UNUSUAL MACHINES, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • February 1st, 2024 • Unusual Machines, Inc. • Radio & tv broadcasting & communications equipment • New York
Contract Type FiledFebruary 1st, 2024 Company Industry JurisdictionUnusual 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
8% SENIOR SECURED Convertible PRoMISsORY NOTE DUE _____ __, 2026Unusual Machines, Inc. • March 14th, 2023 • Radio & tv broadcasting & communications equipment
Company FiledMarch 14th, 2023 IndustryTHIS 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 AgreementUnusual Machines, Inc. • May 3rd, 2023 • Radio & tv broadcasting & communications equipment
Company FiledMay 3rd, 2023 IndustryTHIS 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).
ContractUnusual Machines, Inc. • February 16th, 2024 • Radio & tv broadcasting & communications equipment
Company FiledFebruary 16th, 2024 IndustryTHE 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.
UNUSUAL MACHINES, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • February 16th, 2024 • Unusual Machines, Inc. • Radio & tv broadcasting & communications equipment • New York
Contract Type FiledFebruary 16th, 2024 Company Industry JurisdictionUnusual 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
UNUSUAL MACHINES, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • August 7th, 2023 • Unusual Machines, Inc. • Radio & tv broadcasting & communications equipment • New York
Contract Type FiledAugust 7th, 2023 Company Industry JurisdictionUnusual 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
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 7th, 2023 • Unusual Machines, Inc. • Radio & tv broadcasting & communications equipment • New York
Contract Type FiledAugust 7th, 2023 Company Industry JurisdictionTHIS 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”).
8% PROMISSORY NOTE DUE _____ __, 20251Unusual Machines, Inc. • December 15th, 2023 • Radio & tv broadcasting & communications equipment
Company FiledDecember 15th, 2023 IndustryTHIS 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”).
Non-CompeteNon-Compete • February 22nd, 2024 • Unusual Machines, Inc. • Radio & tv broadcasting & communications equipment • New York
Contract Type FiledFebruary 22nd, 2024 Company Industry JurisdictionWHEREAS 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
Contract Type FiledMarch 14th, 2023 Company Industry JurisdictionTHIS 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
Contract Type FiledDecember 15th, 2023 Company Industry JurisdictionTHIS 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
Contract Type FiledFebruary 1st, 2024 Company IndustryAs 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
Contract Type FiledFebruary 1st, 2024 Company IndustryAs 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
Contract Type FiledAugust 7th, 2023 Company Industry JurisdictionThis 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
Contract Type FiledAugust 7th, 2023 Company Industry JurisdictionThis 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”).
AMENDMENT NO. 2 TO SHARE PURCHASE AGREEMENTShare Purchase Agreement • August 7th, 2023 • Unusual Machines, Inc. • Radio & tv broadcasting & communications equipment
Contract Type FiledAugust 7th, 2023 Company IndustryThis 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”).
AMENDED AND RESTATED AMENDMENT NO. 1 TO SHARE PURCHASE AGREEMENTShare Purchase Agreement • May 3rd, 2023 • Unusual Machines, Inc. • Radio & tv broadcasting & communications equipment
Contract Type FiledMay 3rd, 2023 Company IndustryThis 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
Contract Type FiledJuly 31st, 2024 Company Industry JurisdictionThis 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
Contract Type FiledAugust 7th, 2023 Company Industry JurisdictionThis 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”.
FORM OF AGREEMENT AND PLAN OF MERGER OF UNUSUAL MACHINES, INC. (a Puerto Rico corporation) AND UNUSUAL MACHINES, INC. (a Nevada corporation)Form of Agreement and Plan of Merger • April 23rd, 2024 • Unusual Machines, Inc. • Radio & tv broadcasting & communications equipment
Contract Type FiledApril 23rd, 2024 Company IndustryThis 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 ValueUnusual Machines, Inc. • August 22nd, 2024 • Radio & tv broadcasting & communications equipment
Company FiledAugust 22nd, 2024 IndustryORLANDO, 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).
EXCHANGE AGREEMENTExchange Agreement • July 22nd, 2024 • Unusual Machines, Inc. • Radio & tv broadcasting & communications equipment • Nevada
Contract Type FiledJuly 22nd, 2024 Company Industry JurisdictionTHIS 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”).
Re: Offer Letter for the Position of Chief Executive Officer at Unusual Machines, Inc.Unusual Machines, Inc. • August 7th, 2023 • Radio & tv broadcasting & communications equipment
Company FiledAugust 7th, 2023 IndustryWe 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.
RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • August 7th, 2023 • Unusual Machines, Inc. • Radio & tv broadcasting & communications equipment • Puerto Rico
Contract Type FiledAugust 7th, 2023 Company Industry JurisdictionThis Restricted Stock Unit Agreement (this “Agreement”), entered into as of ________ __, 2023 (the “Grant Date”), sets forth the terms and conditions of an award (this “Award”) of restricted stock units (“Units”) granted by Unusual Machines, Inc., a Puerto Rico corporation (the “Company”), to ______________ (the “Recipient”).
Unusual Machines, Inc. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • May 6th, 2024 • Unusual Machines, Inc. • Radio & tv broadcasting & communications equipment • Nevada
Contract Type FiledMay 6th, 2024 Company Industry JurisdictionThis Restricted Stock Agreement (this “Agreement”) entered into as of ____, 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 REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • May 3rd, 2023 • Unusual Machines, Inc. • Radio & tv broadcasting & communications equipment • New York
Contract Type FiledMay 3rd, 2023 Company Industry JurisdictionTHIS REGISTRATION RIGHTS AGREEMENT (“Agreement”) is entered into as of the ____ day of _________, 2023 by and among Unusual Machines, Inc., a Puerto Rican corporation (the “Company”), and Red Cat Holdings, Inc., a Nevada corporation (the “Investor”).
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • May 6th, 2024 • Unusual Machines, Inc. • Radio & tv broadcasting & communications equipment • Florida
Contract Type FiledMay 6th, 2024 Company Industry JurisdictionThis Management Services Agreement (this “Agreement”), is made as of May 1, 2024, between Unusual Machines, Inc., a Nevada corporation (the “Company”) and 8 Consulting LLC, a Puerto Rico limited liability company (the “Consultant”) for the services of Dr. Allan Evans, in his individual capacity (“Evans”).
CLOSING DATE WORKING CAPITAL AGREEMENT AND CONSENT (UNUSUAL MACHINES )Purchase Agreement • July 22nd, 2024 • Unusual Machines, Inc. • Radio & tv broadcasting & communications equipment
Contract Type FiledJuly 22nd, 2024 Company IndustryThe 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
AMENDMENT NO. 4 TO SHARE PURCHASE AGREEMENTShare Purchase Agreement • December 15th, 2023 • Unusual Machines, Inc. • Radio & tv broadcasting & communications equipment
Contract Type FiledDecember 15th, 2023 Company IndustryThis AMENDMENT NO. 4 TO SHARE PURCHASE AGREEMENT (this “Amendment”), dated December __, 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”).
TERMINATION AND RELEASE AGREEMENTTermination and Release Agreement • December 15th, 2023 • Unusual Machines, Inc. • Radio & tv broadcasting & communications equipment • District of Columbia
Contract Type FiledDecember 15th, 2023 Company Industry JurisdictionTHIS TERMINATION AND RELEASE AGREEMENT (the “Agreement”) is made and entered into this __ day of December, 2023 by and between Brandon Torres Declet (the “Employee”) and Unusual Machines, Inc. (the “Employer” or the “Company”).
AMENDMENT NO. 3 TO SHARE PURCHASE AGREEMENTShare Purchase Agreement • September 19th, 2023 • Unusual Machines, Inc. • Radio & tv broadcasting & communications equipment
Contract Type FiledSeptember 19th, 2023 Company IndustryThis AMENDMENT NO. 3 TO SHARE PURCHASE AGREEMENT (this “Amendment”), dated September __, 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”).
FORM OF 8% PROMISSORY NOTE DUE nOVEMBER 30, 2025Unusual Machines, Inc. • July 22nd, 2024 • Radio & tv broadcasting & communications equipment
Company FiledJuly 22nd, 2024 IndustryTHIS 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”).
SECURITY AGREEMENTSecurity Agreement • March 14th, 2023 • Unusual Machines, Inc. • Radio & tv broadcasting & communications equipment
Contract Type FiledMarch 14th, 2023 Company IndustryTHIS SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of the date each Secured Party executed this Agreement (the “Effective Date”), by and among Unusual Machines Inc., a Puerto Rico corporation (collectively with all of its subsidiaries, “Debtor”), each person that is a Purchaser under a Purchase Agreement dated as of the date of this Agreement and who executes this Agreement (each a “Secured Party” and collectively the “Secured Parties”), and the person who agrees to be Collateral Agent by so noting on Secured Party’s signature page hereto.