GIGCAPITAL, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENTWarrant Agreement • November 15th, 2017 • GigCapital, Inc. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of December [•], 2017, is by and between GigCapital, 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”).
INDEMNITY AGREEMENTIndemnity Agreement • November 15th, 2017 • GigCapital, Inc. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of December [•], 2017, by and between GigCapital, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 15th, 2017 • GigCapital, Inc. • Blank checks • New York
This Agreement is made as of December , 2017 by and between GigCapital, Inc. (the “Company”), having its principal office located at 4 Palo Alto Square, Suite 232, 3000 El Camino Real, Palo Alto, CA 94306 and Continental Stock Transfer & Trust Company (the “Trustee”) located at 1 State Street, 30th Floor, New York, New York 10004.
UNIT PURCHASE AGREEMENTUnit Purchase Agreement • November 15th, 2017 • GigCapital, Inc. • Blank checks • New York
THIS UNIT PURCHASE AGREEMENT, dated as of December [•] 2017 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between GigCapital, Inc., a Delaware corporation (the “Company”), and GigAcquisitions, LLC, a Delaware limited liability company (the “Purchaser”).
15,000,000 Units GIGCAPITAL, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • November 15th, 2017 • GigCapital, Inc. • Blank checks • New York
GIGCAPITAL, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY RIGHT AGREEMENTRight Agreement • November 15th, 2017 • GigCapital, Inc. • Blank checks • New York
THIS RIGHT AGREEMENT (this “Agreement”) is made as of December [•], 2017 is by and between GigCapital, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Rights Agent”).
STRATEGIC SERVICES AGREEMENTStrategic Services Agreement • November 15th, 2017 • GigCapital, Inc. • Blank checks • California
This, the “Strategic Services Agreement”, is made on this 10th day of October, 2017 (the “Effective Date”), by and between GigCapital, Inc. whose current address is 4 Palo Alto Square, Suite 232, 3000 El Camino Real, Palo Alto, CA 94306 (the “Company”), and Barrett Daniels, 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 • November 15th, 2017 • GigCapital, Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [ ] day of [ ], 2017, by and among GigCapital, 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”).
GigCapital, Inc. Palo Alto, CA 94306Subscription Agreement for Founder Shares • November 15th, 2017 • GigCapital, Inc. • Blank checks • New York
We are pleased to accept the offer Cowen Investments LLC, a Delaware limited liability company (the “Subscriber” or “you”) has made to purchase 569,000 shares (“Founder Shares”) of the common stock, $.0001 par value per share (“Common Stock”), of GigCapital, Inc., a Delaware corporation (the “Company”), up to 75,000 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:
December [•], 2017Underwriting Agreement • November 15th, 2017 • GigCapital, 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 GigCapital, Inc., a Delaware corporation (the “Company”), and Cowen and Company, LLC, as representative (the “Representative”) of the several Underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each 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, “Offering Shares”), one right to receive one-tenth (1/10) of one share of Common Stock (the “Right”) and one-half ( 1⁄2) of a warrant to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment (the warrants included in the Units sold, the “Offering Warrants”). Capitalized terms used herein but not defined in context are defined in paragraph 15 hereof
GigCapital, Inc.Administrative Services Agreement • November 15th, 2017 • GigCapital, Inc. • Blank checks • New York
This letter will confirm our agreement that, commencing on the date the securities of GigCapital, 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”), GigAcquisitions, LLC (“GigAcquisitions”) shall make available to the Company, at 3000 El Camino Real, Building 4, Suite 232, Palo Alto, CA 94306 (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 GigAcquisitions,
December [•], 2017 GigCapital, Inc.Underwriting Agreement • November 15th, 2017 • GigCapital, 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 GigCapital, Inc., a Delaware corporation (the “Company”), and Cowen and Company, LLC, as representative (the “Representative”) of the several Underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each 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, “Offering Shares”), one right to receive one-tenth (1/10) of one share of Common Stock (the “Right”) and one-half ( 1⁄2) of a warrant to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment (the warrants included in the Units sold, the “Offering Warrants”). Capitalized terms used herein but not defined in context are defined in paragraph 12 hereof
OMNIBUS FIRST AMENDMENT TO FOUNDER SHARE SUBSCRIPTION AGREEMENTSFounder Share Subscription Agreements • November 15th, 2017 • GigCapital, Inc. • Blank checks • New York
THIS FIRST AMENDMENT TO FOUNDER SHARES SUBSCRIPTION AGREEMENTS (this “First Amendment”), dated this 14th day of November, 2017, between GigCapital, Inc., a Delaware corporation (the “Company”), on the one hand, and each of GigAcquisitions, LLC, a Delaware limited liability company (“Sponsor”), Cowen Investments, LLC, a Delaware limited liability company (“Cowen Investments”), Irwin Silverberg (“Silverberg”), and Jeffrey Bernstein (“Bernstein” and, collectively with Sponsor, Cowen Investments and Silverberg, the “Founders”), on the other hand, is to evidence:
COWEN AND COMPANY, LLC New York, New York 10022 December , 2017Merger Agreement • November 15th, 2017 • GigCapital, Inc. • Blank checks • New York
This is to confirm our agreement whereby GigCapital, Inc., a Delaware corporation (“Company”), has requested Cowen and Company, LLC (the “Advisor”) to assist it in connection with the Company merging with, acquiring, engaging in a share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-[•]) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
