Exhibit 10.2
Execution Version
AMENDMENT NO. 4 TO FORWARD SHARE PURCHASE AGREEMENT
This Amendment No. 4 to Forward Share Purchase Agreement (this “Amendment”) is entered into as of July 18, 2020 (the “Effective Date”), by and among Kaleyra, Inc. (f/k/a GigCapital, Inc.), a Delaware corporation (the “Company”), Greenhaven Road Capital Fund 1, LP, a Delaware limited partnership (“Greenhaven Fund 1”), and Greenhaven Road Capital Fund 2, LP, a Delaware limited partnership (“Greenhaven Fund 2” and together with Greenhaven Fund 1, “Greenhaven”). All capitalized terms used herein and not defined shall have the meanings ascribed to them in the Purchase Agreement (as defined below).
Recitals
WHEREAS, the Company and Greenhaven desire to amend the Forward Stock Purchase Agreement (the “Purchase Agreement”), dated September 27, 2019, as amended on October 3, 2019, December 13, 2019, and January 23, 2020 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:
Agreement
| | 1. | 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, Greenhaven shall on July 21, 2020 (the “Closing Date”) sell and transfer to the Company, and the Company shall purchase from Greenhaven, that number of Shares that the Rights (including the Additional Rights (as defined below)) convert into upon the closing of the Business Combination, which as of the Effective Date constitutes 539,548 Shares, at $11.70 per Share (the “Share Purchase Price”) minus $100,000.”
| | b. | Section 1.b of the Purchase Agreement is hereby amended and restated in its entirety as follows: |
“b. Closing. The Company shall purchase the applicable Shares (including the Additional Shares (as defined below)) pursuant to Section 1.a. on the Closing Date. No later than two Business Days before the Closing Date, Greenhaven 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 Greenhaven (the “Purchase Notice”). The closing of the sale of the Shares (the “Closing”) shall occur on the Closing Date. On the Closing Date, Greenhaven shall deliver the Shares (including the Additional Shares) to the Company’s transfer agent, Continental Stock Transfer & Trust Company (“CST”), via DWAC, 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 Greenhaven on the 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.
| | c. | Section 4.c. of the Purchase Agreement is hereby amended and restated in its entirety as follows: |
c. Open Market Sale. The parties acknowledge and agree that prior to the Effective Date, Greenhaven has previously sold in the open market 160,452 Shares (the “Previously Sold Shares”) and has informed the Company of the date of such sales and the sale price per Share for such sales. On the Closing Date, the Company shall pay Greenhaven in accordance with Greenhaven’s written instructions an amount equal to (x) 160,452 Shares sold by it pursuant to this Section 4.c, multiplied by (y) the amount by which $11.70 exceeds the sale price per Share.”
