Attached files

file filename
EX-99.2 - FORM OF COMPENSATION COMMITTEE CHARTER - Phunware, Inc.fs12016a1ex99ii_stellar.htm
EX-99.1 - FORM OF AUDIT COMMITTEE CHARTER - Phunware, Inc.fs12016a1ex99i_stellar.htm
EX-23.1 - CONSENT OF WITHUMSMITH+BROWN, PC - Phunware, Inc.fs12016a1ex23i_stellar.htm
EX-14 - FORM OF CODE OF ETHICS - Phunware, Inc.fs12016a1ex14_stellar.htm
EX-10.6 - FORM OF REGISTRATION RIGHTS AGREEMENT BETWEEN THE REGISTRANT AND CERTAIN SECURITY HOLDERS - Phunware, Inc.fs12016a1ex10vi_stellar.htm
EX-10.5 - FORM OF ADMINISTRATIVE SERVICES AGREEMENT, BY AND BETWEEN THE REGISTRANT AND NAUTILUS ENERGY MANAGEMENT CORP - Phunware, Inc.fs12016a1ex10v_stellar.htm
EX-10.4 - FORM OF LETTER AGREEMENT AMONG THE REGISTRANT AND OUR OFFICERS, DIRECTORS AND SECURITY HOLDERS - Phunware, Inc.fs12016a1ex10iv_stellar.htm
EX-4.4 - FORM OF WARRANT AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND THE REGISTRANT - Phunware, Inc.fs12016a1ex4iv_stellar.htm
EX-4.3 - SPECIMEN WARRANT CERTIFICATE - Phunware, Inc.fs12016a1ex4iii_stellar.htm
EX-4.2 - SPECIMEN COMMON STOCK CERTIFICATE - Phunware, Inc.fs12016a1ex4ii_stellar.htm
EX-4.1 - SPECIMEN UNIT CERTIFICATE - Phunware, Inc.fs12016a1ex4i_stellar.htm
EX-3.3 - FORM OF AMENDED AND RESTATED ARTICLES OF INCORPORATION - Phunware, Inc.fs12016a1ex3iii_stellar.htm
S-1/A - AMENDMENT TO FORM S-1 - Phunware, Inc.fs12016a1_stellaracqiii.htm

Exhibit 10.10

 

Stellar Acquisition III Inc.
90 Kifi ssias Avenue

Maroussi 15125

Athens, Greece

 

[_____], 2016

 

Nautilus Energy Management Corp.

90 Kifi ssias Avenue

Maroussi 15125

Athens, Greece

 

  Re: Administrative Services Agreement

 

Gentlemen:

 

This letter will confirm our agreement that, commencing on the date the securities of Stellar Acquisition III Inc. (the “Company”) are first listed on the Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Nautilus Energy Management Corp. (“Nautilus”), an affiliate of certain of our executive officers, shall make available to the Company, at 90 Kifissias Avenue, Maroussi 15125, Athens, Greece (or any successor location), certain office space, utilities, and general office, receptionist and secretarial support as may be reasonably required by the Company.  In exchange therefor, the Company shall pay Nautilus the sum of $10,000 per month on the Listing Date and continuing monthly thereafter and will be entitled to be reimbursed for any out-of-pocket expenses until the Termination Date.

 

Nautilus hereby irrevocably waives any and all right, title, interest, causes of action and claims of any kind (each, a “Claim”) in or to, and any and all right to seek payment of any amounts due to it out of, the trust account established for the benefit of the public shareholders of the Company and into which substantially all of the proceeds of the Company’s initial public offering will be deposited (the “Trust Account”), and hereby irrevocably waives any Claim it may have in the future as a result of, or arising out of, this agreement, which Claim would reduce, encumber or otherwise adversely affect the Trust Account or any monies or other assets in the Trust Account, and further agrees not to seek recourse, reimbursement, payment or satisfaction of any Claim against the Trust Account or any monies or other assets in the Trust Account for any reason whatsoever.

 

This letter agreement constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby.

 

 
 

 

This letter agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by all parties hereto.

 

No party hereto may assign either this letter agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee.

 

This letter agreement, the entire relationship of the parties hereto, and any litigation between the parties (whether grounded in contract, tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of New York, without giving effect to its choice of laws principles.

 

[Signature page follows]

 

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  Very truly yours,
     
  STELLAR ACQUISITION III INC.
     
  By:  
    Name: Prokopios (Akis) Tsirigakis
    Title:   Chief Executive Officer

 

AGREED TO AND ACCEPTED BY:

 

NAUTILUS ENERGY MANAGEMENT CORP.

 

By:      
  Name: George Syllantavos    
  Title:   [                  ]    

 

[Signature Page to Administrative Services Agreement]

 

 

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