S-4 S-4 EX-FILING FEES 0001108134 BERKSHIRE HILLS BANCORP INC 0001108134 2025-03-19 2025-03-19 0001108134 1 2025-03-19 2025-03-19 iso4217:USD xbrli:pure xbrli:shares

Calculation of Filing Fee Tables
S-4
BERKSHIRE HILLS BANCORP INC

Table 1: Newly Registered and Carry Forward Securities

|  | Security Type | Security Class Title | Fee Calculation or Carry Forward Rule | Amount Registered | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | 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 | 1 | Equity | Common stock, $0.01 par value per share | Other | 37,882,325 |  | $ 994,411,011.00 | 0.0001531 | $ 152,244.33 |  |  |  |
Fees Previously Paid |  |  |  |  |  |  |  |  |  |  |  |  |
Carry Forward Securities
Carry Forward Securities |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  | Total Offering Amounts: |  | $ 994,411,011.00 |  | $ 152,244.33 |  |  |  |
|  |  | Total Fees Previously Paid: |  |  |  | $ 0.00 |  |  |  |
|  |  | Total Fee Offsets: |  |  |  | $ 0.00 |  |  |  |
|  |  | Net Fee Due: |  |  |  | $ 152,244.33 |  |  |  |

Offering Note |

1 | (1) The number of shares of common stock, par value $0.01 per share, of Berkshire Hills Bancorp, Inc. ("Berkshire" and, such shares, the "Berkshire common stock") being registered is based upon (i) the exchange ratio of 0.42 shares of Berkshire common stock for each share of common stock, par value $0.01 per share, of Brookline Bancorp ("Brookline" and, such shares, the "Brookline common stock") multiplied by (ii) an estimate of the maximum number of shares of Brookline common stock issued and outstanding as of March 19, 2025 or issuable or expected to be exchanged (including in respect of Brookline equity awards) in connection with the merger of Brookline with and into Berkshire (the "merger"), which collectively equals 90,196,010. (2) Estimated solely for the purpose of calculating the registration fee required by Section 6(b) of the Securities Act of 1933, as amended (the "Securities Act") and calculated in accordance with Rules 457(c) and 457(f)(1) promulgated thereunder. The aggregate offering price is (i) the average of the high and low prices of Brookline common stock as reported on the NASDAQ Global Select Market on March 19, 2025 ($11.025) multiplied by (ii) the estimated maximum number of shares of Brookline common stock to be converted in the merger (90,196,010). (3) Calculated by multiplying the estimated aggregate offering price of securities to be registered by 0.0001531.