AMENDMENT NO. 3 TO FORWARD SHARE PURCHASE AGREEMENT
This Amendment No. 3 to Forward Share Purchase Agreement (this Amendment) is entered into as of January 23, 2020, by and among Kaleyra, Inc. (f/k/a GigCapital, Inc.), a Delaware corporation (the Company), Kepos Alpha Master Fund L.P., a Cayman Islands limited partnership (KAF). All capitalized terms used herein and not defined shall have the meanings ascribed to them in the Purchase Agreement (as defined below).
WHEREAS, the Company and KAF desire to amend the Forward Stock Purchase Agreement (the Purchase Agreement), dated October 1, 2019, as amended on October 2, 2019 and December 13, 2019 as provided below.
NOW, THEREFORE, in consideration of the premises, representations, warranties and the mutual covenants contained in this Amendment, and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows:
1. Correction of Entity Name. The correct entity name for KAF is Kepos Alpha Master Fund L.P., not Kepos Alpha Fund L.P.
2. Amendment to Purchase Agreement.
|a. || |
Section 1.a. of the Purchase Agreement is hereby amended and restated in its entirety as follows:
a. Forward Share Purchase. Subject to the conditions set forth in Section 4, KAF shall sell and transfer to the Company, and the Company shall purchase from KAF, that number of Shares that the Rights (including the Additional Rights (as defined below)) convert into upon the closing of the Business Combination at the following purchase price: (1) $10.92 per Share for the first 102,171 Shares sold to the Company; and (2) $10.71 per Share for the next 93,676 Shares sold to the Company (collectively, the Share Purchase Price). In the event the Closing occurs after April 1, 2020, the Share Purchase Price shall increase by 1% per full month until the Closing Date.
|b. || |
Section 1.b. of the Purchase Agreement is hereby amended and restated in its entirety as follows:
i. The Company shall purchase the Shares (including the Additional Shares (as defined below)) on April 1, 2020 or such later date as may be determined in accordance with Section 1.b.ii. below (the Closing Date). No later than two Business Days before the Closing Date, KAF shall deliver a written notice to the Company specifying the number of Shares the Company is required to purchase, the aggregate Share Purchase Price and instructions for wiring the Share Purchase Price to KAF (the Purchase Notice). The closing of the sale of the Shares (the Closing) shall occur on the Closing Date. On the Closing Date, KAF shall deliver the Shares (including the Additional Shares) to the Companys transfer agent, Continental Stock Transfer & Trust Company (CST), via a medallion guaranteed stock power, and the Company will submit a written instruction letter to CST directing CST to accept receipt of the applicable Shares. The Company will pay the Share Purchase Price via wire transfer of immediately available funds to the accounts designated by KAF on the applicable Closing Date. For purposes of this Agreement, Business Day means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in San Francisco, California.