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. |