Exhibit 4.5


 


THE
REGISTERED HOLDER OF THIS PURCHASE OPTION, BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE
OPTION, EXCEPT AS HEREIN PROVIDED, AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN,
PLEDGE OR HYPOTHECATE THIS PURCHASE OPTION FOR A PERIOD OF SIX MONTHS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER
THAN (I) THE REPRESENTATIVE (AS DEFINED HEREIN) OR ITS AFFILIATES OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH
THE OFFERING (DEFINED HEREIN), OR (II) A BONA FIDE OFFICER OR PARTNER OF A REPRESENTATIVE OR OF ANY SUCH REPRESENTATIVE, UNDERWRITER
OR SELECTED DEALER.


 


THIS
PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF: (I) THE CONSUMMATION BY STELLAR ACQUISITION III INC. (THE “COMPANY”)
OF A MERGER, CAPITAL STOCK EXCHANGE, ASSET ACQUISITION, STOCK PURCHASE, REORGANIZATION OR OTHER SIMILAR BUSINESS TRANSACTION (A
“BUSINESS TRANSACTION”) (AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT (AS DEFINED HEREIN))
AND (II) TWELVE MONTHS FOLLOWING THE EFFECTIVE DATE.  THIS PURCHASE OPTION SHALL BE VOID AFTER 5:00 P.M., NEW YORK CITY
LOCAL TIME, ON [●], 2021.


 


UNIT
PURCHASE OPTION


 


FOR
THE PURCHASE OF


 


200,000
UNITS


 


OF


 


Stellar
Acquisition III Inc.


 





	 	1.	Purchase Option.



 


THIS
CERTIFIES THAT, in consideration of $100 duly paid by or on behalf of Maxim Partners LLC, as registered owner of this Unit
Purchase Option (the “Holder” and, together with all other holders of any portion of this Unit Purchase Option
as the context herein requires, the “Holders”), to Stellar Acquisition III Inc., a company formed pursuant
to the laws of the Republic of the Marshall Islands (the “Company”), Holder is entitled, at any time or from
time to time after the closing of the Offering (as defined below) and during the period commencing (the “Commencement
Date”) on the later of: (i) the consummation of a Business Transaction and (ii) twelve months following the Effective
Date (defined below), and expiring at or before 5:00 p.m., New York City local time [●], 2021 (the “Expiration
Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to Two Hundred Thousand
(200,000) units (the “Units”) of the Company.  Each Unit consists of (i) one share of Common
Stock, $.0001 par value (“Common Stock”) and (ii) one warrant (the “Warrant(s)”) to
purchase one share of Common Stock.  The Warrants expire five years from the effective date (the “Effective
Date”) of the registration statement (the “Registration Statement”) pursuant to which Units are offered
for sale to the public (the “Offering”).  Each Warrant is on the same terms and conditions as the
warrants underlying the Units being registered for sale to the public by way of the Registration Statement.  If the
Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Option shall expire
on the next succeeding day that is not such a day in accordance with the terms herein.  During the period ending on
the Expiration Date, the Company agrees not to take any action that would terminate the Purchase Option.  This Purchase
Option is initially exercisable at $11.50 per Unit (the “Exercise Price”).  The number of Units purchasable
hereunder and the Exercise Price are subject to adjustment as provided in this Purchase Option.


 






     


     


    

  


	 	2.	Exercise.


 


2.1         Exercise.  This
Purchase Option may be exercised by the Holder in whole or in part at any time or in part from time to time on or after the Commencement
Date and before the Expiration Date by: (x) surrendering this Purchase Option to the Company, (y) delivering a subscription
form attached hereto as Annex I (duly executed by the Holder) and (z) making payment of the Exercise Price in cash, certified
or official bank check payable to the order of the Company or wire transfer of immediately available funds (to an account designated
by the Company), in any case in an amount obtained by multiplying (a) the number of Units designated by the Holder in the subscription
form by (b) the Exercise Price then in effect.  In the event of a partial exercise or assignment hereof, the Company
shall issue and deliver to or upon the order of the Holder a new Purchase Option of like tenor, in the name of the Holder or as
the Holder (upon payment by the Holder of applicable transfer taxes) may request, evidencing the right to purchase the aggregate
number of Units for which such Purchase Option may still be exercised.  If the subscription rights represented hereby
shall not be exercised at or before 5:00 p.m., New York City local time on the Expiration Date, this Purchase Option automatically
shall become and be void, without further force or effect, and all rights represented hereby shall cease and expire.


 


2.2         Legend.  Each
certificate for the Units issued upon exercise of this Purchase Option and each certificate representing the underlying Common
Stock and Warrants and the Common Stock issuable upon exercise of the underlying Warrants (the “Warrant Shares”)
shall bear a legend as follows, unless such Units, Common Stock, Warrants and/or Warrant Shares (collectively, the “Securities”)
have been registered under the Securities Act of 1933, as amended (the “Act”):


 


“THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR
OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION
FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE.”


 


2.3         Cashless
Exercise.  In lieu of the payment of the Exercise Price multiplied by the number of Units for which this Purchase
Option is exercisable (and in lieu of being entitled to receive Common Stock and Warrants) in the manner required by Section 2.1,
the Holder shall have the right (but not the obligation) to convert any exercisable but unexercised portion of this Purchase Option
into Units (the “Conversion Right”) as follows: upon exercise of the Conversion Right, the Company shall deliver
to the Holder (without payment by the Holder of any of the Exercise Price in cash) that number of shares of Common Stock and Warrants
comprising that number of Units equal to the quotient obtained by dividing (x) the Value (as defined below) of the portion of
the Purchase Option being converted by (y) the Current Market Value (as defined below) of the portion of the Purchase Option being
converted.  The “Value” of the portion of the Purchase Option being converted shall equal the remainder
derived from subtracting (a) (i) the Exercise Price multiplied by (ii) the number of Units underlying the portion of this Purchase
Option being converted from (b) the Current Market Value (as defined below) of a Unit multiplied by the number of Units underlying
the portion of the Purchase Option being converted.


 


As
used herein, the term “Current Market Value” per Unit at any date shall mean:


 


(a)         in
the event that neither the Units nor Warrants are still trading, the remainder derived from subtracting (i) the exercise price
of the Warrants multiplied by the number of Warrant Shares issuable upon exercise of the Warrants underlying one Unit from (ii)
(x) the Current Market Price of the Common Stock multiplied by (y) the number of shares of Common Stock underlying one Unit, which
shall include the shares of Common Stock underlying Warrants included in such Unit;


 


(b)         in
the event the Units are still trading, the Current Market Price of the Units; and


 


(c)         in
the event that the Units are not still trading but the Common Stock and Warrants underlying the Units are still trading the sum
of (i) the Current Market Price of the Common Stock underlying one Unit, which shall not include the Warrant Shares underlying
the Warrants included in such Unit and (ii) the product of (x) the Current Market Price of the Warrants and (y) the number of
Warrant Shares underlying the Warrants included in one Unit.


 






    	 	-2-	 



     


    

 


As
used herein, the term “Current Market Price” shall mean (i) if the Common Stock (or Units or Warrants, as the
case may be) are listed on a national securities exchange or quoted on the OTC Bulletin Board (or successor Exchange), the average
of the sale price of the Common Stock (or Units or Warrants) in the principal trading market for the Common Stock as reported
by the exchange or the OTC Bulletin Board, as the case may be, for the ten trading days ending on the third business day prior
to exercise; (ii) if the Common Stock (or Units or Warrants, as the case may be) are not listed on a national securities exchange
or quoted on the OTC Bulletin Board (or successor exchange), but are traded in the residual over-the-counter market, the closing
bid price for the Common Stock (or Units or Warrants) on the last trading day preceding the date in question for which such quotations
are reported by the Pink Sheets, LLC or similar publisher of such quotations; and (iii) if the fair market value of the Common
Stock (or Units or Warrants) cannot be determined pursuant to clause (i) or (ii) above, such price as the Board of Directors of
the Company shall determine, in good faith.


 


2.4         Mechanics
of Cashless Exercise.  The cashless exercise right set forth herein may be exercised by the Holder on any business
day on or after the Commencement Date and not later than the Expiration Date by delivering the Purchase Option with the duly executed
exercise form attached hereto with the cashless exercise section completed to the Company, exercising the cashless exercise right
and specifying the total number of Units the Holder will purchase pursuant to such right.


 


2.5         No
Cash Settlement.  Notwithstanding anything to the contrary contained in this Purchase Option, under no circumstances
will the Company be required to net cash settle the exercise of the Purchase Option or the Warrants underlying the Purchase Option.


 


	 	3. 	Transfer.


 


3.1         General
Restrictions.  Holder agrees that, pursuant to the Lock-Up Period (as defined below) of FINRA Rule 5110(g)(1), it
will not (a) sell, transfer, assign, pledge, hypothecate or otherwise transfer this Purchase Option (including the Securities
hereunder) other than to a bona fide officer or partner of the Holder or any selected dealer in connection with the Offering,
in each case in accordance with FINRA Conduct Rule 5110(g)(1), or (b) cause this Purchase Option or the Securities hereunder to
be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition
of this Purchase Option or the Securities hereunder, except as provided for in FINRA Rule 5110(g)(2).  As used herein,
the term “Lock-Up Period” means the period beginning on the date hereof and ending on the one hundred eighty
day anniversary of the Effective Date.


 


3.2         Restrictions
Imposed by the Act.  The Securities evidenced by this Purchase Option shall not be transferred unless and until
(i) the Company has received the opinion of counsel for the Holder that the Securities may be transferred pursuant to an exemption
from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable
satisfaction of the Company (the Company hereby agreeing that the opinion of Loeb & Loeb LLP shall be deemed satisfactory
evidence of the availability of an exemption), or (ii) a registration statement or a post-effective amendment to the Registration
Statement relating to such Securities has been filed by the Company and declared effective by the Securities and Exchange Commission
(the “SEC”) and compliance with applicable state securities law has been established.


 


	 	4.	New Purchase Options to be Issued.






 


4.1         Partial
Exercise or Transfer.  Subject to the restrictions in Section 3 hereof, this Purchase Option may be exercised or
assigned in whole or in part. In order to make any permitted assignment or transfer, the Holder must deliver to the Company the
assignment form attached hereto as Annex II duly executed and completed, together with the Purchase Option and payment of all
transfer taxes, if any, payable in connection therewith.  The Company shall within five (5) business days transfer this
Purchase Option on the books of the Company and shall execute and deliver a new Purchase Option or Purchase Options of like tenor
to the appropriate assignee(s) expressly evidencing the right to purchase the aggregate number of Units purchasable hereunder
or such portion of such number as shall be contemplated by any such assignment or transfer.


 


4.2         Lost
Certificate.  Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation
of this Purchase Option and of reasonably satisfactory indemnification or the posting of a bond, the Company shall execute and
deliver a new Purchase Option of like tenor and date. Any such new Purchase Option executed and delivered as a result of such
loss, theft, mutilation or destruction shall constitute a substitute contractual obligation on the part of the Company.


 






    	 	-3-	 



     


    

 





	 	5.	Registration Rights.



 


5.1         Demand
Registration.


 


5.1.1           Grant
of Right.  If at any time during a period of five (5) years commencing on the Effective Date when there
is not an effective registration statement covering all of the Registrable Securities (defined below), the Company, upon written
demand (a “Demand Notice”) of the Holder(s) of at least 51% (the “Majority Holders”) of
the Purchase Options and/or the underlying Units and/or the underlying Securities, agrees to register all or any portion of the
Purchase Option and the underlying Securities (collectively, the “Registrable Securities”) as requested by
the Majority Holders. The Company will file a registration statement or a post-effective amendment to the Registration Statement
covering the Registrable Securities within sixty (60) days after receipt of a Demand Notice and use its commercially reasonable
efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter, subject
to compliance with review by the SEC. The demand for registration may be made at any time beginning on the Commencement Date.  The
Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered
Holders of the Purchase Options and/or the Registrable Securities within ten (10) days from the date of the receipt of any such
Demand Notice.


 


5.1.2           Terms.  The
Company shall bear all fees and expenses attendant to registering the Registrable Securities, including the expenses of one legal
counsel selected by the Majority Holders to represent them in connection with the registration of the Registrable Securities (such
fees and expenses of legal counsel not to exceed $[10,000]), but the Holders shall pay any and all underwriting commissions.  The
Company agrees to use its commercially reasonable efforts to qualify or register the Registrable Securities in such States as
are reasonably requested by the Majority Holder(s); provided, however, that in no event shall the Company be required to register
the Registrable Securities in a State in which such registration would cause (i) the Company to be obligated to qualify to do
business in such State, or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction
or (ii) the principal shareholders of the Company to be obligated to escrow their shares of capital stock of the Company.  The
Company shall cause any registration statement or post-effective amendment filed pursuant to the demand rights granted under Section
5.1.1 to remain effective for a period of the later of (a) the exercise period of the Warrants or  (b) two (2) years
from the effective date of such registration statement or post-effective amendment; provided, however, the Company shall
not be required to cause such registration statement or post-effective amendment filed pursuant to such demand rights granted
under Section 5.1.1 to remain effective for the periods described in this Section 5.1.2 if such (i) Registrable Securities have
all been sold, transferred, disposed of or exchanged in accordance with such registration statement or post-effective amendment
and such Registrable Securities are no longer subject to transfer restrictions; (ii) such Registrable Securities shall have been
otherwise transferred, new certificates for them (if issued in certificated form) not bearing a legend restricting further transfer
shall have been delivered by the Company and subsequent public distribution of them shall not require registration under the Act;
or (iii) such Registrable Securities shall have ceased to be outstanding.


 






    	 	-4-	 



     


    

 


5.2         “Piggy-Back”
Registration.


 


5.2.1           Grant
of Right.  If at any time during a period of seven (7) years commencing on the Effective Date when there is not
an effective registration statement covering all of the Registrable Securities, the Company shall determine to prepare and file
with the SEC a registration statement relating to an offering under the Act of any of its securities, other than pursuant to SEC
Form S-4 or S-8 or any equivalent form, the Company, upon the request of any Holder, as described below, shall cause the registration
under the Act of the Registrable Securities as part of any such registration statement filed by the Company; provided, however,
that if, in the written opinion of the Company’s managing underwriter or underwriters, if any, for such offering, the inclusion
of the Registrable Securities, when added to the securities being registered by the Company or the selling shareholder(s), will
exceed the maximum amount of the Company’s securities (the “Maximum Number of Shares”) which can be marketed
(i) at a price reasonably related to their then current market value, and (ii) without materially and adversely affecting
the entire offering, then the Company shall include in any such registration:


 


(i)           If
the registration is undertaken for the Company’s account: (A) first, the Common Stock or other securities that the
Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum
Number of Shares has not been reached under the foregoing clause (A), the Common Stock, if any, including the Registrable Securities,
as to which registration has been requested pursuant to written contractual piggy-back registration rights of security holders
that are in effect on the date hereof (pro rata in accordance with the number of shares of Common Stock which each such person
has actually requested to be included in such registration, regardless of the number of shares of Common Stock with respect to
which such persons have the right to request such inclusion) that can be sold without exceeding the Maximum Number of Shares;
and


 


(ii)           If
the registration is a “demand” registration undertaken at the demand of persons other than the holders of Registrable
Securities pursuant to written contractual arrangements with such persons, (A) first, the Common Stock for the account of the
demanding persons that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum
Number of Shares has not been reached under the foregoing clause (A), the Common Stock or other securities that the Company desires
to sell that can be sold without exceeding the Maximum Number of Shares; and (C) third, to the extent that the Maximum Number
of Shares has not been reached under the foregoing clauses (A) and (B), the Registrable Securities as to which registration has
been requested under this Section 5.2 (pro rata in accordance with the number of shares of Registrable Securities held by each
such holder); and (D) fourth, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses
(A), (B) and (C), the Common Stock, if any, as to which registration has been requested pursuant to written contractual piggy-back
registration rights which other shareholders desire to sell that can be sold without exceeding the Maximum Number of Shares.


 


5.2.2           Terms.  The
Company shall bear all reasonable fees and expenses attendant to registering the Registrable Securities, including the reasonable
expenses of one legal counsel selected by the Majority Holders to represent them in connection with the registration of the Registrable
Securities (such fees and expenses of legal counsel not to exceed [$10,000]) but the Holders shall pay any and all underwriting
commissions related to the Registrable Securities.  In the event of such a proposed registration, the Company shall
furnish the then Holders of outstanding Registrable Securities with not less than fifteen (15) days’ written notice prior
to the proposed date of filing of such registration statement. Such notice to the Holders shall continue to be given for each
applicable registration statement filed (during the period in which the Purchase Option is exercisable) by the Company until such
time as all of the Registrable Securities have been registered and sold. The holders of the Registrable Securities shall exercise
the “piggy-back” rights provided for herein by giving written notice, within ten days of the receipt of the Company’s
notice of its intention to file a registration statement. The Company shall cause any registration statement filed pursuant to
the above “piggyback” rights to remain effective for at least nine months from the date that the Holders of the Registrable
Securities are first given the opportunity to sell all of such securities; provided, however, the Company shall not be required
to cause such registration statement to remain effective for the period described above if such (i) Registrable Securities have
all been sold, transferred, disposed of or exchanged in accordance with such registration statement and such Registrable Securities
are no longer subject to transfer restrictions; (ii) such Registrable Securities shall have been otherwise transferred, new certificates
for them (if issued in certificated form) not bearing a legend restricting further transfer shall have been delivered by the Company
and subsequent public distribution of them shall not require registration under the Act; or (iii) such Registrable Securities
shall have ceased to be outstanding.


 


5.2.3           The
Company agrees, at its sole expense, to use its commercially reasonable efforts to qualify or register the Registrable Securities
in such States as are reasonably requested by the Majority Holder(s); provided, however, that in no event shall the Company be
required to register the Registrable Securities in a State in which such registration would cause (i) the Company to be obligated
to qualify to do business in such State, or would subject the Company to taxation as a foreign corporation doing business in such
jurisdiction or (ii) the principal shareholders of the Company to be obligated to escrow their shares of capital stock of the
Company. 


 






    	 	-5-	 



     


    

 


5.3         General
Terms.


  


5.3.1           Indemnification.  The
Company shall, notwithstanding any termination of this Purchase Option, indemnify and hold harmless each Holder, the officers,
directors, agents, brokers, investment advisors and employees of each of them and each person, if any, who controls such Holders
within the meaning of Section 15 of the Act or Section 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and the officers, directors, agents and employees of such controlling person, to the fullest extent permitted
by applicable law, from and against all loss, claim, damage, expense or liability (including all reasonable attorneys’ fees
and other expenses reasonably incurred in investigating, preparing or defending against litigation, commenced or threatened, or
any claim whatsoever whether arising out of any action between the underwriter and the Company or between the underwriter and
any third party or otherwise) to which any of them may become subject under the Act, the Exchange Act or otherwise, arising out
of or relating to such registration statement filed pursuant to this Section 5 and any prospectus contained in the registration
statement or in any amendment or supplement thereto, except only to the same extent and with the same effect as the provisions
pursuant to which the Company has agreed to indemnify the underwriters contained in Section 5.1of the Underwriting Agreement
(the “Underwriting Agreement”) between the Company and Maxim Group, LLC, (the “Representative”)
and the other underwriters named therein, dated the Effective Date.  Each Holder of the Registrable Securities to be
sold pursuant to such registration statement, and their successors and assigns, shall severally, and not jointly, indemnify the
Company, its officers and directors and each person, if any, who controls the Company within the meaning of Section 15 of the
Act or Section 20(a) of the Exchange Act, against all loss, claim, damage, expense or liability (including all reasonable attorneys’
fees and other expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they
may become subject under the Act, the Exchange Act or otherwise, arising from information furnished by or on behalf of such Holders,
or their successors or assigns, in writing, for specific inclusion in such registration statement to the same extent and with
the same effect as the provisions contained in Section 5.2 of the Underwriting Agreement pursuant to which the underwriters have
agreed to indemnify the Company.


 


5.3.2           Exercise
of Purchase Options.  Nothing contained in this Purchase Option shall be construed as requiring any Holder to exercise
their Purchase Options or Warrants underlying such Purchase Options prior to or after the filing of any registration statement
or the effectiveness thereof.


 


5.3.3           Documents
Delivered to Holders.  The Company shall furnish to the Representative, as representative of the Holders participating
in any of the foregoing offerings, a signed counterpart, addressed to the participating Holders, of (i) an opinion of counsel
to the Company, dated the effective date of such registration statement (and, if such registration includes an underwritten public
offering, an opinion dated the date of the closing under any underwriting agreement related thereto), and (ii) a “cold comfort”
letter dated the effective date of such registration statement (and, if such registration includes an underwritten public offering,
a letter dated the date of the closing under the underwriting agreement) signed by the independent public accountants who have
issued a report on the Company’s financial statements included in such registration statement, in each case covering substantially
the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants’
letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of
issuer’s counsel and in accountants’ letters delivered to underwriters in underwritten public offerings of securities.  The
Company shall also deliver promptly to the Representative, as representative of the Holders participating in the offering, the
correspondence and memoranda described below and copies of all correspondence between the Commission and the Company, its counsel
or auditors and all memoranda relating to discussions with the Commission or its staff with respect to the registration statement
and permit the Representative, as representative of the Holders, to do such investigation, upon reasonable advance notice, with
respect to information contained in or omitted from the registration statement as it deems reasonably necessary to comply with
applicable securities laws or rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”).  Such
investigation shall include access to books, records and properties and opportunities to discuss the business of the Company with
its officers and independent auditors, all to such reasonable extent and at such reasonable times and as often as the Representative,
as representative of the Holders, shall reasonably request.  The Company shall not be required to disclose any confidential
information or other records to the Representative, as representative of the Holders, or to any other person, until and unless
such persons shall have entered into reasonable confidentiality agreements (in form and substance reasonably satisfactory to the
Company), with the Company with respect thereto.


 


5.3.4           Documents
to be Delivered by Holders(s).  Each Holder participating in any of the foregoing offerings shall furnish to the
Company a completed and executed questionnaire provided by the Company requesting information customarily sought of selling securityholders.


 






    	 	-6-	 



     


    

 


5.3.5           Underwriting
Agreement.  The Company shall enter into an underwriting agreement with the managing underwriter(s), if any, selected
by any Holders, whose Registrable Securities are being registered pursuant to this Section 5, which managing underwriter shall
be reasonably acceptable to the Company. Such agreement shall be reasonably satisfactory in form and substance to the Company
and its legal counsel, each Holder and such managing underwriters, and shall contain such representations, warranties and covenants
by the Company and such other terms as are customarily contained in agreements of that type used by the managing underwriter.
The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Registrable Securities and
may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit
of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not be required to make any
representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders
and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and contribution
obligations for selling shareholders as are customarily contained in agreements of that type used by the managing underwriter.
Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration
statement and other documents relating to any offering in which they include securities pursuant to this Section 5. Each Holder
shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method
of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities.


 


5.3.6           Rule
144 Sale.  Notwithstanding anything contained in this Section 5 to the contrary, the Company shall have no obligation
pursuant to Sections 5.1 or 5.2 for the registration of Registrable Securities held by any Holders (i) where such Holders would
then be entitled to sell under Rule 144 within any three month period (or such other period prescribed under Rule 144 as may be
provided by amendment thereof) all of the Registrable Securities held by such Holders, and (ii) where the number of Registrable
Securities held by such Holders is within the volume limitations under paragraph (e) of Rule 144 (calculated as if such Holders
were an affiliate within the meaning of Rule 144).


 


5.3.7           Supplemental
Prospectus.  Each Holder agrees, that upon receipt of any notice from the Company of the happening of any event
as a result of which the prospectus included in the Registration Statement, as then in effect, includes an untrue statement of
a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not
misleading in light of the circumstances then existing, such Holders will immediately discontinue disposition of Registrable Securities
pursuant to the Registration Statement covering such Registrable Securities until such Holders’ receipt of the copies of
a supplemental or amended prospectus, and, if so desired by the Company, such Holders shall deliver to the Company (at the expense
of the Company) or destroy (and deliver to the Company a certificate of such destruction) all copies, other than permanent file
copies then in such Holders’ possession, of the prospectus covering such Registrable Securities current at the time of receipt
of such notice.


 





	 	6.	Adjustments.



 


6.1         Adjustments
to Exercise Price and Number of Securities.  The Exercise Price and the number of Units underlying the Purchase
Option shall be subject to adjustment from time to time as hereinafter set forth:


 


6.1.1           Stock
Dividends – Split-Ups.  If after the date hereof, the number of outstanding shares of Common Stock is increased
by a stock dividend payable in Common Stock or by a split-up of Common Stock or other similar event, then, on the effective date
thereof, the number of shares of Common Stock underlying each of the Units purchasable hereunder shall be increased in proportion
to such increase in outstanding shares of Common Stock.  In such case, the number of shares of Common Stock, and the
exercise price applicable thereto, underlying the Warrants underlying each of the Units purchasable hereunder shall be adjusted
in accordance with the terms of the Warrants.  For example, if the Company declares a two-for-one stock dividend and
at the time of such dividend this Purchase Option is for the purchase of one Unit at $11.50 whole Unit (each Warrant underlying
the Units is exercisable for $11.50 per share), upon effectiveness of the dividend, this Purchase Option will be adjusted to allow
for the purchase of one Unit at $11.50 per Unit, each Unit entitling the holder to receive two shares of Common Stock and two
Warrants (each Warrant exercisable for $5.75 per share).


 






    	 	-7-	 



     


    

 


6.1.2           Aggregation
of Shares.  If after the date hereof, the number of outstanding shares of Common Stock is decreased by a consolidation,
combination or reclassification of Common Stock or other similar event, then, on the effective date thereof, the number of shares
of Common Stock underlying each of the Units purchasable hereunder shall be decreased in proportion to such decrease in outstanding
shares of Common Stock.  In such case, the number of shares of Common Stock, and the exercise price applicable thereto,
underlying the Warrants underlying each of the Units purchasable hereunder shall be adjusted in accordance with the terms of the
Warrants.


 


6.1.3           Replacement
of Securities upon Reorganization, etc.  In case of any reclassification or reorganization of the outstanding shares
of Common Stock other than a change covered by Section 6.1.1 or 6.1.2 hereof or that solely affects the par value of such shares
of Common Stock, or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation
or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization
of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the property
of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Holders of
this Purchase Option shall have the right thereafter (until the expiration of the right of exercise of this Purchase Option) to
receive upon the exercise hereof, for the same aggregate Exercise Price payable hereunder immediately prior to such event, the
kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization,
merger or consolidation, or upon a dissolution following any such sale or transfer, by a Holders of the number of shares of Common
Stock of the Company obtainable upon exercise of this Purchase Option and the underlying Warrants immediately prior to such event;
and if any reclassification also results in a change in shares of Common Stock covered by Section 6.1.1 or 6.1.2, then such adjustment
shall be made pursuant to Sections 6.1.1, 6.1.2 and this Section 6.1.3. The provisions of this Section 6.1.3 shall similarly apply
to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.


 


6.1.4           Changes
in Form of Purchase Option.  This form of Purchase Option need not be changed because of any change pursuant to
this Section, and the Purchase Options issued after such change may state the same Exercise Price and the same number of Units
as are stated in the Purchase Options initially issued pursuant to this Agreement. The acceptance by any Holders of the issuance
of new Purchase Options reflecting a required or permissive change shall not be deemed to waive any rights to an adjustment occurring
after the Commencement Date or the computation thereof.


 


6.2           Substitute
Purchase Option.  In case of any consolidation of the Company with, or merger of the Company with, or merger of
the Company into, another corporation (other than a consolidation or merger which does not result in any reclassification or change
of the outstanding shares of Common Stock), the corporation formed by such consolidation or merger shall execute and deliver to
the Holders a supplemental Purchase Option providing that the holder of each Purchase Option then outstanding or to be outstanding
shall have the right thereafter (until the stated expiration of such Purchase Option) to receive, upon exercise of such Purchase
Option, the kind and amount of shares of stock and other securities and property receivable upon such consolidation or merger,
by a holder of the number of shares of Common Stock of the Company for which such Purchase Option might have been exercised immediately
prior to such consolidation, merger, sale or transfer. Such supplemental Purchase Option shall provide for adjustments which shall
be identical to the adjustments provided in Section 6. The above provision of this Section shall similarly apply to successive
consolidations or mergers.


 


6.3           Elimination
of Fractional Interests.  The Company shall not be required to issue certificates representing fractions of Common
Stock or Warrants upon the exercise of the Purchase Option, nor shall it be required to issue scrip or pay cash in lieu of any
fractional interests, it being the intent of the parties that all fractional interests shall be eliminated by rounding any fraction
up or down to the nearest whole number of Warrants, Common Stock or other securities, properties or rights.


 






    	 	-8-	 



     


    

 


7.           Reservation
and Listing.  The Company shall at all times reserve and keep available out of its authorized Common Stock, solely
for the purpose of issuance upon exercise of the Purchase Options or the Warrants underlying the Purchase Option, such number
of shares of Common Stock or other securities, properties or rights as shall be issuable upon the exercise thereof.  The
Company covenants and agrees that, upon exercise of the Purchase Options and payment of the Exercise Price therefor, all Common
Stock and other securities issuable upon such exercise shall be duly and validly issued, fully paid and non-assessable and not
subject to preemptive rights of any shareholder.  The Company further covenants and agrees that upon exercise of the
Warrants underlying the Purchase Options and payment of the respective Warrant exercise price therefor, all Common Stock and other
securities issuable upon such exercise shall be duly and validly issued, fully paid and non-assessable and not subject to preemptive
rights of any shareholder.  As long as the Purchase Options shall be outstanding, the Company shall use its commercially
reasonable efforts to cause all (i) Units and Common Stock issuable upon exercise of the Purchase Options, (ii) Warrants
issuable upon exercise of the Purchase Options and (iii) Common Stock issuable upon exercise of the Warrants included in
the Units issuable upon exercise of the Purchase Option to be listed (subject to official notice of issuance) on all securities
exchanges (or, if applicable on the OTC Bulletin Board or any successor trading market) on which the Units, the Common Stock or
the Warrants may then be listed and/or quoted.


 





	 	8.	Certain
    Notice Requirements.



 


8.1         Holder’s
Right to Receive Notice.  Nothing herein shall be construed as conferring upon the Holders the right to vote or
consent as a shareholder for the election of directors or any other matter, or as having any rights whatsoever as a shareholder
of the Company.  If, however, at any time prior to the expiration of the Purchase Options and their exercise, any of
the events described in Section 8.2 shall occur, then, in one or more of said events, the Company shall give written notice of
such event at least fifteen (15) days prior to the date fixed as a record date or the date of closing the transfer books for the
determination of the shareholders entitled to such dividend, distribution, conversion or exchange of securities or subscription
rights, or entitled to vote on such proposed dissolution, liquidation, winding up or sale.  Such notice shall specify
such record date or the date of the closing of the transfer books, as the case may be.  Notwithstanding the foregoing,
the Company shall deliver to each Holder a copy of each notice given to the other shareholders of the Company at the same time
and in the same manner that such notice is given to the shareholders.


 


8.2         Events
Requiring Notice.  The Company shall be required to give the notice described in this Section 8 upon one or more
of the following events: (i) if the Company shall take a record of the holders of its Common Stock for the purpose of entitling
them to receive a dividend or distribution, or (ii) the Company shall offer to all the holders of its Common Stock any additional
shares of capital stock of the Company or securities convertible into, exercisable for or exchangeable for shares of capital stock
of the Company, or any option, right or warrant to subscribe therefor, or (iii) a dissolution, liquidation or winding up of the
Company (other than in connection with a consolidation or merger) or a sale of all or substantially all of its property, assets
and business or a merger of the Company wherein the separate existence of the Company shall cease shall be proposed.


 


8.3         Notice
of Change in Exercise Price.  The Company shall, promptly after an event requiring a change in the Exercise Price
pursuant to Section 6 hereof, send notice to the Holders of such event and change (a “Price Notice”). The Price
Notice shall describe the event causing the change and the method of calculating same and shall be certified as being true and
accurate by the Company’s Chief Executive Officer and Chief Financial Officer.


 


8.4         Transmittal
of Notices.  All notices, requests, consents and other communications under this Purchase Option shall be in writing
and shall be deemed to have been duly made when hand delivered, mailed by express mail or private courier service, or sent by
facsimile transmission, with confirmation of receipt: (i) If to the registered Holders of the Purchase Option, to the address
and/or fax number of such Holders as shown on the books of the Company, or (ii) if to the Company, to the following address or
fax number or to such other address or and fax number as the Company may designate by notice to the Holders:


 


Stellar
Acquisition III Inc.


90
Kifissias Avenue


Maroussi
15125


Athens,
Greece


Fax:  __________________


Attn:
Prokopios (Akis) Tsirigakis, Co-Chief Executive Officer


 






    	 	-9-	 



     


    

 


	 	9.	Miscellaneous.


 


9.1         Amendments.  The
Company and the Representative may from time to time supplement or amend this Purchase Option without the approval of any of the
Holders in order to cure any ambiguity, to correct or supplement any provision contained herein that may be defective or inconsistent
with any other provisions herein, or to make any other provisions in regard to matters or questions arising hereunder that the
Company and the Representative may deem necessary or desirable and that the Company and the Representative deem shall not adversely
affect the interest of the Holders.  All other modifications or amendments shall require the written consent of and
be signed by the party against whom enforcement of the modification or amendment is sought.


 


9.2         Headings.  The
headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the meaning
or interpretation of any of the terms or provisions of this Purchase Option.


 


9.3         Entire
Agreement.  This Purchase Option (together with the other agreements and documents being delivered pursuant to or
in connection with this Purchase Option) constitutes the entire agreement of the parties hereto with respect to the subject matter
hereof, and supersedes all prior agreements and understandings of the parties, oral and written, with respect to the subject matter
hereof.


 


9.4         Binding
Effect.  This Purchase Option shall inure solely to the benefit of and shall be binding upon, the Holders and the
Company and their permitted assignees, respective successors, legal representative and assigns, and no other person shall have
or be construed to have any legal or equitable right, remedy or claim under or in respect of or by virtue of this Purchase Option
or any provisions herein contained.


 


9.5         Governing
Law; Submission to Jurisdiction.  This Purchase Option shall be governed by and construed and enforced in accordance
with the laws of the State of New York, without giving effect to conflict of laws.  Each of the Company and the Holder
agree that any action, proceeding or claim against it arising out of, or relating in any way to this Purchase Option shall be
brought and enforced in the courts of the State of New York located in New York County or of the United States of America for
the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive.  Each
of the Company and the Holder hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient
forum. Any process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified
mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 8 hereof. Such mailing shall
be deemed personal service and shall be legal and binding upon the Company in any action, proceeding or claim. The Company and
the Holders agree that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all
of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with
the preparation therefor.


 


9.6         Waiver,
Etc.  The failure of the Company or the Holders to at any time enforce any of the provisions of this Purchase Option
shall not be deemed or construed to be a waiver of any such provision, nor to in any way affect the validity of this Purchase
Option or any provision hereof or the right of the Company or any Holders to thereafter enforce each and every provision of this
Purchase Option. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Purchase Option shall
be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such
waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver
of any other or subsequent breach, non-compliance or non-fulfillment.


 


9.7         Execution.  It
is agreed that deliver of the Company’s signature hereon by facsimile or other electronic method of delivery shall constitute
a valid signature and delivery.


 


9.8         Exchange
Agreement.  As a condition of the Holder’s receipt and acceptance of this Purchase Option, Holder agrees that,
at any time prior to the complete exercise of this Purchase Option by Holders, if the Company and the Representative, as representative
of the Holder, enter into an agreement (an “Exchange Agreement”) pursuant to which they agree that all outstanding
Purchase Options will be exchanged for securities or cash or a combination of both, then Holder shall agree to such exchange and
become a party to the Exchange Agreement.


 






    	 	-10-	 



     


    

 


IN
WITNESS WHEREOF, the Company has caused this Purchase Option to be signed by its duly authorized officer as of the [●]th
day of [●], 2016.


 


	STELLAR
    ACQUISITION III INC.	 
	 	 	 
	By:	 	 
	Name:	 Prokopios
    (Akis) Tsirigakis	 
	Title:	 Co-Chief
    Executive Officer	 


 




     


     


    

 


Annex
I


 


Form
to be used to exercise Purchase Option


STELLAR
ACQUISITION III INC.


90
Kifissias Avenue


Maroussi
15125


Athens,
Greece


 


Date:_________________,
201__


 


The
undersigned hereby elects irrevocably to exercise all or a portion of the within Purchase Option and to purchase ____ Units of
STELLAR ACQUISITION III INC. hereby makes payment of $____________ (at the rate of $_________ per Unit) in payment of the Exercise
Price pursuant thereto.  Please issue the Warrants as to which this Purchase Option is exercised in accordance with
the instructions given below.


 


or


 


The
undersigned hereby elects irrevocably to convert its right to purchase _________ Units purchasable under the within Purchase Option
by surrender of the unexercised portion of the attached Purchase Option (with a “Value” based of $_______ based on
a “Market Price” of $_______). Please issue the securities comprising the Units as to which this Purchase Option is
exercised in accordance with the instructions given below.


 


	 	 
	Signature	 
	 	 
	Signature
    Guaranteed	 


 


INSTRUCTIONS
FOR REGISTRATION OF SECURITIES


 


	Name	 
	 	(Print in
    Block Letters)
	 	 
	Address	 


 


NOTICE:
THE SIGNATURE TO THIS FORM MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE WITHIN PURCHASE OPTION IN EVERY PARTICULAR
WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A BANK, OTHER THAN A SAVINGS BANK, OR BY
A TRUST COMPANY OR BY A FIRM HAVING MEMBERSHIP ON A REGISTERED NATIONAL SECURITIES EXCHANGE.


 




    	 	I-1	 



     


    

 


Annex
II


 


Form
to be used to assign Purchase Option


 


ASSIGNMENT


 


(To
be executed by the registered Holders to effect a transfer of the within Purchase Option):


 


FOR
VALUE RECEIVED,___________________________________________ does hereby sell, assign and transfer unto______________________________________
the right to purchase __________ Units of STELLAR ACQUISITION III INC. (the “Company”) evidenced by the within
Purchase Option and does hereby authorize the Company to transfer such right on the books of the Company.


 


Dated:___________________,
201_


 


	 	 
	Signature	 
	 	 
	 	 
	Signature
    Guaranteed	 


 


NOTICE:
THE SIGNATURE TO THIS FORM MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE WITHIN PURCHASE OPTION IN EVERY PARTICULAR
WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A BANK, OTHER THAN A SAVINGS BANK, OR BY
A TRUST COMPANY OR BY A FIRM HAVING MEMBERSHIP ON A REGISTERED NATIONAL SECURITIES EXCHANGE.


 


 


II-1