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Laffin Acquisition

Filed: 27 Oct 21, 2:01pm

Exhibit 3.1

 

STATE OF DELAWARE CERTIFICATE OF MERGER
FOR THE MERGER OF
GUERRILLA RF ACQUISITION CO. WITH AND INTO
GUERRILLA RF, INC.

 

October 22, 2021

 

 

 

Pursuant to Section 251(c) of the
General Corporation Law of the State of Delaware

 

 

 

Guerrilla RF, Inc. a Delaware corporation (the “Corporation”), does hereby certify to the following facts relating to the merger (the “Merger”) of Guerrilla RF Acquisition Co., a Delaware corporation (“Merger Sub”), with and into the Corporation, with the Corporation remaining as the surviving corporation of the Merger (the “Surviving Corporation”):

 

FIRST:The name of each constituent corporation is Guerrilla RF, Inc., a Delaware corporation, and Guerrilla RF Acquisition Co., a Delaware corporation.

 

SECOND:An Agreement and Plan of Merger, dated as of October 22, 2021 (the “Merger Agreement”), by and among Laffin Acquisition Corp., a Delaware corporation, Merger Sub and the Corporation has been approved, adopted, certified, executed and acknowledged by the Corporation and Merger Sub and the requisite stockholders of the Corporation and of Merger Sub, the constituent corporations.

 

THIRD:In accordance with the Merger Agreement and upon the effectiveness of this filing, Merger Sub will merge with and into the Corporation. The name of the Surviving Corporation of the Merger shall be “Guerrilla RF Operating Corporation”

 

FOURTH:Upon the effectiveness of the Merger, the Certificate of Incorporation of the Corporation, as in effect immediately prior to the Merger, shall be the Certificate of Incorporation of the Surviving Corporation.

 

FIFTH:The Merger shall become effective upon filing of this Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the provisions of Sections 103 and 252(c) of the DGCL.

 

SIXTH:The executed Merger Agreement is on file at the principal place of business of the Surviving Corporation at 1196 Pleasant Ridge Road, Suite 5 Greensboro, North Carolina 27409.

 

SEVENTH:A copy of the executed Merger Agreement will be furnished by the Surviving Corporation on request and without cost, to any stockholder of any constituent corporation of the Merger.

 

 

 

 

 

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Merger to be executed by its duly authorized officer as of the date first above written.

 

 Guerrilla RF, Inc.
   
 By: 
 Name:  Ryan Pratt
 Title:Chief Executive Officer

 

[Signature Page to Certificate of Merger]