Calculation of Filing Fee Tables
Form S-3
(Form Type)
Proterra Inc
(Exact Name of Registrant as Specified in its Certificate of Incorporation)
Table 1: Newly Registered Securities
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Security Type | Security Class Title | Fee
Calculation
Rule | Amount
Registered | Proposed
Maximum
Offering
Price Per
Share | Maximum
Aggregate
Offering
Price | Fee Rate | Amount of
Registration
Fee |
Fees to Be Paid | Equity | Common Stock, $0.0001 par value per share(1) | | | | | | |
| Equity | Preferred Stock, $0.0001 par value per share(1) | | | | | | |
| Debt | Debt Securities(1) | | | | | | |
| Other | Warrants(1) | | | | | | |
| Other | Units(1) | | | | | | |
| Unallocated (Universal) Shelf | | 457(o) | (2) | (3) | $500,000,000 | $0.0001102 | $55,100(4) |
| | Total Offering Amounts | | $500,000,000 | | $55,100 |
| | Total Fees Previously Paid | | $55,100 | | $55,100 |
| | Total Fee Offsets | | | | — |
| | Net Fee Due | | | | — |
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(1) The securities registered under this registration statement may be sold separately, together or as units consisting of two or more constituent securities registered hereunder with the other securities registered hereunder. Separate consideration may or may not be received for securities that are issuable upon the conversion or exercise of, or in exchange for, other securities offered hereby.
(2) There are being registered hereunder such indeterminate number of shares of common stock and preferred stock, such indeterminate principal amount of debt securities and such indeterminate number of warrants to purchase common stock, preferred stock, debt securities and/or units to be sold by the Registrant from time to time at unspecified prices which shall have an aggregate initial offering price not to exceed $500,000,000. If any debt securities are issued at an original issue discount, then the principal amount of such debt securities shall be in such greater amount as shall result in an aggregate initial offering price not to exceed $500,000,000, less the aggregate dollar amount of all securities previously issued hereunder. The securities registered for sale also include such indeterminate number of shares of common stock and preferred stock and amount of debt securities as may be issued upon conversion of or exchange for preferred stock or debt securities that provide for conversion or exchange, upon exercise of warrants or pursuant to the antidilution provisions of any such securities. In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the shares being registered hereunder include such indeterminate number of shares of common stock and preferred stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions.
(3) The proposed maximum offering price per share will be determined, from time to time, by the Registrant in connection with the issuance by the Registrant of the securities registered hereunder and is not specified as to each class of security pursuant to Instruction 2.A.iii.b. to the Calculation of Filing Fee Tables and Related Disclosure on Item 16(b) of Form S-3 under the Securities Act.
(4) The proposed maximum aggregate offering price has been calculated pursuant to Rule 457(o) under the Securities Act.
