GIGCAPITAL7 CORP. FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • August 14th, 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:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 14th, 2024 • GigCapital7 Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 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”).
PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENTPrivate Placement Warrant Purchase Agreement • August 14th, 2024 • GigCapital7 Corp. • Blank checks • New York
This PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENT (this “Agreement”) is made as of _________, 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 LLCLetter Agreement • August 14th, 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 25,000,000 units (the “Initial Units”) of the Company, and up to 3,750,000 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.GigCapital7 Corp. • August 14th, 2024 • 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
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 14th, 2024 • GigCapital7 Corp. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of ____, 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”).
GIGCAPITAL7 CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENTWarrant Agreement • August 14th, 2024 • GigCapital7 Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [X], 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 INDEMNITY AGREEMENTForm of Indemnity Agreement • August 14th, 2024 • GigCapital7 Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of _______, 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 _____________ (“Indemnitee”).
Subject: Consulting Services AgreementConsulting 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 AGREEMENTSubscription 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.
