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 | $ | 46,616,673.12 | (1) | $ | 0.00011020 | $ | 5,137.16 | (2) | ||||
| Fees Previously Paid | ||||||||||||
| Total Transaction Valuation | $ | 46,616,673.12 | (1) | |||||||||
| Total Fees Due for Filing | $ | 5,137.16 | ||||||||||
| 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 with Fee 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 sum of (A) the product of (i) $13.13, 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 January 3, 2023, and (ii) the sum of (a) 2,112,103, the maximum number of shares of the Series D Preferred Stock subject to the transaction reported hereby, and (b) 1,040,289, 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; and (B) the product of (i) $1.39, the average of the high and low prices of the Common Stock, par value $0.01 per share (the “Common Stock”), as reported on The Nasdaq Capital Market on January 3, 2023, and (ii) the sum of (a) 1,056,052, the maximum number of shares that may be issued to the holders of the Series D Preferred Stock as part of the Revised Exchange Offer (as defined in the Prospectus/Consent Solicitation), and (b) 2,703,492, the estimated maximum number of shares that may be issuable to the holders of the Exchange Notes (as defined in the Prospectus/Consent Solicitation) upon exercise of its conversion feature at a conversion ratio of 2 shares of Common Stock for each $25 of principal amount of the Exchange Notes being converted. |
| (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. |