Exhibit 107
Calculation of Filing Fee Tables
FORM S-3
EOS ENERGY ENTERPRISES, INC.
Table 1: Newly Registered and Carry Forward Securities
| | Security Type | | Security Class Title | | Fee Calculation or Carry Forward Rule | | Amount Registered | | | Proposed Maximum Offering Price Per Unit | | | Maximum Aggregate Offering Price | | Fee Rate | | Amount of Registration Fee | | Carry Forward Form Type | | Carry Forward File Number | | Carry Forward Initial effective date | | Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward | |
Newly Registered Securities | |
Fees to Be Paid | | Equity | | Common Stock, par value $0.0001 per share | | 457(c) | | | 19,601,980 | (1) | | $ | 3.01 | (5) | | $ | 59,001,959 | | $110.20 per million | | $ | 6,502.02 | | | | | | | | | | | | |
| | Debt Convertible into Equity | | 26.5% Convertible Senior PIK Notes Due 2026 | | 457(o) | | $ | 32,546,250 | (2) | | | 100 | % | | $ | 32,546,250 | | $110.20 per million | | | 3,586.60 | | | | | | | | | | | | |
| | Equity | | Common stock, par value $0.0001 per share | | 457(i) | | | 19,488,773 | (3) | | | - | (4) | | | - | | - | | | - | | | | | | | | | | | | |
Fees Previously Paid | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Carry Forward Securities | |
Carry Forward Securities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Offering Amounts | | | | | | | | $ | 91,548,209 | | | | | | | | | | | | |
Total Fees Previously Paid | | | | | | | | | | | | | | | | | | | | | |
Total Fee Offsets | | | | | | | | | | | | | | | | | | | | | |
Net Fee Due | | | | | | | | $ | 10,088.62 | | | | | | | | | | | | |
(1) | Represents 19,601,980 shares of common stock issuable upon exercise of the warrants sold to the Warrant Purchasers. |
(2) | Represents the maximum aggregate principal amount of notes being registered for resale on a secondary basis by the Note Purchasers. |
(3) | Represents the maximum number of shares of common stock underlying and issuable upon conversion of the 26.5% Convertible Senior PIK Notes Due 2026 registered for resale on a secondary basis hereby by the Note Purchasers at a conversion rate of 598.8024 shares of our common stock per $1,000 capitalized principal amount of 26.5% Convertible Senior PIK Notes Due 2026. Pursuant to Rule 416 under the Securities Act, the registrant is also registering for resale such indeterminate number of shares of common stock as may be issued from time to time upon conversion of the notes as a result of the anti-dilution provision thereof. |
(4) | No additional consideration will be received upon conversion of such notes, and therefore, no registration fee is required pursuant to Rule 457(i) under the Securities Act. |
(5) | Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) under the Securities Act, based on the average of the high and low prices of the common stock as reported on The Nasdaq Capital Market on June 12, 2023 of $3.01 per share. |