Exhibit 107
Calculation of Filing Fee Tables
(Form Type)
Arrow Borrower 2025, Inc.
Arrow Merger Sub 2025, Inc.
Arrow Intermediate 2025, Inc.
Arrow Holdings 2025, Inc.
Arrow
Parent 2025, L.P.
Arrow Parent GenPar 2025, LLC
TPG
IX Arrow Parent Holdings, L.P.
Arrow Parent Holdings GenPar 2025, LLC
The Arrow Holdings Business Trust
TPG Partners IX, L.P.
Corpay,
Inc.
Green and Gold 2014 GRAT
Green and Gold 2015 GRAT
Michael Praeger
(Exact
Name of Registrant and Name of Persons Filing Statement)
Table 1 – Transaction Value
Proposed Maximum Aggregate Value of Transaction | Fee Rate | Amount of Filing Fee | |
$ | $ | ||
Fees Previously Paid | – | – | |
Total Transaction Valuation | $ | ||
Total Fees Due for Filing | $ | ||
Total Fees Previously Paid | |||
Total Fee Offsets | $ | ||
Net Fee Due |
Capitalized terms used below but not defined herein shall have the meanings assigned to such terms in the Agreement and Plan of Merger, dated as of May 6, 2025, by and among AvidXchange Holdings, Inc., Arrow Borrower 2025, Inc. and Arrow Merger Sub 2025, Inc.
(1) | Aggregate number of securities to which transaction applies: As of May 30, 2025, the maximum number of shares of Company Common Stock to which this transaction applies is estimated to be 211,992,667, which consists of: |
(a) 194,096,910 shares of Company Common Stock (other than the Rollover Shares, Cancelled Shares and any Dissenting Shares);
(b) 4,292,581 shares of Company Common Stock underlying Company Options that have a per share exercise price that is less than $10.00; and
(c) 13,603,176 shares of Company Common Stock underlying outstanding Company RSU Awards.
(2) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act |
(a) the product of 194,096,910 shares of Company Common Stock (other than the Rollover Shares, Cancelled Shares and any Dissenting Shares) and the per share merger consideration of $10.00;
(b) the product of 4,292,581 shares of Company Common Stock underlying Company Options that have a per share exercise price that is less than $10.00 and $2.60 (which is the difference between the per share merger consideration of $10.00 and the weighted average exercise price of the Company Options that have a per share exercise price that is less than $10.00);
(c) the product of 13,603,176 shares of Company Common Stock underlying outstanding Company RSU Awards that vest upon the occurrence of the Effective Time in accordance with their terms and the per share merger consideration of $10.00; and
(d) an amount equal to $2,958,000, representing retention awards to be provided to certain Company employees that may be settled in cash or, if so elected by the recipient, restricted common units of Arrow Parent 2025, L.P.
(3) | In accordance with Section 14(g) of the Securities Exchange Act of 1934, as amended, the filing fee was determined by multiplying the transaction value by 0.00015310. |
(4) | AvidXchange Holdings, Inc. previously paid $320,150.41 upon the filing of its Preliminary Proxy Statement on Schedule 14A on June 17, 2025 in connection with the transaction reported hereby. |
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 | Fee Paid with Fee Offset Source | |
| $ | ||||||
| $ |