EX-FILING FEES 2 tm2212128d1_ex-filingfees.htm EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

 

424(b)(7)

(Form Type)

 

THE NECESSITY RETAIL REIT, INC.

(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered and Carry Forward Securities

 

    Security
Type  
  Security
Class
Title  
  Fee
Calculation
or Carry
Forward
Rule  
  Amount
Registered (1)  
  Proposed
Maximum
Offering
Price Per
Share (2)  
  Maximum
Aggregate
Offering
Price (2)  
  Fee
Rate
  Amount of
Registration
Fee(3)  
  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   Class A common
stock, par value
$0.01 per share(4)
      Rule 457(r)
Rule 457(c)  
  6,450,107   $8.02   $51,729,858.14   0.0000927   $4,795.36                
                         
Fees Previously Paid     N/A   N/A   N/A   N/A   N/A   N/A       N/A                
Carry Forward Securities
                         
Carry Forward Securities     N/A   N/A   N/A   N/A       N/A           N/A   N/A   N/A   N/A
                   
    Total Offering Amounts       $51,729,858.14       $4,795.36                
                   
    Total Fees Previously Paid               N/A                
                   
    Total Fee Offsets               N/A                
                   
    Net Fee Due               $4,795.36                

 

(1)Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall be deemed to cover any additional number of shares of Class A common stock as may be issued from time to time as a result of stock splits, stock dividends or similar transactions.

 

(2)Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act on the basis of the average of the high and low price paid per share of Class A common stock, as reported on The Nasdaq Global Select Market on April 6, 2022, in accordance with Rule 457(c) under the Securities Act.

 

(3)Payment of the registration fee at the time of filing of the registrant’s registration statement on Form S-3ASR, filed with the Securities and Exchange Commission on August 6, 2021 (File No. 333-258562) (the “Registration Statement”), was deferred pursuant to Rules 456(b) and 457(r) under the Securities Act. This paragraph shall be deemed to update the “Calculation of Registration Fee” table in the Registration Statement.

 

(4)Each share of Class A common stock registered hereunder, if issued prior to the termination of the registrant Rights Agreement, dated as of April 13, 2020 and as amended February 25, 2021, between the Company and the rights agent named therein, includes one preferred stock purchase right which entitles the registered holder to purchase from the Company one one-thousandth of a share of Series B Preferred Stock, $0.01 par value per share, for an exercise price of $35.00, once the rights become exercisable, subject to adjustment as provided in the related rights agreement. By the terms of the stockholder rights plan, the preferred stock purchase rights will initially trade with Class A common stock and will generally only become exercisable on the Distribution Date, as defined in the Rights Agreement.