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.
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).
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).
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”).
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”).
