EX-FILING FEES 2 exhibit107-sx3.htm EX-FILING FEES Document
Exhibit 107
Calculation of Filing Fee Tables
Form S-3
(Form Type)
Troika Media Group, Inc.
(Exact Name of 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 (2)
Proposed
Maximum
Offering
Price Per
Unit (2)(3)
Maximum
Aggregate
Offering
Price (3)(4)
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 PaidEquity(1)Common Stock, par value $0.001 per share
Equity(1)Preferred Stock, par value $0.01 per share
Equity(1)Depositary Shares
Debt(1)Debt Securities
Other(1)Warrants
Other(1)Subscription Rights
Other(1)Purchase Contracts
Other(1)Units
Unallocated
Universal Shelf(1)
Rule 457(o)$150,000,000$110.20
per
million
$16,530
Fees Previously Paid
Carry Forward Securities
Carry
Forward Securities
Total Offering Amounts
Total Fees Previously Paid
Total Fee Offsets
Net Fee Due
(1)Represents securities that may be offered and sold from time to time in one or more offerings by Troika Media Group, Inc. (the “Registrant”).
(2)The securities registered hereunder include an indeterminate number of (i) shares of common stock, (ii) shares of preferred stock, (iii) depositary shares, (iv) debt securities, (v) warrants, (vi) subscription rights; (vii) purchase contracts, and (viii) units, which together shall have an aggregate initial offering price not to exceed $150,000,000. Any securities registered hereunder may be sold separately or as units with other securities registered hereunder. There are also being registered hereunder an indeterminate number of shares of common stock and preferred stock as shall be issuable upon conversion, exchange or exercise of any securities that provide for such issuance.
(3)The proposed maximum offering price per security and proposed maximum aggregate offering price per class of security will be determined from time to time by the Registrant in connection with the issuance by the Registrant of the securities registered hereunder.
(4)Estimated solely for the purpose of calculating the registration fee.



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 TypeSecurity Class TitleAmount of Securities
Previously Registered
Maximum Aggregate
\Offering Price
of Securities
Previously Registered
Form TypeFile NumberInitial Effective Date
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