|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|
|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|
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.
|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.|
Based upon the average of the high and low prices of the registrant's common stock on February 3, 2022.