Exhibit 10.37

FIRST AMENDMENT TO LEASE

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

WITNESSETH:

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

WHEREAS, the Lease Term is scheduled to expire on September 30, 2026, and the parties desire to extend the Lease Term to September 30, 2029; and

WHEREAS, Landlord and Tenant desire to evidence such extension of the Lease Term and to amend certain other terms and conditions of the Existing Lease by means of this Amendment.

NOW, THEREFORE, in consideration of Ten and No/100 Dollars ($10.00), the mutual covenants contained herein, and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the Existing Lease is hereby amended, and the parties hereto do hereby agree as follows:

1. Recitals; Capitalized Terms. The recitals set forth herein above are incorporated herein as if restated in their entireties. All capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Existing Lease.

2. Extension of Lease Term. The Lease Term is hereby extended for a period of thirty-six (36) months (the “Extension Term”) commencing on October 1, 2026 and expiring at 11:59 p.m. on September 30, 2029, unless sooner terminated pursuant to the terms of the Lease. All references in the Lease to the “Lease Term” shall hereafter be deemed to include the Extension Term. Tenant shall remain subject to all the terms and conditions of the Lease during the Extension Term.

3. Base Rent. During the Extension Term, Base Rent for the Premises shall be as follows:

 

Period

   Annual
Rate/RSF
     Total Annual
Base Rent
     Monthly
Base Rent
 

10/01/2026 – 09/30/2027

   $ 32.50      $ 177,515.04      $ 14,792.92  

10/01/2027 – 09/30/2028

   $ 33.48      $ 182,867.76      $ 15,238.98  

10/01/2028 – 09/30/2029

   $ 34.48      $ 188,329.80      $ 15,694.15  

 

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Notwithstanding the foregoing rental schedule, Tenant shall be entitled to an abatement of Base Rent and Tenant’s Proportionate Share of Operating Expenses (the “Extension Abatement”) during the following months of the Extension Term: October, November and December 2026; October and November 2027; and October and November 2028 (collectively, the “Extension Abatement Period”). In the event of a monetary default by Tenant under the Lease during the Lease Term beyond any applicable notice and cure periods, such Extension Abatement shall be amortized on a straight-line basis and the unamortized portion of the Extension Abatement shall become immediately due and payable.

4. Additional Rent. Tenant shall continue to pay, as additional rent, Tenant’s Proportionate Share of Operating Expenses during the Lease Term, as extended by the Extension Term, in accordance with the terms of the Existing Lease, together with all other sums due and payable under the Lease.

5. Acceptance of Premises. Tenant hereby accepts the Premises in its “AS IS,” “WHERE IS” condition, WITH ALL FAULTS, and without any representations or warranties (express or implied) whatsoever, during the Lease Term, as extended by the Extension Term, and acknowledges and agrees Landlord shall have no obligation to construct any tenant improvements to the Premises, or make any alterations or additions thereto, and Landlord shall have no obligation to provide any tenant improvement allowance, credit, set-off, or other concession to Tenant.

6. Force Majeure. Section 8 of the Original Lease is hereby deleted in its entirety and replaced with the following:

8. FORCE MAJEURE. In the event that either party hereto shall be delayed or hindered in or prevented from the performance of any act required hereunder by causes beyond such party’s control (whether foreseen or unforeseen), including, without limitation, strikes, lockouts, labor troubles, inability to procure materials or building permits, failure of power, restrictive government laws or regulations, riots, insurrection, war, permitting or inspection delays, pandemics, epidemics, endemics, public health emergencies or other reasons other than finance beyond the reasonable control of Landlord or Tenant, as the case may be, whether or not related to the foregoing enumerated causes, in any event which is not the fault of the party delayed in performing work or doing acts required under the terms of this Lease, such party’s sole and exclusive remedy under this Lease, at law and in equity shall be that the performance of such act shall be excused for the period of the delay and the period for the performance of any such act shall be extended for a period equivalent to the period of the delay. The provisions of this Section 8 shall not cancel, postpone, or delay the due date of any payment to be made by Tenant hereunder, nor operate to excuse Tenant from prompt payment of any Rent required by the terms of this Lease, and Tenant further acknowledges and agrees that supervening events which render performance for Tenant unprofitable, less profitable or more difficult shall not excuse Tenant from the timely payment of Rent or any other amount due under this Lease.”

 

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7. Landlord’s Addresses.

(a) Landlord’s Notice Address. From and after the date hereof and notwithstanding anything to the contrary in the Lease, the parties acknowledge that Landlord’s current addresses for notices under the Lease are as follows:

Trackside Partners, LLC

c/o Parkside Partners

Attention: Property Manager

1776 Peachtree St., NW

Suite 200S

Atlanta, GA 30309

Email Address: cbickerton@parksidepartners.com

With a copy to:

Sheley, Hall & Williams, P.C.

Attention: Laura C. Hall, Esq.

303 Peachtree Street, N.E.

Suite 4440

Atlanta, GA 30308

Email Address: laura@sheleyhall.com

(b) Landlords Rent Payment Address. From and after the date hereof, any Rent payable to Landlord by Tenant shall be sent by ACH payment to Landlord with such instructions to be provided by Landlord upon request from Tenant. Landlord shall have the right to change the ACH Payment Instructions from time to time upon not less than thirty (30) days’ notice to Tenant.

8. Prior Rights. Notwithstanding anything in the Lease to the contrary, all renewal options (including, without limitation, Special Stipulation No. 1 of Exhibit “E” to the Original Lease), expansion options, rights of first refusal (including, without limitation, Special Stipulation No. 4 of Exhibit “E” to the Original Lease), rights of first offer, termination or contraction rights or options (including, without limitation, Special Stipulation No. 5 of Exhibit “E” to the Original Lease), rental concessions, allowances and other similar options or rights afforded to Tenant under the Existing Lease (if any) are of no further force or effect.

9. Brokers. Tenant represents and warrants to Landlord that neither it nor its officers or agents nor anyone acting on its behalf has dealt with any real estate broker other than Parkside Partners, LLC, which represented Landlord, and Cresa, LLC, which represented Tenant, in the negotiating and making of this Amendment, and Tenant agrees to indemnify, defend and hold Landlord, its agents, employees, partners, directors, shareholders and independent contractors harmless from all liabilities, costs, demands, judgments, settlements, claims, and losses, including reasonable attorneys’ fees and costs, incurred by Landlord in conjunction with any such claim or claims of any other broker or brokers claiming to have interested Tenant in the Building or the Premises or claiming to have caused Tenant to enter into this Amendment.

 

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10. Authority. The person signing this Amendment on behalf of Tenant hereby represents and warrants that (i) he/she is authorized to execute this Amendment on behalf of Tenant, (ii) he/she possesses the requisite power and authority to bind Tenant to the terms and provisions hereof, (iii) Tenant has taken all actions necessary to authorize the execution, delivery and performance of this Amendment by Tenant, and (iv) Tenant has been duly organized and is qualified or authorized to do business in the State in which the Building is located. Furthermore, Tenant agrees to take any and all necessary action to keep its existence as an entity in good standing throughout the Lease Term, as extended herein, in the State in which Tenant has been organized as well as to remain qualified to do business within the State in which the Building is located.

11. No Defaults. Tenant hereby agrees that there are, as of the date hereof, regardless of the giving of notice or the passage of time, or both, no defaults or breaches on the part of Landlord or Tenant under the Lease.

12. Headings. The headings used herein are provided for convenience only and are not to be considered in construing this Amendment.

13. Entire Agreement. This Amendment represents the entire agreement between the parties with respect to the subject matter hereof. Landlord and Tenant agree that there are no collateral or oral agreements or understandings between them with respect to the Premises or the Building other than the Existing Lease and this Amendment. This Amendment supersedes all prior negotiations, agreements, letters or other statements with respect to the matters addressed herein.

14. Binding Effect. This Amendment shall not be valid and binding on Landlord and Tenant unless and until it has been completely executed by and delivered to both parties.

15. Counterparts; Delivery. This Amendment may be executed in multiple counterparts, all of which together shall constitute one and the same original instrument. Electronic signatures to this Amendment, whether digital or encrypted (including, without limitation, .pdf scan copies, DocuSign signatures and similar formats) as executed by the parties, and regardless of the form of delivery (including but not limited to electronic delivery), shall be deemed and treated as executed originals for all purposes.

16. Confirmation of Lease. Except as expressly amended and modified by this Amendment, the Existing Lease shall otherwise remain unmodified and in full force and effect, and the parties hereto hereby ratify and confirm the same. To the extent of any inconsistency between the Existing Lease and this Amendment, the terms of this Amendment shall control.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK;

SIGNATURES BEGIN ON THE FOLLOWING PAGE]

 

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IN WITNESS WHEREOF, the undersigned parties have duly executed this Amendment under seal as of the day and year first above written.

 

LANDLORD:

TRACKSIDE PARTNERS, LLC,

a Georgia limited liability company

By:  

/s/ Joshua Harrison

Name:  

Joshua Harrison

Title:  

President & CEO

[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]

 

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[SIGNATURES CONTINUED FROM PREVIOUS PAGE]

 

TENANT:

MOBILEWALLA, INC.,

a Delaware corporation

By:  

/s/ Jay Clark

Name:  

Jay Clark

Title:  

COO & Founder

 

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