| Proposed Maximum Aggregate Value of Transaction | Fee Rate | Amount of Filing Fee | ||
| | (1) | $ | | $ |
| Fees Previously Paid | ||||
| Total Transaction Valuation: | $ | |||
| Total Fees Due for Filing: | $ | |||
| Total Fees Previously Paid: | $ | |||
| Total Fee Offsets: | $ | |||
| Net Fee Due: | $ |
| (1) | Aggregate number of securities to which
transaction applies: As of December 15, 2025, the maximum number of shares of
Synchronoss Technologies, Inc.'s common stock, par value $0.0001 per share (the
"Synchronoss Common Stock"), to which this transaction applies is
estimated to be 12,937,437, which consists of (a)10,635,433 shares of
Synchronoss Common Stock (excluding shares of Synchronoss Common Stock
underlying outstanding restricted stock awards) entitled to receive the per
share merger consideration of $9.00; (b) 4,033 shares of Synchronoss Common
Stock underlying outstanding and unexercised stock options to purchase shares
of Synchronoss Common Stock, which have an exercise price per share that is
less than $9.00 (such options, the "In-the-Money Options"); (c) 871,320
shares of Synchronoss Common Stock underlying outstanding restricted stock
awards, which may be entitled to receive the per share merger consideration of
$9.00; and (d) 1,426,651 shares of Synchronoss Common Stock underlying
outstanding performance-based cash units, which may be entitled to receive the
per share merger consideration of $9.00 (assuming target level of performance
under the awards are achieved). The underlying value of the transaction, as
computed pursuant to Exchange Act Rule 0-11 and estimated solely for purposes
of calculating the filing fee, as of December 15, 2025, was calculated based on
the sum of (a) the product of 10,635,433 shares of Synchronoss Common Stock
(excluding shares of Synchronoss Common Stock underlying outstanding restricted
stock awards) and the per share merger consideration of $9.00; (b) the product
of 4,033 shares of Synchronoss Common Stock underlying the In-the-Money Options
and $3.96 (which is the difference between the per share merger consideration
of $9.00 and the weighted average exercise price of the In-the-Money Options);
(c) the product of 871,320 shares of Synchronoss Common Stock underlying
outstanding shares of restricted stock and the per share merger consideration
of $9.00; and (d) the product of 1,426,651 shares of Synchronoss Common Stock
underlying outstanding performance-based cash units (assuming target level of
performance under the awards are achieved) and the per share merger
consideration of $9.00. In accordance
with Section 14(g) of the Securities Exchange Act of 1934, as amended, the
filing fee was determined by multiplying the sum calculated in the preceding
sentence by 0.00013810. |