| Offering Note |
| | | | | Capitalized terms used below but not defined
herein shall have the meanings assigned to such terms in the Agreement and Plan
of Merger, dated February 26, 2026, by and among KORE Group Holdings, Inc. (the
“Company”), KONA Parent, L.P. (the “Parent”) and KONA Merger Sub Co. (“Merger
Sub”). | | (i) | Title of each class of
securities to which the transaction applies: common stock, par value $0.0001
per share, of the Company (the “Company common stock”). | | (ii) | Aggregate number of
securities to which the transaction applies: As of the close of business on April
3, 2026, the maximum number of shares of Company common stock to which this
transaction applies is estimated to be 12,111,493, which consists
of the following securities that are entitled to receive the per share merger
consideration of $9.25 (the “Merger Consideration”): | | | a. | 10,859,206 issued and
outstanding shares of Company common stock; and | | | b. | 1,252,287 shares of Company
common stock underlying restricted stock units. | | (iii) | Per unit price or other
underlying value of the transaction computed pursuant to Exchange Act Rule 0-11
(set forth the amount on which the filing fee is calculated and state how it
was determined) | | | Solely for the purpose of calculating the filing
fee, as of the close of business on April 3, 2026,
the underlying value of the transaction was calculated as the sum of: | | | a. | the product of 10,859,206 shares
of Company common stock entitled to receive the Merger Consideration, payable
to the holder in cash, without interest, subject to any withholding of taxes
required by applicable law, multiplied by the Merger Consideration; and | | | b. | the product of 1,252,287
shares of Company common stock underlying restricted stock units, multiplied by
the Merger Consideration. | | (such sum, the “Total Consideration”). | | In accordance with Section 14(g) of the Exchange
Act, the filing fee was determined by multiplying the Total Consideration by 0.00013810. |
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