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 PARTNERSHIPLimited Partnership Agreement • November 17th, 1997 • Peacock Financial Corp • Perfumes, cosmetics & other toilet preparations • California
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”).
RED CAT HOLDINGS, INC.Indemnification Agreement • September 22nd, 2022 • Red Cat Holdings, Inc. • Services-prepackaged software • Nevada
THIS 2022 INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of September ____, 2022, between Red Cat Holdings, Inc., a Nevada corporation (the “Company”), and the individual signatory hereto (the “Indemnitee”). If the Indemnitee and the Company have previously entered into a Indemnification Agreement dated September 13, 2021, the terms of this Agreement shall supersede, in its entirety, the prior Indemnification Agreement between the Company and the Indemnitee.
Form of Representative’s Warrant AgreementRepresentative’s Warrant Agreement • April 26th, 2021 • Red Cat Holdings, Inc. • 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 23rd, 2024 • Red Cat Holdings, Inc. • Services-prepackaged software • Delaware
This Securities Purchase Agreement (as amended, supplemented, restated and/or modified from time to time, this “Agreement”) is entered into as of September 22, 2024, by and between Red Cat Holdings, Inc., a Nevada corporation (the “Company”), and Lind Global Asset Management X LLC, a Delaware limited liability company (the “Investor”).
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.”
Up to $17,000,000 Shares of Common Stock ATM Sales AgreementAtm Sales Agreement • August 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”), confirms its agreement (this “Agreement”) with ThinkEquity LLC (the “Agent”), as follows:
SECURITY AGREEMENTSecurity Agreement • September 23rd, 2024 • Red Cat Holdings, Inc. • Services-prepackaged software
SECURITY AGREEMENT (this "Agreement"), dated as of September __, 2024, by and between RED CAT HOLDINGS, INC., a Nevada corporation (the "Company") and LIND GLOBAL ASSET MANAGEMENT X LLC, a Delaware limited liability company (the "Secured Party").
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.
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.
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 WARRANTCommon Stock Purchase Warrant • September 13th, 2016 • EnergyTEK Corp. • 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).
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.
8% PROMISSORY NOTE DUE August 16, 20261Promissory Note • February 22nd, 2024 • Red Cat Holdings, Inc. • 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 Agreement • 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.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • June 14th, 2024 • Red Cat Holdings, Inc. • Services-prepackaged software
This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of June 10, 2024, by and between Red Cat Holdings, Inc., a Nevada corporation (“Company”), and Leah Lunger, an individual (“Executive”). As used herein, the “Effective Date” of this Agreement shall mean June 10, 2024.
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.
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 ___________________________.
EXCHANGE AGREEMENTExchange Agreement • July 23rd, 2024 • Red Cat Holdings, Inc. • Services-prepackaged software • 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 • 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”).
CLOSING DATE WORKING CAPITAL AGREEMENT AND CONSENT (UNUSUAL MACHINES )Closing Date Working Capital Agreement and Consent • July 23rd, 2024 • Red Cat Holdings, Inc. • Services-prepackaged software
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
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”).
EQUITY STOCK TRANSFER ESCROW AGREEMENTEquity Stock Transfer Escrow 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).
ContractConvertible Note • January 28th, 2021 • Red Cat Holdings, Inc. • 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.
ContractWarrant Agreement • November 27th, 2024 • Red Cat Holdings, Inc. • Services-prepackaged software
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, 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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
