FORM OF SUBSCRIPTION AGREEMENT
This SUBSCRIPTION AGREEMENT (this Subscription Agreement) is entered into on January 20, 2021, by and between GigCapital2, Inc., a Delaware corporation (the Company), and [●] (Subscriber).
WHEREAS, the Company has previously entered into (i) that certain Business Combination Agreement, dated as of November 20, 2020 (the UpHealth Business Combination Agreement), among the Company, UpHealth Holdings, Inc., a Delaware corporation (UpHealth), and UpHealth Merger Sub, Inc., a Delaware corporation, providing for the combination of the Company and UpHealth and (ii) that certain Business Combination Agreement, dated as of November 20, 2020 (the Cloudbreak Business Combination Agreement and, together with the UpHealth Business Combination Agreement, the Business Combination Agreements and, the transactions contemplated by the Business Combination Agreements, the Transaction), among the Company, Cloudbreak Health, LLC, a Delaware limited liability company (Cloudbreak), and Cloudbreak Merger Sub, LLC, a Delaware limited liability company, providing for the combination of the Company and Cloudbreak;
WHEREAS, in connection with the Transaction, Subscriber desires to subscribe for and purchase from the Company, immediately prior to, and contingent on, the consummation of the Transaction, that principal amount of the Companys 6.25% convertible senior notes due 2026 (the Notes), set forth on the signature page hereto (the Subscribed Notes) for an aggregate purchase price equal to 100.0% of the principal amount of the Subscribed Notes (the Purchase Price), and the Company desires to issue and sell to Subscriber the Subscribed Notes in consideration of the payment of the Purchase Price by or on behalf of Subscriber to the Company;
WHEREAS, concurrently with the execution of this Subscription Agreement, or prior to the closing date of the Transactions (the Closing Date), the Company will enter into subscription agreements (the Other Subscription Agreements and together with this Subscription Agreement, the Subscription Agreements) with certain other institutional accredited investors (the Other Subscribers and together with the Subscriber, the Subscribers), which are on substantially the same terms as the terms of this Subscription Agreement (other than the amount of Notes to be subscribed for and purchased by the Other Subscribers), pursuant to which such investors shall agree to purchase on the Closing Date, inclusive of the Subscribed Notes, up to $255,000,000 in aggregate principal amount of the Notes (the Other Subscribed Notes and together with the Subscribed Notes, the Collective Subscribed Notes); and
WHEREAS, in connection with the issuance of the Notes on the Closing Date, the Company and Wilmington Trust, National Association, as trustee (the Trustee) will enter into an indenture in respect of the Notes in substantially the form attached hereto as Exhibit A (the Indenture).
NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties and covenants, and subject to the conditions, herein contained, and intending to be legally bound hereby, the parties hereto hereby agree as follows:
1. Subscription. Subject to the terms and conditions hereof, at the Closing (as defined below), Subscriber hereby agrees to subscribe for and purchase, and the Company hereby agrees to issue and sell to Subscriber, upon the payment of the Purchase Price, the Subscribed Notes (such subscription and issuance, the Subscription). The Company hereby expressly covenants and agrees that the Purchase Price shall be used exclusively for the Transaction.