Calculation of Filing Fee Tables

FORM S-8

(Form Type)

PHUNWARE, INC.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

			Security Type			Security Class Title			Fee Calculation Rule			Amount Registered(1)(3)			Proposed Maximum Offering Price (2)			Maximum Aggregate Offering Price			Fee Rate			Amount of Registration Fee
			Equity			2018 Plan Common Stock, par value $0.0001 per share			Rule 457(c) and 457(h)			7,265,830			$0.771			$5,601,954.93			$0.0001102			$617.34
			Equity			2018 ESPP Common Stock, par value $0.0001 per share			Rule 457(c) and 457(h)			818,824			$0.771			$631,313.30			$0.0001102			$69.57
			Equity			2022 Inducement Plan Common Stock, par value $0.0001 per share			Rule 457(c) and 457(h)			1,470,588			$0.771			$1,133,823.35			$0.0001102			$124.95
			Total Offering Amounts															$7,367,092						$811.86
			Total Fee Offsets																					$—
			Net Fee Due																					$811.86

(1)			Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s Common Stock that become issuable under the Registrant’s 2018 Plan, the Registrant's 2018 ESPP or the 2022 Inducement Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of Common Stock.
(2)			Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) and Rule 457(h)(1) promulgated under the Securities Act based on the average of the high $0.791 and low $0.751 sales prices of the Registrant’s Common Stock as reported on the Nasdaq Capital Market on December 30, 2022, which date is within five business day prior to the date of filing of this Registration Statement.
(3)			Represents (i) 5,157,666 shares of the Registrant's Common Stock reserved for future issuance under the 2018 Plan by reason of the automatic increase provision of the 2018 Plan, (ii) 2,108,164 shares of the Registrant's Common Stock reserved for future issuance under the 2018 Plan approved by the Registrant's stockholders at its 2022 Annual Meeting held on November 11, 2022, (iii) 818,824 shares of the Registrant's Common Stock reserved for future issuance under the 2018 ESPP by reason of the automatic increase provision of the 2018 ESPP and (iv) 1,470,588 shares of the Registrant's Common Stock reserved for future issuance under the 2022 Inducement Plan.