Exhibit 10.27


 


Privileged and Confidential


 


*** Portions
of this exhibit have been omitted in accordance with Item 601(b)(2) or 601(b)(10) of Regulation S-K.
The omitted information is not material and would likely cause competitive harm to the registrant if publicly disclosed. 


 


AMENDMENT NO. 1 TO

ALLSPARK USAGE AGREEMENT


 


This Amendment No. 1 (“Amendment”)
is made effective from April 1, 2020 (the “Amendment Effective Date”) to the Allspark Usage Agreement effective January
1, 2020 (“Allspark Agreement”) by and between Near Pte. Ltd., located at 3 Temasek Avenue, Level 18-01, Centennial
Tower, Singapore 039190 (“Company”) and MobileFuse, LLC, including itself and all its affiliates, having its
office address at 25 East 21st Street, 10th Floor, New York, NY 10010 (“Customer”). Amendment and the Allspark Agreement
are collectively referred to as the “Agreement”.


 


RECITALS


 


		A.	WHEREAS, the Company and the Customer entered into the Allspark Agreement, which sets forth the terms
and conditions under which, Company is providing access to Allspark and Targeting Platform to the Customer.



 


		B.	WHEREAS, the Company and the Customer desire to modify and amend the Allspark Agreement as set forth below.



 


NOW, THEREFORE, in consideration of the mutual
promises set forth herein, and other good and valuable consideration, the sufficiency of which is hereby acknowledged by each party, the
Company and the Customer hereby agree as follows:


 


AMENDMENT


 


		1.	Definitions. Unless otherwise expressly defined in this Amendment, all capitalized terms herein
shall have the meaning ascribed to them in the Allspark Agreement.



 


		2.	Amendment to the Allspark Agreement. Parties hereby agree to amend the Allspark Agreement in the
manner provided herein:



 


		2.1	Section 1 of the Allspark Agreement is deleted in its entirety and replaced with the following:



 


“1. ***


 


It is mutually agreed between the
parties that there is *** between the parties and *** is appointing *** as one it’s *** for its advertising products - Allspark,
*** and *** in the territory of ***. It is agreed between the parties that the Customer is not required to make payment of the Fees for
the period between the *** and upto the *** (as defined in ***) (“Trial Period”) and either Party can cancel the Agreement
during the Trial Period without any compensation.”


 






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Privileged and Confidential


 


		2.2	The last paragraph of Exhibit B will be replaced with the following:



 


“The parties
agree that the go-live date on which the Company will make the above product features available is April 1, 2021 (“Go-Live Date”).


 


		3.	Continued Effect; Conflicts. Except as expressly amended by this Amendment, all terms and conditions
of the Allspark Agreement remain unchanged and will continue in full force and effect. In the event of any conflict between the terms
set forth in this Amendment and the terms set forth in the Allspark Agreement, the terms of this Amendment will govern.



 


		4.	Counterparts; Facsimiles. This Amendment may be executed in multiple counterparts, each of which
will be deemed an original, but all of which taken together will constitute one and the same instrument. To expedite the process of entering
into this Amendment, the parties acknowledge that copies of the Amendment (including, without limitation, copies of any signatures) that
are reproduced or transmitted via electronically receipted facsimile or electronic mail transmission will be equivalent to original documents
until such time (if any) as original documents are completely executed and delivered. Notwithstanding the foregoing, at either party’s
option, the parties will deliver to one another original executed copies of this Amendment as promptly as possible after request by either
party.



 


IN WITNESS WHEREOF, the parties have executed
this Amendment as of the Amendment Effective Date.


 


	Near Pte. Ltd.	 	MobileFuse, LLC
	 	 	 
	By:	/s/ Anil Mathews	 	By:	/s/ Kenneth Harlan
	Name: 	Anil Mathews	 	Name: 	Kenneth Harlan
	Title:	Founder & CEO	 	Title:	Founder & CEO



 


 


 


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