EX-FILING FEES 5 exhibit107-sx3shelf.htm EX-FILING FEES Document
Exhibit 107
Calculation of Filing Fee Table
Form S-3
(Form Type)
ESS TECH, INC.
(Exact Name of Registrant as Specified in its Charter)
Table 1 - Newly Registered Securities
Security TypeSecurity Class TitleFee Calculation
Rule
Amount Registered(1)(2)Proposed Maximum Offering Price
Per Security(3)(4)
Maximum Aggregate Offering Price(4)Fee RateAmount of Registration Fee
EquityCommon
Stock, par
value $0.0001
per share
457(o)$—$—$110.20
per
$1,000,000
$—
EquityPreferred
Stock, par
value $0.0001
per share
457(o)$—$—$110.20
per
$1,000,000
$—
DebtDebt
Securities
457(o)$—$—$110.20
per
$1,000,000
$—
EquityDepositary
Shares
457(o)$—$—$110.20
per
$1,000,000
$—
Debt Convertible into EquityWarrants457(o)$—$—$110.20
per
$1,000,000
$—
OtherSubscription Rights457(o)$—$—$110.20
per
$1,000,000
$—
OtherPurchase Contracts457(o)$—$—$110.20
per
$1,000,000
$—
EquityUnits457(o)$—$—$110.20
per
$1,000,000
$—
Unallocated (Universal Shelf)457(o)$—$300,000,000$110.20
per
$1,000,000
$33,060
Total Offering Amounts$300,000,000$33,060
Total Fees Previously Paid
Total Fee Offsets$2,911
Net Fee Due$30,149
(1)The securities registered hereunder include such indeterminate number of (a) shares of common stock, (b) shares of preferred stock, (c) debt securities, (d) depositary shares, (e) warrants to purchase common stock, preferred stock, debt securities or depositary shares of the registrant, (f) subscription rights to purchase common stock, preferred stock, debt securities, depositary shares, warrants or units consisting of some or all of these securities of the registrant, (g) purchase contracts, and (h) units consisting of some or all of these securities, as may be sold from time to time by the registrant. There are also being



registered hereunder an indeterminate number of shares of common stock and preferred stock as shall be issuable upon conversion, exchange or exercise of any securities that provide for such issuance.
(2)Pursuant to Rule 416 under the Securities Act of 1933, as amended, or the Securities Act, this registration statement shall also cover any additional shares of the registrant’s securities that become issuable by reason of any share splits, share dividends or similar transactions.
(3)The proposed maximum offering price per security and proposed maximum aggregate offering price per class of security 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 General Instruction II.D. of Form S-3 under the Securities Act. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities, or that are issued in units.
(4)Estimated solely for the purpose of calculating the registration fee. Subject to Rule 462(b) under the Securities Act, the aggregate maximum offering price of all securities issued by the registrant pursuant to this registration statement will not exceed $300,000,000.
Table 2: Fee Offset Claims and Sources

Registrant or Filer Name
Form or Filing Type
File Number
Initial Filing Date
Filing Date
Fee Offset Claimed
Security Type Associated with Fee Offset Claimed
Security Title Associated with Fee Offset Claimed
Unsold Securities Associated with Fee Offset Claimed
Unsold Aggregate Offering Amount Associated with Fee Offset Claimed
Fee Paid with Fee Offset Source
Rule 457(p)
Fee Offset Claims
ESS
Tech, Inc.
S-1
333-
261900(1)
December 27, 2021

$2,911
Equity
Common Stock, par value
$0.0001
per share
6,500,000$74,692,800

Fee Offset Sources
ESS
Tech, Inc.
S-1
333-
261900(1)

December 27, 2021





$6,925
(1)The registrant withdrew the registration statement on Form S-1 (No. 333-261900) by filing a Form RW on February 8, 2022. The withdrawn registration statement on Form S-1 (No. 333-261900) was not declared effective and no securities were sold thereunder.
Table 3: Combined Prospectuses
N/A