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Exhibit 107
CALCULATION OF FILING FEE TABLES
Form F-1
(Form Type)
OceanPal Inc.
(Exact Name of Registrant as Specified in its charter)
Table 1: Newly Registered Securities
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Security
Type
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Security
Class Title
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Fee
Calculation Rule
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Amount
Registered
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Proposed
Maximum
Offering
Price Per Unit
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Maximum
Aggregate
Offering Price(1)
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Fee Rate
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Amount of Registration Fee
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Newly Registered Securities
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Fees to Be Paid
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Equity
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Units, consisting of:
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Other
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-
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-
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-
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$0
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(i) Common Shares, par value
$0.01 per share(6) or
Pre-funded Warrants to
purchase Common
Shares(2)(3)(4)(7)
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Rule 457(o)
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-
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-
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$15,000,000
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0.0001531
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$2,296.50
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(ii) Class C Warrants to
purchase Common Shares(2)
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Other
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-
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-
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-
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-
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-
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Fees to Be Paid
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Equity
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Common Shares issuable upon exercise of the Class C Warrants(5)
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Other
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-
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-
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$33,750,000
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0.0001531
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$5,167.125
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Total Offering Amounts
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$48,750,000
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$7,463.625
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Total Fees Previously Paid
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Total Fee Offsets
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-
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Net Fee Due
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$7,463.625
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(1)
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Estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457(o) under the U.S. Securities Act of 1933, as amended (the “Securities Act”). Pursuant to Rule
416, there are also being registered such indeterminable additional securities as may be issued or resold to prevent dilution as a result of stock splits, stock dividends, recapitalizations, combinations, or similar transactions.
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(2)
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In accordance with Rule 457(g) under the Securities Act, no separate registration fee is required with respect to the Warrants registered hereby.
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(3)
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The proposed maximum aggregate offering price of the Common Shares 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 offered and sold in the offering, and as such the proposed maximum offering price of the Common Shares and Pre-Funded Warrants (including the Common Shares issuable upon exercise of the
Pre-Funded Warrants) if any, is $15,000,000.
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(4)
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The registrant may issue Pre-Funded Warrants to purchase Common Shares in the offering. The purchase price of each unit including a Pre-Funded
Warrant will equal the price per Unit including one Common Share, minus $0.01, and the exercise price of each Pre-Funded Warrant will be $0.01 per Common Share.
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(5)
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Based on an assumed per-share exercise price for the Class C Warrants of 225% of the public offering price per unit in this offering.
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(6)
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Including related preferred stock purchase rights. Preferred stock purchase rights are not currently separable from the Common Shares and are not currently exercisable. The value attributable to the preferred stock purchase rights, if
any, will be reflected in the market price of the Common Shares.
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| (7) | Includes common stock, Class C Warrants and pre-funded warrants that may be sold pursuant to the underwriters' over-allotment option. |