Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

As previously reported, on February 18, 2022, certain stockholders filed a lawsuit against Phunware, Inc. (the "Company" or "Phunware") and certain of our prior and then existing individual officers and directors. The case, captioned Wild Basin Investments, LLC, et al. v. Phunware, Inc., et al., was filed in the Court of Chancery of the State of Delaware (Cause No. 2022-0168-LWW). Plaintiffs allege that they invested in Phunware through various early rounds of financing while the Company was private and that following completion of the business combination transactions resulting in Phunware becoming a public company, Plaintiffs received new shares of Phunware common stock and Phunware warrants that were, but should not have been, subjected to a 180-day "lock up" period. Plaintiffs also allege that Phunware's stock price dropped significantly during the lock up period and seek damages, costs and professional fees.

On or about October 24, 2024, Plaintiffs, Phunware and individual director and officer defendants entered into a Confidential Settlement Agreement, and on about October 28, 2024, Plaintiffs, Phunware, the individual director and officer defendants and Phunware's insurers entered into a Settlement Agreement and Mutual Release (collectively, the "Settlement Agreements"). The Settlement Agreements collectively provide for, among other things, the settlement and release of the Plaintiffs' claims against the individual director and officer defendants, certain agreements between the Plaintiffs and Phunware, including the Plaintiffs' agreement to stay collection of any judgment obtained by the Plaintiffs against Phunware until the settlement or conclusion of the Company's arbitration proceeding with respect to it's legal proceedings with Wilson Sonsini Goodrich and Rosati, PC ("WSGR"). Further, the Settlement Agreements provide for a payment of $2.8 million from the Company's insurance carriers to the Plaintiffs, the payment of $0.2 million of insurance proceeds to Phunware and the release of the insurance carriers' subrogation claims against Phunware recoveries from WSGR or its insurers in the WSGR arbitration proceeding. The Plaintiffs' claims against Phunware in the Wild Basin Litigation remain in effect and the case remains scheduled for bench trial in March 2025.

We intend to vigorously defend Phunware against the remaining claims in this lawsuit and any appeals. We have not recorded a liability related to this matter because any potential loss is not currently probable or possible to reasonably estimate. Additionally, we cannot presently estimate the range of loss, if any, that may result from this lawsuit.

The foregoing summary of the Settlement Agreements does not purport to be complete and is qualified by reference to the full text of the Settlement Agreements, which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K.