December 22, 2021 Giga-tronics Incorporated 5990 Gleason Drive Dublin, CA 94568 Ladies and Gentlemen:

Exhibit 10.5

December 22, 2021

Giga-tronics Incorporated
0000 Xxxxxxx Xxxxx

Xxxxxx, XX 00000

Ladies and Gentlemen:

Reference is made to that certain Severance Agreement dated June 23, 2020 (“Severance Agreement”) by and between the undersigned and Giga-tronics Incorporated, a California corporation (the “Company”).

The Company expects to enter into a Share Exchange Agreement (the “SEA”) with Xxxx Global Holdings, Inc. (“Xxxx”) and Xxxxxxx Worldwide, Inc. (“GWW”), which is a subsidiary of Xxxx. The SEA contemplates that, among other things, the Company will acquire GWW from Xxxx in exchange for issuing shares of the Company’s common stock and preferred stock (the “Transaction”). In the Transaction, Xxxx will acquire voting securities representing greater than 50% of the voting power of the Company’s outstanding voting securities, which would constitute a “Change of Control” as defined in the Severance Agreement.

It is contemplated that immediately following the transaction, the undersigned will continue to be the Company’s Executive Vice President and Chief Financial Officer and shall report to the Company’s Chief Executive Officer, but will not be the Company’s Chief Operating Offering.

Therefore, notwithstanding anything to the contrary in the Severance Agreement, the undersigned acknowledges and agrees that Good Reason, as such term is defined in the Severance Agreement, shall not be triggered, and the undersigned shall have no right to terminate the undersigned’s employment for Good Reason, solely as a result of the occurrence of the Transaction and/or changes to undersigned’s title, authority, duties, or responsibilities or changes in the authority, duties, or responsibilities of the supervisor to whom undersigned is required to report.

In exchange for this waiver, the Company will award the undersigned 10 shares of restricted of the Company’s common stock pursuant to the Company’s Equity Incentive Plan, which award will vest in full on the first anniversary of the date of this wavier.

	Sincerely,
	By:	/s/ Xxxx Henckels
	Name:	Xxxx Henckels

Acknowledged and agreed by Giga-tronics Incorporated
this 22nd day of December, 2021:

By:	/s/ Xxxx Xxxxxxx
	Xxxx Xxxxxxx
	President and Chief Executive Officer