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EX-FILING FEES

 

Calculation of Filing Fee Tables

 

Form S-3
(Form Type)

 

Hydrofarm Holdings Group, Inc.
(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered and Carry Forward Securities

 

    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(1)(2)
Fees to Be Paid   Equity   Common Stock, $0.0001 par value             (2 )     (3 )     (3 )     N/A    
    Equity   Preferred Stock, $0.0001 par value             (2 )     (3 )     (3 )     N/A    
    Debt   Debt Securities             (2 )     (3 )     (3 )     N/A    
    Other   Warrants             (2 )     (3 )     (3 )     N/A    
    Other   Rights             (2 )     (3 )     (3 )     N/A    
    Other   Units             (2 )     (3 )     (3 )     N/A    
    Unallocated (Universal) Shelf         457(o)       (2 )     (3 )   $ 100,000,000     $ 0.0001102     $ 11,020
Fees Previously Paid                                                  
    Total Offering Amounts                                           $ 100,000,000
    Total Fees Previously Paid                                          
    Total Fee Offsets                                          
        Net Fee Due                                           $ 11,020

 

  (1) Calculated pursuant to Rule 457(o) under the Securities Act of 1933, as amended, based on the proposed maximum aggregate offering price.
     
  (2) There are being registered hereunder such indeterminate number of shares of common stock and preferred stock, such indeterminate principal amount of debt securities, such indeterminate number of warrants and rights to purchase common stock, preferred stock or debt securities, and such indeterminate number of units, as shall have an aggregate initial offering price not to exceed $100,000,000. If any debt securities are issued at an original issue discount, then the offering price of such debt securities shall be in such greater principal amount as shall result in an aggregate initial offering price not to exceed $100,000,000, less the aggregate dollar amount of all securities previously issued hereunder. Any securities registered hereunder may be sold separately or as units with other securities registered hereunder. The proposed maximum initial offering price per unit will be determined, from time to time, by the registrant in connection with the issuance by the registrant of the securities registered hereunder. The securities registered also include such indeterminate number of shares of common stock and preferred stock and amount of debt securities as may be issued upon conversion of or exchange for preferred stock or debt securities that provide for conversion or exchange, upon exercise of warrants or rights or pursuant to the anti-dilution provisions of any such securities. In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended, the shares being registered hereunder include such indeterminate number of shares of common stock and preferred stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions.
     
  (3) The proposed maximum offering price per share 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 Instruction 2.A.iii.b. to the Calculation of Filing Fee Tables and Related Disclosure on Item 16(b) of Form S-3 under the Securities Act.

 

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