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Browse EX-10 agreements

327 matching material contract exhibits.


EX-10.39

SPACSphere Acquisition Corp.

**SUPPLIER MASTER DATA LICENSE AGREEMENT **

**INFORMATION PAGE **

Supplier Legal Entity Name Effective Date:
Supplier Address Telephone Number:
City: State: Zip Code Fax Number:
Supplier Authorized Representative Name Email Address: Phone Number:
Supplier Billing/Finance Contact Name: Email Address: Phone Number:

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EX-10.39·S-4·CIK 2081300·ACC 0001193125-26-347101·Filed Aug 12, 2026, 17:02 ET

EX-10.19

SPACSphere Acquisition Corp.

**MOBILEWALLA, INC. **

**AMENDED AND RESTATED VOTING AGREEMENT **


*TABLE OF CONTENTS *

| | | | | | | | | | | --- | - | ---------------------------------------------- | - | -------------------------------------------------- | : | :----------: | -: | - | | | | | | | | | | | | | | | | | | Page | | | | | | | | | | | | | | 1. | | Voting Provisions Regarding Board of Directors | | | | | 1 | |

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EX-10.19·S-4·CIK 2081300·ACC 0001193125-26-347101·Filed Aug 12, 2026, 17:02 ET

EX-10.32

SPACSphere Acquisition Corp.

**CONSULTANCY SERVICES AGREEMENT **

THIS CONSULTANCY SERVICES AGREEMENT (this ‘Agreement”), is entered into on the 1st of March, 2013 by and between MOBILEWALLA INC., established in accordance with the laws of the state Delaware in the United States of America, with its principal place of business located at 2472 Jett Ferry Road, Ste 400-214, Dunwoody, GA 30338 (hereinafter referred to as “MOBILEWALLA INC.” and MOBILEWALLA, Private Limited, a company established in accordance with the laws of Singapore with its principal office located at 03-20 Franklin, 3 Science Park Drive, Singapore 118223 (hereinafter referred to as “MOBILEWALLA PTE LTD”).

**WITNESSETH **

WHEREAS this Agreement is being entered into by MOBILEWALLA INC. for the purpose of seeking consultancy services from MOBILEWALLA PTE LTD, for technical architecture, analysis, programming, testing, and operational support information technology services (“Services”) more specifically described through a Work Order issued by MOBILEWALLA INC. based on the terms and conditions contained herein;

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EX-10.32·S-4·CIK 2081300·ACC 0001193125-26-347101·Filed Aug 12, 2026, 17:02 ET

EX-10.26

SPACSphere Acquisition Corp.

**THIS CONVERTIBLE PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NO SALE OR DISPOSITION MAY BE EFFECTED EXCEPT IN COMPLIANCE WITH RULE 144 UNDER SAID ACT OR AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE HOLDER SATISFACTORY TO THE PAYOR THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION. **

**MOBILEWALLA HOLDCO, INC. **

**CONVERTIBLE PROMISSORY NOTE **

$100,000 Issue Date: November 20, 2025

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EX-10.26·S-4·CIK 2081300·ACC 0001193125-26-347101·Filed Aug 12, 2026, 17:02 ET

EX-10.27

SPACSphere Acquisition Corp.

**THIS CONVERTIBLE PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NO SALE OR DISPOSITION MAY BE EFFECTED EXCEPT IN COMPLIANCE WITH RULE 144 UNDER SAID ACT OR AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE HOLDER SATISFACTORY TO THE PAYOR THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION. **

**PAYMENTS UNDER THIS CONVERTIBLE SUBORDINATED PROMISSORY NOTE ARE SUBJECT TO THE SUBORDINATION PROVISIONS SET FORTH HEREIN. **

**MOBILEWALLA HOLDCO, INC. **

**CONVERTIBLE SUBORDINATE **

**PROMISSORY NOTE **

** $34,335 USD** **           Issue Date: December 1, 2025**

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EX-10.27·S-4·CIK 2081300·ACC 0001193125-26-347101·Filed Aug 12, 2026, 17:02 ET

EX-10.40

SPACSphere Acquisition Corp.

Contract ID: Sale of Future Receipts Agreement Seller’s Legal Name IAC - 1196392273 Mobilewalla, Inc. D/B/A Mobilewalla Form of Business Entity and State of Incorporation Corporation Street Address 5170 Peachtree Road, Bldg 100 Ste. 100 City, State ChambleeGA Zip 30341 Mailing Address 5204 Bradford Circle City, State DunwoodyGA Zip 30338 Primary Contact Name Jay Clark Primary Contact Title Owner Primary Contact Phone Number 770-402-6730 Seller’s Deposit Account Please enter your Bank name, routing and account number. Name of Depository Institution: SVB - Division of First Citize ABA Transit/Routing #: 121140399 Checking Account #: 3301090234 Purchase Price Paid to Seller $250,000.00 Initial Periodic Amount $6,850.00 Purchase Amount of Future Receipts $342,500.00 What is the Initial Periodic Amount? The Initial Periodic Amount is an estimate of the Specified Percentage of your average sales revenue. We will debit the Periodic Amount from your Account (as defined herein) each [business day day/week/month] (each, a “Remittance Date”), subject to your actual revenue. We based the Initia

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EX-10.40·S-4·CIK 2081300·ACC 0001193125-26-347101·Filed Aug 12, 2026, 17:02 ET

EX-10.34

SPACSphere Acquisition Corp.

TRACKSIDE ONE

CHAMBLEE, GEORGIA

LEASE

BY AND BETWEEN

TRACKSIDE PARTNERS, LLC, AS LANDLORD

AND

MOBILEWALLA, INC., AS TENANT


**TABLE OF CONTENTS **

| | | | | | | | | :--------------------------------------: | - | -------------------------------------------------- | : | :------: | -----: | ----- | | | | | | | | | | Section | | | | Page | | | | 1.  MARTA LEASE; TERM | | | | ** ** | 1 | ** ** | | 1.1 | | *MARTA *Leafe | | * * | 1 | * * | | 1.2 | | *Lease *Term | | * * | 1 | * * |

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EX-10.34·S-4·CIK 2081300·ACC 0001193125-26-347101·Filed Aug 12, 2026, 17:02 ET

EX-10.23

SPACSphere Acquisition Corp.

Commercial Financing Disclosure for Loans The Total Amount of Funds Provided to the Business Under the Terms of this Commercial Financing Transaction $500,000.00 This is how much funding Worldwide Capital UT, LLC (“Lender”) will provide. The Total Amount of Funds Disbursed to the Business Under the Terms of this Commercial Financing Transaction $250,087.50 This is how much money Lender will deposit into your account after deducting fees and any amounts owed to Lender. The Total Amount to be Paid Under the Terms of this Commercial Financing Transaction $690,000.00 This is the total dollar amount you will pay to Lender under the agreement. The Total Dollar Cost of this Commercial Financing Transaction $190,000.00 This is the dollar cost of your financing. The Manner, Frequency, and Estimated Amount of Each Payment Lender will ACH debit the designated bank account in the amount of $ 15,681.82 per week. This periodic payment will periodically increase pursuant to the schedule set forth on the Weekly Deliveries Addendum. Prepayment There are no costs associated with early remittance (prep

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EX-10.23·S-4·CIK 2081300·ACC 0001193125-26-347101·Filed Aug 12, 2026, 17:02 ET

EX-10.37

SPACSphere Acquisition Corp.

**FIRST AMENDMENT TO LEASE **

THIS FIRST AMENDMENT TO LEASE (this “Amendment”) is made and entered into as of June 15, 2026, by and between TRACKSIDE PARTNERS, LLC, a Georgia limited liability company (“Landlord”), and MOBILEWALLA, INC., a Delaware corporation (“Tenant”).

**WITNESSETH: **

WHEREAS, Landlord and Tenant are parties to that certain Lease dated July 2, 2018 (the “Original Lease”), as affected by that certain Tenant Acceptance Letter dated February 15, 2019 (collectively, as so affected, the “Existing* *Lease”; the Existing Lease, as amended by this Amendment, the “Lease”), whereby Tenant leases certain premises in the building known as Building One (aka Trackside One) and located at 5170 Peachtree Road, Building 100, Chamblee, Georgia 30341 (the “Building”), consisting of approximately 5,462 rentable square feet of space on the first (1st) floor of the Building known as Suite 100, which premises are more particularly described in the Existing Lease (the “Premises”);

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EX-10.37·S-4·CIK 2081300·ACC 0001193125-26-347101·Filed Aug 12, 2026, 17:02 ET

EX-10.21

SPACSphere Acquisition Corp.

**LOAN AND SECURITY AGREEMENT **

**Dated as of May 22, 2023 **

**between **

**MOBILEWALLA HOLDCO, INC. , **

**a Delaware corporation, **

**“Holdco” and as a “Borrower” **

**and **

**MOBILEWALLA, INC., **

**a Delaware corporation, **

**together with Holdco, individually and collectively, “Borrower” **

**and **

**AVENUE VENTURE OPPORTUNITIES FUND II, L.P., **

**a Delaware limited partnership, (“Avenue 2”), **

**as a lender, **

**and **

**AVENUE VENTURE OPPORTUNITIES FUND, L.P., **

**a Delaware limited partnership (“Avenue“) **

**as administrative agent and collateral agent (in such capacity “Agent”) **

**and as a lender (in such capacity, together with Avenue 2, a “Lender” and collectively, the “Lenders”) **


**LOAN AND SECURITY AGREEMENT **

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EX-10.21·S-4·CIK 2081300·ACC 0001193125-26-347101·Filed Aug 12, 2026, 17:02 ET

EX-10.35

SPACSphere Acquisition Corp.

NOTARIAL CERTIFICATE

S. No. ____________ 2017

TO ALL MEN THESE PRESENTS SHALL COME, I B. N. SAHA duly appointed and authorised by the Govt. of W Bengal to practice as a Notary, do hereby certify that the paper writings collectively marked ‘A’ annexed hereto thereinafter called the paper writings ‘A’ are presented before me by the executant(s).

                    hereinafter referred executant(s) on this ____________ Day of ____________ Two thousand ____________

Under the execution of the paper writings ‘A’ on its being admitted by the respective signatories as the matters contained therein and being satisfied as to the identify of the executants) I have attested the execution.

AN ACT WHEREOF being required of Notary, I have granted. THESE PRESENTS as my NOTARIAL CERTIFICATE to serve and avail as needs or occasions shall or may required for the same.

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EX-10.35·S-4·CIK 2081300·ACC 0001193125-26-347101·Filed Aug 12, 2026, 17:02 ET

EX-10.38

SPACSphere Acquisition Corp.

**MASTER DATA LICENSE AGREEMENT **

**INFORMATION PAGE **

Client Legal Entity Name: Client D/B/A: (Does Business As): Effective Date:
Client Address: Telephone Number:
City: State/Provence: Country: Zip: Fax Number:

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EX-10.38·S-4·CIK 2081300·ACC 0001193125-26-347101·Filed Aug 12, 2026, 17:02 ET