0001193125-23-277144 Sample Contracts

FORM OF SUBSCRIPTION AGREEMENT
Subscription Agreement • November 14th, 2023 • GigCapital5, Inc. • Electromedical & electrotherapeutic apparatus

This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on November , 2023, by and among QT Imaging, Inc., a Delaware corporation (the “Company”), GigCapital5, Inc., a Delaware corporation (“SPAC”), and the undersigned subscriber (“Subscriber”).

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THIRD AMENDMENT TO BUSINESS COMBINATION AGREEMENT
Business 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).

FORM OF NON-REDEMPTION AGREEMENT
Form 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).

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