SHARE PURCHASE AGREEMENT
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).
WHEREAS, the Company intends to consummate an underwritten initial public offering (the Public Offering) of 15,000,000 units (Public Units), with each such unit consisting of one share of 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 and one warrant to purchase one share of Common Stock at an exercise price of $11.50 per share;
WHEREAS, the underwriters engaged for the Public Offering have the option to purchase up to an additional 2,250,000 Public Units within 45-days of the closing of the Public Offering, solely to cover over-allotments (the Over-Allotment Option);
WHEREAS, the Purchaser wishes to purchase 100,000 shares of Common Stock, or up to 120,000 shares of Common Stock if the Over-Allotment Option is exercised in full (the Private Underwriter Shares), in a private placement, as provided herein;
NOW THEREFORE, in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows:
Section 1. Authorization, Purchase and Sale; Terms of the Private Underwriter Shares.
A. Authorization of the Private Underwriter Shares. The Company has duly authorized the issuance and sale of the Private Underwriter Shares to the Purchaser.
B. Purchase and Sale of the Private Underwriter Shares.
(i) As payment in full for an initial tranche of 100,000 shares of Common Stock (the Initial Private Underwriter Shares) being purchased under this Agreement, Purchaser shall pay $1,000,000 (the Purchase Price), by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the trust account (the Trust Account) at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, upon the closing of the Public Offering.
(ii) In the event that the Over-Allotment Option is exercised in full or in part, Purchaser shall purchase up to an additional 20,000 shares of Common Stock (the Additional Private Underwriter Shares), in the same proportion as the amount of the Over-Allotment Option that is exercised, and simultaneously with such purchase of Additional Private Underwriter Shares, as payment in full for the Additional Private Underwriter Shares being purchased hereunder, and upon the closing of all or any portion of the Over-Allotment Option, Purchaser shall pay $10.00 per Additional Private Underwriter Share, up to an aggregate amount of $200,000 by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the Trust Account.