EX-10.2





 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.” 












 2.    Effect of Amendment. Except as specifically set forth in
this Amendment, all the terms, conditions and covenants set forth in the Purchase Agreement shall remain unmodified and in full force and effect and are ratified in all respects. 

3.    General Provisions. 

a.    After the effective date of this Amendment, any reference to the Purchase Agreement shall mean the Purchase
Agreement as supplemented by this Amendment. Notwithstanding anything to the contrary in the Purchase Agreement, in the event of a conflict between the terms and conditions of this Amendment and those contained within the Purchase Agreement, the
terms and conditions of this Amendment shall prevail. 
 b.    By signing below, each of the signatories hereto
represent that they have the authority to execute this Amendment and to bind the party on whose behalf this Amendment is executed. 

c.    This Amendment may be executed in two or more counterparts, each of which will be deemed an original but all of
which together will constitute one and the same instrument. 
 [Signature Page Follows] 

  
 2 













 IN WITNESS WHEREOF, the undersigned have executed this Amendment to be effective as
of the date first set forth above. 
  

			
	GREENHAVEN:
	
	 Greenhaven Road Capital Fund 1, LP,

		
	 By:
	 	 /s/ Scott Miller

	 Name:
	 	 Scott Miller

	 Title:
	 	 Authorized Person

	Address: 8 Sound Shore Drive, Suite 190, Greenwich CT 06830

  

			
	Greenhaven Road Capital Fund 2, LP
		
	By:	 	 /s/ Scott Miller

	Name:	 	Scott Miller
	Title:	 	Authorized Person
	Address: 8 Sound Shore Drive, Suite 190, Greenwich CT 06830

  

			
	COMPANY:
	
	Kaleyra, Inc.
		
	By:	 	 /s/ Dario Calogero

	Name:	 	Dario Calogero
	Title:	 	Chief Executive Officer and President

 [Signature Page to Amendment No. 4 to Forward Share Purchase Agreement]