0001554795-24-000020 Sample Contracts

REGISTRATION RIGHTS AGREEMENT

Registration Rights Agreement • February 22nd, 2024 • Red Cat Holdings, Inc. • Services-prepackaged software • New York

• Contract Type
  Registration Rights Agreement
• Filed
  February 22nd, 2024
• Company
  Red Cat Holdings, Inc.
• Industry
  Services-prepackaged software
• Jurisdiction
  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”).

8% PROMISSORY NOTE DUE August 16, 20261

Promissory Note • February 22nd, 2024 • Red Cat Holdings, Inc. • Services-prepackaged software

• Contract Type
  Promissory Note
• Filed
  February 22nd, 2024
• Company
  Red Cat Holdings, Inc.
• Industry
  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-Compete

Non-Compete Agreement • February 22nd, 2024 • Red Cat Holdings, Inc. • Services-prepackaged software • New York

• Contract Type
  Non-Compete Agreement
• Filed
  February 22nd, 2024
• Company
  Red Cat Holdings, Inc.
• Industry
  Services-prepackaged software
• Jurisdiction
  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”);

NON-COMPETITION AGREEMENT

Non-Competition Agreement • February 22nd, 2024 • Red Cat Holdings, Inc. • Services-prepackaged software • New York

• Contract Type
  Non-Competition Agreement
• Filed
  February 22nd, 2024
• Company
  Red Cat Holdings, Inc.
• Industry
  Services-prepackaged software
• Jurisdiction
  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.