11,111,111 Shares1 Phunware, Inc. Common Stock, $0.0001 par value per share UNDERWRITING AGREEMENTUnderwriting Agreement • February 16th, 2021 • Phunware, Inc. • Services-computer processing & data preparation • New York
Phunware, Inc., a Delaware corporation (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 11,111,111 shares (the “Firm Shares”) of Common Stock, $0.0001 par value per share (the “Common Stock”), of the Company. The Firm Shares consist of authorized but unissued shares of Common Stock to be issued and sold by the Company. The Company also has granted to the Underwriters an option to purchase up to 1,666,666 additional shares of Common Stock on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Purchase Agreement are herein collectively called the “Securities”. Notwithstanding anything to the contrary herein, the number of shares of the Securities shall not exceed 19.9% of the issued and outstanding securities prior to the offering.
