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(3)

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

Fees Previously Paid

Equity

Common Stock

415(a)(6)

(1)

(2)

(1)(2)

Equity

Preferred Stock

415(a)(6)

(1)

(2)

(1)(2)

Other

Warrants

415(a)(6)

(1)

(2)

(1)(2)

Other

Debt Securities

415(a)(6)

(1)

(2)

(1)(2)

Other

Purchase Contracts

415(a)(6)

(1)

(2)

(1)(2)

Other(4)

Units

415(a)(6)

(1)

(2)

(1)(2)

Unallocated Universal Shelf(1)

Unallocated Universal Shelf(1)

457(o)

(5)

$.0000927

$10,910

Carry Forward Securities

Carry Forward Securities

Total Offering Amounts

$100,000,000

$10,910

Total Fees Previously Paid

$2,454.75

Total Fee Offsets

$8,455.25

Net Fee Due

$0

(1)

There are being registered hereunder such indeterminate amount of the securities of each identified class as may from time to time be offered hereunder at indeterminate prices, along with an indeterminate number of securities that may be issued upon exercise, settlement, exchange or conversion of securities offered or sold hereunder as shall have an aggregate offering price not to exceed $100,000,000. Any securities registered hereunder may be sold separately or as units with other securities registered hereunder. The securities registered hereunder also include such indeterminate number of shares of common stock of Unrivaled Brands, Inc. (the “Registrant”) as may be issued upon exercise of warrants registered hereby. Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the securities being registered hereunder also include such indeterminate number of shares of common stock and preferred stock of the Registrant as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions.

(2)

The proposed maximum aggregate offering price per class of security will be determined from time to time by the Registrant in connection with the issuance by the Registrant of the securities registered hereunder and is not specified as to each class of security pursuant to General Instruction II.D. of Form S-3 under the Securities Act.

(3)

Calculated pursuant to Rule 457(o) under the Securities Act based on the proposed maximum aggregate offering price.

(4)

Securities registered hereunder may be sold separately or as units with other securities registered hereby, with such units consisting of some or all of the securities listed above, in any combination, including common stock, preferred stock, debt securities, purchase contracts and warrants.

(5)

On September 7, 2018, the Registrant filed a registration statement on Form S-3 (Registration No. 333-227219), registering the issuance of $100,000,000 of securities (the “Prior Registration Statement”). The Prior Registration Statement was declared effective on October 11, 2018. The Registrant has determined that $77,500,000 of securities previously registered remain unsold under the Prior Registration Statement (the “Unsold Securities”). Pursuant to Rule 457(p) under the Securities Act, the registration fee applicable to the securities registered hereby in the amount of $10,910 is offset by $8,455.25 in registration fees previously paid by the registrant with respect to the Unsold Securities. Accordingly, a registration fee of $2,454.75 was paid in connection with the filing of the registration statement on Form S-3 (Registration No. 333-259594 and no additional registration fees is being paid at this time.

Registrant or
Filer Name

Form or
Filing Type

File
Number

Initial
Filing Date

Filing Date

Fee Offset
Claimed

Security Type
Associated with
Fee Offset
Claimed

Security Title
Associated with
Fee Offset
Claimed

Unsold
Securities
Associated with
Fee Offset
Claimed

Unsold Aggregate
Offering Amount
Associated with
Fee Offset
Claimed

Fee Paid with
Fee Offset
Source

Rules 457(b) and 0-11(a)(2)

Fee Offset Claims

Fee Offset Sources

Rule 457(p)

Fee Offset Claims(1)

Unrivaled Brands Inc.

S-3

No. 333-227219

September 7, 2018

September 7, 2018

$8,455.25

Unallocated Universal Shelf

Unallocated Universal Shelf

Unallocated Universal Shelf

$77,500,000

$8,455.25

Fee Offset Sources

(1)

The Registrant has terminated or completed the offering that included the unsold securities under the Prior Registration Statement.