REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 11th, 2023 • Giga Tronics Inc • Instruments for meas & testing of electricity & elec signals
This Agreement is made pursuant to the Exchange Agreement, dated as of the date hereof, between the Company and each of the purchasers signatory thereto (the “Exchange Agreement”).
FORM OF 12% SENIOR SECURED SUBORDINATED CONVERTIBLE PROMISSORY NOTE DUE JUNE 30, 2025Giga Tronics Inc • November 6th, 2023 • Instruments for meas & testing of electricity & elec signals • New York
THIS 12% SENIOR SECURED SUBORDINATED CONVERTIBLE PROMISSORY NOTE is a duly authorized and validly issued debt obligation of Giga-tronics Incorporated, a California corporation (the “Company” or the “Borrower”), having its principal place of business at 5990 Gleason Drive, Dublin, CA 94568, designated as its 12% Senior Secured Subordinated Convertible Promissory Note due June 30, 2025 (the “Note”).
1 EXHIBIT 4.1Rights Agreement • November 9th, 1998 • Giga Tronics Inc • Instruments for meas & testing of electricity & elec signals • California
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 14th, 2022 • Giga Tronics Inc • Instruments for meas & testing of electricity & elec signals • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 8, 2022 by and between Giga-tronics Incorporated, a California corporation (the “Company”), and the purchaser identified on the Purchaser signature page hereto (including its successors and permitted assigns, the “Purchaser”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 11th, 2023 • Giga Tronics Inc • Instruments for meas & testing of electricity & elec signals • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of January 10, 2023, is by and among Giga-tronics Incorporated, a company organized under the laws of the State of California with offices located at 7272 E. Indian School Road, Suite 540, Scottsdale, Arizona 85251 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 11th, 2023 • Giga Tronics Inc • Instruments for meas & testing of electricity & elec signals
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 10, 2023, is by and among Giga-tronics Incorporated, a company organized under the laws of the state of California with offices located at 7272 E. Indian School Road, Suite 540, Scottsdale, Arizona 85251 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).
EXHIBIT 2.1Agreement and Plan of Reorganization • April 14th, 1998 • Giga Tronics Inc • Instruments for meas & testing of electricity & elec signals • California
1 EXHIBIT 10.2 INDEMNIFICATION AGREEMENT THIS AGREEMENT, made and entered into the _____ day of ________________, 199__ between Giga-tronics Incorporated, a California corporation ("Corporation"), and ______________________________ ("Officer"),...Indemnification Agreement • June 21st, 1999 • Giga Tronics Inc • Instruments for meas & testing of electricity & elec signals • California
WITNESSETH:Nonstatutory Stock Option Agreement • November 3rd, 1997 • Giga Tronics Inc • Instruments for meas & testing of electricity & elec signals • California
GIGA-TRONICS INCORPORATED UNDERWRITING AGREEMENT 10,400,000 Shares of Common StockUnderwriting Agreement • November 8th, 2019 • Giga Tronics Inc • Instruments for meas & testing of electricity & elec signals • New York
Giga-tronics Incorporated, a California corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Roth Capital Partners, LLC (the “Underwriter”) an aggregate of 10,400,000 authorized but unissued shares (the “Firm Shares”) of common stock, no par value per share (the “Common Stock”), of the Company. The Company also proposes to sell to the Underwriter, upon the terms and conditions set forth in Section 4 hereof, up to an additional 1,560,000 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.”
EXHIBIT 4.1Registration Rights Agreement • April 14th, 1998 • Giga Tronics Inc • Instruments for meas & testing of electricity & elec signals • California
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 14th, 2022 • Giga Tronics Inc • Instruments for meas & testing of electricity & elec signals
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each of the purchasers signatory thereto (the “Purchase Agreement”).
1 EXHIBIT 99.3 Giga-tronics Incorporated Employee Stock Purchase Plan Enrollment/Change Form 2 EMPLOYEE STOCK PURCHASE PLAN ("ESPP") ENROLLMENT/CHANGE FORMGiga Tronics Inc • August 29th, 1997 • Instruments for meas & testing of electricity & elec signals
CREEKSIDE BUSINESS PARK OFFICE LEASEOffice Lease • June 19th, 2018 • Giga Tronics Inc • Instruments for meas & testing of electricity & elec signals • California
SECURITY AGREEMENTSecurity Agreement • May 11th, 2023 • Giga Tronics Inc • Instruments for meas & testing of electricity & elec signals
This SECURITY AGREEMENT, dated as of December 31, 2022 (this “Agreement”), is by and among Giga-tronics, Incorporated, a California corporation (the “Company”), Microsource, Inc, a California company and a wholly owned subsidiary of the Company and Gresham Worldwide, Inc., a Delaware company and a wholly owned subsidiary of the Company (each, a “Guarantor” and, together with the Company, the “Debtor” or “Debtors”), and the holder of the Company’s 10% Senior Secured Convertible Promissory Note due December 31, 2024, in the original principal amount of $6,750,000.00 (the “Note”) signatory hereto, its endorsees, transferees and assigns (collectively, the “Secured Party”).
1 EXHIBIT 2.3 AGREEMENT AND PLAN OF REORGANIZATIONAffiliates Agreement • June 13th, 1997 • Giga Tronics Inc • Instruments for meas & testing of electricity & elec signals • California
EXHIBIT 2.2Agreement and Plan of Reorganization • June 1st, 1998 • Giga Tronics Inc • Instruments for meas & testing of electricity & elec signals • California
EXHIBIT 2.1Agreement and Plan of Reorganization • June 1st, 1998 • Giga Tronics Inc • Instruments for meas & testing of electricity & elec signals • California
Loan and Security AgreementLoan and Security Agreement • June 19th, 2018 • Giga Tronics Inc • Instruments for meas & testing of electricity & elec signals • California
THIS LOAN AND SECURITY AGREEMENT (“Agreement”) is entered into on the above date (the “Effective Date”) between PARTNERS FOR GROWTH V, L.P. (“PFG”), whose address is 1660 Tiburon Blvd., Suite D, Tiburon, CA 94920 and Borrower(s) named above (jointly and severally, “Borrower”), whose chief executive offices are located at the above addresses (“Borrower’s Address”). The Schedule to this Agreement (the “Schedule”) being signed by the parties concurrently, is an integral part of this Agreement. (Definitions of certain terms used in this Agreement are set forth in Section 7 below.)
Investor rights agreementInvestor Rights Agreement • March 13th, 2020 • Giga Tronics Inc • Instruments for meas & testing of electricity & elec signals • California
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of March 11, 2020, between the Company and the Purchaser (the “Purchase Agreement”) relating to the Purchaser’s purchase of shares of the Company’s common stock, without par value.
SECURITY AGREEMENTSecurity Agreement • May 11th, 2023 • Giga Tronics Inc • Instruments for meas & testing of electricity & elec signals
This SECURITY AGREEMENT, dated as of December 31, 2022 (this “Agreement”), is by and among Giga-tronics Incorporated, a California corporation (the “Company”), any subsidiary of the Company that is a signatory hereto either now joined or joined in the future (such subsidiaries, the “Guarantors” and, together with the Company, the “Debtors”) and the holder of the Company’s Senior Secured Convertible Promissory Note due December 31, 2024 (the “Note”) in the principal amount of $4,382,740 signatory hereto, its endorsees, transferees and assigns (collectively, the “Secured Lender”).
GIGA-TRONICS INCORPORATED SEVERANCE AGREEMENTSeverance Agreement • May 28th, 2020 • Giga Tronics Inc • Instruments for meas & testing of electricity & elec signals • California
This Severance Agreement (the “Agreement”) is made and entered into by and between DANIEL DIRBY (“Employee”) and Giga-tronics Incorporated, a California Corporation (the “Company”), effective as of November 26, 2019 (the “Effective Date”). This Agreement supersedes any existing Severance Agreement or other agreement providing similar benefits between Employee and the Company.
GIGA-TRONICS INCORPORATED SEVERANCE AGREEMENTSeverance Agreement • June 9th, 2015 • Giga Tronics Inc • Instruments for meas & testing of electricity & elec signals • California
This Severance Agreement (the “Agreement”) is made and entered into by and between Michael R. Penta (“Employee”) and Giga-tronics Incorporated, a California Corporation (the “Company”), effective as of July 16, 2012 (the “Effective Date”).
EXHIBIT 99.3Agreement • March 30th, 1998 • Giga Tronics Inc • Instruments for meas & testing of electricity & elec signals • California
Stock Option Award AgreementStock Option Award Agreement • February 6th, 2019 • Giga Tronics Inc • Instruments for meas & testing of electricity & elec signals • California
Giga-tronics Incorporated, a California corporation, and the undersigned person (“Optionee”) are entering into this Stock Option Agreement effective as of the Grant Date set forth below. The Company has granted to Optionee the option (the “Option”) to purchase the number of shares (the “Shares”) of common stock, no par value, of the Company (“Stock”) set forth below at the per Share purchase price (the “Exercise Price”) set forth below, pursuant to the terms of this Award Agreement. The Option was granted under the Company’s 2018 Equity Incentive Plan, as the same may be amended, modified, supplemented or interpreted from time to time (the “Plan”), which is incorporated herein by reference and to which this Option is subject in all respects.
RIGHTS AGREEMENTRights Agreement • January 25th, 2013 • Giga Tronics Inc • Instruments for meas & testing of electricity & elec signals • California
Upon the close of business of the Distribution Date, the Rights shall separate from the Common Shares, Right certificates shall be issued, and the Rights shall become exercisable to purchase Preferred Shares as described in Section 5 below.
GUARANTYGuaranty • May 11th, 2023 • Giga Tronics Inc • Instruments for meas & testing of electricity & elec signals • New York
GUARANTY, dated as of December 31, 2022 (this “Guaranty”), entered into by the guarantors signatory hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchaser signatory (together with its permitted assigns, the “Purchaser” or “Purchasers,” as the case may be) to that certain Securities Purchase Agreement, dated as of the date hereof, between Giga-tronics, Incorporated, a California corporation (the “Company”) and the Purchaser (the “Purchase Agreement”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 13th, 2020 • Giga Tronics Inc • Instruments for meas & testing of electricity & elec signals • California
This Securities Purchase Agreement (this “Agreement”) dated as of March 11, 2020 is made by and between Giga-tronics Incorporated, a corporation organized in the State of California (the “Company”), and the purchaser identified on the signature page hereto ( “Purchaser”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 3rd, 2013 • Giga Tronics Inc • Instruments for meas & testing of electricity & elec signals • California
This Securities Purchase Agreement (this “Agreement”) is dated as of June 27, 2013, by and between Giga-tronics Incorporated, a corporation organized in the State of California (the “Company”), and the purchaser identified on the signature page hereto (including its successors and assigns, the “Purchaser”).
AMENDED AND RESTATED WARRANTWarrant • June 24th, 2014 • Giga Tronics Inc • Instruments for meas & testing of electricity & elec signals • Delaware
THIS AMENDED AND RESTATED WARRANT ("WARRANT") WAS ORIGINALLY SOLD ON THE ISSUE DATE IN A PRIVATE TRANSACTION AND IS AMENDED AND RESTATED AS OF THE RESTATEMENT DATE, WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE, AND MAY BE OFFERED OR SOLD ONLY IF REGISTERED UNDER THE SECURITIES ACT AND SUCH LAWS OR IF AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS IS AVAILABLE.
NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • May 11th, 2023 • Giga Tronics Inc • Instruments for meas & testing of electricity & elec signals • California
THIS NON-QUALIFIED STOCK OPTION AGREEMENT (the “Agreement”) is entered into as of September 8, 2022 (the “Grant Date”) between Giga-tronics, Inc. (the “Company”) and ____________ (the “Optionee”).
SECOND AMENDED AND RESTATED WARRANTGiga Tronics Inc • May 30th, 2019 • Instruments for meas & testing of electricity & elec signals • Delaware
THIS SECOND AMENDED AND RESTATED WARRANT ("WARRANT") WAS ORIGINALLY SOLD ON THE ISSUE DATE IN A PRIVATE TRANSACTION AND IS AMENDED AND RESTATED AS OF THE SECOND RESTATEMENT DATE, WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE, AND MAY BE OFFERED OR SOLD ONLY IF REGISTERED UNDER THE SECURITIES ACT AND SUCH LAWS OR IF AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS IS AVAILABLE.
GIGA-TRONICS INCORPORATED SEVERANCE AGREEMENTSeverance Agreement • June 24th, 2020 • Giga Tronics Inc • Instruments for meas & testing of electricity & elec signals • California
This Severance Agreement (the “Agreement”) is made and entered into by and between Lutz P. Henckels (“Employee”) and Giga-tronics Incorporated, a California corporation (the “Company”), effective as of May __, 2020 (the “Effective Date”). This Agreement amends and restates in its entirety the Severance Agreement dated April 11, 2019 by Employee and the Company and supersedes any other agreement providing similar benefits between Employee and the Company.
1 EXHIBIT 99.2Incorporated Stock Purchase Agreement • August 29th, 1997 • Giga Tronics Inc • Instruments for meas & testing of electricity & elec signals
December 22, 2021 Giga-tronics Incorporated 5990 Gleason Drive Dublin, CA 94568 Ladies and Gentlemen:Exchange Agreement • December 29th, 2021 • Giga Tronics Inc • Instruments for meas & testing of electricity & elec signals
Reference is made to that certain Severance Agreement dated June 23, 2020 (“Severance Agreement”) by and between the undersigned and Giga-tronics Incorporated, a California corporation (the “Company”).
