ContractUnusual Machines, Inc. • August 7th, 2023 • Radio & tv broadcasting & communications equipment
THE 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) MAXIM GROUP LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF MAXIM GROUP LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.
UNUSUAL MACHINES, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • August 7th, 2023 • Unusual Machines, Inc. • Radio & tv broadcasting & communications equipment • New York
Unusual 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
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”).
LOCK-UP AGREEMENTLock-Up Agreement • August 7th, 2023 • Unusual Machines, Inc. • Radio & tv broadcasting & communications equipment
As an inducement to Maxim Group 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 represent t
LOCK-UP AGREEMENTLock-Up Agreement • August 7th, 2023 • Unusual Machines, Inc. • Radio & tv broadcasting & communications equipment
As an inducement to Maxim Group 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 represent t
NON-COMPETITION AGREEMENTNon-Competition Agreement • August 7th, 2023 • Unusual Machines, Inc. • Radio & tv broadcasting & communications equipment • New York
This 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
This 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
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”).
ContractSponsorship Agreement • August 7th, 2023 • Unusual Machines, Inc. • Radio & tv broadcasting & communications equipment • New York
This 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”.
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
We 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
This 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”).
