EX-FILING FEES 5 ea151377ex-fee_shifttech.htm FILING FEE TABLE

Exhibit 107

 

Calculation of Filing Fee Tables

 

Form S-3 

 

(Form Type)

 

Shift Technologies, 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 Class A common stock, par value $0.0001 per share Rule 457(o) (1) (2) (2)   -        
  Equity Preferred Stock, par value $0.0001 per share Rule 457(o) (1) (2) (2)   -        
  Debt Debt Securities Rule 457(o) (1) (2) (2)   -        
  Other Warrants Rule 457(o) (1) (2) (2)   -        
  Other Units Rule 457(o) (1) (2) (2)   -        
  Other Rights Rule 457(o) (1) (2) (2)   -        
  Unallocated (Universal) Shelf - Rule 457(o) (1) Unallocated (Universal) Shelf $300,000,000 (3) 0.0000927 $27,810        
Fees
Previously
Paid
- - - - - - - -        
Carry Forward Securities
Carry
Forward
Securities
- - - -   -     - - - -
  Total Offering Amounts   $300,000,000   $27,810        
  Total Fees Previously Paid   -   -        
  Total Fee Offsets   -   -        
  Net Fee Due       $27,810        

 

(1) An indeterminate number of securities or aggregate principal amount, as the case may be, of common stock and preferred stock, such indeterminate principal amount of debt securities, such indeterminate number of warrants to purchase common stock, preferred stock or debt securities, such indeterminate number of units, and such indeterminable number of rights, as shall have an aggregate initial offering price not to exceed $300,000,000. If any debt securities are issued at an original issue discount, then the offering price of such debt securities shall be in such greater principal amount as shall result in an aggregate offering price not to exceed $300,000,000, less the aggregate offering price of any securities previously issued hereunder. Any securities issued hereunder may be sold separately or as units with other securities issued hereunder. The proposed maximum initial offering price per unit will be determined, from time to time, by the registrant in connection with the issuance by the registrant of the securities registered hereunder. The securities registered also include such indeterminate amounts and numbers of debt securities, common stock and preferred stock as may be issuable upon conversion, redemption, exchange, exercise or settlement of any securities registered hereunder, including under any applicable antidilution provisions.  Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall be deemed to cover any additional number of securities as may be offered or issued from time to time upon stock splits, stock dividends, recapitalizations 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 sale and 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)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act.