Exhibit 10.1

Share purchase agreement

Each person listed in column 1 of the table in Schedule 1

Unusual Machines, Inc.

Jason Philip Vella

Contents

Date

Parties

Each person listed in column 1 of the table in Schedule 1 (each a Seller and together the Sellers)

Unusual Machines, Inc. of 4677 LB McLeod Road, Suite J, Orlando, FL 32811 (Buyer)

Jason Philip Vella of Unit 6, 88 Dooring Street, Dickson ACT 2602 (the Guarantor)

Recitals

Operative provisions

In this Agreement, unless the contrary intention appears:

Accounting Standards means:

Accounts means:

Accounts Date means 31 March 2025;

Agreement means this share purchase agreement and any schedules and annexures to it;

Anti-Bribery and Corruption Warranties means the warranties that comprise Warranty 32 of Schedule 3;

Anti-Corruption Law means any Law relating to bribery or corruption or which prohibits the corrupt payment, offer, promise or authorisation of any payment or transfer of anything of value (including gifts or entertainment), directly or indirectly, to any person;

ASIC means the Australian Securities and Investments Commission;

Associate means, in relation to a person (First Person):

Authorisation means all declarations, consents, approvals, permits, licences, authorisations, exemptions, filings, registrations, accreditations, certification and waivers from or by a Governmental Agency;

Business means the business carried on by the Group at the date of this Agreement, or the Completion Date (as the case requires), being, on the date of this Agreement, the design and manufacture of electric motors for propulsion applications in uncrewed aerial systems;

Business Day means a day that is not a Saturday, Sunday, public holiday or bank holiday in Canberra, Australian Capital Territory;

Buyer Warranty means each of the warranties given under clause 15;

Claim means any claim, demand, action, proceedings or cause of action arising out of, or in connection with, this Agreement (and whether under contract, tort, common law or statute);

Claim Notice has the meaning given to that term in clause 10.7(a);

Company means Rotor Lab Pty Ltd ACN 660 451 696, details of which are set out in Schedule 2;

Completion means completion of the sale and purchase of the Sale Shares contemplated by this Agreement (and shall be synonymous with ‘closing’ of the transaction);

Completion Date means the date which is five Business Days after the last Condition is satisfied or waived (as applicable) or such other date as agreed between the Sellers and the Buyer in writing;

Condition has the meaning given to that term in clause 2.1;

Confidential Information means:

other than information that:

Consequential Loss means any indirect Loss which is loss of opportunity, loss of goodwill, loss of business reputation, loss of future reputation or adverse publicity or damage to credit rating, loss or corruption of data or information, loss or damage arising from business interruption or increased operating costs, special, exemplary, punitive or incidental damages, in each case, whether arising in contract, tort (including negligence) statute or otherwise, and whether or not such loss or damage was foreseeable or contemplated by the parties at the date of this Agreement, but does not mean:

Contract means any deed, agreement, arrangement, understanding, undertaking or commitment (whether or not in writing);

Control has the meaning given to that term in section 50AA of the Corporations Act;

Corporations Act means the Australian Corporations Act 2001 (Cth).

Data Room means the online data room (hosted by Ansarada) for the purpose of enabling the Buyer and its Representatives to conduct due diligence investigations with respect to the Sellers and the Group;

Data Room Materials means:

Defective Product means any Product that is:

provided that the Product has not been returned due to the customer’s change of mind or immaterial defects that do not impair the Product’s function or marketability;

Disclosure Letter means the disclosure letter from the Sellers to the Buyer and delivered to the Buyer on or before the date of this Agreement;

Disclosure Material means the:

Earnout Amount means the amount calculated in accordance with clause 8.1;

Earnout Certificate has the meaning given to that term in clause 8.2(a)(ii);

Earnout Consideration means the Tranche 1 Earnout Stock and the Tranche 2 Earnout Stock;

Earnout Delivery Date has the meaning given to that term in clause 8.2(b);

Earnout Payment Date means the date that is 45 days after the end of an Earnout Period;

Earnout Period means, as applicable, each of the:

Encumbrance includes any mortgage, encumbrance, charge, lien, Security Interest, pledge, Claim, judgment, restriction against transfer, encumbrance and other third party interest;

FATA means the Australian Foreign Acquisition and Takeovers Act 1975 (Cth).

FIRB means the Foreign Investment Review Board;

FIRB Approval means:

Fundamental Warranties means the:

Government Contract means any Contract to which any Group Company and any Governmental Agency is a party;

Government Official means any:

Governmental Agency means:

Gross Revenue means gross revenues received by the Company, the Buyer or a related person of the Buyer from any worldwide sales of Products that are manufactured by:

and is to be calculated in accordance with accounting principles adopted by the Company, which for clarity post-Completion will be US generally accepted accounting principles, standards and practices. Where the aforementioned Products are not sold as standalone Products, the gross revenue of such Products will be the Prevailing Market Price at the time of manufacture for similar Products sold on a standalone basis;

Group means the Company and each subsidiary (as detailed in Schedule 2) and Group Company means any of them;

Group IP has the meaning given to that term in Warranty 15.1(a) of Schedule 3;

Group IP Licences means all Contracts under which a Group Company has been granted by the Intellectual Property Rights holder, the right to use, deal with or otherwise exploit the Intellectual Property Rights, and includes the Contracts listed in Part A of Schedule 5;

Group Licensed IP means all Intellectual Property Rights used, dealt with or otherwise exploited by any Group Company, that is not Group Owned IP and includes all the Intellectual Property Rights the subject of the Group IP Licenses;

Group Loans means the total amount of all loans or other financial accommodation advanced or made by any Group Company to any of the Sellers or any of their Associates (including all outstanding and unpaid principal and all accrued or accruing and unpaid interest) which remains unpaid as at the Completion Date;

Group Owned IP means all Intellectual Property Rights that are, or are purportedly, owned by any Group Company;

Group Privacy Commitments has the meaning given to that term in Warranty 28(c)(ii) of Schedule 3;

Group Product means any product or service (including any hardware, software, firmware, website or application) produced, manufactured, sold, provided, distributed, marketed or licensed by any Group Company or under development by any of them;

Group Registered IP means:

GST means GST as defined in the GST Act or any replacement or other relevant legislation and regulations;

GST Act means A New Tax System (Goods and Services Tax) Act 1999 (Cth);

Holding Period has the meaning given in clause 7.1(a);

ICT Infrastructure means the information and communications technology infrastructure and systems (including software, hardware, firmware, networks and websites), which are either owned by, or licensed to, any Group Company and any related security and disaster recovery arrangements;

Indemnity Claim means a Claim by the Buyer under clause 11.1, 13.2 or 21.2 (and for the avoidance of doubt, excludes a Claim under the Tax Indemnity or under clause 9.4);

Industrial Instruments has the meaning given to that term in Schedule 3 Warranty 21.7;

Initial Consideration means fully paid common stock of the Buyer with a total value of US$4.0 million, to be issued on Completion, with the number of shares to be calculated based on the average of the VWAP of the Buyer’s common stock for each of the 20 Trading Days immediately prior to the date of this Agreement as published on the Trading Market;

Insolvency Event means in respect of any person:

or the occurrence of any event that has a substantially similar effect to any of the above events under the law of any applicable jurisdiction.

Intellectual Property Rights means all present intellectual property rights conferred by statute, at common law or in equity and wherever existing, including:

Intellectual Property Warranties means the warranties that comprise Schedule 3 Warranty 15;

Key Employee means Andrew Robert Simpson;

Key Employee Agreement means an employment agreement to be entered into between the Company and the Key Employee in a form acceptable to the Buyer and the Key Employee (both acting reasonably);

Law means any domestic or foreign act, statute, legislation, law, regulation, by-law, scheme, determination, ordinance, order, rule or other statutory provision;

Leased Properties means the real property leased, subleased, licensed, occupied or used by any Group Company;

Leases means all leases, subleases, agreements to lease, licences, agreements to occupy or use and all incidental and associated agreements (including all works and incentive deeds) in respect of the Leased Property;

Loss means, in relation to any person, any damage, loss, cost, diminution in value (including based on a multiple of earnings or similar financial measure), expense or liability suffered or incurred by the person, however arising (including under contract, in tort, at law, in equity or under statute);

Management Accounts means the quarterly unaudited accounts of the Group for the months of July 2024 to March 2025 (inclusive);

Material Adverse Change means a matter, event or circumstance that:

and is not capable of being remedied by the Completion Date.

Material Contract has the meaning given to that term in Schedule 3 Warranty 14.1;

Non-recurring Engineering Revenue includes fees received for the design and development of Products, custom electric motors, physical testing and evaluation, bench dynamometer testing, simulation work, tooling charges, and any other one-time engineering services related to the production of Products or electric motors;

Notice has the meaning given to that term in clause 23;

NYSE American means the New York Stock Exchange American;

Open Source Materials means any software that:

Permitted Encumbrances has the meaning given to that term in Schedule 3 Warranty 26(b);

Plant and Equipment means all plant, equipment (including computer equipment), motor vehicles, machinery, furniture, chattels and fittings used by any Group Company;

PPSA means the Australian Personal Property Securities Act 2009 (Cth);

Prevailing Market Price means the price that the Product would reasonably be expected to fetch in an arm’s length sale between a willing buyer and a willing seller, acting knowledgeably, prudently and without compulsion, at the relevant time, taking into account:

provided that, if no directly comparable Products are sold on a standalone basis, the Prevailing Market Price will be determined by reference to a reasonable estimate of standalone value based on pricing of similar products in the industry and such other objective criteria as are commercially reasonable;

Pre-Completion Tax Return has the meaning given to that term in clause 14.1;

Privacy Act means the Australian Privacy Act 1988 (Cth);

Privacy Laws means Laws in relation to, or in connection with, the collection, use and disclosure of personal information and other information (including the Privacy Act, the Australian Privacy Principles in Schedule 1 to the Privacy Act, and the Australian Spam Act 2003 (Cth));

Product means all electrical motors and their integral components, including stators, windings, shafts and rotors for autonomous systems.

Purchase Price means the purchase price for the Sale Shares as determined under clause 4.1;

Records means all original and copy records, documents, books, files, reports, accounts, plans, correspondence, letters and papers, in each case in writing, belonging or relating to, or used by, any Group Company, including certificates of registration, minute books, statutory books and registers, books of account, Tax returns, title deeds and other documents of title, customer lists, price lists, employee records and trading and financial records;

Related Body Corporate has the meaning given to that term in the Corporations Act;

Related Entity has the meaning given to that term in the Australian Corporations Act;

Relevant Trust means in the case of Vella Hardjadinata Corporation Pty Ltd ACN 655 787 367 as trustee for Vella Hardjadinata Family Trust - Vella Hardjadinata Family Trust;

Relevant Trustee means in the case of Vella Hardjadinata Family Trust - Vella Hardjadinata Corporation Pty Ltd ACN 655 787 367;

Representative means, in relation to a person, its officers, employees, contractors, consultants, agents, advisers, auditors and financiers;

Respective Proportions means in the case of a Seller, the percentage set out opposite its name in column 4 of the table in Schedule 1;

Restricted Area means:

Restricted Business means:

Restricted Period means the period commencing on the Completion Date and ending on the date that is:

Restricted Shares has the meaning given in clause 7.1(a);

Ruling means any ruling, determination, arrangement, clearance, consent or advice issued by, or negotiated with, any Tax Authority in respect of any Tax or Tax Law;

Sale Shares means the:

in the Company which together comprise all of the issued share capital of the Company;

SEC means the U.S. Securities and Exchange Commission;

Security Interest has the meaning given to that term in the PPSA, and includes registered, unregistered, deemed, migrated or transitional security interests, and purchase money security interests;

Seller Loans means the total amount of all loans or other financial accommodation advanced or made by any of the Sellers, the Guarantor or any of their Associates to any Group Company (including all outstanding and unpaid principal and all accrued or accruing and unpaid interest) which remains unpaid as at the Completion Date;

Shareholders Agreement means the document titled ‘Shareholders Agreement’ between the Company, Andrew Simpson, Geodetica Pty Ltd and Jason Vella that is document 01.01.17 in the Data Room.

Stamp Duty means any stamp, transaction, transfer or registration duty or similar charge imposed by any Governmental Agency, and includes any interest, fine, penalty, charge or other amount in respect of the above but excludes any goods and services tax;

Straddle Return has the meaning given to that term in clause 14.2(d);

Superannuation Guarantee Act means the Australian Superannuation Guarantee (Administration) Act 1993 (Cth);

Tax includes income tax, capital gains tax, franking deficit tax, franking additional tax, over-franking tax, withholding tax, fringe benefits tax, pay-as-you-earn, pay-as-you-go, sales tax, customs duty, payroll tax, land tax, landholder duty, Stamp Duty, financial institutions duty, debits tax, water and municipal rates, gift tax, estate tax, superannuation contributions and charges, social security and national insurance contributions, purchase, goods and services tax, value added tax, prescribed payments and all other taxes, charges, assessments, contributions, withholdings, remittances, imposts, duties, excises, rates and levies in any part of the world and any penalties, interest, fines or other costs in relation to any such tax;

Tax Act means the Australian Income Tax Assessment Act 1936, the Australian Income Tax Assessment Act 1997, the Australian Income Tax (Transitional Provisions) Act 1997 (Cth) and the Australian Taxation Administration Act 1953 (Cth) as the context requires;

Tax Authority means any government, semi-government, administrative, municipal, statutory, fiscal or judicial body, department, commission, authority, tribunal, agency, entity or person responsible for the collection of any Tax or administration of any Tax Law;

Tax Claim means any Claim by the Buyer:

Tax Costs means the third party costs and expenses reasonably and necessarily incurred by any Group Company (or by the Buyer in relation to any Group Company) to the extent that such costs and expenses are attributable to any liability for Tax for which the Buyer is indemnified under this Agreement.

Tax Demand means an assessment, notice, amended assessment, demand or other document issued by or taken by or on behalf of any Tax Authority against any Group Company whether before or after the date of this Agreement as a result of which the Group Company is liable to make a payment for Tax;

Tax Dispute Notice has the meaning given to that term in clause 14.3(a);

Tax Disputed Matters has the meaning given to that term in clause 14.3(a);

Tax Expert means a partner in an international accounting firm with over 10 years of experience in Tax agreed by the Sellers and the Buyer or if they fail to agree within the required period set out in this Agreement, such person having the specified qualifications as is appointed by the President or Chapter Chairperson of the Institute of Arbitrators and Mediators Australia, or his or her nominee;

Tax Expert’s Report has the meaning given to that term in clause 14.4;

Tax Indemnity means the indemnity in clause 12.1;

Tax Law means any Law or treaty, imposing or administering a Tax or released by a Tax Authority and includes the Australian Tax Act;

Tax Relief means any credit, rebate, refund, relief, allowance or deduction in relation to Tax (including any carry forward Tax losses available for use by any Group Company before Completion or the Buyer in respect of the period before Completion);

Tax Return means any return relating to Tax including any document which must be lodged with a Governmental Agency or which a taxpayer must prepare and retain under a Tax Law (such as an activity statement, amended return, schedule or election and any attachment);

Tax Warranties means the Warranties that comprise Warranty 22 in Schedule 3;

Third Party means a person that is not a party or an Associate of a party;

Third Party Claim has the meaning given to that term in clause 13.1;

Third Party Technology means all technology, software or Intellectual Property Rights owned by a Third Party that is incorporated into, bundled with, or used by any Group Company in the use, production, manufacture, sale, provision, distribution, marketing, licensing or development of any of the Group Products (other than Open Source Materials);

Title and Capacity Warranties means the Warranties that comprise Warranty 1, Warranty 2 and Warranty 3 in Schedule 3;

Trading Day means a day on which the principal Trading Market is open for trading (being the Trading market on which the Buyer’s common stock is traded);

Trading Market means any of the following markets or exchanges on which the common stock of the Buyer is listed or quoted for trading on the date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange, the OTCQB, OTCQX, Pink Open Market (or any successors to any of the foregoing).

Tranche 1 Earnout Period means the 12 month period commencing on the Completion Date;

Tranche 1 Earnout Stock means the number of fully paid common stock of the Buyer determined as follows:

A = B/C

where

A = Number of fully paid common stock of the Buyer

B = Earnout Amount for the Tranche 1 Earnout Period

C = the average of the VWAP of the Buyer’s common stock for each of the 20 Trading Days immediately prior to the relevant Earnout Payment Date as published on the Trading Market.

Tranche 2 Earnout Period means the 12 month period commencing on the day after the end of the Tranche 1 Earnout Period and ending on the two-year anniversary of the Completion Date;

Tranche 2 Earnout Stock means the number of fully paid common stock of the Buyer determined as follows:

A = B/C

where

A = Number of fully paid common stock of the Buyer

B = Earnout Amount for the Tranche 2 Earnout Period

C = the average of the VWAP of the Buyer’s common stock for each of the 20 Trading Days immediately prior to the relevant Earnout Payment Date as published on the Trading Market;

Transaction Document means each of:

Transaction Expenses means all fees and expenses payable by any Group Company in respect of the period prior to Completion in connection with the transactions contemplated by this Agreement, including:

Trustee Warranties means the Warranties that comprise Warranty 4 in Schedule 3;

Unrestricted Shares has the meaning given in clause 7.1(b);

Vella Seller means Vella Hardjadinata Corporation Pty Ltd ACN 655 787 367 as trustee for Vella Hardjadinata Family Trust.

VWAP means, for any date, the price determined by the first of the following clauses that applies:

Warranties means each of the representations and warranties given under clause 9.1 and set out in Schedule 3;

Warranty Claim means a Claim by the Buyer for a breach of any of the Warranties (including, for the avoidance of doubt, any Claim under clause 9.4);

In the interpretation of this Agreement, unless the context otherwise requires:

Headings are for convenience only and do not form part of, or affect the interpretation of, this Agreement.

Where a Warranty is qualified by any expression referring to the Sellers’ awareness, knowledge or belief, the Buyer acknowledges and agrees that the Sellers’ awareness, knowledge and belief (as applicable) is limited to those facts, matters or circumstances:

Clauses 3, 6 and 8 do not become binding on the parties, and are of no force or effect, unless and until each of the following conditions (each a Condition and, together, the Conditions) being satisfied or waived in accordance with clauses 2.4(a), 2.4(b) or 2.4(c) (as applicable):

on terms satisfactory to both the Buyer and the Company (acting reasonably);

A party must promptly notify the other parties as soon as it becomes aware that a Condition is satisfied or becomes (or is likely to become) incapable of being satisfied.

If the Conditions are not satisfied or waived under clause 2.4(a), 2.4(b) or 2.4(c) (as applicable) on or before the date that is 90 days after the execution of this Agreement or such other date as agreed between the parties in writing, then provided:

may give notice, in the case of the Buyer, to the Sellers and, in the case of the Sellers, to the Buyer, immediately terminating this Agreement.

If this Agreement is terminated under clause 2.6 then:

On Completion, the Sellers must sell and the Buyer must buy, the Sale Shares for the Purchase Price on the terms of this Agreement.

The Sale Shares must be transferred to the Buyer with all rights attached or accruing to them on and from Completion.

The Sale Shares must be transferred to the Buyer on Completion free of all Encumbrances and other third party rights.

Legal and beneficial ownership of, and risk in, the Sale Shares:

The Purchase Price is comprised of the:

At Completion, the Buyer must unconditionally issue the Initial Consideration to the Sellers (or each Seller’s nominee) in their Respective Proportions. The Buyer must not apply any adjustment or discount to the VWAP and the shares comprising the Initial Consideration must be:

Any payment required to be made in cash under this Agreement must be made by telegraphic transfer of cleared funds:

Between the date of this Agreement and Completion, the Sellers must ensure that each Group Company:

Despite clause 5.1 and except as permitted or required under clause 5.3, the Sellers must ensure that between the date of this Agreement and Completion, no Group Company:

Nothing in clause 5.2 prohibits or restricts any Group Company from:

Between the date of this Agreement and Completion:

in each case (other than the bank account signatories) with effect from Completion, together with duly executed instruments of consent sufficient for the respective Group Companies to appoint, with effect from Completion, the director(s) and / or secretary set out in the notice.

If all of the Conditions have been satisfied (or waived under clause 2.4, as applicable), Completion will take place electronically at 12.00pm on the Completion Date or at such other time and place and in such manner as is agreed by the Buyer and the Sellers in writing.

At or before Completion, the Sellers must procure that a meeting of the directors of each Group Company is held at which it is resolved (or alternatively, circular resolutions in lieu of such meetings are executed to resolve) that, with effect on and from Completion:

At or before Completion:

each in the form attached in Schedule 11, Schedule 12 and Schedule 13 respectively, duly executed by the Key Employee;

At or before Completion, the Buyer must:

In respect of Completion:

“$800,000 worth of shares represented by this certificate are subject to possible forfeiture based upon a Share Purchase Agreement entered into by and among Unusual Machines, Inc., Andrew Robert Simpson, Vella Hardjadinata Corporation Pty Ltd as trustee for Vella Hardjadinata Family Trust and Jason Philip Vella dated [________], 2025, a copy of which is on file at the offices of Unusual Machines, Inc.”

The Buyer must use commercially reasonable efforts that all necessary forms to reflect the registration of the transfer of the Sale Shares are lodged with ASIC as soon as possible after Completion, and within the prescribed time limits.

For each Earnout Period, the Earnout Amount is equal to the Gross Revenue for the relevant Earnout Period, subject to the Earnout Amounts (in aggregate) for both the Tranche 1 Earnout Period and the Tranche 2 Earnout Period having a maximum value of $3.0million.

Each Warranty and Buyer Warranty:

The Buyer may not bring a Warranty Claim, other than a Claim for breach of a Fundamental Warranty, to the extent that the relevant fact, matter or circumstance:

For the purposes of clause 10.1, a fact, matter or circumstance is ‘fully and fairly' disclosed if sufficient information has been disclosed such that a sophisticated acquirer, experienced in transactions of the nature contemplated by this Agreement, and with the benefit of advice from relevant professional advisors, could reasonably identify and appreciate the substance and potential significance of the fact, matter or circumstance even if the extent or implications of the matter are not expressly stated. For the avoidance of doubt, it is not necessary for the disclosure to:

The Buyer acknowledges and agrees with the Sellers that:

in which case the Buyer may claim the entire amount (and not just the excess).

The maximum aggregate liability of the Sellers for all Warranty Claims, Indemnity Claims and Claims under the Tax Indemnity is limited to 100% of the Purchase Price and, subject to clause 10.8, in no event will the total liability of the Sellers under this Agreement (including any Claim in relation to a general breach of this Agreement by the Seller) exceed the Purchase Price.

For the purpose of this clause a reference to the Purchase Price means:

The Buyer must not make any Warranty Claim, Indemnity Claim or Claim under the Tax Indemnity unless:

within twelve (12) months of issuing the notification in clause 10.6(a) and / or 10.6(b).

None of the limitations on Claims in this clause 10 apply in the case of any Warranty Claim, Indemnity Claim or Claim under the Tax Indemnity or any Claim in relation to a general breach of this Agreement by the Seller where such Claim arises out of, or in connection with, the fraud or wilful misrepresentation of a Seller.

The Sellers are not liable in respect of any Warranty Claim or Indemnity Claim (other than a Claim for breach of a Fundamental Warranty) to the extent that:

in each case after the date of this Agreement;

Each party must mitigate its Loss in relation to any Claim it has against another party under this Agreement.

The Sellers and Guarantor are not liable for any Warranty Claim, Indemnity Claim or Claim under a Tax Indemnity to the extent that the Claim, Loss or liability:

To the extent permitted by Law, the Buyer agrees not to make, and waives any right it may have to make, any Claim against the Sellers and Guarantor under:

The Buyer is not entitled to recover more than once for the same Loss under this Agreement.

If:

then the Buyer must notify the Sellers within a reasonable period of the payment from the third party, and any excess must be promptly repaid to the Sellers up to a maximum of the amount the Buyer recovered from the Sellers under clause 10.14(a).

Each qualification and limitation in this clause 10 is to be construed independently of each other qualification or limitation (as applicable) and is not limited by any other qualification or limitation (as applicable).

The provisions of clause 10 remain in full force and effect after Completion.

If the Sellers are liable to pay an amount to the Buyer pursuant to a Warranty Claim, Indemnity Claim or Claim under the Tax Indemnity and:

then, in addition to the payment by the Sellers of the amount pursuant to the Warranty Claim, Indemnity Claim or Claim under the Tax Indemnity (as the case may be), the Sellers must promptly pay to the Buyer such additional amount as is necessary to ensure that the Buyer is compensated for the value of the Tax Relief lost, or so that the net amount retained by the Buyer after deductions, or withholdings of Tax or payment of the increased Tax, equals the amount the Buyer would have retained had the Tax or increased Tax not been payable or the Tax Relief not been lost or the payment not been subject to any deductions or withholdings.

The Buyer indemnifies the Sellers against, and must pay to the Seller the amount of, any Loss suffered or incurred by the Sellers arising out of, or in connection with the material breach by the Buyer of any of its obligations under this Agreement (excluding a breach of Buyer Warranty), except to the extent caused or contributed to by the fraud or wilful misconduct of the Sellers, and subject to the maximum aggregate liability of the Buyer not exceeding the total value of the Purchase Price.

Subject to the limitations in clause 12.2, the Sellers jointly and severally indemnify the Buyer against, and must pay to the Buyer the amount of, any:

which for completeness includes any loss or penalty arising from a failure to make the required payments to the Australian Tax Office due under the payment plan that is disclosed in document 04.01 in the Data Room;

The Buyer may not recover from any of the Sellers and the Sellers are not liable to the Buyer for an amount of Tax or Tax Costs referred to in clause 12.1 to the extent that:

Without limiting clause 12.1, where the indemnity in clause 12.1 applies, if any Group Company receives a Tax Demand, the Sellers must pay the amount of the Tax Demand to the relevant Tax Authority (or to the Buyer or the Group Company if the Buyer or that Group Company has already paid the amount of the Tax Demand to the Tax Authority), in settlement of the Tax Demand before the payment date set out in the Tax Demand.

Subject to receipt by the Sellers of a Claim Notice or notice of a Tax Claim, in either case that arises out of, involves, or may involve a Claim by a Third Party against Group Company (Third Party Claim), the Sellers may, by giving notice to the Buyer within 20 Business Days of the date of receipt of that notice, assume conduct of the defence of the Third Party Claim.

and the Sellers must not:

a Third Party Claim, where such a claim would be reasonably likely to have an adverse effect on the operation of the business or reputation of the Buyer or a Group Company without the Buyer's prior written approval (which must not be unreasonably withheld or delayed).

which the Tax Expert reasonably requires to make its determination.

The Buyer represents and warrants to each Seller that each of the following statements is true, complete and accurate at the date of this Agreement and will be true, complete and accurate on the Completion Date:

The Guarantor represents and warrants to the Buyer that each of the following statements is true, complete and accurate at the date of this Agreement and will be true, complete and accurate on the Completion Date:

for the purpose of assisting that Seller to prepare Tax returns, accounts and other financial statements, to comply with applicable Law (including in relation to Tax), or to conduct legal or arbitration proceedings (other than where such proceedings are under, or in connection with, this Agreement).

In consideration of, among other things, the benefits derived directly and indirectly by the Sellers and the Guarantor under this Agreement, each Seller and the Guarantor agrees to give the covenants contained in clause 18.2 and acknowledge that these covenants constitute reasonable protection of the Buyer’s interests taking into account the benefits to be received directly and indirectly by the Sellers and (in some cases) indirectly, the Guarantor, under this Agreement.

Each of clauses 18.2(a) and 18.2(b) has effect as multiple, separate and independent restraints consisting of each separate restraint set out in clauses 18.2(a) and 18.2(b) combined with each Restricted Period and Restricted Area (as applicable).

Each Seller and the Guarantor acknowledges that each of the prohibitions and restrictions contained in clause 18.2:

Each Seller and the Guarantor acknowledges that the prohibitions and restrictions contained in clause 18.2 are reasonable in the circumstances and necessary to protect the interests of the Buyer.

Each Seller and the Guarantor acknowledges that monetary damages alone will not be adequate compensation to the Buyer for breach of this clause 18.2 and that the Buyer is entitled to seek (in addition to any other remedies it may be able to seek but subject to the discretion of the court) an injunction from a court of competent jurisdiction if:

Despite clause 18.2, the parties each acknowledge and agree that nothing in clause 18.2 will:

Each Relevant Trustee enters into this Agreement only in its capacity as trustee of the Relevant Trust and in no other capacity.

Except as expressly provided for in this Agreement, no party may:

The provisions of clauses 19.2 and 19.3 do not apply to any obligation or liability of the Relevant Trustee:

This clause 19 applies despite any other provision of this Agreement or any principle of equity or law to the contrary.

Between the date of this Agreement and the date that is seven years after the Completion Date, each Relevant Trustee must not, without the prior written consent of the Buyer (which must not be unreasonably withheld or delayed) and only to the extent such action would materially affect the Relevant Trustee’s ability to comply with its obligations under this Agreement:

The Guarantor acknowledges entering into this Agreement in return for the Buyer agreeing to buy the Vella Seller’s Respective Proportion of the Sale Shares for valuable consideration.

The Guarantor unconditionally and irrevocably:

If the Vella Seller does not pay any amount it is required to pay under this Agreement, the Guarantor must pay that amount on demand as if it were the Vella Seller.

A demand under this clause 21 may be made at any time and from time to time and a demand need only specify the obligation to be fulfilled.

The guarantee and indemnity in this clause 21:

This clause 21 applies and the obligations of the Guarantor are not reduced or discharged by:

Each guarantee, indemnity and other obligation of the Guarantor in this Agreement is:

Until all Guaranteed Obligations have been performed, the Guarantor may not (either directly or indirectly) without the Buyer’s prior written consent:

and any money a Guarantor receives in breach of this clause 21.8(b) must be paid promptly to the Buyer; or

and any such money it receives must be paid promptly to the Buyer.

The Buyer may enforce this clause 21 against the Guarantor without first having to resort to another guarantee or security interest or other agreement relating to the Guaranteed Obligations.

Each party agrees to keep (and procure its Associates keep) the Confidential Information confidential and not disclose or otherwise make available (and procure its Associates do not disclose or otherwise make available) the Confidential Information to any person except where permitted under clause 22.2.

If a party discloses or makes available Confidential Information under clause 22.2(a)(i):

If a party is required by Law, any Governmental Agency or the rules of any stock exchange on which a party is listed, to disclose or make available any Confidential Information of another party, that party must:

A party may not make any other media or other public announcement relating to any Transaction Document (including the fact that the parties have executed any Transaction Document) unless the other parties have consented to the form and content of the announcement or where required under clause 22.2(a)(ii).

This clause 0 survives the termination or expiry of this Agreement.

A notice, request, demand, consent, approval or communication under this Agreement (Notice) must be:

Address: 26 McCann Street, Torrens ACT 2607

Attention: Andrew Simpson

Email: andrew@simpson.net.au

Address: Unit 6, 88 Dooring Street, Dickson ACT 2602

Attention: Jason Vella

Email: jason.vella@geodetica.com.au

Address: 4677 LB McLeod Road, Suite J, Orlando, FL 32811

Attention: Brian Hoff

Email: Brian@UnusualMachines.com

A Notice given in accordance with clause 23.1 takes effect when taken to be received (or at a later time specified in it), and is taken to be received:

but if the delivery, receipt or transmission is not on a Business Day or is after 5.00pm on a Business Day, the Notice is taken to be received at 9.00am on the next Business Day.

Each party must pay its own costs and outlays connected with the negotiation, preparation and execution of this Agreement, provided that the Buyer must pay all costs and expenses associated with obtaining any FIRB Approval (excluding application fees and any legal or other professional advisor costs incurred by the Sellers in reviewing or providing input on the FIRB application).

In this clause:

Each Seller for the purposes of section 14-225(1) of Schedule 1 to the TAA declares that:

If Completion occurs under this Agreement later than six months from the date of this Agreement, then each Seller declares on the day before Completion that:

The Buyer acknowledges and agrees that it will not withhold any amount that is payable to any of the Sellers under this Agreement under Subdivision 14-D of Schedule 1 to the TAA.

Despite anything to the contrary in this Agreement, if on, or prior to, the date:

a Claim under or in connection with this Agreement (including a Warranty Claim, Indemnity Claim or Claim under the Tax Indemnity) has been notified by the Buyer to the Sellers but such Claim has: