Exhibit 4.1


 


LOCK-UP AGREEMENT


 


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).


 


WHEREAS, pursuant to the transactions
contemplated under that certain Agreement and Plan of Merger and Reorganization, dated as of October [*], 2021 (the “Merger Agreement”),
by and among the Parent, Guerrilla RF Acquisition Co., a Delaware corporation and wholly-owned subsidiary of the Parent (the “Merger
Sub”), and Guerrilla RF, Inc., a privately held Delaware corporation (“Guerrilla”), Merger Sub will merge
with and into Guerrilla, with Guerrilla continuing as the surviving entity, and a wholly owned subsidiary of the Parent, and all of the
outstanding stock of Guerrilla will be exchanged for shares of common stock of the Parent, par value $0.0001 per share (the “Parent
Common Stock”) on the terms set forth in the Merger Agreement (the “Merger”); and


 


WHEREAS, immediately following
the closing of the Merger, the Parent will complete a private placement offering (the “Private Placement Offering”)
of a minimum of 3,500,000 shares of Parent Common Stock, at a purchase price of $2.00 per share.


 


NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:


 


		1.	Definitions.



 


(a)   “Affiliate”
shall have the meaning set forth in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”).


 


(b)   “Business
Day” means any day other than a Saturday, a Sunday or a day on which banks in the state of New York are required or authorized
by applicable law to close.


 


(c)   “Change
of Control” means the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction
or a series of related transactions, to a person or group of Affiliated persons, of the Parent’s voting securities if, after such
transfer, such person or group of Affiliated persons would hold more than 50% of the outstanding voting securities of the Parent (or the
surviving entity).


 


(d)   “First
Trading Date” mean the first date on which the Parent Common Stock is first traded on the OTCQB or OTCQX market maintained by
OTC Markets Group, the Nasdaq Stock Market, the New York Stock Exchange or the NYSE American.


 


(e)   “Immediate
Family” means any relationship by blood, domestic partnership, marriage or adoption, not more remote than first cousin.


 


(f)   “Restricted
Period” means the period of time commencing on the Closing Date and ending twelve (12) months after the First Trading Date.


 






     
 


     


    

 


(g)   “Restricted
Securities” means all shares of Parent Common Stock held by the Restricted Holder and all securities held by the Restricted
Holder that are convertible into or exercisable or exchangeable for shares of Parent Common Stock, in each case held immediately following
the closing of the Private Placement Offering or thereafter acquired by any means (including, for the avoidance of doubt, through the
receipt of equity incentive awards from the Parent), and whether held beneficially or of record, but excluding (i) any shares of
Parent Common Stock purchased by the Restricted Holder in the Private Placement Offering or in the open market following the Private Placement
Offering, and (ii) any shares of Parent Common Stock received by the Restricted Holder upon the conversion of Guerrilla debt.


 


		2.	Restrictions.



 


(a)   During
the Restricted Period, the Restricted Holder will not, directly or indirectly: (i) offer, sell, assign, transfer, pledge, hypothecate,
contract to sell, grant an option to purchase or otherwise dispose of, or announce the intention to so dispose of, any Restricted Securities
or (ii) enter into any swap, hedge or similar agreement or arrangement that transfers, in whole or in part, the economic consequence of
ownership of any Restricted Securities (the actions described in clause (i) or (ii) above being hereinafter referred to as a “Disposition”).
The foregoing restrictions are expressly agreed to preclude the Restricted Holder from engaging in any hedging or other transaction which
is designed to or which reasonably could be expected to lead to or result in a sale or disposition of any of the Restricted Securities
of the Restricted Holder during the Restricted Period, even if such securities would be disposed of by someone other than the Restricted
Holder.


 


(b)   Notwithstanding
anything contained herein to the contrary, the restrictions set forth in Section 2(a) shall not apply to:


 


(i)   if
the Restricted Holder is a natural person, any transfers made by the Restricted Holder (A) to any member of the Immediate Family of the
Restricted Holder or to a trust the direct or indirect beneficiaries of which are exclusively the Restricted Holder or members of the
Restricted Holder’s Immediate Family, or (B) by bona fide gift, will or intestacy;


 


(ii)   if
the Restricted Holder is a natural person, corporation, partnership, limited liability company or other business entity, any transfers
to a charitable organization, or to any stockholder, partner, manager, director, officer, Affiliate, employee, trustee or member of, or
owner of a similar equity interest in, the Restricted Holder or its Affiliates, or any trust for the benefit of any of the foregoing or
any Affiliate of the foregoing, or any limited partnership in which the Restricted Holder or its Affiliates holds a limited partnership
interest, as the case may be;


 


(iii)   if
the Restricted Holder is a corporation, partnership, limited liability company or other business entity, any transfer made by the Restricted
Holder:


 


(A)    in
connection with the sale or other bona fide transfer in a single transaction of all or substantially all of the Restricted Holder’s
capital stock, partnership interests, membership interests or other similar equity interests, as the case may be, or all or substantially
all of the Restricted Holder’s assets, in any such case not undertaken for the purpose of avoiding the restrictions imposed by this
Agreement,


 






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(B)    to
another corporation, partnership, limited liability company or other business entity so long as the transferee is an Affiliate of the
Restricted Holder, or


 


(C)    to
any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the Restricted Holder
(including, for the avoidance of doubt, a fund managed by the same manager or managing member or general partner or management company
or by an entity controlling, controlled by, or under common control with such manager or managing member or general partner or management
company as the Restricted Holder) if such transfer is not for value (for purposes of this paragraph the term control (including
the terms controlling, controlled by and under common control with) shall have the meaning set forth in Rule 405 under the
Securities Act);


 


(iv)   if
the Restricted Holder is a trust, to a trustor or beneficiary of the trust if such transfer is not for value;


 


(v)   any
transfers of the Restricted Securities to the Parent upon a vesting event or upon the exercise of options or warrants to purchase the
Parent’s securities, in each case on a “cashless” or “net exercise” basis, including to cover tax withholding
obligations of the Restricted Holder in connection with such vesting or exercise (and for the avoidance of doubt, any securities issued
to the Restricted Holder upon such exercise shall be Restricted Securities subject to the restrictions set forth herein);


 


(vi)   any
transfers of the Restricted Securities pursuant to a court order or by operation of law, including pursuant to a domestic order or a negotiated
divorce settlement;


 


(vii)   any
transfers of the Restricted Securities to the Parent pursuant to agreements under which the Parent has the option to repurchase such Restricted
Securities or the Parent has a right of first refusal with respect to transfers of such Restricted Securities; or


 


(viii)   any
transfers of the Restricted Securities pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction
made to all holders of Restricted Securities involving a Change of Control of the Parent (it being further understood that this Agreement
shall not restrict the undersigned from entering into any agreement or arrangement in connection therewith, including an agreement to
vote in favor of, or tender Restricted Securities or other securities of the Parent in, any such transaction or taking any other action
in connection with any such transaction), provided that the restrictions set forth herein shall continue to apply should the completion
of such transaction not occur, and provided, further, that such transaction has been approved by the Board of Directors of the Parent.


 


provided, however, that


 






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(A)    in
the case of any transfer described in clause (i), (ii), (iii), (iv), or (vi) above, it shall be a condition to the transfer that the transferee
execute and deliver to the Parent, not later than one Business Day prior to such transfer, a written agreement in substantially the form
of this Agreement covering the transferred Restricted Securities for the balance of the Restricted Period (it being understood that any
references to “Immediate Family” in the agreement executed by such transferee shall expressly refer only to the Immediate
Family of the Restricted Holder and not to the Immediate Family of the transferee) and otherwise reasonably satisfactory in form and substance
to the Parent;


 


(B)    in
the case of any transfer described in clause (i), (ii), (iii) or (iv) above, such transfers are not required to be reported under Section
16 of the Exchange Act, and the Restricted Holder does not otherwise voluntarily effect any public filing or report regarding such transfers
during the Restricted Period (other than a filing on Form 5);


 


(C)    in
the case of any transfer described in clause (v) or (vi) above, if the transfer is required to be reported under Section 16 of the Exchange
Act, any filing under Section 16 of the Exchange Act related to such transfer shall clearly indicate in the footnotes thereto that (a)
the filing relates to the circumstances described in clause (v) or (vi) above, as applicable, (b) no shares were sold by the reporting
person and (c) with respect to a transfer described in clause (v) above, any remaining shares received upon exercise of an option or a
warrant (net of any shares transferred in connection with such “cashless” or “net exercise” to cover tax withholding
obligations) or the remaining vested shares are subject to a written agreement with the Parent in substantially the form of this Agreement
for the balance of the Restricted Period; and


 


(D)    in
the case of any transfer described in clause (viii) above, in the event that the tender offer, merger, consolidation or other such transaction
is not completed, the Restricted Securities owned by the Restricted Holder shall remain subject to the restrictions contained in this
Agreement.


 


(c)   Furthermore,
during the Restricted Period, the Restricted Holder may exercise any rights to purchase, exchange or convert any stock options granted
to the Restricted Holder pursuant to the Parent’s equity incentive plans or awards existing after the Closing Date or warrants or
any other securities held by the Restricted Holder after the Closing Date, which securities are convertible into or exchangeable or exercisable
for Parent Common Stock, and the Restricted Holder agrees that the shares of Parent Common Stock received upon such exercise, purchase,
exchange or conversion shall be and remain Restricted Securities subject to the terms of this Agreement.


 


(d)   In
addition, the restrictions set forth in Section 2(a) shall not apply to the repurchase of Restricted Securities by the Parent in connection
with the termination of the Restricted Holder’s employment or other service with the Parent or any of its subsidiaries.


 


(e)   Notwithstanding
anything herein to the contrary, nothing herein shall prevent the Restricted Holder from establishing a 10b5-1 trading plan that complies
with Rule 10b5-1 under the Exchange Act (“10b5-1 Trading Plan”) or from amending an existing 10b5-1 Trading Plan so
long as there are no sales or other Dispositions of Restricted Securities under such plans during the Restricted Period; and provided
that no public announcement or filing under the Exchange Act, if any, is required or voluntarily made by or on behalf of the Restricted
Holder or the Parent during the Restricted Period regarding the establishment of a 10b5-1 Trading Plan or the amendment of a 10b5-1 Trading
Plan.


 






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(f)   In
the event that, during the Restricted Period, the Parent waives any of the restrictions on the transfer of any Restricted Securities held
by any executive officer or director of Parent or any holder of more than one percent (1.0%) of the outstanding Parent Common Stock of
the Parent (on a fully-diluted basis) that is subject to a lock-up agreement similar in terms or form to this Agreement, then Parent shall
be deemed to have also waived, on the same terms, the restrictions set forth in this Agreement that would otherwise have applied to the
undersigned on a pro-rata basis with respect to the same proportion of the undersigned’s Restricted Securities subject to this Agreement
as (x) the aggregate Restricted Securities held by such party receiving the waiver that is subject to the waiver bears to (y) the aggregate
Restricted Securities held by such party that is subject to a lock-up agreement similar in terms or form to this Agreement. The provisions
of this paragraph will not apply: (i) unless and until the Parent has first waived more than one percent (1.0%) of the total outstanding
Parent Common Stock (determined as of immediately following the Private Placement Offering and giving effect thereto) from such prohibitions,
(ii) (a) if the release or waiver is effected solely to permit a transfer not involving a disposition for value and (b) the transferee
has agreed in writing to be bound by the same terms described in this Agreement to the extent and for the duration that such terms remain
in effect at the time of the transfer, or (iii) if the release or waiver is granted to a holder of Restricted Securities who participates
in an underwritten public offering during the Restricted Period, whether or not such offering is wholly or partially a secondary offering,
of securities pursuant to a registration statement under the Securities Act of 1933, as amended, provided that the undersigned Restricted
Holder is offered the opportunity to participate in the offering on a pro rata basis. In the event that any percentage of such Restricted
Securities released from the restrictions set forth in this Agreement are subject to any restrictions of the type set forth in this Agreement,
the same restrictions shall be applicable to the release of the same percentage of the undersigned’s Restricted Securities. In the
event that, as a result of this paragraph, any Restricted Securities held by the undersigned are released from the restrictions imposed
by this Agreement, Parent shall use commercially reasonable efforts to notify the undersigned within two Business Days thereafter that
the same percentage of aggregate Restricted Securities held by the undersigned has been released from the restrictions set forth in this
Agreement; provided that the failure to give such notice to the undersigned shall not give rise to any claim or liability against the
Parent.


 


		3.	Legends; Stop Transfer Instructions.



 


(a)   In
addition to any legends to reflect applicable transfer restrictions under federal or state securities laws, each certificate or book entry
representing Restricted Securities shall be stamped or otherwise imprinted with the following legend:


 


“THE SECURITIES REPRESENTED HEREBY
ARE SUBJECT TO THE TERMS AND CONDITIONS OF A LOCK-UP AGREEMENT, DATED AS OF [*], 2021, BETWEEN THE HOLDER HEREOF AND THE ISSUER, AND MAY
ONLY BE SOLD OR TRANSFERRED IN ACCORDANCE WITH THE TERMS THEREOF.”


 






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(b)   The
Restricted Holder hereby agrees and consents to the entry of stop transfer instructions with the Parent’s transfer agent and registrar
against the transfer of the Restricted Securities except in compliance with this Agreement.


 


		4.	Miscellaneous.



 


(a)   Material
Inducement and Consideration. The Restricted Holder acknowledges and agrees that its entering into this Agreement with the Parent
and its covenants and agreements herein are a material inducement to the Parent’s entering into the Merger Agreement and proceeding
with the Merger and the Private Placement Offering, and Parent’s so doing constitute valuable consideration to the Restricted Holder.


 


(b)   Specific
Performance. The Restricted Holder agrees that in the event of any breach or threatened breach by the Restricted Holder of any covenant,
obligation or other provision contained in this Agreement, then the Parent shall be entitled (in addition to any other remedy that may
be available to the Parent) to seek: (i) a decree or order of specific performance or mandamus to enforce the observance and performance
of such covenant, obligation or other provision; and (ii) an injunction restraining such breach or threatened breach. The Restricted Holder
further agrees that neither the Parent nor any other person or entity shall be required to obtain, furnish or post any bond or similar
instrument in connection with or as a condition to obtaining any remedy referred to in this Section, and the Restricted Holder irrevocably
waives any right that he, she, or it may have to require the obtaining, furnishing or posting of any such bond or similar instrument.


 


(c)   Other
Agreements. Nothing in this Agreement shall limit any of the rights or remedies of the Parent or Restricted Holder under the Merger
Agreement, or any of the rights, remedies or obligations of the Parent or the Restricted Holder under any other agreement between the
Restricted Holder and the Parent or any certificate or instrument executed by the Restricted Holder in favor of the Parent; and nothing
in the Merger Agreement or in any other agreement, certificate or instrument shall limit any of the rights or remedies of the Parent or
any of the obligations of the Restricted Holder under this Agreement.


 


(d)   Notices.
All notices, consents, waivers, and other communications which are required or permitted under this Agreement shall be in writing and
will be deemed given to a party (i) on the date of delivery, if delivered to the appropriate address by hand or by nationally recognized
overnight courier service (costs prepaid); (ii) the date of transmission if sent by facsimile or e-mail with confirmation of transmission
by the transmitting equipment if such notice or communication is delivered prior to 5:00 P.M., Eastern Time, on a Business Day, or the
next Business Day after the date of transmission, if such notice or communication is delivered on a day that is not a Business Day or
later than 5:00 P.M., Eastern Time, on a Business Day; (iii) the date received or rejected by the addressee, if sent by certified mail,
return receipt requested; or (iv) seven days after the placement of the notice into the mails (first class postage prepaid), to the party
at the address, facsimile number, or e-mail address furnished by the such party,


 


	
    If to the Parent:

     

    Guerrilla RF, Inc.

    1196 Pleasant Ridge Road, Suite 5

    Greensboro, NC 27409

    Attention: Ryan Pratt, CEO

    Email: rpratt@guerrilla-rf.com

     
	 	
    With a copy (which copy shall not constitute notice hereunder) to:

     

    Brooks Pierce, McLendon, Humphrey & Leonard, L.L.P.

    230 N. Elm Street, 2000 Renaissance Plaza

    Greensboro, North Carolina 27401

    Attention: John M. Cross, Jr.

    Email: jcross@brookspierce.com

     

	
    If to the Restricted Holder:

     

    To the address set forth on the signature page hereto.

     
	 	 


 


Any party may give any notice,
request, demand, claim or other communication hereunder using any other means (including personal delivery, expedited courier, messenger
service, telecopy, telex, ordinary mail or electronic mail), but no such notice, request, demand, claim or other communication shall be
deemed to have been duly given unless and until it actually is received by the party for whom it is intended. Any party may change the
address to which notices, requests, demands, claims, and other communications hereunder are to be delivered by giving the other party
notice in the manner herein set forth.


 






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(e)   Severability.
Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity
or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in
any other situation or in any other jurisdiction. If the final judgment of a court of competent jurisdiction declares that any term or
provision hereof is invalid or unenforceable, the parties hereto agree that the court making such determination shall have the power to
limit the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a
term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term
or provision, and this Agreement shall be enforceable as so modified. In the event such court does not exercise the power granted to it
in the prior sentence, the parties hereto agree to replace such invalid or unenforceable term or provision with a valid and enforceable
term or provision that will achieve, to the extent possible, the economic, business and other purposes of such invalid or unenforceable
term.


 


(f)   Applicable
Law; Jurisdiction. THIS AGREEMENT IS MADE UNDER, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED SOLELY THEREIN, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW.


 


(g)   Waiver;
Termination. No failure on the part of the Parent to exercise any power, right, privilege or remedy under this Agreement, and no delay
on the part of the Parent in exercising any power, right, privilege or remedy under this Agreement, shall operate as a waiver of such
power, right, privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any
other or further exercise thereof or of any other power, right, privilege or remedy. The Parent shall not be deemed to have waived any
claim arising out of this Agreement, or any power, right, privilege or remedy under this Agreement, unless the waiver of such claim, power,
right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of the Parent; and any
such waiver shall not be applicable or have any effect except in the specific instance in which it is given. If the Merger Agreement is
terminated prior to Closing, this Agreement shall thereupon terminate.


 






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(h)   Captions.
The captions contained in this Agreement are for convenience of reference only, shall not be deemed to be a part of this Agreement and
shall not be referred to in connection with the construction or interpretation of this Agreement.


 


(i)   Further
Assurances. The Restricted Holder hereby represents and warrants that the Restricted Holder has full power and authority to enter
into this Agreement and that this Agreement has been duly authorized (if the Restricted Holder is not a natural person), executed and
delivered by the Restricted Holder and is a valid and binding agreement of the Restricted Holder.


 


(j)   Entire
Agreement. This Agreement sets forth the entire understanding of the Parent and the Restricted Holder relating to the subject matter
hereof and supersedes all other prior agreements and understandings between the Parent and the Restricted Holder relating to the subject
matter hereof.


 


(k)   Non-Exclusivity.
The rights and remedies of the Parent hereunder are not exclusive of or limited by any other rights or remedies which the Parent may have,
whether at law, in equity, by contract or otherwise, all of which shall be cumulative (and not alternative).


 


(l)   Amendments.
This Agreement may not be amended, modified, altered or supplemented other than by means of a written instrument duly executed and delivered
on behalf of the Parent and the Restricted Holder.


 


(m)   Binding
Nature. This Agreement and all authority herein conferred are irrevocable and shall survive the death or incapacity of the Restricted
Holder (if a natural person) and shall be binding upon the heirs, personal representatives, successors and assigns of the Restricted Holder.


 


(n)   Counterparts.
This Agreement may be executed in separate counterparts, each of which shall be deemed an original and both of which shall constitute
one and the same instrument.


 


[Signature Page Attached]


 


 




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IN WITNESS WHEREOF, the undersigned
has executed and delivered this Agreement as of the date first set forth above.


 


	RESTRICTED HOLDER (individual)	 	RESTRICTED HOLDER (entity)
	 	 	 
	Signature	 	Name of Entity
	 	 	 
		 	By:	 	 
	Print Name	 	 	Signature	
	 	 	 
		 	Print Name:	 
	Signature (if Joint Tenants or Tenants in Common)	 	Title:	 
	 	 	 
	Address of Principal Residence:	 	Address of Executive Offices:
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	E-mail Address:	 	E-mail Address:
	 	 	 
	 	 	 






 


Acknowledged and Agreed:


 





	GUERRILLA RF, INC.	 
	 	 
	By:		 
	 	Name:	
	 	Title:	


 


[SIGNATURE PAGE TO GUERRILLA LOCK-UP AGREEMENT]