Termination of Material Agreement Form 8 K

Item 1.02 Termination of a Material Definitive Agreement.

On October 24, 2024, Phunware, Inc. (the "Company") delivered notice to Lincoln Park Capital Fund, LLC ("Lincoln Park") terminating the Purchase Agreement, dated August 22, 2023 (the "Purchase Agreement"), with Lincoln Park effective October 25, 2024 (the "Termination Date"). The Purchase Agreement provided that, upon the terms and subject to the conditions and limitations set forth therein, the Company had the right to sell to Lincoln Park up to $30 million of shares of the Company's common stock, par value $0.0001 per share ("Common Stock"), from time to time over the 24-month term of the Purchase Agreement. The Purchase Agreement provided the Company could terminate the Purchase Agreement for any reason or for no reason with one business day notice to Lincoln Park. Certain provisions in the Purchase Agreement survive termination, as more fully described in the Purchase Agreement. From August 22, 2023 through the Termination Date, the Company sold 164,106 shares of Common Stock under the Purchase Agreement, which is inclusive of 27,211 shares of Common Stock issued to Lincoln Park as consideration for entering into the Purchase Agreement. The Company generated proceeds of approximately $978,000 from the sales of Common Stock to Lincoln Park.

The description above of the Purchase Agreement contained in this Current Report on Form 8-K does not purport to be complete and is qualified in its entirety by reference to the copy of the Purchase Agreement filed as Exhibit 10.1 to the Current Report on Form 8-K on August 23, 2023.