REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 22nd, 2018 • Thunder Bridge Acquisition LTD • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 18, 2018, is made and entered into by and among Thunder Bridge Acquisition, Ltd., a Cayman Islands exempted company (the “Company”), Thunder Bridge Acquisition LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
UNDERWRITING AGREEMENT between THUNDER BRIDGE ACQUISITION, LTD. and CANTOR FITZGERALD & CO. Dated: JUNE 18, 2018 THUNDER BRIDGE ACQUISITION, LTD. UNDERWRITING AGREEMENTUnderwriting Agreement • June 22nd, 2018 • Thunder Bridge Acquisition LTD • Blank checks • New York
The undersigned, Thunder Bridge Acquisition, Ltd., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
Thunder Bridge Acquisition, Ltd Ugland House, 121 South Church Street George Town Grand Cayman KY1-1104 Cayman Islands September 20, 2017Thunder Bridge Acquisition LTD • October 30th, 2017 • Blank checks • New York
Thunder Bridge Acquisition, Ltd, a Cayman Islands exempted company (the “Company”), is pleased to accept the offer Thunder Bridge Acquisition, LLC, a Delaware limited liability company, (the “Subscriber” or “you”) has made to purchase 5,750,000 of the Company’s Class B ordinary shares (the “Shares”), $0.0001 par value per share (the “Class B Shares”), up to 750,000 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) of units (“Units”) do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Ordinary Shares” are to, collectively, the Class B Shares and the Company’s Class A ordinary shares, $0.0001 par value per share (the Class A Shares”). Pursuant to the Company’s memorandum and articles of association, as amended to the date hereof (the “Articles”), Class B Shares will convert into Class A shares on a one-for-one basis, subject to a
AMENDED AND RESTATED PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • June 22nd, 2018 • Thunder Bridge Acquisition LTD • Blank checks • New York
THIS AMENDED AND RESTATED PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of June 18, 2018 (as it may from time to time be amended, this “Agreement”), is entered into by and between Thunder Bridge Acquisition, Ltd., a Cayman Islands exempted company (the “Company”) and Thunder Bridge Acquisition, LLC, a Delaware limited liability company (the “Purchaser”).
WARRANT AGREEMENT between THUNDER BRIDGE ACQUISITION, LTD. andWarrant Agreement • June 22nd, 2018 • Thunder Bridge Acquisition LTD • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of June 18, 2018, is by and between Thunder Bridge Acquisition, Ltd., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • June 8th, 2018 • Thunder Bridge Acquisition LTD • Blank checks
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of [●], 2018 between the Company and Indemnitee pursuant to the Underwriting Agreement between the Company and the Underwriters in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
5,430,000 Shares REPAY HOLDINGS CORPORATION CLASS A COMMON STOCK (PAR VALUE $0.0001) UNDERWRITING AGREEMENTUnderwriting Agreement • January 19th, 2021 • Repay Holdings Corp • Services-business services, nec • New York
REPAY HOLDINGS CORPORATION AND as Trustee INDENTURE Dated as of January 19, 2021Repay Holdings Corp • January 19th, 2021 • Services-business services, nec • New York
INDENTURE dated as of January 19, 2021 between REPAY HOLDINGS CORPORATION, a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
Thunder Bridge Acquisition, Ltd. Suite D203 Great Falls, Virginia 22066 Re: Initial Public Offering Gentlemen:Letter Agreement • June 22nd, 2018 • Thunder Bridge Acquisition LTD • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Thunder Bridge Acquisition, Ltd., a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co. as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 25,875,000 of the Company’s units (including up to 3,375,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one warrant. Each Warrant (each, a “Warrant”) entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration statement
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 17th, 2020 • Repay Holdings Corp • Services-business services, nec • Delaware
This Indemnification Agreement is dated as of _____________, 2019 (this “Agreement”) and is between Repay Holdings Corporation, a Delaware corporation (the “Company”), and ________________ (“Indemnitee”).
8,000,000 Shares REPAY HOLDINGS CORPORATION CLASS A COMMON STOCK (PAR VALUE $0.0001) UNDERWRITING AGREEMENTRepay Holdings Corp • June 2nd, 2020 • Services-business services, nec • New York
AMENDED AND RESTATED PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • June 22nd, 2018 • Thunder Bridge Acquisition LTD • Blank checks • New York
THIS AMENDED AND RESTATED PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of June 18, 2018 (as it may from time to time be amended, this “Agreement”), is entered into by and between Thunder Bridge Acquisition, Ltd., a Cayman Islands exempted company (the “Company”) and Cantor Fitzgerald & Co., a New York general partnership (the “Purchaser”).
REVOLVING CREDIT AND TERM LOAN AGREEMENT dated as of July 11, 2019 among TB ACQUISITION MERGER SUB LLC as the Borrower prior to the consummation of the Closing Date Merger HAWK PARENT HOLDINGS LLC as the Borrower following the consummation of the...Revolving Credit and Term Loan Agreement • July 17th, 2019 • Repay Holdings Corp • Blank checks • New York
THIS REVOLVING CREDIT AND TERM LOAN AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is made and entered into as of July 11, 2019, by and among TB Acquisition Merger Sub LLC, a Delaware limited liability company (“Merger Sub”), as the Borrower prior to the consummation of the Closing Date Merger, Hawk Parent Holdings LLC, a Delaware limited liability company (“Hawk Parent”), as the Borrower following the consummation of the Closing Date Merger, the other Loan Parties from time to time party hereto, the several banks and other financial institutions and lenders from time to time party hereto (the “Lenders”) and SUNTRUST BANK, in its capacity as administrative agent for the Lenders (including its successors in such capacity, the “Administrative Agent”), as Issuing Bank and Swingline Lender.
EMPLOYMENT AGREEMENTEmployment Agreement • May 10th, 2023 • Repay Holdings Corp • Services-business services, nec • Georgia
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of January 20, 2022 (the “Effective Date”), by and between Repay Management Services LLC, a Delaware limited liability company (the “Company”), and David Guthrie, a resident of the State of Georgia (“Executive”).
TAX RECEIVABLE AGREEMENT among REPAY HOLDINGS CORPORATION and THE PERSONS NAMED HEREIN Dated as of July 11, 2019Tax Receivable Agreement • July 17th, 2019 • Repay Holdings Corp • Blank checks • New York
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of July 11, 2019, is hereby entered into by and among Repay Holdings Corporation, a Delaware corporation (the “Corporate Taxpayer”), and each of the other persons from time to time party hereto (the “TRA Parties”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 22nd, 2018 • Thunder Bridge Acquisition LTD • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of June 18, 2018, by and between Thunder Bridge Acquisition, Ltd., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Second AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HAWK PARENT HOLDINGS LLC Dated as of [●], 2019Limited Liability Company Agreement • June 14th, 2019 • Thunder Bridge Acquisition LTD • Blank checks • Delaware
This Second AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Hawk Parent Holdings LLC (the “Company”), is made as of [●], 2019 (the “Effective Date”) by and among Repay Holdings Corporation, a Delaware corporation, as the Managing Member, and the Members whose names are set forth in the books and records of the Company.
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • February 5th, 2021 • Repay Holdings Corp • Services-business services, nec • New York
THIS AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is made and entered into as of February 3, 2021, by and among Repay Holdings Corporation, a Delaware corporation (“Parent”), Hawk Parent Holdings LLC, a Delaware limited liability company (the “Borrower”), the other Loan Parties from time to time party hereto, the several banks and other financial institutions and lenders from time to time party hereto (the “Lenders”) and TRUIST BANK (successor by merger to SunTrust Bank), in its capacity as administrative agent for the Lenders (including its successors in such capacity, the “Administrative Agent”), as Issuing Bank and Swingline Lender.
FOUNDER STOCKHOLDERS AGREEMENT DATED AS OF JULY 11, 2019 AMONG REPAY HOLDINGS CORPORATION AND THE FOUNDERS PARTY HERETOFounder Stockholders Agreement • July 17th, 2019 • Repay Holdings Corp • Blank checks • New York
This Founder Stockholders Agreement is entered into as of July 11, 2019 by and among Repay Holdings Corporation, a Delaware corporation and the successor to Parent (as defined below) (together with Parent to the extent applicable, the “Company”), John A. Morris (“Morris”), Shaler V. Alias (“Alias), The 2018 JAM Family Charitable Trust dated March 1, 2018, JOSEH Holdings, LLC, Alias Holdings, LLC and each of the other parties from time to time party hereto (each, including Morris and Alias, a “Stockholder” and collectively, the “Stockholders”). Morris and Alias are sometimes referred to herein, individually, as a “Founder” and, collectively, as the “Founders.”
CORSAIR DIRECTOR SUPPORT AGREEMENTCorsair Director Support Agreement • May 9th, 2019 • Thunder Bridge Acquisition LTD • Blank checks
This Corsair Director Support Agreement (this “Agreement”) is being executed and delivered as of May 9, 2019, by the individual named on the signature page hereto (the “Restricted Party”), in favor of, and for the benefit of Thunder Bridge Acquisition Ltd., a Cayman Islands exempted company (together with its successors, including the resulting Delaware corporation after the consummation of the Domestication (as defined below), “Parent”), Hawk Parent Holdings LLC, a Delaware limited liability company (together with its successors, including the surviving limited liability company in the Merger (as defined below), the “Company”), and each of Parent’s and the Company’s present and future successors and direct and indirect Subsidiaries (collectively with Parent and the Company, the “Covered Parties;” provided, however, any Subsidiary of Parent or the Company shall be deemed a Covered Party solely during the period for which such Person is a Subsidiary of Parent or the Company). Each capit
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 17th, 2019 • Repay Holdings Corp • Blank checks • New York
This Registration Rights Agreement (as amended from time to time, this “Agreement”) is dated as of July 11, 2019, and is by and among Repay Holdings Corporation, a Delaware corporation and the successor to Thunder Bridge Acquisition Ltd., a Cayman Islands exempted company, pursuant to its statutory conversion into a Delaware corporation in accordance with the applicable provisions of the Companies Law (2018 Revision) of the Cayman Islands (the “Company”), CC Payment Holdings, L.L.C. and its related vehicles (“Corsair”) and each of the stockholders of the Company identified on the signature pages hereto (together with Corsair, the “Stockholders”, and individually a “Stockholder”). References to Corsair include all of its affiliated private equity funds, including co-invest and side-by-side entities, that hold shares (as defined below). References to Stockholders also include transferees to whom a Stockholder transfers shares and related rights under this Agreement in accordance with Sec
SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER May 9, 2019Agreement and Plan of Merger • May 9th, 2019 • Thunder Bridge Acquisition LTD • Blank checks • New York
THIS SECOND AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into effective as of this 21st day of January, 2019, by and among Thunder Bridge Acquisition Ltd., a Cayman Islands exempted company (“Parent”), TB Acquisition Merger Sub LLC, a Delaware limited liability company and wholly-owned subsidiary of Parent (“Merger Sub”), Hawk Parent Holdings LLC, a Delaware limited liability company (the “Company”) and, solely in its capacity as the Company Securityholder Representative, CC Payment Holdings, L.L.C., a Delaware limited liability company (the “Company Securityholder Representative”). Parent, Merger Sub, the Company and the Company Securityholder Representative may be referred to herein, collectively, as the “Parties” and, individually, as a “Party”.
PARENT SPONSOR DIRECTOR SUPPORT AGREEMENTParent Sponsor Director Support Agreement • May 29th, 2019 • Thunder Bridge Acquisition LTD • Blank checks
This Parent Sponsor Director Support Agreement (this “Agreement”) is being executed and delivered as of May 29, 2019, by the individual named on the signature page hereto (the “Restricted Party”), in favor of, and for the benefit of Thunder Bridge Acquisition Ltd., a Cayman Islands exempted company (together with its successors, including the resulting Delaware corporation after the consummation of the Domestication (as defined below), “Parent”), Hawk Parent Holdings LLC, a Delaware limited liability company (together with its successors, including the surviving limited liability company in the Merger (as defined below), the “Company”), and each of Parent’s and the Company’s present and future successors and direct and indirect Subsidiaries (collectively with Parent and the Company, the “Covered Parties;” provided, however, any Subsidiary of Parent or the Company shall be deemed a Covered Party solely during the period for which such Person is a Subsidiary of Parent or the Company). Ea
THUNDER BRIDGE ACQUISIITION, LTD.Thunder Bridge Acquisition LTD • June 22nd, 2018 • Blank checks • New York
This letter agreement by and between Thunder Bridge Acquisition, Ltd. (the “Company”) and First Capital Group, LLC (“First Capital”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the NASDAQ Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
THIRD AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • February 10th, 2023 • Repay Holdings Corp • Services-business services, nec • New York
THIS AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is made and entered into as of February 3, 2021, by and among Repay Holdings Corporation, a Delaware corporation (“Parent”), Hawk Parent Holdings LLC, a Delaware limited liability company (the “Borrower”), the other Loan Parties from time to time party hereto, the several banks and other financial institutions and lenders from time to time party hereto (the “Lenders”) and TRUIST BANK (successor by merger to SunTrust Bank), in its capacity as administrative agent for the Lenders (including its successors in such capacity, the “Administrative Agent”), as Issuing Bank and Swingline Lender.
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT March 1, 2021Employment Agreement • April 23rd, 2021 • Repay Holdings Corp • Services-business services, nec
This First Amendment (this “Amendment”) to the Employment Agreement (as defined below) is made and entered into as of the date first written above by and between Repay Management Services LLC (the “Company”) and John A. Morris (“Executive”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Employment Agreement.
STOCKHOLDERS AGREEMENT DATED AS OF JULY 11, 2019 AMONG REPAY HOLDINGS CORPORATION AND THUNDER BRIDGE ACQUISITION LLCStockholders Agreement • July 17th, 2019 • Repay Holdings Corp • Blank checks • New York
This Stockholders Agreement is entered into as of July 11, 2019 by and among Repay Holdings Corporation, a Delaware corporation and the successor to Parent (as defined below) (together with Parent to the extent applicable, the “Company”), and Thunder Bridge Acquisition LLC, a Delaware limited liability company (the “Stockholder”).
COMPANY EQUITY HOLDER SUPPORT AGREEMENTCompany Equity Holder Support Agreement • February 12th, 2019 • Thunder Bridge Acquisition LTD • Blank checks
This Company Equity Holder Support Agreement (this “Agreement”) is being executed and delivered as of January 21, 2019, by the individual named on the signature page hereto (the “Restricted Party”) and, solely for purposes of Section 12 hereof, Hawk Buyer Holdings, LLC (the “2016 Buyer”), in favor of, and for the benefit of Thunder Bridge Acquisition Ltd., a Cayman Islands exempted company (together with its successors, including the resulting Delaware corporation after the consummation of the Domestication (as defined below), “Parent”), Hawk Parent Holdings LLC, a Delaware limited liability company (together with its successors, including the surviving limited liability company in the Merger (as defined below), the “Company”), and each of Parent’s and the Company’s present and future successors and direct and indirect Subsidiaries (collectively with Parent and the Company, the “Covered Parties;” provided, however, any Subsidiary of Parent or the Company shall be deemed a Covered Party
COMPANY SPONSOR STOCKHOLDERS AGREEMENT DATED AS OF JULY 11, 2019 AMONG REPAY HOLDINGS CORPORATION AND CC PAYMENT HOLDINGS, L.L.C.Company Sponsor Stockholders Agreement • July 17th, 2019 • Repay Holdings Corp • Blank checks • New York
This Company Sponsor Stockholders Agreement is entered into as of July 11, 2019 by and among Repay Holdings Corporation, a Delaware corporation and the successor to Parent (as defined below) (together with Parent to the extent applicable, the “Company”), CC Payment Holdings, L.L.C. each of the other parties from time to time party hereto (each, a “Stockholder” and collectively, the “Stockholders”).
REPAY HOLDINGS CORPORATION. RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • July 17th, 2019 • Repay Holdings Corp • Blank checks
THIS RESTRICTED STOCK AWARD AGREEMENT (the “Award Document”) is hereby granted as of [DATE] (the “Grant Date”) by Repay Holdings Corporation, a Delaware corporation (the “Company”), to [NAME] (the “Grantee”) pursuant to the Repay Holdings Corporation Omnibus Incentive Plan (the “Plan”) and subject to the terms and conditions set forth therein and as set out in this Award Document. Capitalized terms used herein shall, unless otherwise required by the context, have the meaning ascribed to such terms in the Plan.
UNIT PURCHASE AGREEMENTUnit Purchase Agreement • September 14th, 2020 • Repay Holdings Corp • Services-business services, nec • New York
Subject to the terms and conditions stated in this Unit Purchase Agreement (this “Agreement”), CC Payment Holdings, L.L.C., (the “Selling Unitholder”) hereby agrees to sell to Repay Holdings Corporation (“Repay”), and Repay hereby agrees to purchase from the Selling Unitholder, the number of Class A units representing limited liability company interests in Hawk Parent Holdings LLC (“Post-Merger Repay Units”) set forth opposite the Selling Unitholder’s name under the first column in Schedule I hereto (such Post-Merger Repay Units, the “Firm Units”).
FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 17th, 2019 • Repay Holdings Corp • Blank checks
THIS FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this “First Amendment”) is entered into on July 11, 2019, and shall be effective as of the Effective Time (defined below), by and among: (i) Thunder Bridge Acquisition, Ltd., a Cayman Islands exempted company (together with any successor thereto, including upon the Domestication (as defined below), the “Company”) and (ii) Thunder Bridge Acquisition LLC, a Delaware limited liability company (the “Sponsor”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Registration Rights Agreement.
REPAY HOLDINGS CORPORATION PERFORMANCE-BASED RESTRICTED STOCK UNITS AWARD AGREEMENTAward Agreement • March 23rd, 2023 • Repay Holdings Corp • Services-business services, nec
THIS PERFORMANCE-BASED RESTRICTED STOCK UNITS AWARD AGREEMENT (the “Award Document”) is hereby granted as of the “Grant Date” set forth below by Repay Holdings Corporation, a Delaware corporation (“Repay”), to the “Grantee” identified below pursuant to the Repay Holdings Corporation Omnibus Incentive Plan (as amended, the “Plan”) and subject to the terms and conditions set forth therein and as set out in this Award Document. Capitalized terms used herein shall, unless otherwise required by the context, have the meaning ascribed to such terms in the Plan.
FIRST AMENDMENT TO REVOLVING CREDIT AND TERM LOAN AGREEMENTRevolving Credit and Term Loan Agreement • February 10th, 2020 • Repay Holdings Corp • Services-business services, nec • New York
determined as provided above. Notwithstanding the foregoing, the Applicable Percentage shall be at Level I as set forth in the Pricing Grid from the Closing Date through the date on which the financial statements required by Section 5.1(b) and the Compliance Certificate required by Section 5.1(c) for Fiscal Quarter ending September 30, 2019 are delivered (or, at the Borrower’s option, for the Fiscal Quarter ending June 30, 2019). In the event that any financial statement or Compliance Certificate delivered hereunder is shown to be inaccurate prior to the termination of this Agreement, and such inaccuracy, if corrected, would have led to the application of a higher Applicable Percentage based upon the Pricing Grid (the “Accurate Applicable Percentage”) for any period that such financial statement or Compliance Certificate covered, then (i) the Borrower shall promptly deliver to the Administrative Agent a corrected financial statement or Compliance Certificate, as the case may be, for su
FORM OF SUBSCRIPTION AND DISTRIBUTION AGREEMENTForm of Subscription and Distribution Agreement • February 12th, 2019 • Thunder Bridge Acquisition LTD • Blank checks • Delaware
THIS SUBSCRIPTION AND DISTRIBUTION AGREEMENT (this “Agreement”) by and between Repay Holdings Corporation, a Delaware corporation (the “Surviving Pubco”), and Hawk Parent Holdings LLC, a Delaware limited liability company (the “Surviving Company”) is made as of [●], 2019.
