On May 9, 2020, the Company entered into a second amendment to the Yakira Purchase
Agreement (the Second Amendment). The Second Amendment provides that the Company will purchase from Yakira its 43,930 Rights Shares as soon as practicable on or after December 31, 2020.
In addition, on May 11, 2020, Yakira issued notice under the Yakira Purchase Agreement for Kaleyra to repurchase the 1,084,150 Yakira
Shares at $10.6819 per share, for an aggregate purchase price of $11.6 million with such payment to be made with restricted cash previously placed in the escrow account described above, plus an additional $4,000. These shares were repurchased
by Kaleyra on May 18, 2020 and are unrelated to the 43,930 Yakira Rights Shares discussed above. As a result of this repurchase, no cash remains in the escrow account in accordance with the terms of the Yakira Forward Share Purchase Agreement.
As of June 30, 2020, the Companys debt in connection with the Yakira Purchase Agreement amounted to $480,000.
Kepos Alpha Fund
On
October 1, 2019, the Company and Kepos Alpha Fund L.P., a Cayman Islands limited partnership (KAF), entered into a forward share purchase agreement (KAF Purchase Agreement) pursuant to which the Company agreed to
purchase the shares of common stock of the Company into which the Rights of the Company held by KAF, including any additional Rights that KAF acquired, converted into upon the closing of the Business Combination. The KAF Purchase Agreement was
amended the following day to provide that the total number of additional Rights that KAF may acquire is 3,750,000 Rights. As amended December 13, 2019, the KAF Purchase Agreement provides that the Company would purchase such shares at the
following price: (1) $10.70 per share for the first 102,171 shares sold to the Company; and (2) $10.50 per share for the next 93,676 shares sold to the Company. The Company agreed to purchase the shares on the earlier of the sixtieth day after the
Business Combination or February 15, 2020 (the KAF Purchase Closing Date).
In exchange for the Companys commitment
to acquire the shares on the KAF Purchase Closing Date, KAF 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 Kaleyra, Inc. and including any short sales involving any of the Companys securities), the Rights (including any additional Rights) held by KAF, and any shares that such Rights (including any additional
Rights) converted into, until the KAF Purchase Closing Date, including not to tender the Rights (or any additional Rights) to the Company in response to any Tender Offer that the Company may commence for the Rights. As amended on December 13,
2019, notwithstanding anything to the contrary herein, the parties agreed that KAF shall after the closing of the Business Combination have the right but not the obligation to sell its shares that the Rights converted into in blocks of at least the
Minimum Block Size Condition in the open market if the sale price exceeds $8.50 per share, or, without meeting the Minimum Block Size Condition, KAF shall have the right but not the obligation to sell any or all of its shares that the Rights
converted into in the open market if the share price equals or exceeds $10.50 per share. In furtherance of the foregoing, KAF shall have the right to sell such shares at any time provided that the price received by KAF (not including any commissions
due by KAF for the sale) is at least $10.50 (or at least $8.50 if KAF meets the Minimum Block Size Condition). In the event that KAF sells any shares (including any Additional Shares), at a sale price of less than $10.50, and provided that KAF meets
the Minimum Block Size Condition, it shall provide notice to the Company within three (3) Business Days of such sale, and such notice shall include the date of the sale, the number of shares sold, and confirmation that the sale price per share
was greater than $8.50, and the Company shall pay KAF in accordance with KAFs written instructions an amount equal to (x) the number of shares (including any Additional Shares) sold multiplied by (y) the amount by which $10.50
exceeds the sale price per share. Furthermore, the parties agreed that nothing in the KAF Purchase Agreement shall prohibit KAF from entering into a contract to purchase and/or sell warrants of the Company.
On January 23, 2020, the Company entered into Amendment No. 3 to the KAF Forward Share Purchase Agreement and on April 7, 2020,
the Company entered into Amendment No. 4 (the KAF Amendments). According to the last amendment, KAF has the right to put its subject shares to the Company on May 7, 2020 at a purchase price of: (i) $10.92 per share for the
first 46,137 shares sold to the Company; and (ii) $10.82 per share for the next 93,676 Shares sold to the Company (collectively, the KAF Share Purchase Price). In the event the closing occurs after May 7, 2020, the KAF Share
Purchase Price shall increase for the 93,676 shares sold to Kaleyra by 1% per full month until the closing date. KAF may elect, in its sole and absolute discretion, to extend the date on which it exercises its put right to a date that is provided
upon 10 calendar days written notice. The KAF Amendments further provide that KAF may sell its subject shares in the open market, at its sole discretion, as long as the sales price is above $7.00 per share. In the event that KAF sells any
shares (including any Additional Shares) at a sale price of less than $10.92 per share for the first 46,137 shares and $10.82 per share for the next 93,676 shares, the Company shall pay KAF an amount equal to (A) the number of shares (including
any Additional Shares) sold multiplied by (B) the amount by which $10.92 or $10.82, as applicable, exceeds the sale price per share.
On March 30, 2020, Kepos provided notice to the Company that it was exercising its option under the Forward Share Purchase Agreement to
have 50,000 shares of common stock repurchased by the Company on April 7, 2020 at $10.92 per share, for an aggregate purchase price of $546,000.
On May 18, 2020, Kepos informed the Company that it sold in the open market at a price above $7.00 per share all shares that it had held
that were subject to the Forward Share Purchase Agreement other than 25,098 shares, and it provided notice that it was exercising its option under the Forward Share Purchase Agreement to have these remaining 25,098 shares of common stock repurchased
by the Company on May 20, 2020 at $10.92 per share, for an aggregate purchase price of $274,000. The May 18, 2020 notice also informed the Company that the amount due to Kepos for the sales that it had made in the open market above $7.00
per
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