Security

Type

Security

Class Title

Fee

Calculation or

Carry

Forward Rule

Amount

Registered

Proposed

Maximum

Offering

Price Per Unit

Maximum

Aggregate

Offering Price

Fee Rate

Amount of

Registration Fee

Carry

Forward

Form

Type

Carry

Forward

File

Number

Carry

Forward

Initial

effective

date

Filing Fee

Previously

Paid In

Connection

with Unsold

Securities

to be

Carried

Forward

Newly Registered Securities

Fees to

Be

Paid

Equity

Common

stock,

par value $0.001

per share

Rule 457(o)

(1)

—

$150,000,000 (2)

$92.70

$13,905.00(3)

Equity

Common stock, par value $0.001 per share

Rule 457(o)

10,093,015

$14.09(4)

$142,210,581

$92.70

$13,182.92(5)

Carry Forward Securities

Carry

Forward Securities

Equity

Common

stock,

par value

$0.001

per share

Rule

415(a)(6)

$39,599,991(3)

$39,599,991

S-3

333-230476

April 11, 2019

$4,799.52 (3)

Total Offering Amounts

$292,210,581

$27,087.92

Total Fees Previously Paid

$4,799.52

Total Fee Offsets

$11,603.34

Net Fee Due

$10,685.06

Registrant or

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

Fee Offset

Source

Rules 457(b) and 0-11(a)(2)

Fee Offset

Claims

—

—

—

—

Fee Offset

Sources

—

—

—

—

—

Rule 457(p)

Fee Offset

Claims

DZS Inc.

S-3

333-230476

March 22, 2019

n/a

$11,603.34(5)

Equity

Common stock,

par value $0.001

per share

9,493,015

$95,737,056.28

Fee Offset

Sources

DZS Inc.

S-3

333-230476

n/a

March 22, 2019

$11,603.34(5)

(1)

With respect to the primary offering, the registrant is registering an indeterminate number of shares of common stock as may be issued from time to time at indeterminate prices.

(2)

Estimated solely for the purpose of calculating the registration fee. With respect to the primary offering, the proposed maximum offering price per share of common stock will be determined from time to time by the registrant pursuant to General Instruction II.D. of Form S-3 under the Securities Act of 1933, as amended (the “Securities Act”), and has been estimated solely for the purpose of calculating the registration fee. The aggregate maximum offering price of all shares of common stock issued pursuant to this registration statement in the primary offering will not exceed $150,000,000.

(3)

On March 22, 2019, the registrant filed a registration statement on Form S-3 (File No. 333-230476), which was declared effective on April 11, 2019 (the “Prior Registration Statement”), registering the issuance of an indeterminate number of common stock of the registrant in a primary offering with an aggregate offering price not to exceed $150,000,000, of which $39,599,991 of such shares remain unsold (the “Unsold Primary Shares”).  Pursuant to Rule 415(a)(6) under the Securities Act, the securities registered pursuant to this registration statement include the Unsold Primary Shares, and the registrant is applying the $4,799.52 previously paid filing fee associated with such Unsold Primary Shares to this registration statement. Accordingly, the filing fee transmitted herewith with respect to the primary offering is $9,105.48. Pursuant to Rule 415(a)(6) under the Securities Act, the offering of Unsold Primary Shares under the Prior Registration Statement will be deemed terminated as of the date of effectiveness of this registration statement.  With respect to the primary offering, the registration fee has been calculated in accordance with Rule 457(o) under the Securities Act.

(4)

Pursuant to Rule 457(c) under the Securities Act, and solely for the purpose of calculating the registration fee, the proposed maximum offering price per share is the average of the high and low prices reported for the registrant’s common stock quoted on the Nasdaq Capital Market on February 7, 2022.

(5)

The Prior Registration Statement registered 9,493,015 shares of common stock of the registrant in a secondary offering with an aggregate offering price not to exceed $95,737,056.28, all of which remain unsold (the “Unsold Secondary Shares”).  Pursuant to Rule 457(p) under the Securities Act, the registrant hereby applies the $11,603.34 registration fee previously paid in connection with the Prior Registration Statement with respect to the Unsold Secondary Shares to offset the registration fees that are payable in connection with the registration of the shares of the registrant’s common stock for resale by the selling stockholder named herein. Accordingly, the filing fee transmitted herewith with respect to the secondary offering is $1,579.58.