Exhibit
10.15


 


PHUNWARE,
INC.


 


2009
EQUITY INCENTIVE PLAN


 


		1.	Purposes
                                         of the Plan. The purposes of this Plan are:



 


		●	to
                                         attract and retain the best available personnel for positions of substantial responsibility,



 


		●	to
                                         provide additional incentive to Employees, Directors and Consultants, and



 


		●	to
                                         promote the success of the Company’s business.



 


The
Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock and
Restricted Stock Units.


 


		2.	Definitions.
As used herein, the following definitions will apply:



 


(a)       “Administrator”
means the Board or any of its Committees as will be administering the Plan, in accordance with Section 4 of the Plan.


 


(b)       “Applicable
Laws” means the requirements relating to the administration of equity-based awards under U.S. state corporate laws,
U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or
quoted and the applicable laws of any foreign country or jurisdiction where Awards are, or will be, granted under the Plan.


 


(c)       “Award”
means, individually or collectively, a grant under the Plan of Options, Stock Appreciation Rights, Restricted Stock, or Restricted
Stock Units.


 


(d)       “Award
Agreement” means the written or electronic agreement setting forth the terms and provisions applicable to each Award
granted under the Plan. The Award Agreement is subject to the terms and conditions of the Plan.


 


(e)       “Board”
means the Board of Directors of the Company.


 


(f)       “Change
in Control” means the occurrence of any of the following events:


 


(i)       Change
in Ownership of the Company. A change in the ownership of the Company which occurs on the date that any one person, or more
than one person acting as a group (“Person”), acquires ownership of the stock of the Company that, together with the
stock held by such Person, constitutes more than 50% of the total voting power of the stock of the Company, except that any change
in the ownership of the stock of the Company as a result of a private financing of the Company that is approved by the Board will
not be considered a Change in Control; or


 






     


     


    

 


(ii)       Change
in Effective Control of the Company. If the Company has a class of securities registered pursuant to Section 12 of the Exchange
Act, a change in the effective control of the Company which occurs on the date that a majority of members of the Board is replaced
during any twelve (12) month period by Directors whose appointment or election is not endorsed by a majority of the members of
the Board prior to the date of the appointment or election. For purposes of this clause (ii), if any Person is considered to be
in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered
a Change in Control; or


 


(iii)       Change
in Ownership of a Substantial Portion of the Company’s Assets. A change in the ownership of a substantial portion of
the Company’s assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period
ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair
market value equal to or more than 50% of the total gross fair market value of all of the assets of the Company immediately prior
to such acquisition or acquisitions. For purposes of this subsection (iii), gross fair market value means the value of the assets
of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such
assets.


 


For
purposes of this Section 2(f), persons will be considered to be acting as a group if they are owners of a corporation that enters
into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company.


 


Notwithstanding
the foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event
within the meaning of Code Section 409A, as it has been and may be amended from time to time, and any proposed or final Treasury
Regulations and Internal Revenue Service guidance that has been promulgated or may be promulgated thereunder from time to time.


 


Further
and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (i) its sole purpose is to change the
state of the Company’s incorporation, or (ii) its sole purpose is to create a holding company that will be owned in substantially
the same proportions by the persons who held the Company’s securities immediately before such transaction.


 


(g)       “Code”
means the Internal Revenue Code of 1986, as amended. Any reference to a section of the Code herein will be a reference to any
successor or amended section of the Code.


 


(h)       “Committee”
means a committee of Directors or of other individuals satisfying Applicable Laws appointed by the Board, or by the compensation
committee of the Board, in accordance with Section 4 hereof.


 


(i)        “Common
Stock” means the common stock of the Company.


 


(j)        “Company”
means Phunware, Inc., a Delaware corporation, or any successor thereto.


 






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(k)       “Consultant”
means any person, including an advisor, engaged by the Company or a Parent or Subsidiary to render services to such entity.


 


(l)       “Director”
means a member of the Board.


 


(m)       “Disability”
means total and permanent disability as defined in Code Section 22(e)(3), provided that in the case of Awards other than Incentive
Stock Options, the Administrator in its discretion may determine whether a permanent and total disability exists in accordance
with uniform and non-discriminatory standards adopted by the Administrator from time to time.


 


(n)       “Employee”
means any person, including officers and Directors, employed by the Company or any Parent or Subsidiary of the Company. Neither
service as a Director nor payment of a director’s fee by the Company will be sufficient to constitute “employment”
by the Company.


 


(o)       “Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


(p)       “Exchange
Program” means a program under which (i) outstanding Awards are surrendered or cancelled in exchange for Awards of the
same type (which may have higher or lower exercise prices and different terms), Awards of a different type, and/or cash, (ii)
Participants would have the opportunity to transfer any outstanding Awards to a financial institution or other person or entity
selected by the Administrator, and/or (iii) the exercise price of an outstanding Award is reduced or increased. The Administrator
will determine the terms and conditions of any Exchange Program in its sole discretion.


 


(q)       “Fair
Market Value” means, as of any date, the value of Common Stock determined as follows:


 


(i)       If
the Common Stock is listed on any established stock exchange or a national market system, including without limitation the Nasdaq
Global Select Market, the Nasdaq Global Market or the Nasdaq Capital Market of The Nasdaq Stock Market, its Fair Market Value
will be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or system
on the day of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable;


 


(ii)       If
the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value
of a Share will be the mean between the high bid and low asked prices for the Common Stock on the day of determination (or, if
no bids and asks were reported on that date, as applicable, on the last trading date such bids and asks were reported), as reported
in The Wall Street Journal or such other source as the Administrator deems reliable; or


 


(iii)       In
the absence of an established market for the Common Stock, the Fair Market Value will be determined in good faith by the Administrator.


 






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(r)       “Incentive
Stock Option” means an Option that by its terms qualifies and is otherwise intended to qualify as an incentive stock
option within the meaning of Code Section 422 and the regulations promulgated thereunder.


 


(s)       “Nonstatutory
Stock Option” means an Option that by its terms does not qualify or is not intended to qualify as an Incentive Stock
Option.


 


(t)       “Option”
means a stock option granted pursuant to the Plan.


 


(u)       “Parent”
means a “parent corporation,” whether now or hereafter existing, as defined in Code Section 424(e).


 


(v)       “Participant”
means the holder of an outstanding Award.


 


(w)       “Period
of Restriction” means the period during which the transfer of Shares of Restricted Stock are subject to restrictions
and therefore, the Shares are subject to a substantial risk of forfeiture. Such restrictions may be based on the passage of time,
the achievement of target levels of performance, or the occurrence of other events as determined by the Administrator.


 


(x)       “Plan”
means this 2009 Equity Incentive Plan.


 


(y)       “Restricted
Stock” means Shares issued pursuant to an Award of Restricted Stock under Section 8 of the Plan, or issued pursuant
to the early exercise of an Option.


 


(z)       “Restricted
Stock Unit” means a bookkeeping entry representing an amount equal to the Fair Market Value of one Share, granted pursuant
to Section 9. Each Restricted Stock Unit represents an unfunded and unsecured obligation of the Company.


 


(aa)       “Service
Provider” means an Employee, Director or Consultant.


 


(bb)      “Share”
means a share of the Common Stock, as adjusted in accordance with Section 13 of the Plan.


 


(cc)       “Stock
Appreciation Right” means an Award, granted alone or in connection with an Option, that pursuant to Section 7 is designated
as a Stock Appreciation Right.


 


(dd)      “Subsidiary”
means a “subsidiary corporation,” whether now or hereafter existing, as defined in Code Section 424(f).


 


		3.	Stock
Subject to the Plan.



 


(a)       Stock
Subject to the Plan. Subject to the provisions of Section 13 of the Plan, the maximum aggregate number of Shares that may
be subject to Awards and sold under the Plan is 5,000,000 Shares. The Shares may be authorized but unissued, or reacquired Common
Stock.


 






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(b)       Lapsed
Awards. If an Award expires or becomes unexercisable without having been exercised in full, is surrendered pursuant to an
Exchange Program, or, with respect to Restricted Stock or Restricted Stock Units, is forfeited to or repurchased by the Company
due to the failure to vest, the unpurchased Shares (or for Awards other than Options or Stock Appreciation Rights the forfeited
or repurchased Shares) which were subject thereto will become available for future grant or sale under the Plan (unless the Plan
has terminated). With respect to Stock Appreciation Rights, only Shares actually issued pursuant to a Stock Appreciation Right
will cease to be available under the Plan; all remaining Shares under Stock Appreciation Rights will remain available for future
grant or sale under the Plan (unless the Plan has terminated). Shares that have actually been issued under the Plan under any
Award will not be returned to the Plan and will not become available for future distribution under the Plan; provided, however,
that if Shares issued pursuant to Awards of Restricted Stock or Restricted Stock Units are repurchased by the Company or are forfeited
to the Company due to the failure to vest, such Shares will become available for future grant under the Plan. Shares used to pay
the exercise price of an Award or to satisfy the tax withholding obligations related to an Award will become available for future
grant or sale under the Plan. To the extent an Award under the Plan is paid out in cash rather than Shares, such cash payment
will not result in reducing the number of Shares available for issuance under the Plan. Notwithstanding the foregoing and, subject
to adjustment as provided in Section 13, the maximum number of Shares that may be issued upon the exercise of Incentive Stock
Options will equal the aggregate Share number stated in Section 3(a), plus, to the extent allowable under Code Section 422 and
the Treasury Regulations promulgated thereunder, any Shares that become available for issuance under the Plan pursuant to Section
3(b).


 


(c)       Share
Reserve. The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as
will be sufficient to satisfy the requirements of the Plan.


 


		4.	Administration
of the Plan.



 


(a)       Procedure.


 


(i)       Multiple
Administrative Bodies. Different Committees with respect to different groups of Service Providers may administer the Plan.


 


(ii)      Other
Administration. Other than as provided above, the Plan will be administered by (A) the Board or (B) a Committee, which Committee
will be constituted to satisfy Applicable Laws.


 


(b)       Powers
of the Administrator. Subject to the provisions of the Plan, and in the case of a Committee, subject to the specific duties
delegated by the Board to such Committee, the Administrator will have the authority, in its discretion:


 


(i)       to
determine the Fair Market Value;


 


(ii)      to
select the Service Providers to whom Awards may be granted hereunder;


 


(iii)     to
determine the number of Shares to be covered by each Award granted hereunder;


 


(iv)     to
approve forms of Award Agreements for use under the Plan;


 






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(v)      to
determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder. Such terms and
conditions include, but are not limited to, the exercise price, the time or times when Awards may be exercised (which may be based
on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding
any Award or the Shares relating thereto, based in each case on such factors as the Administrator will determine;


 


(vi)     to
institute and determine the terms and conditions of an Exchange Program;


 


(vii)    to
construe and interpret the terms of the Plan and Awards granted pursuant to the Plan;


 


(viii)   to
prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans
established for the purpose of satisfying applicable foreign laws or for qualifying for favorable tax treatment under applicable
foreign laws;


 


(ix)      to
modify or amend each Award (subject to Section 18(c) of the Plan), including but not limited to the discretionary authority to
extend the post-termination exercisability period of Awards and to extend the maximum term of an Option (subject to Section 6(d));


 


(x)      to
allow Participants to satisfy withholding tax obligations in a manner prescribed in Section 14;


 


(xi)     to
authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Award previously granted
by the Administrator;


 


(xii)    to
allow a Participant to defer the receipt of the payment of cash or the delivery of Shares that otherwise would be due to such
Participant under an Award; and


 


(xiii)   to
make all other determinations deemed necessary or advisable for administering the Plan.


 


(c)       Effect
of Administrator’s Decision. The Administrator’s decisions, determinations and interpretations will be final and
binding on all Participants and any other holders of Awards.


 


5.            Eligibility.
Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, and Restricted Stock Units may be granted to Service
Providers. Incentive Stock Options may be granted only to Employees.


 


6.            Stock
Options.


 


(a)       Grant
of Options. Subject to the terms and provisions of the Plan, the Administrator, at any time and from time to time, may grant
Options in such amounts as the Administrator, in its sole discretion, will determine.


 






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(b)       Option
Agreement. Each Award of an Option will be evidenced by an Award Agreement that will specify the exercise price, the term
of the Option, the number of Shares subject to the Option, the exercise restrictions, if any, applicable to the Option, and such
other terms and conditions as the Administrator, in its sole discretion, will determine.


 


(c)       Limitations.
Each Option will be designated in the Award Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option. Notwithstanding
such designation, however, to the extent that the aggregate Fair Market Value of the Shares with respect to which Incentive Stock
Options are exercisable for the first time by the Participant during any calendar year (under all plans of the Company and any
Parent or Subsidiary) exceeds one hundred thousand dollars ($100,000), such Options will be treated as Nonstatutory Stock Options.
For purposes of this Section 6(c), Incentive Stock Options will be taken into account in the order in which they were granted,
the Fair Market Value of the Shares will be determined as of the time the Option with respect to such Shares is granted, and calculation
will be performed in accordance with Code Section 422 and Treasury Regulations promulgated thereunder.


 


(d)       Term
of Option. The term of each Option will be stated in the Award Agreement; provided, however, that the term will be no more
than ten (10) years from the date of grant thereof. In the case of an Incentive Stock Option granted to a Participant who, at
the time the Incentive Stock Option is granted, owns stock representing more than ten percent (10%) of the total combined voting
power of all classes of stock of the Company or any Parent or Subsidiary, the term of the Incentive Stock Option will be five
(5) years from the date of grant or such shorter term as may be provided in the Award Agreement.


 


(e)       Option
Exercise Price and Consideration.


 


(i)       Exercise
Price. The per Share exercise price for the Shares to be issued pursuant to the exercise of an Option will be determined by
the Administrator, but will be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant.
In addition, in the case of an Incentive Stock Option granted to an Employee who owns stock representing more than ten percent
(10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the per Share exercise price will
be no less than one hundred ten percent (110%) of the Fair Market Value per Share on the date of grant. Notwithstanding the foregoing
provisions of this Section 6(e)(i), Options may be granted with a per Share exercise price of less than one hundred percent (100%)
of the Fair Market Value per Share on the date of grant pursuant to a transaction described in, and in a manner consistent with,
Code Section 424(a).


 


(ii)       Waiting
Period and Exercise Dates. At the time an Option is granted, the Administrator will fix the period within which the Option
may be exercised and will determine any conditions that must be satisfied before the Option may be exercised.


 


(iii)       Form
of Consideration. The Administrator will determine the acceptable form of consideration for exercising an Option, including
the method of payment. In the case of an Incentive Stock Option, the Administrator will determine the acceptable form of consideration
at the time of grant. Such consideration may consist entirely of: (1) cash; (2) check; (3) promissory note, to the extent permitted
by Applicable Laws, (4) other Shares, provided that such Shares have a Fair Market Value on the date of surrender equal to the
aggregate exercise price of the Shares as to which such Option will be exercised and provided further that accepting such Shares
will not result in any adverse accounting consequences to the Company, as the Administrator determines in its sole discretion;
(5) consideration received by the Company under cashless exercise program (whether through a broker or otherwise) implemented
by the Company in connection with the Plan; (6) by net exercise, (7) such other consideration and method of payment for the issuance
of Shares to the extent permitted by Applicable Laws, or (8) any combination of the foregoing methods of payment. In making its
determination as to the type of consideration to accept, the Administrator will consider if acceptance of such consideration may
be reasonably expected to benefit the Company.


 






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(f)       Exercise
of Option.


 


(i)       Procedure
for Exercise; Rights as a Stockholder. Any Option granted hereunder will be exercisable according to the terms of the Plan
and at such times and under such conditions as determined by the Administrator and set forth in the Award Agreement. An Option
may not be exercised for a fraction of a Share.


 


An
Option will be deemed exercised when the Company receives: (i) notice of exercise (in such form as the Administrator may specify
from time to time) from the person entitled to exercise the Option, and (ii) full payment for the Shares with respect to which
the Option is exercised (together with applicable tax withholding). Full payment may consist of any consideration and method of
payment authorized by the Administrator and permitted by the Award Agreement and the Plan. Shares issued upon exercise of an Option
will be issued in the name of the Participant or, if requested by the Participant, in the name of the Participant and his or her
spouse. Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized
transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder will exist with respect
to the Shares subject to an Option, notwithstanding the exercise of the Option. The Company will issue (or cause to be issued)
such Shares promptly after the Option is exercised. No adjustment will be made for a dividend or other right for which the record
date is prior to the date the Shares are issued, except as provided in Section 13 of the Plan.


 


Exercising
an Option in any manner will decrease the number of Shares thereafter available, both for purposes of the Plan and for sale under
the Option, by the number of Shares as to which the Option is exercised.


 


(ii)       Termination
of Relationship as a Service Provider. If a Participant ceases to be a Service Provider, other than upon the Participant’s
termination as the result of the Participant’s death or Disability, the Participant may exercise his or her Option within
such period of time as is specified in the Award Agreement (but in no event later than the expiration of the term of such Option
as set forth in the Award Agreement) to the extent that the Option is vested on the date of termination. In the absence of a specified
time in the Award Agreement, the Option shall remain exercisable for three (3) months following the Participant’s termination.
Unless otherwise provided by the Administrator, if on the date of termination the Participant is not vested as to his or her entire
Option, the Shares covered by the unvested portion of the Option will revert to the Plan. If after termination the Participant
does not exercise his or her Option within the time specified by the Administrator, the Option will terminate, and the Shares
covered by such Option will revert to the Plan.


 






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(iii)       Disability
of Participant. If a Participant ceases to be a Service Provider as a result of the Participant’s Disability, the Participant
may exercise his or her Option within such period of time as is specified in the Award Agreement (but in no event later than the
expiration of the term of such Option as set forth in the Award Agreement) to the extent the Option is vested on the date of termination.
In the absence of a specified time in the Award Agreement, the Option shall remain exercisable for twelve (12) months following
the Participant’s termination. Unless otherwise provided by the Administrator, if on the date of termination the Participant
is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will revert to the Plan.
If after termination the Participant does not exercise his or her Option within the time specified herein, the Option will terminate,
and the Shares covered by such Option will revert to the Plan.


 


(iv)       Death
of Participant. If a Participant dies while a Service Provider, the Option may be exercised within such period of time as
is specified in the Award Agreement (but in no event later than the expiration of the term of such Option as set forth in the
Award Agreement) to the extent that the Option is vested on the date of death, by the Participant’s designated beneficiary,
provided such beneficiary has been designated prior to the Participant’s death in a form acceptable to the Administrator.
If no such beneficiary has been designated by the Participant, then such Option may be exercised by the personal representative
of the Participant’s estate or by the person(s) to whom the Option is transferred pursuant to the Participant’s will
or in accordance with the laws of descent and distribution. In the absence of a specified time in the Award Agreement, the Option
shall remain exercisable for twelve (12) months following the Participant’s termination. Unless otherwise provided by the
Administrator, if at the time of death Participant is not vested as to his or her entire Option, the Shares covered by the unvested
portion of the Option will immediately revert to the Plan. If the Option is not so exercised within the time specified herein,
the Option will terminate, and the Shares covered by such Option will revert to the Plan.


 


		7.	Stock
Appreciation Rights.



 


(a)       Grant
of Stock Appreciation Rights. Subject to the terms and conditions of the Plan, a Stock Appreciation Right may be granted to
Service Providers at any time and from time to time as will be determined by the Administrator, in its sole discretion.


 


(b)       Number
of Shares. The Administrator will have complete discretion to determine the number of Shares subject to any Award of Stock
Appreciation Rights.


 


(c)       Exercise
Price and Other Terms. The per Share exercise price for the Shares that will determine the amount of the payment to be received
upon exercise of a Stock Appreciation Right as set forth in Section 7(f) will be determined by the Administrator and will be no
less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant. Otherwise, the Administrator, subject
to the provisions of the Plan, will have complete discretion to determine the terms and conditions of Stock Appreciation Rights
granted under the Plan.


 


(d)       Stock
Appreciation Right Agreement. Each Stock Appreciation Right grant will be evidenced by an Award Agreement that will specify
the exercise price, the term of the Stock Appreciation Right, the conditions of exercise, and such other terms and conditions
as the Administrator, in its sole discretion, will determine.


 






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(e)       Expiration
of Stock Appreciation Rights. A Stock Appreciation Right granted under the Plan will expire upon the date determined by the
Administrator, in its sole discretion, and set forth in the Award Agreement. Notwithstanding the foregoing, the rules of Section
6(d) relating to the maximum term and Section 6(f) relating to exercise also will apply to Stock Appreciation Rights.


 


(f)       Payment
of Stock Appreciation Right Amount. Upon exercise of a Stock Appreciation Right, a Participant will be entitled to receive
payment from the Company in an amount determined by multiplying:


 


(i)       The
difference between the Fair Market Value of a Share on the date of exercise over the exercise price; times


 


(ii)      The
number of Shares with respect to which the Stock Appreciation Right is exercised.


 


At
the discretion of the Administrator, the payment upon Stock Appreciation Right exercise may be in cash, in Shares of equivalent
value, or in some combination thereof.


 


		8.	Restricted
Stock.



 


(a)       Grant
of Restricted Stock. Subject to the terms and provisions of the Plan, the Administrator, at any time and from time to time,
may grant Shares of Restricted Stock to Service Providers in such amounts as the Administrator, in its sole discretion, will determine.


 


(b)       Restricted
Stock Agreement. Each Award of Restricted Stock will be evidenced by an Award Agreement that will specify the Period of Restriction,
the number of Shares granted, and such other terms and conditions as the Administrator, in its sole discretion, will determine.
Unless the Administrator determines otherwise, the Company as escrow agent will hold Shares of Restricted Stock until the restrictions
on such Shares have lapsed.


 


(c)       Transferability.
Except as provided in this Section 8 or as the Administrator determines, Shares of Restricted Stock may not be sold, transferred,
pledged, assigned, or otherwise alienated or hypothecated until the end of the applicable Period of Restriction.


 


(d)       Other
Restrictions. The Administrator, in its sole discretion, may impose such other restrictions on Shares of Restricted Stock
as it may deem advisable or appropriate.


 


(e)       Removal
of Restrictions. Except as otherwise provided in this Section 8, Shares of Restricted Stock covered by each Restricted Stock
grant made under the Plan will be released from escrow as soon as practicable after the last day of the Period of Restriction
or at such other time as the Administrator may determine. The Administrator, in its discretion, may accelerate the time at which
any restrictions will lapse or be removed.


 


(f)       Voting
Rights. During the Period of Restriction, Service Providers holding Shares of Restricted Stock granted hereunder may exercise
full voting rights with respect to those Shares, unless the Administrator determines otherwise.


 






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(g)       Dividends
and Other Distributions. During the Period of Restriction, Service Providers holding Shares of Restricted Stock will be entitled
to receive all dividends and other distributions paid with respect to such Shares, unless the Administrator provides otherwise.
If any such dividends or distributions are paid in Shares, the Shares will be subject to the same restrictions on transferability
and forfeitability as the Shares of Restricted Stock with respect to which they were paid.


 


(h)       Return
of Restricted Stock to Company. On the date set forth in the Award Agreement, the Restricted Stock for which restrictions
have not lapsed will revert to the Company and again will become available for grant under the Plan.


 


		9.	Restricted
Stock Units.



 


(a)       Grant.
Restricted Stock Units may be granted at any time and from time to time as determined by the Administrator. After the Administrator
determines that it will grant Restricted Stock Units, it will advise the Participant in an Award Agreement of the terms, conditions,
and restrictions related to the grant, including the number of Restricted Stock Units.


 


(b)       Vesting
Criteria and Other Terms. The Administrator will set vesting criteria in its discretion, which, depending on the extent to
which the criteria are met, will determine the number of Restricted Stock Units that will be paid out to the Participant. The
Administrator may set vesting criteria based upon the achievement of Company-wide, business unit, or individual goals (including,
but not limited to, continued employment or service), or any other basis determined by the Administrator in its discretion.


 


(c)       Earning
Restricted Stock Units. Upon meeting the applicable vesting criteria, the Participant will be entitled to receive a payout
as determined by the Administrator. Notwithstanding the foregoing, at any time after the grant of Restricted Stock Units, the
Administrator, in its sole discretion, may reduce or waive any vesting criteria that must be met to receive a payout.


 


(d)       Form
and Timing of Payment. Payment of earned Restricted Stock Units will be made as soon as practicable after the date(s) determined
by the Administrator and set forth in the Award Agreement. The Administrator, in its sole discretion, may settle earned Restricted
Stock Units in cash, Shares, or a combination of both.


 


(e)       Cancellation.
On the date set forth in the Award Agreement, all unearned Restricted Stock Units will be forfeited to the Company.


 


10.          Compliance
With Code Section 409A. Awards will be designed and operated in such a manner that they are either exempt from the application
of, or comply with, the requirements of Code Section 409A, except as otherwise determined in the sole discretion of the Administrator.
The Plan and each Award Agreement under the Plan is intended to meet the requirements of Code Section 409A and will be construed
and interpreted in accordance with such intent, except as otherwise determined in the sole discretion of the Administrator. To
the extent that an Award or payment, or the settlement or deferral thereof, is subject to Code Section 409A the Award will be
granted, paid, settled or deferred in a manner that will meet the requirements of Code Section 409A, such that the grant, payment,
settlement or deferral will not be subject to the additional tax or interest applicable under Code Section 409A.


 






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11.          Leaves
of Absence/Transfer Between Locations. Unless the Administrator provides otherwise, vesting of Awards granted hereunder will
be suspended during any unpaid leave of absence. A Participant will not cease to be an Employee in the case of (i) any leave of
absence approved by the Company or (ii) transfers between locations of the Company or between the Company, its Parent, or any
Subsidiary. For purposes of Incentive Stock Options, no such leave may exceed three (3) months, unless reemployment upon expiration
of such leave is guaranteed by statute or contract. If reemployment upon expiration of a leave of absence approved by the Company
is not so guaranteed, then six (6) months following the first (1st) day of such leave, any Incentive Stock Option held
by the Participant will cease to be treated as an Incentive Stock Option and will be treated for tax purposes as a Nonstatutory
Stock Option.


 


12.          Limited
Transferability of Awards.


 


(a)       Unless
determined otherwise by the Administrator, Awards may not be sold, pledged, assigned, hypothecated, or otherwise transferred in
any manner other than by will or by the laws of descent and distribution, and may be exercised, during the lifetime of the Participant,
only by the Participant.


 


(b)       Further,
until the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, or after the Administrator
determines that it is, will, or may no longer be relying upon the exemption from registration under the Exchange Act as set forth
in Rule 12h-1(f) promulgated under the Exchange Act, an Option, or prior to exercise, the Shares subject to the Option, may not
be pledged, hypothecated or otherwise transferred or disposed of, in any manner, including by entering into any short position,
any “put equivalent position” or any “call equivalent position” (as defined in Rule 16a-1(h) and Rule
16a-1(b) of the Exchange Act, respectively), other than to (i) persons who are “family members” (as defined in Rule
701(c)(3) of the Securities Act of 1933, as amended (the “Securities Act”)) through gifts or domestic relations orders,
or (ii) to an executor or guardian of the Participant upon the death or disability of the Participant. Notwithstanding the foregoing
sentence, the Administrator, in its sole discretion, may determine to permit transfers to the Company or in connection with a
Change in Control or other acquisition transactions involving the Company to the extent permitted by Rule 12h-1(f).


 


13.          Adjustments;
Dissolution or Liquidation; Merger or Change in Control.


 


(a)       Adjustments.
In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property),
recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase,
or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting
the Shares occurs, the Administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended
to be made available under the Plan, will adjust the number and class of Shares that may be delivered under the Plan and/or the
number, class, and price of Shares covered by each outstanding Award.


 






    	 	-12-	 



     


    

 


(b)       Dissolution
or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Administrator will notify each
Participant as soon as practicable prior to the effective date of such proposed transaction. To the extent it has not been previously
exercised, an Award will terminate immediately prior to the consummation of such proposed action.


 


(c)       Merger
or Change in Control. In the event of a merger or Change in Control, each outstanding Award will be treated as the Administrator
determines without a Participant’s consent, including, without limitation, that (i) Awards will be assumed, or substantially
equivalent Awards will be substituted, by the acquiring or succeeding corporation (or an affiliate thereof) with appropriate adjustments
as to the number and kind of shares and prices; (ii) upon written notice to a Participant, that the Participant’s Awards
will terminate upon or immediately prior to the consummation of such merger or Change in Control (subject to the provisions of
the proceeding paragraph); (iii) outstanding Awards will vest and become exercisable, realizable, or payable, or restrictions
applicable to an Award will lapse, in whole or in part prior to or upon consummation of such merger or Change in Control, and,
to the extent the Administrator determines, terminate upon or immediately prior to the effectiveness of such merger of Change
in Control; (iv) (A) the termination of an Award in exchange for an amount of cash and/or property, if any, equal to the amount
that would have been attained upon the exercise of such Award or realization of the Participant’s rights as of the date
of the occurrence of the transaction (and, for the avoidance of doubt, if as of the date of the occurrence of the transaction
the Administrator determines in good faith that no amount would have been attained upon the exercise of such Award or realization
of the Participant’s rights, then such Award may be terminated by the Company without payment), or (B) the replacement of
such Award with other rights or property selected by the Administrator in its sole discretion; or (v) any combination of the foregoing.
In taking any of the actions permitted under this subsection 13(c), the Administrator will not be obligated to treat all Awards,
all Awards held by a Participant, or all Awards of the same type, similarly.


 


In
the event that the successor corporation does not assume or substitute for the Award (or portion thereof), the Participant will
fully vest in and have the right to exercise all of his or her outstanding Options and Stock Appreciation Rights, including Shares
as to which such Awards would not otherwise be vested or exercisable, all restrictions on Restricted Stock and Restricted Stock
Units will lapse, and, with respect to Awards with performance-based vesting, all performance goals or other vesting criteria
will be deemed achieved at one hundred percent (100%) of target levels and all other terms and conditions met. In addition, if
an Option or Stock Appreciation Right is not assumed or substituted in the event of a merger or Change in Control, the Administrator
will notify the Participant in writing or electronically that the Option or Stock Appreciation Right will be exercisable for a
period of time determined by the Administrator in its sole discretion, and the Option or Stock Appreciation Right will terminate
upon the expiration of such period.


 


For
the purposes of this subsection 13(c), an Award will be considered assumed if, following the merger or Change in Control, the
Award confers the right to purchase or receive, for each Share subject to the Award immediately prior to the merger or Change
in Control, the consideration (whether stock, cash, or other securities or property) received in the merger or Change in Control
by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice
of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however,
that if such consideration received in the merger or Change in Control is not solely common stock of the successor corporation
or its Parent, the Administrator may, with the consent of the successor corporation, provide for the consideration to be received
upon the exercise of an Option or Stock Appreciation Right or upon the payout of a Restricted Stock Unit, for each Share subject
to such Award, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share
consideration received by holders of Common Stock in the merger or Change in Control.


 






    	 	-13-	 



     


    

 


Notwithstanding
anything in this Section 13(c) to the contrary, an Award that vests, is earned or paid-out upon the satisfaction of one or more
performance goals will not be considered assumed if the Company or its successor modifies any of such performance goals without
the Participant’s consent; provided, however, a modification to such performance goals only to reflect the successor corporation’s
post-Change in Control corporate structure will not be deemed to invalidate an otherwise valid Award assumption.


 


Notwithstanding
anything in this Section 13(c) to the contrary, if a payment under an Award Agreement is subject to Code Section 409A and if the
change in control definition contained in the Award Agreement does not comply with the definition of “change of control”
for purposes of a distribution under Code Section 409A, then any payment of an amount that is otherwise accelerated under this
Section will be delayed until the earliest time that such payment would be permissible under Code Section 409A without triggering
any penalties applicable under Code Section 409A.


 


		14.	Tax
Withholding.



 


(a)       Withholding
Requirements. Prior to the delivery of any Shares or cash pursuant to an Award (or exercise thereof), the Company will have
the power and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy
federal, state, local, foreign or other taxes (including the Participant’s FICA obligation) required to be withheld with
respect to such Award (or exercise thereof).


 


(b)       Withholding
Arrangements. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time,
may permit a Participant to satisfy such tax withholding obligation, in whole or in part by (without limitation) (i) paying cash,
(ii) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum statutory
amount required to be withheld, (iii) delivering to the Company already-owned Shares having a Fair Market Value equal to the statutory
amount required to be withheld, provided the delivery of such Shares will not result in any adverse accounting consequences, as
the Administrator determines in its sole discretion, or (iv) selling a sufficient number of Shares otherwise deliverable to the
Participant through such means as the Administrator may determine in its sole discretion (whether through a broker or otherwise)
equal to the amount required to be withheld. The amount of the withholding requirement will be deemed to include any amount which
the Administrator agrees may be withheld at the time the election is made, not to exceed the amount determined by using the maximum
federal, state or local marginal income tax rates applicable to the Participant with respect to the Award on the date that the
amount of tax to be withheld is to be determined. The Fair Market Value of the Shares to be withheld or delivered will be determined
as of the date that the taxes are required to be withheld.


 






    	 	-14-	 



     


    

 


15.          No
Effect on Employment or Service. Neither the Plan nor any Award will confer upon a Participant any right with respect to continuing
the Participant’s relationship as a Service Provider with the Company, nor will they interfere in any way with the Participant’s
right or the Company’s right to terminate such relationship at any time, with or without cause, to the extent permitted
by Applicable Laws.


 


16.          Date
of Grant. The date of grant of an Award will be, for all purposes, the date on which the Administrator makes the determination
granting such Award, or such other later date as is determined by the Administrator. Notice of the determination will be provided
to each Participant within a reasonable time after the date of such grant.


 


17.          Term
of Plan. Subject to Section 21 of the Plan, the Plan will become effective upon its adoption by the Board. Unless sooner terminated
under Section 18, it will continue in effect for a term of ten (10) years from the later of (a) the effective date of the Plan,
or (b) the earlier of the most recent Board or stockholder approval of an increase in the number of Shares reserved for issuance
under the Plan.


 


18.          Amendment
and Termination of the Plan.


 


(a)       Amendment
and Termination. The Board may at any time amend, alter, suspend or terminate the Plan.


 


(b)       Stockholder
Approval. The Company will obtain stockholder approval of any Plan amendment to the extent necessary and desirable to comply
with Applicable Laws.


 


(c)       Effect
of Amendment or Termination. No amendment, alteration, suspension or termination of the Plan will impair the rights of any
Participant, unless mutually agreed otherwise between the Participant and the Administrator, which agreement must be in writing
and signed by the Participant and the Company. Termination of the Plan will not affect the Administrator’s ability to exercise
the powers granted to it hereunder with respect to Awards granted under the Plan prior to the date of such termination.


 


19.          Conditions
Upon Issuance of Shares.


 


(a)       Legal
Compliance. Shares will not be issued pursuant to the exercise of an Award unless the exercise of such Award and the issuance
and delivery of such Shares will comply with Applicable Laws and will be further subject to the approval of counsel for the Company
with respect to such compliance.


 


(b)       Investment
Representations. As a condition to the exercise of an Award, the Company may require the person exercising such Award to represent
and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention
to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required.


 


20.          Inability
to Obtain Authority. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which
authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, will
relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority
will not have been obtained.


 


21.          Stockholder
Approval. The Plan will be subject to approval by the stockholders of the Company within twelve (12) months after the date
the Plan is adopted by the Board. Such stockholder approval will be obtained in the manner and to the degree required under Applicable
Laws.


 


22.          Information
to Participants. Beginning on the earlier of (i) the date that the aggregate number of Participants under this Plan is five
hundred (500) or more and the Company is relying on the exemption provided by Rule 12h-1(f)(1) under the Exchange Act and (ii)
the date that the Company is required to deliver information to Participants pursuant to Rule 701 under the Securities Act, and
until such time as the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, is no
longer relying on the exemption provided by Rule 12h-1(f)(1) under the Exchange Act or is no longer required to deliver information
to Participants pursuant to Rule 701 under the Securities Act, the Company shall provide to each Participant the information described
in paragraphs (e)(3), (4), and (5) of Rule 701 under the Securities Act not less frequently than every six (6) months with the
financial statements being not more than 180 days old and with such information provided either by physical or electronic delivery
to the Participants or by written notice to the Participants of the availability of the information on an Internet site that may
be password-protected and of any password needed to access the information. The Company may request that Participants agree to
keep the information to be provided pursuant to this section confidential. If a Participant does not agree to keep the information
to be provided pursuant to this section confidential, then the Company will not be required to provide the information unless
otherwise required pursuant to Rule 12h-1(f)(1) under the Exchange Act or Rule 701 of the Securities Act.


 






    	 	-15-	 



     


    

 





APPENDIX
A


 


To


 


PHUNWARE
2009 EQUITY INCENTIVE PLAN


 


(for
California residents only, to the extent required by 25102(o))


 


This
Appendix A to the Phunware, Inc., 2009 Equity Incentive Plan shall apply only to the Participants who are residents of the State
of California and who are receiving an Award under the Plan. Capitalized terms contained herein shall have the same meanings given
to them in the Plan, unless otherwise provided by this Appendix A. Notwithstanding any provisions contained in the Plan to the
contrary and to the extent required by Applicable Laws, the following terms shall apply to all Awards granted to residents of
the State of California, until such time as the Administrator amends this Appendix A or the Administrator otherwise provides.


 


(a)           The
term of each Option shall be stated in the Award Agreement, provided, however, that the term shall be no more than ten (10) years
from the date of grant thereof.


 


(b)           Unless
determined otherwise by the Administrator, Awards may not be sold, pledged, assigned, hypothecated, or otherwise transferred in
any manner other than by will or by the laws of descent and distribution, and may be exercised, during the lifetime of the Participant,
only by the Participant. If the Administrator makes an Award transferable, such Award may only be transferred (i) by will, (ii)
by the laws of descent and distribution, or (iii) as permitted by Rule 701 of the Securities Act of 1933, as amended (the “Securities
Act”).


 


(c)            If
a Participant ceases to be a Service Provider, such Participant may exercise his or her Option within such period of time as specified
in the Award Agreement, which shall not be less than thirty (30) days following the date of the Participant’s termination,
to the extent that the Option is vested on the date of termination (but in no event later than the expiration of the term of the
Option as set forth in the Award Agreement). In the absence of a specified time in the Award Agreement, the Option shall remain
exercisable for three (3) months following the Participant’s termination.


 


(d)            If
a Participant ceases to be a Service Provider as a result of the Participant’s Disability, the Participant may exercise
his or her Option within such period of time as specified in the Award Agreement, which shall not be less than six (6) months
following the date of the Participant’s termination, to the extent the Option is vested on the date of termination (but
in no event later than the expiration of the term of such Option as set forth in the Award Agreement). In the absence of a specified
time in the Award Agreement, the Option shall remain exercisable for twelve (12) months following the Participant’s termination.


 


(e)            If
a Participant dies while a Service Provider, the Option may be exercised within such period of time as specified in the Award
Agreement, which shall not be less than six (6) months following the date of the Participant’s death, to the extent the
Option is vested on the date of death (but in no event later than the expiration of the term of such Option as set forth in the
Award Agreement) by the Participant’s designated beneficiary, personal representative, or by the person(s) to whom the Option
is transferred pursuant to the Participant’s will or in accordance with the laws of descent and distribution. In the absence
of a specified time in the Award Agreement, the Option shall remain exercisable for twelve (12) months following the Participant’s
termination.


 


(f)            No
Award shall be granted to a resident of California more than ten (10) years after the earlier of the date of adoption of the Plan
or the date the Plan is approved by the stockholders.


 


(g)           In
the event that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property),
recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase,
or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting
the Shares occurs, the Administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended
to be made available under the Plan, will adjust the number and class of Shares that may be delivered under the Plan and/or the
number, class, and price of Shares covered by each outstanding Award; provided, however, that the Administrator will make such
adjustments to an Award required by Section 25102(o) of the California Corporations Code to the extent the Company is relying
upon the exemption afforded thereby with respect to the Award.


 


(h)           This
Appendix A shall be deemed to be part of the Plan and the Administrator shall have the authority to amend this Appendix A in accordance
with Section 18 of the Plan.


 






    	 	-16-	 



     


    







 


PHUNWARE,
INC.


 


2009
EQUITY INCENTIVE PLAN


 


STOCK
OPTION AGREEMENT


 


Unless
otherwise defined herein, the terms defined in the 2009 Equity Incentive Plan (the “Plan”) shall have the same defined
meanings in this Stock Option Agreement (the “Option Agreement”).


 


	I.	NOTICE OF STOCK OPTION GRANT




 


Name:


 


Address:


 


The
undersigned Participant has been granted an Option to purchase Common Stock of the Company, subject to the terms and conditions
of the Plan and this Option Agreement, as follows:


 


	 	Date of Grant:	                                                                          
	 	 	 
	 	Vesting Commencement Date:	                                                                          
	 	 	 
	 	Exercise Price per Share:	$                                                                        
	 	 	 
	 	Total Number of Shares Granted: 	                                                                          
	 	 	 
	 	Total Exercise Price :	$                                                                        
	 	 	 
	 	Type of Option:	___      Incentive Stock Option
	 	 	 
	 	 	___      Nonstatutory Stock Option
	 	 	 
	 	Term/Expiration Date:	                                                                          




 


Vesting
Schedule:


 


This
Option shall be exercisable, in whole or in part, according to the following vesting schedule:


 


[Insert
Vesting Schedule]


 


Termination
Period:


 


This
Option shall be exercisable for three (3) months after Participant ceases to be a Service Provider, unless such termination is
due to Participant’s death or Disability, in which case this Option shall be exercisable for twelve (12) months after Participant
ceases to be a Service Provider. Notwithstanding the foregoing sentence, in no event may this Option be exercised after the Term/Expiration
Date as provided above and this Option may be subject to earlier termination as provided in Section 13(c) of the Plan.


 






     


     


    

 


	II.	AGREEMENT




 


1.             Grant
of Option. The Administrator of the Company hereby grants to the Participant named in the Notice of Stock Option Grant in
Part I of this Agreement (“Participant”), an option (the “Option”) to purchase the number of Shares set
forth in the Notice of Stock Option Grant, at the exercise price per Share set forth in the Notice of Stock Option Grant (the
“Exercise Price”), and subject to the terms and conditions of the Plan, which is incorporated herein by reference.
Subject to Section 18(c) of the Plan, in the event of a conflict between the terms and conditions of the Plan and this Option
Agreement, the terms and conditions of the Plan shall prevail.


 


If
designated in the Notice of Stock Option Grant as an Incentive Stock Option (“ISO”), this Option is intended to qualify
as an Incentive Stock Option as defined in Section 422 of the Code. Nevertheless, to the extent that it exceeds the $100,000 rule
of Code Section 422(d), this Option shall be treated as a Nonstatutory Stock Option (“NSO”). Further, if for any reason
this Option (or portion thereof) shall not qualify as an ISO, then, to the extent of such nonqualification, such Option (or portion
thereof) shall be regarded as a NSO granted under the Plan. In no event shall the Administrator, the Company or any Parent or
Subsidiary or any of their respective employees or directors have any liability to Participant (or any other person) due to the
failure of the Option to qualify for any reason as an ISO.


 


2.             Exercise
of Option.


 


(a)       Right
to Exercise. This Option shall be exercisable during its term in accordance with the Vesting Schedule set out in the Notice
of Stock Option Grant and with the applicable provisions of the Plan and this Option Agreement.


 


(b)       Method
of Exercise. This Option shall be exercisable by delivery of an exercise notice in the form attached as Exhibit A (the
“Exercise Notice”) or in a manner and pursuant to such procedures as the Administrator may determine, which shall
state the election to exercise the Option, the number of Shares with respect to which the Option is being exercised, and such
other representations and agreements as may be required by the Company. The Exercise Notice shall be accompanied by payment of
the aggregate Exercise Price as to all Exercised Shares, together with any applicable tax withholding. This Option shall be deemed
to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by the aggregate Exercise Price,
together with any applicable tax withholding.


 


No
Shares shall be issued pursuant to the exercise of an Option unless such issuance and such exercise comply with Applicable Laws.
Assuming such compliance, for income tax purposes the Shares shall be considered transferred to Participant on the date on which
the Option is exercised with respect to such Shares.


 


3.             Participant’s
Representations. In the event the Shares have not been registered under the Securities Act of 1933, as amended, at the time
this Option is exercised, Participant shall, if required by the Company, concurrently with the exercise of all or any portion
of this Option, deliver to the Company his or her Investment Representation Statement in the form attached hereto as Exhibit
B.


 






    	 	-2-	 



     


    

 


4.             Lock-Up
Period. Participant hereby agrees that Participant shall not offer, pledge, sell, contract to sell, sell any option or contract
to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer
or dispose of, directly or indirectly, any Common Stock (or other securities) of the Company or enter into any swap, hedging or
other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Common
Stock (or other securities) of the Company held by Participant (other than those included in the registration) for a period specified
by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed one hundred and eighty
(180) days following the effective date of any registration statement of the Company filed under the Securities Act (or such other
period as may be requested by the Company or the underwriters to accommodate regulatory restrictions on (i) the publication or
other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions
contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto).


 


Participant
agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter which are
consistent with the foregoing or which are necessary to give further effect thereto. In addition, if requested by the Company
or the representative of the underwriters of Common Stock (or other securities) of the Company, Participant shall provide, within
ten (10) days of such request, such information as may be required by the Company or such representative in connection with the
completion of any public offering of the Company’s securities pursuant to a registration statement filed under the Securities
Act. The obligations described in this Section 4 shall not apply to a registration relating solely to employee benefit plans on
Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a Commission
Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer
instructions with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end
of said one hundred and eighty (180) day (or other) period. Participant agrees that any transferee of the Option or shares acquired
pursuant to the Option shall be bound by this Section 4.


 


5.             Method
of Payment. Payment of the aggregate Exercise Price shall be by any of the following, or a combination thereof, at the election
of the Participant:


 


(a)       cash;


 


(b)       check;


 


(c)       consideration
received by the Company under a formal cashless exercise program adopted by the Company in connection with the Plan; or


 


(d)       surrender
of other Shares which (i) shall be valued at its Fair Market Value on the date of exercise, and (ii) must be owned free and clear
of any liens, claims, encumbrances or security interests, if accepting such Shares, in the sole discretion of the Administrator,
shall not result in any adverse accounting consequences to the Company.


 






    	 	-3-	 



     


    

 


6.             Restrictions
on Exercise. This Option may not be exercised until such time as the Plan has been approved by the stockholders of the Company,
or if the issuance of such Shares upon such exercise or the method of payment of consideration for such shares would constitute
a violation of any Applicable Law.


 


7.             Non-Transferability
of Option.


 


(a)       This
Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised
during the lifetime of Participant only by Participant. The terms of the Plan and this Option Agreement shall be binding upon
the executors, administrators, heirs, successors and assigns of Participant.


 


(b)       Further,
until the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, or after the Administrator
determines that it is, will, or may no longer be relying upon the exemption from registration of Options under the Exchange Act
as set forth in Rule 12h-1(f) promulgated under the Exchange Act (the “Reliance End Date”), Participant shall not
transfer this Option or, prior to exercise, the Shares subject to this Option, in any manner other than (i) to persons who are
“family members” (as defined in Rule 701(c)(3) of the Securities Act of 1933, as amended) through gifts or domestic
relations orders, or (ii) to an executor or guardian of Participant upon the death or disability of Participant. Until the Reliance
End Date, the Options and, prior to exercise, the Shares subject to this Option, may not be pledged, hypothecated or otherwise
transferred or disposed of, including by entering into any short position, any “put equivalent position” or any “call
equivalent position” (as defined in Rule 16a-1(h) and Rule 16a-1(b) of the Exchange Act, respectively), other than as permitted
in clauses (i) and (ii) of this paragraph.


 


8.             Term
of Option. This Option may be exercised only within the term set out in the Notice of Stock Option Grant, and may be exercised
during such term only in accordance with the Plan and the terms of this Option.


 


9.             Tax
Obligations.


 


(a)       Tax
Withholding. Participant agrees to make appropriate arrangements with the Company (or the Parent or Subsidiary employing or
retaining Participant) for the satisfaction of all Federal, state, local and foreign income and employment tax withholding requirements
applicable to the Option exercise. Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse
to deliver the Shares if such withholding amounts are not delivered at the time of exercise.


 


(b)       Notice
of Disqualifying Disposition of ISO Shares. If the Option granted to Participant herein is an ISO, and if Participant sells
or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (i) the date two (2) years after
the Date of Grant, or (ii) the date one (1) year after the date of exercise, Participant shall immediately notify the Company
in writing of such disposition. Participant agrees that Participant may be subject to income tax withholding by the Company on
the compensation income recognized by Participant.


 






    	 	-4-	 



     


    

 


(c)       Code
Section 409A. Under Code Section 409A, an Option that vests after December 31, 2004 (or that vested on or prior to such date
but which was materially modified after October 3, 2004) that was granted with a per Share exercise price that is determined by
the Internal Revenue Service (the “IRS”) to be less than the Fair Market Value of a Share on the date of grant (a
“discount option”) may be considered “deferred compensation.” An Option that is a “discount option”
may result in (i) income recognition by Participant prior to the exercise of the Option, (ii) an additional twenty percent (20%)
federal income tax, and (iii) potential penalty and interest charges. The “discount option” may also result in additional
state income, penalty and interest tax to the Participant. Participant acknowledges that the Company cannot and has not guaranteed
that the IRS will agree that the per Share exercise price of this Option equals or exceeds the Fair Market Value of a Share on
the date of grant in a later examination. Participant agrees that if the IRS determines that the Option was granted with a per
Share exercise price that was less than the Fair Market Value of a Share on the date of grant, Participant shall be solely responsible
for Participant’s costs related to such a determination.


 


10.           Entire
Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Option Agreement constitute the
entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings
and agreements of the Company and Participant with respect to the subject matter hereof, and may not be modified adversely to
the Participant’s interest except by means of a writing signed by the Company and Participant. This Agreement is governed
by the internal substantive laws but not the choice of law rules of Texas.


 


11.           No
Guarantee of Continued Service. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE
HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR
RETAINING PARTICIPANT) AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER. PARTICIPANT
FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH
HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR
ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY (OR THE PARENT
OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) TO TERMINATE PARTICIPANT’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME,
WITH OR WITHOUT CAUSE.


 






    	 	-5-	 



     


    

 


Participant
acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof, and
hereby accepts this Option subject to all of the terms and provisions thereof. Participant has reviewed the Plan and this Option
in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands
all provisions of the Option. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations
of the Administrator upon any questions arising under the Plan or this Option. Participant further agrees to notify the Company
upon any change in the residence address indicated below.


 





	PARTICIPANT	 	PHUNWARE, INC.
	 	 	 
	 	 	 
	Signature	 	By
	 	 	 
	 	 	 
	Print Name	 	Print Name
	 	 	 
	 	 	 
	 	 	Title
	 	 	 
	 	 	 
	Residence Address	 	 




 






    	 	-6-	 



     


    







 


EXHIBIT
A


 


2009
EQUITY INCENTIVE PLAN


 


EXERCISE
NOTICE


 


Phunware,
Inc.


9211
Waterford Center Blvd, Suite 200


Austin,
TX 78717


 


Attention:
Corporate Secretary


 


1.             Exercise
of Option. Effective as of today, ________________, ____, the undersigned (“Participant”) hereby elects to exercise
Participant’s option (the “Option”) to purchase ________________ shares of the Common Stock (the “Shares”)
of Phunware, Inc. (the “Company”) under and pursuant to the 2009 Equity Incentive Plan (the “Plan”) and
the Stock Option Agreement dated ______________, _____ (the “Option Agreement”).


 


2.             Delivery
of Payment. Participant herewith delivers to the Company the full purchase price of the Shares, as set forth in the Option
Agreement, and any and all withholding taxes due in connection with the exercise of the Option.


 


3.             Representations
of Participant. Participant acknowledges that Participant has received, read and understood the Plan and the Option Agreement
and agrees to abide by and be bound by their terms and conditions.


 


4.             Rights
as Stockholder. Until the issuance of the Shares (as evidenced by the appropriate entry on the books of the Company or of
a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder shall
exist with respect to the Common Stock subject to an Award, notwithstanding the exercise of the Option. The Shares shall be issued
to Participant as soon as practicable after the Option is exercised in accordance with the Option Agreement. No adjustment shall
be made for a dividend or other right for which the record date is prior to the date of issuance except as provided in Section
13 of the Plan.


 


5.             Company’s
Right of First Refusal. Before any Shares held by Participant or any transferee (either being sometimes referred to herein
as the “Holder”) may be sold or otherwise transferred (including transfer by gift or operation of law), the Company
or its assignee(s) shall have a right of first refusal to purchase the Shares on the terms and conditions set forth in this Section
5 (the “Right of First Refusal”).


 


(a)       Notice
of Proposed Transfer. The Holder of the Shares shall deliver to the Company a written notice (the “Notice”) stating:
(i) the Holder’s bona fide intention to sell or otherwise transfer such Shares; (ii) the name of each proposed purchaser
or other transferee (“Proposed Transferee”); (iii) the number of Shares to be transferred to each Proposed Transferee;
and (iv) the bona fide cash price or other consideration for which the Holder proposes to transfer the Shares (the “Offered
Price”), and the Holder shall offer the Shares at the Offered Price to the Company or its assignee(s).


 






     


     


    

 


(b)       Exercise
of Right of First Refusal. At any time within thirty (30) days after receipt of the Notice, the Company and/or its assignee(s)
may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred
to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (c) below.


 


(c)       Purchase
Price. The purchase price (“Purchase Price”) for the Shares purchased by the Company or its assignee(s) under
this Section 5 shall be the Offered Price. If the Offered Price includes consideration other than cash, the cash equivalent value
of the non-cash consideration shall be determined by the Board of Directors of the Company in good faith.


 


(d)       Payment.
Payment of the Purchase Price shall be made, at the option of the Company or its assignee(s), in cash (by check), by cancellation
of all or a portion of any outstanding indebtedness of the Holder to the Company (or, in the case of repurchase by an assignee,
to the assignee), or by any combination thereof within thirty (30) days after receipt of the Notice or in the manner and at the
times set forth in the Notice.


 


(e)       Holder’s
Right to Transfer. If all of the Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased
by the Company and/or its assignee(s) as provided in this Section 5, then the Holder may sell or otherwise transfer such Shares
to that Proposed Transferee at the Offered Price or at a higher price, provided that such sale or other transfer is consummated
within one hundred and twenty (120) days after the date of the Notice, that any such sale or other transfer is effected in accordance
with any applicable securities laws and that the Proposed Transferee agrees in writing that the provisions of this Section 5 shall
continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not transferred
to the Proposed Transferee within such period, a new Notice shall be given to the Company, and the Company and/or its assignees
shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.


 


(f)       Exception
for Certain Family Transfers. Anything to the contrary contained in this Section 5 notwithstanding, the transfer of any or
all of the Shares during the Participant’s lifetime or on the Participant’s death by will or intestacy to the Participant’s
immediate family or a trust for the benefit of the Participant’s immediate family shall be exempt from the provisions of
this Section 5. “Immediate Family” as used herein shall mean spouse, lineal descendant or antecedent, father, mother,
brother or sister. In such case, the transferee or other recipient shall receive and hold the Shares so transferred subject to
the provisions of this Section 5, and there shall be no further transfer of such Shares except in accordance with the terms of
this Section 5.


 


(g)       Termination
of Right of First Refusal. The Right of First Refusal shall terminate as to any Shares upon the earlier of (i) the first sale
of Common Stock of the Company to the general public, or (ii) a Change in Control in which the successor corporation has equity
securities that are publicly traded.


 






    	 	-2-	 



     


    

 


6.             Tax
Consultation. Participant understands that Participant may suffer adverse tax consequences as a result of Participant’s
purchase or disposition of the Shares. Participant represents that Participant has consulted with any tax consultants Participant
deems advisable in connection with the purchase or disposition of the Shares and that Participant is not relying on the Company
for any tax advice.


 


7.             Restrictive
Legends and Stop-Transfer Orders.


 


(a)       Legends.
Participant understands and agrees that the Company shall cause the legends set forth below or legends substantially equivalent
thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required
by the Company or by state or federal securities laws:


 


THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) AND MAY NOT BE
OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF
COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE
THEREWITH.


 


THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND A RIGHT OF FIRST REFUSAL HELD BY THE
ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE EXERCISE NOTICE BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY
OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS AND RIGHT OF FIRST REFUSAL ARE BINDING
ON TRANSFEREES OF THESE SHARES.


 


THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER FOR A PERIOD OF TIME FOLLOWING THE EFFECTIVE DATE
OF THE UNDERWRITTEN PUBLIC OFFERING OF THE COMPANY’S SECURITIES SET FORTH IN AN AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL
HOLDER OF THESE SHARES AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER PRIOR TO THE EXPIRATION OF SUCH PERIOD WITHOUT
THE CONSENT OF THE COMPANY OR THE MANAGING UNDERWRITER.


 


(b)       Stop-Transfer
Notices. Participant agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may
issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its
own securities, it may make appropriate notations to the same effect in its own records.


 


(c)       Refusal
to Transfer. The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred
in violation of any of the provisions of this Exercise Notice or (ii) to treat as owner of such Shares or to accord the right
to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred.


 






    	 	-3-	 



     


    

 


8.             Successors
and Assigns. The Company may assign any of its rights under this Exercise Notice to single or multiple assignees, and this
Exercise Notice shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer
herein set forth, this Exercise Notice shall be binding upon Participant and his or her heirs, executors, administrators, successors
and assigns.


 


9.             Interpretation.
Any dispute regarding the interpretation of this Exercise Notice shall be submitted by Participant or by the Company forthwith
to the Administrator, which shall review such dispute at its next regular meeting. The resolution of such a dispute by the Administrator
shall be final and binding on all parties.


 


10.           Governing
Law; Severability. This Exercise Notice is governed by the internal substantive laws, but not the choice of law rules, of
Texas. In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable
or void, this Exercise Notice shall continue in full force and effect.


 


11.           Entire
Agreement. The Plan and Option Agreement are incorporated herein by reference. This Exercise Notice, the Plan, the Option
Agreement and the Investment Representation Statement constitute the entire agreement of the parties with respect to the subject
matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect
to the subject matter hereof, and may not be modified adversely to the Participant’s interest except by means of a writing
signed by the Company and Participant.


 


	Submitted by:	 	Accepted by:
	PARTICIPANT	 	PHUNWARE, INC.
	 	 	 
	 	 	 
	Signature	 	By
	 	 	 
	 	 	 
	Print Name	 	Print Name
	 	 	 
	 	 	 
	 	 	Title
	 	 	 
	Address:	 	Address:
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	Date Received




 






    	 	-4-	 



     


    







 


EXHIBIT
B


 


INVESTMENT
REPRESENTATION STATEMENT


 


	PARTICIPANT	:	 
	 	 	 
	COMPANY	:	PHUNWARE, INC.
	 	 	 
	SECURITY	:	COMMON STOCK
	 	 	 
	AMOUNT	:	 
	 	 	 
	DATE	:	 




 


In
connection with the purchase of the above-listed Securities, the undersigned Participant represents to the Company the following:


 


(a)            Participant
is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company
to reach an informed and knowledgeable decision to acquire the Securities. Participant is acquiring these Securities for investment
for Participant’s own account only and not with a view to, or for resale in connection with, any “distribution”
thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”).


 


(b)           Participant
acknowledges and understands that the Securities constitute “restricted securities” under the Securities Act and have
not been registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends upon, among
other things, the bona fide nature of Participant’s investment intent as expressed herein. In this connection, Participant
understands that, in the view of the Securities and Exchange Commission, the statutory basis for such exemption may be unavailable
if Participant’s representation was predicated solely upon a present intention to hold these Securities for the minimum
capital gains period specified under tax statutes, for a deferred sale, for or until an increase or decrease in the market price
of the Securities, or for a period of one (1) year or any other fixed period in the future. Participant further understands that
the Securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from
such registration is available. Participant further acknowledges and understands that the Company is under no obligation to register
the Securities. Participant understands that the certificate evidencing the Securities shall be imprinted with any legend required
under applicable state securities laws.


 


(c)            Participant
is familiar with the provisions of Rule 701 and Rule 144, each promulgated under the Securities Act, which, in substance, permit
limited public resale of “restricted securities” acquired, directly or indirectly from the issuer thereof, in a non-public
offering subject to the satisfaction of certain conditions. Rule 701 provides that if the issuer qualifies under Rule 701 at the
time of the grant of the Option to Participant, the exercise shall be exempt from registration under the Securities Act. In the
event the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,
ninety (90) days thereafter (or such longer period as any market stand-off agreement may require) the Securities exempt under
Rule 701 may be resold, subject to the satisfaction of the applicable conditions specified by Rule 144, including in the case
of affiliates (1) the availability of certain public information about the Company, (2) the amount of Securities being sold during
any three (3) month period not exceeding specified limitations, (3) the resale being made in an unsolicited “broker’s
transaction”, transactions directly with a “market maker” or “riskless principal transactions” (as
those terms are defined under the Securities Exchange Act of 1934) and (4) the timely filing of a Form 144, if applicable.


 






     


     


    

 


In
the event that the Company does not qualify under Rule 701 at the time of grant of the Option, then the Securities may be resold
in certain limited circumstances subject to the provisions of Rule 144, which may require (i) the availability of current public
information about the Company; (ii) the resale to occur more than a specified period after the purchase and full payment (within
the meaning of Rule 144) for the Securities; and (iii) in the case of the sale of Securities by an affiliate, the satisfaction
of the conditions set forth in sections (2), (3) and (4) of the paragraph immediately above.


 


(d)           Participant
further understands that in the event all of the applicable requirements of Rule 701 or 144 are not satisfied, registration under
the Securities Act, compliance with Regulation A, or some other registration exemption shall be required; and that, notwithstanding
the fact that Rules 144 and 701 are not exclusive, the Staff of the Securities and Exchange Commission has expressed its opinion
that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to
Rules 144 or 701 shall have a substantial burden of proof in establishing that an exemption from registration is available for
such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own
risk. Participant understands that no assurances can be given that any such other registration exemption shall be available in
such event.


 


	 	PARTICIPANT
	 	 
	 	 
	 	Signature
	 	 
	 	 
	 	Print Name
	 	 
	 	 
	 	Date




 






    	 	-2-	 



     


    







 


PHUNWARE,
INC.


 


2009
EQUITY INCENTIVE PLAN


 


STOCK
OPTION AGREEMENT — EARLY EXERCISE


 


Unless
otherwise defined herein, the terms defined in the 2009 Equity Incentive Plan (the “Plan”) shall have the same defined
meanings in this Stock Option Agreement – Early Exercise (the “Option Agreement”).


 


	I.	NOTICE OF STOCK OPTION GRANT




 


Name:



 


Address:


 


The
undersigned Participant has been granted an Option to purchase Common Stock of the Company, subject to the terms and conditions
of the Plan and this Option Agreement, as follows:


 





	 	Date of Grant:	                                                                          
	 	 	 
	 	Vesting Commencement Date:	                                                                          
	 	 	 
	 	Exercise Price per Share:	$                                                                        
	 	 	 
	 	Total Number of Shares Granted: 	                                                                          
	 	 	 
	 	Total Exercise Price:	$                                                                        
	 	 	 
	 	Type of Option:	___      Incentive Stock Option
	 	 	 
	 	 	___      Nonstatutory Stock Option
	 	 	 
	 	Term/Expiration Date:	 




 


Vesting
Schedule:


 


This
Option shall be exercisable, in whole or in part, according to the following vesting schedule:


 


[Insert
Vesting Schedule]


 


Notwithstanding
the foregoing vesting schedule, in the event of a Change of Control (as defined below), 100% of the remaining unvested Shares
subject to the Option, shall immediately become fully vested and exercisable, subject to Participant continuing to be a Service
Provider through such date.


 






      


     


    

 


“Change
of Control” shall mean either: (i) the acquisition of the Company by another entity by means of any transaction or series
of related transactions (including, without limitation, any reorganization, merger or consolidation or stock transfer, but excluding
any such transaction effected primarily for the purpose of changing the domicile of the Company), unless the Company’s stockholders
of record immediately prior to such transaction or series of related transactions hold, immediately after such transaction or
series of related transactions, at least 50% of the voting power of the surviving or acquiring entity (provided that the sale
by the Company of its securities for the purposes of raising additional funds shall not constitute a Change of Control hereunder);
or (ii) a sale of all or substantially all of the assets of the Company.


 


Termination
Period:


 


This
Option shall be exercisable for three (3) months after Participant ceases to be a Service Provider, unless such termination is
due to Participant’s death or Disability, in which case this Option shall be exercisable for twelve (12) months after Participant
ceases to be a Service Provider. Notwithstanding the foregoing sentence, in no event may this Option be exercised after the Term/Expiration
Date as provided above and this Option may be subject to earlier termination as provided in Section 13(c) of the Plan.


 


	II.	AGREEMENT




 


1.             Grant
of Option. The Administrator of the Company hereby grants to the Participant named in the Notice of Stock Option Grant in
Part I of this Agreement (“Participant”), an option (the “Option”) to purchase the number of Shares set
forth in the Notice of Stock Option Grant, at the exercise price per Share set forth in the Notice of Stock Option Grant (the
“Exercise Price”), and subject to the terms and conditions of the Plan, which is incorporated herein by reference.
Subject to Section 18(c) of the Plan, in the event of a conflict between the terms and conditions of the Plan and this Option
Agreement, the terms and conditions of the Plan shall prevail.


 


If
designated in the Notice of Stock Option Grant as an Incentive Stock Option (“ISO”), this Option is intended to qualify
as an Incentive Stock Option as defined in Section 422 of the Code. Nevertheless, to the extent that it exceeds the $100,000 rule
of Code Section 422(d), this Option shall be treated as a Nonstatutory Stock Option (“NSO”). Further, if for any reason
this Option (or portion thereof) shall not qualify as an ISO, then, to the extent of such nonqualification, such Option (or portion
thereof) shall be regarded as a NSO granted under the Plan. In no event shall the Administrator, the Company or any Parent or
Subsidiary or any of their respective employees or directors have any liability to Participant (or any other person) due to the
failure of the Option to qualify for any reason as an ISO.


 






    	 	-2-	 



     


    

 



2.             Exercise
of Option. This Option shall be exercisable during its term in accordance with the provisions of Section 6 of the Plan as
follows:


 


(a)       Right
to Exercise.


 


(i)       Subject
to subsections 2(a)(ii) and 2(a)(iii) below, this Option shall be exercisable cumulatively according to the vesting schedule set
forth in the Notice of Stock Option Grant. Alternatively, at the election of Participant, this Option may be exercised in whole
or in part at any time as to Shares that have not yet vested. Vested Shares shall not be subject to the Company’s repurchase
right (as set forth in the Restricted Stock Purchase Agreement, attached hereto as Exhibit C-1).


 


(ii)       As
a condition to exercising this Option for unvested Shares, Participant shall execute the Restricted Stock Purchase Agreement.


 


(iii)       This
Option may not be exercised for a fraction of a Share.


 


(b)       Method
of Exercise. This Option shall be exercisable by delivery of an exercise notice in the form attached as Exhibit A (the
“Exercise Notice”) or in a manner and pursuant to such procedures as the Administrator may determine, which shall
state the election to exercise the Option, the number of Shares with respect to which the Option is being exercised, and such
other representations and agreements as may be required by the Company. The Exercise Notice shall be accompanied by payment of
the aggregate Exercise Price as to all Exercised Shares, together with any applicable tax withholding. This Option shall be deemed
to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by the aggregate Exercise Price,
together with any applicable tax withholding.


 


No
Shares shall be issued pursuant to the exercise of an Option unless such issuance and such exercise comply with Applicable Laws.
Assuming such compliance, for income tax purposes the Shares shall be considered transferred to Participant on the date on which
the Option is exercised with respect to such Shares.


 


3.             Participant’s
Representations. In the event the Shares have not been registered under the Securities Act of 1933, as amended, at the time
this Option is exercised, Participant shall, if required by the Company, concurrently with the exercise of all or any portion
of this Option, deliver to the Company his or her Investment Representation Statement in the form attached hereto as Exhibit
B.


 


4.             Lock-Up
Period. Participant hereby agrees that Participant shall not offer, pledge, sell, contract to sell, sell any option or contract
to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer
or dispose of, directly or indirectly, any Common Stock (or other securities) of the Company or enter into any swap, hedging or
other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Common
Stock (or other securities) of the Company held by Participant (other than those included in the registration) for a period specified
by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed one hundred and eighty
(180) days following the effective date of any registration statement of the Company filed under the Securities Act (or such other
period as may be requested by the Company or the underwriters to accommodate regulatory restrictions on (i) the publication or
other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions
contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto).


 






    	 	-3-	 



     


    

 


Participant
agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter which are
consistent with the foregoing or which are necessary to give further effect thereto. In addition, if requested by the Company
or the representative of the underwriters of Common Stock (or other securities) of the Company, Participant shall provide, within
ten (10) days of such request, such information as may be required by the Company or such representative in connection with the
completion of any public offering of the Company’s securities pursuant to a registration statement filed under the Securities
Act. The obligations described in this Section 4 shall not apply to a registration relating solely to employee benefit plans on
Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a Commission
Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer
instructions with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end
of said one hundred and eighty (180) day (or other) period. Participant agrees that any transferee of the Option or shares acquired
pursuant to the Option shall be bound by this Section 4.


 


5.             Method
of Payment. Payment of the aggregate Exercise Price shall be by any of the following, or a combination thereof, at the election
of the Participant:


 


(a)       cash;


 


(b)       check;


 


(c)       consideration
received by the Company under a formal cashless exercise program adopted by the Company in connection with the Plan; or


 


(d)       surrender
of other Shares which (i) shall be valued at its Fair Market Value on the date of exercise, and (ii) must be owned free and clear
of any liens, claims, encumbrances or security interests, if accepting such Shares, in the sole discretion of the Administrator,
shall not result in any adverse accounting consequences to the Company.


 


6.             Restrictions
on Exercise. This Option may not be exercised until such time as the Plan has been approved by the stockholders of the Company,
or if the issuance of such Shares upon such exercise or the method of payment of consideration for such shares would constitute
a violation of any Applicable Law.


 


7.             Non-Transferability
of Option.


 


(a)       This
Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised
during the lifetime of Participant only by Participant. The terms of the Plan and this Option Agreement shall be binding upon
the executors, administrators, heirs, successors and assigns of Participant.


 


(b)       Further,
until the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, or after the Administrator
determines that it is, will, or may no longer be relying upon the exemption from registration of Options under the Exchange Act
as set forth in Rule 12h-1(f) promulgated under the Exchange Act (the “Reliance End Date”), Participant shall not
transfer this Option or, prior to exercise, the Shares subject to this Option, in any manner other than (i) to persons who are
“family members” (as defined in Rule 701(c)(3) of the Securities Act of 1933, as amended) through gifts or domestic
relations orders, or (ii) to an executor or guardian of Participant upon the death or disability of Participant. Until the Reliance
End Date, the Options and, prior to exercise, the Shares subject to this Option, may not be pledged, hypothecated or otherwise
transferred or disposed of, including by entering into any short position, any “put equivalent position” or any “call
equivalent position” (as defined in Rule 16a-1(h) and Rule 16a-1(b) of the Exchange Act, respectively), other than as permitted
in clauses (i) and (ii) of this paragraph.


 






    	 	-4-	 



     


    

 


8.             Term
of Option. This Option may be exercised only within the term set out in the Notice of Stock Option Grant, and may be exercised
during such term only in accordance with the Plan and the terms of this Option.


 


9.             Tax
Obligations.


 


(a)       Tax
Withholding. Participant agrees to make appropriate arrangements with the Company (or the Parent or Subsidiary employing or
retaining Participant) for the satisfaction of all Federal, state, local and foreign income and employment tax withholding requirements
applicable to the Option exercise. Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse
to deliver the Shares if such withholding amounts are not delivered at the time of exercise.


 


(b)       Notice
of Disqualifying Disposition of ISO Shares. If the Option granted to Participant herein is an ISO, and if Participant sells
or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (i) the date two (2) years after
the Date of Grant, or (ii) the date one (1) year after the date of exercise, Participant shall immediately notify the Company
in writing of such disposition. Participant agrees that Participant may be subject to income tax withholding by the Company on
the compensation income recognized by Participant.


 


(c)       Code
Section 409 A. Under Code Section 409A, an Option that vests after December 31, 2004 (or that vested on or prior to such date
but which was materially modified after October 3, 2004) that was granted with a per Share exercise price that is determined by
the Internal Revenue Service (the “IRS”) to be less than the Fair Market Value of a Share on the date of grant (a
“discount option”) may be considered “deferred compensation.” An Option that is a “discount option”
may result in (i) income recognition by Participant prior to the exercise of the Option, (ii) an additional twenty percent (20%)
federal income tax, and (iii) potential penalty and interest charges. The “discount option” may also result in additional
state income, penalty and interest tax to the Participant. Participant acknowledges that the Company cannot and has not guaranteed
that the IRS will agree that the per Share exercise price of this Option equals or exceeds the Fair Market Value of a Share on
the date of grant in a later examination. Participant agrees that if the IRS determines that the Option was granted with a per
Share exercise price that was less than the Fair Market Value of a Share on the date of grant, Participant shall be solely responsible
for Participant’s costs related to such a determination.


 






    	 	-5-	 



     


    

 


10.           Entire
Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Option Agreement constitute the
entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings
and agreements of the Company and Participant with respect to the subject matter hereof, and may not be modified adversely to
the Participant’s interest except by means of a writing signed by the Company and Participant. This Agreement is governed
by the internal substantive laws but not the choice of law rules of Texas.


 


11.           No
Guarantee of Continued Service. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE
HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR
RETAINING PARTICIPANT) AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER. PARTICIPANT
FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH
HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR
ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY (OR THE PARENT
OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) TO TERMINATE PARTICIPANT’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME,
WITH OR WITHOUT CAUSE.


 






    	 	-6-	 



     


    

 


Participant
acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof, and
hereby accepts this Option subject to all of the terms and provisions thereof. Participant has reviewed the Plan and this Option
in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands
all provisions of the Option. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations
of the Administrator upon any questions arising under the Plan or this Option. Participant further agrees to notify the Company
upon any change in the residence address indicated below.


 





	PARTICIPANT	 	PHUNWARE, INC.
	 	 	 
	 	 	 
	Signature	 	By
	 	 	 
	 	 	 
	Print Name	 	Print Name
	 	 	 
	 	 	 
	 	 	Title
	 	 	 
	 	 	 
	Residence Address	 	 
	 	 	 
	 	 	 
	Email Address	 	 




 






    	 	-7-	 



     


    

 


EXHIBIT
A


 


2009
EQUITY INCENTIVE PLAN 


 


EXERCISE
NOTICE


 


Phunware,
Inc.


7800
Shoal Creek Blvd., Suite 210 West


Austin,
TX 78757


 


Attention:
Corporate Secretary


 


1.             Exercise
of Option. Effective as of today, ________________, ____, the undersigned (“Participant”) hereby elects to exercise
Participant’s option (the “Option”) to purchase ________________ shares of the Common Stock (the “Shares”)
of Phunware, Inc. (the “Company”) under and pursuant to the 2009 Equity Incentive Plan (the “Plan”) and
the Stock Option Agreement dated ____________ (the “Option Agreement”).


 


2.             Delivery
of Payment. Participant herewith delivers to the Company the full purchase price of the Shares, as set forth in the Option
Agreement, and any and all withholding taxes due in connection with the exercise of the Option.


 


3.             Representations
of Participant. Participant acknowledges that Participant has received, read and understood the Plan and the Option Agreement
and agrees to abide by and be bound by their terms and conditions.


 


4.             Rights
as Stockholder. Until the issuance of the Shares (as evidenced by the appropriate entry on the books of the Company or of
a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder shall
exist with respect to the Common Stock subject to an Award, notwithstanding the exercise of the Option. The Shares shall be issued
to Participant as soon as practicable after the Option is exercised in accordance with the Option Agreement. No adjustment shall
be made for a dividend or other right for which the record date is prior to the date of issuance except as provided in Section
13 of the Plan.


 


5.             Company’s
Right of First Refusal. Before any Shares held by Participant or any transferee (either being sometimes referred to herein
as the “Holder”) may be sold or otherwise transferred (including transfer by gift or operation of law), the Company
or its assignee(s) shall have a right of first refusal to purchase the Shares on the terms and conditions set forth in this Section
5 (the “Right of First Refusal”).


 


(a)       Notice
of Proposed Transfer. The Holder of the Shares shall deliver to the Company a written notice (the “Notice”) stating:
(i) the Holder’s bona fide intention to sell or otherwise transfer such Shares; (ii) the name of each proposed purchaser
or other transferee (“Proposed Transferee”); (iii) the number of Shares to be transferred to each Proposed Transferee;
and (iv) the bona fide cash price or other consideration for which the Holder proposes to transfer the Shares (the “Offered
Price”), and the Holder shall offer the Shares at the Offered Price to the Company or its assignee(s).


 






      


     


    

 


(b)       Exercise
of Right of First Refusal. At any time within thirty (30) days after receipt of the Notice, the Company and/or its assignee(s)
may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred
to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (c) below.


 


(c)       Purchase
Price. The purchase price (“Purchase Price”) for the Shares purchased by the Company or its assignee(s) under
this Section 5 shall be the Offered Price. If the Offered Price includes consideration other than cash, the cash equivalent value
of the non-cash consideration shall be determined by the Board of Directors of the Company in good faith.


 


(d)       Payment.
Payment of the Purchase Price shall be made, at the option of the Company or its assignee(s), in cash (by check), by cancellation
of all or a portion of any outstanding indebtedness of the Holder to the Company (or, in the case of repurchase by an assignee,
to the assignee), or by any combination thereof within thirty (30) days after receipt of the Notice or in the manner and at the
times set forth in the Notice.


 


(e)       Holder’s
Right to Transfer. If all of the Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased
by the Company and/or its assignee(s) as provided in this Section 5, then the Holder may sell or otherwise transfer such Shares
to that Proposed Transferee at the Offered Price or at a higher price, provided that such sale or other transfer is consummated
within one hundred and twenty (120) days after the date of the Notice, that any such sale or other transfer is effected in accordance
with any applicable securities laws and that the Proposed Transferee agrees in writing that the provisions of this Section 5 shall
continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not transferred
to the Proposed Transferee within such period, a new Notice shall be given to the Company, and the Company and/or its assignees
shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.


 


(f)       Exception
for Certain Family Transfers. Anything to the contrary contained in this Section 5 notwithstanding, the transfer of any or
all of the Shares during the Participant’s lifetime or on the Participant’s death by will or intestacy to the Participant’s
immediate family or a trust for the benefit of the Participant’s immediate family shall be exempt from the provisions of
this Section 5. “Immediate Family” as used herein shall mean spouse, lineal descendant or antecedent, father, mother,
brother or sister. In such case, the transferee or other recipient shall receive and hold the Shares so transferred subject to
the provisions of this Section 5, and there shall be no further transfer of such Shares except in accordance with the terms of
this Section 5.


 


(g)       Termination
of Right of First Refusal. The Right of First Refusal shall terminate as to any Shares upon the earlier of (i) the first sale
of Common Stock of the Company to the general public, or (ii) a Change in Control in which the successor corporation has equity
securities that are publicly traded.


 


6.             Tax
Consultation. Participant understands that Participant may suffer adverse tax consequences as a result of Participant’s
purchase or disposition of the Shares. Participant represents that Participant has consulted with any tax consultants Participant
deems advisable in connection with the purchase or disposition of the Shares and that Participant is not relying on the Company
for any tax advice.


 






    	 	-2-	 



     


    

 


7.             Restrictive
Legends and Stop-Transfer Orders.


 


(a)       Legends.
Participant understands and agrees that the Company shall cause the legends set forth below or legends substantially equivalent
thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required
by the Company or by state or federal securities laws:


 


THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) AND MAY NOT BE
OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF
COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE
THEREWITH.


 


THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND A RIGHT OF FIRST REFUSAL HELD BY THE
ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE EXERCISE NOTICE BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY
OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS AND RIGHT OF FIRST REFUSAL ARE BINDING
ON TRANSFEREES OF THESE SHARES.


 


THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER FOR A PERIOD OF TIME FOLLOWING THE EFFECTIVE DATE
OF THE UNDERWRITTEN PUBLIC OFFERING OF THE COMPANY’S SECURITIES SET FORTH IN AN AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL
HOLDER OF THESE SHARES AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER PRIOR TO THE EXPIRATION OF SUCH PERIOD WITHOUT
THE CONSENT OF THE COMPANY OR THE MANAGING UNDERWRITER.


 


(b)       Stop-Transfer
Notices. Participant agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may
issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its
own securities, it may make appropriate notations to the same effect in its own records.


 


(c)       Refusal
to Transfer. The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred
in violation of any of the provisions of this Exercise Notice or (ii) to treat as owner of such Shares or to accord the right
to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred.


 






    	 	-3-	 



     


    

 


8.             Successors
and Assigns. The Company may assign any of its rights under this Exercise Notice to single or multiple assignees, and this
Exercise Notice shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer
herein set forth, this Exercise Notice shall be binding upon Participant and his or her heirs, executors, administrators, successors
and assigns.


 


9.             Interpretation.
Any dispute regarding the interpretation of this Exercise Notice shall be submitted by Participant or by the Company forthwith
to the Administrator, which shall review such dispute at its next regular meeting. The resolution of such a dispute by the Administrator
shall be final and binding on all parties.


 


10.           Governing
Law; Severability. This Exercise Notice is governed by the internal substantive laws, but not the choice of law rules, of
Texas. In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable
or void, this Exercise Notice shall continue in full force and effect.


 


11.           Entire
Agreement. The Plan and Option Agreement are incorporated herein by reference. This Exercise Notice, the Plan, the Restricted
Stock Purchase Agreement, the Option Agreement and the Investment Representation Statement constitute the entire agreement of
the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of
the Company and Participant with respect to the subject matter hereof, and may not be modified adversely to the Participant’s
interest except by means of a writing signed by the Company and Participant.


 





	Submitted by:	 	Accepted by:
	PARTICIPANT	 	PHUNWARE, INC.
	 	 	 
	 	 	 
	Signature	 	By
	 	 	 
	 	 	 
	Print Name	 	Print Name
	 	 	 
	 	 	 
	 	 	Title
	 	 	 
	Address:	 	Address:
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	Date Received


 






    	 	-4-	 



     


    







 


EXHIBIT
B


 


INVESTMENT
REPRESENTATION STATEMENT


 





	PARTICIPANT	:	 
	 	 	 
	COMPANY	:	PHUNWARE, INC.
	 	 	 
	SECURITY	:	COMMON STOCK
	 	 	 
	AMOUNT	:	 
	 	 	 
	DATE	:	 





 


In
connection with the purchase of the above-listed Securities, the undersigned Participant represents to the Company the following:


 


(a)       Participant
is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company
to reach an informed and knowledgeable decision to acquire the Securities. Participant is acquiring these Securities for investment
for Participant’s own account only and not with a view to, or for resale in connection with, any “distribution”
thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”).


 


(b)       Participant
acknowledges and understands that the Securities constitute “restricted securities” under the Securities Act and have
not been registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends upon, among
other things, the bona fide nature of Participant’s investment intent as expressed herein. In this connection, Participant
understands that, in the view of the Securities and Exchange Commission, the statutory basis for such exemption may be unavailable
if Participant’s representation was predicated solely upon a present intention to hold these Securities for the minimum
capital gains period specified under tax statutes, for a deferred sale, for or until an increase or decrease in the market price
of the Securities, or for a period of one (1) year or any other fixed period in the future. Participant further understands that
the Securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from
such registration is available. Participant further acknowledges and understands that the Company is under no obligation to register
the Securities. Participant understands that the certificate evidencing the Securities shall be imprinted with any legend required
under applicable state securities laws.


 


(c)       Participant
is familiar with the provisions of Rule 701 and Rule 144, each promulgated under the Securities Act, which, in substance, permit
limited public resale of “restricted securities” acquired, directly or indirectly from the issuer thereof, in a non-public
offering subject to the satisfaction of certain conditions. Rule 701 provides that if the issuer qualifies under Rule 701 at the
time of the grant of the Option to Participant, the exercise shall be exempt from registration under the Securities Act. In the
event the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,
ninety (90) days thereafter (or such longer period as any market stand-off agreement may require) the Securities exempt under
Rule 701 may be resold, subject to the satisfaction of the applicable conditions specified by Rule 144, including in the case
of affiliates (1) the availability of certain public information about the Company, (2) the amount of Securities being sold during
any three (3) month period not exceeding specified limitations, (3) the resale being made in an unsolicited “broker’s
transaction”, transactions directly with a “market maker” or “riskless principal transactions” (as
those terms are defined under the Securities Exchange Act of 1934) and (4) the timely filing of a Form 144, if applicable.


 






     


     


    

 


In
the event that the Company does not qualify under Rule 701 at the time of grant of the Option, then the Securities may be resold
in certain limited circumstances subject to the provisions of Rule 144, which may require (i) the availability of current public
information about the Company; (ii) the resale to occur more than a specified period after the purchase and full payment (within
the meaning of Rule 144) for the Securities; and (iii) in the case of the sale of Securities by an affiliate, the satisfaction
of the conditions set forth in sections (2), (3) and (4) of the paragraph immediately above.


 


(d)       Participant
further understands that in the event all of the applicable requirements of Rule 701 or 144 are not satisfied, registration under
the Securities Act, compliance with Regulation A, or some other registration exemption shall be required; and that, notwithstanding
the fact that Rules 144 and 701 are not exclusive, the Staff of the Securities and Exchange Commission has expressed its opinion
that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to
Rules 144 or 701 shall have a substantial burden of proof in establishing that an exemption from registration is available for
such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own
risk. Participant understands that no assurances can be given that any such other registration exemption shall be available in
such event.


 





	 	PARTICIPANT
	 	 
	 	 
	 	Signature
	 	 
	 	 
	 	Print Name
	 	 
	 	 
	 	Date




 






    	 	-2-	 



     


    







 


EXHIBIT
C-1


 


PHUNWARE,
INC.


 


2009
EQUITY INCENTIVE PLAN


 


RESTRICTED
STOCK PURCHASE AGREEMENT


 


THIS
RESTRICTED STOCK PURCHASE AGREEMENT (the “Agreement”) is made between _____________________________ (the “Purchaser”)
and Phunware, Inc. (the “Company”) or its assignees of rights hereunder as of __________________, ____.


 


Unless
otherwise defined herein, the terms defined in the 2009 Equity Incentive Plan shall have the same defined meanings in this Agreement.


 


RECITALS


 


A.            Pursuant
to the exercise of the option granted to Purchaser under the Plan and pursuant to the Stock Option Agreement (the “Option
Agreement”) dated March 8, 2013 by and between the Company and Purchaser with respect to such grant (the “Option”),
which Plan and Option Agreement are hereby incorporated by reference, Purchaser has elected to purchase _________ of those shares
of Common Stock which have not become vested under the vesting schedule set forth in the Option Agreement (“Unvested Shares”).
The Unvested Shares and the shares subject to the Option Agreement, which have become vested are sometimes collectively referred
to herein as the “Shares.”


 


B.             As
required by the Option Agreement, as a condition to Purchaser’s election to exercise the option, Purchaser must execute
this Agreement, which sets forth the rights and obligations of the parties with respect to Shares acquired upon exercise of the
Option.


 


1.             Repurchase
Option.


 


(a)       If
Purchaser’s status as a Service Provider is terminated for any reason, including for death and Disability, the Company shall
have the right and option for ninety (90) days from such date to purchase from Purchaser, or Purchaser’s personal representative,
as the case may be, all of the Purchaser’s Unvested Shares as of the date of such termination at the price paid by the Purchaser
for such Shares (the “Repurchase Option”).


 


(b)       Upon
the occurrence of such termination, the Company may exercise its Repurchase Option by delivering personally or by registered mail,
to Purchaser (or his or her transferee or legal representative, as the case may be) with a copy to the escrow agent described
in Section 2 below, a notice in writing indicating the Company’s intention to exercise the Repurchase Option AND, at the
Company’s option, (i) by delivering to the Purchaser (or the Purchaser’s transferee or legal representative) a check
in the amount of the aggregate repurchase price, or (ii) by the Company canceling an amount of the Purchaser’s indebtedness
to the Company equal to the aggregate repurchase price, or (iii) by a combination of (i) and (ii) so that the combined payment
and cancellation of indebtedness equals such aggregate repurchase price. Upon delivery of such notice and payment of the aggregate
repurchase price in any of the ways described above, the Company shall become the legal and beneficial owner of the Unvested Shares
being repurchased and the rights and interests therein or relating thereto, and the Company shall have the right to retain and
transfer to its own name the number of Unvested Shares being repurchased by the Company.


 






      


     


    

 


(c)       Whenever
the Company shall have the right to repurchase Unvested Shares hereunder, the Company may designate and assign one or more employees,
officers, directors or stockholders of the Company or other persons or organizations to exercise all or a part of the Company’s
Repurchase Option under this Agreement and purchase all or a part of such Unvested Shares.


 


(d)       If
the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety (90)
days following the termination, the Repurchase Option shall terminate.


 


(e)       The
Repurchase Option shall terminate in accordance with the vesting schedule contained in Purchaser’s Option Agreement.


 


2.             Transferability
of the Shares; Escrow.


 


(a)       Purchaser
hereby authorizes and directs the Secretary of the Company, or such other person designated by the Company, to transfer the Unvested
Shares as to which the Repurchase Option has been exercised from Purchaser to the Company.


 


(b)       To
insure the availability for delivery of Purchaser’s Unvested Shares upon repurchase by the Company pursuant to the Repurchase
Option under Section 1, Purchaser hereby appoints the Secretary, or any other person designated by the Company as escrow agent
(the “Escrow Agent”), as its attorney-in-fact to sell, assign and transfer unto the Company, such Unvested Shares,
if any, repurchased by the Company pursuant to the Repurchase Option and shall, upon execution of this Agreement, deliver and
deposit with the Escrow Agent, the share certificates representing the Unvested Shares, together with the stock assignment duly
endorsed in blank, attached hereto as Exhibit C-2. The Unvested Shares and stock assignment shall be held by the Escrow
Agent in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached as Exhibit C-3 hereto,
until the Company exercises its Repurchase Option, until such Unvested Shares are vested, or until such time as this Agreement
no longer is in effect. Upon vesting of the Unvested Shares, the Escrow Agent shall promptly deliver to the Purchaser the certificate
or certificates representing such Shares in the Escrow Agent’s possession belonging to the Purchaser, and the Escrow Agent
shall be discharged of all further obligations hereunder; provided, however, that the Escrow Agent shall nevertheless retain such
certificate or certificates as Escrow Agent if so required pursuant to other restrictions imposed pursuant to this Agreement.


 


(c)       Neither
the Company nor the Escrow Agent shall be liable for any act it may do or omit to do with respect to holding the Shares in escrow
and while acting in good faith and in the exercise of its judgment.


 


(d)       Transfer
or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any
transferee shall hold such Shares subject to all the provisions hereof and the Exercise Notice executed by the Purchaser with
respect to any Unvested Shares purchased by Purchaser and shall acknowledge the same by signing a copy of this Agreement.


 






    	 	-2-	 



     


    

 


3.             Ownership,
Voting Rights, Duties. This Agreement shall not affect in any way the ownership, voting rights or other rights or duties of
Purchaser, except as specifically provided herein.


 


4.             Legends.
The share certificate evidencing the Shares issued hereunder shall be endorsed with the following legend (in addition to any legend
required under applicable federal and state securities laws):


 


THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UPON TRANSFER AND RIGHTS OF REPURCHASE AS SET FORTH
IN AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.


 


5.             Adjustment
for Stock Split. All references to the number of Shares and the purchase price of the Shares in this Agreement shall be appropriately
adjusted to reflect any stock split, stock dividend or other change in the Shares, which may be made by the Company pursuant to
Section 13 of the Plan after the date of this Agreement.


 


6.             Notices.
Notices required hereunder shall be given in person or by registered mail to the address of Purchaser shown on the records of
the Company, and to the Company at their respective principal executive offices.


 


7.             Survival
of Terms. This Agreement shall apply to and bind Purchaser and the Company and their respective permitted assignees and transferees,
heirs, legatees, executors, administrators and legal successors.


 


8.             Section
83(b) Election. Purchaser hereby acknowledges that he or she has been informed that, with respect to the exercise of an Option
for Unvested Shares, an election (the “Election”) may be filed by the Purchaser with the Internal Revenue Service,
within thirty (30) days of the purchase of the exercised Shares, electing pursuant to Section 83(b) of the Code to be taxed currently
on any difference between the purchase price of the exercised Shares and their Fair Market Value on the date of purchase. In the
case of a Nonstatutory Stock Option, this will result in the recognition of taxable income to the Purchaser on the date of exercise,
measured by the excess, if any, of the Fair Market Value of the exercised Shares, at the time the Option is exercised over the
purchase price for the exercised Shares. Absent such an Election, taxable income will be measured and recognized by Purchaser
at the time or times on which the Company’s Repurchase Option lapses. In the case of an Incentive Stock Option, such an
Election will result in a recognition of income to the Purchaser for alternative minimum tax purposes on the date of exercise,
measured by the excess, if any, of the Fair Market Value of the exercised Shares, at the time the option is exercised, over the
purchase price for the exercised Shares. Absent such an Election, alternative minimum taxable income will be measured and recognized
by Purchaser at the time or times on which the Company’s Repurchase Option lapses.


 






    	 	-3-	 



     


    

 


This
discussion is intended only as a summary of the general United States income tax laws that apply to exercising Options as to Shares
that have not yet vested and is accurate only as of the date this form Agreement was approved by the Board. The federal, state
and local tax consequences to any particular taxpayer will depend upon his or her individual circumstances. Purchaser is strongly
encouraged to seek the advice of his or her own tax consultants in connection with the purchase of the Shares and the advisability
of filing of the Election under Section 83(b) of the Code. A form of Election under Section 83(b) is attached hereto as Exhibit
C-4 for reference.


 


PURCHASER
ACKNOWLEDGES THAT IT IS PURCHASER’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO FILE TIMELY THE ELECTION UNDER SECTION
83(b) OF THE CODE, EVEN IF PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON PURCHASER’S BEHALF.


 


9.             Representations.
Purchaser has reviewed with his or her own tax advisors the federal, state, local and foreign tax consequences of this investment
and the transactions contemplated by this Agreement. Purchaser is relying solely on such advisors and not on any statements or
representations of the Company or any of its agents. Purchaser understands that he or she (and not the Company) shall be responsible
for his or her own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.


 


10.           Entire
Agreement; Governing Law. The Plan and Option Agreement are incorporated herein by reference. The Plan, the Option Agreement,
the Exercise Notice, this Agreement, and the Investment Representation Statement constitute the entire agreement of the parties
with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company
and Purchaser with respect to the subject matter hereof, and may not be modified adversely to the Purchaser’s interest except
by means of a writing signed by the Company and Purchaser. This Agreement is governed by the internal substantive laws but not
the choice of law rules of Texas.


 






    	 	-4-	 



     


    







 


Purchaser
represents that he or she has read this Agreement and is familiar with its terms and provisions. Purchaser hereby agrees to accept
as binding, conclusive and final all decisions or interpretations of the Board upon any questions arising under this Agreement.


 


IN
WITNESS WHEREOF, this Agreement is deemed made as of the date first set forth above.


 





	PARTICIPANT	 	PHUNWARE, INC.
	 	 	 
	 	 	 
	Signature	 	By
	 	 	 
	 	 	 
	Print Name	 	Print Name
	 	 	 
	 	 	 
	 	 	Title
	 	 	 
	 	 	 
	Residence Address	 	 
	 	 	 
	Dated: _________________________,
    __________	 	 


 






    	 	-5-	 



     


    







 


EXHIBIT
C-2 


 


ASSIGNMENT
SEPARATE FROM CERTIFICATE


 


FOR
VALUE RECEIVED I, __________________________, hereby sell, assign and transfer unto Phunware, Inc. _____________ shares of the
Common Stock of Phunware, Inc. standing in my name of the books of said corporation represented by Certificate No. _____ herewith
and do hereby irrevocably constitute and appoint __________________________ to transfer the said stock on the books of the within
named corporation with full power of substitution in the premises.


 


This
Stock Assignment may be used only in accordance with the Restricted Stock Purchase Agreement between Phunware, Inc. and the undersigned
dated ______________, _____ (the “Agreement”).


 


	Dated: _______________, ____	Signature: ___________________________________




 


INSTRUCTIONS:
Please do not fill in any blanks other than the signature line. The purpose of this assignment is to enable the Company to exercise
its “repurchase option,” as set forth in the Agreement, without requiring additional signatures on the part of the
Purchaser.


 






      


     


    







 


EXHIBIT
C-3


 


JOINT
ESCROW INSTRUCTIONS


 


_________________,
____


 


Phunware,
Inc.


7800
Shoal Creek Blvd., Suite 210 West


Austin,
TX 78757


 


Dear
Corporate Secretary:


 


As
Escrow Agent for both Phunware, Inc. (the “Company”), and the undersigned purchaser of stock of the Company (the “Purchaser”),
you are hereby authorized and directed to hold the documents delivered to you pursuant to the terms of that certain Restricted
Stock Purchase Agreement (the “Agreement”) between the Company and the undersigned, in accordance with the following
instructions:


 


1.       In
the event the Company and/or any assignee of the Company (referred to collectively for convenience herein as the “Company”)
exercises the Company’s repurchase option set forth in the Agreement, the Company shall give to Purchaser and you a written
notice specifying the number of shares of stock to be purchased, the purchase price, and the time for a closing hereunder at the
principal office of the Company. Purchaser and the Company hereby irrevocably authorize and direct you to close the transaction
contemplated by such notice in accordance with the terms of said notice.


 


2.       At
the closing, you are directed (a) to date the stock assignments necessary for the transfer in question, (b) to fill in the number
of shares being transferred, and (c) to deliver the stock assignments, together with the certificate evidencing the shares of
stock to be transferred, to the Company or its assignee, against the simultaneous delivery to you of the purchase price (by cash,
a check, or some combination thereof) for the number of shares of stock being purchased pursuant to the exercise of the Company’s
repurchase option.


 


3.       Purchaser
irrevocably authorizes the Company to deposit with you any certificates evidencing shares of stock to be held by you hereunder
and any additions and substitutions to said shares as defined in the Agreement. Purchaser does hereby irrevocably constitute and
appoint you as Purchaser’s attorney-in-fact and agent for the term of this escrow to execute with respect to such securities
all documents necessary or appropriate to make such securities negotiable and to complete any transaction herein contemplated,
including but not limited to the filing with any applicable state blue sky authority of any required applications for consent
to, or notice of transfer of, the securities. Subject to the provisions of this paragraph 3, Purchaser shall exercise all rights
and privileges of a stockholder of the Company while the stock is held by you.


 


4.       Upon
written request of the Purchaser, but no more than once per calendar year, unless the Company’s repurchase option has been
exercised, you shall deliver to Purchaser a certificate or certificates representing so many shares of stock as are not then subject
to the Company’s repurchase option. Within one hundred and twenty (120) days after cessation of Purchaser’s continuous
employment by or services to the Company, or any parent or subsidiary of the Company, you shall deliver to Purchaser a certificate
or certificates representing the aggregate number of shares held or issued pursuant to the Agreement and not purchased by the
Company or its assignees pursuant to exercise of the Company’s repurchase option.


 






      


     


    

 


5.       If
at the time of termination of this escrow you should have in your possession any documents, securities, or other property belonging
to Purchaser, you shall deliver all of the same to Purchaser and shall be discharged of all further obligations hereunder.


 


6.       Your
duties hereunder may be altered, amended, modified or revoked only by a writing signed by all of the parties hereto.


 


7.       You
shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected
in relying or refraining from acting on any instrument reasonably believed by you to be genuine and to have been signed or presented
by the proper party or parties. You shall not be personally liable for any act you may do or omit to do hereunder as Escrow Agent
or as attorney-in-fact for Purchaser while acting in good faith, and any act done or omitted by you pursuant to the advice of
your own attorneys shall be conclusive evidence of such good faith.


 


8.       You
are hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person or
corporation, excepting only orders or process of courts of law and are hereby expressly authorized to comply with and obey orders,
judgments or decrees of any court. In case you obey or comply with any such order, judgment or decree, you shall not be liable
to any of the parties hereto or to any other person, firm or corporation by reason of such compliance, notwithstanding any such
order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without
jurisdiction.


 


9.       You
shall not be liable in any respect on account of the identity, authorities or rights of the parties executing or delivering or
purporting to execute or deliver the Agreement or any documents or papers deposited or called for hereunder.


 


10.       You
shall not be liable for the outlawing of any rights under the Statute of Limitations with respect to these Joint Escrow Instructions
or any documents deposited with you.


 


11.       You
shall be entitled to employ such legal counsel and other experts as you may deem necessary properly to advise you in connection
with your obligations hereunder, may rely upon the advice of such counsel, and may pay such counsel reasonable compensation therefor.


 


12.       Your
responsibilities as Escrow Agent hereunder shall terminate if you shall cease to be an officer or agent of the Company or if you
shall resign by written notice to each party. In the event of any such termination, the Company shall appoint a successor Escrow
Agent.


 


13.       If
you reasonably require other or further instruments in connection with these Joint Escrow Instructions or obligations in respect
hereto, the necessary parties hereto shall join in furnishing such instruments.


 






    	 	-2-	 



     


    

 


14.       It
is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of
the securities held by you hereunder, you are authorized and directed to retain in your possession without liability to anyone
all or any part of said securities until such disputes shall have been settled either by mutual written agreement of the parties
concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and
no appeal has been perfected, but you shall be under no duty whatsoever to institute or defend any such proceedings.


 


15.       Any
notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery
or upon deposit in the United States Post Office, by registered or certified mail with postage and fees prepaid, addressed to
each of the other parties thereunto entitled at the following addresses or at such other addresses as a party may designate by
ten (10) days’ advance written notice to each of the other parties hereto.


 


16.       By
signing these Joint Escrow Instructions, you become a party hereto only for the purpose of said Joint Escrow Instructions; you
do not become a party to the Agreement.


 


17.       This
instrument shall be binding upon and inure to the benefit of the parties hereto, and their respective successors and permitted
assigns.


 


18.       These
Joint Escrow Instructions shall be governed by the internal substantive laws, but not the choice of law rules, of Texas.


 





	PURCHASER	 	PHUNWARE, INC.
	 	 	 
	 	 	 
	Signature	 	By
	 	 	 
	 	 	 
	Print Name	 	Print Name
	 	 	 
	 	 	 
	 	 	Title
	 	 	 
	 	 	 
	Residence Address	 	 
	 	 	 
	ESCROW AGENT	 	 
	 	 	 
	 	 	 
	Corporate Secretary	 	 
	 	 	 
	Dated: _______________________________________	 	 


 






    	 	-3-	 



     


    







 


EXHIBIT
C-4


 


ELECTION
UNDER SECTION 83(b)

OF THE INTERNAL REVENUE CODE OF 1986


 


The
undersigned taxpayer hereby elects, pursuant to Sections 55 and 83(b) of the Internal Revenue Code of 1986, as amended, to include
in taxpayer’s gross income or alternative minimum taxable income, as the case may be, for the current taxable year the amount
of any compensation taxable to taxpayer in connection with taxpayer’s receipt of the property described below.


 


		1.	The
                                         name, address, taxpayer identification number and taxable year of the undersigned are
                                         as follows:



 


	 	 	TAXPAYER	 	SPOUSE
	 	NAME:       	__________________________  	 	__________________________
	 	ADDRESS:	__________________________  	 	__________________________
	 	 	__________________________  	 	__________________________
	 	TAX ID NO.: 	__________________________  	 	__________________________ 
	 	TAXABLE YEAR: 	________	 	 




 


		2.	The
                                         property with respect to which the election is made is described as follows: __________
                                         shares (the “Shares”) of the Common Stock of Phunware, Inc. (the “Company”).



 


		3.	The
                                         date on which the property was transferred is:___________________ ,______.



 


		4.	The
                                         property is subject to the following restrictions:



 


The
Shares may not be transferred and are subject to forfeiture under the terms of an agreement between the taxpayer and the Company.
These restrictions lapse upon the satisfaction of certain conditions contained in such agreement.


 


		5.	The
                                         Fair Market Value at the time of transfer, determined without regard to any restriction
                                         other than a restriction which by its terms shall never lapse, of such property is: $_________________.



 


		6.	The
                                         amount (if any) paid for such property is: $_________________.



 


The
undersigned has submitted a copy of this statement to the person for whom the services were performed in connection with the undersigned’s
receipt of the above-described property. The transferee of such property is the person performing the services in connection with
the transfer of said property.


 


The
undersigned understands that the foregoing election may not be revoked except with the consent of the Commissioner.


 





	Dated: ______________________, _____ 	 	__________________________________________
	 	 	Taxpayer
	 	 	 
	The undersigned spouse of taxpayer joins in this election.	 	 
	 	 	 
	Dated: ______________________, _____ 	 	 __________________________________________
	 	 	Spouse of Taxpayer