INVESTMENT MANAGEMENT TRUST AGREEMENT
This Agreement is made as of May 18, 2020 by and between GigCapital3, Inc. (the Company), having its principal office located at 1731 Embarcadero Rd., Suite 200, Palo Alto, CA 94303 and Continental Stock Transfer & Trust Company (the Trustee) located at 1 State Street, 30th Floor, New York, New York 10004.
WHEREAS, the Companys Registration Statement on Form S-1, as amended, No. 333-236626 (together with any related registration statement filed pursuant to Rule 462(b), the Registration Statement), for the initial public offering of the Companys units (the Public Units), each of which consists of one share of the Companys common stock, par value $0.0001 per share (the Common Stock; and the Common Stock included in the Public Units, the Public Common Stock), and three-fourths of one warrant, each whole warrant (a Warrant) entitling the holder thereof to purchase one share of Common Stock (such initial public offering hereinafter referred to as the IPO), has been declared effective as of May 5, 2020 by the U.S. Securities and Exchange Commission, and Post-Effective Amendment No. 1 to the Registration Statement has been declared effective as of May 13, 2020;
WHEREAS, the Company has entered into an Underwriting Agreement, dated as of May 13, 2020, with Nomura Securities International, Inc. and Oppenheimer & Co. Inc., as representatives (the Representatives) of the underwriters (the Underwriters) named therein (the Underwriting Agreement), with respect to the IPO;
WHEREAS, GigAcquisitions3, LLC, a Delaware limited liability company (the Sponsor), and the Underwriters have committed, pursuant to written agreements, to purchase an aggregate of 893,479 of the Companys units (the Private Units), each of which consists of one share of Common Stock and three-fourths of one Warrant, in a private placement that will close simultaneously with the IPO;
WHEREAS, as described in the Registration Statement, $202,000,000 of the gross proceeds of the IPO and the sale of the Private Units ($232,300,000 if the Underwriters over-allotment option is exercised in full) will be delivered to the Trustee to be deposited and held in a segregated trust account located in the United States (the Trust Account) for the benefit of the Company, the holders of the Public Common Stock and the Underwriters (the amount to be delivered to the Trustee, and any interest subsequently earned thereon, will be referred to herein as the Property; the stockholders for whose benefit the Trustee shall hold the Property will be referred to as the Public Stockholders, and the Public Stockholders, the Company and the Underwriters will be referred to together as the Beneficiaries); and
WHEREAS, the Company and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.
IT IS AGREED:
1. Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to:
(a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account, which Trust Account shall be established by the Trustee at a branch of J.P. Morgan Chase Bank, N.A. and at a brokerage institution selected by the Trustee that is satisfactory to the Company;
(b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein;
(c) In a timely manner, upon the instruction of the Company, to invest and reinvest the Property in United States government securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the Investment Company Act), having a maturity of 185 days or less, and/or in any open ended investment company registered under the Investment Company Act that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment Company Act or any successor rule, which invests only in direct U.S. government treasury obligations, as determined by the Company. As used herein, government securities shall mean United States Treasury Bills; the Trustee may not invest in any other securities or assets, it being understood that the Trust Account will earn no interest while account funds are uninvested awaiting the Companys instructions hereunder and the Trustee may earn bank credits or other consideration during such periods;