15,000,000 Units GIGCAPITAL2, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • June 10th, 2019 • GigCapital2, Inc. • Blank checks • New York
GigCapital2, Inc., a Delaware corporation (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (the “Representative”) and with the other underwriters named on Schedule A hereto, for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
GIGCAPITAL2, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENTWarrant Agreement • June 10th, 2019 • GigCapital2, Inc. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of June 10, 2019, is by and between GigCapital2, 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”).
EARLYBIRDCAPITAL, INC. 366 Madison Avenue New York, New York 10017 June 5, 2019GigCapital2, Inc. • June 10th, 2019 • Blank checks • New York
UNIT PURCHASE AGREEMENTUnit Purchase Agreement • June 10th, 2019 • GigCapital2, Inc. • Blank checks • New York
THIS UNIT PURCHASE AGREEMENT, dated as of June 5, 2019 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between GigCapital2, Inc., a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc., a Delaware corporation (the “Purchaser”).
GIGCAPITAL2, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY RIGHT AGREEMENTRight Agreement • June 10th, 2019 • GigCapital2, Inc. • Blank checks • New York
THIS RIGHT AGREEMENT (this “Agreement”) is made as of June 10, 2019 is by and between GigCapital2, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Rights Agent”).
June 5, 2019Letter Agreement • June 10th, 2019 • GigCapital2, 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 GigCapital2, Inc., a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc. (“EarlyBird”), 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 twentieth (1/20) of one share of Common Stock (the “Right”) and one 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 here
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 10th, 2019 • GigCapital2, Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 5th day of June, 2019, by and among GigCapital2, 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTTrust Agreement • June 10th, 2019 • GigCapital2, Inc. • Blank checks • New York
This Agreement is made as of June 10, 2019 by and between GigCapital2, Inc. (the “Company”), having its principal office located at 2479 E. Bayshore 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.
June 5, 2019Letter Agreement • June 10th, 2019 • GigCapital2, 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 GigCapital2, Inc., a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc. (“EarlyBird”), 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 twentieth (1/20) of one share of Common Stock (the “Right”) and one 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 14 here
SHARE PURCHASE AGREEMENTShare Purchase Agreement • June 10th, 2019 • GigCapital2, Inc. • Blank checks • New York
THIS SHARE PURCHASE AGREEMENT, dated as of June 5, 2019 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between GigCapital2, Inc., a Delaware corporation (the “Company”), and Northland Securities, Inc., a Minnesota corporation (the “Purchaser”).
