REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this Agreement) is entered into as of the [DAY] day of [MONTH], 2021, by and among GigCapital5, Inc., a Delaware corporation (the Company), and the undersigned parties listed under Holders on the signature page hereto (each such party, and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2, a Holder and collectively, the Holders).
WHEREAS, on February 12, 2021, the Company and GigAcquisitions5, LLC, a Delaware limited liability company (the Sponsor), entered into a subscription agreement pursuant to which the Company issued and sold 10,047,500 shares (the Founder Shares) of its common stock, par value $0.0001 per share (Common Stock) to the Sponsor;
WHEREAS, on [DATE], 2021, the Company and the Sponsor, and the Company, and Oppenheimer & Co. Inc. and William Blair & Company, L.L.C. (each such party an IPO Underwriter and collectively, the IPO Underwriters) entered into separate unit purchase agreements, pursuant to which the Sponsor and Underwriters agreed to purchase an aggregate of 1,175,000 units of the Company (or up to 1,301,250 units of the Company if the Underwriters over-allotment option in connection with the Companys initial public offering is exercised in full) (the Private Units), with each such unit consisting of one share of Common Stock (all of such shares, collectively, the Private Shares) and one-third of one warrant, each whole warrant entitling the holder to purchase one share of Common Stock at an exercise price of $11.50 per share (all of such whole warrants, collectively, Private Warrants), in a private placement transaction occurring simultaneously with the closing of the Companys initial public offering;
WHEREAS, on [DATE], 2021, the Company issued and sold 15,000 shares (collectively, the Insider Shares) of Common Stock as follows: 5,000 shares of Common Stock to Brad Weightman and 10,000 shares of Common Stock to ICR, LLC, an investor relations firm providing services to the Company (collectively, the Insiders) in consideration for their future services as the Companys Treasurer and Chief Financial Officer and investor relations firm, respectively; and
WHEREAS, the Sponsor, the Insiders, the IPO Underwriters, and the Company desire to set forth certain matters regarding the Registrable Securities (as defined below) owned by the Holders.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. DEFINITIONS. The following capitalized terms used herein have the following meanings:
Adverse Disclosure means any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive Officer or Chief Financial Officer of the Company, after consultation with counsel to the Company, (i) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were not being filed, and (iii) the Company has a bona fide business purpose for not making such information public.
Agreement means this Agreement, as amended, restated, supplemented, or otherwise modified from time to time.
Board means the Board of Directors of the Company.