Exhibit
No. 10.49


 


ORBITAL
TRACKING CORP.


 


2018
INCENTIVE PLAN


 


STOCK
OPTION GRANT NOTICE


 


Orbital
Tracking Corp. (the “Company”) hereby grants to you an Option (the “Option”)
to purchase shares of the Company’s Common Stock, $0.0001 par value (“Shares”) under the Company’s
2018 Incentive Plan (the “Plan”). The Option is subject to all the terms and conditions set forth in
this Stock Option Grant Notice (this “Grant Notice”), in the Stock Option Agreement and the Plan, which
are attached to and incorporated into this Grant Notice in their entirety.










 


	Participant:		 
	 	 
	Grant
    Date:		 
	 	 
	Number
    of Shares Subject to Option:		 
	 	 
	Exercise
    Price (per Share):		 
	 	 
	Option
    Expiration Date:	______________
    (subject to earlier termination in accordance with the terms of the Plan and the Stock Option Agreement)
	 	 
	Type
    of Option:	[  ]
    Incentive Stock Option           [X] Nonqualified Stock Option
	 	 
	Vesting
    and Exercisability Schedule:	Options
    shall be fully vested on the grant date.


 


Additional
Terms/Acknowledgement: You acknowledge receipt of, and understand and agree to, this Grant Notice, the Stock Option Agreement
and the Plan. You further acknowledge that as of the Grant Date, this Grant Notice, the Stock Option Agreement and the Plan set
forth the entire understanding between you and the Company regarding the Option and supersede all prior oral and written agreements
on the subject.


 


	COMPANY	 	PARTICIPANT
	By:	 	 	 
	 	 	 
	/s/
    David     Phipps	 	 
	David
    Phipps, President	 	Name	 
	Orbital
    Tracking Corp.	 	 	 
		 	Address:	 
	 	 	 	 
	 	 	Taxpayer
    ID:	 


 




    	 	 	 



     


    

 


ORBITAL
TRACKING CORP.


NOTICE
OF EXERCISE OF STOCK OPTION


 


I
hereby exercise the stock option as granted to me on December 18, 2018, pursuant to the 2018 Incentive Plan, dated as of June
14, 2018 by Orbital Tracking Corp. (the “Company”), with respect to the following number of shares of the Company’s
common stock (“Shares”), par value $0.0001 per Share, covered by said option:


 


Number
of Shares to be purchased: __________ 


 


Purchase
price per Share: $_______


 


Total
purchase price: $__________


 


A.
Enclosed is cash or my certified check, bank draft, or postal or express money order in the amount of $_______ in full/partial
[circle one] payment for such Shares;


 


and/or


 


B.
Enclosed is/are Share(s) with a total Fair Market Value of $_______ in full/partial


[circle
one] payment for such Shares;


 


and/or


 


C.
I have provided notice to [insert name of broker], a broker, who will render full/partial [circle one]
payment for such Shares. [Optionee should attach to the notice of exercise provided to such broker a copy of this Notice
of Exercise and irrevocable instructions to pay to the Company the full exercise price.]


 


and/or


 


D.
I elect to satisfy the payment for Shares purchased hereunder by having the Company withhold newly acquired Shares pursuant to
the exercise of the Option.


 


Please
have the certificate or certificates representing the purchased Shares registered in the following name or 


 


Names:
_______________________________


 


and
sent to_____________________________


DATED:
______________________________


 


______________________________________


Optionee’s
Signature


 


*Certificates
may be registered in the name of the Optionee alone or in the joint names (with right of survivorship) of the Optionee and his
or her spouse.