Security

Type

 

Security

Class

Title

 

Fee

Calculation

Rule

 

Amount
Registered
(1)

 

Proposed
Maximum
Offering

Price Per

Unit (2)

 

Maximum Aggregate
Offering

Price(2)

 

Fee

Rate

 

Amount of

Registration

Fee

 

Newly Registered Securities

 

 

 

 

 

 

 

 

 

Fees to Be Paid

 

Equity 

 

Class A Common Stock, par value $0.01 per share

 

457(c)

 

46,832,646

 

$3.03

 

$141,902,917.38 

 

0.00014760 

 

$20,944.87 

 

 

 

 

 

 

 

 

Total Offering Amounts

 

 

$141,902,917.38

 

 

$20,944.87 

 

 

 

 

 

 

 

 

Total Fees Previously Paid

 

 

 

 

—

 

 

 

 

 

 

 

 

Total Fee Offsets

 

 

 

 

—

 

 

 

 

 

 

 

 

Net Fee Due

 

 

 

 

 

 

 

$20,944.87 

(1)

Represents the shares of Class A common stock, par value $0.01 per share (“Common Stock”), of MediaCo Holding Inc. (the “Registrant”) that will be offered for resale by the selling stockholders pursuant to the prospectus contained in this Registration Statement on Form S-3 (the “Registration Statement”) to which this exhibit is attached. The Registration Statement registers an aggregate of 46,832,646 shares of Common Stock, which consist of (i) 37,531,996 outstanding shares of Common Stock and (ii) 9,300,650 shares of Common Stock issuable upon the exercise of outstanding warrants issued by the Registrant. Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), the Registration Statement shall also cover any additional shares of Common Stock that become issuable by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of Common Stock.

(2)

Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) under the Securities Act. The offering price per share and aggregate offering price are based upon the average of the high and low prices for the Common Stock as reported on the Nasdaq Capital Market on July 5, 2024, a date within five business days prior to the filing of the Registration Statement.