AMENDMENT NO. 2 TO STOCK PURCHASE AGREEMENT
This AMENDMENT NO. 2 TO STOCK PURCHASE AGREEMENT (this Amendment) is dated as of November 23, 2019, by and among GigCapital, Inc., a Delaware corporation (Buyer), Kaleyra S.p.A., a company with shares formed under the laws of Italy (Company), the holders of Company Stock identified on Schedule I to the Agreement (as defined below) (the Sellers), and Shareholder Representative Services LLC, a Colorado limited liability company, as representative for the Company Stockholders (the Seller Representative). Buyer, Company and Sellers are sometimes referred to herein individually as a Party and, collectively, as the Parties. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.
WHEREAS, the Parties previously entered into a Stock Purchase Agreement, dated as of February 22, 2019 (the Agreement);
WHEREAS, the Agreement was previously amended on September 24, 2019 (the First Amendment);
WHEREAS, Section 11.8 of the Agreement provides in relevant part that the Agreement can be amended only by an instrument in writing signed by Buyer, Company, and to the extent such amendment, supplement, or modification affects any of the rights or obligations of the Seller Representative, the Seller Representative; and
WHEREAS, Buyer, Company, and the Sellers executing this Amendment have agreed to amend the Agreement as provided herein.
NOW, THEREFORE, in consideration of the premises and the mutual representations, warranties, covenants and agreements set forth in this Amendment, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
AMENDMENTS TO AGREEMENT
1.1. All references in the Agreement and this Amendment to the Agreement shall be deemed to mean the Agreement, as amended by the First Amendment and this Amendment.
1.2. Article I Certain Definitions is amended to add the following definition:
Cash Consideration Note means a promissory note substantially in the form attached as Exhibit D hereto.