GigCapital7 Corp. Sample Contracts

INDEMNITY AGREEMENT
Indemnification Agreement • September 3rd, 2024 • GigCapital7 Corp. • Blank checks • New York

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of August 30, 2024, by and between GigCapital7 Corp., an exempted company incorporated under the laws of the Cayman Islands with executive office at 1731 Embarcadero Rd., Suite 200, Palo Alto, CA 94303 (the “Company”), and Raanan Horowitz (“Indemnitee”).

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INDEMNITY AGREEMENT
Indemnification & Liability • September 3rd, 2024 • GigCapital7 Corp. • Blank checks • New York

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of August 28, 2024, by and between GigCapital7 Corp., an exempted company incorporated under the laws of the Cayman Islands with executive office at 1731 Embarcadero Rd., Suite 200, Palo Alto, CA 94303 (the “Company”), and Dr. Avi S. Katz (“Indemnitee”).

INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • September 3rd, 2024 • GigCapital7 Corp. • Blank checks

This Investment Management Trust Agreement (this “Agreement”) is made effective as of August 28, 2024 by and between GigCapital7 Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purposes trust company (the “Trustee”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 3rd, 2024 • GigCapital7 Corp. • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 28, 2024, is made and entered into by and among GigCapital7 Corp., a Cayman Islands exempted company (the “Company”), GigAcquisitions7 Corp., a Cayman Islands exempted company (the “Sponsor”), and any other parties listed on the signature page hereto (together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.1 of this Agreement, the “Holders” and, each, a “Holder”).

GigCapital7 Corp. Palo Alto, CA 94303
Subscription Agreement • June 7th, 2024 • GigCapital7 Corp. • California

This agreement (this “Agreement”) is entered into on May 31, 2024, by and between GigAcquisitions7 Corp., a Cayman Islands exempted company with registration number 409716 (the “Subscriber” or “you”), and GigCapital7 Corp., a Cayman Islands exempted company with registration number 409715 (the “Company”). Pursuant to the terms hereof and in accordance with the memorandum and articles of association of the Company (the “Articles”), the Company hereby accepts the offer the Subscriber has made to purchase 16,999,999 Class B ordinary shares, $0.0001 par value per share (the “Class B Ordinary Shares”, and the Class B Ordinary Shares being purchased, the “Shares”) of the Company. Up to 2,500,000 of such Shares are subject to surrender by you if the underwriters of the proposed initial public offering (“IPO”) of the Company’s securities pursuant to the registration statement on Form S-1 expected to be filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) in connect

GIGCAPITAL7 CORP. UNDERWRITING AGREEMENT
Underwriting Agreement • September 3rd, 2024 • GigCapital7 Corp. • Blank checks • New York

GigCapital7 Corp., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement (this “Agreement”) with Craft Capital Management LLC (hereinafter referred to as “you” (including its correlatives) acting as representative (the “Representative”) of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:

PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENT
Warrant Purchase Agreement • September 3rd, 2024 • GigCapital7 Corp. • Blank checks • New York

This PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENT (this “Agreement”) is made as of August 28, 2024, by and among GigCapital7 Corp., a Cayman Islands exempted company (the “Company”), and GigAcquisitions7 Corp., a Cayman Islands exempted company (“Purchaser”).

GigCapital7 Corp. Palo Alto, CA 94303 Craft Capital Management, LLC Garden City, NY 11530 EF Hutton LLC New York, NY 10022
Underwriting Agreement • September 3rd, 2024 • GigCapital7 Corp. • Blank checks

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 GigCapital7 Corp., a Cayman Islands exempted company (the “Company”) and Craft Capital Management, LLC, as representative (the “Representative”) of the several underwriters named therein (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of 20,000,000 units (the “Initial Units”) of the Company, and up to 3,000,000 Units that may be purchased to cover over-allotments, if any (together with the Initial Units, the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (each, a “Class A Ordinary Share” and such shares included in the Units, the “Offering Shares”), and one redeemable warrant (a “Warrant” and the Warrants included in the Units sold, the “Offering Warrants”). Each whole Warrant entitles the holder thereof to purc

GigCapital7 Corp.
Administrative Services Agreement • September 3rd, 2024 • GigCapital7 Corp. • Blank checks

This letter will confirm our agreement that, commencing on the date the securities of GigCapital7 Corp. (the “Company”) are first listed on the Nasdaq Stock Market LLC (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

GIGCAPITAL7 CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT
Warrant Agreement • September 3rd, 2024 • GigCapital7 Corp. • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of August 28, 2024, is by and between GigCapital7 Corp., a Cayman Islands exempted company (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”).

FORM OF SUBSCRIPTION AGREEMENT
Subscription Agreement • June 7th, 2024 • GigCapital7 Corp. • New York

This SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the ___ day of ________, 2024, by and among GigCapital7 Corp., a Cayman Islands exempted company (the “SPAC”), and [_____________], a [_______ __________] (the “Investor”).

Subject: Consulting Services Agreement
Consulting Services Agreement • August 14th, 2024 • GigCapital7 Corp. • Blank checks • New York

THIS CONSULTING SERVICES AGREEMENT (this “Agreement”) is entered into as of July 15, 2024 (the “Effective Date”) by and among GigCapital7 Corp., a Cayman Islands exempted company (the “Company”), and Meteora Capital, LLC, a Delaware limited liability company and its affiliates (the “Consultant”).

FORM OF AMENDMENT TO SUBSCRIPTION AGREEMENT
Subscription Agreement • August 14th, 2024 • GigCapital7 Corp. • Blank checks

THIS AMENDMENT TO THE SUBSCRIPTION AGREEMENT (this “Amendment”), made effective as of _______, 2024, is by and among _______________ (the “Investor”) and GigCapital7 Corp. (the “Company”), and amends the Subscription Agreement by and among the Investor and the Company dated as of ________, 2024 (the “Subscription Agreement”). Terms used but not defined herein shall have the meaning given to them in the Subscription Agreement.

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