On October 25, 2023, Phunware, Inc. (the "Company") entered into a Confidential Separation, Consulting and General Release Agreement (the "Separation Agreement") with Russell Buyse, the Company's Chief Executive Officer. The Separation Agreement provides that Mr. Buyse's employment with the Company terminated effective October 25, 2023 (the "Separation Date"). The Company and Mr. Buyse have agreed that from the period of the Separation Date and continuing through November 10, 2023 (the "Services Period"), Mr. Buyse will serve as a consultant to the Company.

The Separation Agreement provides for a mutual general release, which excludes certain specified types of claims. Mr. Buyse also agreed to certain restrictive covenants, including confidentiality, non-compete and non-solicitation provisions. Also, effective October 26, 2023, Mr. Buyse resigned as a member of Board of Directors (the "Board"). Mr. Buyse's resignation from the Board is not due to any disagreement with the Company, its management, the Board or any committee thereof, or with respect to any matter relating to the Company's operations, policies or practices.

On October 25, 2023, the Board appointed the Company's Chief Revenue Officer, Mr. Michael Snavely, age 55, as Chief Executive Officer. In connection therewith, the Company entered into a Confidential Executive Employment Agreement (the "Employment Agreement") with Mr. Snavely to serve as Chief Executive Officer of the Company effective the same date. The Employment Agreement has an indefinite term, subject to termination by either party.

The Company or Mr. Snavely may terminate the Employment Agreement at any time with or without cause, provided that Mr. Snavely shall provide at least thirty (30) days? written notice to the Company if without good reason. The Employment Agreement includes non-competition and non-solicitation covenants applicable during and for the 24-month period following Mr. Snavely?s employment.

On October 26, 2023, Kathy Tan Mayor notified the Company of her voluntary resignation from the Board and Audit, Compensation and Nominating and Corporate Governance Committees of the Board, effective immediately. Ms. Mayor served as Chairperson of the Compensation Committee. Ms. Mayor's resignation is not due to any disagreement with the Company, its management, the Board or any committee thereof, or with respect to any matter relating to the Company's operations, policies or practices.

As a result of Ms. Mayor's resignation, the Board appointed Ryan Costello to the Audit Committee and Nominating and Corporate Governance Committees and Rahul Mewawalla to the Compensation Committee. Mr. Costello will serve as chairperson of the Compensation Committee.