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:
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).
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 3rd, 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 Rican corporation (the “Company”), and Red Cat Holdings, Inc., a Nevada corporation (the “Investor”).
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”).
