Exhibit 107
Calculation of Filing Fee Tables
Form S-3
(Form Type)
Heritage Commerce Corp
(Exact Name of Each Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
Security Type | Security Class Title | Fee Calculation or Carry Forward Rule | Amount Registered | Proposed Maximum Offering Price Per Unit | 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 | Equity | Common Stock, par value(2) | ||||||||||
Equity | Preferred Stock(2) | 457(o) | ||||||||||
Debt | Debt Securities(2) | 457(o) | ||||||||||
Equity | Depositary Shares(2) | 457(o) | ||||||||||
Purchase Contracts(3) | 457(o) | |||||||||||
Warrants(4) | 457(o) | |||||||||||
Units(5) | 457(o) | |||||||||||
Unallocated (Universal) Shelf (1) | 457(o) | $100,000,000 | .0001102 | $11,020 | ||||||||
Fees Previously Paid | ||||||||||||
Carry Forward Securities | ||||||||||||
Carry Forward Securities | ||||||||||||
Total Offering Amounts | $100,000,000 | $11,020 | ||||||||||
Total Fees Previously Paid | ||||||||||||
Total Fee Offsets (6) | $12,120 | |||||||||||
Net Fee Due | - |
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 | Heritage Commerce Corp | S-3 | 333-233667 | September 9, 2019 | $12,120 | Unallocated (Universal) Shelf | Unallocated (Universal) Shelf | Unallocated (Universal) Shelf | $100,000,000 | ||
Fee Offset Sources | Heritage Commerce Corp | S-3 | 333-233667 | September 9, 2019 | $11,020 |
(1) | The Registration Statement to which this Calculation of Filing Fee Table is attached (the “Registration Statement”) covers such presently indeterminate principal amount of common stock, no par value, preferred stock, debt securities, depositary shares, purchase contracts, warrants, units of Heritage Commerce Corp (together, the “Securities”), with a maximum aggregate offering price not to exceed $100,000,000. Such amount represents the issue price rather than the principal amount of debt securities at an original issue price. Pursuant to Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”), which permits the registration fee to be calculated on the basis of the maximum aggregate offering price of all the securities listed, this Calculation of Filing Fee Table does not specify by each class information as to the amount to be registered, proposed maximum offering price per unit or proposed maximum aggregate offering price. |
(2) | Such indeterminate principal amount of debt securities, preferred stock or common stock as may, from time to time, be issued (i) at indeterminate prices or (ii) without separate consideration upon conversion, redemption, exercise or exchange of securities registered hereunder, to the extent any such securities are by their terms convertible into or exchangeable for other securities registered hereunder, or as shall be issuable pursuant to anti-dilution provisions. In the event we elect to offer to the public fractional interests in our shares of preferred stock registered hereunder, depositary shares, evidenced by depository receipts issued pursuant to a deposit agreement, will be distributed to those persons purchasing fractional interests and the shares of preferred stock will be issued to the depository under any such agreement. |
(3) | Such indeterminate number of purchase contracts as may, from time to time, be issued at indeterminate prices obligating holders to purchase from or sell to us, and obligating us to sell or purchase from the holders, a specific number of our shares of common stock, preferred stock, debt securities or depositary shares at a future date or dates. |
(4) | Warrants may be sold separately or together with our debt securities, preferred stock, common stock or depositary shares. Includes an indeterminate number of our debt securities, shares of preferred stock, shares of common stock or depositary shares to be issuable upon the exercise of warrants for such securities. |
(5) | Such indeterminate number of units as may, from time to time, be issued at indeterminate prices, each representing ownership of one or more of the securities described herein. |
(6) | Heritage Commerce Corp (the “Registrant”) previously filed a Registration Statement on Form S-3 (File No. 333-233667) (the “Prior Registration Statement”) with the Securities and Exchange Commission on September 9, 2019. The Prior Registration Statement registered an unallocated maximum aggregate offering price of $100,000,000 of securities. In connection with the filing of the Prior Registration Statement, the Registrant made a contemporaneous fee payment in the amount of $12,120. Of the $100,000,000 of securities registered under the Prior Registration Statement, $100,000,000 remain unsold (the “Unsold Securities”). The Registrant has completed all offerings under the Prior Registration Statement. Pursuant to Rule 457(p) under the Securities Act, the $12,120 portion of the registration fee paid with the Prior Registration Statement associated with the Unsold Securities is being used as an offset against the $11,020 registration fee due herewith, resulting in a net registration fee due. |