UNUSUAL MACHINES, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • February 1st, 2024 • 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 Dominari Securities LLC (“Dominari” 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’ Se
8% SENIOR SECURED Convertible PRoMISsORY NOTE DUE _____ __, 2026Unusual Machines, Inc. • March 14th, 2023 • Radio & tv broadcasting & communications equipment
THIS 8% SENIOR SECURED CONVERTIBLE 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”).
Form of Representative’s Warrant AgreementUnusual Machines, Inc. • May 3rd, 2023 • 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).
ContractUnusual Machines, Inc. • February 16th, 2024 • 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) DOMINARI SECURITIES LLC OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF DOMINARI SECURITIES LLC OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.
UNUSUAL MACHINES, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • February 16th, 2024 • 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 1,250,000 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 Dominari Securities LLC (“Dominari” 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 187,500 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 Underw
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”).
8% PROMISSORY NOTE DUE _____ __, 20251Unusual Machines, Inc. • December 15th, 2023 • Radio & tv broadcasting & communications equipment
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-CompeteNon-Compete • February 22nd, 2024 • Unusual Machines, Inc. • Radio & tv broadcasting & communications equipment • 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 • March 14th, 2023 • Unusual Machines, Inc. • Radio & tv broadcasting & communications equipment • 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 • December 15th, 2023 • Unusual Machines, Inc. • Radio & tv broadcasting & communications equipment • New York
THIS REGISTRATION RIGHTS AGREEMENT (“Agreement”) is entered into as of the ____ day of _________, 2024 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 • February 1st, 2024 • Unusual Machines, Inc. • Radio & tv broadcasting & communications equipment
As an inducement to Dominari Securities 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 rep
LOCK-UP AGREEMENTLock-Up Agreement • February 1st, 2024 • Unusual Machines, Inc. • Radio & tv broadcasting & communications equipment
As an inducement to Dominari Securities 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 rep
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”).
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”).
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”.
FORM OF AGREEMENT AND PLAN OF MERGER OF UNUSUAL MACHINES, INC. (a Puerto Rico corporation) AND UNUSUAL MACHINES, INC. (a Nevada corporation)Form of Agreement and Plan of Merger • April 23rd, 2024 • Unusual Machines, Inc. • Radio & tv broadcasting & communications equipment
This Agreement and Plan of Merger, dated as of (the “Agreement”), is entered into the 19th day of April, 2024 by and between Unusual Machines, Inc., a Puerto Rico corporation (“UMAC Puerto Rico”), and Unusual Machines, Inc., a Nevada corporation and wholly-owned subsidiary of UMAC Puerto Rico (“UMAC Nevada”). UMAC Puerto Rico and UMAC Nevada are sometimes referred to herein as the “Constituent Corporations.”
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”).
Unusual Machines, Inc. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • May 6th, 2024 • Unusual Machines, Inc. • Radio & tv broadcasting & communications equipment • Nevada
This Restricted Stock Agreement (this “Agreement”) entered into as of ____, 2024, sets forth the terms and conditions of an award (this “Award”) of restricted stock granted by Unusual Machines, Inc., a Nevada corporation (the “Company”) to _____ (the “Recipient”) under the 2022 Equity Incentive Plan (the “Plan”).
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration 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”).
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • May 6th, 2024 • Unusual Machines, Inc. • Radio & tv broadcasting & communications equipment • Florida
This Management Services Agreement (this “Agreement”), is made as of May 1, 2024, between Unusual Machines, Inc., a Nevada corporation (the “Company”) and 8 Consulting LLC, a Puerto Rico limited liability company (the “Consultant”) for the services of Dr. Allan Evans, in his individual capacity (“Evans”).
AMENDMENT NO. 4 TO SHARE PURCHASE AGREEMENTShare Purchase Agreement • December 15th, 2023 • Unusual Machines, Inc. • Radio & tv broadcasting & communications equipment
This AMENDMENT NO. 4 TO SHARE PURCHASE AGREEMENT (this “Amendment”), dated December __, 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”).
TERMINATION AND RELEASE AGREEMENTTermination and Release Agreement • December 15th, 2023 • Unusual Machines, Inc. • Radio & tv broadcasting & communications equipment • District of Columbia
THIS TERMINATION AND RELEASE AGREEMENT (the “Agreement”) is made and entered into this __ day of December, 2023 by and between Brandon Torres Declet (the “Employee”) and Unusual Machines, Inc. (the “Employer” or the “Company”).
AMENDMENT NO. 3 TO SHARE PURCHASE AGREEMENTShare Purchase Agreement • September 19th, 2023 • Unusual Machines, Inc. • Radio & tv broadcasting & communications equipment
This AMENDMENT NO. 3 TO SHARE PURCHASE AGREEMENT (this “Amendment”), dated September __, 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”).
SECURITY AGREEMENTSecurity Agreement • March 14th, 2023 • Unusual Machines, Inc. • Radio & tv broadcasting & communications equipment
THIS SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of the date each Secured Party executed this Agreement (the “Effective Date”), by and among Unusual Machines Inc., a Puerto Rico corporation (collectively with all of its subsidiaries, “Debtor”), each person that is a Purchaser under a Purchase Agreement dated as of the date of this Agreement and who executes this Agreement (each a “Secured Party” and collectively the “Secured Parties”), and the person who agrees to be Collateral Agent by so noting on Secured Party’s signature page hereto.
