Exhibit 107
Calculation of Filing Fee Tables
Form S-8
(Form Type)
Clover Health Investments, Corp.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
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| Security Type | Security
Class Title | Fee Calculation Rule | Amount Registered(1) | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee |
| Equity | Class A Common Stock, $0.0001 par value per share | | | | | | |
| –Reserved for future issuance under the Clover Health Investments, Corp. 2020 Equity Incentive Plan | Rule 457(c) and Rule 457(h) | 26,637,437(2) | $1.01(3) | $26,903,811 | $110.20 | $2,965 |
| –Reserved for future issuance under the Clover Health Investments, Corp. 2020 Employee Stock Purchase Plan | Rule 457(c) and Rule 457(h) | 3,839,987(4) | $0.86(5) | $3,302,389 | $110.20 | $364 |
| Total Offering Amounts | | $30,206,200 | | $3,329 |
| Total Fee Offsets | | | | $0 |
| Net Fee Due | | | | $3,329 |
| | | | | |
| (1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), the registration statement on Form S-8 (the “Registration Statement”) shall also cover any additional shares of the common stock of Clover Health Investments, Corp. (the “Registrant”) that become issuable in respect of the securities identified in the above table by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration that results in an increase in the number of the outstanding shares of the Registrant’s common stock. |
| (2) | Represents 26,637,437 additional shares of the Registrant’s common stock that were automatically added to the shares authorized for issuance under the Registrant’s 2020 Equity Incentive Plan (the “2020 Plan”) on January 1, 2023, pursuant to an annual “evergreen” increase provision contained in the 2020 Plan. |
| (3) | Estimated in accordance with Rules 457(c) and (h) of the Securities Act, solely for the purpose of calculating the registration fee. The proposed maximum offering price per share of $1.01 was computed by averaging the high and low prices of a share of the Registrant’s Class A common stock as reported on The Nasdaq Global Market on March 7, 2023. |
| (4) | Represents 3,839,987 additional shares of the Registrant’s Class A common stock that were automatically added to the shares authorized for issuance under the Registrant’s 2020 Employee Stock Purchase Plan (the “ESPP”) on January 1, 2023, pursuant to an annual “evergreen” increase provision contained in the ESPP. |
| (5) | Estimated in accordance with Rules 457(c) and (h) of the Securities Act, solely for the purpose of calculating the registration fee. The proposed maximum offering price per share is equal to 85% of $1.01, which was computed by averaging the high and low prices of a share of the Registrant’s Class A common stock as reported on The Nasdaq Global Market on March 7, 2023. Under the ESPP, the purchase price of a share of common stock is equal to 85% of the fair market value of the Registrant’s Class A common stock on the offering date or the purchase date, whichever is less. |
Table 2: Fee Offset Claims and Sources
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| Registrant or Filer Name | Form or Filing Type | File Number | Initial Filing Date | Filing Date | Fee Offset Claimed | Security Type Associated with Fee Offset Claimed | Security Title Associated with Fee Offset Claimed | Unsold Securities Associated with Fee Offset Claimed | Unsold Aggregate Offering Amount Associated with Fee Offset Claimed | Fee Paid with Offset Source |
| Rule 457(p) |
| Fee Offset Claims | | | | | | | | | | | |
| Fee Offset Sources | | | | | | | | | | | |
