EX-10.1




 Exhibit 10.1 

Stockholder Support Agreement 

Execution Copy 

STOCKHOLDER SUPPORT AGREEMENT, dated as of December 8, 2022 (this “Agreement”), by and among GigCapital5, Inc., a
Delaware corporation (“GigCapital5”), and certain of the stockholders of QT Imaging, Inc., a Delaware corporation (the “Company”), whose names appear on the signature pages of this Agreement (each, a
“Stockholder” and, collectively, the “Stockholders”). 
 RECITALS 

WHEREAS, GigCapital5, QTI Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of GigCapital5 (“Merger
Sub”), and the Company have negotiated a Business Combination Agreement in the form attached hereto as Exhibit B (the “BCA”; terms used but not defined in this Agreement shall have the meanings ascribed to
them in the BCA), which provides, among other things, that, upon the terms and subject to the conditions thereof, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly
owned subsidiary of GigCapital5; and 
 WHEREAS, as of the date hereof, each Stockholder owns of record the number of shares of
Company Common Stock and Company Preferred Stock as set forth opposite such Stockholder’s name on Exhibit A hereto (all such shares of Company Common Stock and Company Preferred Stock and any shares of Company Common Stock and
Company Preferred Stock of which ownership of record or the power to vote is hereafter acquired by the Stockholders prior to the termination of this Agreement being referred to herein as the “Shares”). 

AGREEMENT 
 NOW,
THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, and intending to be legally bound hereby, the parties hereto hereby agree as follows: 

1. BCA Approved; Agreement to Vote. Each Stockholder, with respect to such Stockholder’s Shares, severally and not jointly, hereby
agrees to vote, at any meeting of the Stockholders of the Company, and in any action by written consent of the Stockholders of the Company (which written consent shall be delivered promptly, and in any event within forty eight (48) hours, after
the Company requests such delivery), all of the Shares held by such Stockholder at such time in favor of the approval and adoption of the BCA and approval of the Merger and all other transactions contemplated by the BCA, provided in
all cases that no changes have been made in the BCA or in the Merger or related transactions or ancillary agreements under the BCA that are material to one or more of the Stockholders. Provided no changes are made in the BCA or in the Merger or
related transactions or ancillary agreements under the BCA that are material to one or more of the Stockholders, each Stockholder, severally and not jointly, hereby agrees to vote at any meeting of the Stockholders of the Company, and to act by
written consent of Company Stockholders, against any action, agreement, transaction or proposal that would cause a material breach of any covenant, representation, warranty or other obligation or agreement of the Company under the BCA or that would
reasonably be expected to prevent the Merger from being consummated. Each Stockholder acknowledges receipt and review of a copy of the BCA. 

2. Termination of Stockholder Rights. Subject to consummation of the Closing pursuant to the BCA, each Stockholder, severally and not
jointly, hereby agrees that, if applicable to such Stockholder, any rights under Article VII (Transfer of Shares and Admission of New Stockholders) and Article VIII (Tag Along Rights) of the Company’s Bylaws, as amended, and any
rights under any letter agreement providing for redemption rights, put rights, purchase rights or similar rights not generally available to Stockholders of the Company (the “Terminating Rights”) between such Stockholder and the
Company, shall terminate (and such Stockholder, without any further action, shall automatically and irrevocably release and waive any claim such Stockholder may have thereunder) 











 
immediately prior to the Closing under the BCA, and prior thereto such Stockholder shall not exercise such rights in any manner inconsistent with the BCA or otherwise reasonably likely to
interfere with, delay, impede, frustrate or prevent the consummation of the Merger. For the avoidance of doubt, the Terminating Rights shall exclude any rights such Stockholder may have that relate to any commercial or employment agreements or
arrangements between such Stockholder and the Company or any subsidiary of the Company, which shall survive in accordance with their terms. 

3. Transfer of Shares. Each Stockholder, severally and not jointly, agrees that he, she or it shall not, directly or indirectly,
(a) sell, assign, transfer (including by operation of law), create any lien or pledge, dispose of or otherwise encumber any of the Shares or otherwise agree to do any of the foregoing, except for a sale, assignment or transfer pursuant to the
BCA or to another Stockholder of the Company that is a party to this Agreement and bound by the terms and obligations hereof, (b) deposit any Shares into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power
of attorney with respect thereto that is inconsistent with this Agreement or (c) enter into any contract, option or other arrangement or undertaking with respect to the direct acquisition or sale, assignment, transfer or other disposition of
any Shares, except as set forth in the BCA or this Agreement; provided, that the foregoing shall not prohibit the transfer of the Shares to an affiliate of Stockholder, but only if such affiliate of such Stockholder shall execute this
Agreement or a joinder agreeing to become a party to this Agreement. 
 4. No Solicitation of Transactions. Each of the Stockholders,
severally and not jointly, agrees not to directly or indirectly, through any officer, director, representative, agent or otherwise, (a) solicit, initiate or knowingly encourage (including by furnishing information) the submission of, or
participate in any discussions or negotiations regarding, any transaction in violation of the BCA or (b) participate in any discussions or negotiations regarding, or furnish to any person or other entity or “group” within the meaning
of Section 13(d) of the Exchange Act, any information with the intent to, or otherwise cooperate in any way with respect to, or knowingly assist, participate in, facilitate or encourage, any unsolicited proposal that constitutes, or may
reasonably be expected to lead to, an Alternative Transaction in violation of the BCA. Each Stockholder shall, and shall direct his, her or its representatives and agents to, immediately cease and cause to be terminated any discussions or
negotiations with any parties that may be ongoing with respect to any Alternative Transaction (other than the transactions contemplated by the BCA) to the extent required by the BCA. If any Stockholder receives any inquiry or proposal with respect
to an Alternative Transaction, then such Stockholder shall promptly (and in no event later than twenty-four (24) hours after such Stockholder becomes aware of such inquiry or proposal) notify such person in writing that the Company is subject
to an exclusivity agreement with respect to the sale of the Company that prohibits such Stockholder from considering such inquiry or proposal. 

5. Representations and Warranties. Each Stockholder, severally and not jointly, represents and warrants to GigCapital5 as follows: 

(a) The execution, delivery and performance by such Stockholder of this Agreement and the consummation by such Stockholder of the transactions
contemplated hereby do not and will not (i) conflict with or violate any statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order applicable to such Stockholder, (ii) require any
consent, approval or authorization of, declaration, filing or registration with, or notice to, any person or entity, (iii) result in the creation of any encumbrance on any Shares (other than under this Agreement, the BCA and the agreements
contemplated by the BCA) or (iv) if such Stockholder is an entity, conflict with or result in a breach of or constitute a default under any provision of such Stockholder’s governing documents. 

(b) As of the date of this Agreement, such Stockholder owns exclusively of record and has good and valid title to the Shares set forth
opposite the Stockholder’s name on Exhibit A free and clear of any security interest, lien, claim, pledge, proxy, option, right of first refusal, agreement, voting restriction, limitation on disposition, charge, adverse claim
of ownership or use or other encumbrance of any kind and has the sole power to vote and the right, power and authority to sell, transfer and deliver such Shares, other than pursuant and subject to: (i) this Agreement, (ii) applicable
securities laws, and (iii) the Company’s certificate of incorporation 











 
and bylaws. Such Stockholder is not the registered owner of any Shares other than those set forth on Exhibit A. 

(c) Such Stockholder has the power, authority and capacity to execute, deliver and perform this Agreement and that this Agreement has been
duly authorized, executed and delivered by such Stockholder. No person not a signatory to this Agreement (or such signatory’s spouse for purposes of applicable community property laws) has a beneficial interest in or a right to acquire or vote
any of the Shares (other than, if Stockholder is trust, the beneficiary(ies) thereof). 
 6. Termination. This Agreement and the
obligations and liabilities of the Stockholders under this Agreement shall automatically terminate upon the earliest of (a) the Effective Time; (b) the termination of the BCA in accordance with its terms, (c) the effective date of a
written agreement of the parties hereto terminating this Agreement and (d) any material breach by GigCapital5 of the BCA that is not fully cured within the time permitted by the BCA. Upon termination of this Agreement, neither party shall have
any further obligations or liabilities under this Agreement. The representations and warranties contained in this Agreement and in any certificate or other writing delivered pursuant hereto shall not survive the Closing or the termination of this
Agreement. 
 7. Miscellaneous. 

(a) Except as otherwise provided herein, all costs and expenses incurred in connection with this Agreement and the transactions contemplated
hereby shall be paid by the party incurring such costs and expenses, whether or not the transactions contemplated hereby are consummated. 

(b) All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to
have been duly given upon receipt) by delivery in person, by e-mail or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses
or e-mail addresses (or at such other address or email address for a party as shall be specified in a notice given in accordance with this Section 7(b)): 

If to GigCapital5, to: 
  

			
	 GigCapital5, Inc.
 1731
Embarcadero Road, Suite 200
 Palo Alto, CA 94303

	 Attention:
	  	 Dr. Raluca Dinu, President and Chief Executive Officer

Dr. Avi S. Katz, Executive Chairman of the Board

	 Email:
	  	***; ***

  

			
	with a copy to:
	 DLA Piper LLP (US)
 555 Mission
Street
 Suite 2400
 San Francisco, CA 94105

	Attention:	  	Jeffrey Selman; John Maselli
	Email:	  	jeffrey.selman@us.dlapiper.com; john.maselli@us.dlapiper.com

 If to a Stockholder, to the address or email address set forth for such Stockholder on the signature page
hereof. 
 (c) If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or
public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially
adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the
parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible. 











 (d) This Agreement constitutes the entire agreement among the parties with respect to the
subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof. This Agreement shall not be assigned (whether pursuant to a merger, by
operation of law or otherwise), by any party without the prior express written consent of the other parties hereto except as permitted by Section 4. 

(e) This Agreement shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or
implied, is intended to or shall confer upon any other person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. No Stockholder shall be liable for the breach by any other Stockholder of this Agreement. 

(f) The parties hereto agree that irreparable damage would occur in the event any provision of this Agreement was not performed in accordance
with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof in addition to any other remedy at law or in equity. 

(g) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware applicable to contracts executed
in and to be performed in that State. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any Delaware Chancery Court. The parties hereto hereby (i) submit to the exclusive jurisdiction of the
Delaware Chancery Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto, and (ii) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such Action, any
claim that he, she or it is not subject personally to the jurisdiction of the above-named courts, that his, her or its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of
the Action is improper, or that this Agreement or the transactions contemplated hereunder may not be enforced in or by any of the above-named courts. 

(h) This Agreement may be executed and delivered (including by facsimile or portable document format (pdf) transmission) in counterparts, and
by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. 

(i) At the request of GigCapital5, in the case of any Stockholder, or at the request of any Stockholder, in the case of GigCapital5, and
without further consideration, each party shall execute and deliver or cause to be executed and delivered such additional documents and instruments and take such further action as may be reasonably necessary to implement the provisions of this
Agreement. 
 (j) Notwithstanding anything to the contrary herein, this Agreement may be amended by adding additional Stockholders of the
Company (“Additional Stockholders”) as parties hereto, upon such Additional Stockholders executing and delivering to GigCapital5, a Joinder to the Stockholder Support Agreement substantially in the form of Exhibit C hereto.
Thereafter, each such Additional Stockholder shall, for all purposes, be a party hereto and all references to a “Stockholder” or the “Stockholders” herein shall thereafter also mean and refer to such Additional Stockholder, and
such Additional Stockholder shall thereafter have the same rights, duties, liabilities and obligations as a Stockholder party hereto on the date hereof. 

(k) This Agreement shall not be effective or binding upon any Stockholder until after such time as the BCA is executed and delivered by the
Company, GigCapital5 and Merger Sub. 
 (l) EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW
ANY RIGHT HE, SHE OR IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. EACH OF THE PARTIES HERETO (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT HE, SHE OR IT AND THE OTHER PARTIES HERETO HAVE
BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 6(K). 

 

  
 [Signature Pages
Follow] 












 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above. 
  

			
	 GIGCAPITAL5, INC.

		
	By:	 	/s/ Dr. Raluca Dinu
	Name:	 	Dr. Raluca Dinu
	 Title:
	 	President and Chief Executive Officer


  
  
  

 
  

  
 Signature page to
Stockholder Support Agreement 












 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above. 
  

			
	JOHN C. KLOCK, JR. AND CYNTHIA L. KLOCK TRUST DATED 7/27/07
		
	By:	 	 /s/ John C. Klock





			
	Name:	 	John C. Klock
	Title:	 	Trustee
		
	Address:	 	 ***

		
		 	  

		
		 	  

		
	Email:	 	 ***



  
  
  

 
  

  
 Signature page to
Stockholder Support Agreement 












 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above. 
  

			
	BIOTEX PHARMA INVESTMENTS, LLC
		
	By:	 	 /s/ Robert Kessler





			
	Name:	 	Robert Kessler
	Title:	 	Manager
		
	Address:	 	 ***

		
		 	  

		
		 	  

		
	Email:	 	 ***



  
  
  

 
  

  
 Signature page to
Stockholder Support Agreement 












 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above. 
  

			
	BIOTEX PHARMA INVESTMENTS II, LLC
		
	By:	 	 /s/ David Gentile





			
	Name:	 	David Gentile
	Title:	 	Manager
		
	Address:	 	 ***

		
		 	  

		
		 	  

		
	Email:	 	 ***



  
  
  

 
  

  
 Signature page to
Stockholder Support Agreement 












 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above. 
  

			
	KENNETH G. HUNGERFORD TRUST
		
	By:	 	 /s/ Kenneth G. Hungerford





			
	Name:	 	Kenneth G. Hungerford
	Title:	 	Trustee
		
	Address:	 	 ***

		
		 	  

		
		 	  

		
	Email:	 	 ***



  
  
  

 
  

  
 Signature page to
Stockholder Support Agreement 












 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above. 
  

			
	B.D. WINSTON FAMILY, LTD.
		
	By:	 	 /s/ Benjamin D. Winston





			
	Name:	 	Benjamin D. Winston
	Title:	 	 Managing Member of BD Winston Family

Management, LLC (General Partner of
 B.D. Winston Family,
LTD.)

		
	Address:	 	 ***

		
		 	  

		
		 	  

		
	Email:	 	 ***



  
  
  

 
  

  
 Signature page to
Stockholder Support Agreement 












 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above. 
  

			
	RICHARD J. AND BARBARA STANLEY
		
	By:	 	 /s/ Richard Stanley





			
	Name:	 	Richard Stanley
	Title:	 	
		
	Address:	 	 ***

		
		 	  

		
		 	  

		
	Email:	 	 ***



  
  
  

 
  

  
 Signature page to
Stockholder Support Agreement 












 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above. 
  

			
	CVUS VENTURES, LP
		
	By:	 	 /s/ David Gentile





			
	Name:	 	David Gentile
	Title:	 	General Partner
		
	Address:	 	 ***

		
		 	  

		
		 	  

		
	Email:	 	 ***



  
  
  

 
  

  
 Signature page to
Stockholder Support Agreement 












 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above. 
  

			
	JACHIRIJO HOLDINGS LLC
		
	By:	 	 /s/ David Gentile





			
	Name:	 	David Gentile
	Title:	 	Manager
		
	Address:	 	 ***

		
		 	  

		
		 	  

		
	Email:	 	 ***



  
  
  

 
  

  
 Signature page to
Stockholder Support Agreement 












 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above. 
  

			
	MIKEL ANN PRICE
		
	By:	 	 /s/ Mikel Ann Price





			
	Name:	 	Mikel Ann Price
	Title:	 	
		
	Address:	 	 ***

		
		 	  

		
		 	  

		
	Email:	 	 ***



  
  
  

 
  

  
 Signature page to
Stockholder Support Agreement 












 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above. 
  

			
	NASSER PIRSHAFIEY
		
	By:	 	 /s/ Nasser Charles
Pirshafiey



 
			
	Name:	 	Nasser Charles Pirshafiey
	Title:	 	
		
	Address:	 	 ***

		
		 	  

		
		 	  

		
	Email:	 	 ***



  
  
  

 
  

  
 Signature page to
Stockholder Support Agreement 












 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above. 
  

			
	303 DEVELOPMENT CORP.
		
	By:	 	 /s/ Richard Stanley





			
	Name:	 	Richard Stanley
	Title:	 	President
		
	Address:	 	 ***

		
		 	  

		
		 	  

		
	Email:	 	 ***



  
  
  

 
  

  
 Signature page to
Stockholder Support Agreement 












 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above. 
  

			
	MARGARET DONIGAN
		
	By:	 	 /s/ Margaret Donigan





			
	Name:	 	Margaret Donigan
	Title:	 	
		
	Address:	 	 ***

		
		 	  

		
		 	  

		
	Email:	 	 ***



  
  
  

 
  

  
 Signature page to
Stockholder Support Agreement 












 EXHIBIT A 

Stockholders of Record – Number of Shares 
  

			
	 Stockholder of Record
	  	Number of Shares
	 John C. Klock, Jr. and Cynthis L. Klock Trust Dated 7/27/07
	  	***
	 Biotex Pharma Investments, LLC
	  	***
	 Biotex Pharma Investments II, LLC
	  	***
	 Kenneth G. Hunderford Trust
	  	***
	 B.D. Winston Family, Ltd.
	  	***
	 Richard J. and Barbara Stanley
	  	***
	 CVUS Ventures, LP
	  	***
	 Jachirijo Holdings LLC
	  	***
	 Mikel Ann Price
	  	***
	 Nasser Pirshafiey
	  	***
	 303 Development Corp.
	  	***
	 Margaret Donigan
	  	***

  
  
  

 
  
  

  
 Exhibit A to
Stockholder Support Agreement 












 EXHIBIT B 

Business Combination Agreement 

See Attached 
  

 
  
  

 
  
  

 

  
 Exhibit B to
Stockholder Support Agreement 












 EXHIBIT C 

JOINDER TO STOCKHOLDER SUPPORT AGREEMENT 

This JOINDER TO STOCKHOLDER SUPPORT AGREEMENT (this “Joinder”) is made and entered into as of [●], by and among each of
the stockholders of QT Imaging, Inc., a Delaware corporation (the “Company”), whose names appear on the signature pages of this Joinder (each, a “Stockholder” and, collectively, the “Stockholders”),
and GigCapital5, Inc., a Delaware corporation (“GigCapital5”). 
 RECITALS 

A.    GigCapital5 and certain stockholders of the Company have entered into a Stockholder Support Agreement dated
December 8, 2022 (as amended, modified, supplemented, extended or restated from time to time, the “Agreement”) in regard to the support of the Merger and the other transactions contemplated by the BCA. Capitalized terms used
herein but not otherwise defined shall have the meanings set forth in the Agreement. 
 B.    Pursuant to the Agreement,
certain stockholders of the Company have agreed, among other things, to (i) vote in favor of the approval and adoption of the BCA and approval of the Merger and all other transactions contemplated by the BCA, and (ii) terminate the
Terminating Rights effective immediately prior to the Closing under the BCA. 
 C.    In order to induce GigCapital5 to
consummate the Merger and other transactions contemplated by the BCA, [the] [each] Additional Stockholder is willing to become a party to the Agreement and be bound by all terms and conditions thereof. 

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties to this Joinder hereby agree as follows: 

1.    Agreement to be bound. [Each] [The] Additional Stockholder hereby: (a) acknowledges that he, she
or it has received and reviewed a complete copy of the Agreement and understands its terms, (b) has had sufficient opportunity to review and to ask questions relating thereto and obtain the advice of his, her or its tax advisors, legal counsel
and accountants and other professional advisors prior to executing this Agreement, and (c) agrees that upon execution of this Joinder, it shall become a “Stockholder” under the Agreement and shall be fully bound by, and subject to,
all of the covenants, duties, obligations terms and conditions of the Agreement as though an original party thereto. 

2.    Governing Law. This Joinder and all acts and transactions pursuant hereto and the rights and
obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Delaware applicable to contracts executed in and to be performed in that State. 

3.    Counterparts. This Joinder may be executed in two or more counterparts, each of which shall be an
original and all of which together shall constitute one instrument. 
 [REMAINDER OF THIS
PAGE INTENTIONALLY LEFT BLANK] 
  
  

  
 Exhibit C to
Stockholder Support Agreement 












 IN WITNESS WHEREOF, the parties hereto have executed this Joinder to Stockholder Support
Agreement as of the date first above written. 
  

			
	[STOCKHOLDER NAME]
		
	By:	 	  



 
			
	Name:	 	
	Title:	 	


 
			
		
	Address:	 	  

		
		 	  

		
		 	  

		
	Email:	 	  



 Securities beneficially owned on the date hereof: 

                 shares of Common
Stock 
  
  
  

 
  

  
 Exhibit C to
Stockholder Support Agreement 












 IN WITNESS WHEREOF, the parties have executed this Joinder to Stockholder Support Agreement
as of the date first written above. 
  

			
	GIGCAPITAL5, INC.
		
	By:	 	  



 
			
	Name:	 	Dr. Raluca Dinu
	Title:	 	President and Chief Executive Officer


  
  
  

 
  
  

 

  
 Exhibit C to
Stockholder Support Agreement 












 STOCKHOLDER SUPPORT AGREEMENT 

SPOUSAL CONSENT 
 I
                            , spouse of
                            , have read and approve the foregoing Stockholder Support Agreement (the
“Agreement”). In consideration of the terms and conditions as set forth in the Agreement, I hereby appoint my spouse as my attorney-in-fact with respect
to the exercise of any rights and obligations under the Agreement, and agree to be bound by the provisions of the Agreement insofar as I may have any rights or obligations in the Agreement under the community property laws or similar laws relating
to marital or community property in effect in the state of our residence as of the date of the Agreement. 
  

	
	
Date                  
                                         
                                         
        

	
	 Signature of
Spouse                                        
                                         
  

	
	 Printed Name of
Spouse