Exhibit 10.2


 


FORM
OF SPONSOR VOTING AGREEMENT


 


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.


 


WHEREAS,
on or about the date hereof, the Purchaser, the Company, and STLR Merger Subsidiary Inc., a Delaware corporation and a wholly-owned
subsidiary of the Purchaser (“Merger Sub”), entered into that certain Agreement and Plan of Merger (as
amended from time to time in accordance with the terms thereof, the “Merger Agreement”), pursuant to
which Merger Sub will merge with and into the Company, with the Company continuing as the surviving entity (the “Merger”),
and as a result of which, among other matters, all of the issued and outstanding capital stock of the Company as of the Effective
Time shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, in exchange for the Stockholder
Merger Consideration as set forth in the Merger Agreement, all upon the terms and subject to the conditions set forth in the Merger
Agreement and in accordance with the applicable provisions of the DGCL;


 


WHEREAS,
the Board of Directors of the Purchaser has (a) approved and declared advisable the Merger Agreement, the Ancillary Documents,
the Merger and the other transactions contemplated by any such documents (collectively, the “Transactions”),
(b) determined that the Transactions are fair to and in the best interests of the Purchaser and its stockholders (the “Purchaser
Stockholders”) and (c) recommended the approval and the adoption by each of the Purchaser Stockholders of the Merger
Agreement, the Ancillary Documents, the Merger and the other Transactions;


 


WHEREAS,
as a condition to the willingness of the Company to enter into the Merger Agreement, and as an inducement and in consideration
therefor, and the expenses and efforts to be undertaken by the Purchaser and the Company to consummate the Transactions, the Purchaser,
the Company and Holder desire to enter into this Agreement in order for Holder to provide certain assurances to the Company regarding
the manner in which Holder is bound hereunder to vote any shares of capital stock of the Purchaser which Holder beneficially owns,
holds or otherwise has voting power (the “Shares”) during the period from and including the date hereof
through and including the date on which this Agreement is terminated in accordance with its terms (the “Voting Period”)
with respect to the Merger Agreement, the Merger, the Ancillary Documents and the Transactions.


 


NOW,
THEREFORE, in consideration of the premises set forth above, which are incorporated in this Agreement as if fully set forth
below, and intending to be legally bound hereby, the parties hereby agree as follows:


 


1.
Covenant to Vote in Favor of Transactions. Holder agrees, with respect to all of the Shares:


 


(a)
during the Voting Period, at each meeting of the Purchaser Stockholders or any class or series thereof, and in each written consent
or resolutions of any of the Purchaser Stockholders in which Holder is entitled to vote or consent, Holder hereby unconditionally
and irrevocably agrees to be present for such meeting and vote (in person or by proxy), or consent to any action by written consent
or resolution with respect to, as applicable, the Shares (i) in favor of, and adopt, the Merger, the Merger Agreement, the Ancillary
Documents, any amendments to the Purchaser’s Organizational Documents, and all of the other Transactions (and any actions
required in furtherance thereof), (ii) in favor of the other matters set forth in the Merger Agreement, and (iii) to vote the
Shares in opposition to: (A) any Acquisition Proposal and (B) any other action or proposal involving the Purchaser that is intended,
or would reasonably be expected, to prevent, impede, interfere with, delay or adversely affect in any material respect the Transactions
or would reasonably be expected to result in any of the conditions to the Closing under the Merger Agreement not being fulfilled;


 






     

     


    

 


(b)
to execute and deliver all related documentation and take such other action in support of the Merger, the Merger Agreement, any
Ancillary Documents and any of the Transactions as shall reasonably be requested by the Company or the Purchaser in order to carry
out the terms and provision of this Section 1, including, without limitation, (i) any actions by written consent of the
Purchaser Stockholders presented to Holder with respect to the matters in Section 1(a), and (ii) any applicable Ancillary
Documents, and any consent, waiver, governmental filing, and any similar or related documents;


 


(c)
not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any Shares owned by Holder
or his/her/its Affiliates in a voting trust or subject any Shares to any arrangement or agreement with respect to the voting of
such Shares, unless specifically requested to do so by the Company and the Purchaser in connection with the Merger Agreement,
the Ancillary Documents and any of the Transactions; and


 


(d)
except as contemplated by the Merger Agreement or the Ancillary Documents, make, or in any manner participate in, directly or
indirectly, a “solicitation” of “proxies” or consents (as such terms are used in the rules of the SEC)
or powers of attorney or similar rights to vote, or seek to advise or influence any Person with respect to the voting of, any
shares of the Purchaser capital stock in connection with any vote or other action with respect to the Transactions, other than
to recommend that stockholders of the Purchaser vote in favor of adoption of the Merger Agreement and the Transactions and any
other proposal the approval of which is a condition to the obligations of the parties under the Merger Agreement (and any actions
required in furtherance thereof and otherwise as expressly provided by Section 1 of this Agreement).


 


2.
Grant of Proxy. Holder, with respect to all of the Shares, hereby irrevocably grants to, and appoints, the Company
and any designee of the Company (determined in the Company’s sole discretion) as Holder’s attorney-in-fact and proxy,
with full power of substitution and resubstitution, for and in Holder’s name, to vote, or cause to be voted (including by
proxy or written consent, if applicable) any Shares owned (whether beneficially or of record) by Holder. The proxy granted by
Holder pursuant to this Section 2 is irrevocable and is granted in consideration of the Company entering into this Agreement
and the Merger Agreement and incurring certain related fees and expenses. Holder hereby affirms that such irrevocable proxy is
coupled with an interest by reason of the Merger Agreement and, except upon the termination of this Agreement in accordance with
Section 5(a), is intended to be irrevocable. Holder agrees, until this Agreement is terminated in accordance with Section
5(a), to vote its Shares in accordance with Section 1 above.


 


3.
Other Covenants. 


 


(a)
No Transfers. Holder agrees that during the Voting Period it shall not, and shall cause its Affiliates not to, without
the Company’s prior written consent, (A) offer for sale, sell (including short sales), transfer, tender, pledge, encumber,
assign or otherwise dispose of (including by gift) (collectively, a “Transfer”), or enter into any contract,
option, derivative, hedging or other agreement or arrangement or understanding (including any profit-sharing arrangement) with
respect to, or consent to, a Transfer of, any or all of the Shares; (B) grant any proxies or powers of attorney with respect to
any or all of the Shares; (C) permit to exist any lien of any nature whatsoever (other than those imposed by this Agreement, applicable
securities Laws or the Purchaser’s Organizational Documents, as in effect on the date hereof) with respect to any or all
of the Shares; or (D) take any action that would have the effect of preventing, impeding, interfering with or adversely affecting
Holder’s ability to perform its obligations under this Agreement. The Purchaser hereby agrees that it shall not permit any
Transfer of the Shares in violation of this Agreement. Holder agrees with, and covenants to, the Company that Holder shall not
request that the Purchaser register the Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing
any Shares during the term of this Agreement without the prior written consent of the Company, and the Purchaser hereby agrees
that it shall not effect any such Transfer.


 






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(b)
Permitted Transfers. Section 3(a) shall not prohibit a Transfer of Shares by Holder (i) to any family member or
trust for the benefit of any family member, (ii) to any stockholder, member or partner of Holder, if an entity, (iii) to any Affiliate
of Holder, or (iv) to any person or entity if and to the extent required by any non-consensual Order, by divorce decree or by
will, intestacy or other similar Applicable Law, so long as, in the case of the foregoing clauses (i), (ii), (iii) and (iv), the
assignee or transferee agrees to be bound by the terms of this Agreement and executes and delivers to the parties hereto a written
consent and joinder memorializing such agreement. During the term of this Agreement, the Purchaser will not register or otherwise
recognize the transfer (book-entry or otherwise) of any Shares or any certificate or uncertificated interest representing any
of Holder’s Shares, except as permitted by, and in accordance with, this Section 3(b).


 


(c)
Changes to Shares. In the event of a stock dividend or distribution, or any change in the shares of capital stock of the
Purchaser by reason of any stock dividend or distribution, stock split, recapitalization, combination, conversion, exchange of
shares or the like, the term “Shares” shall be deemed to refer to and include the Shares as well as all such stock
dividends and distributions and any securities into which or for which any or all of the Shares may be changed or exchanged or
which are received in such transaction. Holder agrees during the Voting Period to notify the Purchaser and the Company promptly
in writing of the number and type of any additional Shares acquired by Holder, if any, after the date hereof.


 


(d)
Registration Statement. During the Voting Period, Holder agrees to provide to the Purchaser, the Company and their respective
Representatives any information regarding Holder or the Shares that is reasonably requested by the Purchaser, the Company or their
respective Representatives for inclusion in the Registration Statement.


 


(e)
Publicity. Holder shall not issue any press release or otherwise make any public statements with respect to the Transactions
or the transactions contemplated herein without the prior written approval of the Company and the Purchaser. Holder hereby authorizes
the Company and the Purchaser to publish and disclose in any announcement or disclosure required by the SEC, Nasdaq or the Registration
Statement (including all documents and schedules filed with the SEC in connection with the foregoing), Holder’s identity
and ownership of the Shares and the nature of Holder’s commitments and agreements under this Agreement, the Merger Agreement
and any other Ancillary Documents.


 


4.
Representations and Warranties of Holder. Holder hereby represents and warrants to the Purchaser and the Company
as follows:


 


(a)
Binding Agreement. Holder (i) if a natural person, is of legal age to execute this Agreement and is legally competent to
do so and (ii) if not a natural person, is (A) a corporation, limited liability company, company or partnership duly organized
and validly existing under the laws of the jurisdiction of its organization and (B) has all necessary power and authority to execute
and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. If Holder
is not a natural person, the execution and delivery of this Agreement, the performance of its obligations hereunder and the consummation
of the transactions contemplated hereby by Holder has been duly authorized by all necessary corporate, limited liability or partnership
action on the part of Holder, as applicable. This Agreement, assuming due authorization, execution and delivery hereof by the
other parties hereto, constitutes a legal, valid and binding obligation of Holder, enforceable against Holder in accordance with
its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium
and other similar laws of general applicability relating to or affecting creditor’s rights, and to general equitable principles).
Holder understands and acknowledges that the Company is entering into the Merger Agreement in reliance upon the execution and
delivery of this Agreement by Holder.


 






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(b)
Ownership of Shares. As of the date hereof, Holder has beneficial ownership over the type and number of the Shares set
forth under Holder’s name on the signature page hereto, is the lawful owner of such Shares, has the sole power to vote or
cause to be voted such Shares, and has good and valid title to such Shares, free and clear of any and all pledges, mortgages,
encumbrances, charges, proxies, voting agreements, liens, adverse claims, options, security interests and demands of any nature
or kind whatsoever, other than those imposed by this Agreement, applicable securities Laws or the Purchaser’s Organizational
Documents, as in effect on the date hereof. There are no claims for finder’s fees or brokerage commission or other like
payments in connection with this Agreement or the transactions contemplated hereby payable by Holder pursuant to arrangements
made by Holder. Except for the Shares set forth under Holder’s name on the signature page hereto and the Holder’s
Purchaser Private Warrants, as of the date of this Agreement, Holder is not a beneficial owner or record holder of any: (i) equity
securities of the Purchaser, (ii) securities of the Purchaser having the right to vote on any matters on which the holders of
equity securities of the Purchaser may vote or which are convertible into or exchangeable for, at any time, equity securities
of the Purchaser or (iii) options, warrants or other rights to acquire from the Purchaser any equity securities or securities
convertible into or exchangeable for equity securities of the Purchaser.


 


(c)
No Conflicts. No filing with, or notification to, any Governmental Authority, and no consent, approval, authorization or
permit of any other person is necessary for the execution of this Agreement by Holder, the performance of its obligations hereunder
or the consummation by it of the transactions contemplated hereby. None of the execution and delivery of this Agreement by Holder,
the performance of its obligations hereunder or the consummation by it of the transactions contemplated hereby shall (i) conflict
with or result in any breach of the certificate of incorporation, bylaws or other comparable organizational documents of Holder,
if applicable, (ii) result in, or give rise to, a violation or breach of or a default under any of the terms of any Contract or
obligation to which Holder is a party or by which Holder or any of the Shares or its other assets may be bound, or (iii) violate
any applicable Law or Order, except for any of the foregoing in clauses (i) through (iii) as would not reasonably be expected
to impair Holder’s ability to perform its obligations under this Agreement in any material respect.


 


(d)
No Inconsistent Agreements. Holder hereby covenants and agrees that, except for this Agreement, Holder (i) has not entered
into, nor will enter into at any time while this Agreement remains in effect, any voting agreement or voting trust with respect
to the Shares inconsistent with Holder’s obligations pursuant to this Agreement, (ii) has not granted, nor will grant at
any time while this Agreement remains in effect, a proxy, a consent or power of attorney with respect to the Shares and (iii)
has not entered into any agreement or knowingly taken any action (nor will enter into any agreement or knowingly take any action)
that would make any representation or warranty of Holder contained herein untrue or incorrect in any material respect or have
the effect of preventing Holder from performing any of its material obligations under this Agreement. Notwithstanding anything
to the contrary contained in this Agreement, the Purchaser and the Company hereby acknowledge that the Shares are subject to certain
transfer restrictions and voting obligations (consistent with the obligations under this Agreement) under the letter agreement,
dated August 18, 2016 (the “Insider Letter”), between the Sponsors and the Purchaser.


 






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5.
Miscellaneous.


 


(a)
Termination. Notwithstanding anything to the contrary contained herein, this Agreement shall automatically terminate, and
none of the Purchaser, the Company or Holder shall have any rights or obligations hereunder, upon the earliest to occur of (i)
the mutual written consent of the Purchaser, the Company and Holder, (ii) the Effective Time (following the performance of the
obligations of the parties hereunder required to be performed at or prior to the Effective Time), and (iii) the date of termination
of the Merger Agreement in accordance with its terms. The termination of this Agreement shall not prevent any party hereunder
from seeking any remedies (at law or in equity) against another party hereto or relieve such party from liability for such party’s
breach of any terms of this Agreement. Notwithstanding anything to the contrary herein, the provisions of this Section 5(a)
shall survive the termination of this Agreement. 


 


(b)
Binding Effect; Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit
of the parties hereto and their respective permitted successors and assigns. This Agreement and all obligations of Holder are
personal to Holder and may not be assigned, transferred or delegated by Holder at any time without the prior written consent of
the Purchaser and the Company, and any purported assignment, transfer or delegation without such consent shall be null and void
ab initio.


 


(c)
Third Parties. Nothing contained in this Agreement or in any instrument or document executed by any party in connection
with the transactions contemplated hereby shall create any rights in, or be deemed to have been executed for the benefit of, any
person that is not a party hereto or thereto or a successor or permitted assign of such a party.


 


(d)
Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement
shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of law
principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any
state or federal court located in New York, New York (or in any appellate courts thereof) (the “Specified Courts”).
Each party hereto hereby (i) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising
out of or relating to this Agreement brought by any party hereto and (ii) irrevocably waives, and agrees not to assert by
way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the
above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient
forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced
in or by any Specified Court. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in
other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party irrevocably consents to the service
of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated
by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable
address set forth or referred to in Section 5(h). Nothing in this Section 5(d) shall affect the right
of any party to serve legal process in any other manner permitted by applicable law.


 


(e)
WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT
IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (i) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING
WAIVER AND (ii) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5(e).


 






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(f)
Interpretation. The titles and subtitles used in this Agreement are for convenience only and are not to be considered in
construing or interpreting this Agreement. In this Agreement, unless the context otherwise requires: (i) any pronoun used in this
Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs
shall include the plural and vice versa; (ii) “including” (and with correlative meaning “include”) means
including without limiting the generality of any description preceding or succeeding such term and shall be deemed in each case
to be followed by the words “without limitation”; (iii) the words “herein,” “hereto,” and
“hereby” and other words of similar import in this Agreement shall be deemed in each case to refer to this Agreement
as a whole and not to any particular section or other subdivision of this Agreement; and (iv) the term “or” means
“and/or”. The parties have participated jointly in the negotiation and drafting of this Agreement. Consequently, in
the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly
by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship
of any provision of this Agreement.


 


(g)
Capacity as a Purchaser Stockholder. Holder signs this Agreement solely in Holder’s capacity as a stockholder of
the Purchaser, and not in Holder’s capacity as a director, officer or employee of the Purchaser. Notwithstanding anything
herein to the contrary, nothing herein shall in any way restrict a director or officer of the Purchaser in the exercise of his
or her fiduciary duties as a director or officer of the Purchaser or prevent or be construed to create any obligation on the part
of any director or officer of the Purchaser from taking any action in his or her capacity as such director or officer.


 


(h)
Notices. All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have
been duly given when delivered (i) in person, (ii) by facsimile or other electronic means, with affirmative confirmation of receipt,
(iii) one Business Day after being sent, if sent by reputable, nationally recognized overnight courier service or (iv) three (3)
Business Days after being mailed, if sent by registered or certified mail, pre-paid and return receipt requested, in each case
to the applicable party at the following addresses (or at such other address for a party as shall be specified by like notice):


 


	If
                                         to the Purchaser to:

         

        Stellar
        Acquisition III Inc.

        90 Kifissias Avenue

        Maroussi Athens, Greece 15125

        Attn: George Syllantavos, co-Chief Executive Officer

        Facsimile No.: +30 (210) 876-4877

        Telephone No.: +30 (210) 876-4876

        Email: gs@stellaracquisition.com
	with
                                         a copy (which will not constitute notice) to:

         

        Ellenoff
        Grossman & Schole LLP

        1345 Avenue of the Americas, 11th Floor

        New York, New York 10105

        Attn: Barry I. Grossman, Esq.

        Facsimile No.: (212) 370-7889

        Telephone No.: (212) 370-1300

        Email: bigrossman@egsllp.com

	If
                                         to the Company, to:

         

        Phunware,
        Inc.

        7800 Shoal Creek Boulevard, Suite 230-S

        Austin, TX 78757

        Attn: Alan S. Knitowski

        Email: aknitowski@phunware.com
	with
                                         a copy (which will not constitute notice) to:

         

        Wilson
Sonsini Goodrich & Rosati

One Market Plaza, Spear Tower, Suite 3300, San Francisco,
CA 94105

Attn: Scott Murano, Robert Ishii, Denny Kwon, and Derek
Liu

        Email:
        smurano@wsgr.com; rishii@wsgr.com; dkwon@wsgr.com; dliu@wsgr.com

	If to Holder, to: the address set forth under Holder’s name on the signature page hereto, with a copy (which will not constitute notice) to, if not the party sending the notice, each of the Company and the Purchaser (and each of their copies for notices hereunder).
	 	 	 






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(i)
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may
be waived (either generally or in a particular instance, and either retroactively or prospectively) only with the written consent
of the Purchaser, the Company and the Holder. No failure or delay by a party in exercising any right hereunder shall operate as
a waiver thereof. No waivers of or exceptions to any term, condition, or provision of this Agreement, in any one or more instances,
shall be deemed to be or construed as a further or continuing waiver of any such term, condition, or provision.


 


(j)
Severability. In case any provision in this Agreement shall be held invalid, illegal or unenforceable in a jurisdiction,
such provision shall be modified or deleted, as to the jurisdiction involved, only to the extent necessary to render the same
valid, legal and enforceable, and the validity, legality and enforceability of the remaining provisions hereof shall not in any
way be affected or impaired thereby nor shall the validity, legality or enforceability of such provision be affected thereby in
any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced,
the parties will substitute for any invalid, illegal or unenforceable provision a suitable and equitable provision that carries
out, so far as may be valid, legal and enforceable, the intent and purpose of such invalid, illegal or unenforceable provision.


 


(k)
Specific Performance. Holder acknowledges that its obligations under this Agreement are unique, recognizes and affirms
that in the event of a breach of this Agreement by Holder, money damages will be inadequate and the Company and the Purchaser
will have not adequate remedy at law, and agree that irreparable damage would occur in the event that any of the provisions of
this Agreement were not performed by Holder in accordance with their specific terms or were otherwise breached. Accordingly, the
Company and the Purchaser shall be entitled to an injunction or restraining order to prevent breaches of this Agreement by Holder
and to enforce specifically the terms and provisions hereof, without the requirement to post any bond or other security or to
prove that money damages would be inadequate, this being in addition to any other right or remedy to which such party may be entitled
under this Agreement, at law or in equity.


 


(l)
Expenses. Each party shall be responsible for its own fees and expenses (including the fees and expenses of investment
bankers, accountants and counsel) in connection with the entering into of this Agreement, the performance of its obligations hereunder
and the consummation of the transactions contemplated hereby; provided, that in the event of any Action arising out of or relating
to this Agreement, the non-prevailing party in any such Action will pay its own expenses and the reasonable documented out-of-pocket
expenses, including reasonable attorneys’ fees and costs, reasonably incurred by the prevailing party.


 






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(m)
No Partnership, Agency or Joint Venture. This Agreement is intended to create a contractual relationship among Holder,
the Company and the Purchaser, and is not intended to create, and does not create, any agency, partnership, joint venture or any
like relationship among the parties hereto or among any other Purchaser shareholders entering into voting agreements with the
Company or the Purchaser. Holder has acted independently regarding its decision to enter into this Agreement. Nothing contained
in this Agreement shall be deemed to vest in the Company or the Purchaser any direct or indirect ownership or incidence of ownership
of or with respect to any Shares.


 


(n)
Further Assurances. From time to time, at another party’s request and without further consideration, each party shall
execute and deliver such additional documents and take all such further action as may be reasonably necessary or desirable to
consummate the transactions contemplated by this Agreement.


 


(o)
Entire Agreement. This Agreement (together with the Merger Agreement to the extent referred to herein) constitutes the
full and entire understanding and agreement among the parties with respect to the subject matter hereof, and any other written
or oral agreement relating to the subject matter hereof existing between the parties is expressly canceled; provided,
that, for the avoidance of doubt, the foregoing shall not affect the rights and obligations of the parties under the Merger Agreement
or any Ancillary Document or the Insider Letter. Notwithstanding the foregoing, nothing in this Agreement shall limit any of the
rights or remedies of the Purchaser or the Company or any of the obligations of Holder under any other agreement between Holder
and the Purchaser or the Company or any certificate or instrument executed by Holder in favor of the Purchaser or the Company,
and nothing in any other agreement, certificate or instrument shall limit any of the rights or remedies of the Purchaser or the
Company or any of the obligations of Holder under this Agreement.


 


(p)
Counterparts; Facsimile. This Agreement may also be executed and delivered by facsimile or electronic signature or by email
in portable document format in two or more counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument.


 


[Remainder
of Page Intentionally Left Blank; Signature Page Follows]


 






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IN
WITNESS WHEREOF, the parties have executed this Voting Agreement as of the date first written above.


 


	 	The
    Purchaser:
	 	 
	 	STELLAR
    ACQUISITION III INC.
	 	 	 
	 	By:	                       
	 	Name:	 
	 	Title:	 
	 	 	 
	 	The
    Company:
	 	 
	 	PHUNWARE,
    INC.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 





 


Holder:


 


Name
of Holder: [                                                                                       ]


 


	By:	 	 




Name:


Title:


 


Number
of Shares:


 


__________
shares of Purchaser Common Stock


 


Address
for Notice:


 


Address:
                                                                                          


 


                                                                                                           


 


                                                                                                           


 


Facsimile
No.:                                                                                  

Telephone No.:                                                                               

Email:                                                                                               :


 


 


{Signature Page to Sponsor Voting
Agreement}