EX-10.4





 Exhibit 10.4 

GigCapital5, Inc. 
 1731
Embarcadero Road 
 Suite 200 

Palo Alto, CA 94303 
 , 2021

 RE: Grant of Insider Shares 
 Dear :

 We are pleased that you (“you”) have agreed to serve as
the                of GigCapital5, Inc., a Delaware corporation (the “Company”). In exchange for your future services
as                 , you are hereby granted                shares (the
“Insider Shares”) of the common stock, par value $0.0001 per share (“Common Stock”), of the Company, pursuant to the terms of this agreement (this “Agreement”), as follows: 

1. Grant of Insider Shares. Solely in consideration for your future services as of the Company, the Company hereby grants the Insider
Shares to you. The Company will deliver to you a certificate registered in your name representing the Insider Shares. 
 2.
Representations, Warranties and Agreements. 
 2.1. Your Representations, Warranties and Agreements. To induce the Company to
issue the Insider Shares to you, you hereby represent and warrant to the Company and agree with the Company as follows: 
 2.1.1. No
Government Recommendation or Approval. You understand that no federal or state agency has passed upon or made any recommendation or endorsement of the offering of the Insider Shares. 

2.1.2. No Conflicts. The execution, delivery and performance of this Agreement and the consummation by you of the transactions
contemplated hereby do not violate, conflict with or constitute a default under (i) any agreement, indenture or instrument to which you are a party, (ii) any law, statute, rule or regulation to which you are subject, or (iii) any
agreement, order, judgment or decree to which you are subject. 
 2.1.3. Organization and Authority. You possess all requisite power
and authority necessary to carry out the transactions contemplated by this Agreement. Upon execution and delivery by you, this Agreement will be a legal, valid and binding agreement of you, enforceable against you in accordance with its terms,
except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether
enforcement is sought in a proceeding at law or in equity). 
 2.1.4. Experience, Financial Capability and Suitability. You are:
(i) sophisticated in financial matters and is able to evaluate the risks and benefits of the acquisition of the Insider Shares and (ii) able to bear the economic risk of such acquisition of the Insider Shares for an indefinite period of
time because the Insider Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and therefore cannot be resold unless subsequently registered under the Securities Act or an
exemption from such registration is available. You are capable of evaluating the merits and risks of such acquisition of the Insider Shares and have the capacity to protect your own interests. You must bear the economic risk of the Insider Shares
until the Insider Shares are sold pursuant to: (x) an effective registration statement under the Securities Act or (y) an exemption from registration available with respect to such sale. You are able to bear the economic risks and to
afford a complete loss of your investment in the Insider Shares. 
 2.1.5. Access to Information; Independent Investigation. Prior to
the execution of this Agreement, you have had the opportunity to ask questions of and receive answers from representatives of the Company concerning the Company, as well as the finances, operations, business and prospects of the Company, and the
opportunity to obtain additional information to verify the accuracy of all information so obtained. You have relied solely on your own knowledge and understanding of the Company and its business based upon your own due diligence investigation and
the information furnished pursuant to this paragraph. You understand that no person has been authorized to give any information or to make any representations which were not furnished pursuant to this Section 2 and you have
not relied on any other representations or information in making your investment decision, whether written or oral, relating to the Company, its operations or its prospects. 












 2.1.6. Restrictions on Transfer; Shell Company. You understand the Insider Shares
are being offered in a transaction not involving a public offering within the meaning of the Securities Act. You understand the Insider Shares will be “restricted securities” as defined in Rule 144(a)(3) under the Securities Act and you
understand that the certificate representing the Insider Shares will contain a legend in respect of such restrictions. If in the future you decide to offer, resell, pledge or otherwise transfer the Insider Shares, such Insider Shares may be offered,
resold, pledged or otherwise transferred only in accordance with the provisions of Sections 4.1 and 4.2 hereof. You agree that if any transfer of its Insider Shares or any interest therein is proposed to be made, as a condition
precedent to any such transfer, you may be required to deliver to the Company an opinion of counsel satisfactory to the Company. Absent registration or an exemption, you agree not to resell the Insider Shares. You further acknowledge that because
the Company is a shell company, Rule 144 may not be available to you for the resale of the Insider Shares until at least one year following consummation of the initial Business Combination of the Company, despite technical compliance with the
certain requirements of Rule 144 and the release or waiver of any contractual transfer restrictions. For the purposes of this Agreement, the term “Business Combination” means a merger, share exchange, asset acquisition, stock
purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities. 
 3. Waiver of
Liquidation Distributions; Redemption Rights. In connection with the Insider Shares granted pursuant to this Agreement, you hereby waive any and all right, title, interest or claim of any kind in or to any distributions by the Company from the
trust account which will be established for the benefit of the Company’s public stockholders and into which substantially all of the proceeds of the initial public offering of the Company’s equity securities (the
“IPO”) will be deposited (the “Trust Account”), in the event of a liquidation of the Company upon the Company’s failure to timely complete an initial Business Combination. For purposes of clarity,
in the event you purchase Common Stock in the IPO or in the aftermarket, any additional Common Stock so granted shall be eligible to receive any liquidating distributions by the Company. However, in no event will you have the right to redeem any
shares of Common Stock into funds held in the Trust Account upon the successful completion of an initial Business Combination. 
 4.
Restrictions on Transfer. 
 4.1. Securities Law Restrictions. In addition to the restrictions set forth in
Section 4, you shall not sell, transfer, pledge, hypothecate or dispose of all or any part of the Insider Shares prior to the date on which the Company completes its initial Business Combination. Notwithstanding the foregoing,
you may transfer the Insider Shares to Permitted Transferees as such term is defined in the Insider Letter (as defined below), provided that such Permitted Transferees must agree in writing to be bound by this Section 4 and
such Insider Shares remain subject to forfeiture as provided in Section 5. You agree not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Insider Shares unless, prior thereto (a) a
registration statement on the appropriate form under the Securities Act and applicable state securities laws with respect to the Insider Shares proposed to be transferred shall then be effective or (b) the Company has received an opinion from
counsel reasonably satisfactory to the Company, that such registration is not required because such transaction is exempt from registration under the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and
with all applicable state securities laws. 
 4.2. Lock-ups. You acknowledge that the Insider
Shares will be subject to restrictions on transfer (the “Lock-ups”) contained in that certain letter agreement (the “Insider Letter”), of even date herewith, by
and between the Company, the undersigned and each other person who is, as of the date hereof, an executive officer, director or director nominee of the Company, which Insider Letter shall be substantially in the form to be filed as an exhibit to the
Registration Statement. 
 4.3. Restrictive Legends. All certificates representing the Insider Shares shall have endorsed thereon
legends substantially as follows: 
 “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY
STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM
REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL, IS AVAILABLE.” 












 “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
LOCK-UP PROVISIONS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PERIOD. ANY TRANSFEREE SHALL BE SUBJECT TO THE RESTRICTIONS SET FORTH IN THE GRANT
AGREEMENT.” 
 4.4. Additional Insider Shares or Substituted Securities. In the event of the declaration of a stock dividend, the
declaration of a special dividend payable in a form other than Common Stock, a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the
Company’s outstanding Common Stock without receipt of consideration, any new, substituted or additional securities or other property which are by reason of such transaction distributed with respect to any Insider Shares subject to
Section 4 and Subsections 4.4-4.5, or into which such Insider Shares thereby become convertible shall immediately be subject to this Section 4.
Appropriate adjustments to reflect the distribution of such securities or property shall be made to the number or class of Insider Shares subject to this Section 4. 

4.5. Registration Rights. You acknowledge that the Insider Shares are being acquired pursuant to an exemption from the registration
requirements of the Securities Act and will become freely tradable only after certain conditions are met or they are registered pursuant to a Registration Rights Agreement to be entered into with the Company prior to the closing of the IPO. 

5. Forfeiture. If you cease to serve as of the Company due to your resignation or removal for cause at time prior to the date on which
the Company completes its initial Business Combination, all of the Insider Shares granted hereunder will be automatically forfeited by you for no consideration and immediately cancelled by the Company. 

6. Voting and Redemption of Insider Shares. You agree to (i) vote the Insider Shares in favor of an initial Business Combination
that the Company negotiates and submits for approval to the Company’s stockholders and shall not seek redemption with respect to such Insider Shares, (ii) not redeem any Insider Shares in connection with a redemption or tender offer
presented to the Company’s stockholders in connection with an initial Business Combination negotiated by the Company and (iii) comply with such other provisions as set forth in the Insider Letter. 

7. Section 83(b) Election. You understand that Section 83(a) of the Internal Revenue Code of 1986, as amended
(the “Code”), taxes as ordinary income the difference between the amount paid for the Insider Shares and the Fair Market Value of the Insider Shares as of the date any restrictions on the Insider Shares lapse. In this context,
“restriction” means the obligation of you to forfeit the Insider Shares as set forth in Section 5 of this Agreement. You understand that you may elect to be taxed at the time the Insider Shares are
purchased, rather than when and as the restriction expires, by filing an election under Section 83(b) (an “83(b) Election”) of the Code with the Internal Revenue Service within thirty (30) days from the date of grant. Even
if the Fair Market Value of the Insider Shares at the time of the execution of this Agreement equals the amount paid for the Insider Shares, the election must be made to avoid income under Section 83(a) in the future. You understand that
failure to file such an election in a timely manner may result in adverse tax consequences for you. You further understand that an additional copy of such election form should be filed with your federal income tax return for the calendar year in
which the date of this Agreement falls. You acknowledge that the foregoing is only a summary of the effect of United States federal income taxation with respect to purchase of the Insider Shares hereunder, and does not purport to be complete. You
further acknowledge that the Company has directed you to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which you may reside, and the tax consequences of
your death. 
 You agree that you will execute and deliver to the Company with this executed Agreement a copy of the Acknowledgment and
Statement of Decision Regarding Section 83(b) Election (the “Acknowledgment”), attached hereto as Exhibit A. You further agree that you will execute and submit with the Acknowledgment a copy of the 83(b) Election,
attached hereto as Exhibit B, if you have indicated in the Acknowledgment your decision to make such an election. 
 8. Tax
Consequences. You should obtain advice from an appropriate independent professional adviser with respect to, and under the laws of your country of residence and/or citizenship, the taxation implications of the grant, issuance, purchase,
retention, assignment, release, cancellation, sale or any other disposal of the Shares (each, a “Trigger Event”). You should also obtain advice in respect of the taxation indemnity provisions under Section 7 below. 












 9. Indemnification; Tax Indemnity. Each party shall indemnify the other against any
loss, cost or damages (including reasonable attorneys’ fees and expenses) incurred as a result of such party’s breach of any representation, warranty, covenant or agreement in this Agreement. Notwithstanding the foregoing or anything
herein to the contrary, to the extent permitted by law, you hereby agrees to indemnify and keep indemnified the Company and the Company as trustee for and on behalf of any affiliate entity, in respect of any liability or obligation of the Company
and/or any affiliate entity to account for income tax or any other taxation provisions under the laws of your country of citizenship and/or residence to the extent arising from a Trigger Event. 

10. Other Agreements. 

10.1. Further Assurances. You agree to execute such further instruments and to take such further action as may reasonably be necessary
to carry out the intent of this Agreement. 
 10.2. Notices. All notices, statements or other documents which are required or
contemplated by this Agreement shall be in writing and delivered: (i) personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address designated in writing,
(ii) by facsimile to the number most recently provided to such party or such other address or fax number as may be designated in writing by such party and (iii) by electronic mail, to the electronic mail address most recently provided to
such party or such other electronic mail address as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day
following receipt of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail. 

10.3. Entire Agreement. This Agreement, together with the Insider Letter and the Registration Rights Agreement, embodies the entire
agreement and understanding between you and the Company with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof. No statement, representation, warranty,
covenant or agreement of any kind not expressly set forth in this Agreement shall affect, or be used to interpret, change or restrict, the express terms and provisions of this Agreement. 

10.4. Modifications and Amendments. The terms and provisions of this Agreement may be modified or amended only by written agreement
executed by all parties hereto. 
 10.5. Waivers and Consents. The terms and provisions of this Agreement may be waived, or consent
for the departure therefrom granted, only by written document executed by the party entitled to the benefits of such terms or provisions. No such waiver or consent shall be deemed to be or shall constitute a waiver or consent with respect to any
other terms or provisions of this Agreement, whether or not similar. Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was given, and shall not constitute a continuing waiver or consent.

 10.6. Assignment. The rights and obligations under this Agreement may not be assigned by either party hereto without the prior
written consent of the other party. 
 10.7. Benefit. All statements, representations, warranties, covenants and agreements in this
Agreement shall be binding on the parties hereto and shall inure to the benefit of the respective successors and permitted assigns of each party hereto. Nothing in this Agreement shall be construed to create any rights or obligations except among
the parties hereto, and no person or entity shall be regarded as a third-party beneficiary of this Agreement. 
 10.8. Governing Law.
This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with and governed by the laws of New York applicable to contracts wholly performed within the borders of such state, without giving effect to the
conflict of law principles thereof. 
 10.9. Severability. In the event that any court of competent jurisdiction shall determine that
any provision, or any portion thereof, contained in this Agreement shall be unreasonable or unenforceable in any respect, then such provision shall be deemed limited to the extent that such court deems it reasonable and enforceable, and as so
limited shall remain in full force and effect. In the event that such court shall deem any such provision, or portion thereof, wholly unenforceable, the remaining provisions of this Agreement shall nevertheless remain in full force and effect. 












 10.10. No Waiver of Rights, Powers and Remedies. No failure or delay by a party
hereto in exercising any right, power or remedy under this Agreement, and no course of dealing between the parties hereto, shall operate as a waiver of any such right, power or remedy of such party. No single or partial exercise of any right, power
or remedy under this Agreement by a party hereto, nor any abandonment or discontinuance of steps to enforce any such right, power or remedy, shall preclude such party from any other or further exercise thereof or the exercise of any other right,
power or remedy hereunder. The election of any remedy by a party hereto shall not constitute a waiver of the right of such party to pursue other available remedies. No notice to or demand on a party not expressly required under this Agreement shall
entitle the party receiving such notice or demand to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the party giving such notice or demand to any other or further action in any
circumstances without such notice or demand. 
 10.11. Survival of Representations and Warranties. All representations and warranties
made by the parties hereto in this Agreement or in any other agreement, certificate or instrument provided for or contemplated hereby, shall survive the execution and delivery hereof and any investigations made by or on behalf of the parties. 

10.12. No Broker or Finder. Each of the parties hereto represents and warrants to the other that no broker, finder or other financial
consultant has acted on its behalf in connection with this Agreement or the transactions contemplated hereby in such a way as to create any liability on the other. Each of the parties hereto agrees to indemnify and hold the other harmless from any
claim or demand for commission or other compensation by any broker, finder, financial consultant or similar agent claiming to have been employed by or on behalf of such party and to bear the cost of legal expenses incurred in defending against any
such claim. 
 10.13. Headings and Captions. The headings and captions of the various sections of this Agreement are for convenience
of reference only and shall in no way modify or affect the meaning or construction of any of the terms or provisions hereof. 
 10.14.
Counterparts. This Agreement may be executed in one or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered
to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or any other form of electronic delivery, such signature shall create a valid and
binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof. 

10.15. Construction. The words “include,” “includes,” and “including” will be deemed
to be followed by “without limitation.” Pronouns in masculine, feminine, and neuter genders will be construed to include any other gender, and words in the singular form will be construed to include the plural and vice versa, unless
the context otherwise requires. The words “this Agreement,” “herein,” “hereof,” “hereby,” “hereunder,” and words of similar import refer to this Agreement as a
whole and not to any particular section unless expressly so limited. The parties hereto intend that each representation, warranty, and covenant contained herein will have independent significance. If any party hereto has breached any representation,
warranty, or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such party hereto has not
breached will not detract from or mitigate the fact that such party hereto is in breach of the first representation, warranty, or covenant. 

10.16. Mutual Drafting. This Agreement is the joint product of you and the Company and each provision hereof has been subject to the
mutual consultation, negotiation and agreement of such parties and shall not be construed for or against any party hereto. 
 [Signature
Page Follows] 












 If the foregoing accurately sets forth our understanding and agreement, please sign the
enclosed copy of this Agreement and return it to us. 
  

	
	 Very truly yours,

	
	 GIGCAPITAL5, INC.

	
	  

	 Dr. Raluca Dinu, Chief Executive Officer

and President, and Secretary



 Accepted and agreed this day
of                , 2021. 
  

 
 Signature Page to
Subscription Agreement 












 EXHIBIT A 

ACKNOWLEDGMENT AND STATEMENT OF DECISION 

REGARDING SECTION 83(b) ELECTION 

The undersigned (which term includes the undersigned’s spouse), a grantee of shares (the “Insider Shares”) of Common
Stock of GigCapital5, Inc., a Delaware corporation (the “Company”), hereby states as follows: 
  

			
	1.	  	The undersigned either [check and complete as applicable]:
		
	(a)	  	has consulted, and has been fully advised by, the undersigned’s own tax advisor, __________________________, whose business address is _____________________________, regarding the federal, state and local tax consequences of
acquiring the Insider Shares, and particularly regarding the advisability of making elections pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”) and pursuant to the corresponding provisions, if
any, of applicable state law; or
		
	(b)	  	has knowingly chosen not to consult such a tax advisor.
		
	2.	  	The undersigned hereby states that the undersigned has decided [check as applicable]:
		
	(a)	  	to make an election pursuant to Section 83(b) of the Code, and is submitting to the Company, together with the undersigned’s executed Insider Shares Grant Agreement, an executed form entitled “Election Under
Section 83(b) of the Internal Revenue Code of 1986;” or
		
	(b)	  	not to make an election pursuant to Section 83(b) of the Code.


 3. Neither the Company nor any subsidiary or representative of the Company has made any warranty or
representation to the undersigned with respect to the tax consequences of the undersigned’s acceptance of Insider Shares or of the making or failure to make an election pursuant to Section 83(b) of the Code or the corresponding provisions,
if any, of applicable state law. 
  

			
	Date:                                     
                           	  	                                      
                      
		
	Date:                                     
                           	  	                                      
                      
		
		  	Spouse of













 EXHIBIT B 

ELECTION UNDER SECTION 83(b) 

OF THE INTERNAL REVENUE CODE OF 1986 

The undersigned taxpayer hereby elects, pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, to include in
taxpayer’s gross income for the current taxable year, the amount of any compensation taxable to taxpayer in connection with taxpayer’s receipt of the property described below: 

 

	1.    The	 name, address, taxpayer identification number and taxable year of the undersigned are as follows:



 NAME OF TAXPAYER: _____________________ 

NAME OF SPOUSE: _____________________ 
  

                       
                                      

ADDRESS: _____________________________ 

IDENTIFICATION NO. OF TAXPAYER: _______________ 

IDENTIFICATION NO. OF SPOUSE: _______________ 

TAXABLE YEAR: _______________ 
  

	2.    The	 property with respect to which the election is made is described as follows: 



_______________ shares of the Common Stock of GigCapital5, Inc., a Delaware corporation (the “Company”). 

 

	3.    The	 date on which the property was transferred is: _______________ 



 

	4.    The	 property is subject to the following restrictions: 



The shares are subject to forfeiture and cancellation by the Company for no consideration upon termination of taxpayer’s employment or
consulting relationship due to taxpayer’s resignation or termination for cause prior to the date of the Company’s initial Business Combination (as defined in the grant agreement). 

 

	5.    The	 fair market value at the time of transfer, determined without regard to any restriction other than a
restriction which by its terms will never lapse, of such property is: $_______________. 


  

	6.    The	 amount (if any) paid for such property: $______________ 



The undersigned has submitted a copy of this statement to the person for whom the services were performed in connection with the
undersigned’s receipt of the above-described property. The transferee of such property is the person performing the services in connection with the transfer of said property. 

The undersigned understands that the foregoing election may not be revoked except with the consent of the Commissioner. 

 

			
	Dated:
                                         
           	  	                                      
              
		
	Dated:                                     
               	  	                                      
              
		  	Spouse of