1731 Embarcadero Road
Palo Alto, CA 94303
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Grant of Insider Shares
[We are pleased that you (you) have agreed to serve as the of GigInternational1, Inc., a Delaware corporation (the Company). In exchange for your future services as , you are hereby granted shares (the Insider Shares) of the common stock, par value $0.0001 per share (Common Stock), of the Company, pursuant to the terms of this agreement (this Agreement), as follows:] [We are pleased that your affiliate, ICR, LLC (ICR), has agreed to serve as our investor relations firm providing services to GigInternational1, Inc., a Delaware corporation (the Company). In exchange for the future services of ICR as an investor relations firm to the Company and at the request of ICR, you (you, and references to the services of your affiliate ICR, your future services) are hereby granted shares (the Insider Shares) of the common stock, par value $0.0001 per share (Common Stock), of the Company, pursuant to the terms of this agreement (this Agreement), as follows:]
1. Grant of Insider Shares. Solely in consideration for your future services as of the Company, the Company hereby grants the Insider Shares to you. The Company will deliver to you a certificate registered in your name representing the Insider Shares.
2. Representations, Warranties and Agreements.
2.1. Your Representations, Warranties and Agreements. To induce the Company to issue the Insider Shares to you, you hereby represent and warrant to the Company and agree with the Company as follows:
2.1.1. No Government Recommendation or Approval. You understand that no federal or state agency has passed upon or made any recommendation or endorsement of the offering of the Insider Shares.
2.1.2. No Conflicts. The execution, delivery and performance of this Agreement and the consummation by you of the transactions contemplated hereby do not violate, conflict with or constitute a default under (i) any agreement, indenture or instrument to which you are a party, (ii) any law, statute, rule or regulation to which you are subject, or (iii) any agreement, order, judgment or decree to which you are subject.
2.1.3. Organization and Authority. You possess all requisite power and authority necessary to carry out the transactions contemplated by this Agreement. Upon execution and delivery by you, this Agreement will be a legal, valid and binding agreement of you, enforceable against you in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
2.1.4. Experience, Financial Capability and Suitability. You are: (i) sophisticated in financial matters and is able to evaluate the risks and benefits of the acquisition of the Insider Shares and (ii) able to bear the economic risk of such acquisition of the Insider Shares for an indefinite period of time because the Insider Shares have not been registered under the Securities Act of 1933, as amended (the Securities Act), and therefore cannot be resold unless subsequently registered under the Securities Act or an exemption from such registration is available. You are capable of evaluating the merits and risks of such acquisition of the Insider Shares and have the capacity to protect your own interests. You must bear the economic risk of the Insider Shares until the Insider Shares are sold pursuant to: (x) an effective registration statement under the Securities Act or (y) an exemption from registration available with respect to such sale. You are able to bear the economic risks and to afford a complete loss of your investment in the Insider Shares.
2.1.5. Access to Information; Independent Investigation. Prior to the execution of this Agreement, you have had the opportunity to ask questions of and receive answers from representatives of the Company concerning the Company, as well as the finances, operations, business and prospects of the Company, and the opportunity to obtain additional information to verify the accuracy of all information so obtained. You have relied solely on your own knowledge and understanding of the Company and its business based upon your own due diligence investigation and the information furnished pursuant to this paragraph. You understand that no person has been authorized to give any information or to make any representations which were not furnished pursuant to this Section 2 and you have not relied on any other representations or information in making your investment decision, whether written or oral, relating to the Company, its operations or its prospects.