INDEMNITY AGREEMENTIndemnification Agreement • December 12th, 2017 • GigCapital, Inc. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of December 7, 2017, by and between GigCapital, Inc., a Delaware corporation (the “Company”), and Avi S. Katz (“Indemnitee”).
GIGCAPITAL, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENTWarrant Agreement • December 12th, 2017 • GigCapital, Inc. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of December 12, 2017, is by and between GigCapital, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
INDEMNITY AGREEMENTIndemnity Agreement • December 12th, 2017 • GigCapital, Inc. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of December 7, 2017, by and between GigCapital, Inc., a Delaware corporation (the “Company”), and Peter Wang (“Indemnitee”).
KALEYRA, INC. AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of June 1, 2021 6.125% Convertible Senior Notes due 2026Indenture • June 7th, 2021 • Kaleyra, Inc. • Services-computer processing & data preparation • New York
INDENTURE dated as of June 1, 2021 between KALEYRA, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
AGREEMENT AND PLAN OF MERGER by and among TATA COMMUNICATIONS LIMITED and KALEYRA, INC. Dated as of June 28, 2023Merger Agreement • June 30th, 2023 • Kaleyra, Inc. • Services-computer processing & data preparation • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of June 28, 2023, by and among Tata Communications Limited, a company listed on BSE Limited and National Stock Exchange of India Limited (“Parent”), and Kaleyra, Inc., a Delaware corporation (the “Company”). Each of Parent, Merger Sub (as defined below) and the Company are sometimes referred to herein as a “Party.” All capitalized terms that are used in this Agreement have the respective meanings given to them in this Agreement.
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • February 23rd, 2021 • Kaleyra, Inc. • Services-computer processing & data preparation
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on February 18, 2021, by and between Kaleyra, Inc., a Delaware corporation (the “Company”), and [●] (“Subscriber”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 15th, 2017 • GigCapital, Inc. • Blank checks • New York
This Agreement is made as of December , 2017 by and between GigCapital, Inc. (the “Company”), having its principal office located at 4 Palo Alto Square, Suite 232, 3000 El Camino Real, Palo Alto, CA 94306 and Continental Stock Transfer & Trust Company (the “Trustee”) located at 1 State Street, 30th Floor, New York, New York 10004.
GigCapital, Inc. Palo Alto, CA 94306Subscription Agreement • October 13th, 2017 • GigCapital, Inc. • Blank checks • New York
We are pleased to accept the offer that you (the “Subscriber” or “you”) have made to purchase 219,472 shares (“Founder Shares”) of the common stock, $.0001 par value per share (“Common Stock”), of GigCapital, Inc., a Delaware corporation (the “Company”), up to 28,929 Founder Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of the Company pursuant to the registration statement on Form S-1 (the “Registration Statement”) do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Founder Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Founder Shares, are as follows:
7,777,778 Shares KALEYRA, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 25th, 2020 • Kaleyra, Inc. • Services-computer processing & data preparation • New York
Kaleyra, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions contained herein, to sell to you and the other underwriters named on Schedule I to this Agreement (the “Underwriters”), for whom you are acting as Representatives (the “Representatives”), an aggregate of 7,777,778 shares (the “Firm Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”). The respective amounts of the Firm Shares to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto. In addition, the Company proposes to grant to the Underwriters an option to purchase up to an additional 1,166,666 shares (the “Option Shares”) of Common Stock from the Company for the purpose of covering over-allotments in connection with the sale of the Firm Shares. The Firm Shares and the Option Shares are collectively called the “Shares.”
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 12th, 2017 • GigCapital, Inc. • Blank checks • New York
This Agreement is made as of December 12, 2017 by and between GigCapital, Inc. (the “Company”), having its principal office located at 4 Palo Alto Square, Suite 232, 3000 El Camino Real, Palo Alto, CA 94306 and Continental Stock Transfer & Trust Company (the “Trustee”) located at 1 State Street, 30th Floor, New York, New York 10004.
UNIT PURCHASE AGREEMENTUnit Purchase Agreement • December 12th, 2017 • GigCapital, Inc. • Blank checks • New York
THIS UNIT PURCHASE AGREEMENT, dated as of December 7, 2017 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between GigCapital, Inc., a Delaware corporation (the “Company”), and Irwin Silverberg, an individual having an address at 599 Lexington Avenue, 27th Floor, New York, NY 10022 (the “Purchaser”).
12,500,000 Units GIGCAPITAL, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • December 12th, 2017 • GigCapital, Inc. • Blank checks • New York
GIGCAPITAL, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY RIGHT AGREEMENTRight Agreement • December 12th, 2017 • GigCapital, Inc. • Blank checks • New York
THIS RIGHT AGREEMENT (this “Agreement”) is made as of December 12, 2017 is by and between GigCapital, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Rights Agent”).
STRATEGIC SERVICES AGREEMENTStrategic Services Agreement • August 8th, 2019 • GigCapital, Inc. • Blank checks • California
This, the “Strategic Services Agreement”, is made on this 6th day of August, 2019, to be effective the 12th day of August, 2019 (the “Effective Date”), by and between GigCapital, Inc. whose current address is 2479 East Bayshore Road Ste. 200, Palo Alto, CA 94303 (the “Company”), and Walter Bradford Weightman, hereinafter referred to as the “Strategic Consultant”, which expression shall unless it be repugnant to the context or meaning thereof, deemed to mean and include his heirs, legal representatives, liquidators, executors, successors and assigns. The Company and Strategic Consultant are hereinafter referred to singly as a “Party” and together as the “Parties”.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 12th, 2017 • GigCapital, Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 7th day of December, 2017, by and among GigCapital, Inc., a Delaware corporation (the “Company”), and the undersigned parties listed under Holders on the signature page hereto (each such party, and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2, a “Holder” and collectively, the “Holders”).
GigCapital, Inc. Palo Alto, CA 94306Subscription Agreement for Founder Shares • November 15th, 2017 • GigCapital, Inc. • Blank checks • New York
We are pleased to accept the offer Cowen Investments LLC, a Delaware limited liability company (the “Subscriber” or “you”) has made to purchase 569,000 shares (“Founder Shares”) of the common stock, $.0001 par value per share (“Common Stock”), of GigCapital, Inc., a Delaware corporation (the “Company”), up to 75,000 Founder Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of the Company pursuant to the registration statement on Form S-1 (the “Registration Statement”) do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Founder Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Founder Shares, are as follows:
GigCapital, Inc. Palo Alto, CA 94306Underwriting Agreement • December 12th, 2017 • GigCapital, Inc. • Blank checks • New York
This letter agreement (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between GigCapital, Inc., a Delaware corporation (the “Company”), and Cowen and Company, LLC, as representative (the “Representative”) of the several Underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each consisting of one share of the Company’s common stock, par value $0.0001 per share (“Common Stock” and such shares included in the Units, “Offering Shares”), one right to receive one-tenth (1/10) of one share of Common Stock (the “Right”) and three-fourths (3/4) of a warrant to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment (the warrants included in the Units sold, the “Offering Warrants”). Capitalized terms used herein but not defined in context are defined in paragraph 15 he
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • June 30th, 2023 • Kaleyra, Inc. • Services-computer processing & data preparation • Delaware
This Voting and Support Agreement (this “Agreement”) is made and entered into as of June 28, 2023, by and among Tata Communications Limited, a company listed on BSE Limited and National Stock Exchange of India Limited (“Parent”), and the stockholders of Kaleyra, Inc., a Delaware corporation (the “Company”), listed on Schedule A hereto (each, a “Stockholder” and, collectively, the “Stockholders”).
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • February 23rd, 2021 • Kaleyra, Inc. • Services-computer processing & data preparation • New York
INDENTURE dated as of [ ], 2021 between KALEYRA, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
COWEN AND COMPANY, LLC New York, New York 10022 December 7, 2017Advisory Agreement • December 12th, 2017 • GigCapital, Inc. • Blank checks • New York
This is to confirm our agreement whereby GigCapital, Inc., a Delaware corporation (“Company”), has requested Cowen and Company, LLC and Chardan Capital Markets, LLC (together, the “Advisors” and each an “Advisor”) to assist it in connection with the Company merging with, acquiring, engaging in a share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-221581) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
GigCapital, Inc.Administrative Services Agreement • November 15th, 2017 • GigCapital, Inc. • Blank checks • New York
This letter will confirm our agreement that, commencing on the date the securities of GigCapital, Inc. (the “Company”) are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), GigAcquisitions, LLC (“GigAcquisitions”) shall make available to the Company, at 3000 El Camino Real, Building 4, Suite 232, Palo Alto, CA 94306 (or any successor location), certain office space, utilities, and general office, receptionist and secretarial support and other administrative services as may be reasonably required by the Company. In exchange therefor, the Company shall pay GigAcquisitions,
AMENDMENT TO WARRANT AGREEMENTWarrant Agreement • June 30th, 2023 • Kaleyra, Inc. • Services-computer processing & data preparation
THIS AMENDMENT TO WARRANT AGREEMENT (this “Amendment”), is made and entered into as of June 28, 2023, by and between Kaleyra, Inc. (formerly known as GigCapital, Inc., a Delaware corporation, a Delaware corporation (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation (“Warrant Agent”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Existing Warrant Agreement (as defined below).
FORWARD SHARE PURCHASE AGREEMENTForward Share Purchase Agreement • October 2nd, 2019 • GigCapital, Inc. • Blank checks • Delaware
This Forward Share Purchase Agreement (this “Agreement”) is entered into as of October 1, 2019, by and among GigCapital, Inc., a Delaware corporation (the “Company”), Kepos Alpha Fund L.P., a Cayman Islands limited partnership (“KAF”).
GigCapital, Inc. Palo Alto, CA 94306Underwriting Agreement • December 12th, 2017 • GigCapital, Inc. • Blank checks • New York
This letter agreement (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between GigCapital, Inc., a Delaware corporation (the “Company”), and Cowen and Company, LLC, as representative (the “Representative”) of the several Underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each consisting of one share of the Company’s common stock, par value $0.0001 per share (“Common Stock” and such shares included in the Units, “Offering Shares”), one right to receive one-tenth (1/10) of one share of Common Stock (the “Right”) and three-fourths (3/4) of a warrant to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment (the warrants included in the Units sold, the “Offering Warrants”). Capitalized terms used herein but not defined in context are defined in paragraph 12 he
EMPLOYMENT AGREEMENTEmployment Agreement • June 8th, 2021 • Kaleyra, Inc. • Services-computer processing & data preparation • New York
EMPLOYMENT AGREEMENT (“Agreement”), effective as of June 1 2021 (the “Effective Date”), between Kaleyra, Inc., a Delaware corporation (“KLR” and, together with its affiliates and subsidiaries, the “Company”), and Giacomo Dall’Aglio (the “Executive”).
AMENDMENT NO. 2 TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 25th, 2019 • GigCapital, Inc. • Blank checks • Delaware
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.
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • October 10th, 2023 • Kaleyra, Inc. • Services-computer processing & data preparation
FIRST SUPPLEMENTAL INDENTURE, dated as of October 5, 2023 (this “Supplemental Indenture”), between Kaleyra, Inc., a Delaware corporation, as issuer (the “Company”), and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”), to the Indenture, dated as of June 1, 2021, between such parties (the “Indenture”) governing the 6.125% Convertible Senior Notes due 2026 (the “Notes”). All references to the “Indenture” shall be to the Indenture and, as applicable, this Supplemental Indenture.
OMNIBUS SECOND AMENDMENT TO FOUNDER SHARE SUBSCRIPTION AGREEMENTSFounder Share Subscription Agreements • December 12th, 2017 • GigCapital, Inc. • Blank checks • New York
THIS SECOND AMENDMENT TO FOUNDER SHARES SUBSCRIPTION AGREEMENTS (this “Second Amendment”), dated this 7th day of December, 2017, between GigCapital, Inc., a Delaware corporation (the “Company”), on the one hand, and each of GigAcquisitions, LLC, a Delaware limited liability company (“Sponsor”), Cowen Investments, LLC, a Delaware limited liability company (“Cowen Investments”), Irwin Silverberg (“Silverberg”), and Jeffrey Bernstein (“Bernstein” and, collectively with Sponsor, Cowen Investments and Silverberg, the “Founders”), on the other hand, is to evidence:
STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 2nd, 2019 • Kaleyra, Inc. • Blank checks • New York
This Stock Purchase Agreement (this “Agreement”), dated as of July 31, 2018 (the “Signing Date”), is entered into by and among Kaleyra, S.p.A., a company organized and existing under the laws of Italy (the “Buyer”); Buc Mobile, Inc. d/b/a Hook Mobile., a Delaware corporation (the “Company”); Ipai Terry Hsiao, a resident of the state of Virginia in his capacity as agent of the Sellers (“Sellers’ Representative”); and the individuals and entities listed on Exhibit F attached hereto directly under the heading “Stockholders” (each such individual and each such entity individually, a “Seller” and, collectively, the “Sellers”).
FORWARD SHARE PURCHASE AGREEMENTForward Share Purchase Agreement • November 20th, 2019 • GigCapital, Inc. • Blank checks • Delaware
This Forward Share Purchase Agreement (this “Agreement”) is entered into as of November 19, 2019, by and among GigCapital, Inc., a Delaware corporation (the “GigCapital”), and Glazer Capital, LLC, a Delaware limited liability company, on behalf of its affiliated investment funds (“Glazer”).
OMNIBUS FIRST AMENDMENT TO FOUNDER SHARE SUBSCRIPTION AGREEMENTSFounder Share Subscription Agreements • November 15th, 2017 • GigCapital, Inc. • Blank checks • New York
THIS FIRST AMENDMENT TO FOUNDER SHARES SUBSCRIPTION AGREEMENTS (this “First Amendment”), dated this 14th day of November, 2017, between GigCapital, Inc., a Delaware corporation (the “Company”), on the one hand, and each of GigAcquisitions, LLC, a Delaware limited liability company (“Sponsor”), Cowen Investments, LLC, a Delaware limited liability company (“Cowen Investments”), Irwin Silverberg (“Silverberg”), and Jeffrey Bernstein (“Bernstein” and, collectively with Sponsor, Cowen Investments and Silverberg, the “Founders”), on the other hand, is to evidence:
AMENDMENT NO. 2 TO FORWARD SHARE PURCHASE AGREEMENTForward Share Purchase Agreement • December 16th, 2019 • Kaleyra, Inc. • Services-computer processing & data preparation
This Amendment No. 2 to Forward Share Purchase Agreement (this “Amendment”) is entered into as of December 13, 2019, by and among Kaleyra, Inc. (f/k/a GigCapital, Inc.), a Delaware corporation (the “Company”), Kepos Alpha 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).
COWEN AND COMPANY, LLC New York, New York 10022 December , 2017Merger Agreement • November 28th, 2017 • GigCapital, Inc. • Blank checks • New York
This is to confirm our agreement whereby GigCapital, Inc., a Delaware corporation (“Company”), has requested Cowen and Company, LLC and Chardan Capital Markets, LLC (together the “Advisors” and each an “Advisor”) to assist it in connection with the Company merging with, acquiring, engaging in a share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-221581) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
LOAN CONTRACT NO. 0IC1048337871Loan Contract • December 2nd, 2019 • Kaleyra, Inc. • Blank checks
KALEYRA SPA with registered office in MILAN (MI), VIA TEODOSIO, 65 share capital (fully paid up) Euro 100,000.00 (Euro one hundred thousand/00), Tax ID and Business Register – Milan Office no. 12716960153, VAT no. 12716960153, in the person of DARIO LEOPOLDO OMERO CALOGERO, born on 07/06/1962, in Milan, as the legal representative and Chairman of the Company’s board of directors, domiciled for the purpose at the registered office, as authorised by deed of 26/06/2018 hereinafter called “Borrower”, this Loan contract is signed.
SHARE PURCHASE AND SHAREHOLDERS’ AGREEMENT AMONG UBIQUITY SRL AND SOLUTIONS INFINI TECHNOLOGIES (INDIA) PRIVATE LIMITED AND THE SELLERS (LISTED IN SCHEDULE 1)Share Purchase and Shareholders’ Agreement • December 2nd, 2019 • Kaleyra, Inc. • Blank checks
This SHARE PURCHASE AND SHAREHOLDERS’ AGREEMENT (this “Agreement”) is made on this 15th day of October 2016 at Bangalore (the “Execution Date”):
