Exhibit 10.3

    

     

      EXECUTION VERSION

      Silicon Valley Bank

      275 Grove Street, Suite 2-200

      Newton, MA 02466

       

      

      December 20, 2021

      Kaltura, Inc.

      250 Park Ave. South, 10th Floor

      New York, NY 10003

      Attention: General Counsel

      Email: legal@kaltura.com

       

      

      Second Amendment to Credit Agreement

       

        

      Ladies and Gentlemen:

       

      

      Reference is made to that certain Credit Agreement dated as of January 14, 2021, as amended by that certain First Amendment
        to Credit Agreement, dated as of June 29, 2021 (as the same may be further amended, modified, supplemented or restated and in effect from time to time, the “Credit Agreement”) by and among
        KALTURA, INC., a Delaware corporation (the “Borrower”), the Lenders from time to time party thereto (the “Lenders”), SILICON VALLEY BANK (“SVB”), as the Issuing Lender and Swingline Lender, and SVB, as administrative agent
        and collateral agent for the Lenders (in such capacities, the “Administrative Agent”). Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the
        meanings given to them in the Credit Agreement. 

       

      

      Subject to the truthfulness of each of the representations and warranties of the Loan Parties set forth herein and so long
        as no Event of Default shall have occurred and be continuing or would result therefrom, effective immediately upon the execution hereof, the Loan Parties, the Required Lenders and the Administrative Agent have agreed to modify the Credit Agreement
        by amending and restating the definition of “Cash Equivalents” set forth in Section 1.1 of the Credit Agreement as follows:

       

        ““Cash
            Equivalents”: (a) marketable direct obligations issued by, or unconditionally guaranteed by, the United States Government or issued by any agency thereof and backed by the full faith and credit of the
            United States, in each case maturing within one year from the date of acquisition; (b) certificates of deposit, time deposits, eurodollar time deposits or overnight bank deposits having maturities of six months or less from the date of
            acquisition issued by any Lender or by any commercial bank organized under the laws of the United States or any state thereof having combined capital and surplus of not less than $250,000,000; (c) commercial paper of an issuer rated at
          least A-1 by S&P or P-1 by Moody’s, or carrying an equivalent rating by a nationally recognized rating agency, if both of the two named rating agencies cease publishing ratings of commercial paper issuers generally, and maturing within six
          months from the date of acquisition; (d) repurchase obligations of any Lender or of any commercial bank satisfying the requirements of clause (b) of this definition, having a term of not more than 30 days, with respect to securities issued or
          fully guaranteed or insured by the United States government; (e) securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of
            the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or
            foreign government (as the case may be) are rated at least A by S&P or A by Moody’s; (f) securities with maturities of six months or less from the date of acquisition backed by standby letters of credit issued by any Lender or any
            commercial bank satisfying the requirements of clause (b) of this definition; (g) money market mutual or similar funds that invest exclusively in assets satisfying the requirements of clauses (a) through (f) of this definition; (h) money market
            funds that (i) comply with the criteria set forth in SEC Rule 2a-7 under the Investment Company Act of 1940, as amended, (ii) are rated AAA by S&P and Aaa by Moody’s and (iii) have portfolio assets of at least $5,000,000,000; or (i) in the
            case of any Group Member organized or having its principal place of business outside the United States, investments denominated in the currency of the jurisdiction in which such Group Member is organized or has its principal place of business
            which are similar and of comparable credit quality to the items specified in clauses (b) through (h) above; or (j) investments permitted by the Borrower’s board-approved investment policy (as may be amended from time to
            time) as approved by the Administrative Agent (such approval not to be unreasonably withheld, delayed or conditioned; it being agreed that the investment policy approved by the Borrower’s board of directors on December 6, 2021 and delivered to
            the Administrative Agent on December 9, 2021 is acceptable).”

      

       

      

      
        
          


      

      
        

        

        The Borrower and each other Loan Party hereby represents and warrants that after giving effect to the amendment contemplated hereby, (a) no Default or Event of Default has
          occurred and is continuing as of the date hereof, and (b) the representations and warranties set forth in this letter, the Credit Agreement and the other Loan Documents to which it is a party are, (i) to the extent qualified by materiality, true
          and correct in all respects, and (ii) to the extent not qualified by materiality, true and correct in all material respects, in each case, on and as of the date hereof as if made on such date, except to the extent any such representation and
          warranty expressly relates to an earlier date, in which case such representation and warranty shall be true and correct in all material respects (or all respects, as applicable) as of such earlier date.

      

       

      
        The Credit Agreement and each of the other Loan Documents shall be and remain in full force and effect in accordance with their respective terms (except as modified hereby)
          and hereby are ratified and confirmed in all respects. Each Loan Party hereby consents to this letter and confirms and reaffirms its obligations under each Loan Document to which it is a party. The execution, delivery and performance of this
          letter shall not, except as expressly set forth herein, operate as a waiver of or as an amendment of, any right, power or remedy of the Administrative Agent or the Lenders in effect prior to the date hereof or limit or diminish the obligations of
          any Loan Party, or release any Loan Party from any obligations under, any Loan Document to which it is a party. The amendments and other agreements set forth herein are limited to the specifics hereof, shall not apply with respect to any facts or
          occurrences other than those on which the same are based, and except as expressly set forth herein, shall neither excuse any future non- compliance with the Credit Agreement, nor operate as a waiver of any Default or Event of Default.

      

       

      
        
          This letter constitutes a Loan Document and shall be governed and construed in accordance with the internal laws (and not the conflict of law rules) of the State of New York.

        

      

       

      
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              Very truly yours,

               

                

              SILICON VALLEY BANK, as 

              Administrative Agent, Issuing Lender, and a Lender

               

              By: /s/ Ryan Aberdale  

              Name: Ryan Aberdale        

              Title:   Vice President

            


      

      

      
        [Signature Page to Second Amendment to Credit Agreement]

      

      
        
          


      

       

      
        	
                 

              	
                
                  ACCEPTED AND AGREED:

                   

                  BORROWER:

                   

                  KALTURA, INC.

                   

                  By: /s/ Yaron Garmazi 

                  Name: Yaron Garmazi

                  

                  Title: Chief Financial Officer

                  

                   

                  

                  GUARANTOR:

                   

                  Executed as a deed by Michal Tsur Shalev

                      Kaltura Europe Limited 

                    

                   acting by /s/ Michal Tsur Shalev

                    

                                              Director

                   

                    

                  in the presence of:          )

                   

                  /s/ Eran Shalev

                    Witness Signature

                  Name: Eran Shalev

                  

                  Occupation: Professor

                  

                

              


      

      

      

      
        [Signature Page to Second Amendment to Credit Agreement]