EX-FILING FEES 10 ny20005075x1_ex107.htm FILING FEES TABLE

Exhibit 107

Form S-4
(Form Type)

Shift Technologies, Inc.
(Exact Name of Registrant as Specified in its Charter)

Calculation of Filing Fee Tables
Table 1: Newly Registered and Carry Forward Securities

 
Security
Type
Security
Class
Title(1)
Fee
Calculation
or Carry
Forward
Rule
Amount
Registered(2)
Proposed
Maximum
Offering
Price Per
Unit
Maximum Aggregate
Offering Price(3)
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
Class A Common stock, par value $0.0001 per share
Fee Calculation Rule 457(c) and (f)(1)
89,980,540
N/A
$42,900,000
$0.0000927
$3,976.83
Carry Forward Securities
Carry
Forward
Securities
                       
      
Total Offering Amounts
$42,900,000
 
$3,976.83
       
      
Total Fees Previously Paid
   
$0.00
       
      
Total Fee Offsets
   
$0.00
       
      
Net Fee Due
   
$3,976.83
       

(1)
This registration statement relates to the registration of the maximum number of shares of Class A common stock, par value $0.01 per share, of Shift Technologies, Inc. (“Shift” and such shares, the “Shift Common Stock) estimated to be issuable by Shift pursuant to the merger described in this registration statement and the Agreement and Plan of Merger, dated as of August 9, 2022, by and among Shift, Shift Remarketing Operations, Inc. and CarLotz, Inc. (“CarLotz”).
(2)
Represents the maximum number of shares of Shift Common Stock estimated to be issued upon the closing of the merger. Calculated based on the exchange ratio of 0.692158 shares of Shift Common Stock for each share of CarLotz Common Stock.
(3)
Calculated pursuant to Rule 457(f)(1) and Rule 457(c) under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee based on the average of the high and low prices of CarLotz Common Stock as reported on the Nasdaq Global Market on September 23, 2022 ($0.33 per share), multiplied by the estimated maximum number of shares (130,000,000) that are estimated will be exchanged or converted for the securities being registered.