Browse EX-10 agreements

*CO-WORKING SPACE AGREEMENT *

This Co-working Space Agreement (herein after referred to as the Agreement) is made and executed at Gurugram on 28th day of August of 2025.

**BY AND BETWEEN **

SPACE CREATTORS HEIGHTS PRIVATE LIMITED, a Company registered under the Companies Act. 2013, having its Office at 3rd Floor, Landmark Cyber Park Sectort-67, Gurugram.. Haryana, through its Authorized Signatory Mr. Aryan Suri who is duly authorized vide Board Resolution dated 25.07.2022-(herein after referred to as “Company”), which expression shall, unless repugnant to the context and meaning hereof, be deemed to mean and include their successors, representatives and permitted assigns), being the Party of the FIRST PART;

**AND **

In case of Company

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**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 COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION. **

**MOBILEWALLA, INC. **

**CONVERTIBLE PROMISSORY NOTE **

$____________		June*  *, 2021 Atlanta, GA

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**MOBILEWALLA HOLDCO, INC. **

**2019 EQUITY INCENTIVE PLAN **

**As Adopted on October 15th, 2019 **

1. **PURPOSE. **The purpose of this Plan is to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to the success of the Company, its Parent and Subsidiaries by offering eligible persons an opportunity to participate in the Company’s future performance through the grant of Awards covering Shares. Capitalized terms not defined in the text are defined in Section 14 hereof. Although this Plan is intended to be a written compensatory benefit plan within the meaning of Rule 701, grants may be made pursuant to this Plan that do not qualify for exemption under Rule 701 or Section 25102(o). Any requirement of this Plan that is required in law only because of Section 25102(o) need not apply if the Committee so provides.

	2.	**SHARES SUBJECT TO THE PLAN. **

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**Commercial Financing Disclosure for Loans **

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**MOBILEWALLA, INC. **

**AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT **

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**TABLE OF CONTENTS **

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SECTION 1. GENERAL		****	1	****
1.1   Definitions			1

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**MOBILEWALLA, INC. **

**2009 STOCK INCENTIVE PLAN **

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**MOBILEWALLA, INC. **

**2009 STOCK INCENTIVE PLAN **

***1. Definitions ***

In addition to other terms defined herein, the following terms shall have the meanings given below:

(a) Administrator means the Board, and, upon its delegation of all or part of its authority to administer the Plan to the Committee, the Committee.

(b) Affiliate means any Parent or Subsidiary of the Corporation, and also includes any other business entity which is controlled by, under common control with or controls the Corporation; provided, however, that the term “Affiliate” shall be construed in a manner in accordance with the registration provisions of applicable federal securities laws and as permitted under Code Section 409A (if and to the extent applicable).

(c) Applicable Law or Applicable Laws means any applicable laws, rules or regulations (or similar guidance), including but not limited to the Securities Act, the Exchange Act and the Code.

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***CONSULTING AGREEMENT ***

**THIS CONSULTING AGREEMENT **(the “Agreement”) is made and entered into as of the 6th day of March 2013 by and between MOBILEWALLA, INC. (earstwhile known as Wordster, Inc.), a Delaware corporation having offices at 2472 Jett Ferry Road, Suite 400-214, Dunwoody, GA 30338 (the “Company”), and MOBILEWLLA INFORMATION SOLUTIONS PVT. LTD (earstwhile known as Wordster Information Solutions Pvt. Ltd), an Indian corporation having offices at IB – 84, Sector – III, Salt Lake tCity, Kolkata – 700 106, India (the “Consultant”). Following terms of the Agreement effective from March 1, 2013

***BACKGROUND ***

**A. **Company desires to obtain certain services of Consultant, and Consultant desires to provide such services to Company; and

**B. **Company and Consultant desire to set forth the terms and conditions pursuant to which Consultant shall provide services to Company.

NOW, THEREFORE, for good and valuable mutual consideration, the receipt and sufficiency of which is hereby acknowledged, Company and Consultant agree as follows:

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AWS Customer Agreement		https://aws.amazon.com/agreement/

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**MOBILEWALLA, INC. **

**AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT **

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*TABLE OF CONTENTS *

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NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

**COMMON STOCK PURCHASE WARRANT **

**MOBILEWALLA HOLDCO, INC. **

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EXECUTION VERSION

**OMNIBUS AMENDMENT TO STOCKHOLDER AGREEMENTS **

This Omnibus Amendment to Stockholder Agreements (this “Amendment”) is entered into as of May 29, 2026, by and among Mobilewalla Holdco, Inc., a Delaware corporation (the “Corporation”), and the undersigned stockholders of the Corporation.

WHEREAS, Mobilewalla, Inc. (“Mobilewalla”) and certain of its stockholders are parties to the following agreements (collectively, the “Stockholder Agreements”): (i) the Amended and Restated Voting Agreement, dated May 3, 2018, by and among Mobilewalla, the Investors listed on Schedule A thereto, and the Founders and Additional Common Stockholders listed on Schedule B thereto (the “Voting Agreement”); (ii) the Amended and Restated Right of First Refusal and Co-Sale Agreement, dated May 3, 2018, by and among Mobilewalla, the Investors listed on Schedule A thereto, and the Common Stockholders listed on Schedule B thereto (the “ROFR Agreement”); and (iii) the Amended and Restated Investors’ Rights Agreement, dated May 3, 2018, by and among Mobilewalla and

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WAIVERNUMBER2ANDEIGHTHAMENDMENTTOCREDITAGREEMENT

This Waiver Number 2 and Eighth Amendment to Credit Agreement (this “Agreement”), datedasofOctober14,2025,isexecutedbyandamongNatixis,NewYorkBranch,initscapacityastheadministrativeagentfortheLenders(asdefinedbelow)(togetherwithits successors,designees and assignsinsuchcapacity, “AdministrativeAgent”),MN8DevCo3LLC, aDelawarelimitedliabilitycompany(the“DevcoBorrower”),MN8FMGClassBLLC,a Delawarelimitedliabilitycompany(“OpcoBorrower1”),MN8Bleeker2LLC,aDelaware limited liability company, (“Opco Borrower 2”, and together with the Devco Borrower and Opco Borrower 1, the “Borrowers”), and the Lenders party hereto (constituting all Lenders).

RECITALS

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