Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

On November 1, 2024, Phunware, Inc. (the "Company") entered into an Amended and Restated Equity Distribution Agreement (the "A&R Distribution Agreement") with Canaccord Genuity LLC ("Canaccord"), as representative of the several agents named on Schedule 1 thereto (collectively, and together with Canaccord, the "Agents"), which amends and restates that certain Equity Distribution Agreement by and between the Company and Canaccord dated June 4, 2024 (the "Original Distribution Agreement"). Pursuant to the A&R Distribution Agreement, the Company may offer and sell, from time to time, shares of the Company's common stock, par value $0.0001 per share, through the Agents, as sales agents for the shares, for aggregate gross proceeds of up to $171,520,779 (the "Shares"), inclusive of all Shares sold under the Original Distribution Agreement (the "Offering").

Sales of Shares in the Offering under the A&R Distribution Agreement will be made under the Company's shelf registration statement on Form S-3 (File No. 333-262461), a related prospectus, and a prospectus supplement, as amended by an Amendment No. 1 to the Prospectus Supplement (the "Registration Statement"), filed with the Securities and Exchange Commission (the "Commission").

Upon delivery of a placement notice, and subject to the terms and conditions of the A&R Distribution Agreement, the Agents may sell the Shares by methods deemed to be an "at the market offering" as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended. The Company may sell the Shares in amounts and at times to be determined by the Company from time to time subject to the terms and conditions of the A&R Distribution Agreement, but it has no obligation to sell any of the Shares in the Offering.

The Company or the Agents may suspend or terminate the Offering upon notice to the other party and subject to other conditions. The Agents will act as sales agent on a commercially reasonable efforts basis consistent with their normal trading and sales practices.

The Company will pay the Agents a commission of up to 3.0% of the gross proceeds from each sale through the Agents pursuant to the A&R Distribution Agreement. The Company has also agreed to provide the Agents with customary indemnification and contribution rights and to reimburse the Agents for certain specified expenses.

The Offering of Shares pursuant to the A&R Distribution Agreement will terminate upon the earlier of (i) the sale of all shares of common stock subject to the A&R Distribution Agreement and (ii) the termination of the A&R Distribution Agreement as permitted therein. The Company and the Agents may each terminate the A&R Distribution Agreement at any time upon five days' prior written notice.

The foregoing summary of the A&R Distribution Agreement does not purport to be complete and is qualified by reference to the full text of the A&R Distribution Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K.

Winstead PC, counsel to the Company, has issued a legal opinion relating to the Shares. A copy of such legal opinion, including the consent included therein, is attached as Exhibit 5.1 to this Current Report on Form 8-K.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any shares under the A&R Distribution Agreement, nor shall there be any sale of such shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

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