REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 5th, 2024 • Qt Imaging Holdings, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 4, 2024, by and among GigCapital5, Inc., a Delaware corporation (the “Company”), and each of the undersigned parties listed under “Holder” on the signature page hereto (each such party, a “Holder” and collectively the “Holders”). Any capitalized term used but not defined herein will have the meaning ascribed to such term in the Business Combination Agreement (as defined below).
SUBSCRIPTION AGREEMENTSubscription Agreement • March 5th, 2024 • Qt Imaging Holdings, Inc. • Electromedical & electrotherapeutic apparatus
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on February 28, 2024, by and among QT Imaging, Inc., a Delaware corporation (the “Company”), GigCapital5, Inc., a Delaware corporation (“SPAC”), and the undersigned subscriber (“Subscriber”).
LOCK-UP AGREEMENTLock-Up Agreement • March 5th, 2024 • Qt Imaging Holdings, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
This Lock-Up Agreement (this “Agreement”) is made and entered into as of March 4, 2024, by and among GigCapital5, Inc., a Delaware corporation (“GigCapital5”), QT Imaging, Inc., a Delaware corporation (the “Company”), and those equityholders of the Company listed on the signature pages hereto (each, a “Lock-Up Party” and, collectively, the “Lock-Up Parties”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
SECURITY AGREEMENT Dated as of March , 2024 among QT IMAGING HOLDINGS, INC. F/K/A GIGCAPITAL5, INC. and Each Other Grantor From Time to Time Party Hereto and FUNICULAR FUNDS, LPSecurity Agreement • March 5th, 2024 • Qt Imaging Holdings, Inc. • Electromedical & electrotherapeutic apparatus • New York
SECURITY AGREEMENT, dated as of March , 2024 (this “Agreement”), by and among QT IMAGING HOLDINGS, INC. F/K/A GIGCAPITAL5, INC., a Delaware corporation (the “Borrower”), each of the other entities listed on the signature pages hereof or that becomes a party hereto pursuant to Section 8.6 (the “Grantors”), and FUNICULAR FUNDS, LP, a Delaware limited partnership, or its registered assigns (the “Secured Party”).
GUARANTYGuaranty • March 5th, 2024 • Qt Imaging Holdings, Inc. • Electromedical & electrotherapeutic apparatus • New York
This Guaranty (this “Guaranty”) is by and among the Guarantors identified on the signature page hereto and each other Person that becomes a party hereto pursuant to Section 19 (each a “Guarantor”; together, the “Guarantor(s)”), for the benefit of FUNICULAR FUNDS, LP (the “Holder”), and is dated as of , 2024 (the “Effective Date”).
GIGCAPITAL5, INC. NOTE PURCHASE AGREEMENTNote Purchase Agreement • March 5th, 2024 • Qt Imaging Holdings, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
This Note Purchase Agreement (this “Agreement”) is made as of February 29, 2024, by and among GigCapital5, Inc., a Delaware corporation (the “Company”), Funicular Funds, LP, a Delaware limited partnership (the “Noteholder”), and QT Imaging, Inc., a Delaware corporation (“QT Imaging”).
