Calculation of Filing Fee Table
Form S-8
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered
Securities
Security
Type
Security
Class
Title
Fee
Calculation
Rule
Amount
Registered
Proposed
Maximum
Offering
Price Per
Unit
Maximum
Aggregate
Offering
Price
Fee
Rate
Amount of
Registration
Fee
Equity
Class A common stock,
par value
$0.0001 per
share
457(c)
and
457(h)
$5,703,487.74
$628.52
$5,703,487.74
$628.52
–
Net Fee Due
$628.52
(1)
The number
of shares
of Class A
common
stock, par
value $0.0001
per share
(“Class A Common
Stock”), of
Vaxxinity,
Inc. (the “Registrant”) stated above consists of additional shares of Class A Common Stock available
for issuance
as of
January 1,
2023 under
the Vaxxinity,
Inc. 2021
Omnibus Incentive
Compensation Plan
(the
“2021
Plan”), by
operation of
the 2021
Plan’s
automatic annual
increase provision.
The maximum
number of
shares which may be sold upon the exercise of options or issuance of stock-based awards granted under the 2021
Plan
is
subject
to
adjustment
in
accordance
with
certain
anti-dilution
and
other
provisions
in
the
2021
Plan.
Accordingly,
pursuant
to
Rule
416
under
the
Securities
Act
of
1933,
as
amended
(the
“Securities
Act”),
this
registration statement covers, in addition to
the number of shares
stated above, an indeterminate number
of shares
which
may
be
subject
to
grant
or
otherwise
issuable
after
the
operation
of
any
such
anti-dilution
and
other
(2)
Estimated solely
for the
purpose of
calculating the
amount of
the registration
fee pursuant
to Rule
457(c)
and
Rule 457(h)
promulgated under
the Securities
Act on
the basis
of the
average of
the high
and the
low price
of
Registrant’s Class A common stock
as reported on the Nasdaq Stock Market on April 25, 2023.