Common use of Private Placements Clause in Contracts

Private Placements. 1.4.1. In February 2020, the Company issued to GigAcquisitions3, LLC (the “Sponsor”) an aggregate of 5,735,000 shares of Common Stock (the “Company Founder Shares”), for the aggregate consideration of $25,000, in private placements intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). Prior to the Closing, the Company will issue 5,000 shares of Common Stock (the “Insider Shares” and, together with the Company Founder Shares, the “Founder Shares”), solely in consideration of future services, to each of Xxxx Xxxxxxxxx, Xxxxxx Xxxxx-Xxxxxxx and Xxxxx Xxxx (each, an “Insider” and together, the “Insiders”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the sale of the Founder Shares. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters. The holders of the Founder Shares shall have no right to any liquidation distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization, or other similar business combination (“Business Combination”) within the required time period. The holders of the Founder Shares shall not have conversion rights with respect to the Founder Shares nor shall the holders be entitled to sell such Founder Shares to the Company in any tender offer in connection with a proposed Business Combination. If the Over-Allotment Option is not exercised by the Representatives, on behalf of the several Underwriters, in full or in part, the Sponsor shall forfeit such number of Founder Shares, up to a maximum of 750,000 Founder Shares, as is necessary to maintain the Sponsor’s and the Insiders’ aggregate 20% beneficial ownership in the Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment Option but excluding the issuance of the Private Units and the purchase by the Sponsor of any units in the Offering.

Private Placements. 1.4.1. In February 20201.3.1 On June 3, 2019, the Company issued to GigAcquisitions3X. Xxxxx Principal Investments, LLC (“BRPI”), a wholly owned subsidiary of X. Xxxxx Financial, Inc. (“X. Xxxxx Financial”), the parent of X. Xxxxx Principal Sponsor Co. II, LLC (the “Sponsor”) ), 10,000 shares of common stock of the Company. In January 2020, BRPI contributed such shares to the Sponsor. On February 3, 2020, the Company effectuated a recapitalization of the Company, which included a 1-for-575 stock split resulting in an aggregate of 5,735,000 5,750,000 shares of Common Stock the Company’s Class B common stock, par value $0.0001 (the “Company Founder Shares”), for the aggregate consideration of $25,000, in private placements intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). Prior to the Closing, the Company will issue 5,000 shares of Common Stock (the “Insider Shares” and, together with the Company Founder Shares, the “Founder Shares”), solely outstanding and held by the Sponsor (up to 750,000 of which are subject to forfeiture to the extent the Over-allotment Option is not exercised in consideration of future servicesfull). On April 21, 2020, 20,000 Founder Shares were transferred to each of Xxxx XxxxxxxxxXxxxxxx Xxxxxxx, Xxxxx Xxxxxxx, Xxxxxxx Xxxxxxxx and Xxxxxx Xxxxx-Xxxxxxx and Xxxxx Xxxx (each, an “Insider” and togethercollectively with the Sponsor, the “InsidersInitial Stockholders”), the Company’s independent director nominees, at par value. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the sale of the Founder Shares. The Founder Shares shall be subject to restrictions on transfer Except as set forth described in the Insider Letters. The holders Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Initial Stockholders or until the earlier of: (i) one year following the consummation of the Business Combination; and (ii) subsequent to the consummation of a Business Combination, (x) when the closing price of the Common Stock exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing 150 days after the consummation of the Business Combination; or (y) the date on which the Company consummates a transaction which results in all of the Company’s stockholders having the right to exchange their shares for cash, securities or other property. The Initial Stockholders shall have no right to any liquidation distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization, or other similar business combination (“a Business Combination”) within the required time period. The holders of the Founder Shares Initial Stockholders shall not have conversion redemption rights with respect to the Founder Shares nor shall Shares. In the holders be entitled to sell such Founder Shares to the Company in any tender offer in connection with a proposed Business Combination. If event that the Over-Allotment allotment Option is not exercised by the Representatives, on behalf of the several Underwriters, in full or in partfull, the Sponsor shall will be required to forfeit such number of Founder Shares, up to a maximum of 750,000 Shares such that the Founder Shares, as is necessary to maintain the Sponsor’s and the Insiders’ aggregate Shares will comprise 20% beneficial ownership in of the Common Stock issued and outstanding shares of the Company after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment allotment Option but excluding (not including the issuance of the Private Units and the purchase by the Sponsor of any units in the OfferingPlacement Shares (as defined below)).

Private Placements. 1.4.1. In February 20201.3.1 On November 14, 2018, GA International Services Corp. (“GA International”), a California corporation, owned by Great American Group, LLC (the “Sole Stockholder”), a wholly owned subsidiary of B. Xxxxx Financial, Inc. (“B. Xxxxx Financial”), the Company issued to GigAcquisitions3parent of B. Xxxxx Principal Sponsor Co., LLC (the “Sponsor”) ), merged into the Company. GA International operated as GA International Services, LLC, a former California limited liability company, from the date of its incorporation on October 9, 2012 through November 5, 2018, the date it was converted from a limited liability company to a California corporation. All of the membership interests in GA International Services, LLC were issued to the Sole Stockholder in 2012. On November 19, 2018, the Company effectuated a recapitalization of the Company, which included a 1-for-3,593,750 stock split resulting in an aggregate of 5,735,000 3,593,750 shares of Common Stock the Company’s Class B common stock, par value $0.0001 (the “Company Founder Shares”), for the aggregate consideration of $25,000, in private placements intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). Prior to the Closing, the Company will issue 5,000 shares of Common Stock (the “Insider Shares” and, together with the Company Founder Shares, the “Founder Shares”), solely outstanding and held by the Sole Stockholder (up to 468,750 of which are subject to forfeiture to the extent the Over-allotment Option is not exercised in consideration of future services, to each of Xxxx Xxxxxxxxx, Xxxxxx Xxxxx-Xxxxxxx and Xxxxx Xxxx (each, an “Insider” and together, the “Insiders”full). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the sale of the Founder Shares. The Founder Shares shall be subject to restrictions on transfer Except as set forth described in the Insider Letters. The holders Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sole Stockholder until the earlier of: (i) one year following the consummation of the Business Combination; and (ii) subsequent to the consummation of a Business Combination, (x) when the closing price of the Common Stock exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing 150 days after the consummation of the Business Combination; or (y) the date on which the Company consummates a transaction which results in all of the Company’s stockholders having the right to exchange their shares for cash, securities or other property. The Sole Stockholder shall have no right to any liquidation distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization, or other similar business combination (“a Business Combination”) within the required time period. The holders of the Founder Shares Sole Stockholder shall not have conversion redemption rights with respect to the Founder Shares nor shall Shares. In the holders be entitled to sell such Founder Shares to the Company in any tender offer in connection with a proposed Business Combination. If event that the Over-Allotment allotment Option is not exercised by the Representatives, on behalf of the several Underwriters, in full or in partfull, the Sponsor shall Sole Stockholder will be required to forfeit such number of Founder Shares, up to a maximum of 750,000 Shares such that the Founder Shares, as is necessary to maintain the Sponsor’s and the Insiders’ aggregate Shares will comprise 20% beneficial ownership in of the Common Stock issued and outstanding shares of the Company after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment allotment Option but excluding (not including the issuance of the Private Units and the purchase by the Sponsor of any units in the OfferingPlacement Shares (as defined below)).

Private Placements. 1.4.1. In February 2020March 2019, the Company issued to GigAcquisitions3GigAcquisitions2, LLC (the “Sponsor”) and Northland Gig 2 Investment LLC (“Northland Investment”) an aggregate of 5,735,000 2,500,000 shares of Common Stock (the “Company Founder Shares”), for the aggregate consideration of $25,000, in private placements intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). Prior to the ClosingThe Sponsor purchased 2,378,125 Founder Shares for an aggregate purchase price of approximately $23,781.25, the Company will issue 5,000 shares and Northland Investment purchased 121,875 Founder Shares for an aggregate purchase price of Common Stock (the “Insider Shares” and, together with the Company Founder Shares, the “Founder Shares”), solely in consideration of future services, to each of Xxxx Xxxxxxxxx, Xxxxxx Xxxxx-Xxxxxxx and Xxxxx Xxxx (each, an “Insider” and together, the “Insiders”)approximately $1,218.75. No underwriting discounts, commissions, or placement fees have been or will be payable in EarlyBirdCapital, Inc. , 2019 connection with the sale of the Founder Shares. In April 2019, the Company effected a stock dividend of 0.493 shares of Common Stock for each outstanding share of Common Stock resulting in the Sponsor and Northland Investment holding an aggregate of 3,732,500 Founder Shares. The Sponsor and Northland Investment subsequently transferred certain of the Founder Shares to the Representative and certain of its affiliates and employees (collectively with the Sponsor and Northland Investment, the “Initial Stockholders”) at the same price originally paid for such shares, as adjusted for the stock dividend. In [May], 2019, the Company issued to Xx. Xxxx XxXxxxxxx, the Company’s Vice President and Chief Financial Officer, 5,000 shares of Common Stock (the “Insider Shares”). The Founder Shares and Insider Shares shall be subject to restrictions on transfer as set forth in the Insider LettersLetter. The holders of the Founder Shares and Insider Shares shall have no right to any liquidation distributions with respect to any portion of the Founder Shares or Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization, or other similar business combination (“Business Combination”) within the required time period. The holders of the Founder Shares and Insider Shares shall not have conversion rights with respect to the Founder Shares or Insider Shares nor shall the holders be entitled to sell such Founder Shares or Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If the Over-Allotment Option is not exercised by the Representatives, on behalf of the several Underwriters, Underwriters in full or in part, the Sponsor Initial Stockholders shall forfeit such number of Founder Shares, up to a maximum of 750,000 487,500 Founder Shares, as is necessary to maintain the Sponsor’s and the InsidersInitial Stockholders’ aggregate 20% beneficial ownership in the Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment Option but excluding the issuance of the Insider Shares, Private Units and Private Underwriter Shares and the purchase by the Sponsor Initial Stockholders of any units shares in the Offering.

Private Placements. 1.4.11.3.1. In February 2020On May 7, 2021, the Company issued to GigAcquisitions3, Larkspur Health LLC (the “Sponsor”) an aggregate of 5,735,000 shares of Common Stock (the “Company Founder SharesLarkspur”), the Company’s directors, the Representative, and certain other investors for the aggregate consideration of $25,000, an aggregate of 2,156,250 shares (as adjusted pursuant to the forfeiture described herein,the “Founder Shares”) of class B common stock, $0.0001 par value per share (the “Class B Common Stock”), including an aggregate of 632,500 shares of Class B Common Stock issued to the Representative (as adjusted pursuant to the forfeiture described herein, the “Representative’s Shares”), in a private placements placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). Prior On September 11, 2021, the Representative forfeited 21,777 of the Representative’s Shares, and on [_], 2021, the Representative transferred 110,723 of the Representative’s Shares to certain other investors (the “Additional Sponsor Investors,” together with Larkspur, the “Sponsor”), resulting in 500,000 Founder Shares remaining outstanding. On [_], 2021, Larkspur transferred 231,423 Founder Shares to the ClosingAdditional Sponsor Investors. On November 4, 2021, the Company will issue 5,000 shares reissued 21,777 Founder Shares to one of Common Stock (the “Insider Shares” and, together with the Company Founder Shares, the “Founder Shares”), solely in consideration of future services, to each of Xxxx Xxxxxxxxx, Xxxxxx Xxxxx-Xxxxxxx and Xxxxx Xxxx (each, an “Insider” and together, the “Insiders”)Additional Sponsor Investors. No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the sale of the Founder Shares. The Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Insider LettersRegistration Statement. The holders of the Founder Shares (i) shall have no right to any liquidation distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, stock share purchase, recapitalization, reorganization, reorganization or other similar business combination combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”) within the required time period. The holders period except with respect to any funds held outside of the Founder Shares Trust Account remaining after payment of all fees and expenses, (ii) shall not have conversion be entitled to exercise any redemption rights with respect to the such Founder Shares nor and (iii) shall the holders not be entitled to sell any such Founder Shares shares to the Company in any tender offer in connection with a proposed Business Combination. If To the extent that the Over-Allotment Option is not exercised by the Representatives, on behalf of the several Underwriters, Underwriters in full or in part, the Sponsor shall forfeit such number of Founder Shares, up to a maximum 281,250 of 750,000 the Founder Shares, as is Shares (including up to 60,723 Founder Shares held by the Representative) shall be forfeited in an amount necessary to maintain the Sponsor’s and the Insidersholders of Founder Shares’ aggregate 20% beneficial ownership interest in the Common Stock issued and outstanding shares of the Company after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment Option but (excluding any shares purchased in the issuance of Offering and any Private Shares purchased in the Private Units and the purchase Placement by the Sponsor of any units in Company’s officers, directors or their affiliates (“Insiders”)). The Representative also agreed to transfer an additional 4,494 Founder Shares to the OfferingSponsors if the Over-Allotment Option is not exercised.

Private Placements. 1.4.1. In February 2020(i) The Representative has advised the Company as follows: in connection with the Company’s organization, the Company issued to GigAcquisitions3, MIHI LLC (the “Sponsor”) an aggregate of 5,735,000 shares of Common Stock (the “Company Founder SharesMIHI”), an affiliate (as such term is used in Rule 405 under the Securities Act) of the Representative, for the aggregate consideration of $25,000, 100 common units (the “Common Units”), in a private placements intended to be placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933Act; on January 3, as amended (the “Act”). Prior to the Closing2017, the Company will issue 5,000 converted into a corporation and, in conjunction with, and effective upon, the conversion, the Common Units were converted into 100 shares of Common Stock (the “Insider Shares” and, together with the Company Founder Shares, the “Founder Shares”); MIHI subsequently transferred the Founder Shares to the Sponsor pursuant to a written agreement; the Company undertook a stock split, solely effective as of February 15, 2017, as a result of which the Sponsor held 7,187,500 Founder Shares (up to 675,000 of the Sponsor’s Founder Shares will be subject to forfeiture to the extent the Over-allotment Option is not exercised in consideration full); the Sponsor subsequently (A) sold certain of future services, such shares to each certain of Xxxx Xxxxxxxxx, Xxxxxx Xxxxx-Xxxxxxx and Xxxxx Xxxx the Company’s officers and/or directors (each, an “Insider” and together, the “Insidersinitial stockholders”). No ) and (B) surrendered 2,875,000 of its shares to the Company for no consideration; no underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the sale initial purchase of the Founder Shares. The Except as described in the Registration Statement, none of the Founder Shares shall may be subject sold, assigned or transferred by the initial stockholders of the Company until the earlier of: (i) one year after the completion of the Business Combination; or (ii) when the last reported closing price of the shares of Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing at least 150 days after the completion of the Business Combination; or earlier, in each case if, subsequent to restrictions on transfer as set forth the Business Combination, the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Insider LettersCompany’s Public Stockholders having the right to exchange their shares of Common Stock for cash, securities or other property. The holders of the initial stockholders who hold Founder Shares shall have no right to any liquidation distributions with respect to any portion of the Founder Shares in Shares. In the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization, or other similar business combination (“Business Combination”) within the required time period. The holders of the Founder Shares shall not have conversion rights with respect to the Founder Shares nor shall the holders be entitled to sell such Founder Shares to the Company in any tender offer in connection with a proposed Business Combination. If that the Over-Allotment allotment Option is not exercised by the Representativesin full, on behalf of the several Underwriters, in full or in part, the Sponsor shall will forfeit such number of Founder Shares, up to a maximum of 750,000 Shares held by the Sponsor such that the Founder Shares, as is necessary to maintain the Sponsor’s and the Insiders’ aggregate Shares will comprise 20% beneficial ownership in of the Common Stock issued and outstanding shares of the Company after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment Option but excluding the issuance of the Private Units and the purchase by the Sponsor of any units in the Offering.

Private Placements. 1.4.1. In February 1.3.1 On August 14, 2020, the Company issued to GigAcquisitions3, LLC CG Investments Inc. VI (the “Sponsor”) ), an affiliate of the Representative, 2,156,250 shares of common stock of the Company. On September 4, 2020, the Company issued to HB Strategies LLC (“HB”), 5,031,250 shares of common stock of the Company. On December 21, 2020, the Sponsor forfeited 862,500 of such shares to the Company and HB forfeited 2,443,750 of such shares to the Company, resulting in an aggregate of 5,735,000 4,312,500 shares of Common Stock the Company’s Class B common stock, par value $0.0001 (the “Company Founder Shares”), for the aggregate consideration of $25,000, in private placements intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). Prior to the Closing, the Company will issue 5,000 shares of Common Stock (the “Insider Shares” and, together with the Company Founder Shares, the “Founder Shares”), solely outstanding and held by the Sponsor and HB (up to 562,500 of which are subject to forfeiture to the extent the Over-allotment Option is not exercised in consideration of future servicesfull). On December 21, 2020, 143,750 Founder Shares were issued to each of Gov. Xxxxx Xxxxxxx, Messrs. Xxxxx Xxxxxxxx and Xxxx Xxxxxxxxx, Xxxxxx Xxxxx-Xxxxxxx and Xxxxx Xxxx (each, an “Insider” and togethercollectively with the Sponsor, the “InsidersInitial Stockholders”), the Company’s independent director nominees, at par value. No underwriting discountsIn January 2021, commissions, or placement fees have been or will be payable the Company effectuated a dividend resulting in connection with the sale there being an aggregate of the Founder Shares. The 5,175,000 Founder Shares shall be subject to restrictions on transfer outstanding. Except as set forth described in the Insider Letters. The holders Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Initial Stockholders or until the earlier of: (i) six months following the consummation of the Business Combination; and (ii) subsequent to the consummation of a Business Combination, (x) when the closing price of the Common Stock exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing at least 60 days after the consummation of the Business Combination; or (y) the date on which the Company consummates a transaction which results in all of the Company’s stockholders having the right to exchange their shares for cash, securities or other property. The Initial Stockholders shall have no right to any liquidation distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization, or other similar business combination (“a Business Combination”) within the required time period. The holders of the Founder Shares Initial Stockholders shall not have conversion redemption rights with respect to the Founder Shares nor shall Shares. In the holders be entitled to sell such Founder Shares to the Company in any tender offer in connection with a proposed Business Combination. If event that the Over-Allotment allotment Option is not exercised by the Representatives, on behalf of the several Underwriters, in full or in partfull, the Sponsor shall will be required to forfeit such number of Founder Shares, up to a maximum of 750,000 Shares such that the Founder Shares, as is necessary to maintain the Sponsor’s and the Insiders’ aggregate Shares will comprise 20% beneficial ownership in of the Common Stock issued and outstanding shares of the Company after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment Option but excluding the issuance of the Private Units and the purchase by the Sponsor of any units in the Offeringallotment Option.

Private Placements. 1.4.11.3.1. In February 2020On May 7, 2021, the Company issued to GigAcquisitions3, Larkspur Health LLC (the “Sponsor”) an aggregate of 5,735,000 shares of Common Stock (the “Company Founder Shares”), the Company’s directors, the Representative, and certain other investors for the aggregate consideration of $25,000, an aggregate of 2,156,250 shares (as adjusted pursuant to the forfeiture described herein,the “Founder Shares”) of class B common stock, $0.0001 par value per share (the “Class B Common Stock”), including an aggregate of 632,500 shares of Class B Common Stock issued to the Representative (as adjusted pursuant to the forfeiture described herein, the “Representative’s Shares”), in a private placements placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). Prior to the ClosingOn September [__], 2021, the Company will issue 5,000 shares Representative forfeited 21,777 of Common Stock (the “Insider Shares” and, together with the Company Founder Representative’s Shares, the “resulting in 2,134,473 Founder Shares”), solely in consideration of future services, to each of Xxxx Xxxxxxxxx, Xxxxxx Xxxxx-Xxxxxxx and Xxxxx Xxxx (each, an “Insider” and together, the “Insiders”)Shares remaining outstanding. No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the sale of the Founder Shares. The Founder Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Insider LettersRegistration Statement. The holders of the Founder Shares (i) shall have no right to any liquidation distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, stock share purchase, recapitalization, reorganization, reorganization or other similar business combination combination, or entering into contractual arrangements, with one or more businesses or entities (“Business Combination”) within the required time period. The holders period except with respect to any funds held outside of the Founder Shares Trust Account remaining after payment of all fees and expenses, (ii) shall not have conversion be entitled to exercise any redemption rights with respect to the such Founder Shares nor and (iii) shall the holders not be entitled to sell any such Founder Shares shares to the Company in any tender offer in connection with a proposed Business Combination. If To the extent that the Over-Allotment Option is not exercised by the Representatives, on behalf of the several Underwriters, Underwriters in full or in part, the Sponsor shall forfeit such number of Founder Shares, up to a maximum 259,473 of 750,000 the Founder Shares, as is Shares (including up to 60,723 Founder Shares held by the Representative) shall be forfeited in an amount necessary to maintain the Sponsor’s and the Insidersholders of Founder Shares’ aggregate 20% beneficial ownership interest in the Common Stock issued and outstanding shares of the Company after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment Option but (excluding any shares purchased in the issuance of Offering and any Private Shares purchased in the Private Units and the purchase Placement by the Sponsor of any units in the OfferingCompany’s officers, directors or their affiliates (“Insiders”)).

Private Placements. 1.4.1. 1.4.1 In February 2020connection with the Company’s organization, the Company issued to GigAcquisitions3, M III Sponsor I LLC (the “SponsorM III LLC”) ), for an aggregate consideration of 5,735,000 $25,000, 3,593,750 shares of Common Stock (the “Company Founder Shares”), for ) in a private placement (the aggregate consideration of $25,000, in private placements intended to be “Insider Private Placement”) exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). Prior to On November 5, 2015 the ClosingCompany effectuated a 1.760-for-1 stock split in the form of a dividend. Thereafter, the Company will issue 5,000 cancelled a portion of the shares issued in such split, resulting in an aggregate of Common Stock 5,031,250 founder shares outstanding (up to 656,250 of which are subject to forfeiture to the extent the Over-allotment Option is not exercised in full). M III LLC subsequently transferred certain of the Founder Shares pursuant to a share transfer agreement (“Share Transfer Agreement”) to certain of the other Insider SharesStockholders as well as to M III Sponsor I LP (“M III LP” and, and together with the Company Founder SharesM III LLC, the “Founder Shares”), solely in consideration of future services, to each of Xxxx Xxxxxxxxx, Xxxxxx Xxxxx-Xxxxxxx and Xxxxx Xxxx (each, an “Insider” and together, the “InsidersSponsor”). No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the sale of the Founder SharesInsider Private Placement. The Founder Shares shall be subject to restrictions on transfer Except as set forth described in the Insider Letters. The holders Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Insider Stockholders until the earlier of: (i) one year following the consummation of the Business Combination; or (ii) when the closing price of the shares of Common Stock exceeds $12.00 per share for any 20 trading days within a 30-trading day period commencing 150 days after the consummation of the Business Combination; or earlier, in each case, if, subsequent to the Business Combination, the Company (1) consummates a transaction which results in all of the Company’s stockholders having the right to exchange their shares for cash, securities or other property or (2) consummates a consolidation, merger or other transaction in which the Company is the surviving entity but which results in a change in the majority of the Company’s board of directors or management team. The Insider Stockholders shall have no right to any liquidation distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization, or other similar business combination (“a Business Combination”) within the required time period. The holders of the Founder Shares Insider Stockholders shall not have conversion redemption rights with respect to the Founder Shares nor shall Shares. In the holders be entitled to sell such Founder Shares to the Company in any tender offer in connection with a proposed Business Combination. If event that the Over-Allotment allotment Option is not exercised by the Representatives, on behalf of the several Underwriters, in full or in partfull, the Sponsor shall Insider Stockholders will be required to forfeit such number of Founder Shares, up to a maximum of 750,000 Shares such that the Founder Shares, as is necessary to maintain the Sponsor’s and the Insiders’ aggregate Shares will comprise 20% beneficial ownership in of the Common Stock issued and outstanding shares of the Company after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment allotment Option but excluding and including the issuance purchase of the Private Placement Units and the purchase (as defined below) by the Sponsor of any units in the OfferingSponsor.

Private Placements. 1.4.1. 1.4.1 In February 2020connection with the Company’s organization, the Company issued to GigAcquisitions3, M III Sponsor I LLC (the “SponsorM III LLC”) ), for an aggregate consideration of 5,735,000 $25,000, 3,593,750 shares of Common Stock (the “Company Founder Shares”), for ) in a private placement (the aggregate consideration of $25,000, in private placements intended to be “Insider Private Placement”) exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). On November 5, 2015 the Company effectuated a 1.760-for-1 stock split in the form of a dividend. Thereafter, a portion of the shares were cancelled, resulting in an aggregate of 4,312,500 founder shares outstanding (up to 562,500 of which are subject to forfeiture to the extent the Over-allotment Option is not exercised in full). Prior to the Closingdate hereof, M III LLC transferred certain of the Company will issue 5,000 shares Founder Shares pursuant to a share transfer agreement (“Share Transfer Agreement”) to certain of Common Stock the other Insider Stockholders as well as to M III Sponsor I LP (the “Insider SharesM III LP” and, and together with the Company Founder SharesM III LLC, the “Founder Shares”), solely in consideration of future services, to each of Xxxx Xxxxxxxxx, Xxxxxx Xxxxx-Xxxxxxx and Xxxxx Xxxx (each, an “Insider” and together, the “InsidersSponsor”). No underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the sale of the Founder SharesInsider Private Placement. The Founder Shares shall be subject to restrictions on transfer Except as set forth described in the Insider Letters. The holders Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Insider Stockholders until the earlier of: (i) one year following the consummation of the Business Combination; or (ii) when the closing price of the shares of Common Stock exceeds $12.00 per share for any 20 trading days within a 30-trading day period commencing 150 days after the consummation of the Business Combination; or earlier, in each case, if, subsequent to the Business Combination, the Company (1) consummates a transaction which results in all of the Company’s stockholders having the right to exchange their shares for cash, securities or other property or (2) consummates a consolidation, merger or other transaction in which the Company is the surviving entity but which results in a change in the majority of the Company’s board of directors or management team. The Insider Stockholders shall have no right to any liquidation distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization, or other similar business combination (“a Business Combination”) within the required time period. The holders of the Founder Shares Insider Stockholders shall not have conversion redemption rights with respect to the Founder Shares nor shall Shares. In the holders be entitled to sell such Founder Shares to the Company in any tender offer in connection with a proposed Business Combination. If event that the Over-Allotment allotment Option is not exercised by the Representatives, on behalf of the several Underwriters, in full or in partfull, the Sponsor shall will be required to forfeit such number of Founder Shares, up to a maximum of 750,000 Shares such that the Founder Shares, as is necessary to maintain the Sponsor’s and the Insiders’ aggregate Shares will comprise 20% beneficial ownership in of the Common Stock issued and outstanding shares of the Company after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment allotment Option but and excluding the issuance purchase of the Private Placement Units and the purchase (as defined below) by the Sponsor of any units in the OfferingSponsor.

Private Placements. 1.4.1. In February 2020(i) The Representative has advised the Company as follows: in connection with the Company’s organization, the Company issued to GigAcquisitions3, MIHI LLC (the “Sponsor”) an aggregate of 5,735,000 shares of Common Stock (the “Company Founder SharesMIHI”), an affiliate (as such term is used in Rule 405 under the Securities Act) of the Representative, for the aggregate consideration of $25,000, 100 common units (the “Common Units”), in a private placements intended to be placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933Act; on January 3, as amended (the “Act”). Prior to the Closing2017, the Company will issue 5,000 converted into a corporation and, in conjunction with, and effective upon, the conversion, the Common Units were converted into 100 shares of Common Stock (the “Insider Shares” and, together with the Company Founder Shares, the “Founder Shares”); MIHI subsequently transferred the Founder Shares to the Sponsor pursuant to a written agreement; the Company undertook a stock split, solely effective as of February 15, 2017, as a result of which the Sponsor held 7,187,500 Founder Shares (up to 562,500 of the Sponsor’s Founder Shares will be subject to forfeiture to the extent the Over-allotment Option is not exercised in consideration full); the Sponsor subsequently (A) sold certain of future services, such shares to each certain of Xxxx Xxxxxxxxx, Xxxxxx Xxxxx-Xxxxxxx and Xxxxx Xxxx the Company’s officers and/or directors (each, an “Insider” and together, the “Insidersinitial stockholders”). No ) and (B) surrendered 2,875,000 of its shares to the Company for no consideration; no underwriting discounts, commissions, commissions or placement fees have been or will be payable in connection with the sale initial purchase of the Founder Shares. The Except as described in the Registration Statement, none of the Founder Shares shall may be subject sold, assigned or transferred by the initial stockholders of the Company until the earlier of: (i) one year after the completion of the Business Combination; or (ii) when the last reported closing price of the shares of Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing at least 150 days after the completion of the Business Combination; or earlier, in each case if, subsequent to restrictions on transfer as set forth the Business Combination, the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Insider LettersCompany’s Public Stockholders having the right to exchange their shares of Common Stock for cash, securities or other property. The holders of the initial stockholders who hold Founder Shares shall have no right to any liquidation distributions with respect to any portion of the Founder Shares in Shares. In the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization, or other similar business combination (“Business Combination”) within the required time period. The holders of the Founder Shares shall not have conversion rights with respect to the Founder Shares nor shall the holders be entitled to sell such Founder Shares to the Company in any tender offer in connection with a proposed Business Combination. If that the Over-Allotment allotment Option is not exercised by the Representativesin full, on behalf of the several Underwriters, in full or in part, the Sponsor shall will forfeit such number of Founder Shares, up to a maximum of 750,000 Shares held by the Sponsor such that the Founder Shares, as is necessary to maintain the Sponsor’s and the Insiders’ aggregate Shares will comprise 20% beneficial ownership in of the Common Stock issued and outstanding shares of the Company after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment Option but excluding the issuance of the Private Units and the purchase by the Sponsor of any units in the Offering.

Private Placements. 1.4.1. In February 1.3.1 On August 14, 2020, the Company issued to GigAcquisitions3, LLC CG Investments Inc. VI (the “Sponsor”) ), an affiliate of the Representative, 2,156,250 shares of common stock of the Company. On September 4, 2020, the Company issued to HB Strategies LLC (“HB”), 5,031,250 shares of common stock of the Company. [On December 21, 2020, the Sponsor forfeited 862,500 of such shares to the Company and HB forfeited [1,581,250] of such shares to the Company, resulting in an aggregate of 5,735,000 4,312,500 shares of Common Stock the Company’s Class B common stock, par value $0.0001 (the “Company Founder Shares”), for the aggregate consideration of $25,000, in private placements intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). Prior to the Closing, the Company will issue 5,000 shares of Common Stock (the “Insider Shares” and, together with the Company Founder Shares, the “Founder Shares”), solely outstanding and held by the Sponsor and HB (up to 562,500 of which are subject to forfeiture to the extent the Over-allotment Option is not exercised in consideration of future servicesfull).] On December 21, 2020, 143,750 Founder Shares were issued to each of Gov. Xxxxx Xxxxxxx, Messrs. Xxxxx Xxxxxxxx and Xxxx Xxxxxxxxx, Xxxxxx Xxxxx-Xxxxxxx and Xxxxx Xxxx (each, an “Insider” and togethercollectively with the Sponsor, the “InsidersInitial Stockholders”), the Company’s independent director nominees, at par value. No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the sale of the Founder Shares. The Founder Shares shall be subject to restrictions on transfer Except as set forth described in the Insider Letters. The holders Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Initial Stockholders or until the earlier of: (i) six months following the consummation of the Business Combination; and (ii) subsequent to the consummation of a Business Combination, (x) when the closing price of the Common Stock exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing at least 60 days after the consummation of the Business Combination; or (y) the date on which the Company consummates a transaction which results in all of the Company’s stockholders having the right to exchange their shares for cash, securities or other property. The Initial Stockholders shall have no right to any liquidation distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization, or other similar business combination (“a Business Combination”) within the required time period. The holders of the Founder Shares Initial Stockholders shall not have conversion redemption rights with respect to the Founder Shares nor shall Shares. In the holders be entitled to sell such Founder Shares to the Company in any tender offer in connection with a proposed Business Combination. If event that the Over-Allotment allotment Option is not exercised by the Representatives, on behalf of the several Underwriters, in full or in partfull, the Sponsor shall will be required to forfeit such number of Founder Shares, up to a maximum of 750,000 Shares such that the Founder Shares, as is necessary to maintain the Sponsor’s and the Insiders’ aggregate Shares will comprise 20% beneficial ownership in of the Common Stock issued and outstanding shares of the Company after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment Option but excluding the issuance of the Private Units and the purchase by the Sponsor of any units in the Offeringallotment Option.