Shaler Alias - 03 Jul 2013 Form 4 Insider Report for Repay Holdings Corp (RPAY)

Footnote F1

Reflects an exchange of Post-Merger Repay Units (as defined below) on a one-for-one basis for shares of Class A common stock of Repay Holdings Corporation (the "Issuer") pursuant to the Exchange Agreement (as defined below).

Footnote F2

These securities are held directly by a limited liability company, of which Reporting Person owns all of the voting ownership interests and serves as the sole member of its board of directors.

Footnote F3

The transaction was pursuant to a Rule 10b5-1 plan adopted on March 7, 2023.

Footnote F4

The sales price indicated is a weighted average sales price. For 7/3/2023 sale, the corresponding shares were sold in multiple transactions at prices ranging from $7.71 to $8.04 inclusive. For 7/5/2023 sale, the corresponding shares were sold in multiple transactions at prices ranging from $7.77 to $7.94 inclusive. For 7/6/2023 sale, the corresponding shares were sold in multiple transactions at prices ranging from $7.50 to $7.69 inclusive. The Reporting Person undertakes to provide to the Issuer, any securityholder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within each of the ranges set forth.

Footnote F5

Represents non-voting limited liability company interests (the "Post-Merger Repay Units") in Hawk Parent Holdings, LLC ("Hawk Parent"). Pursuant to the terms of an exchange agreement (the "Exchange Agreement") among Hawk Parent, the Issuer and certain holders of the Post-Merger Repay Units, the Post-Merger Repay Units may be exchanged at the discretion of the holder for shares of Class A common stock of the Issuer on a one-for-one basis, or, at the option of the Issuer, cash. These exchange rights do not expire.