Exhibit 4.4


 


 


 


 


 


PHUNWARE,
Inc.


 


AMENDED
AND RESTATED


 


INVESTOR
RIGHTS AGREEMENT


 


December
18, 2015, as amended on October 25, 2016


 


 


 


 


 


 


 



     


     


    

 


PHUNWARE,
Inc.


  


AMENDED
AND RESTATED INVESTOR RIGHTS AGREEMENT


 


This
Amended and Restated Investor Rights Agreement (this “Agreement”) is made as of December 18, 2015, as amended
on October 25, 2016, by and among Phunware, Inc., a Delaware corporation (the “Company”), and the persons and
entities (each, an “Investor” and collectively, the “Investors”) listed on Exhibit A
hereto. Unless otherwise defined herein, capitalized terms used in this Agreement have the meanings ascribed to them in Section
1.


 


Recitals


 


WHEREAS,
the Company and certain of the Investors (the “Existing Investors”) are parties to the Amended and Restated
Investor Rights Agreement dated December 17, 2014 (the “Prior Agreement”);


 


WHEREAS,
the Company and certain of the Investors are parties to the Series F Preferred Stock Purchase Agreement, dated as of the date
hereof (the “Purchase Agreement”), by and among the Company and the persons and entities set forth therein;
and


 


WHEREAS,
in contemplation of the issuance of Series F Preferred Stock to certain of the Investors pursuant to the Purchase Agreement, the
Company and certain of the Existing Investors wish to amend and restate and replace in its entirety the Prior Agreement with this
Agreement, and to enter into this Agreement with all parties hereto and subject to the terms and conditions set forth below.


 


Agreement


 


NOW,
THEREFORE, in consideration of the mutual promises and covenants set forth herein, and other consideration, the receipt and
adequacy of which is hereby acknowledged, the parties hereto agree as follows:


  


Section 1

Definitions


 


1.1
Certain Definitions.  As used in this Agreement, the following terms shall have the meanings set forth below:


 


(a) “Bad
Actor Disqualification” means any “bad actor” disqualification described in Rule 506(d)(1)(i) through
(viii) under the Securities Act.


  


(b) “Blackout
Period” has the meaning set forth in Section 2.1(c).


 


(c) “Board”
shall mean the Board of Directors of the Company.


  



     


     


    

 


(d) “Change
of Control” shall mean (a) the acquisition of the Company by another entity by means of any transaction or series
of related transactions to which the Company is party (including, without limitation, any stock acquisition, reorganization, merger
or consolidation but excluding any sale of stock for capital raising purposes) other than a transaction or series of transactions
in which the holders of the voting securities of the Company outstanding immediately prior to such transaction continue to retain
(either by such voting securities remaining outstanding or by such voting securities being converted into voting securities of
the surviving entity), as a result of shares in the Company held by such holders prior to such transaction, at least fifty percent
(50%) of the total voting power represented by the voting securities of the Corporation or such surviving entity outstanding immediately
after such transaction or series of transactions; or (b) a sale, lease, exclusive license or other conveyance of all substantially
all of the assets, intellectual property, technology or business of the Company (an “Asset Sale”).


 


(e) “Commission”
shall mean the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act.


 


(f) “Common
Stock” means the Common Stock of the Company.


 


(g) “Conversion
Stock” shall mean shares of Common Stock issued upon conversion of the Preferred Stock.


 


(h) “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended, or any similar successor federal statute and the rules
and regulations thereunder, all as the same shall be in effect from time to time.


 


(i) “Holder”
shall mean any Investor who holds Registrable Securities and any holder of Registrable Securities to whom the registration rights
conferred by this Agreement have been duly and validly transferred in accordance with Section 2.12 of this Agreement.


 


(j) “Indemnified
Party” shall have the meaning set forth in Section 2.6(c) hereto.


 


(k) “Indemnifying
Party” shall have the meaning set forth in Section 2.6(c) hereto.


 


(l) “Initiating
Holders” shall mean any Holder or Holders who in the aggregate hold not less than fifty percent (50%) of the outstanding
Registrable Securities.


 


(m) “Investors”
shall mean the persons and entities listed on Exhibit A hereto.


 


(n) “IPO”
shall mean the closing of the Company’s first bona fide, firm commitment underwritten initial public offering pursuant to
an effective registration statement filed under the Securities Act of 1933, as amended, covering the offer and sale of the Company’s
Common Stock.


 


(o)
“Mutual Designees” shall have the meaning set forth in the Amended and Restated Voting Agreement by and
among the Company and the parties thereto dated as of the date hereof (the “Voting Agreement”).


 


(p) “New
Securities” shall have the meaning set forth in Section 4.1(a) hereto.


  



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(q) “PLDT”
shall mean PLDT Capital Pte. Ltd. and any general partner, limited partner, member, or affiliate thereof.


 


(r) “Preferred
Stock” shall mean the shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series
D Preferred Stock, Series D-1 Preferred Stock, Series E Preferred Stock, Series F Preferred Stock, Series Alpha Preferred Stock,
Series Beta Preferred Stock, and Series Gamma Prime Preferred Stock of the Company.


 


(s) “Registrable
Securities” shall mean (i) shares of Common Stock issued or issuable pursuant to the conversion of the Shares and
(ii) any Common Stock issued as a dividend or other distribution with respect to or in exchange for or in replacement of
the shares referenced in (i) above; provided, however, that Registrable Securities shall not include any shares
of Common Stock described in clause (i) or (ii) above which have previously been registered or which have been sold to the public
either pursuant to a registration statement or Rule 144, or which have been sold in a private transaction in which the transferor’s
rights under this Agreement are not validly assigned in accordance with this Agreement.


 


(t) The
terms “register,” “registered” and “registration” shall refer to a registration
effected by preparing and filing a registration statement in compliance with the Securities Act and applicable rules and regulations
thereunder, and the declaration or ordering of the effectiveness of such registration statement.


 


(u) “Registration
Expenses” shall mean all expenses incurred in effecting any registration pursuant to this Agreement, including, without
limitation, all registration, qualification, and filing fees, printing expenses, escrow fees, fees and disbursements of counsel
for the Company, blue sky fees and expenses, expenses of any regular or special audits incident to or required by any such registration,
and fees and disbursements of one special counsel for the Holders, but shall not include Selling Expenses, fees and disbursements
of other counsel for the Holders and the compensation of regular employees of the Company, which shall be paid in any event by
the Company.


 


(v) “Restricted
Securities” shall mean any Registrable Securities required to bear the first legend set forth in Section 2.8(c)
hereof.


 


(w) “Rule 144”
shall mean Rule 144 as promulgated by the Commission under the Securities Act, as such Rule may be amended from time to time,
or any similar successor rule that may be promulgated by the Commission.


 


(x) “Rule
145” shall mean Rule 145 as promulgated by the Commission under the Securities Act, as such Rule may be amended
from time to time, or any similar successor rule that may be promulgated by the Commission


 


(y) “Securities
Act” shall mean the Securities Act of 1933, as amended, or any similar successor federal statute and the rules and regulations
thereunder, all as the same shall be in effect from time to time.


  



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(z) “Selling
Expenses” shall mean all underwriting discounts, selling commissions and stock transfer taxes applicable to the sale
of Registrable Securities and fees and disbursements of counsel for any Holder other than the fees and disbursements of one special
counsel for the Holders, which shall be a Registration Expense.


 


(aa)
“Shares” shall mean the Preferred Stock.


 


(bb)
“Wavemaker” shall mean Wavemaker Partners LLC, Kmeleon International Limited, and any general partner,
limited partner, member, or affiliate thereof.


 


(cc)
“Withdrawn Registration” shall mean a forfeited demand registration under Section 2.1 in
accordance with the terms and conditions of Section 2.4.


 


Section 2

Registration Rights


 


2.1 Requested
Registration.


 


(a) Request
for Registration. Subject to the conditions set forth in this Section 2.1, if the Company shall receive from Initiating
Holders a written request signed by such Initiating Holders that the Company effect any registration with respect to all or a
part of the Registrable Securities (such request shall state the number of shares of Registrable Securities to be disposed of
and the intended methods of disposition of such shares by such Initiating Holders), the Company will:


 


(i) promptly
give written notice of the proposed registration to all other Holders; and


 


(ii) as
soon as practicable, and in any event within sixty (60) days after the date of such request from Initiating Holders, file, and
use its commercially reasonable efforts to effect such registration (including, without limitation, filing post-effective amendments,
appropriate qualifications under applicable blue sky or other state securities laws, and appropriate compliance with the Securities
Act) and to permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified
in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request
as are specified in a written request received by the Company within twenty (20) days after such written notice from the Company
is mailed or delivered.


 


(b) Limitations
on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration
pursuant to this Section 2.1:


 


(i) Prior
to the earlier of (A) the three (3) year anniversary of the date of this Agreement or (B) one hundred eighty (180) days
following the effective date of the first registration statement filed by the Company covering an underwritten offering of any
of its securities to the general public (the “Effective Date”);


  



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(ii) If
the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration
statement, propose to sell Registrable Securities and such other securities (if any) amounting in aggregate proceeds of less than
$25,000,000 (excluding deduction for underwriter’s discounts and expenses related to the issuance);


 


(iii) In
any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting
such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except
as may be required by the Securities Act;


 


(iv) After
the Company has initiated two (2) such registrations pursuant to this Section 2.1 (counting for these purposes only
(x) registrations which have been declared or ordered effective and pursuant to which securities have been sold, and (y) Withdrawn
Registrations);


 


(v) During
the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and
ending on a date one hundred eighty (180) days after the effective date of, a Company-initiated registration; provided
that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become
effective; or


 


(vi) If
the Initiating Holders propose to dispose of shares of Registrable Securities which may be immediately registered on Form S-3
pursuant to a request made under Section 2.3 hereof.


 


(c) Deferral.
If (i) in the good faith judgment of the Board of Directors of the Company, the filing of a registration statement covering
the Registrable Securities would be materially detrimental to the Company and the Board of Directors of the Company concludes,
as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time,
and (ii) the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the
good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company for such registration
statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of
such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(v) above) the Company shall
have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request of
the Initiating Holders, and, provided further, that the Company shall not defer its obligation in this manner more than once in
any twelve-month period. Any period of time that the Company defers its registration obligation pursuant to this Section 2.1(c)
is referred to herein as a “Blackout Period.”


  



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(d) Underwriting.
If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting,
they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall
include such information in the written notice given pursuant to Section 2.1(a)(i). In such event, the right of any
Holder to include all or any portion of its Registrable Securities in such registration pursuant to this Section 2.1
shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable
Securities to the extent provided herein. If the Company shall request inclusion in any registration pursuant to Section 2.1
of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to
Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting
and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion
of the Company’s and such person’s other securities of the Company and their acceptance of the further applicable
provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and
other persons proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary
form with the representative of the underwriter or underwriters selected for such underwriting by a majority-in-interest of the
Initiating Holders, which underwriters are reasonably acceptable to the Company.


 


(e) Marketing
Factors. Notwithstanding any other provision of this Section 2.1, if the underwriters advise the Initiating Holders
in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of Registrable
Securities and other shares that may be so included shall be allocated as follows: (i) first, among all Holders
requesting to include Registrable Securities in such registration statement based on the pro rata percentage of Registrable
Securities held by such Holders, assuming conversion; (ii) second, to any other selling stockholders; and
(iii) third, to the Company, which the Company may allocate, at its discretion, for its own account, or for the account
of other holders or employees of the Company. In no event shall the number of Registrable Securities underwritten in such
registration be limited unless and until all shares held by persons other than Holders, including the Company, are completely
excluded from such offering.


 


If
a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting,
such person shall be excluded therefrom by written notice from the Company, the underwriter or the Initiating Holders. The securities
so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from
such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the
number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this
Section 2.1(e), then the Company shall then offer to all Holders who have retained rights to include securities in the registration
the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares
so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion, as set forth above. For purposes
of Section 2.1, a registration shall not be counted as “effected” if, as a result of an exercise of the underwriter’s
cutback provisions in Subsection 2.1(e), fewer than 50% of the total number of Registrable Securities that Holders have
requested to be included in such registration statement are actually included.


  



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2.2 Company
Registration.


 


(a) Company
Registration. If the Company shall determine to register any of its securities either for its own account or the account of
a security holder or holders, other than a registration pursuant to Section 2.1 or 2.3, a registration relating
solely to employee benefit plans, a registration relating to the offer and sale of debt securities, a registration relating to
a corporate reorganization or other Rule 145 transaction, or a registration on any registration form that does not permit secondary
sales, the Company will:


 


(i) promptly
give written notice of the proposed registration to all Holders; and


 


(ii) include
in such registration (and any related qualification under blue sky laws or other compliance), except as set forth in Section 2.2(b)
below, and in any underwriting involved therein, all of such Registrable Securities as are specified in a written request
or requests made by any Holder or Holders received by the Company within ten (10) days after such written notice from the Company
is mailed or delivered. Such written request may specify all or a part of a Holder’s Registrable Securities.


 


(b) Underwriting.
If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company
shall so advise the Holders as a part of the written notice given pursuant to Section 2.2(a)(i). In such event, the
right of any Holder to registration pursuant to this Section 2.2 shall be conditioned upon such Holder’s participation
in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided
herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the
other holders of securities of the Company with registration rights to participate therein distributing their securities through
such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters
selected by the Company.


 


Notwithstanding
any other provision of this Section 2.2, if the underwriters advise the Company in writing that marketing factors
require a limitation on the number of shares to be underwritten, the underwriters may (subject to the limitations set forth below)
limit the number of Registrable Securities to be included in the registration and underwriting. The Company shall so advise all
holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the
registration and underwriting shall be allocated, as follows: (i) first, to the Company for securities being sold for its
own account, (ii) second, to the Holders requesting to include Registrable Securities in such registration statement based
on the pro rata percentage of Registrable Securities held by such Holders, assuming conversion, and (iii) third, to any other
selling stockholders requesting to include other shares in such registration statement based on the pro rata percentage of other
shares held by such other selling stockholders (on an as-converted to Common Stock basis). Notwithstanding the foregoing, no such
reduction shall reduce the value of the Registrable Securities of the Holders included in such registration below twenty-five
percent (25%) of the total value of securities included in such registration, unless such offering is the IPO, in which event
all of the Registrable Securities of the Holders may be excluded. For purposes of the preceding sentence concerning apportionment,
for any selling stockholder that is a Holder of Registrable Securities and that is a venture capital fund, partnership, limited
partnership, limited liability company or corporation, the affiliated venture capital funds, partners, retired partners, members,
retired members, managers, retired managers, managing members, retired managing members, stockholders, subsidiaries and affiliates
of such Holder, or the estates and family members of any such partners or retired partners, members and retired members, managers
and retired managers, managing members, retired managing members or stockholders, and any trusts for the benefit of any of the
foregoing persons shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder”
shall be based upon the aggregate amount of Registrable Securities owned by all such related entities and individuals.


  



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If
a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting,
such person shall also be excluded therefrom by written notice from the Company or the underwriter. The Registrable Securities
or other securities so excluded shall also be withdrawn from such registration. Any Registrable Securities or other securities
excluded or withdrawn from such underwriting shall be withdrawn from such registration.


 


(c) Right
to Terminate Registration. The Company shall have the right to terminate or withdraw any registration initiated by it under
this Section 2.2 prior to the effectiveness of such registration whether or not any Holder has elected to include
securities in such registration.


 


2.3 Registration
on Form S-3


 


(a) Request
for Form S-3 Registration. After its IPO, the Company shall use its commercially reasonable efforts to qualify for registration
on Form S-3 or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition
to the rights contained in the foregoing provisions of this Section 2 and subject to the conditions set forth in this
Section 2.3, if the Company shall receive from a Holder or Holders of Registrable Securities a written request that
the Company effect any registration on Form S-3 or any similar short form registration statement with respect to all or part of
the Registrable Securities (such request shall state the number of shares of Registrable Securities to be disposed of and the
intended methods of disposition of such shares by such Holder or Holders), the Company will take all such action with respect
to such Registrable Securities as required by Section 2.1(a)(i) and (ii).


 


(b) Limitations
on Form S-3 Registration. The Company shall not be obligated to effect, or take any action to effect, any such registration
pursuant to this Section 2.3:


 


(i) In
the circumstances described in either Sections 2.1(b)(i), 2.1(b)(iii) or 2.1(b)(v);


 


(ii) If
the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose
to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of less than
$l,000,000; or


 


(iii) If,
in a given twelve-month period, the Company has effected two (2) such registrations in such period.


  



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(c) Deferral.
The provisions of Section 2.1(c) shall apply to any registration pursuant to this Section 2.3.


 


(d) Underwriting.
If the Holders of Registrable Securities requesting registration under this Section 2.3 intend to distribute the Registrable
Securities covered by their request by means of an underwriting, the provisions of Sections 2.1(e) shall apply to
such registration. Notwithstanding anything contained herein to the contrary, registrations effected pursuant to this Section 2.3
shall not be counted as requests for registration or registrations effected pursuant to Section 2.1.


 


(f) Shelf
Registration Statement Filing. After the Effective Date, as promptly as practicable following the earlier of (i) a request
by (A) a Holder or Holders holding, directly or indirectly, together with their respective Affiliates in the aggregate, not less
than ten percent (10%) of the Registrable Securities then outstanding or (B) a Holder or Holders holding, directly or indirectly,
together with their respective Affiliates in the aggregate, a majority of the Series F Preferred Stock then outstanding or (ii)
the date upon which the Company becomes a well-known seasoned issuer (as defined in Rule 405 under the Securities Act) (a “WKSI”),
the Company shall file with the SEC a Form S-3 registration statement (“Shelf Registration Statement”), which,
for the avoidance of doubt, would be an automatic shelf registration statement (as defined in Rule 405 under the Securities Act)
(an “Automatic Shelf Registration Statement”) for a WKSI in the case of clause (ii), relating to the offer
and sale of all Registrable Securities by the Holders from time to time in accordance with the methods of distribution elected
by such Holders and set forth in the Shelf Registration Statement and, as promptly as practicable thereafter, shall use its reasonable
best efforts to cause such Shelf Registration Statement to become effective under the Securities Act.


 


2.4 Expenses
of Registration.  All Registration Expenses incurred in connection with registrations pursuant to Sections 2.1,
2.2 and 2.3, hereof shall be borne by the Company; provided, however, that the Company shall not be
required to pay for any expenses of any registration proceeding begun pursuant to Sections 2.1 and 2.3 if the registration
request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered or
because a sufficient number of Holders shall have withdrawn so that the minimum offering conditions set forth in Sections 2.1
and 2.3 are no longer satisfied (in which case all participating Holders shall bear such expenses pro rata among each
other based on the number of Registrable Securities requested to be so registered), unless the Holders of a majority of the Registrable
Securities agree to forfeit their right to a demand registration pursuant to Section 2.1; provided, further,
in the event that a withdrawal by the Holders is based upon material adverse information relating to the Company that is different
from the information known to the Holders requesting registration at the time of their request for registration under Section
2.1, such registration shall not be treated as a counted registration for purposes of Section 2.1 hereof, even though
the Holders do not bear the Registration Expenses for such registration. All Selling Expenses relating to securities registered
on behalf of the Holders, to the extent not reimbursed by the Company, shall be borne by the Holders of securities included in
such registration pro rata among such Holders on the basis of the number of Registrable Securities so registered.


  



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2.5 Registration
Procedures.  In the case of each registration effected by the Company pursuant to Section 2, the Company
will keep each Holder advised in writing as to the initiation of each registration and as to the completion thereof. At its expense,
the Company will use its commercially reasonable efforts to:


 


(a) Keep
such registration effective for a period of up to sixty (60) days or, if earlier, until the distribution contemplated in the registration
statement has been completed; provided, however, that (i) such sixty (60) day period shall be extended for a period
of time equal to the period the Holder refrains, at the request of an underwriter of Common Stock (or other securities) of the
Company, from selling any securities included in such registration, and (ii) in the case of any registration of Registrable Securities
on Form S-3 that are intended to be offered on a continuous or delayed basis, subject to compliance with applicable Commission
rules, such sixty (60) day period shall be extended for up to an additional ninety (90) days, if necessary, to keep the registration
statement effective until all such Registrable Securities are sold;


 


(b) Prepare
and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection
with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition
of all securities covered by such registration statement for the period set forth in subsection (a) above;


 


(c) Furnish
such number of prospectuses, including any preliminary prospectuses, and other documents incident thereto, including any amendment
of or supplement to the prospectus, as a Holder from time to time may reasonably request;


 


(d) Use
its reasonable best efforts to register and qualify the securities covered by such registration statement under such other securities
or Blue Sky laws of such jurisdiction as shall be reasonably requested by the Holders; provided, that the Company shall
not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service
of process in any such states or jurisdictions;


 


(e) in
the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual
and customary form, with the underwriter(s) of such offering;


 


(f) Notify
each seller of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is
required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in
such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact
required to be stated therein or necessary to make the statements therein not misleading or incomplete in light of the circumstances
then existing, and following such notification promptly prepare and furnish to such seller a reasonable number of copies of a
supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such
shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading or incomplete in light of the circumstances then
existing;


  



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(g) Provide
a transfer agent and registrar for all Registrable Securities registered pursuant to such registration statement and a CUSIP number
for all such Registrable Securities, in each case not later than the effective date of such registration;


 


(h) Cause
all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange on which similar securities
issued by the Company are then listed; and


 


(i) In
connection with any underwritten offering pursuant to a registration statement filed pursuant to Section 2.1 hereof,
enter into and perform its obligations under an underwriting agreement in form reasonably necessary to effect the offer and sale
of Common Stock, provided such underwriting agreement contains reasonable and customary provisions, and provided further, that
each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement.


 


2.6 Indemnification.


 


(a) To
the extent permitted by law, the Company will indemnify and hold harmless each Holder, each of its officers, directors and partners,
legal counsel and accountants and each person controlling such Holder within the meaning of Section 15 of the Securities
Act, with respect to which registration, qualification or compliance has been effected pursuant to this Section 2,
and each underwriter, if any, and each person who controls within the meaning of Section 15 of the Securities Act any underwriter,
against all expenses, claims, losses, damages and liabilities (or actions, proceedings or settlements in respect thereof) arising
out of or based on: (i) any untrue statement (or alleged untrue statement) of a material fact contained or incorporated by
reference in any prospectus, offering circular or other document (including any related registration statement, notification or
the like) incident to any such registration, qualification or compliance, (ii) any omission (or alleged omission) to state
therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (iii) any
violation (or alleged violation) by the Company of the Securities Act, any state securities laws or any rule or regulation thereunder
applicable to the Company and relating to action or inaction required of the Company in connection with any offering covered by
such registration, qualification or compliance, and the Company will reimburse each such Holder, each of its officers, directors,
partners, members, managers, managing members, legal counsel and accountants and each person controlling such Holder, each such
underwriter and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection
with investigating and defending or settling any such claim, loss, damage, liability or action; provided that the Company
will not be liable in any such case to the extent that any such claim, loss, damage, liability, or action arises out of or is
based on any untrue statement or omission based upon written information furnished to the Company by such Holder, any of such
Holder’s officers, directors, members, managers, managing members, partners, legal counsel or accountants, any person controlling
such Holder, such underwriter or any person who controls any such underwriter, and stated to be specifically for use therein;
and provided, further that, the indemnity agreement contained in this Section 2.6(a) shall not apply
to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the
consent of the Company (which consent shall not be unreasonably withheld, conditioned, or delayed).


  



    	 	-11-	 



     


    

 


(b) To
the extent permitted by law, each Holder, severally and not jointly, will, if Registrable Securities held by such Holder are included
in the securities as to which such registration, qualification or compliance is being effected, indemnify and hold harmless the
Company, each of its directors, officers, partners, legal counsel and accountants and each underwriter, if any, of the Company’s
securities covered by such a registration statement, each person who controls the Company or such underwriter within the meaning
of Section 15 of the Securities Act, each other such Holder, and each of their officers, directors and partners, and each
person controlling each other such Holder, against all claims, losses, damages and liabilities (or actions in respect thereof)
arising out of or based on: (i) any untrue statement (or alleged untrue statement) of a material fact contained or incorporated
by reference in any prospectus, offering circular or other document (including any related registration statement, notification,
or the like) incident to any such registration, qualification or compliance, or (ii) any omission (or alleged omission) to
state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will
reimburse the Company and such Holders, directors, officers, partners, legal counsel and accountants, persons, underwriters, or
control persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such
claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged
untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other
document in reliance upon and in conformity with written information furnished to the Company by such Holder and expressly stated
to be specifically for use therein; provided, however, that the obligations of such Holder hereunder shall not apply
to amounts paid in settlement of any such claims, losses, damages or liabilities (or actions in respect thereof) if such settlement
is effected without the consent of such Holder (which consent shall not be unreasonably withheld, conditioned, or delayed); and
provided that in no event shall any indemnity under this Section 2.6 exceed the net proceeds from the offering
received by such Holder, except in the case of fraud or willful misconduct by such Holder.


 


(c) Each
party entitled to indemnification under this Section 2.6 (the “Indemnified Party”) shall give notice
to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified
Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume
the defense of such claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Party, who
shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose
approval shall not be unreasonably withheld, conditioned, or delayed), and the Indemnified Party may participate in such defense
at such party’s expense; and provided further that the failure of any Indemnified Party to give notice as provided
herein shall not relieve the Indemnifying Party of its obligations under this Section 2.6, to the extent such failure
is not prejudicial. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each
Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term
thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim
or litigation. Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying
Party may reasonably request in writing and as shall be reasonably required in connection with defense of such claim and litigation
resulting therefrom.


  



    	 	-12-	 



     


    

 


(d) If
the indemnification provided for in this Section 2.6 is held by a court of competent jurisdiction to be unavailable
to an Indemnified Party with respect to any loss, liability, claim, damage, or expense referred to herein, then the Indemnifying
Party, in lieu of indemnifying such Indemnified Party hereunder, shall contribute to the amount paid or payable by such Indemnified
Party as a result of such loss, liability, claim, damage, or expense in such proportion as is appropriate to reflect the relative
fault of the Indemnifying Party on the one hand and of the Indemnified Party on the other in connection with the statements or
omissions that resulted in such loss, liability, claim, damage, or expense as well as any other relevant equitable considerations.
The relative fault of the Indemnifying Party and of the Indemnified Party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information
supplied by the Indemnifying Party or by the Indemnified Party and the parties’ relative intent, knowledge, access to information,
and opportunity to correct or prevent such statement or omission. No person or entity will be required under this Section 2.6(d)
to contribute any amount in excess of the net proceeds from the offering received by such person or entity, except in the
case of fraud or willful misconduct by such person or entity. No person or entity guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any person or entity who was not guilty
of such fraudulent misrepresentation.


 


(e) Notwithstanding
the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered
into in connection with the underwritten public offering are in conflict with the foregoing provisions as they relate to underwriters
and their controlling persons, the provisions in the underwriting agreement shall control; provided, however, that any such underwriting
agreement shall not restrict the rights of the Holders to receive indemnification under this Agreement unless such Holders consent
in a written agreement to such restriction.


 


2.7 Information
by Holder.  Each Holder of Registrable Securities shall furnish to the Company such information regarding such Holder
and the distribution proposed by such Holder as the Company may reasonably request in writing and as shall be reasonably required
in connection with any registration, qualification, or compliance referred to in this Section 2.


 


2.8 Restrictions
on Transfer.


 


(a) The
holder of each certificate representing Registrable Securities by acceptance thereof agrees to comply in all respects with the
provisions of this Section 2.8. Each Holder agrees not to make any sale, assignment, transfer, pledge or other disposition
of all or any portion of the Restricted Securities, or any beneficial interest therein, unless and until the transferee thereof
has agreed in writing for the benefit of the Company to take and hold such Restricted Securities subject to, and to be bound by,
the terms and conditions set forth in this Agreement, including, without limitation, this Section 2.8 and Section 2.10,
except for transfers permitted under Section 2.8(b):


  



    	 	-13-	 



     


    

 


(i) There
is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is
made in accordance with such registration statement; or


 


(ii) Such
Holder shall have given prior written notice to the Company of such Holder’s intention to make such disposition and shall
have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, and, if requested
by the Company, such Holder shall have furnished the Company, at its expense, with an opinion of counsel, reasonably satisfactory
to the Company, to the effect that such disposition will not require registration of such Restricted Securities under the Securities
Act.


 


(b) Permitted
transfers include (i) a transfer not involving a change in beneficial ownership, (ii) in transactions involving the
distribution without consideration of Restricted Securities by any Holder to (v) any family member or trust for the benefit of
any individual holder, (w) any member or former member of any Holder that is a limited liability company (x) a parent, subsidiary
or other affiliate of Holder that is a corporation, (y) any of its partners, members or other equity owners, retired partners,
retired members, affiliated funds, or other equity owners, or to the estate of any of its partners, members or other equity owners
or retired partners, retired members or other equity owners, (z) a venture capital fund that is controlled by or under common
control with one or more general partners or managing members of, or shares the same management company with, such Holder or (aa)
any subsidiary, affiliate or stockholder of a corporation, or (iii) transfers in compliance with Rule 144, as long as the Company
is furnished with satisfactory evidence of compliance with such Rule; provided, in the case of (iii) above, that the Holder
thereof shall give written notice to the Company of such Holder’s intention to effect such disposition and shall have furnished
the Company with a detailed description of the manner and circumstances of the proposed disposition.


 


(c) Each
certificate representing Registrable Securities shall (unless otherwise permitted by the provisions of this Agreement) be stamped
or otherwise imprinted with a legend substantially similar to the following (in addition to any legend required under applicable
state securities laws):


 


THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”),
OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR
HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM.
THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR
TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.


  



    	 	-14-	 



     


    

 


THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO (1) RESTRICTIONS ON TRANSFERABILITY AND RESALE, INCLUDING A LOCK-UP PERIOD
IN THE EVENT OF A PUBLIC OFFERING, AS SET FORTH IN AN INVESTOR RIGHTS AGREEMENT, AND (2) VOTING RESTRICTIONS AS SET FORTH IN A
VOTING AGREEMENT AMONG THE COMPANY AND THE ORIGINAL HOLDERS OF THESE SHARES, COPIES OF WHICH MAY BE OBTAINED AT THE PRINCIPAL
OFFICE OF THE COMPANY.


 


The
Holders consent to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted
Securities in order to implement the restrictions on transfer established in this Section 2.8.


 


(d) The
first legend referring to federal and state securities laws identified in Section 2.8(c) hereof stamped on a certificate
evidencing the Restricted Securities and the stock transfer instructions and record notations with respect to such Restricted
Securities shall be removed and the Company shall issue a certificate without such legend to the holder of such Restricted Securities
if (i) such securities are registered under the Securities Act, or (ii) such holder provides the Company with an opinion
of counsel reasonably acceptable to the Company to the effect that a public sale or transfer of such securities may be made without
registration under the Securities Act


 


(e) Each
Investor agrees not to make any sale, assignment, transfer, pledge or other disposition of any securities of the Company, or any
beneficial interest therein, to any person other than the Company, if such proposed transferee would, following such sale, assignment,
transfer, pledge or other disposition, beneficially own 20% or more of the Company’s outstanding voting securities, calculated
on the basis of voting power, unless and until the proposed transferee confirms to the reasonable satisfaction of the Company
that neither the proposed transferee nor any of its directors, executive officers, other officers that may serve as a director
or officer of any company in which it invests, general partners or managing members nor any person that would be deemed a beneficial
owner of those securities (in accordance with Rule 506(d) of the Securities Act) is subject to any Bad Actor Disqualification,
except as set forth in Rule 506(d)(2) or (d)(3) under the Securities Act and disclosed, reasonably in advance of the transfer,
in writing in reasonable detail to the Company.


 


2.9 Rule 144
Reporting.  With a view to making available the benefits of certain rules and regulations of the Commission that may
permit the sale of the Restricted Securities to the public without registration, the Company agrees to use its commercially reasonable
efforts to:


 


(a) Make
and keep public information regarding the Company available as those terms are understood and defined in Rule 144 under the
Securities Act, at all times from and after ninety (90) days following the effective date of the first registration under the
Securities Act filed by the Company for an offering of its securities to the general public;


  



    	 	-15-	 



     


    

 


(b) File
with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the
Exchange Act at any time after it has become subject to such reporting requirements; and


 


(c) So
long as a Holder owns any Restricted Securities, furnish to the Holder forthwith upon written request a written statement by the
Company as to its compliance with the reporting requirements of Rule 144 (at any time from and after ninety (90) days following
the effective date of the first registration statement filed by the Company for an offering of its securities to the general public),
and of the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), a copy
of the most recent annual or quarterly report of the Company, and such other reports and documents so filed as a Holder may reasonably
request in availing itself of any rule or regulation of the Commission allowing a Holder to sell any such securities without registration.


 


2.10 Market
Stand-Off Agreement.  If requested by the Company and an underwriter of Common Stock (or other securities) of the Company,
each Holder shall not sell or otherwise transfer, make any short sale of, grant any option for the purchase of, or enter into
any hedging or similar transaction with the same economic effect as a sale, of any Common Stock (or other securities) of the Company
held by such Holder (other than those included in the registration) during the one hundred eighty (180) day period following the
effective date of the IPO (or such other period not to exceed an additional eighteen (18) days as may be requested by the Company
or an underwriter 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 FINRA Rule 2711(f)(4)
or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto); provided that: all officers and directors of
the Company and holders of at least one percent (1%) of the Company’s voting securities are bound by and have entered into
similar agreements. The obligations described in this Section 2.10 shall not apply to a registration relating solely
to employee benefit plans on Form S-l or Form S-8 or similar forms that may be promulgated in the future, or a registration relating
solely to a transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer
instructions and may stamp each such certificate with the second legend set forth in Section 2.8(c) hereof with respect
to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of such one hundred eighty
(180) day (or other) period. If requested by the Company and an underwriter of Common Stock (or other securities) of the Company,
each Holder agrees to execute a market standoff agreement with said underwriters in customary form consistent with the provisions
of this Section 2.10. Any discretionary waiver or termination of the restrictions of any or all of such agreements
by the Company or the underwriters shall apply pro rata to all Holders subject to such agreements, based on the number of shares
subject to such agreements.


  



    	 	-16-	 



     


    

 


2.11 Delay
of Registration.  No Holder shall have any right to take any action to restrain, enjoin, or otherwise delay any registration
as the result of any controversy that might arise with respect to the interpretation or implementation of this Section 2.


 


2.12 Transfer
or Assignment of Registration Rights.  The rights to cause the Company to register securities granted to a Holder by
the Company under this Section 2 may be transferred or assigned by a Holder only to a transferee or assignee of not
less than 100,000 shares of Registrable Securities (as presently constituted and subject to subsequent adjustments for stock splits,
stock dividends, reverse stock splits, and the like); provided, however, that the foregoing 100,000 share minimum shall
not apply in cases of transfers to affiliated entities (including affiliated venture capital funds and subsidiaries, affiliates
and stockholders of corporations) or persons of such Investor; provided, further, that (i) such transfer or assignment
of Registrable Securities is effected in accordance with the terms of Section 2.8 hereof, and applicable securities
laws, (ii) the Company is given written notice prior to said transfer or assignment, stating the name and address of the
transferee or assignee and identifying the securities with respect to which such registration rights are intended to be transferred
or assigned and (iii) the transferee or assignee of such rights assumes in writing the obligations of such Holder under this
Agreement, including without limitation the obligations set forth in Section 2.10.


 


2.13 Limitations
on Subsequent Registration Rights.  From and after the date of this Agreement, the Company shall not, without the prior
written consent of Holders holding at least a majority of the Registrable Securities (excluding any of such shares held by any
Holders whose rights to request registration or inclusion in any registration pursuant to this Section 2 have terminated
in accordance with Section 2.14), enter into any agreement with any holder or prospective holder of any securities
of the Company giving such holder or prospective holder any registration rights the terms of which are pari passu with
or senior to the registration rights granted to the Holders hereunder.


 


2.14 Termination
of Registration Rights.  The right of any Holder to request registration or inclusion in any registration pursuant to
Section 2.1, 2.2 or 2.3 shall terminate on the earlier of (i) such date, on or after the closing
of the Company’s first registered public offering of Common Stock, on which all shares of Registrable Securities held or
entitled to be held upon conversion by such Holder may immediately be sold continuously during a ninety (90) day period without
restriction under Rule 144, and (ii) five (5) years after the closing of the Company’s IPO; provided, however,
that such five (5) year period shall be extended on a day-for-day basis for each day of any Blackout Period.


  



    	 	-17-	 



     


    

 


Section 3

Covenants of the Company


 


The
Company hereby covenants and agrees, as follows:


 


3.1 Basic
Information Rights.


 


The Company will furnish
the following reports to (w) each Holder who owns, individually or together with its affiliates, at least 2,000,000 Shares of
Preferred Stock (x) Cisco Systems, Inc. (“Cisco”), (y) PLDT, and (z) Wavemaker (each such Holder a “Significant
Investor”):


 


(i) As
soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred eighty days (180) after
the end of each fiscal year of the Company, a consolidated balance sheet of the Company and its subsidiaries, if any, as at the
end of such fiscal year, and consolidated statements of income and cash flows of the Company and its subsidiaries, if any, for
such year, prepared in accordance with U.S. generally accepted accounting principles consistently applied, and audited and certified
by independent public accountants of recognized national standing selected by the Company;


 


(ii) As
soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company,
and in any event within forty-five (45) days after the end of the first, second, and third quarterly accounting periods in each
fiscal year of the Company, an unaudited consolidated balance sheet of the Company and its subsidiaries, if any, as of the end
of each such quarterly period, and unaudited consolidated statements of income and cash flows of the Company and its subsidiaries,
if any, for such period, prepared in accordance with U.S. generally accepted accounting principles consistently applied, subject
to changes resulting from normal year-end audit adjustments;


 


(iii) As
soon as practicable after the end of each month, and in any event within thirty (30) days after the end of such month, an unaudited
consolidated balance sheet of the Company and its subsidiaries, if any, as of the end of such month, and unaudited consolidated
statements of income and cash flows of the Company and its subsidiaries, if any, for such period, prepared in accordance with
U.S. generally accepted accounting principles consistently applied, subject to changes resulting from normal year-end audit adjustments;


 


(iv) As
soon as practicable before the end of the fiscal year, and in any event no earlier than thirty (30) days prior to the end of the
fiscal year, a comprehensive operating budget forecasting the Company’s revenues, expenses, and cash position on a month-to-month
basis for the upcoming fiscal year; and


 


(v) Promptly
upon reasonable request, an up-to-date capitalization table.


  



    	 	-18-	 



     


    

 


3.2 Inspection
Rights.  The Company will afford to each Significant Investor, and to such Significant Investor’s accountants
and counsel, reasonable access during normal business hours to all of the Company’s respective properties, books and records.
Each such Significant Investor shall have such other access to management and information as is necessary for it to comply with
applicable laws and regulations and reporting obligations. Nothing in this Section 3.2 shall require the Company to disclose
to a Significant Investor details of contracts with or work performed for specific customers and other business partners where
to do so would violate confidentiality obligations to those parties; provided, however, that the Company will use commercially
reasonably efforts to obtain a waiver from such business partners upon reasonable request from a Significant Investor pursuant
to this Section 3.2. Significant Investors may exercise their rights under this Section 3.2 only for purposes
reasonably related to their interests under this agreement and related agreements. Other than to affiliated entities (including
affiliated venture capital funds and subsidiaries, affiliates and stockholders of corporations) or persons of such Significant
Investor, the rights granted pursuant to this Section 3.2 may not be assigned or otherwise conveyed by the Significant
Investor or by any subsequent transferee of any such rights without the prior written consent of the Company except as authorized
in this Section 3.2. 


 


3.3 Confidentiality. 
Anything in this Agreement to the contrary notwithstanding, no Holder by reason of this Agreement shall have access to any trade
secrets or classified information of the Company. The Company shall not be required to comply with any information rights of Section
3 in respect of any Holder whom the Company reasonably determines to be a competitor or an officer, employee, director or
holder of more than ten percent (10%) of a competitor. For the avoidance of doubt, (a) a Holder shall not be deemed to be a competitor
of the Company for the purposes hereof by virtue of the fact that a portfolio company or other affiliate of such Holder is a competitor
of the Company and (b) Cisco shall not be deemed to be a competitor. Each Holder acknowledges that the information received by
them pursuant to this Agreement may be confidential and for its use only, and it will not use such confidential information in
violation of the Exchange Act or reproduce, disclose or disseminate such information to any other person (other than its employees
or agents having a need to know the contents of such information, and its attorneys), except in connection with the exercise of
rights under this Agreement, unless such information (i) is or becomes available to the public generally (other than as a result
of a breach of this Section 3.3 by such Holder), (ii) is or has been independently developed or conceived by the Holder
without use of the Company’s confidential information, as evidenced by contemporaneous written records of the Holder, (iii)
is or has been made known or disclosed to the Holder by a third party without a breach of any obligation of confidentiality such
third party may have to the Company or (iv) such Holder is required to disclose such information by a governmental authority.
This section shall not preclude any representative of a Holder who is on the Board of Directors from receiving confidential information
in such representative’s capacity as a director of the Company.


 


3.4 Key
Man Life Insurance.  The Company shall obtain a standard “key man” life insurance policy on Alan S. Knitowski
with proceeds payable to the Company, which coverage amount shall be determined by the Board of Directors.


  



    	 	-19-	 



     


    

 


3.5 D&O
Insurance.  Promptly following the date hereof, the Company shall procure and maintain directors and officers
liability insurance for each of the directors and officers of the Company, with coverage limits customary for similarly situated
companies and satisfactory to the Board of Directors, including at least one of the Series F Directors (as defined in the Voting
Agreement). Such policy shall not be cancelable by the Company without the prior approval of the Board of Directors, including
at least one of the Series F Directors.


 


3.6 Successor
Indemnification.  If the Company or any of its successors or assignees consolidates with or merges into any other
person and is not the continuing or surviving corporation or entity of such consolidation or merger, then to the extent necessary,
proper provision shall be made so that the successors and assignees of the Company assume the obligations of the Company with
respect to indemnification of members of the Board of Directors as in effect immediately before such transaction, whether such
obligations are contained in the Company’s Bylaws, its Certificate of Incorporation, or elsewhere, as the case may be.


 


3.7 “Bad
Actor” Notice.  Each party to this Agreement will promptly notify the Company in writing if to its knowledge,
it or any person specified in Rule 506(d)(1) under the Securities Act becomes subject to any Bad Actor Disqualification.


 


3.8 Reimbursement
of Board Expenses.  The Company shall reimburse all members of the Board for all reasonable and documented out-of-pocket
expenses incurred in connection with attending meetings of the Board.


 


3.9 Company
Governance Provisions.


 


(a) Board
Matters; Meetings and Composition. Unless otherwise determined by the vote of a majority of the directors then in office (including
the vote of the Series F Director designated by Khazanah), the Board shall:


 


(i)
meet at least quarterly in accordance with an agreed-upon schedule;


 


(ii)
distribute to the Board an agenda with materials for any regularly scheduled Board meeting not later than one (1) week before
such Board meeting;


 


(iii)
cause to be established, as soon as practicable after the Khazanah Closing (which in the case of the Nominating Committee shall
be not more than sixty (60) days after the Khazanah Closing), and maintain, an Audit, Nominating and Compensation Committee of
the Board; except as provided in clauses (iv) and (v) below, the composition of such committees will be as determined by the Board;


  



    	 	-20-	 



     


    

 


(iv)
appoint the Series F Designee (as defined in the Voting Agreement) designated by Khazanah as Chairman of the Nominating Committee
of the Board as soon as practicable and with sufficient time to consider nominations for the Mutual Designees (as provided in
the Voting Agreement), and in no event more than sixty (60) days after the Khazanah Closing;


 


(v)
appoint the Series F Designee designated by Khazanah as a member of the Audit Committee of the Board and the Compensation Committee
of the Board;


 


(vi)
nominate and elect, within ninety (90) days after the Khazanah Closing, an independent Director as a Mutual Designee (and, for
purposes of this Section 3.9, an “independent” Director shall be one independent under the rules of the primary exchange
upon which the Company’s shares then trade or, if the Company’s shares are not so traded, the rules of the NASDAQ
Stock Exchange);


 


(vii)
nominate and elect, within one hundred eighty (180) days after the Khazanah Closing a second independent Director as a Mutual
Designee;


 


(viii)
(A) elect a director other than the Chief Executive Officer as the Chairman of the Board at or immediately prior to the Khazanah
Closing, such Chairman to serve until his successor is elected as contemplated in clause (B), and (B) nominate, within six (6)
months after the Khazanah Closing, and elect, within nine (9) months after the Khazanah Closing, one of the Mutual Designees (or
such other independent director nominated and appointed by a majority of the directors of the Board which shall include the Series
F Designee designated by Khazanah) as Chairman of the Board; and


 


(ix)
adopt, on or prior to the Khazanah Closing, bylaw amendments reasonably acceptable to Khazanah reflecting the establishment of
Board committees as provided herein, and providing for a minimum of forty-eight (48) hours prior notice of Board meetings.


 


(b) Other
Company Governance Covenants. The Company shall:


 


(i)
adopt a policy requiring Board approval for affiliate transactions over $50,000;


 


(ii)
identify qualified candidates to be the Chief Financial Officer of the Company (“CFO”), to be based in Austin,
Texas, within six (6) months after the Khazanah Closing and hire a qualified CFO within one (1) year after the Khazanah Closing,
who shall be reasonably acceptable to and who shall report to the Company’s Chief Executive Officer; and


 


(iii)
not engage a person or firm as counsel to the Company for future financings and M&A, and for Board advisory matters, or to
provide audit services, after January 1, 2017 except with the approval of the Board, which approval shall include the approval
of the Series F Director nominated by Khazanah.


 


(c) Amendment
of this Section. No provision of this Section 3.9 may be amended without the consent in writing of Khazanah for so long as
Khazanah and its affiliates continue to beneficially own at least fifty percent (50%) of the shares of Series F Preferred Stock
purchased by it pursuant to the Purchase Agreement.


  



    	 	-21-	 



     


    

 


3.10 Independent
409A Valuation.  Promptly following the Initial Closing (as defined in the Purchase Agreement), the Company shall
obtain an independent 409A valuation of the Company’s Common Stock performed by an independent valuation firm.


 


3.11 Termination
of Covenants.  The covenants set forth in this Section 3, except for Section 3.7, shall terminate
and be of no further force and effect after the closing of the Company’s IPO.


 


Section 4

Right of First Offer


 


4.1 Right
of First Offer to Investors.  The Company hereby grants to each Investor, the right of first offer to purchase its pro
rata share of New Securities (as defined in Section 4.1(a)) which the Company may, from time to time, propose to sell and
issue after the date of this Agreement. An Investor’s pro rata share, for purposes of this right of first offer, is equal
to the ratio of (a) the number of shares of Common Stock owned by such Investor immediately prior to the issuance of New Securities
(assuming full conversion of the Shares and exercise of all outstanding convertible securities, rights, options and warrants,
directly or indirectly held by said Investor, into Common Stock) to (b) the total number of shares of Common Stock outstanding
immediately prior to the issuance of New Securities (assuming full conversion of the Shares and exercise of all outstanding convertible
securities, rights, options and warrants). Each Investor shall have a right of over-allotment such that if any Investor fails
to exercise its right hereunder to purchase its pro rata share of New Securities, the other exercising Investors may purchase
the non-exercising Investor’s portion on a pro rata basis. The right of first offer shall be subject to the following provisions:


 


(a) “New
Securities” shall mean any capital stock (including Common Stock and/or Preferred Stock) of the Company whether now
authorized or not, and rights, convertible securities, options or warrants to purchase such capital stock, and securities of any
type whatsoever that are, or may become, exercisable or convertible into capital stock; provided that the term “New
Securities” does not include any securities of the Company excluded from the definition of “Additional Shares
of Common” in the Company’s Certificate of Incorporation (as the same may be amended from time to time).


 


(b) In
the event the Company proposes to undertake an issuance of New Securities, it shall give each Investor written notice of its intention,
describing the type of New Securities, and their price and the general terms upon which the Company proposes to issue the same
(the “Offer Notice”). Each Investor shall have twenty (20) days after the Offer Notice is mailed or delivered
to agree to purchase such Holder’s pro rata share of such New Securities.


  



    	 	-22-	 



     


    

 


(c)
At the expiration of such twenty (20) day period, the Company shall promptly notify each Investor that elects to purchase or acquire
all the shares available to it (each, a “Fully Exercising Investor”) of any other Investor’s failure
to do likewise. During the ten (10) day period commencing after the Company has given such notice, each Fully Exercising Investor
may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to
that portion of the New Securities for which Investors were entitled to subscribe but that were not subscribed for by the Investors
which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or
exercise, as applicable, of Registrable Securities then held, by such Fully Exercising Investor bears to the Common Stock
issued and held, or issuable (directly or indirectly) upon conversion and/or
exercise, as applicable, of the Registrable Securities then held, by all Fully
Exercising Investors who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Subsection 4.1(c)
shall occur within the later of ninety (90) days of the date that the Offer Notice is given and the date of initial sale of New
Securities pursuant to Subsection 4.1(d).


 


(d) In
the event the Holders fail to exercise fully the right of first offer and over-allotment rights, if any within said ten (10) day
period (the “Election Period”), the Company shall have ninety (90) days thereafter to sell or enter into an
agreement (pursuant to which the sale of New Securities covered thereby shall be closed, if at all, within ninety (90) days from
the date of said agreement) to sell that portion of the New Securities with respect to which the Investors’ right of first
offer option set forth in this Section 4.1 was not exercised, at a price and upon terms no more favorable to the purchasers
thereof than specified in the Company’s notice to Investors delivered pursuant to Section 4.1(b). In the event the
Company has not sold within such ninety (90) day period following the Election Period, or such ninety (90) day period following
the date of said agreement, the Company shall not thereafter issue or sell any New Securities, without first again offering such
securities to the Investors in the manner provided in this Section 4.1.


 


(e) The
right of first offer granted under this Agreement shall expire upon, and shall not be applicable to, the Company’s IPO.


 


(f) A
Holder will not have a right of first refusal to purchase a pro rata share of New Securities in accordance with this Section
and will not be a Holder for purposes of the right of first refusal granted under this Section if, and for so long as, (i) the
Holder, any of its directors, executive officers, other officers that may serve as a director or officer of any company in which
it invests, general partners or managing members or any person that would be deemed a beneficial owner of the securities of the
Company held by the Holder (in accordance with Rule 506(d) of the Securities Act) is subject to any Bad Actor Disqualification,
except as set forth in Rule 506(d)(2) or (d)(3) under the Securities Act, and (ii) upon exercise of such Holder right of
first refusal, such Holder (or any of the foregoing affiliates of such Holder) would beneficially own 20% or more of the Company’s
outstanding voting securities, calculated on the basis of voting power.


  



    	 	-23-	 



     


    

 


Section 5

Miscellaneous


 


5.1 Amendment. 
Except as expressly provided herein, neither this Agreement nor any term hereof may be amended, waived, discharged or terminated
other than by a written instrument referencing this Agreement and signed by the Company and the Holders holding a majority of
the Common Stock issued or issuable upon conversion of the Shares (excluding any of such shares that have been sold to the public
or pursuant to Rule 144), which Holders shall include without limitation the Holders holding a majority of the Common Stock issued
or issuable upon conversion of the Company’s Series F Preferred Stock if such amendment, waiver, discharge, or termination
would adversely affect the holders of the Company’s Series F Preferred Stock; provided, however, that any
investor purchasing shares of Series F Preferred Stock or acquiring securities exercisable for or convertible into shares of Series
F Preferred Stock after the date of this Agreement pursuant to the Purchase Agreement may become a party to this Agreement, by
executing a counterpart of this Agreement without any amendment of this Agreement pursuant to this paragraph or any consent or
approval of any other Holder; and provided, further, that if any amendment, waiver, discharge or termination operates
in a manner that treats any Holder materially different from other Holders, the consent of such Holder shall also be required
for such amendment, waiver, discharge or termination. Any such amendment, waiver, discharge or termination effected in accordance
with this paragraph shall be binding upon each Holder with rights under this Agreement; provided, further, that
Section 3.1(a), Section 3.3 and this proviso of Section 5.1 may not be amended, waived, discharged or terminated without the prior
written consent of Cisco. Each Holder acknowledges that by the operation of this paragraph, the holders of a majority of the Common
Stock issued or issuable upon conversion of the Preferred Stock (excluding any of such shares that have been sold to the public
or pursuant to Rule 144), which Holders shall include without limitation the Holders holding a majority of the Common Stock issued
or issuable upon conversion of the Company’s Series F Preferred Stock in the circumstances set forth above, will have the
right and power to diminish or eliminate all rights of such Investor under this Agreement.


 


5.2 Notices.
All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered
or certified mail, postage prepaid, sent by facsimile or electronic email or otherwise delivered by hand or by messenger
addressed:


 


(a) if
to an Investor, at the Investor’s address as shown in the Company’s records, as may be updated in accordance with
the provisions hereof;


 


(b) if
to the Company, one copy should be sent to 7800 Shoal Creek Blvd. Suite 230-S West, Austin, Texas 78757, Attn: Chief Executive
Officer, or at such other address as the Company shall have furnished to the Investors, with a copy to J. Casey McGlynn and Scott
K. Murano, Wilson Sonsini Goodrich & Rosati, P.C., 650 Page Mill Road, Palo Alto, California 94304; or


 


(c) if
to a Seller, one copy should be sent to the Seller’s address as shown or facsimile number or electronic email address in
the Company’s records, as may be updated in accordance with the provisions hereof.


 


Each
such notice or other communication shall for all purposes of this Agreement be treated as effective or having been given when
delivered if delivered personally, or, if sent by mail, at the earlier of its receipt or 72 hours after the same has been
deposited in a regularly maintained receptacle for the deposit of the United States mail, addressed and mailed as aforesaid or,
if sent by facsimile, upon confirmation of facsimile transfer or, if sent by electronic mail, upon confirmation of delivery when
directed to the electronic mail address in the Company’s records.


  



    	 	-24-	 



     


    

 


5.3 Governing
Law.  This Agreement shall be governed in all respects by the internal laws of the State of Delaware, without regard
to principles of conflicts of law.


 


5.4 Successors
and Assigns.  This Agreement, and any and all rights, duties and obligations hereunder, shall not be assigned, transferred,
delegated or sublicensed by any Investor without the prior written consent of the Company, other than to affiliated entities (including
affiliated venture capital funds and subsidiaries, affiliates and stockholders of corporations) or persons of such Investor. Any
attempt by an Investor without such permission to assign, transfer, delegate or sublicense any rights, duties or obligations,
other than to such affiliated entities or persons, that arise under this Agreement shall be void. Subject to the foregoing and
except as otherwise provided herein, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the
successors, assigns, heirs, executors and administrators of the parties hereto.


 


5.5 Entire
Agreement.  The Company and the Existing Investors holding a majority of the Common Stock issued or issuable upon conversion
of the Shares outstanding immediately prior to the date hereof (excluding any of such shares that have been sold to the public
or pursuant to Rule 144) hereby amend and restate the Prior Agreement with this Agreement pursuant to Section 4.1 of the Prior
Agreement. This Agreement and the exhibits hereto constitute the full and entire understanding and agreement between the parties
with regard to the subjects hereof and supersedes in its entirety the Prior Agreement, which is hereby terminated shall have no
further force and effect. No party shall be liable or bound to any other party in any manner with regard to the subjects hereof
or thereof by any warranties, representations or covenants except as specifically set forth herein.


 


5.6 Delays
or Omissions.  Except as expressly provided herein, no delay or omission to exercise any right, power or remedy accruing
to any party to this Agreement upon any breach or default of any other party under this Agreement shall impair any such right,
power or remedy of such non-defaulting party, nor shall it be construed to be a waiver of any such breach or default, or an acquiescence
therein, or of or in any similar breach or default thereafter occurring, nor shall any waiver of any single breach or default
be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval
of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of
any party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically
set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any party to this Agreement,
shall be cumulative and not alternative.


  



    	 	-25-	 



     


    

 


5.7 Severability. 
If any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or
void, portions of such provision, or such provision in its entirety, to the extent necessary, shall be severed from this Agreement,
and such court will replace such illegal, void or unenforceable provision of this Agreement with a valid and enforceable provision
that will achieve, to the extent possible, the same economic, business and other purposes of the illegal, void or unenforceable
provision. The balance of this Agreement shall be enforceable in accordance with its terms.


 


5.8 Titles
and Subtitles.  The titles and subtitles used in this Agreement are used for convenience only and are not to be considered
in construing or interpreting this Agreement. All references in this Agreement to sections, paragraphs and exhibits shall, unless
otherwise provided, refer to sections and paragraphs hereof and exhibits attached hereto.


 


5.9 Counterparts. 
This Agreement may be executed in any number of counterparts, each of which shall be enforceable against the parties that execute
such counterparts, and all of which together shall constitute one instrument.


 


5.10 Telecopy
Execution and Delivery.  A facsimile, telecopy or other reproduction of this Agreement may be executed by one or more
parties hereto and delivered by such party by facsimile or any similar electronic transmission device pursuant to which the signature
of or on behalf of such party can be seen. Such execution and delivery shall be considered valid, binding and effective for all
purposes. At the request of any party hereto, all parties hereto agree to execute and deliver an original of this Agreement as
well as any facsimile, telecopy or other reproduction hereof.


 


5.11 Further
Assurances.  Each party hereto agrees to execute and deliver, by the proper exercise of its corporate, limited liability
company, partnership or other powers, all such other and additional instruments and documents and do all such other acts and things
as may be necessary to more fully effectuate this Agreement.


 


5.12 Termination
Upon Change of Control.  Notwithstanding anything to the contrary herein, this Agreement (excluding any then-existing
obligations and Section 3.6 hereof, which shall survive the termination of this Agreement) shall terminate immediately
prior to and contingent upon a Change of Control, other than an Asset Sale.


 


5.13 Conflict. 
In the event of any conflict between the terms of this Agreement and the Company’s Certificate or its Bylaws, the terms
of the Company’s Certificate or its Bylaws, as the case may be, will control.


 


5.14 Attorneys’
Fees.  In the event that any suit or action is instituted to enforce any provisions in this Agreement, the prevailing
party in such dispute shall be entitled to recover from the losing party such reasonable fees and expenses of attorneys and accountants,
which shall include, without limitation, all fees, costs and expenses of appeals.


 


5.15 Aggregation
of Stock.  All securities held or acquired by affiliated entities (including affiliated venture capital funds)
or persons shall be aggregated together for purposes of determining the availability of any rights under this Agreement.


 


(Remainder
of Page Intentionally Left Blank)


  



    	 	-26-	 



     


    

 


IN
WITNESS WHEREOF, the parties hereto have executed this Amended and Restated Investor Rights Agreement effective as of the day
and year first above written.


  


	 	Phunware, Inc.,
	 	a Delaware corporation
	 	 
	 	By:	 /s/ Alan Knitowski
	 	 
	 	Name:  	Alan S. Knitowski
	 	 
	 	Title:	 Chief Executive Officer




  



      

     


    

 


IN WITNESS WHEREOF,
the parties hereto have executed this Amended and Restated Investor Rights Agreement effective as of the day and year first above
written.


 


	 	INVESTOR
	 	 	 
	 	By:	/s/ Douglas Y. Bech



	 	Print Signatory Name:	Douglas Y. Bech



 


	 	By:	/s/ Tom Rogers



	 	Print Signatory Name:	Tom Rogers



	 	Investor Name:	Star Vista Capital, LLC



	 	Title:	Managing Member



 


	 	By:	/s/ David Riepe



	 	Print Signatory Name:	David Riepe



 


	 	By:	/s/ Ken Shifrin



	 	Print Signatory Name:	Ken Shifrin



 


	 	By:	/s/ John Jonez and Kirsten Jonez



	 	Print Signatory Name:	John Jonez and Kirsten Jonez



 


	 	By:	/s/ Bruce Gellman



	 	Print Signatory Name:	Bruce Gellman



	 	Investor Name:	Gellman Family Trust



	 	Title:	Trustee


 




     

     


    

 


IN WITNESS WHEREOF,
the parties hereto have executed this Amended and Restated Investor Rights Agreement effective as of the day and year first above
written.


 


	 	INVESTOR
	 	 	 
	 	By:	/s/ Lisa M. Jones



	 	Print Signatory Name:	Lisa M. Jones



 


	 	By:	/s/ Joseph P. Peterson



	 	Print Signatory Name:	Joseph P. Peterson



 


	 	By:	/s/ Barrett Wood



	 	Print Signatory Name:	Barrett Wood



	 	Investor Name:	Woodgen LLC



	 	Title:	President



 


	 	By:	/s/ Christopher Allan Paschke



	 	Print Signatory Name:	Christopher Allan Paschke



 


	 	By:	/s/ Joseph Angelelli; /s/ Isabela Angelelli



	 	Print Signatory Name:	Joseph Angelelli / Isabela Angelelli



 


	 	Maxima Ventures II, Inc.
	 	 	 
	 	By:	/s/ Max Fang



	 	Print Signatory Name:	Max Fang



	 	Title:	General Manager




     

     


    

 


IN WITNESS WHEREOF,
the parties hereto have executed this Amended and Restated Investor Rights Agreement effective as of the day and year first above
written.


 


	 	INVESTOR
	 	 	 
	 	By:	/s/ Brett Greiner



	 	Print Signatory Name:	Brett Greiner



 




	 	World Wrestling Entertainment, Inc. 
	 	 
	 	By:	/s/ George A. Barrios





	 	Print Signatory Name:	George A. Barrios





	 	Title:	Chief Strategy and Financial Officer



 


	 	By:	/s/ Carl E. Walker





	 	Print Signatory Name:	Carl E. Walker



 


	 	By:	/s/ William Tigano



	 	Print Signatory Name:	William Tigano



 


	 	By:	/s/ Craig R. Petersen



	 	Print Signatory Name:	Craig R. Petersen



 


	 	By:	/s/ Paige Hruska



	 	Print Signatory Name:	Paige Hruska



 


	 	By:	/s/ Alfred L. Cohen; /s/ Aviva Cohen



	 	Print Signatory Name:	Alfred L. and Aviva Cohen


 




     

     


    

 


IN WITNESS WHEREOF,
the parties hereto have executed this Amended and Restated Investor Rights Agreement effective as of the day and year first above
written.


 


	 	INVESTOR
	 	 	 
	 	By:	/s/ Brian Knitowski



	 	Print Signatory Name:	Brian Knitowski



 


	 	By:	/s/ Mark H. Rose; /s/ Nancy H. Rose



	 	Print Signatory Name:	Mark H. Rose; Nancy H. Rose



 


	 	By:	/s/ Dennis V. Pham; /s/ Hanh H. Ha



	 	Print Signatory Name:	Dennis V. Pham; Hanh H. Ha



 


	 	By:	/s/ Edgar Hasbun



	 	Print Signatory Name:	Edgar Hasbun



 


	 	By:	/s/ James Whitney



	 	Print Signatory Name:	James Whitney



	 	Investor Name:	James Whitney Living Trust



	 	Title:	Trust



 


	 	By:	/s/ Xavier Cortada



	 	Print Signatory Name:	Xavier Cortada



 


	 	By:	/s/ Frank R. Jimenez



	 	Print Signatory Name:	Frank R. Jimenez


 




     

     


    

 


IN WITNESS WHEREOF,
the parties hereto have executed this Amended and Restated Investor Rights Agreement effective as of the day and year first above
written.


 


	 	INVESTOR
	 	 	 
	 	By:	/s/ Craig Dubois



	 	Print Signatory Name:	Craig Dubois



 


	 	By:	/s/ Sanjay Palta



	 	Print Signatory Name:	Sanjay Palta



	 	Investor Name:	305 Investments LLC



	 	Title:	Manager



 


	 	By:	/s/ Alan Cohen



	 	Print Signatory Name:	Alan Cohen



 


	 	By:	/s/ Craig Harding



	 	Print Signatory Name:	Craig Harding



 


	 	By:	/s/ Luke Krueger



	 	Print Signatory Name:	Luke Krueger



 


	 	By:	/s/ Kevin Doner



	 	Print Signatory Name:	Kevin Doner



 


	 	By:	/s/ Darwin Romero



	 	Print Signatory Name:	Darwin Romero


 




     

     


    

 


IN WITNESS WHEREOF,
the parties hereto have executed this Amended and Restated Investor Rights Agreement effective as of the day and year first above
written.


 


	 	INVESTOR
	 	 	 
	 	By:	/s/ Frank Leffingwell



	 	Print Signatory Name:	Frank Leffingwell



	 	Investor Name:	Applied Reasoning, LLC



	 	Title:	Vice President



 


	 	By:	/s/ Mark E. Watson III



	 	Print Signatory Name:	Mark E. Watson III



	 	Investor Name:	Aquila Capital Partners LLC



	 	Title:	General Manager



 


	 	By:	/s/ Robert M. Bozeman



	 	Print Signatory Name:	Robert M. Bozeman



	 	Investor Name:	Northern California Investment Fund



	 	Title:	General Partner



 


	 	FRASER MCCOMBS VENTURES LP
	 	 
	 	By: Fraser McCombs Capital Management, LLC
	 	 
	 	Its General Partner
	 	 	 
	 	By:	/s/ Chase Fraser
	 	Name:	Chase Fraser
	 	Title:	Manager


 




     

     


    

 


IN WITNESS WHEREOF,
the parties hereto have executed this Amended and Restated Investor Rights Agreement effective as of the day and year first above
written.


 


	 	INVESTOR
	 	 	 
	 	By:	/s/ Eric Manlunas



	 	Print Signatory Name:	Eric Manlunas



	 	Investor Name:	Wavemaker Partners III LP



	 	Title:	Managing Partner



 


	 	By:	/s/ Eric Manlunas



	 	Print Signatory Name:	Eric Manlunas



	 	Investor Name:	Wavemaker Partners LLC



	 	Title:	Managing Partner



 


	 	PDLT Capital Pte. Ltd.
	 	 
	 	By:	/s/ Anabelle L. Chua
	 	Name:	Anabelle L. Chua
	 	Title:	Co-managing Director
	 	 	 
	 	By:	/s/ Winston L. Damarillo
	 	Name:	Winston L. Damarillo
	 	Title:	Co-managing Director
	 	 	 
	 	By:	/s/ Mark M. Burton



	 	Print Signatory Name:	Mark M. Burton



	 	Investor Name:	Asher Capital Management, LLC



	 	Title:	Managing Partner


 




     

     


    

 


IN WITNESS WHEREOF,
the parties hereto have executed this Amended and Restated Investor Rights Agreement effective as of the day and year first above
written.


 


	 	INVESTOR
	 	 	 
	 	By:	/s/ Gunnar Teltow



	 	Print Signatory Name:	Gunnar Teltow



	 	Investor Name:	JD Equity LP



	 	Title:	Manager



 


	 	By:	/s/ Michael Knitowksi



	 	Print Signatory Name:	Michael Knitowksi



 


	 	By:	/s/ Kevin L. Castillo



	 	Print Signatory Name:	Kevin L. Castillo



	 	Investor Name:	Affinity Angel Investment Fund I LLC



	 	Title:	Fund Manager



 


	 	By:	/s/ Nicholas H. Stonnington



	 	Print Signatory Name:	Nicholas H. Stonnington



	 	Investor Name:	Stonnington Asset Allocation, LP



	 	Title:	Manager on behalf of the General Partner



 


	 	By:	/s/ Tushar Patel



	 	Print Signatory Name:	Tushar Patel



	 	Investor Name:	Humane Technologies



	 	Title:	President


 




     

     


    

IN WITNESS WHEREOF,
the parties hereto have executed this Amended and Restated Investor Rights Agreement effective as of the day and year first above
written.


 


	 	INVESTOR
	 	 	 
	 	SVIC No. 25 NEW TECHNOLOGY BUSINESS INVESTMENT L.L.P.
	 	 	 
	 	By:	Samsung Venture Investment Corporation



 


	 	Its: Partner
	 	 
	 	By:	/s/ Michael Pachos



	 	Print Signatory Name:	Michael Pachos



	 	Title:	Director



 


	 	TC-1 CULTURE FUND
	 	 
	 	By:	/s/ Max Fang
	 	Name:	Max Fang
	 	Title:	General Manager
	 	 	 
	 	EAGLE CHINA HOLDINGS LIMITED
	 	 
	 	By:	/s/ Max Fang
	 	Name:	Max Fang
	 	Title:	General Manager
	 	 	 
	 	MAXIMA VENTURE SERVICES  IV, INC.
	 	 
	 	By:	/s/ Max Fang
	 	Name:	Max Fang
	 	Title:	Director


 




     

     


    

 


IN WITNESS WHEREOF,
the parties hereto have executed this Amended and Restated Investor Rights Agreement effective as of the day and year first above
written.


 


	 	INVESTOR
	 	 	 
	 	MAXIMA VENTURE SERVICES II, INC.
	 	 
	 	By:	/s/ Max Fang
	 	Name:	Max Fang
	 	Title:	Director
	 	 	 
	 	By:	/s/ Gary E. Walker



	 	Print Signatory Name:	Gary E. Walker



	 	Investor Name:	Skywalker Holdings, LLC



	 	Title:	Manager
	 	 	 
	 	By:	/s/ Madeleine Rau



	 	Print Signatory Name:	Madeleine Rau



	 	Investor Name:	Sandusky Acquisition Corp. d/b/a Sandusky Ventures



	 	Title:	Fund Manager
	 	 	 
	 	By:	/s/ Clement Wong



	 	Print Signatory Name:	Clement Wong



	 	Investor Name:	Green Web Dev Pte Ltd



	 	Title:	Director


 




     

     


    

 


IN WITNESS WHEREOF,
the parties hereto have executed this Amended and Restated Investor Rights Agreement effective as of the day and year first above
written.


 


	 	INVESTOR
	 	 	 
	 	By:	/s/ Randall Crowder
	 	Name:	Randall Crowder



	 	Investor Name:	Nove PW I, LP



	 	Title:	Managing Partner
	 	 	 
	 	By:	/s/ David Siemer
	 	Name:	David Siemer





	 	Investor Name:	WS Ventures LLC



	 	Title:	Managing Member
	 	 	 
	 	By:	/s/ Dundeep Singh Rangar
	 	Name:	Dundeep Singh Rangar





	 	Investor Name:	Rangar Capital Limited





	 	Title:	CEO/ Director
	 	 	 
	 	By:	/s/ Stephen McCann
	 	Name:	Stephen McCann





	 	Investor Name:	Finegia International Inc.





	 	Title:	CFO



 



     

     


    

 


IN WITNESS WHEREOF,
the parties hereto have executed this Amended and Restated Investor Rights Agreement effective as of the day and year first above
written.


 


	 	INVESTOR
			 
	 	By:	/s/ Randall Kaplan
	 	Name:	Randall Kaplan





	 	Investor Name:	Randall Kaplan Living Trust



	 	Title:	Trustee
	 	 	 
	 	By:	/s/ Scott Kenyon



	 	Print Signatory Name:	Scott Kenyon



 


	 	By:	/s/ James C. Simpson II
	 	Name:	James C. Simpson II





	 	Investor Name:	Lorraine T. Simpson Living Trust



	 	Title:	Grantor
	 	 	 
	 	By:	/s/ Matthew Absolon
	 	Name:	Matthew Absolon



	 	Investor Name:	Absolon Holdings LLC



	 	Title:	CEO- Manager
	 	 	 
	 	By:	/s/ Darsh Singh
	 	Name:	Darsh Singh





	 	Investor Name:	Hazoor Digital Assets Fund, LP



	 	Title:	Member, Hazoor Partners, LLC


 



     

     


    

 


IN WITNESS WHEREOF,
the parties hereto have executed this Amended and Restated Investor Rights Agreement effective as of the day and year first above
written.


 


	 	INVESTOR
	 	 	 
	 	By:	/s/ Erik Thomas Bodor
	 	Name:	Erik Thomas Bodor



	 	Investor Name:	West Bercel Holdings LLC



	 	Title:	Member
	 	 	 
	 	By:	/s/ Alan Knitowski
	 	Name:	Alan Knitowski



	 	Investor Name:	Curo Capital Appreciation Fund I, LLC (Fund 2)



	 	Title:	President
	 	 	 
	 	By:	/s/ Alan Knitowski
	 	Name:	Alan Knitowski



	 	Investor Name:	Curo Capital Appreciation Fund I, LLC (Fund 1)



	 	Title:	President
	 	 	 
	 	By:	/s/ Alan Knitowski
	 	Name:	Alan Knitowski



	 	Investor Name:	Cane Capital, LLC



	 	Title:	President


 



     

     


    

 


IN WITNESS WHEREOF,
the parties hereto have executed this Amended and Restated Investor Rights Agreement effective as of the day and year first above
written.


 


	 	INVESTOR
	 	 	 
	 	By:	/s/ Alan Knitowski
	 	Name:	Alan Knitowski



	 	Investor Name:	Curo Capital Appreciation Fund I, LLC (#1)





	 	Title:	President
	 	 	 
	 	By:	/s/ Alan Knitowski
	 	Name:	Alan Knitowski



	 	Investor Name:	Alan Knitowski  Roth IRA


 


	 	By:	/s/ Maryann Knitowksi


 


	 	Print Signatory Name:	Maryann Knitowksi


 


	 	KMELEON INTERNATIONAL LIMITED
	 	(c/o Wavemaker Partners LLC)
	 	 	 
	 	By:	/s/ Jane A. Sehwani





	 	Its: 	Principal


 


	 	MOUNT RAYA INVESTMENTS LIMITED
	 	 	 
	 	By:	/s/ Tengku Dato Sri Azmil Zahruddin Bin Raja Abdul Aziz
	 	Title:	Director



 



     

     


    

 


IN WITNESS WHEREOF,
the parties hereto have executed this Amended and Restated Investor Rights Agreement effective as of the day and year first above
written.


 


	 	INVESTOR
	 	 	 
	 	WAVEMAKER PHUNWARE PARTNERS LP
	 	 	 
	 	By:	/s/ Eric Manlunas
	 	Name:	Eric Manlunas
	 	Title:	Managing Partner
	 	 	 
	 	By:	/s/ Lance Adams





	 	Print Signatory Name:	Lance Adams


 


	 	By:	/s/ Brilsford Flint





	 	Print Signatory Name:	Brilsford Flint


 


	 	By:	/s/ Susan Sheskey





	 	Print Signatory Name:	Susan Sheskey


 


	 	By:	/s/ Gary Fowler





	 	Print Signatory Name:	Gary Fowler


 


	 	By:	/s/ Philip Gale





	 	Print Signatory Name:	Philip Gale


 


	 	By:	/s/ J.A. Kenyon





	 	Print Signatory Name:	J.A. Kenyon



 



     

     


    

 


IN WITNESS WHEREOF,
the parties hereto have executed this Amended and Restated Investor Rights Agreement effective as of the day and year first above
written.


  


	 	INVESTOR
	 	 	 
	 	By:	/s/ Donna Hollingsworth; /s/ Robert Hollingsworth





	 	Print Signatory Name:	Donna & Robert Hollingsworth


 


	 	By:	/s/ John Orton





	 	Print Signatory Name:	John Orton


 


	 	By:	/s/ Jonathan Hook





	 	Print Signatory Name:	Jonathan Hook


 


		By:	/s/ Jorge Alberto Ruiz






	 	Print Signatory Name:	Jorge Alberto Ruiz



 


	 	By:	/s/ Matthew Jafarian





	 	Print Signatory Name:	Matthew Jafarian


 


	 	By:	/s/ Frederick Borestram





	 	Print Signatory Name:	Frederick Borestram


 


	 	By:	/s/ Paul Posoli





	 	Print Signatory Name:	Paul Posoli



 



     

     


    

 


IN WITNESS WHEREOF,
the parties hereto have executed this Amended and Restated Investor Rights Agreement effective as of the day and year first above
written.


 


	 	INVESTOR
	 	 	 
	 	By:	/s/ Rick Timmins
	 	Name:	Rick Timmins



	 	Investor Name:	Timmins Living Trust



	 	Title:	Trustee
	 	 	 
	 	By:	/s/ Chris Gale





	 	Print Signatory Name:	Chris Gale


 


	 	GIANCARLO MANIACI
	 	 	 
	 	By:	/s/ Alan S. Knitowski
	 	As proxyholder for Giancarlo Maniaci
	 	 	 
	 	By:	/s/ Eric M. Simone





	 	Print Signatory Name:	Eric M. Simone


 


	 	By:	/s/ Kris Bjornerud





	 	Print Signatory Name:	Kris Bjornerud


 


	 	By:	/s/ Scott Walker





	 	Print Signatory Name:	Scott Walker


 


	 	By:	/s/ John Christ





	 	Print Signatory Name:	John Christ



 



     

     


    

 


IN WITNESS WHEREOF,
the parties hereto have executed this Amended and Restated Investor Rights Agreement effective as of the day and year first above
written.


 


	 	INVESTOR
	 	 	 
	 	By:	/s/ M.P. Grahm





	 	Print Signatory Name:	M.P. Grahm


 


	 	By:	/s/ Roberto A. Sandoval Castro





	 	Print Signatory Name:	Roberto A. Sandoval Castro


 


	 	By:	/s/ Edward A. Wacks; /s/ Diane J. Wacks





	 	Print Signatory Name:	Edward A. Wacks & Diane J. Wacks


 


	 	By:	/s/ Paul Posoli





	 	Print Signatory Name:	Paul Posoli


 


	 	By:	/s/ Christopher A. Van Berkel





	 	Print Signatory Name:	Christopher A. Van Berkel


 


	 	By:	/s/ Emily Rampa





	 	Print Signatory Name:	Emily Rampa


 


	 	By:	/s/ Michael Rampa





	 	Print Signatory Name:	Michael Rampa


 


	 	By:	/s/ Rachel Rampa





	 	Print Signatory Name:	Rachel Rampa



 



     

     


    

 


IN WITNESS WHEREOF,
the parties hereto have executed this Amended and Restated Investor Rights Agreement effective as of the day and year first above
written.


 


	 	INVESTOR
	 	 	 
	 	By:	/s/ Palak Shah





	 	Print Signatory Name:	Palak Shah


 


	 	By:	/s/ Joseph F. Pisconski





	 	Print Signatory Name:	Joseph F. Pisconski


 


	 	By:	/s/ Mike Roumph





	 	Print Signatory Name:	Mike Roumph


 


	 	By:	/s/ Daniel P. Hsu





	 	Print Signatory Name:	Daniel P. Hsu


 


	 	By:	/s/ Paul Feldman





	 	Print Signatory Name:	Paul Feldman


 






     

     


    

 



EXHIBIT A


 


INVESTORS


  


	Mount
    Raya Investments Limited
	Giancarlo
    Maniaci
	Fraser
    McCombs Ventures LP
	Firsthand
    Venture Investors
	PLDT
    Capital Pte. Ltd.
	Maxima
    Ventures II, Inc.
	Christopher
    Gale
	Maxima
    Ventures Services II, Inc.
	Battery
    Ventures IX LP
	Cisco
    Systems, Inc.
	SVIC
    No. 25 New Technology Business Investment L.L.P.
	Matthew
    Lindenberger Trust
	Justin
    Barr
	TC-1
    CULTURE FUND
	Ricardo
    Elizondo Guajardo
	Siemer
    Ventures II LP
	Relay
    Ventures Fund I LP
	World
    Wrestling Entertainment, Inc.
	S3
    Venture Fund IV L.P.
	Virtue
    Fortune Limited
	Wild
    Basin Investments, LLC
	Applied
    Reasoning, LLC
	Stonnington
    Asset Allocation, L.P.
	Timmins
    Living Trust



 



     


     


    

 


	Humane
    Technologies, LLC
	Kmeleon
    International Limited
	Futura
    Ventures LLC
	The
    Cathy Fulton Trust
	Wavemaker
    Phunware Partners LP
	Harvey
    J. Frye
	Eagle
    China Holdings Limited
	Maxima
    Ventures Services IV, Inc.
	Douglas
    Y. Bech
	Paul
    Posoli
	Brilsford
    B. Flint
	John
    Kevin Medica
	Nove
    PW I LP
	George
    Fallica
	Narra
    Venture Capital II, L.P.
	Eric
    Chao-Han Ko
	Gene
    Marshall Betts Revocable Trust Dated 12-18-2001
	Wavemaker
    Partners III LP
	HQ
    Investors 3, LLC
	John
    W. Jonez and Kirsten L. Jonez
	Fredrik
    Borestrom
	Hans
    G. Erickson
	S3
    Venture Fund II L.P.
	Kim
    Teramoto Lum
	Cyrus
    Lum
	WOODGEN
    LLC
	Barry
    R. Mayer
	Lance
    Adams
	Dave
    Siemer



 



     


     


    

 


	Hazoor
    Digital Assets Fund, LP
	Nater
    Limited Partnership
	Joseph
    P Peterson
	RSH
    Ventures LLC
	West
    Beaumont Venture, LLC
	WS
    Investment Company, LLC (2009A)
	WS
    Investment Company, LLC (2009C)
	Minh
    Nguyen
	Kamlani
    Family Revocable Trust
	Relay
    Ventures Fund I Offshore LP
	Matthew
    Jafarian
	Icelty,
    LLC
	Gian
    M. Fulgoni
	Eric
    M. Simone
	Darlene
    Irons Trust I U/A/D6/12/10
	Rebecca
    DeGroot Irons Irrevocable Trust Dated 12/21/2012
	Akatiff,
    Jason
	Melendez
    Ruiz, Jorge Alberto
	James
    F. Whitney Living Trust
	David
    Riepe
	Siemer
    and Associates, LLC
	LOC,
    Ltd.
	Darwin
    Romero
	Victoria
    Ngoc Bick Pham
	Star
    Vista Capital, LLC
	Affinity
    Angel Investment Fund I, LLC
	Jonathan
    Hook
	The
    Gellman Family 2012 Trust
	Clement
    Wong



  



     


     


    

 


	Mike
    Roumph
	The
    Frye Daughters Trust of 2010
	Glynn
    & Karen Bloomquist
	Gordon
    Feller
	Ken
    Shifrin
	Alfred
    L. and Aviva Cohen
	Alan
    Cohen
	AG
    Photon LLC
	Edward
    W. Charrier
	Cal
    National Bank CUST FBO J. Casey McGlynn A/C#CMJ1500
	Ian
    John Ford
	Craig
    R. DuBois
	Sandusky
    Acquisition Corp. d/b/a Sandusky Ventures
	Dave
    Sikora
	Sweeney
    Family Investments, LLC
	MMM
    Defined Benefit Pension Plan
	Edgar
    Hasbun Lama
	Jerald
    Lawrence Peterson Trust
	W.S.
    Ventures L.L.C.
	WRW
    Investments
	Fineqia
    International Inc.
	Scott
    Kenyon
	Asher
    Capital Management LLC
	Dennis
    V. Pham & Hanh H. Ha
	Northern
    California Investment Fund LLC
	Eddy
    Fikse
	Blackberry
    Limited
	Aquila
    Capital Partners LLC
	SkyWalker
    Holdings, LLC



  



     


     


    

 


	CLS3
    Group LLC
	Frank
    R. Jimenez
	John
    and Terri Orton
	Michael
    Panster
	Luke
    Kruger
	Richard
    C. Moreschini
	Scott
    Walker
	Wavemaker
    ABS LP
	Edward
    A. Wacks & Diane J. Wacks, as tenants by the entirety
	Curo
    Capital Appreciation Fund I, LLC (Fund 2)
	Matula
    Family, LP - Class 1
	James
    P. Lamy
	J.
    Patrick Quigley
	Emilio
    Ghilardi
	Mark
    Hicks
	EMODL
    Partnership, Ltd.
	Brian
    R. Smith
	Salli
    E. Smith and Theo M. Smith
	Darren
    Watkins
	David
    Orman
	Jonathan
    Chase
	Maryann
    Knitowski
	Joseph
    Angelelli / Isabela Angelelli
	Mark
    H. Rose / Nancy H. Rose
	Lisa
    M Jones
	Harvey
    Seegers
	Gregory
    Franco
	Carl
    E. Walker Ginger L. Walker
	Milton
    W. Ellisor, Jr.



  



     


     


    

 


	Bozeman
    Family Trust
	Robert
    E. Hollingsworth Donna R. Hollingsworth
	Deborah
    Kobelan
	Joseph
    P & Lori E Peterson
	Jerald
    Peterson
	Paul
    M. Bedell
	Victoria
    NB Pham
	James
    A. Kenyon
	Christopher
    A. Van Berkel
	Prospect
    Hill Capital LLC
	Chris
    Wallis
	Brain
    Gain Network Limited
	Philip
    Gale
	Battery
    Investment Partners IX LLC
	Minh
    & Thanh Nguyen
	Robert
    Gonzalez
	Todd
    Drayer
	Brett
    Greiner
	Edward
    A. Wacks
	Xavier
    Cortada
	John
    Wages
	Edward
    and Eun Valdez
	WS
    Investment Company, LLC (2015A)
	Paul
    Feldman
	Michael
    Rampa
	John
    Christ
	Joseph
    F. Pisconski
	JAJ
    Royale, LLC
	M
    P Graham



  



     


     


    

 


	Rangar
    Capital Limited
	Lindsey
    Investments LLC
	Tyler
    Self
	Gary
    Walker
	C.
    Michael Brodie
	305
    Investments LLC
	Financial
    Management Services, Inc.
	The
    Stanley Family Trust
	George
    P Schaefer
	MHT
    Properties, Ltd.
	Craig
    W. Harding
	Person
    Real Estate, LTD
	Kerri
    Gerrie
	Theo
    & Salli Smith
	Aztec
    Soft Limited
	Deanna
    L. Serra
	Jeffrey
    R. Serra
	James
    C. Seegert
	L.
    Gage Chrysler, III
	Gary
    Fowler
	Vivian
    M Fischer
	David
    Jamail
	Arnold
    1997 Limited Partnership
	Edgar
    Hasbun
	Four
    Sure LP
	David
    S. Sweeney
	Chris
    Lowrimore
	Jovi
    Holdings, LLC
	Christopher
    Allan Paschke



  



     


     


    

 


	Marion
    & Cathy Walker Family Partnership LTC
	William
    Tigano
	Craig
    R. Petersen
	Brian
    Knitowski
	Emel
    Doner
	Mehmet
    Doner
	Palak
    S. Shah
	John
    Medica
	Andrew
    Tran
	Alan
    S. Knitowski Roth IRA
	Cane
    Capital, LLC
	Curo
    Capital Appreciation Fund I, LLC (#1)
	Curo
    Capital Appreciation Fund I, LLC (Fund 1)
	Daniel
    P Hsu
	Jason
    Powell, owner of non-trust custodial IRA w/AET
	Kaplan
    Family Trust For Issue
	Kris
    Bjornerud
	Emily
    Rampa
	Rachel
    L. Rampa
	Randall
    Kaplan Living Trust U/T/D 7/6/99
	MMM
    - Profit Sharing Plan
	Lorraine
    T. Simpson Living Trust
	Victoria
    Schutter Mark Schutter
	Sweeney
    Family Investments
	Absolon
    Holdings, LLC
	Sukesh
    Singh
	Newberg
    Road Partners, LLC
	Medica
	GN
    Ventures, Ltd.



 



     


     


    

 


	Susan
    Sheskey
	Stanley
    J. Knitowski Charlotte J. Knitowski
	Michael
    Knitowski
	Sandoval
    Castro, Roberto A.
	Peter
    Cameron Brown
	Gary
    Johnson
	Narra
    Associates II, Limited
	Randy
    Cherkas
	PFP
    Investments, Ltd.
	Scott
    Shillington
	3
    Lights Ltd.
	Edwin
    Alan Knitowski
	Rocky
    and Janet Mountain JTWROS
	Regency
    Riverside Holdings Ltd.
	RAM
    Funds Ltd.
	Mike
    Maples
	Tim
    McClure
	John
    Vaughn Brock
	Carl
    E. Walker
	David
    D. Foster
	Paige
    Hruska
	W.
    Scott O'Hare
	Newberg
    Road Partners, L.P.
	Ecewa
    Capital Group LLC
	Brava
    Investments, LP
	The
    Scott Helbing Heritage Trust
	William
    J. Amelio
	Richard
    Hunter
	The
    James D. Lafferty Family L.P.
	Buchsbaum
    Partners, Ltd.
	Lance
    Obermeyer
	Steven
    Price
	Robert
    Terence Klein
	DMC
    Ventures I LLC
	Roderick
    MacDonald
	La
    Patrona, Ltd.