultant may be prohibited under
applicable laws or under the provisions of a purchase order or contract awarded to AV, then and in such event, in addition to other available
legal remedies, AV may suspend further payments to the Consultant, and the Parties shall meet to determine whether such payments may validly
be paid. |

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| 27. | Conflict of Interest. Consultant warrants this Agreement does not at time of execution, nor shall
it in the future, conflict with any other agreement existing with Consultant as a party nor any agreement anticipated to be entered into
in the future by Consultant. Consultant agrees that during the term of this Agreement, it will not provide services, whether as an employee
or consultant, to any competitor of AV without the prior written approval of the Chief Legal Officer of AV. Consultant agrees to hold
harmless AV in regard to any government or private party claim of such a conflict of interest. Consultant shall timely and in advance
of a conflict arising, make any disclosure necessary to AV to avoid the fact of or any impression that any such conflict exists or may
soon exist. |

| 28. | Evidence Of Citizenship Or Immigrant Status. AV is required to obtain information concerning citizenship
or immigrant status of Consultant personnel or Consultant’s subcontractor personnel entering the premises of AV when such entry
will require access to areas containing “technical data” or prior to disclosure of controlled data to Consultant. Consultant
agrees to furnish this information before entry to AV premises or prior to disclosure of AV controlled information and at any time thereafter
before substituting or adding new personnel to work on AV’s premises or prior to receipt of AV controlled information as noted above.
Information to be provided shall be in accordance with the requirements of Attachment C attached hereto. If Consultant has similar
restrictions on data, AV shall meet the same standard prior to any disclosures to AV personnel. The Consultant also shall execute the
Certificate of Compliance with US Trade Control Laws attached hereto as Attachment D. |

| 29. | Export Control. |
| | |

| | a) | The Consultant shall comply with all applicable U.S. export control laws and regulations and economic
sanctions laws and regulations, specifically including but not limited to the International Traffic in Arms Regulations (“ITAR”),
22 C.F.R. 120 et seq.; the Export Administration Regulations, 15 C.F.R. 730-774; and the Foreign Assets Control Regulations, 31
C.F.R. 500-598 (collectively, "Trade Control Laws"). Without limiting the foregoing, the Consultant, in its work on behalf of
the AV, shall not transfer any export controlled item, technical data, technology, or service, including transfers to any non-US persons,
as that term is defined under the applicable Trade Control Laws, unless authorized in advance by an export license (such as Technical
Assistance Agreement (TAA) or Manufacturing License Agreement (MLA), license exception or license exemption, collectively, "Export
Authorization"), as required. |
| | | |

| | b) | The Consultant hereby represents that neither Consultant nor any parent, subsidiary or affiliate of the
Consultant is included on any of the restricted party lists maintained by the U.S. Government, including the Specially Designated Nationals
List administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”); Denied Parties
List, Unverified List or Entity List maintained by the U.S. Department of Commerce’s Bureau of Industry and Security (“BIS”);
the List of Statutorily Debarred Parties maintained by the U.S. Department of State’s Directorate of Defense Trade Controls; or
the consolidated list of asset freeze targets designated by the United Nations, European Union, and United Kingdom (collectively, “Restricted
Party Lists”). The Consultant shall immediately notify AV if the Consultant, or any parent, subsidiary or affiliate of the Consultant
becomes listed on any Restricted Party List or if Consultant's privileges are otherwise denied, suspended or revoked in whole or in part
by any U.S. or non-U.S. government entity or agency. |

| | c) | If the Consultant is a US person (wherever located), a non-US person located in the United States, or
a non-US person located outside of the United States but that is owned or controlled by a US person, as those terms are defined under ~~t~~ he applicable Trade Control Laws, and is engaged in the business of exporting, manufacturing (whether exporting or not)
or brokering defense articles or furnishing defense services in its work for AV, the Consultant represents that it is and will continue
to be registered with the US Department of State, Directorate of Defense Trade Controls, as required by the ITAR, and it maintains an
effective export/import compliance program in accordance with the ITAR. If applicable, the Consultant will provide a copy of its broker
registration certificate to AV upon execution of this Agreement. The Consultant will provide copies of the renewal of any such registration
to AV during the Term of this Agreement at any time a renewal is required and issued by the US Department of State, Directorate of Defense
Trade Controls. Failure to provide its broker registration certification or copies of the renewal of any such registration to AV during
the Term of this Agreement will result in automatic termination of this Agreement. |

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CONSULTING AGREEMENT

| | d) | Where the Consultant is a party to or signatory under an AV Export Authorization, the Consultant shall
provide prompt notification to AV in the event of: (1) changed circumstances including, but not limited to, ineligibility, a violation
or potential violation of the ITAR or other applicable governmental restrictions, and the initiation or existence of a U.S. Government
investigation, that could affect the Consultant's performance under this Agreement; or (2) any change by the Consultant that might require
AV to submit an amendment to an existing Export Authorization or request a new or replacement Export Authorization. The Consultant shall
provide to AV all information and documentation as may reasonably be required for AV to prepare and submit any required export license
applications. Delays on the Consultant’s part to submit the relevant information for export licenses shall not constitute an excusable
delay under this Agreement. |

| | e) | Consultant and AV agree not to: (1) export “Technical Data“ or disclose to third parties;
or (2) export “Confidential Information” obtained from the other party, without the express written consent of the other Party
and without the required Export Authorization for any controlled item. Any information relating to AeroVironment air vehicle systems is
considered controlled data and Confidential Information. “Confidential Information” is defined in Section 8 of this Agreement. “ Technical Data” is defined in the export regulations as “Information…, which is required for the design,
development, production, manufacture, assembly, operation, repair, testing, maintenance or modification of defense articles.” |

| | f) | Consultant and AV agree that the commitment not to export absent the required Export Authorization includes
any “deemed export” (disclosure to non-US Persons that occurs in the United States) and this includes any “non-US Persons”
that may be in the employ of, present in the facilities of or in contact with Consultant or AV outside their respective business facilities.
Any person who is not a citizen of the United States, a Lawful Permanent Resident, or a person who holds political asylum in the United
States is a non-US Person and cannot receive export controlled data absent the required Export Authorization. Any business entity that
is not incorporated or organized to do business in the United States is also a non-US Person. Execution of this Agreement is the certification
of the Parties that they will take all reasonable measures to protect the technical data and Confidential Information of the other Party
from disclosure to any non-US persons. |

| | g) | Failure to obtain the necessary Export Authorization from the U.S. Government may result in criminal liability
under U.S. laws. Express written consent from the disclosing Party, although required under this Agreement, does not constitute a governmental
authorization, the required Export Authorization, nor an export license. |

---

| | h) | The Consultant shall be responsible for all losses, costs, claims, causes of action, damages, liabilities
and expense, including attorneys' fees, all expense of litigation and/or settlement, and court costs, arising from any act or omission
of the Consultant, its officers, employees, agents, suppliers, or subcontractors at any tier, in the performance of any of its obligations
under this Section 29. The Consultant shall indemnify and hold harmless AV from and against all losses, costs, claims, causes of action,
damages, liabilities, and expenses, including attorneys’ fees, all expenses of litigation and/or settlement, and court costs, arising
from any act or omission of Consultant, its officers, employees, agents, suppliers, or subcontractors at any tier, in the performance
of any of its obligations under this Section 29. |

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AEROVIRONMENT PROPRIETARY INFORMATION

CONSULTING AGREEMENT

| | 30. | Waivers. The failure of either Party to enforce any provision of this Agreement at any time or
for any period shall not be construed as a waiver of such provision or of the right of such Party thereafter to enforce such provision. |

| | 31. | Electronic Signature Validity. The Parties hereby agree that for their mutual convenience, and
due to the geographic distance between them, original signatures will not be required on the execution of this Agreement or on notices
or communications between the Parties under this Agreement. The electronic transmission of executed documents shall be considered by the
Parties as equal in status and validity to original documents as if the documents were signed in duplicate original by the Parties. |

IN WITNESS WHEREOF, the Parties have executed
this Agreement as of the last date indicated below to be effective as of the Effective Date.

| AeroVironment, Inc. | | Consultant: |
| | | |
| /s/ Archana Nirwan | | /s/ Brad Truesdell |
| Signature | | Signature |
| | | |
| Archana Nirwan | | Brad Truesdell |
| Name (Print) | | Name (Print) |
| | | |
| SVP and Chief People Officer | | Consultant |
| Title | | Title |
| | | |
| 4/7/2026 | | 4/7/2026 |
| Date | | Date |

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AEROVIRONMENT PROPRIETARY INFORMATION

CONSULTING AGREEMENT

ATTACHMENT A - FORM OF TASK ORDER

(THIS IS AN EXAMPLE TEMPLATE ONLY)

STANDARD CONSULTING AGREEMENT

Consultant: (No name required – this is an example template)

| | TASK | ORDER #_________ | Project
No. and/or Charge No. __________ |

| | A. | Effort and/or Services to be provided by Consultant: |

| | B. | Until otherwise designated in writing by AV with notice to Consultant,
the AV Task Manager is: __________________ |

| | C. | Target Performance Period: ________ through _________ |

| | D. | Rates: |

Authorized Days: As required and authorized by AV
Task Manager

Rate: $ per hour

Total Not To Exceed Cost: $ example only (including expenses)

| | E. | Expenses: |

Maximum authorized expenses: $ example only

AV will reimburse Consultant for any AV related business
travel expenses (transportation, lodging, meals, etc.) during “Target Performance Period” defined under Section C above,
provided all travel expenses are pre-approved in writing by the AV Task Manager.

Travel and/or miscellaneous expenses shall be reimbursed
in accordance with current AV standard travel procedures; receipts shall accompany invoices of $25 or more.

No labor or expense costs above those amounts shown here
are to be incurred without the prior written approval of the AV Task Manager.

| | F. | SUBMITTING INVOICES: This practice will support efficient
processing and payment. |

| | 1. | INVOICES:
Reference shall be made to the correct Task Order No. and Project No. and/or Charge No.
and the name of the AV Task Manager on all invoices. |
| | | |

| | 2. | PROGRESS
STATEMENT: To stay in compliance with the Federal Acquisition Regulation (FAR), Part
31, each invoice should also be accompanied by a progress statement. |
| | | |

| | 3. | Invoices
shall be sent to : Accounts Payable Group, AeroVironment, Inc., via e-mail
to ACPinvoices@avinc.com, and also reference the correct Task Order Number and your
organization’s name in the subject line of the email, with courtesy copy to AV Task
Manager, or by mail to P.O. Box 5130, Simi Valley, CA 93065. |

| AeroVironment,
Inc. | | Consultant |
| | | |
| No
signature required – example only | | No
signature required – example only |
| | | |
| Signature | | Signature |
| | | |
| | | |
| Name (Print) | | Name (Print) |

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AEROVIRONMENT PROPRIETARY INFORMATION

CONSULTING AGREEMENT

ATTACHMENT B

INTELLECTUAL PROPERTY

DECLARATION BY CONSULTANT

Consultant hereby contributes the intellectual property described below
to the project that is the subject of this Agreement. Such contribution of use is limited to the restrictions of Section 10 of this Agreement.

No IP is included as part of this agreement – all work product
generated in performance of this agreement shall be the property of AV.

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AEROVIRONMENT PROPRIETARY INFORMATION

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Consulting Agreement

ATTACHMENT C

Consultant Security Review

Prior to entering any AV facility, any Consultant
or Consultant’s subcontractor shall be required to provide the following:

U.S. Citizens

If you are a U.S. Citizen, you shall be required
to provide AV’s Security Officer with your birth certificate with a raised seal [A photocopy will not be acceptable],
or a government certified copy of your birth certificate, or your passport, and your driver’s license. You may call AV’s
Security Officer to make arrangements to handle these documents prior to sending them if you are not local. If you are local you may call
and arrange for an interview at which time you can provide the documents.

If you have held a Department of Defense security
clearance, please provide your social security number to AV’s Security Officer to enable retrieval of your clearance. If you have
provided this number on the W9 form with the Consulting Agreement you need not duplicate the effort.

Resident Aliens:

If you have been granted Resident Alien status,
you will be required to produce this card before entering an AV facility.

This information is required due to government
regulation(s). Failure to provide all information will delay or suspend processing. You must not begin work prior to compliance with the
requests in this Attachment C.

If you are in the local area please call AV’s
Security Officer and set up an interview time and bring all requested documentation. If that is not possible, please call for a phone
interview at (805) 581-2198 Ext 1580.

| Send all Attachment C documentation to: | | Director of Security |
| | | AeroVironment Inc. |
| | | 900 Innovators Way |
| | | Simi Valley, California 93065 |

For your protection, it is recommended that you
overnight all information through a company that can track the package such as Fed-EX, DHL, or UPS. AV will return all documentation by
the same method.

Thank you for assisting AV in our compliance with
the government regulations.

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AEROVIRONMENT PROPRIETARY INFORMATION

CONSULTING AGREEMENT

Consulting Agreement

ATTACHMENT D

CERTIFICATION

OF

COMPLIANCE

WITH US TRADE CONTROL LAWS

Consultant:

This certification
is executed by an authorized official of the business entity noted above or the consultant in his or her individual capacity where such
consultant is not a legal entity. It is the certification that the entity shall comply with all applicable U.S. export control laws and
economic sanctions laws and regulations, specifically including but not limited to the International Traffic in Arms Regulations (“ITAR”),
22 C.F.R. 120 et seq.; the Export Administration Regulations, 15 C.F.R. 730 - 774;
and the Foreign Assets Control Regulations, 31 C.F.R. 500 - 598 (collectively,
"Trade Control Laws"), by taking reasonable steps to ensure that it shall not transfer any export controlled item, technical
data, technology, or service, including transfers to any non-US persons, as that term is defined under the applicable Trade Control Laws,
unless authorized in advance by an export license (such as Technical Assistance Agreement (TAA) or Manufacturing License Agreement (MLA),
license exception or license exemption, collectively, "Export Authorization"), as required. This commitment includes a “deemed
export” to the employees, vendors, or third party contacts of the entity signing this certification.

“Technical
Data” is defined as information that is required for the design, development, production, manufacture, assembly, operation, repair,
testing, maintenance or modification of defense articles.

A “non-US
Person” is any person who is not a citizen of the United States, a lawful Permanent Resident (e.g., “Green Card Holder”),
or a protected individual as defined by 8 U.S.C. 1324b(a)(3). Any business entity that is not incorporated or organized to do business
in the United States is also a “non-US Person.”

The certifying
party also agrees, by making this certification that the entity’s personnel entering the premises of AeroVironment shall sign a
personal certification when signing in and being issued a visitor’s badge.

Dated: ______________________

Authorized Official:

---

Signature

Printed Name:

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AEROVIRONMENT PROPRIETARY INFORMATION

CONSULTING AGREEMENT

This Amendment No. 1 to the Consulting Agreement
(this “Amendment”), executed as of the last date indicated on the Signature Page hereof, is made effective as of May 1, 2026
(“Amendment Effective Date”), to amend that certain Consulting Agreement by and between AeroVironment, Inc., a Delaware corporation,
and its subsidiaries, with offices at 900 Innovators Way, Simi Valley, CA 93065 (hereinafter referred to as “AV” or “Party”)
and Truesdell Capital LLC , a Florida limited liability company (hereinafter referred to as “Consultant” or “Party”)
executed on April 7, 2026 and effective as of May 1, 2026 (the “Consulting Agreement”).

WHEREAS,
AV and Consultant entered into the Consulting Agreement pursuant to which Consultant is to provide consulting services to AV; and

WHEREAS, as of the Effective
Date, the Parties desire to amend the Consulting Agreement to add a new section 32 to confirm the treatment and payout of Mr. Truesdell’s
FY2026 bonus for the Company’s fiscal year 2026.

NOW THEREFORE, in consideration
of the mutual promises and other good and valuable consideration, receipt of which is hereby acknowledged by each Party, the Parties hereto
agree as follows:

| | 1. | Addition of new Section
32. The Parties agree that the following Section 32 is hereby added to the Consulting Agreement: |

1. FY2026 Bonus. When, and if, AV pays bonuses for its fiscal year 2026 (“FY2026”) to employees participating in its FY2026 Executive Short Term Incentive Plan (the “STIP”), AV agrees to pay Consultant/Mr. Trusdell an amount equal to (A) $294,648 (which amount represents the cash portion of Mr. Truesdell’s target bonus for FY2026 under the STIP) multiplied by (B) the percentage payout for the target bonus in the Plan as determined by AV in accordance with the terms of the Plan based on AV’s financial performance for its FY2026. Consultant understands that the percentage payout may be zero, in which case Consultant/Mr. Truesdell will not receive any payment of the FY2026 bonus.

| | 2. | No Other Changes. Except as amended hereby, the Agreement will continue to be, and will remain,
in full force and effect. Except as provided herein, this Amendment will not be deemed (i) to be a waiver of, or consent to, or a modification
or amendment of, any other term or condition of the Agreement or (ii) to prejudice any right or rights which the Parties may now have
or may have in the future under or in connection with the Consulting Agreement or any of the instruments or agreements referred to therein,
as the same may be amended, restated, supplemented or otherwise modified from time to time. |

| | 3. | Authority; Binding on Successors. The Parties represent that they each have the authority to enter
into this Amendment. This Amendment will be binding on, and will inure to the benefit of, the Parties to it and their respective heirs,
legal representatives, successors, and assigns. |

| | 4. | Governing Law and Venue. This Amendment and the rights and duties of the Parties hereto will be
construed and determined in accordance with the terms of the Consulting Agreement. |

| | 5. | Counterparts. This Amendment may be executed in multiple counterparts, each of which will be deemed
an original and all of which together will constitute a single Amendment. |

| | 6. | Integration. This Amendment and the Consulting Agreement contain the entire understanding between
the Parties, and there are no understandings or representations not set forth or incorporated by reference herein. No subsequent modifications
of this Amendment shall be of any force or effect unless in writing and signed by both Parties hereto |

| | 7. | Electronic Signature Validity. The Parties hereby agree that for their mutual convenience, and
due to the geographic distance between them, original signatures will not be required on the execution of this Amendment or on notices
or communications between the Parties under this Amendment. The electronic transmission of executed documents shall be considered by the
Parties as equal in status and validity to original documents as if the documents were signed in duplicate original by the Parties |

1

AEROVIRONMENT PROPRIETARY INFORMATION

CONSULTING AGREEMENT

IN WITNESS WHEREOF, the Parties have executed
this Amendment as of the last date indicated below to be effective as of the Amendment Effective Date.

| AeroVironment, Inc. | | Consultant: |
| | | |
| /s/ Archana Nirwan | | /s/ Brad Truesdell |
| Signature | | Signature |
| | | |
| Archana Nirwan | | Brad Truesdell |
| Name (Print) | | Name (Print) |
| | | |
| SVP and Chief People Officer | | Consultant |
| Title | | Title |
| | | |
| 4/8/2026 | | 4/8/2026 |
| Date | | Date |

2