Exhibit 10.11


 


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 ___________, 2018


 


	Principal Amount: $______________	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 ____________________________ ($_________) 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.


 






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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] 




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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:	 
	 	Name:	Akis Tsirigakis 
	 	Title:	 co-CEO
	 	 	 
	 	The undersigned join as parties solely with respect to Section
14 above:
	 	 
	 	Astra Maritime Corp.
	 	 
	 	By:	 
	 	Name:	Akis Tsirigakis
	 	Title:	Director


 


	 	Magellan Investments Corp.
	 	 
	 	By:	 
	 	Name:	George Syllantavos
	 	Title:	Director


 


Acknowledged and agreed as of the date first set forth above:


 


	Phunware, Inc.	 
	 	 
	By:	                              	 
	Name:	 	 
	Title:	 	 


 


 


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