INVESTMENT MANAGEMENT TRUST AGREEMENT
This Agreement is made as of May 18, 2021 by and between GigInternational1, 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. 333-255234 (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 one-half 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 18, 2021 by the U.S. Securities and Exchange Commission;
WHEREAS, the Company has entered into an Underwriting Agreement, dated as of May 18, 2021, with Oppenheimer & Co. Inc. and William Blair & Company, L.L.C., as representatives (the Representatives) of the underwriters (the Underwriters) named therein (the Underwriting Agreement), with respect to the IPO;
WHEREAS, GigInternational1 Sponsor, LLC, a Delaware limited liability company (the Sponsor), and the Underwriters have committed, pursuant to written agreements, to purchase an aggregate of 950,000 of the Companys units (or 995,000 units if the Underwriters over-allotment option is exercised in full) (the Private Units), each of which consists of one share of Common Stock and one-half 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), provided that the Sponsor (or its designees) must deposit into the Trust Account funds equal to one percent (1%) of the gross proceeds of the Offering (including such proceeds from the exercise of the underwriters over-allotment option, if exercised) for each 3-month extension of the time period to complete its initial Business Combination, in exchange for a non-interest bearing, unsecured promissory note; 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. (or at another U.S. chartered commercial bank with consolidated assets of $100 billion or more) 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