0001437749-11-008565 Sample Contracts

INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • November 14th, 2011 • Giga Tronics Inc • Instruments for meas & testing of electricity & elec signals • California

This Investor Rights Agreement (this “Agreement”) is made and entered into as of November 10, 2011, by and among Giga-tronics Incorporated, a corporation organized in the State of California (the “Company”), and the purchasers signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).

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November 10, 2011 Alara Capital AVI II, LLC
Securities Purchase Agreement • November 14th, 2011 • Giga Tronics Inc • Instruments for meas & testing of electricity & elec signals

Giga-tronics Incorporated (the “Company”) and Alara Capital AVI II, LLC (“Purchaser”) are entering into a Securities Purchase Agreement dated as of the date hereof (the “Agreement”). As a condition to its execution and delivery to the Company of the Agreement, Purchaser is requiring that directors and executive officers of the Company execute and deliver to Purchaser this letter agreement.

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