| 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 | ||||||||||||
| | | | | (1) | — | — | — | — | ||||
| | | | | (1) | — | — | — | — | ||||
| | | | | (1) | — | — | — | — | ||||
| | | | | (1) | — | — | — | — | ||||
| | | | | (1) | — | — | — | — | ||||
| | | — | | (1) | (2) | $ | | $ | — | — | — | — |
| Fees Previously Paid | — | — | — | — | — | — | 0.000138100.000138100.000138100.000138100.000138100.00013810 | — | — | — | — | — |
| Carry Forward Securities | ||||||||||||
| Carry Forward Securities | — | — | — | — | — | — | — | — | — | |||
| Total Offering Amounts | $ | $ | ||||||||||
| Total Fees Previously Paid | | |||||||||||
| Total Fee Offsets | $ | |||||||||||
| Net Fee Due | $ | |||||||||||
| 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) | |||||||||||
| Fees Offset Claims | — | — | — | — | |||||||
| Fees Offset Sources | — | — | — | — | |||||||
| | |||||||||||
| | | | | | $ | | | Unallocated (Universal) Shelf | $ | ||
| | | | | | $ | ||||||
| | | | | | $ | ||||||
| | | | | $ | |||||||
| (1) | An indeterminate aggregate initial offering price or number of securities of each identified class is being registered as may be issued at indeterminate prices from time to time. The aggregate maximum offering price of all securities issued pursuant to this Registration Statement shall not exceed $200,000,000. The securities registered include unspecified amounts and numbers of securities that may be issued upon conversion of or exchange for securities that provide for conversion or exchange or pursuant to the anti-dilution provisions of any such securities. Separate consideration may or may not be received for securities issuable upon exercise, conversion or exchange of other securities. In addition, pursuant to Rule 416(b) under the Securities Act of 1933, as amended (the “Securities Act”), the securities being registered hereunder include such indeterminate number of shares of Class A common stock as may be issuable with respect to the registered securities as a result of stock splits, stock dividends, recapitalizations, or similar transactions. |
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(2)
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The proposed maximum per unit and aggregate offering prices per class of securities will be determined from time to time by the Registrant in connection with the issuance by the Registrant of the securities registered under this registration statement and is not specified as to each class of security pursuant to Instruction 2.A.iii.b. to the Calculation of Filing Fee Tables and Related Disclosure on Form S-3 under the Securities Act.
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| (3) | The Registrant filed a Registration Statement on Form S-3 (File No. 333-198975), which was initially filed on September 26, 2014 and was declared effective on November 13, 2014 (the "2014 Registration Statement"), and paid a filing fee of $12,880. $33,208,000 of the aggregate of $100,000,000 of securities registered under the 2014 Registration Statement remained unsold upon expiration of the 2014 Registration Statement. Pursuant to Rule 457(p) under the Securities Act, the Registrant applied the unused portion of the previously paid filing fee, $4,277.19, against amounts due in association with the filing of a Registration Statement on Form S-3 (File No. 333-228425), filed on November 16, 2018 and was declared effective on November 30, 2018 (the “2018 Registration Statement”). Due to the application of the unused portion of the previously paid filing fee, the filing fee paid contemporaneously with the 2018 Registration Statement was $13,902.81. Upon expiration of the 2018 Registration Statement, the aggregate of $150,000,000 of securities registered under the 2018 Registration Statement remained unsold. Pursuant to Rule 457(p) under the Securities Act, the Registrant applied the unused portion of the previously paid filing fees, $18,180.00, against amounts due in association with the filing of a Registration Statement on Form S-3 (File No. 333-266826), filed on August 12, 2022 and declared effective on August 26, 2022 (the “2022 Registration Statement”). Due to the application of the unused portion of the previously paid filing fees, the filing fee paid contemporaneously with the 2022 Registration Statement was $360.00. Upon expiration of the 2022 Registration Statement, the aggregate of $200,000,000 of securities registered under the 2022 Registration Statement remained unsold. Pursuant to Rule 457(p) under the Securities Act, the Registrant hereby applies the unused portion of the previously paid filing fees associated with the unsold securities registered under the 2022 Registration Statement ($18,540.00) against amounts due in association with this filing. The Registrant hereby confirms that the 2014 Registration Statement, the 2018 Registration Statement, and the 2022 Registration Statement have expired and that all offerings thereunder have terminated. |