AMENDMENT NO. 1 TO
BUSINESS COMBINATION AGREEMENT
This Amendment No. 1 to Business Combination Agreement (this “Amendment”) is made and entered into as of October 15, 2026, by and among SPACSphere Acquisition Corp., a Cayman Islands exempted company (“Acquiror”), SPACSphere Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Acquiror (“Merger Sub”), and Mobilewalla Holdco, Inc., a Delaware corporation (the “Company”). Acquiror, Merger Sub and the Company are referred to herein collectively as the “Parties” and each, individually, as a “Party”. Capitalized terms used but not otherwise defined in this Amendment have the respective meanings given to them in the Business Combination Agreement (as defined below).
RECITALS
WHEREAS, the Parties are parties to that certain Business Combination Agreement, dated as of May 29, 2026 (as amended, restated, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), pursuant to which, among other things, Acquiror will domesticate as a Delaware corporation and Merger Sub will merge with and into the Company, with the Company surviving the Merger as a wholly owned Subsidiary of Acquiror;
WHEREAS, Section 2.05(a) of the Business Combination Agreement, as originally executed, provides that, effective as of the Closing, the Acquiror Board shall consist of five (5) directors, divided into three classes, comprising one director designated by the Company (designated therein as Anindya Datta), one director designated by Acquiror (designated therein as Bala Padmakumar), and three Independent Directors designated by the Company;
WHEREAS, the Parties have determined that it is in the best interests of the Parties and their respective securityholders to increase the size of the Acquiror Board, effective as of the Closing, from five (5) directors to seven (7) directors, and to allocate the right to designate the additional directors as set forth herein;
WHEREAS, the Parties intend that, as so amended, the Company shall have the right to designate two (2) directors who are not required to qualify as independent under applicable SEC or Nasdaq requirements, that Acquiror shall continue to have the right to designate one (1) director, and that the Company shall have the right to designate four (4) Independent Directors;
WHEREAS, the Parties further desire to conform the closing conditions set forth in Section 8.02(h) and Section 8.03(d) of the Business Combination Agreement, which cross-reference Section 2.05 in identifying the directors who are not required to deliver written resignations effective as of the Closing Date, to the seven-member Acquiror Board contemplated by this Amendment; and
WHEREAS, Section 9.04 of the Business Combination Agreement provides that the Business Combination Agreement may be amended in whole or in part in writing by the Parties at any time prior to the Effective Time, and may not be amended except by an instrument in writing signed by each of the Parties.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements set forth herein, and intending to be legally bound hereby, the Parties hereby agree as follows: