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”.
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.
FORM OF SPONSOR LOCK-UP AGREEMENTForm of Sponsor Lock-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.
