WARRANT TO PURCHASE SHARES OF SERIES F PREFERRED STOCK AND PHUNCOINSStellar Acquisition III Inc. • October 2nd, 2018 • 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
PHUNCOIN, INC. TOKEN RIGHTS AGREEMENTToken Rights Agreement • October 2nd, 2018 • Stellar Acquisition III Inc. • Services-computer processing & data preparation
THIS SECURITIES INSTRUMENT AND ANY SECURITIES ISSUABLE PURSUANT HERETO HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM.
