INDEMNITY AGREEMENTIndemnity Agreement • March 8th, 2024 • Qt Imaging Holdings, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of March ___, 2024, by and between QT Imaging Holdings, Inc., a Delaware corporation (the “Company”), and _____ (“Indemnitee”).
GIGCAPITAL5, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • September 20th, 2021 • GigCapital5, Inc. • Blank checks • New York
GigCapital5, Inc., a Delaware corporation (the “Company”), hereby confirms its agreement with Wells Fargo Securities, LLC (“Wells Fargo”) and William Blair & Company L.L.C. (together with Wells Fargo, the “Representatives”), as representatives of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
GIGCAPITAL5, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENTWarrant Agreement • September 29th, 2021 • GigCapital5, Inc. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of September 23, 2021, is by and between GigCapital5, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
GigCapital5, Inc. Palo Alto, CA 94303GigCapital5, Inc. • March 9th, 2021 • Blank checks • New York
We are pleased to accept the offer Gigacquisitions5, LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to purchase 10,047,500 shares (“Founder Shares”) of the common stock, $.0001 par value per share (“Common Stock”), of Gigcapital5, Inc., a Delaware corporation (the “Company”), up to 1,312,500 Founder Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of the Company pursuant to the registration statement on Form S-1 (the “Registration Statement”) do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Founder Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Founder Shares, are as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 22nd, 2023 • GigCapital5, Inc. • Electromedical & electrotherapeutic apparatus
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of November 15, 2023 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and GIGCAPITAL5, INC., a corporation incorporated under the laws of the State of Delaware (the “Company”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 29th, 2021 • GigCapital5, Inc. • Blank checks • New York
This Agreement is made as of September 23, 2021 by and between GigCapital5, Inc. (the “Company”), having its principal office located at 1731 Embarcadero Rd., Suite 200, Palo Alto, CA 94303 and Continental Stock Transfer & Trust Company (the “Trustee”) located at 1 State Street, 30th Floor, New York, New York 10004.
QT IMAGING HOLDINGS, INC. RESTRICTED STOCK UNITS AGREEMENT (U.S. Participants)Restricted Stock Units Agreement • March 8th, 2024 • Qt Imaging Holdings, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
QT Imaging Holdings, Inc., a Delaware corporation (the “Company”), has granted to the Participant named in the Notice of Grant of Restricted Stock Units (the “Grant Notice”) to which this Restricted Stock Units Agreement (the “Agreement”) is attached an Award consisting of Restricted Stock Units (each a “Unit”) subject to the terms and conditions set forth in the Grant Notice and this Agreement. The Award has been granted pursuant to and shall in all respects be subject to the terms and conditions of the QT Imaging Holdings, Inc. 2024 Equity Incentive Plan (the “Plan”), as amended, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of and represents that the Participant has read and is familiar with the Grant Notice, this Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of the shares issuable pursuant to the Award (t
UNIT PURCHASE AGREEMENTUnit Purchase Agreement • September 29th, 2021 • GigCapital5, Inc. • Blank checks • New York
This UNIT PURCHASE AGREEMENT (this “Agreement”) is made as of the 23rd day of September, 2021, by and among GigCapital5, Inc., a Delaware corporation (the “Company”), and GigAcquisitions5, LLC (“Subscriber”).
GIGCAPITAL5, INC. STRATEGIC SERVICES AGREEMENTStrategic Services Agreement • September 29th, 2021 • GigCapital5, Inc. • Blank checks • California
This, the “Strategic Services Agreement”, is made on this 23rd day of September, 2021 (the “Effective Date”), by and between GigCapital5, Inc. whose current address is 1731 Embarcadero Road, Suite 200, Palo Alto, CA 94303 (the “Company”), and Walter Bradford Weightman, hereinafter referred to as the “Strategic Consultant”, which expression shall unless it be repugnant to the context or meaning thereof, deemed to mean and include his heirs, legal representatives, liquidators, executors, successors and assigns. The Company and Strategic Consultant are hereinafter referred to singly as a “Party” and together as the “Parties”.
GigCapital5, Inc. Palo Alto, CA 94303 Wells Fargo Securities, LLC New York, New York 10001 William Blair & Company, L.L.C. Chicago, IL 60606Letter Agreement • September 29th, 2021 • GigCapital5, Inc. • Blank checks • New York
This letter agreement (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among GigCapital5, Inc., a Delaware corporation (the “Company”), and Wells Fargo Securities, LLC and William Blair & Company, L.L.C., as representatives (the “Representatives”) of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of 20,000,000 units (the “Initial Units”) of the Company, and up to an additional 3,000,000 units (together with the Initial Units, the “Units”) in the event that the Underwriters’ 45-day over-allotment option is exercised in full or in part, each Unit 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, the “Offering Shares”), and one redeemable warrant to purchase one share of Common Stock at a price of $11.50 per share, subject to a
GigCapital5, Inc. Palo Alto, CA 94303 Wells Fargo Securities, LLC New York, New York 10022 William Blair & Company, L.L.C. Chicago, IL 60606 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • September 29th, 2021 • GigCapital5, Inc. • Blank checks • New York
This letter agreement (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among GigCapital5, Inc., a Delaware corporation (the “Company”), and Wells Securities, LLC and William Blair & Company, L.L.C., as representatives (the “Representatives”) of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of 20,000,000 units (the “Initial Units”) of the Company, and up to an additional 3,000,000 units (together with the Initial Units, the “Units”) in the event that the Underwriters’ 45-day over-allotment option (“Over-Allotment Option”) is exercised in full or in part, each Unit 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, the “Offering Shares”), and one redeemable warrant to purchase one share of Common Stock at a price of $11.50 per
INVESTMENT MANAGEMENT TRUST AGREEMENTTrust Agreement • September 20th, 2021 • GigCapital5, Inc. • Blank checks • New York
This Agreement is made as of [ ], 2021 by and between GigCapital5, Inc. (the “Company”), having its principal office located at 1731 Embarcadero Rd., Suite 200, Palo Alto, CA 94303 and Continental Stock Transfer & Trust Company (the “Trustee”) located at 1 State Street, 30th Floor, New York, New York 10004.
GigCapital5, Inc.GigCapital5, Inc. • September 29th, 2021 • Blank checks • New York
This letter will confirm our agreement that, commencing on the date the securities of GigCapital5, Inc. (the “Company”) are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), GigManagement, LLC (“GigManagement”) shall make available to the Company, at 1731 Embarcadero Road, Suite 200, Palo Alto, CA 94303 (or any successor location), certain office space, utilities, and general office, receptionist and secretarial support and other administrative services as may be reasonably required by the Company. In exchange therefor, the Company shall pay GigManagement the sum of $30,0
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 5th, 2024 • Qt Imaging Holdings, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 4, 2024, by and among GigCapital5, Inc., a Delaware corporation (the “Company”), and each of the undersigned parties listed under “Holder” on the signature page hereto (each such party, a “Holder” and collectively the “Holders”). Any capitalized term used but not defined herein will have the meaning ascribed to such term in the Business Combination Agreement (as defined below).
SUBSCRIPTION AGREEMENTSubscription Agreement • March 5th, 2024 • Qt Imaging Holdings, Inc. • Electromedical & electrotherapeutic apparatus
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on February 28, 2024, by and among QT Imaging, Inc., a Delaware corporation (the “Company”), GigCapital5, Inc., a Delaware corporation (“SPAC”), and the undersigned subscriber (“Subscriber”).
Distribution Agreement between QT Imaging, Inc. Novato, California, USA - hereinafter referred to as “QT” - and Innovador Healthcare (Asia) Pte. Ltd. Singapore - hereinafter referred to as “IHA” -Distribution Agreement • November 24th, 2023 • GigCapital5, Inc. • Electromedical & electrotherapeutic apparatus
This Distribution Agreement (“Agreement”) is made and entered into as of November 2, 2022 (the “Effective Date”) by and between QT (the “Supplier”) and IHA (the “Distributor”).
FORM OF NON-REDEMPTION AGREEMENTForm of Non-Redemption Agreement • December 19th, 2023 • GigCapital5, Inc. • Electromedical & electrotherapeutic apparatus • New York
This Non-Redemption Agreement (“Agreement”) dated December ___, 2023, by and among the entities listed on Exhibit A (collectively, the “Holder”), QT Imaging, Inc., a Delaware corporation (“QT Imaging”), and GigCapital5, Inc., a Delaware corporation (the “Company”).
DISTRIBUTION AGREEMENTDistribution Agreement • November 24th, 2023 • GigCapital5, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
This DISTRIBUTION AGREEMENT (the “Agreement”) is entered into as of November December 14, 2020 (the “Effective Date”) by and between QT Ultrasound LLC, a Delaware limited liability company (“QT”) and its Affiliates, and Freedom Ventures B.V, a Dutch limited liability company established and existing under the laws of the Netherlands (“Freedom Ventures”) and its Affiliates. Each of QT and Freedom Ventures may be referred to individually as a “Party” and together as the “Parties”.
QT IMAGING HOLDINGS, INC. STOCK OPTION AGREEMENT (U.S. Participants)Option Agreement • March 8th, 2024 • Qt Imaging Holdings, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
QT Imaging Holdings, Inc., a Delaware corporation (the “Company”), has granted to the Participant named in the Notice of Grant of Stock Option (the “Grant Notice”) to which this Stock Option Agreement (the “Option Agreement”) is attached an option (the “Option”) to purchase a number of shares of Stock upon the terms and conditions set forth in the Grant Notice and this Option Agreement. The Option has been granted pursuant to and shall in all respects be subject to the terms and conditions of the QT Imaging Holdings, Inc. 2024 Equity Incentive Plan (the “Plan”), as amended, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of, and represents that the Participant has read and is familiar with, the Grant Notice, this Option Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of shares issuable pursuant to the Option (the
AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 23rd, 2022 • GigCapital5, Inc. • Blank checks • New York
This Amendment No. 1 (this “Amendment”), dated as of September 23, 2022, to the Investment Management Trust Agreement (as defined below) is made by and between GigCapital5, Inc., a Delaware corporation. (the “Company”) having its principal office located at 1731 Embarcadero Rd., Suite 200, Palo Alto, CA 94303, and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
GIGCAPITAL5, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • September 29th, 2021 • GigCapital5, Inc. • Blank checks • New York
GigCapital5, Inc., a Delaware corporation (the “Company”), hereby confirms its agreement with Wells Fargo Securities, LLC (“Wells Fargo”) and William Blair & Company L.L.C. (together with Wells Fargo, the “Representatives”), as representatives of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
STANDBY EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • November 22nd, 2023 • GigCapital5, Inc. • Electromedical & electrotherapeutic apparatus • New York
THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of November 15, 2023 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and GIGCAPITAL5, INC., a corporation incorporated under the laws of the State of Delaware (the “Company”) and QT IMAGING, INC., a corporation incorporated under the laws of the State of Delaware (“QTI”). For purposes of this Agreement, after the closing of the Business Combination (as defined below), references to the “Company” shall be to QT Imaging Holdings, Inc. which will be the name of GigCapital5, Inc. following the closing of the Business Combination as contemplated by the Business Combination Agreement (as it may be amended or supplemented from time to time, the “BCA”), by and between the Company, QTI Merger Sub, Inc., a wholly-owned subsidiary of the Company that is a corporation incorporated under the laws of the State of Delaware (the “Merger Sub”) and QTI. Pursuant to the terms and subjec
SERVICES AGREEMENTServices Agreement • April 8th, 2024 • Qt Imaging Holdings, Inc. • Electromedical & electrotherapeutic apparatus • California
THIS SERVICES AGREEMENT (this “Agreement”) is entered into on April 3, 2024 (the “Effective Date”), by and between QT Imaging Center, a California sole proprietorship of John C. Klock, M.D., with its principal place of business at 3 Hamilton Landing, Suite 180, Novato, CA 94949 (the “Practice”), and QT Imaging Holdings, Inc., a Delaware Corporation located at 3 Hamilton Landing, Suite 160, Novato, CA 94949 (“Company”). Company and Practice may be referred to collectively as the “Parties” and individually as a “Party.”
THIRD AMENDMENT TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • November 14th, 2023 • GigCapital5, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
This Third Amendment to Business Combination Agreement (the “Amendment”) is effective as of November 10, 2023, by and among QT Imaging, Inc., a Delaware corporation (“QT Imaging”), GigCapital5, Inc., a Delaware corporation (“GigCapital5”) and QTI Merger Sub, Inc., a Delaware corporation (“Merger Sub,” and together with QT Imaging and GigCapital5, the “Parties,” and individually, a “Party”). Certain capitalized terms used in this Amendment and not otherwise defined herein shall have the meaning ascribed to such terms in the BCA (as defined below).
FIFTH AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 29th, 2023 • GigCapital5, Inc. • Electromedical & electrotherapeutic apparatus
This Amendment No. 5 (this “Amendment”), dated as of December 28, 2023, to the Investment Management Trust Agreement (as defined below) is made by and between GigCapital5, Inc., a Delaware corporation (the “Company”), having its principal office located at 1731 Embarcadero Rd., Suite 200, Palo Alto, CA 94303, and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
SECOND AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 28th, 2023 • GigCapital5, Inc. • Electromedical & electrotherapeutic apparatus
This Amendment No. 2 (this “Amendment”), dated as of March 28, 2023, to the Investment Management Trust Agreement (as defined below) is made by and between GigCapital5, Inc., a Delaware corporation (the “Company”), having its principal office located at 1731 Embarcadero Rd., Suite 200, Palo Alto, CA 94303, and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
SECOND AMENDMENT TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • September 21st, 2023 • GigCapital5, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
This Second Amendment to Business Combination Agreement (the “Amendment”) is effective as of September 21, 2023, by and among QT Imaging, Inc., a Delaware corporation (“QT Imaging”), GigCapital5, Inc., a Delaware corporation (“GigCapital5”) and QTI Merger Sub, Inc., a Delaware corporation (“Merger Sub,” and together with QT Imaging and GigCapital5, the “Parties,” and individually, a “Party”). Certain capitalized terms used in this Amendment and not otherwise defined herein shall have the meaning ascribed to such terms in the BCA (as defined below).
SURRENDER OF SHARES AND AMENDMENT NO. 1 TO SUBSCRIPTION AGREEMENT FOR FOUNDER SHARESSubscription Agreement for Founder • August 23rd, 2021 • GigCapital5, Inc. • Blank checks • New York
This Surrender of Shares and Amendment No. 1 to the Subscription Agreement for Founder Shares, dated August 19, 2021 (this “Agreement”), is made by and between GigCapital5, Inc., a Delaware corporation (the “Company”), and GigAcquisitions5, LLC, a Delaware limited liability company (the “Subscriber”).
Re: Amendment to the Letter Agreement dated as of September 23, 2021GigCapital5, Inc. • March 31st, 2023 • Electromedical & electrotherapeutic apparatus
On September 23, 2021, GigCapital5, Inc., a Delaware corporation (the “Company”), GigAcquisitions5, LLC, a Delaware limited liability company (the “Sponsor”), and Wells Fargo Securities, LLC and William Blair & Company L.L.C., as representatives (the “Representatives”) of the several underwriters, entered into that certain letter agreement (this “Sponsor Letter Agreement”), relating to an underwritten initial public offering of 23,000,000 units (the “Units”), each Unit consisting of one share of the Company’s common stock, par value $0.0001 per share and one redeemable warrant to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. Capitalized terms used herein but not defined in context are defined in the Letter Agreement.
FORM OF NON-REDEMPTION AGREEMENTForm of Non-Redemption Agreement • November 14th, 2023 • GigCapital5, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
This NON-REDEMPTION AGREEMENT (this “Agreement”), dated as of November , 2023, is made by and among GigCapital5, Inc., a Delaware corporation (the “Company”), and the Investor (as defined below).
Stockholder Support AgreementStockholder Support Agreement • December 12th, 2022 • GigCapital5, Inc. • Blank checks • Delaware
STOCKHOLDER SUPPORT AGREEMENT, dated as of December 8, 2022 (this “Agreement”), by and among GigCapital5, Inc., a Delaware corporation (“GigCapital5”), and certain of the stockholders of QT Imaging, Inc., a Delaware corporation (the “Company”), whose names appear on the signature pages of this Agreement (each, a “Stockholder” and, collectively, the “Stockholders”).
BUSINESS ASSOCIATE AGREEMENTBusiness Associate Agreement • February 14th, 2023 • GigCapital5, Inc. • Blank checks • California
This Business Associate Agreement (the “Agreement”) is entered into between QT Ultrasound LLC, a Delaware limited liability company (“Business Associate”), and John C. Klock, MD, a California sole proprietorship (“Practice”).
THIRD AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 29th, 2023 • GigCapital5, Inc. • Electromedical & electrotherapeutic apparatus
This Amendment No. 3 (this “Amendment”), dated as of September 28, 2023, to the Investment Management Trust Agreement (as defined below) is made by and between GigCapital5, Inc., a Delaware corporation (the “Company”), having its principal office located at 1731 Embarcadero Rd., Suite 200, Palo Alto, CA 94303, and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
LOCK-UP AGREEMENTLock-Up Agreement • March 5th, 2024 • Qt Imaging Holdings, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
This Lock-Up Agreement (this “Agreement”) is made and entered into as of March 4, 2024, by and among GigCapital5, Inc., a Delaware corporation (“GigCapital5”), QT Imaging, Inc., a Delaware corporation (the “Company”), and those equityholders of the Company listed on the signature pages hereto (each, a “Lock-Up Party” and, collectively, the “Lock-Up Parties”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
DATA USE AND LICENSE AGREEMENTData Use and License Agreement • April 8th, 2024 • Qt Imaging Holdings, Inc. • Electromedical & electrotherapeutic apparatus • California
THIS DATA USE AND LICENSE AGREEMENT (the “Agreement”) is made and entered into as of April 3, 2024 (the “Effective Date”), by and between QT Imaging Center, a California sole proprietorship of John Klock, M.D (“Discloser”), and QT Imaging Holdings, Inc., a Delaware corporation (“Recipient”).
