GigCapital7 Corp.

Compensation of our Executive Officers and Directors

As we are a special purpose acquisition company, formed for the purpose of effecting a business combination, our primary objective with respect to executive and director compensation is to retain the executives and directors to help identify and close a business combination.

Commencing on the date that the Company’s securities were first listed on the Nasdaq through the earlier of consummation of the Company’s initial business combination or our liquidation, the Company has agreed to pay GigManagement, LLC a total of $30,000 per month for office space and general and administrative services. This arrangement was agreed to by an affiliate of the Company’s Executive Chairman and the Company’s Chief Executive Officer for the Company’s benefit and is not intended to provide such affiliate of the Company’s Executive Chairman and the Company’s Chief Executive Officer compensation in lieu of a salary. The Company believes that such fees are at least as favorable as it could have obtained from an unaffiliated third party for such services.

The Company has agreed to pay Ms. Marshall, its Treasurer and Chief Financial Officer a total of $20,000 per month for her services.

The GigCapital7 Board approved the payment by GigCapital7 of advisory fees to directors in connection with certain activities on GigCapital7’s behalf, such as identifying and investigating possible business targets and business combinations as well as pertaining to GigCapital7 Board committee service and administrative and analytical services. These advisory fees are due to be paid quarterly, and include payments to Dr. Avi Katz, the Chief Executive Officer and Chairman of the Board. The quarterly amounts approved are as follows, of which no quarterly payments were made in 2024 and three quarters’ payments have been made in 2025, with $84,000 in payments in the aggregate remaining as outstanding and to be paid upon the consummation of the proposed Business Combination:

Following are the tabular disclosures of our executive officer and director compensation:

Management Compensation

(1)

Represents quarterly advisory fees that were approved by the GigCapital7 Board and are paid to directors for board committee service and administrative and analytical services, including certain activities on GigCapital7’s behalf, such as identifying and investigating possible business targets and potential business combination targets, performing due diligence on suitable business combinations, attending board and committee meetings, and providing administrative and analytical support in furtherance of GigCapital7’s search for an initial business combination. Each director (including Dr. Katz) is entitled to receive $6,000 per quarter under this arrangement prior to the entry into the Business Combination Agreement and $8,000 per quarter thereafter. The GigCapital7 Board determined that such compensation was appropriate given the substantial time commitment required of directors in connection with the initial business combination process and the specialized expertise each director brings to evaluating potential targets. No payments were made in respect of 2024, and three quarterly payments were made in 2025, with $14,000 owed to Dr. Katz remaining outstanding as of December 31, 2025.

Independent Director Compensation

(1)

Represents quarterly advisory fees that were approved by the GigCapital7 Board and are paid to directors for board committee service and administrative and analytical services, including certain activities on GigCapital7’s behalf, such as identifying and investigating possible business targets and potential business combination targets, performing due diligence on suitable business combinations, attending board and committee meetings, and providing administrative and analytical support in furtherance of GigCapital7’s search for an initial business combination. Each independent director is entitled to receive $6,000 per quarter under this arrangement prior to the entry into the Business Combination Agreement and $8,000 per quarter thereafter. The GigCapital7 Board determined that such compensation was appropriate given the substantial time commitment required of directors in connection with the initial business combination process and the specialized expertise each director brings to evaluating potential targets. No payments were made in respect of 2024, and three quarterly payments were made in 2025. As of December 31, 2025, $14,000 per director ($70,000 in the aggregate for the five directors listed in this table) remained outstanding.

Except as set forth above, no compensation will be paid to the Company’s Sponsor, executive officers and directors, or any of their respective affiliates, prior to or in connection with the consummation of our initial business combination with the target business. Additionally, these individuals are reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. The Company’s independent directors review on a quarterly basis all payments that were made to the Sponsor, executive officers, directors or their affiliates. The Company is not party to any agreements with its officers and directors that provide for benefits upon termination of employment.