Exhibit 10.19

MOBILEWALLA, INC.

AMENDED AND RESTATED VOTING AGREEMENT

TABLE OF CONTENTS

 

						Page
1.		Voting Provisions Regarding Board of Directors					1
		1.1.		Size of the Board			1
		1.2.		Board Composition			2
		1.3.		Failure to Designate a Board Member			3
		1.4.		Removal of Board Members			3
		1.5.		No Liability for Election of Recommended Directors			3
2.		Vote to Increase Authorized Common Stock					3
3.		Drag-Along Right					4
		3.1.		Definitions			4
		3.2.		Actions to be Taken			4
		3.3.		Exceptions			5
4.		Remedies					6
		4.1.		Covenants of the Company			6
		4.2.		Irrevocable Proxy and Power of Attorney			6
		4.3.		Specific Enforcement			6
		4.4.		Remedies Cumulative			7
5.		Term					7
6.		Miscellaneous					7
		6.1.		Additional Parties			7
		6.2.		Transfers			7
		6.3.		Successors and Assigns			8
		6.4.		Governing Law			8
		6.5.		Counterparts			8
		6.6.		Titles and Subtitles			8
		6.7.		Notices			8
		6.8.		Consent Required to Amend, Terminate or Waive			8
		6.9.		Delays or Omissions			10
		6.10.		Severability			10
		6.11.		Entire Agreement			10
		6.12.		Legend on Share Certificates			10
		6.13.		Stock Splits, Stock Dividends, etc			10
		6.14.		Manner of Voting			11
		6.15.		Further Assurances			11
		6.16.		Dispute Resolution			11
		6.17.		Costs of Enforcement			11
		6.18.		Aggregation of Stock			11

 

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Schedule A - Investors

Schedule B - Founders and Common Stockholders

Exhibit A - Adoption Agreement

 

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AMENDED AND RESTATED VOTING AGREEMENT

THIS AMENDED AND RESTATED VOTING AGREEMENT (this “Agreement”) is made and entered into as of this 3rd day of May, 2018, by and among Mobilewalla, Inc., a Delaware corporation (the “Company”), the persons and entities listed on Schedule A attached hereto (each an “Investor” and collectively, the “Investors”), the persons listed on Schedule B hereto (each a “Founder” and collectively, the “Founders”), and the additional common stockholders listed on Schedule B hereto (each an “Additional Common Stockholder” and together with the Founders, the “Common Stockholders”). The Common Stockholder and the Investors are collectively referred to as the “Stockholders”).

RECITALS

A. Certain of the Investors (the “Prior Investors”) are holders of shares of the Company’s Series A Preferred Stock, $0.00001 par value per share (the “Series A Preferred Stock”) and/or, Series A-1 Preferred Stock, $0.00001 par value per share (the “Series A-1 Preferred Stock”), and have agreed to certain provisions with respect to how shares of the Company’s capital stock held by them will be voted on certain matters under that certain Voting Agreement dated January 30, 2013 by and among the Company, the Prior Investors and the Common Stockholders (the “Prior Agreement”).

B. Concurrently with the execution of this Agreement, the Company and certain of the Investors are entering into a Series B Preferred Stock Purchase Agreement (the “Purchase Agreement”) providing for the sale of shares of the Company’s Series B Preferred Stock, par value $0.00001 per share (“Series B Preferred Stock”).

C. Section 6.8 of the Prior Agreements provides that the Prior Agreement may be amended only by a written instrument executed by executed by (a) the Company; (b) the Common Stockholders holding at least a majority of the Shares then held by the Common Stockholders; and (c) the holders of at least a majority of the shares of Common Stock issued or issuable upon conversion of the shares of Preferred Stock held by the Investors (voting as a single class and on an as-converted basis) (each as defined therein) (together, the “Required Vote”).

D. The undersigned parties, constituting the Required Vote, desire to enter into this Agreement in order to amend and restate the rights and obligations under the Prior Agreement and to set forth their agreement and understanding with respect to the right, among other rights, to designate the election of certain members of the board of directors of the Company (the “Board”) in accordance with the terms of this Agreement.

NOW, THEREFORE, the parties agree as follows:

1. Voting Provisions Regarding Board of Directors.

1.1. Size of the Board. Each Stockholder agrees to vote, or cause to be voted, all Shares (as defined below) owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that the size of the Board shall be set and remain at five (5) directors. For purposes of this Agreement, the term “Shares” shall mean and include any securities of the Company the holders of which are entitled to vote for members of the Board, including without limitation, all shares of Common Stock (as defined below) and Preferred Stock (as defined below), by whatever name called, now owned or subsequently acquired by a Stockholder, however acquired, whether through stock splits, stock dividends, reclassifications, recapitalizations, similar events or otherwise. For purposes of this Agreement, the term “Preferred Stock” shall mean the Series A Preferred Stock, the Series A-1 Preferred Stock, the Series B Preferred Stock, and any and all other class or series of Preferred Stock authorized under the Company’s Restated Certificate of Incorporation (the “Restated Certificate”) and the term “Common Stock” shall mean shares of common stock of the Company, par value $0.00001 per share.

1.2. Board Composition. Each Stockholder agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursu- ant to any written consent of the stockholders, the following persons shall be elected to the Board:

(a) One persons designated by Madrona Venture Fund V, LP (“Madrona”), which individual shall initially be Scott Jacobson, for so long as such Stockholder and their Affiliates continue to own beneficially at least 1,000,000 shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of Preferred Stock), which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like.

(b) One person designed by GCP Capital Partners IV, L.P. and GCP Capital Partners (Cayman) IV, L.P (“GCP”), which individual shall initially be Boris Gutin, for so long as such Stockholder and their Affiliates continue to own beneficially at least 1,000,000 shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of Preferred Stock), which number is subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like.

(c) Two persons designated by the Common Stockholders, which individuals shall initially be Anindya Datta and Jay Clark.

(d) One individual who is not otherwise an Affiliate (as defined below) of the Company or of any Investor with relevant industry experience who shall be selected by the unanimous consent or vote of the other members of the Board, which individual shall initially be vacant.

To the extent that any of clauses (a) through (d) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the holders of the class(es) and/or series of stock of the Company entitled to vote thereon in accordance with, and pursuant to, the Company’s Restated Certificate.

 

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For purposes of this Agreement, an individual, firm, corporation, partnership, association, lim- ited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person.

1.3. Failure to Designate a Board Member. In the absence of any designation from the Persons or groups with the right to designate a director as specified above, the director previously designated by them and then serving shall be reelected if still eligible to serve as pro- vided herein.

1.4. Removal of Board Members. Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that:

(a) no director elected pursuant to Subsection 1.2 of this Agreement may be removed from office unless (i) such removal is directed or approved by the affirmative vote of the Person, or of the holders of at least fifty percent (50%) of the shares of stock, entitled under Subsection 1.2 to designate that director or (ii) the Person(s) originally entitled to designate or approve such director pursuant to Subsection 1.2 is no longer so entitled to designate or approve such director;

(b) any vacancies created by the resignation, removal or death of a director elected pursuant to Subsections 1.2 or 1.3 shall be filled pursuant to the provisions of this Section 1; and

(c) upon the request of any party entitled to designate a director as provided in Subsection 1.2(a) or Subsection 1.2(b) to remove such director, such director shall be removed.

All Stockholders agree to execute any written consents required to perform the obligations of this Agreement, and the Company agrees at the request of any party entitled to designate directors to call a special meeting of stockholders for the purpose of electing directors.

1.5. No Liability for Election of Recommended Directors. No Stockholder, nor any Affiliate of any Stockholder, shall have any liability as a result of designating a person for election as a director for any act or omission by such designated person in his or her capacity as a director of the Company, nor shall any Stockholder have any liability as a result of voting for any such designee in accordance with the provisions of this Agreement.

2. Vote to Increase Authorized Common Stock. Each Stockholder agrees to vote or cause to be voted all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to increase the number of authorized shares of Common Stock from time to time to ensure that there will be sufficient shares of Common Stock available for conversion of all of the shares of Preferred Stock outstanding at any given time.

 

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3. Drag-Along Right.

3.1. Definitions. A “Sale of the Company” shall mean either: (a) a transaction or series of related transactions in which a Person, or a group of related Persons, acquires from stockholders of the Company shares representing more than fifty percent (50%) of the outstanding voting power of the Company (a “Stock Sale”); or (b) a transaction that qualifies as a “Deemed Liquidation Event” as defined in the Restated Certificate.

3.2. Actions to be Taken. In the event that (i) the holders of at least two-thirds of the shares of Common Stock then issued and outstanding and shares of Common Stock issuable upon conversion of the shares of Preferred Stock (voting together on an as converted to Common Stock basis) (collectively, the “Electing Holders”) and (ii) the Board approve a Sale of the Company in writing, specifying that this Section 3 shall apply to such transaction, then each Common Stockholder hereby agrees:

(a) if such transaction requires stockholder approval, with respect to all Shares that such Common Stockholder owns or over which such Common Stockholder otherwise exercises voting power, to vote (in person, by proxy or by action by written consent, as applicable) all Shares in favor of, and adopt, such Sale of the Company (together with any related amendment to the Restated Certificate required in order to implement such Sale of the Company) and to vote in opposition to any and all other proposals that could delay or impair the ability of the Company to consummate such Sale of the Company;

(b) if such transaction is a Stock Sale, to sell the same proportion of shares of capital stock of the Company beneficially held by such Common Stockholder as is being sold by the Electing Holders to the Person to whom the Electing Holders propose to sell their Shares, and, except as permitted in Subsection 3.3 below, on the same terms and conditions as the Electing Holders;

(c) to execute and deliver all related documentation and take such other action in support of the Sale of the Company as shall reasonably be requested by the Company or the Electing Holders in order to carry out the terms and provision of this Section 3, including without limitation executing and delivering instruments of conveyance and transfer, and any purchase agreement, merger agreement, indemnity agreement, escrow agreement, consent, waiver, governmental filing, share certificates duly endorsed for transfer (free and clear of impermissible liens, claims and encumbrances) and any similar or related documents;

(d) not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any Shares of the Company owned by such party or Affiliate in a voting trust or subject any Shares to any arrangement or agreement with respect to the voting of such Shares, unless specifically requested to do so by the acquiror in connection with the Sale of the Company; and

(e) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Sale of the Company.

 

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3.3. Exceptions. Notwithstanding the foregoing, a Common Stockholder will not be required to comply with Subsection 3.2 above in connection with any proposed Sale of the Company (the “Proposed Sale”) unless:

(a) any representations and warranties to be made by such Common Stockholder in connection with the Proposed Sale are limited to representations and warranties related to authority, ownership and the ability to convey title to such Shares, including but not limited to representations and warranties that (i) the Common Stockholder holds all right, title and interest in and to the Shares such Common Stockholder purports to hold, free and clear of all liens and encumbrances, (ii) the obligations of the Common Stockholder in connection with the transaction have been duly authorized, if applicable, (iii) the documents to be entered into by the Common Stockholder have been duly executed by the Common Stockholder and delivered to the acquirer and are enforceable against the Stockholder in accordance with their respective terms and (iv) neither the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of the Common Stockholder’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency;

(b) the Common Stockholder shall not be liable for the inaccuracy of any representation or warranty made by any other Person in connection with the Proposed Sale, other than the Company;

(c) the liability for indemnification, if any, of such Common Stockholder in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company or its stockholders in connection with such Proposed Sale, is several and not joint with any other Person, and is pro rata in proportion to, and does not exceed, the amount of consideration paid to such Common Stockholder in connection with such Proposed Sale;

(d) liability shall be limited to the amount of consideration actually paid to such Common Stockholder in connection with such Proposed Sale, except with respect to claims related to fraud by such Common Stockholder, the liability for which need not be limited as to such Common Stockholder;

(e) upon the consummation of the Proposed Sale, (i) each holder of each class or series of the Company’s stock will receive the same form of consideration for their shares of such class or series as is received by other holders in respect of their shares of such same class or series of stock, (ii) each holder of a series of Preferred Stock will receive the same amount of consideration per share of such series of Preferred Stock as is received by other holders in respect of their shares of such same series, (iii) each holder of Common Stock will receive the same amount of consideration per share of Common Stock as is received by other holders in respect of their shares of Common Stock, and (iv) unless the holders of a majority of the Common Stock held by Common Stockholders elect otherwise by written notice given to the Company prior to the effective date of any such Proposed Sale, the aggregate consideration receivable by all holders of the Preferred Stock and Common Stock shall be allocated among the holders of Preferred Stock and Common Stock on the basis of the relative liquidation preferences to which the holders of each respective series of Preferred Stock and the holders of Common Stock are entitled in a Deemed Liquidation Event (assuming for this purpose that the Proposed Sale is a Deemed Liquidation Event) in accordance with the Company’s Certificate of Incorporation in effect immediately prior to the Proposed Sale; and

 

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(f) subject to clause (e) above requiring the same form of consideration to be available to the holders of any single class or series of capital stock, if any holders of any capital stock of the Company are given an option as to the form and amount of consideration to be received as a result of the Proposed Sale, all holders of such capital stock will be given the same option; provided, however, that nothing in this Subsection 3.3(f) shall entitle any holder to receive any form of consideration that such holder would be ineligible to receive as a result of such holder’s failure to satisfy any condition, requirement or limitation that is generally applicable to the Company’s stockholders.

4. Remedies.

4.1. Covenants of the Company. The Company agrees to use its best efforts, within the requirements of applicable law, to ensure that the rights granted under this Agreement are effective and that the parties enjoy the benefits of this Agreement. Such actions include, without limitation, the use of the Company’s best efforts to cause the nomination and election of the directors as provided in this Agreement.

4.2. Irrevocable Proxy and Power of Attorney. Each party to this Agreement hereby constitutes and appoints as the proxies of the party and hereby grants a power of attorney to the President of the Company, and a designee of the Investors, and each of them, with full power of substitution, with respect to the matters set forth herein, including without limitation, election of persons as members of the Board in accordance with Section 1 hereto, votes to increase authorized shares pursuant to Section 2 hereof and votes regarding any Sale of the Company pursuant to Section 3 hereof, and hereby authorizes each of them to represent and to vote, if and only if the party (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with the terms of this Agreement, all of such party’s Shares in favor of the election of persons as members of the Board determined pursuant to and in accordance with the terms and provisions of this Agreement or the increase of authorized shares or approval of any Sale of the Company pursuant to and in accordance with the terms and provisions of Sections 2 and 3, respectively, of this Agreement or to take any action necessary to effect Sections 2 and 3, respectively, of this Agreement. Each of the proxy and power of attorney granted pursuant to the immediately preceding sentence is given in consideration of the agreements and covenants of the Company and the parties in connection with the transactions contemplated by this Agreement and, as such, each is coupled with an interest and shall be irrevocable unless and until this Agreement terminates or expires pursuant to Section 5 hereof. Each party hereto hereby revokes any and all previous proxies or powers of attorney with respect to the Shares and shall not hereafter, unless and until this Agreement terminates or expires pursuant to Section 5 hereof, purport to grant any other proxy or power of attorney with respect to any of the Shares, deposit any of the Shares into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of the Shares, in each case, with respect to any of the matters set forth herein.

 

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4.3. Specific Enforcement. Each party acknowledges and agrees that each party hereto will be irreparably damaged in the event any of the provisions of this Agreement are not performed by the parties in accordance with their specific terms or are otherwise breached. Accordingly, it is agreed that each of the Company and the Stockholders shall be entitled to an injunction to prevent breaches of this Agreement, and to specific enforcement of this Agreement and its terms and provisions in any action instituted in any court of the United States or any state having subject matter jurisdiction.

4.4. Remedies Cumulative. All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.

5. Term. This Agreement shall be effective as of the date hereof and shall continue in effect until and shall terminate upon the earliest to occur of (a) the consummation of a Qualified Public Offering (as defined in the Restated Certificate); (b) the consummation of a Sale of the Company and distribution of proceeds to or escrow for the benefit of the Stockholders in accordance with the Restated Certificate, provided that the provisions of Section 3 hereof will continue after the closing of any Sale of the Company to the extent necessary to enforce the provisions of Section 3 with respect to such Sale of the Company; or (c) termination of this Agreement in accordance with Subsection 6.8 below.

6. Miscellaneous.

6.1. Additional Parties.

(a) Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of Preferred Stock after the date hereof, as a condition to the issuance of such shares the Company shall require that any purchaser of Preferred Stock become a party to this Agreement by executing and delivering (i) the Adoption Agreement attached to this Agreement as Exhibit A (the “Adoption Agreement”) or (ii) a counterpart signature page hereto agreeing to be bound by and subject to the terms of this Agreement as an Investor and Stockholder hereunder. In either event, each such Person shall thereafter shall be deemed an Investor and Stockholder for all purposes under this Agreement.

(b) In the event that after the date of this Agreement, the Company enters into an agreement with any Person to issue shares of capital stock to such Person (other than to a purchaser of Preferred Stock described in Subsection 6.1(a) above), following which such Person shall hold Shares constituting one percent (1%) or more of the Company’s then outstanding capital stock (treating for this purpose all shares of Common Stock issuable upon exercise of or conversion of outstanding options, warrants or convertible securities, as if exercised and/or converted or exchanged), then, the Company shall cause such Person, as a condition precedent to entering into such agreement, to become a party to this Agreement by executing (i) an Adoption Agreement or (ii) a counterpart signature page hereto agreeing to be bound by and subject to the terms of this Agreement as a Common Stockholder and thereafter such Person shall be deemed a Common Stockholder for all purposes under this Agreement.

6.2. Transfers. Each transferee or assignee of any Shares subject to this Agreement shall continue to be subject to the terms hereof, and, as a condition precedent to the Company’s recognizing such transfer, each transferee or assignee shall agree in writing to be subject to each of the terms of this Agreement by executing and delivering an Adoption Agreement substantially in the form attached hereto as Exhibit A. Upon the execution and

 

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delivery of an Adoption Agreement or a counterpart signature page hereto by any transferee, such transferee shall be deemed to be a party hereto as if such transferee were the transferor and such transferee’s signature appeared on the signature pages of this Agreement and shall be deemed to be an Investor and Stockholder, or Common Stockholder and Stockholder, as applicable. The Company shall not permit the transfer of the Shares subject to this Agreement on its books or issue a new certificate representing any such Shares unless and until such transferee shall have complied with the terms of this Subsection 6.2. Each certificate representing the Shares subject to this Agreement if issued on or after the date of this Agreement shall be endorsed by the Company with the legend set forth in Subsection 6.12.

6.3. Successors and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

6.4. Governing Law. This Agreement shall be governed by the internal law of the State of Delaware.

6.5. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

6.6. Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

6.7. Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt or: (a) personal delivery to the party to be notified, (b) when sent, if sent by electronic mail or facsimile during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) business day after the business day of deposit with a nationally recognized overnight courier, freight prepaid, specifying next business day delivery, with written verification of receipt. All communications shall be sent to the respective parties at their address as set forth on Schedule A or Schedule B hereto, or to such email address, facsimile number or address as subsequently modified by written notice given in accordance with this Subsection 6.7. If notice is given to the Company, it shall be sent to 2472 Jett Ferry Rd., Suite 400-214, Dunwoody, Georgia 30338, Attention: CEO; and a copy shall also be sent to Fenwick & West, LLP, 1191 2nd Avenue, 10^th Floor, Seattle, Washington, 98101, e-mail: acsmith@fenwick.com, facsimile number (206) 389- 4511, Attn: Alan Smith.

6.8. Consent Required to Amend, Terminate or Waive. This Agreement may be amended or terminated and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written

 

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instrument executed by (a) the Company; (b) the Common Stockholders holding at least a majority of the Shares then held by the Common Stockholders; provided that such consent shall not be required if the Common Stockholders do not then own Shares representing at least ten percent (10%) of the outstanding capital stock of the Company; (c) the holders of at least a majority of the shares of Common Stock issued or issuable upon conversion of the shares of Preferred Stock held by Investors (voting as a single class and on an as converted basis); and (d) the holders of at least a majority of the shares of Common Stock issued or issuable upon conversion of the shares of Series B Preferred Stock held by Investors, provided however, that amending this Agreement in connection with the creation, authorization or issuance of capital stock after the date hereof (a “Subsequent Issuance”) in order to provide the purchasers of capital stock in such Subsequent Issuance with substantially the same rights and obligations with respect to such capital stock as those of the Investors provided hereunder shall not require the written consent contemplated by clause (d) above. Notwithstanding the foregoing:

(a) this Agreement may not be amended or terminated and the observance of any term of this Agreement may not be waived with respect to any Investor or Common Stockholder without the written consent of such Investor or Common Stockholder unless such amendment, termination or waiver applies to all Investors or Common Stockholders, as the case may be, in the same fashion;

(b) the consent of the Common Stockholders shall not be required for any amendment or waiver if such amendment or waiver either (A) is not directly applicable to the rights of the Common Stockholders hereunder or (B) does not adversely affect the rights of the Common Stockholders in a manner that is different than the effect on the rights of the other parties hereto;

(c) Schedules A and B hereto may be amended by the Company from time to time to add, modify or remove information regarding additional Stockholders without the consent of the other parties hereto;

(d) any provision hereof may be waived by the waiving party on such party’s own behalf, without the consent of any other party; and

(e) Subsection 1.2(a) of this Agreement shall not be amended or waived without the written consent of Madrona, Subsection 1.2(b) of this Agreement shall not be amended or waived without the written consent of GCP, and Subsection 1.2(c) of this Agreement shall not be amended or waived without the written consent of the Common Stockholders who hold at least a majority of the shares of Common Stock.

The Company shall give prompt written notice of any amendment, termination or waiver hereunder to any party that did not consent in writing thereto. Any amendment, termination or waiver effected in accordance with this Subsection 6.8 shall be binding on each party and all of such party’s successors and permitted assigns, whether or not any such party, successor or assignee entered into or approved such amendment, termination or waiver. For purposes of this Subsection 6.8, the requirement of a written instrument may be satisfied in the form of an action by written consent of the Stockholders circulated by the Company and executed by the Stockholder parties specified, whether or not such action by written consent makes explicit reference to the terms of this Agreement.

 

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6.9. Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to any party under this Agreement, upon any breach or default of any other party under this Agreement, shall impair any such right, power or remedy of such non-breaching or non-defaulting party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default previously or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.

6.10. Severability. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.

6.11. Entire Agreement. This Agreement (including the schedules and Exhibits hereto) and the Restated Certificate constitute the full and entire understanding and agreement between the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties is expressly canceled.

6.12. Legend on Share Certificates. Each certificate representing any Shares issued after the date hereof shall be endorsed by the Company with a legend reading substantially as follows:

“THE SHARES EVIDENCED HEREBY ARE SUBJECT TO A VOTING AGREEMENT, AS MAY BE AMENDED FROM TIME TO TIME, (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE COMPANY), AND BY ACCEPTING ANY INTEREST IN SUCH SHARES THE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF THAT VOTING AGREEMENT, INCLUDING CERTAIN RESTRICTIONS ON TRANSFER AND OWNERSHIP SET FORTH THEREIN.”

The Company, by its execution of this Agreement, agrees that it will cause the certificates evidencing the Shares issued after the date hereof to bear the legend required by this Subsection 6.12 of this Agreement, and it shall supply, free of charge, a copy of this Agreement to any holder of a certificate evidencing Shares upon written request from such holder to the Company at its principal office. The parties to this Agreement do hereby agree that the failure to cause the certificates evidencing the Shares to bear the legend required by this Subsection 6.12 herein and/or the failure of the Company to supply, free of charge, a copy of this Agreement as provided hereunder shall not affect the validity or enforcement of this Agreement.

6.13. Stock Splits, Stock Dividends, etc. In the event of any issuance of Shares of the Company’s voting securities hereafter to any of the Stockholders (including, without limitation, in connection with any stock split, stock dividend, recapitalization, reorganization, or the like), such Shares shall become subject to this Agreement and shall be endorsed with the legend set forth in Subsection 6.12.

 

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6.14. Manner of Voting. The voting of Shares pursuant to this Agreement may be effected in person, by proxy, by written consent or in any other manner permitted by applicable law. For the avoidance of doubt, voting of the Shares pursuant to the Agreement need not make explicit reference to the terms of this Agreement.

6.15. Further Assurances. At any time or from time to time after the date hereof, the parties agree to cooperate with each other, and at the request of any other party, to execute and deliver any further instruments or documents and to take all such further action as the other party may reasonably request in order to evidence or effectuate the consummation of the transactions contemplated hereby and to otherwise carry out the intent of the parties hereunder.

6.16. Dispute Resolution. Each party will bear its own costs in respect of any disputes arising under this Agreement. The prevailing party shall be entitled to reasonable attorney’s fees, costs, and necessary disbursements in addition to any other relief to which such party may be entitled.

6.17. Costs of Enforcement. If any party to this Agreement seeks to enforce its rights under this Agreement by legal proceedings, the non-prevailing party shall pay all costs and expenses incurred by the prevailing party, including, without limitation, all reasonable attorneys’ fees.

6.18. Aggregation of Stock. All Shares held or acquired by a Stockholder and/or its Affiliates shall be aggregated together for the purpose of determining the availability of any rights under this Agreement, and such Affiliated Persons may apportion such rights as among themselves in any manner they deem appropriate.

6.19. Amendment and Restatement of Prior Agreement. The Prior Agreement is hereby amended in its entirety and restated herein. Such amendment and restatement is effective upon the execution of this Agreement by the Required Vote. Upon such execution, all provisions of, rights granted and covenants made in the Prior Agreement are hereby waived, released and superseded in their entirety and shall have no further force or effect.

[Remainder of Page Intentionally Left Blank. Signature Pages Follow.]

 

11

IN WITNESS WHEREOF, the parties hereto have executed this Amended and Restated Voting Agreement as of the date set forth in the first paragraph hereof.

 

[SIGNATURE PAGE TO MOBILEWALLA, INC. AMENDED AND RESTATED VOTING AGREEMENT]

IN WITNESS WHEREOF, the parties have executed this Amended and Restated Voting Agreement as of the date first written above.

 

[Signature Page to Mobilewalla A&R Voting Agreement]

IN WITNESS WHEREOF, the parties have executed this Amended and Restated Voting Agreement as of the date first written above.

 

[SIGNATURE PAGE TO MOBILEWALLA, INC. AMENDED AND RESTATED VOTING AGREEMENT]

IN WITNESS WHEREOF, the parties have executed this Amended and Restated Voting Agreement as of the date first written above.

 

[SIGNATURE PAGE TO MOBILEWALLA, INC. AMENDED AND RESTATED VOTING AGREEMENT]

IN WITNESS WHEREOF, the parties hereto have executed this Amended and Restated Voting Agreement as of the date set forth in the first paragraph hereof.

 

[SIGNATURE PAGE TO MOBILEWALLA, INC. AMENDED AND RESTATED VOTING AGREEMENT]

SCHEDULE A

SCHEDULE OF INVESTORS

Madrona Venture Fund V, LP

Madrona Venture Fund V-A, LP

Infocomm Investments Pte Ltd

IAN-MW, LLC

Greg Bibb & Tamara Bibb, JTWROS

Sims Worldwide Investment Group, LLC

Jonathan Gaines White

Arun Seth

Scott Foster

Sean Pennix

Worthscape Ventures, LLC

Kasi V. Shridharan

Addonisio Family Limited Partnership

JAFT VI (Singapore) Pte. Ltd.

Anindya Datta

Leon Leonard

Indranil Sarker

Riccardo Illio

Ronald Jensen

Steven Heyer

Tejinderpal Singh Miglani

Gopal Kumar Agrawal

Dinesh Goel

Apollo Singapore Investments Pte Ltd

Blue Lake Partners

Jaimin Shah

Sandeep Soni

Arun Saigal

Nagendra P. Bandaru

Salil Gupta

Anuj Munot

Keshav R. Murugesh

Gun Nidhi Dalmia

Neeraj Kumar Singal

Rajat Sikka

Ramnath Rao

Harshavardhan Chitale

Inderdeep Singh

Raman Roy and Charu Sehgal

Aabhas Dalmia

Narendra Kumar Shyamsukha

V.G.N. Prakash

Naresh Kumra

Mohit Thukral

Priyank Shankar Garg

Ananda Kallugadde

Hemant Gajanan Joshi

Gopal Menon

Debjani Ghosh

Jetty Ventures Limited

Harish Seth

Shalesh Rao

Rakesh Malhotra

Sharad Sharma

Sandeep Pandhare

Derek Bert Wu

John Larry Smith MD, Trustee, John Larry Smith MD Rev Trust

Samuel T. Stewart

Singapore Angel Network Pte Ltd

GCP Capital Partners IV, L.P.

GCP Capital Partners (Cayman) IV, L.P.

ATW Master Fund II, L.P.

SCHEDULE B

COMMON STOCKHOLDERS

Name and Address

Anindya Datta

2410 Caladium Drive

Atlanta, GA 30345

Jay Clark

5204 Bradford Circle

Dunwoody, GA 30338

EXHIBIT A

ADOPTION AGREEMENT

This Adoption Agreement (“Adoption Agreement”) is executed on      , 20 , by the undersigned (the “Holder”) pursuant to the terms of that certain Amended and Restated Voting Agreement dated as of May 3, 2018 (the “Agreement”), by and among the Company and certain of its Stockholders, as such Agreement may be amended or amended and restated hereafter. Capitalized terms used but not defined in this Adoption Agreement shall have the respective meanings ascribed to such terms in the Agreement. By the execution of this Adoption Agreement, the Holder agrees as follows.

1.1 Acknowledgement. Holder acknowledges that Holder is acquiring certain shares of the capital stock of the Company (the “Stock”), for one of the following reasons (Check the correct box):

 

☐

as a transferee of Shares from a party in such party’s capacity as an “Investor” bound by the Agreement, and after such transfer, Holder shall be considered an “Investor” and a “Stockholder” for all purposes of the Agreement.

 

☐

as a transferee of Shares from a party in such party’s capacity as a “Common Stockholder” bound by the Agreement, and after such transfer, Holder shall be considered a “Common Stockholder” and a “Stockholder” for all purposes of the Agreement.

 

☐

as a new Investor in accordance with Subsection 6.1(a) of the Agreement, in which case Holder will be an “Investor” and a “Stockholder” for all purposes of the Agreement.

 

☐

in accordance with Subsection 6.1(b) of the Agreement, as a new party who is not a new Investor, in which case Holder will be a “Stockholder” for all purposes of the Agreement.

1.2 Agreement. Holder hereby (a) agrees that the Stock, and any other shares of capital stock or securities required by the Agreement to be bound thereby, shall be bound by and subject to the terms of the Agreement and (b) adopts the Agreement with the same force and effect as if Holder were originally a party thereto.

1.3 Notice. Any notice required or permitted by the Agreement shall be given to Holder at the address or facsimile number listed below Holder’s signature hereto.

 

HOLDER:		ACCEPTED AND AGREED:
By:		MOBILEWALLA, INC.
Name and Title of Signatory
Address:		By:
		Name:
Facsimile Number:		Title: