0001104659-25-091647 Sample Contracts

Red Cat Holdings, Inc. 15,625,000 Shares of Common Stock Underwriting Agreement
Underwriting Agreement • September 19th, 2025 • Red Cat Holdings, Inc. • Services-prepackaged software • New York

Red Cat Holdings, Inc., a Nevada corporation (the “Company”), proposes to issue and sell to the several underwriters listed on Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”) of, an aggregate of 15,625,000 shares (the “Underwritten Shares”) of common stock, par value $0.001 per share (the “Common Stock”), of the Company and, at the option of the Underwriters, up to an additional 2,343,750 shares of Common Stock (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of Common Stock to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock.”