Exhibit 10.1


 


RED CAT HOLDINGS,
INC.


INDEMNIFICATION AGREEMENT


THIS INDEMNIFICATION AGREEMENT (the “Agreement”)
is made and entered into as of September __, 2021, between Red Cat Holdings, Inc., a Nevada corporation (the “Company”), and
(“Indemnitee”).


 


 


RECITALS


A.
Highly competent persons have become more reluctant to serve corporations as directors and officers or in other capacities unless they
are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against
them arising out of their service to and activities on behalf of the corporation;


B.
The Board of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals,
the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company
and its subsidiaries from certain liabilities. Although the furnishing of such insurance has been a customary and widespread practice
among United States-based corporations and other business enterprises, the Company believes that, given current market conditions and
trends, such insurance may be available to it in the future only at higher premiums and with more exclusions. At the same time, directors,
officers, and other persons in service to corporations or business enterprises are being increasingly subjected to expensive and time-consuming
litigation relating to, among other things, matters that traditionally would have been brought only against the Company or business enterprise
itself. Chapter 78 of the Nevada Revised Statutes (the “NRS”), the Amended and Restated Articles of Incorporation of the Company
(the “Articles”) and the Amended and Restated Bylaws of the Company (the “Bylaws”) authorize indemnification of
the directors and officers of the Company who were or are a party to, or are threatened to be made a party to, or are otherwise involved
in, any Proceeding (as hereinafter defined), by reason of the fact that he or she is or was a director or officer of the Company or member,
manager or managing member of a predecessor limited liability company or affiliate of such limited liability company or is or was serving
in any capacity at the request of the Company as a director, officer, employee, agent, partner, member, manager, managing partner or fiduciary
of, or in any other capacity for, another corporation or any partnership, joint venture, trust, or other enterprise. The NRS expressly
provides that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts may be entered
into between the Company and persons acting on behalf of the Company with respect to indemnification.


		C.	The uncertainties relating to such insurance and to indemnification may increase the difficulty of attracting
and retaining such persons.



D.
The Board has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of
the Company’s stockholders and that the Company should act to assure such persons that there will be increased certainty of such
protection in the future.


E.
It is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, and to advance expenses on behalf
of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from
undue concern that they will not be so indemnified.


F.
This Agreement is a supplement to and in furtherance of any indemnification provisions in the Articles and/or the Bylaws of the Company
and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of
Indemnitee thereunder.


G.
Indemnitee does not regard the protection available under the NRS, the Bylaws and insurance as adequate in the present circumstances,
and may not be willing to serve as an officer or a director without adequate protection, and the Company desires Indemnitee to serve in
such capacity. Indemnitee is willing to serve, continue to serve and to take on additional services for or on behalf of the Company on
the condition that he or she be so indemnified.


 


NOW, THEREFORE, in consideration of Indemnitee’s
agreement to serve as an officer or director from and after the date of this Agreement, the parties hereto agree as follows:


 


 


AGREEMENT


1. Indemnity
of Indemnitee. The Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by law, as such may
be amended from time to time. In furtherance of the foregoing indemnification, and without limiting the generality thereof:


(a) 
Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled
to the rights of indemnification provided in this Section l(a) if, by reason of his or her Corporate Status (as hereinafter defined),
Indemnitee was or is a party, or is threatened to be made a party, to any Proceeding (as hereinafter defined) other than a Proceeding
by or in the right of the Company. Pursuant to this Section 1(a), the Company shall indemnify Indemnitee against all Expenses (as hereinafter
defined), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her, or on his or her behalf, in
connection with such Proceeding or any claim, issue or matter therein, if Indemnitee either (i) is not liable pursuant to NRS 78.138,
or (ii) acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company,
and with respect to any criminal Proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful.


(b) 
Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification
provided in this Section 1(b) if, by reason of his or her Corporate Status, Indemnitee is, or is threatened to be made, a party to or
participant in any Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 1(b),
the Company shall indemnify Indemnitee against all Expenses and




    	 



    	 



    

amounts paid in settlement actually and reasonably incurred
by Indemnitee, or on Indemnitee’s behalf, in connection with such Proceeding or any claim, issue or matters therein, if Indemnitee
either (i) is not liable pursuant to NRS 78.138, or (ii) acted in good faith and in a manner Indemnitee reasonably believed to be in or
not opposed to the best interests of the Company; provided, however, if applicable law so provides, no indemnification against
such Expenses or other amounts shall be made in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged
by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the Company or for amounts paid in settlement
to the Company, unless and only to the extent that the court in which the Proceeding was brought or other court of competent jurisdiction
shall determine that in view of all the circumstances in the case, Indemnitee is fairly and reasonably entitled to indemnity for such
expenses as the court deems proper.


(c) 
Termination of Proceeding. The termination of any Proceeding by judgment, order, settlement, conviction
or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person is liable pursuant to
NRS 78.138 or did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests
of the corporation, or that, with respect to any criminal action or proceeding, he or she had reasonable cause to believe that the conduct
was unlawful.


(d) 
Indemnification for Expenses of a Successful Party. Notwithstanding any other provision of this Agreement,
to the extent that Indemnitee is, by reason of his or her Corporate Status, a party to and is successful, on the merits or otherwise,
in any Proceeding, the Company shall indemnify Indemnitee to the maximum extent permitted by law, as such may be amended from time to
time, against all Expenses actually and reasonably incurred by him or her in connection with the defense of the Proceeding. If Indemnitee
is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims,
issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by
him or her, or on his or her behalf, in connection with each successfully resolved claim, issue or matter. For purposes of this Section
and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall
be deemed to be a successful result as to such claim, issue or matter.


2. Additional Indemnity. In addition
to, and without regard to any limitations on, the indemnification provided for in Section 1 of this Agreement, the Company shall and hereby
does indemnify and hold harmless Indemnitee, to the fullest extent permitted by law, as may be amended from time to time, against all
Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her, or on his or her behalf, if,
by reason of his or her Corporate Status, he or she was or is a party, or is threatened to be made a party, to any Proceeding (including
a Proceeding by or in the right of the Company), including, without limitation, all liability arising out of the simple or gross negligence,
recklessness, or active or passive wrongdoing of Indemnitee. The only limitation that shall exist upon the Company’s obligations
pursuant to this Agreement shall be that the Company shall not be obligated to make any payment to Indemnitee that is finally determined
(under the procedures, and subject to the presumptions, set forth in Section 6 and Section 7 hereof) to be unlawful.


		3.	Contribution.1



(a) 
Whether or not the indemnification provided in Section 1 and Section 2 hereof is available, in respect
of any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding), the Company shall
pay the entire amount of any judgment or settlement of such Proceeding without requiring Indemnitee to contribute to such payment and
the Company hereby waives and relinquishes any right of contribution it may have against Indemnitee. The Company shall not enter into
any settlement of any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding) unless
such settlement provides for a full and final release of all claims asserted against Indemnitee.


(b) 
Without diminishing or impairing the obligations of the Company set forth in the preceding subparagraph,
if, for any reason, Indemnitee shall elect or be required to pay all or any portion of any judgment or settlement in any Proceeding in
which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding), the Company shall contribute to the amount
of Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred and paid or payable by Indemnitee in proportion
to the relative benefits received by the Company and all officers, directors or employees of the Company, other than Indemnitee, who are
jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, from the
transaction from which such Proceeding arose; provided, however, that the proportion determined on the basis of relative benefit
may, to the extent necessary to conform to law, be further adjusted by reference to the relative fault of the Company and all officers,
directors or employees of the Company other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such Proceeding),
on the one hand, and Indemnitee, on the other hand, in connection with the events that resulted in such expenses, judgments, fines or
settlement amounts, as well as any other equitable considerations which applicable law may require to be considered. The relative fault
of the Company and all officers, directors or employees of the Company, other than Indemnitee, who are jointly liable with Indemnitee
(or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, shall be determined by reference to, among
other things, the degree to which their actions were motivated by intent to gain personal profit or advantage, the degree to which their
liability is primary or secondary and the degree to which their conduct is active or passive.


(c) 
The Company hereby agrees to fully indemnify and hold Indemnitee harmless from any claims of contribution
which may be brought by officers, directors or employees of the Company, other than Indemnitee, who may be jointly liable with Indemnitee.


(d) 
To the fullest extent permissible under applicable law, if the indemnification provided for in this
Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to
the amount incurred by Indemnitee, whether for judgments, fines, amounts paid or to be paid in settlement and/or for Expenses, in connection
with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of
all of the circumstances of such Proceeding in order to reflect (i) the relative


 





 




    	 



    	 



    

benefits received by the Company and Indemnitee as a result
of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company (and its directors,
officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).


(e) 
The Company hereby acknowledges that Indemnitee may have rights to indemnification for payment of
the judgment or settlement amount provided by another entity (“Other Indemnitor(s)”). The Company agrees with Indemnitee that
the Company is the indemnitor of first resort of Indemnitee with respect to matters for which indemnification is provided under this Agreement
and that the Company will be obligated to make all payments due to or for the benefit of Indemnitee under this agreement without regard
to any rights that Indemnitee may have against the Other Indemnitor(s). The Company hereby waives any equitable rights to contribution
or indemnification from the Other Indemnitor in respect of any amounts paid to Indemnitee hereunder. The Company further agrees that no
payment of Expenses or losses by the Other Indemnitor(s) to or for the benefit of Indemnitee shall affect the obligations of the Company
hereunder, and that the Company shall be obligated to repay the Other Indemnitor(s) for all amounts so paid or reimbursed to the extent
that the Company has an obligation to indemnify Indemnitee for such Expenses or losses hereunder.


4. Indemnification for Expenses of
a Witness. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee, by reason of his or her Corporate Status,
is a witness, or is made (or asked) to respond to discovery requests or otherwise asked to participate in any Proceeding to which Indemnitee
is not a party, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or her, or on his
or her behalf, in connection therewith.


5. Advancement of Expenses. Notwithstanding
any other provision of this Agreement, the Company shall advance all Expenses incurred by or on behalf of Indemnitee in connection with
defending any Proceeding within thirty (30) days after the receipt by the Company of a statement or statements from Indemnitee requesting
such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements
shall reasonably evidence the Expenses incurred by Indemnitee and, if required by law at the time of such advance. Indemnitee shall also
submit an undertaking by or on behalf of Indemnitee to repay any Expenses advanced if it shall ultimately be determined by a court of
competent jurisdiction that Indemnitee is not entitled to be indemnified by the Company against such Expenses. Any advances and undertakings
to repay pursuant to this Section 5 shall be unsecured and interest free. In furtherance of the foregoing, Indemnitee hereby undertakes
to repay such amounts advanced only if, and to the extent that, it shall ultimately be determined by a court of competent jurisdiction
that Indemnitee is not entitled to be indemnified by the Company as authorized by this Agreement.


6. Procedures and Presumptions for
Determination of Entitlement to Indemnification. It is the intent of this Agreement to secure for Indemnitee rights of indemnity that
are as favorable as may be permitted under the NRS and public policy of the State of Nevada. Accordingly, the parties agree that the following
procedures and presumptions shall apply in the event of any question as to whether Indemnitee is entitled to indemnification under this
Agreement:


(a) 
To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request,
including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary
to determine whether and to what extent Indemnitee is entitled to indemnification. The [Secretary of the Company]2 shall, promptly
upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee has requested indemnification. Notwithstanding
the foregoing, any failure of Indemnitee to provide such a request to the Company, or to provide such a request in a timely fashion, shall
not relieve the Company of any liability that it may have to Indemnitee unless, and to the extent that, the Company is actually and materially
prejudiced as a direct result of such failure.


(b) 
Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 6(a)
hereof, a determination with respect to Indemnitee’s entitlement thereto shall be made in the specific case by one of the following
three methods, which shall be at the election of the Board:


(i) by a majority vote of a quorum consisting of Disinterested
Directors (as hereinafter defined), (ii) if a majority vote of a quorum consisting of Disinterested Directors so orders, or if a quorum
of Disinterested Directors cannot be obtained, by Independent Counsel (as hereinafter defined) in a written opinion to the Board, a copy
of which shall be delivered to Indemnitee, or (iii) by the stockholders of the Company.


(c) 
Notwithstanding anything to the contrary set forth in this Agreement, if a request for indemnification
is made after a Change in Control, at the election of Indemnitee made in writing to the Company, and if the Board by a majority vote of
a quorum consisting of Disinterested Directors orders the determination of Indemnitee’s entitlement to indemnification to be made
by an Independent Counsel, or if a quorum of Disinterested Directors cannot be obtained, any determination required to be made pursuant
to Section 6(b) above as to whether Indemnitee is entitled to indemnification shall be made by Independent Counsel selected as provided
in this Section 6(c). 3The Independent Counsel shall be selected by Indemnitee, unless Indemnitee shall request that such selection
be made by the Board. The party making the selection shall give written notice to the other party advising it of the identity of the Independent
Counsel so selected. The party receiving such notice may, within seven (7) days after such written notice of selection shall have been
given, deliver to the other party a written objection to such selection. Such objection may be asserted only on the ground that the Independent
Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 13 hereof, and the objection
shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall
act as Independent Counsel. If a written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless
and until a court has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a
written request for indemnification pursuant to Section 6(a) hereof, no Independent Counsel shall have been selected (or, if selected,
such selection shall have been objected to) in accordance with this paragraph, then either the Company or Indemnitee may petition the
courts of the State of Nevada or other court of competent jurisdiction for resolution of any objection which shall have been made by the
Company or Indemnitee to the other’s selection of Independent Counsel


 





 




    	 



    	 



    

and/or for the appointment as Independent Counsel of
a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection
is favorably resolved or the person so appointed shall act as Independent Counsel under Section 6(c) hereof. The Company shall pay any
and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to
Section 6(b) hereof. The Company shall pay any and all reasonable and necessary fees and expenses incident to the procedures of this Section
6(c), regardless of the manner in which such Independent Counsel was selected or appointed.


(d) 
If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant
to Section 6(b) hereof, the Independent Counsel shall be selected as provided in this Section 6(d). The Independent Counsel shall be selected
by the Board. Indemnitee may, within ten (10) days after such written notice of selection shall have been given, deliver to the Company
a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent
Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 13 of this Agreement, and
the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person
so selected shall act as Independent Counsel. If a written objection is made and substantiated, the Independent Counsel selected may not
serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit.
If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 6(a) hereof, no
Independent Counsel shall have been selected (or, if selected, such selection shall have been objected to) in accordance with this paragraph,
then either the Company or Indemnitee may petition the appropriate courts of the State of Nevada or other court of competent jurisdiction
for resolution of any objection which shall have been made by Indemnitee to the Company’s selection of Independent Counsel and/or
for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and
the person with respect to whom an objection is favorably resolved or the person so appointed shall act as Independent Counsel under Section
6(b) hereof. The Company shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel
in connection with acting pursuant to Section 6(b) hereof, and the Company shall pay any and all reasonable fees and expenses incident
to the procedures of this Section 6(d), regardless of the manner in which such Independent Counsel was selected or appointed.


(e) 
In making a determination with respect to entitlement to indemnification hereunder, the person or
persons or entity making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement. Anyone
seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. Neither
the failure of the Company (including by its directors or independent legal counsel) to have made a determination prior to the commencement
of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable
standard of conduct, nor an actual determination by the Company (including by its directors or independent legal counsel) that Indemnitee
has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met
the applicable standard of conduct.


(f) 
Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the
records or books of account of the Enterprise (as hereinafter defined), including financial statements, or on information supplied to
Indemnitee by the officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or on
information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other
expert selected with reasonable care by the Enterprise. In addition, the knowledge and/or actions, or failure to act, of any director,
officer, agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification
under this Agreement. Whether or not the foregoing provisions of this Section 6(f) are satisfied, it shall in any event be presumed that
Indemnitee has at all times acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests
of the Company. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing
evidence. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled
to indemnification, including a description of any reason or basis for which indemnification has been denied.


(g) 
Notwithstanding anything to the contrary set forth in this Agreement, if the person, persons or entity
empowered or selected under Section 6 to determine whether Indemnitee is entitled to indemnification shall not have been appointed or
shall not have made a determination within sixty (60) days after receipt by the Company of the request therefor, the requisite determination
of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be entitled to such indemnification, unless the
Company establishes by written opinion of Independent Counsel that (i) a misstatement by Indemnitee of a material fact, or an omission
of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification,
or (ii) a prohibition of such indemnification under applicable law; provided, however, that such 60- day period may be extended
for a reasonable time, not to exceed an additional thirty (30) days, if the person, persons or entity making such determination with respect
to entitlement to indemnification in good faith requires such additional time to obtain or evaluate documentation and/or information relating
thereto; and provided, further, that the foregoing provisions of this Section 6(g) shall not apply if the determination of entitlement
to indemnification is to be made by the stockholders pursuant to Section 6(b) of this Agreement and if (A) within fifteen (15) days after
receipt by the Company of the request for such determination, the Disinterested Directors resolve as required by Section 6(b)(iii) of
this Agreement to submit such determination to the stockholders for their consideration at an annual meeting thereof to be held within
seventy-five (75) days after such receipt and such determination is made thereat, or (B) a special meeting of stockholders is called within
fifteen (15) days after such receipt for the purpose of making such determination, such meeting is held for such purpose within sixty
(60) days after having been so called and such determination is made thereat.


(h)
Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement
to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information
which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary
to such determination. Any Independent Counsel or member of the Board or stockholder of the Company shall act reasonably and in good faith
in making a determination regarding Indemnitee’s entitlement to indemnification under this Agreement. Any costs or expenses (including
attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination
shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company
hereby indemnifies and agrees to hold Indemnitee harmless therefrom.




    	 



    	 



    

(i) 
The Company acknowledges that a settlement or other disposition, including a conviction or a plea
of nolo contendere, short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and
uncertainty. In the event that any Proceeding to which Indemnitee is a party is resolved in any manner other than by adverse judgment
against Indemnitee (including, without limitation, settlement of such Proceeding with or without payment of money or other consideration)
it shall be presumed that Indemnitee has been successful on the merits or otherwise in such Proceeding nor will it create a presumption
that Indemnitee did not act in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Company
or that, with respect to any criminal Proceeding, Indemnitee had reasonable cause to believe that his or her conduct was unlawful. Anyone
seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.


(j) 
The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement
or conviction, or upon a plea of nolo contendere or its equivalent, shall not of itself adversely affect the right of Indemnitee to indemnification
or create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not
opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe
that his or her conduct was unlawful.


		7.	Remedies of Indemnitee.



(a) 
In the event that (i) a determination is made pursuant to Section 6 of this Agreement that Indemnitee
is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 of this
Agreement, (iii) no determination of entitlement to indemnification is made pursuant to Section 6(b) or Section 6(c) of this Agreement
within sixty (60) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant
to this Agreement within ten (10) days after receipt by the Company of a written request therefor or (v) payment of indemnification is
not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such determination
is deemed to have been made pursuant to Section 6 of this Agreement, Indemnitee shall be entitled to an adjudication of Indemnitee’s
entitlement to such indemnification or advancement of expenses either, at Indemnitee’s sole option, in (1) an appropriate court
of the State of Nevada, or any other court of competent jurisdiction, or (2) an arbitration to be conducted by a single arbitrator, selected
by mutual agreement of the Company and Indemnitee, pursuant to the rules of the American Arbitration Association. The Company shall not
oppose Indemnitee’s right to seek any such adjudication.


(b) 
In the event that a determination shall have been made pursuant to Section 6(b) or Section 6(c) of
this Agreement that Indemnitee is not entitled to indemnification, (i) any judicial proceeding or arbitration commenced pursuant to this
Section 7 shall be conducted in all respects de novo on the merits, and Indemnitee shall not be prejudiced by reason of the adverse determination
under Section 6(b) or Section 6(c); and (ii) in any such judicial proceeding or arbitration, the Company shall have the burden of proving
that Indemnitee is not entitled to indemnification under this Agreement.


(c) 
If a determination shall have been made pursuant to Section 6(b) or Section 6(c), or shall have been
deemed to have been made pursuant to Section 6(g), of this Agreement that Indemnitee is entitled to indemnification, the Company shall
be obligated to pay the amounts constituting such indemnification within five (5) days after such determination has been made or has been
deemed to have been made and shall be conclusively bound by such determination in any judicial proceeding commenced pursuant to this Section
7, unless the Company establishes by written opinion of Independent Counsel that (i) a misstatement by Indemnitee of a material fact,
or an omission of a material fact necessary to make Indemnitee’s misstatement not materially misleading in connection with the request
for indemnification, or (ii) a prohibition of such indemnification under applicable law.


(d) 
In the event that Indemnitee, pursuant to this Section 7, seeks a judicial adjudication of, or an
award in arbitration to enforce, his or her rights under, or to recover damages for breach of, this Agreement, or to recover under any
directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay to him or her, or on
his or her behalf, in advance, and shall indemnify him or her against, any and all expenses (of the types described in the definition
of Expenses in Section 13 of this Agreement) actually and reasonably incurred by him or her in such judicial adjudication or arbitration,
regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of expenses or insurance
recovery.


(e) 
The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced
pursuant to this Section 7 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate
in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. The Company shall indemnify
Indemnitee against any and all Expenses and, if requested by Indemnitee, shall (within ten (10) days after receipt by the Company of a
written request therefore) advance, to the extent not prohibited by law, such expenses to Indemnitee, which are incurred by Indemnitee
in connection with any action brought by Indemnitee for indemnification or advance of Expenses from the Company under this Agreement or
under any directors’ and officers’ liability insurance policies maintained by the Company, regardless of whether Indemnitee
ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recovery, as the case may be.


		8.	Non-Exclusivity; Survival of Rights; Insurance; Subrogation.



(a) 
The rights of indemnification and advancement of expenses as provided by this Agreement shall not
be deemed exclusive of, and shall be in addition to, any other rights to which Indemnitee may at any time be entitled under applicable
law, the Articles or the Bylaws of the Company, any agreement, a vote of stockholders, a resolution of directors or otherwise, and nothing
in this Agreement shall diminish or otherwise restrict Indemnitee’s rights to indemnification or advancement of expenses under any
of the foregoing. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of
Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his or her Corporate Status prior to such
amendment, alteration or repeal. To the extent that a change in the NRS, whether by statute or judicial decision, permits greater indemnification
than would be afforded currently under the Articles, the Bylaws and this Agreement, it is the intent of the parties hereto that Indemnitee
shall enjoy by this Agreement the greater benefits so afforded by such change and Indemnitee shall be deemed to have such greater benefits
hereunder. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy
shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity




    	 



    	 



    

or otherwise. The assertion or employment of any right
or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy. The Company
shall not adopt any amendments to its Articles or Bylaws, the effect of which would be to deny, diminish or encumber Indemnitee’s
right to indemnification or advancement of expenses under this Agreement, any other agreement or otherwise.


(b) 
To the extent that the Company maintains an insurance policy or policies providing liability insurance
for directors, officers, employees, or agents or fiduciaries of the Company or of any other corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise that such person serves at the request of the Company, Indemnitee shall be covered by such policy
or policies in accordance with its or their terms to the maximum extent of the coverage available for any director, officer, employee,
agent or fiduciary under such policy or policies. If, at the time of the receipt of a notice of a claim pursuant to the terms hereof,
the Company has director and officer liability insurance in effect, the Company shall give prompt notice of the commencement of such Proceeding
to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary
or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance
with the terms of such policies.


(c) 
In the event of any payment under this Agreement, the Company shall be subrogated to the extent of
such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure
such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights (with all
of Indemnitee’s reasonable expenses, including, without limitation, attorneys’ fees and charges, related thereto to be reimbursed
by or, at the option of Indemnitee, advanced by the Company).


(d) 
The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable
hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement
or otherwise.


(e) 
The Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee who is or
was serving at the request of the Company as a director, officer, employee or agent of any other corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise shall be reduced by any amount Indemnitee has actually received as indemnification or
advancement of expenses from such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.


9. Exception to Right of Indemnification.
Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection
with any claim made against Indemnitee:


(a) 
for which payment has actually been made to or on behalf of Indemnitee under any insurance policy
or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision;
or


(b) 
for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee
of securities of the Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or similar provisions of state statutory law or common law;


(c) 
for any reimbursement of the Company by Indemnitee of any bonus or other incentive-based or equity-based
compensation or of any profits realized by Indemnitee from the sale of securities of the Company, as required in each case under the Exchange
Act (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the Sarbanes-Oxley
Act of 2002 (the “Sarbanes- Oxley Act”), or the payment to the Company of profits arising from the purchase and sale by Indemnitee
of securities in violation of Section 306 of the Sarbanes-Oxley Act);


(d) 
for any reimbursement of the Company by Indemnitee of any compensation pursuant to any compensation
recoupment or clawback policy adopted by the Board or the compensation committee of the Board, including but not limited to any such policy
adopted to comply with stock exchange listing requirements implementing Section 10D of the Exchange Act; or


(e) 
in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including
any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other
indemnitees, unless (i) the Board of the Company authorized the Proceeding (or such part of the Proceeding) prior to its initiation or
(ii) the Company indemnifies Indemnitee, in its sole discretion, independently of this Agreement pursuant to the powers vested in the
Company under applicable law.


10. Retroactive Effect; Duration of
Agreement; Successors and Binding Agreement. All agreements and obligations of the Company contained herein shall be deemed to have become
effective upon the date Indemnitee first had Corporate Status; shall continue during the period Indemnitee has Corporate Status; and shall
continue thereafter so long as Indemnitee may be subject to any Proceeding (or any action commenced under Section 7 hereof) by reason
of his or her Corporate Status, whether or not he or she is acting or serving in any such capacity at the time any liability or expense
is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit
of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger,
consolidation, reorganization or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs,
executors and personal and legal representatives. The Company shall require any such successor to all or substantially all of the business
or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and his or her counsel, expressly to assume and
agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession
had taken place. Except as otherwise set forth in this Section 10, this Agreement shall not be assignable or delegable by the Company.


11. Security. To the extent requested
by Indemnitee and approved by the Board of the Company, the Company may at any time and from time to time provide security to Indemnitee
for the Company’s obligations hereunder through an irrevocable bank line of credit, funded trust or other collateral. Any such security,
once provided to Indemnitee, may not be revoked or released without the prior written consent of Indemnitee.


		12.	Enforcement.





    	 



    	 



    

(a) 
The Company expressly confirms and agrees that it has entered into this Agreement and assumes the
obligations imposed on it hereby in order to induce Indemnitee to serve, or continue to serve, as an officer or a director of the Company,
and the Company acknowledges that Indemnitee is relying upon this Agreement in serving or continuing to serve as an officer or a director
of the Company.


(b) 
This Agreement constitutes the entire agreement between the parties hereto with respect to the subject
matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect
to the subject matter hereof.


		13.	Definitions. For purposes of this Agreement:



		(a)	“Change in Control” means the occurrence of any one of the following events:



(i) 
any “person” (as such term is defined in Section 3(a)(9) of the Exchange Act and as used
in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes a “beneficial owner” (as defined in Rule 13d-3 under
the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the combined voting power of the Company’s
then outstanding securities eligible to vote for the election of the Board (the “Company Voting Securities”), other than any
Permitted Class C Owner (as such term is defined in the Articles); provided, however, that the event described in this paragraph
(i) shall not be deemed to be a Change in Control by virtue of any of the following acquisitions: (A) by the Company or any subsidiary;


(B) by any employee benefit plan (or related trust) sponsored
or maintained by the Company or any subsidiary; (C) by any underwriter temporarily holding securities pursuant to an offering of such
securities; (D) pursuant to a Non-Control Transaction (as defined in paragraph (iii) below); or (E) a transaction (other than one described
in paragraph (iii) below) in which Company Voting Securities are acquired from the Company, if a majority of the Incumbent Board (as defined
in paragraph (ii) below) approves a resolution providing expressly that the acquisition pursuant to this clause (E) does not constitute
a Change in Control under this paragraph (i);


(ii) 
individuals who, as of the date of this Agreement, constitute the Board (the “Incumbent Board”)
cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date of
this Agreement, whose election or nomination for election was approved by a vote of at least two-thirds of the directors comprising the
Incumbent Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee
for director, without objection to such nomination) shall be considered a member of the Incumbent Board (other than any individual designated
by a person who has entered into an agreement with the Company to effect a transaction described in Sections 13(a)(i), (iii), (iv) or
(v));


(iii) 
the consummation of a merger, consolidation, share exchange or similar form of corporate transaction
involving the Company or any of its subsidiaries that requires the approval of the Company’s stockholders (whether for such transaction
or the issuance of securities in the transaction or otherwise) (a “Reorganization”), unless immediately following such Reorganization
more than 50% of the total combined voting power of the entity that controls, directly or indirectly, the entity resulting from such Reorganization
(the “Surviving Company”) is represented by Company Voting Securities that were outstanding immediately prior to such Reorganization
(or, if applicable, is represented by shares into which such Company Voting Securities were converted pursuant to such Reorganization),
and with the power to elect at least a majority of the board of directors or other governing body of such Surviving Company (a “Non-Control
Transaction”);


		(iv)	the stockholders of the Company approve a plan of complete liquidation or dissolution; or



(v) 
the consummation of a sale (or series of sales) of all or substantially all of the assets of the Company
and its subsidiaries to an entity that is not an affiliate of the Company.


 


Notwithstanding the foregoing, a Change in Control shall
not be deemed to occur solely because any person acquires beneficial ownership of 30% or more of the Company Voting Securities as a result
of the acquisition of Company Voting Securities by the Company which reduces the number of Company Voting Securities outstanding; provided
that, if after such acquisition by the Company such person becomes the beneficial owner of additional Company Voting Securities that increases
the percentage of outstanding Company Voting Securities beneficially owned by such person, a Change in Control shall then occur.4


(b) 
“Corporate Status” means the fact that a person is or was a director, officer, employee
or fiduciary of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise.


(c) 
“Disinterested Director” means a director of the Company who is not and was not a party
to the Proceeding in respect of which indemnification is sought by Indemnitee.


(d) 
“Enterprise” shall mean the Company and any other corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise that Indemnitee is or was serving at the express written request of the Company as a
director, officer, trustee, partner, manager, managing member, employee, agent or fiduciary.


(e) 
“Expenses” shall include all reasonable attorneys’ fees, retainers, court costs,
transcript costs, fees of experts and other professionals, witness fees, travel expenses, duplicating costs, printing and binding costs,
telephone charges, postage, delivery service fees, ERISA excise taxes and penalties, and all other disbursements or expenses of the types
customarily incurred or actually incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating,
participating, or being or preparing to be a witness in a Proceeding, or responding to, or objecting to, a request to provide discovery
in a Proceeding. Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding, including,
without limitation, the premium, security for, and other costs relating to any cost bond, supersede as bond, or other appeal bond or its
equivalent. Should any payments by the Company to or for the account of Indemnitee under this Agreement be determined to be subject to
any federal, state or local income or excise tax, Expenses shall also include such amounts as are necessary to place Indemnitee in the
same after-tax position (after


 





 




    	 



    	 



    

giving effect to all applicable taxes) Indemnitee would
have been in had no such tax been determined to apply to those payments. The parties agree that for the purposes of any advancement of
Expenses for which Indemnitee has made written demand to the Company in accordance with this Agreement, all Expenses included in such
demand that are certified by affidavit of Indemnitee’s counsel as being reasonable in the good faith judgment of such counsel shall
be presumed conclusively to be reasonable. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount
of judgments or fines against Indemnitee.


(f) 
“Independent Counsel” means a law firm, or a member of a law firm, that is experienced
in matters of corporation law and neither presently is, nor in the past five (5) years has been, retained to represent: (i) the Company
or Indemnitee in any matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement,
or of other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for
indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who,
under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company
or Indemnitee in an action to determine Indemnitee’s rights under this Agreement. The Company agrees to pay the reasonable fees
of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Expenses, claims, liabilities and
damages arising out of or relating to this Agreement or its engagement pursuant hereto.


(g) 
“Proceeding” includes any threatened, pending or completed action, suit, claim, counterclaim,
cross claim, arbitration, mediation, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other
actual, threatened or completed proceeding, whether brought by or in the right of the Company or otherwise and whether civil, criminal,
administrative, legislative or investigative (formal or informal); in each case whether or not Indemnitee’s Corporate Status existed
at the time any liability or expense is incurred for which indemnification can be provided under this Agreement; including one pending
on or before the date of this Agreement, but excluding one initiated by an Indemnitee pursuant to Section 7 of this Agreement to enforce
his or her rights under this Agreement.


14. Severability. The invalidity or
unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision. Without limiting
the generality of the foregoing, this Agreement is intended to confer upon Indemnitee indemnification rights to the fullest extent permitted
by applicable laws. In the event any provision hereof conflicts with any applicable law, such provision shall be deemed modified, consistent
with the aforementioned intent, to the extent necessary to resolve such conflict.


15. Modification and Waiver. No supplement,
modification, termination or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No
waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether
or not similar) nor shall such waiver constitute a continuing waiver.


16. Notice by Indemnitee. Indemnitee
agrees promptly to notify the Company in writing upon being served with or otherwise receiving any summons, citation, subpoena, complaint,
indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification covered hereunder.
The failure to so notify the Company shall not relieve the Company of any obligation which it may have to Indemnitee under this Agreement
unless, and only to the extent that, the Company is actually and materially prejudiced as a direct result of such delay or failure.


		17.	Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing
and shall be deemed effectively given:



(a) upon personal delivery to the party to be notified,
(b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, and if not so confirmed,
then on the next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage
prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification
of receipt. All communications shall be sent:


		(a)	To Indemnitee at the address set forth below Indemnitee’s signature hereto.



		(b)	To the Company at:



Red Cat Holdings, Inc.


607 Ponce de Leon Ave, Suite 407 San Juan, PR 852515


Attention:  Email:


 


or to such other address as may have been furnished to Indemnitee
by the Company or to the Company by Indemnitee, as the case may be.


18. Counterparts. This Agreement
may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one
and the same Agreement. Executed counterparts may be delivered by facsimile and shall be deemed an original, but all of such counterparts
together shall constitute one and the same instrument.


19. Headings. The headings of the
paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect
the construction thereof.


20. Successors and Assigns. The terms
of this Agreement shall be binding upon the Company and its successors and assigns and shall inure to the benefit of Indemnitee and Indemnitee’s
spouse, assigns, heirs, devisees, executors, administrators and other legal representatives.


21. Governing Law and Consent to
Jurisdiction. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance
with, the laws of the State of Nevada, without regard to its conflict of laws rules. The Company and Indemnitee hereby


 





 


5 Note to Draft: This is pulled from
the cover of the Company’s most recent 10-K, but please note that it does not match the current address listed in the bylaws. Company
to please confirm.


 


 




    	 



    	 



    

irrevocably and unconditionally (i) agree that any action
or proceeding arising out of or in connection with this Agreement (other than an arbitration pursuant to Section 7 hereof) shall be brought
only in the appropriate court of the State of Nevada (the “Nevada Court”), and not in any other state or federal court in
the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Nevada Court
for purposes of such action or proceeding, (iii) waive any objection to the laying of venue of any such action or proceeding in the Nevada
Court, and


(iv) waive, and agree not to plead or to make, any claim
that any such action or proceeding brought in the Nevada Court has been brought in an improper or inconvenient forum.


 


(Signature page follows)




    	 



    	 



    

IN WITNESS WHEREOF, the parties hereto have executed this Agreement
on and as of the day and year first above written.


 


COMPANY:


 


RED CAT HOLDINGS, INC.


 


By: Name:


Title: CEO


 


 


INDEMNITEE:


 


By:


 


Name:


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


[Signature Page to Indemnification
Agreement]