Calculation of Filing Fee Tables

FORM S-3

(Form Type)

PHUNWARE, INC.

(Exact Name of Registrant as Specified in its Charter)

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Security Type

Security Class Title

Fee Calculation or Carry Forward Rule

Amount Registered(1) (2)

Proposed Maximum Offering Price Per Unit(3)

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 issuable upon exercise of an outstanding Warrant to Purchase Common Stock

457(c)

4,200,000

$2.3775

$9,985,500

$92.70

$925.66

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

$9,985,500

$925.66

Total Fees Previously Paid

$—

Total Fees Offset

$—

Net Fee Due

$925.66

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(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 to be offered or issued from stock splits, stock dividends or similar transactions with respect to the shares being registered.
(2)			Represents 250% of the shares issuable upon exercise of a Warrant to Purchase Common Stock with an exercise price of $2.25 per share pursuant to a limited waiver of “Piggyback Registration Rights” entered into between Phunware, Inc. and the warrant holder on February 1, 2022.
(3)			Based upon the average of the high and low prices of the registrant's common stock on February 3, 2022.