Exhibit 10.1
AMENDMENT NO. 4 TO INVESTMENT MANAGEMENT TRUST AGREEMENT
THIS AMENDMENT NO. 4 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this Amendment) is made as of December 7,
2023, by and between GigCapital5, Inc., a Delaware corporation (the Company), and Continental Stock Transfer & Trust Company, a New York corporation (the Trustee). Capitalized terms
contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Original Agreement (as defined below).
WHEREAS, on September 23, 2021, the Company consummated its initial public offering of units of the Company (the
Units), each of which is composed of one share of common stock of the Company, par value $0.0001 per share (the Common Stock), and one redeemable warrant, each whole warrant entitling the holder
thereof to purchase one share of Common Stock of the Company (such initial public offering hereinafter referred to as the Offering);
WHEREAS, $202,000,000 of the gross proceeds of the Offering and sale of the private placement warrants were delivered to the Trustee to
be deposited and held in the segregated Trust Account located in the United States for the benefit of the Company and the holders of shares of Common Stock included in the Units issued in the Offering pursuant to the Investment Management Trust
Agreement made effective as of September 23, 2021, by and between the Company and the Trustee (as amended through the date hereof, the Original Agreement);
WHEREAS, the parties desire to amend the Original Agreement to, among other things, reflect the amendment to the Original Agreement
contemplated by the Amendment;
WHEREAS, Section 6(c) of the Original Agreement provides that the Original Agreement or any
provision thereof (other than Sections 1(i) and 1(k)) may be changed, amended or modified by a writing signed by the Company and the Trustee.
NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:
1.
Amendments to Original Agreement
(a) Sections 1(c) of the Original Agreement are hereby amended and restated to read in its
entirety as follows:
1. Agreements and Covenants of Trustee. The Trustee hereby agrees and
covenants to:
(c) In a timely manner, upon the
written instruction of the Company, (i) hold funds uninvested, (ii) hold funds in an interest-bearing bank demand deposit account, or (iii) invest and reinvest the Property in solely United States government securities within the
meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of