Company Warrant outstanding as of immediately prior to the Effective Time will be entitled to the contingent right to receive a portion of the Merger Consideration Earnout Shares, if, as and when
payable.
Further, subject to the terms and conditions contained in the BCA, at the Effective Time, each share of common stock of Merger Sub
(Merger Sub Common Stock) issued and outstanding immediately prior to the effective time will be converted into and exchanged for one share of common stock of the Surviving Corporation.
After the QTI Business Combination has closed, QTI equity holders immediately prior to the Effective Time will have the contingent right to receive additional
shares of Common Stock based on the performance of QTI Holdings of certain requirements (the Triggering Events). At the closing of the QTI Business Combination and immediately prior to the Effective Time, GigCapital5 will
deposit with a bank or trust company that will be designated by GigCapital5 and is reasonably satisfactory to QT Imaging (the Exchange Agent), among other shares, the sum of 9,000,000 shares of Common Stock (the
Merger Consideration Earnout Shares). Promptly upon the occurrence of any Triggering Event, and the achievement of certain performance milestones, the Exchange Agent shall release up to an aggregate of 3,000,000 Pro Rata
Shares (as defined in the BCA) of Merger Consideration Earnout to QTI equity holders, in each of 2024, 2025, and 2026.
BCA
Amendments
On May 5, 2023, the Company, Merger Sub and QT Imaging entered into the First Amendment to Business Combination
Agreement, which, among other things, fixed a typo in the name of knowledge parties.
On September 21, 2023, the Company, Merger Sub
and QT Imaging entered into the Second Amendment to Business Combination Agreement, which, among other things, amended certain definitions and removed the minimum liquidity requirement as a closing condition.
On November 10, 2023, the Company, Merger Sub and QT Imaging entered into the Third Amendment to Business Combination Agreement, which,
among other things, amended certain definitions of the BCA.
On November 22, 2023, the Company, Merger Sub and QT Imaging entered
into the Fourth Amendment to Business Combination Agreement, which extended the Outside Date to March 31, 2024.
September 2023 Non-Redemption
Agreements
In September 2023, GigCapital5 and QT Imaging entered into the September 2023 Non-Redemption Agreements with the September
2023 NRA Stockholders, pursuant to which the September 2023 NRA Stockholders agreed not to redeem or to reverse any previously submitted redemption demands, in connection with the extension of the Combination Period in September 2023 with respect to
the aggregate number of 2,042,903 shares of the GigCapital5 Common Stock. In consideration of the foregoing, QT Imaging agreed to issue to the September 2023 NRA Stockholders immediately prior to and substantially concurrently with the Closing, that
number of shares of QT Imaging Common Stock equal to the total of 306,435 shares of the GigCapital5 Common Stock. The QT Imaging Common Stock will be issued directly to the September 2023 NRA Stockholder in book-entry form on the books and records
of the Combined Company, and the GigCaptial5 Common Stock into which the QT Imaging Common Stock convert at the Closing will be issued directly to the September 2023 NRA Stockholders in book-entry form on the books and records of the Companys
transfer agent in accordance with the terms of the QTI Business Combination Agreement. One of the September 2023 NRA Stockholders is Meteora Capital Partners, LP, which has an economic interest in the Sponsor. The non-redeemed GigCapital5 Common
Stock held by the September 2023 NRA Stockholders will not be subject to any other transfer restrictions than those described in the September 2023 Non-Redemption Agreements.
Stock Subscription Agreements
QT Imaging, together with GigCapital5 and the Stock Subscription Investors, in November 2023 entered into definitive Stock Subscription
Agreements, pursuant to which the Stock Subscription Investors have subscribed for the purchase of shares of QT Imaging Common Stock in such amount that upon the completion of the QTI Business Combination and the application of the Exchange Ratio
will be exchanged for such consideration as is provided for in the BCA, including that number of shares of common stock of QT Holdings
20