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Item 9A. Controls and Procedures

2024-03-15 compared with 2023-03-31 · 374 added, 413 removed, 385 unchanged (67% of the section changed)

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Under the supervision and with the participation of our management, including our Certifying Officers, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2023, based on the criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission for newly public companies (COSO).

Based on this evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2022.

Based on this evaluation and the material weaknesses described below, our management concluded that our internal control over financial reporting was not effective as of December 31, 2023.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

Management identified a material weakness in internal control over financial reporting related to the design of information technology general controls ("ITGCs") related to user access, program change and appropriate segregation of duties for certain IT applications.

Further, as a result of cost cutting measures and headcount turnover in our accounting function, business process controls across the Company's financial reporting processes were not effectively designed and implemented due to a lack of segregation of duties between preparer and reviewer.

Management will seek to update current processes and/or provide sufficient resources toward the proper mitigation of these material control weaknesses.

Management is committed to continuous improvement of our internal control over financial reporting and will continue to diligently review our financial reporting controls and procedures.

However, we cannot provide any assurance that these remediation efforts will be successful or that our internal control over financial reporting will be effective as a result of these efforts.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting identified in conjunction with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Except as set forth above, there were no changes in our internal control over financial reporting identified in conjunction with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitation on the Effectiveness of Controls

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A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.

Further, the design of a

control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

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Executive Officers

Russell Buyse 58 Chief Executive Officer and Class III Director

Matt Aune 47 Chief Financial Officer

Randall Crowder 42 Chief Operating Officer

Matt Lull 53 Chief Cryptocurrency Officer

Michael Snavely 55 Chief Executive Officer and Class III Director

Troy Reisner 56 Chief Financial Officer

Chris Olive 54 Chief Legal Officer

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Stephen Chen (1)(2)(3)

40 Class I Director

Ryan Costello (2)

46 Class II Director, Chairperson

Eric Manlunas (1)(3)

54 Class I Director

Kathy Tan Mayor (2)(3)

46 Class II Director

41 Class I Director, Chairperson

Rahul Mewawalla (1)(2)(3)

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Member of the Nominating and Corporate Governance Committee

Elliot Han, age 47, was appointed as a Class II non-employee director on January 21, 2024.

Executive Officers and Significant Employees

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The following biographical descriptions set forth certain information with respect to our executive officers based on information furnished to us by each such officer.

Russell Buyse joined Phunware as its Chief Executive Officer in December 2022 and serves as a Class III director.

Buyse was previously employed as the Chief Operating Officer of GlobaliD, a company focused on building a future where people control every aspect of their digital identity.

From December 2019 to December 2020, he served as Client Services and Chief Operating Officer of Praxent where he led the client services, project management, design and engineering teams.

From 2012 to 2019, Mr.

Buyse was vice president of engineering and chief operating officer of Mutual Mobile, in which he led the engineering, design and project management teams in Austin and India.

Prior to that, Mr.

Buyse, has served in multiple leadership roles in product and engineering across multiple verticals.

Buyse holds a Bachelor’s degree in Computer Science from the University of Texas at Austin and a Certificate from the Institute for Managerial Leadership of the University of Texas at Austin.

We believe Mr.

Buyse is qualified to serve as a member of our Board because digital expertise and his comprehensive background in information technology.

Buyse has been a member of our Board since November 2022.

Matt Aune has served as Phunware’s Chief Financial Officer since August 2013.

Aune previously served as the Company's Director of Finance and Accounting from August 2011 to August 2013.

Michael Snavely joined Phunware as its Chief Revenue officer in September 2023 and was appointed as Chief Executive Officer effective October 25, 2023.

Snavely was also appointed to serve as a Class III director effective October 26, 2023 to fill the vacancy left when Russell Buyse resigned as Chief Executive Officer on October 25, 2023 and Class III director on October 26, 2023.

Prior to joining Phunware, Mr.

Aune was employed by Sony Computer Entertainment America as Senior Business Finance and Operations Analyst from July 2010 to August 2011.

From 2003 to 2009, Mr.

Aune served in a variety of roles at Midway Games, a video game developer and publisher, with his final role as the Senior Manager of Financial Planning and Analysis for Worldwide Product Development.

Aune holds a B.A.

in Economics from the University of California, San Diego and an M.B.A.

from San Diego State University.

Randall Crowder has served as Phunware’s Chief Operating Officer since February 2018, and on our Board between December 2018 and September 2022.

In September 2017, he founded and continues to serve as the Managing Partner of Nove Ventures, a venture capital firm, which focuses on investing in established companies like Phunware that are seeking to leverage blockchain technology to complement their core business model.

Since August 2009, Mr.

Crowder has also been a co-founder and Managing Partner at TEXO Ventures, which focuses primarily on tech-enabled health services.

Crowder holds a B.S.

in General Management from the United States Military Academy at West Point and an M.B.A.

from the McCombs School of Business at the University of Texas at Austin.

Matt Lull who serves as Phunware's Chief Cryptocurrency Officer has spent 30 years in technology and finance leadership roles, across a wide variety of Fortune 500 companies.

Prior to joining Phunware in April 2022, he spent over 17 years, from September 2004 to April 2022, at Citrix Systems (Nasdaq:

CTXS), a leader in digital workspace technology.

During his tenure at Citrix Systems, Mr.

Lull held a number of roles, including the managing director of technology strategy for cloud innovation partners and director of SAP Alliance.

Snavely served as the General Manager of Vidable AI, a unit of Sonic Foundry (Nasdaq:

SOFO) of Madison, Wisconsin since 2022.

From 2019 until 2022, Mr.

Snavely was chief commercial officer at CBANC, which provides a professional network of U.S.

banking institutions, the people that work for them and the vendors who serve them.

From 2017 to 2018, Mr.

Lull was employed by Andersen Consulting, now Accenture (NYSE:

Lull resides in South Florida and holds a BBA in Finance from the University of Miami.

Snavely served as president of Springbox, a growth and transformation consulting firm, which was acquired by Prophet in 2019.

From 2016 to 2017, he worked for Tile as a global business development leader.

Snavely was previously employed by Phunware from 2014 to 2016, as the executive vice president of global software sales and marketing.

Prior to working at Phunware, Mr.

Snavely worked at Mutual Mobile (2011 - 2014), Bazaarvoice (2009 - 2011) and The Alliant Group (2007 - 2009), among other roles in his career.

Snavely earned a BA from the College of Wooster in Wooster, Ohio and a J.D.

from The Ohio State University.

He is licensed (inactive) as an attorney at law in the State of Ohio.

Troy Reisner has served as Phunware's Chief Financial Officer since June 2023.

Previously he was the Chief Financial Officer at Keystone Tower Systems, Inc., a manufacturer of wind turbine towers, headquartered in Denver, Colorado.

Prior to joining Keystone in December 2019, Mr.

Reisner was a partner with the public accounting firm of Deloitte & Touche LLP until his retirement in June 2019.

In January 2022, he was appointed to the board of CEA Industries, Inc., (Nasdaq:

CEAD), which designs, engineers and sells environmental control and other technologies for the controlled environment agriculture industry, where he also serves as chairman of their audit committee and member of their compensation and strategic investments committee.

Reisner earned a B.S.

degree in Accounting from Southern Illinois University at Edwardsville, has practiced as a Certified Public Accountant for over 30 years and is licensed (inactive) as a CPA in the State of Missouri.

Chris Olive joined Phunware in April 2022 as Chief Legal Officer.

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Olive was a partner at Bracewell LLP in Dallas, Texas, from 2006 to 2022.

Olive brings to Phunware diverse transactional and regulatory experience, in which he has previously represented clients in various capacities in, among other things, complex, bespoke and customized credit facilities, structured financings, swaps and derivatives, insurance finance, corporate acquisitions, financial instrument and commodity purchase and sale and repurchase transactions and related banking, financial and other regulatory matters.

Olive brings to Phunware diverse transactional and

regulatory experience, based upon his representation of clients in various capacities in, among other things, complex, bespoke and customized credit facilities, structured financings, swaps and derivatives, insurance finance, corporate acquisitions, financial instrument and commodity purchase and sale and repurchase transactions and related banking, financial and other regulatory matters.

He has also served as an associate at Jones Day and served in the United States Army Judge Advocate General’s Corps.

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The following biographical descriptions set forth certain information with respect our non-employee directors based on information furnished to us by each such director.

Stephen Chen , who was elected to serve as a non-employee Class I director in November 2022, is a board-tested operational leader and chief financial officer.

Stephen Chen , who was elected to serve as a non-employee Class I director in November 2022 and currently serves as Chairperson of our board of directors is a board-tested operational leader and chief financial officer.

Since July 2016, Mr.

Chen has served as chief financial officer of Kent Moore Capital, an investment and advisory firm focused on specialty finance, where he also currently sits on the board of directors.

Also, since 2016, he has served as chief financial officer of BioIntegrate, a regenerative medicine company.

Also, since 2016, Mr.

Chen has served as chief financial officer of BioIntegrate, a regenerative medicine company.

Chen has been involved in blockchain related projects since 2018, and, in 2021, he co-founded IHBit Global, a diversified blockchain holding company with assets including a crypto exchange, token project, electronic sports team and basketball team.

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Chen is qualified to serve as a member of our Board because of his expertise in financial services and technology, including blockchain.

Ryan Costello was appointed to serve as a non-employee Class II director of Phunware in September 2021 and currently serves as Chairperson of our Board.

Costello founded Ryan Costello Strategies, LLC, which provides strategic counsel and advocacy efforts on behalf of companies, trade associations and other organizations seeking to advance their objectives in the legislative and regulatory policy process within the federal government.

From January 2015 to January 2019, Mr.

Costello served as a member of the U.S.

House of Representatives for Pennsylvania's 6th congressional district, where he served on numerous committees and subcommittees, including the Subcommittee on Communications and Technology and the Subcommittee on Digital Commerce and Consumer Protection.

Prior to serving in Congress, Mr.

Costello was an attorney in private practice representing clients in various facets of law, including regulatory compliance and financing.

From September 2021 to June 2022, Mr.

Costello served on the board of Red White & Bloom Brands, Inc.

RWB and OTCQX:

RWBYF), a multi-state cannabis operator.

Costello is a graduate of Ursinus College, B.A., with honors, and received a JD from Villanova University Charles Widger School of Law.

We believe Mr.

Costello is qualified to serve as a member of our Board because of his expertise in law, governmental affairs and technology.

Eric Manlunas serves as a non-employee Class I director of Phunware.

Manlunas is the founder and managing partner of Wavemaker Partners, an early-stage cross border venture capital firm he founded in 2003 that’s dual headquartered in

Los Angeles and Singapore.

He is a two-time start-up entrepreneur turned venture capitalist as an early investor in over 300 early-stage businesses.

Prior to becoming a venture capitalist Mr.

Manlunas founded two technology start-ups, one in e-Commerce (Interfoods.com) in 1996 and the other in Internet services (Sitestar) in 1999, both of which were successfully built and eventually sold to strategic buyers.

Manlunas previously served on Phunware's board from December 2015 until December 2018.

Since July 2008, Mr.

Manlunas has also served on the board of PhilDev, a civic and social organization enabling success through education, innovation and entrepreneurship.

Manlunas began his career as a consulting associate with Arthur Andersen’s retail management consulting division from 1991-1995.

He holds an M.B.A.

from Pepperdine University and an undergraduate degree in Communications from Florida International University.

We believe Mr.

Manlunas is qualified to serve as a member of our Board due to his vast experience in digital and information technology companies and prior board experience with the Company.

Manlunas rejoined our Board in December 2019.

Kathy Tan Mayor serves as a non-employee Class II director of Phunware.

Mayor has held numerous leadership positions in business development, retail marketing, loyalty marketing, and digital marketing technology.

She is currently the Chief Marketing Officer of Transformco, a leading integrated retailer focused on seamlessly connecting the digital and physical shopping experiences for customers.

From 2018 to 2020, Ms.

Mayor was the Chief Marketing Officer of BoxyCharm, a beauty subscription service company located in South Florida.

From 2016 to 2018, Ms.

Mayor was the Chief Digital Officer across the 10 portfolio brands of Carnival Corporation and the Chief Marketing Officer of Carnival Cruise Line.

From 2008 to 2016, Ms.

Mayor held a number of positions at Las Vegas Sands Corporation including a number of vice president and senior vice president roles in strategy and marketing.

From 2005 to 2008, she held multiple director positions with Caesar Entertainment Corporation.

Prior to that Ms.

Mayor worked for McKinsey & Company and Proctor & Gamble in Southeast Asia.

Mayor has a B.S.

in Management Engineering from Ateneo de Manila University and an MBA from Harvard Business School.

We believe Ms.

Mayor is qualified to serve as a member of our Board due to her marketing and digital and information technology experience.

Mayor has been a member of our Board since December 2018.

Rahul Mewawalla was appointed to serve as a non-employee Class I director of Phunware in September 2021.

Mewawalla is a product, technology, digital and business leader with extensive strategic and operational leadership expertise across technology, internet, software, telecommunications, financial services, media, consumer, enterprise, digital and blockchain companies.

From May 2020 to January 2021, he served as President and Chief Executive Officer of Xpanse Inc., a fintech software company.

From March 2020 to January 2021, Mr.

Mewawalla served as Chief Digital Officer and executive vice president of platforms and technology businesses at Freedom Mortgage Corporation, a national financial services company.

He has held several other executive leadership roles such as serving as President and Chief Executive Officer at Zenplace Inc.

from 2014 to 2020, as Vice President at Nokia Corporation from 2010 to 2012, as Vice President at General Electric Company’s NBC Universal from 2008 to 2010, and as Senior Director at Yahoo!

from 2005 to 2008.

Mewawalla has served as a board member, investor and advisor to various public, private and philanthropic companies.

In January 2023, he was appointed to the board of Mawson Infrastructure Group, Inc.

MIGI), a digital infrastructure provider.

In December 2022, Mr.

Mewawalla was appointed to the board of Lion Group Holding (Nasdaq:

LGHL), a financial services technology company.

In September 2022, he was appointed to the board of Aquarius II Acquisition Corporation (Nasdaq:

AQUB) and in June 2022, he was appointed to the board of Four Leaf Acquisition Corporation (Nasdaq:

FORL), both special purpose acquistion companies.

From June 2021 to October 2021, Mr.

Mewawalla served as an independent director of Rocky Mountain Chocolate Factory Inc.

RMCF), an e-commerce, consumer and retail company.

From November 2019 to May 2020, Mr.

Mewawalla served as an independent director at SOS Children’s Villages USA, a philanthropic organization.

Mewawalla is a technology, digital, product, and business leader with extensive strategic and operational leadership expertise across technology, internet, software, telecommunications, financial services, media, consumer, enterprise, digital and blockchain companies.

He has held several executive leadership roles, and currently serves as Chief Executive Officer and President of Mawson Infrastructure Group Inc., a digital infrastructure company and previously served as Chief Executive Officer and President of Xpanse Inc., a software, technology and fintech company from 2020 to 2021, as Chief Digital Officer and Executive Vice President, Platforms and Technology Businesses at Freedom Mortgage Corporation, a national financial services company from 2020 to 2021, as Chief Executive Officer and President at Zenplace Inc., a software-as-a-service and technology platforms company from 2014 to 2020, as Vice President at Nokia Corporation, a global technology and telecommunications company from 2010 to 2012, as Vice President at General Electric Company’s NBCUniversal, a global media, entertainment and diversified company from 2008 to 2010, and as Senior Director at Yahoo!

Inc., a global internet and technology company from 2005 to 2008.

Mewawalla has served as a board director with numerous NASDAQ-listed public companies, including as Chairman of the Board, Board Committee Chairman, Chairman of the Audit Committee, Chairman of the Compensation Committee, Nominating and Governance Committee Member, Special Committee Member, Strategic Transactions Committee Member and Board Director at publicly traded companies, including at Rocky Mountain Chocolate Factory Inc (Nasdaq:

RMCF), Lion Group Holding (Nasdaq:

LGHL), Aquarius II Acquisition Corporation (Nasdaq:

AQUB), Four Leaf Acquisition Corporation (Nasdaq:

FORL) and Mawson Infrastructure Group, Inc.

Mewawalla also served as an independent board director at SOS Children’s Villages USA.

He has also served as Senior Advisor to the San Francisco Mayor’s Office on Innovation, as Advisor to Stanford University's Persuasive Technology Lab, and as Committee Chair of the VC TaskForce SIG on Systems and Services.

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Mewawalla’s extensive digital, technology, products, platforms, mobile, strategic and operational expertise, as well as his executive leadership experience, qualify him to serve as a director of the Company.

Elliot Han was appointed to serve as a Class II non-employee director on January 21, 2024.

Han is a Partner at PGP Capital Advisors, a boutique investment/merchant bank where he focuses on mergers & acquisitions and corporate finance both in the domestic and international arena.

Han has extensive knowledge and expertise in corporate finance;

corporate development & strategy;

corporate law;

start-up operations;

and digital asset finance (blockchain/cryptocurrencies).

Han has held leadership positions at a variety of organizations, including Cantor Fitzgerald (Head of FinTech/Blockchain, Crypto & Digital Assets Investment Banking & Head of Technology Equity Capital Markets);

the New York Stock Exchange (Head of FinTech & Consumer Tech Capital Markets);

Jefferies (Head of West Coast Technology Equity Capital Markets);

Goldman Sachs (Executive Director, Business Unit Manager and Operating Officer for UK and Emerging

Markets Investment Banking).

Han was also part of the management team at the Argon Group, a leading blockchain/crypto software technology & advisory start-up.

He has also spent time as a corporate lawyer at Freshfields Bruckhaus Deringer and began his career at Credit Suisse/CSFB.

Han graduated with a BA from Columbia University, a Master’s degree from Oxford University, and law & MA degrees from Cambridge University.

Han is also a board trustee, limited partner, and investor in various technology companies, funds, and educational institutions.

We believe Mr.

Han’s extensive corporate finance, corporate development and strategy, corporate law and digital asset finance expertise qualify him to serve as a director of the Company.

Additional Information

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2022-0168-LWW).

The plaintiffs invested in various early rounds of financing while the Company was private and claim the Company should not have subjected their shares to a 180-day "lock up" period.

Plaintiffs alleged that they invested in various early rounds of financing while the Company was private and that Phunware should not have subjected their shares to a 180-day “lock up” period.

Among others, Alan Knitowski, Randall Crowder, Matt Aune, Kathy Tan Mayor and Eric Manlunas, each of whom served as executive officers and/or directors as of December 17, 2019 have been named as defendants in the lawsuit.

The 200th Judicial District Court of Travis County, Texas appointed a receiver over the non-exempt assets of Randall Crowder to collect a civil judgment entered against Mr.

Crowder's counsel has since filed with the Court a motion to vacate such receivership, and is awaiting a ruling on the same.

Knitowski, Mr.

Aune's and Mr.

Crowder's employment terminated with the Company effective December 27, 2022, June 30, 2023 and November 30, 2023, respectively.

Manlunas resigned from our board effective October 1, 2023 and Ms.

Mayor resigned from our board effective October 26, 2023.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires the Company’s directors, executive officers and persons who beneficially own more than 10% of the Company’s common stock (collectively, “Reporting Persons”) to file with the SEC reports regarding their ownership and changes in our ownership of our securities.

We believe that, during 2022, our directors, executive officers and 10% stockholders complied with all Section 16(a) filing requirements, except for late Form 3 filings by each of Chris Olive and Matt Lull on April 22, 2022 and May 6, 2022, respectively, and a late Form 4 filing by Eric Manlunas on December 16, 2022 to report a sale of our common stock, which occurred on December 8, 2021.

We believe that, during 2023, our directors, executive officers and 10% stockholders complied with all Section 16(a) filing requirements, except for a late Form 4 filing by Troy Reisner on July 7, 2023 to report acquisition of restricted stock units of our common stock, which occurred on June 30, 2023, a late Form 4 filing by Randall Crowder on August 28, 2023 to report a sale of our common stock which occurred on August 21, 2023, a late Form 4 filing by Randall Crowder on November 14, 2023 to report an acquisition of our common stock which occurred on June 1, 2023, a late Form 4 filing by Chris Olive on November 14, 2023 to report an acquisition of our common stock which occurred on June 1, 2023, a late Form 4 filing by Michael Snavely on November 22, 2023 to report an acquisition of our common stock which occurred on November 15, 2023.

CORPORATE GOVERNANCE

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Our business affairs are managed under the direction of the Board.

The Board currently consists of six members, five of whom qualify as independent within the meaning of the independent director guidelines of the Nasdaq Stock Market ("Nasdaq").

Buyse, who also serves as our Chief Executive Officer, is not considered independent.

The Board currently consists of four members, three of whom qualify as independent within the meaning of the independent director guidelines of the Nasdaq Stock Market ("Nasdaq").

Snavely, who also serves as our Chief Executive Officer, is not considered independent.

The Board is divided into three staggered classes of directors.

At each annual meeting of stockholders, a class of directors will be elected for a three-year term to succeed the same class whose term is then expiring, as follows:

• the Class I directors are currently Stephen Chen, Eric Manlunas and Rahul Mewawalla, and their terms will expire at the 2025 Annual Meeting of Stockholders;

• the Class II directors are currently Ryan Costello and Kathy Tan Mayor, and their terms will expire at the 2023 Annual Meeting of Stockholders;

• the Class III director is currently Russell Buyse, and his term will expire at the 2024 Annual Meeting of Stockholders.

• the Class I directors are currently Stephen Chen, and Rahul Mewawalla, and their terms will expire at the 2025 Annual Meeting of Stockholders;

• the Class II director is currently Elliot Han, and his term will expire at the 2026 Annual Meeting of Stockholders;

• the Class III director is currently Michael Snavely, and his term will expire at the 2024 Annual Meeting of Stockholders.

Our Certificate of Incorporation and Amended and Restated Bylaws provide that the number of directors shall consist of one or more members and may be increased or decreased from time to time by a resolution of the Board.

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This classification of the Board may have the effect of delaying or preventing changes in control of our Company.

On October 6, 2021, the Board resolved to reduce the size of the Board from eight to seven directors, comprised of three Class I directors, two Class II directors, and two Class III directors, effective as of our 2021 annual meeting of stockholders held on December 2, 2021.

Such reduction of the authorized number of directors does not have the effect of removing any director before that director’s term of office expires.

On September 26, 2022, Randall Crowder notified us of his resignation from our Board, effective as of September 27, 2022.

On November 17, 2022, the Board appointed Russell Buyse to serve as a director of our Board effective as of November 21, 2022, to fill the vacancy created by the resignation of Mr.

On December 13, 2022, we entered into a Confidential Transition, Consulting and General Release Agreement (the "Agreement") with Alan Knitowski.

The Agreement provided that Mr.

Knitowski's employment terminated with the Company effective December 27, 2022.

In addition, Mr.

Knitowski voluntarily resigned his position as a director of the Board.

The Board has yet to appointment a replacement created by the resignation of Mr.

On January 21, 2024, Elliot Han was appointed as a Class II non-employee director.

On January 22, 2024, the Board appointed Chris Olive to serve as a Class II director.

Subsequent to Mr.

Olive’s appointment, the Board resolved to reduce the size of the Board to a total of four directors, comprised of two Class I directors, one Class II director and one Class III director.

In connection with the reduction of the size of the Board, Chris Olive resigned as a director of the Company on January 22, 2024.

Olive’s resignation was not due to any disagreement with the Company, its management, the Board or any committee thereof, or with respect to any matter relating to our operations, policies, or practices.

Corporate Governance Guidelines and Code of Business Conduct and Ethics

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The full text of our Corporate Governance Guidelines and Code of Business Conduct and Ethics is posted on the Governance portion of the investor relations page of our website at https://investors.phunware.com.

We will post amendments to our Code

of Business Conduct and Ethics or waivers of our Code of Business Conduct and Ethics for directors and executive officers that are required to be disclosed by the rules of the SEC or Nasdaq on the same website.

We will post amendments to our Code of Business Conduct and Ethics or waivers of our Code of Business Conduct and Ethics for directors and executive officers that are required to be disclosed by the rules of the SEC or Nasdaq on the same website.

Audit Committee

We have established a designated standing audit committee.

Stephen Chen, Eric Manlunas and Rahul Mewawalla, each of whom is a non-employee member of the Board, comprise our Audit Committee.

Stephen Chen, Elliot Han and Rahul Mewawalla, each of whom is a non-employee member of the Board, comprise our Audit Committee.

Mewawalla is the Chairperson of our Audit Committee.

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Audit Committee Financial Expert

For the period of May 1, 2021 until Stephen Chen's appointment to our Audit Committee in November 2022, we did not have an "audit committee financial expert" as defined under Item 407(d)(5)(ii) of Regulation S-K.

The Board believes that the members of the Audit Committee are and were able to read and understand the consolidated financial statements of the Company, are and were familiar with the Company and its business and are capable of fulfilling the duties and responsibilities of an Audit Committee without the necessity of having an "audit committee financial expert" during this time period.

The Board determined Mr.

Chen and Rahul Mewawalla are both independent directors pursuant to Nasdaq's governance listing standards and each meet the qualifications of an "audit committee financial expert," as defined under the applicable rules and regulations of the SEC.

The Board determined Messrs.

Stephen Chen and Rahul Mewawalla are both independent directors pursuant to Nasdaq's governance listing standards and each meet the qualifications of an "audit committee financial expert," as defined under the applicable rules and regulations of the SEC.

In making this determination, our Board has considered prior experience, business acumen and independence.

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Phunware’s named executive officers (each a "NEO"), which consist of any person who served as principal executive officer ("PEO") during 2023 and the next two most highly compensated executive officers who served as such in for 2023, are:

Russell Buyse, Chief Executive Officer

Alan Knitowski, Former Chief Executive Officer

Matt Lull, Chief Cryptocurrency Officer

Michael Snavely, Chief Executive Officer

Russell Buyse, Former Chief Executive Officer

Troy Reisner, Chief Financial Officer

Chris Olive, Chief Legal Officer

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All other Compensation ($) (3)

Russell Buyse, Chief Executive Officer (4)

Michael Snavely, Chief Executive Officer (4)

2023 101,073 15,000 219,450 4,438 339,961

Alan Knitowski, Former Chief Executive Officer (5)

Russell Buyse, Former Chief Executive Officer (5)

2023 293,403 — — 57,997 351,400

2022 3,693 40,000 — — 43,693

Matt Lull, Chief Cryptocurrency Officer (6)

Troy Reisner, Chief Financial Officer (6)

2023 202,841 — 324,000 8,940 535,781

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2023 300,000 — 87,640 26,630 414,270

2022 225,000 34,907 925,000 19,270 1,204,177

Reflects actual earnings, which may differ from approved based salaries due to the effective date of salary increases.

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Amounts shown in this column include contributions Phunware made on behalf of the named executive officer for inclusion in our medical benefits programs.

Buyse was hired as our CEO effective as of December 28, 2022.

Snavely joined the Company as its Chief Revenue Officer on September 12, 2023.

Snavely was appointed the Company's Chief Executive Officer effective October 25, 2023.

Mr Snavely was paid a sign-on bonus of $5,000 pursuant to the terms of his employment agreement as Chief Revenue Officer and $10,000 pursuant to the terms of his employment agreement as Chief Executive Officer.

Buyse served as our CEO from December 28, 2022 until October 25, 2023.

Buyse received additional compensation of $6,000 for service on our Board for the period from November 21, 2022 to December 27, 2022, which is excluded above.

Subsequent to the date of his appointment as CEO, Mr.

Buyse will not receive additional compensation as a member of our Board.

Buyse did not receive additional compensation as a member of our Board during his tenure on the board, which terminated on October 26, 2023.

See Director Compensation below.

Buyse was further paid a sign-on bonus of $40,000, pursuant to the terms of his employment agreement.

Knitowski's employment terminated on December 27, 2022.

Reisner joined the Company as its Chief Financial Officer on June 2, 2023.

Olive joined the Company as its Chief Legal Officer on April 1, 2022.

Lull joined the Company as its Chief Cryptocurrency Officer on April 18, 2022.

Executive Employment Agreements

We have entered into employment agreements with each of our named executive officers noted above.

The employment agreements generally provide for at-will employment and set forth each named executive officer's base salary, bonus target, severance eligibility and eligibility for other standard employee benefit plan participation.

We entered into employment agreements with each of the named executive officers noted above, of which only Michael Snavely, Troy Reisner and Chris Olive remain currently employed by the Company.

The employment agreements with our NEOs generally provide for at-will employment and set forth each named executive officer's base salary, bonus target, severance eligibility and eligibility for other standard employee benefit plan participation.

Pursuant to the employment agreements, certain current and future significant employees, including the named executive officers identified above, are eligible for severance benefits under certain circumstances.

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Finally, the eligible executive officer or significant employee may also receive any benefits accrued under our broad-based benefit plans, in accordance with those plans and policies.

Buyse's Employment Agreement

On November 11, 2022, we entered into an employment agreement with Russell Buyse to serve as Chief Executive Officer of the Company effective as of December 28, 2022.

Buyse's employment agreement has an indefinite term, subject to termination by either party.

We may terminate the employment agreement at any time with or without cause, while Mr.

Buyse may terminate the Employment Agreement by providing at least thirty (30) days’ written notice to the Company.

The employment agreement provides for an initial base salary of $325,000, a target annual cash bonus to be between 50% and 200% of the base salary, with the actual award value to be determined by the compensation committee or the Board in its sole discretion based on factors including the strength of Mr.

Buyse’s performance and the performance of the Company.

Buyse is also eligible to participate in our employee benefit programs.

Buyse was paid a sign-on bonus of $40,000 pursuant to the terms of his employment agreement.

Furthermore, within thirty (30) calendar days of the date of the Employment Agreement, the Company agreed to provide Mr.

Buyse a one-time grant of restricted stock units with a grant date fair value of $1,500,000.

Snavely’s Employment Agreement

We entered into an employment agreement, dated as of October 25, 2023, with Michael Snavely, who services as our Chief Executive Officer.

Snavely is employed by the Company on an at-will basis, meaning that either Mr.

Snavely or the Company may terminate the employment relationship at any time with or without cause.

The employment agreement provides for an initial base salary of $350,000 per year, a sign-on bonus of $10,000, eligibility in the Company’s bonus programs established by the Board or any committee of the board and eligibility to participate in our employee benefit programs.

Under the terms of his employment agreement, the Company provided Mr.

Snavely an initial grant of 30,000 restricted stock units (adjusted for reverse stock split) with various vesting dates and a separate grant of $750,000 restricted stock units on or before January 31, 2024 with vesting to commence on March 31, 2024.

If the Company terminates Mr.

Snavely’s employment without cause at any time, or if Mr.

Snavely resigns for good reason, and in each case, such termination or resignation occurs outside of a Change in Control Period, as defined in the employment agreement, Mr.

Snavely is entitled to:

• Executive Accrued Benefits, which include (i) Mr.

Snavely’s unpaid base salary, if any, through the date of termination, resignation, or separation, (ii) reimbursement for Mr.

Snavely’s documented, reasonable and necessary business expenses incurred but not paid, if any, through the date of termination, and (iii) any other amounts or benefits to which Mr.

Snavely is entitled on termination under applicable law, Company policy or plan, or other agreement to which Mr.

Snavely is a party with the Company;

• continuing payments of severance pay at a rate equal to their base salary rate, as then in effect, for nine (9) months from the date of termination;

• partial immediate vesting of Mr.

Snavely’s then unvested initial restricted stock unit award.

If the Company terminates Mr.

Snavely’s employment without cause at any time, or if Mr.

Snavely resigns for good reason, and in each case, such termination or resignation occurs during a Change in Control Period, as defined in the employment agreement, Mr.

Snavely is entitled to:

• Executive Accrued Benefits, which include (i) Mr.

Snavely’s unpaid base salary, if any, through the date of termination, resignation, or separation, (ii) reimbursement for Mr.

Snavely’s documented, reasonable and necessary business expenses incurred but not paid, if any, through the date of termination, and (iii) any other amounts or benefits to which Mr.

Snavely is entitled on termination under applicable law, Company policy or plan, or other agreement to which Mr.

Snavely is a party with the Company;

• continuing payments of severance pay at a rate equal to their base salary rate, as then in effect, for nine (9) months from the date of termination;

• immediate vesting as to 100% of Mr.

Snavely’s then unvested initial restricted stock unit award.

Reisner’s Employment Agreement

We entered into an employment agreement, dated as of June 2, 2023, with Troy Reisner, who serves as our Chief Financial Officer.

Reisner is employed by the Company on an at-will basis, meaning that either Mr.

Reisner or the Company may terminate the employment relationship at any time with or without cause.

The employment agreement provides for an initial base salary of $350,000 per year, eligibility in the Company’s bonus programs established by the Board or any committee of the Board and eligibility to participate in our employee benefit programs.

Under the terms of his employment agreement, the Company provided Mr.

Reisner a one-time grant of 12,000 restricted stock units (adjusted for reverse stock split) on June 2, 2023.

The restricted stock units granted to Mr.

Buyse will be subject to a separate award agreement, which will outline the specifics of such grant, including but not limited to, the vesting schedule, forfeiture for cause provisions, the Company’s buyback rights and other restrictions and terms.

The Employment Agreement further provides that, if Mr.

Buyse’s employment is terminated by the Company without “cause” or by Mr.

Buyse for “good reason,” subject to his execution of a release of claims in favor of the Company, he will receive a severance payment of nine (9) months’ of his then-current base salary and certain other accrued benefits.

Lull and Olive's Employment Agreements

We entered into employment agreements, as amended and restated in September 2022, with Messrs.

Matt Lull, who serves as our Chief Cryptocurrency Officer and Chris Olive, who serves as our Chief Legal Officer.

The agreements have an initial term of four years from their April 2022 hire dates and automatically renew for additional one year term, unless either party provides ninety (90) day notice.

If a change in control, as defined the agreements, occurs when there are fewer than twelve (12) months remaining during the initial term or an additional term, the term of the employment agreement will extend automatically through the date that is twelve (12) months following the effective date of the change in control.

The employment agreements provide for an initial base salary of $300,000 for each, eligibility in the Company's bonus programs established by the Board or any committee of the Board, an initial equity grant as more fully described elsewhere in this Annual Report and eligibility to participate in our employee benefit programs.

Termination without Cause or Resignation for Good Reason Outside the Change in Control Period

Lull and Olive are eligible to receive the following payments and benefits in connection with a termination not in connection with a Change in Control:

Reisner are subject to a separate award agreement, which outlines the specifics of such grant, including but not limited to, the vesting schedule, forfeiture for cause provisions, the Company’s buyback rights and other restrictions and terms.

If the Company terminates Mr.

Reisner’s employment without cause at any time, or if Mr.

Reisner resigns for good reason, and in each case, such termination or resignation occurs outside a Change in Control Period, as defined in the employment agreement, Mr.

Reisner is entitled to:

• Executive Accrued Benefits, which include (i) Mr.

Reisner’s unpaid base salary, if any, through the date of termination, resignation, or separation, (ii) reimbursement for Mr.

Reisner’s documented, reasonable and necessary business expenses incurred but not paid, if any, through the date of termination, and (iii) any other amounts or benefits to which Mr.

Reisner is entitled on termination under applicable law, Company policy or plan, or other agreement to which Mr.

Reisner is a party with the Company;

• continuing payments of severance pay at a rate equal to their base salary rate, as then in effect, for nine (9) months from the date of termination;

• partial immediate vesting of Mr.

Reisner’s then unvested initial restricted stock unit award.

If the Company terminates Mr.

Reisner’s employment without cause at any time, or if Mr.

Reiner resigns for good reason, and in each case, such termination or resignation occurs during a Change in Control Period, as defined in the employment agreement, Mr.

Reisner is entitled to:

• Executive Accrued Benefits, which include (i) Mr.

Reisner’s unpaid base salary, if any, through the date of termination, resignation, or separation, (ii) reimbursement for Mr.

Reisner’s documented, reasonable and necessary business expenses incurred but not paid, if any, through the date of termination, and (iii) any other amounts or benefits to which Mr.

Reisner is entitled on termination under applicable law, Company policy or plan, or other agreement to which Mr.

Reisner is a party with the Company;

• continuing payments of severance pay at a rate equal to their base salary rate, as then in effect, for nine (9) months from the date of termination;

• immediate vesting as to 100% of Mr.

Reisner’s then unvested initial restricted stock unit award.

Olive's Employment Agreement

We entered into an employment agreement, as amended and restated in September 2022, with Chris Olive, who serves as our Chief Legal Officer.

The agreement has an initial term of four years from his April 2022 hire date and automatically renews for additional one year terms, unless either party provides ninety (90) day notice.

If a change in control, as defined in the agreements, occurs when there are fewer than twelve (12) months remaining during the initial term or an additional term, the term of the employment agreement will extend automatically through the date that is twelve (12) months following the effective date of the change in control.

The employment agreement provides for an initial base salary of $300,000 per year, eligibility in the Company's bonus programs established by the Board or any committee of the Board, and eligibility to participate in our employee benefit programs.

Under the terms of his employment agreement, the Company provided Mr.

Olive a one-time grant of 10,000 restricted stock units (adjusted for reverse stock split) on September 16, 2022.

The restricted stock units granted to Mr.

Olive are subject to a separate award agreement, which outlines the specifics of such grant, including but not limited to, the vesting schedule, forfeiture for cause provisions, the Company’s buyback rights and other restrictions and terms.

Olive is eligible to receive the following payments and benefits in connection with a termination not in connection with a Change in Control, as defined in the agreements:

• continuing payments of severance pay at a rate equal to their base salary rate, as then in effect, for six (6) months from the date of termination;

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• the immediate vesting of all equity awards granted on or after the effective date of the employment agreement.

Termination Without Cause or Resignation for Good Reason During the Change in Control Period

In the case of a Change in Control, if either Mr.

In the case of a Change in Control, if Mr.

Olive is terminated without cause, either during the three months before or in the year after a Change in Control, then he will be entitled to receive the following payments and benefits:

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• coverage under our group health insurance plans or payment of the full amount of health insurance premiums as provided under COBRA for up to twelve (12) months after termination.

Aune and Crowder's Employment Agreements

On December 26, 2018, we entered into employment agreements with Messrs.

Matt Aune, who serves as our Chief Financial Officer and Randall Crowder, who serves as our Chief Operating Officer, as amended on September 27, 2022.

The term of the employment agreements with Messrs.

Aune and Crowder is through September 27, 2023.

Notwithstanding, if a Change in Control (as defined in the employment agreement) occurs during the term of the employment agreement, the term will be extended automatically through the date that is twelve (12) months following the effective date of the Change in Control.

The employment agreements provide for a base salary, participating in any bonus or incentive arrangement established by the Board (or any committee of the Board) for executives of the Company, generally, and our employee benefit offerings.

The current annual target bonus is 50% of the base salary for Messrs.

Aune and Crowder.

Subject to approval by our Compensation Committee or Board, actual annual bonuses paid may differ from target amounts.

Termination without Cause or Resignation for Good Reason Outside the Change in Control Period

Aune and Crowder are eligible to receive the following payments and benefits in connection with a termination not in connection with a Change in Control:

• continuing payments of severance pay at a rate equal to their base salary rate, as then in effect, for the greater of (i) six (6) months from the date of termination or (ii) the remainder of the term of the employment agreement, in accordance with the Company’s normal payroll policies;

• coverage under our group health insurance plans or payment of the full amount of health insurance premiums as provided under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) for up to six (6) months after termination.

Termination Without Cause or Resignation for Good Reason During the Change in Control Period

In the case of a Change in Control, if either Mr.

Crowder is terminated without cause, either during the three months before or in the year after a Change in Control, then he will be entitled to receive the following payments and benefits:

• a lump sum severance payment equal to:

(i) the amount of base salary in effect on the date of termination that he would have otherwise received had he remained employed by the Company through the twelve (12) month anniversary of the Change in Control, and (ii) an amount equal to the average annualized bonus earned by him for the two (2) calendar years prior to the calendar year during which the Change in Control occurs, but in no event will the amount be less than his annual target bonus for the year during which the termination occurs, or if greater, his annual target bonus for the year during which the closing of the Change in Control occurs;

• the immediate vesting of all equity awards granted on or after the effective date of the employment agreement;

• coverage under our group health insurance plans or payment of the full amount of health insurance premiums as provided under COBRA for up to twelve (12) months after termination.

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth information regarding outstanding stock options and other equity awards held by each of our named executive officers holding as of December 31, 2022:

The following table sets forth information regarding outstanding stock options and other equity awards held by each of our named executive officers as of December 31, 2023, after giving effect to the reverse stock split of the Company's common stock at a ratio of one-for-fifty:

Options Awards Restricted Stock Unit Awards

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Name Exercisable Unexercisable

Alan Knitowski 1/8/2018 233,886 — 0.61 1/8/2028 — —

7/30/2019 — — — — 37,500 (1)

Michael Snavely 11/10/2023 — — — — 12,000 (1)

11/10/2023 — — — — 4,000 (1)

Matt Lull 9/28/2022 — — — — 500,000 (2)

Russell Buyse 1/4/2023 — — — — — (2)

Troy Reisner 6/30/2023 — — — — 12,000 (2)

Chris Olive 9/16/2022 — — — — 10,000 (3)

Knitowski was granted 450,000 restricted stock units on July 30, 2019.

The restricted stock units will vest at various rates with of 1/4th vesting on May 18, 2020, and thereafter at a rate of 1/12th on the following vesting dates;

August 18 2020, November 18, 2020, May 18, 2021, August 18, 2021, November 18, 2021, May 18, 2022, August 18, 2022, November 18, 2022 and May 18, 2023, subject to his continued employment with the Company on each such vesting date.

Knitowski was also granted 747,023 restricted stock units on February 4, 2021.

The restricted stock units vest at various rates with 1/4th vesting on May 9, 2022, and thereafter at a rate of 1/12th on the following vesting dates;

August 8, 2022, November 8, 2022, May 8, 2022, August 8, 2022, November 8, 2022, May 8, 2023, August 8, 2023, November 8, 2023 and May 8, 2024, August 8, 2024, November 8, 2024, May 8, 2025, subject to his continued employment with the Company on each such vesting date.

As of December 27.

Knitowski had approximately 473,263 unvested restricted stock units under the aforementioned grants.

As additional compensation under the term of a Confidential Transition, Consulting and General Release Agreement, the Company modified the vesting schedule with respect to the unvested portion of restricted stock units, such that 39,438 restricted stock units will vest on each of the last day of each month from January 2023 through November 2023 and 39,445 restricted stock units will vest on December 31, 2023.

Lull was granted 500,000 restricted stock units on September 28, 2022.

The restricted stock units vest at various rates with 135,417 restricted stock units vesting on May 8, 2023, 40,510 restricted stock units vesting on each of August 8, 2023 and November 8, 2023 and 40,509 restricted stock units vesting on each of May 8, 2024, August 8, 2024, November 8, 2024, May 8, 2025, August 8, 2025, November 8, 2025 and April 17, 2026, subject to his continued employment with the Company on each such vesting date.

8/31/2023 — — — — 6,260 (3)

Snavely was granted 12,000 restricted stock units on November 10, 2023.

The restricted stock units vested on February 23, 2024.

Snavely was also granted 18,000 restricted stock units on November 10, 2023, of which 10,000 restricted stock units vested upon grant and 4,000 restricted stock units vested on each of November 30, 2023 and January 12, 2024.

Buyse was granted 29,412 restricted stock units on January 4, 2023.

Buyse terminated from the Company effective October 25, 2023.

In connection therewith, the Company and Mr.

Buyse entered into a Confidential Transition, Consulting and General Release Agreement, in which the Company modified the vesting schedule for this grant, such that 10,000 restricted stock units vested on October 25, 2023 and 10,000 restricted stock units vested of November 30, 2023.

The balance, 9,412 restricted stock units, terminated.

Reisner was granted 12,000 restricted stock units on June 30, 2023.

One-third of the restricted stock units will vest on June 3, 2024 and one-third will vest annually in equal installments beginning on June 2, 2025 with the final vesting date occurring on June 1, 2026

Olive was granted 10,000 restricted stock units on September 16, 2022.

The restricted stock units vest at various rates with 2,708 restricted stock units vesting on May 8, 2023, 811 restricted stock units vesting on each of August 8, 2023 and November 8, 2023 and 810 restricted stock units vesting on each of May 8, 2024, August 8, 2024, November 8, 2024, May 8, 2025, August 8, 2025, November 8, 2025 and March 31, 2026, subject to his continued employment with the Company on each such vesting date.

Olive was also granted 6,260 restricted stock units on August 31, 2023.

The restricted stock units vest annually commencing on August 1, 2024, with a final vesting date of August 3, 2026.

Director Compensation

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Paid in Cash ($) Stock Awards ($) (1)

Russell Buyse 6,000 — 6,000

Stephen Chen 100,000 — 100,000

13,542 155,018 168,560

Ryan Costello (2)

Keith Cowan (4)

135,000 — 135,000

Eric Manlunas (3)

76,875 — 76,875

Kathy Tan Mayor (4)

86,458 — 86,458

Rahul Mewawalla

109,167 — 109,167

Buyse was appointed to our Board on November 21, 2022.

For the period of November 21, 2022 through December 27, 2022, Mr.

Buyse was paid $6,000 cash compensation for services he provided as a director.

Commencing on December 28, 2022, the date at which Mr.

Buyse was appointed our CEO, and thereafter, he will not receive any additional compensation for the services he provides as a director.

For information on Mr.

Buyse's compensation, please refer to “ Executive Compensation ” in this Annual Report.

This column reflects the aggregate grant date fair value of restricted stock units granted during 2023 computed in accordance with the provisions of ASC 718, Compensation-Stock Compensation .

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These amounts do not reflect the actual economic value that will be realized by the director upon the vesting of the restricted stock units or the sale of the common stock underlying such restricted stock units.

Chen was elected to our Board at our 2022 annual meeting of stockholders held on November 11, 2022

Cowan's term expired at our 2022 annual meeting of stockholders held on November 11, 2022.

Costello resigned from our Board effective December 31, 2023

Manlunas resigned from our Board effective October 1, 2023

Mayor resigned from our Board effective October 26, 2023

Outstanding Equity Awards as Fiscal Year-End

The following table sets forth the aggregate number of shares subject to outstanding equity awards held by our non-employee directors as of December 31, 2022.

Restricted Stock Unit Awards

Grant date Number of shares or units of stock that have not vested (#) Market value of shares or units of stock that have not vested ($)

Stephen Chen (1)

11/14/2022 104,742 80,966

Ryan Costello (2)

11/14/2022 76,600 59,212

Eric Manlunas (1)

11/14/2022 69,828 53,977

Kathy Tan Mayor (1)

11/14/2022 69,828 53,977

Rahul Mewawalla (2)

11/14/2022 76,600 59,212

The Restricted Stock Units ("RSUs") vest in four equal installments commencing on February 11, 2023, and quarterly thereafter until the final vesting date of November 11, 2023.

Vesting is subject to the continued service on such vesting date.

The RSUs vest in four equal installments commencing on January 1, 2023, and quarterly thereafter until the final vesting date of October 1, 2023.

Vesting is subject to the continued service on such vesting date.

There were no equity awards outstanding to our non-employee directors as of December 31, 2023.

Registrant's Action to Recover Erroneously Awarded Compensation

We had no accounting restatements requiring the recovery of erroneously awarded compensation as of December 31, 2023.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Securities Authorized for Issuance Under Equity Compensation Plans

All of the Company's equity compensation plans outstanding as of December 31, 2022 were previously approved by its stockholders, and on such date the Company maintained no equity compensation plans not approved by stockholders.

The following table sets forth our equity compensation plan information as of December 31, 2022.

The following table sets forth our equity compensation plan information as of December 31, 2023 after giving effect to the reverse stock split of the Company's common stock at a ratio of one-for-fifty:

Number of securities to be issued upon exercise of outstanding options and rights

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(b) Number of securities remaining available for issuance under equity compensation plans

2018 Equity Incentive Plan (the "2018 Plan") (1)

87,500 $1.43 4,382,662

2018 Employee Stock Purchase Plan (the "2018 ESPP")

2009 Equity Incentive Plan (the "2009 Plan") (2)

874,279 $0.80 —

Excludes unvested restricted stock unit awards granted under the 2018 Plan.

As of December 31, 2022, 2,957,995 restricted stock unit awards were outstanding.

Because there is no exercise price associated with the restricted share awards, such shares are not included in the weighted-average price calculation.

The number of shares of Common Stock reserved and available for issuance under the 2018 Plan is subject to an automatic annual increase on each January 1st, by an amount equal to five percent (5%) of the number of shares of Common Stock issued and outstanding on the immediately preceding December 31st or such lesser number of shares of Common Stock as approved by the Administrator (as defined in the 2018 Plan).

Equity compensation plans approved by security holders (1)

Equity compensation plans not approved by security holders (4)

The following plans have been approved by the Company's stockholders:

2009 Equity Incentive Plan (the "2009 Plan"), 2018 Equity Incentive Plan (the "2018 Plan") and 2018 Employee Stock Purchase Plan (the "2018 ESPP").

The 2009 Plan terminated on December 26, 2018.

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As of December 31, 2023, the maximum number of shares of common stock that may be added to the 2018 Plan pursuant to the foregoing is equal to 14,618, which is not included in the column (c) above.

In addition the foregoing, excludes unvested restricted stock unit awards granted.

As of December 31, 2023, 96,808 restricted stock unit awards were outstanding in the 2018 Plan.

As there is no exercise price associated with the restricted share awards, such shares are not included in the weighted-average price calculation.

The following plans were adopted by the Company's Board without requiring stockholder approval pursuant to Nasdaq Listing Rule 5635(c)(4):

2022 Inducement Plan, 2023 Inducement Plan and 2023B Inducement Plan

Excludes unvested restricted stock unit awards granted.

As of December 31, 2023, 24,000 restricted stock unit awards were outstanding in equity compensation plans not approved by security holders.

The number of shares of Common Stock reserved and available for issuance under the 2018 ESPP is subject to an automatic annual increase on each January 1st, by the lesser of (i) 16,377 shares of Common Stock, (ii) one and one-half percent (1.5%) of the number of shares of Common Stock issued and outstanding on the immediately preceding December 31st, or (iii) such lesser number of shares of Common Stock as determined by the Administrator (as defined in the 2018 ESPP).

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Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares that they beneficially own, subject to community property laws where applicable.

Applicable percentage ownership is based on 102,874,703 shares of our common stock outstanding as of February 28, 2023.

Effective February 27, 2023, we implemented a reverse stock split of outstanding shares of our common stock at a ratio of one for fifty, Applicable percentage ownership is based on 8,027,082 shares of our common stock outstanding as of February 20, 2024.

In computing the number of shares of our common stock beneficially owned by a person and the percentage ownership of that person, we included outstanding shares of our common stock subject to options or restricted stock units held by that person that are currently exercisable or releasable or that will become exercisable or releasable within 60 days of February 20, 2024.

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Named Executive Officers, Executive Officers and Directors:

Knitowski (2)

1,345,177 1.3%

Russell Buyse — —%

Matt Aune (3)

Michael Snavely 11,543 0.1%

Troy Reisner — —%

Chris Olive 3,794 —%

Stephen Chen 2,095 —%

Ryan Costello (5)

Randall Crowder (6)

Matt Lull — —%

Eric Manlunas (7)

1,255,543 1.2%

Kathy Tan Mayor (8)

Elliot Han — —%

Rahul Mewawalla 4,576 0.1%

Chris Olive (10)

All executive officers and directors as a group (6 persons) 22,008 0.2%

4,369,773 4.2%

Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all ordinary shares beneficially owned by them.

Consists of (i) 446,826 shares held of record by Mr.

(ii) 539,867 shares held of record by Cane Capital, LLC, for which Mr.

Knitowski serves as president;

(iii) 12,000 shares held of record by Curo Capital Appreciation Fund I, LLC (Fund 1), for which Mr.

Knitowski serves as co-president;

(iv) 20,000 shares held of record by Curo Capital Appreciation Fund I, LLC (Fund 2), for which Mr.

Knitowski serves as co-president;

(v) 11,750 shares held of record by Curo Capital Appreciation Fund I, LLC (Fund 3), for which Mr.

Knitowski serves as co-president;

(vi) 1,972 shares held of record by Knitowski Childrens Trust, for which Mr.

Knitowski serves as president;

(vii) 78,876 shares subject to vesting for restricted stock units within 60 days of February 28, 2023 and (viii) 233,886 shares subject to options exercisable and vested.

Consists of (i) 280,444 shares held of record by Mr.

and (ii) 160,650 shares subject to options exercisable and vested.

Consists of (i) 26,186 shares held of record by Mr.

Consists of (i) 131,326 shares held of record by Mr.

(ii) 19,150 shares subject to vesting for restricted stock units within 60 days of February 28, 2023

Consists of (i) 441,085 shares held of record by Mr.

(ii) 229,500 shares subject to options exercisable and vested.

Consists of (i) 22,817 shares held directly by Mr.

(ii) 555,007 shares held of record by Wavemaker Partners II LP (f/k/a Siemer Ventures II LP), for which Mr.

Manlunas serves as managing partner;

(iii) 329,037 shares held of record by Kmeleon International Limited, for which Mr.

Manlunas serves as managing partner;

(iv) 184,296 shares held of record by Wavemaker Phunware Partners LP, for which Mr.

Manlunas serves as managing partner;

and (v) 164,386 shares held of record by Wavemaker Partners III LP, for which Mr.

Manlunas serves as managing partner.

The address for these entities is 1438 Ninth Street, Suite 600, Santa Monica, CA 90401.

Consists of 286,236 shares held directly by Ms.

Consists of 171,326 shares held directly by Mr.

(ii) 19,150 shares subject to vesting for restricted stock units within 60 days of February 28, 2023

Consists of 4,000 shares held directly by Mr.

Consists of (i) 3,628,561 shares held of record by our current directors and executive officers, (ii) 624,036 shares subject to options exercisable and vested, and (iii) 117,176 shares subject to vesting for restricted stock units within 60 days of February 28, 2023.

Certain Relationships and Related Transactions, and Director Independence.

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Related Person Transactions

The following is a summary of our related party transactions since January 1, 2023.

Confidential Transition, Consulting and General Release Agreement with Russell Buyse .

On October 25, 2023, the Company entered into a Confidential Transition, Consulting and General Release Agreement with Russell Buyse.

The transition agreement provided that Mr.

Buyse's employment as chief executive officer terminated effective the same date.

Furthermore, effective on October 26, 2023, Mr.

Buyse freely and voluntarily resigned his position as a director of the Board.

The Company and Mr.

Buyse agreed that from the period of October 26, 2023 and continuing through November 10, 2023, Mr.

Buyse would serve as a consultant to the Company.

The Company and Mr.

Buyse both agreed to a mutual general release, which excludes certain specified types of claims.

Buyse also agreed to certain restrictive covenants, including confidentiality, non-compete and non-solicitation provisions.

As compensation for his service as a consultant during the period noted above, Mr.

Buyse received aggregate gross compensation of $40,000, less applicable withholdings, payable in four (4) bi-monthly installments of $10,000, beginning October 31, 2023 and concluding on December 15, 2023.

The Company will also reimburse Mr.

Buyse for continuation coverage under the Company's group health plan in accordance with COBRA through March 31, 2024.

During the course of his employment with the Company, Mr.

Buyse was awarded a grant of restricted stock units.

As of the October 25, 2023, Mr.

Buyse had approximately 29,412 unvested restricted stock units (adjusted for reverse stock split) pursuant to the grant with original vesting commencing on December 28, 2023 and concluding on December 28, 2025.

As additional compensation under the transition agreement, the Company modified the vesting schedule with respect to the unvested portion of Mr.

Buyse's restricted stock unit award, such that 10,000 restricted stock units vested on October 25, 2023 and 10,000 restricted stock units vested of November 30, 2023.

The balance, 9,412 restricted stock units terminated.

Confidential Transition, Consulting and General Release Agreement with Matt Aune .

On June 2, 2023, the Company entered into a Confidential Transition, Consulting and General Release Agreement with Matt Aune.

The separation agreement with Mr.

Aune provided that he would cease as the Company’s Chief Financial Officer as of June 2, 2023 and his employment terminated with the Company effective June 30, 2023.

The Company and Mr.

Aune agreed that from the period of the July 1, 2023 and continuing through December 31, 2023, Mr.

Aune would provide certain additional transitional services to the Company.

In exchange for Mr.

Aune's performance of obligations to the Company under the terms of the separation agreement, including a general release of claims which excludes certain specified types of claims, Mr.

Aune received severance consisting of (i) six months of his continued base salary (in the aggregate amount of $175,000), which commenced on July 1, 2023 and concluded on December 31, 2023, in bi-monthly installments and in accordance with the Company’s general payroll policies,

less applicable taxes and withholdings, (ii) the Company paid continuation coverage under the Company’s group health plan in accordance with COBRA for Mr.

Aune, his spouse and his dependents, through December 31, 2023, and (iii) accelerated vesting of 2,647 restricted stock units (adjusted for reverse stock split), which vested on June 30, 2023.

In exchange for Mr.

Aune’s continued service as an advisor through December 31, 2023, Mr.

Aune received accelerated vesting of any then-remaining unvested restricted stock units on December 31, 2023.

Confidential Separation and General Release Agreement with Matt Lull .

On May 30, 2023, the Company entered into a Confidential Separation and General Release Agreement with Matt Lull.

The separation agreement provides that Mr.

Lull's employment with the Company terminated effective May 29, 2023.

The Company and Mr.

Lull agreed that from the period of May 29, 2023 and continuing through August 31, 2023, Mr.

Lull would serve as a special advisor to the Company.

The Company and Mr.

Lull both agreed to a mutual general release, which excludes certain specified types of claims.

Lull also agreed to certain restrictive covenants, including confidentiality, non-compete and non-solicitation provisions.

As compensation for his service as a special advisor, Mr.

Lull received aggregate gross cash compensation of $105,000, less applicable withholdings, of which $50,000 was paid on June 15, 2023, $12,500 was paid on each of July 15, 2023 and August 15, 2023 and $7,500 was payable in monthly installments beginning on September 15, 2023 and concluding on December 15, 2023.

The Company also reimbursed Mr.

Lull for continuation coverage under the Company's group health plan in accordance with COBRA through December 31, 2023.

As additional compensation under the separation agreement, the Company accelerated the vesting of 4,375 restricted stock units (adjusted for reverse stock split), which vested on June 1, 2023, and 2,917 unvested restricted stock units (adjusted for reverse stock split), terminated in accordance with the Company's 2018 Equity Incentive Plan.

Confidential Transition, Consulting and General Release Agreement with Alan Knitowski .

On December 13, 2022, the Company entered into a Confidential Transition, Consulting and General Release Agreement (the "Transition Agreement") with Alan Knitowski.

On December 13, 2022, the Company entered into a Confidential Transition, Consulting and General Release Agreement with Alan Knitowski.

The transition agreement provides that Mr.

Knitowski's employment terminated effective on the December 27, 2022 (the "Separation Date") .

Furthermore, effective the Separation Date, Mr.

Knitowski freely and voluntarily resigned his position as a director of the Company's board of directors.

Knitowski's employment terminated effective on the December 27, 2022.

Furthermore, effective on December 27, 2022, Mr.

Knitowski freely and voluntarily resigned his position as a director of the Board.

The Company and Mr.

Knitowski have agreed that from the period of the Separation Date and continuing through December 31, 2023 (the "Services Period"), Mr.

Knitowski serves as a special advisor to the Company.

Knitowski agreed that from the period of December 27, 2022 and continuing through December 31, 2023, Mr.

Knitowski would serve as a special advisor to the Company.

The Company and Mr.

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Knitowski also agreed to certain restrictive covenants, including confidentiality, non-compete and non-solicitation provisions.

As compensation for his service as a special advisor during the Services Period, Mr.

Knitowski will receive aggregate gross compensation of $225,000, less applicable withholdings, payable in twelve (12) monthly installments of $18,750 (the "Monthly Installment Payment"), beginning January 31, 2023.

The Monthly Installment Payment may be made in the form of cash, Bitcoin or the issuance of common stock of the Company, in the Company's sole discretion.

The Company will also reimburse Mr.

As compensation for his service as a special advisor during the period noted above, Mr.

Knitowski received aggregate gross compensation of $225,000, less applicable withholdings, paid in twelve (12) monthly installments of $18,750, beginning January 31, 2023.

The monthly installment payments were made in the form of cash and issuance of common stock of the Company.

The Company also reimbursed Mr.

Knitowski for continuation coverage under the Company's group health plan in accordance with COBRA through December 31, 2023.

During the course of his employment with the Company, Mr.

Knitowski was awarded a certain number of grants of restricted stock units pursuant to the Company's 2018 Equity Incentive Plan (the "Knitowski Grants").

As of the Separation Date, Mr.

Knitowski had approximately 473,263 unvested restricted stock units under the Knitowski Grants.

The Knitowski Grants were made at multiple occurrences, each of which contained various vesting share amounts on various dates, with the last vesting period scheduled to occur in May 2025.

As additional compensation under the Transition Agreement, the Company modified the vesting schedule with respect to the unvested portion of restricted stock units under the Knitowski Grants, such that 39,438 restricted stock units will vest on each of the last day of each month from January 2023 through November 2023 and 39,445 restricted stock units will vest on December 31, 2023.

Assumed Payables.

The Company assumed $255,000 in payables from Stellar for Nautilus Energy Management Corporation, an affiliate of Mr.

Syllantavos, who served as a member of our board until December 2, 2021.

On December 29, 2021, we paid $170,917 in full satisfaction of the outstanding payable.

Promissory Notes.

On November 15, 2019, the Company issued a promissory note in the principal amount of $195,000, in exchange for cash consideration, to Cane Capital, LLC, an entity owned in part by Alan S.

Knitowski, who at the time of issuance served as the Company’s Chief Executive Officer and a member of its board of directors.

On October 27, 2021, we paid the note in full with no early payment penalty.

Knitowski was awarded a certain number of grants of restricted stock units.

As of the December 27, 2022, Mr.

Knitowski had approximately 9,466 unvested restricted stock units (adjusted for reverse stock split), under multiple awards, each of which contained various vesting share amounts on various dates, with the last vesting period scheduled to occur in May 2025.

As additional compensation under the transition agreement, the Company modified the vesting schedule with respect to the unvested portion of Mr.

Knitowski's restricted stock units, such that 789 restricted stock units vested on each of the last day of each month from January 2023 through December 2023.

Director Independence

Our common stock and warrants to purchase our common stock are listed on Nasdaq.

Our common stock is listed on Nasdaq.

Under the rules of Nasdaq, independent directors must comprise a majority of a listed company’s board of directors.

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In order to be considered independent for purposes of Rule 10A-3 and Rule 10C-1, a member of an audit committee or compensation committee of a listed company may not, other than in his or her capacity as a member of the committee, the board of directors, or any other board committee:

(1) accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries;

(1) accept, directly or indirectly, any consulting, advisory, or other

compensatory fee from the listed company or any of its subsidiaries;

or (2) be an affiliated person of the listed company or any of its subsidiaries.

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As a result of this review, we determined that Messrs.

Stephen Chen, Ryan Costello, Eric Manlunas and Rahul Mewawalla and Ms.

Kathy Tan Mayor, representing five of our six directors, are considered “independent directors” as defined under the applicable rules and regulations of the SEC and the listing requirements and rules of Nasdaq.

Stephen Chen, Elliott Han and Rahul Mewawalla, representing three of our four directors, are considered “independent directors” as defined under the applicable rules and regulations of the SEC and the listing requirements and rules of Nasdaq.

Board Leadership Structure / Lead Independent Director

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The Chair of our Board and our Chief Executive Officer roles are separate.

Buyse serves as our Chief Executive Officer and Mr.

Costello serves as Chair of our Board.

Snavely serves as our Chief Executive Officer and Stephen Chen serves as Chair of our Board.

This structure enables each person to focus on different aspects of company leadership.

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Our independent directors bring experience, oversight and expertise from outside of Phunware, while Mr.

Buyse brings company-specific experience and expertise.

Snavely brings company-specific experience and expertise.

Limitation on Liability and Indemnification Matters

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In addition to the indemnification required in our certificate of incorporation and amended and restated bylaws, we have entered into an indemnification agreement with each member of our board of directors.

director, officer, employee, agent or fiduciary of our company, or any of our subsidiaries, by reason of any action or inaction by them while serving as a director, officer, employee, agent or fiduciary, or by reason of the fact that they were serving at our request as a director, officer, employee, agent or fiduciary of another entity.

These agreements provide for the indemnification of our directors, officers and some employees for certain expenses and liabilities incurred in connection with any action, suit, proceeding or alternative dispute resolution mechanism, or hearing, inquiry or investigation that may lead to the foregoing, to which they are a party, or are threatened to be made a party, by reason of the fact that they are or were a director, officer, employee, agent or fiduciary of our company, or any of our subsidiaries, by reason of any action or inaction by them while serving as a director, officer, employee, agent or fiduciary, or by reason of the fact that they were serving at our request as a director, officer, employee, agent or fiduciary of another entity.

In the case of an action or proceeding by or in the right of our company or any of our subsidiaries, no indemnification will be provided for any claim where a court determines that the indemnified party is prohibited from receiving indemnification.

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Moreover, a stockholder’s investment may be harmed to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

There is no pending litigation or proceeding naming any of our directors or officers as to which indemnification is being sought, nor are we aware of any pending or threatened litigation that may result in claims for indemnification by any director or officer.

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001-37862) filed with the SEC on January 2, 2019).

4.1 Specimen common stock certificate of the Registrant (Incorporated by reference to Exhibit 4.3 of Stellar’s Form S-4/A (File No.

333-224227), filed with the SEC on November 6, 2018).

4.2 Form of Unit Purchase Option between Maxim Group LLC and the Registrant (Incorporated by reference to Exhibit 4.5 of the Registrant's Form S-1/A (File No.

333-212377) filed with the SEC on August 15, 2016).

4.3 Warrant Agreement, dated August 18, 2016, between Continental Stock Transfer & Trust Company and the Registrant (Incorporated by reference to Exhibit 4.1 of the Registrant’s Form 8-K (File No.

001-37862), filed with the SEC on August 24, 2016).

4.4 Second Amended and Restated Sponsor Warrant Purchase Agreement, dated August 12, 2016 among the Registrant and certain security holders (Incorporated by reference to Exhibit 10.9 of the Registrant’s Form S-1/A (File No.

333-212377), filed with the SEC on August 15, 2016).

4.5 Registration Rights Agreement, dated August 18, 2016, between the Registrant and certain security holders (Incorporated by reference to Exhibit 10.2 of the Registrant’s Form 8-K (File No.

001-37862), filed with the SEC on August 24, 2016).

4.6 Form of Securities Subscription Agreement, dated January 29, 2016, among the Registrant and certain security holders (Incorporated by reference to Exhibit 10.7 of the Registrant’s Form S-1 (File No.

333-212377), filed with the SEC on June 30, 2016).

4.7 Amended and Restated Investors’ Rights Agreement, as amended, between Phunware, Inc.

and certain holders of Phunware, Inc.’s capital stock named therein (Incorporated by Reference to Exhibit 4.7 of the Registrant’s Form S-1 (File No.

3.4 Certificate of Amendment to the Certificate of Incorporation filed February 23, 2024 (Inccorporated by reference to Exhibit 3.1 of the Registrant's Form 8-K (File No.

00-37862) filed with the SEC on February 28, 2024.)

4.8 Form of Warrant to Purchase Shares of Series F Preferred Stock and Phuncoins of Phunware, Inc.

(Incorporated by reference to Exhibit 10.22 of the Registrant’s Form S-4/A (File No.

333-224227), filed with the SEC on October 2, 2018) .

4.9 Securities Purchase Agreement, dated December 26, 2018, between the Stellar and the Purchaser, dated January 29, 2016, among Stellar and certain security holders (Incorporated by reference to Exhibit 10.9 of the Registrant’s Form 8-K (File No.

001-37862), filed with the SEC on January 2, 2019).

4.10 Registration Rights Agreement, dated December 26, 2018, between the Stellar and the Purchaser, dated January 29, 2016, among Stellar and certain security holders (Incorporated by reference to Exhibit 10.10 of the Registrant’s Form 8-K (File No.

001-37862), filed with the SEC on January 2, 2019).

4.11 Form of Convertible Promissory Note (Incorporated by reference to Exhibit 4.1 of the Registrant's Form 8-K (File No.

001-37862), filed with the SEC on June 5, 2019.)

4.12 Form of Promissory Note (Incorporated by reference to Exhibit 4.1 of the Registrant's Form 8-K (File No.

4.1 Specimen common stock certificate of the Registrant (Incorporated by reference to Exhibit 4.3 of Stellar’s Form S-4/A (File No.

333-224227), filed with the SEC on November 6, 2018).

4.13 Form of Note, dated April 9, 2020, between the Company and JPMorgan Chase (Incorporated by reference to Exhibit 4.1 of the Registrant ' s Form 8-K filed with the SEC on April 16, 2020.

4.14 Form of Senior Convertible Note, dated March 20, 2020, between the Company and Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B (Incorporated by reference to Exhibit 4.1 of the Registrant ' s Form 8-K filed with the SEC on March 23, 2020).

4.2 Description of Securities (Incorporated by reference to Exhibit 4.15 of the Registrant's Form 10-K (File No.

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333-224227), filed with the SEC on April 11, 2018).

10.4 Property Lease commencing on November 1, 2011 with HUB Properties Trust for premises located at 7800 Shoal Creek Blvd., Suite-230S, Austin, TX 78757, as amended by First Amendment to Property Lease dated September 6, 2012, and Second Amendment to Property Lease dated July 3, 2013 (Incorporated by reference to Exhibit 10.16 of the Registrant’s Form S-4 (File No.

333-224227), filed with the SEC on April 11, 2018).

10.5 Factoring Agreement with CSNK Working Capital Finance Corp d/b/a Bay View Funding dated June 14, 2016, as amended by Amendment No.

1 to Factoring Agreement dated June 22, 2016 (Incorporated by reference to Exhibit 10.17 of the Registrant’s Form S-4 (File No.

333-224227), filed with the SEC on April 11, 2018).

10.4 Form of Token Rights Agreement (Incorporated by reference to Exhibit 10.23 of the Registrant’s Form S-4/A (File No.

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001-37862) filed with the SEC on June 5, 2019).

10.9 Form of Note Purchase Agreement (Incorporated by reference to Exhibit 10.1 of the Registrant's Form 8-K (File No.

001-37862) filed with the SEC on November 21, 2019).

10.7 Form of Cryptocurrency Payment Agreement (Incorporated by reference to Exhibit 10.2 of the Registrant's Form 8-K (File No.

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10.12 Office Sublease between the Company and Bangarang Enterprises LLC d/b/a Gander Group dated effective as of March 16, 2021 (Incorporated by Reference to Exhibit 10.1 of the Registrant's Form 8-K filed with the SEC on March 19, 2021).

10.13 Lease agreement and first amendment thereto dated March 2013 and May 18, 2018, respectively, between the Company and 3050 Biscayne Properties, LLC (Incorporated by reference to Exhibit 10.5 of the Registrant's Form 10-Q (File No.

001-37862), filed with the SEC on August 13, 2019).

10.14 Lease agreement dated October 1, 2014, between the Company and Promontory Associates, GP (Incorporated by reference to Exhibit 10.4 of the Registrant's Form 10-Q (File No.

001-37862), filed with the SEC on August 13, 2019).

10.15 First amendment to Lease dated November 12, 2019, between the Company and Promontory Associates (Incorporated by reference to Exhibit 10.3 of the Registrant's Form 10-Q (File No.

001-37862), filed with the SEC on November 14, 2019).

10.16 Third amendment to Lease dated August 20, 2019, between the Company and Seamless Shoal Creek, LLC (Incorporated by reference to Exhibit 10.2 of the Registrant's Form 10-Q (File No.

001-37862), filed with the SEC on November 14, 2019).

10.13+ Employment Agreement between the Registrant and Alan Knitowski (Incorporated by reference to Exhibit 10.2 of the Registrant’s Form 8-K (File No.

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001-37862), filed with the SEC on January 2, 2019).

10.21 Form of Securities Purchase Agreement, dated March 19, 2020 (Incorporated by reference to Exhibit 10.1 of the Registrant ' s Form 8-K filed with the SEC on March 23, 2020).

10.22 Form of Registration Rights Agreement, dated March 20, 2020 (Incorporated by reference to Exhibit 10.1 of the Registrant's Form 8-K filed with the SEC on March 23, 2020).

10.23 Form of Security Purchase Agreement, dated July 14, 2020, between the Company and Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B (Incorporated by reference to Exhibit 10.1 of the Registrant’s Form 8-K filed with the SEC on July 16, 2020).

10.24 Form of Series A Senior Convertible Note , dated July 15, 2020, between the Company and Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B (Incorporated by reference to Exhibit 10.2 of the Registrant’s Form 8-K filed with the SEC on July 16, 2020).

10.25 Form of Series B Senior Convertible Note, dated July 15, 2020, between the Company and Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B (Incorporated by reference to Exhibit 10.3 of the Registrant’s Form 8-K filed with the SEC on July 16, 2020).

10.26 Form of Note Purchase Agreement , dated July 14, 2020, between the Company and Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B (Incorporated by reference to Exhibit 10.4 of the Registrant’s Form 8-K filed with the SEC on July 16, 2020).

10.27 Form of Secured Promissory Note, dated July 14, 2020, between the Company and Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B (Incorporated by reference to Exhibit 10.5 of the Registrant’s Form 8-K filed with the SEC on July 16, 2020).

10.28 Form of Master Netting Agreement, dated July 15, 2020, between the Company and Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B (Incorporated by reference to Exhibit 10.6 of the Registrant’s Form 8-K filed with the SEC on July 16, 2020).

10.29 Form of Warrant to Purchase Common Stock, dated July 15, 2020, between the Company and Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B (Incorporated by reference to Exhibit 10.7 of the Registrant’s Form 8-K filed with the SEC on July 16, 2020).

10.30 Form of Registration Rights Agreement, dated July 15, 2020, between the Company and Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B (Incorporated by reference to Exhibit 10.8 of the Registrant’s Form 8-K filed with the SEC on July 16, 2020).

10.31 At-The-Market Issuance Sales Agreement, by and between Phunware, Inc.

Ascendiant Capital Markets, LLC, dated August 14, 2020 (Incorporated by reference to Exhibit 10.1 of the Registrant's Form 8-K filed with the SEC on August 14, 2020).

10.32 Settlement Agreement and Mutual General Release, dated October 9, 2020, between the Company, Uber Technologies, Inc., and certain Individual Defendants (Incorporated by reference to Exhibit 10.12 of the Registrant's Form 10-Q (File No.

001-37862), filed with the SEC on November 12, 2020).

10.33 Underwriting Agreement, dated February 12, 2021 by and among Northland Securities, Inc., Roth Capital Partners, LLC and Phunware, Inc.

(Incorporated by Reference to Exhibit 1.1 of the Registrant's Form 8-K filed with the SEC on February 16,2021).

10.17 At Market Issuance Sales Agreement by and between Phunware, Inc.

Riley Securities, Inc., dated April 7, 2021 (Incorporated by Reference to Exhibit 10.1 of the Registrant's Form 8-K (File No.

001-37862), filed with the SEC on April 7, 2021).

10.35 At Market Issuance Sales Agreement by and between Phunware, Inc.

and HC Wainwright & Co., LLC dated January 31, 2022 (Incorporated by reference to Exhibit 1.2 of the Registrant's Form S-3 (File No.

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and Streeterville Capital, LLC (incorporated by reference to Exhibit 10.1 of the Registrant's Form 8-K filed with the SEC on October 19, 2021).

10.37 Stock Purchase Agreement dated September 10, 2021, between Phunware, Inc.

and Caleb Borgstrom (incorporated by reference to Exhibit 2.1 of the Registrant’s Form 8-K filed with the SEC on September 13, 2021).

10.19 Lease Agreement, dated March 15, 2022, between Phunware, Inc.

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001-37862) filed with the SEC on March 18, 2022).

10.20 Lease Termination Agreement, dated November 9, 2023, between Phunware, Inc.

and Jonsson ATX Warehouse, LLC (Incorporated by reference to Exhibit 10.5 of the Registrant's Form 10 - Q (File No.

001-37862) filed with the SEC on November 13, 2023.)

10.21 Lease Agreement, dated June 3, 2022, between Phunware, Inc.

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10.26+ Amended and Restated Employment Agreement by and between Phunware, Inc.

and Matt Lull.

and Matt Lull (Incorporated by reference to Exh i bit 10.44 of the Registrant's Form 10- K (File no.

001-37862), filed with the SEC on March 31, 2023) .

10.27+ Amended and Restated Employment Agreement by and between Phunware, Inc.

and Chris Olive.

and Chris Olive (Incorporated by reference to Exhibit 10.45 of the Registrants Form 10-K ( File No.

001 -37862 ), filed with the SEC on M arch 31, 2023 ) .

10.28+ Confidential Executive Employment Agreement by and between Phunware, Inc.

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001-37862) filed with the SEC on December 16, 2022).

10.30+ Phunware, Inc.

2022 Inducement Plan (Incorporated by reference to Exhibit 10.1 of the Registrant's Form 8-K (File No.

001-37862), filed with the SEC on January 6, 2023).

10.31+ Phunware, Inc.

2023 Inducement Plan (Incorporated by reference to Exhibit 10.6 of the Registrant's Form 10-Q (File No.

001-37862) filed with the SEC on Nov em ber 13, 2023 ).

10.32+* Phunware, Inc.

2023B Inducement Plan.

10.33+ Confidential Employment Agreement by and between Phunware, Inc.

and Troy Reisner dated June 2, 2023 (Incorporated by reference to Exhibit 10.1 of the Registrant's Form 8-K (File No.

001-37862), filed with the SEC on June 2, 2023).

10.34+ Confidential Separation, Transition, and General Release Agreement by and between Phunware, Inc.

and Matt Aune dated June 2, 2023.

(Incorporated by reference to Exhibit 10.1 of the Registrant's Form 8-K (File No.

001-37862), filed with the SEC on June 8, 2023).

10.35 Purchase Agreement, dated August 22, 2023, by and between Phunware, Inc.

and Lincoln Park Capital Fund, LLC (Incorporated by reference to Exhibit 10.1 of the Registrant's Form 8-K (File No.

001-37862), filed with the SEC on August 23, 2023).

10.36 Registration Rights Agreement, dated as of August 22, 2023, by and between Phunware, Inc.

and Lincoln Park Capital Fund, LLC (Incorporated by reference to Exhibit 10.2 of the Registrant's Form 8-K (File No.

001-37862), filed with the SEC on August 23, 2023).

10.37+ Confidential Employment Agreement by and between Phunware, Inc.

and Mike Snavely dated September 5, 2023 (Incorporated by reference to Exhibit 10.1 of the Registrant's Form 8-K (File No.

001-37862), filed with the SEC on September 8, 2023).

10.38+ Confidential Separation, Consulting and General Release Agreement by and between Phunware, Inc.

and Russell Buyse dated October 25, 2023 (Incorporated by reference to Exhibit 10.1 of the Registrant's Form 8-K (File No.

001-37862), filed with the SEC on October 26, 2023).

10.39+ Confidential Employment Agreement by and between Phunware, Inc.

and Mike Snavely dated October 25, 2023 (Incorporated by reference to Exhibit 10.2 of the Registrant's Form 8-K (File No.

001-37862), filed with the SEC on October 26, 2023).

10.40 Acknowledgement and Agreement effective December 6, 2023 by and between Phunware, Inc.

and Streeterville Capital, LLC.

(Incorporated by reference to Exhibit 10.4 of the Registrant's Form 8-K (File No.

001-37862), filed with the SEC on December 6, 2023).

10.41 Form of Securities Purchase Agreement dated as of December 7, 2023 (Incorporated by reference to Exhibit 10.1 of the Registrant's Form 8-K (File No.

001-37862), filed with the SEC on December 11, 2023).

10.42 Placement Agency Agreement dated December 7, 2023, by and between Phunware, Inc.

and Roth Capital Partners, LLC (Incorporated by reference to Exhibit 10.2 of the Registrant's Form 8-K (File No.

001-37862), filed with the SEC on December 11, 2023).

10.43 Form of Securities Purchase Agreement dated as of January 16, 2024 (Incorporated by reference to Exhibit 10.1 of the Registrant's Form 8-K (File No.

001-37862), filed with the SEC on January 18, 2024).

10.44 Placement Agency Agreement dated January 16, 2024, by and between Phunware, Inc.

and Roth Capital Partners, LLC (Incorporated by reference to Exhibit 10.2 of the Registrant's Form 8-K (File No.

001-37862), filed with the SEC on January 18, 2024).

10.45 Form of Securities Purchase Agreement dated as of January 18, 2024 (Incorporated by reference to Exhibit 10.1 of the Registrant's Form 8-K (File No.

001-37862), filed with the SEC on January 23, 2024).

10.46 Placement Agency Agreement dated January 16, 2024, by and between Phunware, Inc.

and Roth Capital Partners, LLC (Incorporated by reference to Exhibit 10.2 of the Registrant's Form 8-K (File No.

001-37862), filed with the SEC on January 23, 2024).

10.47 Form of Securities Purchase Agreement dated as of February 7, 2024 (Incorporated by reference to Exhibit 10.1 of the Registrant's Form 8-K (File No.

001-37862), filed with the SEC on February 9, 2024).

10.48 Placement Agency Agreement dated February 7, 2024, by and between Phunware, Inc.

and Roth Capital Partners, LLC (Incorporated by reference to Exhibit 10.2 of the Registrant's Form 8-K (File No.

001-37862), filed with the SEC on February 9, 2024).

14.1 Code of Business Conduct and Ethics as of December 26, 2018 (Incorporated by reference to Exhibit 14.1 of the Registrant's Form 10-K (File No.

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Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

97.1* Executive Incentive Compensation Recoupment Policy

101.INS XBRL Instance Document*

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March 15, 2024 By:

/s/ Russell Buyse

/s/ Michael Snavely

Chief Executive Officer

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March 15, 2024 By:

/s/ Matt Aune

/s/ Troy Reisner

Chief Financial Officer

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POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Russell Buyse and Matt Aune, and each of them, as his or her true and lawful attorney-in-fact and agent with full power of substitution, for him or her in any and all capacities, to act on, sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact, proxy, and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, proxy and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael Snavely and Troy Reisner, and each of them, as his or her true and lawful attorney-in-fact and agent with full power of substitution, for him or her in any and all capacities, to act on, sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact, proxy, and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, proxy and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature Title Date

/s/ Russell Buyse Chief Executive Officer and Director March 31, 2023

Russell Buyse (Principal Executive Officer)

/s/ Matt Aune Chief Financial Officer March 31, 2023

Matt Aune (Principal Accounting and Financial Officer)

/s/ Michael Snavely Chief Executive Officer and Director March 15, 2024

Michael Snavely

(Principal Executive Officer)

/s/ Troy Reisner Chief Financial Officer March 15, 2024

(Principal Accounting and Financial Officer)

/s/ Stephen Chen Director March 15, 2024

/s/ Ryan Costello Director March 31, 2023

Ryan Costello

/s/ Eric Manlunas Director March 31, 2023

Eric Manlunas

/s/ Kathy Tan Mayor Director March 31, 2023

Kathy Tan Mayor

/s/ Elliot Han Director March 15, 2024

/s/ Rahul Mewawalla Director March 15, 2024

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures