Proposed Maximum Aggregate Value of Transaction | Fee Rate | Amount of Filing Fee | |
| Fees to Be Paid | $84,297,465 | 0.00014760 | $12,442 |
| Fees Previously Paid | — | — | |
| Total Transaction Valuation | $84,297,465 | ||
| Total Fees Due for Filing | $12,442 | ||
| Total Fees Previously Paid | — | ||
| Total Fee Offsets | — | ||
| Net Fee Due | $12,442 |
| (i) | Title of each class of securities to which the transaction applies: Common stock, par value $0.001 per share (“Common Stock”), of SANUWAVE Health, Inc. |
| (ii) | Aggregate number of securities to which the transaction applies: As of the close of business on January 10, 2024, the maximum number of shares of Common Stock to which this transaction applies is estimated to be 2,599,826,175, which consists of: |
| a. | 1,140,559,527 issued and outstanding shares of Common Stock; |
| b. | 219,623,229 shares of Common Stock underlying SANUWAVE Convertible Notes; |
| c. | 1,276,296,611 shares of Common Stock underlying SANUWAVE Warrants; and |
| d. | 16,588,237 shares of Common Stock underlying SANUWAVE Options. |
| The number of shares of Common Stock underlying SANUWAVE Convertible Notes and SANUWAVE Warrants subject to a SANUWAVE Letter Agreement have been adjusted as follows: (i) the holders of SANUWAVE Convertible Notes will receive, in the form of Common Stock at an exchange ratio of $0.04 per share, the full amount of principal and interest that would be due and payable on such SANUWAVE Convertible Notes as of the applicable maturity date; (ii) the holders of SANUWAVE Warrants with an exercise price of $0.04 per share will receive 0.9 shares of Common Stock per share that are subject to such SANUWAVE Warrants; and (iii) the holders of SANUWAVE Warrants with an exercise price of $0.067 per share will receive 0.85 shares of Common Stock per share that are subject to such SANUWAVE Warrants. | |
| (iii) | Per unit price or other underlying value of the transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): The proposed maximum aggregate value of the transaction was determined by multiplying (i) 7,952,591 shares of Common Stock, which consist of the Merger Consideration of 7,793,000 shares of Class A Common Stock, 49,723 shares of Class A Common Stock estimated to be issuable after Closing upon the exercise of currently out-of-the-money SANUWAVE Options and 109,868 shares of Class A Common Stock estimated to be issuable after Closing upon the exercise of currently out-of-the-money SANUWAVE Warrants, and (ii) $10.60, which is the average of the high and low trading prices of the Class A Common Stock as reported on The Nasdaq Stock Market on January 9, 2024, a date within five business days prior to January 12, 2024. |
| (iv) | In accordance with Section 14(g) of the Exchange Act, the filing fee was determined by multiplying the proposed maximum aggregate value of the transaction calculated in note (iii) above by 0.00014760. |
