Exhibit 10.1

June 5, 2019

GigCapital2, Inc.

2479 E. Bayshore Rd., Suite 200

Palo Alto, CA 94303

Re: Initial Public Offering

Ladies and Gentlemen:

This letter agreement (this “ Letter Agreement ”) is being delivered to you in accordance with the Underwriting Agreement (the “ Underwriting Agreement ”) entered into by and between GigCapital2, Inc., a Delaware corporation (the “ Company ”), and EarlyBirdCapital, Inc. (“ EarlyBird ”), as representative (the “ Representative ”) of the several Underwriters named therein (the “ Underwriters ”), relating to an underwritten initial public offering (the “ IPO ”) of the Company’s units (the “ Units ”), each consisting of one share of the Company’s common stock, par value $0.0001 per share (“ Common Stock ” and such shares included in the Units, “ Offering Shares ”), one right to receive one twentieth (1/20) of one share of Common Stock (the “ Right ”) and one warrant to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment (the warrants included in the Units sold, the “ Offering Warrants ”). Capitalized terms used herein but not defined in context are defined in paragraph 14 hereof.

In order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO, and in recognition of the benefit that such IPO will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of the undersigned entities and individuals, each of whom is a Founder, along with Northland Securities, Inc. (“ N orthland Securities ”) hereby agrees with the Company as follows:

1. With respect to stockholder votes and associated conversion rights,

(a) if the Company solicits stockholder approval of a Business Combination via a proxy solicitation, then the undersigned will vote all shares of then outstanding Common Stock beneficially owned by him, her or it in favor of such Business Combination;  provided , that (i) the undersigned acknowledges and agrees that prior to entering into a Business Combination with a target business that is affiliated with any Insiders, such transaction must be approved by a majority of the Company’s disinterested independent directors and the Company must obtain an opinion from an independent investment banking firm, or another independent entity that commonly renders valuation opinions on the type of target business the Company is seeking to acquire, that such Business Combination is fair to the Company’s unaffiliated stockholders from a financial point of view, and (ii) no Insider will be entitled to receive or accept a finder’s fee or any other compensation in the event such Insider originates a Business Combination (provided that this clause (ii) shall not apply to EarlyBird, certain affiliates and employees of EarlyBird (the “ EarlyBird Group ”), and Northland Gig 2 Investment LLC (“ Northland Investment ”), or any of their Affiliates);

(b) the undersigned hereby agrees not to propose for a stockholder approval any amendment to the Amended and Restated Certificate of Incorporation that would (i) affect the substance or timing of the Company’s obligation to redeem 100% of the Offering Shares if the Company does not complete a Business Combination within 18 months of the closing of the IPO, or (ii) alter its provisions relating to the Company’s pre-Business Combination activity or the related stockholders’ rights, unless the Company provides the holders of any Offering Shares with the opportunity to redeem their Offering Shares upon the approval of any such amendment. Such redemption must be at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest (net of taxes payable), divided by the number of then outstanding Offering Shares; and

(c) the undersigned will not redeem any shares of Common Stock beneficially owned by him, her or it in connection with a solicitation for stockholder approval described in either of clauses (a) or (b) above, or sell any such shares of Common Stock in a tender offer undertaken by the Company in connection with a Business Combination.

2. The undersigned hereby waives any and all right, title, interest or claim of any kind the undersigned may have in the future in or to any distribution of the Trust Account and any remaining assets of the Company as a result of, or arising out of, any contracts or agreements with the Company and will not seek recourse against the Trust

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Account for any reason whatsoever; provided,  that the foregoing waiver shall not apply with respect to liquidating distributions from the Trust Account made in connection with any Offering Shares purchased by the undersigned or its Affiliates during the IPO or on the open market after the completion of the IPO if the Company fails to complete a Business Combination within 18 months of the completion of the IPO. The undersigned acknowledges and agrees that there will be no distribution from the Trust Account with respect to any of the Rights or Offering Warrants, all rights of which will terminate upon the Company’s liquidation.

3. In order to minimize potential conflicts of interest that may arise from multiple corporate affiliations, GigAcquisitions2, LLC, a Delaware limited liability company (“ Sponsor ”), an Affiliate of Dr. Katz, the Company’s Chief Executive Officer, shall present to the Company for its consideration, prior to presentation to any other entity, any target business that has a fair market value of at least 80% of the assets held in the Trust Account (excluding taxes payable on interest earned), subject to any pre-existing fiduciary or contractual obligations the undersigned might have.

4. Neither the undersigned nor any of their Affiliates will be entitled to receive, and none of them may accept, any compensation or other cash payment prior to, or for services rendered in order to effectuate, the consummation of the Business Combination, except for the following:

(a) Sponsor and its Affiliates may receive compensation for administrative services and office space, as provided for under that certain Administrative Services Agreement between the Company and GigFounders, LLC dated as of March 20, 2019;

(b) Sponsor may receive amounts due under that certain promissory note in the aggregate principal amount of $99,937, dated March 12, 2019, issued by the Company in favor of Sponsor;

(c) any of the undersigned may receive reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on behalf of the Company, such as identifying and investigating possible business targets and business combinations, as well as advisory fees to directors pertaining to board committee service and extraordinary administrative and analytical services, and repayment upon consummation of a Business Combination of any loans which may be made by them or by their Affiliates to finance transaction costs in connection with an intended Business Combination. While the terms of any such loans have not been determined nor have any written agreements been executed with respect thereto, it is acknowledged and agreed that up to $1,500,000 of any such loans may be convertible into units of the post-business combination entity at a price of $10.00 per unit at the option of the lender; and

(e) any underwriting discounts, commissions and other fees and compensation payable to the Underwriters of the IPO, including the Representative, including any consideration payable pursuant to the Business Combination and Marketing Agreement by and between the Company and the Representative.

5. To the extent that the Underwriters do not exercise their over-allotment option to purchase an additional 2,250,000 Units within the time period set forth in the Registration Statement (and as further described in the Registration Statement), (i) Sponsor agrees that it shall forfeit, at no cost, up to 524,868 Founder Shares, (ii) EarlyBirdCapital, Inc. and the EarlyBird Group agrees that it shall forfeit, at no cost, up to 15,053 Founder Shares, and (iii) Northland Investment agrees that it shall forfeit, at no cost, up to 22,579 Founder Shares. If applicable, the Founders would forfeit, on a pro rata basis consistent with the proportion of their ownership of Founder Shares, such number of Founder Shares as would be required to maintain the ownership of the Company’s pre-IPO stockholders at 20.0% of the total issued and outstanding shares of Common Stock immediately after the closing of the IPO;  provided , that the “total issued and outstanding shares of Common Stock” would not take into account any shares of Common Stock included in units purchased by the Founders in the private placement that such parties intend to consummate simultaneously with the closing of the IPO. The Founders further agree that to the extent that the size of the IPO is increased or decreased, the Company will purchase or sell shares of Common Stock or effect a stock dividend or share contribution back to capital, as applicable, immediately prior to the consummation of the IPO in such amounts as to maintain the ownership of the stockholders prior to the IPO at 20.0% of its total issued and outstanding shares of Common Stock upon the consummation of the IPO;  provided , that the “total issued and outstanding shares of Common Stock” would not take into account any shares of Common Stock included in units purchased by the Founders in the private placement that such parties intend to consummate simultaneously with the closing of the IPO.

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6. Sponsor agrees to continue to serve as the Sponsor of the Company until the earlier of the consummation by the Company of a Business Combination or its liquidation.

7. The undersigned’s FINRA Questionnaire previously furnished to the Company and the Representative is true and accurate in all respects.

8. The undersigned represents and warrants that (i) he, she, or it is not subject to, or a respondent in, any legal action for any injunction, cease-and-desist order, or order or stipulation to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction; (ii) he, she, or it has never been convicted of or pleaded guilty to any crime involving any fraud, relating to any financial transaction or handling of funds of another person, or pertaining to any dealings in any securities, and he, she, or it is not currently a defendant in any such criminal proceeding; and (iii) he, she, or it has never been suspended or expelled from membership in any securities or commodities exchange or association, or had a securities or commodities license or registration denied, suspended or revoked.

9. The undersigned agrees that he, she, or it shall not Transfer (as defined below) any securities (“ Securities ”) of the Company beneficially held by him, her, or its, or by his, her, or its Affiliates, other than any Units, or the Offering Shares, Rights or Offering Warrants underlying such Units, purchased in the IPO or in the open market after the IPO, until the earlier of (i) twelve months after the completion of a Business Combination or (ii) the date on which, subsequent to a Business Combination, (x) the last sale price of the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 90 days after a Business Combination or (y) the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property (the “ Lock-up  Period ”). Notwithstanding the foregoing, during the Lock-up Period, Transfers of Securities are permitted to be made (a) to any persons (including their Affiliates and members) participating in the private placement of the private units (as described in the Registration Statement); (b) among the Founders and their affiliates or to the Company’s executive officers, directors or employees; (c) in the case of an entity, as a distribution to its partners, stockholders or members upon its liquidation; (d) in the case of an individual, by a bona fide gift to a member of one of the members of the individual’s immediate family or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, for estate planning purposes; (e) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (f) in the case of an individual, pursuant to a qualified domestic relations order; (g) by pledges to secure obligations incurred in connection with purchases of the Company’s securities; (h) by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the securities were originally purchased; or (i) to the Company for no value for cancellation in connection with the consummation of a Business Combination;  provided,  however , that in any case (other than clause (i)), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions and the other terms described in this Letter Agreement to the extent and for the duration that such terms remain in effect at the time of the Transfer.

10. Notwithstanding the foregoing paragraph 9, each of EarlyBird, the EarlyBird Group, Northland Securities and Northland Investment agrees that during the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, none of them nor any of their Affiliates, may Transfer any Securities beneficially owned by them, other than any Units, or the Offering Shares, Rights or Offering Warrants underlying such Units, purchased in the IPO or in the open market after the IPO. The foregoing sentence shall not apply to the registration of the offer and sale of Units contemplated by the Underwriting Agreement and the sale of the Units to the Underwriters.

11. In the event of the liquidation of the Trust Account, Sponsor (the “ Indemnitor ”) agrees to indemnify and hold harmless the Company against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation, whether pending or threatened, or any claim whatsoever) to which the Company may become subject as a result of any claim by (i) any third party for services rendered or products sold to the Company, or (ii) a prospective target business with which the Company has entered into an acquisition agreement;  provided,  however , that such indemnification of the Company by the Indemnitor shall apply only to the extent necessary to ensure that such claims by a third party for services rendered (other than the Company’s independent public accountants) or products sold to the Company or a target do not reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per share of the Offering Shares, or (ii) such lesser amount per share of the Offering Shares held in the

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Trust Account due to reductions in the value of the trust assets as of the date of the liquidation of the Trust Account, in each case, net of the amount of interest earned on the property in the Trust Account which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account (whether or not such agreement is enforceable) and as to any claims under the Company’s indemnity of the Underwriters against certain liabilities, including liabilities under the Securities Act. In the event that any such executed waiver is deemed to be unenforceable against such third party, the Indemnitor shall not be responsible for any liability as a result of any such third party claims. The Indemnitor shall have the right to defend against any such claim with counsel of its choice reasonably satisfactory to the Company if, within fifteen (15) days following written receipt of notice of the claim to the Indemnitor, the Indemnitor notifies the Company in writing that it shall undertake such defense.

12. The undersigned has full right and power, without violating any agreement by which he, she, or it is bound, to enter into this Letter Agreement.

13. This Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The undersigned hereby (i) agrees that any action, proceeding or claim against him, her or it arising out of or relating in any way to this Letter Agreement (a “ Proceeding ”) shall be brought and enforced in the courts of the State of New York of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive, (ii) waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum, and (iii) irrevocably agrees to appoint Crowell & Moring LLP as agent for the service of process in the State of New York to receive, for the undersigned and on his, her, or its behalf, service of process in any Proceeding. If for any reason such agent is unable to act as such, the undersigned will promptly notify the Company and the Representative and appoint a substitute agent acceptable to each of the Company and the Representative within 30 days and nothing in this Letter Agreement will affect the right of either party to serve process in any other manner permitted by law.

14. As used herein, (i) “ Affiliate ” has the meaning set forth in Rule 144(a)(1) under the Securities Act; (ii) “ Amended and Restated Certificate of Incorporation ” refers to the Amended and Restated Certificate of Incorporation of the Company, as filed with the Secretary of State of the State of Delaware, as the same may be amended from time to time; (iii) a “ Business Combination ” shall mean a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities; (iv) “ Exchange Act ” means the Securities Exchange Act of 1934, as amended; (v) “ Founder ” means Sponsor, EarlyBird, certain affiliates and employees of EarlyBird (together with EarlyBird, the “ EarlyBird Group ”), and Northland Gig2 Investment LLC (“ Northland Investment ”), each of whom hold Founder Shares; (vi) “ Founder Shares ” means shares of Common Stock purchased by each Founder pursuant to amended and restated subscription agreements entered into by and between each Founder and the Company, each dated as of April 29, 2019; (vii) “ Insiders ” means all executive officers and directors of the Company immediately prior to the IPO, as well as the Founders, and any of their Affiliates; (viii) the “ Registration Statement ” shall mean the Registration Statement on Form S-1 filed by the Company with the Securities and Exchange Commission in connection with the IPO, as the same may be amended or supplemented; (ix) “ Securities Act ” means the Securities Act of 1933, as amended; (x) the “ SEC ” means the United States Securities and Exchange Commission; (xi) “ Transfer ” means (a) the sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder with respect to, any security, (b) the entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) the public announcement of any intention to effect any transaction specified in clause (a) or (b); and (xii) “ Trust Account ” means the trust account into which a portion of the net proceeds of the Company’s IPO will be deposited.

15. This Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement may not be changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision, except by a written instrument executed by all parties hereto.

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16. The undersigned acknowledges and understands that the Underwriters and the Company will rely upon the agreements, representations and warranties set forth herein in proceeding with the IPO. Nothing contained herein shall be deemed to render the Underwriters a representative of, or a fiduciary with respect to, the Company, its stockholders or any creditor or vendor of the Company with respect to the subject matter hereof.

17. This Letter Agreement shall be binding on the undersigned and such person’s respective successors, heirs, personal representatives and assigns. This Letter Agreement shall terminate on the earlier of (i) the Company’s consummation of a Business Combination, or (ii) the liquidation of the Company;  provided , that such termination shall not relieve the undersigned from liability for any breach of this agreement prior to its termination.

18. This Letter Agreement may be executed in one or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other party, it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or any other form of electronic delivery, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.

[Signature page to follow]

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Signature page to Insider Letter (Founders)

Accepted and agreed this 5th day of June, 2019.

Signature page to Insider Letter (Founders)

Exhibit 10.2

June 5, 2019

GigCapital2, Inc.

2479 E. Bayshore Rd., Suite 200

Palo Alto, CA 94303

EarlyBirdCapital, Inc.

366 Madison Avenue, 8 ^th  Floor

New York, New York 10017

        Re: Initial Public Offering

Ladies and Gentlemen:

This letter agreement (this “ Letter Agreement ”) is being delivered to you in accordance with the Underwriting Agreement (the “ Underwriting Agreement ”) entered into by and between GigCapital2, Inc., a Delaware corporation (the “ Company ”), and EarlyBirdCapital, Inc. (“ EarlyBird ”), as representative (the “ Representative ”) of the several Underwriters named therein (the “ Underwriters ”), relating to an underwritten initial public offering (the “ IPO ”) of the Company’s units (the “ Units ”), each consisting of one share of the Company’s common stock, par value $0.0001 per share (“ Common Stock ” and such shares included in the Units, “ Offering Shares ”), one right to receive one twentieth (1/20) of one share of Common Stock (the “ Right ”) and one warrant to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment (the warrants included in the Units sold, the “ Offering Warrants ”). Capitalized terms used herein but not defined in context are defined in paragraph 12 hereof.

In order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO, and in recognition of the benefit that such IPO will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of the undersigned individuals, being an executive officer or director of the Company and signing this Letter Agreement in his or her personal capacity and not on behalf of the Company, hereby agrees with the Company as follows:

1. With respect to stockholder votes and associated conversion rights,

(a) if the Company solicits stockholder approval of a Business Combination via a proxy solicitation, then the undersigned will vote all shares of then outstanding Common Stock beneficially owned by him in favor of such Business Combination;  provided , that (i) the undersigned acknowledges and agrees that prior to entering into a Business Combination with a target business that is affiliated with any Insiders, such transaction must be approved by a majority of the Company’s disinterested independent directors and the Company must obtain an opinion from an independent investment banking firm, or another independent entity that commonly renders valuation opinions on the type of target business the Company is seeking to acquire, that such Business Combination is fair to the Company’s unaffiliated stockholders from a financial point of view, and (ii) no Insider will be entitled to receive or accept a finder’s fee or any other compensation in the event such Insider originates a Business Combination;

(b) the undersigned hereby agrees not to propose for a stockholder approval any amendment to the Amended and Restated Certificate of Incorporation that would (i) affect the substance or timing of the Company’s obligation to redeem 100% of the Offering Shares if the Company does not complete a Business Combination within 18 months of the closing of the IPO , or (ii) alter its provisions relating to the Company’s pre-Business Combination activity or the related stockholders’ rights, unless the Company provides the holders of any Offering Shares with the opportunity to redeem their Offering Shares upon the approval of any such amendment. Such redemption must be at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest (net of taxes payable), divided by the number of then outstanding Offering Shares; and

(c) the undersigned will not redeem any shares of Common Stock beneficially owned by him in connection with a solicitation for stockholder approval described in either of clauses (a) or (b) above, or sell any such shares of Common Stock in a tender offer undertaken by the Company in connection with a Business Combination.

2. If the Company fails to consummate a Business Combination within 18 months of the completion of the IPO, or such other time period as may be set forth in the Amended and Restated Certificate of Incorporation, the undersigned will cause the Company to (i) as promptly as possible, cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than 10 business days thereafter, redeem the Offering Shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the Trust Account (net of taxes payable and up to $100,000 for dissolution expenses), divided by the number of then outstanding Offering Shares, which redemption will completely extinguish the holders’ rights as stockholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in the cases of clauses (ii) and (iii) to the Company’s obligations under Delaware law to provide for claims of creditors and other requirements of applicable law.

3. The undersigned hereby waives any and all right, title, interest or claim of any kind the undersigned may have in the future in or to any distribution of the Trust Account and any remaining assets of the Company as a result of, or arising out of, any contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever;  provided,  that the foregoing waiver shall not apply with respect to liquidating distributions from the Trust Account made in connection with any Offering Shares purchased by the undersigned or its Affiliates during the IPO or on the open market after the completion of the IPO if the Company fails to complete a Business Combination within 18 months of the completion of the IPO. The undersigned acknowledges and agrees that there will be no distribution from the Trust Account with respect to any of the Rights or Offering Warrants, all rights of which will terminate upon the Company’s liquidation.

4. In order to minimize potential conflicts of interest that may arise from multiple corporate affiliations,

(a) the undersigned shall present to the Company for its consideration, prior to presentation to any other entity, any target business that has a fair market value of at least 80% of the assets held in the Trust Account (excluding taxes payable on interest earned), subject to any pre-existing fiduciary or contractual obligations the undersigned might have; and

(b) the undersigned hereby acknowledges and agrees that (i) each of the Underwriters and the Company may be irreparably injured in the event of a breach of any of the obligations contained in this Letter Agreement, (ii) monetary damages may not be an adequate remedy for such breach, and (iii) the non-breaching party shall be entitled to injunctive relief, in addition to any other remedy that such party may have in law or in equity, in the event of such breach.

5. Neither the undersigned nor any of their Affiliates will be entitled to receive, and none of them may accept, any compensation or other cash payment prior to, or for services rendered in order to effectuate, the consummation of the Business Combination, except for the following:

(a) GigAcquisitions2, LLC, a Delaware limited liability company (“ Sponsor ”), an Affiliate of Dr. Katz, and its Affiliates may receive compensation for administrative services and office space, as provided for under that certain Administrative Services Agreement between the Company and GigFounders, LLC dated as of March 20, 2019;

(b) Sponsor may receive amounts due, if any, under that certain promissory note in the aggregate principal amount of $99,937, dated March 12, 2019, issued by the Company in favor of Sponsor;

(c) Ms. McDonough may receive compensation for her services as Vice President and Chief Financial Officer of the Company, as provided for under that certain Strategic Services Agreement with the Company dated as of March 20, 2019;

(d) Ms. McDonough may receive an aggregate of 5,000 shares of Common Stock in connection with her services as Vice President and Chief Financial Officer; and

(e) any of the undersigned may receive reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on behalf of the Company, such as identifying and investigating possible business targets and business combinations, as well as advisory fees to directors pertaining to board committee service and extraordinary administrative and analytical services, and repayment upon consummation of a Business Combination of any loans which may be made by them or by their Affiliates to finance transaction costs in connection with an intended Business Combination. While the terms of any such loans have not been determined nor have any written agreements been executed with respect thereto, it is acknowledged and agreed that up to $1,500,000 of any such loans may be convertible into units of the post-business combination entity at a price of $10.00 per unit at the option of the lender.

6. The undersigned agrees to continue to serve in his or her current capacity as an executive officer and/or director of the Company until the earlier of the consummation by the Company of a Business Combination or its liquidation. The biographical information of the undersigned previously furnished to the Company and the Representative is true and accurate in all respects, does not omit any material information with respect to the undersigned’s background and contains all of the information required to be disclosed pursuant to Item 401 of Regulation S-K, promulgated under the Securities Act. The undersigned’s FINRA Questionnaire previously furnished to the Company and the Representative is also true and accurate in all respects.

7. The undersigned represents and warrants that (i) he or she is not subject to, or a respondent in, any legal action for any injunction, cease-and-desist order, or order or stipulation to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction; (ii) he or she has never been convicted of or pleaded guilty to any crime involving any fraud, relating to any financial transaction or handling of funds of another person, or pertaining to any dealings in any securities and he or she is not currently a defendant in any such criminal proceeding; and (iii) he or she has never been suspended or expelled from membership in any securities or commodities exchange or association, or had a securities or commodities license or registration denied, suspended or revoked.

8. The undersigned agrees that he or she shall not Transfer (as defined below) any securities (“ Securities ”) of the Company held by him or by his or her Affiliates, other than any Units, or the Offering Shares, Rights or Offering Warrants underlying such Units, purchased in the IPO or in the open market after the IPO, until the earlier of (i) twelve months after the completion of a Business Combination or (ii) the date on which, subsequent to a Business Combination, (x) the last sale price of the Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 90 days after a Business Combination, or (y) the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property (the “ Lock-up  Period ”). Notwithstanding the foregoing, during the Lock-up Period, Transfers of Securities are permitted to be made (a) to any persons (including their Affiliates and members) participating in the private placement of the private units (as described in the Registration Statement); (b) among the Insiders or to the Company’s executive officers, directors or employees; (c) in the case of an entity, as a distribution to its partners, stockholders or members upon its liquidation; (d) in the case of an individual, by a bona fide gift to a member of one of the members of the individual’s immediate family or to a trust, the beneficiary of which is a member of one of the individual’s immediate family; (e) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (f) in the case of an individual, pursuant to a qualified domestic relations order; (g) by pledges to secure obligations incurred in connection with purchases of the Company’s securities; (h) by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the securities were originally purchased; or (i) to the Company for no value for cancellation in connection with the consummation of a Business Combination;  provided,  however , that in any case (other than clause (i)), these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions and the other terms described in this Letter Agreement to the extent and for the duration that such terms remain in effect at the time of the Transfer.

9. Notwithstanding the foregoing paragraph 8, each of the undersigned agrees that during the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, none of them nor any of their Affiliates, may Transfer any Securities beneficially owned by them, other than any Units, or the Offering Shares, Rights or Offering Warrants underlying such Units, purchased in the IPO or in the open market after the IPO. The foregoing sentence shall not apply to the registration of the offer and sale of Units contemplated by the Underwriting Agreement and the sale of the Units to the Underwriters.

10. The undersigned has full right and power, without violating any agreement by which he or she is bound, to enter into this Letter Agreement and to serve as an executive officer and/or director of the Company.

11. This Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The undersigned hereby (i) agrees that any action, proceeding or claim against him arising out of or relating in any way to this Letter Agreement (a “ Proceeding ”) shall be brought and enforced in the courts of the State of New York of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive, (ii) waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum, and (iii) irrevocably agrees to appoint Crowell & Moring LLP as agent for the service of process in the State of New York to receive, for the undersigned and on his or her behalf, service of process in any Proceeding. If for any reason such agent is unable to act as such, the undersigned will promptly notify the Company and the Representative and appoint a substitute agent acceptable to each of the Company and the Representative within 30 days and nothing in this Letter Agreement will affect the right of either party to serve process in any other manner permitted by law.

12. As used herein, (i) “ Affiliate ” has the meaning set forth in Rule 144(a)(1) under the Securities Act; (ii) “ Amended and Restated Certificate of Incorporation ” refers to the Amended and Restated Certificate of Incorporation of the Company, as filed with the Secretary of State of the State of Delaware, as the same may be amended from time to time; (iii) a “ Business Combination ” shall mean a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities; (iv) “ Exchange Act ” means the Securities Exchange Act of 1934, as amended; (v) “ Insiders ” means all executive officers and directors of the Company immediately prior to the IPO, as well as GigAcquisitions2, LLC, a Delaware limited liability company, EarlyBird, certain affiliates and employees of EarlyBird (together with EarlyBird, the “ EarlyBird Group ”), and Northland Gig2 Investment LLC (“ Northland Investment ”) and any of their Affiliates; (vi) the “ Registration Statement ” shall mean the Registration Statement on Form S-1 filed by the Company with the Securities and Exchange Commission in connection with the IPO, as the same may be amended or supplemented; (vii) “ Securities Act ” means the Securities Act of 1933, as amended; (viii) the “ SEC ” means the United States Securities and Exchange Commission; (ix) “ Transfer ” means (a) the sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder with respect to any security, (b) the entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) the public announcement of any intention to effect any transaction specified in clause (a) or (b); and (x) “ Trust Account ” means the trust account into which a portion of the net proceeds of the Company’s IPO will be deposited.

13. This Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement may not be changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision, except by a written instrument executed by all parties hereto.

14. The undersigned acknowledges and understands that the Underwriters and the Company will rely upon the agreements, representations and warranties set forth herein in proceeding with the IPO. Nothing contained herein shall be deemed to render the Underwriters a representative of, or a fiduciary with respect to, the Company, its stockholders or any creditor or vendor of the Company with respect to the subject matter hereof.

15. This Letter Agreement shall be binding on the undersigned and such person’s respective successors, heirs, personal representatives and assigns. This Letter Agreement shall terminate on the earlier of (i) the Company’s consummation of a Business Combination, or (ii) the liquidation of the Company;  provided , that such termination shall not relieve the undersigned from liability for any breach of this agreement prior to its termination.

16. This Letter Agreement may be executed in one or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other party, it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or any other form of electronic delivery, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.

[Signature Page Follows]

Signature page to Insider Letter (Executive Officers and Directors)

Exhibit 10.3

UNIT PURCHASE AGREEMENT

THIS UNIT PURCHASE AGREEMENT, dated as of June 5, 2019 (as it may from time to time be amended and including all exhibits referenced herein, this “ Agreement ”), is entered into by and between GigCapital2, Inc., a Delaware corporation (the “ Company ”), and GigAcquisitions2, LLC, a Delaware limited liability company (the “ Purchaser ”).

WHEREAS, the Company intends to consummate an underwritten initial public offering (the “ Public Offering ”) of 15,000,000 units (“ Public Units ”), with each such unit consisting 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 “ Right(s) ”) and one warrant to purchase one share of Common Stock at an exercise price of $11.50 per share;

WHEREAS, the underwriters engaged for the Public Offering have the option to purchase up to an additional 2,250,000 Public Units within 45-days of the closing of the Public Offering, solely to cover over-allotments (the “ Over-Allotment Option ”);

WHEREAS, the Purchaser wishes to purchase 417,500 units, or up to 481,250 units if the Over-Allotment Option is exercised in full (the “ Private Units ”), in a private placement, as provided herein;

NOW THEREFORE, in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows:

AGREEMENT

Section 1. Authorization, Purchase and Sale; Terms of the Private Units.

A.  Authorization of the Private Units . The Company has duly authorized the issuance and sale of the Private Units to the Purchaser, and the issuance and sale of the securities underlying the Private Units, including the shares of Common Stock included in the Private Units, the warrants included in the Private Units (the “ Private Warrants ”), the Rights included in the Private Units (the “ Private Rights ”), and the shares of Common Stock underlying the Private Rights, as well as, upon proper exercise of the Private Warrants and against payment therefor, the shares of Common Stock underlying the Private Warrants, (the aforenamed securities, collectively, the “ Securities ”).

B.  Purchase and Sale of the Private Units .

(i) As payment in full for an initial tranche of 417,500 units (the “ Initial Private Units ”) being purchased under this Agreement, Purchaser shall pay $4,175,000 (the “ Purchase Price ”), by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the trust account (the  “Trust Account” ) at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, at least one (1) business day prior to the date of effectiveness of the Registration Statement on Form S-1 to be filed in connection with the Public Offering (the “ Registration Statement ”).

(ii) In the event that the Over-Allotment Option is exercised in full or in part, Purchaser shall purchase up to an additional 63,750 units (the “ Additional Private Units ”), in the same proportion as the amount of the Over-Allotment Option that is exercised, and simultaneously with such purchase of Additional Private Units, as payment in full for the Additional Private Units being purchased hereunder,

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and at least one (1) business day prior to the closing of all or any portion of the Over-Allotment Option, Purchaser shall pay $10.00 per Additional Private Unit, up to an aggregate amount of $637,500 by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the Trust Account.

(iii) The closing of the purchase and sale of the Initial Private Units shall take place simultaneously with the closing of the Public Offering (the “ Initial Closing Date ”). The closing of the purchase and sale of the Additional Private Units, if applicable, shall take place simultaneously with the closing of all or any portion of the Over-Allotment Option (such closing date, together with the Initial Closing Date, the “ Closing Dates ” and each, a “ Closing Date ”). The closings of the purchase and sale of the Initial Private Units and the Additional Private Units shall take place at the offices of Crowell & Moring LLP, 3 Embarcadero Center, San Francisco, CA 94111, or such other place as may be agreed upon by the parties hereto.

C.  Description of the Private Units .

(i) Each Private Unit shall include one share of Common Stock, one Private Right and one Private Warrant. Each Private Warrant shall entitle the holder to purchase one share of Common Stock at a purchase price of $11.50 per share;

(ii) The Private Warrants shall have their terms set forth in a warrant agreement (the “ Warrant Agreement ”) to be entered into by the Company and Continental Stock Transfer & Trust Company, acting as warrant agent, in connection with the Public Offering;

(iii) The Rights shall have their terms set forth in a right agreement (the “ Right Agreement ”) to be entered into by the Company and Continental Stock Transfer & Trust Company, acting as rights agent in connection with the Public Offering.

(iv) At or prior to the time of the Initial Closing Date, the Company and the Purchaser shall enter into a registration rights agreement (the “ Registration Rights Agreement ”) pursuant to which the Company shall grant certain registration rights to the Purchaser relating to the shares of Common Stock included in the Private Units, the shares of Common Stock underlying the Private Warrants, and the shares of Common Stock underlying the Private Rights.

Section  2. Representations and Warranties of the Company.  As a material inducement to the Purchaser to enter into this Agreement and purchase the Private Units, including the underlying Securities, the Company hereby represents and warrants to the Purchaser that:

A.  Organization and Corporate Power . The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement, the Warrant Agreement and the Right Agreement.

B.  Authorization; No Breach .

(i) The execution, delivery and performance of this Agreement and the transactions contemplated hereby has been duly authorized by the Company as of the Closing Dates. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the

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Private Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing Dates. Upon issuance in accordance with, and payment pursuant to, the terms of the Right Agreement and this Agreement, the Private Rights will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing Dates.

(ii) The execution and delivery by the Company of this Agreement, and the fulfillment of, and compliance with, the respective terms hereof by the Company, do not and will not as of the Closing Dates (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s capital stock or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the certificate of incorporation or the bylaws of the Company (each, as in effect on the date hereof or as may be amended prior to completion of the Public Offering), or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under United States federal or state securities laws.

C.  Title to Securities . Upon issuance in accordance with, and payment pursuant to, the terms hereof and, as applicable, the terms of the Warrant Agreement and the Right Agreement, the Private Units, including the underlying Securities, will be duly and validly issued, fully paid and non-assessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and, as applicable, the terms of the Warrant Agreement and the Right Agreement, the Purchaser will have good title to the Private Units, including the underlying Securities, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.

D.  Governmental Consents . No permit, consent, approval or authorization of, or declaration to or filing with, any governmental authority is required in connection with the execution, delivery and performance by the Company of this Agreement or the consummation by the Company of any other transactions contemplated hereby.

Section  3. Representations and Warranties of the Purchaser.  As a material inducement to the Company to enter into this Agreement and issue and sell the Private Units, including the underlying Securities, to the Purchaser, the Purchaser hereby represents and warrants to the Company that:

A.  Organization and Power . The Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Purchaser possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement, the Warrant Agreement and the Right Agreement.

B.  Authorization; No Breach .

(i) This Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law).

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(ii) The execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser does not and shall not as of the Closing Dates conflict with or result in a breach by the Purchaser of the terms, conditions or provisions of any agreement, instrument, order, judgment or decree to which the Purchaser is subject.

C.  Investment Representations .

(i) The Purchaser is acquiring the Private Units, including the underlying Securities, for the Purchaser’s own account, for investment purposes only and not with a view towards, or for resale in connection with, any public sale or distribution thereof.

(ii) The Purchaser is an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D.

(iii) The Purchaser understands that the Private Units, including the underlying Securities, are being offered and will be sold to it in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations and warranties of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Private Units and the underlying Securities.

(iv) The Purchaser did not enter into this Agreement as a result of any general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act of 1933, as amended (the “ Securities Act ”).

(v) The Purchaser has been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Private Units, including the underlying Securities, which have been requested by the Purchaser. The Purchaser has been afforded the opportunity to ask questions of the executive officers and directors of the Company. The Purchaser understands that its investment in the Private Units, and the underlying Securities, involves a high degree of risk and it has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to the acquisition of the Private Units and the underlying Securities.

(vi) The Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Private Units, or the underlying Securities, or the fairness or suitability of the investment in the Private Units, or the underlying Securities, by the Purchaser nor have such authorities passed upon or endorsed the merits of the offering of the Private Units, including the underlying Securities.

(vii) The Purchaser understands that: (a) the Private Units and the underlying Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (1) subsequently registered thereunder or (2) sold in reliance on an exemption therefrom; and (b) except as specifically set forth in the Registration Rights Agreement, neither the Company nor any other person is under any obligation to register the Private Units or the underlying Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

(viii) The Purchaser has such knowledge and experience in financial and business matters, knowledge of the high degree of risk associated with investments in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and risks of an investment in

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the Securities and is able to bear the economic risk of an investment in the Private Units, including the underlying Securities, in the amount contemplated hereunder for an indefinite period of time. The Purchaser has adequate means of providing for its current financial needs and contingencies and will have no current or anticipated future needs for liquidity which would be jeopardized by the investment in the Private Units or the underlying Securities. The Purchaser can afford a complete loss of its investments in the Private Units and the underlying Securities.

Section  4. Conditions of the Purchaser’s Obligations.  The obligations of the Purchaser to purchase and pay for the Private Units are subject to the fulfillment, on or before the Closing Dates, of each of the following conditions:

A.  Representations and Warranties . The representations and warranties of the Company contained in Section 2 shall be true and correct at and as of the Closing Dates as though then made.

B.  Performance . The Company shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before the Closing Dates.

C.  No Injunction . No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement, the Warrant Agreement or the Right Agreement.

D.  Warrant Agreement . The Company shall have entered into a Warrant Agreement with Continental Stock Transfer and Trust Company, as warrant agent, on terms satisfactory to the Purchaser.

E. Right Agreement . The Company shall have entered into a Right Agreement with Continental Stock Transfer and Trust Company, as rights agent, on terms satisfactory to the Purchaser.

F. Insider Letter . The Company shall have entered into a letter (the “ Insider Letter ”) by and among the Purchaser, the Company and certain other parties, setting forth certain voting agreements, restrictions on transfer (the “ Lock-up s”) and other agreements applicable to the Securities, the terms of which shall be satisfactory to the Purchaser.

Section  5. Conditions of the Company’s Obligations.  The obligations of the Company to the Purchaser under this Agreement are subject to the fulfillment, on or before the Closing Dates, of each of the following conditions:

A.  Representations and Warranties . The representations and warranties of the Purchaser contained in Section 3 shall be true and correct at and as of the Closing Dates as though then made.

B.  Performance . The Purchaser shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by the Purchaser on or before the Closing Dates.

C.  No Injunction . No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement, the Warrant Agreement or the Right Agreement.

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D.  Warrant Agreement and Registration Rights Agreement . The Company shall have entered into a Warrant Agreement with Continental Stock Transfer and Trust Company, as warrant agent, and the Registration Rights Agreement, each on terms satisfactory to the Company.

E. Right Agreement . The Company shall have entered into a Right Agreement with Continental Stock Transfer and Trust Company, as rights agent, on terms satisfactory to the Company.

F. Insider Letter . The Purchaser shall have entered into an Insider Letter setting forth certain voting agreements, Lock-ups and other agreements applicable to the Securities, the terms of which shall be satisfactory to the Company.

Section 6. Lock-ups.  The Purchaser acknowledges that the Securities will be subject to the Lock-ups contained in the Insider Letter.

Section  7. Termination.  This Agreement may be terminated by the Company at any time after June 30, 2019 upon written notice to the Purchaser if the closing of the Public Offering does not occur prior to such date.

Section  8. Survival of Representations and Warranties.  All of the representations and warranties contained herein shall survive the Closing Dates.

Section  9. Definitions.  Terms used but not otherwise defined in this Agreement shall have the meaning assigned to such terms in the Registration Statement.

Section 10. Miscellaneous.

A.  Successors and Assigns . Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors of the parties hereto whether so expressed or not. Notwithstanding the foregoing or anything to the contrary herein, the parties may not assign this Agreement, other than assignments by the Purchaser to affiliates thereof.

B.  Severability . Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.

C.  Counterparts . This Agreement may be executed simultaneously in two or more counterparts, none of which need contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same agreement.

D.  Descriptive Headings; Interpretation . The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive part of this Agreement. The use of the word “including” in this Agreement shall be by way of example rather than by limitation.

E.  Governing Law . This Agreement shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the internal laws of the State of New York.

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F.  Amendments . This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by all parties hereto.

[Signature page to follow]

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IN WITNESS WHEREOF , the parties hereto have executed this Agreement to be effective as of the date first set forth above.

Signature page to Unit Purchase Agreement (GigAcquisitions2, LLC)

Exhibit 10.4

UNIT PURCHASE AGREEMENT

THIS UNIT PURCHASE AGREEMENT, dated as of June 5, 2019 (as it may from time to time be amended and including all exhibits referenced herein, this “ Agreement ”), is entered into by and between GigCapital2, Inc., a Delaware corporation (the “ Company ”), and EarlyBirdCapital, Inc., a Delaware corporation (the “ Purchaser ”).

WHEREAS, the Company intends to consummate an underwritten initial public offering (the “ Public Offering ”) of 15,000,000 units (“ Public Units ”), with each such unit consisting 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 “ Right(s) ”) and one warrant to purchase one share of Common Stock at an exercise price of $11.50 per share;

WHEREAS, the underwriters engaged for the Public Offering have the option to purchase up to an additional 2,250,000 Public Units within 45-days of the closing of the Public Offering, solely to cover over-allotments (the “ Over-Allotment Option ”);

WHEREAS, the Purchaser wishes to purchase 26,000 units, or up to 29,900 units if the Over-Allotment Option is exercised in full (the “ Private Units ”), in a private placement, as provided herein;

NOW THEREFORE, in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows:

AGREEMENT

Section 1. Authorization, Purchase and Sale; Terms of the Private Units.

A.  Authorization of the Private Units . The Company has duly authorized the issuance and sale of the Private Units to the Purchaser, and the issuance and sale of the securities underlying the Private Units, including the shares of Common Stock included in the Private Units, the warrants included in the Private Units (the “ Private Warrants ”), the Rights included in the Private Units (the “ Private Rights ”), and the shares of Common Stock underlying the Private Rights, as well as, upon proper exercise of the Private Warrants and against payment therefor, the shares of Common Stock underlying the Private Warrants, (the aforenamed securities, collectively, the “ Securities ”).

B.  Purchase and Sale of the Private Units .

(i) As payment in full for an initial tranche of 26,000 units (the “ Initial Private Units ”) being purchased under this Agreement, Purchaser shall pay $260,000 (the “ Purchase Price ”), by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the trust account (the  “Trust Account” ) at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, at least one (1) business day prior to the date of effectiveness of the Registration Statement on Form S-1 to be filed in connection with the Public Offering (the “ Registration Statement ”).

(ii) In the event that the Over-Allotment Option is exercised in full or in part, Purchaser shall purchase up to an additional 3,900 units (the “ Additional Private Units ”), in the same proportion as the amount of the Over-Allotment Option that is exercised, and simultaneously with such purchase of Additional Private Units, as payment in full for the Additional Private Units being purchased hereunder,

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and at least one (1) business day prior to the closing of all or any portion of the Over-Allotment Option, Purchaser shall pay $10.00 per Additional Private Unit, up to an aggregate amount of $39,000 by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the Trust Account.

(iii) The closing of the purchase and sale of the Initial Private Units shall take place simultaneously with the closing of the Public Offering (the “ Initial Closing Date ”). The closing of the purchase and sale of the Additional Private Units, if applicable, shall take place simultaneously with the closing of all or any portion of the Over-Allotment Option (such closing date, together with the Initial Closing Date, the “ Closing Dates ” and each, a “ Closing Date ”). The closings of the purchase and sale of the Initial Private Units and the Additional Private Units shall take place at the offices of Crowell & Moring LLP, 3 Embarcadero Center, San Francisco, CA 94111, or such other place as may be agreed upon by the parties hereto.

C.  Description of the Private Units .

(i) Each Private Unit shall include one share of Common Stock, one Private Right and one Private Warrant. Each Private Warrant shall entitle the holder to purchase one share of Common Stock at a purchase price of $11.50 per share.

(ii) The Private Warrants shall have their terms set forth in a warrant agreement (the “ Warrant Agreement ”) to be entered into by the Company and Continental Stock Transfer & Trust Company, acting as warrant agent, in connection with the Public Offering.

(iii) The Rights shall have their terms set forth in a right agreement (the “ Right Agreement ”) to be entered into by the Company and Continental Stock Transfer & Trust Company, acting as rights agent in connection with the Public Offering.

(iv) At or prior to the time of the Initial Closing Date, the Company and the Purchaser shall enter into a registration rights agreement (the “ Registration Rights Agreement ”) pursuant to which the Company shall grant certain registration rights to the Purchaser relating to the shares of Common Stock included in the Private Units, the shares of Common Stock underlying the Private Warrants, and the shares of Common Stock underlying the Private Rights.

(v) Private Warrants and Private Rights held by Purchaser shall expire and not be exercisable or convertible, as applicable, on the date immediately following the fifth anniversary of the effective date of the Registration Statement.

Section  2. Representations and Warranties of the Company.  As a material inducement to the Purchaser to enter into this Agreement and purchase the Private Units, including the underlying Securities, the Company hereby represents and warrants to the Purchaser that:

A.  Organization and Corporate Power . The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement, the Warrant Agreement and the Right Agreement.

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B.  Authorization; No Breach .

(i) The execution, delivery and performance of this Agreement and the transactions contemplated hereby has been duly authorized by the Company as of the Closing Dates. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing Dates. Upon issuance in accordance with, and payment pursuant to, the terms of the Right Agreement and this Agreement, the Private Rights will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing Dates.

(ii) The execution and delivery by the Company of this Agreement, and the fulfillment of, and compliance with, the respective terms hereof by the Company, do not and will not as of the Closing Dates (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s capital stock or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the certificate of incorporation or the bylaws of the Company (each, as in effect on the date hereof or as may be amended prior to completion of the Public Offering), or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under United States federal or state securities laws.

C.  Title to Securities . Upon issuance in accordance with, and payment pursuant to, the terms hereof and, as applicable, the terms of the Warrant Agreement and the Right Agreement, the Private Units, including the underlying Securities, will be duly and validly issued, fully paid and non-assessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and, as applicable, the terms of the Warrant Agreement and the Right Agreement, the Purchaser will have good title to the Private Units, including the underlying Securities, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.

D.  Governmental Consents . No permit, consent, approval or authorization of, or declaration to or filing with, any governmental authority is required in connection with the execution, delivery and performance by the Company of this Agreement or the consummation by the Company of any other transactions contemplated hereby.

Section  3. Representations and Warranties of the Purchaser.  As a material inducement to the Company to enter into this Agreement and issue and sell the Private Units, including the underlying Securities, to the Purchaser, the Purchaser hereby represents and warrants to the Company that:

A.  Organization and Power . The Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Purchaser possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement, the Warrant Agreement and the Right Agreement.

B.  Authorization; No Breach .

(i) This Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law).

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(ii) The execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser does not and shall not as of the Closing Dates conflict with or result in a breach by the Purchaser of the terms, conditions or provisions of any agreement, instrument, order, judgment or decree to which the Purchaser is subject.

C.  Investment Representations .

(i) The Purchaser is acquiring the Private Units, including the underlying Securities, for the Purchaser’s own account, for investment purposes only and not with a view towards, or for resale in connection with, any public sale or distribution thereof.

(ii) The Purchaser is an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D.

(iii) The Purchaser understands that the Private Units, including the underlying Securities, are being offered and will be sold to it in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations and warranties of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Private Units and the underlying Securities.

(iv) The Purchaser did not enter into this Agreement as a result of any general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act of 1933, as amended (the “ Securities Act ”).

(v) The Purchaser has been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Private Units, including the underlying Securities, which have been requested by the Purchaser. The Purchaser has been afforded the opportunity to ask questions of the executive officers and directors of the Company. The Purchaser understands that its investment in the Private Units, and the underlying Securities, involves a high degree of risk and it has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to the acquisition of the Private Units and the underlying Securities.

(vi) The Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Private Units, or the underlying Securities, or the fairness or suitability of the investment in the Private Units, or the underlying Securities, by the Purchaser nor have such authorities passed upon or endorsed the merits of the offering of the Private Units, including the underlying Securities.

(vii) The Purchaser understands that: (a) the Private Units and the underlying Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (1) subsequently registered thereunder or (2) sold in reliance on an exemption therefrom; and (b) except as specifically set forth in the Registration Rights Agreement, neither the Company nor any other person is under any obligation to register the Private Units or the underlying Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

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(viii) The Purchaser has such knowledge and experience in financial and business matters, knowledge of the high degree of risk associated with investments in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and risks of an investment in the Securities and is able to bear the economic risk of an investment in the Private Units, including the underlying Securities, in the amount contemplated hereunder for an indefinite period of time. The Purchaser has adequate means of providing for its current financial needs and contingencies and will have no current or anticipated future needs for liquidity which would be jeopardized by the investment in the Private Units or the underlying Securities. The Purchaser can afford a complete loss of its investments in the Private Units and the underlying Securities.

Section  4. Conditions of the Purchaser’s Obligations.  The obligations of the Purchaser to purchase and pay for the Private Units are subject to the fulfillment, on or before the Closing Dates, of each of the following conditions:

A.  Representations and Warranties . The representations and warranties of the Company contained in Section 2 shall be true and correct at and as of the Closing Dates as though then made.

B.  Performance . The Company shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before the Closing Dates.

C.  No Injunction . No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement, the Warrant Agreement or the Right Agreement.

D.  Warrant Agreement . The Company shall have entered into a Warrant Agreement with Continental Stock Transfer and Trust Company, as warrant agent, on terms satisfactory to the Purchaser.

E. Right Agreement . The Company shall have entered into a Right Agreement with Continental Stock Transfer and Trust Company, as rights agent, on terms satisfactory to the Purchaser.

F. Insider Letter . The Company shall have entered into a letter (the “ Insider Letter ”) by and among the Purchaser, the Company and certain other parties, setting forth certain voting agreements, restrictions on transfer (the “ Lock-up s”) and other agreements applicable to the Securities, the terms of which shall be satisfactory to the Purchaser.

Section  5. Conditions of the Company’s Obligations.  The obligations of the Company to the Purchaser under this Agreement are subject to the fulfillment, on or before the Closing Dates, of each of the following conditions:

A.  Representations and Warranties . The representations and warranties of the Purchaser contained in Section 3 shall be true and correct at and as of the Closing Dates as though then made.

B.  Performance . The Purchaser shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by the Purchaser on or before the Closing Dates.

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C.  No Injunction . No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement, the Warrant Agreement or the Right Agreement.

D.  Warrant Agreement and Registration Rights Agreement . The Company shall have entered into a Warrant Agreement with Continental Stock Transfer and Trust Company, as warrant agent, and the Registration Rights Agreement, each on terms satisfactory to the Company.

E. Right Agreement . The Company shall have entered into a Right Agreement with Continental Stock Transfer and Trust Company, as rights agent, on terms satisfactory to the Company.

F. Insider Letter . The Purchaser shall have entered into an Insider Letter setting forth certain voting agreements, Lock-ups and other agreements applicable to the Securities, the terms of which shall be satisfactory to the Company.

Section 6. Lock-ups.  The Purchaser acknowledges that the Securities will be subject to the Lock-ups contained in the Insider Letter. Additionally, the Purchaser acknowledges that the Private Units, including the underlying Securities, will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the date of effectiveness of the Registration Statement or commencement of sales of the Public Offering, subject to certain limited exceptions, pursuant to Rule 5110(g)(1) of the FINRA Manual. Accordingly, the Private Units, including the underlying Securities, may not be sold, transferred, assigned, pledged or hypothecated for 180 days immediately following the effective date of the Registration Statement except to any underwriter or selected dealer participating in the Public Offering and the bona fide officers or partners of the Purchaser and any such participating underwriter or selected dealer nor may they be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person during such 180-day period.

Section  7. Termination.  This Agreement may be terminated by the Company at any time after June 30, 2019 upon written notice to the Purchaser if the closing of the Public Offering does not occur prior to such date.

Section  8. Survival of Representations and Warranties.  All of the representations and warranties contained herein shall survive the Closing Dates.

Section  9. Definitions.  Terms used but not otherwise defined in this Agreement shall have the meaning assigned to such terms in the Registration Statement.

Section 10. Miscellaneous.

A.  Successors and Assigns . Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors of the parties hereto whether so expressed or not. Notwithstanding the foregoing or anything to the contrary herein, the parties may not assign this Agreement, other than assignments by the Purchaser to affiliates thereof.

B.  Severability . Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.

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C.  Counterparts . This Agreement may be executed simultaneously in two or more counterparts, none of which need contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same agreement.

D.  Descriptive Headings; Interpretation . The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive part of this Agreement. The use of the word “including” in this Agreement shall be by way of example rather than by limitation.

E.  Governing Law . This Agreement shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the internal laws of the State of New York.

F.  Amendments . This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by all parties hereto.

[Signature page to follow]

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IN WITNESS WHEREOF , the parties hereto have executed this Agreement to be effective as of the date first set forth above.

Signature page to Unit Purchase Agreement (EarlyBird Capital Inc.)

Exhibit 10.5

UNIT PURCHASE AGREEMENT

THIS UNIT PURCHASE AGREEMENT, dated as of June 5, 2019 (as it may from time to time be amended and including all exhibits referenced herein, this “ Agreement ”), is entered into by and between GigCapital2, Inc., a Delaware corporation (the “ Company ”), and Northland Gig 2 Investment LLC, a Delaware limited liability company (the “ Purchaser ”).

WHEREAS, the Company intends to consummate an underwritten initial public offering (the “ Public Offering ”) of 15,000,000 units (“ Public Units ”), with each such unit consisting 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 “ Right(s) ”) and one warrant to purchase one share of Common Stock at an exercise price of $11.50 per share;

WHEREAS, the underwriters engaged for the Public Offering have the option to purchase up to an additional 2,250,000 Public Units within 45-days of the closing of the Public Offering, solely to cover over-allotments (the “ Over-Allotment Option ”);

WHEREAS, the Purchaser wishes to purchase 49,000 units, or up to 56,350 units if the Over-Allotment Option is exercised in full (the “ Private Units ”), in a private placement, as provided herein;

NOW THEREFORE, in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows:

AGREEMENT

Section 1. Authorization, Purchase and Sale; Terms of the Private Units.

A.  Authorization of the Private Units . The Company has duly authorized the issuance and sale of the Private Units to the Purchaser, and the issuance and sale of the securities underlying the Private Units, including the shares of Common Stock included in the Private Units, the warrants included in the Private Units (the “ Private Warrants ”), the Rights included in the Private Units (the “ Private Rights ”), and the shares of Common Stock underlying the Private Rights, as well as, upon proper exercise of the Private Warrants and against payment therefor, the shares of Common Stock underlying the Private Warrants, (the aforenamed securities, collectively, the “ Securities ”).

B.  Purchase and Sale of the Private Units .

(i) As payment in full for an initial tranche of 49,000 units (the “ Initial Private Units ”) being purchased under this Agreement, Purchaser shall pay $490,000 (the “ Purchase Price ”), by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the trust account (the  “Trust Account” ) at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, at least one (1) business day prior to the date of effectiveness of the Registration Statement on Form S-1 to be filed in connection with the Public Offering (the “ Registration Statement ”).

(ii) In the event that the Over-Allotment Option is exercised in full or in part, Purchaser shall purchase up to an additional 7,350 units (the “ Additional Private Units ”), in the same proportion as the amount of the Over-Allotment Option that is exercised, and simultaneously with such purchase of Additional Private Units, as payment in full for the Additional Private Units being purchased hereunder,

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and at least one (1) business day prior to the closing of all or any portion of the Over-Allotment Option, Purchaser shall pay $10.00 per Additional Private Unit, up to an aggregate amount of $73,500 by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the Trust Account.

(iii) The closing of the purchase and sale of the Initial Private Units shall take place simultaneously with the closing of the Public Offering (the “ Initial Closing Date ”). The closing of the purchase and sale of the Additional Private Units, if applicable, shall take place simultaneously with the closing of all or any portion of the Over-Allotment Option (such closing date, together with the Initial Closing Date, the “ Closing Dates ” and each, a “ Closing Date ”). The closings of the purchase and sale of the Initial Private Units and the Additional Private Units shall take place at the offices of Crowell & Moring LLP, 3 Embarcadero Center, San Francisco, CA 94111, or such other place as may be agreed upon by the parties hereto.

C.  Description of the Private Units .

(i) Each Private Unit shall include one share of Common Stock, one Private Right and one Private Warrant. Each Private Warrant shall entitle the holder to purchase one share of Common Stock at a purchase price of $11.50 per share.

(ii) The Private Warrants shall have their terms set forth in a warrant agreement (the “ Warrant Agreement ”) to be entered into by the Company and Continental Stock Transfer & Trust Company, acting as warrant agent, in connection with the Public Offering.

(iii) The Rights shall have their terms set forth in a right agreement (the “ Right Agreement ”) to be entered into by the Company and Continental Stock Transfer & Trust Company, acting as rights agent in connection with the Public Offering.

(iv) At or prior to the time of the Initial Closing Date, the Company and the Purchaser shall enter into a registration rights agreement (the “ Registration Rights Agreement ”) pursuant to which the Company shall grant certain registration rights to the Purchaser relating to the shares of Common Stock included in the Private Units, the shares of Common Stock underlying the Private Warrants, and the shares of Common Stock underlying the Private Rights.

(v) Private Warrants and Private Rights held by Purchaser shall expire and not be exercisable or convertible, as applicable, on the date immediately following the fifth anniversary of the effective date of the Registration Statement.

Section  2. Representations and Warranties of the Company.  As a material inducement to the Purchaser to enter into this Agreement and purchase the Private Units, including the underlying Securities, the Company hereby represents and warrants to the Purchaser that:

A.  Organization and Corporate Power . The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement, the Warrant Agreement and the Right Agreement.

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B.  Authorization; No Breach .

(i) The execution, delivery and performance of this Agreement and the transactions contemplated hereby has been duly authorized by the Company as of the Closing Dates. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing Dates. Upon issuance in accordance with, and payment pursuant to, the terms of the Right Agreement and this Agreement, the Private Rights will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing Dates.

(ii) The execution and delivery by the Company of this Agreement, and the fulfillment of, and compliance with, the respective terms hereof by the Company, do not and will not as of the Closing Dates (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s capital stock or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the certificate of incorporation or the bylaws of the Company (each, as in effect on the date hereof or as may be amended prior to completion of the Public Offering), or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under United States federal or state securities laws.

C.  Title to Securities . Upon issuance in accordance with, and payment pursuant to, the terms hereof and, as applicable, the terms of the Warrant Agreement and the Right Agreement, the Private Units, including the underlying Securities, will be duly and validly issued, fully paid and non-assessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, and, as applicable, the terms of the Warrant Agreement and the Right Agreement, the Purchaser will have good title to the Private Units, including the underlying Securities, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.

D.  Governmental Consents . No permit, consent, approval or authorization of, or declaration to or filing with, any governmental authority is required in connection with the execution, delivery and performance by the Company of this Agreement or the consummation by the Company of any other transactions contemplated hereby.

Section  3. Representations and Warranties of the Purchaser.  As a material inducement to the Company to enter into this Agreement and issue and sell the Private Units, including the underlying Securities, to the Purchaser, the Purchaser hereby represents and warrants to the Company that:

A.  Organization and Power . The Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Purchaser possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement, the Warrant Agreement and the Right Agreement.

B.  Authorization; No Breach .

(i) This Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law).

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(ii) The execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser does not and shall not as of the Closing Dates conflict with or result in a breach by the Purchaser of the terms, conditions or provisions of any agreement, instrument, order, judgment or decree to which the Purchaser is subject.

C.  Investment Representations .

(i) The Purchaser is acquiring the Private Units, including the underlying Securities, for the Purchaser’s own account, for investment purposes only and not with a view towards, or for resale in connection with, any public sale or distribution thereof.

(ii) The Purchaser is an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D.

(iii) The Purchaser understands that the Private Units, including the underlying Securities, are being offered and will be sold to it in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations and warranties of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Private Units and the underlying Securities.

(iv) The Purchaser did not enter into this Agreement as a result of any general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act of 1933, as amended (the “ Securities Act ”).

(v) The Purchaser has been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Private Units, including the underlying Securities, which have been requested by the Purchaser. The Purchaser has been afforded the opportunity to ask questions of the executive officers and directors of the Company. The Purchaser understands that its investment in the Private Units, and the underlying Securities, involves a high degree of risk and it has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to the acquisition of the Private Units and the underlying Securities.

(vi) The Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Private Units, or the underlying Securities, or the fairness or suitability of the investment in the Private Units, or the underlying Securities, by the Purchaser nor have such authorities passed upon or endorsed the merits of the offering of the Private Units, including the underlying Securities.

(vii) The Purchaser understands that: (a) the Private Units and the underlying Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (1) subsequently registered thereunder or (2) sold in reliance on an exemption therefrom; and (b) except as specifically set forth in the Registration Rights Agreement, neither the Company nor any other person is under any obligation to register the Private Units or the underlying Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

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(viii) The Purchaser has such knowledge and experience in financial and business matters, knowledge of the high degree of risk associated with investments in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and risks of an investment in the Securities and is able to bear the economic risk of an investment in the Private Units, including the underlying Securities, in the amount contemplated hereunder for an indefinite period of time. The Purchaser has adequate means of providing for its current financial needs and contingencies and will have no current or anticipated future needs for liquidity which would be jeopardized by the investment in the Private Units or the underlying Securities. The Purchaser can afford a complete loss of its investments in the Private Units and the underlying Securities.

Section  4. Conditions of the Purchaser’s Obligations.  The obligations of the Purchaser to purchase and pay for the Private Units are subject to the fulfillment, on or before the Closing Dates, of each of the following conditions:

A.  Representations and Warranties . The representations and warranties of the Company contained in Section 2 shall be true and correct at and as of the Closing Dates as though then made.

B.  Performance . The Company shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before the Closing Dates.

C.  No Injunction . No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement, the Warrant Agreement or the Right Agreement.

D.  Warrant Agreement . The Company shall have entered into a Warrant Agreement with Continental Stock Transfer and Trust Company, as warrant agent, on terms satisfactory to the Purchaser.

E. Right Agreement . The Company shall have entered into a Right Agreement with Continental Stock Transfer and Trust Company, as rights agent, on terms satisfactory to the Purchaser.

F. Insider Letter . The Company shall have entered into a letter (the “ Insider Letter ”) by and among the Purchaser, the Company and certain other parties, setting forth certain voting agreements, restrictions on transfer (the “ Lock-up s”) and other agreements applicable to the Securities, the terms of which shall be satisfactory to the Purchaser.

Section  5. Conditions of the Company’s Obligations.  The obligations of the Company to the Purchaser under this Agreement are subject to the fulfillment, on or before the Closing Dates, of each of the following conditions:

A.  Representations and Warranties . The representations and warranties of the Purchaser contained in Section 3 shall be true and correct at and as of the Closing Dates as though then made.

B.  Performance . The Purchaser shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by the Purchaser on or before the Closing Dates.

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C.  No Injunction . No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement, the Warrant Agreement or the Right Agreement.

D.  Warrant Agreement and Registration Rights Agreement . The Company shall have entered into a Warrant Agreement with Continental Stock Transfer and Trust Company, as warrant agent, and the Registration Rights Agreement, each on terms satisfactory to the Company.

E. Right Agreement . The Company shall have entered into a Right Agreement with Continental Stock Transfer and Trust Company, as rights agent, on terms satisfactory to the Company.

F. Insider Letter . The Purchaser shall have entered into an Insider Letter setting forth certain voting agreements, Lock-ups and other agreements applicable to the Securities, the terms of which shall be satisfactory to the Company.

Section 6. Lock-ups.  The Purchaser acknowledges that the Securities will be subject to the Lock-ups contained in the Insider Letter. Additionally, the Purchaser acknowledges that the Private Units, including the underlying Securities, will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the date of effectiveness of the Registration Statement or commencement of sales of the Public Offering, subject to certain limited exceptions, pursuant to Rule 5110(g)(1) of the FINRA Manual. Accordingly, the Private Units, including the underlying Securities, may not be sold, transferred, assigned, pledged or hypothecated for 180 days immediately following the effective date of the Registration Statement except to any underwriter or selected dealer participating in the Public Offering and the bona fide officers or partners of the Purchaser and any such participating underwriter or selected dealer nor may they be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person during such 180-day period.

Section  7. Termination.  This Agreement may be terminated by the Company at any time after June 30, 2019 upon written notice to the Purchaser if the closing of the Public Offering does not occur prior to such date.

Section  8. Survival of Representations and Warranties.  All of the representations and warranties contained herein shall survive the Closing Dates.

Section  9. Definitions.  Terms used but not otherwise defined in this Agreement shall have the meaning assigned to such terms in the Registration Statement.

Section 10. Miscellaneous.

A.  Successors and Assigns . Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors of the parties hereto whether so expressed or not. Notwithstanding the foregoing or anything to the contrary herein, the parties may not assign this Agreement, other than assignments by the Purchaser to affiliates thereof.

B.  Severability . Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.

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C.  Counterparts . This Agreement may be executed simultaneously in two or more counterparts, none of which need contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same agreement.

D.  Descriptive Headings; Interpretation . The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive part of this Agreement. The use of the word “including” in this Agreement shall be by way of example rather than by limitation.

E.  Governing Law . This Agreement shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the internal laws of the State of New York.

F.  Amendments . This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by all parties hereto.

[Signature page to follow]

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IN WITNESS WHEREOF , the parties hereto have executed this Agreement to be effective as of the date first set forth above.

Signature page to Unit Purchase Agreement (Northland Gig2 Investment LLC)

Exhibit 10.6

SHARE PURCHASE AGREEMENT

THIS SHARE PURCHASE AGREEMENT, dated as of June 5, 2019 (as it may from time to time be amended and including all exhibits referenced herein, this “ Agreement ”), is entered into by and between GigCapital2, Inc., a Delaware corporation (the “ Company ”), and Northland Securities, Inc., a Minnesota corporation (the “ Purchaser ”).

WHEREAS, the Company intends to consummate an underwritten initial public offering (the “ Public Offering ”) of 15,000,000 units (“ Public Units ”), with each such unit consisting 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 and one warrant to purchase one share of Common Stock at an exercise price of $11.50 per share;

WHEREAS, the underwriters engaged for the Public Offering have the option to purchase up to an additional 2,250,000 Public Units within 45-days of the closing of the Public Offering, solely to cover over-allotments (the “ Over-Allotment Option ”);

WHEREAS, the Purchaser wishes to purchase 100,000 shares of Common Stock, or up to 120,000 shares of Common Stock if the Over-Allotment Option is exercised in full (the “ Private Underwriter Shares ”), in a private placement, as provided herein;

NOW THEREFORE, in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows:

AGREEMENT

Section 1. Authorization, Purchase and Sale; Terms of the Private Underwriter Shares.

A.  Authorization of the Private Underwriter Shares . The Company has duly authorized the issuance and sale of the Private Underwriter Shares to the Purchaser.

B.  Purchase and Sale of the Private Underwriter Shares .

(i) As payment in full for an initial tranche of 100,000 shares of Common Stock (the “ Initial Private Underwriter Shares ”) being purchased under this Agreement, Purchaser shall pay $1,000,000 (the “ Purchase Price ”), by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the trust account (the  “Trust Account” ) at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, upon the closing of the Public Offering.

(ii) In the event that the Over-Allotment Option is exercised in full or in part, Purchaser shall purchase up to an additional 20,000 shares of Common Stock (the “ Additional Private Underwriter Shares ”), in the same proportion as the amount of the Over-Allotment Option that is exercised, and simultaneously with such purchase of Additional Private Underwriter Shares, as payment in full for the Additional Private Underwriter Shares being purchased hereunder, and upon the closing of all or any portion of the Over-Allotment Option, Purchaser shall pay $10.00 per Additional Private Underwriter Share, up to an aggregate amount of $200,000 by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the Trust Account.

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(iii) The closing of the purchase and sale of the Initial Private Underwriter Shares shall take place simultaneously with the closing of the Public Offering (the “ Initial Closing Date ”). The closing of the purchase and sale of the Additional Private Underwriter Shares, if applicable, shall take place simultaneously with the closing of all or any portion of the Over-Allotment Option (such closing date, together with the Initial Closing Date, the “ Closing Dates ” and each, a “ Closing Date ”). The closings of the purchase and sale of the Initial Private Underwriter Shares and the Additional Private Underwriter Shares shall take place at the offices of Crowell & Moring LLP, 3 Embarcadero Center, San Francisco, CA 94111, or such other place as may be agreed upon by the parties hereto.

(iv) At or prior to the time of the Initial Closing Date, the Company and the Purchaser shall enter into a registration rights agreement (the “ Registration Rights Agreement ”) pursuant to which the Company shall grant certain registration rights to the Purchaser relating to the Private Underwriter Shares.

Section  2. Representations and Warranties of the Company.  As a material inducement to the Purchaser to enter into this Agreement and purchase the Private Underwriter Shares, the Company hereby represents and warrants to the Purchaser that:

A.  Organization and Corporate Power . The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement.

B.  Authorization; No Breach .

(i) The execution, delivery and performance of this Agreement and the transactions contemplated hereby has been duly authorized by the Company as of the Closing Dates. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms.

(ii) The execution and delivery by the Company of this Agreement, and the fulfillment of, and compliance with, the respective terms hereof by the Company, do not and will not as of the Closing Dates (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s capital stock or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the certificate of incorporation or the bylaws of the Company (each, as in effect on the date hereof or as may be amended prior to completion of the Public Offering), or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under United States federal or state securities laws.

C.  Title to Private Underwriter Shares . Upon issuance in accordance with, and payment pursuant to, the terms hereof and, the Private Underwriter Shares, will be duly and validly issued, fully paid and non-assessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Purchaser will have good title to the Private Underwriter Shares, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.

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D.  Governmental Consents . No permit, consent, approval or authorization of, or declaration to or filing with, any governmental authority is required in connection with the execution, delivery and performance by the Company of this Agreement or the consummation by the Company of any other transactions contemplated hereby.

Section  3. Representations and Warranties of the Purchaser.  As a material inducement to the Company to enter into this Agreement and issue and sell the Private Underwriter Shares to the Purchaser, the Purchaser hereby represents and warrants to the Company that:

A.  Organization and Power . The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Minnesota and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Purchaser possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement.

B.  Authorization; No Breach .

(i) This Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law).

(ii) The execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser does not and shall not as of the Closing Dates conflict with or result in a breach by the Purchaser of the terms, conditions or provisions of any agreement, instrument, order, judgment or decree to which the Purchaser is subject.

C.  Investment Representations .

(i) The Purchaser is acquiring the Private Underwriter Shares for the Purchaser’s own account, for investment purposes only and not with a view towards, or for resale in connection with, any public sale or distribution thereof.

(ii) The Purchaser is an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D.

(iii) The Purchaser understands that the Private Underwriter Shares are being offered and will be sold to it in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations and warranties of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Private Underwriter Shares.

(iv) The Purchaser did not enter into this Agreement as a result of any general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act of 1933, as amended (the “ Securities Act ”).

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(v) The Purchaser has been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Private Underwriter Shares which have been requested by the Purchaser. The Purchaser has been afforded the opportunity to ask questions of the executive officers and directors of the Company. The Purchaser understands that its investment in the Private Underwriter Shares involves a high degree of risk and it has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to the acquisition of the Private Underwriter Shares.

(vi) The Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Private Underwriter Shares, or the fairness or suitability of the investment in the Private Underwriter Shares by the Purchaser nor have such authorities passed upon or endorsed the merits of the offering of the Private Underwriter Shares.

(vii) The Purchaser understands that: (a) the Private Underwriter Shares have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (1) subsequently registered thereunder or (2) sold in reliance on an exemption therefrom; and (b) except as specifically set forth in the Registration Rights Agreement, neither the Company nor any other person is under any obligation to register the Private Underwriter Shares under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

(viii) The Purchaser has such knowledge and experience in financial and business matters, knowledge of the high degree of risk associated with investments in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and risks of an investment in the Private Underwriter Shares and is able to bear the economic risk of an investment in the Private Underwriter Shares, in the amount contemplated hereunder for an indefinite period of time. The Purchaser has adequate means of providing for its current financial needs and contingencies and will have no current or anticipated future needs for liquidity which would be jeopardized by the investment in the Private Underwriter Shares. The Purchaser can afford a complete loss of its investments in the Private Underwriter Shares.

Section  4. Conditions of the Purchaser’s Obligations.  The obligations of the Purchaser to purchase and pay for the Private Underwriter Shares are subject to the fulfillment, on or before the Closing Dates, of each of the following conditions:

A.  Representations and Warranties . The representations and warranties of the Company contained in Section 2 shall be true and correct at and as of the Closing Dates as though then made.

B.  Performance . The Company shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before the Closing Dates.

C.  No Injunction . No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement.

E. Insider Letter . The Company shall have entered into a letter (the “ Insider Letter ”) by and among the Purchaser, the Company and certain other parties, setting forth certain voting agreements, restrictions on transfer (the “ Lock-up s”) and other agreements applicable to the Private Underwriter Shares, the terms of which shall be satisfactory to the Purchaser.

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Section  5. Conditions of the Company’s Obligations.  The obligations of the Company to the Purchaser under this Agreement are subject to the fulfillment, on or before the Closing Dates, of each of the following conditions:

A.  Representations and Warranties . The representations and warranties of the Purchaser contained in Section 3 shall be true and correct at and as of the Closing Dates as though then made.

B.  Performance . The Purchaser shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by the Purchaser on or before the Closing Dates.

C.  No Injunction . No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement.

D.  Registration Rights Agreement . The Company shall have entered into the Registration Rights Agreement, each on terms satisfactory to the Company.

E. Insider Letter . The Purchaser shall have entered into an Insider Letter setting forth certain voting agreements, Lock-ups and other agreements applicable to the Private Underwriter Shares, the terms of which shall be satisfactory to the Company.

Section 6. Lock-ups.  The Purchaser acknowledges that the Private Underwriter Shares will be subject to the Lock-ups contained in the Insider Letter. Additionally, the Purchaser acknowledges that the Private Underwriter Shares will be deemed compensation by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period of 180 days immediately following the date of effectiveness of the Registration Statement on Form S-1 filed in connection with the Public Offering (the “ Registration Statement ”) or commencement of sales of the Public Offering, subject to certain limited exceptions, pursuant to Rule 5110(g)(1) of the FINRA Manual. Accordingly, the Private Underwriter Shares may not be sold, transferred, assigned, pledged or hypothecated for 180 days immediately following the effective date of the Registration Statement except to any underwriter or selected dealer participating in the Public Offering and the bona fide officers or partners of the Purchaser and any such participating underwriter or selected dealer nor may they be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person during such 180-day period.

Section  7. Termination.  This Agreement may be terminated by the Company at any time after June 30, 2019 upon written notice to the Purchaser if the closing of the Public Offering does not occur prior to such date.

Section  8. Survival of Representations and Warranties.  All of the representations and warranties contained herein shall survive the Closing Dates.

Section  9. Definitions.  Terms used but not otherwise defined in this Agreement shall have the meaning assigned to such terms in the Registration Statement.

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Section 10. Miscellaneous.

A.  Successors and Assigns . Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors of the parties hereto whether so expressed or not. Notwithstanding the foregoing or anything to the contrary herein, the parties may not assign this Agreement, other than assignments by the Purchaser to affiliates thereof.

B.  Severability . Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.

C.  Counterparts . This Agreement may be executed simultaneously in two or more counterparts, none of which need contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same agreement.

D.  Descriptive Headings; Interpretation . The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive part of this Agreement. The use of the word “including” in this Agreement shall be by way of example rather than by limitation.

E.  Governing Law . This Agreement shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the internal laws of the State of New York.

F.  Amendments . This letter agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by all parties hereto.

[Signature page to follow]

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IN WITNESS WHEREOF , the parties hereto have executed this Agreement to be effective as of the date first set forth above.

Signature page to Share Purchase Agreement (Northland Securities, Inc.)

Exhibit 10.7

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “ Agreement ”) is entered into as of the 5 ^th day of June, 2019, by and among GigCapital2, 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 March 12, 2019, the Company and each of GigAcquisitions2, LLC, a Delaware limited liability company (“ Sponsor ”) and Northland Gig 2 Investment LLC, a Delaware limited liability company (“ Northland Investment ”), entered into separate subscription agreements pursuant to which the Company issued and sold an aggregate of 2,500,000 shares (the “ Founder Shares ”) of its common stock, par value $0.0001 per share (“ Common Stock ”), of these, 2,378,125 Founder Shares were purchased by Sponsor and 121,875 Founder Shares were purchased by Northland Investment;

WHEREAS on April 24, 2019, the Company effected a stock dividend of 0.493 shares of Common Stock, resulting in the Sponsor and Northland Investment holding an aggregate of 3,732,500 Founder Shares;

WHEREAS , on April 29, 2019, the Sponsor and Northland Investment sold 68,041 Founder Shares, and 31,959 Founder Shares, respectively, to EarlyBirdCapital, Inc., a Delaware corporation (“ EarlyBird ”) and certain affiliates and employees of EarlyBird (together with EarlyBird, the “ EarlyBird Group ” and together with Sponsor and Northland Investment, the “ Founders ”);

WHEREAS, on June 5, 2019, the Company effected a stock dividend of 0.1541 shares of Common Stock, resulting in the Founders holding an aggregate of 4,307,500 Founder Shares; provided , that, up to an aggregate of 562,500 Founder Shares are subject to forfeiture by the Founders if the over-allotment option in connection with the Company’s initial public offering is not exercised in full;

WHEREAS, on June 5, 2019, the Company issued and sold 5,000 shares (the “ Insider Shares ”) of its Common Stock to Tara McDonough, the Company’s Vice President and Chief Financial Officer (the “ Insider ”) solely in consideration of future services;

WHEREAS , on June 5, 2019, the Company and the Founders entered into separate unit purchase agreements, pursuant to which the Founders agreed to purchase an aggregate of 492,500 units of the Company (or up to 567,500 units of the Company if the over-allotment option in connection with the Company’s initial public offering is exercised in full) (the “ Private Placement Units ”), with each such unit consisting of one share of Common Stock (all of such shares, collectively, the “ Private Shares ”), one right to receive one twentieth (1/20) of one share of Common Stock (the “ Private Rights ”) and one warrant to purchase one share of Common Stock at an exercise price of $11.50 per share (all of such warrants, collectively, “ Private Warrants” ), in a private placement transaction occurring simultaneously with the closing of the Company’s initial public offering;

WHEREAS , on June 5, 2019, the Company and Northland Securities, Inc., a Minnesota corporation, (“ Northland ”) entered into a stock purchase agreement pursuant to which Northland agreed to purchase 100,000 shares of Common Stock (or 120,000 shares if the over-allotment option in connection with the Company’s initial public offering is exercised in full) (the “ Private Underwriter Shares ”); and

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WHEREAS , the Founders, the Insider, Northland, and the Company desire to set forth certain matters regarding the ownership of the Registrable Securities (as defined below) by Holders (as defined below).

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 Officer of the Company, after consultation with counsel to the Company, (i) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were not being filed, and (iii) the Company has a bona fide business purpose for not making such information public.

“ Agreement ” means this Agreement, as amended, restated, supplemented, or otherwise modified from time to time.

“ Board ” means the Board of Directors of the Company.

“ Business Combination ” means the acquisition of direct or indirect ownership through a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities, involving the Company.

“ Commission ” means the Securities and Exchange Commission, or any other federal agency then administering the Securities Act or the Exchange Act.

“ Common Stock ” has the meaning set forth in the Recitals.

“ Company ” is defined in the preamble to this Agreement.

“ Demand Registration ” has the meaning set forth in Section  2.1.1 .

“ Demanding Holder ” has the meaning set forth in Section  2.1.1 .

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the same shall be in effect at the time.

“ Form S-1 ” has the meaning set forth in Section  2.1.1 .

“ Form S-3 ” has the meaning set forth in Section  2.3 .

“ Founder Shares ” has the meaning set forth in the Recitals.

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“ Founders ” has the meaning set forth in the Recitals.

“ Holder Indemnified Party ” has the meaning set forth in Section  4.1 .

“ Indemnified Party ” has the meaning set forth in Section  4.3 .

“ Indemnifying Party ” has the meaning set forth in Section  4.3 .

“ Insider Letters ” means those certain letter agreements, each dated June 5, 2019, in one case by and among the Company and each of the Founders, and in the other case by and among the Company and each of its executive officers and directors.

“ Insider Shares ” has the meaning set forth in the Recitals.

“ Insider ” has the meaning set forth in the Recitals.

“ Lock-up Period ” means, with respect to the Registrable Securities, the period ending on the earlier of one year after the completion of the Company’s initial Business Combination or earlier if, subsequent to the Business Combination, the last sale price of the Common Stock (x) equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 90 days after the Company’s initial Business Combination, or (y) the date following the completion of the Company’s initial Business Combination on which the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property, except in each case (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members of a Holder (if applicable), or any affiliates of such person, (b) in the case of an individual, by gift to a member of one of the members of the individual’s immediate family or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the shares were originally purchased; (f) in the event of the Company’s liquidation prior to its completion of its initial Business Combination; or (g) if applicable, by virtue of the laws of Delaware or a Holder’s limited liability company agreement upon dissolution of such Holder; provided , that in the case of clauses (a) through (e) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions; provided , further , that, in no case may the Lock-up Period terminate with respect to Registrable Securities held by the Founders prior to the date which is 180 days from the effective date of the Registration Statement on Form S-1 filed by the Company with the Commission in connection with its initial public offering.

“ Maximum Number of Securities ” has the meaning set forth in Section  2.1.4 .

“ Misstatement ” shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement or Prospectus or necessary to make the statements in a Registration Statement or Prospectus in the light of the circumstances under which they were made not misleading.

“ Notices ” has the meaning set forth in Section  6.3 .

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“ Permitted Transferees ” shall mean a person or entity to whom a Holder of Registrable Securities is permitted to transfer such Registrable Securities prior to the expiration of the Lock-up Period, the Insider Letter and any other applicable agreement between such Holder and the Company, and to any transferee thereafter.

“ Piggyback Registration ” has the meaning set forth in Section  2.2.1 .

“ Private Placement Units ” has the meaning set forth in the Recitals.

“Private Rights” has the meaning set forth in the Recitals.

“ Private Shares ” has the meaning set forth in the Recitals.

“ Private Underwriter Shares ” has the meaning set forth in the Recitals.

“ Private Warrants ” has the meaning set forth in the Recitals.

“ Prospectus ” shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended by any and all post-effective amendments and including all material incorporated by reference in such prospectus.

“ Register ,” “ Registered ” and “ Registration ” mean a registration effected by preparing and filing a registration statement or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.

“ Registrable Securities ” means (i) all of the outstanding Founder Shares, (ii) all of the Insider Shares, (iii) all of the outstanding Private Placement Units and underlying securities, including the Private Shares, the Private Warrants, the Private Rights, the shares of Common Stock issued or issuable upon the exercise of any Private Warrants, and the shares of Common Stock into which the Private Rights are convertible or converted, (iv) the Private Underwriter Shares, and (v) any equity securities (including the shares of Common Stock issued or issuable upon the exercise or conversion of any such equity security) of the Company issuable upon the conversion of any working capital loans made to the Company by a Holder, and (vi) any outstanding share of Common Stock or any other equity security (including shares of Common Stock issued or issuable upon the exercise of any such equity security) of the Company held by a Holder as of the date of this Agreement. Registrable Securities include any warrants, shares of capital stock or other securities of the Company issued as a dividend or other distribution with respect to or in exchange for or in replacement of any of the securities described in the foregoing clauses (i) – (v). As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when: (a) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (b) such securities shall have been otherwise transferred, new certificates for them not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of them shall not require registration under the Securities Act; (c) such securities shall have ceased to be outstanding; or (d) such securities are freely saleable under Rule 144 without volume limitations.

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“ Registration Expenses ” means the out-of-pocket expenses of a Registration, including, without limitation, the following:

(A) all registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory Authority) and any securities exchange on which the Common Stock is then listed;

(B) fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel for the Underwriters in connection with blue sky qualifications of Registrable Securities);

(C) printing, messenger, telephone and delivery expenses;

(D) reasonable fees and disbursements of counsel for the Company;

(E) reasonable fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection with such Registration; and

(F) reasonable fees and expenses of one (1) legal counsel selected by the majority-in-interest of the Demanding Holders initiating a Demand Registration to be registered for offer and sale in the applicable Registration.

“ Registration Statement ” means a registration statement filed by the Company with the Commission in compliance with the Securities Act and the rules and regulations promulgated thereunder for a public offering and sale of Common Stock (other than a registration statement on Form S-4 or Form S-8, or their successors, or any registration statement covering only securities proposed to be issued in exchange for securities or assets of another entity).

“ Requesting Holder ” has the meaning set forth in Section  2.1.1 .

“ Rule 144 ” means Rule 144 promulgated under the Securities Act.

“ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the same shall be in effect at the time.

“ Underwriter ” means a securities dealer who purchases any Registrable Securities as principal in an underwritten offering and not as part of such dealer’s market-making activities.

“ Underwritten Registration ” or “ Underwritten Offering ” means a Registration in which securities of the Company are sold to an Underwriter in a firm commitment underwriting for distribution to the public.

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2. REGISTRATION RIGHTS .

2.1 Demand Registration .

2.1.1. Request for Registration . Subject to the provisions of Section  2.1.4 and Section  2.4 hereof, at any time and from time to time on or after the date that the Company consummates a Business Combination, EarlyBird or the Holders of at least a majority-in-interest of the then-outstanding number of Registrable Securities (the “ Demanding Holders ”) may make a written demand for Registration under the Securities Act of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand, a “ Demand Registration ”). The Company shall, within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in the Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “ Requesting Holder ”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder, such Requesting Holder shall be entitled to have its Registrable Securities included in a Registration pursuant to a Demand Registration, and the Company shall effect, as soon thereafter as practicable, but not more than forty-five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and the Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of two (2) Registrations pursuant to a Demand Registration under this Section  2.1.1 (not counting any Demand Registration initiated solely by EarlyBird), provided such limitation shall not apply to a Demand Registration initiated by EarlyBird, which is limited to initiating one Demand Registration pursuant to Section  3.6 ; provided , that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“ Form S-1 ”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section  3.1 of this Agreement.

2.1.2. Effective Registration . Notwithstanding the provisions of Section  2.1.1 above or any other part of this Agreement, a Registration pursuant to a Demand Registration will not count as a Registration unless and until (i) a Form S-1 filed with the Commission in connection with the Registration has been declared effective by the Commission, and (ii) the Company has complied with all of its obligations under this Agreement with respect thereto; provided , that if, after such Registration Statement has been declared effective, the offering of Registrable Securities pursuant to a Demand Registration is interfered with by any stop order or injunction of the Commission or any other governmental agency or court, the Registration Statement with respect to such Demand Registration will be deemed not to have been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii) a majority-in-interest of the Demanding Holders initiating such Demand Registration thereafter affirmatively elect to continue with such Registration and accordingly notify the Company in writing of such election, which notice shall be received by the Company not later than five (5) days after the removal of any such stop order or injunction; provided , further , that the Company shall not be obligated to file a second Registration Statement until a Registration Statement that has been previously filed pursuant to a Demand Registration becomes effective or is terminated.

2.1.3. Underwritten Offering . Subject to the provisions of Section  2.1.4 and Section  2.4 hereof, if a majority-in-interest of the Demanding Holders so advise the Company as part of their Demand Registration that the offering of Registrable Securities pursuant thereto shall be in the form of an Underwritten Offering, then the right of such Demanding Holder or Requesting Holder (if any) to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to the extent provided herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section  2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by a majority-in-interest of the Demanding Holders initiating the Demand Registration.

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2.1.4. Reduction of Underwritten Offering . If the managing Underwriter(s) for a Demand Registration that is to be an Underwritten Offering, in good faith, advises the Company, the Demanding Holders and the Requesting Holders in writing that the dollar amount or number of Registrable Securities which the Demanding Holders and Requesting Holders desire to sell, taken together with all other shares of Common Stock or other equity securities which the Company desires to sell and the shares of Common Stock, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by other stockholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in such Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such Underwritten Offering (such maximum dollar amount or maximum number of securities, as applicable, the “ Maximum Number of Securities ”), then the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Demanding Holders and the Requesting Holders (if any) ( pro rata based on the respective number of Registrable Securities that each Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Demanding Holders and Requesting Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as “ Pro Rata ”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of Holders (Pro Rata, based on the respective number of Registrable Securities that each Holder has so requested exercising their rights to register their Registrable Securities pursuant to Section  2.2.1 hereof, without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Common Stock or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.

2.1.5. Withdrawal . EarlyBird, a majority-in-interest of the Demanding Holders initiating a Demand Registration or a majority-in-interest of the Requesting Holders (if any), pursuant to a Registration under Section  2.1.1 shall have the right to withdraw from a Registration pursuant to such Demand Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter(s), if any, of their intention to withdraw from such Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to the Registration of their Registrable Securities pursuant to such Demand Registration. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Registration pursuant to a Demand Registration prior to its withdrawal under this Section  2.1.5 ; provided that if the Company pays such expenses related to a Demand Registration initiated by EarlyBird, such registration shall count as a Demand Registration for purposes of Section  3.6 .

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2.2 Piggy-Back Registration .

2.2.1. Piggy-Back Rights . If at any time on or after the date the Company consummates a Business Combination the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for stockholders of the Company for their account (or by the Company and by stockholders of the Company including, without limitation, pursuant to Section  2.1 ), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company, or (iv) for a dividend reinvestment plan, then the Company shall (x) give written notice of such proposed filing to the holders of Registrable Securities as soon as practicable but in no event less than ten (10) days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders may request in writing within five (5) days following receipt of such notice (a “ Piggyback Registration ”). The Company shall, in good faith, cause such Registrable Securities to be included in such Registration and shall use its best efforts to cause the managing Underwriter(s) of a proposed Underwritten Offering to permit the Registrable Securities requested to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter(s) shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Piggyback Registration.

2.2.2. Reduction of Piggyback Registration . If the managing Underwriter(s) for a Piggyback Registration that is to be an Underwritten Offering, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of securities which the Company desires to sell, taken together with (i) the Common Stock, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which Registration has been requested under this Section  2.2 , and (iii) the Common Stock, if any, as to which Registration has been requested pursuant to separate written contractual piggyback registration rights of other stockholders of the Company, exceeds the Maximum Number of Securities, then:

a) If the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A) first, the Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section  2.2.1 hereof, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Common Stock, if any, as to which Registration has been requested pursuant to written contractual piggyback registration rights of other stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities; and

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b) If the Registration is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration (A) first, the Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section  2.2.1 , Pro Rata based on the number of Registrable Securities that each Holder has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Registration, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Stock or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.

2.2.3. Piggyback Registration Withdrawal . Any Holder of Registrable Securities shall have the right to withdraw from a Piggyback Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter(s) of his, her or its intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Piggyback Registration. The Company (whether on its own good faith determination or as the result of a request for withdrawal by persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Commission in connection with a Piggyback Registration at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this Section  2.2.3 .

2.2.4. Unlimited Piggyback Registration Rights . For purposes of clarity, any Registration effected pursuant to Section  2.2 hereof shall not be counted as a Registration pursuant to a Demand Registration effected under Section  2.1 hereof.

2.3 Registrations on Form S-3 . The Holders of Registrable Securities may at any time, and from time to time, request in writing that the Company, pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission), register the resale of any or all of their Registrable Securities on Form S-3 or any similar short-form registration statement that may be available at such time (“ Form S-3 ”); provided , that the Company shall not be obligated to effect such request through an Underwritten Offering. Within five (5) days of the Company’s receipt of a written request from a Holder or Holders of Registrable Securities for a Registration on Form S-3, the Company shall promptly give written notice of the proposed Registration on Form S-3 to all other Holders of Registrable Securities, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Registration on Form S-3 shall so notify the Company, in writing, within ten (10) days after the receipt by the Holder of the notice from the Company. As soon as practicable thereafter, but not more than twelve (12) days after the Company’s initial receipt of such written request for a Registration on Form S-3, the Company shall register all or such portion of such Holder’s Registrable Securities as are specified in such written request, together with all or such portion of Registrable Securities of any other Holder or Holders joining in such request as are specified in the

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written notification given by such Holder or Holders; provided , that the Company shall not be obligated to effect any such Registration pursuant to Section  2.3 hereof if (i) a Form S-3 is not available for such offering; or (ii) the Holders of Registrable Securities, together with the Holders of any other equity securities of the Company entitled to inclusion in such Registration, propose to sell the Registrable Securities and such other equity securities (if any) at any aggregate price to the public of less than $5,000,000. Registrations effected pursuant to this Section  2.3 shall not be counted as Demand Registrations effected pursuant to Section  2.1 ; provided such registration shall count for purposes of Section  3.5 if initiated by EarlyBird.

2.4 Restrictions on Registration Rights . If (A) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred and twenty (120) days after the effective date of, a Company initiated Registration and provided that the Company has delivered written notice to the Holders prior to receipt of a Demand Registration pursuant to Section  2.1.1 and it continues to actively employ, in good faith, all reasonable efforts to cause the applicable Registration Statement to become effective; (B) the Holders have requested an Underwritten Registration and the Company and the Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer; or (C) in the good faith judgment of the Board such Registration would be seriously detrimental to the Company and the Board concludes as a result that it is essential to defer the filing of such Registration Statement at such time, then in each case the Company shall furnish to such Holders a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board it would be seriously detrimental to the Company for such Registration Statement to be filed in the near future and that it is therefore essential to defer the filing of such Registration Statement. In such event, the Company shall have the right to defer such filing for a period of not more than thirty (30) days; provided , that the Company may not defer its obligation in this manner more than once in any 12-month period.

3. REGISTRATION PROCEDURES .

3.1 Filings; Information . Whenever the Company is required to effect the registration of any Registrable Securities pursuant to Section  2 , the Company shall use its best efforts to effect the Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereof as expeditiously as practicable, and in connection with any such request:

3.1.1 prepare and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and use its reasonable best efforts to cause such Registration Statement to become effective and remain effective until all Registrable Securities covered by such Registration Statement have been sold;

3.1.2 prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be requested by the Holders or any Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;

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3.1.3 prior to filing a Registration Statement or prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters, if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including each preliminary Prospectus), and such other documents as the Underwriters and the Holders of Registrable Securities included in such Registration or the legal counsel for any such Holders may request in order to facilitate the disposition of the Registrable Securities owned by such Holders;

3.1.4 prior to any public offering of Registrable Securities, use its best efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request, and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided , that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify or take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;

3.1.5 cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities issued by the Company are then listed;

3.1.6 provide a transfer agent, right agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective date of such Registration Statement;

3.1.7 advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;

3.1.8 at least five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration Statement or Prospectus or any document that is to be incorporated by reference into such Registration Statement or Prospectus, furnish a copy thereof to each seller of such Registrable Securities or its counsel;

3.1.9 notify the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section  3.4 hereof;

3.1.10 permit a representative of the Holders (such representative to be selected by a majority of the participating holders), the Underwriters, if any, and any attorney or accountant retained by such Holders or Underwriter to participate, at each such person’s own expense, in the preparation of the Registration Statement, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such representative, Underwriter, attorney or accountant in connection with the Registration; provided , that such representatives or Underwriters enter into a confidentiality agreement, in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information;

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3.1.11 obtain a “cold comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten Registration, in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing Underwriter may reasonably request, and may be found reasonably satisfactory to a majority-in-interest of the participating Holders;

3.1.12 on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date, of counsel representing the Company for the purposes of such Registration, addressed to the Holders, the placement agent or sales agent, if any, and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the Holders, placement agent, sales agent, or Underwriter may reasonably request and as are customarily included in such opinions and negative assurance letters, and may be found reasonably satisfactory to a majority in interest of the participating Holders;

3.1.13 in the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing Underwriter of such offering;

3.1.14 make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule promulgated thereafter by the Commission);

3.1.15 if the Registration involves the Registration of Registrable Securities involving gross proceeds in excess of $25,000,000, use its reasonable efforts to make available senior executives of the Company to participate in customary “road show” presentations that may be reasonably requested by the Underwriter in any Underwritten Offering; and

3.1.16 otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, in connection with such Registration.

3.2 Registration Expenses . The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses”, all reasonable fees and expenses of any legal counsel representing the Holders.

3.3 Requirements for Participation in Underwritten Offerings . No person may participate in any Underwritten Offering for equity securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person (i) agrees to sell such person’s securities on the basis provided in any underwriting arrangements approved by the Company, and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting agreements and other customary documents as may be reasonably required under the terms of such underwriting arrangements.

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3.4 Suspension of Sales; Adverse Disclosure . Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until it is advised in writing by the Company that the use of the Prospectus may be resumed. If the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration at any time would require the Company to make an Adverse Disclosure or would require the inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control, the Company may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement for the shortest period of time, but in no event more than thirty (30) days, determined in good faith by the Company to be necessary for such purpose. In the event the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities. The Company shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section  3.4 .

3.5 Reporting Obligations . As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be reporting under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act and to promptly furnish the Holders with true and complete copies of all such filings. The Company further covenants that it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell shares of the Common Stock held by such Holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission), including providing any legal opinions. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.

3.6 Limitations on Registration Rights . Notwithstanding anything herein to the contrary, none of EarlyBird, Northland and Northland Investment (i) may exercise its rights under Sections 2.1 and 2.2 hereunder after five (5) and seven (7) years after the effective date of the registration statement relating to the Company’s initial public offering, respectively, and (ii) EarlyBird, Northland and Northland Investment may not exercise its rights under Section 2.1 more than one time.

4. INDEMNIFICATION AND CONTRIBUTION .

4.1 Indemnification by the Company . The Company agrees to indemnify, to the extent permitted by law, and hold harmless each Holder of Registrable Securities, its officers and directors, and each person who controls such Holder (within the meaning of the Securities Act), from and against any expenses, losses, judgments, claims, damages or liabilities (including reasonable attorney’s fees), whether joint or several, arising out of or based upon any untrue or alleged untrue statement of material fact contained in any Registration Statement, Prospectus or preliminary Prospectus, or any amendment or supplement to any of them, or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information furnished in writing to the Company by the Holder expressly for use therein. The Company also shall indemnify any Underwriter of the Registrable Securities, their officers and directors, and each person who controls such Underwriter (within the meaning of the Securities Act) on substantially the same basis as that of the indemnification provided above in this Section  4.1 .

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4.2 Indemnification by Holders of Registrable Securities . In connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and, to the extent permitted by law, shall indemnify the Company, its directors and officers and agents and each person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses (including without limitation reasonable attorneys’ fees) resulting from any untrue statement of material fact contained in the Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such Holder expressly for use therein; provided , that the obligation to indemnify shall be several, not joint and several, among such Holders of Registrable Securities, and the liability of each such Holder of Registrable Securities shall be in proportion to and limited to the net proceeds received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement. The Holders of Registrable Securities shall indemnify the Underwriters, their officers, directors and each person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to indemnification of the Company.

4.3 Conduct of Indemnification Proceedings . Any person entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party), and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

4.4 Contribution . If the indemnification provided under Section  4.1 hereof from the indemnifying party is unavailable or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by, or relates to information supplied by, such indemnifying party or indemnified party, and the indemnifying

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party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action; provided , that the liability of any Holder under this Section  4.4 shall be limited to the amount of the net proceeds received by such Holder in such offering giving rise to such liability. The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include, subject to the limitations set forth in Sections 4.1-4.3 above, any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section  4.4 were determined by pro rata allocation or by any other method of allocation, which does not take account of the equitable considerations referred to in this Section  4.4 . No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this Section  4.4 from any person who was not guilty of such fraudulent misrepresentation.

4.4 Survival . The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling person of such indemnified party and shall survive the transfer of securities. The Company and each Holder of Registrable Securities participating in an offering also agrees to make such provisions as are reasonably requested by any indemnified party for contribution to such party in the event the Company’s or such Holder’s indemnification is unavailable for any reason.

5. UNDERWRITING AND DISTRIBUTION .

5.1 Rule 144 . The Company covenants that it shall file any reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as the holders of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such rules may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission.

6. MISCELLANEOUS .

6.1 Assignment; No Third Party Beneficiaries .

6.1.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part.

6.1.2 Prior to the expiration of the Lock-up Period, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee, but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement and other applicable letter agreements.

6.1.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees.

6.1.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement.

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6.1.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment, and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section  6.2 shall be null and void.

6.2 Notices . All notices, demands, requests, consents, approvals or other communications (collectively, “ Notices ”) required or permitted to be given hereunder or which are given with respect to this Agreement shall be in writing and shall be personally served, delivered by reputable air courier service with charges prepaid, or transmitted by hand delivery, telegram, telex or facsimile, addressed as set forth below, or to such other address as such party shall have specified most recently by written notice. Notice shall be deemed given on the date of service or transmission if personally served or transmitted by telegram, telex or facsimile; provided, that if such service or transmission is not on a business day or is after normal business hours, then such notice shall be deemed given on the next business day. Notice otherwise sent as provided herein shall be deemed given on the next business day following timely delivery of such notice to a reputable air courier service with an order for next-day delivery.

To the Company:

GigCapital2, Inc.

2479 E. Bayshore Rd., Suite 200

Palo Alto, CA 94303

Attn: Dr. Avi S. Katz

With a copy to:

Crowell & Moring LLP

3 Embarcadero Center, 26th Floor

San Francisco, CA 94111

Attn: Jeffrey C. Selman, Esq.

And to Holder, to the address set forth below such Holder’s name on Exhibit A hereto.

6.4 Severability . This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible that is valid and enforceable.

6.5 Counterparts . This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument.

6.6 Entire Agreement . This Agreement (including all agreements entered into pursuant hereto and all certificates and instruments delivered pursuant hereto and thereto) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, representations, understandings, negotiations and discussions between the parties, whether oral or written.

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6.7 Modifications and Amendments . Upon the written consent of the Company and the Holders of at least a majority in interest of the Registrable Securities at the time in question, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided , that notwithstanding the foregoing, any amendment hereto or waiver hereof that adversely affects one Holder, solely in its capacity as a holder of the shares of capital stock of the Company, in a manner that is materially different from the other Holders (in such capacity) shall require the consent of the Holder so affected. No course of dealing between any Holder or the Company and any other party hereto or any failure or delay on the part of a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.

6.8 Titles and Headings . Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement.

6.9 Waivers and Extensions . Any party to this Agreement may waive any right, breach or default which such party has the right to waive, provided that such waiver will not be effective against the waiving party unless it is in writing, is signed by such party, and specifically refers to this Agreement. Waivers may be made in advance or after the right waived has arisen or the breach or default waived has occurred. Any waiver may be conditional. No waiver of any breach of any agreement or provision herein contained shall be deemed a waiver of any preceding or succeeding breach thereof nor of any other agreement or provision herein contained. No waiver or extension of time for performance of any obligations or acts shall be deemed a waiver or extension of the time for performance of any other obligations or acts.

6.10 Remedies Cumulative . In the event that the Company fails to observe or perform any covenant or agreement to be observed or performed under this Agreement, the Investors or any other holder of Registrable Securities may proceed to protect and enforce its rights by suit in equity or action at law, whether for specific performance of any term contained in this Agreement or for an injunction against the breach of any such term or in aid of the exercise of any power granted in this Agreement or to enforce any other legal or equitable right, or to take any one or more of such actions, without being required to post a bond. None of the rights, powers or remedies conferred under this Agreement shall be mutually exclusive, and each such right, power or remedy shall be cumulative and in addition to any other right, power or remedy, whether conferred by this Agreement or now or hereafter available at law, in equity, by statute or otherwise.

6.11 Governing Law . This Agreement shall be governed by, interpreted under, and construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed within the State of New York, without giving effect to any choice-of-law provisions thereof that would compel the application of the substantive laws of any other jurisdiction.

6.12 Waiver of Trial by Jury . Each party hereby irrevocably and unconditionally waives the right to a trial by jury in any action, suit, counterclaim or other proceeding (whether based on contract, tort or otherwise) arising out of, connected with or relating to this Agreement, the transactions contemplated hereby, or the actions of the Investors in the negotiation, administration, performance or enforcement hereof.

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6.13 Term . This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement, or (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)), or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities under Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of sale. The provisions of Section  3.5 and Article IV shall survive any termination.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first written above.

Signature page to Registration Rights Agreement

Signature page to Registration Rights Agreement

Exhibit 10.8

INVESTMENT MANAGEMENT TRUST AGREEMENT

This Agreement is made as of June 10, 2019 by and between GigCapital2, Inc. (the “ Company ”), having its principal office located at 2479 E. Bayshore 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 Company’s Registration Statement on Form S-1, as amended, No. 333-231337 (together with any registration statement filed pursuant to Rule 462(b), the “ Registration Statement ”), and prospectus (the “ Prospectus ”) for the initial public offering of the Company’s units (the “ Units ”), each of which consists of one share of the Company’s common stock, par value $0.0001 per share (the “ Common Stock ”), one right to receive one twentieth (1/20) of one share of Common Stock and one warrant, each 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 the date hereof by the U.S. Securities and Exchange Commission; and

WHEREAS, the Company has entered into an Underwriting Agreement with EarlyBirdCapital, Inc., as representative (the “ Representative ”) of the several underwriters (the “ Underwriters ”) named therein (the “ Underwriting Agreement ”); and

WHEREAS, as described in the Registration Statement, $150,000,000 of the gross proceeds of the IPO ($172,500,000 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 and the holders of the Company’s Common Stock included in the Units (the amount to be delivered to the Trustee, and any interest subsequently earned thereon, net of taxes, 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 and the Company 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 established by the Trustee in the United States 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 invest 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 Company’s instructions hereunder and the Trustee may earn bank credits or other consideration during such periods.

(d) Collect and receive, when due, all principal and interest income arising from the Property, all of which income shall become part of the Property and which interest income can then be released to the Company to pay taxes when requested;

(e) Notify the Company and the Representative of all communications received by it with respect to any Property requiring action by the Company;

(f) Supply any necessary information or documents as may be requested by the Company or its authorized agents in connection with the Company’s preparation of the tax returns relating to assets held in the Trust Account;

(g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company in writing to do so;

(h) Render to the Company, and to such other person as the Company may instruct, monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account;

(i) Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company (“ Termination Letter ”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer or Chairman of the Board of Directors of the Company (the “ Board ”) or other authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest (which interest shall be net of any taxes payable and less up to $100,000 of interest to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y) upon the date which is the later of (i) 24 months after the closing of the IPO and (ii) such later date as may be approved by the Company’s stockholders in accordance with the Company’s Amended and Restated Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware (the “ Amended and Restated Certificate ”) if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest (which interest shall be net of any taxes payable and less up to $100,000 of interest that may be released to the Company to pay dissolution expenses), shall be distributed to the Public Stockholders of record as of such date; provided , however , that in the event the Trustee receives a Termination Letter in a form substantially similar to Exhibit B hereto, or if the Trustee begins to liquidate the Property because it has received no such Termination Letter by the date specified in clause (y) of this Section  1(j) , the Trustee shall keep the Trust Account open until twelve (12) months following the date the Property has been distributed to the Public Stockholders; and

(j) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C (a “ Tax Payment Withdrawal Instruction ”), withdraw from the Trust Account and distribute to the Company the amount of interest earned on the Property requested by the Company to cover any tax obligation owed by the Company as a result of assets of the Company or interest or other income earned on the Property, which amount shall be

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delivered directly to the Company by electronic funds transfer or other method of prompt payment, and the Company shall forward such payment to the relevant taxing authority; provided , however , that to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, the Trustee shall liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make such distribution; so long as there is no reduction in the principal amount initially deposited in the Trust Account; provided , further , that if the tax to be paid is a franchise tax, the written request by the Company to make such distribution shall be accompanied by a copy of the franchise tax bill from the State of Delaware for the Company and a written statement from the principal financial officer of the Company setting forth the actual amount payable (it being acknowledged and agreed that any such amount in excess of interest income earned on the Property shall not be payable from the Trust Account). The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to said funds, and the Trustee shall have no responsibility to look beyond said request;

(k) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit D (a “ Stockholder Redemption Withdrawal Instruction ”), the Trustee shall distribute to the Public Stockholders of record as of such date the amount requested by the Company to be used to redeem shares of Common Stock from Public Stockholders properly submitted in connection with a stockholder vote to approve an amendment to any provision of the Amended and Restated Certificate relating to pre-initial Business Combination activity or the related stockholders’ rights. The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to said funds, and the Trustee shall have no responsibility to look beyond said request; and

(l) Not make any withdrawals or distributions from the Trust Account other than pursuant to Section 1(i), (j) or (k) above.

2. Agreements and Covenants of the Company . The Company hereby agrees and covenants to:

(a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s President, Chairman of the Board or Chief Executive Officer or Chief Financial Officer. In addition, except with respect to its duties under Sections 1(j) , 1(k) and 1(l) above, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it, in good faith and with reasonable care, believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing;

(b) Subject to Section  4 hereof, hold the Trustee harmless and indemnify the Trustee from and against any and all expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section  2(b) , it shall notify the Company in writing of such claim (hereinafter referred to as the “ Indemnified Claim ”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided, that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld or delayed. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld or delayed. The Company may participate in such action with its own counsel;

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(c) Pay the Trustee the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless and until it is distributed pursuant to Sections 1(i) through 1(k) hereof. The Company shall pay the Trustee the initial acceptance fee and the first annual administration fee at the consummation of the IPO, and, thereafter pay the annual fee. The Trustee shall refund to the Company the annual fee (on a pro rata basis) with respect to any period after the liquidation of the Trust Account. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section  2(c) , Schedule A and as may be provided in Section  2(b) hereof;

(d) In connection with any vote of the Company’s stockholders regarding a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses (the “Business Combination”), provide to the Trustee an affidavit or certificate of the inspector of elections for the stockholder meeting verifying the vote of such stockholders regarding such Business Combination;

(e) Provide the Representative with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect to any proposed withdrawal from the Trust Account promptly after it issues the same; and

(f) In the event that the Company directs the Trustee to commence liquidation of the Trust Account pursuant to Section  1(j) , the Company agrees that it will not direct the Trustee to make any payments not specifically authorized by this Agreement.

3. Limitations of Liability . The Trustee shall have no responsibility or liability to:

(a) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this agreement and that which is expressly set forth herein;

(b) Take any action with respect to the Property, other than as directed in Section  1 hereof, and the Trustee shall have no liability to any party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct;

(c) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;

(d) Change the investment of any Property, other than in compliance with Section 1(c);

(e) Refund any depreciation in principal of any Property;

(f) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;

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(g) The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the exercise of its own best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, judgment, instruction, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto;

(h) Verify the accuracy of the information contained in the Registration Statement;

(i) Provide any assurance that any Business Combination entered into by the Company or any other action taken by the Company is as contemplated by the Registration Statement;

(j) File information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property;

(k) Prepare, execute and file tax reports, income or other tax returns and pay any taxes with respect to any income generated by, and activities relating to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to, income tax obligations, except pursuant to Section 1(j) hereof; or

(l) Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(h) , 1(i) and 1(j) hereof.

4. Trust Account Waiver . The Trustee has no right of set-off or any right, title, interest or claim of any kind (“ Claim ”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including, without limitation, under Section  2(b) or Section  2(c) hereof, the Trustee shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the Property or any monies in the Trust Account.

5. Termination . This Agreement shall terminate as follows:

(a) If the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable efforts to locate a successor trustee, pending which the Trustee shall continue to act in accordance with this Agreement. At such time that the Company notifies the Trustee that a successor trustee has been appointed and has agreed to become subject to the terms of this Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee, including but not limited to the transfer of copies of the reports and statements relating to the Trust Account, whereupon this Agreement shall terminate; provided , however , that in the event that the Company does not locate a successor trustee within ninety (90) days of receipt of the resignation notice from the Trustee, the Trustee may submit an application to have the Property deposited with any court in the State of New York or with the United States District Court for the Southern District of New York and upon such deposit, the Trustee shall be immune from any liability whatsoever;

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(b) At such time that the Trustee has completed the liquidation of the Trust Account and its obligations in accordance with the provisions of Section  1(i) hereof (which section may not be amended except as described in Section  6(c) ) and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate except with respect to Section  2(b) .

6. Miscellaneous .

(a) The Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect to funds transferred from the Trust Account. The Company and the Trustee will each restrict access to confidential information relating to such security procedures to authorized persons. Each party must notify the other party immediately if it has reason to believe unauthorized persons may have obtained access to such information, or of any change in its authorized personnel. In executing funds transfers, the Trustee will rely upon all information supplied to it by the Company, including, account names, account numbers, and all other identifying information relating to a beneficiary, beneficiary’s bank or intermediary bank. Except for any liability arising out of the Trustee’s gross negligence, fraud or willful misconduct, the Trustee shall not be liable for any loss, liability or expense resulting from any error in the information or transmission of the funds.

(b) This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflict of laws. It may be executed in several counterparts, each one of which shall constitute an original, and together shall constitute but one instrument.

(c) This Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except for Sections 1(i) and 1(k) hereof (each of which may not be modified, amended or deleted without the affirmative vote of sixty five percent (65%) of the then outstanding shares of Common Stock; provided , that no such amendment will affect any Public Stockholder who has otherwise indicated his election to redeem his shares of Common Stock in connection with a stockholder vote sought to amend this Agreement), this Agreement or any provision hereof may be changed, amended or modified by a writing signed by each of the parties hereto.

(d) The Trustee may rely conclusively on the certification from the inspector of elections referenced above and shall be relieved of all liability to any party for executing the proposed amendment in reliance thereon. The parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, State of New York, for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT, EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.

(e) Any notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or by facsimile transmission:

if to the Trustee, to:

Continental Stock Transfer & Trust Company

1 State Street, 30 ^th Floor

New York, New York 10004

Attn: Francis Wolf and Celeste Gonzalez

Email: fwolf@continentalstock.com

Email: cgonzalez@continentalstock.com

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if to the Company, to:

GigCapital2, Inc.

2479 E. Bayshore Rd., Suite 200

Palo Alto, CA 94303

Attn: Dr. Avi S. Katz

Fax: ____________

with a copy to:

Crowell & Moring LLP

3 Embarcadero Center, 26 ^th Floor

San Francisco, CA 94111

Attn: Jeffrey Selman

Fax: (415) 986-2827

in either case, with a copy on behalf of the Representative to:

EarlyBirdCapital, Inc.

366 Madison Ave, 8 ^th Fl

New York, NY 10017

Attn: General Counsel and Investment Banking Department

Fax: (212) 661-4936

with a copy to:

Greenberg Traurig, LLP

200 Park Avenue, Metlife Building

New York, NY 10166

Attn: Alan I. Annex

Fax: (212) 801-9200

(f) This Agreement may not be assigned by the Trustee without the prior consent of the Company. This Agreement may be assigned by the Company to a wholly-owned subsidiary of the Company upon written notice to the Trustee.

(g) Each of the Company and the Trustee hereby represents that it has the full right and power and has been duly authorized to enter into this Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall not make any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds in the Trust Account under any circumstance.

(h) This Agreement is the joint product of the Trustee and the Company and each provision hereof has been subject to the mutual consultation, negotiation and agreement of such parties and shall not be construed for or against any party hereto.

(i) This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or electronic transmission shall constitute valid and sufficient delivery thereof.

(j) Each of the Company and the Trustee hereby acknowledges and agrees that the Representative on behalf of the Underwriters, is a third party beneficiary of this Agreement.

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(k) Except as specified herein, no party to this Agreement may assign its rights or delegate its obligations hereunder to any other person or entity.

(l) The Trustee hereby consents to the inclusion of Continental Stock Transfer & Trust Company in the Registration Statement and other materials relating to the IPO.

[Signature page follows]

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IN WITNESS WHEREOF, the parties have duly executed this Investment Management Trust Agreement as of the date first written above.

SCHEDULE A

EXHIBIT A

[Letterhead of Company]

[Insert date]

Continental Stock Transfer & Trust Company

1 State Street Plaza, 30 ^th Floor

New York, New York 10004

Attn: Francis Wolf and Celeste Gonzalez

Re: Trust Account No._[ • ]_Termination Letter

Ladies and Gentlemen:

Pursuant to Section  1(j) of the Investment Management Trust Agreement between GigCapital2, Inc., a Delaware corporation (the “ Company ”), and Continental Stock Transfer & Trust Company (“ Trustee ”), dated as of [•]         , 2019 (“ Trust Agreement ”), this is to advise you that the Company has entered into an agreement with              (“ Target Business ”) to consummate a business combination with Target Business (“ Business Combination ”) on or about [insert date] . The Company shall notify you at least forty-eight (48) hours in advance of the actual date of the consummation of the Business Combination (“ Consummation Date ”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.

In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account on [insert date] , and to transfer the proceeds to a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust operating account at JP Morgan Chase Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends.

On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated concurrently with your transfer of funds to the accounts as directed by the Company (the “ Notification ”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) joint written instruction signed by the Company and the Representative in its initial public offering with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public stockholders who have properly exercised their redemption rights (the “ Instruction Letter ”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, your obligations under the Trust Agreement shall be terminated.

In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section  1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in the notice as soon thereafter as possible.

AGREED TO AND ACKNOWLEDGED BY:

EARLYBIRDCAPITAL, INC.

EXHIBIT B

[Letterhead of Company]

[Insert date]

Continental Stock Transfer & Trust Company

1 State Street Plaza, 30 ^th Floor

New York, New York 10004

Attn: Francis Wolf and Celeste Gonzalez

Re: Trust Account No. [ • ] Termination Letter

Ladies and Gentlemen:

Pursuant to Section  1(j) of the Investment Management Trust Agreement between GigCapital2, Inc., a Delaware corporation (the “ Company ”) and Continental Stock Transfer & Trust Company (“ Trustee ”), dated as of [•], 2019 (“ Trust Agreement ”), this is to advise you that the Company has been unable to effect a business combination with a Target Business (“ Business Combination ”) within the time frame specified in the Company’s Amended and Restated Certificate of Incorporation, as described in the Company’s Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.

In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account on [•], 20[        ] and to transfer the total proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public Stockholders. The Company has selected [•], 20[        ], as the effective date for the purpose of determining when the Public Stockholders will be entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Stockholders in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate of Incorporation of the Company. Upon the distribution of all the funds, your obligations under the Trust Agreement shall be terminated.

cc: EarlyBirdCapital, Inc.

EXHIBIT C

[Letterhead of Company]

[Insert date]

Continental Stock Transfer & Trust Company

1 State Street Plaza, 30 ^th Floor

New York, New York 10004

Attn: Francis Wolf and Celeste Gonzalez

Re: Trust Account No. [ • ] Withdrawal Instruction

Ladies and Gentlemen:

Pursuant to Section  1(k) of the Investment Management Trust Agreement between GigCapital2, Inc., a Delaware corporation (the “ Company ”) and Continental Stock Transfer & Trust Company (“ Trustee ”), dated as of [•], 2019 (“ Trust Agreement ”), the Company hereby requests that you deliver to the Company $[•] of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.

The Company needs such funds to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at:

[WIRE INSTRUCTION INFORMATION]

cc: EarlyBirdCapital, Inc.

EXHIBIT D

[Letterhead of Company]

[Insert date]

Continental Stock Transfer & Trust Company

1 State Street Plaza, 30 ^th Floor

New York, New York 10004

Attn: Francis Wolf and Celeste Gonzalez

Re: Trust Account No. [ • ] Stockholder Redemption Withdrawal Instruction

Ladies and Gentlemen:

Pursuant to Section  1(l) of the Investment Management Trust Agreement between GigCapital2, Inc., a Delaware corporation (the “ Company ”) and Continental Stock Transfer & Trust Company (“ Trustee ”), dated as of [•], 2019 (“ Trust Agreement ”), the Company hereby requests that you deliver $[        ] of the principal and interest income earned on the Property as of the date hereof to a segregated account held by you for further transfer to the institutions representing the Beneficiaries of the redeemed securities. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.

The Company needs such funds to pay its Public Stockholders who have properly elected to have their shares of Common Stock redeemed by the Company in connection with a stockholder vote to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of public shares of Common Stock if the Company has not consummated an initial Business Combination within such time as is described in the Company’s Amended and Restated Certificate of Incorporation, or that would otherwise affect provisions thereof relating to the Company’s pre-Business Combination activity or related stockholder rights. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to a segregated account held by you on behalf of the Beneficiaries.

cc: EarlyBirdCapital, Inc.