Exhibit
4.2


 


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.


 


	WARRANT NO. ___________	 	NUMBER OF SHARES: ___________
	DATE OF ISSUANCE: ___________	 	 
	EXPIRATION DATE: ___________	 	 



 


FORM
OF WARRANT TO PURCHASE SHARES


OF
COMMON STOCK OF GUERRILLA RF, INC.


 


This
Warrant is issued to ___________, or his registered assigns (including any successors or assigns, the “Warrantholder”),
by Guerrilla RF, Inc., a Delaware corporation (the “Company”).


 


1.
EXERCISE OF WARRANT.


 


(a)
Number and Exercise Price of Warrant Shares; Expiration Date. Subject to the terms and conditions set forth herein at any time
beginning on or after the date hereof (the “Initial Exercise Date”) and ending on or before 5:00 p.m. New York City
time on the fifth anniversary of the Initial Exercise Date (the “Expiration Date”), the Warrantholder is entitled
to purchase from the Company up to ___________shares of the Company’s Common Stock, $0.0001 par value per share (the “Common
Stock”) (as adjusted from time to time pursuant to the provisions of this Warrant) (the “Warrant Shares”),
at a purchase price of $2.00 per share (the “Exercise Price”) (subject to earlier termination of this Warrant as set
forth herein).


 


(b)
Method of Exercise. While this Warrant remains outstanding and exercisable in accordance with Section 1(a) above, the Warrantholder
may exercise this Warrant in accordance with Section 5 herein, by either:


 


(1)
wire transfer to the Company or cashier’s check drawn on a United States bank made payable to the order of the Company, or


 


(2)
exercising of the right to credit the Exercise Price against the Fair Market Value of the Warrant Shares (as defined below) at the time
of exercise (the “Net Exercise”) pursuant to Section 1(c).


 


Notwithstanding
anything herein to the contrary, the Warrantholder shall not be required to physically surrender this Warrant to the Company until the
Warrantholder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case,
the Warrantholder shall surrender this Warrant to the Company for cancellation within three (3) trading days of the date the final Notice
of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of
Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in
an amount equal to the applicable number of Warrant Shares purchased. The Warrantholder and the Company shall maintain records showing
the number of Warrant Shares purchased and the date of such purchases.


 




     


     


    

 


(c)
Net Exercise. If the Company shall receive written notice from the Warrantholder at the time of exercise of this Warrant that
the Warrantholder elects to Net Exercise the Warrant, the Company shall deliver to such Warrantholder (without payment by the Warrantholder
of any exercise price in cash) that number of Warrant Shares computed using the following formula:


 


X
= Y (A - B)


A


 


Where


 


		X 	=	The number
                                            of Warrant Shares to be issued to the Warrantholder.



 


		Y 	=	The number
                                            of Warrant Shares purchasable under this Warrant or, if only a portion of this Warrant is
                                            being exercised, the number of Warrant Shares for which this Warrant is being exercised.



 


		A	 =	The Fair Market
                                            Value of one (1) share of Common Stock on the trading date immediately preceding the date
                                            on which Warrantholder elects to exercise this Warrant.



 


		B 	=	The Exercise
                                            Price (as adjusted hereunder).



 


The
“Fair Market Value” of one share of Common Stock shall mean (x) the last reported sale price of the Common Stock on
the business day prior to the date of exercise on the Trading Market on which the Common Stock is then listed or quoted as reported by
Bloomberg Financial Markets (or a comparable reporting service of national reputation selected by the Company and reasonably acceptable
to the holder if Bloomberg Financial Markets is not then reporting sales prices of the Common Stock) (collectively, “Bloomberg”),
(y) if the foregoing does not apply, an average of the closing price of the Common Stock on the previous twenty (20) business days prior
to the date of exercise in the OTC Markets, on the pink sheets or bulletin board for such security as reported by Bloomberg or, (z) if
fair market value cannot be calculated as of such date on either of the foregoing bases, the price determined in good faith by the Company’s
Board of Directors.


 


“OTC
Markets” shall mean either OTC QX or OTC QB of the OTC Markets Group, Inc. (or any successors to any of the foregoing).


 


“Trading
Market” shall mean any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the
date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York
Stock Exchange (or any successors to any of the foregoing).


 




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(d)
Deemed Exercise. In the event that immediately prior to the close of business on the Expiration Date, the Fair Market Value of
one share of Common Stock (as determined in accordance with Section 1(c) above) is greater than the then applicable Exercise Price,
this Warrant shall be deemed to be automatically exercised on a net exercise issue basis pursuant to Section 1(c) above, and the
Company shall deliver the applicable number of Warrant Shares to the Warrantholder pursuant to the provisions of Section 1(c)
above and this Section 1(d).


 


2.
CERTAIN ADJUSTMENTS.


 


(a)
Adjustment of Number of Warrant Shares and Exercise Price. The number and kind of Warrant Shares purchasable upon exercise of
this Warrant and the Exercise Price shall be subject to adjustment from time to time as follows:


 


(1)
Subdivisions, Combinations and Other Issuances. If the Company shall at any time after the Date of Issuance but prior to the Expiration
Date subdivide its shares of capital stock of the same class as the Warrant Shares, by split-up or otherwise, or combine such shares
of capital stock, or issue additional shares of capital stock as a dividend with respect to any shares of such capital stock, or effect
any forward stock split or reverse stock split of its capital stock of the same class as the Warrant Shares, the number of Warrant Shares
issuable on the exercise of this Warrant shall forthwith be proportionately increased in the case of a subdivision, stock dividend or
forward stock split, or proportionately decreased in the case of a reverse stock split or other combination. Appropriate adjustments
shall also be made to the Exercise Price payable per share, but the aggregate Exercise Price payable for the total number of Warrant
Shares purchasable under this Warrant (as adjusted) shall remain the same. Any adjustment under this Section 2(a)(1) shall become
effective at the close of business on the date the subdivision or combination becomes effective, or as of the record date of such dividend,
or in the event that no record date is fixed, upon the making of such dividend.


 


(2)
Reclassification, Reorganizations and Consolidation. In case of any reclassification, capital reorganization or change in the
capital stock of the Company (other than as a result of a subdivision, combination or stock dividend provided for in Section 2(a)(1)
above) that occurs after the Date of Issuance (whether prior to, on or subsequent to the Initial Exercise Date), then, as a condition
of such reclassification, reorganization or change, lawful provision shall be made, and duly executed documents evidencing the same from
the Company or its successor shall be delivered to the Warrantholder, so that the Warrantholder shall thereafter have the right at any
time prior to the Expiration Date to purchase, at a total price equal to that payable upon the exercise of this Warrant, the kind and
amount of shares of stock and/or other securities or property (including, if applicable, cash) receivable in connection with such reclassification,
reorganization or change by a holder of the same number and type of securities as were purchasable as Warrant Shares by the Warrantholders
immediately prior to such reclassification, reorganization or change. In any such case appropriate provisions shall be made with respect
to the rights and interest of the Warrantholder so that the provisions hereof shall thereafter be applicable with respect to any shares
of stock or other securities or property deliverable upon exercise hereof, and appropriate adjustments shall be made to the Exercise
Price payable hereunder, provided the aggregate Exercise Price shall remain the same (and, for the avoidance of doubt, this Warrant shall
be exclusively exercisable for such shares of stock and/or other securities or property from and after the consummation of such reclassification
or other change in the capital stock of the Company).


 




    -3- 


     


    

 


(b)
Notice to Warrantholder. If, while this Warrant is outstanding (whether prior to, on or subsequent to the Initial Exercise Date),
the Company (i) declares a dividend or any other distribution of cash, securities or other property in respect of its Common Stock, including,
without limitation, any granting of rights or warrants to subscribe for or purchase any capital stock of the Company or any subsidiary,
(ii) authorizes or approves, enters into any agreement contemplating or solicits stockholder approval for any Fundamental Transaction
or (iii) authorizes the voluntary dissolution, liquidation or winding up of the affairs of the Company, then the Company shall deliver
to the Warrantholder a notice of such transaction at least ten (10) business days prior to the applicable record or effective date on
which a person would need to hold Common Stock in order to participate in or vote with respect to such transaction; provided, however,
that the failure to deliver such notice or any defect therein shall not affect the validity of the corporate action required to be described
in such notice.


 


(c)
Calculations. All calculations under this Section 2 shall be made to the nearest cent or the nearest whole share, as the
case may be. For purposes of this Section 2, the number of shares of Common Stock deemed to be issued and outstanding as of a
given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.


 


(d)
Treatment of Warrant upon a Fundamental Transaction.


 


(1)
If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions effects
any merger or consolidation of the Company with or into another person, (ii) the Company, directly or indirectly, effects any sale, lease,
license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related
transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another person)
is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash
or property and has been accepted by the holders of 50% or more of the outstanding Common Stock, (iv) the Company, directly or indirectly,
in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory
share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property,
(v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other
business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another
person or group of persons whereby such other person or group acquires more than 50% of the outstanding shares of Common Stock (not including
any shares of Common Stock held by the other person or other persons making or party to, or associated or affiliated with the other persons
making or party to, such stock or share purchase agreement or other business combination) (each a “Fundamental Transaction”),
then, upon any subsequent exercise of this Warrant, the Warrantholder shall have the right to receive, for each Warrant Share that would
have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Warrantholder,
the number, class, and series of shares of stock of the successor or acquiring corporation or of the Company, if it is the surviving
corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental
Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental
Transaction.  For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply
to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such
Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner
reflecting the relative value of any different components of the Alternate Consideration.  If holders of Common Stock are given
any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Warrantholder shall be given
the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. 
The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor
Entity”) to assume in writing all of the obligations of the Company under this Warrant and the other transaction documents
in accordance with the provisions of this Section 2(d)(1) pursuant to written agreements in form and substance reasonably satisfactory
to the Warrantholder and approved by the Warrantholder (without unreasonable delay) prior to such Fundamental Transaction and shall,
at the option of the Warrantholder, deliver to the Warrantholder in exchange for this Warrant a security of the Successor Entity evidenced
by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of
shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable
upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction,
and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account the relative
value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number
of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediately
prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Warrantholder.
Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from
and after the date of such Fundamental Transaction, the provisions of this Warrant and the other transaction documents referring to the
“Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume
all of the obligations of the Company under this Warrant and the other transaction documents with the same effect as if such Successor
Entity had been named as the Company herein.


 






    -4- 


     


    

 


3.
NO FRACTIONAL SHARES. No fractional Warrant Shares or scrip representing fractional shares will be issued upon exercise of this Warrant.
In lieu of any fractional shares which would otherwise be issuable, the Company shall pay cash equal to the product of such fraction
multiplied by the Fair Market Value of one Warrant Share.


 


4.
NO STOCKHOLDER RIGHTS. Until the exercise of this Warrant or any portion of this Warrant, the Warrantholder shall not have, nor exercise,
any rights as a stockholder of the Company (including without limitation the right to notification of stockholder meetings or the right
to receive any notice or other communication concerning the business and affairs of the Company) except as provided in Section 8 below.


 


5.
MECHANICS OF EXERCISE.


 


(a)
Delivery of Warrant Shares Upon Exercise. This Warrant may be exercised by the holder hereof, in whole or in part, by delivering
to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Warrantholder
at the address of the Warrantholder appearing on the books of the Company) of a duly completed and executed copy of the Notice of Exercise
in the form attached hereto as Exhibit A by facsimile or e-mail attachment and paying the Exercise Price (unless the Warrantholder
has elected to Net Exercise) then in effect with respect to the number of Warrant Shares as to which the Warrant is being exercised.
This Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of the delivery to the Company
of the Notice of Exercise as provided above, and the person entitled to receive the Warrant Shares issuable upon such exercise shall
be treated for all purposes as the holder of such shares of record as of the close of business on such date. Warrant Shares purchased
hereunder shall be transmitted by the Company’s transfer agent to the holder by crediting the account of the holder’s prime
broker with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company
is then a participant in such system and either (A) there is an effective registration statement covering the resale of the Warrant Shares
by the holder and the Warrantholder has certified to the Company that it has sold or otherwise disposed of the Warrant Shares in accordance
with the plan of distribution set forth in such registration statement, (B) the shares are eligible for resale by the holder pursuant
to Rule 144 and the Warrantholder has certified to the Company that is has sold the Warrant Shares in accordance with the requirements
of such Rule,or (C) the shares have been exercised on a cashless basis and are eligible for resale by the holder pursuant to Rule 144
without volume or manner of sale limitations, and otherwise in book entry form or by physical delivery to the address specified by the
holder in the Notice of Exercise by the end of the day (such date, the “Warrant Share Delivery Date”) on the date
that is not more than two (2) trading days from the date of delivery to the Company of the Notice of Exercise and payment of the aggregate
Exercise Price (unless exercised by means of a cashless exercise pursuant to Section 1(c)). The Warrant Shares shall be deemed
to have been issued, and the holder or any other person so designated to be named therein shall be deemed to have become a holder of
record of such shares for all purposes, as of the date the Warrant has been exercised, with payment to the Company of the Exercise Price
(or by Net Exercise) and all taxes required to be paid by the holder, if any, prior to the issuance of such shares, having been paid.


 






    -5- 


     


    

 


(b)
Rescission Rights. If the Company fails to cause the transfer agent to transmit to the Warrantholder the Warrant Shares pursuant
to Section 5(a) by the Warrant Share Delivery Date, then the Warrantholder will have the right to rescind such exercise.


 


6.
CERTIFICATE OF ADJUSTMENT. Whenever the Exercise Price or number or type of securities issuable upon exercise of this Warrant is adjusted,
as herein provided, the Company shall, at its expense, promptly deliver to the Warrantholder a certificate of an officer of the Company
setting forth the nature of such adjustment and showing in detail the facts upon which such adjustment is based.


 


 


7.
COMPLIANCE WITH SECURITIES LAWS.


 


(a)
The Warrantholder understands that this Warrant and the Warrant Shares are characterized as “restricted securities” under
the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and
that under such laws and applicable regulations this Warrant and the Warrant Shares may be resold without registration under the Securities
Act only in certain limited circumstances. In this connection, the Warrantholder represents that it is familiar with Rule 144 under the
Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. The Warrantholder
represents, covenants and agrees that as of the date hereof, it is, and on each date on which it exercises the Warrants it will be, an
“accredited investor” as defined in Rule 501(a) under the Securities Act.


 


(b)
Prior and as a condition to the sale or transfer of the Warrant Shares issuable upon exercise of this Warrant, the Warrantholder shall
furnish to the Company such certificates, representations, agreements and other information, including an opinion of counsel, as the
Company or the Company’s transfer agent reasonably may require to confirm that such sale or transfer is being made pursuant to
an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, unless such Warrant Shares
are being sold or transferred pursuant to an effective registration statement.


 


(c)
The Warrantholder acknowledges that the Company may place a restrictive legend on the Warrant Shares issuable upon exercise of this Warrant
in order to comply with applicable securities laws, in substantially the following form and substance, unless such Warrant Shares are
freely tradable, without restriction, under Rule 144 under the Securities Act or pursuant to an effective registration statement.:


 


“THE
SECURITIES REPRESENTED BY THIS BOOK-ENTRY POSITION HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE
RULES AND REGULATIONS PROMULGATED THEREUNDER (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND NEITHER
SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION
STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) AN EXEMPTION
FROM SUCH REGISTRATION EXISTS AND THE COMPANY RECEIVES AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO
THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS.”


 




    -6- 


     


    

 


8.
REPLACEMENT OF WARRANTS. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation
of this Warrant and, in the case of any such loss, theft or destruction of this Warrant, on delivery of an indemnity agreement reasonably
satisfactory in form and amount to the Company or, in the case of any such mutilation, on surrender and cancellation of such Warrant,
the Company at its expense will execute and deliver, in lieu thereof, a new Warrant of like tenor.


 


9.
NO IMPAIRMENT. Except to the extent as may be waived by the holder of this Warrant, the Company will not, by amendment of its charter
or through a Fundamental Transaction, dissolution, sale of assets or any other voluntary action, avoid or seek to avoid the observance
or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms
and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholder against impairment.


 


10.
TRADING DAYS. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall
be other than a day on which the Common Stock is traded on the Trading Market, then such action may be taken or such right may be exercised
on the next succeeding day on which the Common Stock is so traded.


 


11.
TRANSFERS; EXCHANGES.


 


(a)
Subject to compliance with applicable federal and state securities laws and Section 7 hereof, this Warrant may be transferred
by the Warrantholder to any Affiliate (as defined below) or to any accredited investor with respect to any or all of the Warrant Shares
purchasable hereunder (a “Permitted Transfer”). For a transfer of this Warrant as an entirety by the Warrantholder,
upon surrender of this Warrant to the Company, together with the Notice of Assignment in the form attached hereto as Exhibit B
duly completed and executed on behalf of the Warrantholder, the Company shall issue a new Warrant of the same denomination to the assignee.
For a transfer of this Warrant with respect to a portion of the Warrant Shares purchasable hereunder, upon surrender of this Warrant
to the Company, together with the Notice of Assignment in the form attached hereto as Exhibit B duly completed and executed on
behalf of the Warrantholder, the Company shall issue a new Warrant to the assignee, in such denomination as shall be requested by the
Warrantholder, and shall issue to the Warrantholder a new Warrant covering the number of shares in respect of which this Warrant shall
not have been transferred. The term “Affiliate” as used herein means, with respect to any person, any other person
that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such person,
and any officers, employees or partners of the Warrantholder.


 


(b)
Upon any Permitted Transfer, this Warrant is exchangeable, without expense, at the option of the Warrantholder, upon presentation and
surrender hereof to the Company for other warrants of different denominations entitling the holder thereof to purchase in the aggregate
the same number of shares of Common Stock purchasable hereunder. This Warrant may be divided or combined with other warrants that carry
the same rights upon presentation hereof at the principal office of the Company together with a written notice specifying the denominations
in which new warrants are to be issued to the Warrantholder and signed by the Warrantholder hereof. The term “Warrants”
as used herein includes any warrants into which this Warrant may be divided or exchanged.


 




    -7- 


     


    

 


12.
VALID ISSUANCE; AUTHORIZED SHARES. The Company hereby represents, covenants and agrees that: (i) this Warrant is, and any Warrant issued
in substitution for or replacement of this Warrant shall be, upon issuance, a valid and legally binding obligation of the Company, enforceable
against the Company in accordance with its terms; (ii) the issuance of this Warrant shall constitute full authority to the Company’s
officers who are charged with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant;
(iii) all Warrant Shares issuable upon exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares
in accordance herewith shall be, upon issuance, validly issued, fully paid and non-assessable, issued without violation of any preemptive
or similar rights of any stockholder of the Company and free and clear of all taxes, liens and charges created by the Company in respect
of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue); and (iv) during the period
the Warrant is outstanding, the Company shall reserve from its authorized and unissued Common Stock a sufficient number of shares to
provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant.


 


13.
REGISTRATION RIGHTS. The Warrantholder is a party to the Registration Rights Agreement dated October 22, 2021 among the Company, the
Warrantholder, other Warrantholders and persons who purchased Common Stock in the Company’s private offering of up to $15,000,000
of Common Stock (exclusive of a $5,000,000 over-subscription option) under which the resale of the Warrant Shares is to be registered
and has all of the rights and oblgations provided for therein.


 


14.
MISCELLANEOUS.


 


(a)
This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to New York conflicts
of law principles. Any judicial proceeding brought under this Agreement or any dispute arising out of this Agreement or any matter related
hereto shall be brought in the courts of the State of New York, New York County, or in the United States District Court for the Southern
District of New York.


 


(b)
All notices, requests, consents and other communications hereunder shall be in writing, shall be sent by confirmed facsimile or electronic
mail, or mailed by first-class registered or certified airmail, or nationally recognized overnight express courier, postage prepaid,
and shall be deemed given when so sent in the case of facsimile or electronic mail transmission, or when so received in the case of mail
or courier, and addressed as follows: (a) if to the Company, to Guerrilla RF, Inc., 1196 Pleasant Ridge Road, Suite 5 Greensboro, NC
27409, Attention: Ryan Pratt, CEO, Email: rpratt@guerrilla-rf.com, with a copy to (which shall not constitute notice) 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; and (b) if to the Warrantholder, at such address or addresses (including copies to counsel)
as set forth below.


 


(c)
The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provisions.


 


[Signature
Page Follows]


 




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IN
WITNESS WHEREOF, this Warrant to Purchase Shares of Common Stock of Guerrilla RF, Inc. is issued effective as of the date first set forth
above.


 


	 	GUERRILLA RF, INC.
	 	 	 
	 	By:	 
	 	Name: 	Ryan Pratt
	 	Title:	Chief Executive Officer



 


[Signature Page To Warrant To Purchase Shares
Of Common Stock Of Guerrilla RF, Inc.]

 




     


     


    

 


EXHIBIT
A


 


NOTICE
OF EXERCISE


(To
be signed only upon exercise of Warrant)


 


	To:		Guerrilla
                                            RF, Inc.



 


The
undersigned, the Warrantholder of the attached Warrant, hereby irrevocably elects to exercise the purchase right represented by such
Warrant for, and to purchase thereunder, _______________ (__________) shares of Common Stock of Guerrilla RF, Inc. and (choose one)


 


__________
herewith makes payment of __________ dollars ($__________) thereof


 


or


 


__________
elects to Net Exercise the Warrant pursuant to Section 1(b)(2) thereof.








 


The
undersigned requests that the certificates or book entry position evidencing the shares to be acquired pursuant
to such exercise be issued in the name of, and delivered to_________________________________________________, whose address is___________________________________________________________________________________________.


 


By
its signature below the undersigned hereby represents and warrants that it is an “accredited investor” as defined in Rule
501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, and agrees to be bound by the terms and conditions of
the attached Warrant as of the date hereof, including Section 7 thereof.


 


DATED:








 





	 	(Signature
must conform in all respects to name of

the Warrantholder as specified on the face of the Warrant)
	 	 
	 	 
	 	[_____________]
	 	Address:	                        
	 	 
	 	 



 




    Exhibit A


     


    

 


EXHIBIT
B


 


NOTICE
OF ASSIGNMENT FORM


 


FOR
VALUE RECEIVED, [__________] (the “Assignor”) hereby sells, assigns and transfers all of the rights of the undersigned
Assignor under the attached Warrant with respect to the number of shares of common stock of Guerrilla RF, Inc. (the “Company”)
covered thereby set forth below, to the following “Assignee” and, in connection with such transfer, represents and
warrants to the Company that the transfer is in compliance with Section 7 of the Warrant and applicable federal and state securities
laws:


 


	NAME OF ASSIGNEE	 	ADDRESS/FAX NUMBER
	 	 	 
	Number of shares: 	 	 	 
	 	 	 	 
	Dated:	 	 	Signature:	 
	 	 	 		 
	 	 	 	Witness:	 



 




    Exhibit B


     


    

 


ASSIGNEE
ACKNOWLEDGMENT


 


The
undersigned Assignee acknowledges that it has reviewed the attached Warrant and by its signature below it hereby represents and warrants
that it is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933,
as amended, and agrees to be bound by the terms and conditions of the Warrant as of the date hereof, including Section 7 thereof.


 


	 	Signature:	 
	 	 	 
	 	By:	 
	 	Its:	 



 


	Address:	 
	 	 
	 	 
	 	 
	 	 
	E-Mail Address:	 
	 	 
	 	 



 


 


Exhibit
B