Item 1.01 Entry into a Material Definitive Agreement.

As previously reported on Unusual Machines, Inc.'s (the "Company") Current Report on Form 8-K filed with the Securities and Exchange Commission on August 22, 2024, the Company entered into two Exchange Agreements with two third-party accredited investors (the "Investors"), under which each Investor exchanged their respective 8% Promissory Note for (i) a new 4% Convertible Promissory Note (the "New Note"), convertible into shares of the Company's common stock; (ii) 105 shares of the Company's Series C Convertible Preferred Stock (the "Series C") convertible into 315,000 shares of the Company's common stock; and (iii) five-year warrants exercisable for 315,000 shares of the Company's common stock (the "Warrants" and together with the New Notes and the Series C, the "Convertible Securities"). The issuance of the Company's common stock upon the conversion or exercise of the Convertible Securities under the two certain Exchange Agreements to the Investors is referred to herein as the "Transactions."

The Company entered into a letter agreement with each Investor (the "Letter Agreement") to comply with NYSE American Guide Section 713 to make it clear that in the transaction documents underlying the Convertible Securities no more than 19.9% of the common stock outstanding immediately prior to the Transactions can be issued in the aggregate without first obtaining stockholder approval. On August 20, 2024, there were 6,184,983 shares of the Company's common stock outstanding. Thus, the Investors acknowledged and agreed in the letter agreements that the Company shall not issue common stock under the Transactions if the issuance would exceed 19.9%, or 1,236,379 shares in the aggregate without first obtaining stockholder approval, at which point the limit in the letter agreement will no longer apply. The Investors executed the Letter Agreements on October 3, 2024 and October 4, 2024, respectively.

The foregoing description of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Letter Agreement, copies of which are attached hereto as Exhibit 10.1 and 10.2 and incorporated herein by reference.