CALCULATION OF FILING FEE TABLES

FORM S-3

(Form Type)

GSE Systems, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

	Security Type	Security Class Title	Fee Calculation or Carry Forward Rule	Amount Registered⁽¹⁾		Proposed Maximum Offering Price Per Unit⁽²⁾		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
Fees Previously Paid	Equity	Common Stock, par value $0.01 per share	457(c)		5,428,276⁽³⁾		$1.92		$10,422,290	$92.70 per $1,000,000		$966.15

Carry Forward Securities
Carry Forward Securities	-	-	-		-				-					-		-		-		-
	Total Offering Amounts							$			$
	Total Fees Previously Paid										$	966.15
	Total Fee Offsets										$	966.15
	Net Fee Due										$	0
(1)	Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of common stock, par value $0.01 per share, of GSE Systems, Inc. that become issuable by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration.
(2)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act, as amended, based on the average of the high and low reported trading prices of the registrant’s common stock as reported on the NASDAQ Capital Market on March 29, 2022.
(3)	Comprised of (i) 4,144,544 shares of common stock that may be sold by the selling stockholder named herein upon the conversion of the Note (as defined herein) and (ii) 1,283,732 shares of common stock that may be sold by the selling stockholder named herein upon the exercise of the Warrant (as defined herein).

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

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

Fee Offset Sources

Table 3: Combined Prospectuses

Security Type

Security Class Title

Amount of Securities
Previously Registered

Maximum Aggregate
Offering Price
of Securities
Previously Registered

Form
Type

File
Number

Initial
Effective Date