2. If the Company fails to consummate a Business Combination within 21 months of the completion of the IPO, or such other time period as may be set forth in the Amended and Restated Certificate of Incorporation, the undersigned will cause the Company to (i) as promptly as possible, cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than 10 business days thereafter, redeem the Offering Shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the Trust Account (net of taxes payable and up to $100,000 for dissolution expenses), divided by the number of then outstanding Offering Shares, which redemption will completely extinguish the holders rights as stockholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Companys remaining stockholders and the Companys board of directors, dissolve and liquidate, subject in the cases of clauses (ii) and (iii) to the Companys obligations under Delaware law to provide for claims of creditors and other requirements of applicable law.
3. The undersigned hereby waives any and all right, title, interest or claim of any kind the undersigned may have in the future in or to any distribution of the Trust Account and any remaining assets of the Company as a result of, or arising out of, any contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever; provided, that the foregoing waiver shall not apply with respect to liquidating distributions from the Trust Account made in connection with any Offering Shares purchased by the undersigned or its Affiliates during the IPO or on the open market after the completion of the IPO if the Company fails to complete a Business Combination within 21 months of the completion of the IPO. The undersigned acknowledges and agrees that there will be no distribution from the Trust Account with respect to any of the Offering Warrants, all rights of which will terminate upon the Companys liquidation.
4. In order to minimize potential conflicts of interest that may arise from multiple corporate affiliations,
(a) the undersigned shall present to the Company for its consideration, prior to presentation to any other entity, any target business that has a fair market value of at least 80% of the assets held in the Trust Account (excluding taxes payable on interest earned), subject to any pre-existing fiduciary or contractual obligations the undersigned might have; and
(b) the undersigned hereby acknowledges and agrees that (i) each of the Underwriters and the Company may be irreparably injured in the event of a breach of any of the obligations contained in this Letter Agreement, (ii) monetary damages may not be an adequate remedy for such breach, and (iii) the non-breaching party shall be entitled to injunctive relief, in addition to any other remedy that such party may have in law or in equity, in the event of such breach.
5. Neither the undersigned nor any of their Affiliates will be entitled to receive, and none of them may accept, any compensation or other cash payment prior to, or for services rendered in order to effectuate, the consummation of the Business Combination, except for the following:
(a) GigAcquisitions2, LLC, a Delaware limited liability company (Sponsor), an Affiliate of Dr. Katz, and its Affiliates may receive compensation for administrative services and office space, as provided for under that certain Administrative Services Agreement between the Company and GigFounders, LLC dated as of March 20, 2019;
(b) Sponsor may receive amounts due, if any, under that certain promissory note in the aggregate principal amount of $99,937, dated March 12, 2019, issued by the Company in favor of Sponsor;
(c) Ms. McDonough may receive compensation for her services as Vice President and Chief Financial Officer of the Company, as provided for under that certain Strategic Services Agreement with the Company dated as of March 20, 2019;
(d) Ms. McDonough may receive an aggregate of 5,000 shares of Common Stock in connection with her services as Vice President and Chief Financial Officer; and