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