Certain Series A Preferred Stock of Red Cat Holdings, Inc. are subject to a Lock-Up Agreement Ending on 18-OCT-2021. These Series A Preferred Stock will be under lockup for 92 days starting from 18-JUL-2021 to 18-OCT-2021. Details: The directors and officers and 5% or greater holders of the Company’s outstanding shares of common stock as of the date of this prospectus, have agreed for a period of three months (six months in the case of officers and directors) after the date of this prospectus supplement, without the prior written consent of the representative, not to directly or indirectly offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of any shares of common stock or other capital stock or any securities convertible into or exercisable or exchangeable for common stock or other capital stock; or file or cause the filing of any registration statement under the Securities Act with respect to any shares of common stock or other capital stock or any securities convertible into or exercisable or exchangeable for common stock or other capital stock; or complete any offering of debt securities of the Company, other than entering into a line of credit, term loan arrangement or other debt instrument with a traditional bank; or enter into any swap or other agreement, arrangement, hedge or transaction that transfers to another, in whole or in part, directly or indirectly, any of the economic consequences of ownership of common stock or other capital stock or any securities convertible into or exercisable or exchangeable for common stock or other capital stock, whether any transaction described in any of the foregoing bullet points is to be settled by delivery of common stock or other capital stock, other securities, in cash or otherwise, or publicly announce an intention to do any of the foregoing.