| Proposed Maximum Aggregate Value of Transaction | Fee Rate | Amount of Filing Fee | |||||||||
| $ | (1)(2) | $ | $ | (3) | |||||||
| Fees Previously Paid | $ | — | $ | — | |||||||
| Total Transaction Valuation | $ | ||||||||||
| Total Fees Due for Filing | $ | ||||||||||
| Total Fees Previously Paid | — | ||||||||||
| Total Fee Offsets | — | ||||||||||
| Net Fee Due | $ | ||||||||||
| (1) | (a) 149,246,195 shares of Semrush Common Stock (other than the Cancelled Shares, Converted Shares and Dissenting Shares); (b) 3,532,870 shares of Class A Common Stock underlying Company Options that have a weighted average exercise price per share of $10.83; (c) 1,206,710 shares of Class B Common Stock underlying Company Options that have a weighted average exercise price per share of $1.82; (d) 11,588,226 shares of Class A Common Stock underlying Company RSU Awards and Company RS Awards; and (e) 6,366,417 shares of Class A Common Stock underling Company PSU Awards (assuming achievement of applicable performance goals at the maximum level). | ||||
| (2) | (a) the product of 149,246,195 shares of Semrush Common Stock (other than the Cancelled Shares, Converted Shares and Dissenting Shares) and the per share Merger Consideration of $12.00; (b) the product of 3,532,870 shares of Class A Common Stock underlying Company Options and $1.17 (which is the difference between the $12.00 per share Merger Consideration and the weighted average exercise price of $10.83); (c) the product of 1,206,710 shares of Class B Common Stock underlying Company Options and $10.18 (which is the difference between the $12.00 per share Merger Consideration and the weighted average exercise price of $1.82); and (d) the product of 11,588,226 shares of Class A Common Stock underlying Company RSU Awards and Company RS Awards and the per share Merger Consideration of $12.00; and (e) 6,366,417 shares of Class A Common Stock underling Company PSU Awards (assuming achievement of applicable performance goals at the maximum level) and the per share Merger Consideration of $12.00. | ||||
| (3) | |||||