SPACSphere Acquisition Corp.

EX-99.1 · spacsphereacq_ex99-1.htm

EX-99.1
 5
 spacsphereacq_ex99-1.htm
 EXHIBIT 99.1

 Exhibit 99.1

 Mobilewalla,
a Leading Provider of Data-centric, Vertical Agentic AI solutions, to

Go Public Through Business Combination With SPACSphere Acquisition Corp.

 ●
 The transaction values Mobilewalla at a $250 million pre-money valuation

 ●
 Mobilewalla’s platform delivers purpose-built vertical AI solutions for operationally critical problems across the telecom and fintech industries

 ●
 The company generates $13.9 million in Annual Recurring Revenue (“ARR”) as of April 30, 2026 across three proven products: the Mobilewalla Data Platform, Market Flow, and LendBetter

 ●
 Agentic AI product, Telescope, in pilot at a F50 telecom company

 ●
 Global customer base with over 200 businesses across a variety of industries with a focus on telecom and financial services

 ●
 The transaction is expected to close in the second half of 2026

 ATLANTA, Georgia and GRAND CAYMAN, Cayman Islands - Mobilewalla, a leading provider of data and vertical agentic AI solutions, and SPACSphere Acquisition Corp. (NASDAQ: SSAC), a publicly traded special purpose acquisition company, today announced they have entered into a definitive business combination agreement through which Mobilewalla will become a publicly listed company.

 Mobilewalla was founded in 2012 by Dr. Anindya Datta. Since its founding, Mobilewalla has been focused on building a proprietary, exabyte-scale, research grade consumer data platform which provides high quality, privacy compliant data that is optimized to power vertical agentic AI solutions across multiple consumer facing industries.

 “I am excited to partner with Bala and his team to help accelerate Mobilwalla’s proven vertical AI solutions across our current consumer facing markets, with an opportunity to accelerate our entrance into new markets, all of which we anticipate will benefit greatly from our approach,” said Dr. Anindya Datta, CEO of Mobilewalla. “We believe vertical agentic AI is the next frontier in the evolution of AI and solves industry challenges that horizontal AI cannot support.”

 The company currently offers three vertical-specific products as part of their platform that drives actionable results across telecom, financial services and the marketing and advertising sectors. Mobilewalla’s current platform has been utilized globally by clients within its core verticals, and the company sees an opportunity to target a TAM of over $115 billion with a repeatable playbook into adjacent vertical markets.

 Mobilewalla Data Platform includes:

 ●
 Feature Mart — a curated library of hundreds of pre-built, privacy-compliant data features and attributes engineered from Mobilewalla’s global data assets and designed to improve the accuracy and convergence speed of predictive models used in customer analytics, risk scoring, and churn prediction.

 ●
 Data Enrichment — an enterprise service that augments first-party data sets with additional consumer attributes such as behavioral trends, device-level information, and demographic signals enabling organizations to build a more complete view of their customers while maintaining compliance with applicable data-protection regulations.

 ●
 Audience Segments — pre-packaged or custom audience groups derived from thousands of behavioral and demographic attributes. These segments support digital marketing, personalization, and audience-targeting initiatives across advertising and communications platforms.

 Vertical AI Solutions

 ●
 Market Flow (Telecommunications) — a competitive-intelligence and analytics suite for broadband and telecom providers. Market Flow helps operators measure market share shifts, assess customer churn and acquisition dynamics, and benchmark network performance relative to peers.

 ●
 Telescope (Telecommunications) – an agentic AI solution integrating data from multiple sources and employing an agentic framework to cost effectively and efficiently deliver mission critical insights by incorporating data from a variety of sources, core AI techniques and an understanding of industry nuances. Telescope combines Mobilewalla’s proprietary data with natural-language access and autonomous agents, allowing telecom clients to ask highly specific competitive and operational questions that generic AI tools cannot answer

 ●
 LendBetter (Emerging Market Financial Services & Fintech) — a data and analytics product tailored for lenders, enabling credit-risk modeling, identification of “new-to-credit” customers, fraud prevention, and portfolio optimization.

 “We feel fortunate to partner with Anindya and the Mobilewalla team at this stage in Mobilewalla’s development, as they seek to expand into their large market opportunity for vertical agentic AI solutions that leverage their proprietary consumer data set,” said Bala Padmakumar, Chief Executive Officer and Chairman of SPACSphere Acquisition Corp. “We believe that the team is well positioned to deliver long term value for shareholders.”

 Key Investment Highlights

 ●
 A proven platform built on 14 years of R&D investment, with three usage-based solutions in the market today generating $13.9 million of ARR as of April 30, 2026.

 ●
 Attractive financial profile with 94% gross retention, 96% monthly recurring revenue mix, scalable gross margin profile and a clear path to near-term EBITDA breakeven.

 ●
 Proprietary Data Platform built on over 11 years of longitudinal signals is the foundation of a structural competitive data moat. The company has amassed a 400 PB data lake with over 5,000 consumer attributes and 250 predefined, predictive features.

 ●
 Transformative M&A Pipeline with over $40 million of net new ARR in potential targets.

 ●
 Multi-vector growth strategy driven by both organic expansion and M&A opportunities with clear near term catalysts.

 ●
 Founder-Led with Aligned Incentives. Dr. Datta has majority ownership in Mobilewalla and existing stakeholders are rolling 100% of their equity into the combined entity.

 Transaction Overview

 The proposed business combination ascribes a pre-money equity value of $250 million to Mobilewalla. The combined company is expected to receive approximately $172.5 million of cash held in SSAC’s trust account at closing, assuming no redemptions of existing SSAC shares and based on trust value per share as of March 13, 2026.

 Parties anticipate that certain institutional investors affiliated with Mobilewalla will commit $10 million to support the transaction.

 2

 The boards of directors of both Mobilewalla and SSAC have unanimously approved the proposed business combination, which is expected to close in the second half of 2026, subject to approval by SSAC and Mobilewalla stockholders and the satisfaction or waiver of customary closing conditions. Upon the closing of the proposed business combination, the combined company will be named Mobilewalla, Inc., and its common stock and public warrants are expected to be listed on a US national exchange subject to approval by the relevant exchange.

 For a summary of the material terms of the transaction, as well as a copy of the business combination agreement and investor presentation, please see the Current Report on Form 8-K to be filed by SSAC with the U.S. Securities and Exchange Commission (the “SEC”) available at www.sec.gov. Additional information about the proposed business combination will be described in the registration statement on Form S-4 relating to the transaction (the “Registration Statement”), which SSAC and Mobilewalla will file with the SEC.

 Advisors

 D. Boral Capital LLC (“D. Boral”) is acting as Financial and Capital Markets advisors to SSAC. Norton Rose Fulbright US LLP is serving as legal advisor to SSAC. Lucosky Brookman LLP is serving as legal advisor to Mobilewalla. The Blueshirt Group is serving as investor relations advisors to Mobilewalla.

 Investor Presentation

 Mobilewalla and SSAC will furnish the SEC with an investor presentation that describes Mobilewalla’s business. To view the presentation, please visit the Mobilewalla Investor Relations website at www.mobilewalla.com/investorrelations.

 For Investor Relations, including
a copy of the presentation as filed with the SEC, please visit the Mobilewalla website at www.mobilewalla.com/investorrelations or the
SEC’s website at www.sec.gov.

 About Mobilewalla

 Mobilewalla is a data and artificial intelligence (“AI”) company with a proprietary consumer data AI platform built on over a decade of longitudinal behavioral signals spanning 2 billion devices across 40+ countries. The company’s purpose-built technology stack ingests 50 terabytes of data daily and transforms it into predictive intelligence products and vertical agentic AI solutions for the telecommunications, financial services, and consumer data industries. Mobilewalla serves blue-chip enterprise clients in North America and Asia empowering these businesses to gain a granular understanding of consumer behavior, better understand customer needs and preferences and make strategic decisions based on a deep understanding of market trends and influences through Mobilewalla’s cutting-edge data and resulting insights.

 About SPACSphere Acquisition Corp

 SPACSphere Acquisition Corp. (NASDAQ: SSAC) is a special purpose acquisition company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination.

 Forward Looking Statements

 This press release includes “forward- looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements, other than statements of present or historical fact included herein, regarding the proposed business combination, SPACSphere Acquisition Corp.’s (“SSAC”) and Mobilewalla Holdco, Inc.’s (the “Company”) ability to consummate the transaction, the benefits of the transaction, SSAC’s and the Company’s future financial performance following the transaction, as well as SSAC’s and the Company’s strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used herein, including any oral statements made in connection herewith, the words “could,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words.

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 These forward-looking statements are based on SSAC’s and the Company’s management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. SSAC and the Company caution you that these forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of SSAC and the Company. These risks include, but are not limited to, (i) the risk that the proposed business combination may not be completed in a timely manner or at all, which may adversely affect the price of SSAC securities; (ii) the risk that the proposed business combination may not be completed by SSAC’s business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by SSAC; (iii) the failure to satisfy the conditions to the consummation of the proposed business combination, including the approval of the proposed business combination by SSAC’s shareholders and the Company’s stockholders, and the receipt of certain governmental and regulatory approvals; (iv) the effect of the announcement or pendency of the proposed business combination on the Company’s business relationships, performance, and business generally; (v) risks that the proposed business combination disrupts current plans of the Company and potential difficulties in the Company’s employee retention as a result of the proposed business combination; (vi) the outcome of any legal proceedings that may be instituted against SSAC or the Company related to the agreement and the proposed business combination; (vii) changes to the proposed structure of the business combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the business combination (viii) the ability to maintain the listing of SSAC’s securities on the Nasdaq; (ix) the price of SSAC’s securities, including volatility resulting from changes in the competitive and highly regulated industries in which the Company plans to operate, variations in performance across competitors, changes in laws and regulations affecting the Company’s business and changes in the combined capital structure; (x) the ability to implement business plans, forecasts, and other expectations after the completion of the proposed business combination, and identify and realize additional opportunities; (xi) the enforceability of the Company’s intellectual property, and the potential infringement on the intellectual property rights of others, cybersecurity risks or potential breaches of data security; (xii) the risk that the Company may never achieve or sustain profitability; (xiii) changes in the competitive and regulated industries in which the Company operates, variations in operating performance across competitors, changes in laws and regulations affecting the Company’s business and changes in the combined capital structure; (xiv) the impact of the U.S.-Iran war and other geopolitical conflicts, and (xv) other risks and uncertainties related to the transaction set forth in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in SSAC’s prospectus relating to its initial public offering (File No. 333-290414) declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on January 30, 2026 and other documents filed, or to be filed with the SEC by SSAC, including the Registration Statement, SSAC’s periodic filings with the SEC, including SSAC’s Annual Report on Form 10-K filed with the SEC on March 27, 2026 and any subsequently filed Quarterly Report on Form 10-Q. SSAC’s SEC filings are available publicly on the SEC’s website at http://www.sec.gov.

 The foregoing list of factors is not exhaustive. There may be additional risks that neither SSAC nor the Company presently know or that SSAC or the Company currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. You should carefully consider the foregoing factors and the other risks and uncertainties that will be described in SSAC’s proxy statement contained in the registration statement on Form S-4 (the “Registration Statement”), including those under “Risk Factors” therein, and other documents filed by SSAC from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and SSAC and the Company assume no obligation and, except as required by law, do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither SSAC nor the Company gives any assurance that either SSAC or the Company will achieve its expectations.

 4

 Additional Information and Where to Find It

 In connection with the proposed business combination between SSAC and the Company (the “Business Combination”), SSAC and the Company intend to jointly file with the SEC a Registration Statement on Form S-4, which will include a preliminary prospectus and proxy statement of SSAC in connection with the Business Combination, referred to as a proxy statement/prospectus, and after the Registration Statement is declared effective, SSAC will mail a definitive proxy statement/prospectus relating to the Business Combination to its shareholders. This press release does not contain all the information that should be considered concerning the Business Combination and is not intended to form the basis of any investment decision or any other decision in respect of the Business Combination. SSAC may file other documents regarding the Business Combination with the SEC, and SSAC’s shareholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus and the amendments thereto, the definitive proxy statement/prospectus and the other documents filed in connection with the Business Combination, as these materials will contain important information about the Company, SSAC and the Business Combination.

 When available, the definitive proxy statement/prospectus and other relevant materials for the Business Combination will be mailed to shareholders of SSAC as of a record date to be established for voting on the Business Combination and the other matters to be voted upon at the meeting of SSAC’s shareholders to be held to approve the Business Combination and such other matters. Such shareholders will also be able to obtain copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus and other documents filed with the SEC, without charge, once available, at the SEC’s website at www.sec.gov, or by directing a request to SPACSphere Acquisition Corp., 8795 Folsom Blvd, Sacramento, California 95826, Attention: Soumen Das, Chief Financial Officer.

 BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF SSAC ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS AND AMENDMENTS THERETO, AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS IN CONNECTION WITH SSAC’S SOLICITATION OF PROXIES FOR ITS SHAREHOLDERS’ MEETING TO BE HELD TO APPROVE THE BUSINESS COMBINATION, AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE BUSINESS COMBINATION AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT SSAC, THE COMPANY AND THE BUSINESS COMBINATION.

 INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY, NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE BUSINESS COMBINATION OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

 Participants in the Solicitation

 SSAC, the Company, and their respective directors, executive officers, other members of management, and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies from SSAC’s shareholders in connection with the Business Combination. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of SSAC’s shareholders in connection with the Business Combination, including the names of such persons and a description of their respective interests, is set forth in SSAC’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Additional information regarding the interests of those persons and other persons who may be deemed participants in the Business Combination may be obtained by reading the Registration Statement regarding the Business Combination when it becomes available. Shareholders will be able to obtain copies of the documents described in this paragraph that are filed with the SEC, once available, without charge at the SEC’s website at www.sec.gov, or by directing a request to SPACSphere Acquisition Corp., 8795 Folsom Blvd, Sacramento, California 95826, Attention: Soumen Das, Chief Financial Officer.

 5

 No Offer or Solicitation

 This press release is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination and does not constitute an offer to sell or a solicitation of an offer to buy any securities of SSAC or the Company, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act.

 Contacts

 Mobilewalla Investor Relations

 Nicole Kunzman

 The Blueshirt Group for Mobilewalla

 blueshirtgroup@mobilewalla.com

 SPACSphere Acquisition Corp.

 Soumen Das - Chief Financial Officer

 8795 Folsom Blvd.

 Sacramento, California 95826

 soumend@spaccatalyst.com

 (510) 201-0130

 6

EX-2.1 · spacsphereacq_ex2-1.htm

EX-2.1
 2
 spacsphereacq_ex2-1.htm
 EXHIBIT 2.1

 Exhibit 2.1

 Execution Version

 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT
 BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE
 REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL AND HAS BEEN MARKED WITH
 [***] TO INDICATE WHERE OMISSIONS HAVE BEEN MADE.

 BUSINESS COMBINATION AGREEMENT

 by and among

 SPACSPHERE ACQUISITION CORP.,

 SPACSPHERE MERGER SUB INC.,

 and

 MOBILEWALLA HOLDCO, INC.

 Dated as of May 29, 2026

 TABLE OF CONTENTS

 Page

 Article I. DEFINITIONS

 3

 Section 1.01
 Certain Definitions

 10

 Section 1.02
 Further Definitions

 15

 Section 1.03
 Construction

 18

 Article II. AGREEMENT AND PLAN OF MERGER

 18

 Section 2.01
 Class B Conversion; Domestication

 18

 Section 2.02
 Merger

 19

 Section 2.03
 Effective Time; Closing

 19

 Section 2.04
 Certificate of Incorporation; Bylaws

 19

 Section 2.05
 Directors and Officers of the Surviving Corporation and Acquiror

 20

 Section 2.06
 U.S. Tax Treatment

 20

 Article III. EFFECTS OF THE MERGER

 20

 Section 3.01
 Conversion of Securities

 20

 Section 3.02
 Delivery of Shares

 21

 Section 3.03
 Stock Transfer Books

 23

 Section 3.04
 Payment of Expenses

 23

 Section 3.05
 Appraisal Rights

 24

 Section 3.06
 Allocation Schedule

 24

 Article IV. REPRESENTATIONS AND WARRANTIES OF THE COMPANY

 25

 Section 4.01
 Organization and Qualification; Subsidiaries

 25

 Section 4.02
 Organizational Documents

 25

 Section 4.03
 Capitalization

 25

 Section 4.04
 Authority Relative to this Agreement

 28

 Section 4.05
 No Conflict; Required Filings and Consents

 28

 Section 4.06
 Permits; Compliance

 29

 Section 4.07
 [RESERVED]

 29

 Section 4.08
 Financial Statements

 29

 Section 4.09
 Absence of Certain Changes or Events

 30

 Section 4.10
 Absence of Litigation

 30

 Section 4.11
 Employee Benefit Plans

 30

 Section 4.12
 Labor and Employment Matters

 32

 Section 4.13
 Real Property; Title to Assets

 34

 Section 4.14
 Privacy, AI and Data Security

 34

 Section 4.15
 Information Technology

 36

 Section 4.16
 Intellectual Property

 37

 Section 4.17
 Customers and Suppliers

 39

 Section 4.18
 Taxes

 39

 Section 4.19
 [RESERVED]

 42

 Section 4.20
 Material Contracts

 42

 Section 4.21
 International Trade Laws

 44

 Section 4.22
 Insurance

 45

 i

 TABLE OF CONTENTS CONTINUED

 Page

 Section 4.23
 Compliance with Anti-Corruption Laws and Money Laundering Statutes

 46

 Section 4.24
 Interested Party Transactions

 46

 Section 4.25
 [RESERVED]

 46

 Section 4.26
 HSR Act

 46

 Section 4.27
 Projections

 46

 Section 4.28
 Brokers

 46

 Section 4.29
 Exclusivity of Representations and Warranties

 47

 Article V. REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND MERGER SUB

 47

 Section 5.01
 Corporate Organization

 47

 Section 5.02
 Organizational Documents

 48

 Section 5.03
 Capitalization

 48

 Section 5.04
 Authority Relative to This Agreement

 49

 Section 5.05
 No Conflict; Required Filings and Consents

 49

 Section 5.06
 Compliance

 50

 Section 5.07
 SEC Filings; Financial Statements; Sarbanes-Oxley

 50

 Section 5.08
 Absence of Certain Changes or Events

 51

 Section 5.09
 [RESERVED]

 51

 Section 5.10
 Investment Company Act

 51

 Section 5.11
 Affiliate Agreements

 52

 Section 5.12
 Brokers

 52

 Section 5.13
 Absence of Litigation

 52

 Section 5.14
 No Prior Operations of Merger Sub

 52

 Section 5.15
 Acquiror Trust Fund

 52

 Section 5.16
 Employees

 53

 Section 5.17
 Taxes

 53

 Section 5.18
 Certain Business Practices; International Trade Laws

 55

 Section 5.19
 Insurance

 55

 Section 5.20
 Material Contracts

 56

 Section 5.21
 Properties

 56

 Section 5.22
 Exclusivity of Representations and Warranties

 56

 Article VI. CONDUCT OF BUSINESS PENDING THE MERGER

 57

 Section 6.01
 Conduct of Business by the Company Pending the Merger

 57

 Section 6.02
 Conduct of Business by Acquiror and Merger Sub Pending the Merger

 60

 Section 6.03
 Claims Against Trust Account

 61

 Article VII. ADDITIONAL AGREEMENTS

 62

 Section 7.01
 Proxy Statement; Registration Statement

 62

 Section 7.02
 Acquiror Shareholders’ Meetings; Company Stockholder Approval

 65

 Section 7.03
 Company Stockholder Approval

 65

 Section 7.04
 Access to Information; Confidentiality

 66

 Section 7.05
 Exclusivity

 67

 ii

 TABLE OF CONTENTS CONTINUED

 Page

 Section 7.06
 Employee Benefits Matters

 68

 Section 7.07
 Directors’ and Officers’ Indemnification; Tail Insurance

 68

 Section 7.08
 Notification of Certain Matters

 69

 Section 7.09
 Further Action; Reasonable Best Efforts

 70

 Section 7.10
 Public Announcements

 70

 Section 7.11
 Tax Matters

 71

 Section 7.12
 Stock Exchange Listing

 72

 Section 7.13
 [Reserved]

 72

 Section 7.14
 Additional Company Financial Statements

 72

 Section 7.15
 Trust Account

 72

 Section 7.16
 Section 16 Matters

 72

 Section 7.17
 Extension of Business Combination Deadline

 73

 Section 7.18
 Lock-up Agreements

 73

 Section 7.19
 No Trading in Acquiror Securities During the Interim Period

 73

 Section 7.20
 PIPE Investment

 73

 Section 7.21
 Fairness Opinion

 73

 Section 7.22
 FIRPTA Tax Certificates

 74

 Section 7.23
 Debt Financing

 74

 Section 7.24
 Affiliate Agreements

 74

 Article VIII. CONDITIONS TO THE MERGER

 74

 Section 8.01
 Conditions to the Obligations of Each Party

 74

 Section 8.02
 Conditions to the Obligations of Acquiror and Merger Sub

 74

 Section 8.03
 Conditions to the Obligations of the Company

 76

 Article IX. TERMINATION, AMENDMENT AND WAIVER

 77

 Section 9.01
 Termination

 77

 Section 9.02
 Effect of Termination

 78

 Section 9.03
 Expenses

 78

 Section 9.04
 Amendment

 79

 Section 9.05
 Waiver

 79

 Article X. GENERAL PROVISIONS

 79

 Section 10.01
 Notices

 79

 Section 10.02
 Non-survival of Representations, Warranties and Covenants

 80

 Section 10.03
 Severability

 80

 Section 10.04
 Entire Agreement; Assignment

 80

 Section 10.05
 Parties in Interest

 80

 Section 10.06
 Governing Law

 81

 Section 10.07
 WAIVER OF JURY TRIAL

 81

 Section 10.08
 Headings

 81

 Section 10.09
 Counterparts

 81

 Section 10.10
 Non-Recourse

 81

 Section 10.11
 [RESERVED]

 82

 Section 10.12
 Specific Performance

 82

 LIST OF EXHIBITS

 EXHIBIT A
 Form of Sponsor Support Agreement

 A-1

 EXHIBIT B
 Form of Company Stockholder Support Agreement

 B-1

 EXHIBIT C
 Executive Employment Agreement Term Sheet

 C-1

 iii

 BUSINESS COMBINATION AGREEMENT

 This Business Combination Agreement, dated as of May 29, 2026 (this “ Agreement ”), is entered into by and among (i) SPACSphere Acquisition Corp., a Cayman Islands exempted company incorporated with limited liability (which shall transfer by way of continuation to and domesticate as a Delaware corporation in accordance herewith, “ Acquiror ”), (ii) SPACSphere Merger Sub Inc., a Delaware corporation and direct wholly-owned Subsidiary of Acquiror (“ Merger Sub ”), and (iii) Mobilewalla Holdco, Inc., a Delaware corporation (the “ Company ”). Acquiror, Merger Sub and the Company are sometimes referred to herein individually as a “party” and, collectively, as the “parties.”

 WHEREAS, Acquiror is a blank check company formed for the sole purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities;

 WHEREAS, prior to the consummation of the Transactions, subject to the satisfaction or waiver of the conditions of this Agreement (other than those conditions that by their terms or nature are to be satisfied at the Closing, but subject to such conditions being capable of being satisfied at the Closing), Acquiror shall transfer by way of continuation to and domesticate as a Delaware corporation in accordance with Section 388 of the Delaware General Corporation Law, as amended (the “ DGCL ”) and Part XII of the CLCI (the “ Domestication ”);

 WHEREAS, substantially concurrently with, and in order to effectuate, the Domestication, and subject to the satisfaction or waiver of the conditions of this Agreement (other than those conditions that by their terms or nature are to be satisfied at the Closing, but subject to such conditions being capable of being satisfied at the Closing), Acquiror will: (a) file a certificate of corporate domestication and a certificate of incorporation with the Secretary of State of the State of Delaware (the “ Acquiror Charter ”), in form and substance reasonably satisfactory to the Company, which shall be the certificate of incorporation of Acquiror until thereafter supplemented or amended in accordance with its terms and the DGCL, and (b) adopt bylaws (the “ Acquiror Bylaws ”), in form and substance reasonably satisfactory to the Company, which shall be the bylaws of Acquiror, until thereafter supplemented or amended in accordance with its terms and the DGCL;

 WHEREAS, immediately prior to the Domestication, each then issued and outstanding Class B ordinary share of the Acquiror, par value $0.0001 per share (the “ Acquiror Class B Shares ”) shall be converted, on a one-for-one basis, into a Class A ordinary share of the Acquiror, par value $0.0001 per share (the “ Acquiror Class A Shares ”, together with the Acquiror Class B Shares, the “ Acquiror Common Shares ”) (the “ Class B Conversion ”);

 WHEREAS, in connection with the Domestication, (a) each issued and outstanding Acquiror Unit that has not been previously separated will be cancelled and will entitle the holder thereof to one Acquiror Class A Share, one-half of one Existing Acquiror Warrant, and one Acquiror Right which shall each be automatically converted as set out in the following clauses (b), (c) and (d), respectively; (b) each then issued and outstanding Acquiror Class A Share (including those shares issued in connection with the Class B Conversion), shall convert automatically, on a one-for-one basis, into a share of common stock, par value $0.0001 per share, of Acquiror (as part of its domestication as a corporation incorporated in the State of Delaware) (the “ Acquiror Common Stock ”); (c) each then issued and outstanding whole Existing Acquiror Warrant shall convert automatically into a whole warrant exercisable for one share of Acquiror Common Stock on substantially the same terms and conditions as the Existing Acquiror Warrant, including the exercise price (each, an “ Acquiror Warrant ” and, collectively, the “ Acquiror Warrants ”), pursuant to the Warrant Agreement; and (d) each then issued and outstanding Acquiror Right shall convert into right to receive one-fifth of one share of Acquiror Common Stock at the Effective Time pursuant to the Acquiror Rights Agreement;

 WHEREAS, the parties desire and intend to effect a business combination upon the terms and subject to the conditions of this Agreement and in accordance with the DGCL, whereby, following the consummation of the Domestication, on the Closing Date, Merger Sub will merge with and into the Company (the “ Merger ” and together with the other transactions contemplated by this Agreement and the Ancillary Agreements, the “ Transactions ”), as a result of which the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving entity and as a wholly owned Subsidiary of Acquiror;

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 WHEREAS, immediately prior to the Effective Time: (i) (a) the outstanding principal together with all accrued and unpaid interest on the Company Convertible Notes (as defined below) will automatically be converted into a number of shares of the Company Common Stock (as defined below) in accordance with the terms of such Company Convertible Notes and the Company Convertible Note Purchase Agreements, as applicable and (b) each share of Company Preferred Stock (as defined below) will be converted into one (1) share of Company Common Stock (collectively, the “ Company Security Conversion ”); and (ii) unless otherwise exercised prior to the Effective Time, the outstanding Company Warrants will, as applicable, automatically (x) expire or (y) be exercised in full for shares of Company Common Stock, in each case, in accordance with the terms of such Company Warrant (the “ Company Warrant Event ”);

 WHEREAS, the Board of Directors of the Company (the “ Company Board ”) has unanimously (a) determined that this Agreement, the Ancillary Agreements to which the Company is a party and the Transactions are in the best interests of the Company and its stockholders, (b) approved and adopted this Agreement, the Ancillary Agreements to which the Company is a party, and the Transactions, and (c) recommended the approval and adoption of this Agreement and the Ancillary Agreements to which the Company is a party, and the Transactions by the stockholders of the Company;

 WHEREAS, the Board of Directors of Acquiror (the “ Acquiror Board ”) has unanimously (a) determined that this Agreement, the Ancillary Agreements to which it is a party, and the Transactions are in the best interests of Acquiror and its stockholders, (b) the Transactions constitute a “Business Combination” as such term is defined in the Acquiror Articles of Association, (c) approved and adopted this Agreement, the Ancillary Agreements to which it is a party, and the Transactions, and (d) recommended the approval and adoption of this Agreement, the Ancillary Agreements to which it is a party, and the Transactions by the shareholders of Acquiror;

 WHEREAS, the sole director of Merger Sub (the “ Merger Sub Board ”) has (a) determined that this Agreement, the Ancillary Agreements to which it is a party, and the Transactions are in the best interests of Merger Sub and its sole stockholder, (b) approved and adopted this Agreement and the Ancillary Agreements to which it is a party, and the Transactions (including the Merger), and (c) recommended the approval and adoption of this Agreement, the Ancillary Agreements to which it is a party, and the Transactions by the sole stockholder of Merger Sub;

 WHEREAS, concurrently with the execution and delivery of this Agreement, SPACSphere Sponsor LLC, a Delaware limited liability company (the “ Sponsor ”), Acquiror and the Company shall enter into a Sponsor Support Agreement substantially in the form attached hereto as Exhibit A (the “ Sponsor Support Agreement ”), providing that, among other things, the Sponsor will vote its Acquiror Common Shares in favor of this Agreement, the Domestication, the Merger and the other Transactions contemplated hereby;

 WHEREAS, concurrently with the execution and delivery of this Agreement, the Key Company Stockholders (as defined herein) are entering into one or more Company Stockholder Support Agreements with Acquiror and the Company, substantially in the form attached hereto as Exhibit B (the “ Company Stockholder Support Agreement ”), providing that, among other things, Key Company Stockholders have agreed to vote their respective shares of Company Common Stock and Company Preferred Stock (or deliver a written consent with respect thereto) in favor of this Agreement, the Merger and the other Transactions contemplated by this Agreement;

 WHEREAS, contemporaneously with the Closing, in connection with the Transactions, Acquiror, Sponsor and certain Company Stockholders who hold or will receive Acquiror Common Stock (including upon exercise of Exchanged Options) pursuant to Article III , will enter into a customary lock-up agreement, in form and substance reasonably satisfactory to the Company (the “ Lock-up Agreement ”);

 WHEREAS, at the Closing, Acquiror, the Sponsor, certain Acquiror Shareholders, certain stockholders of the Company, and certain of their respective Affiliates, as applicable, shall enter into a customary amended and restated registration rights agreement, in form and substance reasonably satisfactory to the Company (the “ Registration Rights Agreement ”), which shall be effective as of the Closing; and

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 WHEREAS, Acquiror and the Company intend, for U.S. federal (and applicable state and local) income Tax purposes, that (a) this Agreement constitutes, and is hereby adopted by the parties hereto as, a “plan of reorganization” for purposes of Sections 354, 361 and 368 of the Code and within the meaning of Treasury Regulations Section 1.368-2(g), (b) the Domestication shall qualify as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code, (c) the Class B Conversion shall qualify as a “recapitalization” within the meaning of Section 368(a)(1)(E) of the Code and (d) the Merger shall qualify as a “reorganization” within the meaning of Section 368(a)(2)(E) of the Code to which each of the Acquiror, Merger Sub and Company is a party to a “reorganization” within the meaning of Section 368(b) of the Code and Treas. Reg. 1.368-2(f) (clauses (a)-(d) collectively, the “ Intended Tax Treatment ”).

 NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

 ARTICLE I.
 DEFINITIONS

 SECTION 1.01 Certain Definitions . For purposes of this Agreement:

 “ Acquiror Articles of Association ” means the Amended and Restated Memorandum and Articles of Association of Acquiror, adopted by a special resolution dated January 30, 2026 and effective on January 30, 2026.

 “ Acquiror Common Shares ” means, collectively, the Acquiror Class A Shares and the Acquiror Class B Shares.

 “ Acquiror Intervening Event ” means any material change, event, state of facts, development, circumstance, occurrence or effect or change in circumstances or facts, including any change in probability or magnitude of circumstances (collectively, “ Events ”) (but specifically excluding any Event primarily resulting from a breach of this Agreement by Acquiror or any Alternative Transaction) that (i) was not known and was not reasonably foreseeable to Acquiror or the Acquiror Board as of the date hereof (or the consequences of which were not reasonably foreseeable to the Acquiror Board as of the date hereof), and (ii) becomes known to Acquiror or the Acquiror Board after the date of this Agreement but prior to obtaining the Acquiror Shareholder Approval.

 “ Acquiror Material Adverse Effect ” means any Event that, individually or in the aggregate with all other Events, (a) has had or would reasonably be expected to have a material adverse effect on the business, condition (financial or otherwise) or results of operations of Acquiror; or (b) does or would reasonably be expected to prevent, materially delay or materially impede the performance by Acquiror or Merger Sub of their respective obligations under this Agreement or the consummation of the Merger or any of the other Transactions; provided, however , that none of the following shall be deemed to constitute, alone or in combination, or be taken into account in the determination of whether there has been or will be, an Acquiror Material Adverse Effect: (i) any change in the interpretation of any Law or GAAP after the date of this Agreement; (ii) events or conditions generally affecting the industries in which Acquiror operates; (iii) any downturn in general economic conditions, including changes in the credit, debt, securities, financial or capital markets (including changes in interest or exchange rates, prices of any security or market index or commodity or any disruption of such markets); (iv) acts of war, sabotage, civil unrest, terrorism, epidemics, pandemics or disease outbreaks or any escalation or worsening of any such acts of war, sabotage, civil unrest, terrorism, epidemics, pandemics or disease outbreaks, or changes in global, national, regional, state or local political or social conditions; (v) any hurricane, tornado, flood, earthquake, natural disaster, or other acts of God; (vi) any actions taken or not taken by Acquiror or any Merger Sub as required by this Agreement or any Ancillary Agreement, provided that with respect to this clause (vi), the Event underlying such action or inaction may be taken into account in determining an Acquiror Material Adverse Effect; (vii) any effect attributable to the announcement or execution, pendency, negotiation or consummation of the Merger or any of the other Transactions (including the adverse impact thereof on relationships with customers, suppliers, employees or Governmental Authorities, but in each case only to the extent attributable to such announcement or consummation, and it being understood that this clause (vii) shall be disregarded for purposes of the representation and warranty set forth in Section 5.05 and the condition to Closing with respect thereto); or (viii) any actions taken, or failures to take action, or such other changes or events; in each case, which the Company has requested in writing or to which it has consented in writing or which actions are expressly contemplated by this Agreement, except in the cases of clauses (i) through (v), to the extent that Acquiror is materially and disproportionately affected thereby as compared with other participants in the industry in which Acquiror operates.

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 “ Acquiror Rights ” means rights of Acquiror, each right entitling the holder to receive one-fifth of one Acquiror Class A Share.

 “ Acquiror Rights Agreement ” means the Rights Agency Agreement, dated as of February 5, 2026, between Acquiror and Odyssey Transfer and Trust Company, as rights agent.

 “ Acquiror Share Redemption ” means the election of an eligible (as determined in accordance with Acquiror Articles of Association) holder of Acquiror Class A Shares to redeem all or a portion of the Acquiror Class A Shares held by such holder at a per-share price, payable in cash, equal to a pro rata share of the aggregate amount on deposit in the Trust Account (including any interest earned on the funds held in the Trust Account and not previously released to Acquiror to pay its taxes pursuant to the Trust Agreement) (as determined in accordance with Acquiror Articles of Association and the Trust Agreement) in connection with the Acquiror Proposals and/or any Extension.

 “ Acquiror Shareholder ” means (i) prior to Domestication, a holder of Acquiror Class A Shares or Acquiror Class B Shares, and (ii) upon Domestication but prior to the Closing, a holder of Acquiror Common Stock.

 “ Acquiror Shareholder Approval ” means the approval of each Required Acquiror Proposals by the affirmative vote of the holders of the requisite number of Acquiror Common Shares entitled to vote thereon, whether in person or by proxy at the Special Meeting (or any adjournment or postponement thereof), in accordance with the Acquiror Articles of Association and applicable Law.

 “ Acquiror Transaction Expenses ” means the following out-of-pocket fees and expenses paid or payable by Acquiror or any of its Subsidiaries or any of their respective Affiliates (whether or not billed or accrued for) as a result of or in connection with the negotiation, documentation and consummation of the Transactions (including any PIPE Investment), including (i) all fees, costs, expenses, brokerage fees, commissions, finders’ fees and disbursements of financial advisors, investment banks, data room administrators, attorneys, accountants and other advisors and service providers (including deferred underwriting expenses), (ii) fifty percent (50%) of all of the filing fees, administrative fees, costs and expenses payable by Acquiror or any of its Subsidiaries, or the Company or any of its Subsidiaries, to the Governmental Authorities in connection with the Transactions (including fees, costs and expenses payable in connection with the preparation and filing of the Registration Statement and the receipt of stock exchange approval in connection with the listing of Acquiror Common Stock to be issued on the Closing Date, other than fees and expenses of advisors covered by (i) above), (iii) fifty percent (50%) of the fees and expenses incurred in connection with obtaining the Acquiror Shareholder Approval and (iv) all amounts due and payable with respect to Indebtedness of the Acquiror or its Subsidiaries, including the Working Capital Loans (provided that, such amounts including the Working Capital Loans shall be capped at $250,000). Acquiror Transaction Expenses shall not include Acquiror Extension Expenses and Deferred Underwriting Commissions (as defined herein).

 “ Acquiror Transaction Expenses Cap ” means an amount not exceeding $5,000,000; provided that, for the purposes of the Acquiror Transaction Expenses Cap, the calculation of the Acquiror Transaction Expenses should not take into account the deferred underwriting commissions (the “ Deferred Underwriting Commissions ”) payable pursuant to that certain Underwriting Agreement, dated as of February 5, 2026 by and between Acquiror and D. Boral Capital LLC, as representative of the several underwriters named on Schedule A thereto, which shall be paid from the Trust Account.

 “ Acquiror Units ” means units of Acquiror, each consisting of one Acquiror Class A Share, one-half of one Existing Acquiror Warrant, and one Acquiror Right.

 “ Action ” means any claim, action, suit, charge, assessment, complaint, audit, investigation, examination, arbitration or proceeding, in each case that is by or before any Governmental Authority.

 “ Affiliate ” of a specified Person means a Person who, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person. The term “ control ” (including the terms “controlling”, “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by Contract or otherwise.

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 “ Aggregate Closing Merger Consideration ” means 25,000,000 shares of fully paid, validly issued and nonassessable Acquiror Common Stock.

 “ AI Inputs ” means any and all data (including Personal Data), content, writings, works of authorship, graphics, pictures, recordings, any electronic or other information, text or numerals, audio or visual content, or other materials of any nature or description, in each case of the foregoing, that is inputted into, entered into or otherwise used to train any AI Technology which are, in whole or in part, used or relied upon, or licensed, sold, otherwise provided or accessed, by, to or on behalf of the Company or any Company Subsidiary.

 “ AI Outputs ” means any and all services, products, data, writings, works of authorship, graphics, pictures, recordings, any electronic or other information, text or numerals, content, decisions, recommendations, assessments, or materials of any nature or description generated or derived by or on behalf of the Company or any Company Subsidiary, from any AI Technology, or to the extent used in connection with AI Technology or AI Inputs.

 “ AI Technology ” means any and all training, self-improving, or machine learning software, models, algorithms, hardware or other artificial intelligence tools and any other machine-based systems designed to operate with varying levels of autonomy and that may exhibit adaptiveness after deployment and that, for explicit or implicit objectives, infers, from the input it receives, how to generate outputs such as predictions, content, recommendations, or decisions that can influence physical or virtual environments.

 “ Ancillary Agreements ” means the Company Stockholder Support Agreement, the Sponsor Support Agreement, the Lock-up Agreement, the Registration Rights Agreement, the Voting Agreement and all other agreements, certificates and instruments executed and delivered by or on behalf of Acquiror, Merger Sub, and/or the Company in connection with the Transactions and/or as specifically contemplated by this Agreement.

 “ Anti-Corruption Laws ” means the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act of 2010, and any other applicable anti-corruption/anti-bribery foreign, federal, state or local law, statute, code, decree, restriction, official guideline, treaty, convention, guidance, industry standard, interpretation, permit, ordinance, rule, regulation or similar form of decision, requirement or any legally binding interpretation of the foregoing of any Governmental Authority, in each case that is applicable to the Company or any of the Company Subsidiaries.

 “ Business Combination ” has the meaning ascribed to such term in the Acquiror Articles of Association.

 “ Business Day ” means any day on which the principal offices of the SEC in Washington, D.C. are open to accept filings, or, in the case of determining a date when any payment is due, any day on which the electronic funds transfer systems, including for wire transfers, of commercial banks are not required or authorized to close in New York, NY.

 “ Business Systems ” means all Software, servers, circuits, networks, computers, hardware, firmware, middleware, networks, routers, hubs, switches, interfaces, websites, communication facilities, platforms, databases, information technology and data storage systems, computer, data, database and communications networks (other than the Internet), architecture interfaces and firewalls (whether for data, voice, video or other media access, transmission or reception) and other apparatus used to create, store, transmit, exchange or receive information in any form, in each case of the foregoing, whether outsourced, cloud based or otherwise, and all associated documentation in connection with the foregoing.

 “ CLCI ” means the Companies Act (2023 Revision) of the Cayman Islands, as amended.

 “ Code ” means the United States Internal Revenue Code of 1986, as amended.

 “ Company Business ” means the business of the Company and the Company Subsidiaries as currently conducted and currently proposed to be conducted as of the date of this Agreement.

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 “ Company Common Stock ” means the Company’s Common Stock, par value $0.0001 per share.

 “ Company Convertible Note Purchase Agreements ” means, collectively, (i) the Note Purchase Agreement, dated as of May 13, 2014, by and among the Company (f/k/a Mobilewalla, Inc.) and the investors party thereto, as amended by the First through Seventh Amendments thereto, (ii) the Note Purchase Agreement, dated as of May 26, 2017, by and among the Company (f/k/a Mobilewalla, Inc.) and the investors party thereto, as amended, and (iii) with respect to any Company Convertible Note that was not issued pursuant to a Note Purchase Agreement, the terms of the applicable Company Convertible Note itself (including any related board consent or subordination agreement governing the issuance thereof).

 “ Company Convertible Notes ” means the instruments set forth on Schedule 4.03(d) of the Company Disclosure Schedules.

 “ Company Data ” means data Processed by the Company or any Subsidiary in connection with the operation of the Company Business, including Company-Licensed Data, Company-Owned Data and Personal Data.

 “ Company Financing ” means any private placement of equity, equity-linked or debt securities of, or any other form of investment in or financing of (whether directly or indirectly), the Company, in each case that is consummated with any Person after the date hereof and prior to or substantially concurrently with the Closing, with such Person and on such terms and in such amounts.

 “ Company Fully Diluted Capital Stock ” means the sum of (without duplication) the aggregate number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (for the avoidance of doubt, after giving effect to the Company Security Conversion and the Company Warrant Event, but excluding any shares of Company Common Stock to be cancelled pursuant to Section 3.01(b)(ii) ), plus (b) the aggregate number of shares of Company Common Stock issuable upon exercise of all vested and unvested Company Options as of immediately prior to the Effective Time but, for the avoidance of doubt, excluding any unissued Company Options.

 “ Company IP ” means, collectively, all Company-Owned IP.

 “ Company Intervening Event ” means any Event (but specifically excluding any Event primarily resulting from a breach of this Agreement by the Company or any Alternative Transaction) that (i) was not known and was not reasonably foreseeable to the Company or the Company Board as of the date hereof (or the consequences of which were not reasonably foreseeable to the Company Board as of the date hereof), and (ii) becomes known to the Company or the Company Board after the date of this Agreement but prior to obtaining the Company Stockholder Approval.

 “ Company-Licensed Data ” means all data owned by third parties that is Processed by the Company to provide the Company Services.

 “ Company Material Adverse Effect ” means any Event that, individually or in the aggregate with all other Effects, (a) has had or would reasonably be expected to have a material adverse effect on the business, condition (financial or otherwise), assets, liabilities or operations of the Company and the Company Subsidiaries taken as a whole or (b) does or would reasonably be expected to prevent, materially delay or materially impede the performance by the Company of its obligations under this Agreement or the consummation of the Merger or any of the other Transactions; provided , however , that none of the following shall be deemed to constitute, alone or in combination, or be taken into account in the determination of whether there has been or will be, a Company Material Adverse Effect: (i) any change in the interpretation of any Law or GAAP after the date of this Agreement; (ii) events or conditions generally affecting the industries in which the Company and the Company Subsidiaries operate; (iii) any downturn in general economic conditions, including changes in the credit, debt, securities, financial or capital markets (including changes in interest or exchange rates, prices of any security or market index or commodity or any disruption of such markets); (iv) acts of war, sabotage, civil unrest, terrorism, epidemics, pandemics or disease outbreaks, or any escalation or worsening of any such acts of war, sabotage, civil unrest, terrorism,

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 epidemics, pandemics or disease outbreaks, or changes in global, national, regional, state or local political or social conditions; (v) any hurricane, tornado, flood, earthquake, natural disaster, or other acts of God, (vi) any actions taken or not taken by the Company or the Company Subsidiaries as expressly required by this Agreement or any Ancillary Agreement, provided that with respect to this clause (vi), the Event underlying such action or inaction may be taken into account in determining a Company Material Adverse Effect; (vii) any effect attributable to the announcement or execution, pendency, negotiation or consummation of the Merger or any of the other Transactions (including the adverse impact thereof on relationships with customers, suppliers, employees or Governmental Authorities, but in each case only to the extent attributable to such announcement or consummation, and it being understood that this clause (vii) shall be disregarded for purposes of the representation and warranty set forth in Section 4.05 and the condition to Closing with respect thereto); (viii) any failure to meet any projections, forecasts, guidance, estimates, milestones, budgets or financial or operating predictions of revenue, earnings, cash flow or cash position, and (ix) any actions taken, or failures to take action, or such other changes or events, in each case, which Acquiror has requested in writing or to which it has consented in writing or which actions are expressly contemplated by this Agreement, except in the cases of clauses (i) through (v), to the extent that the Company and the Company Subsidiaries, taken as a whole, are materially and disproportionately affected thereby as compared with other participants in the industries in which the Company and the Company Subsidiaries operate.

 “ Company Option Plan ” means, collectively, the Mobilewalla Holdco, Inc. 2009 Stock Incentive Plan and the Mobilewalla, Inc. 2019 Equity Incentive Plan, as amended, supplemented or modified from time to time.

 “ Company Options ” means all options to purchase shares of Company Common Stock that are outstanding as of the date hereof and as of immediately prior to the Effective Time, including such options granted under the Company Option Plan.

 “ Company Organizational Documents ” means the certificate of incorporation and bylaws of the Company, in each case as may be amended from time to time in accordance with the terms of this Agreement.

 “ Company-Owned Data ” means each element of data collected, generated, or received that (i) is used or held for use in Company’s business that is not Personal Data or Company-Licensed Data, and (ii) the Company owns or purports to own.

 “ Company-Owned IP ” means all Intellectual Property owned or purported to be owned by the Company or any of the Company Subsidiaries and all Intellectual Property for which applicable Law precludes an employee, consultant, contractor or other Person from assigning Intellectual Property to the Company where such employee, contractor, consultant or other Person grants to the Company, in lieu of such prohibited assignment, exclusive, irrevocable, transferrable and sublicensable licenses and usage rights to fully exploit, use and practice such non-assignable Intellectual Property.

 “ Company Preferred Stock ” means, collectively, the Series A Preferred Stock, Series A-1 Preferred Stock and Series B Preferred Stock.

 “ Company Privacy Policies ” means each published or internal written privacy policy and security policy of Company or any Company Subsidiary, including any policy or practice relating to: (i) the privacy of users of any website of the Company or any Company Subsidiary; (ii) the collection, storage, disclosure and transfer of any Personal Data; (iii) the privacy of Personal Data of any employee, job applicant, consultant or contingent worker information; and (iv) the security of Company Data and the Company’s or any Company Subsidiary’s networks and systems, including information security, breach response plans, disaster recovery and business continuity plans and programs.

 “ Company Securities ” means, collectively, the Company Common Stock, the Company Preferred Stock, the Company Convertible Notes and the Company Options.

 “ Company Securityholder ” means each Person who holds Company Securities.

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 “ Company Services ” means all services, products and related software that are currently developed, delivered, provided, offered or commercialized by the Company or any Company Subsidiary.

 “ Company Software ” means Software that consists of Company-Owned IP.

 “ Company Stockholder ” means each Person who holds Company Common Stock or Company Preferred Stock.

 “ Company Stockholder Approval ” means the approval of this Agreement and the Transactions, including the Merger, the Company Security Conversion and the transactions contemplated thereby, by (a) the affirmative vote (or written consent) of the holders of a majority of the outstanding shares of Company Common Stock and Company Preferred Stock, voting together as a single class on an as-converted to Company Common Stock basis, as required by Section 251 of the DGCL and Section C.1. of Article IV(d) of the Company’s Restated Certificate of Incorporation, (b) the affirmative vote (or written consent) of the holders of at least sixty percent (60%) of the outstanding shares of Company Preferred Stock, voting together as a separate class on an as-converted to Company Common Stock basis, as required by Section C.3 of Article IV(d) of the Company’s Restated Certificate of Incorporation (including, without limitation, Sections C.3(c) and (h) thereof), (c) the affirmative vote (or written consent) of the holders of a majority of the outstanding shares of Company Preferred Stock, voting together as a separate class on an as-converted to Company Common Stock basis, as required by Section F of Article IV(d) of the Company’s Restated Certificate of Incorporation in connection with the mandatory conversion of the Company Preferred Stock into Company Common Stock, and (d) the affirmative vote (or written consent) of the holders of a majority of the outstanding shares of Series B Preferred Stock, voting as a separate series, as required by Section F of Article IV(d) of the Company’s Restated Certificate of Incorporation in connection with such mandatory conversion, in each case pursuant to the terms and subject to the conditions of the Company’s Organizational Documents and applicable Law.

 “ Company Subsidiary ” means each Subsidiary of the Company.

 “ Company Transaction Expenses ” means the following out-of-pocket fees and expenses paid or payable by the Company or any of the Company Subsidiaries (whether or not billed or accrued for) as a result of or in connection with the negotiation, documentation and consummation of the Transactions: (i) all fees, costs, expenses, brokerage fees, commissions, finders’ fees and disbursements of financial advisors, investment banks, data room administrators, attorneys, accountants and other advisors and service providers of or to the Company or any of the Company Subsidiaries (including with respect to any Company Financing), (ii) change-in-control payments, transaction bonuses, retention payments, severance or similar compensatory payments payable by the Company or any of the Company Subsidiaries to any current or former employee (including any amounts due under any consulting agreement with any such former employee), independent contractor, officer, or director of the Company or any of the Company Subsidiaries as a result of the Transactions (and not tied to any subsequent event or condition, such as a termination of employment), including the employer portion of any employment, payroll or similar Taxes arising therefrom, (iii) any Transfer Taxes, (iv) fifty percent (50%) of all of the filing fees, administrative fees, costs and expenses payable by Acquiror or any of its Subsidiaries, or the Company or any of the Company Subsidiaries, to the Governmental Authorities in connection with the Transactions (including fees, costs and expenses payable in connection with the preparation and filing of the Registration Statement and the receipt of stock exchange approval in connection with the listing of Acquiror Common Stock to be issued on the Closing Date, other than fees and expenses of advisors covered by (i) above), (v) 50% of the fees and expenses incurred in connection with obtaining the Acquiror Shareholder Approval, (vi) all Acquiror Extension Expenses, and (vii) amounts owing or that may become owed, payable or otherwise due, directly or indirectly, by the Company or any of the Company Subsidiaries in connection with the consummation of the Transactions.

 “ Confidential Information ” means all information constituting or relating to Intellectual Property, technology, product development, price, customer and supplier lists, pricing and marketing plans, policies and strategies, details of client and consultant contracts, operations methods, product development techniques, business acquisition plans or new personnel acquisition plans and all other confidential or proprietary information with respect to a party and its customers and vendors. Confidential Information includes any information, knowledge or data concerning the businesses and affairs of the Company, the Company Subsidiaries, or any Suppliers or customers of the Company or any Company Subsidiaries or Acquiror or its Subsidiaries (as applicable) that is not already generally available to the public. Notwithstanding the foregoing, “Confidential Information” shall not include information that is or becomes generally available to the public or general industry knowledge through no action or inaction by the Company.

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 “ Contracts ” means any legally binding contracts, agreements, subcontracts, leases, and purchase orders.

 “ Copyleft License ” means any license that requires, as a condition of use, modification or distribution of Software or other technology subject to such license, that such Software or other technology subject to such license, or other Software or other technology incorporated into, derived from, used or distributed with such Software or other technology subject to such license (a) in the case of Software, be made available or distributed in a form other than binary (e.g., source code form), (b) be licensed for the purpose of preparing derivative works, (c) be licensed under terms that allow the Company Services, other services or Software, or portions thereof or interfaces therefor to be reverse engineered, reverse assembled or disassembled (other than by operation of Law) or (d) be redistributable at no license fee.

 “ Data Protection Requirements ” means, collectively, (i) all applicable Laws and Contracts, industry standards, regulatory guidance and decisions, legal requirements, and terms to which the Company or any Company Subsidiary is bound, with respect to (A) the receipt, Processing and security data breach notification of Personal Data, electronic communications (including cookies and similar technologies), and (B) the Company’s networks and systems, and (ii) the Company Privacy Policies. The Laws referenced herein are defined as “ Privacy Laws .”

 “ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

 “ Exchange Ratio ” means the quotient of (a) the Aggregate Closing Merger Consideration divided by (b) the Company Fully Diluted Capital Stock.

 “ Existing Acquiror Private Placement Warrants ” means those certain warrants to purchase Acquiror Class A Shares, fractions of which were included as part of each Acquiror Unit that was issued by Acquiror in a private placement to the Sponsor at the time of the consummation of Acquiror’s initial public offering, with each whole warrant exercisable for one Acquiror Class A Share at an exercise price of $11.50 as contemplated under the Warrant Agreement.

 “ Existing Acquiror Public Warrants ” means those certain warrants to purchase Acquiror Class A Shares, fractions of which were included as part of each Acquiror Unit that was sold by Acquiror in the Acquiror’s initial public offering, with each whole warrant exercisable for one Acquiror Class A Share at an exercise price of $11.50, as contemplated under the Warrant Agreement.

 “ Existing Acquiror Warrants ” means the Existing Acquiror Private Placement Warrants and the Existing Acquiror Public Warrants.

 “ Fraud ” means an actual and intentional misrepresentation by a party of a representation or warranty expressly stated in Article IV of this Agreement; which satisfies each of the following conditions: (a) such representation or warranty was materially false or materially inaccurate at the time such representation or warranty was made; (b) the party making such representation or warranty had actual knowledge (and not imputed or constructive knowledge) that such representation or warranty was materially false or materially inaccurate when made; (c) such party had the specific intent to deceive another party and induce such other party to enter into this Agreement and (d) such other party reasonably relied on such false or inaccurate representation or warranty in entering into this Agreement.

 “ FTC Consent Order ” means the Order issued by the Federal Trade Commission on January 13, 2025 in The Matter of Mobilewalla Inc., docket No. C-4811, together with the related Consent Agreement and Complaint, in each case as the same may be amended, modified or supplemented from time to time.

 “ Governmental Authority ” means any U.S. or non-U.S. federal, state, local, municipal, national or supranational government or governmental authority of any nature (including any governmental agency, branch, bureau, commission or department, or any official, administrative, executive, judicial, legislative, police, regulatory authority or entity) and any court or arbitral tribunal.

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 “ HSR Act ” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

 “ Indebtedness ” means with respect to any Person, without duplication, (i) all obligations of such Person for borrowed money, including with respect thereto, all interests, fees and costs, (ii) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (iii) all obligations of such Person evidenced by letters of credit, guaranties, and surety bonds (in each case, solely to the extent drawn), (iv) all obligations of such Person under conditional sale or other title retention agreements relating to property purchased by such Person, (v) all obligations of such Person issued or assumed as the deferred purchase price of property or services (other than accounts payable to creditors for goods and services incurred in the ordinary course of business consistent with past practices), including “earn outs” and “seller notes”, (vi) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien or security interest on property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed, (vii) all obligations of such Person under finance or capital leases, (viii) all guarantees by such Person of the Indebtedness of another Person, (ix) all liability of such Person with respect to any hedging obligations, including interest rate or currency exchange swaps, collars, caps or similar hedging obligations, (x) any unfunded or underfunded liabilities pursuant to any retirement or nonqualified deferred compensation plan or arrangement, and any earned but unpaid compensation (including salary, bonuses and paid time off), other than earned but unpaid compensation outstanding as of the end of the current monthly period, (xi) long term and short term deferred revenue, (xii) breakage costs, prepayment or early termination premiums, penalties, or other fees or expenses payable as a result of the consummation of the Transactions in respect of any of the items in the foregoing clauses (i) through (xi), and (xiii) any agreement to incur any of the same.

 “ Inbound IP Licenses ” means all contracts pursuant to which the Company or any Company Subsidiary has received a license or sublicense, or has otherwise been granted rights in, to, or under any Intellectual Property from any person, or otherwise received from any person any immunity, authorization, release, covenant not to sue or other right with respect to any such Intellectual Property, excluding (i) non-disclosure agreements entered into the ordinary course of business, (ii) incidental trademark and feedback licenses, (iii) contracts for Off-the-Shelf Software, and (iv) licenses for Open Source Materials.

 “ Intellectual Property ” means: all intellectual property rights, anywhere in the world, whether statutory, common law or otherwise.

 “ International Trade Laws ” means (i) all U.S. Laws relating to the import, export, re-export, deemed export, deemed re-export, or transfer of information, data, goods, and technology (including those Laws administered by the U.S. Departments of Commerce (Bureau of Industry and Security) codified at 15 C.F.R., Parts 700-774; Homeland Security (Customs and Border Protection) codified at 19 C.F.R., Parts 1-192; State (Directorate of Defense Trade Controls) codified at 22 C.F.R., Parts 103, 120-130; and the Treasury (Office of Foreign Assets Control) codified at 31 C.F.R., Parts 500-598) and (ii) all comparable applicable Laws outside the United States.

 “ IRS ” means the United States Internal Revenue Service.

 “ JOBS Act ” means the Jumpstart Our Business Startups Act of 2012, as amended.

 “ Key Company Stockholders ” means the persons and entities listed on Schedule 7.03 of the Company Disclosure Schedules .

 “ knowledge ” or “ to the knowledge ” of a person shall mean, in the case of the Company, the actual and constructive knowledge of the persons listed on Schedule 1.01 of the Company Disclosure Schedules after reasonable inquiry, and in the case of Acquiror, the actual and constructive knowledge of the persons listed in Schedule 1.01 of the Acquiror Disclosure Schedules after reasonable inquiry.

 “ Law ” means any applicable U.S. federal, state, local, municipal, foreign, international, multinational or other constitution, statute, law, rule, regulation, ordinance, code, principle of common law, treaty, restriction, official guideline, convention, guidance, industry standard, interpretation, permit, regulation or similar form of decision or requirement of any Governmental Authority or any other legally binding interpretation of the foregoing.

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 “ Leased Real Property ” means the real property leased, licensed, subleased or otherwise used or occupied by the Company or Company Subsidiaries, together with, to the extent leased or otherwise used by the Company or Company Subsidiaries, all buildings and other structures, facilities or improvements located thereon and all easements, licenses, rights and appurtenances of the Company or Company Subsidiaries relating to the foregoing.

 “ Lien ” means any lien, security interest, mortgage, pledge, deed of trust, hypothecation, adverse claim, option, restriction, claim or other encumbrance of any kind whether consensual, statutory or otherwise.

 “ Nasdaq ” means The Nasdaq Stock Market LLC.

 “ Off-the-Shelf Software ” means Software, software-as-a-service, or other technology that is licensed or otherwise made available on a non-exclusive basis under a “shrink-wrap” or “click-through” contract or other contract containing standard terms and Software or software-as-a-service for which the Company and Company Subsidiaries have paid a one-time license fee of less than $10,000 per license.

 “ Open Source License ” means any license meeting the Open Source Definition (as promulgated by the Open Source Initiative), the Free Software Definition (as promulgated by the Free Software Foundation), any Creative Commons License, or any substantially similar license, including any license approved by the Open Source Initiative. For the avoidance of doubt, Open Source Licenses include Copyleft Licenses.

 “ Open Source Materials ” means any Software or other Intellectual Property subject to an Open Source License.

 “ Order ” means, if the context permits, any applicable order, injunction, judgment, writ, stipulation, determination, decree, decision, ruling, assessment or arbitration award of any Governmental Authority or arbitrator.

 “ Ordinary course of business ” means, with respect to any Person, the ordinary course of such Person’s business consistent with past custom and practice (including with respect to quantity and frequency) but giving effect to any adjustments or modifications thereto (regardless of whether consistent with past custom and practice) taken to comply with applicable Law or in response to or as a result of any extraordinary event (including a pandemic, epidemic or other health emergency) occurring after the date of this Agreement that was not reasonably foreseeable as of the date of this Agreement and that is outside the control of the Company and the Company Subsidiaries or Acquiror and its Affiliates, as applicable.

 “ Organizational Documents ” means the legal document(s) by which any Person (other than an individual) establishes its legal existence or which govern its internal affairs. For example, the “ Organizational Documents ” of a corporation are its certificate of incorporation and bylaws, the “ Organizational Documents ” of a limited partnership are its limited partnership agreement and certificate of limited partnership, the “ Organizational Documents ” of a limited liability company are its operating agreement and certificate of formation (in each case, as amended, restated, amended and restated or otherwise modified from time to time).

 “ Outbound IP Licenses ” means contracts pursuant to which the Company or any Company Subsidiary has licensed or sublicensed or otherwise granted rights in, to, or under any material Company IP to any person, or granted to any person any immunity, authorization, release, covenant not to sue or other right with respect to any Company IP, excluding (i) non-disclosure agreements entered into the ordinary course of business, (ii) incidental feedback licenses, and (iii) non-exclusive licenses granted to the Company’s service providers or vendors solely for the purpose of providing services to the Company.

 “ Owned Real Property ” means the land owned by the Company or any of the Company Subsidiaries (collectively, the “ Land ”), together with all buildings and other structures, facilities, and other improvements located thereon (collectively, the “ Improvements ”); all right, title and interest of the Company or any Company Subsidiary, as applicable, if any, in and to any and all appurtenances, strips or gores, roads, easements, streets, alleys, drainage facilities and rights-of-way bounding any of the Land; all utility capacity, utilities, water rights, licenses,

 11

 permits, entitlements, and bonds, if any, and all other rights and benefits attributable to the Land; and all rights of ingress and egress thereto; all transferable consents, authorizations, variances or waivers, licenses, permits and approvals from any Governmental Authority in connection with the Land or the Improvements held by or granted to the Company or any Company Subsidiary, as applicable, any of their respective predecessors in title, and/or the agents thereof with respect to the Land or the Improvements; all right, title and interest of the Company or any Company Subsidiary, as applicable, in and to all site plans, surveys, soil and substratus studies, and engineering and architectural drawings, plans and specifications, in the possession or control of the Company or any Company Subsidiary, as applicable, relating to the Land or Improvements; all equipment and other personal property owned by the Company or any Company Subsidiary, as applicable, located on and/or exclusively used in connection with the operation of the Land or Improvements; and all written service and maintenance contracts and other written contracts, if any, relating to the Land or Improvements.

 “ PCAOB ” means the Public Company Accounting Oversight Board and any division or subdivision thereof.

 “ Permitted Liens ” means: (a) such imperfections of title, easements, encumbrances, Liens or restrictions that do not, individually or in the aggregate, materially impair the current use of the Company’s or any Company Subsidiary’s assets that are subject thereto; (b) materialmen’s, mechanics’, carriers’, workmen’s, warehousemen’s, repairmen’s, landlord’s and other similar Liens arising in the ordinary course of business with respect to any amounts not yet due and payable or which are being contested in good faith through appropriate proceedings and for which adequate accruals or reserves have been established in accordance with GAAP, or deposits to obtain the release of such Liens; (c) Liens for Taxes not yet due and payable, or being contested in good faith through appropriate proceedings and, in each case, for which adequate accruals or reserves have been established in accordance with GAAP; (d) zoning, entitlement, conservation restriction and other land use and environmental regulations promulgated by Governmental Authorities that do not, individually or in the aggregate, materially interfere with the present uses of such real property; (e) non-exclusive licenses, sublicenses or other rights to Intellectual Property owned by or licensed to the Company or the Company Subsidiaries granted to any licensee in the ordinary course of business; (f) non-monetary Liens, encumbrances and restrictions on real property (including easements, covenants, rights of way and similar restrictions of record) that do not, individually or in the aggregate, materially interfere with the present uses of such real property; (g) Liens that secure obligations that are reflected as liabilities on the balance sheet included in the Financial Statements (which such Liens are referenced or the existence of which such Liens is referred to in the notes to the balance sheet included in the Financial Statements); and (h) Liens on leases, subleases, easements, licenses, rights of use, rights to access and rights of way arising from the provisions of such agreements or benefiting or created by any superior estate, right or interest that do not, individually or in the aggregate, materially interfere with the present uses of such real property, that are subject hereto.

 “ person ” or “ Person ” means an individual, corporation, partnership, limited partnership, limited liability company, syndicate, incorporated or unincorporated association, joint venture, joint stock company, person (including, without limitation, a “person” as defined in Section 13(d)(3) of the Exchange Act), trust, association or entity or government (including Governmental Authorities), political subdivision, agency or instrumentality of a government or other entity of any kind.

 “ Personal Data ” means “personal information”, “personally identifiable information”, “nonpublic personal information”, Sensitive Data, or the equivalent under the applicable Privacy Laws, including any information that relates to an identified or identifiable individual, household or device, including name, street address, telephone number, email address, photograph, social security number, driver’s license number, geolocation information, passport number, government ID number, financial account information, username and password, customer number, account number, IP address, device identifiers or other persistent identifiers.

 “ PIPE Investment ” means any private placement of shares of Acquiror Class A Shares or securities exercisable or convertible into shares of Acquiror Class A Shares or any other form of investment in or financing of (either directly or indirectly) Acquiror, that is consummated in connection with the Transactions subject to and in accordance with the terms of this Agreement and as the Company and Acquiror will mutually agree.

 12

 “ Processed ”, “ Processes ” or “ Processing ” means any operation or set of operations which is performed on data or set of data, including Sensitive Data and sets of Sensitive Data, whether or not by automated means (including use of AI Technology), including the receipt, access, adaptation, alignment, alteration, anonymization, acquisition, collection, combination, compilation, consultation, creation, data protection, de-identification, derivation, destruction, disclosure, disposal, dissemination, erasure, interception, maintenance, making available, organizing, pseudonymization, recording, restriction, retention, retrieval, safeguarding, security (both technical and physical), sharing, storage, structuring, transmission, training of AI Technology, control or otherwise making available, restriction or transfer (including cross-border transfers), use and security measures with respect thereto.

 “ Proxy Statement ” means the proxy statement filed by Acquiror as part of the Registration Statement with respect to the Special Meeting for the purpose of soliciting proxies from Acquiror Shareholders to approve the Acquiror Proposals (which shall also provide the holders of Acquiror Class A Shares with the opportunity to redeem such shares in conjunction with a shareholder vote on the Transactions).

 “ Real Property ” means, collectively, the Owned Real Property and the Leased Real Property.

 “ Redemption Rights ” means the redemption rights provided for in Article 51 of Acquiror Articles of Association.

 “ Registered Company IP ” means Company-Owned IP for which registrations have been obtained or applications for registration have been filed with any Governmental Authority or domain name.

 “ Sanctioned Person ” shall mean any Person that is: (i) the subject or target of sanctions under Sanctions Laws including any Person listed on any applicable U.S. or non-U.S. sanctions-related restricted party list, including the U.S. Department of Treasury’s Office of Foreign Asset Control’s (“ OFAC ”) Specially Designated Nationals and Blocked Persons List and Foreign Sanctions Evaders List, the Denied Persons List, Entity List, Military End User List, or Unverified List, maintained by the U.S. Department of Commerce’s Bureau of Industry and Security, the EU Consolidated List, and lists maintained by His Majesty’s Treasury of the United Kingdom; (ii) located or resident in or organized under the Laws of a Sanctioned Country; (iii) the Government of Venezuela or any political subdivision, agency, or instrumentality thereof; or (iv) any Person directly or indirectly owned or controlled by, or acting for the benefit or on behalf of, a Person described in clause (i) , (ii) or (iii) .

 “ Sanctions Laws ” means economic and financial sanctions Laws administered, enacted or enforced from time to time by (i) the United States (including the Department of the Treasury’s Office of Foreign Assets Control), (ii) the European Union and enforced by its member states, (iii) the United Nations Security Council, or (iv) His Majesty’s Treasury of the United Kingdom.

 “ Sarbanes-Oxley Act ” means the Sarbanes-Oxley Act of 2002, as amended.

 “ Securities Act ” means the Securities Act of 1933, as amended.

 “ Sensitive Data ” means (a) in addition to any definition for any similar term (e.g., “sensitive information,” “special categories,” etc.), or the equivalent under the applicable Data Protection Requirement, any data involving genetic information, biometric data, political opinions, racial or ethnic origin, precise geolocation information, data concerning health, trade union membership, religious or philosophical beliefs, data concerning sex life or sexual orientation.

 “ Series A Preferred Stock ” means Series A preferred stock of the Company, par value $0.0001 per share.

 “ Series A-1 Preferred Stock ” means Series A-1 preferred stock of the Company, par value $0.0001 per share.

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 “ Series B Preferred Stock ” means Series B preferred stock of the Company, par value $0.0001 per share.

 “ Shareworks ” means Morgan Stanley at Work (formerly E*TRADE Corporate Services), the equity administration platform used by the Company to maintain the stock ledger and records of the Company’s capital stock (whether in certificated or book-entry form), or any successor transfer agent or equity administration platform.

 “ Software ” means (a) computer programs, firmware, software (whether in source code, object code or other form), applications, systems, models, algorithms, program interfaces, methodologies and implementations thereof; (b) development and design tools, library functions, compilers, descriptions and flow charts; (c) data, metadata, databases and compilations of data, whether machine readable or otherwise; and (d) media, documentation, product user manuals, training materials and manuals, and other works of authorship used to design, plan, organize, maintain, support or develop any of the foregoing, irrespective of the media on which it is recorded.

 “ Special Meeting ” means a meeting of the holders of Acquiror Common Shares to be held for the purpose of approving the Acquiror Proposals.

 “ Specified Data Breach ” means (a) any unauthorized access, loss, misuse (by any means), alteration, destruction, unauthorized disclosure, acquisition, transmission or transfer of Company Data Processed by the Company, any Company Subsidiary or by any third-party data processor on behalf the Company or any Company Subsidiary, (b) any other act or omission by the Company or any Company Subsidiary that materially compromises the security, integrity, or confidentiality of Company Data and requires notification under applicable Data Protection Requirements, (c) any successful phishing, ransomware, credential stuffing, denial-of-service, security failure, fraud, denial of service (DoS) attack or any other cyberattack that results in a material monetary loss to or material business disruption affecting the Company or any Company Subsidiary.

 “ Subsidiary ” or “ Subsidiaries ” with respect to any Person means each entity of which at least 50% of the voting power of capital stock or other equity or voting securities is controlled or owned, directly or indirectly, by such Person.

 “ Tax ” or “ Taxes ” means all U.S. federal, state, local, foreign, or other income, profits, franchise, gross income, adjusted gross income or gross receipts, environmental, capital stock, severances, stamp, registration, transfer, windfall profits, payroll, sales, goods and services, employment, unemployment, compensation, occupation, escheat or unclaimed property, disability, use, property, withholding, excise, production, value added, social insurance or social security, alternative or add-on minimum, estimated, healthcare or other similar tax, customs, duties, tariffs, occupancy and other fees, assessments or governmental charges of any nature whatsoever, whether computed on a separate or combined, unitary, or consolidated basis or in any other manner, together with all interest, deficiencies, penalties and additions imposed with respect to such amounts and any interest in respect of such penalties and additions, whether disputed or not.

 “ Tax Returns ” means all returns, statements, claims for refund, and reports (including customs entries and summaries, elections, declarations, disclosures, schedules, estimates and information returns, as well as attachments thereto and amendments thereof) supplied or required to be supplied to a Tax authority relating to Taxes.

 “ Trade Secrets ” means (i) all know-how, confidential, proprietary and non-public information, however documented and whether or not documented and (ii) all trade secrets within the meaning of applicable Law. The term “Trade Secrets” includes concepts, ideas, knowledge, rights in research and development, financial, marketing and business data, pricing and cost information, plans (including business and marketing plans), algorithms, formulae, inventions, processes, techniques, technical data, designs, drawings (including engineering and auto-cad drawings), specifications, databases, blue prints, and customer and supplier lists and information, in each case that has or derives economic value, actual or potential, as a result of being a secret and not known to the public, whether patentable or not and whether or not reduced to practice.

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 “ Train ” means in relation to an AI Technology, the activities comprised in training, testing, validating, fine-tuning and improving that AI Technology, and “ Trained ” shall have a corresponding meaning.

 “ Training Data ” means all data, or database used to Train AI Technology.

 “ Transaction Documents ” means this Agreement, including all Schedules and Exhibits hereto, the Company Disclosure Schedules, the Acquiror Disclosure Schedules, and the Ancillary Agreements.

 “ Treasury Regulations ” means the United States Treasury regulations issued pursuant to the Code.

 “ Working Capital Loans ” means any loan made to Acquiror by any of the Sponsor, an Affiliate of the Sponsor, or any of Acquiror’s officers or directors, for the purpose of financing working capital or costs incurred in connection with a Business Combination or to otherwise capitalize the Acquiror or fund any of its expenses.

 SECTION 1.02 Further Definitions . The following terms have the meaning set forth in the Sections set forth below:

 Defined Term

 Section

 Acquiror

 Preamble

 Acquiror Board

 Recitals

 Acquiror Board Recommendation

 Section 7.02

 Acquiror Bylaws

 Recitals

 Acquiror Charter

 Recitals

 Acquiror Class A Shares

 Recitals

 Acquiror Class B Shares

 Recitals

 Acquiror Common Shares

 Recitals

 Acquiror Common Stock

 Recitals

 Acquiror Disclosure Schedules

 Article V

 Acquiror Equity Incentive Plan

 Section 7.06

 Acquiror Equity Plan Proposal

 Section 7.01(a)

 Acquiror Extension Expenses

 Section 7.17

 Acquiror Indemnified Parties

 Section 7.07(a)

 Acquiror IPO Prospectus

 Section 5.15

 Acquiror Material Contract

 Section 5.20

 Acquiror Modification in Recommendation

 Section 7.02

 Acquiror Parties

 Article V

 Acquiror Proposals

 Section 7.01(a)

 Acquiror SEC Reports

 Section 5.07(a)

 Acquiror Warrant

 Recitals

 Additional Proposal

 Section 7.01(a)

 Additional Quarterly Financial Statements

 Section 7.14

 Adjournment Proposal

 Section 7.01(a)

 Affiliate Agreements

 Section 4.20(a)(xxi)

 Agreement

 Preamble

 Allocation Schedule

 Section 3.06(a)

 Alternative Transaction

 Section 7.05(a)

 Alternative Transaction Proposal

 Section 7.05(a)

 Amendment Proposal

 Section 7.01(a)

 Audited Financial Statements

 Section 4.08(a)

 Blue Sky Laws

 Section 4.05(b)

 Business Combination Deadline

 Section 7.17

 Certificate of Merger

 Section 2.03(a)

 Certificates

 Section 3.02(b)

 15

 Claims

 Section 6.03

 Class B Conversion

 Recitals

 Closing

 Section 2.03(b)

 Closing Date

 Section 2.03(b)

 Company

 Preamble

 Company Board

 Recitals

 Company Board Recommendation

 Section 7.03

 Company D&O Tail Insurance

 Section 7.07(b)

 Company Disclosure Schedules

 Article IV

 Company Indemnified Parties

 Section 7.07(a)

 Company Interested Party

 Section 4.24

 Company Modification in Recommendation

 Section 7.03

 Company Permits

 Section 4.06

 Company Security Conversion

 Recitals

 Company Stockholder Approval

 Section 7.03

 Company Stockholder Support Agreement

 Recitals

 Company Subsidiary Securities

 Section 4.03(i)

 Company Warrant Event

 Recitals

 Company Warrants

 Section 4.03(a)

 Confidentiality Agreement

 Section 7.04(b)

 Contingent Worker

 Section 4.12(g)

 Contribution

 Section 4.16(e)

 D&O Indemnified Parties

 Section 7.07(a)

 Debt Financing

 Section 7.23

 DGCL

 Recitals

 Director Election Proposal

 Section 7.01(a)

 Dissenting Shares

 Section 3.05(a)

 Domestication

 Recitals

 Domestication Proposal

 Section 7.01(a)

 Effective Time

 Section 2.03(a)

 ERISA

 Section 4.11(a)

 ERISA Affiliate

 Section 4.11(c)

 Events

 Section 1.01

 Exchange Agent

 Section 3.02(a)

 Exchange Fund

 Section 3.02(a)

 Exchanged Option

 Section 3.01(b)(iii)

 Exchanges

 Section 7.10

 Executive Employment Agreement Term Sheet

 Section 8.03(h)

 Extension

 Section 7.17

 Financial Statements

 Section 4.08(a)

 GAAP

 Section 4.08(b)

 Improvements

 Section 1.01

 Independent Directors

 Section 2.05(a)

 Initial Extension Deadline

 Section 7.17

 Insurance Policies

 Section 4.22(a)

 Intended Tax Treatment

 Recitals

 Interim Period

 Section 7.04(a)

 Land

 Section 1.01

 Lease

 Section 4.13(b)

 Lease Documents

 Section 4.13(b)

 Lender

 Section 7.23

 Letter of Transmittal

 Section 3.02(b)

 Loan Agreement

 Section 7.23

 Lock-up Agreement

 Recitals

 Material Contracts

 Section 4.20(a)

 16

 Merger

 Recitals

 Merger Sub

 Preamble

 Merger Sub Board

 Recitals

 Merger Sub Common Stock

 Section 5.03(b)

 Most Recent Balance Sheet

 Section 4.08(a)

 Nasdaq Proposal

 Section 7.01(a)

 OFAC

 Section 1.01

 Per Share Merger Consideration

 Section 3.01(b)(i)

 Person

 Section 1.01

 PIPE Investors

 Section 7.20

 Plans

 Section 4.11(a)

 Property

 Section 4.16(i)

 Registration Rights Agreement

 Recitals

 Registration Statement

 Section 7.01(a)

 Remedies Exceptions

 Section 4.04

 Representatives

 Section 7.04(a)

 Required Acquiror Proposals

 Section 7.01(a)

 Reviewed Financial Statements

 Section 4.08(a)

 Sanctioned Countries

 Section 4.21(b)(iv)

 SEC

 Section 5.07(a)

 Securities Act

 Section 5.07(a)

 Sponsor

 Recitals

 Sponsor Support Agreement

 Recitals

 Standards Organization

 Section 4.16(h)

 Stockholder Litigation

 Section 7.08(b)

 Subscription Agreement

 Section 7.20

 Surviving Corporation

 Section 2.02(b)

 Taxes

 Section 1.01

 Terminating Acquiror Breach

 Section 9.01(g)

 Terminating Company Breach

 Section 9.01(f)

 Top Customer

 Section 4.17

 Top Supplier

 Section 4.17

 Transaction Proposal

 Section 7.01(a)

 Transactions

 Recitals

 Transfer Agent Cancellation

 Section 3.02(b)

 Transfer Taxes

 Section 7.11(c)

 Trust Account

 Section 5.15

 Trust Account Released Claims

 Section 6.03

 Trust Agreement

 Section 5.15

 Trust Fund

 Section 5.15

 Trustee

 Section 5.15

 Voting Agreement

 Section 8.03(i)

 WARN Act

 Section 4.12(c)

 Written Consent

 Section 7.03

 17

 SECTION 1.03 Construction .

 (a) Unless the context of this Agreement otherwise requires, (i) words of any gender include each other gender, (ii) words using the singular or plural number also include the plural or singular number, respectively, (iii) the terms “hereof,” “herein,” “hereby,” “hereto” and derivative or similar words refer to this entire Agreement, (iv) the terms “Article,” “Section,” “Schedule” and “Exhibit” refer to the specified Article, Section, Schedule or Exhibit of or to this Agreement, (v) the word “including” means “including without limitation,” (vi) the word “or” shall be disjunctive but not exclusive, (vii) references to agreements and other documents shall be deemed to include all subsequent amendments and other modifications thereto and all schedules, exhibits, or other attachments referred to therein, and (viii) references to statutes shall include all regulations promulgated thereunder and references to statutes or regulations shall be construed as including all statutory and regulatory provisions consolidating, amending or replacing the statute or regulation.

 (b) The language used in this Agreement shall be deemed to be the language chosen by the parties to express their mutual intent and no rule of strict construction shall be applied against any party.

 (c) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. If any action is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action may be deferred until the next Business Day.

 (d) Any reference to a numbered schedule means the same-numbered section of the disclosure schedules to this Agreement. Any reference in a schedule contained in the disclosure schedules to this Agreement delivered by a party hereunder shall be deemed to be an exception to (or, as applicable, a disclosure for purposes of) the applicable representations and warranties (or applicable covenants) that are contained in the section or subsection of this Agreement that corresponds to such schedule and any other representations and warranties of such party that are contained in this Agreement to which the relevance of such item thereto is reasonably apparent on its face. Nothing in the schedules to this Agreement constitutes an admission of any liability or obligation of the disclosing party to any third party or an admission to any third party, including any authority, against the interest of the disclosing party, including any possible breach or violation of any Contract or Law. Summaries of any written document in the disclosure schedules to this Agreement do not purport to be complete and are qualified in their entirety by the written document itself. The Company Disclosure Schedules and the Acquiror Disclosure Schedules and, with respect to both the Company Disclosure Schedules and the Acquiror Disclosure Schedules, exhibits referenced therein are a part of this Agreement as if fully set forth herein.

 (e) All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP.

 ARTICLE II.
 AGREEMENT AND PLAN OF MERGER

 SECTION 2.01 Class B Conversion; Domestication .

 (a) Prior to the consummation of the Transactions, and subject to the applicable Acquiror Shareholder Approval, and at least one (1) Business Day prior to the Domestication, each then issued and outstanding Acquiror Class B Share shall convert automatically, on a one-for-one basis, into Acquiror Class A Shares pursuant to the Class B Conversion and in accordance with the Acquiror Articles of Association;

 (b) Prior to the consummation of the Transactions, and subject to the applicable Acquiror Shareholder Approval, Acquiror shall domesticate to the State of Delaware and become a Delaware corporation in accordance with Section 388 of the DGCL and Part XII of the CLCI by (i) filing a certificate of corporate domestication with respect to the Domestication and the Acquiror Charter with the Secretary of State of the State of Delaware, (ii) completing, making and procuring all those filings required to be made with the Cayman Islands Registrar of Companies in connection with the Domestication and (iii) obtaining a certificate of de-registration from the Cayman Islands Registrar of Companies. In connection with the Domestication, Acquiror shall adopt as Acquiror’s initial certificate of incorporation the Acquiror Charter.

 (c) In accordance with applicable Law, pursuant to and by virtue of the Domestication at the effective time of the Domestication and without any action on the part of any Acquiror Shareholder, (a) each issued and outstanding Acquiror Unit that has not been previously separated will be cancelled and will entitle the holder thereof to one Acquiror Class A Share, one-half of one Existing Acquiror Warrant, and one Acquiror Right which shall each be automatically converted as set out in the following clauses (b), (c) and (d), respectively; (b) each then issued and outstanding Acquiror Class A Share (including those shares issued in connection with the Class B Conversion), shall convert automatically, on a one-for-one basis, into a share of Acquiror Common Stock; (c) each then issued and outstanding whole Existing Acquiror Warrant shall convert automatically into a whole Acquiror Warrant, pursuant to the Warrant Agreement; and (d) each then issued and outstanding Acquiror Right shall convert into one-fifth of one share of Acquiror Common Stock at the Effective Time pursuant to the Acquiror Rights Agreement.

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 SECTION 2.02 Merger .

 (a) Upon the terms and subject to the conditions set forth in this Agreement and the Certificate of Merger to be filed in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company.

 (b) As a result of the Merger, the separate corporate existence of Merger Sub shall cease, the Company shall continue as the surviving corporation of the Merger (hereinafter referred to for the periods at and after the Effective Time as the “ Surviving Corporation ”), shall continue its corporate existence under the DGCL under its current name, as a wholly-owned Subsidiary of Acquiror. For the sake of clarity, all references to the Company for periods after the Effective Time shall include the term “Surviving Corporation.”

 SECTION 2.03 Effective Time; Closing .

 (a) Subject to the provisions of this Agreement, at the Closing, Acquiror and the Company shall cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware a certificate of merger in form and substance reasonably acceptable to Company, executed in accordance with the relevant provisions of the DGCL (the “ Certificate of Merger ”). The Merger shall become effective upon the filing of the Certificate of Merger or at such later time as is agreed to by the parties and specified in the Certificate of Merger (the time at which the Merger becomes effective is herein referred to as the “ Effective Time ”).

 (b) Unless this Agreement is earlier terminated in accordance with Article IX , on the second Business Day after the satisfaction or waiver (to the extent permitted by applicable Law) of the conditions set forth in Article VIII or at such other time, date and location as Acquiror and the Company agree in writing, a closing (the “ Closing ”) shall be held remotely by exchanging the closing deliverables and signatures via email, for the purpose of confirming the satisfaction or waiver, as the case may be, of the conditions set forth in Article VIII . The date on which the Closing shall occur is referred to herein as the “ Closing Date .”

 (c) At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the assets, property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.

 SECTION 2.04 Certificate of Incorporation; Bylaws .

 (a) In accordance with the applicable Law, pursuant to and by virtue of the Domestication at the effective time of the Domestication and without any action on the part of any Acquiror Shareholder, the Organizational Documents of Acquiror shall be the Acquiror Charter and the Acquiror Bylaws until thereafter duly amended in accordance with the provisions thereof and the DGCL. Under such amendment and restatement, among other things, at Closing, Acquiror shall be renamed as “COVARIATE, INC.”

 (b) At the Effective Time, by virtue of filing of the Certificate of Merger pursuant to the provisions of Section 2.03(a) , the Company’s certificate of incorporation and bylaws as in effect immediately prior to the Effective Time shall, in accordance with the terms thereof and the DGCL and as amended pursuant to the Certificate of Merger, be the certificate of incorporation and bylaws of the Surviving Corporation until duly amended in accordance with the terms thereof and the DGCL.

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 SECTION 2.05 Directors and Officers of the Surviving Corporation and Acquiror .

 (a) Each of the parties hereto shall take reasonable action and make recommendations to their respective stockholders that, effective as of the Closing, the Acquiror Board shall consist of five (5) directors, divided into three classes, with one director to be designated by the Company prior to the Closing (who is hereby designated as Anindya Datta and who shall be designated as a “Class III” director, as defined in the draft Acquiror Charter shared among the parties’ counsel prior to the date hereof), one director to be designated by the Acquiror prior to the Closing (who is hereby designated as Bala Padmakumar), and three independent directors (the “ Independent Directors ”) to be designated by the Company prior to the Closing in compliance with applicable SEC or Nasdaq requirements. Subject to any limitation imposed under applicable Laws and Nasdaq listing requirements, the parties shall use reasonable best efforts to ensure that the Persons designated for election to the Acquiror Board pursuant to this Section 2.05(a) are nominated and elected as directors of the Acquiror Board and, where applicable, are designated to the above-referenced class, in each case effective as of the Closing, and the identities of such individuals shall be made publicly available prior to the date on which the Registration Statement is filed with the SEC in definitive form.

 (b) The persons constituting the officers of the Company prior to the Effective Time shall, as of immediately following the Effective Time, be appointed the officers of Acquiror in identical positions until the earlier of their death, resignation or removal or until their respective successors are duly appointed. The parties shall use reasonable best efforts to ensure the immediately foregoing.

 (c) The initial directors and officers of the Surviving Corporation shall be mutually agreed by Acquiror and the Company, to be effective immediately after the Closing. The parties shall use reasonable best efforts to ensure the immediately foregoing.

 SECTION 2.06 U.S. Tax Treatment . The parties intend, for U.S. federal (and applicable state and local) income Tax purposes, that (a) the Domestication shall qualify as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code to which the Acquiror is a party under Section 368(b) of the Code, and accordingly, the taxable year of Acquiror will end on the date that the Domestication is consummated pursuant to Treasury Regulations Section 1.367(b)-2(f)(4), (b) the Class B Conversion shall qualify as a “recapitalization” within the meaning of Section 368(a)(1)(E) of the Code and (c) the Merger shall qualify as a “reorganization” within the meaning of Section 368(a) of the Code to which each of the Acquiror, Merger Sub and Company are parties under Section 368(b) of the Code. The parties hereby adopt this Agreement as a “plan of reorganization” for purposes of Sections 354, 361 and 368 of the Code and within the meaning of Treasury Regulations Section 1.368-2(g) and 1.368-3(a). The parties to this Agreement hereby (a) agree to file and retain such information as shall be required under Section 1.368-3 of the Treasury Regulations, and (b) agree to file all Tax Returns on a basis consistent with and take no position inconsistent with the treatment described in this Section 2.06 unless required to do so pursuant to a “determination” that is final within the meaning of Section 1313(a) of the Code. The parties shall not, and shall not permit or cause their respective Affiliates to, take any action, or knowingly fail to take any action, which action or failure to act prevents or impedes, or would reasonably be expected to prevent or impede, the Merger or the Domestication from qualifying for the Intended Tax Treatment. Each of the parties agrees to promptly notify all other parties of any challenge to the Intended Tax Treatment by any Governmental Authority.

 ARTICLE III.
 EFFECTS OF THE MERGER

 SECTION 3.01 Conversion of Securities .

 (a) Immediately prior to the Effective Time, the Company Security Conversion and the Company Warrant Event shall have been consummated. All Company Preferred Stock, Company Convertible Notes and Company Warrants converted into or exercised for shares of Company Common Stock shall no longer be outstanding and shall cease to exist, and each holder thereof shall thereafter cease to have any rights with respect to such securities. The Company Board shall adopt any resolutions and take any actions that are necessary to effectuate the Company Security Conversion and the Company Warrant Event.

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 (b) At the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the Company or the holders of any of the following securities or rights:

 (i) each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (including shares issued upon the exercise of Company Options, if any, prior to the Effective Time and excluding (x) any shares to be cancelled pursuant to Section 3.01(b)(ii) and excluding (y) any Dissenting Shares, and after giving effect to the Company Security Conversion and the Company Warrant Event) shall be canceled and converted into the right to receive a number of shares of Acquiror Common Stock equal to the Exchange Ratio (the “ Per Share Merger Consideration ”), as set forth in the Allocation Schedule;

 (ii) each share of Company Common Stock held in the treasury of the Company shall be canceled without any conversion thereof and no payment or distribution shall be made with respect thereto;

 (iii) each share of Merger Sub common stock issued and outstanding immediately prior to the Effective Time shall be canceled without any conversion thereof and no payment or distribution shall be made with respect thereto; and

 (iv) each Company Option that is outstanding and unexercised immediately prior to the Effective Time, whether vested or unvested, shall be converted into an option to purchase a number of shares of Acquiror Common Stock (such option, an “ Exchanged Option ”) equal to the product (rounded up to the nearest whole number) of (x) the number of shares of Company Common Stock subject to such Company Option immediately prior to the Effective Time, multiplied by (y) the Exchange Ratio, at an exercise price per share equal to (x) the exercise price per share of such Company Option immediately prior to the Effective Time, divided by (y) the Exchange Ratio (rounded up to the nearest full cent); provided, however , that to the extent applicable, the exercise price and the number of shares of Acquiror Common Stock purchasable pursuant to the Exchanged Options shall be determined in a manner consistent with the requirements of Section 409A of the Code; provided, further , that in the case of any Exchanged Option to which Section 422 of the Code applies, the exercise price and the number of shares of the Acquiror Common Stock purchasable pursuant to such Exchanged Option shall be determined in accordance with the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the Code. Except as specifically provided above, following the Effective Time, each Exchanged Option shall be governed by the Acquiror Equity Incentive Plan, and shall have the same or substantially similar terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding former Company Option immediately prior to the Effective Time. As of the Effective Time, all Company Options will no longer be outstanding and each holder of Exchanged Options will cease to have any rights with respect to such Company Options, except as set forth in this Section 3.01(b)(iii) . For the avoidance of doubt, the shares of Acquiror Common Stock underlying the Exchanged Options that are converted from Company Options shall be included in, and shall not be in addition to, the total number of shares of Acquiror Common Stock constituting the Aggregate Closing Merger Consideration. At or prior to the Effective Time, the parties and their boards, as applicable, shall adopt any resolutions and take any actions in accordance with the Company Option Plan that are necessary to effectuate the treatment of the Company Options pursuant to this Section 3.01(b)(iii) .

 (v) Notwithstanding anything to the contrary set forth in this Agreement, (i) the portion of the Aggregate Closing Merger Consideration issuable to any holder of Company Securities pursuant to Section 3.01(b)(i) shall be calculated on an aggregate basis with respect to all shares of Company Common Stock, and (ii) after such aggregation, any fractional share of Acquiror Common Stock that would otherwise be issuable to such person following such aggregation shall be rounded up to the nearest whole share of Acquiror Common Stock.

 SECTION 3.02 Delivery of Shares .

 (a) On the Closing Date, Acquiror shall deposit, or shall cause to be deposited, with a bank or trust company that shall be designated by Acquiror and is satisfactory to the Company (the “ Exchange Agent ”), for the benefit of the Company Stockholders, for exchange in accordance with this Article III , the Aggregate Closing Merger Consideration (such shares of Acquiror Common Stock, and any dividends or distributions with respect thereto (pursuant to Section 3.02(c) ), being hereinafter referred to as the “ Exchange Fund ”). Upon the completion of such deposit and the due delivery of irrevocable instructions to the Exchange Agent to pay the Per Share Merger Consideration, Acquiror shall have no liability with respect to its obligation to deliver the Aggregate Closing Merger Consideration payable or deliverable by Acquiror pursuant to this Agreement. Acquiror shall direct the Exchange Agent pursuant to irrevocable instructions, to pay the Per Share Merger Consideration out of the Exchange Fund pursuant to the Allocation Schedule in accordance with this Agreement. Except as contemplated by Section 3.02(c) , the Exchange Fund shall not be used for any other purpose.

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 (b) As promptly as practicable following the Effective Time, Acquiror shall cause the Exchange Agent to mail to each holder of Company Common Stock entitled to receive the Per Share Merger Consideration pursuant to Section 3.01 : a letter of transmittal prior to the Closing, which shall be in a form reasonably acceptable to Acquiror and the Company (the “ Letter of Transmittal ”) and shall specify (i) that delivery shall be effected, and risk of loss and title to the shares of Company Common Stock (whether evidenced by a stock certificate (a “ Certificate ”) or held in book-entry form on the records of Shareworks (or any successor transfer agent or equity administration platform) (“ Book-Entry Shares ”)) shall pass, only upon proper delivery of the Certificate to the Exchange Agent or, in the case of Book-Entry Shares, confirmation of the transfer or cancellation of such Book-Entry Shares on the records of Shareworks (or any successor transfer agent or equity administration platform) (each, a “ Transfer Agent Cancellation ”); and (ii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares pursuant to the Letter of Transmittal. Within two (2) Business Days (but in no event prior to the Effective Time) after the surrender to the Exchange Agent of all Certificates held by such holder for cancellation or, in the case of Book-Entry Shares, a Transfer Agent Cancellation, together with a Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto and such other documents as may be required pursuant to such instructions, the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor, and the Surviving Corporation shall cause the Exchange Agent to deliver, the Per Share Merger Consideration with respect thereto in accordance with the provisions of Section 3.01 , and the Certificate or Book-Entry Shares so surrendered shall forthwith be cancelled. Until surrendered as contemplated by this Section 3.02 , each Certificate or Book-Entry Share entitled to receive the Per Share Merger Consideration in accordance with Section 3.01(b)(i) shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender the Per Share Merger Consideration that such holder is entitled to receive in accordance with the provisions of Section 3.01(b)(i) .

 (c) All shares of Acquiror Common Stock to be issued as the Per Share Merger Consideration shall be deemed issued and outstanding as of the Effective Time; provided, that no dividends or other distributions declared or made after the Effective Time with respect to the Acquiror Common Stock with a record date after the Effective Time shall be paid from the Exchange Fund to the holder of any unsurrendered Certificate or Book-Entry Shares with respect to the shares of Acquiror Common Stock represented thereby until the holder of such Certificate shall surrender such Certificate, or in the case of Book-Entry Shares, until a Transfer Agent Cancellation has been obtained, in accordance with Section 3.02(b) . Subject to the effect of escheat, Tax or other applicable Laws, following surrender of any such Certificate or Book-Entry Shares, Surviving Corporation shall pay or cause to be paid to the holder of the Certificates or Book-Entry Shares representing shares of Acquiror Common Stock issued in exchange therefor, without interest and subject to any applicable withholding Tax, (i) promptly, but in any event within five (5) Business Days of such surrender, the amount of dividends or other distributions with a record date after the Effective Time and theretofore paid with respect to such shares of Acquiror Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions, with a record date after the Effective Time but prior to surrender and a payment date occurring after surrender, payable with respect to such shares of Acquiror Common Stock.

 (d) The Per Share Merger Consideration payable upon conversion of the Company Securities in accordance with the terms of this Agreement shall be, upon payment of such Per Share Merger Consideration out of the Exchange Fund, deemed to have been paid and issued in full satisfaction of all rights pertaining to such Company Securities.

 (e) The Per Share Merger Consideration shall be equitably adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Acquiror Common Stock occurring on or after the date of this Agreement and prior to the Effective Time (but, for the avoidance of doubt, shall not be adjusted to reflect any change in the capitalization of the Company) to provide to the holders of Company Common Stock and the holders of Acquiror Common Stock the same economic effect as contemplated by this Agreement; provided, however , that this Section 3.02(e) shall not be construed to permit Acquiror, the Company or Merger Sub to take any action with respect to their respective securities that is prohibited by the terms and conditions of this Agreement; provided, further , that the conversion of Acquiror Class A Shares and Acquiror Class B Shares pursuant to the Domestication shall not be deemed a stock split, reverse stock split, stock dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change for purposes of this Section 3.02(e) .

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 (f) Any portion of the Exchange Fund that remains undistributed to the Company Stockholders for one year after the Closing Date shall be delivered to Acquiror, upon demand, and any Company Stockholders who have not theretofore complied with this Section 3.02 shall thereafter look only to Acquiror for the Per Share Merger Consideration. Any portion of the Exchange Fund remaining unclaimed by the applicable Company Stockholders as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any government entity shall, to the extent permitted by applicable law, become the property of Acquiror free and clear of any claims or interest of any person previously entitled thereto.

 (g) None of the Exchange Agent, Acquiror or the Surviving Corporation shall be liable to any Company Securityholder for any such Company Securities (or dividends or distributions with respect thereto) or cash delivered to a public official pursuant to any abandoned property, escheat or similar Law in accordance with Section 3.02 .

 (h) Each of the Exchange Agent, the Surviving Corporation, the Company, Acquiror, their respective Affiliates and any other applicable withholding agent shall be entitled to deduct and withhold (or to cause to be deducted and withheld) from the consideration otherwise payable (whether payable in Acquiror Common Stock, cash or otherwise) pursuant to this Agreement to a person such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code or any provision of state, local or foreign Tax Law. To the extent that amounts are so withheld and properly remitted to the appropriate Governmental Authority, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the person in respect of which such deduction and withholding was made. If Acquiror intends to withhold any Taxes from any amounts payable to holders of equity interests in the Company (other than with respect to any withholding) on amounts treated as compensation for applicable Tax purposes, or any withholding as a result of a failure to provide the certificate required pursuant to Section 7.22 or the forms required pursuant to Section 7.11(d) , Acquiror shall use reasonable commercial efforts to provide prior notice of such withholding to the Company as soon as reasonably practicable after it determines withholding is required, and the parties hereto shall use commercially reasonable efforts to consult and cooperate with the recipient party to attempt to reduce or eliminate any amounts that would otherwise be deducted or withheld pursuant to this Section 3.02(h) to the extent permitted by applicable Law.

 (i) If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate, the Per Share Merger Consideration that such holder is otherwise entitled to receive pursuant to, and in accordance with, the provisions of Section 3.01(b)(i) . For the avoidance of doubt, this Section 3.02(i) shall not apply to Book-Entry Shares, which shall be surrendered in accordance with Section 3.02(b) .

 SECTION 3.03 Stock Transfer Books . At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of Company Common Stock thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates or Book-Entry Shares representing Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Company Common Stock, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates presented to the Exchange Agent or Surviving Corporation for any reason, or any Book-Entry Shares for which a Transfer Agent Cancellation has been obtained, shall be converted into the Per Share Merger Consideration in accordance with the provisions of Section 3.01(b)(i) .

 SECTION 3.04 Payment of Expenses . On the Closing Date, upon consummation of the Merger and release of proceeds from the Trust Account, the Company Transaction Expenses and the Acquiror Transaction Expenses will be paid in accordance with Section 9.03 . Acquiror shall, not less than two (2) Business Days prior to the Closing Date, deliver to the Company a written statement setting forth Acquiror’s good faith calculation of (i) the aggregate amount of cash proceeds that will be required to satisfy any exercise of Redemption Rights, (ii) the estimated amount of Acquiror’s cash on hand, including in the Trust Account, as of the Closing, and (iii) the estimated amount of unpaid Acquiror Transaction Expenses as of the Closing (and include the corresponding invoices for such unpaid Acquiror Transaction Expenses). The Company shall, not less than two (2) Business Days prior to the Closing Date, deliver to the Acquiror a written statement setting forth the good faith estimate of the anticipated amount of the unpaid Company Transaction Expenses as of the Closing.

 23

 SECTION 3.05 Appraisal Rights .

 (a) Notwithstanding any provision of this Agreement to the contrary and to the extent available under the DGCL, shares of Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by stockholders of the Company who shall have neither (i) voted in favor of the Merger nor consented thereto in writing and (ii) who shall have demanded properly in writing appraisal for such Company Common Stock in accordance with Section 262 of the DGCL and otherwise complied with all of the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights shall not be converted into (such shares of Company Common Stock being referred to collectively as the “ Dissenting Shares ” until such time as such holder fails to perfect or otherwise waives, withdraws, or loses such holder’s appraisal rights under the DGCL with respect to such shares), and such stockholders shall have no right to receive, the Per Share Merger Consideration, unless and until such stockholder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal and payment under the DGCL, and shall instead represent the right to receive only such rights as are granted to such holder or beneficial owner by Section 262 of the DGCL.

 (b) Notwithstanding the provision of Section 3.05(a) , any stockholder of the Company who fails to perfect or who effectively withdraws or otherwise loses his, her or its rights to appraisal of such shares of Company Common Stock under Section 262 of the DGCL shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Per Share Merger Consideration, without any interest thereon, upon surrender, in the manner provided in Section 3.01(b)(i) , of the Certificate or Certificates that formerly evidenced such shares of Company Common Stock or, in the case of Book-Entry Shares, upon a Transfer Agent Cancellation.

 (c) Prior to the Closing, the Company shall give Acquiror (i) prompt notice (and in any event within two (2) Business Days) of any demands for appraisal received by the Company and any withdrawals of such demands, and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Acquiror (which consent shall not be unreasonably withheld), make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

 SECTION 3.06 Allocation Schedule .

 (a) No later than five (5) Business Days prior to the Closing Date, the Company shall deliver to Acquiror a schedule of the equity capitalization of the Company as of the Closing including, (i) the calculation of the Aggregate Closing Merger Consideration and the Per Share Merger Consideration, (ii) for each holder of Company Common Stock (after giving effect to the Company Security Conversion and the Company Warrant Event) (A) the name and email address of such holder, (B) the number and class or series (if applicable) of Company Common Stock held by such holder and (C) the portion of the Aggregate Closing Merger Consideration payable to such holder in respect of the Company Common Stock held by such holder, and (iii) for each holder of Company Options, (A) the name of such holder, (B) the number and class or series (if applicable) of Company Options held by such holder, and (C) the portion of the Aggregate Closing Merger Consideration that will be subject to each Exchanged Option, which shall be determined in accordance with Section 3.01(b)(iii) , in each case, prepared in good faith by the Company (the “ Allocation Schedule ”).

 (b) The Allocation Schedule and the calculations and determinations contained therein shall be prepared in accordance with the Company’s Organizational Documents, the DGCL and the applicable definitions and provisions contained in this Agreement. Each of Acquiror and Merger Sub shall be entitled to rely (without any duty of inquiry) upon the Allocation Schedule.

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 ARTICLE IV.
 REPRESENTATIONS AND WARRANTIES OF THE COMPANY

 Except as set forth in the Company’s disclosure schedules delivered by the Company in connection with this Agreement (the “ Company Disclosure Schedules ”), the Company hereby represents and warrants to Acquiror, as of the date hereof, as follows:

 SECTION 4.01 Organization and Qualification; Subsidiaries .

 (a) The Company is an entity duly organized, validly existing and in good standing under the Laws of the State of Delaware, and has the requisite corporate or other organizational power and authority and all necessary governmental approvals to own, lease and operate its properties and assets and to carry on its business as it is now being conducted. The Company is duly qualified or licensed as a foreign corporation or other organization to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except where such failures to be so qualified or licensed and in good standing would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and each of the Company’s Subsidiaries has offices located only at the addresses set forth on Schedule 4.01(a) of the Company Disclosure Schedules. Schedule 4.01(a) of the Company Disclosure Schedules sets forth a true, correct and complete list of all jurisdictions where the Company has qualified to do business as a foreign corporation.

 (b) A true, correct and complete list of all of the Company’s Subsidiaries, together with the jurisdiction of incorporation or organization of each Company Subsidiary and the percentage of the outstanding capital stock or other equity interests of each Company Subsidiary owned by the Company and each other Company Subsidiary, is set forth in Schedule 4.01(b) of the Company Disclosure Schedules. Each Company Subsidiary has been duly organized or formed, is validly existing and (where applicable) in good standing under the Laws of its jurisdiction of organization, and has the requisite organizational power and authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted. Each Company Subsidiary is duly qualified or licensed to do business and is in good standing in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except where such failures to be so qualified or licensed and in good standing would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as set forth in Schedule 4.01(b) of the Company Disclosure Schedules, the Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any other corporation, partnership, joint venture or business association or other entity.

 SECTION 4.02 Organizational Documents . The Company has, prior to the date of this Agreement, made available a complete and correct copy of the Company Organizational Documents and the Organizational Documents of each Company Subsidiary, each as amended to the date of this Agreement. Such Organizational Documents are in full force and effect. Neither the Company nor any Company Subsidiary is in default under or in violation of any of the provision of their respective Organizational Documents.

 SECTION 4.03 Capitalization .

 (a) As of the date hereof, the authorized capital stock of the Company consists of: (i) One-Hundred-Million (100,000,000) shares of Company Common Stock, of which 14,836,290 shares of Company Common Stock are issued and outstanding and are owned of record by the Company Stockholders set forth on Schedule 4.03(a)(i) of the Company Disclosure Schedules in the amounts set forth opposite their respective names; (ii) 19,525,420 shares of Series A Preferred Stock, of which 18,189,590 shares of Series A Preferred Stock are issued and outstanding and are owned of record by the Company Stockholders set forth on Schedule 4.03(a)(ii) of the Company Disclosure Schedules in the amounts set forth opposite their respective names; (iii) 2,655,329 shares of Series A-1 Preferred Stock, of which 2,655,329 shares of Series A-1 Preferred Stock are issued and outstanding and are owned of record by the Company Stockholders set forth on Schedule 4.03(a)(iii) of the Company Disclosure Schedules in the amounts set forth opposite their respective names; (iv) 13,000,000 shares of Series B Preferred Stock, of which 11,762,490 shares of Series B Preferred Stock are issued and outstanding and are owned of record by the Company Stockholders set forth on Schedule 4.03(a)(iv) of the Company Disclosure Schedules in the amounts set forth opposite their respective names; (v) no shares of Company Common Stock are held in the treasury of the Company, (vi)…

EX-10.1 · spacsphereacq_ex10-1.htm

EX-10.1
 3
 spacsphereacq_ex10-1.htm
 EXHIBIT 10.1

 Exhibit 10.1

 EXECUTION VERSION

 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL AND HAS BEEN MARKED WITH “[***]” TO INDICATE WHERE OMISSIONS HAVE BEEN MADE.

 STOCKHOLDER SUPPORT AGREEMENT

 This Stockholder Support Agreement (this “ Agreement ”) is dated as of May 29, 2026, by and among SPACSphere Acquisition Corp., a Cayman Islands exempted company incorporated with limited liability (“ Acquiror ”), the Persons set forth on Schedule I attached hereto (each, a “ Company Stockholder ” and, collectively, the “ Company Stockholders ”), which include all officers and directors of the Company and all Company Stockholders holding shares of the Company Common Stock and Company Preferred Stock having the right to vote generally in any election of directors of the Company Board, collectively representing at least five percent (5%) of the outstanding shares of Company Common Stock on an as-converted basis, and Mobilewalla Holdco, Inc., a Delaware corporation (the “ Company ”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined herein).

 RECITALS

 WHEREAS, as of the date hereof, the Company Stockholders are the holders of record and the “beneficial owners” (within the meaning of Rule 13d-3 under the Exchange Act) of such number of shares of Company Common Stock and/or Company Preferred Stock (collectively, the “ Company Capital Stock ”) as are indicated opposite each of their names on Schedule I attached hereto (all such shares of Company Capital Stock, together with any shares of Company Capital Stock or any other equity securities of the Company of which ownership of record or the power to vote (including, without limitation, by proxy or power of attorney) is hereafter acquired by any such Company Stockholder during the period from the date hereof through the Expiration Time (as defined below) applicable to such Company Stockholder, including by purchase, as a result of a share dividend, share split, recapitalization, combination, reclassification, exchange or change of such shares, or upon the grant, vesting or exercise of any outstanding equity award, or upon exercise or conversion of any other securities, are referred to herein as the “ Subject Shares ”); and

 WHEREAS, this Agreement is being executed and delivered contemporaneously with a Business Combination Agreement (as amended or modified from time to time, the “ Business Combination Agreement ”) entered into by Acquiror, SPACSphere Merger Sub Inc., a Delaware corporation and a direct wholly owned Subsidiary of Acquiror (“ Merger Sub ”), and the Company, pursuant to which, among others, Merger Sub will merge with and into the Company (the “ Merger ” and, together with the other transactions contemplated by the Business Combination Agreement, the “ Transactions ”), with the Company continuing as the surviving entity and as a wholly owned Subsidiary of Acquiror.

  

 AGREEMENT

 NOW, THEREFORE, in consideration of the foregoing and the mutual agreements contained herein, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

 ARTICLE I
 stockholder SUPPORT AGREEMENT; COVENANTS

 Section 1.1 Business Combination Agreement . Each Company Stockholder hereby acknowledges that it has received a copy of the Business Combination Agreement, has had the opportunity to consult with its tax and legal advisors and has consented to (and consents to) the Company’s entry into the Business Combination Agreement and the Transactions contemplated therein.

 Section 1.2 No Transfer . Except with the prior written consent of Acquiror and the Company (such consent not to be unreasonably withheld, conditioned or delayed), during the period commencing on the date hereof and ending on the Expiration Time, each Company Stockholder shall not, directly or indirectly, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option, right or warrant to purchase, or otherwise transfer (including by operation of Law), encumbrance, dispose of, or agree to transfer, encumbrance or dispose of, directly or indirectly, file (or participate in the filing of) a registration statement with the U.S. Securities and Exchange Commission (the “ SEC ”) (other than the Proxy Statement or the Registration Statement) or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, with respect to any right, title, or interest in the Subject Shares (including any right or power to vote to which the holder thereof may be entitled, whether such right or power is granted by proxy or otherwise), or the record or beneficial ownership thereof, (ii) deposit any Subject Share into a voting trust or enter into a voting agreement or any similar agreement, arrangement or understanding with respect to any Subject Share or grant any proxy except for this Agreement or as otherwise provided herein, consent or power of attorney with respect thereto (other than pursuant to this Agreement), (iii) enter into any swap, hedging or other arrangement which is designed to, or which would (either alone or in connection one or more developments or events) lead to or result in a Transfer of any Subject Shares or any of the economic consequences of ownership of any Subject Share, or (iv) commit or agree publicly announce any intention to take or effectuate any transaction specified in clause (i), (ii) or (iii) (clauses (i)-(iv) collectively, a “ Transfer ”); provided , however , that nothing herein shall prohibit a Transfer (A) to an Affiliate of a Company Stockholder, (B) in the case of a Company Stockholder who is an individual, (1) to any member of such Company Stockholder’s immediate family or to a trust for the benefit of such Company Stockholder or any member of such Company Stockholder’s immediate family, (2) by virtue of the laws of descent and distribution upon death of such Company Stockholder, or (3) pursuant to a qualified domestic relations order, or (C) to a charitable organization (each, a “ Permitted Transfer ”); provided , further , that any Permitted Transfer shall be permitted only if, as a precondition to such Transfer, the transferee also agrees in a writing, reasonably satisfactory in form and substance to Acquiror and the Company, to assume all of the obligations of such Company Stockholder under, and be bound by all of the terms of, this Agreement; provided , further , that any Transfer permitted under this Section 1.2 shall not relieve a Company Stockholder of its obligations under this Agreement. Any Transfer in violation of this Section 1.2 with respect to a Company Stockholder’s Subject Shares shall be null and void. Nothing in this Agreement shall prohibit direct or indirect transfers of equity or other interests in a Company Stockholder, so long as after such transfer the Company Stockholder or the surviving entity thereof remains to be bound by all of the terms of this Agreement.

 Section 1.3 New Shares . In the event that, during the period commencing on the date hereof and ending at the Expiration Time, (a) any Subject Shares are issued to a Company Stockholder after the date of this Agreement pursuant to any stock dividend, stock split, recapitalization, reclassification, combination or exchange of Subject Shares or otherwise, (b) a Company Stockholder purchases or otherwise acquires beneficial ownership of any Subject Shares or (c) a Company Stockholder acquires the right to vote or share in the voting of any Subject Shares (collectively the “ New Securities ”), then such New Securities acquired or purchased by such Company Stockholder shall be subject to the terms of this Agreement to the same extent as if they constituted the Subject Shares owned by such Company Stockholder as of the date hereof.

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 Section 1.4 Agreement to Vote . Hereafter until the Expiration Time, each Company Stockholder hereby unconditionally and irrevocably agrees that, at any meeting of the stockholders of the Company (or any adjournment or postponement thereof), and in any action by written consent of the stockholders of the Company requested by the Company Board or otherwise undertaken in connection with the Transactions (which written consent shall be delivered as promptly as reasonably practicable, and in any event within two (2) Business Days, following the date that the Registration Statement is declared effective by the SEC), such Company Stockholder shall, if a meeting is held, appear at the meeting, in person or by proxy, or otherwise cause its Subject Shares (to the extent such Subject Shares are entitled to vote or provide consent with respect to such matter) to be counted as present thereat for purposes of establishing a quorum, and such Company Stockholder shall vote or provide consent (or cause to be voted or consented), in person or by proxy, all of its Subject Shares (to the extent such Subject Shares are entitled to vote or provide consent with respect to such matter):

 (a) to approve and adopt the Business Combination Agreement and the Transactions;

 (b) vote or cause to be voted (including by class vote and/or written consent or resolution, if applicable) the Subject Shares in favor of granting the Company Stockholder Approval or, if there are insufficient votes in favor of granting the Company Stockholder Approval, in favor of the adjournment or postponement of such meeting of the stockholders of the Company to a later date;

 (c) in any other circumstances upon which a consent, waiver or other approval is required under the Company Organizational Documents or the Company Stockholder Agreements (as defined below) or otherwise sought with respect to the Business Combination Agreement or the Transactions, to vote, consent, waive or approve (or cause to be voted, consented, waived or approved) all of such Company Stockholder’s Subject Shares held at such time in favor thereof;

 (d) against and withhold consent with respect to any Alternative Transaction Proposal or other business combination transaction (other than the Business Combination Agreement and the Transactions);

 (e) against any proposal, action or agreement that would reasonably be expected to (A) impede, frustrate, prevent or nullify any provision of this Agreement, the Business Combination Agreement or the timely consummation of the Merger or the other Transactions, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of the Company under the Business Combination Agreement, (C) result in any of the conditions set forth in Article VIII of the Business Combination Agreement not being fulfilled or (D) result in a breach of any covenant, representation or warranty or other obligation or agreement of such Company Stockholder contained in this Agreement; and

 (f) to approve or authorize (or to vote against or withhold consent for, as applicable) any other matters necessary or reasonably requested by the Company or Acquiror for the consummation of the Transactions. Each Company Stockholder hereby agrees that it shall not commit or agree to take any action inconsistent with the foregoing; provided , however , that the obligations of the Company Stockholders specified in this Section 1.4 shall not apply, and no Company Stockholder shall be required to vote or act in accordance with clauses (a) through (e) above, from and after such time as the Company Board shall have effected a Change in Recommendation in accordance with the terms of the Business Combination Agreement.

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 Section 1.5 Proxy . Without limiting any other rights or remedies of Acquiror, in the event that any Company Stockholder fails to perform or otherwise comply with the covenants, agreements or obligations set forth in Section 1.4 , such Company Stockholder hereby irrevocably appoints the Company or any individual designated by the Company as such Company Stockholder’s agent, attorney-in-fact and proxy (with full power of substitution and re-substitution), for and in the name, place and stead of such Company Stockholder, to attend on behalf of such Company Stockholder any meeting of the Company Stockholders with respect to the matters described in Section 1.4 , to include its Subject Shares in any computation for purposes of establishing a quorum at any such meeting of the Company Stockholders, to vote (or cause to be voted) its Subject Shares or consent (or withhold consent) with respect to any of the matters described herein in connection with any meeting of the Company Stockholders or any action by written consent by the Company Stockholders (including the Written Consent). The proxy granted in this Section 1.5 shall expire upon the Expiration Time. The proxy granted by each Company Stockholder pursuant to this Section 1.5 is coupled with an interest sufficient in law to support an irrevocable proxy and is granted in consideration of Acquiror entering into the Business Combination Agreement and agreeing to consummate the transactions contemplated thereby. The proxy granted by each Company Stockholder pursuant to this Section 1.5 is a durable proxy and shall survive the bankruptcy, dissolution, death, incapacity or other inability to act by any such Company Stockholder and shall revoke any and all prior proxies granted by such Company Stockholder with respect to its Subject Shares. The vote or consent of the proxyholder in accordance with this Section 1.5 with respect to its obligations under this Agreement shall control in the event of any conflict between such vote or consent by the proxyholder of the Subject Shares and a vote or consent by the Company Stockholder of the Subject Shares (or any other Person with the power to vote or provide consent with respect to the Subject Shares) with respect to the matters described in Section 1.4 . The proxyholder may not exercise the proxy granted pursuant to this Section 1.5 on any matter except for those matters set forth in Section 1.4 .

 Section 1.6 No Challenges . Each Company Stockholder agrees not to commence, join in, facilitate, assist or encourage, and agrees to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Acquiror, Merger Sub, the Company or any of their respective successors or directors or officers challenging the validity of, or seeking to enjoin or delay the operation of, any provision of this Agreement or the Business Combination Agreement; provided , that nothing in this Section 1.5 shall limit or restrict any Company Stockholder from bringing any claim for actual fraud or willful and material breach of the Business Combination Agreement.

 Section 1.7 No Other Consideration . Each Company Stockholder agrees to accept the delivery of the Per Share Merger Consideration to such Company Stockholder at the Closing in accordance with the terms of the Business Combination Agreement, and agrees that once such Per Share Merger Consideration is delivered to such Company Stockholder, no other consideration may be claimed by such Company Stockholder in respect of such Company Stockholder’s equity in the Company immediately prior to Closing except as otherwise expressly provided in the Business Combination Agreement and any Ancillary Agreement.

 Section 1.8 Closing Date Deliverables .

 (a) Each Company Stockholder party hereto will deliver, prior to the Closing, a duly executed counterpart to the Lock-Up Agreement in the form and substance thereof to be agreed by Acquiror and the Company prior to Closing, acting commercially reasonably, in accordance with the Business Combination Agreement, to be effective as of the Closing.

 (b) Each Company Stockholder listed on Schedule II hereto will deliver, prior to the Closing, a duly executed counterpart to the Registration Rights Agreement (in form and substance thereof to be agreed by Acquiror and the Company prior to Closing, acting commercially reasonably) in accordance with the Business Combination Agreement, to be effective as of the Closing.

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 Section 1.9 Waiver of Appraisal Rights . Each Company Stockholder hereby agrees not to assert, exercise or perfect, directly or indirectly, and irrevocably and unconditionally waives, any appraisal rights (including under Section 262 of the Delaware General Corporation Law) with respect to the Merger and any rights to dissent with respect to the Transactions, including the Merger.

 Section 1.10 Further Assurances . Each Company Stockholder shall execute and deliver, or cause to be delivered, such additional documents, and take, or cause to be taken, all such further actions and do, or cause to be done, all things reasonably necessary (including under applicable Laws), or reasonably requested by Acquiror or the Company, to effect the actions and consummate the Merger and the other transactions contemplated by this Agreement and the Business Combination Agreement, in each case, on the terms and subject to the conditions set forth therein and herein, as applicable.

 Section 1.11 No Inconsistent Agreement . Except for the Company Stockholder Agreements or any other letter or agreement to be terminated in accordance with Section 1.13 , each Company Stockholder hereby represents and covenants that such Company Stockholder (i) has full voting power, full power of disposition and full power to issue instructions with respect to the matters set forth herein whether by ownership or by proxy, in each case, with respect to such Stockholder’s Subject Shares, (ii) has not entered into, and shall not enter into, any voting agreement, voting trust or other agreement, and has no knowledge and is not aware of any such voting agreement or voting trust in effect, with respect to any of such Company Stockholder’s Subject Shares that is inconsistent with such Company Stockholder’s obligations pursuant to this Agreement or any agreement or amendment of an existing agreement that would, or would reasonably be expected to, restrict, limit or interfere with the performance of such Company Stockholder’s obligations hereunder, and (iii) has not granted, and shall not grant, a proxy, power of attorney or similar right with respect to any of such Company Stockholder’s Subject Shares that is inconsistent with such Company Stockholder’s obligations pursuant to this Agreement, and has no knowledge and is not aware of any such proxy or power of attorney in effect, and (iv) has not entered into any agreement or undertaking that is otherwise inconsistent with, or would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement, and has no knowledge and is not aware of any such agreement or undertaking.

 Section 1.12 Consent to Disclosure . Each Company Stockholder hereby consents to the publication and disclosure in the Proxy Statement and the Registration Statement (and, as and to the extent otherwise required by applicable securities Laws or the SEC or any other securities authorities, any other documents or communications provided by Acquiror or the Company to any Governmental Authority or to securityholders of Acquiror) of such Company Stockholder’s identity and beneficial ownership of Subject Shares and the nature of such Company Stockholder’s commitments, arrangements and understandings under and relating to this Agreement and, if deemed appropriate by Acquiror or the Company, a copy of this Agreement, in all cases only to the extent required by applicable Law or order from the SEC or any other securities authorities, and after providing the relevant Company Stockholder reasonable opportunity to defend any requirement to disclose information which would cause such Company Stockholder to be in breach of any confidentiality obligations applicable to it. Each Company Stockholder will promptly provide any information reasonably requested by Acquiror or the Company for any regulatory application or filing made or approval sought in connection with the Transactions (including filings with the SEC).

 Section 1.13
 Termination of Company Stockholder Agreements, Related Agreements . Each of the Company Stockholders, by this Agreement with respect
to its Subject Shares, severally and not jointly, and the Company hereby agrees that, the Company Stockholders and the Company shall
use their reasonably best efforts to terminate the following agreements prior to and subject to the Closing and effective immediately
prior to the Effective Time: (a) the agreements as set forth in Section 4.03(b)(iii), the registration rights contained in the Avenue
Warrants and the investment right contained in the supplement to the to the Avenue Loan and Security Agreement as set forth in Section
4.03(d) of the Company Disclosure Schedules to the Business Combination Agreement (each, as amended, restated, supplemented or otherwise
modified from time to time, the “Company Stockholder Agreements”); and (b) any rights under any letter or agreement providing
for redemption rights, put rights, purchase rights, rights of first refusal, preemptive rights, subscription rights, registration rights,
information rights, rights to consult with and advise management, inspection rights, Company Board nomination or observer rights or rights
to receive information delivered to the Company Board or other similar rights (other than such rights set forth in (x) the Company’s
Governing Documents and (y) the Company Stockholder Agreements) (clauses (a) and (b), collectively, the “Terminating Rights”)
between such Company Stockholder and the Company or any Subsidiary thereof (but excluding, (i) for the avoidance of doubt, any rights
such Company Stockholder may have that relate to any commercial or employment agreements or arrangements between such Company Stockholder
and the Company or any Subsidiary thereof, which shall survive the Closing in accordance with their terms, and (ii) any indemnification,
advancement of expenses and exculpation rights of any Company Stockholder or any of its Affiliates set forth in the foregoing documents,
which shall survive the Closing in accordance with their terms).

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 ARTICLE II
 REPRESENTATIONS AND WARRANTIES

 Section 2.1 Representations and Warranties of the Company Stockholders . Each Company Stockholder represents and warrants as of the date hereof to Acquiror and the Company (solely with respect to itself, himself or herself and not with respect to any other Company Stockholder) as follows:

 (a) Organization; Due Authorization . If such Company Stockholder is not an individual, it is duly organized, validly existing and in good standing (or the equivalent thereof) under the Laws of the jurisdiction in which it is incorporated, formed, organized or constituted, and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby are within such Company Stockholder’s corporate, limited liability company or organizational powers and have been duly authorized by all necessary corporate, limited liability company or organizational actions on the part of such Company Stockholder. If such Company Stockholder is an individual, such Company Stockholder has full legal capacity, right and authority to execute and deliver this Agreement and to perform his or her obligations hereunder. This Agreement has been duly executed and delivered by such Company Stockholder and, assuming due authorization, execution and delivery by the other parties to this Agreement, this Agreement constitutes a legally valid and binding obligation of such Company Stockholder, enforceable against such Company Stockholder in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies). If this Agreement is being executed in a representative or fiduciary capacity, the Person signing this Agreement has full power and authority to enter into this Agreement on behalf of the applicable Company Stockholder.

 (b) Ownership . Such Company Stockholder is the record and beneficial owner (as defined in the Securities Act) of, and has good, valid and marketable title to, all of such Company Stockholder’s Subject Shares, and there exist no Liens or any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such Subject Shares (other than transfer restrictions under the Securities Act)) affecting any such Subject Shares, other than Liens pursuant to (i) this Agreement, (ii) the Company Organizational Documents, (iii) the Business Combination Agreement, (iv) the Company Stockholder Agreements or (v) any applicable securities Laws. Such Company Stockholder’s Subject Shares are the only equity securities in the Company owned of record or beneficially by such Company Stockholder on the date of this Agreement, and none of such Company Stockholder’s Subject Shares are subject to any proxy, voting trust or other agreement or arrangement with respect to the voting of such Subject Shares, except as provided hereunder and under the Company Stockholder Agreements. Other than the Company Warrants and any Company Options set forth opposite such Company Stockholder’s name on Schedule I , such Company Stockholder does not hold or own any rights to acquire (directly or indirectly) any equity securities of the Company or any securities convertible into, or which can be exchanged for, equity securities of the Company.

 (c) No Consent . No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Authority is required on the part of the Company Stockholder with respect to the Company Stockholder’s execution, delivery or performance of its covenants, agreements or obligations under this Agreement (including, for the avoidance of doubt, those covenants, agreements and obligations under this Agreement that relate to the provisions of the Business Combination Agreement) or the consummation of the transactions contemplated hereby, except for any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not adversely affect the ability of the Company Stockholder to perform, or otherwise comply with, any of its covenants, agreements or obligations hereunder in any material respect, or which have already been obtained in advance of the Company Stockholder’s entry into this Agreement.

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 (d) No Conflicts . The execution and delivery of this Agreement by such Company Stockholder does not, and the performance by such Company Stockholder of his, her or its obligations hereunder will not, (i) if such Company Stockholder is not an individual, conflict with or result in a violation of the Organizational Documents of such Company Stockholder, (ii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or a default under, the loss of any benefit under, the creation, modification or acceleration of any obligations under any Contract binding upon such Company Stockholder or, assuming (solely with respect to performance of this Agreement and the transactions contemplated hereby) compliance with the matters referred to in Section 2.1(c) , under any applicable Law to which such Company Stockholder or any of its properties or assets is subject, (iii) any change in the rights or obligations of any party under any Contract legally binding upon such Company Stockholder, or (iv) other than the restrictions contemplated by this Agreement, result in the creation of any Lien upon the Subject Shares, except, in the case of clause (ii) or (iii) directly above, for any such breach, violation, termination, default, creation, acceleration or change that would not, individually or in the aggregate, reasonably be expected to prevent or materially delay or impair such Company Stockholder’s ability to perform, or otherwise comply with, any of its covenants, agreements or obligations hereunder or to consummate the transactions contemplated hereby, the consummation of the Merger or the other transactions contemplated by the Business Combination Agreement.

 (e) Litigation . There are no Actions pending against such Company Stockholder, or to the knowledge of such Company Stockholder threatened against such Company Stockholder, before (or, in the case of threatened Actions, that would be before) any arbitrator or any Governmental Authority, which in any manner challenges or seeks to prevent, enjoin or materially delay the performance by such Company Stockholder of its, his or her obligations under this Agreement.

 (f) Adequate Information . Such Company Stockholder is a sophisticated stockholder and has adequate information concerning the business and financial condition of Acquiror and the Company to make an informed decision regarding this Agreement and the Transactions and has independently and without reliance upon Acquiror or the Company and based on such information as such Company Stockholder has deemed appropriate, made its own analysis and decision to enter into this Agreement. Such Company Stockholder acknowledges that Acquiror and the Company have not made and do not make any representation or warranty, whether express or implied, of any kind or character except as expressly set forth in this Agreement and the Business Combination Agreement. Such Company Stockholder acknowledges that the agreements contained herein with respect to the Subject Shares held by such Company Stockholder are irrevocable.

 (g) Brokerage Fees . No broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated by the Business Combination Agreement based upon arrangements made by such Company Stockholder in his, her or its capacity as a stockholder or, to the knowledge of such Company Stockholder, on behalf of such Company Stockholder in his, her or its capacity as a stockholder, for which the Company or any of its Affiliates may become liable.

 (h) Acknowledgment . Such Company Stockholder understands and acknowledges that each of Acquiror and the Company is entering into the Business Combination Agreement in reliance upon such Company Stockholder’s execution and delivery of this Agreement, and the representations, warranties, covenants and other agreements of such Company Stockholder contained herein.

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 ARTICLE III
 MISCELLANEOUS

 Section 3.1 Termination . This Agreement and all of its provisions shall terminate and be of no further force or effect upon the earliest to occur of (a) the Effective Time, (b) such date and time as the Business Combination Agreement shall be terminated in accordance with Section 9.01 thereof, (c) the Business Combination Deadline (as defined in the Business Combination Agreement) if the Closing has not occurred on or prior to such date, and (d) as to each Company Stockholder, upon the written agreement of Acquiror, the Company and such Company Stockholder (the earliest of clauses (a) through (d), the “ Expiration Time ”). Upon such termination of this Agreement, all obligations of the parties under this Agreement will terminate, without any liability or other obligation on the part of any party hereto to any Person in respect hereof or the transactions contemplated hereby, and no party hereto shall have any claim against another (and no person shall have any rights against such party), whether under contract, tort or otherwise, with respect to the subject matter hereof; provided , however , that the termination of this Agreement shall not relieve any party hereto from liability arising in respect of any willful and material breach of this Agreement prior to such termination; provided , further , that this ARTICLE III shall survive the termination of this Agreement.

 Section 3.2 Governing Law . This Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware, without regard to any conflict of law rule or principle that would result in the application of any Laws other than the Laws of the State of Delaware.

 Section 3.3 Jurisdiction; Waiver of Jury Trial .

 (a) Except as specifically set forth in Section 3.5 , all Actions arising out of or relating to this Agreement shall be heard and determined exclusively in the Court of Chancery of the State of Delaware or, if such court declines to exercise jurisdiction or if subject matter jurisdiction over the matter that is the subject of any such legal action or proceeding is vested exclusively in the U.S. federal courts, any federal or state court located in the State of Delaware. The parties hereto hereby (a) irrevocably submit to the exclusive jurisdiction of the aforesaid courts for themselves and with respect to their respective properties for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto, and (b) agree not to commence any Action relating thereto except in the courts described above in Delaware, other than Actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described herein. Each of the parties to this Agreement further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties to this Agreement hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Action arising out of or relating to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the courts in Delaware as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) that (i) the Action in any such court is brought in an inconvenient forum, (ii) the venue of such Action is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

 (b) EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS. EACH OF THE PARTIES HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 3.3(b) .

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 Section 3.4 Assignment . This Agreement and all of the provisions hereof will be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and permitted assigns. Neither this Agreement nor any of the rights, interests or obligations hereunder will be assigned (including by operation of law) without the prior written consent of the parties hereto.

 Section 3.5 Enforcement . The parties hereto agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur if any provision of this Agreement were not performed in accordance with the terms hereof, and, accordingly, that the parties hereto shall be entitled to an injunction or injunctions, specific performance or other equitable relief to prevent breaches of this Agreement, including, without limitation, mandatory injunctions, or to enforce specifically the performance of the terms and provisions hereof in accordance with the provisions of this Section 3.5 without proof of actual damages or otherwise, in addition to any other remedy to which they are entitled at law or in equity to which they are entitled under this Agreement, prior to the valid termination of this Agreement in accordance with Section 3.1 , and (b) the right of specific enforcement and injunctive relief (including mandatory injunctions) is an integral part of the transactions contemplated by this Agreement and without that right, none of the parties would have entered into this Agreement. Each of the parties hereby further waives (a) any defense in any action for specific performance that a remedy at law would be adequate and (b) any requirement under any Law to post security or a bond as a prerequisite to obtaining equitable relief.

 Section 3.6 Amendment; Waiver . This Agreement may not be amended, changed, supplemented, waived or otherwise modified or terminated, except upon the execution and delivery of a written agreement executed by Acquiror, the Company and the Company Stockholders. No failure or delay by any party hereto exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies of the parties hereto hereunder are cumulative and are not exclusive of any rights or remedies which they would otherwise have hereunder.

 Section 3.7 Severability . If any term or other provision of this Agreement is invalid, illegal, or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the Transactions is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the Transactions be consummated as originally contemplated to the fullest extent possible.

 Section 3.8 Notices . All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given) (i) when delivered in person, (ii) when delivered by email during normal business hours (and otherwise as of the immediately following Business Day), (iii) when delivered after posting in the United States mail having been sent registered or certified mail (postage prepaid, return receipt requested) or (iv) when delivered by FedEx or other nationally recognized overnight delivery service, to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 3.8 ):

 If to Acquiror :

 SPACSphere Acquisition Corp.
8795 Folsom Blvd
Sacramento, California 95826
Attention: Bala Padmakumar
Email: [***]

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 with a copy to (which will not constitute notice):

 Norton Rose Fulbright US LLP
1550 Lamar, Suite 2000
Houston, TX 77010
Attention: Amelia Zhang, Esq.; Lee McIntyre, Esq.
Email: [***]

 If to the Company :

 Mobilewalla Holdco, Inc.
5170 Peachtree Rd, Bldg. 100, STE 100
Atlanta, GA 30341
Attention: Jay D. Clark
Email: [***]

 with a copy to (which shall not constitute notice):

 Lucosky Brookman LLP
101 Wood Avenue South, 5th Floor, Woodbridge, NJ 08830

 Attention: Peter Campitiello, Esq.
E-mail: [***]

 If to a Company Stockholder :

 To such Company Stockholder’s address (including email) set forth in the Company’s books and records;

 Section 3.9 Counterparts . This Agreement may be executed and delivered (including by facsimile, electronic signature or portable document format (pdf) transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

 Section 3.10 Entire Agreement . This Agreement and the agreements referenced herein constitute the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and supersede all prior understandings, agreements or representations by or among the parties hereto to the extent they relate in any way to the subject matter hereof.

 Section 3.11 Interpretation and Construction . The words “hereof,” “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The descriptive headings used herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement. References to Sections are to Sections of this Agreement unless otherwise specified. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. The definitions contained in this Agreement are applicable to the masculine as well as to the feminine and neuter genders of such term. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation,” whether or not they are in fact followed by those words or words of like import. “Writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any statute shall be deemed to refer to such statute and to any rules or regulations promulgated thereunder. References to any person include the successors and permitted assigns of that person. References from or through any date mean, unless otherwise specified, from and including such date or through and including such date, respectively. In the event an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

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 Section 3.12 No Ownership Interest . Nothing contained in this Agreement shall be deemed to vest in any other party, any direct or indirect ownership or incidence of ownership of or with respect to the Company Stockholder’s shares of Company Common Stock or Company Preferred Stock. All rights, ownership and economic benefits of and relating to the Company Stockholder’s Company Common Stock or Company Preferred Stock shall remain vested in and belong to the Company Stockholder, and no other party shall have any authority to direct the Company Stockholders in the voting or disposition of any of the Company Common Stock or Company Preferred Stock except as otherwise provided herein.

 Section 3.13 Stockholder Capacity . Each Company Stockholder signs this Agreement solely in such Company Stockholder’s capacity as a holder of Subject Shares, and not in any other capacity (including, without limitation, in such Company Stockholder’s capacity as a director or officer of the Company). Nothing herein shall be deemed to limit or restrict a director or officer of the Company from taking or not taking any action in his or her capacity as a director or officer of the Company, including exercising rights under the Business Combination Agreement to the extent permitted thereunder.

 Section 3.14 Several and Not Joint Obligations . The representations, warranties, covenants, agreements, obligations and liability of the Company Stockholders party to this Agreement shall be several, and not joint. Notwithstanding any other provision of this Agreement, in no event will any Company Stockholder be liable for any other Person’s breach of such other Person’s representations, warranties, covenants, or agreements contained in this Agreement, the Business Combination Agreement or any Ancillary Agreement.

 [THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK]

 11

  

 IN WITNESS WHEREOF, the Company Stockholders, Acquiror, and the Company have each caused this Stockholder Support Agreement to be duly executed as of the date first written above.

 COMPANY:

 MOBILEWALLA HOLDCO, INC.

 By:
 /s/Anindya Datta

 Name:
 Anindya Datta

 Title:
 Chief Executive Officer

 COMPANY STOCKHOLDERS:

 /s/Anindya Datta

 Anindya Datta, individually

 /s/Jay D. Clark

 Jay D. Clark, individually

 GCP CAPITAL PARTNERS IV, L.P.

 By: GCP Managing Partner IV, L.P., its general partner

 By: GCP Managing Partner IV GP, LLC, its general partner

 By:
 /s/ Boris M. Gutin

 Name:
 Boris M. Gutin

 Title:
 Managing Director

 GCP CAPITAL PARTNERS (CAYMAN) IV, L.P.

 By: GCP Managing Partner IV, L.P., its general partner

 By: GCP Managing Partner IV GP, LLC, its general partner

 By:
 /s/ Boris M. Gutin

 Name:
 Boris M. Gutin

 Title:
 Managing Director

 [Signature Page
to Stockholder Support Agreement]

 12

  

 MADRONA VENTURE FUND V, LP

 By: Madrona Investment Partners V, L.P., its general partner

 By: Madrona V General Partner, LLC, its general partner

 By:
 /s/ Scott Jacobson

 Name:
 Scott Jacobson

 Title:
 Managing Director

 Shares Held:
 13,351,176 shares of Series A Preferred Stock (73.40% of class)

 2,718,433 shares of Series B Preferred Stock (23.11% of class)

 MADRONA VENTURE FUND V-A, LP

 By: Madrona Investment Partners V, L.P., its general partner

 By: Madrona V General Partner, LLC, its general partner

 By:
 /s/ Scott Jacobson

 Name:
 Scott Jacobson

 Title:
 Managing Director

 Shares Held:
 513,553 shares of Series A Preferred Stock (2.82% of class)

 104,565 shares of Series B Preferred Stock (0.89% of class)

 [Signature
Page to Stockholder Support Agreement]

 13

  

 ACQUIROR:

 SPACSPHERE ACQUISITION CORP.

 By:
 /s/ Bala Padmakumar

 Name:
 Bala Padmakumar

 Title:
 Chief Executive Officer

 [Signature
Page to Stockholder Support Agreement]

 14

  

 SCHEDULE I

 COMPANY STOCKHOLDER SUBJECT SHARES

 Holder
 Shares of

Common Stock
 Shares of Series A

 Preferred Stock
 Shares of Series A-1

 Preferred Stock
 Shares of Series B

 Preferred Stock
 Company Warrants

 (Common Stock)
 Company Warrants
(Series B Preferred)
 Company

Options

 Anindya Datta
 5,932,396
 337,474
 0
 0
 0
 0
 11,402,495

 Jay D. Clark
 1,594,270
 0
 0
 0
 0
 0
 1,329,270

 GCP CAPITAL PARTNERS IV, L.P.
 0
 0
 0
 7,850,638
 0
 0
 0

 GCP CAPITAL PARTNERS (CAYMAN) IV, L.P.
 0
 0
 0
 147,855
 0
 0
 0

 MADRONA VENTURE FUND V, LP
 0
 13,351,176
 0
 2,718,433
 0
 0
 0

 MADRONA VENTURE FUND V-A, LP
 0
 513,553
 0
 104,565
 0
 0
 0

 [Schedule I to Stockholder Support Agreement]

 Sch. I- 1

  

 SCHEDULE II

 COMPANY STOCKHOLDER SIGNATORIES TO REGISTRATION RIGHTS AGREEMENT

 1.
 Anindya Datta

 2.
 Jay D. Clark

 3.
 GCP CAPITAL PARTNERS IV, L.P.

 4.
 GCP CAPITAL PARTNERS (CAYMAN) IV, L.P.

 5.
 MADRONA VENTURE FUND V, LP

 6.
 MADRONA VENTURE FUND V-A, LP

 [Schedule II to Stockholder Support Agreement]

 Sch. II- 1

EX-10.2 · spacsphereacq_ex10-2.htm

EX-10.2
 4
 spacsphereacq_ex10-2.htm
 EXHIBIT 10.2

 Exhibit 10.2

 EXECUTION VERSION

 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL AND HAS BEEN MARKED WITH “[***]” TO INDICATE WHERE OMISSIONS HAVE BEEN MADE.

 SPONSOR SUPPORT AGREEMENT

 This Sponsor Support Agreement (this “ Agreement ”) is dated as of May 29, 2026, by and among SPACSphere Sponsor LLC, a Delaware limited liability company (the “ Sponsor ”), SPACSphere Acquisition Corp., a Cayman Islands exempted company incorporated with limited liability (“ Acquiror ”), and Mobilewalla Holdco, Inc., a Delaware corporation (the “ Company ”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined herein).

 RECITALS

 WHEREAS, as of the date hereof, the Sponsor is the holder of record and the “beneficial owner” (within the meaning of Rule 13d-3 under the Exchange Act) of 5,250,000 Acquiror Class B Shares and 229,465 Acquiror Units acquired by the Sponsor in a private placement simultaneously with the consummation of Acquiror’s initial public offering (each Acquiror Unit consisting of (a) one Acquiror Class A Shares, (b) one-half of one Existing Acquiror Private Placement Warrants and (c) one Acquiror Right);

 WHEREAS, contemporaneously with the execution and delivery of this Agreement, Acquiror, SPACSphere Merger Sub Inc., a Delaware corporation and a direct wholly owned Subsidiary of Acquiror (“ Merger Sub ”), and the Company entered into a Business Combination Agreement (as amended or modified from time to time, the “ Business Combination Agreement ”), pursuant to which, prior to the consummation of the Transactions, Acquiror will transfer by way of continuation to and domesticate as a Delaware corporation (the “ Domestication ”) in accordance with Section 388 of the DGCL and Part XII of the CLCI, and, on the Closing Date, Merger Sub will merge with and into the Company (the “ Merger ” and, together with the Domestication and other transactions contemplated by the Business Combination Agreement, the “ Transactions ”), with the Company continuing as the surviving entity and as a wholly owned Subsidiary of Acquiror; and

 WHEREAS, in accordance with applicable Law, pursuant to and by virtue of the Domestication at the effective time of the Domestication and without any action on the part of any Acquiror Shareholder, (a) each then issued and outstanding Acquiror Class A Share (including those shares issued in connection with the Class B Conversion), shall convert automatically, on a one-for-one basis, into a share of Acquiror Common Stock; and (b) each then issued and outstanding Acquiror Right shall convert into one-fifth of one share of Acquiror Common Stock at the Effective Time (all such Acquiror Common Stock, together with any Acquiror Common Stock or any other equity securities of Acquiror of which ownership of record or the power to vote (including, without limitation, by proxy or power of attorney) is hereafter acquired by the Sponsor during the period from the date hereof through the Expiration Time (as defined below), including by purchase, as a result of a share dividend, share split, recapitalization, combination, reclassification, exchange or change of such securities, or upon the grant, vesting or exercise of any outstanding equity award, or upon exercise or conversion of any other securities, are referred to herein as the “ Subject Shares ”).

 AGREEMENT

 NOW, THEREFORE, in consideration of the foregoing and the mutual agreements contained herein, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

 ARTICLE I
 SPONSOR SUPPORT AGREEMENT; COVENANTS

 Section 1.1 Business Combination Agreement . The Sponsor hereby acknowledges that it has received a copy of the Business Combination Agreement and has had the opportunity to consult with its tax and legal advisors.

 Section 1.2 No Transfer . Except with the prior written consent of the Company and Acquiror (such consent not to be unreasonably withheld, conditioned or delayed), during the period commencing on the date hereof and ending on the Expiration Time, the Sponsor shall not, directly or indirectly, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option, right or warrant to purchase, or otherwise transfer (including by operation of Law), encumbrance, dispose of, or agree to transfer, encumbrance or dispose of, directly or indirectly, file (or participate in the filing of) a registration statement with the U.S. Securities and Exchange Commission (the “ SEC ”) (other than the Proxy Statement or Registration Statement) or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, with respect to any right, title, or interest in the Subject Shares (including any right or power to vote to which the holder thereof may be entitled, whether such right or power is granted by proxy or otherwise), or the record or beneficial ownership thereof, (ii) deposit any Subject Shares into a voting trust or enter into a voting agreement or any similar agreement, arrangement or understanding with respect to any Subject Shares or grant any proxy (except for this Agreement or as otherwise provided herein), consent or power of attorney with respect thereto (other than pursuant to this Agreement), (iii) enter into any swap, hedging or other arrangement which is designed to, or which would (either alone or in connection one or more developments or events) lead to or result in a Transfer of any Subject Shares or any of the economic consequences of ownership of any Subject Shares, or (iv) commit or agree publicly announce any intention to take or effectuate any transaction specified in clause (i), (ii) or (iii) (clauses (i)-(iv) collectively, a “ Transfer ”); provided , however , that nothing herein shall prohibit (x) any Transfer to Acquiror’s officers or directors, any Affiliates or family members of Acquiror’s officers or directors, any members of the Sponsor, or any affiliates of the Sponsor, or (y) any Transfer in connection with the Company Financing, a private placement of Acquiror Common Shares, Acquiror Common Stock or other securities of Acquiror or the financing of the Transactions (each, a “ Permitted Transfer ”); provided , further , that any Permitted Transfer shall be permitted only if, as a precondition to such Transfer, the transferee also agrees in a writing, reasonably satisfactory in form and substance to the Company and Acquiror, to assume all of the obligations of the Sponsor under, and be bound by all of the terms of, this Agreement; provided , further , that any Transfer permitted under this Section 1.2 shall not relieve the Sponsor of its obligations under this Agreement. Any Transfer in violation of this Section 1.2 with respect to the Sponsor’s Subject Shares shall be null and void. Nothing in this Agreement shall prohibit direct or indirect transfers of equity or other interests in the Sponsor, so long as after such transfer the Sponsor or the surviving entity thereof remains to be bound by all of the terms of this Agreement. Notwithstanding the provisions set forth in Section 1.2 or elsewhere in this Agreement, to the extent applicable, no (i) exercise or settlement of any of the Existing Acquiror Warrants or the Acquiror Rights of the Sponsor in exchange for Acquiror Common Shares or Acquiror Common Stock, as applicable, nor (ii) cashless exercise of Existing Acquiror Warrants shall be deemed a Transfer for purposes of this Section 1.2 , and the actions described in the foregoing clauses (i) and (ii) are, hereby, expressly permitted under the terms of this Agreement.

 Section 1.3 New Shares . In the event that, during the period commencing on the date hereof and ending at the Expiration Time, (a) any Subject Shares are issued to the Sponsor after the date of this Agreement pursuant to any stock dividend, stock split, recapitalization, reclassification, combination or exchange of Subject Shares or otherwise, (b) the Sponsor purchases or otherwise acquires beneficial ownership of any Subject Shares or (c) the Sponsor acquires the right to vote or share in the voting of any Subject Shares (collectively the “ New Securities ”), then such New Securities acquired or purchased by the Sponsor shall be subject to the terms of this Agreement to the same extent as if they constituted the Subject Shares owned by the Sponsor as of the date hereof.

 2

 Section 1.4 Agreement to Vote . Hereafter until the Expiration Time, the Sponsor hereby unconditionally and irrevocably agrees that, at any meeting of the Acquiror Shareholders (or any adjournment or postponement thereof), and in any action by written consent of the Acquiror Shareholders requested by the Acquiror Board or otherwise undertaken in connection with the Transactions, the Sponsor shall appear at the meeting, in person or by proxy, or otherwise cause its Subject Shares (to the extent such Subject Shares are entitled to vote or provide consent with respect to such matter) to be counted as present thereat for purposes of establishing a quorum, and the Sponsor shall vote or provide consent (or cause to be voted or consented), in person or by proxy, all of its Subject Shares (to the extent such Subject Shares are entitled to vote or provide consent with respect to such matter):

 (a) in favor of each of the Acquiror Proposals, including, without limitation, the approval and adoption of the Business Combination Agreement, the Domestication and the Transactions;

 (b) in any other circumstances upon which a consent, waiver or other approval is required under Acquiror’s Organizational Documents or otherwise sought with respect to the Business Combination Agreement or the Transactions, in favor of such vote, consent, waiver or approval (or cause to be voted, consented, waived or approved with respect thereto);

 (c) against any Business Combination Proposal or other business combination transaction (other than the Business Combination Agreement and the Transactions);

 (d) against any proposal, action or agreement that would reasonably be expected to (A) impede, frustrate, prevent or nullify any provision of this Agreement, the Business Combination Agreement or the timely consummation of the Domestication, the Merger or the other Transactions, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of Acquiror or Merger Sub under the Business Combination Agreement, (C) result in any of the conditions set forth in Article VIII of the Business Combination Agreement not being fulfilled or (D) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Sponsor contained in this Agreement; and

 (e) to approve or authorize (or to vote against or withhold consent for, as applicable) any other matters necessary or reasonably requested by the Company or Acquiror for the consummation of the Transactions.

 The Sponsor hereby agrees that it shall not commit or agree to take any action inconsistent with the foregoing; provided, however, that the obligations of the Sponsor specified in this Section 1.4 shall not apply, and the Sponsor shall not be required to vote or act in accordance with clauses (a) through (e) above, from and after such time as the Acquiror Board shall have effected a Change in Recommendation in accordance with the terms of the Business Combination Agreement.

 Section 1.5 No Challenges . The Sponsor agrees not to commence, join in, facilitate, assist or encourage, and agrees to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Acquiror, Merger Sub, the Company or any of their respective successors or directors (a) challenging the validity of, or seeking to enjoin or delay the operation of, any provision of this Agreement or the Business Combination Agreement (b) alleging a breach of any fiduciary duty of any person in connection with the evaluation, negotiation or entry into the Business Combination Agreement.

 Section 1.6 Closing Date Deliverables .

 (a) The Sponsor will deliver, prior to the Closing, a duly executed counterpart to the Lock-Up Agreement in the form and substance thereof to be agreed by Acquiror and the Company prior to Closing, acting commercially reasonably, in accordance with the Business Combination Agreement, to be effective as of the Closing.

 3

 (b) The Sponsor will deliver, prior to the Closing, a duly executed counterpart to the Registration Rights Agreement (in form and substance thereof to be agreed by Acquiror and the Company prior to Closing, acting commercially reasonably) in accordance with the Business Combination Agreement, to be effective as of the Closing.

 Section 1.7 Anti-Dilution Waiver . The Sponsor hereby irrevocably and unconditionally (but subject to the consummation of the Merger) agrees that (i) each Acquiror Class B Share held by the Sponsor shall convert automatically, on a one-for-one basis, into an Acquiror Class A Share in accordance with the Acquiror Articles of Association, as adjusted to account for any subdivision (by share split, subdivision, exchange, share dividend, reclassification, recapitalization or otherwise) or combination (by reverse share split, exchange, reclassification, recapitalization or otherwise) or similar reclassification or recapitalization of the outstanding Acquiror Class A Shares or shares of Acquiror Common Stock, as applicable, and (ii) not to assert or perfect any and all rights to adjustment or other anti-dilution protections the Sponsor has or will have under the Acquiror Articles of Association or otherwise with respect to the foregoing. The Sponsor further agrees not to redeem any Subject Shares (including any Acquiror Class A Shares received upon the conversion of Acquiror Class B Shares) and not to commence or participate in, and to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Acquiror, the Company, any affiliate or designee of the Sponsor acting in his or her capacity as director or any of their respective successors and assigns relating to the negotiation, execution or delivery of this Agreement, the Business Combination Agreement or the consummation of the transactions contemplated hereby and thereby. This Section 1.7 shall constitute written consent waiving, forfeiting and surrendering any anti-dilution protection pursuant to the Acquiror Articles of Association and such waiver, forfeiture and surrender granted hereunder shall only terminate upon the termination of this Agreement. Notwithstanding anything to the contrary contained herein, the Sponsor does not waive, or agrees to refrain from asserting or perfecting, any rights in the event the Business Combination Agreement is terminated. If the Business Combination Agreement is terminated, this Section 1.7 shall be deemed null and void ab initio .

 Section 1.8 Further Assurances . The Sponsor shall execute and deliver, or cause to be delivered, such additional documents, and take, or cause to be taken, all such further actions and do, or cause to be done, all things reasonably necessary (including under applicable Laws), or reasonably requested by Acquiror or the Company, to effect the actions and consummate the Merger and the other transactions contemplated by this Agreement and the Business Combination Agreement, in each case, on the terms and subject to the conditions set forth therein and herein, as applicable.

 Section 1.9 No Inconsistent Agreement . The Sponsor hereby represents and covenants that the Sponsor (i) has full voting power, full power of disposition and full power to issue instructions with respect to the matters set forth herein whether by ownership or by proxy, in each case, with respect to the Sponsor’s Subject Shares, (ii) has not entered into, and shall not enter into, any voting agreement, voting trust or other agreement, and has no knowledge and is not aware of any such voting agreement or voting trust in effect, with respect to any of the Sponsor’s Subject Shares that is inconsistent with the Sponsor’s obligations pursuant to this Agreement or any agreement or amendment of an existing agreement that would, or would reasonably be expected to, restrict, limit or interfere with the performance of the Sponsor’s obligations hereunder, and (iii) has not granted, and shall not grant, a proxy, power of attorney or similar right with respect to any of the Sponsor’s Subject Shares that is inconsistent with the Sponsor’s obligations pursuant to this Agreement, and has no knowledge and is not aware of any such proxy or power of attorney in effect, and (iv) has not entered into any agreement or undertaking that is otherwise inconsistent with, or would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement, and has no knowledge and is not aware of any such agreement or undertaking.

 Section 1.10 Consent to Disclosure . The Sponsor hereby consents to the publication and disclosure in the Proxy Statement and the Registration Statement (and, as and to the extent otherwise required by applicable securities Laws or the SEC or any other securities authorities, any other documents or communications provided by Acquiror or the Company to any Governmental Authority or to securityholders of Acquiror) of the Sponsor’s identity and beneficial ownership of Subject Shares and the nature of the Sponsor’s commitments, arrangements and understandings under and relating to this Agreement and, if deemed appropriate by Acquiror or the Company, a copy of this Agreement, in all cases only to the extent required by applicable law or order from the SEC or any other securities authorities, and after providing the Sponsor reasonable opportunity to defend any requirement to disclose information which would cause the Sponsor to be in breach of any confidentiality obligations applicable to it. The Sponsor will promptly provide any information reasonably requested by Acquiror or the Company for any regulatory application or filing made or approval sought in connection with the Transactions (including filings with the SEC).

 4

 ARTICLE II
 REPRESENTATIONS AND WARRANTIES

 Section 2.1 Representations and Warranties of the Sponsor . The Sponsor represents and warrants as of the date hereof to Acquiror and the Company as follows:

 (a) Organization; Due Authorization . The Sponsor is duly organized, validly existing and in good standing (or the equivalent thereof) under the Laws of the jurisdiction in which it is incorporated, formed, organized or constituted, and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby are within the Sponsor’s corporate, limited liability company or organizational powers and have been duly authorized by all necessary corporate, limited liability company or organizational actions on the part of the Sponsor. This Agreement has been duly executed and delivered by the Sponsor and, assuming due authorization, execution and delivery by the other parties to this Agreement, this Agreement constitutes a legally valid and binding obligation of the Sponsor, enforceable against the Sponsor in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies).

 (b) Ownership . The Sponsor is the record and beneficial owner (as defined in the Securities Act) of, and has good, valid and marketable title to, all of the Sponsor’s Subject Shares, and there exist no Liens or any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such Subject Shares (other than transfer restrictions under the Securities Act)) affecting any such Subject Shares, other than Liens pursuant to (i) this Agreement, (ii) the Acquiror Articles of Association, (iii) the Business Combination Agreement, (iv) that certain Letter Agreement, dated February 5, 2026, by and among the Acquiror and its initial directors, officers, the Sponsor and certain other parties thereto (the “ Letter Agreement ”) or (v) any applicable securities Laws. The Sponsor’s Subject Shares are the only equity securities in Acquiror owned of record or beneficially by the Sponsor on the date of this Agreement, and none of the Sponsor’s Subject Shares are subject to any proxy, voting trust or other agreement or arrangement with respect to the voting of such Subject Shares, except as provided hereunder or under the Letter Agreement. Other than Existing Acquiror Private Placement Warrants or Acquiror Rights, the Sponsor does not hold or own any rights to acquire (directly or indirectly) any equity securities of Acquiror or any securities convertible into, or which can be exchanged for, equity securities of Acquiror.

 (c) No Consent . No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Authority is required on the part of the Sponsor with respect to the Sponsor’s execution, delivery or performance of its covenants, agreements or obligations under this Agreement (including, for the avoidance of doubt, those covenants, agreements and obligations under this Agreement that relate to the provisions of the Business Combination Agreement) or the consummation of the transactions contemplated hereby, except for any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not adversely affect the ability of the Sponsor to perform, or otherwise comply with, any of its covenants, agreements or obligations hereunder in any material respect, or which have already been obtained in advance of the Sponsor’s entry into this Agreement.

 (d) No Conflicts . The execution and delivery of this Agreement by the Sponsor does not, and the performance by the Sponsor of its obligations hereunder will not, (i) conflict with or result in a violation of the Organizational Documents of the Sponsor, (ii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or a default under, the loss of any benefit under, the creation, modification or acceleration of any obligations under any Contract binding upon the Sponsor or, assuming (solely with respect to performance of this Agreement and the transactions contemplated hereby) compliance with the matters referred to in Section 2.1(c) , under any applicable Law to which the Sponsor or any of its properties or assets is subject, (iii) any change in the rights or obligations of any party under any Contract legally binding upon the Sponsor, or (iv) other than the restrictions contemplated by this Agreement, result in the creation of any Lien upon the Subject Shares, except, in the case of clause (ii) or (iii) directly above, for any such breach, violation, termination, default, creation, acceleration or change that would not, individually or in the aggregate, reasonably be expected to prevent or materially delay or impair the Sponsor’s ability to perform, or otherwise comply with, any of its covenants, agreements or obligations hereunder or to consummate the transactions contemplated hereby, the consummation of the Merger or the other transactions contemplated by the Business Combination Agreement.

 5

 (e) Litigation . There are no Actions pending against the Sponsor, or to the knowledge of the Sponsor threatened against the Sponsor, before (or, in the case of threatened Actions, that would be before) any arbitrator or any Governmental Authority, which in any manner challenges or seeks to prevent, enjoin or materially delay the performance by the Sponsor of its obligations under this Agreement.

 (f) Adequate Information . The Sponsor is a sophisticated stockholder and has adequate information concerning the business and financial condition of Acquiror and the Company to make an informed decision regarding this Agreement and the Transactions and has independently and without reliance upon Acquiror or the Company and based on such information as the Sponsor has deemed appropriate, made its own analysis and decision to enter into this Agreement. The Sponsor acknowledges that Acquiror and the Company have not made and do not make any representation or warranty, whether express or implied, of any kind or character except as expressly set forth in this Agreement and the Business Combination Agreement. The Sponsor acknowledges that the agreements contained herein with respect to the Subject Shares are irrevocable.

 (g) Brokerage Fees . No broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated by the Business Combination Agreement based upon arrangements made by the Sponsor in its capacity as a stockholder or, to the knowledge of the Sponsor, on behalf of the Sponsor, in its capacity as a stockholder, for which Acquiror or any of its Affiliates may become liable.

 (h) Acknowledgment . The Sponsor understands and acknowledges that each of Acquiror and the Company is entering into the Business Combination Agreement in reliance upon the Sponsor’s execution and delivery of this Agreement, and the representations, warranties, covenants and other agreements of the Sponsor contained herein.

 ARTICLE III
 MISCELLANEOUS

 Section 3.1 Termination . This Agreement and all of its provisions shall terminate and be of no further force or effect upon the earliest to occur of (a) the Effective Time, (b) such date and time as the Business Combination Agreement shall be terminated in accordance with Section 9.01 thereof, (c) the Business Combination Deadline if the Closing has not occurred on or prior to such date and (d) upon the written agreement of Acquiror, the Company and the Sponsor (the earliest of clauses (a) through (d), the “ Expiration Time ”). Upon such termination of this Agreement, all obligations of the parties under this Agreement will terminate, without any liability or other obligation on the part of any party hereto to any Person in respect hereof or the transactions contemplated hereby, and no party hereto shall have any claim against another (and no person shall have any rights against such party), whether under contract, tort or otherwise, with respect to the subject matter hereof; provided , however , that the termination of this Agreement shall not relieve any party hereto from liability arising in respect of any willful and material breach of this Agreement prior to such termination; provided , further , that this ARTICLE III shall survive the termination of this Agreement.

 Section 3.2 Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to any conflict of law rule or principle that would result in the application of any laws other than the laws of the State of Delaware; provided , that , the Domestication shall be effected in accordance with both the DGCL and the CLCI, without regard to any conflict of law rule or principle that would result in the application of any laws of another jurisdiction.

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 Section 3.3 Jurisdiction; Waiver of Jury Trial .

 (a) Except as specifically set forth in Section 3.5 , all Actions arising out of or relating to this Agreement shall be heard and determined exclusively in the Court of Chancery of the State of Delaware or, if such court declines to exercise jurisdiction or if subject matter jurisdiction over the matter that is the subject of any such legal action or proceeding is vested exclusively in the U.S. federal courts, any federal or state court located in the State of Delaware; provided that the courts of the Cayman Islands shall have jurisdiction over the Domestication to the extent required by the CLCI. The parties hereto hereby (a) irrevocably submit to the exclusive jurisdiction of the aforesaid courts for themselves and with respect to their respective properties for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto, and (b) agree not to commence any Action relating thereto except in the courts described above in Delaware, other than Actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described herein. Each of the parties to this Agreement further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties to this Agreement hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Action arising out of or relating to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the courts in Delaware as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) that (i) the Action in any such court is brought in an inconvenient forum, (ii) the venue of such Action is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

 (b) EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS. EACH OF THE PARTIES HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 3.3(b) .

 Section 3.4 Assignment . This Agreement and all of the provisions hereof will be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and permitted assigns. Neither this Agreement nor any of the rights, interests or obligations hereunder will be assigned (including by operation of law) without the prior written consent of the parties hereto.

 Section 3.5 Enforcement . The parties hereto agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur if any provision of this Agreement were not performed in accordance with the terms hereof, and, accordingly, that the parties hereto shall be entitled to an injunction or injunctions, specific performance or other equitable relief to prevent breaches of this Agreement, including, without limitation, mandatory injunctions, or to enforce specifically the performance of the terms and provisions hereof in accordance with the provisions of this Section 3.5 without proof of actual damages or otherwise, in addition to any other remedy to which they are entitled at law or in equity to which they are entitled under this Agreement, prior to the valid termination of this Agreement in accordance with Section 3.1 , and (b) the right of specific enforcement and injunctive relief (including mandatory injunctions) is an integral part of the transactions contemplated by this Agreement and without that right, none of the parties would have entered into this Agreement. Each of the parties hereby further waives (a) any defense in any action for specific performance that a remedy at law would be adequate and (b) any requirement under any Law to post security or a bond as a prerequisite to obtaining equitable relief.

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 Section 3.6 Amendment; Waiver . This Agreement may not be amended, changed, supplemented, waived or otherwise modified or terminated, except upon the execution and delivery of a written agreement executed by Acquiror, the Company and the Sponsor. No failure or delay by any party hereto exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies of the parties hereto hereunder are cumulative and are not exclusive of any rights or remedies which they would otherwise have hereunder.

 Section 3.7 Severability . If any term or other provision of this Agreement is invalid, illegal, or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the Transactions is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the Transactions be consummated as originally contemplated to the fullest extent possible.

 Section 3.8 Notices . All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given) (i) when delivered in person, (ii) when delivered by email during normal business hours (and otherwise as of the immediately following Business Day), (iii) when delivered after posting in the United States mail having been sent registered or certified mail (postage prepaid, return receipt requested) or (iv) when delivered by FedEx or other nationally recognized overnight delivery service, to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 3.8 ):

 If to Acquiror :

 SPACSphere Acquisition Corp.
8795 Folsom Blvd
Sacramento, California 95826
Attention: Bala Padmakumar
Email: [***]

 with a copy to (which will not constitute notice):

 Norton Rose Fulbright US LLP
1550 Lamar, Suite 2000
Houston, TX 77010
Attention: Amelia Zhang, Esq.; Lee McIntyre, Esq.
Email: [***]

 If to the Company :

 Mobilewalla Holdco, Inc.
5170 Peachtree Rd, Bldg. 100, STE 100
Atlanta, GA 30341
Attention: Jay D. Clark
Email: [***]

 with a copy to (which shall not constitute notice):

 Lucosky Brookman
LLP
101 Wood Avenue South, 5th Floor, Woodbridge, NJ 08830

 Attention: Peter Campitiello, Esq.
E-mail: [***]

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 If to the Sponsor :

 SPACSphere Sponsor
LLC

 8795 Folsom Blvd
Sacramento, California 95826
Attention: Bala Padmakumar
Email: [***]

 with a copy to (which will not constitute notice):

 Norton Rose Fulbright US LLP
1550 Lamar, Suite 2000
Houston, TX 77010
Attention: Amelia Zhang, Esq.; Lee McIntyre, Esq.
Email: [***]

 Section 3.9 Counterparts . This Agreement may be executed and delivered (including by facsimile, electronic signature or portable document format (pdf) transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

 Section 3.10 Entire Agreement . This Agreement and the agreements referenced herein constitute the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and supersede all prior understandings, agreements or representations by or among the parties hereto to the extent they relate in any way to the subject matter hereof.

 Section 3.11 Interpretation and Construction . The words “hereof,” “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The descriptive headings used herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement. References to Sections are to Sections of this Agreement unless otherwise specified. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. The definitions contained in this Agreement are applicable to the masculine as well as to the feminine and neuter genders of such term. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation,” whether or not they are in fact followed by those words or words of like import. “Writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any statute shall be deemed to refer to such statute and to any rules or regulations promulgated thereunder. References to any person include the successors and permitted assigns of that person. References from or through any date mean, unless otherwise specified, from and including such date or through and including such date, respectively. In the event an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

 [THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK]

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 IN WITNESS WHEREOF, the Sponsor, Acquiror, and the Company have each caused this Sponsor Support Agreement to be duly executed as of the date first written above.

 SPONSOR:

 SPACSPHERE SPONSOR LLC

 By:
 /s/ Bala Padmakumar

 Name:
 Bala Padmakumar

 SPACCatalyst LLC, its managing member

 By:
 /s/ Soumen Das

 Name:
 Soumen Das

 Title:
 Managing Member

 [Signature Page
to Sponsor Support Agreement]

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 ACQUIROR:

 SPACSPHERE ACQUISITION CORP.

 By:
 /s/ Bala Padmakumar

 Name:
 Bala Padmakumar

 Title:
 Chief Executive Officer

 [Signature
Page to Sponsor Support Agreement]

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 COMPANY:

 MOBILEWALLA HOLDCO, INC.

 By:
 /s/ Anindya Datta

 Name:
 Anindya Datta

 Title:
 Chief Executive Officer

 [Signature
Page to Sponsor Support Agreement]

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