Up to $17,000,000 Shares of Common Stock ATM Sales AgreementRed Cat Holdings, Inc. • August 8th, 2023 • Services-prepackaged software • New York
The undersigned, Red Cat Holdings, Inc., a corporation formed under the laws of the State of Nevada (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Red Cat Holdings, Inc., the “Company”), confirms its agreement (this “Agreement”) with ThinkEquity LLC (the “Agent”), as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 7th, 2018 • TimefireVR Inc. • Services-prepackaged software • Illinois
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 6, 2018, is by and among TimeFireVR Inc., a Nevada corporation with offices located at 7150 E. Camelback Road, Suite 444, Scottsdale Arizona 85251 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
Form of Representative’s Warrant AgreementRed Cat Holdings, Inc. • April 26th, 2021 • Services-prepackaged software
THIS WARRANT TO PURCHASE COMMON STOCK (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 ____, 2021 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), 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 Red Cat Holdings, Inc., a Nevada corporation (the “Company”), up to ______ shares of Common Stock, par value $0.0001 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).
UNDERWRITING AGREEMENT between RED CAT HOLDINGS, INC. and THINKEQUITY LLC as Representative of the Several Underwriters RED CAT HOLDINGS, INC.Underwriting Agreement • December 8th, 2023 • Red Cat Holdings, Inc. • Services-prepackaged software • New York
The undersigned, Red Cat Holdings, Inc., a corporation formed under the laws of the State of Nevada (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Red Cat Holdings, 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:
FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CANYON SHADOWS, L.P., A CALIFORNIA LIMITED PARTNERSHIPAgreement • November 17th, 1997 • Peacock Financial Corp • Perfumes, cosmetics & other toilet preparations • California
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 13th, 2016 • EnergyTEK Corp. • Crude petroleum & natural gas • New York
THIS SECURITIES PURCHASE AGREEMENT (the "Agreement"), is entered into as of September 7, 2016 (the "Execution Date"), by and among EnergyTek Corp., a Nevada corporation, with headquarters located at 7960 E. Camelback Rd., #511, Scottsdale, Arizona 85251 (the "Company"), and the investors listed on the Schedule of Buyers attached hereto (individually, a "Buyer" and collectively, the "Buyers").
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • May 16th, 2019 • TimefireVR Inc. • Services-prepackaged software • Nevada
This SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of May 13, 2019, is by and among TimefireVR, Inc., a Nevada corporation (the “Parent”), Red Cat Propware, Inc. a Nevada corporation (the “Company”), and the shareholders of the Company (each a “Shareholder” and collectively the “Shareholders”). Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively as the “Parties.”
EXECUTIVE EMPLOYMENTExecutive Employment Agreement • July 2nd, 2021 • Red Cat Holdings, Inc. • Services-prepackaged software • Delaware
This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of July 1, 2021, by and between Red Cat Holdings, Inc., a Nevada corporation (“Company”) and Joseph Hernon, an individual (“Executive”). As used herein, the “Effective Date” of this Agreement shall mean July 1, 2021.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 22nd, 2024 • Red Cat Holdings, Inc. • Services-prepackaged software • New York
THIS REGISTRATION RIGHTS AGREEMENT (“Agreement”) is entered into as of the 16th day of February, 2024 by and among Unusual Machines, Inc., a Puerto Rico corporation (the “Company”), and Red Cat Holdings, Inc., a Nevada corporation (the “Investor”).
SECURITIES EXCHANGE AGREEMENTSecurities Exchange Agreement • May 16th, 2019 • TimefireVR Inc. • Services-prepackaged software • Nevada
This SECURITIES EXCHANGE AGREEMENT (the “Agreement”) is entered into as of this 13th day of May, 2019 (the “Effective Date”) by and between the party on the signature page to this Agreement (the “Investor”), and TimefireVR, Inc., a Nevada corporation (“Timefire” or the “Company”) (collectively, the Investor and Timefire are the “Parties”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 13th, 2016 • EnergyTEK Corp. • Crude petroleum & natural gas • New York
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), is entered into as of September 7, 2016 (the "Execution Date"), by and among EnergyTek Corp., a Nevada corporation, with headquarters located at 7960 E. Camelback Rd., #511, Scottsdale, Arizona 85251 (the "Company"), and the undersigned buyers (each, a "Buyer", and collectively, the "Buyers").
EMPLOYMENT AGREEMENTEmployment Agreement • September 13th, 2016 • EnergyTEK Corp. • Crude petroleum & natural gas • Nevada
THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of this 7th day of September, 2016, by and between EnergyTek Corp., a Nevada corporation (the "Corporation"), and Jonathan R. Read, an individual residing in the State of Arizona (the "Executive"), under the following circumstances:
COMMON STOCK PURCHASE WARRANTEnergyTEK Corp. • September 13th, 2016 • Crude petroleum & natural gas • Arizona
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 September ___, 2016 (the "Initial Exercise Date") and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the "Termination Date") but not thereafter, to subscribe for and purchase from EnergyTek Corp., a Nevada corporation (the "Company"), up to ____________ shares (as subject to adjustment hereunder, the "Warrant Shares") of 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% PROMISSORY NOTE DUE August 16, 20261Red Cat Holdings, Inc. • February 22nd, 2024 • Services-prepackaged software
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”).
NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • August 21st, 2017 • TimefireVR Inc. • Services-prepackaged software • Nevada
THIS NON-QUALIFIED STOCK OPTION AGREEMENT (the “Agreement”) is entered into as of ______________, 2017 (the “Grant Date”) between TimefireVR Inc. (the “Company”) and __________________ (the “Optionee”).
Non-CompeteNon-Compete • February 22nd, 2024 • Red Cat Holdings, Inc. • Services-prepackaged software • 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 • November 28th, 2022 • Red Cat Holdings, Inc. • Services-prepackaged software • 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 • July 14th, 2023 • Red Cat Holdings, Inc. • Services-prepackaged software • 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”).
NON-COMPETITION AGREEMENTNon-Competition Agreement • February 22nd, 2024 • Red Cat Holdings, Inc. • Services-prepackaged software • New York
This Non-Competition Agreement (the “Agreement”) is entered into as of February 16, 2024, (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.
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 7th, 2021 • Red Cat Holdings, Inc. • Services-prepackaged software • New York
THIS AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, dated as of August 31, 2021 (this “Agreement”), is entered into by and among Red Cat Holdings, Inc., a Nevada corporation (the “Parent”), Teal Acquisition I Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (the “Purchaser”) and Teal Drones, Inc., a Delaware corporation (the “Company”) and the undersigned shareholders of the Company (collectively, the “Stockholders”). Parent, Purchaser, Company and the Stockholders are each a “party” and together are “parties” to this Agreement. All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.4 or as otherwise defined elsewhere in this Agreement, unless the context clearly indicates otherwise.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 28th, 2021 • Red Cat Holdings, Inc. • Services-prepackaged software • Nevada
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) dated as of [ ], 202[ ], by and between Red Cat Holdings, Inc., a Nevada corporation, with offices at 1607 Ponce De Leon Avenue, Suite 407, San Juan, Puerto Rico 00909 (the “Company”), and [ ] (the “Buyer”) with offices at ___________________________.
AMENDMENT NO. 2 TO SHARE PURCHASE AGREEMENTShare Purchase Agreement • July 14th, 2023 • Red Cat Holdings, Inc. • Services-prepackaged software
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”).
PURCHASE AGREEMENTPurchase Agreement • April 4th, 2014 • Broadleaf Capital Partners Inc • Short-term business credit institutions • Texas
RED CAT HOLDINGS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • September 17th, 2021 • Red Cat Holdings, Inc. • Services-prepackaged software • Nevada
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of September __, 2021, between Red Cat Holdings, Inc., a Nevada corporation (the “Company”), and (“Indemnitee”).
AMENDED AND RESTATED AMENDMENT NO. 1 TO SHARE PURCHASE AGREEMENTShare Purchase Agreement • April 14th, 2023 • Red Cat Holdings, Inc. • Services-prepackaged software
This AMENDED AND RESTATED AMENDMENT NO. 1 TO SHARE PURCHASE AGREEMENT (this “Amendment”), dated April __, 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”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • January 13th, 2021 • Red Cat Holdings, Inc. • Services-prepackaged software • Delaware
This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of the January 11, 2021, by and between Red Cat Holdings, Inc., a Nevada corporation (“Parent”), Fat Shark Holdings, LTD., a Cayman Islands Exempted Company (“Company”) and Allan Evans, an individual (“Executive”). As used herein, the “Effective Date” of this Agreement shall mean January _1_1, 2021.
EQUITY STOCK TRANSFER ESCROW AGREEMENTEscrow Agreement • September 9th, 2024 • Red Cat Holdings, Inc. • Services-prepackaged software • Delaware
Parent, Buyer and Seller are each a “Party” and together are “Parties”, and capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Asset Purchase Agreement (as defined below).
RED CAT HOLDINGS, INC. STOCK OPTION GRANT NOTICE AND OPTION AGREEMENT (2019 Equity Incentive Plan)Stock Option Agreement • August 8th, 2024 • Red Cat Holdings, Inc. • Services-prepackaged software • Nevada
THIS STOCK OPTION AGREEMENT (together with the above grant notice (the “Grant Notice”), the “Agreement”) is made and entered into as of the date set forth on the Grant Notice by and between Red Cat Holdings, Inc., a Nevada corporation (the “Company”), and the individual (the “Optionee”) set forth on the Grant Notice.
ContractRed Cat Holdings, Inc. • January 28th, 2021 • Services-prepackaged software • Nevada
NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
Joinder AgreementJoinder Agreement • September 9th, 2024 • Red Cat Holdings, Inc. • Services-prepackaged software • Delaware
This JOINDER AGREEMENT (this “Agreement”) is entered into as of September __, 2024 (the “Agreement Date”), by and between Red Cat Holdings, Inc., a Nevada corporation (“Parent”), Teal Drones, Inc., a Nevada corporation, (“Teal”), FW Acquisition, Inc., a Nevada corporation (“Buyer”), and Flightwave Aerospace Systems Corporation, a Delaware corporation (the “Seller”), and the undersigned holder (each such undersigned, as to, himself, herself or itself, “Stockholder”) of securities of Seller. Capitalized terms not otherwise defined herein shall have the respective meanings ascribed to them in the Purchase Agreement (as defined below). If the terms of this Agreement conflict in any way with the provisions of the Purchase Agreement, then the provisions of the Purchase Agreement shall control.
COMMON STOCK PURCHASE WARRANTEnergyTEK Corp. • September 13th, 2016 • Crude petroleum & natural gas • New York
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 September___, 2016 (the "Initial Exercise Date") and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the "Termination Date") but not thereafter, to subscribe for and purchase from EnergyTek Corp., a Nevada corporation (the "Company"), up to ____________ shares (as subject to adjustment hereunder, the "Warrant Shares") of 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).
ASSET PURCHASE AGREEMENT BY AND AMONG RED CAT HOLDINGS, INC., TEAL DRONES, INC., FW ACQUISITION, INC., AND FLIGHTWAVE AEROSPACE SYSTEMS CORPORATIONAsset Purchase Agreement • September 9th, 2024 • Red Cat Holdings, Inc. • Services-prepackaged software • Delaware
This ASSET PURCHASE AGREEMENT (“Agreement”) is dated September __, 2024 by and among Red Cat Holdings, Inc., a Nevada corporation (“Parent”), Teal Drones, Inc., a Nevada corporation, (“Teal”), FW Acquisition, Inc., a Nevada corporation (“Buyer”) and Flightwave Aerospace Systems Corporation, a Delaware corporation (“Seller”).
THIS WARRANT HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND,...Common Stock Purchase Warrant • September 23rd, 2024 • Red Cat Holdings, Inc. • Services-prepackaged software
This Warrant is issued pursuant to that certain Securities Purchase Agreement dated [•], 2024 by and between the Company and the Holder (as defined below) (the “Purchase Agreement”). Receipt of this Warrant by the Holder shall constitute acceptance and agreement to all of the terms contained herein.
PORTIONS OF INFORMATION CONTAINED IN THIS AGREEMENT HAVE BEEN EXCLUDED FROM THIS AGREEMENT BECAUSE THEY ARE BOTH NOT MATERIAL AND THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. EXCLUDED INFORMATION IS MARKED AS [***] BELOWExecutive Employment Agreement • May 20th, 2024 • Red Cat Holdings, Inc. • Services-prepackaged software
This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of May 10th, 2024, by and between Red Cat Holdings, Inc., a Nevada corporation (“Company”) and George Matus, an individual (“Executive”). As used herein, the “Effective Date” of this Agreement shall mean May 1, 2024.
RED CAT HOLDINGS, INC. INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • August 8th, 2024 • Red Cat Holdings, Inc. • Services-prepackaged software • Nevada
This INCENTIVE STOCK OPTION AGREEMENT (the “Option Agreement”), dated as of the 29th day of April, 2023 (the “Grant Date”), is between Red Cat Holdings, Inc., a Nevada corporation (the “Company”), and _____________ (the “Optionee”), an Eligible Person as defined in the Red Cat Holdings, Inc. 2019 Equity Incentive Plan (the “Plan”).
