Most favored nation clause samples

(a)Most Favored Nation. If at any time from the date of this Agreement until the earlier of the (i) Maturity Date of the Convertible Note and (ii) payment in full of principal and interest of the Convertible Note, the Company sells equity, including debt convertible into equity, in cash to third party investors in a equity, including debt convertible into equity, offering to raise capital that contains terms and provisions that are more favorable than the terms and provisions contained in the Transaction Documents, the Company shall, at the request of Investor, enter into amendments to the Transaction Documents with Investor to provide for the same more favorable terms and provisions.

(d) Most Favored Nation. Notwithstanding any other provision in this Section 4, the Company hereby agrees that, in connection with the issuance and sale of any New Equity Securities to the Forward Contract Parties and/or the BSOF Entities pursuant to this provisions of this Section 4 or otherwise, the BSOF Entities shall have the right to participate in such issuance and sale on at least the same terms and conditions (including with respect to price per security) as each other investor in such issuance and sale, including any Forward Contract Party.

(e) Most Favored Nation. Notwithstanding any other provision in this Section 4, the Company hereby agrees that, in connection with the issuance and sale of any New Equity Securities to the Forward Contract Parties and/or the BSOF Entities pursuant to the provisions of this Section 4 or otherwise, the Purchaser shall have the right to participate in such issuance and sale on at least the same terms and conditions (including with respect to price per security) as each other investor in such issuance and sale, including the BSOF Entities and any Forward Contract Party.

4.16 Most Favored Nation. The Company hereby represents and warrants as of the date hereof and covenants and agrees from and after the date hereof that none of the terms offered to any other Investor in the Offering (each an “Other Investor”) with respect to this Agreement or any securities offered hereunder or any waiver, modification or amendment (or consent to permit any term or condition of this Agreement not to apply, in whole or in part, to any portion of any security) of any term offered to any Other Investor (each a “Settlement Document”), that is or will be more favorable to such Other Investor than those of the Purchaser under this Agreement. If, and whenever on or after the date hereof, the Company enters into a Settlement Document, then (i) the Company shall provide notice thereof to the Purchaser promptly following the occurrence thereof and (ii) the terms and conditions of this Agreement shall be, without any further action by the Purchaser or the Company, automatically amended and modified in an economically and legally equivalent manner such that the Purchaser shall receive the benefit of the more favorable terms and/or conditions (as the case may be) set forth in such Settlement Document, provided that upon written notice to the Company at any time the Purchaser may elect not to accept the benefit of any such amended or modified term or condition, in which event the term or condition contained in this Agreement shall apply to the Purchaser as it was in effect immediately prior to such amendment or modification as if such amendment or modification never occurred with respect to the Purchaser. The provisions of this paragraph shall apply similarly and equally to each Settlement Document.

h. Most Favored Nation. GigCapital has not entered into an agreement (binding or otherwise) with any other stockholder of GigCapital (including, but not limited to, an affiliate of Nomura Securities International, Inc. and Yakira Capital Management, Inc.) to grant more favorable rights to such stockholder regarding the stockholder’s ability to offer, sell, contract to sell, pledge, transfer, assign, or otherwise dispose of, directly or indirectly, or hedge shares of common stock of GigCapital (including engagement in any transactions involving any derivative securities of GigCapital or the Company and any Short Sales involving any of GigCapital and the Company’s securities), until the Shares Closing Date, than those agreed between Glazer and GigCapital in the Agreement.

i. Most Favored Nation. GigCapital has not entered into an agreement (binding or otherwise) with any other stockholder of GigCapital (including, but not limited to, Greenhaven Road Capital Fund 1, LP, Greenhaven Road Capital Fund 2, LP, and Kepos Alpha Fund L.P.) to grant more favorable rights to such stockholder regarding the stockholder’s ability to offer, sell, contract to sell, pledge, transfer, assign, or otherwise dispose of, directly or indirectly, or hedge the Rights (including engagement in any transactions involving any derivative securities of GigCapital or the Company and any Short Sales involving any of GigCapital and the Company’s securities), and any Rights Shares that the Rights convert into, until the Rights Shares Closing Date, than those agreed between Yakira and GigCapital in the Agreement. .

f. Most Favored Nation. GigCapital will not to enter into an agreement (binding or otherwise) with any other holder of the rights of GigCapital (including Greenhaven Road Capital Fund 1, LP, Greenhaven Road Capital Fund 2, LP, and Kepos Alpha Fund L.P.) to grant more favorable rights to such holder of the rights regarding such holder’s ability to offer, sell, contract to sell, pledge, transfer, assign, or otherwise dispose of, directly or indirectly, or hedge the rights of GigCapital (including engaging in any transactions involving any derivative securities of the Company and any Short Sales involving any of GigCapital and the Company’s securities), and any shares of common stock that the rights of GigCapital convert into, until the Rights Shares Closing Date, than those agreed to between GigCapital and Yakira in this Agreement. If GigCapital does enter into such an agreement as described in the previous sentence, it will immediately notify Yakira and offer the same terms to Yakira.

13. MOST FAVORED NATION. If at any time or from time to time the Company proposes to provide registration rights to holders of Common Stock or securities convertible or exchangeable into Common Stock, that are more favorable to such holder than or in excess of those provided to the Investors hereunder, then, the Company shall give such Investors written notice in reasonable detail of such proposed registration rights, such notice to be given no less than 10 Business Days prior to the proposed granting of such registration rights (the “Company Notice”), and, at the option of holders of a majority of the Registrable Securities by written notice to the Company within 10 Business Days of the date of the Company’s notice (the “Investor Notice”), the Company shall, concurrently upon the granting of such registration rights to such holder(s), grant or provide such more favorable registration rights to the Investors. If the holders of a majority of the Registrable Securities fail to send a timely Investor Notice, the Investors shall be deemed to have waived their rights under this Section13, but only with respect to the proposed registration rights that are set forth in the Company Notice.

4. Most Favored Nation. The Company hereby represents, warrants and covenants that neither it nor any of the Company’s subsidiaries have entered (on or prior to the date hereof) or shall enter (subsequent to the date hereof) into any side letter, subscription agreement or similar agreement, arrangement or understanding with any existing investor in the Company or any of its subsidiaries (each such existing investor, together with its Affiliates, an “Other Investor”) in connection with the admission of such Other Investor to, or otherwise relating to, the Company or any of its subsidiaries that has the effect of establishing rights or otherwise benefiting such Other Investor in a manner more favorable to such Other Investor than the rights and benefits established in favor of the Investor by the Kadmon Holdings LLC Agreement or pursuant to this Agreement (a “Side Letter”) unless, in any such case, the Investor or its designee to the Company’s Board of Managers has been given a copy, or made aware, of such Side Letter and, without any further action by any party hereto or thereto, this Agreement shall be deemed amended and modified in an economically and legally equivalent manner such that the Investor shall receive the rights and benefits of each more favorable term contained in such Side Letter applicable to such Other Investor, unless such rights and/or benefits are otherwise waived in writing by the Investor. The Company agrees, at its expense, to take such other actions as the Investor may reasonably request to further effectuate the foregoing. Notwithstanding the foregoing, the parties hereto acknowledge and agree that upon consummation of the IPO, the provisions of this Section4, and any rights acquired pursuant to the terms of this Section4, shall terminate in all respects and be of no further force or effect, except to the extent any such rights that have been acquired pursuant to this Section4 survive the consummation of the IPO by their terms.

15. Most Favored Nation. If, while this Note is outstanding, the Company issues other indebtedness of the Company convertible, exchangeable or exercisable into capital stock of the Company with terms that are different than the terms herein (“Other Debt”), then the Company will provide the Holder with written notice thereof, together with a copy off all other documentation relating to such Other Debt. The Company will provide such notice to Holder promptly following the issuance of such Other Debt. In the event Holder determines that the terms of the Other Debt are preferable to the terms of this Note, Holder will notify the Company in writing within five (5) days following Holder’s receipt of such notice from the Company. Promptly after receipt of such written notice from Holder, but in any event within thirty (30) days, the Company will amend and restate this Note to be substantially identical to a promissory note evidencing the Other Debt, excluding the Note Balance and accrued interest.

3. Most Favored Nation. In the event that the Company grants any purchaser any rights or preferences solely in connection with such purchaser’s purchase of Series C Preferred Stock, which rights or preferences are more favorable than the rights or preferences granted to the Investor (collectively such favorable right(s) or preference(s), the “Benefit”), then the Company agrees to provide Investor notice of the Benefit within 10 business days of the grant of the Benefit to such purchaser and Investor shall have 10 business days to notify the Company if Investor desires to be granted the Benefit by the Company.

Section5.3. Standstill Agreement; Waiver of Section203; Registration Rights; No Change of Control; Most Favored Nation. In connection with the transactions contemplated by the Rights Agreement, the Board, acting on behalf of the Company, shall and hereby does: (i)terminate the Standstill Agreement so that it shall be of no further force or effect; (ii)waive the applicability of Section203 of the DGCL to the Investor and its Affiliates; (iii)agree to use its best efforts to (x)register for resale all of the shares of the Company’s Common Stock then held by Investor and its Affiliates following the closing of the Rights Offering and (y)keep such registration statement effective until such time as all such shares may be sold by such holders without volume restrictions pursuant to Rule144; and (iv)represent and warrant to the Investor that the transactions contemplated by this Agreement will not trigger any “change in control” or similar provisions contained in any agreement, compensation plan or other document to which the Company is a party or by which it is bound. Furthermore, the Company hereby covenants and agrees from and after the date hereof that: (x)none of the terms that may be offered to any stockholder in connection with possible participation in the Oversubscription Privilege relating to the terms, conditions and transactions contemplated thereby, is or will be more favorable to such stockholder than those of the Investor; and (y)in the event that the Company should enter into any agreements with other stockholders providing for more favorable terms, this Agreement shall, at the election of the Investor, be deemed amended and modified in an economically and legally equivalent manner such that the Investor shall receive the benefit of such more favorable terms.