Calculation of Filing Fee Tables

(Form Type)

(Exact Name of Registrant as Specified in its Charter)

Security TypeSecurity Class TitleFee Calculation or Carry Forward Rule
Amount Registered(1) (2)
Proposed Maximum Offering Price Per Unit(3)
Maximum Aggregate Offering PriceFee RateAmount of Registration FeeCarry Forward Form TypeCarry Forward File NumberCarry Forward Initial Effective DateFiling Fee Previously Paid In Connection with Unsold Securities to be Carried Forward
Newly Registered Securities
Fees to be PaidEquityCommon Stock, par value $0.0001 per share issuable upon exercise of an outstanding Warrant to Purchase Common Stock457(c)4,200,000
Fees Previously PaidN/AN/AN/AN/AN/AN/AN/AN/A
Carry Forward Securities
Carry Forward SecuritiesN/AN/AN/AN/AN/AN/AN/AN/AN/AN/AN/AN/A
Total Offering Amounts$9,985,500$925.66
Total Fees Previously Paid$925.66
Total Fees Offset$—
Net Fee Due$—

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.
 Calculated pursuant to Rule 457(c), solely for the purpose of computing the amount of the registration fee, on the basis of the average of the high and low prices of the registrant's common stock on February 3, 2022.
The registration fee was previously paid by the registrant in connection with the prior filing of this Registration Statement on Form S-3 (File No. 333-262625).