Exhibit 10.1


 


FORM
OF VOTING AGREEMENT


 


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.


 


WHEREAS,
on February 27, 2018, 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 Company 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 Company and its stockholders (the “Company
Stockholders”) and (c) recommended the approval and the adoption by each of the Company Stockholders of the Merger
Agreement, the Ancillary Documents, the Merger and the other Transactions; and


 


WHEREAS,
as a condition to the willingness of the Purchaser to enter into the Merger Agreement, and as an inducement and in consideration
therefor, and in view of the valuable consideration to be received by Holder thereunder, 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 Purchaser regarding the manner in which Holder is bound hereunder
to vote any shares of capital stock of the Company 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 Company Stockholders or any class or series thereof, and in each written consent or
resolutions of any of the Company 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 Company’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 any and all other proposals for the acquisition of the Company; or (B)
any other action or proposal involving any Target Company 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) execution and delivery to the Company of a Letter
of Transmittal and the Transmittal Documents (including if Holder is a Significant Stockholder, a Lock-Up Agreement), (ii) delivery
of Holder’s Company Certificate (or a Lost Certificate Affidavit in lieu of the Company Certificate), duly endorsed for
transfer, to the Company and any similar or related documents, (iii) any actions by written consent of the Company Stockholders
presented to Holder with respect to the matters in Section 1(a) or 1(f), and (iv) any applicable Ancillary Documents,
customary instruments of conveyance and transfer, 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;


 


(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
Company capital stock in connection with any vote or other action with respect to the Transactions, other than to recommend that
stockholders of the Company 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);


 


(e) to
refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to the
Merger, the Merger Agreement, the Ancillary Documents and any of the Transactions, including pursuant to the DGCL; and


 


(f) without
limiting Sections 1(a) and 1(b) above, to: (i) approve and consent to, and with respect to any Company Preferred
Stock held by Holder participate in, the Company Preferred Stock Exchange and convert all of the shares of Company Preferred Stock
held by Holder for shares of Company Common Stock on a conversion ratio of one share of Company Common Stock per share of Company
Preferred Stock; (ii) to approve and consent to either (as requested by the Company) (A) the amendment of the Amended and Restated
Investor Rights Agreement, dated as of December 18, 2015, as amended on October 25, 2016 (the “IRA”),
by and among the Company and the Investors named therein to amend the definition of “IPO” therein to include the transactions
contemplated by the Merger Agreement or (B) the termination of the IRA, and to execute any documents reasonably requested by the
Company or the Purchaser in connection with such amendment or termination of the IRA; and (iii) approve and consent to the termination
of, and terminate, the Contracts set forth on Schedule 6.3(d)(vii) to the Merger Agreement.


 






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2. Grant
of Proxy. Holder, with respect to all of the Shares, hereby irrevocably grants to, and appoints, the Purchaser and any
designee of the Purchaser (determined in the Purchaser’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 Purchaser 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 Purchaser’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 Company’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 Company hereby agrees that it shall not permit any Transfer of the
Shares in violation of this Agreement. Holder agrees with, and covenants to, the Purchaser that Holder shall not request that
the Company 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 Purchaser, and the Company hereby agrees that it shall
not effect any such Transfer.


 


(b) Permitted
Transfers. Section 3(a) shall not prohibit a Transfer of Shares by Holder (i) for the net settlement of Holder’s
options to purchase Shares, (ii) for the exercise of Holder’s options to purchase Shares, to the extent such options would
expire prior to the Effective Time (to pay the exercise price thereof and any tax withholding obligations), (iii) for the exercise
of Holder’s options to purchase Shares, and the sale of a sufficient number of such Shares acquired upon exercise of such
options as would generate sales proceeds sufficient to pay the aggregate applicable exercise price of shares then exercised under
such options and the taxes payable by Holder as a result of such exercise or settlement, (iv) to any family member or trust for
the benefit of any family member, (v) to any stockholder, member or partner of Holder, if an entity, (vi) to any Affiliate of
Holder, or (vii) 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, (A) in the case of the foregoing clauses (i), (ii) and (iii), Holder acknowledges
and agrees that the Shares purchased upon such net settlement or exercise of options shall be subject to the restrictions in this
Agreement, and (B) in the case of the foregoing clauses (iv), (v), (vi) and (vii), 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 Company 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).


 






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(c) Changes
to Shares. In the event of a stock dividend or distribution, or any change in the shares of capital stock of the Company 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 Purchaser is entering into the Merger Agreement in reliance upon the execution and
delivery of this Agreement by Holder.


 


(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 Company’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
and other securities of the Company set forth under Holder’s name on the signature page hereto, as of the date of this Agreement,
Holder is not a beneficial owner or record holder of any: (i) equity securities of the Company, (ii) securities of the Company
having the right to vote on any matters on which the holders of equity securities of the Company may vote or which are convertible
into or exchangeable for, at any time, equity securities of the Company or (iii) options, warrants or other rights to acquire
from the Company any equity securities or securities convertible into or exchangeable for equity securities of the Company.


 






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(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.


 


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.


 






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(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).


 


(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.


 






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

                                                                                 

	

                                                                                  
	 	 


 


(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.


 






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(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.


 


(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 Company shareholders entering into voting agreements with the Company or the Purchaser.
Holder is not affiliated with any other holder of securities of the Company entering into a voting agreement with the Company
or the Purchaser in connection with the Merger Agreement and 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. 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:	 


 


{Signature Page to Voting Agreement} 









     


     


    

 


Holder:


 


Name
of Holder: [                                                    ]


 


	By:	                             	 
	Name:	 	 
	Title:	 	 



 


Number
and Type of Shares:  


 


__________ shares of Company Common Stock  


 


__________
shares of Series A Preferred Stock  


 


__________
shares of Series B Preferred Stock  


 


__________
shares of Series C Preferred Stock  


 


__________
shares of Series D Preferred Stock  


 


__________
shares of Series D-1 Preferred Stock  


 


__________
shares of Series E Preferred Stock  


 


__________
shares of Series F Preferred Stock  


 


__________
shares of Series Alpha Preferred Stock  


 


__________
shares of Series Beta Preferred Stock


 


__________
shares of Series Gamma Preferred Stock


 


Address
for Notice:  


 


Address:                                                                                      

                                                                                                       

                                                                                                       

Facsimile No.:                                                                              

Telephone No.:                                                                            

Email:                                                                                            



 





{Signature Page to Voting Agreement}