REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 30th, 2024 • Unusual Machines, Inc. • Radio & tv broadcasting & communications equipment
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and the Holders, other than Dominari Securities LLC (the “Purchase Agreement”) and the Placement Agent Agreement dated as of the date hereof, between the Company and Dominari Securities LLC (“Placement Agent Agreement”).
UNDERWRITING AGREEMENT between UNUSUAL MACHINES, INC. and THINKEQUITY LLC as Representative of the Several UnderwritersUnderwriting Agreement • May 3rd, 2023 • Unusual Machines, Inc. • Radio & tv broadcasting & communications equipment • New York
The undersigned, Unusual Machines, Inc. , a corporation formed under the laws of the the Commonwealth of Puerto Rico, an unincorporated territory of the United States of America (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries, to-be-acquired subsidiaries (including Fat Shark Ltd. and Rotor Riot, LLC currently owned by Red Cat Holdings, Inc.). or affiliates of Unusual Machines, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 30th, 2024 • Unusual Machines, Inc. • Radio & tv broadcasting & communications equipment • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 29, 2024, between Unusual Machines, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANT UNUSUAL MACHINES, INC.Warrant Agreement • October 30th, 2024 • Unusual Machines, Inc. • Radio & tv broadcasting & communications equipment
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received,[*] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after April 30, 2025 (the “Exercise Date”) and on or prior to 5:00 p.m. (New York, New York time) on April 30, 2030 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Unusual Machines, Inc., a Nevada corporation (the “Company”), up to [*] shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
8% SENIOR SECURED Convertible PRoMISsORY NOTE DUE _____ __, 2026Convertible Security Agreement • March 14th, 2023 • Unusual Machines, Inc. • Radio & tv broadcasting & communications equipment
THIS 8% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE (this “Note”) duly authorized and validly issued on the Original Issue Date above by Unusual Machines Inc., a Puerto Rico corporation (the “Company”).
Form of Representative’s Warrant AgreementRepresentative’s Warrant Agreement • May 3rd, 2023 • Unusual Machines, Inc. • Radio & tv broadcasting & communications equipment
THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, ThinkEquity, LLCor its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ____, 2023 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from UNUSUAL Machines, Inc., a Commonwealth of Puerto Rico corporation (the “Company”), up to ______ shares of Common Stock, par value $0.01 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
UNUSUAL MACHINES, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • February 1st, 2024 • Unusual Machines, Inc. • Radio & tv broadcasting & communications equipment • New York
Unusual Machines, Inc., a Puerto Rico corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell an aggregate of [●] shares (“Shares”) of the Company’s common stock $0.01 par value per share (the “Common Stock”) (each a “Firm Share” and one or more, the “Firm Shares”) to the several underwriters (such underwriters, for whom Dominari Securities LLC (“Dominari” or the “Representative”) is acting as representative, the “Underwriters” and each an “Underwriter”). The Company has also agreed to grant to the Representative on behalf of the Underwriters an option (the “Option”) to purchase up to an additional [●] Shares (the “Option Shares.” The Company has also agreed to issue to the Representative the Underwriters’ Warrants (as defined in Section 1(c)), which together with the Common Stock underlying such warrants are referred to herein as the “Underwriters’ Securities.” The Firm Shares and the Option Shares, together with the Underwriters’ Se
ContractWarrant Agreement • February 16th, 2024 • Unusual Machines, Inc. • Radio & tv broadcasting & communications equipment
THE REGISTERED HOLDER OF THIS WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) DOMINARI SECURITIES LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF DOMINARI SECURITIES LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.
COMMON STOCK PURCHASE WARRANT UNUSUAL MACHINES, INC.Securities Agreement • October 30th, 2024 • Unusual Machines, Inc. • Radio & tv broadcasting & communications equipment
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received,[*] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after April 30, 2025 (the “Exercise Date”) and on or prior to 5:00 p.m. (New York, New York time) on April 30, 2030 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Unusual Machines, Inc., a Nevada corporation (the “Company”), up to [*] shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 7th, 2023 • Unusual Machines, Inc. • Radio & tv broadcasting & communications equipment • New York
THIS REGISTRATION RIGHTS AGREEMENT (“Agreement”) is entered into as of the ____ day of _________, 2023 by and among Unusual Machines, Inc., a Puerto Rico corporation (the “Company”), and Red Cat Holdings, Inc., a Nevada corporation (the “Investor”).
UNUSUAL MACHINES, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • August 7th, 2023 • Unusual Machines, Inc. • Radio & tv broadcasting & communications equipment • New York
Unusual Machines, Inc., a Puerto Rico corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell an aggregate of [●] shares (“Shares”) of the Company’s common stock $0.01 par value per share (the “Common Stock”) (each a “Firm Share” and one or more, the “Firm Shares”) to the several underwriters (such underwriters, for whom Maxim Group LLC (“Maxim” or the “Representative”) is acting as representative, the “Underwriters” and each an “Underwriter”). The Company has also agreed to grant to the Representative on behalf of the Underwriters an option (the “Option”) to purchase up to an additional [●] Shares (the “Option Shares.” The Company has also agreed to issue to the Representative the Underwriters’ Warrants (as defined in Section 1(c)), which together with the Common Stock underlying such warrants are referred to herein as the “Underwriters’ Securities.” The Firm Shares and the Option Shares, together with the Underwriters’ Securities ar
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • October 30th, 2024 • Unusual Machines, Inc. • Radio & tv broadcasting & communications equipment • New York
UNUSUAL MACHINES, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • February 16th, 2024 • Unusual Machines, Inc. • Radio & tv broadcasting & communications equipment • New York
Unusual Machines, Inc., a Puerto Rico corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell an aggregate of 1,250,000 shares (“Shares”) of the Company’s common stock $0.01 par value per share (the “Common Stock”) (each a “Firm Share” and one or more, the “Firm Shares”) to the several underwriters (such underwriters, for whom Dominari Securities LLC (“Dominari” or the “Representative”) is acting as representative, the “Underwriters” and each an “Underwriter”). The Company has also agreed to grant to the Representative on behalf of the Underwriters an option (the “Option”) to purchase up to an additional 187,500 Shares (the “Option Shares.” The Company has also agreed to issue to the Representative the Underwriters’ Warrants (as defined in Section 1(c)), which together with the Common Stock underlying such warrants are referred to herein as the “Underwriters’ Securities.” The Firm Shares and the Option Shares, together with the Underw
FORM OF 8% PROMISSORY NOTE DUE nOVEMBER 30, 2025Promissory Note • July 22nd, 2024 • Unusual Machines, Inc. • Radio & tv broadcasting & communications equipment
THIS 8% PROMISSORY NOTE (this “Note”) duly authorized and validly issued on the Original Issue Date above by Unusual Machines Inc., a Nevada corporation (the “Company”).
Non-CompeteNon-Compete Agreement • February 22nd, 2024 • Unusual Machines, Inc. • Radio & tv broadcasting & communications equipment • New York
WHEREAS pursuant to a Share Purchase Agreement dated November 21, 2022 (as, amended, the “SPA”) by and among the Company, Red Cat Holdings, Inc., a Nevada corporation (“Red Cat”), and Jeffrey Thompson, on or about the date hereof the Company will acquire from Red Cat all of the capital stock of Fat Shark Holdings, Ltd (“Fat Shark”) and Rotor Riot, LLC (“Rotor Riot,” and collectively the “Target Companies”) in connection with the acquisition contemplated in the SPA (the “Acquisition”);
SHARE PURCHASE AGREEMENTShare Purchase Agreement • March 14th, 2023 • Unusual Machines, Inc. • Radio & tv broadcasting & communications equipment • New York
THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is entered into as of November 21, 2022 (the “Effective Date”) among Unusual Machines, Inc., a Puerto Rico corporation (“Unusual”), Red Cat Holdings, Inc., a Nevada corporation (“Red Cat”), and Jeffrey Thompson, an individual, (the “Principal Stockholder”) for the purchase and sale of Rotor Riot, LLC, an Ohio limited liability company (“Rotor Riot”) and Fat Shark Holdings, Ltd, a Nevada corporation (“Acquisition” and together with Rotor Riot, each, a “Target Company” and collectively, the “Target Companies”). Unusual, Red Cat, and the Principal Stockholder are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. As used in this Agreement, references to any Party other than the Principal Stockholder includes their respective Subsidiaries. Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings ascribed to such terms in Article I.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 15th, 2023 • Unusual Machines, Inc. • Radio & tv broadcasting & communications equipment • New York
THIS REGISTRATION RIGHTS AGREEMENT (“Agreement”) is entered into as of the ____ day of _________, 2024 by and among Unusual Machines, Inc., a Puerto Rico corporation (the “Company”), and Red Cat Holdings, Inc., a Nevada corporation (the “Investor”).
LOCK-UP AGREEMENTLock-Up Agreement • February 1st, 2024 • Unusual Machines, Inc. • Radio & tv broadcasting & communications equipment
As an inducement to Dominari Securities LLC, as representative of the underwriters (the “Representative”), to execute an underwriting agreement (the “Underwriting Agreement”) providing for a public offering (the “Offering”) of shares of the common stock (“Common Stock”), par value $0.01 per share (the “Shares” or the “Securities”), of Unusual Machines, Inc., a Puerto Rico corporation (the “Company”), the undersigned hereby agrees that without, in each case, the prior written consent of the Representative, during the period specified in the second succeeding paragraph (the “Lock-Up Period”), the undersigned will not: (1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, make any short sale or otherwise transfer or dispose of, directly or indirectly, any Shares or any securities convertible into, exercisable or exchangeable for or that rep
LOCK-UP AGREEMENTLock-Up Agreement • February 1st, 2024 • Unusual Machines, Inc. • Radio & tv broadcasting & communications equipment
As an inducement to Dominari Securities LLC, as representative of the underwriters (the “Representative”), to execute an underwriting agreement (the “Underwriting Agreement”) providing for a public offering (the “Offering”) of shares of the common stock (“Common Stock”), par value $0.01 per share (the “Shares” or the “Securities”), of Unusual Machines, Inc., a Puerto Rico corporation (the “Company”), the undersigned hereby agrees that without, in each case, the prior written consent of the Representative, during the period specified in the second succeeding paragraph (the “Lock-Up Period”), the undersigned will not: (1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, make any short sale or otherwise transfer or dispose of, directly or indirectly, any Shares or any securities convertible into, exercisable or exchangeable for or that rep
NON-COMPETITION AGREEMENTNon-Competition Agreement • August 7th, 2023 • Unusual Machines, Inc. • Radio & tv broadcasting & communications equipment • New York
This Non-Competition Agreement (the “Agreement”) is entered into as of _____ __, 2023 (the “Effective Date”) by and among Unusual Machines, Inc., a Puerto Rico corporation (“Unusual”), Rotor Riot, LLC, an Ohio limited liability company (“Rotor Riot”) and Fat Shark Holdings, Ltd, a Nevada corporation (collectively, the “Restricted Parties”) and Red Cat Holdings, Inc., a Nevada corporation (“Red Cat”) The Restricted Parties and Red Cat are collectively referred to herein as the “Parties”) for all purposes under this Agreement.
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • August 7th, 2023 • Unusual Machines, Inc. • Radio & tv broadcasting & communications equipment • New York
This AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (this “Amendment”), dated _____ __, 2023, is by and among Unusual Machines, Inc., a Puerto Rico corporation (the “Company”) and Bandon Torres Declet, an individual, (the “Executive,” and together with the Company, the “Parties”).
EXCHANGE AGREEMENTExchange Agreement • July 22nd, 2024 • Unusual Machines, Inc. • Radio & tv broadcasting & communications equipment • Nevada
THIS EXCHANGE AGREEMENT (the “Agreement”), dated as of July ___, 2024, is made by and between Unusual Machines, Inc., a Nevada corporation (“Company”), and the holder of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”) signatory hereto (“Holder”).
AMENDMENT NO. 2 TO SHARE PURCHASE AGREEMENTShare Purchase Agreement • August 7th, 2023 • Unusual Machines, Inc. • Radio & tv broadcasting & communications equipment
This AMENDMENT NO. 2 TO SHARE PURCHASE AGREEMENT (this “Amendment”), dated July __, 2023, is by and among Unusual Machines, Inc., a Puerto Rico corporation (“Unusual”), Red Cat Holdings, Inc., a Nevada corporation (“Red Cat”), and Jeffrey Thompson, an individual, (the “Principal Stockholder,” and together with Unusual and Red Cat, the “Parties”).
CLOSING DATE WORKING CAPITAL AGREEMENT AND CONSENT (UNUSUAL MACHINES )Closing Date Working Capital Agreement and Consent • July 22nd, 2024 • Unusual Machines, Inc. • Radio & tv broadcasting & communications equipment
The undersigned, being all of the parties to that certain Share Purchase Agreement, dated as of November 21, 2022, as amended by amendment No. 1 dated as of March 31, 2023, Amendment No. 2 dated as of July 10, 2023, Amendment No. 3 dated as of September 18, 2023 and Amendment No. 4 dated as of December 11, 2023 (the “Purchase Agreement”), among Unusual Machines, Inc., a Puerto Rico corporation redomiciled in Nevada (“Unusual”), Red Cat Holdings, Inc., a Nevada corporation (“Parent”), Jeffrey Thompson, an individual (“Principal Stockholder”), for the purchase of Rotor Riot, LLC, Ohio limited liability company (“Rotor Riot”) and Fat Shark Holdings, LLC, a Nevada corporation (“Fat Shark”) by Unusual hereby acknowledge and agree the calculation of Closing Date Working Capital as provided in the Purchase Agreement in the aggregate amount of $2,000,000.00 as of the date hereof Terms not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement
AMENDED AND RESTATED AMENDMENT NO. 1 TO SHARE PURCHASE AGREEMENTShare Purchase Agreement • May 3rd, 2023 • Unusual Machines, Inc. • Radio & tv broadcasting & communications equipment
This AMENDED AND RESTATED AMENDMENT NO. 1 TO SHARE PURCHASE AGREEMENT (this “Amendment”), dated April 13, 2023, is by and among Unusual Machines, Inc., a Puerto Rico corporation (“Unusual”), Red Cat Holdings, Inc., a Nevada corporation (“Red Cat”), and Jeffrey Thompson, an individual, (the “Principal Stockholder,” and together with Unusual and Red Cat, the “Parties”).
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • July 31st, 2024 • Unusual Machines, Inc. • Radio & tv broadcasting & communications equipment • Nevada
This Restricted Stock Agreement (this “Agreement”) entered into as of July __, 2024, sets forth the terms and conditions of an award (this “Award”) of restricted stock granted by Unusual Machines, Inc., a Nevada corporation (the “Company”) to ___________ (the “Recipient”) under the 2022 Equity Incentive Plan, as amended (the “Plan”).
ContractSponsorship Agreement • August 7th, 2023 • Unusual Machines, Inc. • Radio & tv broadcasting & communications equipment • New York
This Sponsorship Agreement (“Agreement”), is between Drone Racing League, Inc., a Delaware corporation (“DRL”), and Unusual Machines, Inc., a Puerto Rico corporation (“Sponsor” or “UM”). DRL and Sponsor are sometimes referred to herein individually as a “party” or together as the “parties”.
8% PROMISSORY NOTE DUE _____ __, 20251Convertible Note Agreement • December 15th, 2023 • Unusual Machines, Inc. • Radio & tv broadcasting & communications equipment
THIS 8% PROMISSORY NOTE (this “Note”) duly authorized and validly issued on the Original Issue Date above by Unusual Machines Inc., a Puerto Rico corporation (the “Company”).
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • November 7th, 2024 • Unusual Machines, Inc. • Radio & tv broadcasting & communications equipment • Nevada
This Restricted Stock Agreement (this “Agreement”) entered into as of November 5, 2024, sets forth the terms and conditions of an award (this “Award”) of restricted stock granted by Unusual Machines, Inc., a Nevada corporation (the “Company”) to ________ (the “Recipient”) under the 2022 Equity Incentive Plan (the “Plan”).
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • October 24th, 2024 • Unusual Machines, Inc. • Radio & tv broadcasting & communications equipment • Nevada
This Restricted Stock Agreement (this “Agreement”) entered into as of October 22, 2024, sets forth the terms and conditions of an award (this “Award”) of restricted stock granted by Unusual Machines, Inc., a Nevada corporation (the “Company”) to ___________ (the “Recipient”) under the 2022 Equity Incentive Plan (the “Plan”).
FORM OF AGREEMENT AND PLAN OF MERGER OF UNUSUAL MACHINES, INC. (a Puerto Rico corporation) AND UNUSUAL MACHINES, INC. (a Nevada corporation)Merger Agreement • April 23rd, 2024 • Unusual Machines, Inc. • Radio & tv broadcasting & communications equipment
This Agreement and Plan of Merger, dated as of (the “Agreement”), is entered into the 19th day of April, 2024 by and between Unusual Machines, Inc., a Puerto Rico corporation (“UMAC Puerto Rico”), and Unusual Machines, Inc., a Nevada corporation and wholly-owned subsidiary of UMAC Puerto Rico (“UMAC Nevada”). UMAC Puerto Rico and UMAC Nevada are sometimes referred to herein as the “Constituent Corporations.”
Unusual Machines Agrees to Exchange $1M of its Existing Debt for Series C Preferred Shares Convertible at Market ValueExchange Agreement • August 22nd, 2024 • Unusual Machines, Inc. • Radio & tv broadcasting & communications equipment
ORLANDO, FL / ACCESSWIRE / August 22, 2024 / Unusual Machines, Inc. (NYSE American: UMAC) (“Unusual Machines” or the “Company”), an American drone and drone components manufacturer, on August 21, 2024 entered into two exchange agreements (each, an “Exchange Agreement”) with existing promissory note holders. These agreements will cancel an aggregate of $1.0 million of the Company’s existing $4.0 million indebtedness. In exchange, Unusual Machines issued (i) two new convertible notes in the aggregate principal amount of $3.0 million (the “New Notes”), (ii) Series C preferred stock convertible into shares of our common stock at $1.59 per share, the share price at close of market as of August 20, 2024, and (iii) five-year warrants exercisable at $1.99 per share (subject to certain adjustments).
Form of Advisory AgreementAdvisory Agreement • November 27th, 2024 • Unusual Machines, Inc. • Radio & tv broadcasting & communications equipment • Florida
THIS ADVISORY AGREEMENT (this “Agreement”) is entered into by and between Unusual Machines, Inc. a Nevada Corporation, with its principal place of business at 4677 L B McLeod Road, Suite J, Orlando, FL 32811, ("UMAC" or the “Company”) and ____________, (“Contractor”).
Unusual Machines, Inc. Orlando, Florida 32811 October 3, 2024Exchange Agreement • October 8th, 2024 • Unusual Machines, Inc. • Radio & tv broadcasting & communications equipment
This letter agreement documents our understanding regarding the Transactions (as defined herein) between Ventures LLC (“Eleven”) and Unusual Machines, Inc. (the “Company”) and Titan Multi-Strategy Fund I, Ltd. (“Titan”) Eleven and the Company.
Re: Offer Letter for the Position of Chief Executive Officer at Unusual Machines, Inc.Employment Agreement • August 7th, 2023 • Unusual Machines, Inc. • Radio & tv broadcasting & communications equipment
We are pleased to offer you the position of Chief Executive Officer and Chairman of the Board for Unusual Machines, Inc. ("Company") commencing January 1, 2023 (the "Effective Date"), reporting directly to the Company's Board of Directors. This letter, if accepted by you, sets forth our agreement regarding the material terms and conditions of your employment by the Company and may be referred to as the Employment Agreement. It is subject to review by the Board or Brandon Torres Declet upon the SEC finding the S-1 effective.
