JOINDER & SECOND AMENDMENT TO AMENDED & RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • March 1st, 2024 • BigBear.ai Holdings, Inc. • Services-prepackaged software
THIS JOINDER & SECOND AMENDMENT TO THE AMENDED & RESTATED INVESTOR RIGHTS AGREEMENT (this “Amendment”) is made as of February 29, 2024, by and among (i) BigBear.ai Holdings, Inc., a Delaware corporation f/k/a GigCapital4, Inc. (the “Company”), (ii) AE BBAI Aggregator, LP, a Delaware limited partnership (“AE Aggregator”), (iii) BBAI Ultimate Holdings, LLC, a Delaware limited liability company (“Ultimate Holdings,” together with AE Aggregator and any of their Permitted Transferees that have executed a joinder to the Investor Rights Agreement (as defined below), the “Partners” and each a “Partner”), and (iv) Pangiam Ultimate Holdings, LLC, a Delaware limited liability company (“Pangiam”). Reference is hereby made to the Amended & Restated Investor Rights Agreement, dated December 6, 2021 (the “Investor Rights Agreement”), by and among (i) the Company, (ii) the Partners, (iii) GigAcquisitions4, LLC, a Delaware limited liability company (the “Sponsor”), (iv) Oppenheimer & Co. Inc. and Nomur
