Exhibit 107
Calculation of Filing Fee Tables
Schedule TO
(Form Type)
Target Hospitality Corp.
(Exact Name of Registrant as Specified in its Charter)
Table 1-Transaction Valuation
| Transaction Valuation(1) | Fee Rate | Amount of Filing Fee(2) | ||||||||
| Fees to Be Paid | $ | 75,821,114.81 | $110.20 per $1,000,000 | $ | 8,355.49 | |||||
| Fees Previously Paid | ||||||||||
| Total Transaction Valuation | $ | 75,821,114.81 | ||||||||
| Total Fees Due for Filing | $ | 8,355.49 | ||||||||
| Total Fee Offsets | $ | 8,355.49 | (3) | |||||||
| Net Fee Due | $ | 0.00 | ||||||||
Table 2-Fee Offset Claims and Sources
| Registrant or filer name | Form or filing type | File number | Initial filing date | Filing date | Fee offset claimed | Fee paid with fee offset source | ||||||||||||
| Fee Offset Claims | S-4 | 333-268474 | November 18, 2022 | $ | 8,355.49 | (3) | ||||||||||||
| Fee Offset Sources | Target Hospitality Corp. | S-4 | 333-268474 | November 18, 2022 | $ | 8,355.49 | (3) | |||||||||||
| (1) | The transaction valuation is estimated solely for purposes of calculating the amount of the filing fee. Target Hospitality Corp. (the "Company") is offering holders of a total of 16,166,549 warrants to purchase shares of the Company's common stock, par value $0.0001 per share ("Common Stock"), outstanding as of November 15, 2022 the opportunity to exchange such warrants and receive 0.37 shares of Common Stock in exchange for each warrant. The transaction value was determined by using the average of the high and low prices of the warrants as reported on The Nasdaq Capital Market on November 15, 2022, which was $4.69 per warrant. |
| (2) | The amount of the filing fee assumes that all outstanding warrants of the Company will be exchanged. |
| (3) | The Company previously paid $8,826.35 upon the initial filing of its Registration Statement on Form S-4 on November 18, 2022 in connection with the transaction reported hereby. |