REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this Agreement) is entered into as of the 13th day of May, 2020, by and among GigCapital3, Inc., a Delaware corporation (the Company), and the undersigned parties listed under Holders on the signature page hereto (each such party, and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2, a Holder and collectively, the Holders).
WHEREAS, on February 6, 2020, the Company and GigAcquisitions3, LLC, a Delaware limited liability company (the Sponsor), entered into a subscription agreement (which was subsequently amended and restated on April 16, 2020) pursuant to which the Company issued and sold 5,735,000 shares (the Founder Shares) of its common stock, par value $0.0001 per share (Common Stock) to the Sponsor;
WHEREAS, on May 13, 2020, the Company and the Sponsor, and the Company and Nomura Securities International, Inc., Oppenheimer & Co. Inc. and Odeon Capital Group LLC (each such party an IPO Underwriter and collectively, the IPO Underwriters) entered into separate unit purchase agreements, pursuant to which the Sponsor and Underwriters agreed to purchase an aggregate of 893,479 units of the Company (or up to 969,000 units of the Company if the Underwriters over-allotment option in connection with the Companys initial public offering is exercised in full) (the Private Units), with each such unit consisting of one share of Common Stock (all of such shares, collectively, the Private Shares) and three-fourths of one warrant, each whole warrant entitling the holder to purchase one share of Common Stock at an exercise price of $11.50 per share (all of such whole warrants, collectively, Private Warrants), in a private placement transaction occurring simultaneously with the closing of the Companys initial public offering;
WHEREAS, on May 13, 2020, the Company issued and sold 5,000 shares (collectively, the Insider Shares) of Common Stock to each of Andrea Betti-Berutto, Peter Wang and Brad Weightman (collectively, the Insiders) in consideration for their future services as the Companys Hardware Chief Technical Officer, Software Chief Technical Officer, and Vice President and Chief Financial Officer, respectively; and
WHEREAS, the Sponsor, the Insiders, the IPO Underwriters, and the Company desire to set forth certain matters regarding the Registrable Securities (as defined below) owned by the Holders.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. DEFINITIONS. The following capitalized terms used herein have the following meanings:
Adverse Disclosure means any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive Officer or Chief Financial