EX-FILING FEES 10 d365548dexfilingfees.htm EX-FILING FEES EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

Form S-4

(Form Type)

Middlefield Banc Corp.

(Exact Name of Registration in its Charter)

Table 1: Newly Registered and Carry Forward Securities

 

                       
    

Security

Type

 

Security

Class

Title

 

Fee

Calculation

or Carry

Forward

Rate

 

Amount

Registered (1)

 

Proposed

Maximum

Offering

Price Per

Unit

 

Maximum

Aggregate

Offering

Price (2)

 

Fee

Rate

 

Amount of

Registration

Fee (3)

 

Carry

Forward

Form

Type

 

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 shares without par value  

457(c)

and

457(f)

 

2,634,731

  N/A   $71,804,100  

$92.70 per

$1,000,000

  $6,656.24        
                       

Fee

Previously

Paid

                       
 
Carry Forward Securities
                       

Carry

Forward

Securities

                       
                 
    Total Offering Amounts     $71,804,100     $6,656.24        
                 
    Total Fees Previously Paid         —          
                 
    Total Fee Offsets         —          
                 
    Net Fee Due               $6,656.24            

 

(1)

Based upon the maximum number of Registrant’s common shares estimated to be issuable in the merger of Liberty Bancshares, Inc. into Registrant. This number is based on an exchange of Registrant’s common shares as part of the merger consideration for Liberty’s common shares outstanding, at a share Exchange Ratio of 2.752 of Registrant’s common shares per Liberty common share, in accordance with the Agreement and Plan of Merger by and between Registrant, MBCN Merger Subsidiary, LLC, and Liberty Bancshares, Inc. dated as of May 26, 2022 (the “Merger Agreement”). This number represents the sum of the product of (i) the 2.752 Exchange Ratio under the Merger Agreement and (ii) 957,388, which is the number of Liberty’s securities outstanding as of August 3, 2022. The number of shares included in the registration fee table does not include the additional shares that could be issued, upon Registrant’s election, to avoid the termination of the Merger Agreement by Liberty due to a decrease below certain specified thresholds of the average price of Registrant’s common shares over a specified period of time, pursuant to the Merger Agreement and described in more detail elsewhere in this Registration Statement. The shares that could be issued in that context cannot be determined at this time.

(2)

Estimated solely for purposes of calculating the registration fee and calculated in accordance with Rules 457(c) and 457(f) under the Securities Act, the proposed maximum offering price of $71,804,100 is the product of (A) $75.00 (the average of the high and low prices of the last sale reported for Liberty common shares as reported on OTC Pink on August 3, 2022), times (B) 957,388 (the estimated maximum number of Liberty securities expected to be exchanged for the common stock being registered).

(3)

Calculated pursuant to Rule 457 of the Securities Act by multiplying the proposed maximum aggregate offering price of securities to be registered by .0000927.