Exhibit
10.2


 


THIS
PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”).  THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE
OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE
AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.  


 


PROMISSORY
NOTE


 


	 	 Dated
    as of February 22, 2018
	Principal
    Amount: $201,268  	New
    York, New York


  


Stellar
Acquisition III Inc., a Republic of the Marshall Islands corporation and blank check company (the “Maker”),
promises to pay to the order of Phunware, Inc., a Delaware corporation (“Phunware”) or its registered assigns
or successors in interest (the “Payee”), or order, the principal sum of Two Hundred and One Thousand Two Hundred
and Sixty-Eight U.S. Dollars ($201,268) in lawful money of the United States of America, on the terms and conditions described
below.  All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise
determined by the Maker to such account as the Payee may from time to time designate by written notice in accordance with the
provisions of this Note. This Note is entered into in connection with, and in anticipation of, Maker and Phunware executing and
delivering a definitive agreement (the “Transaction Agreement”) with respect to Maker’s initial business
combination with Phunware (the “Transaction”).


 


1.
Principal. The principal balance of this Note shall be due and payable by the Maker on the following date (such applicable
payment date, the “Maturity Date”), subject to Section 11 below:


 


(a)
If within 30 days after the date of this Note (x) the Board of Directors of Phunware approves the Transaction and Maker and (y)
Phunware execute and deliver the Transaction Agreement, then the principal balance of this Note shall be due and payable by the
Maker to Payee in cash upon the earliest of (i) the date of the consummation of the Transaction pursuant to the terms of the Transaction
Agreement, in which case, this Note shall be paid by increasing the consideration payable to Phunware equity holders under the
Transaction Agreement in accordance with the terms and conditions of the Transaction Agreement, (ii) the date that Maker consummates
its initial business combination and (iii) the date of the liquidation of Maker; and


 


(b)
If within 30 days after the date of this Note (x) the Board of Directors of Phunware does not approve the Transaction and (y)
Maker and Phunware do not execute and deliver the Transaction Agreement, then the principal balance of this Note shall be due
and payable by the Maker to Payee 30 days after the date of this Note.


 


Except
as provided in Section 14 below, under no circumstances shall any individual, including but not limited to any officer, director,
employee or shareholder of the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder.


 


2.
Interest.  No interest shall accrue on the unpaid principal balance of this Note.


 


3.
Application of Payments. Subject to clause (i) of Section 1(a) above, all payments shall be applied first to payment
in full of any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorneys’
fees, and then to the payment in full of any late charges and finally to the reduction of the unpaid principal balance of this
Note.


 






     

     


    

 


4.
Events of Default.  The following shall constitute an event of default (“Event of Default”):


 


(a)
Failure to Make Required Payments. Failure by Maker to pay the principal amount due pursuant to this Note within five (5)
business days of the Maturity Date.


 


(b)
Voluntary Bankruptcy, Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization,
rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator,
assignee, trustee, custodian, sequestrator (or other similar official) of Maker or for any substantial part of its property, or
the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts
become due, or the taking of corporate action by Maker in furtherance of any of the foregoing.


  


(c)
Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in
respect of Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver,
liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of its property,
or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect
for a period of 60 consecutive days.


 


5.
Remedies.


 


(a)
Upon the occurrence of an Event of Default specified in Section 4(a) hereof, Payee may, by written notice to Maker, declare this
Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable hereunder,
shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby
expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.


 


(b)
Upon the occurrence of an Event of Default specified in Sections 4(b) and 4(c), the unpaid principal balance of this Note, and
all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without
any action on the part of Payee.


 


6.
Waivers.  Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand,
notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings
instituted by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future
laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment,
levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment;
and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof or any writ of
execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee.


 


7.
Unconditional Liability.  Maker hereby waives all notices in connection with the delivery, acceptance, performance, default,
or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability
of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification
granted or consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may
be granted by Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers,
guarantors, or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder.


 






    	 	2	 



     


    

 


8.
Notices.  All notices, statements or other documents which are required or contemplated by this Note shall be made in
writing and delivered: (i) personally or sent by first class registered or certified mail, overnight courier service or facsimile
or electronic transmission to the address designated in writing, (ii) by facsimile to the number most recently provided to such
party or such other address or fax number as may be designated in writing by such party or (iii) by electronic mail, to the electronic
mail address most recently provided to such party or such other electronic mail address as may be designated in writing by such
party.  Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery,
if delivered personally, on the business day following receipt of written confirmation, if sent by facsimile or electronic transmission,
one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.


  


9.
Construction.  THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE REPUBLIC OF THE MARSHALL
ISLANDS, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.


 


10.
Severability.  Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as
to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable
such provision in any other jurisdiction.


 


11.
Trust Waiver.  Notwithstanding anything herein to the contrary, the Payee hereby waives any and all right, title,
interest or claim of any kind (“Claim”) in or to any distribution of or from the trust account (the “Trust
Account”) established in which the proceeds of the initial public offering (“the “IPO”) conducted
by the Maker (including the deferred underwriters’ discounts and commissions) and the proceeds of the sale of the warrants
issued in a private placement that occurred prior to the closing of the IPO were deposited, as described in greater detail in
Maker’s Registration Statement on Form S-1 (333-212377) filed with the Securities and Exchange Commission in connection
with the IPO (the “Registration Statement”), and hereby agrees not to seek recourse, reimbursement, payment
or satisfaction for any Claim against the Trust Account for any reason whatsoever. The provisions of this Section 11 shall be
in addition to, and not in limitation of, any releases of Claims provided by Payee pursuant to any other agreement among Payee
and Maker, including the Transaction Agreement when executed and delivered by the parties.


 


12.
Amendment; Waiver.  Any amendment hereto or waiver of any provision hereof may be made with, and only with, the
written consent of the Maker and the Payee.


 


13.
Assignment.  No assignment or transfer of this Note or any rights or obligations hereunder may be made by any
party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted
assignment without the required consent shall be void.


 


14.
Guaranty.  Notwithstanding any provision of this Note to the contrary, solely in the event that within 30 days
after the date of this Note (x) the Board of Directors of Phunware does not approve the Transaction and (y) Maker and Phunware
do not execute and deliver the Transaction Agreement, then each of Astra Maritime Corp. and Magellan Investments Corp. (each,
a “Guarantor”), hereby jointly and severally guarantee to Payee the full and prompt payment of the entire balance
of this Note upon an Event of Default.


 


[Signature
page follows]


 






    	 	3	 



     


    

 


IN
WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned
as of the day and year first above written. 


 


	 	Stellar
    Acquisition III Inc.
	 	 	 
	 	By:	/s/ George Syllantavos
	 	 	Name: George Syllantavos
	 	 	Title:
    co-CEO


 


	 	The
    undersigned join as parties solely with respect to Section 14 above:
	 	 
	 	Astra
    Maritime Corp.
	 	 	 
	 	By:
	/s/ Akis Tsirigakis
	 	 	Name:
    Akis Tsirigakis
	 	 	Title: Director
	 	 	 
	 	Magellan
    Investments Corp.
	 	 	 
	 	

        By:
	/s/ George Syllantavos
	 	 	Name: George Syllantavos
	 	 	Title: Director


 





	Acknowledged and agreed as of the
    date first set forth above:
	 
	Phunware, Inc.	 
	 	 	 
	By:	/s/
    Tushar Patel              	 
	Name:	 Tushar Patel	 
	Title:	EVP	 



 


 


4