Amendment to Forward Share Purchase Agreement, dated February 7, 2020, by and among Kaleyra, Inc. and Yakira Capital Management, Inc
AMENDMENT TO FORWARD SHARE PURCHASE AGREEMENT
This Amendment to Forward Share Purchase Agreement (this Amendment) is entered into as of February 7, 2020, by and between Kaleyra, Inc. (f/k/a GigCapital, Inc.), a Delaware corporation (the Company), and Yakira Capital Management, Inc., a Delaware corporation (Yakira). 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 Yakira desire to amend the Forward Stock Purchase Agreement (the Purchase Agreement), dated November 19, 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. Amendment to Purchase Agreement.
a. Section 1.a. of the Purchase Agreement is hereby amended and restated in its entirety as follows:
b. Rights Shares Forward Share Purchase. Subject to the conditions set forth in Section 5 and termination rights set forth in Section 7, Yakira shall sell and transfer to the Company, and the Company shall purchase from Yakira at the purchase price of $10.93 per Rights Share (collectively, the Rights Shares Purchase Price).
b. Section 1.b. of the Purchase Agreement is hereby amended and restated in its entirety as follows:
b. Rights Shares Closing. The Company shall purchase the Rights Shares (including the Additional Rights Shares (as defined below)) as soon as practicable on or after (but no later than the fifth (5th) Business Day after) the six (6) month anniversary (the Rights Shares Closing Date) of the date of the closing of the Business Combination (the Business Combination Closing Date). No later than one (1) Business Day before the Rights Shares Closing Date, Yakira shall deliver a written notice to the Company specifying the number of Rights Shares (including the Additional Rights Shares) the Company is required to purchase, the aggregate Rights Shares Purchase Price and instructions for wiring the Rights Shares Purchase Price to Yakira. The closing of the sale of the Rights Shares (the Rights Shares Closing) shall occur on the Rights Shares Closing Date. On the Rights Shares Closing Date, Yakira shall deliver the Rights Shares (including the Additional Rights Shares) to the Company against receipt of the Rights Shares Purchase Price, which shall be paid by wire transfer of immediately available funds. 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.
c. Section 8.g. of the Purchase Agreement is hereby amended and restated in its entirety as follows:
a. Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt, or (a) personal delivery to the party to be notified, (b) when sent, if sent by electronic mail or facsimile (if any) during normal business hours of the recipient, and if not sent during normal
business hours, then on the recipients next Business Day, (c) five (5) Business Days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) Business Day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next Business Day delivery, with written verification of receipt. All communications sent to the Company shall be sent to: Kaleyra, Inc., 1731 Embarcadero Road, Suite 200, Palo Alto, CA 94303, Attention: Chief Financial Officer. All communications to Yakira shall be sent to the address as set forth on the signature page hereof, or to such e-mail address, facsimile number (if any) or address as subsequently modified by written notice given in accordance with this Section 8(a).
2. Effect of Amendment. Except as specifically set forth in this Amendment, all the terms, conditions and covenants set forth in the Purchase Agreement shall remain unmodified and in full force and effect and are ratified in all respects.
a. After the effective date of this Amendment, any reference to the Purchase Agreement shall mean the Purchase Agreement as supplemented by this Amendment. Notwithstanding anything to the contrary in the Purchase Agreement, in the event of a conflict between the terms and conditions of this Amendment and those contained within the Purchase Agreement, the terms and conditions of this Amendment shall prevail.
b. By signing below, each of the signatories hereto represent that they have the authority to execute this Amendment and to bind the party on whose behalf this Amendment is executed.
c. This Amendment may be executed in two or more counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument.
[Signature page follows]
IN WITNESS WHEREOF, the undersigned have executed this Amendment to be effective as of the date first set forth above.
Yakira Capital Management, Inc.
|By:||/s/ Bruce Kallins|
|By:||/s/ Dario Calogero|
|Title:||Chief Executive Officer and President|
[Signature Page to Amendment to Forward Purchase Agreement]