Exhibit 107

Calculation of Filing Fee Tables

Form S-3

…………..

(Form Type)

Ultra Clean Holdings, 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

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 $0.001 per share

Rules 456(b) and 457(r)(1)

(2)

(2)

(2)

(1)

(1)

Equity

Preferred Stock, par value $0.001 per share

Rules 456(b) and 457(r)(1)

(2)

(2)

(2)

(1)

(1)

Debt

Debt Securities

Rules 456(b) and 457(r)(1)

(2)

(2)

(2)

(1)

(1)

Other

Warrants

Rules 456(b) and 457(r)(1)

(2)

(2)

(2)

(1)

(1)

Other

Purchase Contracts

Rules 456(b) and 457(r)(1)

(2)

(2)

(2)

(1)

(1)

Other

Units

Rules 456(b) and 457(r)(1)

(2)

(2)

(2)

(1)

(1)

Fees Previously Paid

N/A

N/A

N/A

N/A

N/A

N/A

N/A

Carry Forward Securities

Carry Forward Securities

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

Total Offering Amounts

N/A

N/A

Total Fees Previously Paid

N/A

Total Fee Offsets

N/A

Net Fee Due

N/A

(1)

The registrant is relying on Rule 456(b) and Rule 457(r) under the Securities Act of 1933, as amended (the “Securities Act”), to defer payment of all of the registration fee. In connection with the securities offered hereby, the registrant will pay “pay-as-you-go registration fees” in accordance with Rule 456(b). The registrant will calculate the registration fee applicable to an offer of securities pursuant to this registration statement based on the fee payment rate in effect on the date of such fee payment.

(2)

An indeterminate number of the securities of each identified class are being registered as may from time to time be offered at indeterminate prices, including an indeterminate number or amount of securities that may be issued upon settlement, exercise, conversion or exchange of securities offered hereunder, or pursuant to anti-dilution provisions. Separate consideration may or may not be received for securities that are issuable upon settlement, exercise, conversion or exchange of other securities or that are issued in units.