Exhibit 107
Calculation of Filing Fee Table
Form S-3
(Form Type)
Asure Software, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
| Security Type | Security Class Title | Fee Calculation or Carry Forward Rule | Amount Registered | Proposed Maximum Offering Price Per Share | Maximum Aggregate | Fee Rate | Amount of Registration Fee(3) | ||||||
| Fees to be Paid | Debt | Debt Securities | Rule 457(o) | ||||||||||
| Fees to be Paid | Equity | Preferred Stock, par value $0.01 per share | Rule 457(o) | ||||||||||
| Fees to be Paid | Equity | Common Stock, par value $0.01 per share | Rule 457(o) | ||||||||||
| Fees to be Paid | Other | Debt Warrants | Rule 457(o) | ||||||||||
| Fees to be Paid | Other | Equity Warrants | Rule 457(o) | ||||||||||
| Fees to be Paid | Other | Rights | Rule 457(o) | ||||||||||
| Fees to be Paid | Other | Units | Rule 457(o) | ||||||||||
| Fees Previously Paid | Unallocated (Universal) Shelf | Rule 457(o) | $150,000,000 | .0001476 | $22,140.00 | ||||||||
| Total Offering Amount | $150,000,000 | .0001476 | $22,140.00 | ||||||||||
| Total Fee Offsets | $16,365.00 | ||||||||||||
| Net Fee Due | $5,775.00 | ||||||||||||
(1) The proposed amount to be registered, maximum offering price per class of security and maximum aggregate offering price per class of security will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered hereunder.
(2) This registration statement covers such indeterminate number of shares of common stock, shares of preferred stock and an indeterminate amount of debt securities, warrants, rights and units of Asure Software, Inc., together having a maximum aggregate offering price not to exceed $150 million. The securities registered hereunder are to be issued from time to time at prices to be determined. In addition, pursuant to Rule 416 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), the shares being registered hereunder include such indeterminate number of shares of common stock as may be issuable with respect to the securities being registered hereunder as a result of stock splits, stock dividends or similar transactions.
(3) Calculated by multiplying the estimated proposed maximum aggregate offering price of the securities to be registered by 0.0001476.
Table 2 – Fee Offset Claims and Sources
| Registrant or Filer Name | Filing Form or Type | File Number | Initial Filing Date | Filing Date | Fee Offset Claimed(1) | Security Type Associated with Fee Offset Claimed | Security Title Associated with Fee Offset Claimed | Unsold Securities Associated with Fee Offset Claimed | Unsold Aggregate Offering Amount Associated with Fee Offset Claim | Fee Paid with Fee Offset Source | |
| Fee Offset Claims | Asure Software, Inc. | S-3 | 333-254138 | March 11, 2021 | $16,365.00 | (2) | Common Stock, par value $0.01 per share | (2) | $100,004,004 | ||
| Fee Offset Sources | Asure Software, Inc. | S-3 | 333-254138 | March 11, 2021 | $2,450.88 | ||||||
| Fee Offset Sources | Asure Software, Inc. | S-3 | 333-224068 | April 2, 2018 | $13,914.12 |
| (1) | In reliance on Rule 457(p) under the Securities Act. This registration statement includes an aggregate of $100,004,004 of unsold securities that were previously registered on registration statement on Form S-3 No. 333-254138 (the “2021 Registration Statement”), which expires on April 21, 2024. |
| (2) | The 2021 Registration Statement covered an indeterminate number of securities, having aa maximum aggregate offering price not to exceed $150 million and included the following types of securities: Debt Securities, Preferred Stock, par value $0.01 per share, Common Stock, par value $0.01 per share, debt warrants, equity warrants, rights and units. |
Table 3 – Combined Prospectus
| Security Type | Security Class Title | Amount of Securities Previously Registered(1) | Maximum Aggregate Offering Price of Securities Previously Registered(1) | Form Type | File Number | Initial Effective Date |
| Debt | Debt Securities | |||||
| Equity | Preferred Stock, par value $0.01 per share | |||||
| Equity | Common Stock, par value $0.01 per share | |||||
| Other | Debt Warrants | |||||
| Other | Equity Warrants | |||||
| Other | Rights | |||||
| Other | Units | |||||
| Total | $150,000,000 | S-3 | 333-254138 | April 21, 2021 |
| (1) | The 2021 Registration Statement covered an indeterminate number of securities, having aa maximum aggregate offering price not to exceed $150 million and included the following types of securities: Debt Securities, Preferred Stock, par value $0.01 per share, Common Stock, par value $0.01 per share, debt warrants, equity warrants, rights and units. |
