Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed on the Current Report on Form 8-K filed by GigCapital, Inc., a Delaware corporation
(“GigCapital”), with the Securities and Exchange Commission on September 20, 2019, GigCapital, 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”), entered into a non-binding letter of intent with
respect to the 5,482,694 rights of GigCapital (NYSE: GIG.RT) (the “Rights”) then held by Greenhaven and up to 4,517,306 additional rights (the “Additional Rights”) that Greenhaven may acquire after entry into the non-binding letter of intent.
On September 27, 2019, GigCapital and Greenhaven entered into a Forward Share
Purchase Agreement (“Purchase Agreement”) pursuant to which GigCapital agreed to purchase the shares of common stock of GigCapital into which the Rights and any Additional Rights that Greenhaven will acquire will convert into upon
the closing of GigCapital’s business combination with Kaleyra, S.p.A. (the “Business Combination”) (all such shares, the “Shares”) at the following price: (1) $1.05 per Right for the first 5,500,000 Rights
(which reflects $10.50 per Share for the first 500,000 Shares); (2) $1.07 per Right for the next 2,500,000 Rights (which reflects $10.70 per Share for the next 250,000 Shares); and (3) $1.10 per Right for the next 2,000,000 Rights (which
reflects $11.00 per Share for the next 200,000 Shares). GigCapital agreed to purchase the Shares on the later of the sixtieth day after the closing of the Business Combination or January 1, 2020 (the “Closing Date”).
In exchange for GigCapital’s commitment to acquire the Shares on the Closing Date, each of Greenhaven Fund 1 and Greenhaven Fund 2 agreed to continue to
hold, and not to offer, sell, contract to sell, pledge, transfer, assign, or otherwise dispose of, directly or indirectly, or hedge (including any transactions involving any derivative securities of GigCapital and including any Short Sales (as
defined below) involving any of GigCapital’s securities), the Rights (including any Additional Rights), and any Shares that the Rights (including any Additional Rights) convert into, until the Closing Date, including not to tender the Rights
(or any Additional Rights) to GigCapital in response to any tender offer that GigCapital may commence for the rights. For purposes of the Purchase Agreement, “Short Sales” include, without limitation, all “short sales” as
defined in Rule 200 promulgated under Regulation SHO under the Securities and Exchange Act of 1934 (the “Exchange Act”), whether or not against the box, and all types of direct and indirect stock pledges, forward sales contracts,
options, puts, calls, short sales, swaps, “put equivalent positions” (as defined in Rule 16a-1(h) under the Exchange Act) and similar arrangements (including on a total return basis), and sales and
other transactions through non-U.S. broker dealers or foreign regulated brokers. Notwithstanding the forgoing, the parties agreed that Greenhaven shall after the closing of the Business Combination have the
right but not the obligation to sell any or all of its Shares into in the open market if the share price equals or exceeds $10.50 per Share. Furthermore, the parties agreed that nothing in the Purchase Agreement shall prohibit Greenhaven from
entering into a contract to purchase and/or sell warrants of GigCapital.
The Purchase Agreement contains customary representations, warranties
and covenants from the parties. Each party’s obligation to consummate the transactions contemplated by the Stock Purchase Agreement is subject to the consummation of the Business Combination in addition to other customary conditions.
The Purchase Agreement may be terminated: (i) by mutual written consent of GigCapital and Greenhaven; (ii) automatically if GigCapital’s
stockholders fail to approve the Business Combination; and (iii) by each of Greenhaven Fund 1 and Greenhaven Fund 2 by giving written notice to GigCapital on the date that is one business day prior to the Closing Date.
The foregoing description is only a summary of the Purchase Agreement and is qualified in its entirety by reference to the full text of the Purchase
Agreement, which is filed as Exhibit 10.1 and is incorporated by reference herein. The Purchase Agreement is included as an exhibit to this Current Report on Form 8-K in order to provide investors
and security holders with material information regarding its terms and the transaction. It is not intended to provide any other factual information about GigCapital or Greenhaven. The representations, warranties and covenants contained in
the Purchase Agreement were made only for purposes of that agreement; are solely for the benefit of the parties to the Purchase Agreement; may have been made for the purposes of allocating contractual risk between the parties to the
Purchase Agreement instead of establishing these matters as facts; and may be subject to standards of materiality applicable to the parties that differ from those applicable to investors. Investors should not rely on the representations,
warranties or covenants or any description thereof as characterizations of the actual state of facts or condition of GigCapital or Greenhaven.