EX-10.1

Exhibit 10.1

Banco BPM Group – Internal Use

[on headed paper of]

BANCO BPM

On plain paper pursuant to Italian Presidential Decree 601/1973

Agreement to suspend payment of the Principal Component of the repayment instalments (with possible extension of the duration) of Unsecured Loan

On 15^th April 2021, in the offices of BANCO BPM S.P.A., the following persons appeared:

Luca Restocchi born in Lodi on 16 September 1967, acting hereunder not on his own account but exclusively in his capacity of Manager of BANCO BPM S.P.A., with registered office at Piazza F. Meda 4, MILAN, ABI 05034 Tax Code and Registration number in the Milan Monza Brianza Lodi Companies Register 09722490969 – Representative of the Banco BPM VAT Group – VAT No. 10537050964, fully paid in share capital equal to EUR 7,100,000,000, Member of the Interbank Deposit Protection Fund and the National Guarantee Fund, Parent Company of the Banco BPM Banking Group, registered at number 8065 in Bank of Italy’s Register of Banks and at number 237 in the Register of Banking Groups, hereinafter referred to as “Bank”, by virtue of the powers assigned to him under the special power of attorney issued by the Chairman of the Bank’s Board of Directors on 8 September 2020 by deed under the hand and seal of Notary Public Art Paladini of Verona, file no. 25222, Folder no. 12722, registered at the Verona Revenue Agency on 15 September 2020 at no. 26598 series – 1T, the attachment of which is omitted pursuant to Article 36(5-ter) of Italian Decree Law 179/2012 converted into Italian Law 221 of 17 December 2012, amending Article 51 of the Italian Law on Notaries, as it was registered at the Monza Brianza Lodi Companies Register on 1 October 2020;

Giardina Papa Luca born in Limbiate on 29 April 1973, acting hereunder not on his own account but exclusively in his capacity of Executive Officer by virtue of the Minutes of the meeting of the Board of Directors dated 14 April 2021 and in representation of KALEYRA SPA SOCIETA’ PER AZIONI, with registered office at VIA MARCO D’AVIANO 2, 20131 MILAN (MI), tax code 0000012716960153, VAT No. 12716960153 and registration number in the MILAN (MI) Companies Register 0000012716960153, fully paid in share capital EUR 111,000.00, hereinafter referred to as “Borrower”;

on the other

(the Bank, the Borrower hereinafter jointly referred to as the “Parties”)

Whereas

–

by deed dated 20 March 2020 BANCO BPM S.P.A. (hereinafter the “Bank”) granted the Borrower an Unsecured Loan of €6,000,000.00 (EUR six million/00) (hereinafter referred to as the “Loan Agreement” or the “Loan”), to support the Borrower’s financial requirements;

–

the Agreement set out the procedures for using the amounts made available by the Bank, the procedures for determining the interest rate, the duration of the repayment of the disbursed amount of EUR 6,000,000.00 in 45 months through the payment of 15 deferred quarterly instalments, starting on 30 September 2020 and ending on 31 March 2024 (hereinafter the “Repayment Plan”);

–

the Borrower fully paid the Loan repayment instalments up until the instalment due on 31 December 2020, therefore as at today’s date, as a result of the non-repayments, the outstanding principal still to be repaid to the Bank totals €5,232,681.41 (EUR five million two hundred and thirty-two thousand six hundred and eighty-one.41), hereinafter referred to as “Outstanding Principal” (amount to be specified on the date of conclusion taking into account the last duly paid instalment);

BANCO BPM S.p.A.

Parent Company of the BANCO BPM Banking Group

Reg. office: Piazza F. Meda, 4 - 20121 Milan – Tel. +39 02 77001

Admin. office: P.zza Nogara, 2 - 37121 Verona – Tel. + 39 045 8675111

www.bancobpm.it

Fully paid in share cap. as at 4.4.2020 EUR 7,100,000,000.00 – ABI 05034 Tax Code and Reg. no. in Milan Companies Register 09722490969 – Representative of the Banco BPM VAT Group – VAT No. 10537050964 – Member of the Interbank Deposit Protection Fund and the National Guarantee Fund Registered in Bank of Italy’s Register of Banks and in the Register of Banking Groups

Banco BPM Group – Internal Use

[on headed paper of]

BANCO BPM

–

the Borrower has asked the Bank to be granted a suspension of the terms of payment of the principal components included in the repayment instalments, already expired and not paid and those due to expire up to 30 June 2021, with the understanding that the Loan must be fully repaid by the final expiry date of 30 September 2024;

–

the Bank intends to grant the Borrower’s request according to the procedures agreed below.

Now therefore, without prejudice to all the provisions of the Loan Agreement specified in greater detail above [and the guarantee and expressly confirmed between the Parties], and excluding any intention to novate the relationship established with the aforesaid Loan Agreement, the Parties hereby set out the terms and procedures for repayment of the amounts that have already expired and have not been paid and those due to expire in accordance with agreements hereunder.

Article 1. Summary document

The recitals form an integral and essential part of this agreement.

In compliance with the laws on transparency of the contractual conditions of banking transactions and services referred to in Resolution of the Interministerial Committee for Credit and Savings dated 4 March 2003 and subsequent provisions of the Bank of Italy, a “Summary Document” is attached to this agreement, constituting its title page and forming an integral part thereof, stating the economic conditions applied to this transaction.

The Annual Percentage Rate of Charge (APRC) is equal to 3.3661%.

The Parties acknowledge that, at the time this agreement is signed, the economic conditions agreed cannot be higher than the threshold rate established in the quarter in progress for the specific category of lending transactions pursuant to Italian Law 108 of 7 March 1996, containing provisions on usury.

Article 2. Suspension of payment of the principal component only of the instalments

Without prejudice to the Borrower’s obligation to pay the Bank the interest component due in relation to the Outstanding Principal at the original due dates, the Parties agree that the payment of the principal component of the Loan instalments shall be suspended for a period of 6 months, from the instalment expired/due on 31 March 2021 until the instalment expiring/due on 30 June 2021 included.

When signing this agreement the Borrower shall pay the Bank the interest components that have already expired.

The instalments which, according to the criteria determined in the loan agreement, shall expire during the period of suspension from the instalment due on 31 March 2021 to the instalment due on 30 June 2021, shall consist only of the interest component due from the Borrower to the Bank on the Outstanding Principal, which the Borrower therefore undertakes to pay at the aforesaid due dates as per the repayment plan attached hereto.

The suspension of payment of the principal component of the instalments shall cause postponement of the expiry of the repayment plan for an equivalent period of 6 months.

It is understood that, once the suspension period has terminated, that is, as from the instalment expiring on 30 September 2021, the Borrower shall resume payment of the deferred quarterly instalments, inclusive of the principal component and the interest component, calculated according to the straight line repayment method, the first of which expiring on 30 September 2021 and the last on 30 September 2024, as stated in the repayment plan which, signed by the contracting parties, is attached hereto under letter “_A”, forming an integral and essential part hereof.

The Borrower recognises and acknowledges that, as a variable interest rate has been agreed, in the event of an increase or decrease in the interest rate quoted, the Bank shall redetermine the loan repayment plan, taking the outstanding capital as original ‘capital’, the outstanding period as ‘duration’ and the rate quoted as above as ‘interest rate’.

BANCO BPM S.p.A.

Parent Company of the BANCO BPM Banking Group

Reg. office: Piazza F. Meda, 4 - 20121 Milan – Tel. +39 02 77001

Admin. office: P.zza Nogara, 2 -37121 Verona – Tel. + 39 045 8675111

www.bancobpm.it

Banco BPM Group – Internal Use

[on headed paper of]

BANCO BPM

This repayment plan must therefore be considered as ‘approximate’, as it only aims to provide an idea of the amount of each instalment if the interest rate quoted upon conclusion of the agreement were to remain unchanged for the entire repayment period and does not therefore aim to establish the precise final amount of each instalment, as it may vary, in relation to both the principal component and the interest component, and therefore in relation to the overall amount of each individual instalment.

The Borrower undertakes to pay the instalments upon expiry of the due dates agreed above without the need for a prior request from the Bank.

Article 3. Receipts

During the period of suspension of payment of the principal component of the instalments referred to hereunder, the Bank shall issue payment receipts to the Borrower only for the amounts actually paid by way of interest and the Borrower acknowledges this fact.

Article 4. Exclusion of any intention to novate the agreement and confirmation of the guarantees

With the exception of what has been agreed hereunder, all the agreements, clauses and conditions laid down in the Loan Agreement and in the other deeds specified in greater detail in the Recitals are expressly confirmed and shall remain valid and unchanged. The ancillary character of the above amendments is also confirmed and any intention of novating the agreement is expressly excluded.

Any guarantees originally provided, including by third parties, shall continue to secure the Loan, as extended in its terms hereunder, without any formality being required. The Borrower and/or the Guarantor confirms/confirm in any case, also pursuant to and for the purposes of Article 1232 of the Italian Civil Code, all the guarantees originally provided to secure the Loan.

Article 5. Regular communications to customers

Pursuant to and for the purposes of Article 119 of the Consolidated Banking Law, the Bank shall provide the Borrower, upon expiry of the agreement and in any case at least once a year, with a detailed communication containing full and clear information on the progress of the relationship and an updated overview of the economic conditions applied. These regular communications may be sent in paper or electronic format and the cost of the regular customer communications in paper format is equal to €1.25.

The Borrower expressly declares that it would like to receive the regular communications in electronic format. At any time during the relationship the Borrower is entitled to change the communication technique used, by sending a specific request by registered letter to the branch where the relationship is held.

If the communications are sent to the Company by electronic means the Bank shall not apply any cost or charge for sending these communications.

However, if the Company requests the communications to be sent with a different and greater frequency than stated above, or requests the communications to be sent using different means to those contractually provided, the Bank may charge the contractually established costs stated in the Summary Document for sending paper communications.

The Bank shall provide the Borrower, in the regular communication sent on an annual basis, with a recapitulative statement of all the movements, amounts charged and any other information of relevance for understanding the performance of the relationship, as amended pursuant to the agreement.

Article 6. Termination of effect

The Borrower acknowledges that the failure to comply with the payment obligation laid down hereunder, and the occurrence of one of the possible cases of enforcement of the acceleration clause or of automatic termination of the Loan Agreement specified in greater detail in the Recitals, to be deemed set out here in full, shall cause termination of the effect of this Agreement. In such case the Borrower shall be obliged to immediately pay the Bank all the amounts due in relation to the outstanding debt and to this Agreement, according to the procedures specified therein.

BANCO BPM S.p.A.

Parent Company of the BANCO BPM Banking Group

Reg. office: Piazza F. Meda, 4 - 20121 Milan – Tel. +39 02 77001

Admin. office: P.zza Nogara, 2 -37121 Verona – Tel. + 39 045 8675111

www.bancobpm.it

Banco BPM Group – Internal Use

[on headed paper of]

BANCO BPM

Article 7. Borrower’s rights

There shall be no prejudice to any rights that may have been granted to the Borrower in the Loan Agreement and in the subsequent deeds of disbursement and receipt mentioned in greater detail in the Recitals, with regard to the possibility to make early partial or total repayments of the Loan.

In the event of partial early repayments, when allocating the sum repaid the Bank shall however be entitled to prioritise the payment of Deferred Instalments. Once the Deferred Instalments have been paid, the payments shall be allocated to the Outstanding Principal, in which case the effect of each partial payment shall be to reduce the amount of the subsequent instalments without prejudice to the number of instalments, unless otherwise agreed between the Bank and the Borrower.

When the conditions established by Article 120-quater of Italian Legislative Decree 385/1993 are met, the Customer may transfer the Loan Agreement (“portability”) to another intermediary without paying any penalty or charge of any kind.

Article 8. Taxation

Considering that the Loan was subject to substitute tax pursuant to Articles 15 et seq. of Italian Presidential Decree 601 of 29 September 1973, as far as may be necessary, the Parties continue to opt, pursuant to Article 17 of Italian Presidential Decree 601/1973, as amended by Italian Decree Law 145 of 23 December 2013, to subject this agreement to the substitute tax regime referred to in the aforesaid Articles 15 et seq. of Italian Presidential Decree 601/1973, and therefore this Agreement is exempt from registration tax, stamp duty, mortgage and cadastral taxes.

All the costs and any fiscal or other charges relating to or arising from this Agreement shall in any case be borne by the Borrower.

Article 9. Delivery of copy of the agreement

Pursuant to the Bank of Italy’s provisions on “Transparency of banking and financial transactions and services”, the Borrower declares that it took advantage / did not take advantage of the right to obtain a copy of the agreement to be concluded or of a draft agreement without the economic conditions and of an estimate containing the economic conditions based on the information provided by the Borrower.

Article 10. Governing law – Complaints – Means of extrajudicial protection – Mediation for conciliation – Condition for pursuing action – Jurisdiction

The Parties agree that this Agreement is governed by Italian law.

The Bank informs the Borrower, and any Guarantor/s, that if a dispute arises following the conclusion of this Agreement and related and consequent deeds, the Borrower and the Guarantor/s may:

a)	lodge a complaint with the Bank in accordance with the procedures specified at the branches or on the institutional website of the Banco BPM Group (https://gruppo.bancobpm.it).

The Bank must reply within sixty days of receipt;

if the Borrower, and the Guarantor/s, is/are not satisfied with the outcome of the complaint or did not receive a reply within the time limit established by applicable legislation, it/they may apply, pursuant to Article 128-bis of Italian Legislative Decree 385 of 1 September 1993, to the Arbitro Bancario Finanziario (Banking and Financial Ombudsman), free phone number 800196969, (hereinafter “ABF”) if the claim is worth less than EUR 200,000/00 (two hundred thousand/00), or entails the request of a sum of money or without any limitation on the amount in all other cases. Information on how to apply to the ABF and on its area of competence can be found on the website www.arbitrobancariofinanziario.it, or may be requested from the branches of the Bank of Italy or from the Bank.

If the Borrower, and the Guarantor/s, submits/submit an application to the ABF it/they must promptly inform the Bank, sending it a copy of the application by registered letter with return receipt or by certified email.

Applications to the ABF cannot be submitted more than twelve months after the compliant referred to in point a) above was lodged, without prejudice to the possibility for the Borrower, and the Guarantor/s, to lodge a new complaint to the Bank concerning the same matter raised in the previous complaint. The ABF’s decision shall not prejudice the possibility of applying to the judicial authority.

BANCO BPM S.p.A.

Parent Company of the BANCO BPM Banking Group

Reg. office: Piazza F. Meda, 4 - 20121 Milan – Tel. +39 02 77001

Admin. office: P.zza Nogara, 2 -37121 Verona – Tel. + 39 045 8675111

www.bancobpm.it

Banco BPM Group – Internal Use

[on headed paper of]

BANCO BPM

As an alternative to the above and without having to lodge a complaint,

the Borrower, and the Guarantor/s, may initiate the mediation procedure. The Bank is entitled to the same right. For this purpose the Parties agree to initiate the mediation procedure with the Banking Conciliation Body constituted by the Conciliatore Bancario Finanziario – Association for resolving banking, financial and corporate disputes – ADR, registered in the register of conciliation bodies held by the Ministry of Justice (hereinafter “CBF”), the body that specialises in banking and financial disputes and has a widespread network of conciliators throughout the country (information can be found on the website www.conciliatorebancario.it).

The procedure before the ABF or the procedure before the CBF referred to in points b) or c) above also fulfils the condition for pursuing legal actions concerning banking agreements set out in Article 5(1-bis) of Italian Legislative Decree 28 of 4 March 2010. In the event of a change in the aforesaid legislation, the provisions in force from time to time shall apply.

Without prejudice to the mandatory jurisdiction established by law for interim and enforcement procedures, any dispute relating to the interpretation, conclusion, performance or termination of this Agreement shall be submitted to the exclusive jurisdiction of the Court of Milan.

This shall not prejudice the Bank’s right to apply to any other competent court pursuant to law.

Article 11. Supervisory authority

The Bank is subject to the controls exercised by the Bank of Italy, with registered office at Via Nazionale 91, 00184 ROME.


The Borrower		[stamp of Kaleyra S.P.A.]

Date 15/04/2021		Address

Signature (illegible)		Place and date of birth

Date		Address

Signature		Place and date of birth

Milan, 15 April 2021

The Bank (illegible signature)

BANCO BPM S.p.A.

Parent Company of the BANCO BPM Banking Group

Reg. office: Piazza F. Meda, 4 - 20121 Milan – Tel. +39 02 77001

Admin. office: P.zza Nogara, 2 -37121 Verona – Tel. + 39 045 8675111

www.bancobpm.it

Banco BPM Group – Internal Use

[on headed paper of]

BANCO BPM

I/we hereby declare to specifically approve – pursuant to and for the purposes of Article 1341(2) of the Italian Civil Code, the following clauses set out above: Article 6. Termination of effect, Article 10. Governing law – Complaints – Means of extrajudicial protection – Mediation for conciliation – Condition for pursuing action – Jurisdiction


The Borrower		[stamp of Kaleyra S.P.A.]

Date 15/04/2021		Address

Signature (illegible)		Place and date of birth

Date		Address

Signature		Place and date of birth

BANCO BPM S.p.A.

Parent Company of the BANCO BPM Banking Group

Reg. office: Piazza F. Meda, 4 - 20121 Milan – Tel. +39 02 77001

Admin. office: P.zza Nogara, 2 -37121 Verona – Tel. + 39 045 8675111

www.bancobpm.it

Banco BPM Group – Internal Use

[on headed paper of]

BANCO BPM

Agreement to suspend payment of the Principal Component of the repayment instalments (with possible extension of the duration) of Unsecured Loan

Summary Document

The Customer’s attention is drawn to the following information.

Economic conditions applied to Unsecured Loan Agreement no. 045-4629747 arising from this Agreement.



Mortgage Number		045-4629747

Original Principal Amount		EUR 6,000,000.00

Principal Amount outstanding as at 01/01/2021		EUR 5,232,681.41

Number of instalments outstanding		13

Repayment frequency		Quarterly

Interest rate applied to borrowed principal		2.46300%

Instalment collection charges		EUR 2.75

APRC		3.3661%


[illegible signature]		[stamp of Kaleyra S.P.A.]

		[illegible signature]

BANCO BPM S.p.A.

Parent Company of the BANCO BPM Banking Group

Reg. office: Piazza F. Meda, 4 - 20121 Milan – Tel. +39 02 77001

Admin. office: P.zza Nogara, 2 -37121 Verona – Tel. + 39 045 8675111

www.bancobpm.it

NDG 16251758 – DATE 15/04/2021

[on headed paper of]

BANCO BPM

Banco BPM S.p.A. Parent Company of the BANCO BPM Banking Group – Registered office: Piazza F. Meda, 4 – 20121 Milan – Tel. +39 02 77001 Administrative office: Piazza Nogara, 2 – 37121 Verona – Tel. + 39 045 8675111 www.bancobpm.it Fully paid in share cap. as at 6.4.2019 EUR 7,100,000,000.00 – ABI 05034 Tax Code and Reg. no. in Milan Companies Register 09722490969 – Representative of the Banco BPM VAT Group – VAT No. 10537050964 – Member of the Interbank Deposit Protection Fund and the National Guarantee Fund Registered in Bank of Italy’s Register of Banks and in the Register of Banking Groups – Stamp duty paid electronically, where due, Italian Revenue Agency Milan Office 5 Authorisation no. 3358 of 10/01/2017.

REPAYMENT PLAN for POST DISBURSEMENT AMENDMENTS

DATE 15/04/2021 Branch 1726 SEGRATE – SAN FELICE START DATE 01/01/2021

NDG 16251758 Name KALEYRA SPA Relationship No. 04629747

Type of loan GENERIC UNSECURED LOAN

Outstanding debt: 5,232,681.41

Type of financial plan Straight line

REPAYMENT: start date: 01/01/2021 number of instalments: 15 frequency: Quarterly duration in months: 45

RATES APPLIED from: 01/01/2021 – 2.4620% Type of rate Variable

Indexation parameter: DL3 (description attached) Spread 3.0000%

APRC 3.3661 Status: UNDER REPAYMENT


Inst. no.	(P)repay (R)epay	Due date		Outstanding debt		Principal component		Interest component		Instalment expense Notice Collection			Other expenses/ contributions		Instal. amount
—	3A		31/03/2021		5,232,681.41		0.00		32,207.15		0.00	0.00		4.00		32,211.15
—					the interest accrued shall be collected as per supplementary deed
—	4A		30/06/2021		5,232,681.41		0.00		32,578.24		0.00	0.00		4.00		32,582.24
—					the interest accrued shall be collected as per supplementary deed
—	5A		30/09/2021		5,232,681.41		387,856.05		32,936.24		1.25	2.75		0.00		420,796.29
—	6A		31/12/2021		4,844,825.36		390,244.28		30,494.95		1.25	2.75		0.00		420,743.23
—	7A		31/03/2022		4,454,581.08		392,647.21		27,429.08		1.25	2.75		0.00		420,080.29
—	8A		30/06/2022		4,061,933.87		395,064.93		25,289.26		1.25	2.75		0.00		420,358.19
—	9A		30/09/2022		3,666,868.94		397,497.54		23,080.50		1.25	2.75		0.00		420,502.04
—	10A		31/12/2022		3,269,371.40		399,945.14		20,578.51		1.25	2.75		0.00		420,527.65
—	11A		31/03/2023		2,869,426.26		402,407.80		17,668.49		1.25	2.75		0.00		420,080.29
	12A		30/06/2023		2,467,018.46		404.885.62		15,359.45		1.25	2.75		0.00		420,249.07
—	13A		30/09/2023		2,062,132.84		407,378.71		12,979.75		1.25	2.75		0.00		420,362.46
—	14A		31/12/2023		1,654,754.13		409,887.14		10,415.57		1.25	2.75		0.00		420,306.71
—	15A		31/03/2024		1,244,866.99		412.411.02		7,750.44		1.25	2.75		0.00		420.165.46
—	16A		30/06/2024		832,455.97		414,950.44		5,185.80		1.25	2.75		0.00		420,137.24
—	17A		30/09/2024		417,505.53		417,505.53		2,627.92		1.25	2.75		0.00		420,137.45

TOTALS:							5,232,681.41		296,578.35		16.25	035.75		8.00		5,529,319.76


[illegible signature]		[stamp of Kaleyra S.P.A.]

		[illegible signature]

Signed by way of acceptance and approval by the Financed Party/Borrower


Mortgages – REPAYMENT PLAN for POST DISBURSEMENT AMENDMENTS		COPY FOR THE CUSTOMER

NDG 16251758 – DATE 15/04/2021

REPAYMENT PLAN cont.d

ATTACHMENT

INDEXATION PARAMETERS

code DL3

QUARTERLY QUOTATION OF THE EURIBOR 3 MONTH ACT/360 VALUE DATE END OF BUSINESS CALENDAR QUARTER

Signed by way of acceptance and approval by the Financed Party/Borrower


Mortgages – REPAYMENT PLAN for POST DISBURSEMENT AMENDMENTS		COPY FOR THE CUSTOMER