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).
ESCROW AGREEMENTEscrow Agreement • June 7th, 2021 • Kaleyra, Inc. • Services-computer processing & data preparation • Delaware
THIS ESCROW AGREEMENT (this “Agreement”) is entered into as of June 1, 2021, by and among (i) Kaleyra Inc., a Delaware corporation (“Parent”), (ii) GSO Special Situations Master Fund LP, an exempted limited partnership formed under the laws of the Cayman Islands (the “Representative”, and together with Parent, sometimes referred to individually as a “Party” and collectively as the “Parties”), and (iii) Citibank, N.A., as escrow agent (“Escrow Agent”).
SEPARATION AND DISTRIBUTION AGREEMENT DATED AS OF JUNE 1, 2021 by and between VIVIAL INC. and VIVIAL MEDIA HOLDINGS, INC.Separation and Distribution Agreement • June 7th, 2021 • Kaleyra, Inc. • Services-computer processing & data preparation • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of June 1, 2021 (this “Agreement”), is entered into by and between Vivial Inc., a Delaware corporation (the “Company”) and Vivial Media Holdings, Inc., a Delaware corporation (“SpinCo”). Certain terms used in this Agreement are defined in Section 1.1. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Merger Agreement (as defined below).
TRANSITION SERVICES AGREEMENT BY AND BETWEEN VIVIAL MEDIA HOLDINGS, INC. AND VOLCANO MERGER SUB, INC. DATED AS OF JUNE 1, 2021Transition Services Agreement • June 7th, 2021 • Kaleyra, Inc. • Services-computer processing & data preparation • Delaware
This TRANSITION SERVICES AGREEMENT (“Agreement”) is dated as of June 1, 2021 (the “Effective Date”), by and between Vivial Media Holdings, Inc., a Delaware corporation (“SpinCo”), and Volcano Merger Sub, Inc., a Delaware corporation (“Merger Sub”). SpinCo and Merger Sub may each be referred to herein individually as a “Party” and together as the “Parties.” As used herein, SpinCo shall include the SpinCo Entities providing Services pursuant to this Agreement, and Merger Sub shall include the Acquired Entities receiving Services pursuant to this Agreement, in each case as the context so requires. Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
