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.
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”).
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.”
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
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”).
AMENDMENT OF WARRANT AGREEMENTWarrant Agreement • July 17th, 2019 • Repay Holdings Corp • Blank checks • New York
THIS AMENDMENT OF WARRANT AGREEMENT (this “Agreement”), made as of July 11, 2019, is by and among 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”).
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.
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.
COMPANY SPONSOR STOCKHOLDERS AGREEMENT DATED AS OF JULY 11, 2019 AMONG REPAY HOLDINGS CORPORATION AND CC PAYMENT HOLDINGS, L.L.C.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”).
EXCHANGE AGREEMENTExchange Agreement • July 17th, 2019 • Repay Holdings Corp • Blank checks • Delaware
EXCHANGE AGREEMENT (this “Agreement”), dated as of July 11, 2019, among Repay Holdings Corporation, a Delaware corporation, Hawk Parent Holdings, LLC, a Delaware limited liability company, and the holders, other than the Corporation, of LLC Units (as defined herein) from time to time party hereto.
