0001641172-25-015576 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 18th, 2025 • Red Cat Holdings, Inc. • Services-prepackaged software • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of June 17, 2025, between Red Cat Holdings, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • June 18th, 2025 • Red Cat Holdings, Inc. • Services-prepackaged software • New York
THIRD AMENDMENT TO SENIOR SECURED CONVERTIBLE PROMISSORY NOTE AND WARRANT ISSUED FEBRUARY 10, 2025 SECOND AMENDMENT TO WARRANT ISSUED NOVEMBER 26, 2024
Senior Secured Convertible Promissory Note and Warrant Amendment • June 18th, 2025 • Red Cat Holdings, Inc. • Services-prepackaged software • Delaware

This (a) Third Amendment to Senior Secured Convertible Promissory Note and Warrant Issued February 10, 2025 and (b) Second Amendment to Warrant Issued November 26, 2024 (collectively, the “Agreement”), dated and effective June 16, 2025 (the “Effective Date”), amends that certain (i) Senior Secured Convertible Promissory Note in the principal amount of $18,150,000, dated February 10, 2025 and amended on April 9, 2025 and April 10, 2025 (the “Promissory Note”), by and between Red Cat Holdings, Inc., a Nevada corporation (the “Company”), and Lind Global Asset Management XI LLC, a Delaware limited liability company (the “Lind XI”); (ii) Common Stock Purchase Warrant to purchase up to 1,000,000 shares of the Company’s common stock, issued from the Company to Lind XI on February 10, 2025 and amended on April 9, 2025 and April 10, 2025 (the “2025 Warrant”) and (iii) Common Stock Purchase Warrant to purchase up to 326,000 shares of the Company’s common stock, issued from the Company to Lind Gl