EX-FILING FEES 2 sdc_exx107xfilingxfeextable.htm EX-FILING FEES Document

Exhibit 107
Calculation of Filing Fee Table
Form S-3
(Form Type)
SMILEDIRECTCLUB, INC.
(Exact Name of Registrant as Specified in its Charter)
Table 1 - Newly Registered Securities
Security TypeSecurity
Class
Title
Fee
Calculation
Rule
Amount
Registered(1)(2)
Proposed
Maximum
Offering
Price Per
Security(3)(4)
Maximum
Aggregate
Offering
Price(4)
Fee
Rate
Amount of
Registration
Fee
Equity
Class A Common Stock, par value
$0.0001 per share (“Common Stock”)
457(o)
Equity
Preferred Stock, par value $0.0001 per
share (“Preferred Stock”)
457(o)
Debt
Debt Securities457(o)
Other
Warrants457(o)
Unallocated (Universal Shelf)
457(o)$400,000,000$92.70 per
$1,000,000
$37,080

Total Offering Amounts$400,000,000$92.70 per
$1,000,000
$37,080
Total Fees Previously Paid
Total Fee Offsets(5)
Net Fee Due
$37,080

(1)The securities registered hereunder include such indeterminate number of (a) shares of Class A Common Stock, (b) shares of Preferred Stock (c) debt securities, and (d) warrants, as may be sold from time to time by the registrant. There are also being registered hereunder an indeterminate number of shares of Class A Common Stock and Preferred Stock as shall be issuable upon conversion, exchange or exercise of any securities that provide for such issuance.
(2)Pursuant to Rule 416 under the Securities Act of 1933, as amended, or the Securities Act, this registration statement shall also cover any additional shares of the registrant’s securities that become issuable by reason of any share splits, share dividends or similar transactions.
(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 and is not specified as to each class of security pursuant to General Instruction II.D. of Form S-3 under the Securities Act. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities.
(4)Estimated solely for the purpose of calculating the registration fee. Subject to Rule 462(b) under the Securities Act, the aggregate maximum offering price of all securities issued by the registrant pursuant to this registration statement will not exceed $400,000,000.
(5)The Registrant does not have any fee offsets.