EX-FILING FEES

 

Calculation of Filing Fee Tables

 

Form S-3
(Form Type)

 

Redwood Trust, Inc.
(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		   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, $0.01 par value per share   457(r) (1)   (2)   (2)   (2)   (1)   (1)                
    Equity   Preferred Stock, $0.01 par value per share   457(r) (1)   (2)   (2)   (2)   (1)   (1)                
    Debt   Debt Securities   457(r) (1)   (2)   (2)   (2)   (1)   (1)                
    Other   Warrants   457(r) (1)   (2)   (2)   (2)   (1)   (1)                
    Other   Rights   457(r) (1)   (2)   (2)   (2)   (1)   (1)                
    Other   Units   457(r) (1)   (2)   (2)   (2)   (1)   (1)                
Fees Previously Paid   N/A   N/A   N/A   N/A   N/A   N/A       N/A                
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       N/A       N/A                
    Total Fees Previously Paid               N/A                
    Total Fee Offsets               N/A (1)                
    Net Fee Due               N/A (1)                

 

(1)In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended (the “Securities Act”), the registrant is deferring payment of the entire registration fee, except for $658,130 of unused filing fees (the “Unused Filing Fees”) previously paid with respect to unsold securities having an aggregate initial offering price of $4,825,005,547 in connection with the filing of Registration Statement on Form S-3 (Registration No. 333-185882-01), which was initially filed by Sequoia Residential Funding, Inc. and Sequoia Mortgage Funding Corporation on January 4, 2013, and Registration Statement on Form S-3 (Registration No. 333-189370), which was initially filed by Sequoia Residential Funding, Inc. and Sequoia Mortgage Funding Corporation on June 14, 2013. Offerings under these prior registration statements were completed and the registration statements expired. Pursuant to Rule 457(p) under the Securities Act, the Unused Filing Fees were to be applied to fees payable pursuant to Registration Statement on Form SF-3 (Registration No. 333-211339), which was initially filed by Sequoia Residential Funding, Inc. on May 13, 2016. No offerings under this prior registration statement were completed and the registration statement expired. Pursuant to Rule 457(p) under the Securities Act, the Unused Filing Fees were to be applied to fees payable pursuant to Registration Statement on Form S-3 (Registration No. 333-231338), initially filed by Redwood Trust, Inc. on May 9, 2019 and amended on March 12, 2021. Offerings under this prior registration statement were completed and, pursuant to Rule 457(p) under the Securities Act, the Unused Filing Fees will be applied to the fees payable pursuant to this Registration Statement and its related prospectus supplements on a pay-as-you-go basis.
(2)An unspecified number of securities or aggregate principal amount, as applicable, is being registered as may from time to time be offered at unspecified prices and, in addition, an unspecified number of additional shares of Common Stock and Preferred Stock are being registered as may be issued from time to time upon conversion of any Debt Securities that are convertible into such securities or pursuant to any anti-dilution adjustments with respect to any such convertible Debt Securities. 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.

 

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