0001193125-23-282785 Sample Contracts

INDEMNITY AGREEMENT
Indemnity Agreement • November 24th, 2023 • GigCapital5, Inc. • Electromedical & electrotherapeutic apparatus • Delaware

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], by and between QT Imaging Holdings, Inc., a Delaware corporation (the “Company”), and [•] (“Indemnitee”).

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Distribution Agreement between QT Imaging, Inc. Novato, California, USA - hereinafter referred to as “QT” - and Innovador Healthcare (Asia) Pte. Ltd. Singapore - hereinafter referred to as “IHA” -
Distribution Agreement • November 24th, 2023 • GigCapital5, Inc. • Electromedical & electrotherapeutic apparatus

This Distribution Agreement (“Agreement”) is made and entered into as of November 2, 2022 (the “Effective Date”) by and between QT (the “Supplier”) and IHA (the “Distributor”).

DISTRIBUTION AGREEMENT
Distribution Agreement • November 24th, 2023 • GigCapital5, Inc. • Electromedical & electrotherapeutic apparatus • Delaware

This DISTRIBUTION AGREEMENT (the “Agreement”) is entered into as of November December 14, 2020 (the “Effective Date”) by and between QT Ultrasound LLC, a Delaware limited liability company (“QT”) and its Affiliates, and Freedom Ventures B.V, a Dutch limited liability company established and existing under the laws of the Netherlands (“Freedom Ventures”) and its Affiliates. Each of QT and Freedom Ventures may be referred to individually as a “Party” and together as the “Parties”.

Contract
Sales Agent Agreement • November 24th, 2023 • GigCapital5, Inc. • Electromedical & electrotherapeutic apparatus

SALES AGENT AGREEMENT PREAMBLE This Agreement is designed to establish a relationship; whereby, NXC IMAGING can sell and service the QT IMAGING Breast Scanner 2000 Series (“Product”) in the territories outlined in Appendix A: * Sales of Products will not be exclusive; and * Service of Products sold by NXC IMAGING will be exclusive to NXC IMAGING and its subsidiaries. This Agreement establishes a sales commission structure in which QT IMAGING pays NXC IMAGING a sales commission on sales of the Product. The Professional Services provided by QT IMAGING will be established under a separate agreement. The commission to QT IMAGING for NXC IMAGING:s servicing revenue from its sales of the Product will be established under a separate agreement. This Agreement does not include any licenses to manufacture, any OEM arrangements for QT IMAGING to make scanners for NXC IMAGING or Canon Medical Systems USA, or any rights to QT IMAGINGs intellectual property (patents and proprietary software). AGREEM

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 24th, 2023 • GigCapital5, Inc. • Electromedical & electrotherapeutic apparatus • New York

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 10, 2023, is by and among QT Imaging, Inc., a Delaware corporation with offices located at 3 Hamilton Landing, Suite 160, Novato, CA 94949 (the “Company”), GigCapital5, Inc., a Delaware corporation (“SPAC”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

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