Document

Table 1: Newly Registered and Carry Forward Securities

Security Type

Security Class Type

Fee Calculation Rule(2)

Amount Registered(1)

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

Equity

Common Stock, $0.01 par value per share

Other

625,000

$5.49

$3,431,250

0.0001102

$378.12

Total Offering Amounts

$3,431,250

$378.12

Total Fee Offsets

$0.00

Net Fees Due

$378.12

1.Amount to be registered consists of 625,000 additional shares of Registrant’s Common Stock, $0.01 par value per share, to be issued pursuant to the grant or exercise of awards to participants under the Matrix Service Company 2020 Stock and Incentive Compensation Plan (the “2020 Plan”). Pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this Registration Statement also includes an indeterminable number of additional shares that may become issuable in accordance with the adjustment and anti-dilution provisions of the 2020 Plan.

2.Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, the proposed maximum offering price per share and the proposed maximum aggregate offering price have been determined on the basis of the average of the high and low prices of the Registrant’s Common Stock as reported on the NASDAQ Global Select Market on December 12, 2022.

Table 2: Fee Offset Claims and Sources

Registrant of Filer Name

Form or Filing Type

File Number

Initial Filing Date

Filing Date

Fee Offset Claimed

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 Claimed

Fee Paid with Offset Source

Rule 457(p)

Fee Offset Claims

Fee Offset Sources