Exhibit 107
Calculation of Filing Fee Tables
Form S-8
(Form Type)
Varonis Systems, 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) | Proposed Maximum Offering Price per Unit(2) | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | |||||||||||||||
| Equity | Common stock, par value $0.001 per share | Other (2) | 9,634,993 | (3) | $ | 46.77 | $ | 450,628,623 | $147.60 per $1,000,000 | $ | 66,512.78 | |||||||||||
| Total Offering Amounts | $ | 450,628,623 | $147.60 per $1,000,000 | $ | 66,512.78 | |||||||||||||||||
| Total Fee Offsets(4) | — | |||||||||||||||||||||
| Net Fee Due | $ | 66,512.78 | ||||||||||||||||||||
| (1) | Pursuant to Rule 416(a) under 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, par value $0.001 per share (“Common Stock”), that may become issuable under the terms of the registrant’s Amended and Restated 2023 Omnibus Equity Incentive Plan (the “A&R 2023 Incentive Plan”) by reason of any share split, share dividend, recapitalization or other similar transaction effected without the registrant’s receipt of consideration which results in an increase in the number of the outstanding shares of Common Stock. |
| (2) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h) under the Securities Act, based on the average of the high and low sales prices of the Common Stock on the Nasdaq Global Select Market on July 25, 2024. |
| (3) | Represents shares reserved for issuance under the A&R 2023 Incentive Plan. For more information, see the “Explanatory Note” to this registration statement. |
| (4) | The registrant does not have any fee offsets to claim. |
