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 20th, 2021 • GigCapital5, Inc. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 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”).
UNIT PURCHASE AGREEMENTUnit Purchase Agreement • September 20th, 2021 • GigCapital5, Inc. • Blank checks • New York
This UNIT PURCHASE AGREEMENT (this “Agreement”) is made as of the [•] day of , 2021, by and among GigCapital5, Inc., a Delaware corporation (the “Company”), and GigAcquisitions5, LLC (“Subscriber”).
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 20th, 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 60606Letter Agreement • September 20th, 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.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 20th, 2021 • GigCapital5, Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [DAY] day of [MONTH], 2021, by and among GigCapital5, 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”).
