Calculation of Filing Fee Tables
Form S-8
(Form Type)
TrueCar, Inc.
(Exact name of registrant as specified in its charter)
Table 1 – Newly Registered Securities
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| Security Type | | Title of Securities to Be Registered | | Fee Calculation Rule | | Amount to Be Registered (1) | | Proposed
Maximum Offering
Price Per Share | | Proposed
Maximum Aggregate
Offering Price | | Fee Rate | | Amount of
Registration Fee |
| Equity | | Common Stock, $0.0001 par value per share, reserved for issuance pursuant to the 2014 Equity Incentive Plan (the “2014 Plan”) | | Other (2) | | 4,810,662(3) | | $3.54(2) | | $ | 17,029,743.48 | | | $92.70 per $1,000,000 | | $ | 1,578.66 | |
| Total Offering Amounts | | $ | 17,029,743.48 | | | | | $ | 1,578.66 | |
Total Fee Offsets (4) | | | | | | — | |
| Net Fee Due | | | | | | $ | 1,578.66 | |
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the registrant’s common stock that become issuable under the 2014 Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of the registrant’s outstanding shares of common stock.
(2) Estimated in accordance with Rules 457(c) and (h) under the Securities Act solely for the purpose of calculating the registration fee on the basis of $3.54 per share, which represents the average of the high and low sale prices of the Registrant’s common stock as reported on the Nasdaq Global Select Market on February 18, 2022.
(3) Represents an automatic annual increase on January 1, 2022 to the number of shares of the Registrant’s common stock reserved for issuance under the 2014 Plan, which annual increase is provided for in the 2014 Plan.
(4) The Registrant does not have any fee offsets.
