CONTINENTAL STOCK TRANSFER & TRUST COMPANY
THIS WARRANT AGREEMENT (this Agreement), dated as of [●], 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).
WHEREAS, the Company has entered into Unit Purchase Agreements dated as of [●], 2019 (the Private Placement Agreements), with each of GigAcquisitions2 LLC, a Delaware limited liability company (Sponsor), EarlyBirdCapital, Inc., a Delaware corporation (EarlyBird), and Northland Gig 2 Investment LLC, a Delaware limited liability company (Northland Investment and, collectively with Sponsor and EarlyBird, the Founders) pursuant to which the Founders have agreed to purchase an aggregate of 449,500 units (the Private Placement Units), each such unit comprised 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 (the Private Placement Rights) and one warrant to purchase one share of Common Stock at an initial exercise price of $11.50 per share of Common Stock (each, a Private Placement Warrant), simultaneously with the closing of the Offering (as defined below) and up to 69,000 additional Private Placement Units in connection with the exercise of the Over-allotment Option (as defined below), if any, for a purchase price of $10.00 per unit;
WHEREAS, in order to finance the Companys transaction costs in connection with an intended initial merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Company and one or more businesses (a Business Combination), 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 is engaged in an initial public offering (the Offering) of units of the Companys equity securities (the Public Units and, together with the Private Placement Units, the Units), each such unit comprised of one share of Common Stock, one right to receive one-twentieth (1/20) of a one share of Common Stock (the Public Rights and, together with the Private Placement Rights, the Rights) and one warrant to purchase one share of Common Stock at an initial exercise price of $11.50 per share of Common Stock (the Public Warrants and, together with the Private Placement Warrants, the Warrants) and, in connection therewith, has determined to issue and deliver up to 13,000,000 Public Warrants (including up to 1,950,000 Public Warrants subject to the Over-allotment Option) to public investors in the Offering.
WHEREAS, each Warrant entitles the holder thereof to purchase one share of Common Stock for $11.50 per share, subject to adjustment as described herein; and
WHEREAS, the Company has filed with the Securities and Exchange Commission (the Commission) a registration statement on Form S-1, File No. 333-231337 (the Registration Statement) and prospectus (the Prospectus), for the registration, under the Securities Act of 1933, as amended (the Securities Act), of the Public Units, the Public Warrants and the Common Stock included in the Public Units; and
WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and
WHEREAS, the Company desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and