Exhibit 107
Calculation of Filing Fee Tables
Schedule TO
(Form Type)
Wheeler Real Estate Investment Trust, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Transaction Valuation
| Transaction | Amount of Filing | |||||||||||
| Valuation | Fee Rate | Fee | ||||||||||
| Fees to Be Paid | $ | 49,669,271.16 | (1) | $ | 0.00011020 | |||||||
| Fees Previously Paid | $ | 5,473.55 | (2) | |||||||||
| Total Transaction Valuation | $ | 49,669,271.16 | (1) | |||||||||
| Total Fees Due for Filing | $ | 5,473.55 | ||||||||||
| Total Fees Previously Paid | $ | 0.00 | ||||||||||
| Total Fee Offsets | $ | 5,473.55 | (3) | |||||||||
| Net Fee Due | $ | 0.00 | ||||||||||
Table 2: Fee Offset Claims and Sources
| Registrant or Filer Name | Form or Filing Type | File Number | Initial Filing Date |
Filing Date | Fee Paid Fee with Fee Offset Offset Claimed Source |
|||||||||||
| Fees Offset Claims | S-4 | 333- | November 1, 2022 | $ | 5,473.55 | (3) | ||||||||||
| Fees Offset Sources | Wheeler Real Estate Investment Trust, Inc. | S-4 | 333- | November 1, 2022 | $ | 5,473.55 | (3) | |||||||||
| (1) | Estimated solely for the purpose of calculating the filing fee for this transaction in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), based on the product of (i) $11.82, the average of the high and low prices of the Series D Cumulative Convertible Preferred Stock (the “Series D Preferred Stock”), as reported on The Nasdaq Capital Market on October 26, 2022, and (ii) the sum of (a) 3,152,392, the estimated maximum number of shares of the Series D Preferred Stock subject to the transaction reported hereby, and (b) 1,049,746, the estimated maximum number of shares of the Series D Preferred Stock that may be amended pursuant to the Proposed Amendments (as defined in the Prospectus/Consent Solicitation), which may result in such Amended Series D Preferred Stock (as defined in the Prospectus/Consent Solicitation) being deemed a new security. |
| (2) | The amount of the filing fee calculated in accordance with the Exchange Act equals $110.20 for each $1,000,000 of value. The filing fee was calculated in accordance with Rule 0-11 under the Exchange Act. |
| (3) | Registrant paid $5,473.55 upon the filing of its Registration Statement on Form S-4 on November 1, 2022 in connection with the transaction reported hereby. |