GIGCAPITAL3, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • April 22nd, 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:
GIGCAPITAL3, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENTWarrant Agreement • April 22nd, 2020 • GigCapital3, Inc. • Blank checks • New York
GigCapital3, Inc. Palo Alto, CA 94303GigCapital3, Inc. • April 22nd, 2020 • 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:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 22nd, 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.
UNIT PURCHASE AGREEMENTUnit Purchase Agreement • April 22nd, 2020 • GigCapital3, Inc. • Blank checks • New York
This UNIT PURCHASE AGREEMENT (this “Agreement”) is made as of the [●] day of [●] 2020, by and among GigCapital3, Inc., a Delaware corporation (the “Company”), Nomura Securities International, Inc. (“Nomura”), Oppenheimer & Co. Inc. (“Oppenheimer”) and Odeon Capital Group LLC. (together with Nomura and Oppenheimer, the “Subscribers” and each, a “Subscriber”).
DATE], 2020Letter Agreement • April 22nd, 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 one-half of one redeemable warrant to purchase one share of Common Stock at a price of $11.50 per shar
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 22nd, 2020 • GigCapital3, Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [DAY] day of [MONTH], 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”).
DATE], 2020Letter Agreement • April 22nd, 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 one-half of one redeemable warrant to purchase one share of Common Stock at
