Phunware, Inc. Sample Contracts
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 9th, 2024 • Phunware, Inc. • Services-computer processing & data preparation • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 7, 2024, between Phunware, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
Standard Contracts
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 2nd, 2019 • Phunware, Inc. • Services-computer processing & data preparation
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 26, 2018, between Phunware Inc., a Delaware corporation (“Phunware,” as the successor entity to Stellar Acquisition III Inc., a Republic of Marshall Islands corporation (“Stellar”), following the Conversion (as hereinafter defined) of Stellar into a Delaware corporation (Phunware Inc.) in accordance with the applicable provisions of The Republic of the Marshall Islands Associations Law, as amended, and the applicable provisions of the Delaware General Corporation Law and in connection with the Merger (as hereinafter defined), the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of August 18, 2016Warrant Agreement • August 24th, 2016 • Stellar Acquisition III Inc. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of August 18, 2016, is by and between Stellar Acquisition III Inc., a Marshall Islands corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
6,500,000 Units Stellar Acquisition III Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • August 24th, 2016 • Stellar Acquisition III Inc. • Blank checks • New York
The undersigned, Stellar Acquisition III Inc., a Marshall Islands company (“Company”), hereby confirms its agreement with Maxim Group LLC (hereinafter referred to as “you”, “Maxim”, or as the “Representative”) and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 23rd, 2024 • Phunware, Inc. • Services-computer processing & data preparation • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 18, 2024, between Phunware, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 24th, 2016 • Stellar Acquisition III Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 18, 2016, is made and entered into by and among Stellar Acquisition III Inc., a Marshall Islands corporation (the “Company”), Astra Maritime Corp., Dominium Investments Inc., Magellan Investments Corp. and Firmus Investments Inc. (the “Sponsors”), and the undersigned parties listed under Holders on the signature page hereto (each such party, together with the Sponsors and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
PHUNWARE, INC. PRE-FUNDED COMMON STOCK PURCHASE WARRANTPre-Funded Common Stock Purchase Warrant • January 23rd, 2024 • Phunware, Inc. • Services-computer processing & data preparation • New York
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Phunware, Inc. a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
EXECUTION COPY SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of July 14, 2020, is by and among Phunware, Inc., a Delaware corporation with offices located at 7800 Shoal Creek Blvd, Suite 230-S, Austin,...Securities Purchase Agreement • July 16th, 2020 • Phunware, Inc. • Services-computer processing & data preparation • New York
INDEMNITY AGREEMENTIndemnification Agreement • August 2nd, 2016 • Stellar Acquisition III Inc. • Blank checks • Marshall Islands
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of _________, 2016, by and between STELLAR ACQUISITION III INC., a corporation incorporated under the laws of the Republic of the Marshall Islands (the “Company”), and ___________ (“Indemnitee”).
EXECUTION COPY REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July __, 2020, is by and among Phunware, Inc., a Delaware corporation with offices located at 7800 Shoal Creek Blvd, Suite 230-S, Austin,...Registration Rights Agreement • July 16th, 2020 • Phunware, Inc. • Services-computer processing & data preparation • New York
PHUNWARE, INC. Common Stock (par value $0.0001 per share) At Market Issuance Sales AgreementAt Market Issuance Sales Agreement • February 1st, 2022 • Phunware, Inc. • Services-computer processing & data preparation • New York
Phunware, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Agent”) as follows:
PURCHASE AGREEMENTPurchase Agreement • August 23rd, 2023 • Phunware, Inc. • Services-computer processing & data preparation • New York
PURCHASE AGREEMENT (the “Agreement”), dated as of August 22, 2023, by and between PHUNWARE, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).
PHUNWARE, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • November 6th, 2018 • Stellar Acquisition III Inc. • Services-computer processing & data preparation • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of , and is between Phunware, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
11,111,111 Shares1 Phunware, Inc. Common Stock, $0.0001 par value per share UNDERWRITING AGREEMENTUnderwriting Agreement • February 16th, 2021 • Phunware, Inc. • Services-computer processing & data preparation • New York
Phunware, Inc., a Delaware corporation (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 11,111,111 shares (the “Firm Shares”) of Common Stock, $0.0001 par value per share (the “Common Stock”), of the Company. The Firm Shares consist of authorized but unissued shares of Common Stock to be issued and sold by the Company. The Company also has granted to the Underwriters an option to purchase up to 1,666,666 additional shares of Common Stock on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Purchase Agreement are herein collectively called the “Securities”. Notwithstanding anything to the contrary herein, the number of shares of the Securities shall not exceed 19.9% of the issued and outstanding securities prior to the offering.
WARRANT TO PURCHASE SHARES OF SERIES F PREFERRED STOCK AND PHUNCOINSWarrant Agreement • October 2nd, 2018 • Stellar Acquisition III Inc. • Services-computer processing & data preparation • California
THIS CERTIFIES THAT, for value received, «Stockholder», or its registered assigns (the “Holder”), is entitled, subject to the provisions and upon the terms and conditions set forth herein, to both (i) purchase shares of the Company’s Series F Preferred Stock, $0.001 par value per share (the “Shares”), and (ii) receive units of PhunCoins (as defined below) of Phunware, Inc., a Delaware corporation (the “Company”), in the amounts, at such times and at the price per share set forth in Section 1. The term “Warrant” as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein. This Warrant is issued in connection with the transactions described in the Series F Preferred Stock Purchase Agreement, dated as of December 18, 2015, as amended October 25, 2016, by and among the Company and the purchasers described therein (the “Purchase Agreement”). This Warrant is one of a series of warrants relating to both (i) the purchase of share
UNIT PURCHASE OPTION FOR THE PURCHASE OF 130,000 UNITS OFPurchase Option Agreement • August 15th, 2016 • Stellar Acquisition III Inc. • Blank checks • New York
Note Purchase AgreementNote Purchase Agreement • July 8th, 2022 • Phunware, Inc. • Services-computer processing & data preparation • Utah
This Note Purchase Agreement (this “Agreement”), dated as of July 6, 2022, is entered into by and between Phunware, Inc., a Delaware corporation (“Company”), and Streeterville Capital, LLC, a Utah limited liability company, its successors and/or assigns (“Investor”).
AGREEMENT AND PLAN OF MERGER by and amongMerger Agreement • February 28th, 2018 • Stellar Acquisition III Inc. • Blank checks • New York
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of February 27, 2018 by and among (i) Stellar Acquisition III Inc., a Republic of Marshall Islands corporation (together with its successors, including the Successor (as defined below) after the Conversion (as defined below), the “Purchaser”), (ii) STLR Merger Subsidiary Inc., a Delaware corporation and a wholly-owned subsidiary of the Purchaser (“Merger Sub”), and (iii) Phunware, Inc., a Delaware corporation (the “Company”). The Purchaser, Merger Sub, and the Company are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.
PHUNWARE, INC. Common Stock (par value $0.0001 per share) At-The-Market Issuance Sales AgreementAt-the-Market Issuance Sales Agreement • August 14th, 2020 • Phunware, Inc. • Services-computer processing & data preparation • New York
Phunware, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Ascendiant Capital Markets, LLC (“Ascendiant”), as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 23rd, 2023 • Phunware, Inc. • Services-computer processing & data preparation • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 21, 2023, by and between PHUNWARE, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Investor”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
Stellar Acquisition III Inc. Maroussi 15125 Athens, GreeceSecurities Subscription Agreement • February 12th, 2016 • Stellar Acquisition III Inc. • Blank checks • Marshall Islands
We are pleased to accept the offer Mr. Tsirigakis and Mr. Syllanatvos (each a “Subscriber” and collectively the “Subscribers” or “you”) have made to purchase an aggregate of 2,300,000 shares of common stock (the “Shares”), $.0001 par value per share (the “Common Stock”), up to an aggregate of 300,000 of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of Stellar Acquisition III Inc., a Republic of Marshall Islands corporation (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The parties acknowledge that the Subscribers originally subscribed to purchase an aggregate of 500 shares of Common Stock in December of 2015, but as of the date of this agreement (this “Agreement”), the payment for those shares of Common Stock was not made. In addition, the parties acknowledge that the Company effectuated a forward stock split of 4,600 shares of Common Stock for each one outstanding
PHUNWARE, INC. STOCK OPTION AGREEMENTStock Option Agreement • April 29th, 2019 • Phunware, Inc. • Services-computer processing & data preparation • Texas
Unless otherwise defined herein, the terms defined in the Phunware, Inc. 2018 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Stock Option Agreement, which includes the Notice of Stock Option Grant (the “Notice of Grant”), the Terms and Conditions of Stock Option Grant attached hereto as Exhibit A, the Exercise Notice attached hereto as Exhibit B, and all other exhibits and appendices attached hereto (all together, the “Option Agreement”).
SECOND AMENDED AND RESTATED INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 24th, 2018 • Stellar Acquisition III Inc. • Services-computer processing & data preparation • New York
This Second Amended and Restated Investment Management Trust Agreement (this “Agreement”) is made effective as of August 23, 2018 by and between Stellar Acquisition III Inc., a Marshall Islands corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
FORM OF VOTING AGREEMENTVoting Agreement • February 28th, 2018 • Stellar Acquisition III Inc. • Blank checks • New York
This Voting Agreement (this “Agreement”) is made as of ___, 2018 by and among (i) Stellar Acquisition III Inc., a Republic of Marshall Islands corporation (together with its successors, including the Successor after the Conversion (as such terms are defined in the Merger Agreement, defined below), the “Purchaser”), (ii) Phunware, Inc., a Delaware corporation (the “Company”), and (iii) the undersigned stockholder (“Holder”) of the Company. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.
PHUNWARE, INC. AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2023 • Phunware, Inc. • Services-computer processing & data preparation • Texas
This Amended and Restated Employment Agreement (the “Agreement”) is entered into effective as of April 18, 2022 (the “Effective Date”), by and between Phunware, Inc. (the “Company”), and Matt Lull (“Executive”).
DocuSign Envelope ID: F32E88BC-4608-425B-A72B-F97928691E01 STANDARD OFFICE LEASE BY AND BETWEEN BRE CA OFFICE OWNER LLC, a Delaware limited liability company, AS LANDLORD, AND PHUNWARE, INC., a Delaware corporation, AS TENANT SUITE 150 16845 Von...Standard Office Lease • August 13th, 2019 • Phunware, Inc. • Services-computer processing & data preparation • California
PHUNWARE, INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • April 29th, 2019 • Phunware, Inc. • Services-computer processing & data preparation • Texas
Unless otherwise defined herein, the terms defined in the Phunware, Inc. 2018 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Award Agreement including the Notice of Grant of Restricted Stock Units (the “Notice of Grant”), the Terms and Conditions of Restricted Stock Unit Grant, and the appendices and exhibits attached thereto (all together, the “Award Agreement”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • February 9th, 2024 • Phunware, Inc. • Services-computer processing & data preparation • New York
FORM OF SPONSOR LOCK-UP AGREEMENTLock-Up Agreement • February 28th, 2018 • Stellar Acquisition III Inc. • Blank checks • New York
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of ___, 2018 by and between (i) Stellar Acquisition III Inc., a Republic of Marshall Islands corporation, which will be known after the consummation of the transactions contemplated by the Merger Agreement (as defined below) as “Phunware, Inc.” (including any successor entity thereto, including the Successor after the Conversion (as such terms are defined in the Merger Agreement), the “Purchaser”), and (ii) the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.
PHUNWARE, INC. AMENDED AND RESTATED EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • November 1st, 2024 • Phunware, Inc. • Services-computer processing & data preparation • New York
Reference is made to the Equity Distribution Agreement, dated as of June 4, 2024 (the “Original Agreement”), by and among Phunware, Inc., a Delaware corporation (the “Company”) and Canaccord Genuity LLC (“Canaccord”), as representative of the several sales agents identified on Schedule 1 hereto (the “Agents”), pursuant to which the Company proposed to issue and sell through the Agents, from time to time during the term of the Original Agreement, on the terms and subject to the conditions set forth in the Original Agreement, shares of the Company’s common stock, $0.0001 par value per share. The Company and the Agents wish to amend and restate the Original Agreement in its entirety as provided herein.
Stellar Acquisition III Inc. Maroussi 15125 Athens, GreeceUnderwriting Agreement • July 28th, 2016 • Stellar Acquisition III Inc. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) proposed to be entered into by and between Stellar Acquisition III Inc., a Marshall Islands corporation (the “Company”), and Maxim Group LLC, as representative of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 8,000,000 of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant (each, a “Warrant”). Each Warrant entitles the holder thereof to purchase one share of the Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commission”) and the C
Stellar Acquisition III Inc. Maroussi 15125 Athens, GreeceUnderwriting Agreement • August 24th, 2016 • Stellar Acquisition III Inc. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) proposed to be entered into by and between Stellar Acquisition III Inc., a Marshall Islands corporation (the “Company”), and Maxim Group LLC, as representative of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 6,500,000 of the Company’s units (the “Units”), each Unit comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant (each, a “Warrant”). Each Warrant entitles the holder thereof to purchase one share of the Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commission”) and
CONFIDENTIAL EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • October 26th, 2023 • Phunware, Inc. • Services-computer processing & data preparation • Texas
This CONFIDENTIAL EXECUTIVE EMPLOYMENT AGREEMENT dated as of October 25, 2023 (this “Agreement”) is entered into by and between Mike Snavely (“Executive”) and Phunware, Inc., a Delaware corporation (the “Company”). Executive and the Company are referred to herein individually as a “Party” and, collectively, as the “Parties.”
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • January 23rd, 2024 • Phunware, Inc. • Services-computer processing & data preparation • New York
CRYPTOCURRENCY PAYMENT AGREEMENTCryptocurrency Payment Agreement • November 21st, 2019 • Phunware, Inc. • Services-computer processing & data preparation
THIS CRYPTOCURRENCY PAYMENT AGREEMENT (the “Agreement”) is made as of ________ __, 2019 (the “Effective Date”), by and among Phunware, Inc., a Delaware corporation (the “Company”), and the persons named on Schedule I attached hereto (the “Schedule”) (each, a “Named Lender,” and collectively, the “Named Lenders”). Capitalized terms not otherwise defined in this Agreement shall have the meanings ascribed to them in that certain Note Purchase Agreement by and among the Company, the Named Lenders, and the other Lenders identified therein, dated as of November 15, 2019 (the “Note Purchase Agreement”).
