Exhibit 10.7



 Exhibit 10.7 
 NONSTATUTORY STOCK OPTION GRANT AGREEMENT 
 UNDER THE 

TELECOMMUNICATION SYSTEMS, INC. 

AMENDED AND RESTATED STOCK INCENTIVE PLAN

 The Stock Option Certificate that is attached hereto constitutes a part of this Nonstatutory Stock Option Grant
Agreement. 
 1. Terminology. All capitalized words that are not defined in this Agreement have the meanings ascribed to
them in the Plan or the Stock Option Certificate. For purposes of this Agreement, the terms below have the following meanings: 

(a) “Cause” has the meaning ascribed to such term or words of similar import in the Optionee’s written
employment or service contract with the Company and, in the absence of such agreement or definition, means: (i) the willful commission by the Optionee of a criminal or other act that causes or is likely to cause substantial economic damage to
the Company or substantial injury to the business reputation of the Company; (ii) the commission by the Optionee of an act of fraud in the performance of such Optionee’s duties on behalf of the Company; or (iii) the continuing willful
failure of the Optionee to perform the duties of such Optionee to the Company (other than such failure resulting from the Optionee’s incapacity due to physical or mental illness), all as determined by the Administrator, which determination will
be conclusive. For purposes of this Agreement, no act, or failure to act, on the Optionee’s part shall be considered “willful” unless done or omitted to be done by the Optionee not in good faith with the reasonable belief that the
Optionee’s action or omission was in the best interest of the Company. 
 (b) “Change in Control”
means: (i) an acquisition (other than from the Company) in a transaction, or a series of related transactions, by any person, entity or “group,” within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of
1934 (the “Exchange Act”), (excluding for this purpose, (A) the Company or its subsidiaries, (B) any employee benefit plan of the Company or its subsidiaries which acquires beneficial ownership of voting securities
of the Company, (C) an underwriter temporarily holding securities pursuant to an offering of such securities, or (D) any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as
their ownership of the then outstanding voting securities of the Company entitled to vote generally in the election of directors) of beneficial ownership, within the meaning of Rule 13d-3 promulgated under the Exchange Act, of 50% or more of
either the then outstanding shares of common stock or the combined voting power of the Company’s then outstanding voting securities entitled to vote generally in the election of directors (the “Company Voting Stock”);
(ii) the effective time of any merger, share exchange, consolidation or other reorganization or business combination of the Company if immediately after such transaction persons who hold a majority of the outstanding voting securities entitled
to vote generally in the election of directors of the surviving entity (or the entity owning 100% of such surviving entity) are not persons who held the Company Voting Stock immediately prior to such transaction; (iii) the closing of a sale or
conveyance of all or substantially all of the assets of the Company; (iv) individuals who were the Board’s nominees 







 
for election as directors immediately prior to a meeting of the stockholders of the Company involving an actual or threatened election contest relating to the election of the directors of the
Company, as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act, cease to constitute a majority of the Board following the election; or (v) the dissolution or liquidation of the Company;
provided, however, that the term “Change in Control” does not include a public offering of capital stock of the Company that is effected pursuant to a registration statement filed with, and declared effective by, the
Securities and Exchange Commission under the Securities Act of 1933. 
 (c) “Company” means
TeleCommunication Systems, Inc. and its Affiliates, except where the context otherwise requires. For purposes of determining whether a Change in Control has occurred, Company shall mean only TeleCommunication Systems, Inc. 

(d) “Option Shares” mean the shares of Common Stock underlying the Options. 

(e) “Total and Permanent Disability” means the inability to engage in any substantial gainful activity by reason
of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve months. The Administrator may require such proof of
Total and Permanent Disability as the Administrator in its sole discretion deems appropriate and the Administrator’s good faith determination as to whether the Optionee is totally and permanently disabled will be final and binding on all
parties concerned. 
 2. Vesting. The Options vest in accordance with the vesting schedule identified in the Stock Option
Certificate which is attached hereto and constitutes a part of the Agreement (the “Vesting Schedule”), so long as the Optionee is in the continuous employ of, or in a service relationship with, the Company from the Grant Date
through the applicable date upon which vesting is scheduled to occur. No vesting will accrue to any Options after the Optionee ceases to be in either an employment or other service relationship with the Company. 

3. Exercise of Options. 
 (a) Right to Exercise. The Optionee may exercise the Options to the extent vested at any time on or before the Expiration Date or the earlier termination of the Options, unless otherwise provided
in this Agreement. Section 4 below describes certain limitations on exercise of the Options that apply in the event of the Optionee’s death, Total and Permanent Disability, discharge by the Company without Cause or other termination of
employment or other service relationship with the Company. The Options may be exercised only in multiples of whole shares and may not be exercised at any one time as to fewer than one hundred shares (or such lesser number of shares as to which the
Options are then exercisable). No fractional shares will be issued under the Options. 
 (b) Exercise Procedure. In order
to exercise the Options, the following items must be delivered to the Administrator before the expiration or termination of the Options: (i) an exercise notice, in such form as the Administrator may require from time to time, specifying the
number of Option Shares to be purchased, and (ii) full payment of the Exercise Price for such Option Shares or properly executed, irrevocable instructions, in such form as the Administrator may require from time to time, to effectuate a
broker-assisted cashless exercise, each in accordance with Section 3(c) of this Agreement. An exercise will not be effective until the Administrator receives all of the foregoing items. 

  
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 (c) Method of Payment. Payment of the Exercise Price may be made by delivery of cash,
certified or cashier’s check, money order or other cash equivalent acceptable to the Administrator in its discretion, a broker-assisted cashless exercise in accordance with Regulation T of the Board of Governors of the Federal Reserve
System through a brokerage firm approved by the Administrator, or a combination of the foregoing. In addition, payment of the Exercise Price may be made by any of the following methods, or a combination thereof, as determined by the Administrator in
its discretion at the time of exercise: 
 (i) by tender (via actual delivery or attestation) to the Company of
other shares of Common Stock of the Company which have a Fair Market Value on the date of tender equal to the Exercise Price; 
 (ii) by delivery of the Optionee’s full recourse promissory note payable to the Company in a form approved by the Administrator; or 

(iii) by any other method approved by the Administrator. 

(d) Issuance of Shares upon Exercise. Upon exercise of the Options in accordance with the terms of this Agreement, the Company
will issue to the Optionee, the brokerage firm specified in the Optionee’s delivery instructions pursuant to a broker-assisted cashless exercise, or such other person exercising the Options, as the case may be, the number of shares of Common
Stock so paid for, in the form of fully paid and nonassessable stock. The Company, in its discretion, will either retain the Option Shares in uncertificated book entry form or deliver stock certificates for the Option Shares as soon as practicable
after exercise, which certificates will, unless such Option Shares are registered or an exemption from registration is available under applicable federal and state law, bear a legend restricting transferability of such shares. Notwithstanding the
issuance of the Option Shares or the delivery of one or more stock certificates for such Option Shares, the Option Shares shall be subject to applicable restrictions on transfer or liquidation, if any, as set forth in the Optionee’s written
employment or service contract with the Company or pursuant to any policy adopted by the Company, now or hereafter existing, that imposes stock ownership requirements, stock holding requirements or stock liquidation restrictions on the Optionee. The
Company may place legends reflecting the requirements and restrictions described in the immediately foregoing sentence on any stock certificates for the Option Shares. 
 4. Termination of Employment or Service. 
 (a) Exercise Period Following
Cessation of Employment or Other Service Relationship, In General. If the Optionee ceases to be employed by, or in a service relationship with, the Company for any reason other than death, Total and Permanent Disability, or discharge by the
Company without Cause, the Options terminate in their entirety, regardless of whether the Options are vested, immediately upon the Optionee’s termination of employment or other service relationship. 

(b) Termination by the Company Without Cause. In the event the Optionee’s employment or other service relationship is
terminated by the Company without Cause, (i) the unvested Options, after giving effect to the provisions of Section 2 of this Agreement, terminate immediately upon such cessation, and (ii) the vested Options remain exercisable during
the 90-day period following such cessation, but in no event after the Expiration Date. Unless sooner terminated, the vested Options terminate upon the expiration of such 90-day period. 

  
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 (c) Disability of Optionee. Notwithstanding the provisions of Section 4(a)
above, if the Optionee ceases to be employed by, or in a service relationship with, the Company as a result of the Optionee’s Total and Permanent Disability, (i) the unvested Options, after giving effect to the provisions of Section 2
of this Agreement, terminate immediately upon such cessation, and (ii) the vested Options remain exercisable during the six-month period following such cessation, but in no event after the Expiration Date. Unless sooner terminated, the vested
Options terminate upon the expiration of such six-month period. 
 (d) Death of Optionee. If the Optionee dies prior to
the expiration or other termination of the Options, (i) the unvested Options, after giving effect to the provisions of Section 2 of this Agreement, terminate immediately upon the Optionee’s death, and (ii) the vested Options
remain exercisable during the six-month period following the Optionee’s death, but in no event after the Expiration Date, by the Optionee’s executor, personal representative, or the person(s) to whom the Options are transferred by will or
the laws of descent and distribution. Unless sooner terminated, the vested Options terminate upon the expiration of such six-month period. 
 (e) Misconduct. Notwithstanding anything to the contrary in this Agreement, the Options terminate in their entirety, regardless of whether the Options are vested, immediately upon the
Optionee’s discharge of employment or other service relationship for Cause or upon the Optionee’s commission of any of the following acts during any period following the cessation of employment or other service relationship during which
the Options otherwise would be exercisable: (i) fraud on or misappropriation of any funds or property of the Company, or (ii) breach by the Optionee of any provision of any employment, non-disclosure, non-competition, non-solicitation,
assignment of inventions, or other similar agreement executed by the Optionee for the benefit of the Company, as determined by the Administrator, which determination will be conclusive. 

5. Nontransferability of Options. These Options are nontransferable otherwise than by will or the laws of descent and distribution
and during the lifetime of the Optionee, the Options may be exercised only by the Optionee or, during the period the Optionee is under a legal disability, by the Optionee’s guardian or legal representative. Except as provided above, the Options
may not be assigned, transferred, pledged, hypothecated or disposed of in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process. 

6. Nonstatutory Nature of the Options. The Options are not intended to qualify as incentive stock options within the
meaning of Code section 422, and this Agreement shall be so construed. The Optionee acknowledges that, upon exercise of the Options, the Optionee will recognize taxable income in an amount equal to the excess of the then Fair Market Value of
the Option Shares over the Exercise Price and must comply with the provisions of Section 7 of this Agreement with respect to any tax withholding obligations that arise as a result of such exercise. 

7. Withholding of Taxes. At the time the Options are exercised, in whole or in part, or at any time thereafter as requested by the
Company, the Optionee hereby authorizes withholding from payroll or any other payment of any kind due the Optionee and otherwise 

  
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agrees to make adequate provision for foreign, federal, state and local taxes required by law to be withheld, if any, which arise in connection with the Options. The Company may require the
Optionee to make a cash payment to cover any withholding tax obligation as a condition of exercise of the Options or issuance of share certificates representing Option Shares. 
 The Administrator may, in its sole discretion, permit the Optionee to satisfy, in whole or in part, any withholding tax obligation which may arise in connection with the Options either by electing to have
the Company withhold from the shares to be issued upon exercise that number of shares, or by electing to deliver to the Company already-owned shares, in either case having a Fair Market Value not in excess of the amount necessary to satisfy the
statutory minimum withholding amount due. 
 8. Adjustments for Corporate Transactions and Other Events. 

(a) Stock Dividend, Stock Split and Reverse Stock Split. Upon a stock dividend of, or stock split or reverse stock split
affecting, the Common Stock, the number of shares covered by and the exercise price and other terms of the Options, shall, without further action of the Board, be adjusted to reflect such event unless the Board determines, at the time it approves
such stock dividend, stock split or reverse stock split, that no such adjustment shall be made. The Administrator may make adjustments, in its discretion, to address the treatment of fractional shares and fractional cents that arise with respect to
the Options as a result of the stock dividend, stock split or reverse stock split. 
 (b) Non-Change in Control
Transactions. Except with respect to the transactions set forth in Section 8(a), in the event of any change affecting the Common Stock, the Company or its capitalization, by reason of a spin-off, split-up, dividend, recapitalization,
merger, consolidation or share exchange, other than any such change that is part of a transaction resulting in a Change in Control, the Administrator, in its discretion and without the consent of the Optionee, shall make any adjustments in the
Options, including but not limited to reducing the number, kind and price of securities subject to the Options. 
 (c) Change
in Control Transactions. In the event of any transaction resulting in a Change in Control, the Options will terminate upon the effective time of any such Change in Control unless provision is made in connection with the transaction in the
sole discretion of the parties thereto for the continuation or assumption of the Options, or the substitution of the Options with new options of the surviving or successor entity or a parent thereof. In the event of such termination, the Employee
will be permitted, for a period of at least 10 days prior to the effective time of the Change in Control, to exercise all of the Options that are then exercisable or will become exercisable upon or prior to the effective time of the Change in
Control; provided, however, that any such exercise of any Options that become exercisable as a result of the Change in Control shall be deemed to occur immediately prior to the effective time of such Change in Control. 

(d) Adjustments for Unusual Events. The Administrator is authorized to make, in its discretion and without the consent of the
Optionee, adjustments in the terms and conditions of, and the criteria included in, the Options in recognition of unusual or nonrecurring events affecting the Company, or the financial statements of the Company or any Affiliate, or of changes in
applicable laws, regulations, or accounting principles, whenever the Administrator determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under
the Options or the Plan. 

  
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 (e) Binding Nature of Adjustments. Adjustments under this Section 8 will be made
by the Administrator, whose determination as to what adjustments, if any, will be made and the extent thereof will be final, binding and conclusive. No fractional shares will be issued pursuant to the Options on account of any such adjustments. The
terms and conditions of this Agreement shall apply with equal force to any additional and/or substitute securities received by the Optionee pursuant to this Section 8 in exchange for, or by virtue of the Optionee’s ownership of, the
Options or the Option Shares, except as otherwise determined by the Administrator. 
 9. Confidential Information. In
consideration of the Options granted to the Optionee pursuant to this Agreement, the Optionee agrees and covenants that, except as specifically authorized by the Company, the Optionee will keep confidential any trade secrets or confidential or
proprietary information of the Company which are now or which hereafter may become known to the Optionee as a result of the Optionee’s employment by or other service relationship with the Company, and shall not at any time, directly or
indirectly, disclose any such information to any person, firm, Company or other entity, or use the same in any way other than in connection with the business of the Company, at all times during and after the Optionee’s employment or other
service relationship. The provisions of this Section 9 shall not narrow or otherwise limit the obligations and responsibilities of the Optionee set forth in any agreement of similar import entered into between the Optionee and the Company.

 10. Non-Guarantee of Employment or Service Relationship. Nothing in the Plan or this Agreement shall alter the at-will
or other employment status or other service relationship of the Optionee, nor be construed as a contract of employment or service relationship between the Company and the Optionee, or as a contractual right of Optionee to continue in the employ of,
or in a service relationship with, the Company for any period of time, or as a limitation of the right of the Company to discharge the Optionee at any time with or without cause or notice and whether or not such discharge results in the failure of
any Options to vest or any other adverse effect on the Optionee’s interests under the Plan. 
 11. No Rights as a
Stockholder. The Optionee shall not have any of the rights of a stockholder with respect to the Option Shares until such shares have been issued to him or her upon the due exercise of the Options. No adjustment shall be made for dividends or
distributions or other rights for which the record date is prior to the date such shares are issued. 
 12. The
Company’s Rights. The existence of the Options shall not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the
Company’s capital structure or its business, or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or other stocks with preference ahead of or convertible into, or otherwise affecting the Common Stock or
the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of the Company’s assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

 13. Optionee. Whenever the word “Optionee” is used in any provision of this Agreement under circumstances
where the provision should logically be construed, as 

  
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determined by the Administrator, to apply to the estate, personal representative, or beneficiary to whom the Options may be transferred by will or by the laws of descent and distribution, or
another permitted transferee, the word “Optionee” shall be deemed to include such person. 
 14. Notices. All
notices and other communications made or given pursuant to this Agreement shall be in writing and shall be sufficiently made or given if hand delivered or mailed by certified mail, addressed to the Optionee at the address contained in the records of
the Company, or addressed to the Administrator, care of the Company for the attention of its Corporate Secretary at its principal office or, if the receiving party consents in advance, transmitted and received via telecopy or via such other
electronic transmission mechanism as may be available to the parties. 
 15. Entire Agreement. This Agreement contains
the entire agreement between the parties with respect to the Options granted hereunder. Any oral or written agreements, representations, warranties, written inducements, or other communications made prior to the execution of this Agreement with
respect to the Options granted hereunder shall be void and ineffective for all purposes. 
 16. Amendment. This Agreement
may be amended from time to time by the Administrator in its discretion; provided, however, that this Agreement may not be modified in a manner that would have a materially adverse effect on the Options or Option Shares as determined
in the discretion of the Administrator, except as provided in the Plan or in a written document signed by each of the parties hereto. 
 17. Conformity with Plan. This Agreement is intended to conform in all respects with, and is subject to all applicable provisions of, the Plan. Inconsistencies between this Agreement and the Plan
shall be resolved in accordance with the terms of the Plan. In the event of any ambiguity in this Agreement or any matters as to which this Agreement is silent, the Plan shall govern. A copy of the Plan is available upon request to the
Administrator. 
 18. Governing Law. The validity, construction and effect of this Agreement, and of any determinations
or decisions made by the Administrator relating to this Agreement, and the rights of any and all persons having or claiming to have any interest under this Agreement, shall be determined exclusively in accordance with the laws of the State of
Maryland, without regard to its provisions concerning the applicability of laws of other jurisdictions. Any suit with respect hereto will be brought in the federal or state courts in the districts which include the city and state in which the
principal offices of the Company are located, and the Optionee hereby agrees and submits to the personal jurisdiction and venue thereof. 
 19. Section 409A. This Agreement and the Options granted hereunder are intended to comply with, or otherwise be exempt from, Section 409A of the Code. Nothing in the Plan or this
Agreement shall be construed as including any feature for the deferral of compensation other than the deferral of recognition of income until the exercise of the Options. Should any provision of the Plan or this Agreement be found not to comply
with, or otherwise be exempt from, the provisions of Section 409A of the Code, it may be modified and given effect, in the sole discretion of the Administrator and without requiring the Optionee’s consent, in such manner as the
Administrator determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A of the Code. The foregoing, however, shall not be construed as a guarantee by the Company of any particular tax effect to
the Optionee. 

  
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 20. Electronic Delivery of Documents. The Optionee (i) consents to the
electronic delivery of this Agreement, all information with respect to the Plan and the Options, and any reports of the Company provided generally to the Company’s stockholders; (ii) acknowledges that the Optionee may receive from the
Company a paper copy of any documents delivered electronically at no cost to the Optionee by contacting the Company by telephone or in writing; (iii) further acknowledges that the Optionee may revoke his or her consent to the electronic
delivery of documents at any time by notifying the Company of such revoked consent by telephone, postal service or electronic mail; and (iv) further acknowledges that the Optionee understands that he or she is not required to consent to
electronic delivery of documents. 
 21. No Future Entitlement. The Optionee acknowledges and agrees that: (i) the
grant of these Options is a one-time benefit which does not create any contractual or other right to receive future grants of stock options, or compensation in lieu of stock options, even if stock options have been granted repeatedly in the past;
(ii) all determinations with respect to any such future grants, including, but not limited to, the times when stock options shall be granted or shall become exercisable, the maximum number of shares subject to each stock option, and the
purchase price, will be at the sole discretion of the Administrator; (iii) the value of these Options is an extraordinary item of compensation which is outside the scope of the Optionee’s employment contract, if any; (iv) the value of
these Options is not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any termination, severance, resignation, redundancy, end of service payments or similar payments, or bonuses,
long-service awards, pension or retirement benefits; (v) the vesting of these Options ceases upon termination of employment with the Company or transfer of employment from the Company, or other cessation of eligibility for any reason, except as
may otherwise be explicitly provided in this Agreement; (vi) if the underlying Common Stock does not increase in value, these Options will have no value, nor does the Company guarantee any future value; and (vii) no claim or entitlement to
compensation or damages arises if these Options do not increase in value and the Optionee irrevocably releases the Company from any such claim that does arise. 
 22. Personal Data. For the exclusive purpose of implementing, administering and managing these Options, the Optionee consents to the collection, receipt, use, retention and transfer, in electronic
or other form, of the Optionee’s personal data by and among the Company and its third party vendors. The Optionee understands that personal data (including but not limited to, name, home address, telephone number, employee number, employment
status, social security number, tax identification number, date of birth, nationality, job and payroll location, data for tax withholding purposes and shares awarded, cancelled, exercised, vested and unvested) may be transferred to third parties
assisting in the implementation, administration and management of these Options and the Plan and the Optionee expressly authorizes such transfer as well as the retention, use, and the subsequent transfer of the data by the recipient(s). The Optionee
understands that these recipients may be located in the Optionee’s home country or elsewhere, and that the recipient’s country may have different data privacy laws and protections than the Optionee’s home country. The Optionee
understands that data will be held only as long as is necessary to implement, administer and manage these Options. The Optionee understands that he or she may, at any time, request a list with the names and addresses of any potential recipients of
the personal data, view data, request additional information about the storage and processing of data, require any necessary amendments to data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the
Company’s Secretary. The Optionee understands, however, that refusing or withdrawing the Optionee’s consent may affect the Optionee’s ability to accept a stock option. 

  
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 23. Headings. The headings in this Agreement are for reference purposes only and
shall not affect the meaning or interpretation of this Agreement. 
 Enclosure: Prospectus of the TeleCommunication Systems, Inc. Amended and
Restated Stock Incentive Plan 

  
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