REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 3rd, 2023 • Guerrilla RF, Inc. • Semiconductors & related devices
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 30, 2022 among Guerrilla RF, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
NEITHER THIS WARRANT NOR THE SECURITIES FOR WHICH THIS WARRANT IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE...Guerrilla RF, Inc. • January 3rd, 2023 • Semiconductors & related devices
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ____________________________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Initial Exercise Date and on or prior to the close of business on the five-year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Guerrilla RF, Inc., a Delaware corporation (the “Company”), up to _______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one (1) share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
UNDERWRITING AGREEMENTUnderwriting Agreement • June 2nd, 2023 • Guerrilla RF, Inc. • Semiconductors & related devices • New York
Guerrilla RF, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters,” or each, an “Underwriter), for whom Laidlaw & Company (UK) Ltd. is acting as the representative (the “Representative”), an aggregate of [ ] authorized but unissued shares (the “Firm Shares”) of common stock of the Company, par value $0.0001 per share (the “Common Stock”). In addition, the Company proposes to sell to the Underwriters, upon the terms and conditions set forth in Section 4 hereof, up to an additional [ ] authorized but unissued shares of Common Stock (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter collectively referred to as the “Shares”. The Shares, the Underwriter Warrants (as defined below) and the Underwriter Warrant Shares (as defined below) are collectively referred to as the “Securities.”
INDEMNITY AGREEMENTIndemnity Agreement • October 27th, 2021 • Laffin Acquisition Corp. • Blank checks • Delaware
This Indemnity Agreement, dated as of ____________________ ____, 2021 is made by and between Guerrilla RF, Inc., a Delaware corporation (the “Company”), and _________________________, a director and/or officer of the Company or one of the Company’s subsidiaries who satisfies the definition of Indemnifiable Person set forth below (the “Indemnitee”).
ContractLaffin Acquisition Corp. • October 27th, 2021 • Blank checks • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD IN ACCORDANCE WITH RULE 144 UNDER SUCH ACT.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 1st, 2024 • Guerrilla RF, Inc. • Semiconductors & related devices • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 28, 2024, between Guerrilla RF, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
UNIT PURCHASE AGREEMENT BY AND AMONG GUERRILLA RF, INC. AND EACH PURCHASER IDENTIFIED ON APPENDIX A HERETOUnit Purchase Agreement • January 3rd, 2023 • Guerrilla RF, Inc. • Semiconductors & related devices • New York
This UNIT PURCHASE AGREEMENT (this “Agreement”) is dated as of December 30, 2022 by and among Guerrilla RF, Inc., a Delaware corporation (the “Company”), and each purchaser identified on Appendix A hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION amongAgreement and Plan of Merger and Reorganization • October 27th, 2021 • Laffin Acquisition Corp. • Blank checks • Delaware
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”), dated as of October 22, 2021, by and among LAFFIN ACQUISITION CORP., a Delaware corporation (the “Parent”), GUERRILLA RF ACQUISITION CO., a Delaware corporation (the “Acquisition Subsidiary”), and GUERRILLA RF, INC., a Delaware corporation (the “Company”). The Parent, the Acquisition Subsidiary and the Company are each a “Party” and referred to collectively herein as the “Parties.”
INDEMNITY AGREEMENTIndemnity Agreement • October 27th, 2021 • Laffin Acquisition Corp. • Blank checks • Delaware
This Indemnity Agreement (the “Agreement”), dated as of October __, 2021, is entered into by and among Laffin Acquisition Corp., a Delaware corporation (the “Parent”), Guerrilla RF, Inc., a Delaware corporation (“Guerrilla” and together with the Parent, the “Companies”), and the undersigned Indemnitee (the “Indemnitee”).
SUBSCRIPTION AGREEMENTSubscription Agreement • October 27th, 2021 • Laffin Acquisition Corp. • Blank checks • New York
This Subscription Agreement (this “Agreement”) has been entered into by and between the purchaser set forth on the Omnibus Signature Page hereof (the “Purchaser”) and Laffin Acquisition Corp. (to be renamed “Guerrilla RF, Inc.” upon consummation of the Merger (as defined below)), a Delaware corporation (the “Company”) in connection with the private placement offering (the “Offering”) by the Company.
LOCK-UP AGREEMENTLock-Up Agreement • October 27th, 2021 • Laffin Acquisition Corp. • Blank checks • New York
This LOCK-UP AGREEMENT (this “Agreement”) is made as of October 22, 2021, by and between the undersigned person or entity (the “Restricted Holder”) and Guerrilla RF, Inc. (formerly known as Laffin Acquisition Corp.), a Delaware corporation (the “Parent”). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Merger Agreement (as defined below).
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • January 4th, 2021 • Laffin Acquisition Corp. • Delaware
AGREEMENT (this “Agreement”) entered into as of the 13th day of November, 2020, by and between Laffin Acquisition Corp., a Delaware corporation (the “Company”), and Mark Tompkins, an individual (the “Purchaser”).
AMENDMENT NO. 1 TO AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • April 1st, 2024 • Guerrilla RF, Inc. • Semiconductors & related devices • North Carolina
THIS AMENDED AND RESTATED LOAN AGREEMENT (this “Agreement”) is entered into as of September 5, 2023 (the “Restatement Date”), by and among GUERRILLA RF, INC., a Delaware corporation (“Borrower”), EACH LENDER LISTED ON SCHEDULE 1 HERETO (collectively, the “Lenders” and each, individually, an “Lender”), and SALEM INVESTMENT PARTNERS V, LIMITED PARTNERSHIP, a North Carolina limited partnership (in such capacity and together with its successors and assigns, “Collateral Agent”).
ContractInstrument and Rights And • September 7th, 2023 • Guerrilla RF, Inc. • Semiconductors & related devices • North Carolina
THIS INSTRUMENT AND RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN AMENDED AND RESTATED SUBORDINATION AND INTERCREDITOR AGREEMENT (AS AMENDED, THE “SUBORDINATION AGREEMENT”) DATED AS OF SEPTEMBER 5, 2023 AMONG SALEM INVESTMENT PARTNERS V, LIMITED PARTNERS AND SPECTRUM COMMERCIAL FINANCE, LLC (f/k/a SPECTRUM COMMERCIAL SERVICES COMPANY, L.L.C) (“SPECTRUM”), TO THE INDEBTEDNESS (INCLUDING GUARANTIES AND INTEREST) OWED TO SPECTRUM.
ContractInstrument and Rights And • August 17th, 2022 • Guerrilla RF, Inc. • Semiconductors & related devices • North Carolina
THIS INSTRUMENT AND RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AND INTERCREDITOR AGREEMENT (AS AMENDED, THE “SUBORDINATION AGREEMENT”) DATED AS OF AUGUST 11, 2022 AMONG SALEM INVESTMENT PARTNERS V, LIMITED PARTNERS AND SPECTRUM COMMERCIAL SERVICES COMPANY, L.L.C (“SPECTRUM”), TO THE INDEBTEDNESS (INCLUDING GUARANTIES AND INTEREST) OWED TO SPECTRUM.
ContractGuerrilla RF, Inc. • April 1st, 2024 • Semiconductors & related devices
THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.
GUERRILLA RF, INC. CONVERTIBLE NOTE PURCHASE AGREEMENT (Minimum Investment of $500,000)Convertible Note Purchase Agreement • July 27th, 2023 • Guerrilla RF, Inc. • Semiconductors & related devices • Delaware
This Convertible Note Purchase Agreement (this "Agreement"), dated as of July 24, 2023, is entered into among GUERRILLA RF, INC., a Delaware corporation (the "Company"), and the persons and entities (each individually a "Purchaser," and collectively, the "Purchasers") named on the Schedule of Purchasers attached hereto (as the same may be updated from time to time, the "Schedule of Purchasers").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 27th, 2021 • Laffin Acquisition Corp. • Blank checks • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of October 22, 2021 among Guerrilla RF, Inc., a Delaware corporation (f.k.a. Laffin Acquisition Corp.) (the “Company”), the persons who have purchased the Offering Shares (as defined below) and have executed omnibus or counterpart signature page(s) hereto (each, a “Purchaser” and collectively, the “Purchasers”), the persons or entities identified on Schedule 1 hereto holding Placement Agent Warrants (collectively, the “Brokers”), the persons or entities identified on Schedule 2 hereto holding Merger Shares (as defined below), the persons or entities identified on Schedule 3 hereto holding Registrable Pre-Merger Shares (as defined below), and the persons or entities identified on Schedule 4 hereto holding Placement Agent Shares (as defined below). Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below or in the Subscription Agreement (as defined below).
AMENDMENT NO. 2 TO AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • August 6th, 2024 • Guerrilla RF, Inc. • Semiconductors & related devices • North Carolina
THIS AMENDED AND RESTATED LOAN AGREEMENT (this “Agreement”) is entered into as of September 5, 2023 (the “Restatement Date”), by and among GUERRILLA RF, INC., a Delaware corporation (“Borrower”), EACH LENDER LISTED ON SCHEDULE 1 HERETO (collectively, the “Lenders” and each, individually, an “Lender”), and SALEM INVESTMENT PARTNERS V, LIMITED PARTNERSHIP, a North Carolina limited partnership (in such capacity and together with its successors and assigns, “Collateral Agent”).
GUERRILLA RF, INC. EMPLOYEE VOLUNTARY DEFERRED COMPENSATION PROGRAM VOLUNTARY SALARY DEFERRAL ELECTION AGREEMENTGuerrilla RF, Inc. • July 3rd, 2023 • Semiconductors & related devices
NOTE: All capitalized terms not defined in this Deferral Agreement shall have the meaning given to them in the Guerrilla RF, Inc. Employee Voluntary Deferred Compensation Program (the “Program”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 6th, 2024 • Guerrilla RF, Inc. • Semiconductors & related devices
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”), pursuant to which the Company has agreed, upon the terms and subject to the conditions of the Securities Purchase Agreement, to issue and sell to the Purchasers at the Closing (as defined in the Purchase Agreement) (i) an aggregate of 22,000 shares (the “Preferred Shares”) of a newly created series of preferred stock, with a stated value of $1,000 per share (the “Preferred Stock”), designated Series A Convertible Preferred Stock, which shall initially be convertible into 7,213,115 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”; the shares of Common Stock issuable upon conversion of the Preferred Shares referred to as the “Conversion Shares”), in accordance with the terms of the Company’s Certificate of Designations, Preferences and Rights of the Series A Convertible Preferred Stock (a
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 1st, 2024 • Guerrilla RF, Inc. • Semiconductors & related devices
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 28, 2024, by and between Guerrilla RF, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 6th, 2024 • Guerrilla RF, Inc. • Semiconductors & related devices • Delaware
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August 2, 2024, by and among Guerrilla RF, Inc., a Delaware corporation (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
Lock-Up AgreementLock-Up Agreement • April 1st, 2024 • Guerrilla RF, Inc. • Semiconductors & related devices
ContractInstrument and Rights And • September 7th, 2023 • Guerrilla RF, Inc. • Semiconductors & related devices • North Carolina
THIS INSTRUMENT AND RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN AMENDED AND RESTATED SUBORDINATION AND INTERCREDITOR AGREEMENT (AS AMENDED, THE “SUBORDINATION AGREEMENT”) DATED AS OF SEPTEMBER 5, 2023 AMONG SALEM INVESTMENT PARTNERS V, LIMITED PARTNERS AND SPECTRUM COMMERCIAL FINANCE, LLC (f/k/a SPECTRUM COMMERCIAL SERVICES COMPANY, L.L.C) (“SPECTRUM”), TO THE INDEBTEDNESS (INCLUDING GUARANTIES AND INTEREST) OWED TO SPECTRUM.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • October 27th, 2021 • Laffin Acquisition Corp. • Blank checks • North Carolina
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into effective as of January 1, 2020, by and between GUERRILLA RF, INC., a Delaware Corporation (hereinafter the “Company”), and RYAN PRATT (hereinafter the “Executive”).
ContractGuerrilla RF, Inc. • January 3rd, 2023 • Semiconductors & related devices
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD IN ACCORDANCE WITH RULE 144 UNDER SUCH ACT.
GUERRILLA RF, INC. STOCK OPTION AWARD AGREEMENTStock Option Award Agreement • October 27th, 2021 • Laffin Acquisition Corp. • Blank checks • Delaware
Unless otherwise defined in this Stock Option Award Agreement (this “Option Agreement”), any capitalized terms used herein will have the same meaning ascribed to them in the Guerrilla RF, Inc. 2021 Equity Incentive Plan (the “Plan”).
SECURITY AGREEMENT by GUERRILLA RF, INC. and GUERRILLA RF OPERATING CORPORATION as Grantors and THE OTHER GRANTORS FROM TIME TO TIME PARTY HERETO in favor of SALEM INVESTMENT PARTNERS V, LIMITED PARTNERSHIP as Collateral Agent August 11, 2022Security Agreement • August 17th, 2022 • Guerrilla RF, Inc. • Semiconductors & related devices • North Carolina
THIS SECURITY AGREEMENT (this “Agreement”) is entered into as of August 11, 2022 by and among GUERRILLA RF, INC., a Delaware corporation (the “Parent”), GUERRILLA RF OPERATING CORPORATION, a Delaware corporation (“OpCo”, and together with Parent, the “Grantors” and each, individually, a “Grantor”) and SALEM INVESTMENT PARTNERS V, LIMITED PARTNERSHIP, a North Carolina limited partnership, as collateral agent under (and as described in) the Loan Agreement (as defined below) (“Collateral Agent”).
AMENDMENT NO. 1 TO LOAN AGREEMENTLoan Agreement • May 10th, 2023 • Guerrilla RF, Inc. • Semiconductors & related devices • North Carolina
THIS AMENDMENT NO. 1 TO LOAN AGREEMENT (this “Amendment”) is made and entered into as of May 1, 2023, by and among GUERRILLA RF, INC., a Delaware corporation (“Parent”), GUERRILLA RF OPERATING CORPORATION, a Delaware corporation (together with Parent, the “Borrowers” and each, individually, a “Borrower”), and SALEM INVESTMENT PARTNERS V, LIMITED PARTNERSHIP, a North Carolina limited partnership (“Salem V”), in its capacity as a lender (“Lender”) and Salem V, in its capacity as Collateral Agent under the Loan Agreement (“Collateral Agent” ).
