EX-FILING FEES 5 ea181183ex-fee_shifttech.htm FILING FEE TABLE

Exhibit 107

Calculation of Filing Fee Tables

Form S-8

(Form Type)

Shift Technologies, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1—Newly Registered Securities

	Security Type	Security Class Title	Fee Calculation Rule	Amount to be Registered ⁽¹⁾			Proposed Maximum Offering Price Per Unit			Maximum Aggregate Offering Price		Fee Rate	Amount of Registration Fee

Fees to Be Paid	Equity	Class A common stock, par value $0.0001 per share	Rule 457(c) and Rule 457(h)		1,900,000	⁽²⁾	$	2.10	⁽³⁾	$	3,990,000	$110.20 per $1,000,000	$	439.70
Fees Previously Paid	—	—	—		—			—			—	—		—
	Total Offering Amounts									$	3,990,000		$	439.70
	Total Fees Previously Paid													—
	Total Fee Offsets ⁽⁴⁾													—

	Net Fee Due												$	439.70

(1)

Pursuant to Rule 416(a) under the Securities Act of 1933 (the “Securities Act”), this Registration Statement also covers an indeterminate number of additional shares of Class A common stock, par value $0.0001 per share (the “common stock”) that may be issued to adjust the number of shares described herein in the event of a stock dividend, stock split, reverse stock split, extraordinary dividend, extraordinary distribution, recapitalization, reorganization, merger, combination, consolidation, split-up, spin-off, combination, exchange of shares, rights offering, separation, reorganization, liquidation or similar event.

(2)

Represents shares of common stock issuable upon the settlement of (i) 950,000 restricted stock units that will vest based on the passage of time and (ii) 950,000 restricted stock units that will vest based on the passage of time and achievement of certain performance metrics, in each case subject to continued employment through the applicable vesting date, granted to Ayman Moussa on June 30, 2023 (the “Inducement Award”) as an inducement material to entry into employment with the Registrant in accordance with Nasdaq Listing Rule 5635(c)(4).

(3)	Computed solely for purposes of calculating the registration fee in accordance with Rules 457(c) and 457(h) under the Securities Act based on the average of the high and low prices of the common stock as reported on The Nasdaq Capital Market on June 27, 2023.

(4)	The Registrant does not have any fee offsets.