EX-FILING FEES 8 ny20030767x2_ex107.htm FILING FEES TABLE

Exhibit 107
Calculation of Filing Fee Tables
Form S-4
(Form Type)
First National Corporation
(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 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 | Equity | Common Stock, par value $1.25 per share | 457(c) and (f)(1) | 814 | N/A | $12,001.99(2) | 0.00014760 | $1.77(4) |  |  |  |
Fees Previously Paid | Equity | Common Stock, par value $1.25 per share | 457(c) and (f)(1) | 2,679,683 | N/A | $39,508,985.78(3) | 0.00014760 | $5,831.53(4) |  |  |  |
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 |  |  |  | $39,520,987.77 |  | $5,833.30 |  |  |  |
| Total Fees Previously Paid |  |  |  |  |  | $5,831.53 |  |  |  |
| Total Fee Offsets |  |  |  |  |  | 0.00 |  |  |  |
|  |  | Net Fee Due |  |  |  |  | $1.77 |  |  |  |

| (1) | Represents the maximum number of shares of common stock, par value $1.25 per share (“First National common stock”), of First National Corporation (“First National”) estimated to be issuable upon completion of the merger based upon an estimate of (x) 3,300,290 shares of common stock, $2.00 par value per share (“Touchstone common stock”), of Touchstone Bankshares, Inc. (“Touchstone”) outstanding as of July 2, 2024, or issuable or expected to be cancelled or exchanged in connection with the merger of Touchstone with and into First National, which is the sum of: (a) 3,248,412 shares of Touchstone common stock outstanding, plus (b) 23,030 shares of Touchstone common stock issuable upon vesting of restricted stock granted under the Touchstone 2018 Stock Incentive Plan, plus (c) 28,848 convertible preferred shares outstanding to be converted to common shares at a 1:1 rate, multiplied by (y) the exchange ratio of 0.8122 shares of First National common stock for each share of Touchstone common stock. Pursuant to Rule 416, this registration statement also covers an indeterminate number of shares of common stock as may become issuable as a result of stock splits, stock dividends or similar transactions.

| (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 computed pursuant to Rules 457(c) and 457(f) thereunder as follows: the product of (i) the average of the high and low bid prices of Touchstone common stock as reported on the OTC Pink Securities market on June 28, 2024 ($11.99) (such date being within five business days of the date of this first amendment to the registration statement), and (ii) 814, the estimated maximum number of shares of First National common stock that may be exchanged in the merger that were not already registered in the initial filing of this registration statement, based on the number of shares of Touchstone common stock outstanding at the time this first amendment to this registration statement was first filed with the SEC.

| (3) | 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 computed pursuant to Rules 457(c) and 457(f) thereunder as follows: the product of (i) the average of the high and low bid prices of Touchstone common stock as reported on the OTC Pink Securities market on June 20, 2024 ($11.98), and (ii) 3,299,289, the estimated maximum number of shares of Touchstone common stock to be exchanged in connection with the merger at the time this registration statement was first filed with the SEC.

| (4) | Determined in accordance with Section 6(b) of the Securities Act at a rate equal to $147.60 per $1,000,000 of the proposed maximum aggregate offering price.