Calculation of Filing Fee Tables

FORM S-3

(Form Type)

PHUNWARE, INC.

(Exact Name of Registrant as Specified in its Charter)

Security Type

Security Class Title

Fee Calculation or Carry Forward Rule

Amount Registered(1) (2)

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

Carry Forward Form Type

Carry Forward File Number

Carry Forward Initial Effective Date

Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward

Newly Registered Securities

Fees to be Paid

Equity

Common Stock, par value $0.0001 per share

Equity

Preferred Stock, par value of $0.0001 per share

Other

Warrants to purchase Common Stock

Other

Units

Unallocated (Universal) Shelf

(2)

457(o)

N/A

N/A

$200,000,000

$92.70

$18,540

Fees Previously Paid

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

---

Carry Forward Securities

Carry Forward Securities

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

Total Offering Amounts

$200,000,000

$18,540

Total Fees Previously Paid

$—

Total Fees Offset

$—

Net Fee Due

$18,540

 

(1)			In accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall be deemed to cover an indeterminate number of additional shares of Common Stock to be offered or issued from stock splits, stock dividends or similar transactions.
(2)			There are being registered hereunder such indeterminate number of shares of Common Stock, such indeterminate number of shares of Preferred Stock, such indeterminate number of Warrants to purchase Common Stock and such indeterminate number of Units as shall have an aggregate initial offering price not to exceed $200,000,000. Any securities registered hereunder may be sold separately or in combination with the other securities registered hereunder.