GIGCAPITAL5, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENTWarrant Agreement • March 22nd, 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”).
INDEMNITY AGREEMENTIndemnity Agreement • March 22nd, 2021 • GigCapital5, Inc. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2021, by and between GigCapital5, Inc., a Delaware corporation (the “Company”), and ___________________________ (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 22nd, 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.
UNIT PURCHASE AGREEMENTUnit Purchase Agreement • March 22nd, 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. UNDERWRITING AGREEMENTUnderwriting Agreement • March 22nd, 2021 • GigCapital5, Inc. • Blank checks • New York
GigCapital5, Inc., a Delaware corporation (the “Company”), hereby confirms its agreement with Oppenheimer & Co. Inc. (“Oppenheimer”) and William Blair & Company L.L.C. (together with Oppenheimer, 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. STRATEGIC SERVICES AGREEMENTStrategic Services Agreement • March 22nd, 2021 • GigCapital5, Inc. • Blank checks • California
This, the “Strategic Services Agreement”, is made on this day of , 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 Oppenheimer & Co. Inc. New York, New York 10004 William Blair & Company, L.L.C. Chicago, IL 60606Underwriting Agreement • March 22nd, 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 Oppenheimer & Co. Inc. 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 35,000,000 units (the “Initial Units”) of the Company, and up to an additional 5,250,000 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-third of one redeemable warrant to purchase one share of Common Stock at a price of $11.50 per share, subj
Re: Initial Public OfferingUnderwriting Agreement • March 22nd, 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 Oppenheimer & Co. Inc. 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 35,000,000 units (the “Initial Units”) of the Company, and up to an additional 5,250,000 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-third of one redeemable warrant to purchase one share of Common Stock at a price
GigCapital5, Inc.Administrative Services Agreement • March 22nd, 2021 • GigCapital5, Inc. • 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 22nd, 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”).
