SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 9th, 2024 • Phunware, Inc. • Services-computer processing & data preparation • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 7, 2024, between Phunware, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 2nd, 2019 • Phunware, Inc. • Services-computer processing & data preparation
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 26, 2018, between Phunware Inc., a Delaware corporation (“Phunware,” as the successor entity to Stellar Acquisition III Inc., a Republic of Marshall Islands corporation (“Stellar”), following the Conversion (as hereinafter defined) of Stellar into a Delaware corporation (Phunware Inc.) in accordance with the applicable provisions of The Republic of the Marshall Islands Associations Law, as amended, and the applicable provisions of the Delaware General Corporation Law and in connection with the Merger (as hereinafter defined), the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
6,500,000 Units Stellar Acquisition III Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • August 24th, 2016 • Stellar Acquisition III Inc. • Blank checks • New York
The undersigned, Stellar Acquisition III Inc., a Marshall Islands company (“Company”), hereby confirms its agreement with Maxim Group LLC (hereinafter referred to as “you”, “Maxim”, or as the “Representative”) and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), as follows:
and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of August 18, 2016Warrant Agreement • August 24th, 2016 • Stellar Acquisition III Inc. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of August 18, 2016, is by and between Stellar Acquisition III Inc., a Marshall Islands corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
PHUNWARE, INC. PRE-FUNDED COMMON STOCK PURCHASE WARRANTPhunware, Inc. • January 23rd, 2024 • Services-computer processing & data preparation • New York
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Phunware, Inc. a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 24th, 2016 • Stellar Acquisition III Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 18, 2016, is made and entered into by and among Stellar Acquisition III Inc., a Marshall Islands corporation (the “Company”), Astra Maritime Corp., Dominium Investments Inc., Magellan Investments Corp. and Firmus Investments Inc. (the “Sponsors”), and the undersigned parties listed under Holders on the signature page hereto (each such party, together with the Sponsors and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
PHUNWARE, INC. Common Stock (par value $0.0001 per share) At Market Issuance Sales AgreementPhunware, Inc. • February 1st, 2022 • Services-computer processing & data preparation • New York
Phunware, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Agent”) as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 23rd, 2020 • Phunware, Inc. • Services-computer processing & data preparation • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 19, 2020, is by and among Phunware, Inc., a Delaware corporation with offices located at 7800 Shoal Creek Blvd, Suite 230-S, Austin, Texas 78757 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 23rd, 2020 • Phunware, Inc. • Services-computer processing & data preparation • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 20, 2020, is by and among Phunware, Inc., a Delaware corporation with offices located at 7800 Shoal Creek Blvd, Suite 230-S, Austin, Texas 78757 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).
PURCHASE AGREEMENTPurchase Agreement • August 23rd, 2023 • Phunware, Inc. • Services-computer processing & data preparation • New York
PURCHASE AGREEMENT (the “Agreement”), dated as of August 22, 2023, by and between PHUNWARE, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).
PHUNWARE, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • November 6th, 2018 • Stellar Acquisition III Inc. • Services-computer processing & data preparation • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of , and is between Phunware, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
INDEMNITY AGREEMENTIndemnity Agreement • August 2nd, 2016 • Stellar Acquisition III Inc. • Blank checks • Marshall Islands
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of _________, 2016, by and between STELLAR ACQUISITION III INC., a corporation incorporated under the laws of the Republic of the Marshall Islands (the “Company”), and ___________ (“Indemnitee”).
11,111,111 Shares1 Phunware, Inc. Common Stock, $0.0001 par value per share UNDERWRITING AGREEMENTUnderwriting Agreement • February 16th, 2021 • Phunware, Inc. • Services-computer processing & data preparation • New York
Phunware, Inc., a Delaware corporation (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 11,111,111 shares (the “Firm Shares”) of Common Stock, $0.0001 par value per share (the “Common Stock”), of the Company. The Firm Shares consist of authorized but unissued shares of Common Stock to be issued and sold by the Company. The Company also has granted to the Underwriters an option to purchase up to 1,666,666 additional shares of Common Stock on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Purchase Agreement are herein collectively called the “Securities”. Notwithstanding anything to the contrary herein, the number of shares of the Securities shall not exceed 19.9% of the issued and outstanding securities prior to the offering.
WARRANT TO PURCHASE SHARES OF SERIES F PREFERRED STOCK AND PHUNCOINSStellar Acquisition III Inc. • October 2nd, 2018 • Services-computer processing & data preparation • California
THIS CERTIFIES THAT, for value received, «Stockholder», or its registered assigns (the “Holder”), is entitled, subject to the provisions and upon the terms and conditions set forth herein, to both (i) purchase shares of the Company’s Series F Preferred Stock, $0.001 par value per share (the “Shares”), and (ii) receive units of PhunCoins (as defined below) of Phunware, Inc., a Delaware corporation (the “Company”), in the amounts, at such times and at the price per share set forth in Section 1. The term “Warrant” as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein. This Warrant is issued in connection with the transactions described in the Series F Preferred Stock Purchase Agreement, dated as of December 18, 2015, as amended October 25, 2016, by and among the Company and the purchasers described therein (the “Purchase Agreement”). This Warrant is one of a series of warrants relating to both (i) the purchase of share
AGREEMENT AND PLAN OF MERGER by and amongAgreement and Plan of Merger • February 28th, 2018 • Stellar Acquisition III Inc. • Blank checks • New York
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of February 27, 2018 by and among (i) Stellar Acquisition III Inc., a Republic of Marshall Islands corporation (together with its successors, including the Successor (as defined below) after the Conversion (as defined below), the “Purchaser”), (ii) STLR Merger Subsidiary Inc., a Delaware corporation and a wholly-owned subsidiary of the Purchaser (“Merger Sub”), and (iii) Phunware, Inc., a Delaware corporation (the “Company”). The Purchaser, Merger Sub, and the Company are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.
Note Purchase AgreementNote Purchase Agreement • July 8th, 2022 • Phunware, Inc. • Services-computer processing & data preparation • Utah
This Note Purchase Agreement (this “Agreement”), dated as of July 6, 2022, is entered into by and between Phunware, Inc., a Delaware corporation (“Company”), and Streeterville Capital, LLC, a Utah limited liability company, its successors and/or assigns (“Investor”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 23rd, 2023 • Phunware, Inc. • Services-computer processing & data preparation • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 21, 2023, by and between PHUNWARE, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Investor”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
SECOND AMENDED AND RESTATED INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 24th, 2018 • Stellar Acquisition III Inc. • Services-computer processing & data preparation • New York
This Second Amended and Restated Investment Management Trust Agreement (this “Agreement”) is made effective as of August 23, 2018 by and between Stellar Acquisition III Inc., a Marshall Islands corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
UNIT PURCHASE OPTION FOR THE PURCHASE OF 130,000 UNITS OFStellar Acquisition III Inc. • August 15th, 2016 • Blank checks • New York
FORM OF VOTING AGREEMENTForm of Voting Agreement • February 28th, 2018 • Stellar Acquisition III Inc. • Blank checks • New York
This Voting Agreement (this “Agreement”) is made as of ___, 2018 by and among (i) Stellar Acquisition III Inc., a Republic of Marshall Islands corporation (together with its successors, including the Successor after the Conversion (as such terms are defined in the Merger Agreement, defined below), the “Purchaser”), (ii) Phunware, Inc., a Delaware corporation (the “Company”), and (iii) the undersigned stockholder (“Holder”) of the Company. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.
PHUNWARE, INC. STOCK OPTION AGREEMENTStock Option Agreement • April 29th, 2019 • Phunware, Inc. • Services-computer processing & data preparation • Texas
Unless otherwise defined herein, the terms defined in the Phunware, Inc. 2018 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Stock Option Agreement, which includes the Notice of Stock Option Grant (the “Notice of Grant”), the Terms and Conditions of Stock Option Grant attached hereto as Exhibit A, the Exercise Notice attached hereto as Exhibit B, and all other exhibits and appendices attached hereto (all together, the “Option Agreement”).
PHUNWARE, INC. AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2023 • Phunware, Inc. • Services-computer processing & data preparation • Texas
This Amended and Restated Employment Agreement (the “Agreement”) is entered into effective as of April 18, 2022 (the “Effective Date”), by and between Phunware, Inc. (the “Company”), and Matt Lull (“Executive”).
PHUNWARE, INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • April 29th, 2019 • Phunware, Inc. • Services-computer processing & data preparation • Texas
Unless otherwise defined herein, the terms defined in the Phunware, Inc. 2018 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Award Agreement including the Notice of Grant of Restricted Stock Units (the “Notice of Grant”), the Terms and Conditions of Restricted Stock Unit Grant, and the appendices and exhibits attached thereto (all together, the “Award Agreement”).
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • February 28th, 2018 • Stellar Acquisition III Inc. • Blank checks • New York
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of ___, 2018 by and between (i) Stellar Acquisition III Inc., a Republic of Marshall Islands corporation, which will be known after the consummation of the transactions contemplated by the Merger Agreement (as defined below) as “Phunware, Inc.” (including any successor entity thereto, including the Successor after the Conversion (as such terms are defined in the Merger Agreement), the “Purchaser”), and (ii) the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • February 9th, 2024 • Phunware, Inc. • Services-computer processing & data preparation • New York
Stellar Acquisition III Inc. Maroussi 15125 Athens, GreeceLetter Agreement • July 28th, 2016 • Stellar Acquisition III Inc. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) proposed to be entered into by and between Stellar Acquisition III Inc., a Marshall Islands corporation (the “Company”), and Maxim Group LLC, as representative of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 8,000,000 of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant (each, a “Warrant”). Each Warrant entitles the holder thereof to purchase one share of the Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commission”) and the C
Stellar Acquisition III Inc. Maroussi 15125 Athens, GreeceLetter Agreement • August 24th, 2016 • Stellar Acquisition III Inc. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) proposed to be entered into by and between Stellar Acquisition III Inc., a Marshall Islands corporation (the “Company”), and Maxim Group LLC, as representative of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 6,500,000 of the Company’s units (the “Units”), each Unit comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant (each, a “Warrant”). Each Warrant entitles the holder thereof to purchase one share of the Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commission”) and
CONFIDENTIAL EXECUTIVE EMPLOYMENT AGREEMENTConfidential Executive Employment Agreement • October 26th, 2023 • Phunware, Inc. • Services-computer processing & data preparation • Texas
This CONFIDENTIAL EXECUTIVE EMPLOYMENT AGREEMENT dated as of October 25, 2023 (this “Agreement”) is entered into by and between Mike Snavely (“Executive”) and Phunware, Inc., a Delaware corporation (the “Company”). Executive and the Company are referred to herein individually as a “Party” and, collectively, as the “Parties.”
EXECUTION COPY SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of July 14, 2020, is by and among Phunware, Inc., a Delaware corporation with offices located at 7800 Shoal Creek Blvd, Suite 230-S, Austin,...Execution Copy Securities Purchase Agreement • July 16th, 2020 • Phunware, Inc. • Services-computer processing & data preparation • New York
PHUNWARE, Inc. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT December 18, 2015, as amended on October 25, 2016 and December 21, 2018 PHUNWARE, Inc. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • February 5th, 2019 • Phunware, Inc. • Services-computer processing & data preparation • Delaware
This Amended and Restated Investor Rights Agreement (this “Agreement”) is made as of December 18, 2015, as amended on October 25, 2016 and December 21, 2018, by and among Phunware, Inc., a Delaware corporation (the “Company”), and the persons and entities (each, an “Investor” and collectively, the “Investors”) listed on Exhibit A hereto. Unless otherwise defined herein, capitalized terms used in this Agreement have the meanings ascribed to them in Section 1.
LEASE AGREEMENT BETWEENLease Agreement • March 18th, 2022 • Phunware, Inc. • Services-computer processing & data preparation
THIS LEASE AGREEMENT (“Lease”) is dated this day of , 2022, between JONSSON ATX WAREHOUSE, LLC, a Texas limited liability company (“Landlord”) and PHUNWARE INC., a Delaware corporation (“Tenant”). The following capitalized and bold faced terms, which have been placed at the beginning of this Lease for convenience, shall have the meaning set forth below.
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • September 30th, 2022 • Phunware, Inc. • Services-computer processing & data preparation • Texas
This Amendment No. 1 to Employment Agreement (this “Amendment”), dated as of September 27, 2022, is entered into by and between Phunware, Inc. (the “Company”) and Matt Aune (“Executive”).
FORM OF SPONSOR VOTING AGREEMENTForm of Sponsor Voting Agreement • February 28th, 2018 • Stellar Acquisition III Inc. • Blank checks • New York
This Voting Agreement (this “Agreement”) is made as of February 27, 2018 by and among (i) Stellar Acquisition III Inc., a Republic of Marshall Islands corporation (together with its successors, including the Successor after the Conversion (as such terms are defined in the Merger Agreement, defined below), the “Purchaser”), (ii) Phunware, Inc., a Delaware corporation (the “Company”), and (iii) the undersigned stockholder (“Holder”) of the Purchaser. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.
DocuSign Envelope ID: F32E88BC-4608-425B-A72B-F97928691E01 STANDARD OFFICE LEASE BY AND BETWEEN BRE CA OFFICE OWNER LLC, a Delaware limited liability company, AS LANDLORD, AND PHUNWARE, INC., a Delaware corporation, AS TENANT SUITE 150 16845 Von...Phunware, Inc. • August 13th, 2019 • Services-computer processing & data preparation • California
SECOND AMENDED AND RESTATED SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • August 15th, 2016 • Stellar Acquisition III Inc. • Blank checks • Marshall Islands
THIS SECOND AMENDED AND RESTATED SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of August 12, 2016 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Stellar Acquisition III Inc., a Republic of Marshall Islands company (the “Company”), and each of the purchasers that are signatories hereto (each, a “Purchaser” and collectively, the “Purchasers”).
