Common use of Stock Awards Clause in Contracts

Stock Awards. (i) As of the Effective Date, an aggregate of 82,217shares of Giga Common Stock were reserved for issuance pursuant to Giga Equity Awards not yet granted under the Giga Stock Plans. As of the Effective Date, 397,850 shares of Giga Common Stock were reserved for issuance pursuant to outstanding Giga Stock Options and 35,020 shares of Giga Restricted Shares were issued and outstanding. Schedule 3.02(b)(i) sets forth as of the Effective Date a list of each outstanding Giga Equity Award granted under the Giga Stock Plans and: (A) the name of the holder of such Giga Equity Award; (B) the number of shares of Giga Common Stock subject to such outstanding Giga Equity Award; (C) if applicable, the exercise price, purchase price, or similar pricing of such Giga Equity Award; (D) the date on which such Giga Equity Award was granted or issued; (E) the applicable vesting, repurchase, or other lapse of restrictions schedule, and the extent to which such Giga Equity Award is vested and exercisable as of the Effective Date; and (F) with respect to Giga Stock Options, the date on which such Giga Stock Option expires. All shares of Giga Common Stock subject to issuance under the Giga Stock Plans, upon issuance in accordance with the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, and non-assessable. (ii) Other than as set forth on Schedule 3.02(b)(ii), there are no Contracts to which Giga is a party obligating Giga to accelerate the vesting of any Giga Equity Award as a result of the transactions contemplated by this Agreement (whether alone or upon the occurrence of any additional or subsequent events). Other than the Giga Equity Awards or otherwise set forth on Schedule 3.02(b)(ii), as of the Effective Date, there are no outstanding: (A) securities of Giga or any of its Subsidiaries convertible into or exchangeable for Voting Debt or shares of capital stock of Giga; (B) options, warrants, or other agreements or commitments to acquire from Giga or any of its Subsidiaries, or obligations of Giga or any of its Subsidiaries to issue, any Voting Debt or shares of capital stock of (or securities convertible into or exchangeable for shares of capital stock of) Giga; or (C) restricted shares, restricted stock units, stock appreciation rights, performance shares, profit participation rights, contingent value rights, “phantom” stock, or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any shares of capital stock of Giga, in each case that have been issued by Giga or its Subsidiaries (the items in clauses (A), (B), and (C), together with the capital stock of Giga, being referred to collectively as “Giga Securities”). All outstanding shares of Giga Common Stock, all outstanding Giga Equity Awards, and all outstanding shares of capital stock, voting securities, or other ownership interests in any Subsidiary of Giga, have been issued or granted, as applicable, in compliance in all material respects with all applicable securities Laws. (iii) There are no outstanding Contracts requiring Giga or any of its Subsidiaries to repurchase, redeem, or otherwise acquire any Giga Securities or Giga Subsidiary Securities. Neither Giga nor any of its Subsidiaries is a party to any voting agreement with respect to any Giga Securities or Giga Subsidiary Securities.

Stock Awards. (i) As of the Effective close of business on the Capitalization Date, an aggregate of 82,217shares 2,636,173 shares of Giga Company Common Stock were reserved for issuance pursuant to Giga Company Equity Awards not yet granted under the Giga Company Stock PlansPlans and an aggregate of 2,485,112 shares of Company Common Stock were reserved for issuance pursuant to the Company Stock Purchase Plan. As of the Effective close of business on the Capitalization Date, 397,850 4,387,197 shares of Giga Company Common Stock were reserved for issuance pursuant to outstanding Giga Company Stock Options and 35,020 Options, 272,980 shares of Giga Company Common Stock were reserved for issuance pursuant to outstanding Company Restricted Shares Stock Units and 469,884 shares of Company Restricted Stock were issued and outstanding. Schedule 3.02(b)(i) sets forth as Since the Capitalization Date and through the date hereof, no Company Equity Awards have been granted and no additional shares of the Effective Date a list of each outstanding Giga Equity Award granted Company Common Stock have become subject to issuance under the Giga Company Stock Plans and: (A) the name of the holder of such Giga Equity Award; (B) the number of shares of Giga Common or Company Stock subject to such outstanding Giga Equity Award; (C) if applicable, the exercise price, purchase price, or similar pricing of such Giga Equity Award; (D) the date on which such Giga Equity Award was granted or issued; (E) the applicable vesting, repurchase, or other lapse of restrictions schedule, and the extent to which such Giga Equity Award is vested and exercisable as of the Effective Date; and (F) with respect to Giga Stock Options, the date on which such Giga Stock Option expiresPurchase Plan. All shares of Giga Company Common Stock subject to issuance under the Giga Company Stock PlansPlans and Company Stock Purchase Plan, upon issuance in accordance with the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, and non-assessable. (ii) Other than as set forth on Schedule 3.02(b)(ii), there are no Contracts to which Giga is a party obligating Giga to accelerate the vesting of any Giga Company Equity Award as a result of the transactions contemplated by this Agreement (whether alone or upon the occurrence of any additional or subsequent events). Other than the Giga Equity Awards or otherwise set forth on Schedule 3.02(b)(ii)Awards, as of the Effective Datedate hereof, there are no outstanding: (A) securities of Giga the Company or any of its Subsidiaries convertible into or exchangeable for Voting Debt or shares of capital stock of Gigathe Company; (B) options, warrants, or other agreements or commitments to acquire from Giga the Company or any of its Subsidiaries, or obligations of Giga the Company or any of its Subsidiaries to issue, any Voting Debt or shares of capital stock of (or securities convertible into or exchangeable for shares of capital stock of) Gigathe Company; or (C) restricted shares, restricted stock units, stock appreciation rights, performance shares, profit participation rights, contingent value rights, “phantom” stock, or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any shares of capital stock of Gigathe Company, in each case that have been issued by Giga the Company or its Subsidiaries (the items in the foregoing clauses (A), (B), and (C), together with the capital stock of Gigathe Company, being referred to collectively as “Giga Company Securities”). All outstanding shares of Giga Company Common Stock, all outstanding Giga Company Equity Awards, and all outstanding shares of capital stock, voting securities, or other ownership interests in any Subsidiary of Gigathe Company, have been issued or granted, as applicable, in compliance in all material respects respects, as applicable, with the rules of Nasdaq or any other applicable stock exchange and the terms of any applicable securities listing agreement or requirement and all applicable securities Laws. (iii) There are no outstanding Contracts requiring Giga the Company or any of its Subsidiaries to repurchase, redeem, or otherwise acquire any Giga Company Securities or Giga Company Subsidiary Securities. Neither Giga the Company nor any of its Subsidiaries is a party to any voting agreement with respect to any Giga Company Securities or Giga Company Subsidiary Securities.

Stock Awards. (i) As of the Effective Datedate of this Agreement, an aggregate of 82,217shares 611,395 shares of Giga Target Common Stock were reserved for issuance pursuant to Giga Target Equity Awards not yet granted under the Giga Target Stock Plans. As of the Effective Datedate of this Agreement, 397,850 3,631 shares of Giga Target Common Stock were reserved for issuance pursuant to outstanding Giga Target Stock Options and 35,020 206,538 shares of Giga Target Common Stock were reserved for issuance pursuant to outstanding Target Restricted Shares were issued and outstandingStock Units. Schedule Section 3.02(b)(i) of the Target Disclosure Letter sets forth as of the Effective Date date of this Agreement a list of each outstanding Giga Target Equity Award granted under the Giga Target Stock Plans and: (A) the name of the holder of such Giga Target Equity Award; (B) the number of shares of Giga Target Common Stock subject to such outstanding Giga Target Equity Award; (C) if applicable, the exercise price, purchase price, or similar pricing of such Giga Target Equity Award; (D) the date on which such Giga Target Equity Award was granted or issued; (E) the applicable vesting, repurchase, or other lapse of restrictions schedule, and the extent to which such Giga Target Equity Award is vested and exercisable as of the Effective Datedate hereof; and (F) with respect to Giga Target Stock Options, the date on which such Giga Target Stock Option expires. All shares of Giga Target Common Stock subject to issuance under the Giga Target Stock Plans, upon issuance in accordance with the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, and non-assessable. (ii) Other than Except for the Target Stock Plans and as set forth on Schedule in Section 3.02(b)(ii)) of the Target Disclosure Letter, there are no Contracts to which Giga the Target is a party obligating Giga the Target to accelerate the vesting of any Giga Target Equity Award as a result of the transactions contemplated by this Agreement (whether alone or upon the occurrence of any additional or subsequent events). Other than the Giga Target Equity Awards or otherwise set forth on Schedule 3.02(b)(ii)Awards, as of the Effective Datedate hereof, there are no outstanding: (A) securities of Giga the Target or any of its Subsidiaries convertible into or exchangeable for Voting Debt or shares of capital stock of Gigathe Target; (B) options, warrants, or other agreements or commitments to acquire from Giga the Target or any of its Subsidiaries, or obligations of Giga the Target or any of its Subsidiaries to issue, any Voting Debt or shares of capital stock of (or securities convertible into or exchangeable for shares of capital stock of) Gigathe Target; or (C) restricted shares, restricted stock units, stock appreciation rights, performance shares, profit participation rights, contingent value rights, “"phantom” " stock, or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any shares of capital stock of Gigathe Target, in each case that have been issued by Giga the Target or its Subsidiaries (the items in clauses (A), (B), and (C), together with the capital stock of Gigathe Target, being referred to collectively as “Giga "Target Securities”"). All outstanding shares of Giga Target Common Stock, all outstanding Giga Target Equity Awards, and all outstanding shares of capital stock, voting securities, or other ownership interests in any Subsidiary of Gigathe Target, have been issued or granted, as applicable, in compliance in all material respects with all applicable securities Laws. (iii) There are no outstanding Contracts requiring Giga the Target or any of its Subsidiaries to repurchase, redeem, or otherwise acquire any Giga Target Securities or Giga Target Subsidiary Securities. Neither Giga the Target nor any of its Subsidiaries is a party to any voting agreement with respect to any Giga Target Securities or Giga Target Subsidiary Securities.

Stock Awards. (i) As of the Effective Company Capitalization Date, an aggregate of 82,217shares 24,095,000 shares of Giga Company Common Stock were reserved for are subject to issuance pursuant to Giga Equity Company Stock Options or Company Stock Awards not yet granted under the Giga plans listed in Section 3.2(b) of the Company Disclosure Letter (the plans referred to immediately above and the award or other applicable agreements entered into thereunder, in each case as amended, are collectively referred to herein as the “Company Stock Plans”) or granted independent of such plans. As Section 3.2(b)(i) of the Effective Date, 397,850 shares of Giga Common Stock were reserved for issuance pursuant to outstanding Giga Stock Options and 35,020 shares of Giga Restricted Shares were issued and outstanding. Schedule 3.02(b)(i) Company Disclosure Letter sets forth as of the Effective Company Capitalization Date a list of each outstanding Giga Company Equity Award granted under the Giga Company Stock Plans and: or independent of such plans and (A) the name of the holder of such Giga Company Equity Award; , (B) the number of shares of Giga Company Common Stock subject to such outstanding Giga Company Equity Award; , (C) if applicable, the exercise price, purchase price, price or similar pricing of such Giga Company Equity Award; , (D) the date on which such Giga Company Equity Award was granted or issued; , (E) the applicable vesting, repurchase, or other lapse of restrictions vesting schedule, and the extent to which such Giga Company Equity Award is vested and exercisable as of the Effective Date; date hereof, and (F) with respect to Giga Company Stock Options, the date on which such Giga Company Stock Option expires. All shares of Giga Company Common Stock subject to issuance under the Giga Company Stock PlansPlans or independent of such plans, upon issuance in accordance with the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, paid and non-assessable. (ii) Other than Except for the Company Stock Plans and as set forth on Schedule 3.02(b)(ii)in Section 3.2(b)(ii)(A) of the Company Disclosure Letter, there are no Contracts to which Giga the Company is a party obligating Giga the Company to accelerate the vesting of any Giga Company Equity Award as a result of the transactions contemplated by this Agreement (whether alone or upon the occurrence of any additional or subsequent events). Other than the Giga Company Equity Awards or otherwise as set forth on Schedule 3.02(b)(ii)in Section 3.2(b)(ii)(B) of the Company Disclosure Letter, as of the Effective Datedate hereof, there are no outstanding: outstanding (A) securities of Giga the Company or any of its Subsidiaries convertible into or exchangeable for Company Voting Debt or shares of capital stock of Giga; the Company, (B) options, warrants, warrants or other agreements or commitments to acquire from Giga the Company or any of its Subsidiaries, or obligations of Giga the Company or any of its Subsidiaries to issue, any Company Voting Debt or shares of capital stock of (or securities convertible into or exercisable or exchangeable for shares of capital stock of) Giga; the Company or (C) restricted shares, restricted stock units, stock appreciation rights, performance shares, profit participation rights, contingent value rights, “phantom” stock, stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any shares of capital stock of Gigathe Company, in each case that have been issued by Giga the Company or its Subsidiaries (the items in clauses (A), (B), ) and (C), together with the capital stock of Gigathe Company, being referred to collectively as “Giga Company Securities”). All outstanding shares of Giga Company Common Stock, all outstanding Giga Company Equity Awards, and all outstanding shares of capital stock, voting securities, securities or other ownership interests in any Subsidiary of Gigathe Company, have been issued or granted, as applicable, in compliance in all material respects with all applicable securities Laws. (iii) There Except for withholding in accordance with the terms of the Company’s equity incentive plans and grant agreements, there are no outstanding Contracts requiring Giga the Company or any of its Subsidiaries to repurchase, redeem, redeem or otherwise acquire any Giga Company Securities or Giga Company Subsidiary Securities. Neither Giga the Company nor any of its Subsidiaries is a party to any voting agreement with respect to any Giga Company Securities or Giga Company Subsidiary Securities.

Stock Awards. (i) As of the Effective Dateclose of business on August 31, 2023, an aggregate of 82,217shares 610,418 shares of Giga Parent Common Stock were reserved for issuance pursuant to Giga Parent Equity Awards not yet granted under the Giga Parent Stock Plans, consisting of 494,369 options and 116,409 Parent Restricted Units. As of the Effective Dateclose of business on August 31, 397,850 2023, 676,767 shares of Giga Parent Common Stock were reserved for issuance pursuant to outstanding Giga Parent Stock Options and 35,020 666,560 shares of Giga Parent Restricted Shares were issued and outstanding. Schedule 3.02(b)(iSince August 31, 2023 and through the date hereof, no Parent Equity Awards have been granted and no additional shares of Parent Common Stock have become subject to issuance under the Parent Stock Plans. Section 4.02(b)(i) of the Parent Disclosure Letter sets forth as of the Effective Date date of this Agreement a list of each outstanding Giga Parent Equity Award granted under the Giga Parent Stock Plans and: (A) the name of the holder of such Giga Parent Equity Award; (B) the number of shares of Giga Parent Common Stock subject to such outstanding Giga Parent Equity Award; (C) if applicable, the exercise price, purchase price, or similar pricing of such Giga Parent Equity Award; (D) the date on which such Giga Parent Equity Award was granted or issued; (E) the applicable vesting, repurchase, or other lapse of restrictions schedule, and the extent to which such Giga Parent Equity Award is vested and exercisable as of the Effective Datedate hereof; and (F) with respect to Giga Parent Stock Options, the date on which such Giga Parent Stock Option expires. All shares of Giga Parent Common Stock subject to issuance under the Giga Parent Stock Plans, including the Parent Equity Awards constituting Merger Consideration to be issued pursuant to Section 2.06, upon issuance in accordance with the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, and non-assessable. (ii) Other than Except for the Company Stock Plans and as set forth on Schedule 3.02(b)(ii)in Section 4.02(b)(ii) of the Parent Disclosure Letter, there are no Contracts to which Giga Parent is a party obligating Giga Parent to accelerate the vesting of any Giga Parent Equity Award as a result of the transactions contemplated by this Agreement (whether alone or upon the occurrence of any additional or subsequent events). Other than the Giga Parent Equity Awards or otherwise set forth on Schedule 3.02(b)(ii)Awards, warrants to purchase up to 1,635,802 shares of Parent Common Stock and 467,018 shares of Parent Common Stock issuable upon conversion of certain convertible debt instruments, as of the Effective Datedate hereof, there are no outstanding: other outstanding (A) securities of Giga Parent or any of its Subsidiaries convertible into or exchangeable for Parent Voting Debt or shares of capital stock of Giga; Parent, (B) options, warrants, or other agreements or commitments to acquire from Giga Parent or any of its Subsidiaries, or obligations of Giga Parent or any of its Subsidiaries to issue, any Parent Voting Debt or shares of capital stock of (or securities convertible into or exchangeable for shares of capital stock of) Giga; Parent, or (C) restricted shares, restricted stock units, stock appreciation rights, performance shares, profit participation rights, contingent value rights, “phantom” stock, or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any shares of capital stock of GigaParent, in each case that have been issued by Giga Parent or its Subsidiaries (the items in clauses (A), (B), and (C), together with the capital stock of GigaParent, being referred to collectively as “Giga Parent Securities”). All outstanding shares of Giga Parent Common Stock, all outstanding Giga Parent Equity Awards, and all outstanding shares of capital stock, voting securities, or other ownership interests in any Subsidiary of GigaParent, have been issued or granted, as applicable, in compliance in all material respects with all applicable securities Laws. (iii) There As of the date hereof, there are no outstanding Contracts requiring Giga Parent or any of its Subsidiaries to repurchase, redeem, or otherwise acquire any Giga Parent Securities or Giga Parent Subsidiary Securities. Neither Giga Parent nor any of its Subsidiaries is a party to any voting agreement with respect to any Giga Parent Securities or Giga Parent Subsidiary Securities.

Stock Awards. (i) As of the Effective Datedate of this Agreement, an aggregate of 82,217shares 2,554,482 shares of Giga Company Common Stock were reserved for subject to issuance pursuant to Giga Equity Company Stock Options or Company Stock Awards not yet granted under the Giga 2005 Omnibus Stock Incentive Plan, the 2001 Nonqualified Stock Option Plan, the Restated 1996 Stock Option Plan and the 1986 Stock Incentive Plan (the plans referred to immediately above and the award or other applicable agreements entered into thereunder, in each case as amended, are collectively referred to herein as the “Company Stock Plans”). As Section 3.02(b)(i) of the Effective Date, 397,850 shares of Giga Common Stock were reserved for issuance pursuant to outstanding Giga Stock Options and 35,020 shares of Giga Restricted Shares were issued and outstanding. Schedule 3.02(b)(i) Company Disclosure Letter sets forth as of the Effective Date close of business on the date hereof a list of each outstanding Giga Company Equity Award granted under the Giga Company Stock Plans and: and (A) the name of the holder of such Giga Company Equity Award; , (B) the number of shares of Giga Company Common Stock subject to such outstanding Giga Company Equity Award; , (C) if applicable, the exercise price, purchase price, price or similar pricing of such Giga Company Equity Award; , (D) the date on which such Giga Company Equity Award was granted or issued; , (E) the applicable vesting, repurchase, or other lapse of restrictions vesting schedule, and the extent to which such Giga Company Equity Award is vested and exercisable as of the Effective Date; date hereof, and (F) with respect to Giga Company Stock Options, the date on which such Giga Company Stock Option expires. All shares of Giga Company Common Stock subject to issuance under the Giga Company Stock Plans, upon issuance in accordance with the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, paid and non-assessable. (ii) Other than Except for the Company Stock Plans and as set forth on Schedule in Section 3.02(b)(ii)) of the Company Disclosure Letter, there are no Contracts to which Giga the Company is a party obligating Giga the Company to accelerate the vesting of any Giga Company Equity Award as a result of the transactions contemplated by this Agreement (whether alone or upon the occurrence of any additional or subsequent events). Other than the Giga Company Equity Awards or otherwise set forth on Schedule 3.02(b)(ii)and the Warrants, as of the Effective Datedate hereof, there are no outstanding: outstanding (A) securities of Giga the Company or any of its Subsidiaries convertible into or exchangeable for Voting Debt or shares of capital stock of Giga; the Company, (B) options, warrants, warrants or other agreements or commitments to acquire from Giga the Company or any of its Subsidiaries, or obligations of Giga the Company or any of its Subsidiaries to issue, any Voting Debt or shares of capital stock of (or securities convertible into or exchangeable for shares of capital stock of) Giga; the Company or (C) restricted shares, restricted stock units, stock appreciation rights, performance shares, profit participation rights, contingent value rights, “phantom” stock, stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any shares of capital stock of Gigathe Company, in each case that have been issued by Giga the Company or its Subsidiaries (the items in clauses (A), (B), ) and (C), together with the capital stock of Gigathe Company, being referred to collectively as “Giga Company Securities”). All outstanding shares of Giga Company Common Stock, all outstanding Giga Company Equity Awards, all outstanding Warrants, and all outstanding shares of capital stock, voting securities, securities or other ownership interests in any Subsidiary of Gigathe Company, have been issued or granted, as applicable, in compliance in all material respects with all applicable securities Laws. (iii) There are no outstanding Contracts requiring Giga the Company or any of its Subsidiaries to repurchase, redeem, redeem or otherwise acquire any Giga Company Securities or Giga Company Subsidiary Securities. Neither Giga the Company nor any of its Subsidiaries is a party to any voting agreement with respect to any Giga Company Securities or Giga Company Subsidiary Securities.

Stock Awards. (i) As of the Effective Datedate of this Agreement, an aggregate of 82,217shares 383,450 shares of Giga Parent Common Stock were reserved for issuance pursuant to Giga Parent Equity Awards not yet granted under the Giga Parent Stock Plans. As of the Effective Datedate of this Agreement, 397,850 131,050 shares of Giga Parent Common Stock were reserved for issuance pursuant to outstanding Giga Parent Stock Options and 35,020 511,000 shares of Giga Parent Restricted Shares were issued and outstanding. Schedule 3.02(b)(i) sets forth Except as provided in this Agreement, since January 1, 2023 and through the date hereof, no Parent Equity Awards have been granted and no additional shares of the Effective Date a list of each outstanding Giga Equity Award granted Parent Common Stock have become subject to issuance under the Giga Parent Stock Plans and: (A) the name of the holder of such Giga Equity Award; (B) the number of shares of Giga Common Stock subject to such outstanding Giga Equity Award; (C) if applicable, the exercise price, purchase price, or similar pricing of such Giga Equity Award; (D) the date on which such Giga Equity Award was granted or issued; (E) the applicable vesting, repurchase, or other lapse of restrictions schedule, and the extent to which such Giga Equity Award is vested and exercisable as of the Effective Date; and (F) with respect to Giga Stock Options, the date on which such Giga Stock Option expiresPlans. All shares of Giga Parent Common Stock subject to issuance under the Giga Parent Stock Plans, including the Parent Equity Awards constituting Merger Consideration to be issued pursuant to Section 2.06, upon issuance in accordance with the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, and non-assessable. (ii) Other than the Parent Equity Awards, as set forth on Schedule 3.02(b)(ii)of the date hereof, there are no Contracts to which Giga is a party obligating Giga to accelerate the vesting of any Giga Equity Award as a result of the transactions contemplated by this Agreement (whether alone or upon the occurrence of any additional or subsequent events). Other than the Giga Equity Awards or otherwise set forth on Schedule 3.02(b)(ii), as of the Effective Date, there are no outstanding: outstanding (A) securities of Giga Parent or any of its Subsidiaries convertible into or exchangeable for Parent Voting Debt or shares of capital stock of Giga; Parent, (B) options, warrants, or other agreements or commitments to acquire from Giga Parent or any of its Subsidiaries, or obligations of Giga Parent or any of its Subsidiaries to issue, any Parent Voting Debt or shares of capital stock of (or securities convertible into or exchangeable for shares of capital stock of) Giga; Parent, or (C) restricted shares, restricted stock units, stock appreciation rights, performance shares, profit participation rights, contingent value rights, “phantom” stock, or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any shares of capital stock of GigaParent, in each case that have been issued by Giga Parent or its Subsidiaries (the items in clauses (A), (B), and (C), together with the capital stock of GigaParent, being referred to collectively as “Giga Parent Securities”). All outstanding shares of Giga Parent Common Stock, all outstanding Giga Parent Equity Awards, and all outstanding shares of capital stock, voting securities, or other ownership interests in any Subsidiary of GigaParent, have been issued or granted, as applicable, in compliance in all material respects with all applicable securities Laws. (iii) There As of the date hereof, there are no outstanding Contracts requiring Giga Parent or any of its Subsidiaries to repurchase, redeem, or otherwise acquire any Giga Parent Securities or Giga Parent Subsidiary Securities. Neither Giga Parent nor any of its Subsidiaries is a party to any voting agreement with respect to any Giga Parent Securities or Giga Parent Subsidiary Securities.

Stock Awards. (i) As of the Effective DateAugust 25, 2010, an aggregate of 82,217shares of Giga Common Stock 2,117,202 Shares were reserved for subject to issuance pursuant to Giga Equity Company Stock Options or lapse of restrictions of Company Stock Awards not yet granted under 1992 Stock Option Plan and the Giga 2002 Stock Incentive Plan (the plans referred to immediately above and the award or other applicable agreements entered into thereunder, in each case as amended, are collectively referred to herein as the “Company Stock Plans”). As Section 3.02(b)(i) of the Effective Date, 397,850 shares of Giga Common Stock were reserved for issuance pursuant to outstanding Giga Stock Options and 35,020 shares of Giga Restricted Shares were issued and outstanding. Schedule 3.02(b)(i) Company Disclosure Letter sets forth as of the Effective Date a list of each outstanding Giga Company Equity Award granted under the Giga Company Stock Plans and: and (A) the name of the holder of such Giga Company Equity Award; , (B) the number of shares of Giga Common Stock Shares subject to such outstanding Giga Company Equity Award; , (C) if applicable, the exercise price, purchase price, price or similar pricing of such Giga Company Equity Award; , (D) the date on which such Giga Company Equity Award was granted or issued; , (E) the applicable vesting, repurchase, or other lapse of restrictions vesting schedule, and the extent to which such Giga Company Equity Award is vested and exercisable as of the Effective Date; date hereof, and (F) with respect to Giga Company Stock Options, the date on which such Giga Company Stock Option expires. All shares of Giga Common Stock Shares subject to issuance under the Giga Company Stock Plans, upon issuance in accordance with the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, paid and non-assessable. (ii) Other than Except for the Company Stock Plans and as set forth on Schedule in Section 3.02(b)(ii)) of the Company Disclosure Letter, there are no Contracts to which Giga the Company is a party obligating Giga the Company to accelerate the vesting of any Giga Company Equity Award as a result of the transactions contemplated by this Agreement (whether alone or upon the occurrence of any additional or subsequent events). Other than the Giga Company Equity Awards Awards, other awards issued or otherwise set forth on Schedule 3.02(b)(ii)granted under any Company Stock Plan, and the Warrants, as of the Effective Datedate hereof, there are no outstanding: outstanding (Ax) securities of Giga or any of its Subsidiaries the Company convertible into or exchangeable for Voting Debt or shares of capital stock of Giga; the Company, (By) options, warrants, warrants or other agreements or commitments to acquire from Giga or any of its Subsidiariesthe Company, or obligations of Giga or any of its Subsidiaries the Company to issue, any Voting Debt or shares of capital stock of (or securities convertible into or exchangeable for shares of capital stock of) Giga; the Company or (Cz) restricted shares, restricted stock units, stock appreciation rights, performance shares, profit participation rights, contingent value rights, “phantom” stock, stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any shares of capital stock of Gigathe Company, in each case that have been issued by Giga or its Subsidiaries the Company (the items in clauses (Ax), (B), y) and (Cz), together with the capital stock of Gigathe Company, being referred to collectively as “Giga Company Securities”). All outstanding shares of Giga Common StockShares, all outstanding Giga Company Equity Awards, all other awards outstanding under any Company Stock Plan, all outstanding Warrants, and all outstanding shares of capital stock, and voting securities, or other ownership interests in any Subsidiary of Giga, have been issued or granted, as applicable, in compliance in all material respects with all applicable securities Laws. (iii) There Except as set forth in the Warrants, there are no outstanding Contracts requiring Giga or any of its Subsidiaries the Company to repurchase, redeem, redeem or otherwise acquire any Giga Securities or Giga Subsidiary Company Securities. Neither Giga nor any of its Subsidiaries The Company is not a party to any voting agreement with respect to any Giga Securities or Giga Subsidiary Company Securities.

Stock Awards. (i) As of the Effective Capitalization Date, an aggregate of 82,217shares 1,396,469 shares of Giga Company Common Stock were reserved for subject to issuance pursuant to Giga Equity Company Stock Options or Company Stock Awards not yet granted under the Giga plans listed in Section 3.2(b) of the Company Disclosure Letter (the plans referred to immediately above and the award or other applicable agreements entered into thereunder, in each case as amended, are collectively referred to herein as the “Company Stock Plans”), and from the Capitalization Date through the date hereof, no Company Equity Awards have been granted. As Section 3.2(b)(i) of the Effective Date, 397,850 shares of Giga Common Stock were reserved for issuance pursuant to outstanding Giga Stock Options and 35,020 shares of Giga Restricted Shares were issued and outstanding. Schedule 3.02(b)(i) Company Disclosure Letter sets forth as of the Effective Capitalization Date a list of each outstanding Giga Company Equity Award granted under the Giga Company Stock Plans and: and (A) the name of the holder of such Giga Company Equity Award; , (B) the number of shares of Giga Company Common Stock subject to such outstanding Giga Company Equity Award; , (C) if applicable, the exercise price, purchase price, price or similar pricing of such Giga Company Equity Award; , (D) the date on which such Giga Company Equity Award was granted or issued; , (E) the applicable vesting, repurchase, or other lapse of restrictions vesting schedule, and the extent to which such Giga Company Equity Award is vested and exercisable as of the Effective Date; date hereof, and (F) with respect to Giga Company Stock Options, the date on which such Giga Company Stock Option expires. All shares of Giga Company Common Stock subject to issuance under the Giga Company Stock Plans, upon issuance in accordance with the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, paid and non-assessable. (ii) Other than Except for the Company Stock Plans and as set forth on Schedule 3.02(b)(ii)in Section 3.2(b)(ii) of the Company Disclosure Letter, there are no Contracts to which Giga the Company is a party obligating Giga the Company to accelerate the vesting of any Giga Company Equity Award as a result of the transactions contemplated by this Agreement (whether alone or upon the occurrence of any additional or subsequent events). Other than the Giga Company Equity Awards or otherwise set forth on Schedule 3.02(b)(ii)Awards, as of the Effective Datedate hereof, there are no outstanding: outstanding (A) securities of Giga the Company or any of its Subsidiaries convertible into or exchangeable for Voting Debt or shares of capital stock of Giga; the Company, (B) options, warrants, warrants or other agreements or commitments to acquire from Giga the Company or any of its Subsidiaries, or obligations of Giga the Company or any of its Subsidiaries to issue, any Voting Debt or shares of capital stock of (or securities convertible into or exchangeable for shares of capital stock of) Giga; the Company or (C) restricted shares, restricted stock units, stock appreciation rights, performance shares, profit participation rights, contingent value rights, “phantom” stock, stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any shares of capital stock of Gigathe Company, in each case that have been issued by Giga the Company or its Subsidiaries (the items in clauses (A), (B), ) and (C), together with the capital stock of Gigathe Company, being referred to collectively as “Giga Company Securities”). All outstanding shares of Giga Company Common Stock, all outstanding Giga Company Equity Awards, and all outstanding shares of capital stock, voting securities, securities or other ownership interests in any Subsidiary of Gigathe Company, have been issued or granted, as applicable, in compliance in all material respects with all applicable securities Laws. (iii) There Except for withholding in accordance with the terms of the Company’s equity incentive plans and grant agreements, there are no outstanding Contracts requiring Giga the Company or any of its Subsidiaries to repurchase, redeem, redeem or otherwise acquire any Giga Company Securities or Giga Company Subsidiary Securities. Neither Giga the Company nor any of its Subsidiaries is a party to any voting agreement with respect to any Giga Company Securities or Giga Company Subsidiary Securities.

Stock Awards. (i) As of the Effective Datedate of this Agreement, an aggregate of 82,217shares 3,000,000 shares of Giga Aytu Common Stock were reserved for issuance pursuant to Giga Aytu Equity Awards not yet granted under the Giga Aytu Stock Plans. As of the Effective Datedate of this Agreement, 397,850 1,607 shares of Giga Aytu Common Stock were reserved for issuance pursuant to outstanding Giga Aytu Stock Options and 35,020 2,347,754 shares of Giga Aytu Restricted Shares were issued and outstanding. Schedule 3.02(b)(i) sets forth as of the Effective Date a list of each outstanding Giga Equity Award granted under the Giga Stock Plans and: (A) the name of the holder of such Giga Equity Award; (B) the number of shares of Giga Common Stock subject to such outstanding Giga Equity Award; (C) if applicable, the exercise price, purchase price, or similar pricing of such Giga Equity Award; (D) the date on which such Giga Equity Award was granted or issued; (E) the applicable vesting, repurchase, or other lapse of restrictions schedule, and the extent to which such Giga Equity Award is vested and exercisable as of the Effective Date; and (F) with respect to Giga Stock Options, the date on which such Giga Stock Option expires. All shares of Giga Aytu Common Stock subject to issuance under the Giga Aytu Stock Plans, including the Aytu Equity Awards constituting Merger Consideration to be issued pursuant to Section 2.07, upon issuance in accordance with the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, and non-assessable. (ii) Other than the Aytu Equity Awards, as set forth on Schedule 3.02(b)(ii)of the date hereof, there are no Contracts to which Giga is a party obligating Giga to accelerate the vesting of any Giga Equity Award as a result of the transactions contemplated by this Agreement (whether alone or upon the occurrence of any additional or subsequent events). Other than the Giga Equity Awards or otherwise set forth on Schedule 3.02(b)(ii), as of the Effective Date, there are no outstanding: outstanding (A) securities of Giga Aytu or any of its Subsidiaries convertible into or exchangeable for Aytu Voting Debt or shares of capital stock of Giga; Aytu, (B) options, warrants, or other agreements or commitments to acquire from Giga Aytu or any of its Subsidiaries, or obligations of Giga Aytu or any of its Subsidiaries to issue, any Aytu Voting Debt or shares of capital stock of (or securities convertible into or exchangeable for shares of capital stock of) Giga; Aytu, or (C) restricted shares, restricted stock units, stock appreciation rights, performance shares, profit participation rights, contingent value rights, “"phantom” " stock, or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any shares of capital stock of GigaAytu, in each case that have been issued by Giga Aytu or its Subsidiaries (the items in clauses (A), (B), and (C), together with the capital stock of GigaAytu, being referred to collectively as “Giga "Aytu Securities”"). All outstanding shares of Giga Aytu Common Stock, all outstanding Giga Aytu Equity Awards, and all outstanding shares of capital stock, voting securities, or other ownership interests in any Subsidiary of GigaAytu, have been issued or granted, as applicable, in compliance in all material respects with all applicable securities Laws. (iii) There As of the date hereof, there are no outstanding Contracts requiring Giga Aytu or any of its Subsidiaries to repurchase, redeem, or otherwise acquire any Giga Aytu Securities or Giga Aytu Subsidiary Securities. Neither Giga Aytu nor any of its Subsidiaries is a party to any voting agreement with respect to any Giga Aytu Securities or Giga Aytu Subsidiary Securities.

Stock Awards. (i) As of the Effective Datedate of this Agreement, an aggregate of 82,217shares 9,500 shares of Giga Target Common Stock were reserved for subject to issuance pursuant to Giga Equity Target Stock Options or Target Stock Awards not yet granted under the Giga 2012 Equity Incentive Plan or any predecessor plans (the “Target Stock Plans”). As Section 3.02(b)(i) of the Effective Date, 397,850 shares of Giga Common Stock were reserved for issuance pursuant to outstanding Giga Stock Options and 35,020 shares of Giga Restricted Shares were issued and outstanding. Schedule 3.02(b)(i) Target Disclosure Letter sets forth as of the Effective Date date hereof a list of each outstanding Giga Target Equity Award granted under the Giga Target Stock Plans and: and (A) the name of the holder of such Giga Target Equity Award; , (B) the number of shares of Giga Target Common Stock subject to such outstanding Giga Target Equity Award; , (C) if applicable, the exercise price, purchase price, price or similar pricing of such Giga Target Equity Award; , (D) the date on which such Giga Target Equity Award was granted or issued; , (E) the applicable vesting, repurchase, or other lapse of restrictions vesting schedule, and the extent to which such Giga Target Equity Award is vested and exercisable as of the Effective Date; date hereof, and (F) with respect to Giga Target Stock Options, the date on which such Giga Target Stock Option expires. All shares of Giga Target Common Stock subject to issuance under the Giga Target Stock Plans, upon issuance in accordance with the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, paid and non-assessable. (ii) Other than Except for the Target Stock Plans and as set forth on Schedule in Section 3.02(b)(ii)) of the Target Disclosure Letter, there are no Contracts to which Giga the Target is a party obligating Giga the Target to accelerate the vesting of any Giga Target Equity Award as a result of the transactions contemplated by this Agreement (whether alone or upon the occurrence of any additional or subsequent events). Other than the Giga Target Preferred Stock, Target Equity Awards or otherwise set forth on Schedule 3.02(b)(ii)Awards, the Target Stock Options, and the Warrants, as of the Effective Datedate hereof, there are no outstanding: outstanding (A) securities of Giga the Target or any of its Subsidiaries convertible into or exchangeable for Voting Debt or shares of capital stock of Giga; the Target, (B) options, warrants, warrants or other agreements or commitments to acquire from Giga the Target or any of its Subsidiaries, or obligations of Giga the Target or any of its Subsidiaries to issue, any Voting Debt or shares of capital stock of (or securities convertible into or exchangeable for shares of capital stock of) Giga; the Target or (C) restricted shares, restricted stock units, stock appreciation rights, performance shares, profit participation rights, contingent value rights, “phantom” stock, stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any shares of capital stock of Gigathe Target, in each case that have been issued by Giga the Target or its Subsidiaries (the items in clauses (A), (B), ) and (C), together with the capital stock of Gigathe Target, being referred to collectively as “Giga Target Securities”). All outstanding shares of Giga Target Common Stock, all outstanding Giga Target Equity Awards, all outstanding Warrants, and all outstanding shares of capital stock, voting securities, securities or other ownership interests in any Subsidiary of Gigathe Target, have been issued or granted, as applicable, in compliance in all material respects with all applicable securities Laws. (iii) There Except as set forth in the Warrants, there are no outstanding Contracts requiring Giga the Target or any of its Subsidiaries to repurchase, redeem, redeem or otherwise acquire any Giga Target Securities or Giga Target Subsidiary Securities. Neither Giga the Target nor any of its Subsidiaries is a party to any voting agreement with respect to any Giga Target Securities or Giga Target Subsidiary Securities.

Stock Awards. (i) As of the Effective Datedate of this Agreement, an aggregate of 82,217shares 1,345,500 shares of Giga Acquirer Common Stock were reserved for subject to issuance pursuant to Giga Equity Acquirer Stock Options or Acquirer Stock Awards not yet granted under the Giga Vapor Corp. Equity Incentive Plan or any predecessor plan (collectively, the “Acquirer Stock Plans”). As Section 4.02(b)(i) of the Effective Date, 397,850 shares of Giga Common Stock were reserved for issuance pursuant to outstanding Giga Stock Options and 35,020 shares of Giga Restricted Shares were issued and outstanding. Schedule 3.02(b)(i) Acquirer Disclosure Letter sets forth as of the Effective Date date hereof a list of each outstanding Giga Acquirer Equity Award granted under the Giga Acquirer Stock Plans and: and (A) the name of the holder of such Giga Acquirer Equity Award; , (B) the number of shares of Giga Acquirer Common Stock subject to such outstanding Giga Acquirer Equity Award; , (C) if applicable, the exercise price, purchase price, price or similar pricing of such Giga Acquirer Equity Award; , (D) the date on which such Giga Acquirer Equity Award was granted or issued; , (E) the applicable vesting, repurchase, or other lapse of restrictions vesting schedule, and the extent to which such Giga Acquirer Equity Award is vested and exercisable as of the Effective Date; date hereof, and (F) with respect to Giga Acquirer Stock Options, the date on which such Giga Acquirer Stock Option expires. All shares of Giga Acquirer Common Stock subject to issuance under the Giga Acquirer Stock Plans, upon issuance in accordance with the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, paid and non-assessable. (ii) Other than Except for the Acquirer Stock Plans and as set forth on Schedule 3.02(b)(ii)in Section 4.02(b)(ii) of the Acquirer Disclosure Letter, there are no Contracts to which Giga the Acquirer is a party obligating Giga the Acquirer to accelerate the vesting of any Giga Acquirer Equity Award as a result of the transactions contemplated by this Agreement (whether alone or upon the occurrence of any additional or subsequent events). Other than Except for the Giga Acquirer Equity Awards or otherwise Except and as set forth on Schedule 3.02(b)(ii)in Section 4.02(b)(ii) of the Acquirer Disclosure Letter, as of the Effective Datedate hereof, there are no outstanding: outstanding (A) securities of Giga the Acquirer or any of its Subsidiaries convertible into or exchangeable for Voting Debt or shares of capital stock of Giga; the Acquirer, (B) options, warrants, warrants or other agreements or commitments to acquire from Giga the Acquirer or any of its Subsidiaries, or obligations of Giga the Acquirer or any of its Subsidiaries to issue, any Voting Debt or shares of capital stock of (or securities convertible into or exchangeable for shares of capital stock of) Giga; the Acquirer or (C) restricted shares, restricted stock units, stock appreciation rights, performance shares, profit participation rights, contingent value rights, “phantom” stock, stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any shares of capital stock of Gigathe Acquirer, in each case that have been issued by Giga the Acquirer or its Subsidiaries (the items in clauses (A), (B), ) and (C), together with the capital stock of Gigathe Target, being referred to collectively as “Giga Acquirer Securities”). All outstanding shares of Giga Acquirer Common Stock, all outstanding Giga Acquirer Equity Awards, all outstanding Warrants and all outstanding Convertible Notes, and all outstanding shares of capital stock, voting securities, securities or other ownership interests in any Subsidiary of Gigathe Acquirer, have been issued or granted, as applicable, in compliance in all material respects with all applicable securities Laws. (iii) There Except as set forth in the Acquirer’s issued and outstanding warrants or each promissory note of the Acquirer which is convertible into shares of Acquirer Common Stock that is disclosed in the Acquirer’s SEC Reports there are no outstanding Contracts requiring Giga the Acquirer or any of its Subsidiaries to repurchase, redeem, redeem or otherwise acquire any Giga Acquirer Securities or Giga Acquirer Subsidiary Securities. Neither Giga the Acquirer nor any of its Subsidiaries is a party to any voting agreement with respect to any Giga Acquirer Securities or Giga Acquirer Subsidiary Securities.

Stock Awards. (i) As of the Effective Agreement Date, an aggregate of 82,217shares 0 shares of Giga WTRV Common Stock were reserved for issuance pursuant to Giga WTRV Equity Awards not yet granted under the Giga WTRV Stock Plans. As of the Effective Agreement Date, 397,850 no shares of Giga WTRV Common Stock were reserved for issuance pursuant to outstanding Giga WTRV Stock Options and 35,020 Options, 22,200,000 shares of Giga WTRV Common Stock were reserved for issuance pursuant to outstanding restricted stock units and 5,000,000 shares of WTRV Restricted Shares were issued and outstanding. Schedule 3.02(b)(iExcept as set forth in Section 4.02(b) sets forth as of the Effective Date a list Parent Disclosure Letter, since January 1, 2024 and through the Agreement Date, no WTRV Equity Awards have been granted and no additional shares of each outstanding Giga Equity Award granted WTRV Common Stock have become subject to issuance under the Giga WTRV Stock Plans and: (A) the name of the holder of such Giga Equity Award; (B) the number of shares of Giga Common Stock subject to such outstanding Giga Equity Award; (C) if applicable, the exercise price, purchase price, or similar pricing of such Giga Equity Award; (D) the date on which such Giga Equity Award was granted or issued; (E) the applicable vesting, repurchase, or other lapse of restrictions schedule, and the extent to which such Giga Equity Award is vested and exercisable as of the Effective Date; and (F) with respect to Giga Stock Options, the date on which such Giga Stock Option expiresPlans. All shares of Giga WTRV Common Stock subject to issuance under the Giga WTRV Stock Plans, including the WTRV Equity Awards constituting Merger Consideration to be issued pursuant to Section 2.05, upon issuance in accordance with the terms and conditions specified in the instruments pursuant to which they are issuableissuable (including payment of the exercise price therefore, if applicable), will be duly authorized, validly issued, fully paid, and non-assessable. (ii) Other than the WTRV Equity Awards or as set forth on Schedule 3.02(b)(ii), there are no Contracts to which Giga is a party obligating Giga to accelerate the vesting of any Giga Equity Award as a result in Section 4.02(b) of the transactions contemplated by this Agreement (whether alone or upon the occurrence of any additional or subsequent events). Other than the Giga Equity Awards or otherwise set forth on Schedule 3.02(b)(ii)Parent Disclosure Letter, as of the Effective Agreement Date, there are no outstanding: outstanding (A) securities of Giga WTRV or any of its Subsidiaries convertible into or exchangeable for Voting Debt or shares of capital stock or Indebtedness of Giga; WTRV, (B) options, warrants, or other agreements or commitments to acquire from Giga WTRV or any of its Subsidiaries, or obligations of Giga WTRV or any of its Subsidiaries to issue, any Voting Debt or shares of capital stock of (or securities convertible into or exchangeable for shares of capital stock of) Giga; or Indebtedness of WTRV, or (C) restricted shares, restricted stock units, stock appreciation rights, performance shares, profit participation rights, contingent value rights, “phantom” stock, or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any shares of capital stock of GigaWTRV, in each case that have been issued by Giga WTRV or its Subsidiaries (the items in clauses (A), (B), and (C), together with the capital stock of GigaWTRV, being referred to collectively as “Giga Parent Securities”). All outstanding shares of Giga WTRV Common Stock, all outstanding Giga WTRV Equity Awards, and all outstanding shares of capital stock, voting securities, or other ownership interests in any Subsidiary of GigaWTRV, have been issued or granted, as applicable, in compliance in all material respects with all applicable securities Laws. (iii) There As of the Agreement Date, there are no outstanding Contracts requiring Giga WTRV or any of its Subsidiaries to repurchase, redeem, or otherwise acquire any Giga WTRV Securities or Giga WTRV Subsidiary Securities. Neither Giga WTRV nor any of its Subsidiaries is a party to any voting agreement with respect to any Giga WTRV Securities or Giga WTRV Subsidiary Securities.

Stock Awards. (i) As of the Effective Dateclose of business on June 30, 2022, an aggregate of 82,217shares 2,163,080 shares of Giga Company Common Stock were reserved for issuance pursuant to Giga Company Equity Awards not yet granted under the Giga Company Stock Plans. As of the Effective Dateclose of business on June 30, 397,850 2022, 6,786,733 shares of Giga Company Common Stock were reserved for issuance pursuant to outstanding Giga Company Stock Options Options, and 35,020 1,704,648 shares of Giga Restricted Shares Company Common Stock were issued reserved for issuance pursuant to outstanding Company RSUs (1,350,325 of which are unvested and outstanding354,323 of which are vested but have not yet been released). Schedule Since June 30, 2022 and through the date hereof, no Company Equity Awards have been granted and no additional shares of Company Common Stock have become subject to issuance under the Company Stock Plans. Section 3.02(b)(i) of the Company Disclosure Letter sets forth as as, of the Effective Date date of this Agreement, a list of each outstanding Giga Company Equity Award granted under the Giga Company Stock Plans and: (A) the name of the holder of such Giga Company Equity Award; (B) the number of shares of Giga Company Common Stock subject to such outstanding Giga Company Equity Award; (C) if applicable, the exercise price, purchase price, or similar pricing of such Giga Company Equity Award; (D) the date on which such Giga Company Equity Award was granted or issued; (E) the applicable vesting, repurchase, or other lapse of restrictions schedule, and the extent to which such Giga Company Equity Award is vested and exercisable as of the Effective Datedate hereof; and (F) with respect to Giga Company Stock Options, the date on which such Giga Company Stock Option expires. All shares of Giga Company Common Stock subject to issuance under the Giga Company Stock Plans, upon issuance in accordance with the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, and non-assessable. (ii) Other than Except for the Company Stock Plans or as set forth on Schedule in Section 3.02(b)(ii)) of the Company Disclosure Letter, there are no Contracts to which Giga the Company is a party obligating Giga the Company to accelerate the vesting of any Giga Company Equity Award as a result of the transactions contemplated by this Agreement (whether alone or upon the occurrence of any additional or subsequent events). Other than the Giga Company Equity Awards or otherwise set forth on Schedule 3.02(b)(ii)Awards, as of the Effective Datedate hereof, there are no outstanding: (A) securities of Giga the Company or any of its Subsidiaries convertible into or exchangeable for Voting Debt or shares of capital stock of Gigathe Company; (B) options, warrants, or other agreements or commitments to acquire from Giga the Company or any of its Subsidiaries, or obligations of Giga the Company or any of its Subsidiaries to issue, any Voting Debt or shares of capital stock of (or securities convertible into or exchangeable for shares of capital stock of) Gigathe Company; or (C) restricted shares, restricted stock units, stock appreciation rights, performance shares, profit participation rights, contingent value rights, “phantom” stock, or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any shares of capital stock of Gigathe Company, in each case that have been issued by Giga the Company or its Subsidiaries (the items in clauses (A), (B), and (C), together with the capital stock of Gigathe Company, being referred to collectively as “Giga Company Securities”). All outstanding shares of Giga Company Common Stock, all outstanding Giga Company Equity Awards, and all outstanding shares of capital stock, voting securities, or other ownership interests in any Subsidiary of Gigathe Company, have been issued or granted, as applicable, in compliance in all material respects with all applicable securities Laws. (iii) There are no outstanding Contracts requiring Giga the Company or any of its Subsidiaries to repurchase, redeem, or otherwise acquire any Giga Company Securities or Giga Company Subsidiary Securities. Neither Giga the Company nor any of its Subsidiaries is a party to any voting agreement with respect to any Giga Company Securities or Giga Company Subsidiary Securities.

Stock Awards. (i) As of the Effective DateSeptember 8, an aggregate 2023, 1,691,957 shares of 82,217shares of Giga Company Common Stock were reserved for issuance pursuant to Giga Company Equity Awards not yet granted under the Giga Company Stock Plans. As of the Effective Dateclose of business on September 8, 397,850 2023, 298,662 shares of Giga Company Common Stock were reserved for issuance pursuant to outstanding Giga Company Stock Options and 35,020 Options, 573,577 shares of Giga Restricted Shares Company Common Stock were issued reserved for issuance pursuant to outstanding Company DSU Awards, and outstanding819,718 shares of Company Common Stock were reserved for issuance pursuant to outstanding Other Awards (assuming for this purpose that the applicable performance goals are achieved at actual performance levels). Schedule 3.02(b)(iSince September 8, 2023, no Company Equity Awards have been granted and no additional shares of Company Common Stock have become subject to issuance under the Company Stock Plans. Section 4.02(b)(i) of the Company Disclosure Letter sets forth as of the Effective Date date of this Agreement a list of each outstanding Giga Company Equity Award granted under the Giga Company Stock Plans andPlans: and (A) the name of the holder of such Giga Company Equity Award; (B) type of such Company Equity Award; (C) the number of shares of Giga Company Common Stock subject to such outstanding Giga Company Equity AwardAward or, in the case of an Other Award that is denominated in cash, the amount of cash subject to such Other Award (in each case, assuming for this purpose that the applicable performance goals are achieved at the actual performance levels); (CD) if applicable, the exercise price, purchase price, or similar pricing of such Giga Company Equity Award; (DE) the date on which such Giga Company Equity Award was granted or issued; (E) the applicable vesting, repurchase, or other lapse of restrictions schedule, and the extent to which such Giga Company Equity Award is vested and exercisable as of the date hereof; (F) the methodology pursuant to which the level of achievement of performance goals (if any) applicable to such Company Equity Award shall be measured in connection with the transactions contemplated by this Agreement; (G) the portion of such Company Equity Award that is expected to be forfeited for no consideration at the Effective DateTime in accordance with the applicable award agreements; and (FH) with respect to Giga Company Stock Options, the date on which such Giga Company Stock Option expires. All shares of Giga Company Common Stock subject to issuance under the Giga Company Stock Plans, upon issuance in accordance with the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, and non-assessable. (ii) Other than Except for the Company Stock Plans, as set forth on Schedule 3.02(b)(ii)in Section 4.02(b)(ii) of the Company Disclosure Letter, there are no Contracts to which Giga the Company or any Company Subsidiary is a party obligating Giga the Company to accelerate the vesting of any Giga Company Equity Award as a result of the transactions contemplated by this Agreement (whether alone or upon the occurrence of any additional or subsequent events). Other than the Giga Company Equity Awards or otherwise set forth on Schedule 3.02(b)(ii), as of the Effective DateAwards, there are no outstanding: (A) securities of Giga the Company or any of its Subsidiaries convertible into or exchangeable for Voting Debt or shares of capital stock of Gigathe Company; (B) options, warrants, or other agreements or commitments to acquire from Giga the Company or any of its Subsidiaries, or obligations of Giga the Company or any of its Subsidiaries to issue, any Voting Debt or shares of capital stock of (or securities convertible into or exchangeable for shares of capital stock of) Gigathe Company; or (C) restricted shares, restricted stock units, deferred stock units, stock appreciation rights, performance shares, profit participation rights, contingent value rights, “"phantom” " stock, other equity-based compensation or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any shares of capital stock of Gigathe Company, in each case that have been issued by Giga the Company or its Subsidiaries (the items in clauses (A), (B), and (C), together with the capital stock stock, voting securities or other ownership interests of Gigathe Company, being referred to collectively as “Giga "Company Securities”"). All outstanding shares of Giga Company Common Stock, all outstanding Giga Company Equity Awards, and all outstanding shares of capital stock, voting securities, or other ownership interests in any Subsidiary of Gigathe Company, have been issued or granted, as applicable, in compliance in all material respects with all applicable securities Laws. (iii) There are no outstanding Contracts requiring Giga the Company or any of its Subsidiaries to repurchase, redeem, or otherwise acquire any Giga Company Securities or Giga Company Subsidiary Securities. Neither Giga the Company nor any of its Subsidiaries is a party to any voting agreement with respect to any Giga Company Securities or Giga Company Subsidiary Securities.

Stock Awards. (i) As of the Effective Datedate of this Agreement, an aggregate of 82,217shares 725,612 shares of Giga Company Common Stock were reserved for subject to issuance pursuant to Giga Equity Company Stock Options or Company Stock Awards not yet granted under the Giga 2007 Equity Incentive Plan (the plan referred to immediately above and the award or other applicable agreements entered into thereunder, as amended, are collectively referred to herein as the "Company Stock Plans"), and since July 17, 2012 and through the date hereof, no Company Equity Awards have been granted and no additional shares of Company Common Stock have become subject to issuance under the Company Stock Plans. As Section 3.02(b)(i) of the Effective Date, 397,850 shares of Giga Common Stock were reserved for issuance pursuant to outstanding Giga Stock Options and 35,020 shares of Giga Restricted Shares were issued and outstanding. Schedule 3.02(b)(i) Company Disclosure Letter sets forth as of the Effective Date close of business on August 6, 2013 a list of each outstanding Giga Company Equity Award granted under the Giga Company Stock Plans and: and (A) the name of the holder of such Giga Company Equity Award; , (B) the number of shares of Giga Company Common Stock subject to such outstanding Giga Company Equity Award; , (C) if applicable, the exercise price, purchase price, price or similar pricing of such Giga Company Equity 3270196v3 Award; , (D) the date on which such Giga Company Equity Award was granted or issued; , (E) the applicable vesting, repurchase, or other lapse of restrictions vesting schedule, and the extent to which such Giga Company Equity Award is vested and exercisable as of the Effective Date; date hereof, and (F) with respect to Giga Company Stock Options, the date on which such Giga Company Stock Option expires. All shares of Giga Company Common Stock subject to issuance under the Giga Company Stock Plans, upon issuance in accordance with the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, paid and non-assessable. (ii) Other than Except for the Company Stock Plans and as set forth on Schedule in Section 3.02(b)(ii)) of the Company Disclosure Letter, there are no Contracts to which Giga the Company is a party obligating Giga the Company to accelerate the vesting of any Giga Company Equity Award as a result of the transactions contemplated by this Agreement (whether alone or upon the occurrence of any additional or subsequent events). Other than the Giga Company Equity Awards or otherwise set forth on Schedule 3.02(b)(ii)Awards, as of the Effective Datedate hereof, there are no outstanding: outstanding (A) securities of Giga the Company or any of its Subsidiaries convertible into or exchangeable for Voting Debt or shares of capital stock of Giga; the Company, (B) options, warrants, warrants or other agreements or commitments to acquire from Giga the Company or any of its Subsidiaries, or obligations of Giga the Company or any of its Subsidiaries to issue, any Voting Debt or shares of capital stock of (or securities convertible into or exchangeable for shares of capital stock of) Giga; the Company or (C) restricted shares, restricted stock units, stock appreciation rights, performance shares, profit participation rights, contingent value rights, “"phantom” stock, " stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any shares of capital stock of Gigathe Company, in each case that have been issued by Giga the Company or its Subsidiaries (the items in clauses (A), (B), ) and (C), together with the capital stock of Gigathe Company, being referred to collectively as “Giga "Company Securities”"). All outstanding shares of Giga Company Common Stock, all outstanding Giga Company Equity Awards, and all outstanding shares of capital stock, voting securities, securities or other ownership interests in any Subsidiary of Gigathe Company, have been issued or granted, as applicable, in compliance in all material respects with all applicable securities Laws. (iii) There are no outstanding Contracts requiring Giga the Company or any of its Subsidiaries to repurchase, redeem, redeem or otherwise acquire any Giga Company Securities or Giga Company Subsidiary Securities. Neither Giga the Company nor any of its Subsidiaries is a party to any voting agreement with respect to any Giga Company Securities or Giga Company Subsidiary Securities.

Stock Awards. (i) As of the Effective Dateclose of business on September 15, 2020, an aggregate of 82,217shares 4,250 shares of Giga Company Common Stock were reserved for issuance pursuant to Giga Company Equity Awards not yet granted under the Giga Company Stock Plans. As of the Effective Dateclose of business on September 15, 397,850 2020, 730,000 shares of Giga Common Stock were reserved for issuance pursuant to outstanding Giga Stock Options and 35,020 shares of Giga Company Restricted Shares were issued and outstanding. Schedule Since September 15, 2020 and through the date hereof, no Company Equity Awards have been granted and no additional shares of Company Common Stock have become subject to issuance under the Company Stock Plans. Section 3.02(b)(i) of the Company Disclosure Letter sets forth as of the Effective Date date of this Agreement a list of each outstanding Giga Company Equity Award granted under the Giga Company Stock Plans and: (A) the name of the holder of such Giga Company Equity Award; (B) the number of shares of Giga Company Common Stock subject to such outstanding Giga Company Equity Award; (C) if applicable, the exercise price, purchase price, or similar pricing of such Giga Company Equity Award; (D) the date on which such Giga Company Equity Award was granted or issued; and (E) the applicable vesting, repurchase, or other lapse of restrictions schedule, and the extent to which such Giga Company Equity Award is vested and exercisable as of the Effective Date; and (F) with respect to Giga Stock Options, the date on which such Giga Stock Option expireshereof. All shares of Giga Company Common Stock subject to issuance under the Giga Company Stock Plans, upon issuance in accordance with the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, and non-assessable. (ii) Other than Except for the Company Stock Plans and as set forth on Schedule in Section 3.02(b)(ii)) of the Company Disclosure Letter, there are no Contracts to which Giga the Company is a party obligating Giga the Company to accelerate the vesting of any Giga Company Equity Award as a result of the transactions contemplated by this Agreement (whether alone or upon the occurrence of any additional or subsequent events). Other than the Giga Company Equity Awards or otherwise set forth on Schedule 3.02(b)(ii)Awards, as of the Effective Datedate hereof, there are no outstanding: (A) securities of Giga the Company or any of its Subsidiaries convertible into or exchangeable for Voting Debt or shares of capital stock of Gigathe Company; (B) options, warrants, or other agreements or commitments to acquire from Giga the Company or any of its Subsidiaries, or obligations of Giga the Company or any of its Subsidiaries to issue, any Voting Debt or shares of capital stock of (or securities convertible into or exchangeable for shares of capital stock of) Gigathe Company; or (C) restricted shares, restricted stock units, stock appreciation rights, performance shares, profit participation rights, contingent value rights, “phantom” stock, or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any shares of capital stock of Gigathe Company, in each case that have been issued by Giga the Company or its Subsidiaries (the items in clauses (A), (B), and (C), together with the capital stock of Gigathe Company, being referred to collectively as “Giga Company Securities”). All outstanding shares of Giga Company Common Stock, all outstanding Giga Company Equity Awards, and all outstanding shares of capital stock, voting securities, or other ownership interests in any Subsidiary of Gigathe Company, have been issued or granted, as applicable, in compliance in all material respects with all applicable securities Laws. (iii) There are no outstanding Contracts requiring Giga the Company or any of its Subsidiaries to repurchase, redeem, or otherwise acquire any Giga Company Securities or Giga Company Subsidiary Securities. Neither Giga the Company nor any of its Subsidiaries is a party to any voting agreement with respect to any Giga Company Securities or Giga Company Subsidiary Securities.

Stock Awards. (ia) As All outstanding options that may be exercised for shares of RFH Common Stock (whether or not vested) (each, a “Stock Option” and collectively the “Stock Options”) are described in Section 3.2(a) of the Effective DateRFH Disclosure Schedule (as such term is defined in Article III of this Agreement) and are presently governed by RFH’s stock option plans as set forth in Section 3.2(a) of the RFH Disclosure Schedule (collectively, the “RFH Stock Compensation Plans”) and the agreements pursuant to which such Stock Options were granted (each, an aggregate “Option Grant Agreement”). True and complete copies of 82,217shares of Giga Common the RFH Stock were reserved for issuance Compensation Plans and all Option Grant Agreements relating to outstanding Stock Options have been delivered to 1st Constitution’s counsel (with a designation that such copies have been delivered pursuant to Giga Equity Awards not yet granted under the Giga Stock Plans. As Section 1.7(a) of the then current draft of this Agreement). RFH shall take all requisite action so that, at the Effective DateTime, 397,850 shares of Giga Common each Stock were reserved for issuance pursuant Option that is outstanding immediately prior to outstanding Giga Stock Options and 35,020 shares of Giga Restricted Shares were issued and outstanding. Schedule 3.02(b)(i) sets forth as the Effective Time, whether or not then vested or exercisable, shall be, by virtue of the Effective Date a list Merger and without any action on the part of each outstanding Giga Equity Award granted under 1st Constitution, the Giga Stock Plans and: (A) the name of Bank, RFH, the holder of that Stock Option or any other Person, cancelled and converted into the right to receive from the Bank and the Surviving Entity (and the Bank and/or the Surviving Entity shall pay to such Giga Equity Award; holder), at the Effective Time, an amount in cash, without interest, equal to the product of (Bx) the aggregate number of shares of Giga Common Stock subject to such outstanding Giga Equity Award; Stock Option, multiplied by (C) if applicable, the exercise price, purchase price, or similar pricing of such Giga Equity Award; (Dy) the date on which excess, if any, of the Per Share Cash Consideration over the per share exercise price under such Giga Equity Award was granted or issued; (E) Stock Option, less any Taxes required to be withheld. Stock Options with a per share exercise price greater than the applicable vesting, repurchase, or other lapse of restrictions schedule, and the extent to which such Giga Equity Award is vested and exercisable Per Share Cash Consideration shall be cancelled as of the Effective Date; and (F) with respect to Giga Stock Options, the date on which such Giga Stock Option expires. All shares of Giga Common Stock subject to issuance under the Giga Stock Plans, upon issuance Closing by RFH in accordance with the terms of the relevant RFH Stock Compensation Plan and conditions specified in the instruments pursuant holders thereof shall be entitled to which they are issuableno consideration from 1st Constitution, will be duly authorizedthe Bank, validly issued, fully paid, and non-assessableRFH or the Surviving Entity. (iib) Other than as set forth on Schedule 3.02(b)(ii)RFH shall take all requisite action so that, there are no Contracts at the Effective Time, each restricted stock unit award and other right, contingent or accrued, to which Giga is a party obligating Giga to accelerate acquire or receive shares of RFH Common Stock or benefits measured by the vesting value of such shares, and each award of any Giga Equity Award as kind consisting of shares of RFH Common Stock that may be held, awarded, outstanding, payable or reserved for issuance under any RFH Stock Compensation Plan, other than Stock Options (each, a result “RFH Stock Award”) immediately prior to the Effective Time, whether or not then vested or exercisable, shall be, by virtue of the transactions contemplated by this Agreement Merger and without any action on the part of 1st Constitution, the Bank, RFH, the holder of that RFH Stock Award or any other Person, cancelled and converted into the right to receive from 1st Constitution, the Bank and the Surviving Entity, (whether alone or upon and 1st Constitution, the occurrence of any additional or subsequent events). Other than Bank and/or the Giga Equity Awards or otherwise set forth on Schedule 3.02(b)(ii), as Surviving Entity shall issue to such holder) within ten (10) days of the Effective DateTime, there are no outstanding: (A) securities such number of Giga or any of its Subsidiaries convertible into or exchangeable for Voting Debt or shares of capital stock of Giga; (B) options, warrants, or other agreements or commitments to acquire from Giga or any of its Subsidiaries, or obligations of Giga or any of its Subsidiaries to issue, any Voting Debt or shares of capital stock of (or securities convertible into or exchangeable for shares of capital stock of) Giga; or (C) restricted shares, restricted stock units, stock appreciation rights, performance shares, profit participation rights, contingent value rights, “phantom” stock, or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any shares of capital stock of Giga, in each case that have been issued by Giga or its Subsidiaries (the items in clauses (A), (B), and (C), together with the capital stock of Giga, being referred to collectively as “Giga Securities”). All outstanding shares of Giga 1st Constitution Common Stock, all outstanding Giga Equity Awards, and all outstanding equal to the product of (x) the aggregate number of shares of capital stockRFH Common Stock in respect of such RFH Stock Award multiplied by (y) the Exchange Ratio. (c) At or prior to the Effective Time, voting securitiesRFH, or other ownership interests in any Subsidiary the RFH Board and the compensation committee of Giga, have been issued or grantedsuch board, as applicable, in compliance in all material respects with all applicable securities Lawsshall adopt any resolutions and take any actions (including obtaining any employee consents) that may be necessary to effectuate the provisions of paragraphs (a) and (b) of this Section 1.7. (iii) There are no outstanding Contracts requiring Giga or any of its Subsidiaries to repurchase, redeem, or otherwise acquire any Giga Securities or Giga Subsidiary Securities. Neither Giga nor any of its Subsidiaries is a party to any voting agreement with respect to any Giga Securities or Giga Subsidiary Securities.

Stock Awards. (i) As of the Effective Datedate of this Agreement, an aggregate of 82,217shares 490,329 shares of Giga Company Common Stock were reserved for issuance pursuant to Giga Company Equity Awards not yet granted under the Giga Company Stock PlansPlans and an aggregate of 64,294 shares of Company Common Stock were reserved for issuance pursuant to the Company ESPP. As of the Effective Dateclose of business on August 9, 397,850 2021, 696,770 shares of Giga Company Common Stock were reserved for issuance pursuant to outstanding Giga Company Stock Options and 35,020 Options, 43,852 shares of Giga Company Restricted Shares were issued and outstandingoutstanding and 151,700 shares of Common Stock were reserved for issuance pursuant to outstanding Company RSUs (including Company PSUs). Schedule 3.02(b)(iAs of the close of business on August 9, 2021, 25,000 shares of Company Common Stock were reserved for issuance pursuant to outstanding options under the Company ESPP. Since August 9, 2021 and through the date hereof, no Company Equity Awards have been granted and no additional shares of Company Common Stock have become subject to issuance under the Company Stock Plans. Section 4.02(b)(i) of the Company Disclosure Letter sets forth as of the Effective Date date of this Agreement a list of each outstanding Giga Company Equity Award granted under the Giga Company Stock Plans andPlans: and (A) the name of the holder of such Giga Company Equity Award; (B) the number of shares of Giga Company Common Stock subject to such outstanding Giga Company Equity Award; (C) if applicable, the exercise price, purchase price, or similar pricing of such Giga Company Equity Award; (D) the date on which such Giga Company Equity Award was granted or issued; (E) the applicable vesting, repurchase, or other lapse of restrictions schedule, and the extent to which such Giga Company Equity Award is vested and exercisable as of the Effective Datedate hereof; and (F) with respect to Giga Company Stock Options, the date on which such Giga Company Stock Option expires. All shares of Giga Company Common Stock subject to issuance under the Giga Company Stock PlansPlans and the Company ESPP, upon issuance in accordance with the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, and non-assessable. (ii) Other than Except for the Company Stock Plans, the Company ESPP and as set forth on Schedule 3.02(b)(ii)in Section 4.02(b)(ii) of the Company Disclosure Letter, there are no Contracts to which Giga the Company is a party obligating Giga the Company to accelerate the vesting of any Giga Company Equity Award as a result of the transactions contemplated by this Agreement (whether alone or upon the occurrence of any additional or subsequent events). Other than the Giga Company Equity Awards or otherwise set forth on Schedule 3.02(b)(ii)and the outstanding options under the Company ESPP, as of the Effective Datedate hereof, there are no outstanding: (A) securities of Giga the Company or any of its Subsidiaries convertible into or exchangeable for Voting Debt or shares of capital stock of Gigathe Company; (B) options, warrants, or other agreements or commitments to acquire from Giga the Company or any of its Subsidiaries, or obligations of Giga the Company or any of its Subsidiaries to issue, any Voting Debt or shares of capital stock of (or securities convertible into or exchangeable for shares of capital stock of) Gigathe Company; or (C) restricted shares, restricted stock units, stock appreciation rights, performance sharesshares or units, profit participation rights, contingent value rights, “phantom” stock, or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any shares of capital stock of Gigathe Company, in each case that have been issued by Giga the Company or its Subsidiaries (the items in clauses (A), (B), and (C), together with the capital stock of GigaCompany Common Stock, being referred to collectively as “Giga Company Securities”). All outstanding shares of Giga Company Common Stock, all outstanding Giga Company Equity Awards, all outstanding options under the Company ESPP and all outstanding shares of capital stock, voting securities, or other ownership interests in any Subsidiary of Gigathe Company, have been issued or granted, as applicable, in compliance in all material respects with all applicable securities Laws. (iii) There are no outstanding Contracts requiring Giga the Company or any of its Subsidiaries to repurchase, redeem, or otherwise acquire any Giga Company Securities or Giga Company Subsidiary Securities. Neither Giga the Company nor any of its Subsidiaries is a party to any voting agreement with respect to any Giga Company Securities or Giga Company Subsidiary Securities.

Stock Awards. (i) As of the Effective close of business on the Measurement Date, an aggregate of 82,217shares 707,932 shares of Giga Company Common Stock were reserved for subject to issuance pursuant to Giga Equity Awards not yet granted under the Giga Company Stock Plans. As Options, all of which had a per share exercise price in excess of the Effective DateMerger Consideration, 397,850 and an aggregate of 4,599,502 shares of Giga Company Common Stock were reserved for subject to issuance pursuant to Company Stock Awards granted under (i) the Kindred Healthcare, Inc. 2001 Stock Incentive Plan, Amended and Restated, (ii) the Kindred Healthcare, Inc. Stock Incentive Plan, Amended and Restated (iii) the Kindred Healthcare, Inc. 2001 Equity Plan for Non-Employee Directors (Amended and Restated), (iv) the Kindred Healthcare, Inc. Equity Plan for Non-Employee Directors, Amended and Restated and (v) the Gentiva Health Services, Inc. 2004 Equity Incentive Plan (the plans referred to immediately above and the award or other applicable agreements entered into thereunder, in each case as amended, and which are the only plans under which equity incentives are outstanding Giga as of the Measurement Date, are collectively referred to herein as the “Company Stock Options and 35,020 shares of Giga Restricted Shares were issued and outstandingPlans”). Schedule Section 3.02(b)(i) of the Company Disclosure Letter sets forth as of the Effective close of business on the Measurement Date a list of each outstanding Giga Company Equity Award granted under the Giga Company Stock Plans and: and (A) the name of the holder of such Giga Company Equity Award; , (B) the number of shares of Giga Company Common Stock subject to such outstanding Giga Company Equity Award; Award (if performance-based, payable at target levels of performance), (C) if applicable, the exercise price, purchase price, price or similar pricing of such Giga Company Equity Award; , (D) the date on which such Giga Company Equity Award was granted or issued; , (E) the applicable vesting, repurchase, or other lapse of restrictions vesting schedule, and the extent to which such Giga Company Equity Award (1) is vested and exercisable as of the Effective Date; close of business on the Measurement Date and (2) would vest as a result of the transactions contemplated by this Agreement (whether alone or upon the occurrence of any additional or subsequent events), and (F) with respect to Giga Company Stock Options, the date on which such Giga Company Stock Option expires. Section 3.02(b)(i) of the Company Disclosure Letter also sets forth as of the close of business on the Measurement Date a list of each outstanding grant of LTIP Performance Cash Awards and (A) the name of each recipient of such grant and (B) the amount of each such grant (payable at target levels of performance). All shares of Giga Company Common Stock subject to issuance under the Giga Company Stock Plans, upon issuance in accordance with the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, paid and non-assessable. Except as set forth on Section 3.02(b) of the Company Disclosure Letter, to the Knowledge of the Company, no current holder of any unvested Company Equity Award has made an election under Section 83(b) of the Code with respect to the shares of Company Common Stock subject to such Company Equity Award. (ii) Other than Except for the Company Equity Awards or as set forth on Schedule 3.02(b)(ii)in Section 3.02(b)(i) of the Company Disclosure Letter, there are no Contracts to which Giga is a party obligating Giga to accelerate the vesting of any Giga Equity Award as a result of the transactions contemplated by this Agreement (whether alone or upon the occurrence of any additional or subsequent events). Other than the Giga Equity Awards or otherwise set forth on Schedule 3.02(b)(ii), as of the Effective Date, there are no outstanding: outstanding (A) securities of Giga the Company or any of its Subsidiaries convertible into or exchangeable for Voting Debt or shares of capital stock of Giga; the Company, (B) options, warrants, calls, rights, securities, commitments, derivative contracts, forward sale contracts or other agreements agreements, Contracts or commitments to acquire from Giga the Company or any of its Subsidiaries, or obligations of Giga the Company or any of its Subsidiaries to issue, any Voting Debt or shares of capital stock of (or securities convertible into or exchangeable for shares of capital stock of) Giga; the Company, or obligating the Company or any Subsidiary of the Company to issue, grant or enter into any such option, warrant, call, right, security, commitment, derivative contract, forward sale contract or other agreement, Contract or commitment, or (C) restricted shares, restricted stock units, stock appreciation rights, performance shares, performance cash awards, performance units, profit participation rights, contingent value rights, “phantom” stock, stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any shares of capital stock of Gigathe Company, in each case that have been issued by Giga the Company or any of its Subsidiaries (the items in clauses (A), (B), ) and (C), together with the capital stock of Gigathe Company, being referred to collectively as “Giga Company Securities”). All outstanding shares of Giga Common Stock, all outstanding Giga Equity Awards, and all outstanding shares of capital stock, voting securities, or other ownership interests in any Subsidiary of Giga, have been issued or granted, as applicable, in compliance in all material respects with all applicable securities Laws. (iii) There are no outstanding Contracts requiring Giga the Company or any of its Subsidiaries to repurchase, redeem, redeem or otherwise acquire any Giga Company Securities or Giga Company Subsidiary Securities. Neither Giga the Company nor any of its Subsidiaries is a party to or bound by any voting agreement with respect to the voting, sale or transfer of any Giga Company Securities or Giga Company Subsidiary Securities. None of the Company or any wholly owned Subsidiary of the Company is a party to any agreement pursuant to which any Person is entitled to elect, designate or nominate any director of the Company or any of such wholly owned Subsidiaries. (iv) Since the Measurement Date through the date of this Agreement, (A) the Company has not issued or repurchased any shares of its capital stock (other than in connection with the exercise, settlement or vesting of Company Equity Awards in accordance with their respective terms) and (B) the Company has not granted, or modified the terms of, any Company Equity Awards. (v) (A) No dividends or similar distributions have accrued or been declared but are unpaid on any Company Securities and (B) except for the Company’s obligations under this Agreement, the Company is not subject to any obligation (contingent or otherwise) to pay any dividend or otherwise to make any distribution or payment to any current or former holder of any Company Security.

Stock Awards. (ia) As All outstanding options that may be exercised for shares of Company Common Stock (whether or not vested) (each, a “Stock Option” and collectively the “Stock Options”) are described in Section 3.2(a) of the Company Disclosure Schedule and are presently governed by plans referenced in Section 3.2(a) of the Company Disclosure Schedule (collectively, the “Company Stock Compensation Plans”) and the agreements pursuant to which such Stock Options were granted (each, an “Option Grant Agreement”). The Stock Options presently governed by the Company Stock Compensation Plans represent the right to purchase Company Common Stock and not the capital stock of the Company’s Bank or any other Subsidiary of the Company. True and complete copies of the Company Stock Compensation Plans and each Option Grant Agreement relating to outstanding Stock Options have been delivered to Parent’s counsel (with a designation that such copies have been delivered pursuant to Section 1.6(a) of the then current draft of this Agreement). Prior to the Closing, the Company’s Board of Directors shall take all actions necessary such that all Stock Options that are outstanding immediately prior to the Effective Time (“Old Stock Options”) shall either be forfeited or, if the holders thereof execute and deliver prior to the Effective Time an option cancellation agreement in form and substance reasonably satisfactory to Parent, cancelled in exchange for a payment to be made by Parent to any such holder promptly after the later of the Effective DateTime and Parent’s receipt of such holder’s option cancellation agreement and cancelled Old Stock Option, such payment to be in an amount equal to the Option Cancellation Amount. For purposes of this Agreement, the term “Option Cancellation Amount” shall mean, for an Old Stock Option covering a specified number of shares of Company Common Stock outstanding immediately prior to the Effective Time, an aggregate of 82,217shares of Giga Common Stock were reserved for issuance pursuant amount equal to Giga Equity Awards not yet granted under the Giga Stock Plans. As of the Effective Date, 397,850 shares of Giga Common Stock were reserved for issuance pursuant to outstanding Giga Stock Options and 35,020 shares of Giga Restricted Shares were issued and outstanding. Schedule 3.02(b)(i) sets forth as of the Effective Date a list of each outstanding Giga Equity Award granted under the Giga Stock Plans and: (A) the name of the holder of such Giga Equity Award; (B) the number of shares of Giga Company Common Stock subject covered by such Old Stock Option immediately prior to the Effective Time multiplied by the amount, if any, by which the average (rounded to four decimals) of the daily closing sales prices of Parent Common Stock as reported on the NASDAQ Global Select Market (as reported in an authoritative source chosen by Parent) for the 20 consecutive full trading days in which such outstanding Giga Equity Award; (C) if applicableshares are quoted on the NASDAQ Global Select Market ending at the close of trading on the date immediately preceding the Effective Time, exceeds the exercise price, purchase price, or similar pricing price of such Giga Equity Award; (D) the date on which such Giga Equity Award was granted or issued; (E) the applicable vesting, repurchase, or other lapse of restrictions schedule, and the extent to which such Giga Equity Award is vested and exercisable as of the Effective Date; and (F) with respect to Giga Old Stock Options, the date on which such Giga Stock Option expires. All shares of Giga Common Stock subject to issuance under the Giga Stock Plans, upon issuance in accordance with the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, and non-assessableOption. (ii) Other than as set forth on Schedule 3.02(b)(ii), there are no Contracts to which Giga is a party obligating Giga to accelerate the vesting of any Giga Equity Award as a result of the transactions contemplated by this Agreement (whether alone or upon the occurrence of any additional or subsequent events). Other than the Giga Equity Awards or otherwise set forth on Schedule 3.02(b)(ii), as of the Effective Date, there are no outstanding: (A) securities of Giga or any of its Subsidiaries convertible into or exchangeable for Voting Debt or shares of capital stock of Giga; (B) options, warrants, or other agreements or commitments to acquire from Giga or any of its Subsidiaries, or obligations of Giga or any of its Subsidiaries to issue, any Voting Debt or shares of capital stock of (or securities convertible into or exchangeable for shares of capital stock of) Giga; or (C) restricted shares, restricted stock units, stock appreciation rights, performance shares, profit participation rights, contingent value rights, “phantom” stock, or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any shares of capital stock of Giga, in each case that have been issued by Giga or its Subsidiaries (the items in clauses (A), (B), and (C), together with the capital stock of Giga, being referred to collectively as “Giga Securities”). All outstanding shares of Giga Common Stock, all outstanding Giga Equity Awards, and all outstanding shares of capital stock, voting securities, or other ownership interests in any Subsidiary of Giga, have been issued or granted, as applicable, in compliance in all material respects with all applicable securities Laws. (iii) There are no outstanding Contracts requiring Giga or any of its Subsidiaries to repurchase, redeem, or otherwise acquire any Giga Securities or Giga Subsidiary Securities. Neither Giga nor any of its Subsidiaries is a party to any voting agreement with respect to any Giga Securities or Giga Subsidiary Securities.

Stock Awards. (i) As of the Effective Datedate of this Agreement, an aggregate of 82,217shares 4,210,163 shares of Giga Company Common Stock were reserved for issuance pursuant to Giga Company Equity Awards not yet granted under the Giga Company Stock Plans. As of the Effective Datedate of this Agreement, 397,850 3,671,416 shares of Giga Company Common Stock were reserved for issuance pursuant to outstanding Giga Company Stock Options and 35,020 538,747 shares of Giga Company Restricted Shares were issued and outstanding. Schedule Section 3.02(b)(i) of the Company Disclosure Letter sets forth as of the Effective Date date of this Agreement a list of each outstanding Giga Company Equity Award granted under the Giga Company Stock Plans and: (A) the name of the holder of such Giga Company Equity Award; (B) the number of shares of Giga Company Common Stock subject to such outstanding Giga Company Equity Award; (C) if applicable, the exercise price, purchase price, or similar pricing of such Giga Company Equity Award; (D) the date on which such Giga Company Equity Award was granted or issued; (E) the applicable vesting, repurchase, or other lapse of restrictions schedule, and the extent to which such Giga Company Equity Award is vested and exercisable as of the Effective Datedate hereof; and (F) with respect to Giga Company Stock Options, the date on which such Giga Company Stock Option expires. All shares of Giga Company Common Stock subject to issuance under the Giga Company Stock Plans, upon issuance in accordance with the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, and non-assessable. (ii) Other than Except for the Company Stock Plans and as set forth on Schedule in Section 3.02(b)(ii)) of the Company Disclosure Letter, there are no Contracts to which Giga the Company is a party obligating Giga the Company to accelerate the vesting of any Giga Company Equity Award as a result of the transactions contemplated by this Agreement (whether alone or upon the occurrence of any additional or subsequent events). Other than the Giga Company Equity Awards or otherwise set forth on Schedule 3.02(b)(ii)and the Warrants, as of the Effective Datedate hereof, there are no outstanding: (A) securities of Giga the Company or any of its Subsidiaries convertible into or exchangeable for Voting Debt or shares of capital stock of Gigathe Company; (B) options, warrants, or other agreements or commitments to acquire from Giga the Company or any of its Subsidiaries, or obligations of Giga the Company or any of its Subsidiaries to issue, any Voting Debt or shares of capital stock of (or securities convertible into or exchangeable for shares of capital stock of) Gigathe Company; or (C) restricted shares, restricted stock units, stock appreciation rights, performance shares, profit participation rights, contingent value rights, “phantom” stock, or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any shares of capital stock of Gigathe Company, in each case that have been issued by Giga the Company or its Subsidiaries (the items in clauses (A), (B), and (C), together with the capital stock of Gigathe Company, being referred to collectively as “Giga Company Securities”). All outstanding shares of Giga Company Common Stock, all outstanding Giga Company Equity Awards, all outstanding Warrants, and all outstanding shares of capital stock, voting securities, or other ownership interests in any Subsidiary of Gigathe Company, have been issued or granted, as applicable, in compliance in all material respects with all applicable securities Laws. (iii) There Except as set forth in the Warrants, there are no outstanding Contracts requiring Giga the Company or any of its Subsidiaries to repurchase, redeem, or otherwise acquire any Giga Company Securities or Giga Company Subsidiary Securities. Neither Giga the Company nor any of its Subsidiaries is a party to any voting agreement with respect to any Giga Company Securities or Giga Company Subsidiary Securities.

Stock Awards. (i) As of the Effective Datedate of this Agreement, an aggregate of 82,217shares 2,680,133 shares of Giga Company Common Stock were reserved for issuance pursuant to Giga Company Equity Awards not yet granted under the Giga Company Stock Plans. As of the Effective Datedate of this Agreement, 397,850 95,238 shares of Giga Company Common Stock were reserved for issuance pursuant to outstanding Giga Company Stock Options and 35,020 145,314 shares of Giga Restricted Shares Company Common Stock were issued and outstandingreserved for issuance pursuant to outstanding Company RSUs. Schedule 3.02(b)(iSection 4.02(b)(i) of the Company Disclosure Letter sets forth as of the Effective Date date of this Agreement a list of each outstanding Giga Company Equity Award granted under the Giga Company Stock Plans andPlans: and (A) the name of the holder of such Giga Company Equity Award; (B) the number of shares of Giga Company Common Stock subject to such outstanding Giga Company Equity Award; (C) if applicable, the exercise price, purchase price, or similar pricing of such Giga Company Equity Award; (D) the date on which such Giga Company Equity Award was granted or issued; (E) the applicable vesting, repurchase, or other lapse of restrictions schedule, and the extent to which such Giga Company Equity Award is vested and exercisable as of the Effective Datedate hereof; and (F) with respect to Giga Company Stock Options, the date on which such Giga Company Stock Option expires. All shares of Giga Company Common Stock subject to issuance under the Giga Company Stock Plans, upon issuance in accordance with the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, and non-assessable. All Company Stock Options were granted with an exercise price at least equal to the fair market value of a share of Company Common Stock on the date of grant. (ii) Other than Except for the Company Stock Plans and as set forth on Schedule 3.02(b)(ii)in Section 4.02(b)(ii) of the Company Disclosure Letter, there are no Contracts to which Giga is a party obligating Giga the Company to accelerate the vesting of any Giga Company Equity Award as a result of the transactions contemplated by this Agreement (whether alone or upon the occurrence of any additional or subsequent events), including the Offer and the Merger. Other than the Giga Company Equity Awards or otherwise set forth on Schedule 3.02(b)(ii)Awards, as of the Effective Datedate hereof, there are no outstanding: (A) securities of Giga the Company or any of its Subsidiaries convertible into or exchangeable for Voting Debt or shares of capital stock of Gigathe Company; (B) options, warrants, or other agreements or commitments to acquire from Giga the Company or any of its Subsidiaries, or obligations of Giga the Company or any of its Subsidiaries to issue, any Voting Debt or shares of capital stock of (or securities convertible into or exchangeable for shares of capital stock of) Gigathe Company; or (C) restricted shares, restricted stock units, stock appreciation rights, performance shares, profit participation rights, contingent value rights, “phantom” stock, or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any shares of capital stock of Gigathe Company, in each case that have been issued by Giga the Company or its Subsidiaries (the items in clauses (A), (B), and (C), together with the capital stock of Gigathe Company, being referred to collectively as “Giga Company Securities”). All outstanding shares of Giga Company Common Stock, all outstanding Giga Company Equity Awards, and all outstanding shares of capital stock, voting securities, or other ownership interests in any Subsidiary of Gigathe Company, have been issued or granted, as applicable, in compliance in all material respects with all applicable securities Laws. (iii) There are no outstanding Contracts requiring Giga the Company or any of its Subsidiaries to repurchase, redeem, or otherwise acquire any Giga Company Securities or Giga Company Subsidiary Securities. Neither Giga the Company nor any of its Subsidiaries is a party to any voting agreement with respect to any Giga Company Securities or Giga Company Subsidiary Securities.

Stock Awards. (i) As of the Effective Datedate of this Agreement, an aggregate of 82,217shares 1,631,123 shares of Giga Company Common Stock were reserved for issuance pursuant to Giga Company Equity Awards not yet granted under the Giga Company Stock Plans. As of the Effective Datedate of this Agreement, 397,850 85,410 shares of Giga Company Common Stock were reserved for issuance pursuant to outstanding Giga Company Stock Options and 35,020 shares Options, all of Giga which have an exercise price higher than the Merger Consideration, 441,221 Company Restricted Shares were issued and outstanding (and included in shares issued and outstanding), 178,996 Company RSUs were issued and outstanding, 52,910 Company PSUs were issued and outstanding, and 68,555 Company DSUs were issued and outstanding. Schedule Section 3.02(b)(i) of the Company Disclosure Letter sets forth as of the Effective Date date of this Agreement a list of each outstanding Giga Company Equity Award granted under the Giga Company Stock Plans and the Directors Deferred Compensation Plan and: (A) the name of the holder of such Giga Company Equity Award; (B) the number of shares of Giga Company Common Stock subject to such outstanding Giga Company Equity Award; (C) if applicable, the exercise price, purchase price, or similar pricing of such Giga Company Equity Award; (D) the date on which such Giga Company Equity Award was granted or issued; (E) the applicable vesting, repurchase, or other lapse of restrictions schedule, and the extent to which such Giga Company Equity Award is vested and exercisable as of the Effective Datedate hereof; and (F) with respect to Giga Company Stock Options, the date on which such Giga Company Stock Option expires. All shares of Giga Company Common Stock subject to issuance under the Giga Company Stock PlansPlans or the Directors Deferred Compensation Plan, upon issuance in accordance with the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, and non-assessable. (ii) Other than Except as set forth on Schedule in Section 3.02(b)(ii)) of the Company Disclosure Letter, there are no Contracts to which Giga the Company is a party obligating Giga the Company to accelerate the vesting of any Giga Company Equity Award as a result of the transactions contemplated by this Agreement (whether alone or upon the occurrence of any additional or subsequent events). Other than the Giga Company Equity Awards or otherwise set forth on Schedule 3.02(b)(ii)Awards, as of the Effective Datedate hereof, there are no outstanding: (A) securities of Giga the Company or any of its Subsidiaries convertible into or exchangeable for Voting Debt or shares of capital stock of Gigathe Company; (B) options, warrants, or other agreements or commitments to acquire from Giga the Company or any of its Subsidiaries, or obligations of Giga the Company or any of its Subsidiaries to issue, any Voting Debt or shares of capital stock of (or securities convertible into or exchangeable for shares of capital stock of) Gigathe Company; or (C) restricted shares, restricted stock units, stock appreciation rights, performance shares, profit participation rights, contingent value rights, “phantom” stock, or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any shares of capital stock of Gigathe Company, in each case that have been issued by Giga the Company or its Subsidiaries (the items in clauses (A), (B), and (C), together with the capital stock of Gigathe Company, being referred to collectively as “Giga Company Securities”). All outstanding shares of Giga Company Common Stock, all outstanding Giga Company Equity Awards, and all outstanding shares of capital stock, voting securities, or other ownership interests in any Subsidiary of Gigathe Company, have been issued or granted, as applicable, in compliance in all material respects with all applicable securities Laws. (iii) There are no outstanding Contracts requiring Giga the Company or any of its Subsidiaries to repurchase, redeem, or otherwise acquire any Giga Company Securities or Giga Company Subsidiary Securities. Neither Giga the Company nor any of its Subsidiaries is a party to any voting agreement with respect to any Giga Company Securities or Giga Company Subsidiary Securities.

Stock Awards. (i) As of the Effective Datedate of this Agreement, an aggregate of 82,217shares of Giga Common Stock 15,949.68251358880 Company Shares were reserved for issuance pursuant to Giga Company Equity Awards not yet granted under the Giga Company Stock Plans, and 7,974.8412567944 Company Shares were reserved for issuance in excess of those authorized by the Company Option Plans for Company Equity Awards not yet granted. As of the Effective Datedate of this Agreement, 397,850 shares of Giga Common Stock 1,382,837.47392815 Company Shares were reserved for issuance pursuant to outstanding Giga Company Stock Options and 35,020 nil shares of Giga Company Restricted Shares were issued and outstanding. Schedule 3.02(b)(iSection 4.2(b)(i) of the Company Disclosure Letter sets forth as of the Effective Date date of this Agreement a list of each outstanding Giga Company Equity Award granted under the Giga Company Stock Plans and: : (A) the name of the holder of such Giga Company Equity Award; ; (B) the number of shares of Giga Common Stock Company Shares subject to such outstanding Giga Company Equity Award; ; (C) if applicable, the exercise price, purchase price, or similar pricing of such Giga Company Equity Award; ; (D) the date on which such Giga Company Equity Award was granted or issued; ; (E) the applicable vesting, repurchase, or other lapse of restrictions schedule, and the extent to which such Giga Company Equity Award is vested and exercisable as of the Effective Datedate hereof; and and (F) with respect to Giga Company Stock Options, the date on which such Giga Company Stock Option expires. All shares of Giga Common Stock Company Shares subject to issuance under the Giga Company Stock Plans, upon issuance in accordance with the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, and non-assessable. (ii) Other than Except for the Company Stock Plans and as set forth on Schedule 3.02(b)(ii)in Section 4.2(b)(ii) of the Company Disclosure Letter, there are no Contracts to which Giga the Company is a party obligating Giga the Company to accelerate the vesting of any Giga Company Equity Award as a result of the transactions contemplated by this Agreement Transaction (whether alone or upon the occurrence of any additional or subsequent events). Other than the Giga Company Equity Awards or otherwise set forth on Schedule 3.02(b)(ii)Awards, as of the Effective Datedate hereof, there are no outstanding: : (A) securities of Giga the Company or any of its Subsidiaries convertible into or exchangeable for Voting Debt or shares of capital stock of Giga; Company Shares; (B) options, warrants, or other agreements or commitments to acquire from Giga the Company or any of its Subsidiaries, or obligations of Giga the Company or any of its Subsidiaries to issue, any Voting Debt or shares of capital stock of Company Shares (or securities convertible into or exchangeable for shares of capital stock of) GigaCompany Shares); or or (C) restricted shares, restricted stock units, stock appreciation rights, performance shares, profit participation rights, contingent value rights, “phantom” stock, or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any shares of capital stock of GigaCompany Shares, in each case that have been issued by Giga the Company or its Subsidiaries (the items in clauses (A), (B), ) and (C), together with the capital stock of GigaCompany Shares, being referred to collectively as “Giga Company Securities”). All outstanding shares of Giga Common StockCompany Shares, all outstanding Giga Company Equity Awards, and all outstanding shares of capital stock, voting securities, or other ownership interests in any Subsidiary of Gigathe Company, have been issued or granted, as applicable, in compliance in all material respects with all applicable securities LawsLaw. (iii) There are no outstanding Contracts requiring Giga the Company or any of its Subsidiaries to repurchase, redeem, or otherwise acquire any Giga Company Securities or Giga Company Subsidiary Securities. Neither Giga the Company nor any of its Subsidiaries is a party to any voting agreement with respect to any Giga Company Securities or Giga Company Subsidiary Securities.