GIGCAPITAL3, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENTWarrant Agreement • May 18th, 2020 • GigCapital3, Inc. • Blank checks • New York
GIGCAPITAL3, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • May 13th, 2020 • GigCapital3, Inc. • Blank checks • New York
GigCapital3, Inc., a Delaware corporation (the “Company”), hereby confirms its agreement with Nomura Securities International, Inc. (“Nomura”) and Oppenheimer & Co. Inc. (together with Nomura, the “Representatives”), as representatives of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
INDEMNITY AGREEMENTIndemnity Agreement • May 12th, 2021 • Lightning eMotors, Inc. • Motor vehicles & passenger car bodies • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], by and between Lightning eMotors, Inc., a Delaware corporation (the “Company”), and [•] (“Indemnitee”).
LIGHTNING EMOTORS, INC. AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of May 6, 2021 7.50% Convertible Senior Notes due 2024Indenture • May 12th, 2021 • Lightning eMotors, Inc. • Motor vehicles & passenger car bodies • New York
INDENTURE dated as of May 6, 2021 between Lightning eMotors, Inc., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
PURCHASE AGREEMENTPurchase Agreement • August 30th, 2022 • Lightning eMotors, Inc. • Motor vehicles & passenger car bodies • Illinois
PURCHASE AGREEMENT (the “Agreement”), dated as of August 30, 2022, by and between LIGHTNING eMOTORS, INC., a Delaware corporation (the “Company”), LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).
SUBSCRIPTION AGREEMENTSubscription Agreement • December 11th, 2020 • GigCapital3, Inc. • Blank checks • New York
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on December 10, 2020, by and between GigCapital3, Inc., a Delaware corporation (the “Company”), and BP Technology Ventures, Inc. (“Subscriber”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 13th, 2020 • GigCapital3, Inc. • Blank checks • New York
This Agreement is made as of [ ], 2020 by and between GigCapital3, Inc. (the “Company”), having its principal office located at 1731 Embarcadero Rd., Suite 200, Palo Alto, CA 94303 and Continental Stock Transfer & Trust Company (the “Trustee”) located at 1 State Street, 30th Floor, New York, New York 10004.
GigCapital3, Inc. Palo Alto, CA 94303Subscription Agreement • April 22nd, 2020 • GigCapital3, Inc. • Blank checks • New York
We are pleased to accept the offer GigAcquisitions3, LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to purchase 5,735,000 shares (“Founder Shares”) of the common stock, $.0001 par value per share (“Common Stock”), of GigCapital3, Inc., a Delaware corporation (the “Company”), up to 750,000 Founder Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of the Company pursuant to the registration statement on Form S-1 (the “Registration Statement”) do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Founder Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Founder Shares, are as follows:
Lightning eMotors, Inc. and Wilmington Trust, National Association, as Trustee INDENTURE Dated as of [ ], 20[ ]Indenture • August 10th, 2022 • Lightning eMotors, Inc. • Motor vehicles & passenger car bodies • New York
THIS INDENTURE, dated as of [ ], 2022 between Lightning eMotors, Inc. (the “Issuer”) and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”),
GIGCAPITAL3, INC. STOCK OPTION AGREEMENT (U.S. Participants)Stock Option Agreement • May 12th, 2021 • Lightning eMotors, Inc. • Motor vehicles & passenger car bodies • Delaware
GigCapital3, Inc., a Delaware corporation (the “Company”), has granted to the Participant named in the Notice of Grant of Stock Option (the “Grant Notice”) to which this Stock Option Agreement (the “Option Agreement”) is attached an option (the “Option”) to purchase a number of shares of Stock upon the terms and conditions set forth in the Grant Notice and this Option Agreement. The Option has been granted pursuant to and shall in all respects be subject to the terms and conditions of the GigCapital3, Inc. 2021 Equity Incentive Plan (the “Plan”), as amended, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of, and represents that the Participant has read and is familiar with, the Grant Notice, this Option Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of shares issuable pursuant to the Option (the “Plan Prospectu
GIGCAPITAL3, INC. RESTRICTED STOCK UNITS AGREEMENT (U.S. Participants)Restricted Stock Units Agreement • May 12th, 2021 • Lightning eMotors, Inc. • Motor vehicles & passenger car bodies • Delaware
GigCapital3, Inc., a Delaware corporation (the “Company”), has granted to the Participant named in the Notice of Grant of Restricted Stock Units (the “Grant Notice”) to which this Restricted Stock Units Agreement (the “Agreement”) is attached an Award consisting of Restricted Stock Units (each a “Unit”) subject to the terms and conditions set forth in the Grant Notice and this Agreement. The Award has been granted pursuant to and shall in all respects be subject to the terms and conditions of the GigCapital3, Inc. 2021 Equity Incentive Plan (the “Plan”), as amended, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of and represents that the Participant has read and is familiar with the Grant Notice, this Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of the shares issuable pursuant to the Award (the “Plan Prospec
UNIT PURCHASE AGREEMENTUnit Purchase Agreement • May 18th, 2020 • GigCapital3, Inc. • Blank checks • New York
This UNIT PURCHASE AGREEMENT (this “Agreement”) is made as of the 13th day of May 2020, by and among GigCapital3, Inc., a Delaware corporation (the “Company”), and GigAcquisitions3, LLC (“Subscriber”).
GIGCAPITAL3, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • May 18th, 2020 • GigCapital3, Inc. • Blank checks • New York
GigCapital3, Inc., a Delaware corporation (the “Company”), hereby confirms its agreement with Nomura Securities International, Inc. (“Nomura”) and Oppenheimer & Co. Inc. (together with Nomura, the “Representatives”), as representatives of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
GIGCAPTIAL 3, INC. STRATEGIC SERVICES AGREEMENTStrategic Services Agreement • February 25th, 2020 • GigCapital3, Inc. • California
This, the “Strategic Services Agreement”, is made on this 14th day of February, 2020 (the “Effective Date”), by and between GigCapital3, Inc. whose current address is 1731 Embarcadero Road, Suite 200, Palo Alto, CA 94303 (the “Company”), and Walter Bradford Weightman, hereinafter referred to as the “Strategic Consultant”, which expression shall unless it be repugnant to the context or meaning thereof, deemed to mean and include his heirs, legal representatives, liquidators, executors, successors and assigns. The Company and Strategic Consultant are hereinafter referred to singly as a “Party” and together as the “Parties”.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 30th, 2022 • Lightning eMotors, Inc. • Motor vehicles & passenger car bodies • Illinois
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 30, 2022, by and between LIGHTNING EMOTORS, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Investor”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 18th, 2020 • GigCapital3, Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 13th day of May, 2020, by and among GigCapital3, Inc., a Delaware corporation (the “Company”), and the undersigned parties listed under Holders on the signature page hereto (each such party, and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2, a “Holder” and collectively, the “Holders”).
May 13, 2020Underwriting Agreement • May 18th, 2020 • GigCapital3, Inc. • Blank checks • New York
This letter agreement (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between GigCapital3, Inc., a Delaware corporation (the “Company”), and Nomura Securities International, Inc. and Oppenheimer & Co. Inc., as representatives (the “Representatives”) of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of 20,000,000 units (the “Initial Units”) of the Company, and up to an additional 3,000,000 units (together with the Initial Units, the “Units”) in the event that the Underwriters’ 45-day over-allotment option is exercised in full or in part, each Unit consisting of one share of the Company’s common stock, par value $0.0001 per share (“Common Stock” and such shares included in the Units, the “Offering Shares”), and three-fourths of one redeemable warrant to purchase one share of Common Stock at a price of $11.50 per
LIGHTNING EMOTORS, INC. EXCHANGE AGREEMENT Dated as of March 10, 2023Exchange Agreement • March 13th, 2023 • Lightning eMotors, Inc. • Motor vehicles & passenger car bodies • New York
The undersigned investor (the “Investor”), for itself and, if applicable, on behalf of the beneficial owners listed on Exhibit A hereto (“Accounts”) for whom the Investor holds contractual and investment authority (each, including the Investor if it is a party exchanging Notes (as defined below), an “Exchanging Investor”), hereby agrees to exchange, with Lightning eMotors, Inc., a Delaware corporation (the “Company”), certain 7.50% Convertible Senior Notes due 2024, CUSIP 53228R AA3 (the “Notes”) for shares (“Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), pursuant to this exchange agreement (this “Agreement”). The Investor understands that the exchange (the “Exchange”) is being made without registration of the offer or sale of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), or any securities laws of any state of the United States or of any other jurisdiction in a private placement pursuant to the exemption from
May 13, 2020Underwriting Agreement • May 18th, 2020 • GigCapital3, Inc. • Blank checks • New York
This letter agreement (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between GigCapital3, Inc., a Delaware corporation (the “Company”), and Nomura Securities International, Inc. and Oppenheimer & Co. Inc., as representatives (the “Representatives”) of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of 20,000,000 units (the “Initial Units”) of the Company, and up to an additional 3,000,000 units (together with the Initial Units, the “Units”) in the event that the Underwriters’ 45-day over-allotment option (“Over-Allotment Option”) is exercised in full or in part, each Unit consisting of one share of the Company’s common stock, par value $0.0001 per share (“Common Stock” and such shares included in the Units, the “Offering Shares”), and three-fourths of one redeemable warrant to purchase one share of Common Stoc
PRE-PAID ADVANCE AGREEMENTPre-Paid Advance Agreement • May 17th, 2023 • Lightning eMotors, Inc. • Motor vehicles & passenger car bodies • New York
THIS PRE-PAID ADVANCE AGREEMENT (this “Agreement”) dated as of May 16, 2023 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and LIGHTNING EMOTORS, INC., a company incorporated under the laws of the State of Delaware (the “Company”).
REGISTRATION RIGHTS AND LOCK-UP AGREEMENTRegistration Rights and Lock-Up Agreement • May 12th, 2021 • Lightning eMotors, Inc. • Motor vehicles & passenger car bodies • New York
This Registration Rights and Lock-Up Agreement (this “Agreement”) is made and entered into as of May 6, 2021 by and among Lightning eMotors, Inc., a Delaware corporation f/k/a GigCapital3, Inc. (the “Company”) and the parties listed on Schedule A hereto (each, a “Holder” and collectively, the “Holders”). Any capitalized term used but not defined herein will have the meaning ascribed to such term in the Business Combination Agreement (as defined below).
GIGCAPITAL3, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY AMENDED AND RESTATED WARRANT AGREEMENTWarrant Agreement • May 12th, 2021 • Lightning eMotors, Inc. • Motor vehicles & passenger car bodies • New York
THIS AMENDED AND RESTATED WARRANT AGREEMENT (this “Agreement”), dated as of May 6, 2021, is by and between GigCapital3, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 18th, 2020 • GigCapital3, Inc. • Blank checks • New York
LIGHTNING EMOTORS, INC. EMPLOYMENT AGREEMENTEmployment Agreement • March 13th, 2023 • Lightning eMotors, Inc. • Motor vehicles & passenger car bodies • Colorado
This Employment Agreement (the “Agreement”) is made and entered into by and between Lightning eMotors, Inc., a Delaware corporation (the “Company”) and Kash Sethi (“Executive” and, together with the Company, the “Parties”). This Agreement will become effective as of October 1, 2022 (the “Effective Date”).
OFFICE LEASEOffice Lease • May 12th, 2021 • Lightning eMotors, Inc. • Motor vehicles & passenger car bodies
Tenant shall be responsible for delivering the Monthly Rental Installments to the payment address set forth in Section 1.01(1) above in accordance with this Section 3.01. Upon Mutual consent, Landlord agrees to accept electronic payments (via ACH) of Monthly Rental Installments by Tenant. Bank and routing information for electronic payment is:
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • December 11th, 2020 • GigCapital3, Inc. • Blank checks • New York
This SPONSOR SUPPORT AGREEMENT (this “Agreement”), dated as of December 10, 2020, is entered into by and among GigAcquisitions3, LLC, a Delaware limited liability company (the “Sponsor”), GigCapital3, Inc., a Delaware corporation (“GigCapital3”), and Lightning Systems, Inc., a Delaware Corporation (the “Company”).
December 31, 2021 To: William Kelley Re:Employment Transition and Separation Dear Bill:Employment Transition and Separation Agreement • March 30th, 2022 • Lightning eMotors, Inc. • Motor vehicles & passenger car bodies
This letter agreement (this “Letter Agreement”) confirms the termination of your employment with Lightning eMotors, Inc. (the “Company”), to take effect on January 3, 2021 (the “Separation Date”).
STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • December 11th, 2020 • GigCapital3, Inc. • Blank checks • Delaware
STOCKHOLDER SUPPORT AGREEMENT, dated as of December 10, 2020 (this “Agreement”), by and among GigCapital3, Inc., a Delaware corporation (“GigCapital3”), and certain of the stockholders of Lightning Systems, Inc., a Delaware corporation (the “Company”), whose names appear on the signature pages of this Agreement (each, a “Stockholder” and, collectively, the “Stockholders”).
FORBEARANCE AGREEMENTForbearance Agreement • November 20th, 2023 • Lightning eMotors, Inc. • Motor vehicles & passenger car bodies • Colorado
THIS FORBEARANCE AGREEMENT (this “Agreement”) is entered into as of November 15, 2023, by and among LIGHTNING SYSTEMS, INC. (F/K/A LIGHTNING HYBRIDS, LLC), a Delaware corporation (“Borrower”) and CUPOLA INFRASTRUCTURE INCOME FUND, L.L.L.P, a Colorado limited liability limited partnership, as Lender (“Lender”).
GigCapital3, Inc.Administrative Services Agreement • February 25th, 2020 • GigCapital3, Inc. • New York
This letter will confirm our agreement that, commencing on the date the securities of GigCapital3, Inc. (the “Company”) are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), GigFounders, LLC (“GigFounders”) shall make available to the Company, at 1731 Embarcadero Road, Suite 200, Palo Alto, CA 94303 (or any successor location), certain office space, utilities, and general office, receptionist and secretarial support and other administrative services as may be reasonably required by the Company. In exchange therefor, the Company shall pay GigFounders the sum of $20,000 per
Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. DEVELOPMENT AND SUPPLY AGREEMENTDevelopment and Supply Agreement • August 31st, 2021 • Lightning eMotors, Inc. • Motor vehicles & passenger car bodies • Delaware
THIS DEVELOPMENT AND SUPPLY AGREEMENT (this “Agreement”) is made and entered into as of the Effective Date, by and between COLLINS BUS CORPORATION, a Kansas corporation, having its principal place of business at 415 West 6th Street, South Hutchinson, Kansas 67505 (“COLLINS”), and LIGHTNING eMotors, Inc., a Delaware corporation, having its principal place of business at 815 14th Street SW, Suite A100, Loveland, Colorado 80537 (“LEM”). The terms “Parties” and “Party” as used in this Agreement shall refer to COLLINS and LEM collectively and individually, as applicable.
Lincoln Park Capital Fund, LLCPurchase Agreement • May 17th, 2023 • Lightning eMotors, Inc. • Motor vehicles & passenger car bodies
Reference is made to the Purchase Agreement (the “Lincoln Park Equity Line”), dated effective as of August 30, 2022, by and between Lightning eMotors, Inc., a Delaware corporation (the “Company”), and Lincoln Park Capital Fund, LLC, an Illinois limited liability company (“LPCF”). Capitalized terms used herein and not otherwise defined herein shall have the meaning assigned to them in the Lincoln Park Equity Line.
AMENDED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 12th, 2021 • Lightning eMotors, Inc. • Motor vehicles & passenger car bodies • Colorado
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) dated as of February 24, 2021, is between LIGHTNING SYSTEMS. INC., dba Lightning eMotors (the “Company”) and Teresa Covington (the “Executive” and together with the Company, the “Parties”).
CONFIDENTIAL SETTLEMENT AGREEMENT AND MUTUAL RELEASE This Confidential Settlement Agreement and Mutual Release (the “Settlement Agreement” or “Agreement”) is entered into on July 21, 2023 (“Effective Date”), by and between eMatrix Energy Systems, Inc....Settlement Agreement • August 14th, 2023 • Lightning eMotors, Inc. • Motor vehicles & passenger car bodies
PERFORMANCE CASH PLAN AGREEMENTPerformance Cash Plan Agreement • June 2nd, 2023 • Lightning eMotors, Inc. • Motor vehicles & passenger car bodies • Delaware
This Performance Cash Plan Agreement (the “Agreement”) is entered into by [_________] (“you” or “Employee”) for the benefit of Lightning eMotors, Inc., Inc, a Delaware corporation, (“Lightning eMotors” or “Company”), and shall be deemed effective on June 1, 2023 (the “Effective Date”). The purpose of this Agreement is to offer a meaningful cash incentive opportunity (the “Award” or “Cash Award”) to the Company’s senior key leaders who will drive successful accretive value for Lightning eMotors’ shareholders during a specified performance period. The terms of this Agreement are as follows:
