COMMON STOCK PURCHASE WARRANT BIGBEAR.AI HOLDINGS, INC.BigBear.ai Holdings, Inc. • January 19th, 2023 • Services-prepackaged software
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after July ___, 2023 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on July ___, 20281 (the “Termination Date”) but not thereafter, to subscribe for and purchase from BigBear.ai Holdings, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 19th, 2023 • BigBear.ai Holdings, Inc. • Services-prepackaged software • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 16, 2023, between BigBear.ai Holdings, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
INDEMNITY AGREEMENTIndemnity Agreement • February 12th, 2021 • GigCapital4, Inc. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February 8, 2021, by and between GigCapital4, Inc., a Delaware corporation (the “Company”), and Andrea Betti-Berutto (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 19th, 2023 • BigBear.ai Holdings, Inc. • Services-prepackaged software
This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 16, 2023, between BigBear.ai Holdings, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
GIGCAPITAL4, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • February 12th, 2021 • GigCapital4, Inc. • Blank checks • New York
GigCapital4, Inc., a Delaware corporation (the “Company”), hereby confirms its agreement with Oppenheimer & Co. Inc. (“Oppenheimer”) and Nomura Securities International, Inc. (together with Oppenheimer, the “Representatives”), as representatives of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
GIGCAPITAL4, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENTWarrant Agreement • February 12th, 2021 • GigCapital4, Inc. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 8, 2021, is by and between GigCapital4, 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”).
COMMON STOCK PURCHASE WARRANT BIGBEAR.AI HOLDINGS, INC.BigBear.ai Holdings, Inc. • March 5th, 2024 • Services-prepackaged software • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Armistice Capital Master Fund Ltd. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after September 5, 2024 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on September 5, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from BigBear.ai Holdings, Inc., a Delaware corporation (the “Company”), up to 9,000,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 13th, 2021 • BigBear.ai Holdings, Inc. • Services-prepackaged software • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of December [ ], 2021, by and between BigBear.ai Holdings, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
GigCapital4, Inc. Palo Alto, CA 94303GigCapital4, Inc. • December 31st, 2020 • Blank checks • New York
We are pleased to accept the offer GigAcquisitions4, LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to purchase 7,460,000 shares (“Founder Shares”) of the common stock, $.0001 par value per share (“Common Stock”), of GigCapital4, Inc., a Delaware corporation (the “Company”), up to 975,000 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:
UNIT PURCHASE AGREEMENTUnit Purchase Agreement • February 12th, 2021 • GigCapital4, Inc. • Blank checks • New York
This UNIT PURCHASE AGREEMENT (this “Agreement”) is made as of the 8th day of February, 2021, by and among GigCapital4, Inc., a Delaware corporation (the “Company”), and GigAcquisitions4, LLC (“Subscriber”).
GIGCAPITAL 4, INC. STRATEGIC SERVICES AGREEMENTStrategic Services Agreement • February 12th, 2021 • GigCapital4, Inc. • Blank checks • California
This, the “Strategic Services Agreement”, is made on this 1st day of February, 2021 (the “Effective Date”), by and between GigCapital4, 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”.
GigCapital4, Inc. Palo Alto, CA 94303 Oppenheimer & Co. Inc. New York, New York 10004 Nomura Securities International, Inc. Worldwide Plaza New York, New YorkLetter Agreement • February 12th, 2021 • GigCapital4, 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 GigCapital4, Inc., a Delaware corporation (the “Company”), and Oppenheimer & Co. Inc. and Nomura Securities International, Inc., as representatives (the “Representatives”) of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of 31,200,000 units (the “Initial Units”) of the Company, and up to an additional 4,680,000 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 one-third of one redeemable warrant to purchase one share of Common Stock at a price of $11.50 per sha
AGREEMENT AND PLAN OF MERGER by and among GIGCAPITAL4, INC., GIGCAPITAL4 MERGER SUB CORPORATION, BIGBEAR.AI HOLDINGS, LLC, and BBAI ULTIMATE HOLDINGS, LLC dated as of June 4, 2021Agreement and Plan of Merger • June 8th, 2021 • GigCapital4, Inc. • Blank checks • Delaware
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of June 4, 2021, by and among GigCapital4, Inc., a Delaware corporation (“Acquiror”), GigCapital4 Merger Sub Corporation, a Delaware corporation and direct, wholly owned subsidiary of Acquiror (“Merger Sub”), BigBear.ai Holdings, LLC, a Delaware limited liability company (formerly known as Lake Intermediate, LLC) (the “Company”), and BBAI Ultimate Holdings, LLC, a Delaware limited liability company (formerly known as PCISM Ultimate Holdings, LLC) (“Holdings”). Acquiror, Merger Sub, the Company and Holdings are collectively referred to herein as the “Parties” and individually as a “Party.” Capitalized terms used and not otherwise defined herein have the meanings set forth in Section 1.01.
GigCapital4, Inc. Palo Alto, CA 94303Letter Agreement • February 12th, 2021 • GigCapital4, 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 GigCapital4, Inc., a Delaware corporation (the “Company”), and Oppenheimer & Co. Inc. and Nomura Securities International, Inc., as representatives (the “Representatives”) of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of 31,200,000 units (the “Initial Units”) of the Company, and up to an additional 4,680,000 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 one-third of one redeemable warrant to purchase one share of Common Stock at
AMENDED & RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • December 7th, 2021 • GigCapital4, Inc. • Services-prepackaged software • Delaware
THIS AMENDED & RESTATED INVESTOR RIGHTS AGREEMENT (as it may be further amended, supplemented or restated from time to time in accordance with its terms, this “Investor Rights Agreement”), is entered into on December 6, 2021 (the “Effective Date”), by and among (i) GigCapital4, Inc., a Delaware corporation (“PubCo”), (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 (as defined herein) that have executed a joinder to this Investor Rights Agreement, the “Partners” and each a “Partner”), (iv) GigAcquisitions4, LLC, a Delaware limited liability company (the “Sponsor”), (v) Oppenheimer & Co. Inc. and Nomura Securities International, Inc. (together, the “Original Underwriter Representatives”), (vi) William Blair & Company, L.L.C. and BMO Capital Markets Corp. (together with the Original Underwriter Repre
INVESTMENT MANAGEMENT TRUST AGREEMENTTrust Agreement • February 1st, 2021 • GigCapital4, Inc. • Blank checks • New York
This Agreement is made as of [ ], 2021 by and between GigCapital4, 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.
GigCapital4, Inc.GigCapital4, Inc. • February 12th, 2021 • Blank checks • New York
This letter will confirm our agreement that, commencing on the date the securities of GigCapital4, Inc. (the “Company”) are first listed on the Nasdaq Capital Market (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”), GigManagement, LLC (“GigManagement”) 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 GigManagement the sum of $25,000
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 1st, 2021 • GigCapital4, Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [DAY] day of [MONTH], 2021, by and among GigCapital4, 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”).
SUBSCRIPTION AGREEMENTSubscription Agreement • June 8th, 2021 • GigCapital4, Inc. • Blank checks • New York
INDENTURE dated as of [ ], 2021 between [BIGBEAR.AI HOLDINGS, 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).
PAYMENT AGREEMENTPayment Agreement • December 7th, 2021 • GigCapital4, Inc. • Services-prepackaged software • New York
This Payment Agreement (the “Agreement”) is made as of the 6th day of December, 2021, by and among GigCapital4, Inc. (the “Company”) BBAI Ultimate Holdings, LLC (“Holdings”) and William Blair & Company, L.L.C. (“William Blair”). Together, the parties to this Agreement will be referred to herein as the “Parties” and each a “Party.”
PCI STRATEGIC MANAGEMENT, LLC EMPLOYMENT AGREEMENTEmployment Agreement • December 13th, 2021 • BigBear.ai Holdings, Inc. • Services-prepackaged software • Delaware
THIS EMPLOYMENT AGREEMENT (this “Agreement”) dated as of October 23, 2020, between PCI Strategic Management, LLC, a Maryland limited liability company (the “Company”), and Joshua Kinley (the “Executive”).
BIGBEAR.AI HOLDINGS, INC. THE GUARANTORS PARTY HERETO AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of December 7, 2021 6.00% Convertible Senior Notes due 2026BigBear.ai Holdings, Inc. • December 13th, 2021 • Services-prepackaged software • New York
INDENTURE dated as of December 7, 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).
ContractBigBear.ai Holdings, Inc. • May 10th, 2024 • Services-prepackaged software
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 12th, 2021 • GigCapital4, Inc. • Blank checks • New York
This Agreement is made as of February 8, 2021 by and between GigCapital4, 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.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 12th, 2021 • GigCapital4, Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 8th day of February, 2021, by and among GigCapital4, 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”).
FORWARD SHARE PURCHASE AGREEMENTForward Share Purchase Agreement • October 15th, 2021 • GigCapital4, Inc. • Services-prepackaged software • Delaware
This Forward Share Purchase Agreement (this “Agreement”) is entered into as of October 14, 2021, by and among (i) GigCapital4, Inc., a Delaware corporation (“GigCapital4”), and (ii) the investors signatory hereto (each individually an “Investor” and collectively, the “Investors”). GigCapital4 and each Investor is individually referred to herein as a “Party” and collectively as the “Parties”.
SECOND SUPPLEMENTAL INDENTURE BIGBEAR.AI HOLDINGS, INC. THE GUARANTORS PARTY HERETO AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee Dated as of May 10, 2024BigBear.ai Holdings, Inc. • May 10th, 2024 • Services-prepackaged software
THIS SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of May 10, 2024, among BIGBEAR.AI HOLDINGS. INC., a Delaware corporation (the “Company”), BigBear.ai Intermediate Holdings, LLC, a Delaware limited liability company, BigBear.ai, LLC, a Delaware limited liability company, BigBear.ai Federal, LLC (f/k/a NuWave Solutions, L.L.C.), a Maryland limited liability company, ProModel LLC, a Pennsylvania limited liability company, Pangiam Purchaser, LLC, a Delaware limited liability company, Pangiam Intermediate II Holdings, LLC, a Delaware limited liability company, Pangiam Holdings, LLC, a Delaware limited liability company, Pangiam Labs, LLC, a Virginia limited liability company, Linkware, LLC, a Virginia limited liability company, Pre, LLC, a Delaware limited liability company, veriScan, LLC, a Delaware limited liability company, and 214 Technologies, Inc. d/b/a Trueface, a Delaware limited liability company (each an “Undersigned” ) and WILMINGTON TRUST, NATI
FORWARD SHARE PURCHASE AGREEMENTForward Share Purchase Agreement • October 15th, 2021 • GigCapital4, Inc. • Services-prepackaged software • Delaware
This Forward Share Purchase Agreement (this “Agreement”) is entered into as of October 14, 2021, by and among (i) GigCapital4, Inc., a Delaware corporation (“GigCapital4”), (ii) Glazer Capital, LLC, a Delaware limited liability company (“Glazer”), and (iii) Meteora Capital, LLC, a Delaware limited liability company (“Meteora”), on behalf of itself and its affiliated investment funds (together with Glazer and Meteora, each individually an “Investor” and collectively, the “Investors”). Each of GigCapital4, Glazer and Meteora is individually referred to herein as a “Party” and collectively as the “Parties”. Each of Glazer and Meteora is individually referred to herein as a “Principal Investor” and together, the “Principal Investors”. Each Investor (other than the Principal Investors) is individually referred to herein as a “Non-Principal Investor” and together, the “Non-Principal Investors”).
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
Re: Amendment to the Letter Agreement dated as of February 8, 2021Letter Agreement • March 31st, 2021 • GigCapital4, Inc. • Blank checks • New York
On February 8, 2021, GigCapital4, Inc., a Delaware corporation (the “Company”), GigAcquisitions4, LLC, a Delaware limited liability company (the “Sponsor”), and Oppenheimer & Co. Inc. and Nomura Securities International, Inc., as representatives (the “Representatives”) of the several underwriters, entered into that certain letter agreement (this “Letter Agreement”), relating to an underwritten initial public offering of 35,880,000 units (the “Units”), each Unit consisting of one share of the Company’s common stock, par value $0.0001 per share and one-third of one redeemable warrant to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. Capitalized terms used herein but not defined in context are defined in the Letter Agreement.
BigBear.ai Holdings, Inc. 11,848,341 Shares of Common Stock Warrants to Purchase 8,886,255 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 12th, 2023 • BigBear.ai Holdings, Inc. • Services-prepackaged software • New York
STOCK TRANSFER AGREEMENTStock Transfer Agreement • December 7th, 2021 • GigCapital4, Inc. • Services-prepackaged software • Delaware
This STOCK TRANSFER AGREEMENT is made December 6, 2021 (this “Agreement”), by and between GigAcquisitions4 LLC, a Delaware limited liability Company (“Sponsor”), GigCapital4, Inc., a Delaware corporation (the “Company”) and AE BBAI Aggregator, LP, a Delaware limited partnership (“AE”).
AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 31st, 2021 • GigCapital4, Inc. • Blank checks • New York
THIS AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is entered into as of the 31st day of March, 2021, by and among GigCapital4, Inc., a Delaware corporation (the “Company”), and the undersigned parties listed under Holders on the signature page hereto (each such party, a “Holder” and collectively, the “Holders”).
TERMINATION OF FORWARD SHARE PURCHASE AGREEMENTTermination of Forward Share Purchase Agreement • February 23rd, 2022 • BigBear.ai Holdings, Inc. • Services-prepackaged software • Delaware
THIS TERMINATION OF FORWARD SHARE PURCHASE AGREEMENT (this “Agreement”) is made as of February 22, 2022 (the “Effective Date”), by and among BigBear.ai Holdings, Inc., a Delaware corporation (as successor-in-interest to GigCapital4, Inc., a Delaware corporation) (“BigBear”), Glazer Capital, LLC, a Delaware limited liability company (“Glazer”), and Meteora Capital, LLC, a Delaware limited liability company (“Meteora”), on behalf of itself and its affiliated investment funds. Each of Big Bear, Glazer and Meteora is individually referred to herein as a “Party”and together, the “Parties”).
