4. QT Imaging Representations. QT Imaging hereby represents and warrants to
the Holder that:
(a) This Agreement has been validly authorized, executed and delivered by it and, assuming the due authorization,
execution and delivery thereof by the other parties hereto, is a valid and binding agreement enforceable in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of
creditors rights generally. The execution, delivery and performance of this Agreement by QT Imaging does not and will not conflict with, violate or cause a breach of, constitute a default under, or result in a violation of (i) any
agreement, contract or instrument to which QT Imaging is a party which would prevent QT Imaging from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which QT Imaging is subject.
(b) QTI Shares, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be
(i) duly authorized, validly issued, fully paid and nonassessable and (ii) free and clear of any liens, claims, security interests, options charges or any other encumbrance whatsoever, except for restrictions imposed by federal and state
securities laws.
(c) QT Imaging has not disclosed to the Holder material non-public information
with respect to the Company.
(d) There is no action pending against QT Imaging or, to QT Imagings knowledge, threatened against QT
Imaging, before any court, arbitrator, or governmental authority, which in any manner challenges or seeks to prevent, or enjoin or materially delay the performance by QT Imaging of its obligations under this Agreement.
(e) QT Imaging has not offered the QTI Shares by means of any general solicitation or general advertising within the meaning of Regulation D
of the Securities Act, including but not limited to any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio or any seminar or meeting whose attendees have
been invited by any general solicitation or general advertising.
5. Company Representations. The Company hereby represents
and warrants to the Holder that:
(a) This Agreement has been validly authorized, executed and delivered by it and, assuming the due
authorization, execution and delivery thereof by the other parties hereto, is a valid and binding agreement enforceable in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the
enforcement of creditors rights generally. The execution, delivery and performance of this Agreement by the Company does not and will not conflict with, violate or cause a breach of, constitute a default under, or result in a violation of
(i) any agreement, contract or instrument to which the Company is a party which would prevent the Company from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which the Company is subject.
(b) The Company has filed a registration statement on Form S-4 (the Registration
Statement) with the U.S. Securities and Exchange Commission (the SEC), and that the Closing will not occur until the SEC has declared the Registration Statement. The Merger Consideration GigCapital5 Shares into which the
QTI Shares will be converted at the Closing will be issued by the Company pursuant to the Registration Statement.
(c) The Company has not
disclosed to the Holder material non-public information with respect to the Company.
(d) There is
no action pending against the Company or, to the Companys knowledge, threatened against the Company, before any court, arbitrator, or governmental authority, which in any manner challenges or seeks to prevent, or enjoin or materially delay the
performance by the Company of its obligations under this Agreement.
6. Disclosure; Exchange Act Filings. As soon as
practicable but in no event later than one business day after execution of this Agreement, the Company will file a Current Report on Form 8-K under the Securities Exchange Act of 1934, as amended (the
Exchange Act), reporting the material terms of this Agreement. The parties to this Agreement shall cooperate with one another to assure that such disclosure is accurate. QT Imaging and the Company agree that the name of the Holder shall
not be included in any public disclosures related to this Agreement unless required by applicable law, regulation or stock exchange rule.
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