EX-FILING FEES 8 ea192632ex-fee_safeandgreen.htm FILING FEE TABLE

Exhibit 107

Calculation of Filing Fee Tables

S-3

(Form Type)

Safe & Green Holdings Corp.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security Type |  | Security Class Title |  | Fee Calculation Rule |  | Amount to be Registered |  |  | Proposed Maximum Offering Price Per Unit |  |  | Proposed Maximum Aggregate Offering Price(1)(2) |  |  | Fee Rate |  |  | Amount of Registration Fee |
Equity |  | Common Stock, par value $0.01 per share |  | Rule 457(o) |  |  | - |  |  |  | - |  |  | $ | 5,000,000 | (3) |  | $ | 0.00014760 |  |  | $ | 738 |
Equity |  | Pre-Funded Warrants to purchase shares of Common Stock |  | Rule 457(g) |  |  | - |  |  |  | - |  |  | $ |  | (4) |  |  | - |  |  |  |  |
Equity |  | Common Stock issuable upon exercise of the Pre-Funded Warrant |  | Rule 457(o) |  |  | - |  |  |  | - |  |  | $ |  | (3) |  |  | - |  |  |  |  |
Equity |  | Series A Warrants to purchase shares of Common Stock |  | Rule 457(g) |  |  | - |  |  |  | - |  |  | $ |  | (4) |  |  | - |  |  |  |  |
Equity |  | Common Stock issuable upon exercise of the Series A Warrant |  | Rule 457(o) |  |  | - |  |  |  | - |  |  | $ | 5,000,000 |  |  | $ | 0.00014760 |  |  |  | 738 |
Equity |  | Series B Warrants to purchase shares of Common Stock |  | Rule 457(g) |  |  | - |  |  |  | - |  |  | $ |  | (4) |  |  | - |  |  |  |  |
Equity |  | Common Stock issuable upon exercise of the Series B Warrant |  | Rule 457(o) |  |  | - |  |  |  | - |  |  | $ | 5,000,000 |  |  | $ | 0.00014760 |  |  | $ | 738 |
Equity |  | Placement Agent’s warrants to purchase shares of Common Stock |  | Rule 457(g) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  | $ |  |
Equity |  | Common Stock issuable upon exercise of the Placement Agent’s Warrant |  | Rule 457(o) |  |  | - |  |  |  | - |  |  | $ | 250,000 |  |  | $ | 0.00014760 |  |  |  | 37 |
Total Offering Amounts |  |  |  |  |  |  | $ | 15,250,000 |  |  |  |  |  |  | $ | 2,251 |
Total Fees Previously Paid |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 1,513 |
Total Fee Offsets |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Net Fee Due |  |  |  |  |  |  |  |  |  |  |  |  |  |  | $ | 738 |

(1) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”).

(2) | Pursuant to Rule 416(a) under the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(3) | The proposed maximum aggregate offering price of the Common Stock proposed to be sold in the offering will be reduced on a dollar-for-dollar basis based on the offering price of any pre-funded warrants sold in the offering, and, as such, the proposed maximum aggregate offering price of the Common Stock and Pre-Funded Warrants (including the Common Stock issuable upon exercise of the Pre-Funded Warrants), if any, is $5,000,000.

(4) | Pursuant to Rule 457(g) of the Securities Act, no separate registration fee is required for the warrants because the warrants are being registered in the same registration statement as the Common Stock issuable upon exercise of the warrants.

(5) | Estimated solely for the purposes of calculating the registration fee pursuant to Rule 457(g) under the Securities Act. We have agreed to issue, upon the closing of this offering, placement agent’s warrants to A.G.P. (or its designees) entitling it to purchase up to 5.0% of the aggregate shares of Common Stock sold in this offering (including shares of Common Stock issuable pursuant to Pre-Funded Warrants sold in this offering). We have calculated the proposed maximum aggregate offering price of the Common Stock underlying the representative’s warrants by assuming that such warrants are exercisable at a price per share equal to the public offering price per share of Common Stock and accompanying Common Warrants.