Exhibit 10.20
EXECUTION VERSION
OMNIBUS AMENDMENT TO STOCKHOLDER AGREEMENTS
This Omnibus Amendment to Stockholder Agreements (this “Amendment”) is entered into as of May 29, 2026, by and among Mobilewalla Holdco, Inc., a Delaware corporation (the “Corporation”), and the undersigned stockholders of the Corporation.
WHEREAS, Mobilewalla, Inc. (“Mobilewalla”) and certain of its stockholders are parties to the following agreements (collectively, the “Stockholder Agreements”): (i) the Amended and Restated Voting Agreement, dated May 3, 2018, by and among Mobilewalla, the Investors listed on Schedule A thereto, and the Founders and Additional Common Stockholders listed on Schedule B thereto (the “Voting Agreement”); (ii) the Amended and Restated Right of First Refusal and Co-Sale Agreement, dated May 3, 2018, by and among Mobilewalla, the Investors listed on Schedule A thereto, and the Common Stockholders listed on Schedule B thereto (the “ROFR Agreement”); and (iii) the Amended and Restated Investors’ Rights Agreement, dated May 3, 2018, by and among Mobilewalla and the Investors listed on Exhibit A thereto (the “IRA”);
WHEREAS, in 2022, the Corporation was reorganized pursuant to a merger under DGCL Section 251(g) in which Mobilewalla Merger Sub, Inc. merged with and into Mobilewalla, with Mobilewalla Holdco, Inc. becoming the parent company and Mobilewalla continuing as a wholly-owned subsidiary of Mobilewalla Holdco, Inc., which merger became effective on July 28, 2022 (the “Reorganization”);
WHEREAS, in connection with the Reorganization, the Stockholder Agreements were not formally amended to reflect the Corporation as the successor to Mobilewalla;
WHEREAS, since the Reorganization, all parties to the Stockholder Agreements have treated the Corporation as the successor company to Mobilewalla for purposes of the Stockholder Agreements, and the Corporation has acted as a party thereto;
WHEREAS, the parties hereto desire to amend the Stockholder Agreements to formally substitute the Corporation for Mobilewalla as “the Company” thereunder, effective as of the date of the Reorganization; provided, however, that such amendment is without prejudice to any argument that the Stockholder Agreements applied to the Corporation by operation of law as successor-in-interest following the Reorganization; and
WHEREAS, Section 6.8 of the Voting Agreement, Section 5.8 of the ROFR Agreement, and Section 5.5 of the IRA each provide that such agreement may be amended by a written instrument executed by the parties specified therein, and the undersigned parties satisfy the amendment requirements under each Stockholder Agreement as follows:
| (i) | with respect to the Voting Agreement, the Corporation, Common Stockholders holding at least a majority of Shares (Anindya Datta and Jay D. Clark, being all of the Common Stockholders listed on Schedule B of the Voting Agreement, holding 7,526,666 shares of Common Stock, representing 100% of all Shares held by the Common Stockholders listed on Schedule B; provided that, pursuant to Section 6.8(b)(B) of the Voting Agreement, Common Stockholder consent is not required |
| for this Amendment because it 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 thereto), holders of at least a majority of the as-converted Preferred Stock (the Preferred Stockholders holding 24,686,220 as-converted votes, representing approximately 75.71% of outstanding Preferred Stock), and holders of at least a majority of the as-converted Series B Preferred Stock (the Preferred Stockholders holding 10,821,491 shares of Series B Preferred Stock, representing approximately 92.0% of outstanding Series B Preferred Stock) have executed this Amendment; |
| (ii) | with respect to the ROFR Agreement, (a) the Corporation, (b) the Common Stockholders holding at least a majority of the shares of Transfer Stock then held by all of the Common Stockholders listed in Schedule B thereto (Anindya Datta and Jay D. Clark holding 7,526,666 shares of Transfer Stock, representing 100% of all Transfer Stock held by the Common Stockholders listed on Schedule B), (c) the holders of at least a majority of the shares of Common Stock issued or issuable upon conversion of the then outstanding shares of Preferred Stock held by the Investors, voting as a single class on an as-converted basis (the Preferred Stockholders holding 24,686,220 as-converted votes, representing approximately 75.71% of outstanding Preferred Stock), and (d) the holders of at least a majority of the shares of Common Stock issued or issuable upon conversion of the then outstanding shares of Series B Preferred Stock held by the Investors (the Preferred Stockholders holding 10,821,491 shares of Series B Preferred Stock, representing approximately 92.0% of outstanding Series B Preferred Stock) have executed this Amendment; and |
| (iii) | with respect to the IRA, (i) the Corporation, (ii) holders of a majority of Registrable Securities (as defined in Section 1.1(j) of the IRA, meaning (a) Common Stock issuable or issued upon conversion of the Preferred Stock held by the Investors, and (b) any Common Stock issued as, or issuable upon conversion or exercise of any security issued as, a dividend or other distribution with respect to, or in exchange for or in replacement of, such securities, which threshold is satisfied by the Preferred Stockholders holding shares convertible into 24,686,220 shares of Common Stock, representing approximately 75.71% of the 32,607,409 total Registrable Securities outstanding), and (iii) holders of a majority of then-outstanding shares of Series B Preferred Stock (the Preferred Stockholders holding 10,821,491 shares of Series B Preferred Stock, representing approximately 92.0% of the 11,762,490 outstanding shares of Series B Preferred Stock) have executed this Amendment; no Common Stockholder consent is required to amend the IRA because Common Stockholders are not a consent class thereunder. |
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Amendment to Stockholder Agreements. Each of the Stockholder Agreements is hereby amended to substitute the Corporation for Mobilewalla as “the Company” thereunder in the manner as follows:
a. All references to “the Company” or “Mobilewalla, Inc.” in each of the Stockholder Agreements shall mean and refer to Mobilewalla Holdco, Inc., a Delaware corporation.
b. The Corporation hereby assumes all of the rights and obligations of Mobilewalla under each of the Stockholder Agreements, and agrees to be bound by all terms and conditions thereof, as if the Corporation had been an original signatory thereto.
c. This Amendment shall be effective as of the date of the Reorganization.
2. Ratification. All actions taken by the Corporation, its Board of Directors, its officers, and its stockholders pursuant to or in reliance upon the Stockholder Agreements since the date of the Reorganization are hereby ratified, confirmed, and approved in all respects.
3. No Other Amendments; Confirmation. Except as expressly amended hereby, each of the Stockholder Agreements shall remain in full force and effect in accordance with its terms, and each such agreement, as amended hereby, is hereby ratified and confirmed.
4. Representations and Warranties. Each party executing this Amendment hereby represents and warrants that:
a. it has full power and authority to execute and deliver this Amendment and to perform its obligations hereunder;
b. the execution and delivery of this Amendment and the performance of such party’s obligations hereunder have been duly authorized by all necessary action;
c. this Amendment constitutes the legal, valid, and binding obligation of such party, enforceable against such party in accordance with its terms, subject to applicable bankruptcy, insolvency, and similar laws affecting creditors’ rights generally and to general principles of equity; and
d. the execution and delivery of this Amendment does not and will not conflict with or result in a breach of any agreement to which such party is bound.
5. Release. Each party hereto, on behalf of itself and its successors and assigns, hereby irrevocably and unconditionally releases and discharges each other party hereto (and the Corporation, its directors, officers, and agents) from any and all claims, liabilities, obligations, demands, or causes of action of any kind, whether known or unknown, arising out of or relating to (i) the failure to formally amend the Stockholder Agreements at the time of the Reorganization, (ii) any actions taken or omitted by the Corporation or any party under the Stockholder Agreements during the period from the Reorganization through the date hereof, or (iii) any assertion that the Corporation was not a valid party to the Stockholder Agreements during such period; provided, however, that this release shall be effective only as between and among the parties hereto and shall not release or affect claims by or against any party to the Stockholder Agreements who has not executed this Amendment.
6. Confirmation of Schedules. The parties acknowledge that the schedules and exhibits to each Stockholder Agreement shall be deemed to reflect the current stockholders of the Corporation as maintained in the Corporation’s books and records, and Schedule A to the Voting Agreement and the ROFR Agreement, and Exhibit A to the IRA, may be updated by the Corporation from time to time in accordance with the terms of each such agreement without further amendment to this Amendment.
7. Effect on Non-Signing Parties. Each party hereto acknowledges and agrees that, pursuant to the amendment provisions of each Stockholder Agreement, this Amendment shall be binding upon all parties to the Stockholder Agreements, including those who have not executed this Amendment, and all such parties shall be deemed to have consented to this Amendment to the extent permitted by the terms of each Stockholder Agreement.
8. Survival. The provisions of Section 2 (Ratification), Section 3 (No Other Amendments; Confirmation), Section 4 (Representations), and Section 5 (Release) of this Amendment shall survive any termination of this Amendment or the Stockholder Agreements.
9. Counterparts. This Amendment 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. Signatures to this Amendment transmitted by facsimile transmission, by electronic mail in “portable document format” (.pdf) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, shall have the same effect as physical delivery of the paper document bearing the original signature.
10. Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to principles of conflicts of law thereof.
11. Entire Amendment. This Amendment constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, both oral and written, among the parties with respect to such subject matter.
[Remainder of Page Left Intentionally Blank; Signature Pages Follow]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above.
| CORPORATION: | ||
| MOBILEWALLA HOLDCO, INC. | ||
| By: | /s/ Anindya Datta | |
| Name: | Anindya Datta | |
| Title: | Chief Executive Officer | |
| PREFERRED STOCKHOLDERS: | ||
| 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 | |
| Shares Held: | 7,850,638 shares of Series B Preferred Stock (66.74% of class) | |
| 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 | |
| Shares Held: | 147,855 shares of Series B Preferred Stock (1.26% of class) | |
[Signature Page to Omnibus Amendment to Stockholder Agreements]
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) | ||
| COMMON STOCKHOLDERS: | ||
| /s/ Anindya Datta | ||
| Anindya Datta, individually | ||
| Shares Held: | 5,932,396 shares of Common Stock (39.98% of class) | |
| /s/ Jay D. Clark | ||
| Jay D. Clark, individually | ||
| Shares Held: | 1,594,270 shares of Common Stock (10.75% of class) | |
[Signature Page to Omnibus Amendment to Stockholder Agreements]