Security Type

Security Class Title

Fee Calculation

Rule

Amount Registered

(1)

Proposed Maximum

Offering Price Per

Unit (3)

Maximum

Aggregate Offering

Price

Fee Rate

Amount of

Registration Fee

Equity

Common stock, par value $0.001 per share

457(o)

- (2)

-

-

-

Equity

Preferred Stock, par value $0.001 per share

457(o)

- (2)

-

-

-

Other

Warrants

457(o)

-

-

-

-

Other

Stock Purchase Contracts

457(o)

-

-

-

-

Other

Stock Purchase Units

457(o)

-

-

-

-

Unallocated (Universal) Shelf

457(o)

-

-

$75,000,000 (4)

$0.00011020

$8,265

Total Offering Amounts

$75,000,000 (4)

$8,265

Total Fees Previously Paid

-

Total Fee Offsets

$3,249.29

Net Fee Due

$5,015.71

(1)

An unspecified number of securities or aggregate principal amount, as applicable, is being registered as may from time to time be offered at unspecified prices. The aggregate maximum offering price of all securities issued by the registrant pursuant to this registration statement will not exceed $75,000,000.

(2)

Includes rights to acquire common stock or preferred stock of the Company under any shareholder rights plan then in effect, if applicable under the terms of any such plan.

(3)

Pursuant to Instruction 2.A(iii)(b) of Item 6(b) of Form S-3, this information is not required to be included. The proposed maximum initial offering price per share will be determined, from time to time, by the registrant in connection with the issuance by the registrant of the securities registered hereunder.

(4)

Estimated solely for the purposes of calculating the registration fee. No separate consideration will be received for shares of common stock that are issued upon conversion of preferred stock or upon exercise of common stock warrants registered hereunder.

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

Unsold

Securities

Associated

with Fee

Offset

Claimed

Unsold

Aggregate

Offering

Amount

Associated with

Fee Offset

Claimed

Fee Paid with

Fee Offset

Source

Rule 457(p)

Fee Offset Claims

Broadwind, Inc.

S-3

333-248107

August 18, 2020

$3,249.29 (1)

(1)

(1)

$74,658,000 (1)

Fee Offset Claims

Broadwind, Inc.

S-3

333-248107

August 18, 2020

$3,249.29 (1)

(1)

The Company previously registered the offer and sale of up to $75,000,000 of common stock, preferred stock, warrants, stock purchase contracts and stock purchase units pursuant to a Shelf Registration Statement on Form S-3, File No. 333-248107, filed with the Securities and Exchange Commission on August 18, 2020 and declared effective on October 13, 2020 (the “Prior Registration Statement”). In respect of the Prior Registration Statement, the Company (a) paid a registration fee of $3,249.29 in respect of $25,033,057 in newly-registered securities and (b) utilized previously-paid registration fees of $5,791 in respect of $49,966.943 carry forward securities that remained unsold from Registration Statement on Form S-3, File No. 333-219931 (such carry forward securities were included in the Prior Registration Statement pursuant to Rule 415(a)(6) under the Securities Act). Of the $75,000,000 of securities registered under the Prior Registration Statement, $64,668,000 of the securities remain unsold (the “Unsold Securities”). Pursuant to Rule 457(p) under the Securities Act, the Company hereby applies $3,249.29 of the previously paid registration fee in connection with the Prior Registration Statement in connection with the Unsold Securities to offset the registration of securities on this registration statement.. Pursuant to Rule 457(p) under the Securities Act, the offering of the Unsold Securities under the Prior Registration Statement will be deemed terminated as of the date of effectiveness of this registration statement.