CONTINENTAL STOCK TRANSFER & TRUST COMPANY
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).
WHEREAS, the Company is engaged in an initial public offering (the Offering) of units of the Companys equity securities (the Public Units) to EarlyBirdCapital, Inc., a Delaware corporation (the Representative), as representative of the several underwriters (the Underwriters), each such Public Unit comprised of one share of the common stock, par value $0.0001 per share (Common Stock), of the Company, one right to receive one-twentieth (1/20) of one share of Common Stock (the Rights) upon the happening of an Exchange Event (defined herein), and one warrant, each warrant entitling the holder to purchase one share of Common Stock at an exercise price of $11.50 (collectively, the Public Warrants), and in connection therewith, has determined to issue and deliver up to 17,250,000 Rights (including up to 2,250,000 Rights subject to the exercise of the underwriters over-allotment option) to investors in the Offering; and
WHEREAS, the Company has filed registration statements on Form S-1, File Nos. 333-231337 and 333-231979, and the prospectus forming a part thereof (collectively, the Registration Statement), with the Securities and Exchange Commission, for the registration under the Securities Act of 1933, as amended (the Securities Act), of the Units and each of the securities comprising the Units, and the shares of Common Stock underlying the Rights; and
WHEREAS, the Company has entered into Unit Purchase Agreements dated as of June 5, 2019 (the Private Placement Agreements), with each of GigAcquisitions2 LLC, a Delaware limited liability company (Sponsor), the Representative, and Northland Gig 2 Investment LLC, a Delaware limited liability company (Northland and, collectively with Sponsor and the Representative, the Founders), pursuant to which the Founders have agreed to purchase an aggregate of 492,500 units (the Private Placement Units), each such unit comprised of one share of Common Stock, one Right, and one warrant, each warrant entitling the holder to purchase one share of Common Stock at an exercise price of $11.50 (collectively, the Private Placement Warrants), simultaneously with the closing of the Offering (as defined above) and up to 75,000 additional Private Placement Units in connection with the exercise of the underwriters over-allotment option, if any, for a purchase price of $10.00 per unit, and in connection therewith, has determined to issue and deliver up to 492,500 Rights (including up to 75,000 Rights subject to the exercise of the underwriters over-allotment option) to investors in the Offering;
WHEREAS, in order to finance the Companys transaction costs in connection with an intended Business Combination (as defined below), Sponsor or any of its affiliates, or certain of the Companys executive officers, directors or director nominees, may loan to the Company funds as the Company may require, of which up to $1,500,000 of such loans may be convertible into up to an additional 1,500,000 Private Placement Units at a price of $10.00 per unit;
WHEREAS, the Company desires the Rights Agent to act on behalf of the Company, and the Rights Agent is willing to so act, in connection with the issuance, registration, transfer and exchange of the Rights; and