AMENDED & RESTATED SUBSCRIPTION AGREEMENTSubscription Agreement • November 30th, 2021 • GigCapital4, Inc. • Services-prepackaged software • New York
INDENTURE dated as of December [ ], 2021 among BIGBEAR.AI HOLDINGS, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01), the Guarantors party hereto from time to time and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
BACKSTOP SUBSCRIPTION AGREEMENTBackstop Subscription Agreement • November 30th, 2021 • GigCapital4, Inc. • Services-prepackaged software
In connection with the proposed business combination (the “Transaction”) between GigCapital4, Inc., a Delaware corporation (the “Company”), and BigBear.ai Holdings, LLC, a Delaware limited liability company (formerly known as Lake Intermediate, LLC) (“BigBear”), pursuant to an Agreement and Plan of Merger (as amended, the “Merger Agreement”) entered into among the Company, GigCapital4 Merger Sub Corporation, a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), BigBear and BBAI Ultimate Holdings, LLC, a Delaware limited liability company (formerly known as PCISM Ultimate Holdings, LLC) (“BBAI”), whereby, among other things, (a) Merger Sub will merge with and into BigBear (the “First Merger”), with BigBear as the surviving company in the First Merger and (b) immediately following the First Merger, BigBear will merge with and into the Company (the “Second Merger”), with the Company as the surviving company in the Second Merger. The Company is seeking, and AE B
AMENDMENT NO. 2 TO MERGER AGREEMENTMerger Agreement • November 30th, 2021 • GigCapital4, Inc. • Services-prepackaged software
This AMENDMENT NO. 2 TO MERGER AGREEMENT, dated as of November 29, 2021 (this “Amendment”), is made and entered into by and among (i) GigCapital4, Inc., a Delaware corporation (“Acquiror”), (ii) GigCapital4 Merger Sub Corporation, a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Merger Sub”), (iii) BigBear.ai Holdings, LLC, a Delaware limited liability company (formerly known as Lake Intermediate, LLC) (the “Company”), and (iv) BBAI Ultimate Holdings, LLC, a Delaware limited liability company (“Holdings”, and together with Acquiror, Merger Sub and the Company, the “Parties”). Capitalized terms used but not defined herein shall have the meanings specified in the Merger Agreement (as defined below).
