Form 8-K

8-K — Repay Holdings Corp

Accession: 0001193125-26-153953

Filed: 2026-04-14

Period: 2026-04-13

CIK: 0001720592

SIC: 7389 (SERVICES-BUSINESS SERVICES, NEC)

Item: Entry into a Material Definitive Agreement

Item: Material Modifications to Rights of Security Holders

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — d893808d8k.htm (Primary)

EX-3.1 (d893808dex31.htm)

EX-4.1 (d893808dex41.htm)

EX-99.1 (d893808dex991.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: d893808d8k.htm · Sequence: 1

8-K

Repay Holdings Corp false 0001720592 --12-31 0001720592 2026-04-13 2026-04-13

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 13, 2026

REPAY HOLDINGS CORPORATION

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-38531

98-1496050

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

3060 Peachtree Road NW

Suite 1100

Atlanta, Georgia

30305

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: 404 504-7472

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Class A common stock, par value $0.0001 per share

RPAY

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01.

Entry into a Material Definitive Agreement.

The information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.

Item 3.03.

Material Modification to Rights of Security Holders.

On April 13, 2026, the Board of Directors (the “Board”) of Repay Holdings Corporation (the “Company”) declared a dividend of one preferred share purchase right (a “Right”) for each outstanding share of Class A common stock, par value $0.0001 per share, of the Company (the “Common Stock”), and adopted a stockholder rights plan, as set forth in the Stockholder Rights Agreement, dated as of April 13, 2026 (the “Rights Agreement”), by and between the Company and Continental Stock Transfer & Trust Company, as rights agent. The dividend is payable on April 24, 2026 to Company stockholders of record as of the close of business on April 24, 2026.

In general terms, the Rights Agreement imposes significant dilution upon any person or group (other than the Company, certain related persons and other exceptions as set forth in the Rights Agreement) that is or becomes the beneficial owner of 12.5% (the “Triggering Percentage”) or more of the Company’s outstanding Common Stock without the prior approval of the Board. A person or group that becomes the beneficial owner of the Triggering Percentage or more is called an “Acquiring Person.” Any Rights held by an Acquiring Person will be null and void and may not be exercised. Stockholders that beneficially own the Triggering Percentage or more of the Company’s outstanding Common Stock on the date the plan is adopted, are not considered Acquiring Persons; however, such stockholders generally may not acquire, or obtain the right to acquire, beneficial ownership of one or more additional shares of the Company’s outstanding Common Stock. The term “beneficial ownership” is defined in the Rights Agreement and includes, among other things, certain securities that may be exercised or converted into shares of Common Stock and certain derivative arrangements.

A summary of the Rights Agreement follows. This description is only a summary, is not complete, and should be read together with the entire Rights Agreement, which has been filed as an exhibit to this Form 8-K.

General.

The Rights. The Rights will initially trade with, and will be inseparable from, the Common Stock. The Rights are evidenced by certificates that represent shares of Common Stock or by Common Stock represented in the book entry account system. New Rights will accompany any new shares of Common Stock the Company issues after April 24, 2026 until the Distribution Date (as defined below).

Purchase Price. Each Right will allow its holder to purchase from the Company one one-thousandth of a share of the Company’s Series A Junior Participating Preferred Stock (the “Preferred Stock”) for $17.00, subject to certain adjustments (as adjusted from time to time, the “Purchase Price”), once the Rights become exercisable. This portion of a Preferred Stock will give the stockholder approximately the same dividend, voting, and liquidation rights as would one share of Common Stock. Prior to exercise, the Right does not give its holder any dividend, voting, or liquidation rights.

Exercisability. The Rights will not be exercisable until ten (10) days after the public announcement that a person or group has become an “Acquiring Person.”

Certain synthetic interests in securities created by derivative positions – whether or not such interests are considered to be ownership of the underlying Common Stock or are reportable for purposes of Regulation 13D of the Securities Exchange Act of 1934, as amended – are treated as beneficial ownership of the number of shares of Common Stock equivalent to the economic exposure created by the derivative position, to the extent actual shares of Common Stock are directly or indirectly held by counterparties to the derivatives contracts. Swaps dealers unassociated with any control intent or intent to evade the purposes of the Rights Agreement are excepted from such imputed beneficial ownership.

The date when the Rights become exercisable is the “Distribution Date.” Until that date, the Common Stock certificates (or, in the case of uncertificated shares, by notations in the book-entry account system) will also evidence the Rights, and any transfer of shares of Common Stock will constitute a transfer of Rights. After that date, the Rights will separate from the Common Stock and be evidenced by book-entry credits or by Rights certificates that the Company will mail to all eligible holders of Common Stock. Any Rights held by an Acquiring Person are null and void and may not be exercised.

Qualifying Offer Provision. In the event the Company receives a Qualifying Offer (as defined in the Rights Agreement) and the Company does not redeem the outstanding Rights, the Company may exempt such Qualifying Offer from the Rights

Agreement, or call a special meeting of stockholders to vote on whether or not to exempt such Qualifying Offer from the Rights Agreement, in each case within 90 business days of the commencement of the Qualifying Offer (the “Board Evaluation Period”). The holders of record of 20% or more of the outstanding Common Stock (excluding shares of Common Stock that are beneficially owned by the person making the Qualifying Offer) may submit a written demand directing the Board to submit a resolution exempting the Qualifying Offer from the Rights Agreement to be voted upon at a special meeting to be convened within 90 business days following the last day of the Board Evaluation Period (the “Special Meeting Period”). The Board must take the necessary actions to cause such resolution to be submitted to a vote of stockholders at a special meeting within the Special Meeting Period; however, the Board may recommend in favor of or against or take no position with respect to the adoption of the resolution, as it determines to be appropriate in the exercise of the Board’s fiduciary duties.

Consequences of a Person or Group Becoming an Acquiring Person.

•

Flip In. If a person or group becomes an Acquiring Person, all holders of Rights except the Acquiring Person may, for $17.00, purchase shares of Common Stock with a market value of $34.00, based on the market price of the Common Stock prior to such acquisition.

•

Flip Over. If the Company is later acquired in a merger or similar transaction after the Distribution Date, all holders of Rights except the Acquiring Person may, for $17.00, purchase shares of the acquiring corporation with a market value of $34.00 based on the market price of the acquiring corporation’s common stock, prior to such merger.

•

Notional Shares. Shares held by affiliates, associates or, in certain cases, any transferee of an Acquiring Person, and Notional Shares (as defined in the Rights Agreement) held by counterparties to a Derivatives Contract (as defined in the Rights Agreement) with an Acquiring Person, will be deemed to be beneficially owned by the Acquiring Person.

Preferred Stock Provisions.

Each one one-thousandth of a share of Preferred Stock, if issued:

•

will not be redeemable.

•

will entitle holders to quarterly dividend payments of $1.00 per share, or an economically equivalent amount to the dividend paid on one share of Common Stock, whichever is greater.

•

will entitle holders upon liquidation either to receive $1.00 per one-thousandth of a share of Preferred Stock, or an economically equivalent amount to the payment made on one share of Common Stock, whichever is greater.

•

will have the same voting power as one share of Common Stock.

•

if shares of Common Stock are exchanged via merger, consolidation, or a similar transaction, will entitle holders to a per share payment equal to the payment made on one share of Common Stock.

The value of one one-thousandth interest in a share of Preferred Stock should approximate the value of one share of Common Stock.

Expiration. The Rights will expire on April 13, 2027, or such earlier date as provided in the Rights Agreement.

Redemption. The Board may redeem the Rights for $0.001 per Right at any time before the Distribution Date. If the Board redeems any Rights, it must redeem all of the Rights. Once the Rights are redeemed, the only right of the holders of Rights will be to receive the redemption price of $0.001 per Right. The redemption price will be adjusted if the Company has a stock split or stock dividends of the Common Stock.

Exchange. After a person or group becomes an Acquiring Person, but before any person (subject to certain exceptions as described in the Rights Agreement) owns more than 50% of the outstanding Common Stock, the Board may extinguish the Rights by exchanging one share of Common Stock, or an equivalent security for each Right, other than Rights held by the Acquiring Person.

Anti-Dilution Provisions. The Board may adjust the Purchase Price payable, the number of Preferred Stock issuable and the number of outstanding Rights to prevent dilution that may occur from a stock dividend, a stock split, a reclassification of the Preferred Stock or Common Stock. No adjustments to the Purchase Price of less than 1% will be made.

Amendments. For so long as the Rights are redeemable, the Company may, from time to time, supplement or amend the Rights Agreement without the approval of any holders of Rights. At any time when the Rights are not redeemable, the Company may amend or supplement the Rights Agreement without the approval of any holders of Rights in order to (i) cure any ambiguity, (ii) correct or supplement any provision of the Rights Agreement that may be defective or inconsistent with any other provision of the Rights Agreement, (iii) shorten or lengthen any time period in the Rights Agreement or (iv) otherwise change, amend or supplement any provision that the Company may deem necessary or desirable. However, from and after the time when the Rights are no longer redeemable, the Rights Agreement may not be amended or supplemented in any manner that would adversely affect the interests of the holders of Rights (other than holders of Rights that have become null and void).

The Rights Agreement is attached hereto as Exhibit 4.1 and is incorporated herein by reference. The description of the Rights Agreement herein does not purport to be complete and is qualified in its entirety by reference to Exhibit 4.1.

The information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the adoption of the Rights Agreement, the Company has adopted a Certificate of Designation of Series A Junior Participating Preferred Stock (the “Certificate of Designation”). The Certificate of Designation was filed with the Secretary of State of the State of Delaware on April 14, 2026. See the description of the Rights Agreement in Item 3.03 of this Current Report on Form 8-K for a more complete description of the rights and preferences of the Preferred Stock. The information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.

The Certificate of Designation is attached hereto as Exhibit 3.1 and is incorporated herein by reference. The description of the Certificate of Designation herein does not purport to be complete and is qualified in its entirety by reference to Exhibit 3.1.

Item 7.01.

Regulation FD Disclosure.

On April 14, 2026, the Company issued a press release announcing the adoption of the Rights Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference into this Item 7.01.

As provided in General Instruction B.2 of Form 8-K, the information and exhibits contained in this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) nor shall they be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

Exhibit

No.

Description

3.1

Certificate of Designation for Series A Junior Participating Preferred Stock of Repay Holdings Corporation.

4.1

Stockholder Rights Agreement, dated as of April 13, 2026, by and between Repay Holdings Corporation and Continental Stock Transfer & Trust Company.

99.1

Press Release, dated April 14, 2026, issued by Repay Holdings Corporation.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Repay Holdings Corporation

Dated: April 14, 2026

By:

/s/ Tyler B. Dempsey

Tyler B. Dempsey

General Counsel and Corporate Secretary

EX-3.1

Filename: d893808dex31.htm · Sequence: 2

EX-3.1

Exhibit 3.1

CERTIFICATE OF DESIGNATION

SERIES A JUNIOR

PARTICIPATING PREFERRED STOCK

REPAY HOLDINGS CORPORATION

(Pursuant to Section 151 of the

Delaware General Corporation Law)

Repay Holdings Corporation, a corporation organized and existing under the General Corporation Law of the State of Delaware (hereinafter

called the “Corporation”), hereby certifies that the following resolution was adopted by the Board of Directors of the Corporation as required by Section 151 of the General Corporation Law at a meeting duly called and held on

April 13, 2026:

RESOLVED, that pursuant to the authority granted to and vested in the Board of Directors of this Corporation

(hereinafter called the “Board of Directors” or the “Board”) in accordance with the provisions of the Certificate of Incorporation, the Board of Directors hereby creates a series of Preferred Stock, par value

$0.0001 per share, of the Corporation (the “Preferred Stock”), and hereby states the designation and number of shares, and fixes the relative rights, preferences, and limitations thereof as follows:

Series A Junior Participating Preferred Stock:

Section 1. Designation and Amount. The shares of such series shall be designated as “Series A Junior Participating Preferred

Stock” (the “Series A Preferred Stock”) and the number of shares constituting the Series A Preferred Stock shall be 200,000. Such number of shares may be increased or decreased by resolution of the Board of Directors;

provided that no decrease shall reduce the number of shares of Series A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options,

rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preferred Stock.

Section 2. Dividends and Distributions.

(A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior

and superior to the Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock, in preference to the holders of Class A Common Stock, par value $0.0001 per share (the “Common

Stock”), of the Corporation, and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the first

day of March, June, September and December in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share

or fraction of a share of Series A Preferred Stock, in an amount per share of Series A Preferred Stock (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, 1,000

times the aggregate per share amount of all cash dividends, and 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in

shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on each share of Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the

first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common

Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a

dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause

(b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of

shares of Common Stock that were outstanding immediately prior to such event.

(B) The Corporation shall declare a dividend

or distribution on the Series A Preferred Stock as provided in paragraph (A) of this Section immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided

that, in the event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $1.00 per share on the

Series A Preferred Stock shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date.

shall begin to accrue and be cumulative on outstanding shares of Series A Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such shares, unless the date of issue of such shares is prior to the record date

for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date

for the determination of holders of shares of Series A Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from

such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares of Series A Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such

shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the

determination of holders of shares of Series A Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be not more than 60 days prior to the date fixed for the payment thereof.

Section 3. Voting Rights. The holders of shares of Series A Preferred Stock shall have the following voting rights:

(A) Subject to the provision for adjustment hereinafter set forth, each share of Series A Preferred Stock shall entitle the

holder thereof to 1,000 votes on all matters submitted to a vote of the stockholders of the Corporation. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a

subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each

such case the number of votes per share to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event shall be adjusted by multiplying such number by a fraction, the numerator of which is the number of shares

of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

(B) Except as otherwise provided herein, in any other certificate of designations creating a series of Preferred Stock or any

similar stock, or by law, the holders of shares of Series A Preferred Stock and the holders of shares of Common Stock and any other capital stock of the Corporation having general voting rights shall vote together as one class on all matters

submitted to a vote of stockholders of the Corporation.

Series A Preferred Stock shall have no special voting rights, and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action.

Section 4. Certain Restrictions.

(A) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in

Section 2 hereof are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series A Preferred Stock outstanding shall have been paid in full, the

Corporation shall not:

(i) declare or pay dividends, or make any other distributions, on any shares of stock ranking

junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock;

(ii)

declare or pay dividends, or make any other distributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the

Series A Preferred Stock and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;

(iii) redeem or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or

upon liquidation, dissolution or winding up) to the Series A Preferred Stock, provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the

Corporation ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Series A Preferred Stock; or

(iv) redeem or purchase or otherwise acquire for consideration any shares of Series A Preferred Stock, or any shares of stock

ranking on a parity with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such shares upon such terms as the Board of Directors,

after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or

classes.

(B) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for

consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

Section 5. Reacquired Shares. Any shares of Series A Preferred Stock purchased or otherwise acquired by the Corporation in any

manner whatsoever shall be retired and cancelled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued shares of Preferred Stock and may be reissued as part of a new series of Preferred

Stock subject to the conditions and restrictions on issuance set forth herein, in the Certificate of Incorporation, or in any other certificate of designations creating a series of Preferred Stock or any similar stock or as otherwise required by

law.

Section 6. Liquidation, Dissolution or Winding Up. Upon any liquidation,

dissolution or winding up of the Corporation, no distribution shall be made (1) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless,

prior thereto, the holders of shares of Series A Preferred Stock shall have received $1,000 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment,

provided that the holders of shares of Series A Preferred Stock shall be entitled to receive an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 1,000 times the aggregate amount to be

distributed per share to holders of shares of Common Stock, or (2) to the holders of shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except

distributions made ratably on the Series A Preferred Stock and all such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event the

Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than

by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the aggregate amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such

event under the proviso in clause (1) of the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the

denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Section 7.

Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any

other property, then in any such case each share of Series A Preferred Stock shall at the same time be similarly exchanged or changed into an amount per share, subject to the provision for adjustment hereinafter set forth, equal to 1,000 times the

aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged. In the event the Corporation shall at any time declare or pay

any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common

Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Preferred Stock shall be adjusted by multiplying

such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such

event.

Section 8. No Redemption. The shares of Series A Preferred Stock shall not be redeemable.

Section 9. Rank. The Series A Preferred Stock shall rank, with respect to the payment of dividends and the distribution of assets,

junior to all series of any other class of the Corporation’s Preferred Stock, and shall rank senior to the Common Stock as to such matters.

Section 10. Amendment. The Certificate of Incorporation of the Corporation shall

not be amended in any manner which would materially alter or change the powers, preferences or special rights of the Series A Preferred Stock so as to affect them adversely without the affirmative vote of the holders of at least two-thirds of the outstanding shares of Series A Preferred Stock, voting together as a single class.

[Signature Page Follows]

IN WITNESS WHEREOF, this Certificate of Designation is executed on behalf of the Corporation

by its Chief Executive Officer and attested by its Secretary this 14th day of April, 2026.

/s/ John Morris

Chief Executive Officer

Attest:

/s/ Tyler B. Dempsey

Secretary

[Signature Page

to Certificate of Designation]

EX-4.1

Filename: d893808dex41.htm · Sequence: 3

EX-4.1

Exhibit 4.1

STOCKHOLDER RIGHTS AGREEMENT

by and between

REPAY

HOLDINGS CORPORATION

and

CONTINENTAL STOCK TRANSFER & TRUST COMPANY,

as Rights Agent

Dated

as of April 13, 2026

TABLE OF CONTENTS

Page

Section 1.

Definitions

Section 2.

Appointment of Rights Agent

Section 3.

Issue of Rights Certificates

Section 4.

Form of Rights Certificates

Section 5.

Countersignature and Registration

Section 6.

Transfer, Split Up, Combination and Exchange of Rights Certificates; Mutilated, Destroyed, Lost or Stolen Rights Certificates

Section 7.

Exercise of Rights; Purchase Price; Expiration Date of Rights

Section 8.

Cancellation and Destruction of Rights Certificates

Section 9.

Reservation and Availability of Preferred Stock

Section 10.

Preferred Stock Record Date

Section 11.

Adjustment of Purchase Price, Number and Kind of Shares or Number of Rights

Section 12.

Certificate of Adjusted Purchase Price or Number of Shares

Section 13.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power

Section 14.

Fractional Rights and Fractional Shares

Section 15.

Rights of Action

Section 16.

Agreement of Rights Holders

Section 17.

Rights Certificate Holder Not Deemed a Stockholder

Section 18.

Concerning the Rights Agent

Section 19.

Merger or Consolidation or Change of Name of Rights Agent

Section 20.

Rights and Duties of Rights Agent

Section 21.

Change of Rights Agent

Section 22.

Issuance of New Rights Certificates

Section 23.

Redemption

Section 24.

Exchange

Section 25.

Notice of Certain Events

Section 26.

Notices

Section 27.

Supplements and Amendments

Section 28.

Successors

Section 29.

Determinations and Actions by the Board

Section 30.

Benefits of this Agreement

Section 31.

Severability

TABLE OF CONTENTS

(continued)

Page

Section 32.

Governing Law

Section 33.

Counterparts

Section 34.

Force Majeure

Section 35.

Entire Agreement

Exhibit A

Form of Certificate of Designation

Exhibit B

Form of Rights Certificate

Exhibit C

Summary of Rights to Purchase Preferred Stock

STOCKHOLDER RIGHTS AGREEMENT (the “Agreement”), dated as of

April 13, 2026, between REPAY HOLDINGS CORPORATION, a Delaware corporation (the “Company”), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation, as rights agent (the “Rights

Agent”).

WHEREAS, the Board of Directors of the Company (the “Board”) has authorized and declared a dividend

of one preferred share purchase right (a “Right”) for each share of Common Stock (as hereinafter defined) of the Company outstanding on April 24, 2026 (the “Record Date”), each Right representing the right

to purchase one one-thousandth of a share of Preferred Stock (as hereinafter defined), upon the terms and subject to the conditions herein set forth, and has further authorized and directed the issuance of one

Right with respect to each share of Common Stock that shall become outstanding between the Record Date and the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date (as such terms are hereinafter defined).

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows:

Section 1. Definitions. For purposes of this Agreement, the following terms have the meanings

indicated:

(a) “Acquiring Person” shall mean any Person who or that, together with all Affiliates and

Associates of such Person, shall be the Beneficial Owner of the Triggering Percentage or more of the shares of Common Stock of the Company then outstanding, but shall not include (i) the Company, (ii) any Subsidiary of the Company,

(iii) any officers, directors and employees of the Company or any of its Subsidiaries solely in respect of such Person’s status or authority as such (including, without limitation, any fiduciary capacity), (iv) any employee benefit

plan of the Company or of any Subsidiary of the Company, or any entity expressly formed for the purpose of holding shares of Common Stock for or pursuant to the terms of any such plan, or (v) a Grandfathered Person to the extent that such

Person remains a Grandfathered Person. Notwithstanding the foregoing, no Person shall become an “Acquiring Person” as the result of an acquisition of shares of Common Stock by the Company that, by reducing the number of shares of Common

Stock of the Company outstanding, increases the proportionate number of shares of Common Stock of the Company Beneficially Owned by such Person, together with its Affiliates and Associates, to the Triggering Percentage or more of the shares of

Common Stock of the Company then outstanding; provided, however, that if a Person, together with its Affiliates and Associates, shall become the Beneficial Owner of the Triggering Percentage or more of the shares of Common Stock of the

Company then outstanding by reason of share acquisitions by the Company and shall, after the public announcement of such share acquisitions by the Company, become the Beneficial Owner of one or more additional shares of Common Stock of the Company,

then such Person shall be deemed to be an “Acquiring Person.” Notwithstanding the foregoing, if the Board determines in good faith that a Person who otherwise would be an “Acquiring Person,” as defined pursuant to the

foregoing provisions of this paragraph (a), has become such inadvertently, and such Person divests as promptly as practicable (as determined in good faith by the Board) a sufficient number of shares of Common Stock so that such Person would no

longer be an “Acquiring Person,” as defined pursuant to the foregoing provisions of this paragraph (a), then such Person shall not be deemed to be an “Acquiring Person” solely as a result of such inadvertent status for any

purposes of this Agreement. Notwithstanding the foregoing, if a bona fide swaps dealer who otherwise would be an “Acquiring Person” has become so as a result of its actions in the ordinary course of its business that the Board

determines, in its sole discretion, were taken without the intent or effect of evading or assisting any other Person to evade the purposes and intent of this Agreement, or otherwise seeking to control or influence the management or policies of the

Company, then, and unless and until the Board shall otherwise determine, such Person shall not be deemed to be an “Acquiring Person” for any purposes of this Agreement. Notwithstanding the foregoing, no Person shall

become an “Acquiring Person” solely as a result of any unilateral grant of any security by the Company, or through the exercise of any options, warrants, rights or similar interests

(including, without limitation, restricted stock) granted by the Company to its directors, officers and employees; provided, however, that if a Person, together with all of its Affiliates and Associates, becomes the Beneficial Owner of

the Triggering Percentage or more of the shares of Common Stock of the Company then outstanding by reason of a unilateral grant of a security by the Company, or through the exercise of any options, warrants, rights or similar interests (including,

without limitation, restricted stock) granted by the Company to its directors, officers and employees, then such Person shall nevertheless be deemed to be an “Acquiring Person” if, subject to this Section 1(a),

such Person, together with all of its Affiliates and Associates, thereafter becomes the Beneficial Owner of one or more additional shares of Common Stock, except as a result of (A) a dividend or distribution paid or made by the Company on the

outstanding shares of Common Stock or a split or subdivision of the outstanding shares of Common Stock; or (B) the unilateral grant of a security by the Company, or through the exercise of any options, warrants, rights or similar interests

(including, without limitation, restricted stock) granted by the Company to its directors, officers and employees. Notwithstanding the foregoing, no Person shall be deemed an “Acquiring Person” solely by virtue of such Person’s,

together with all Affiliates’ and Associates’ of such Person, Beneficial Ownership of any Convertible Notes or any shares of Common Stock deemed to be Beneficially Owned solely by reason of such Person’s, together with all

Affiliates’ and Associates’ of such Person, Beneficial Ownership of such Convertible Notes (such shares, together with the Convertible Notes, the “Convertible Shares”); provided, however, that for the

avoidance of doubt, such Person not otherwise excluded from the definition of Acquiring Person shall be deemed an Acquiring Person if such Person, together with all Affiliates and Associates of such Person, Beneficially Owns additional shares of

Common Stock (other than the Convertible Shares) representing the Triggering Percentage or more of Common Stock of the Company then outstanding.

(b) “Affiliate” and “Associate” shall have the respective meanings ascribed to such terms

in Rule 12b-2 of the Exchange Act Regulations as in effect on the date of this Agreement.

(d) A Person shall be deemed the “Beneficial Owner” of, and shall be deemed to “Beneficially

Own” and have “Beneficial Ownership” of any securities:

(i) that such Person or any of such

Person’s Affiliates or Associates beneficially owns, directly or indirectly as determined pursuant to Rule 13d-3 or Rule 13d-5 of the Exchange Act Regulations as

in effect on the date of this Agreement;

(ii) that such Person or any of such Person’s Affiliates or Associates,

directly or indirectly, has (A) the right or the obligation to acquire (whether such right is exercisable, or such obligation is required to be performed, immediately or only after the passage of time or satisfaction of other conditions)

pursuant to any agreement, arrangement or understanding (whether or not in writing) (other than customary agreements with and between underwriters and selling group members with respect to a bona fide public offering of securities), or

upon the exercise of conversion rights, exchange rights, rights (other than these Rights), warrants or options, or otherwise; provided, however, that a Person shall not be deemed the Beneficial Owner of, or to Beneficially Own,

securities tendered to it, its Affiliates or its Associates pursuant to a tender or exchange offer made in accordance with the Exchange Act Regulations by or on behalf of such Person or any of such Person’s Affiliates or Associates until such

tendered securities are accepted for purchase or exchange; or (B) the right to vote (including the power to vote or to direct the voting of) or dispose (or direct the disposition) of pursuant to any agreement, arrangement or understanding

(whether or not in writing);

(iii) that are Beneficially Owned, directly or indirectly, by any other

Person (or any Affiliate or Associate thereof) with which such Person (or any of such Person’s Affiliates or Associates) has any agreement, arrangement or understanding, whether or not in writing, (1) for the purpose of acquiring,

holding, voting (unless such agreement, arrangement or understanding is not also then reportable on Schedule 13D and arises solely from a revocable proxy or consent given to such Person in response to a proxy or consent solicitation made pursuant

to, and in accordance with, the applicable provisions of the Exchange Act Regulations) or disposing of any securities of the Company, or (2) to obtain, change or influence control of the Company; or

(iv) that are Beneficially Owned, directly or indirectly, by a Counterparty (or any of such Counterparty’s Affiliates or

Associates) under any Derivatives Contract (without regard to any short or similar position under the same or any other Derivatives Contract) to which such Person or any of such Person’s Affiliates or Associates is a Receiving Party (as such

terms are defined in the definition of Derivatives Contract); provided, however, that the number of shares of Common Stock that a Person is deemed to Beneficially Own pursuant to this clause (iv) in connection with a particular

Derivatives Contract shall not exceed the number of Notional Common Shares with respect to such Derivatives Contract; provided, further, that the number of securities beneficially owned by each Counterparty (including its Affiliates

and Associates) under a Derivatives Contract shall for purposes of this clause (iv) be deemed to include all securities that are beneficially owned, directly or indirectly, by any other Counterparty (or any of such other Counterparty’s

Affiliates or Associates) under any Derivatives Contract to which such first Counterparty (or any of such first Counterparty’s Affiliates or Associates) is a Receiving Party, with this proviso being applied to successive Counterparties as

appropriate.

Notwithstanding anything in this definition of “Beneficial Ownership” to the contrary, the phrase “then

outstanding,” when used with reference to a Person’s Beneficial Ownership of securities of the Company, shall mean the number of such securities then issued and outstanding together with the number of such securities not then actually

issued and outstanding that are issuable by the Company and that such Person would be deemed to Beneficially Own hereunder.

Notwithstanding anything in this definition of “Beneficial Ownership” to the contrary, no Person engaged in business as an

underwriter of securities shall be deemed the “Beneficial Owner” of, nor “Beneficially Own,” any securities acquired through such Person’s participation in good faith in a firm commitment underwriting until the

expiration of forty (40) calendar days after the date of such acquisition.

(e) “Board” shall have

the meaning set forth in the preamble of this Agreement.

(f) “Book Entry” shall mean an uncertificated

book entry for any share of Common Stock or Preferred Stock.

(g) “Business Day” shall mean any day

other than a Saturday, Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close.

(h) “Close of Business” on any given date shall mean 5:00 P.M., New York City time, on such date;

provided, however, that if such date is not a Business Day it shall mean 5:00 P.M., New York City time, on the next succeeding Business Day.

(i) “Common Stock” when used with reference to the Company shall mean the shares of Class A common

stock, par value $0.0001 per share, of the Company. “Common Stock” when used with reference to any Person other than the Company shall mean the capital stock (or equity interest) with the greatest voting power of such other Person or, if

such other Person is a Subsidiary of another Person, the Person or Persons which ultimately control such first-mentioned Person.

(j) “Company” shall have the meaning set forth in the

preamble of this Agreement.

(k) “Convertible Notes” shall mean the Company’s 2.875% Convertible

Senior Notes due 2029.

(l) “Definitive Acquisition Agreement” shall mean any agreement entered into by

the Company that is conditioned on the approval by the holders of not less than a majority of the outstanding shares of Common Stock of the Company and is with respect to (i) a share exchange, one-step

merger, tender offer and second-step merger, consolidation, recapitalization, reorganization, business combination or similar transaction involving the Company, or (ii) the acquisition, directly or indirectly, of assets or earning power

aggregating 50% or more of the consolidated assets or earning power of the Company and its Subsidiaries (taken as a whole).

(m) A “Derivatives Contract” is a contract, including all related documentation, between two parties (the

“Receiving Party” and the “Counterparty”) that is designed to produce economic benefits and risks to the Receiving Party that correspond substantially to the ownership by the Receiving Party of a number of

shares of Common Stock specified or referenced in such contract (the number corresponding to such economic benefits and risks, the “Notional Common Shares”), regardless of whether obligations under such contract are required or

permitted to be settled through the delivery of cash, shares of Common Stock or other property, without regard to any short position under the same or any other Derivatives Contract. For the avoidance of doubt, interests in broad-based index

options, broad-based index futures and broad-based publicly-traded market baskets of stocks approved for trading by the appropriate federal governmental authority shall not be deemed to be Derivatives Contracts.

(n) “Distribution Date” shall have the meaning set forth in Section 3(a) hereof.

(o) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

(p) “Exchange Act Regulations” shall mean the General Rules and Regulations under the Exchange Act.

(q) “Exchange Ratio” shall have the meaning set forth in Section 24(a) hereof.

(r) “Exemption Date” shall have the meaning set forth in Section 23(c)(vi)

hereof.

(s) “Final Expiration Date” shall have the meaning set forth in

Section 7(a) hereof.

(t) “Grandfathered Person” shall mean any Person who or

which, together with all of its Affiliates and Associates, is, as of the time of the first public announcement of this Agreement, the Beneficial Owner of the Triggering Percentage or more of the shares of Common Stock of the Company then

outstanding. A Person ceases to be a “Grandfathered Person” if and when (i) such Person becomes the Beneficial Owner of less than the Triggering Percentage of the shares of Common Stock of the Company then outstanding; or

(ii) such Person increases its Beneficial Ownership of shares of Common Stock of the Company to an amount equal to or greater than the greater of (A) the Triggering Percentage of the shares of Common Stock of the Company then outstanding

and (B) the sum of (1) the lowest Beneficial Ownership of such Person as a percentage of the shares of Common Stock of the Company outstanding as of any time from and after the public announcement of this Agreement (other than as a result

of an acquisition of shares of Common Stock by the Company) plus (2) one share of Common

Stock of the Company. The foregoing definition shall grandfather the security or instrument underlying such Beneficial Ownership only in the type and form as of the date of this Agreement and

shall not grandfather any subsequent change, modification, swap or exchange of such security or instrument into a different type or form of security or instrument (unless such exchange is contemplated explicitly by the terms of such security or

instrument).

(u) “Independent Director” shall mean a Person, while such Person is a member of the

Board, who shall be determined to be independent under the listing standards of Nasdaq and who is not an Acquiring Person, or an Affiliate or an Associate of an Acquiring Person, or a representative of an Acquiring Person, or of any such Affiliate

or Associate; provided, however, that the fact that a Person is nominated for election as a director by an Acquiring Person or any such Affiliate, Associate or representative, or the fact that an Acquiring Person or any such Affiliate,

Associate or representative votes in favor of the election of a Person as a director, shall not, in and of itself, disqualify a Person from being an Independent Director provided that such Person does not have any agreement, arrangement or

understanding with such Acquiring Person, Affiliate, Associate or representative with respect to how such Person will vote on any future transactions or on any other matter to be considered by the Board or pursuant to which such Person is or may be

remunerated or financially rewarded in connection with their role on the Board.

(v) “Nasdaq” shall mean

The Nasdaq Stock Market LLC.

(w) “Outside Meeting Date” shall have the meaning set forth in

Section 23(c)(vi) hereof.

(x) “Ownership Statements” means, with respect to

any Book Entry share of Common Stock, current ownership statements issued to the record holders thereof in lieu of a certificate representing such share of Common Stock.

(y) “Person” shall mean any individual, firm, corporation, partnership, limited liability company,

association, trust, limited liability partnership, joint venture, unincorporated organization or other entity, and shall include any successor (by merger or otherwise) of such entity, as well as any members of any group under Rule 13d-5(b)(1) of the Exchange Act Regulations of which such Person is a member.

(z)

“Preferred Stock” shall mean shares of Series A Junior Participating Preferred Stock, par value $0.0001 per share, of the Company having the rights and preferences set forth in the Form of Certificate of Designation attached to

this Agreement as Exhibit A.

(aa) “Purchase Price” shall have the meaning set forth in

Section 4 hereof.

(bb) “Qualifying Offer” shall mean an offer determined in

good faith by a majority of the Independent Directors to have each of the following characteristics:

(i) a fully-financed, all cash

tender offer for all of the outstanding shares of Common Stock, or an exchange offer offering shares of common stock of the offeror, or a combination thereof, in each such case for any and all of the outstanding shares of Common Stock (whether such

shares are outstanding at the commencement of the offer or become outstanding thereafter upon the exercise or conversion of options or other securities that are outstanding at the commencement of the offer) at the same per share consideration;

(ii) an offer that has commenced within the meaning of Rule 14d–2(a) under the

Exchange Act;

(iii) an offer whose per share offer price and consideration represent a reasonable premium over the highest reported per

share market price of the shares of Common Stock in the immediately preceding twenty-four (24) months prior to the date on which the offer is commenced; provided that to the extent that an offer includes common stock of the offeror, such

per share offer price with respect to such common stock of the offeror will be determined for purposes of the foregoing provision using the lowest reported market price for common stock of the offeror during the five (5) Trading Days

immediately preceding and the five (5) Trading Days immediately following the date on which the Qualifying Offer is commenced;

(iv)

an offer that, within twenty (20) Business Days after the commencement date of such offer (or within ten (10) Business Days after any increase in the offer consideration), does not result in a nationally recognized investment banking firm

retained by the Board rendering an opinion to the Board that the consideration being offered to the holders of the shares of Common Stock is either inadequate or unfair, from a financial standpoint, to the stockholders of the Company (other than the

Acquiring Person and its Affiliates and Associates);

(v) an offer that is subject to only the minimum tender condition described below

in Section 1(aa)(viii) and other customary terms and conditions, which conditions shall not include any financing, funding or similar conditions or any requirements with respect to the offeror or its agents or any Person

being permitted any due diligence with respect to the books, records, management, accountants or other outside advisors of the Company;

(vi) an offer pursuant to which the Company has received an irrevocable written commitment of the offeror that the offer will remain open for

at least ninety (90) Business Days and, if a Special Meeting is duly requested in accordance with Section 23(c), for at least ten (10) Business Days after the date of the Special Meeting or, if no Special Meeting

is held within ninety (90) Business Days following receipt of the Special Meeting Notice in accordance with Section 23(c), for at least ten (10) Business Days following such ninety (90) Business Day period;

(vii) an offer pursuant to which the Company has received an irrevocable written commitment of the offeror that, in addition to the

minimum time periods specified above in Section 1(aa)(vi), the offer, if it is otherwise to expire prior thereto, will be extended for at least twenty (20) Business Days after any increase in the consideration being

offered or after any bona fide alternative offer is commenced within the meaning of Rule 14d–2(a) under the Exchange Act Regulations; provided, however, that such offer need not remain open, as a result of

Section 1(aa)(vi) and this Section 1(aa)(vii), beyond (A) the time that any other offer satisfying the criteria for a Qualifying Offer is then required to be kept open under such

Section 1(aa)(vi) and this Section 1(aa)(vii) or (B) the expiration date, as such date may be extended by public announcement (with prompt written notice to the Rights Agent) in compliance

with Rule 14e–1 under the Exchange Act Regulations, of any other tender offer for the shares of Common Stock with respect to which the Board has agreed to redeem the Rights immediately prior to acceptance for payment of shares of Common Stock

thereunder (unless such other offer is terminated prior to its expiration without any shares of Common Stock having been purchased thereunder) or (C) one (1) Business Day after the stockholder vote with respect to approval of any Definitive

Acquisition Agreement has been officially determined and certified by the inspectors of elections;

(viii) an offer that is conditioned

on a minimum of at least two-thirds of the outstanding shares of Common Stock not held by the Person making such offer (and such Person’s Affiliates and Associates) being tendered and not withdrawn as of

the offer’s expiration date, which condition shall not be waivable;

(ix) an offer pursuant to which the Company has received an irrevocable written commitment

of the offeror to consummate, as promptly as practicable upon successful completion of the offer, a second-step transaction whereby all shares of Common Stock not tendered into the offer will be acquired at the same consideration per share actually

paid pursuant to the offer, subject to stockholders’ statutory appraisal rights, if any;

(x) an offer pursuant to which the

Company and its stockholders have received an irrevocable written commitment of the offeror that no amendments will be made to the offer to reduce the consideration being offered or to otherwise change the terms of the offer in a way that is adverse

to a tendering stockholder (other than extensions of the offer consistent with the terms hereof);

(xi) if the offer includes shares of

common stock of the offeror, an offer pursuant to which (A) the offeror shall permit representatives of the Company (including a nationally recognized investment banking firm retained by the Board and legal counsel and an accounting firm

designated by the Company) to have access to such offeror’s books, records, management, accountants, financial advisors, counsel and any other appropriate outside advisers for the purposes of permitting such representatives to conduct a due

diligence review of the offeror in order to permit the Board to evaluate the offer and make an informed decision and, if requested by the Board, to permit such investment banking firm (relying as appropriate on the advice of such legal counsel) to

be able to render an opinion to the Board with respect to whether the consideration being offered to the stockholders of the Company is fair from a financial point of view, and (B) within ten (10) Business Days after such representatives

of the Company (including a nationally-recognized investment banking firm retained by the Board and legal counsel and an accounting firm designated by the Company) shall have notified the Company and the offeror that they have completed such due

diligence review to their satisfaction (or, following completion of such due diligence review, within ten (10) Business Days after any increase in the consideration being offered), such investment banking firm does not render an opinion to the

Board that the consideration being offered to the stockholders of the Company is either unfair or inadequate and such investment banking firm does not, after the expiration of such ten (10) Business Day period, render an opinion to the Board

that the consideration being offered to the stockholders of the Company has become either unfair or inadequate based on a subsequent disclosure or discovery of a development or developments that have had or are reasonably likely to have an adverse

effect on the value of the common stock of the offeror;

(xii) an offer (other than an offer consisting solely of cash consideration)

pursuant to which the Company has received the written representation and certification of the offeror and the written representations and certifications of the offeror’s Chief Executive Officer and Chief Financial Officer, acting in such

capacities, that (A) all facts about the offeror that would be material to making an investor’s decision to accept the offer have been fully and accurately disclosed as of the date of the commencement of the offer within the meaning of

Rule 14d-2(a) under the Exchange Act Regulations, (B) all such new facts will be fully and accurately disclosed on a prompt basis during the entire period during which the offer remains open, and

(xiii) if the offer

includes non-cash consideration (A) the non-cash portion of the consideration offered must consist solely of common stock of a Person that is a publicly-owned

United States corporation, (B) such common stock must be freely tradable and listed or admitted to trading on either the New York Stock Exchange or Nasdaq, (C) no stockholder approval of the issuer of such common stock is required to issue

such common stock, or, if such approval is required, such approval has already been obtained, (D) such issuer of such common stock has no other class of voting stock or other voting securities, and (E) the issuer of such common stock meets

the registrant eligibility requirements for use of Form S-3 for registering securities under the Securities Act, including the filing of all required Exchange Act reports in a timely manner during the twelve

(12) calendar months prior to the date of commencement of such offer; and

(xiv) an offer that is otherwise in the best interests of the Company and its stockholders.

For the purposes of this definition of Qualifying Offer, “fully-financed” shall mean that the offeror has sufficient funds for the

offer and related expenses, which shall be evidenced by (1) firm, unqualified, written commitments from responsible financial institutions having the necessary financial capacity, accepted by the offeror, to provide funds for such offer subject

only to customary terms and conditions, which conditions shall not include any requirements with respect to such financial institutions or any other Person being permitted any due diligence with respect to the books, records, management, accountants

and other outside advisors of the Company, (2) cash or cash equivalents then available to the offeror, set apart and maintained solely for the purpose of funding the offer with an irrevocable written commitment being provided by the offeror to

the Board to maintain such availability until the offer is consummated or withdrawn or (3) a combination of the foregoing; which evidence has been provided to the Company prior to, or upon, commencement of the offer and is reasonably

satisfactory to the Board. If an offer becomes a Qualifying Offer in accordance with this definition, but subsequently ceases to be a Qualifying Offer as a result of the failure at a later date to continue to satisfy any of the requirements of this

definition, such offer shall cease to be a Qualifying Offer and the provisions of Section 23(c) hereof no longer shall be applicable to such offer, provided that an Exemption Date shall not have already occurred with

respect to such Qualifying Offer pursuant to Section 23(c) hereof.

(cc) “Qualifying

Offer Resolution” shall have the meaning set forth in Section 23(c)(i) hereof.

(dd)

“Record Date” shall have the meaning set forth in the second paragraph hereof.

(ee)

“Redemption Date” shall have the meaning set forth in Section 7(a) hereof.

(ff) “Redemption Price” shall have the meaning set forth in Section 23(a) hereof.

(gg) “Rights Certificates” shall have the meaning set forth in Section 3(a)

hereof.

(hh) “Securities Act” shall mean the Securities Act of 1933, as amended.

(ii) “Stock Acquisition Date” shall mean the first date of public announcement by the Company that an

Acquiring Person has become such.

(jj) “Signature Guarantee” shall have the meaning set forth in

Section 6(a) hereof.

(kk) “Special Meeting” shall have the meaning set forth

in Section 23(c)(i) hereof.

(ll) “Special Meeting Demand” shall have the

meaning set forth in Section 23(c)(i) hereof.

(mm) “Special Meeting Period”

shall have the meaning set forth in Section 23(c)(iii) hereof.

(nn) “Subsidiary” shall mean, with reference to any

Person, any corporation or other entity of which (1) a majority of the voting power of the voting securities or equity interests is beneficially owned, directly or indirectly, by such first-mentioned Person or otherwise controlled by such

first-mentioned Person, or (2) an amount of voting securities or equity interests sufficient to elect at least a majority of the directors or equivalent governing body of such other Person is beneficially owned, directly or indirectly, by such

first-mentioned Person, or otherwise controlled by such first-mentioned Person.

(oo) “Summary of

Rights” shall have the meaning set forth in Section 3(b) hereof.

(pp)

“Trading Day” shall have the meaning set forth in Section 11(d) hereof.

(qq)

“Triggering Percentage” shall mean 12.5%.

Section 2. Appointment of Rights

Agent. The Company hereby appoints the Rights Agent to act as rights agent for the Company in accordance with the express terms and conditions hereof (and no implied terms and conditions), and the Rights Agent hereby accepts such

appointment. The Company may from time to time appoint such co-Rights Agents as it may deem necessary or desirable (the term “Rights Agent” being used herein to refer, collectively, to the Rights

Agent together with any such co-Rights Agents), upon ten (10) days’ prior written notice to the Rights Agent. The Rights Agent shall have no duty to supervise, and shall in no event be liable for

the acts or omissions of, any such co-Rights Agent. In the event the Company appoints one or more co-Rights Agents, the respective duties of the Rights Agent and any co-Rights Agents under the provisions of this Agreement shall be as the Company reasonably determines; provided, that such duties and determination are consistent with the terms of this Agreement and that

contemporaneously with such appointment, the Company shall notify, in writing, the Rights Agent and any co-Rights Agents of such duties.

Section 3. Issue of Rights Certificates.

(a) Until the tenth (10th) day after the Stock Acquisition Date (including any such date that is after the date of this

Agreement and prior to the issuance of the Rights; the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates

for shares of Common Stock of the Company (or by Book Entry shares of Common Stock of the Company) registered in the names of the holders thereof (which certificates shall be deemed also to be Rights Certificates) and not by separate Rights

Certificates or book entry, and (y) the right to receive Rights Certificates will be transferable only in connection with the transfer of shares of Common Stock of the Company. As soon as practicable after the Distribution Date, the Company

will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, at the expense of the Company and upon receipt of all relevant information and documents, send) by

first-class postage-prepaid mail, to each record holder of shares of Common Stock of the Company as of the Close of Business on the Distribution Date (other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person), at the

address of such holder shown on the records of the Company, one or more right certificates, in substantially the form of Exhibit B hereto (the “Rights Certificates”), evidencing one Right for each share of Common Stock so

held, subject to adjustment as provided herein. As of the Distribution Date, the Rights will be evidenced solely by such Rights Certificates.

(b) On the Record Date, or as soon as practicable thereafter, the Company will make available, or cause to be made available, a

copy of a Summary of Rights to Purchase Preferred Stock, in substantially the form of Exhibit C hereto (the “Summary of Rights”), to any record holder of shares of Common Stock as of the Close of Business on the Record Date

(other than any Acquiring Person or any Associate or Affiliate of an Acquiring Person), who may so request, from time to time, prior to the Final

Expiration Date. With respect to certificates for shares of Common Stock of the Company or Book Entry shares of Common Stock of the Company outstanding as of the Record Date, until the

Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with a copy of the Summary of Rights attached thereto. Until the Distribution Date (or the earliest of the Redemption Date

or the Final Expiration Date), the surrender for transfer of any certificate for shares of Common Stock or the transfer of any Book Entry shares of Common Stock of the Company outstanding on the Record Date shall also constitute the transfer of the

Rights associated with the shares of Common Stock of the Company represented thereby.

Rights Agent with written notice of the occurrence of the Final Expiration Date, and the Rights Agent shall not be deemed to have knowledge of the occurrence of the Final Expiration Date, unless and until it shall have received such written notice.

(d) Certificates for shares of Common Stock (or Book Entry shares of Common Stock) that become outstanding (including,

without limitation, reacquired shares of Common Stock referred to in the penultimate sentence of this paragraph (c)) after the Record Date but prior to the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date shall

have impressed on, printed on, written on or otherwise affixed to them a legend in substantially the following form:

“This

certificate also evidences and entitles the holder hereof to certain rights as set forth in the Rights Agreement between Repay Holdings Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the

“Rights Agent”), dated as of April 13, 2026, as it may be amended from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at

the principal offices of the Company and the office or offices of Continental Stock Transfer & Trust Company designated for such purpose. Under certain circumstances, as set forth in the Rights Agreement, such Rights (as defined in the

Rights Agreement) will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written

request therefor. As set forth in the Rights Agreement, Rights that are or were acquired or Beneficially Owned by any Person (each as defined in the Rights Agreement) who becomes an Acquiring Person (as defined in the Rights Agreement) or an

Associate or Affiliate thereof (each as defined in the Rights Agreement) become null and void and non-transferable.”

With respect to any Book Entry shares of Common Stock of the Company, such legend shall be included in the Ownership Statement in respect of such Common Stock

or in a notice to the record holder of such Common Stock in accordance with applicable law. With respect to such certificates containing the foregoing legend, or any notice containing the foregoing legend delivered to holders of Book Entry shares of

Common Stock, until the earliest of the Distribution Date, the Redemption Date or the Final Expiration Date, the Rights associated with the shares of Common Stock of the Company represented by such certificates shall be evidenced by such

certificates or such Book Entry shares of Common Stock (including any Ownership Statement) alone, and the transfer of any such certificates or the transfer of any Book Entry Common Stock shall also constitute the transfer of the Rights associated

with the shares of Common Stock of the Company represented thereby. In the event that the Company purchases or acquires any shares of Common Stock of the Company after the Record Date but prior to the Distribution Date, any Rights associated with

such shares of Common Stock of the Company shall be deemed cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock of the Company that are no longer outstanding.

Notwithstanding this Section 3(c), the omission of a legend shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of the Rights.

Section 4. Form of Rights Certificates. The

Rights Certificates (and the forms of election to purchase Preferred Stock and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit B hereto, and may have such marks of identification or designation

and such legends, summaries or endorsements printed thereon as the Company may deem appropriate (but which do not affect the rights, duties, liabilities or responsibilities of the Rights Agent) and as are not inconsistent with the provisions of this

Agreement, or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of any stock exchange or the Financial Industry Regulatory Authority, or to

conform to usage. Subject to the provisions of Section 22 hereof, the Rights Certificates shall entitle the holders thereof to purchase such number of one one-thousandths of a share

of Preferred Stock as shall be set forth therein at the price per one one-thousandth of a share of Preferred Stock set forth therein (the “Purchase Price”), but the amount and type of

securities, cash or other assets that may be acquired upon the exercise of each such Right and the Purchase Price thereof shall be subject to adjustment as provided herein.

Any Rights Certificate issued pursuant hereto that represents Rights beneficially owned by (i) an Acquiring Person or any Associate or

Affiliate of an Acquiring Person, (ii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) that becomes a transferee after the Acquiring Person becomes such, or (iii) a transferee of an Acquiring Person (or of any

such Associate or Affiliate) that becomes a transferee prior to or concurrently with the Acquiring Person becoming such and that receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person

(or any such Associate or Affiliate) to holders of equity interests in such Acquiring Person (or any such Associate or Affiliate) or to any Person with whom such Acquiring Person (or any such Associate or Affiliate) has any continuing written or

oral plan, agreement, arrangement, or understanding regarding the transferred Rights, shares of Common Stock, or the Company or (B) a transfer that the Board has determined to be part of a plan, agreement, arrangement, or understanding that has

as a primary purpose or effect the avoidance of Section 7(e) hereof (and any Rights Certificate issued pursuant to Section 6 or Section 11 hereof upon transfer, exchange,

replacement or adjustment of any other Rights Certificate referred to in this sentence), shall contain upon the written direction of the Board (to the extent the Rights Agent has knowledge thereof and to the extent feasible) a legend substantially

in the following form:

“The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was or

became an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement dated as of April 13, 2026, by and between Repay Holdings Corporation and Continental Stock Transfer &

Trust Company (or any successor rights agent) (the “Rights Agreement”)). Accordingly, this Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in

Section 7(e) of the Rights Agreement.”

The Company shall give written notice to the Rights Agent promptly

after it becomes aware of the existence and identity of any Acquiring Person or any Associate or Affiliate thereof. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that no Person has

become an Acquiring Person or an Affiliate or an Associate of an Acquiring Person. The Company shall instruct the Rights Agent in writing of the Rights which should be so legended.

Section 5. Countersignature and Registration.

(a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its Chief Executive

Officer, its President, any of its Vice Presidents or its Treasurer, either manually, by facsimile signature or by other customary means of electronic transmission, shall have affixed thereto the Company’s seal or a facsimile thereof, and

shall be attested by the Secretary or an Assistant Secretary of the Company, either manually, by facsimile signature or by

other customary means of electronic transmission. Upon written request by the Company, the Rights Certificates shall be countersigned by the Rights Agent, either manually or by facsimile

signature or by other customary means of electronic transmission, by an authorized signatory of the Rights Agent, but it shall not be necessary for the same signatory to countersign all of the Rights Certificates hereunder. No Rights Certificate

shall be valid for any purpose unless so countersigned, either manually or by facsimile or by other customary means of electronic transmission. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be

such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same

force and effect as though the individual who signed such Rights Certificates had not ceased to be such officer of the Company and any Rights Certificates may be signed on behalf of the Company by any individual who, at the actual date of the

execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Agreement any such individual was not such an officer.

(b) Following the Distribution Date, and receipt by the Rights Agent of written notice to that effect and all other relevant

information and documents referred to in this Agreement, the Rights Agent will keep or cause to be kept, at its office or offices designated for such purpose, books and/or electronic records for the registration and transfer of the Rights

Certificates issued hereunder. Such books and/or electronic records shall show the names and addresses of the respective holders of the Rights Certificates, the number of Rights evidenced on its face by each of the Rights Certificates and the date

of each of the Rights Certificates.

Section 6. Transfer, Split Up, Combination and Exchange of Rights Certificates; Mutilated,

Destroyed, Lost or Stolen Rights Certificates.

(a) Subject to the provisions of

Section 7(e) and Section 14 hereof, at any time after the Close of Business on the Distribution Date, and at or prior to the Close of Business on the earliest of the Redemption Date or the Final

Expiration Date, any Rights Certificate or Rights Certificates (other than Rights Certificates representing Rights that have become null and void pursuant to Section 7(e) or Section 11(a)(ii)

hereof or that have been exchanged pursuant to Section 24 hereof) may be transferred, split up, combined or exchanged for another Rights Certificate or Rights Certificates entitling the registered holder to purchase a like

number of one one-thousandths of a share of Preferred Stock (or shares of Common Stock or equivalent security as provided in Section 13 hereof) as the Rights Certificate or Rights

Certificates surrendered then entitled such holder to purchase. Any registered holder desiring to transfer, split up, combine or exchange any Rights Certificate or Rights Certificates shall make such request in writing delivered to the Rights Agent,

and shall surrender, together with any required form of assignment and certificate duly executed and properly completed, the Rights Certificate or Rights Certificates to be transferred, split up, combined or exchanged at the office or offices of the

Rights Agent designated for such purpose, accompanied by a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association (a “Signature

Guarantee”) and such other documentation as the Rights Agent may reasonably request. Neither the Rights Agent nor the Company shall be obligated to take any action whatsoever with respect to the transfer, split up, combination or exchange

of any such Rights Certificate until the registered holder shall have properly completed and duly executed the certificate contained in the form of assignment on the reverse side of such Rights Certificate accompanied by a Signature Guarantee and

shall have provided (i) such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) of the Rights represented by such Rights Certificate or the Affiliates or Associates thereof, or of any other Person with

which such Beneficial Owner or any of such Beneficial Owner’s Affiliates or Associates has any agreement, arrangement or understanding (whether or not in writing) for the purpose of acquiring, holding, voting or disposing of any securities of

the Company, as the Company or the Rights Agent shall

reasonably request, and (ii) such other documentation as the Rights Agent reasonably requests. Thereupon, the Rights Agent shall countersign and deliver to the Person entitled thereto a

Rights Certificate or Rights Certificates as the case may be, as so requested. The Company or the Rights Agent may require payment from the holders of the Rights Certificates of a sum sufficient to cover any tax or governmental charge that may be

imposed in connection with any transfer, split up, combination or exchange of Rights Certificates. If and to the extent the Company does require payment of any such taxes or charges, the Company shall give the Rights Agent prompt written notice

thereof and the Rights Agent shall not be obligated to deliver any Rights Certificate unless and until it is satisfied that such payments have been made, and the Rights Agent shall forward any such sum collected by it to the Company or to such

Persons as the Company shall specify by written notice. The Rights Agent shall not have any duty or obligation to take any action under any section of this Agreement that requires payment of taxes and/or charges unless and until it is satisfied that

all such payments have been made.

(b) Upon receipt by the Company and the Rights Agent of evidence reasonably satisfactory

to them of the loss, theft, destruction or mutilation of a Rights Certificate, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to them, and reimbursement to the Company and the Rights Agent of all

reasonable expenses incidental thereto, and upon surrender to the Rights Agent and cancellation of the Rights Certificate if mutilated, the Company will issue, execute and deliver a new Rights Certificate of like tenor to the Rights Agent for

countersignature and delivery to the registered holder in lieu of the Rights Certificate so lost, stolen, destroyed or mutilated.

(c) Notwithstanding any other provisions hereof, the Company and the Rights Agent may amend this Agreement to provide for

uncertificated Rights in addition to or in place of Rights evidenced by Rights Certificates.

Section 7. Exercise of Rights;

Purchase Price; Expiration Date of Rights.

(a) Subject to Section 7(e) hereof, the

registered holder of any Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein, including as provided in the second paragraph of Section 11(a)(ii) hereof), in whole or in part, at

any time after the Distribution Date, upon surrender of the Rights Certificate, with the form of election to purchase on the reverse side thereof properly completed and duly executed, to the Rights Agent at the office or offices of the Rights Agent

designated for such purpose, accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably request, together with payment of the Purchase Price for each one

one-thousandth of a share of Preferred Stock as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on April 13, 2027 (the “Final Expiration

Date”), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “Redemption Date”), or (iii) the time at which such Rights are exchanged as provided in

Section 24 hereof.

(b) The Purchase Price for each one

one-thousandth of a share of Preferred Stock purchasable pursuant to the exercise of a Right shall initially be $17.00, and shall be subject to adjustment from time to time as provided in Sections 11

and 13 hereof and shall be payable in lawful money of the United States of America in accordance with Section 7(c) below.

completed and duly executed, accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably request and payment of the Purchase Price for the shares to be purchased and an amount equal to any applicable transfer

tax required to be paid by the holder of such Rights Certificate, the Rights Agent shall thereupon promptly (i) (A) requisition from any transfer agent of the Preferred Stock (or make available if the Rights Agent is the transfer agent)

certificates for the number of Preferred Stock to be purchased and the Company hereby

irrevocably authorizes any such transfer agent to comply with all such requests, or (B) requisition from the depositary agent depositary receipts representing such number of one one-thousandths of a share of Preferred Stock as are to be purchased (in which case certificates for the Preferred Stock represented by such receipts shall be deposited by the transfer agent of the Preferred Stock

with such depositary agent) and the Company hereby directs such depositary agent to comply with such request, (ii) when appropriate, requisition from the Company the amount of cash, if any, to be paid in lieu of issuance of fractional shares in

accordance with Section 14 hereof, (iii) after receipt of such certificates or depositary receipts, cause the same to be delivered to or upon the order of the registered holder of such Rights Certificate, registered in

such name or names as may be designated by such holder, and (iv) when appropriate, after receipt thereof, deliver such cash, if any, to or upon the order of the registered holder of such Rights Certificate. The payment of the Purchase Price and

any applicable transfer tax shall be made by cash or by certified check, cashier’s check or money order payable to the order of the Company. In the event that the Company is obligated to issue securities of the Company other than Preferred

Stock (including shares of Common Stock) pursuant to Section 11(a) hereof, the Company will make all arrangements necessary so that such other securities are available for distribution by the Rights Agent, if and when

appropriate, and until so received, the Rights Agent shall have no duties or obligations with respect to such securities.

(d) In case the registered holder of any Rights Certificate shall exercise less than all the Rights evidenced thereby, a new

Rights Certificate evidencing Rights equivalent to the Rights remaining unexercised shall be issued by the Rights Agent and delivered to the registered holder of such Rights Certificate or to such holder’s duly authorized assigns, subject to

the provisions of Section 14 hereof.

(e) Notwithstanding anything in this Agreement to the

contrary, from and after the first occurrence of an event described in Section 11(a)(ii) hereof, any Rights beneficially owned by (i) an Acquiring Person or an Associate or Affiliate of an Acquiring Person, (ii) a

transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a transferee after the Acquiring Person becomes such, or (iii) a transferee of an Acquiring Person (or of any such Associate or Affiliate) who becomes a

transferee prior to or concurrently with the Acquiring Person becoming such and who receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person (or any such Associate or Affiliate) to

holders of equity interests in such Acquiring Person (or any such Associate or Affiliate) or to any Person with whom the Acquiring Person (or any such Associate or Affiliate) has any continuing written or oral plan, agreement, arrangement or

understanding regarding the transferred Rights, shares of Common Stock or the Company or (B) a transfer that the Board has determined to be part of a plan, agreement, arrangement or understanding that has as a primary purpose or effect the

avoidance of this Section 7(e), shall be null and void without any further action, and any holder of such Rights thereafter shall have no rights or preferences whatsoever with respect to such Rights, whether under any

provision of this Agreement, the Rights Certificates or otherwise (including, without limitation, rights and preferences pursuant to Sections 7, 11, 13, 23 and 24 hereof).

(f) Notwithstanding anything in this Agreement to the contrary, neither the Rights Agent nor the Company shall be obligated to

undertake any action with respect to a registered holder of Rights or other securities upon the occurrence of any purported transfer or exercise as set forth in Section 6 hereof or this Section 7

unless such registered holder shall have (i) properly completed and duly executed the certification following the form of election to purchase set forth on the reverse side of the Rights Certificate surrendered for such transfer or exercise,

(ii) tendered the Purchase Price (and an amount equal to any applicable transfer tax required to be paid by the holder of such Rights Certificate in accordance with Section 9) to the Company in the manner set forth in

Section 7(c) hereof, and (iii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company and the Rights Agent shall

reasonably request.

(g) Except for those provisions herein that expressly survive the

termination of this Agreement, this Agreement shall terminate upon the earlier of the Final Expiration Date and such time as all outstanding Rights have been exercised, redeemed or exchanged hereunder.

Section 8. Cancellation and Destruction of Rights Certificates. All Rights Certificates

surrendered for the purpose of exercise, transfer, split up, combination or exchange shall, if surrendered to the Company or any of its agents (other than the Rights Agent), be delivered to the Rights Agent for cancellation or in cancelled form, or,

if delivered or surrendered to the Rights Agent, shall be cancelled by it, and no Rights Certificates shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Agreement. The Company shall deliver to the Rights

Agent for cancellation and retirement, and the Rights Agent shall so cancel and retire, any other Rights Certificate purchased or acquired by the Company otherwise than upon the exercise thereof. At the expense of the Company, the Rights Agent shall

deliver all cancelled Rights Certificates which have been canceled by the Rights Agent to the Company, or shall, at the written request of the Company, destroy or cause to be destroyed such cancelled Rights Certificates, and, in such case, shall

deliver a certificate of destruction thereof to the Company.

Section 9. Reservation and Availability of Preferred Stock.

(a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and

unissued shares of Preferred Stock or any shares of Preferred Stock held in its treasury the number of shares of Preferred Stock that will be sufficient to permit the exercise in full of all outstanding Rights in accordance with

Section 7 hereof. The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares of Preferred Stock (or shares of Common Stock and other securities as the case may be)

delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares of Preferred Stock (or shares of Common Stock and other securities, as the case may be) (subject to payment of the Purchase Price), be duly and

validly authorized and issued and fully paid and non-assessable.

(b) The Company

further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Rights Certificates or of any Preferred Stock upon the

exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Rights Certificates to a Person other than, or the issuance or delivery of certificates or

depositary receipts for the Preferred Stock in a name other than that of, the registered holder of the Rights Certificates evidencing Rights surrendered for exercise, or to issue or deliver any certificates or depositary receipts for Preferred Stock

upon the exercise of any Rights until any such tax shall have been paid (any such tax being payable by the holder of such Rights Certificate at the time of surrender) or until it has been established to the Company’s reasonable satisfaction

that no such tax is due.

following the earliest date after the first occurrence of an event described in Section 11(a)(ii) on which the consideration to be delivered by the Company upon exercise of the Rights has been determined in accordance with

this Agreement, or as soon as is required by law following the Distribution Date, as the case may be, a registration statement on an appropriate form under the Securities Act with respect to the securities purchasable upon exercise of the Rights;

(ii) cause such registration statement to become effective as soon as practicable after such filing; and (iii) cause such registration statement to remain effective (and to include a prospectus at all times complying with the requirements

of the Securities Act) until the earlier of (A) the date as of which the Rights are no longer exercisable for the securities covered by such registration statement, and (B) the Final Expiration Date. The Company shall also take such action

as may be appropriate under, or to ensure compliance with, the securities or “blue sky” laws of the

various states in connection with the exercisability of the Rights. The Company may temporarily suspend (with prompt written notice thereof to the Rights Agent), for a period of time not to

exceed ninety (90) days after the date set forth in clause (i) of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file such registration statement and permit it to

become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in

effect, in each case with simultaneous written notice to the Rights Agent. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction (x) if the requisite qualification in such

jurisdiction shall not have been obtained and until a registration statement has been declared effective or (y) if the exercise thereof shall not be permitted under applicable law.

Section 10. Preferred Stock Record Date. Each Person in whose name any certificate for shares

of Preferred Stock or entry in the Book Entry system of the transfer agent for the Preferred Stock for a number of one one-thousandths of a share of Preferred Stock or other securities issued upon the exercise

of Rights shall for all purposes be deemed to have become the holder of record of the shares of Preferred Stock or other securities represented thereby on, and such certificate or entry in the Book Entry system of the transfer agent for the

Preferred Stock shall be dated, the date upon which the Rights Certificate evidencing such Rights was duly surrendered with the forms of election and certification properly completed and duly executed and payment of the Purchase Price (and all

applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock or other securities transfer books of the Company are closed, such Person shall be deemed

to have become the record holder of such shares on, and such certificate or entry in the Book Entry system of the transfer agent for the Preferred Stock shall be dated, the next succeeding Business Day on which the Preferred Stock or other

securities transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Rights Certificate shall not be entitled to any rights of a holder of Preferred Stock for which the Rights shall be

exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided

herein.

Section 11. Adjustment of Purchase Price, Number and Kind of Shares or Number of

Rights. The Purchase Price, the number and kind of shares covered by each Right, and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11.

(a) (i) In the event the Company shall at any time after the date of this Agreement (A) declare a dividend on the

Preferred Stock payable in shares of Preferred Stock, (B) subdivide the outstanding shares of Preferred Stock, (C) combine the outstanding shares of Preferred Stock into a smaller number of shares of Preferred Stock, or (D) issue any

shares of its capital stock in a reclassification of the Preferred Stock (including any such reclassification in connection with a share exchange, consolidation or merger in which the Company is the continuing or surviving corporation), except as

otherwise provided in this Section 11(a), the Purchase Price in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification, and the number and kind

of shares of capital stock (or fractions thereof) issuable on such date, shall be proportionately adjusted so that the holder of any Right exercised after such time shall be entitled to receive the aggregate number and kind of shares of capital

stock that, if such Right had been exercised immediately prior to such date and at a time when the Preferred Stock transfer books of the Company were open, such holder would have owned upon such exercise and been entitled to receive by virtue of

such dividend, subdivision, combination or reclassification; provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares (or fractions

thereof) of capital stock of the Company issuable upon exercise of one Right.

(ii) Subject to the second paragraph of this clause (ii) and

Section 24 hereof, in the event any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person organized or established by the

Company for or pursuant to the terms of any such plan), alone or with its Affiliates and Associates, becomes an Acquiring Person, each holder of a Right (except as provided below and in Section 7(e) hereof) shall thereafter

have the right to receive, upon exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-thousandths of a share of Preferred Stock for which a Right is then

exercisable, in accordance with the terms of this Agreement and in lieu of Preferred Stock, such number of shares of Common Stock of the Company as shall equal the result obtained by (A) multiplying the then current Purchase Price by the number

of one one-thousandths of a share of Preferred Stock for which a Right is then exercisable and dividing that product by (B) 50% of the then current per share market price of the shares of Common Stock of the

Company (determined pursuant to Section 11(d) hereof) on the date of the occurrence of such event. In the event that any Person shall become an Acquiring Person and the Rights shall then be outstanding, the Company shall

not take any action which would eliminate or diminish the benefits intended to be afforded by the Rights.

From and after the occurrence

of any Person becoming an Acquiring Person and the Rights becoming outstanding, any Rights that are Beneficially Owned by any Acquiring Person (or any Associate or Affiliate of such Acquiring Person or a transferee of an Acquiring Person (or any

such Associate or Affiliates that becomes a transferee after the Acquiring Person becomes such)) shall be null and void without any further action, and any holder of such Rights shall thereafter have no right to exercise such Rights under any

provision of this Agreement or otherwise. Neither the Company nor the Rights Agent shall have liability to any holder of Rights Certificates or other Person as a result of the Company’s or the Rights Agent’s failure to make any

determinations with respect to an Acquiring Person or its Affiliates, Associates or transferees hereunder. No Rights Certificate shall be issued pursuant to Section 3 hereof that represents Rights Beneficially Owned by any

Person whose Rights would be null and void pursuant to this paragraph; no Rights Certificate shall be issued at any time upon the transfer of any Rights to any Person whose Rights would be null and void, or any nominee of any such Person, pursuant

to this paragraph or with respect to any shares of Common Stock otherwise deemed to be Beneficially Owned by any of the foregoing; and any Rights Certificate delivered to the Rights Agent for transfer to an Acquiring Person or other Person whose

Rights would be null and void, or any nominee of any such person pursuant to this paragraph shall be cancelled.

(iii) In the event that

there shall not be sufficient shares of Common Stock issued but not outstanding or authorized but unissued to permit the exercise in full of the Rights in accordance with subparagraph (ii) above, the Company shall take all such action as may be

necessary to authorize additional shares of Common Stock for issuance upon exercise of the Rights. In the event the Company shall, after good faith effort, be unable to take all such action as may be necessary to authorize such additional shares of

Common Stock, the Company shall substitute, for each share of Common Stock that would otherwise be issuable upon exercise of a Right, a number of shares of Preferred Stock or fraction thereof such that the current per share market price of one share

of Preferred Stock multiplied by such number or fraction is equal to the current per share market price of one share of Common Stock as of the date of issuance of such shares of Preferred Stock or fraction thereof.

If the Board determines in good faith that additional shares of Common Stock should be authorized for issuance upon exercise in full of the

Rights, the Company may suspend the exercisability of the Rights in order to seek any authorization of additional shares, decide the appropriate form of distribution to be made, and determine the value thereof. If the exercisability of the Rights is

suspended pursuant to this Section 11(a)(iii), then the Company shall make a public announcement and shall promptly deliver to the Rights Agent a written statement, stating that the exercisability of the Rights has been

temporarily suspended. When the suspension is no longer in effect, the Company shall make another public announcement and promptly deliver to the Rights Agent a written statement, so stating.

(b) In case the Company shall fix a record date for the issuance of rights,

options or warrants to all holders of shares of Preferred Stock entitling them (for a period expiring within forty-five (45) calendar days after such record date) to subscribe for or purchase shares of Preferred Stock (or shares having the same

rights, privileges and preferences as the Preferred Stock (“equivalent preferred shares”)) or securities convertible into shares of Preferred Stock or equivalent preferred shares at a price per share of Preferred Stock or

equivalent preferred share (or having a conversion price per share, if a security convertible into shares of Preferred Stock or equivalent preferred shares) less than the then current per share market price of the Preferred Stock (as defined in

Section 11(d) hereof) on such record date, the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the

numerator of which shall be the number of shares of Preferred Stock outstanding on such record date, plus the number of shares of Preferred Stock that the aggregate offering price of the total number of shares of Preferred Stock and/or equivalent

preferred shares so to be offered (and/or the aggregate initial conversion price of the convertible securities so to be offered) would purchase at such current market price and the denominator of which shall be the number of shares of Preferred

Stock outstanding on such record date, plus the number of additional shares of Preferred Stock and/or equivalent preferred shares to be offered for subscription or purchase (or into which the convertible securities so to be offered are initially

convertible); provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of capital stock of the Company issuable upon exercise of one Right.

In case such subscription price may be paid by delivery of consideration part or all of which may be in a form other than cash, the value of such consideration shall be as determined in good faith by the Board, whose determination shall be described

in a written statement filed with the Rights Agent and shall be binding on the Rights Agent and the holders of the Rights. Shares of Preferred Stock owned by or held for the account of the Company or any Subsidiary of the Company shall not be deemed

outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever such a record date is fixed, and in the event that such rights, options or warrants are not so issued, the Purchase Price shall be adjusted to

be the Purchase Price which would then be in effect if such record date had not been fixed.

fix a record date for the making of a distribution to all holders of Preferred Stock (including any such distribution made in connection with a share exchange, consolidation or merger in which the Company is the continuing or surviving corporation)

of evidences of indebtedness or assets (other than a regular quarterly cash dividend or a dividend payable in shares of Preferred Stock) or subscription rights or warrants (excluding those referred to in Section 11(b)

hereof), the Purchase Price to be in effect after such record date shall be determined by multiplying the Purchase Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the then-current per share market

price of the Preferred Stock on such record date, less the fair market value (as determined in good faith by the Board, whose determination shall be described in a written statement filed with the Rights Agent and shall be binding on the Rights

Agent and holders of the Rights) of the portion of the assets or evidences of indebtedness so to be distributed or of such subscription rights or warrants applicable to one share of Preferred Stock and the denominator of which shall be such

then-current per share market price of Preferred Stock on such record date; provided, however, that in no event shall the consideration to be paid upon the exercise of one Right be less than the aggregate par value of the shares of

capital stock of the Company to be issued upon exercise of one Right. Such adjustments shall be made successively whenever such a record date is fixed, and in the event that such distribution is not so made, the Purchase Price shall again be

adjusted to be the Purchase Price which would then be in effect if such record date had not been fixed.

(d) (i) For the purpose of any computation hereunder, the “current per

share market price” of any security (a “Security” for the purpose of this Section 11(d)(i)) on any date shall be deemed to be the average of the daily closing prices per share of such Security for

the thirty (30) consecutive Trading Days immediately prior to but not including such date; provided, however, that in the event that the current per share market price of the Security is determined during a period following the

announcement by the issuer of such Security of (A) a dividend or distribution on such Security payable in shares of such Security or Securities convertible into such shares, or (B) any subdivision, combination or reclassification of such

Security, and prior to but not including the expiration of thirty (30) Trading Days after but not including the ex-dividend date for such dividend or distribution, or the record date for such subdivision,

combination or reclassification, then, and in each such case, the current per share market price shall be appropriately adjusted to reflect the current market price per share equivalent of such Security. The closing price for each day shall be the

last sale price, regular way, reported at or prior to 4:00 P.M. Eastern time or, in case no such sale takes place on such day, the average of the bid and asked prices, regular way, reported as of 4:00 P.M. Eastern time, in either case, as reported

in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or Nasdaq or, if the Security is not listed or admitted to trading on the New York Stock Exchange or

Nasdaq, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Security is listed or admitted to trading or, if the Security is not listed

or admitted to trading on any national securities exchange, the last quoted price reported at or prior to 4:00 P.M. Eastern time or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported as of 4:00 P.M. Eastern time by OTC Bulletin Board or such other system then in use, or, if on any such date the Security is not quoted by any such organization, the

average of the closing bid and asked prices as furnished by a professional market maker making a market in the Security selected by the Board. If on any such date no market maker is making a market in the security, the fair value of such shares on

such date as determined by the Board shall be used. If the security is not publicly held or not listed or traded, “current market price” shall mean the fair value per share as determined by the Board, whose determination shall be

described in a statement filed with the Rights Agent and shall be conclusive for all purposes. The term “Trading Day” shall mean a day on which the principal national securities exchange on which the Security is listed or admitted

to trading is open for the transaction of business, or, if the Security is not listed or admitted to trading on any national securities exchange, a Business Day.

(ii) For the purpose of any computation hereunder, the “current per share market price” of the Preferred Stock shall be

determined in accordance with the method set forth in Section 11(d)(i) hereof. If the shares of Preferred Stock are not publicly traded, the “current per share market price” of the Preferred Stock shall be

conclusively deemed to be the current per share market price of the shares of Common Stock as determined pursuant to Section 11(d)(i) hereof (appropriately adjusted to reflect any stock split, stock dividend or similar

transaction occurring after the date of this Agreement), multiplied by one thousand (1,000). If neither the shares of Common Stock nor the shares of Preferred Stock are publicly held or so listed or traded, “current per share market

price” shall mean the fair value per share as determined in good faith by the Board, whose determination shall be described in a written statement filed with the Rights Agent and shall be conclusive for all purposes.

(e) No adjustment in the Purchase Price shall be required unless such adjustment would require an increase or decrease of at

least one percent (1%) in the Purchase Price; provided, however, that any adjustments which by reason of this Section 11(e) are not required to be made shall be carried forward and taken into account in any

subsequent adjustment. All calculations under this Section 11 shall be made to the nearest cent or to the nearest one one-millionth of a share of Preferred Stock or one ten-thousandth of any other share or security as the case may be. Notwithstanding the first sentence of this Section 11(e), any adjustment required by this

Section 11 shall be made no later than the earlier of (i) three (3) years from the date of the transaction which requires such adjustment, or (ii) the date of the expiration of the right to exercise any Rights.

(f) If as a result of an adjustment made pursuant to

Section 11(a) hereof, the holder of any Right thereafter exercised shall become entitled to receive any shares of capital stock of the Company other than shares of Preferred Stock, thereafter the number of such other shares

so receivable upon exercise of any Right shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Preferred Stock contained in Sections 11(a) through

(c) hereof, inclusive, and the provisions of Sections 7, 9, 10 and 13 hereof with respect to the Preferred Stock shall apply on like terms to any such other shares.

(g) All Rights originally issued by the Company subsequent to any adjustment made to the Purchase Price hereunder shall

evidence the right to purchase, at the adjusted Purchase Price, the number of one one-thousandths of a share of Preferred Stock purchasable from time to time hereunder upon exercise of the Rights, all subject

to further adjustment as provided herein.

(h) Unless the Company shall have exercised its election as provided in

Section 11(i) hereof, upon each adjustment of the Purchase Price as a result of the calculations made in Sections 11(b) and (c) hereof, each Right outstanding immediately prior to the making of such

adjustment shall thereafter evidence the right to purchase, at the adjusted Purchase Price, that number of one one-thousandths of a share of Preferred Stock (calculated to the nearest one one-millionth of a share of Preferred Stock) obtained by (A) multiplying (x) the number of one one-thousandths of a share covered by a Right immediately prior to this

adjustment, by (y) the Purchase Price, in effect immediately prior to such adjustment of the Purchase Price and (B) dividing the product so obtained by the Purchase Price in effect immediately after such adjustment of the Purchase Price.

(i) The Company may elect on or after the date of any adjustment of the Purchase Price to adjust the number of Rights in

lieu of any adjustment in the number of one one-thousandths of a share of Preferred Stock purchasable upon the exercise of a Right. Each of the Rights outstanding after such adjustment of the number of Rights

shall be exercisable for the number of one one-thousandths of a share of Preferred Stock for which a Right was exercisable immediately prior to such adjustment. Each Right held of record prior to such

adjustment of the number of Rights shall become that number of Rights (calculated to the nearest one ten-thousandth) obtained by dividing the Purchase Price in effect immediately prior to adjustment of the

Purchase Price by the Purchase Price in effect immediately after adjustment of the Purchase Price. The Company shall make a public announcement of its election to adjust the number of Rights, indicating the record date for the adjustment, and, if

known at the time, the amount of the adjustment to be made. This record date may be the date on which the Purchase Price is adjusted or any day thereafter, but, if the Rights Certificates have been issued, shall be at least ten (10) days later

than the date of the public announcement. If Rights Certificates have been issued, upon each adjustment of the number of Rights pursuant to this Section 11(i), the Company shall, as promptly as practicable, cause to be

distributed to holders of record of Rights Certificates on such record date Rights Certificates evidencing, subject to Section 14 hereof, the additional Rights to which such holders shall be entitled as a result of such

adjustment, or, at the option of the Company, shall cause to be distributed to such holders of record in substitution and replacement for the Rights Certificates held by such holders prior to the date of adjustment, and upon surrender thereof, if

required by the Company, new Rights Certificates evidencing all the Rights to which such holders shall be entitled after such adjustment. Rights Certificates to be so distributed shall be issued, executed and delivered by the Company and

countersigned by the Rights Agent in the manner provided for herein, and shall be registered in the names of the holders of record of Rights Certificates on the record date specified in the public announcement.

(j) Irrespective of any adjustment or change in the Purchase Price or in the

number of one one-thousandths of a share of Preferred Stock issuable upon the exercise of the Rights, the Rights Certificates theretofore and thereafter issued may continue to express the Purchase Price and

the number of one one-thousandths of a share of Preferred Stock which were expressed in the initial Rights Certificates issued hereunder.

(k) Before taking any action that would cause an adjustment reducing the Purchase Price below one one-thousandth of the then par value, if any, of the share of Preferred Stock issuable upon exercise of the Rights, the Company shall take any corporate action that may, in the opinion of its counsel, be necessary

in order that the Company may validly and legally issue fully-paid and non-assessable shares of Preferred Stock at such adjusted Purchase Price.

(l) In any case in which this Section 11 shall require that an adjustment in the Purchase Price be

made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event the issuance to the holder of any Right exercised after such record date of the Preferred Stock and other capital stock or

securities of the Company, if any, issuable upon such exercise over and above the Preferred Stock and other capital stock or securities of the Company, if any, issuable upon such exercise on the basis of the Purchase Price in effect prior to such

adjustment; provided, however, that the Company shall deliver to such holder a due bill or other appropriate instrument evidencing such holder’s right to receive such additional shares upon the occurrence of the event requiring

such adjustment.

(m) Anything in this Section 11 to the contrary notwithstanding, the Company

shall be entitled to make such reductions in the Purchase Price, in addition to those adjustments expressly required by this Section 11, as and to the extent that it, in its sole discretion, shall determine to be advisable

in order that any consolidation or subdivision of the Preferred Stock, issuance wholly for cash of any shares of Preferred Stock at less than the current market price, issuance wholly for cash of shares of Preferred Stock or securities which by

their terms are convertible into or exchangeable for shares of Preferred Stock, dividends on Preferred Stock payable in shares of Preferred Stock or issuance of rights, options or warrants referred to in Section 11(b)

hereof, hereafter made by the Company to holders of the Preferred Stock shall not be taxable to such stockholders.

(n)

After the Distribution Date and so long as any Rights shall then be outstanding (other than Rights that have become null and void pursuant to Section 7(e) hereof), the Company shall not, except as permitted by Sections

23, 24, and 27 hereof, take (or permit any Subsidiary of the Company to take) any action if at the time such action is taken it is reasonably foreseeable that such action will diminish substantially or otherwise eliminate the

benefits intended to be afforded by the Rights.

(o) In the event that, at any time after the date of this Agreement and

prior to the Distribution Date, the Company shall (i) declare or pay any dividend on the shares of Common Stock payable in shares of Common Stock, or (ii) effect a subdivision, combination or consolidation of the shares of Common Stock (by

reclassification or otherwise than by payment of dividends in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then, in any such case, (A) the number of one

one-thousandths of a share of Preferred Stock purchasable after such event upon proper exercise of each Right shall be determined by multiplying the number of one

one-thousandths of a share of Preferred Stock so purchasable immediately prior to such event by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately before such

event and the denominator of which is the number of shares of Common Stock outstanding immediately after such event, and (B) each share of Common Stock outstanding immediately after such event shall have issued with respect to it that number of

Rights which each share of Common Stock outstanding immediately prior to such event had issued with respect to it. The adjustments provided for in this Section 11(o) shall be made successively whenever such a dividend is

declared or paid or such a subdivision, combination or consolidation is effected.

Section 12. Certificate of Adjusted Purchase Price or Number

of Shares. Whenever an adjustment is made or any event affecting the Rights or their exercisability (including without limitation an event that causes Rights to become null and void) as provided in Sections 11 or 13

hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment or describing such event and a brief, reasonably detailed statement of the facts accounting for such adjustment or describing such event, (b) file

with the Rights Agent and with each transfer agent for the shares of Common Stock or the shares of Preferred Stock a copy of such certificate and (c) if such adjustment occurs at any time after the Distribution Date, mail a brief summary

thereof to each holder of a Rights Certificate in accordance with Section 26 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment or statement therein contained and

shall not be obligated or responsible for calculating any adjustment or statement therein contained and shall not be obligated or responsible for calculating any adjustment, nor shall the Rights Agent be deemed to have knowledge of such an

adjustment or any such event, unless and until it shall have received such certificate. Notwithstanding the foregoing sentence, but without limiting any of the rights or immunities of the Rights Agent, the failure of the Company to make such

certification or give such notice shall not affect the validity of, or the force or effect of, the requirement for such adjustment. Any adjustment to be made pursuant to Section 11 or Section 13

hereof shall be effective as of the date of the event giving rise to such adjustment. The Rights Agent shall be fully protected in relying, in the absence of bad faith on its part, on any such certificate and on any adjustment or statement therein

and shall have no duty or liability with respect thereto and shall not be deemed to have knowledge of any such adjustment or any such event unless and until it shall have received such certificate.

Section 13. Consolidation, Merger or Sale or Transfer of Assets or Earning Power. In the event,

directly or indirectly, at any time after a Person has become an Acquiring Person, (a) the Company shall effect a share exchange, consolidate with, or merge with and into, any other Person, (b) any Person shall effect a share exchange,

consolidate with the Company, or merge with and into the Company and the Company shall be the continuing or surviving corporation of such share exchange or merger and, in connection with such merger, all or part of the shares of Common Stock shall

be changed into or exchanged for stock or other securities of any other Person (or the Company) or cash or any other property, or (c) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise

transfer), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person other than the Company or one or more of its

wholly-owned Subsidiaries, then, and in each such case, proper provision shall be made so that (i) each holder of a Right (except as otherwise provided herein) shall thereafter have the right to receive, upon the exercise thereof at a price

equal to the then current Purchase Price multiplied by the number of one one-thousandths of a share of Preferred Stock for which a Right is then exercisable, in accordance with the terms of this Agreement and

in lieu of shares of Preferred Stock, such number of shares of common stock (or equivalent security) of such other Person (including the Company as successor thereto or as the surviving corporation) as shall equal the result obtained by

(A) multiplying the then current Purchase Price by the number of one one-thousandths of a share of Preferred Stock for which a Right is then exercisable and dividing that product by (B) 50% of the then

current per share market price of the common stock (or equivalent security) of such other Person (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer;

(ii) the issuer of such common stock shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term

“Company” shall thereafter be deemed to refer to such issuer; and (iv) such issuer shall take such steps (including, but not limited to, the reservation of a sufficient number of its common stock in accordance with

Section 9 hereof) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to the shares of Common Stock of

the

Company thereafter deliverable upon the exercise of the Rights. The Company shall not consummate any such consolidation, merger, sale or transfer unless, prior thereto, the Company and such

issuer shall have executed and delivered to the Rights Agent a supplemental agreement so providing. The Company shall not enter into any transaction of the kind referred to in this Section 13 if at the time of such

transaction there are any rights, warrants, instruments or securities outstanding or any agreements or arrangements which, as a result of the consummation of such transaction, would eliminate or substantially diminish the benefits intended to be

afforded by the Rights. The provisions of this Section 13 shall similarly apply to successive mergers, share exchanges, or consolidations or sales or other transfers.

Section 14. Fractional Rights and Fractional Shares.

(a) The Company shall not be required to issue fractions of Rights or to distribute Rights Certificates that evidence

fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of

the current market value of a whole Right. For purposes of this Section 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which

such fractional Rights would have been otherwise issuable. The closing price for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in

either case, as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or Nasdaq or, if the Rights are not listed or admitted to trading on the New

York Stock Exchange or Nasdaq, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading or, if the

Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the

over-the-counter market or such other system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and

asked prices as furnished by a professional market maker making a market in the Rights selected by the Board. If on any such date no such market maker is making a market in the Rights, the fair value of the Rights on such date as determined in good

faith by the Board shall be used.

(b) The Company shall not be required to issue fractions of a share of Preferred Stock

(other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock) upon exercise of the Rights or to distribute certificates which evidence fractional shares of Preferred

Stock (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock). Fractions of shares of Preferred Stock in integral multiples of one

one-thousandth of a share of Preferred Stock may, at the election of the Company, be evidenced by depositary receipts, pursuant to an appropriate agreement between the Company and a depositary selected by it;

provided that such agreement shall provide that the holders of such depositary receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Preferred Stock represented by such

depositary receipts. In lieu of fractional shares of Preferred Stock that are not integral multiples of one one-thousandth of a share of Preferred Stock, the Company shall pay to the registered holders of

Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one share of Preferred Stock. For the purposes of this Section 14(b),

the current market value of a share of Preferred Stock shall be the closing price of a share of Preferred Stock (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately

prior to the date of such exercise.

holder’s right to receive any fractional Rights or any fractional shares upon exercise of a Right (except as provided above).

(d) Whenever a payment for fractional Rights or fractional shares or other

securities is to be made by the Rights Agent under any section of this Agreement, the Company shall (i) promptly prepare and deliver to the Rights Agent a certificate setting forth in reasonable detail the facts related to such payments and the

prices and formulas utilized in calculating such payments, and (ii) provide sufficient monies to the Rights Agent in the form of fully-collected funds to make such payments. The Rights Agent shall be fully protected in relying upon such a

certificate and shall have no duty with respect to, and shall not be deemed to have knowledge of, any payment for fractional Rights or fractional shares under any section of this Agreement relating to the payment of fractional Rights or fractional

shares unless and until the Rights Agent shall have received such a certificate and sufficient monies.

Section 15. Rights of Action. All rights of action in respect of this Agreement, other than

rights of action given to the Rights Agent pursuant to Section 18 hereof, are vested in the respective registered holders of the Rights Certificates (and, prior to the Distribution Date, the registered holders of the shares

of Common Stock); and any registered holder of any Rights Certificate (or, prior to the Distribution Date, of the shares of Common Stock), without the consent of the Rights Agent or of the holder of any other Rights Certificate (or, prior to the

Distribution Date, of the shares of Common Stock), may, on such holder’s own behalf and for such holder’s own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company to enforce, or otherwise

act in respect of, such holder’s right to exercise the Rights evidenced by such Rights Certificate in the manner provided in such Rights Certificate and in this Agreement. Without limiting the foregoing or any remedies available to the holders

of Rights, it is specifically acknowledged that the holders of Rights would not have an adequate remedy at law for any breach of this Agreement by the Company and shall be entitled to specific performance of the obligations under, and injunctive

relief against actual or threatened violations of the obligations hereunder, by the Company.

Section 16.

Agreement of Rights Holders. Every holder of a Right, by accepting the same, consents and agrees with the Company and the Rights Agent and with every other holder of a Right that:

(a) prior to the Distribution Date, the Rights will be evidenced by the balances indicated in the Book Entry account system of

the transfer agent for the shares of Common Stock registered in the names of the holders of shares of Common Stock or, in the case of certificated shares, the certificates for the shares of Common Stock registered in the names of the holders of

shares of Common Stock (which certificates for shares of shares of Common Stock shall also constitute certificates for Rights) and each Right shall be transferable only in connection with the transfer of the shares of Common Stock;

(b) after the Distribution Date, the Rights Certificates are transferable (subject to the provisions of this Agreement) only on

the registry books maintained by the Rights Agent if surrendered at the office or offices of the Rights Agent designated for such purposes, duly endorsed or accompanied by a proper instrument of transfer with the appropriate form of certification,

properly completed and duly executed, accompanied by a Signature Guarantee and such other documentation as the Rights Agent may reasonably request;

Distribution Date, the associated shares of Common Stock certificate (or Book Entry Common Stock)) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Rights

Certificate or the associated shares of Common Stock certificate (or Ownership Statements or other notices provided to holders of Book Entry Common Stock) made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and

neither the Company nor the Rights Agent, subject to the last sentence of Section 7(e) hereof, shall be affected by any notice to the contrary; and

(d) notwithstanding anything in this Agreement to the contrary, neither the

Company nor the Rights Agent shall have any liability to any holder of a Right or other Person (without limiting any of the Rights of the Rights Agent under Section 18) as a result of the inability of the Company or the

Rights Agent to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, judgment, decree or ruling (whether interlocutory or final) issued by a court of competent jurisdiction or by a

governmental, regulatory, self-regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such

obligation; provided, however, that the Company shall use all reasonable efforts to have any such injunction, order, judgment, decree or ruling lifted or otherwise overturned as soon as possible.

Section 17. Rights Certificate Holder Not Deemed a Stockholder. No holder, as such, of any

Rights Certificate shall be entitled to vote, receive dividends or be deemed for any purpose the holder of the Preferred Stock or any other securities of the Company which may at any time be issuable on the exercise or exchange of the Rights

represented thereby, nor shall anything contained herein or in any Rights Certificate be construed to confer upon the holder of any Rights Certificate, as such, any of the rights of a stockholder of the Company or any right to vote for the election

of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in

Section 25 hereof), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by such Rights Certificate shall have been exercised or exchanged in accordance with the provisions

hereof.

Section 18. Concerning the Rights Agent.

(a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder in

accordance with a fee schedule to be mutually agreed upon, and, from time to time, on demand of the Rights Agent, to reimburse the Rights Agent for all of its reasonable expenses and counsel fees and other disbursements incurred in the preparation,

negotiation, delivery, amendment, administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also covenants and agrees to indemnify the Rights Agent for, and to hold it harmless against, any

and all loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense (including, without limitation, the reasonable fees and expenses of legal counsel) incurred or suffered by it, or to which it becomes subject,

without gross negligence, bad faith or willful misconduct on the part of the Rights Agent (which gross negligence, bad faith or willful misconduct must be determined by a final, non-appealable judgment of a

court of competent jurisdiction), for any action taken, suffered or omitted to be taken by the Rights Agent in connection with the execution, acceptance, administration, exercise and performance of its duties under this Agreement, including the

costs and expenses of defending against any claim or liability arising therefrom or in connection therewith, directly or indirectly, or of enforcing its rights hereunder. The reasonable costs and expenses incurred in enforcing this right of

indemnification shall be paid by the Company.

(b) The Rights Agent shall be fully authorized and protected and shall incur

no liability for, or in respect of, any action taken, suffered or omitted by it in connection with, its acceptance and administration of this Agreement and the exercise and performance of its duties hereunder, in each case in reliance upon any

Rights Certificate or certificate for the shares of Preferred Stock or shares of Common Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, instruction,

direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, guaranteed, verified or acknowledged, by the proper Person or Persons, or otherwise upon the advice

of counsel as set forth in Section 20 hereof. The Rights Agent shall not be deemed to have knowledge of any event of which it was supposed to receive notice thereof hereunder, and the Rights Agent shall be fully protected

and shall incur no liability for failing to take action in connection therewith, unless and until it has received such notice in writing.

Person only for its own gross negligence, bad faith or willful misconduct (which gross negligence, bad faith or willful misconduct must be determined by a final, non-appealable judgment of a court of competent

jurisdiction). Notwithstanding anything in this Agreement to the contrary, in no event will the Rights Agent be liable for special, punitive, indirect, incidental or consequential loss or damage of any kind whatsoever (including but not limited to

lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

(d) Notwithstanding anything in this Agreement to the contrary, but subject to applicable law, any liability of the Rights

Agent under this Agreement will be limited to the amount of annual fees paid by the Company to the Rights Agent (but not including reimbursable expenses) during the twelve (12) months immediately preceding the event for which recovery from the

Rights Agent is being sought.

(e) The provisions of this Section 18 and

Section 20 hereof shall survive the termination of this Agreement, the exercise or expiration of the Rights and the resignation, replacement or removal of the Rights Agent.

Section 19. Merger or Consolidation or Change of Name of Rights Agent.

(a) Any Person into which the Rights Agent or any successor Rights Agent may be merged or with which it may effect a share

exchange, be converted or consolidated, or any Person resulting from any merger, share exchange, conversion or consolidation to which the Rights Agent or any successor Rights Agent shall be a party, or any Person succeeding to the stock transfer or

corporate trust powers of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or document or any further act on the part of any of the parties

hereto; provided, however, that such Person would be eligible for appointment as a successor Rights Agent under the provisions of Section 21 hereof. The purchase of all or substantially all of the Rights

Agent’s assets employed in the performance of transfer agent activities shall be deemed a merger or consolidation for purposes of this Section 19. In case at the time such successor Rights Agent shall succeed to the

agency created by this Agreement, any of the Rights Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of the predecessor Rights Agent and deliver such Rights Certificates so

countersigned; and, in case at that time any of the Rights Certificates shall not have been countersigned, any successor Rights Agent may countersign such Rights Certificates either in the name of the predecessor Rights Agent or in the name of the

successor Rights Agent; and, in all such cases, such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement.

(b) In case at any time the name of the Rights Agent shall be changed and at such time any of the Rights Certificates shall

have been countersigned but not delivered, the Rights Agent may adopt the countersignature under its prior name and deliver Rights Certificates so countersigned; and, in case at that time any of the Rights Certificates shall not have been

countersigned, the Rights Agent may countersign such Rights Certificates either in its prior name or in its changed name; and, in all such cases, such Rights Certificates shall have the full force provided in the Rights Certificates and in this

Agreement.

Section 20. Rights and Duties of Rights

Agent. The Rights Agent undertakes to perform only the duties and obligations expressly set forth in this Agreement and no implied duties or obligations shall be read into this Agreement against the Rights Agent. The Rights Agent

shall perform its duties and obligations hereunder upon the following terms and conditions, by all of which the Company and the holders of Rights Certificates, by their acceptance thereof, shall be bound:

(a) The Rights Agent may consult with legal counsel selected by it (who may be legal counsel for the Company or an employee or

legal counsel of the Rights Agent), and the advice or opinion of such counsel shall be full and complete authorization and protection to the Rights Agent, and the Rights Agent shall incur no liability for or in respect of any action taken or omitted

by it in the absence of bad faith and in accordance with such advice or opinion.

(b) Whenever in the performance of its

duties under this Agreement the Rights Agent shall deem it necessary or desirable that any fact or matter (including, without limitation, the identity of an Acquiring Person and the determination of the current per share market price of any

security) be proved or established by the Company prior to taking, suffering or omitting to take any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively

proved and established by a certificate signed by a Person reasonably believed by the Rights Agent to be any one of the Chairman of the Board, the Chief Executive Officer, the President, any Vice President, the Treasurer, any Assistant Treasurer,

the Secretary or any Assistant Secretary of the Company and delivered to the Rights Agent; and such certificate shall be full and complete authorization and protection to the Rights Agent, and the Rights Agent shall incur no liability for or in

respect of any action taken, suffered or omitted to be taken by it in the absence of bad faith by it under the provisions of this Agreement in reliance upon such a certificate. The Rights Agent shall have no duty to act without such a certificate as

set forth in this Section 20(b).

any of the statements of fact or recitals contained in this Agreement or in the Rights Certificates (except its countersignature thereof) or be required to verify the same, but all such statements and recitals are and shall be deemed to have been

made by the Company only.

(d) The Rights Agent shall not have any liability for or be under any responsibility in respect

of the validity of this Agreement or the execution and delivery hereof (except the due execution hereof by the Rights Agent) or in respect of the legality or validity or execution of any Rights Certificate (except its countersignature thereof); nor

shall it be responsible for any determination by the Board with respect to the Rights or breach by the Company of any covenant or failure by the Company to satisfy any condition contained in this Agreement or in any Rights Certificate; nor shall it

be responsible for any modification by or order of any court, tribunal or governmental authority in connection with the foregoing, any change in the exercisability of the Rights (including but not limited to the Rights becoming null and void

pursuant to Section 11(a)(ii) hereof) or any adjustment in the terms of the Rights (including but not limited to the manner, method or amount thereof) provided for in Section 3, 11,

13, 23 or 24 hereof, or the ascertaining of the existence of facts that would require any such calculation, change or adjustment (except with respect to the exercise of Rights evidenced by Rights Certificates after receipt of a

certificate furnished pursuant to Section 12 hereof describing such change or adjustment upon which the Rights Agent may rely); nor shall it by any act hereunder be deemed to make any representation or warranty as to the

authorization or reservation of any Preferred Stock or other securities to be issued pursuant to this Agreement or any Rights Certificate or as to whether any Preferred Stock or other securities will, when so issued, be validly authorized and

issued, fully paid and non-assessable.

(e) The Rights Agent shall be protected and

shall incur no liability for, any action taken, suffered or omitted to be taken by it in connection with the administration of this Agreement in reliance upon any Rights Certificate or certificate for the shares of Preferred Stock or shares of

Common Stock of the Company or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement or other paper or document believed by it

to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons, or otherwise upon the advice of counsel set forth in this Section 20.

(f) The Rights Agent shall not be required to take notice or be deemed to

have notice of any event or condition hereunder, including any event or condition that may require action by the Rights Agent, unless the Rights Agent shall be specifically notified in writing of such event or condition by the Company, and all

notices or other instruments required by this Agreement to be delivered to the Rights Agent must, in order to be effective, be received by the Rights Agent as specified in Section 26 hereof, and in the absence of such

notice so delivered, the Rights Agent may conclusively assume no such event or condition exists.

(g) The Company agrees

that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required or reasonably requested by the Rights

Agent for the carrying out or performing by the Rights Agent of the provisions of this Agreement.

(h) The Rights Agent

shall not have any duty or responsibility in the case of the receipt of any written demand from any holder of Rights with respect to any action or default by the Company, including, without limiting the generality of the foregoing, any duty or

responsibility to initiate or attempt to initiate any proceedings at law or otherwise or to make any demand upon the Company.

(i) The Rights Agent is hereby authorized and directed to accept written instructions with respect to the performance of its

duties hereunder and certificates delivered pursuant to any provision hereof from any Person reasonably believed by the Rights Agent to be any one of the Chairman of the Board, the Chief Executive Officer, the President, any Vice President, the

Secretary, any Assistant Secretary, the Treasurer or any Assistant Treasurer of the Company, and to apply to such officers for advice or instructions in connection with its duties under this Agreement, and such advice or instructions shall provide

full authorization and protection to the Rights Agent, and the Rights Agent shall not be liable for any action taken, suffered or omitted to be taken by it in the absence of bad faith in accordance with the written advice or instructions of any such

officer or for any delay in acting while waiting for those instructions. Any application by the Rights Agent for written instructions from the Company may, at the option of the Rights Agent, set forth in writing any action proposed to be taken,

suffered or omitted to be taken by the Rights Agent with respect to its duties or obligations under this Agreement and the date on or after which such action shall be taken or such omission shall be effective. The Rights Agent shall be fully

authorized and protecting in relying upon the most recent advice or instructions received by any such officer, and shall not be liable for any action taken, suffered or omitted to be taken by the Rights Agent in accordance with a proposal included

in any such application on or after the date specified in such application (which date shall not be less than five Business Days after the date any officer of the Company actually receives such application, unless any such officer shall have

consented in writing to an earlier date) unless, prior to taking any such action (or the effective date, in the case of an omission), the Rights Agent has received written instructions in response to such application specifying the action to be

taken, suffered or omitted to be taken.

(j) The Rights Agent and any stockholder, director, officer or employee of the

Rights Agent may buy, sell or deal in any of the Rights or other securities of the Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company or otherwise act as

fully and freely as though it were not the Rights Agent under this Agreement. Nothing herein shall preclude the Rights Agent from acting in any other capacity for the Company or for any other Person.

(k) The Rights Agent may execute and exercise any of the rights or powers

hereby vested in it or perform any duty hereunder either itself (through its directors, officers and employees) or by or through its attorneys or agents, and the Rights Agent shall not be answerable or accountable for any act, omission, default,

neglect or misconduct of any such attorneys or agents or for any loss to the Company or any other Person resulting from any such act, omission, default, neglect or misconduct, absent gross negligence, willful misconduct or bad faith in the selection

and continued employment thereof (which gross negligence, willful misconduct or bad faith must be determined by a final, non-appealable judgment of a court of competent jurisdiction).

(l) No provision of this Agreement shall require the Rights Agent to expend or risk its own funds or otherwise incur any

financial liability in the performance of any of its duties hereunder or in the exercise of its rights or powers if the Rights Agent believes that repayment of such funds or adequate indemnification against such risk or liability is not reasonably

assured to it.

(m) If, with respect to any Rights Certificate surrendered to the Rights Agent for exercise or transfer,

the certificate attached to the form of assignment or form of election to purchase, as the case may be, has either not been properly completed or indicates an affirmative response to clause 1 or 2 thereof, the Rights Agent shall not take any further

action with respect to such requested exercise or transfer without first consulting with the Company; provided; however that the Rights Agent shall not be liable for any delays arising from the duties under this

Section 20(o).

(n) The Rights Agent may rely on and be fully authorized and protected in acting

or failing to act upon (a) any guaranty of signature by an “eligible guarantor institution” that is a member or participant in the Securities Transfer Agents Medallion Program or other comparable “signature guarantee

program” or insurance program in addition to, or in substitution for, the foregoing; or (b) any law, act, regulation or any interpretation of the same.

(o) In the event the Rights Agent believes any ambiguity or uncertainty exists hereunder or in any notice, instruction,

direction, request or other communication, paper or document received by the Rights Agent hereunder, the Rights Agent, may (upon notice to the Company of such ambiguity or uncertainty), in its sole discretion, refrain from taking any action, and

shall be fully protected and shall be liable in any way to Company, the holder of any Rights Certificates or any other Person for refraining from taking such action, unless the Rights Agent received written instructions signed by the Company which

eliminates such ambiguity or uncertainty to the satisfaction of the Rights Agent.

Section 21. Change of

Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon thirty (30) days’ notice in writing mailed to the Company and, in the event that the Rights

Agent or one of its Affiliates is not also the transfer agent for the Company, to each transfer agent of the shares of Common Stock or Preferred Stock by registered or certified mail. In the event the transfer agency relationship in effect between

the Company and the Rights Agent terminates, the Rights Agent will be deemed to have resigned automatically and be discharged from its duties under this Agreement as of the effective date of such termination, and the Company shall be responsible for

sending any required notice. The Company may remove the Rights Agent or any successor Rights Agent (with or without cause) upon thirty (30) days’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be,

and to each transfer agent of the shares of Common Stock or Preferred Stock by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become

incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of thirty (30) days after giving notice of such removal or after it has been notified in writing

of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Rights Certificate (which holder shall, with such notice, submit such holder’s Rights

Certificate for inspection by the Company), then the registered holder of any Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any

successor Rights Agent, whether appointed by the Company or by such a court, shall be either (a) a Person organized and doing business under the laws of the United States or of the State of New York (or of any other state of the United States

so long as such corporation is authorized to do business as a banking institution in such state), in good standing that is authorized under such laws to exercise corporate trust, stock transfer or stockholder services powers and is subject to

supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million or (b) an Affiliate or direct or indirect wholly-owned Subsidiary

of such Person or its wholly-owning parent. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but

the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any conveyance, act or deed necessary for the purpose, but such predecessor Rights Agent

shall not be required to make any additional expenditure or assume any additional liability in connection with the foregoing, and shall thereafter be discharged from all duties and obligations hereunder. Not later than the effective date of any such

appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the shares of Common Stock or Preferred Stock, and mail a notice thereof in writing to the registered holders of the Rights

Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the

successor Rights Agent, as the case may be.

Section 22. Issuance of New Rights

Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by the Board to

reflect any adjustment or change in the Purchase Price and the number or kind or class of shares or other securities or property purchasable under the Rights Certificates made in accordance with the provisions of this Agreement.

Section 23. Redemption.

(a) The Board may, at its option, at any time prior to the Distribution Date, redeem all but not less than all of the then

outstanding Rights at a redemption price of $0.001 per Right, as such amount may be appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such redemption price being hereinafter

referred to as the “Redemption Price”); provided; however, that if following expiration of the right of redemption hereunder, (i) a Person who is an Acquiring Person shall have transferred or otherwise disposed

of a number of shares of Common Stock in one transaction or series of transactions, not directly or indirectly involving the Company or any of its Subsidiaries, such that such Person is thereafter a Beneficial Owner of less than the Triggering

Percentage of the outstanding shares of Common Stock, and (ii) there are no other Persons, immediately following the occurrence of the event described in clause (i), who are Acquiring Persons, then the right of redemption shall be reinstated

and thereafter be subject to the provisions of this Section 23. The redemption of the Rights by the Board may be made effective at such time, on such basis and with such conditions as the Board, in its sole discretion, may

establish.

(b) Immediately upon the action of the Board ordering the redemption of the Rights pursuant to this

Section 23, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of the holders of Rights shall be to receive the Redemption Price. The Company

shall promptly give public notice of any such redemption (with prompt written notice thereof to the Rights Agent); provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such

redemption. Within ten (10) days after such action of the Board ordering the redemption of the Rights, the Company shall mail a notice of redemption to all

the holders of the then outstanding Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the

transfer agent for the shares of Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of redemption will state the method by which the payment

of the Redemption Price will be made. Neither the Company nor any of its Affiliates or Associates may redeem, acquire or purchase for value any Rights at any time in any manner other than that specifically set forth in this

Section 23 or in Section 24 hereof, and other than in connection with the purchase of shares of Common Stock prior to the Distribution Date.

(i) In the event the Company receives a Qualifying Offer and the Board has not redeemed the outstanding Rights or exempted such Qualifying

Offer from the terms of this Agreement or called a special meeting of stockholders by the end of the ninetieth (90th) Business Day following the commencement of such Qualifying Offer within the meaning of Rule

14d-2(a) under the Exchange Act Regulations, for the purpose of voting on whether to exempt such Qualifying Offer from the terms of this Agreement, provided that such Qualifying Offer has not been

terminated and continues to be a Qualifying Offer, holders of record (or their duly authorized proxy) of at least twenty percent (20%) of the shares of Common Stock then outstanding (excluding shares of Common Stock Beneficially Owned by the offeror

and the offeror’s Affiliates and Associates) may submit to the Board, not earlier than ninety (90) Business Days nor later than one hundred twenty (120) Business Days following the commencement of such Qualifying Offer within the

meaning of Rule 14d-2(a) under the Exchange Act Regulations, a written demand complying with the terms of this Section 23(c) (the “Special Meeting Demand”)

directing the Board to submit to a vote of stockholders at a special meeting of the stockholders of the Company (a “Special Meeting”) a resolution authorizing the exemption of such Qualifying Offer from the provisions of this

Agreement (the “Qualifying Offer Resolution”).

(ii) A Special Meeting Demand shall be delivered to the Secretary of

the Company at the principal executive offices of the Company and must set forth as to the stockholders of record executing the request (x) the names and addresses of such stockholders, as they appear on the Company’s books and records,

(y) the number of shares of Common Stock that are owned of record by each of such stockholders, and (z) in the case of the shares of Common Stock that are Beneficially Owned by another Person, an executed certification by the holder of

record that such holder has executed such Special Meeting Demand only after obtaining instructions to do so from such Beneficial Owner and attaching evidence thereof. For purposes of a Special Meeting Demand, the record date for determining holders

of record eligible to make a Special Meeting Demand shall be the ninetieth (90th) Business Day following commencement, within the meaning of Rule 14d-2(a) under the Exchange Act Regulations, of a Qualifying

Offer.

(iii) In the event that the Board receives a Special Meeting Demand complying with the provisions of this

Section 23(c), the Board shall take such actions as are necessary or desirable to cause the Qualifying Offer Resolution to be submitted to a vote of stockholders at a Special Meeting by including a proposal relating to the

adoption of the Qualifying Offer Resolution in the proxy materials of the Company for the Special Meeting. Such Special Meeting shall be convened within ninety (90) Business Days following the Special Meeting Demand (the “Special

Meeting Period”); provided, however, that if the Company at any time during the Special Meeting Period and prior to a vote on the Qualifying Offer Resolution enters into a Definitive Acquisition Agreement conditioned on the

approval by holders of a majority of the outstanding shares of Common Stock, the Special Meeting Period may be extended by the Board (and any special meeting called in connection therewith may be cancelled) if the Qualifying Offer Resolution will be

separately submitted to a vote at the same meeting as the Definitive Acquisition Agreement; provided, further, that the Board may cause the Qualifying Offer Resolution to be submitted to a vote of stockholders at an annual meeting of

the stockholders of the Company if such annual meeting is to be convened during the Special Meeting Period.

(iv) The Board shall set a date for determining the stockholders of record entitled to

notice of and to vote at the Special Meeting in accordance with the Company’s certificate of incorporation, bylaws and applicable law.

(v) Subject to the requirements of applicable law, the Board may take a position in favor of or opposed to the adoption of the Qualifying

Offer Resolution, or no position with respect to the Qualifying Offer Resolution, as it determines to be appropriate in the exercise of its duties. Notwithstanding anything to the contrary contained in this Agreement, if the Board determines that it

is in the best interests of stockholders to seek an alternative transaction so as to obtain greater value for stockholders than that provided by any Qualifying Offer, the Company shall be entitled to include information relating to such alternative

transaction in the proxy soliciting material prepared by it in connection with the Special Meeting.

(vi) In the event that no Person has

become an Acquiring Person prior to the Exemption Date and the Qualifying Offer continues to be a Qualifying Offer and either (A) the Special Meeting is not convened on or prior to the last day of the Special Meeting Period (the

“Outside Meeting Date”), or (B) if, at the Special Meeting at which a quorum is present, a majority of the shares of Common Stock outstanding and entitled to vote as of the record date for the Special Meeting selected by the

Board, not giving effect to any affirmative votes cast by the offeror or any of its Affiliates or Associates, shall vote in favor of the Qualifying Offer Resolution, then the Qualifying Offer shall be deemed exempt from the application of this

Agreement to such Qualifying Offer so long as it remains a Qualifying Offer, such exemption to be effective on the Close of Business on the tenth (10th) Business Day after (A) the Outside Meeting Date or (B) the date on which the results

of the vote on the Qualifying Offer Resolution at the Special Meeting are certified as official by the appointed inspectors of election for the Special Meeting, as the case may be (the “Exemption Date”).

(vii) Immediately upon the Close of Business on the Exemption Date, if any, without any further action and without any notice, the right to

exercise the Rights with respect to the Qualifying Offer will terminate and, notwithstanding anything in this Agreement to the contrary, the consummation of the Qualifying Offer shall not cause the offeror (or its Affiliates or Associates) to become

an Acquiring Person; and the Rights shall immediately expire and have no further force and effect upon such consummation.

(viii) The

Company shall promptly notify the Rights Agent in writing upon the occurrence of the Exemption Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the Business Day next following. Until such

notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Exemption Date has not occurred.

(ix) Notwithstanding anything herein to the contrary, no action or vote by stockholders not in compliance with the provisions of this

Section 23(c) shall serve to exempt any offer from the terms of this Agreement.

(x) Nothing in this

Section 23(c) shall be construed as limiting or prohibiting the Company or any offeror from proposing or engaging in any acquisition, disposition or other transfer of any securities of the Company, any merger or

consolidation involving the Company, any sale or other transfer of assets of the Company, any liquidation, dissolution or winding-up of the Company, or any other business combination or other transaction, or

any other action by the Company or such offeror; provided, however, that the holders of Rights shall have the rights set forth in this Agreement with respect to any such acquisition, disposition, transfer, merger, consolidation,

sale, liquidation, dissolution, winding-up, business combination, transaction or action.

Section 24. Exchange.

(a) The Board may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then

outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii) or Section 7(e) hereof) for shares of Common Stock

at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any adjustment in the number of Rights pursuant to Section 11(i) hereof (such exchange ratio being hereinafter referred to as

the “Exchange Ratio”). Notwithstanding the foregoing, the Board shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the

Company or any such Subsidiary, or any entity holding shares of Common Stock for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of more than 50% of the shares of

Common Stock then outstanding. The exchange of the Rights by the Board may be made effective at such time, on such basis and with such conditions as the Board in its sole discretion may establish. From and after the occurrence of an event specified

in Section 13 hereof, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13

hereof and may not be exchanged pursuant to this Section 24(a).

(b) Immediately upon the action

of the Board ordering the exchange of any Rights pursuant to paragraph (a) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right

thereafter of a holder of such Rights shall be to receive that number of shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such

exchange (with prompt, reasonably detailed written notice thereof to the Rights Agent); provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly

shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether

or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock for Rights will be effected, and, in the event of any partial exchange, the number of Rights which will be

exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 11(a)(ii) hereof) held by each

holder of Rights.

authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall, at the election of the Board, take all such action as may be necessary to authorize additional

shares of Common Stock for issuance upon exchange of the Rights. In the event the Company shall, after good faith effort, be unable to take all such action as may be necessary to authorize such additional shares of Common Stock, the Company shall

substitute, for each share of Common Stock that would otherwise be issuable upon exchange of a Right, a number of shares of Preferred Stock or fraction thereof such that the current per share market price of one share of Preferred Stock multiplied

by such number or fraction is equal to the current per share market price of one share of Common Stock as of the date of issuance of such shares of Preferred Stock or fraction thereof.

(d) The Company shall not be required to issue fractions of shares of Common

Stock or to distribute certificates which evidence fractional shares of Common Stock. In lieu of such fractional shares of Common Stock, the Company shall pay to the registered holders of the Rights Certificates with regard to which such fractional

shares of Common Stock would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole share of Common Stock. For the purposes of this paragraph (d), the current market value of a whole share of Common

Stock shall be the closing price of a share of Common Stock (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this

Section 24.

(e) Upon declaring an exchange pursuant to this

Section 24, or as promptly as reasonably practicable thereafter, the Company may implement such procedures as it deems appropriate, in its sole discretion, for the purpose of ensuring that the shares of Common Stock (or

such other consideration) issuable upon an exchange pursuant to this Section 24 is not received by holders of Rights that have become null and void pursuant to Section 7(e) hereof. Before effecting

an exchange pursuant to this Section 24, the Board may direct the Company to enter into a Trust Agreement in such form and with such terms as the Board shall then approve (the “Trust Agreement”). If the

Board so directs, the Company shall enter into the Trust Agreement and the Company shall issue to the trust created by the Trust Agreement (the “Trust”) all or a portion (as designated by the Board) of the shares of Common

Stock and other securities, if any, distributable pursuant to the exchange, and all stockholders entitled to distribution of such shares or other securities (and any dividends or distributions made thereon after the date on which such shares or

other securities are deposited in the Trust) shall be entitled to receive a distribution of such shares or other securities (and any dividends or distributions made thereon after the date on which such shares or other securities are deposited in the

Trust) only from the Trust and solely upon compliance with all relevant terms and provisions of the Trust Agreement. Prior to effecting an exchange and registering shares of Common Stock (or other such securities) in any Person’s name,

including any nominee or transferee of a Person, the Company may require (or cause the trustee of the Trust to require), as a condition thereof, that any holder of Rights provide evidence, including, without limitation, the identity of the

Beneficial Owners thereof and their Affiliates and Associates (or former Beneficial Owners thereof and their Affiliates and Associates) as the Company shall reasonably request in order to determine if such Rights are null and void. Any shares of

Common Stock or other securities issued at the direction of the Board in connection herewith shall be validly issued, fully paid, and nonassessable shares of Common Stock or of such other securities (as the case may be).

Section 25. Notice of Certain Events.

(a) In case the Company shall, at any time after the Distribution Date, propose (i) to pay any dividend payable in stock

of any class to the holders of the Preferred Stock or to make any other distribution to the holders of the Preferred Stock (other than a regular quarterly cash dividend), (ii) to offer to the holders of the Preferred Stock rights or warrants to

subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of the Preferred Stock (other than a reclassification

involving only the subdivision of outstanding shares of Preferred Stock), (iv) to effect any share exchange, consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any

sale or other transfer), in one or more transactions, of more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (v) to effect the liquidation, dissolution or winding up of the

Company, or (vi) to declare or pay any dividend on the shares of Common Stock payable in shares of Common Stock or to effect a subdivision, combination or consolidation of the shares of Common Stock (by reclassification or otherwise than by

payment of dividends in shares of Common Stock), then, in each such case, the Company shall give to the Rights Agent and each holder of a Rights Certificate, in accordance with Section 26 hereof, a reasonably detailed

notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, or distribution of rights or warrants, or the date on which such share exchange,

reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Common Stock and/or Preferred Stock, if any such date is to be

fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least ten (10) days prior to the record date for determining holders of the Preferred Stock for purposes of such action, and, in the

case of any such other action, at least ten (10) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Stock and/or Preferred Stock, whichever shall be the

earlier; provided, however, that no such action shall be taken pursuant to this Section 25(a) that will or would conflict with any provision of the Certificate of Incorporation of the Company; provided further, that no such

notice shall be required pursuant to this Section 25 if any Subsidiary of the Company effects a consolidation or merger with or into, or effects a sale or other transfer of assets or earning power to, any other Subsidiary

of the Company. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality of validity of the action taken by the Company or the vote upon any such action.

(b) In case the event set forth in Section 11(a)(ii) hereof shall occur, then the Company shall, as

soon as practicable thereafter, give to the Rights Agent and each holder of a Rights Certificate, in accordance with Section 26 hereof, a notice of the occurrence of such event, which notice shall describe such event and

the consequences of such event to holders of Rights under Section 11(a)(ii) hereof.

Section 26. Notices. Notices or demands authorized by this Agreement to be given or made by the

Rights Agent or by the holder of any Rights Certificate to or on the Company shall be sufficiently given or made if sent by overnight delivery service or first-class mail, postage prepaid, addressed (until another address is filed in writing with

the Rights Agent) as follows:

Repay Holdings Corporation

3060 Peachtree Road NW, Suite 1100

Atlanta, GA 30305

Attention:

General Counsel

with a copy to, which shall not constitute notice:

Troutman Pepper Locke LLP

600

Peachtree Street, N.E., Suite 3000

Atlanta, GA 30308

Attention: David W. Ghegan and Heather M. Ducat

Subject to the provisions of Section 21 hereof, any notice or demand authorized by this Agreement to be given or

made by the Company or by the holder of any Rights Certificate to or on the Rights Agent shall be sufficiently given or made if in writing and sent by overnight delivery service or first-class mail, postage prepaid, properly addressed (until another

address is filed in writing with the Company) as follows:

Continental Stock Transfer & Trust Company

One State Street, 30th Floor

New

York, NY 10004

Attention: Compliance Department

Notices or demands authorized by this Agreement to be given or made by the Company or the Rights Agent to the holder of any Rights Certificate

shall be sufficiently given or made if sent by first-class mail, postage prepaid, addressed to such holder at the address of such holder as shown on the registry books of the Company.

Section 27. Supplements and Amendments.

Subject to this Section, for so long as the Rights are redeemable, the Company may, from time to time, in its sole discretion, supplement or amend this Agreement in any respect without the approval of any holders of Rights Certificates or shares of

Common Stock, and the Rights Agent shall, if directed by the Company, execute such supplement or amendment. At any time when the Rights are not redeemable, the Company and the Rights Agent may from time to time supplement or amend this Agreement

without the approval of any holders of Rights Certificates in order to (a) cure any ambiguity; (b) correct or supplement any provision contained herein that may be defective or inconsistent with any other provision herein; (c) shorten

or lengthen any time period hereunder, including, without limitation, the Final Expiration Date; or (d) otherwise change, amend or supplement any provisions hereunder in any manner that the Company may deem necessary or desirable;

provided, however, that from and after the time when the Rights are no longer redeemable, this Agreement shall not be amended in any manner that would adversely affect the interests of the holders of Rights. For the avoidance of doubt,

the Company shall be entitled to adopt and implement such procedures and arrangements (including with third parties) as it may deem necessary or desirable to facilitate the exercise, exchange, trading, issuance or distribution of the Rights (and

Preferred Stock) as contemplated hereby and to ensure that an Acquiring Person does not obtain the benefits thereof, and amendments in respect of the foregoing shall not be deemed to adversely affect the interests of the holders of Rights. Without

limiting the foregoing, the Company may at any time before any Person becomes an Acquiring Person amend this Agreement to make the provisions of this Agreement inapplicable to a particular transaction by which a Person might otherwise become an

Acquiring Person or to otherwise alter the terms and conditions of this Agreement as they may apply with respect to any such transaction. Any supplement or amendment authorized by this Section 27 will be evidenced by a

writing signed by the Company and the Rights Agent, subject to certification by any of the officers of the Company listed in Section 20(b) that any such supplement or amendment complies with this

Section 27. Upon the delivery of a certificate from an appropriate officer of the Company that states that the proposed supplement or amendment is in compliance with the terms of this Section 27,

the Rights Agent shall execute such supplement or amendment hereto requested by the Company in writing; provided, that notwithstanding anything in this Agreement to the contrary, the Rights Agent may, but shall not be obligated to, enter into

any supplement or amendment that in the opinion of the Rights Agent, may adversely affect the Rights Agent’s own rights, duties, liabilities, obligations or immunities under this Agreement. No supplement or amendment to the Agreement shall be

effective unless duly executed by the Rights Agent.

Section 28. Successors. All the

covenants and provisions of this Agreement by or for the benefit of the Company or the Rights Agent shall bind and inure to the benefit of their respective successors and assigns hereunder.

Section 29. Determinations and Actions by the Board. Except as otherwise specifically provided

herein, the Board has the exclusive power and authority to administer this Agreement and to exercise all rights and powers specifically granted to the Board or to the Company hereunder, or as may be necessary or advisable in the administration of

this Agreement, including, without limitation, the right and power (a) to interpret the provisions of this Agreement, and (b) to make all determinations deemed necessary or advisable for the administration of this Agreement (including,

without limitation, a determination to redeem or not redeem the Rights in accordance with Section 23 hereof, to exchange or not exchange the rights in accordance with Section 24 hereof, or to amend

or not amend this Agreement in accordance with Section 27 hereof). All such actions, calculations, interpretations and determinations (including, for purposes of clause (ii) below, all omissions with respect to the

foregoing) that are done or made by the Board shall (i) be final, conclusive, and binding on the Company, the Rights Agent, the holders of the Rights and all other parties; and (ii) not subject the Board or any member thereof to any

liability to the holders of the Rights. Without limiting the foregoing, nothing contained herein shall be construed to

suggest or imply that the Board shall not be entitled to reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to recommend that holders of shares of Common

Stock reject any Qualifying Offer or any other tender offer or other acquisition proposal, or to take any other action (including, without limitation, the commencement, prosecution, defense or settlement of any litigation and the submission of

additional or alternative offers or other proposals) with respect to any Qualifying Offer or any other tender offer or other acquisition proposal that the Board determines in good faith is necessary or appropriate in the exercise of its fiduciary

duties. In administering this Agreement and exercising the rights and powers specifically granted to the Board and to the Company, and in interpreting this Agreement and making any determination under this Agreement, the Board may consider any and

all facts, circumstances or information that it deems to be necessary, useful or appropriate.

Section 30.

Benefits of this Agreement. Nothing in this Agreement shall be construed to give to any Person other than the Company, the Rights Agent and the registered holders of the Rights Certificates (and, prior to the Distribution Date,

the shares of Common Stock) any legal or equitable right, remedy or claim under this Agreement; but this Agreement shall be for the sole and exclusive benefit of the Company, the Rights Agent and the registered holders of the Rights Certificates

(and, prior to the Distribution Date, the shares of Common Stock).

Section 31.

Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions,

covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated; provided, however, that if any such excluded term, provision, covenant or restriction shall materially and

adversely affect the rights, immunities, liabilities, duties or obligations of the Rights Agent, the Rights Agent shall be entitled to resign immediately upon written notice to the Company pursuant to the requirements of

Section 26 of this Agreement.

Section 32. Governing Law. This

Agreement, each Right and each Rights Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such State

applicable to contracts to be made and performed entirely within such State; provided, however, that the rights, duties, liabilities and obligations of the Rights Agent under this Agreement shall be governed by and construed in

accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within the State of New York.

Section 33. Counterparts. This Agreement may be executed in any number of counterparts and each

of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. A signature to this Agreement transmitted electronically shall have the same authority,

effect, and enforceability as an original signature.

Section 34. Force Majeure.

Notwithstanding anything to the contrary contained herein, the Rights Agent shall not be liable for any delays or failures in performance resulting from acts beyond its reasonable control, including, without limitation, any act or provision or any

present or future law or regulation or governmental authority, any acts of God, epidemics, pandemics, terrorist acts, shortage of supply, breakdowns or malfunctions, interruptions or malfunctions of computer facilities, or loss of data due to power

failures or mechanical difficulties with information storage or retrieval systems, labor difficulties, war, or civil unrest.

Section 35. Entire Agreement. This Agreement contains the entire agreement between the parties

with respect to the subject matter hereof.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and

attested, all as of the day and year first above written.

REPAY HOLDINGS CORPORATION

By:

/s/ John Morris

Name:

John Morris

Title:

Chief Executive Officer

CONTINENTAL STOCK TRANSFER & TRUST COMPANY

By:

/s/ Margaret B. Lloyd

Name:

Margaret B. Lloyd

Title:

Vice President

Exhibit A

FORM

CERTIFICATE OF DESIGNATION

SERIES A JUNIOR

PARTICIPATING PREFERRED STOCK

REPAY HOLDINGS CORPORATION

(Pursuant to Section 151 of the

Delaware General Corporation Law)

Repay Holdings Corporation, a corporation organized and existing under the General Corporation Law of the State of Delaware (hereinafter

April 13, 2026:

RESOLVED, that pursuant to the authority granted to and vested in the Board of Directors of this Corporation

Series A Junior Participating Preferred Stock:

Section 1. Designation and Amount. The shares of such series shall be designated as “Series A Junior Participating Preferred

rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preferred Stock.

Section 2. Dividends and Distributions.

(A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior

A-1

shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on each share of Common Stock since the immediately preceding

Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock. In the event the Corporation shall at any time declare or pay

Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence

shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were

outstanding immediately prior to such event.

(B) The Corporation shall declare a dividend or distribution on the Series A

Preferred Stock as provided in paragraph (A) of this Section immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided that, in the event no dividend

or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $1.00 per share on the Series A Preferred Stock shall

nevertheless be payable on such subsequent Quarterly Dividend Payment Date.

cumulative on outstanding shares of Series A Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such shares, unless the date of issue of such shares is prior to the record date for the first Quarterly

Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of

holders of shares of Series A Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend

Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares of Series A Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated

pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of shares

of Series A Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be not more than 60 days prior to the date fixed for the payment thereof.

Section 3. Voting Rights. The holders of shares of Series A Preferred Stock shall have the following voting rights:

(A) Subject to the provision for adjustment hereinafter set forth, each share of Series A Preferred Stock shall entitle the

of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

A-2

(B) Except as otherwise provided herein, in any other certificate of

designations creating a series of Preferred Stock or any similar stock, or by law, the holders of shares of Series A Preferred Stock and the holders of shares of Common Stock and any other capital stock of the Corporation having general voting

rights shall vote together as one class on all matters submitted to a vote of stockholders of the Corporation.

as set forth herein, or as otherwise provided by law, holders of Series A Preferred Stock shall have no special voting rights, and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as

set forth herein) for taking any corporate action.

Section 4. Certain Restrictions.

(A) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in

Corporation shall not:

(i) declare or pay dividends, or make any other distributions, on any shares of stock ranking

junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock;

(ii)

Series A Preferred Stock and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;

(iii) redeem or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or

Corporation ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Series A Preferred Stock; or

(iv) redeem or purchase or otherwise acquire for consideration any shares of Series A Preferred Stock, or any shares of stock

classes.

(B) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for

consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

A-3

Section 5. Reacquired Shares. Any shares of Series A Preferred Stock purchased

or otherwise acquired by the Corporation in any manner whatsoever shall be retired and cancelled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued shares of Preferred Stock and may

be reissued as part of a new series of Preferred Stock subject to the conditions and restrictions on issuance set forth herein, in the Certificate of Incorporation, or in any other certificate of designations creating a series of Preferred Stock or

any similar stock or as otherwise required by law.

Section 6. Liquidation, Dissolution or Winding Up. Upon any liquidation,

denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Section 7.

event.

Section 8. No Redemption. The shares of Series A Preferred Stock shall not be redeemable.

A-4

Section 9. Rank. The Series A Preferred Stock shall rank, with respect to the

payment of dividends and the distribution of assets, junior to all series of any other class of the Corporation’s Preferred Stock, and shall rank senior to the Common Stock as to such matters.

Section 10. Amendment. The Certificate of Incorporation of the Corporation shall not be amended in any manner which would

materially alter or change the powers, preferences or special rights of the Series A Preferred Stock so as to affect them adversely without the affirmative vote of the holders of at least two-thirds of the

outstanding shares of Series A Preferred Stock, voting together as a single class.

A-5

IN WITNESS WHEREOF, this Certificate of Designation is executed on behalf of the Corporation

by its Chief Executive Officer and attested by its Secretary this _______ day of _______, 202_.

Chief Executive Officer

Attest:

Secretary

A-6

Exhibit B

Form of Rights Certificate

Certificate No. R-

__________ Rights

NOT EXERCISABLE AFTER THE FINAL EXPIRATION DATE

(AS DEFINED IN THE RIGHTS AGREEMENT) OR EARLIER IF

REDEMPTION OR EXCHANGE OCCURS. THE RIGHTS

ARE SUBJECT TO REDEMPTION AT $0.001 PER RIGHT

AND TO EXCHANGE ON THE TERMS SET FORTH

IN THE RIGHTS AGREEMENT.

Rights Certificate

REPAY

HOLDINGS CORPORATION

This certifies that ____________, or registered assigns, is the registered owner of the number of Rights set

forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of April 13, 2026 (the “Rights Agreement”), between Repay Holdings Corporation, a

Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as rights agent (or any successor rights agent) (the “Rights Agent”), to purchase from the

Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M., New York City time, on the Final Expiration Date, or such earlier date as provided in the Rights Agreement, at the office or

offices of the Rights Agent designated for such purpose, or at the office of its successors as Rights Agent, one one-thousandth of a fully-paid non-assessable share of

Series A Junior Participating Preferred Stock, par value $0.0001 per share, of the Company (the “Preferred Stock”), at a purchase price of $17.00 per one one-thousandth of a Preferred Stock

(the “Purchase Price”), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase properly completed and duly executed, accompanied by such documentation as the Rights Agent may reasonably

request. The number of Rights evidenced by this Rights Certificate (and the number of one one-thousandths of a Preferred Stock which may be purchased upon exercise hereof) set forth above, and the Purchase

Price set forth above, are the number and Purchase Price as of _____________, 202_, based on the Preferred Stock as constituted at such date. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Preferred

Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events.

From and after the occurrence of an event described in Section 11(a)(ii) of the Rights Agreement, the Rights

evidenced by this Rights Certificate Beneficially Owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person, (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under

certain circumstances specified in the Rights Agreement, a transferee of a person who, concurrently with or after such transfer, became an Acquiring Person or an Affiliate or Associate of an Acquiring Person shall become null and void and no holder

hereof shall have any right with respect to such Rights from and after the occurrence of such event described in Section 11(a)(ii) of the Rights Agreement.

B-1

This Rights Certificate is subject to all of the terms, provisions and conditions of the

Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights,

obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates. Copies of the Rights Agreement are on file at the principal executive offices of the Company and the office or offices of the

Rights Agent designated for such purpose.

This Rights Certificate, with or without other Rights Certificates, upon surrender at the

office or offices of the Rights Agent designated for such purpose, accompanied by such documentation as the Rights Agent may reasonably request, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing

Rights entitling the holder to purchase a like aggregate number of Preferred Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be

exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised.

Subject to the provisions of the Rights Agreement, the Rights evidenced by this Rights Certificate (i) may be redeemed by the Company

under certain circumstances at its option at a redemption price of $0.001 per Right or (ii) may be exchanged in whole or in part for Preferred Stock or shares of the Company’s Class A Common Stock, par value $0.0001 per share.

No fractional Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are

integral multiples of one one-thousandth of a Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but, in lieu thereof, a cash payment will be made, as provided in

the Rights Agreement.

No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose

the holder of the Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as

such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive

notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been

exercised as provided in the Rights Agreement.

This Rights Certificate shall not be valid or obligatory for any purpose until it shall

have been countersigned by the Rights Agent.

B-2

WITNESS the facsimile signature of the proper officers of the Company and its corporate

seal. Dated as of ________ , ____.

Attest: REPAY HOLDINGS CORPORATION

By:

Name:

Title:

By:

Name:

Title:

Countersigned:

CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Rights Agent

By:

Name:

Title:

B-3

Form of Reverse Side of Rights Certificate

FORM OF ASSIGNMENT

(To be executed by the registered holder if such

holder desires to transfer the Rights Certificate.)

FOR VALUE RECEIVED______________________ hereby sells, assigns and transfers unto __________________________________________________________

(Please print name and address of transferee)

this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint

Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution.

Dated: ___________________

Signature

B-4

CERTIFICATE

The undersigned hereby certifies by checking the appropriate boxes that:

(1) this Rights Certificate [__] is [__] is not being sold, assigned and transferred by or on behalf of a Person who is or was an Acquiring Person or an

Affiliate or Associate of any such Person (as such terms are defined pursuant to the Rights Agreement); and

(2) after due inquiry and to the best

knowledge of the undersigned, it [__] did [__] did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or subsequently became an Acquiring Person or an Affiliate or Associate of any such Person.

Dated: ______________,_____.

Signature

Signature Guaranteed:

B-5

Form of Reverse Side of Rights Certificate - continued

FORM OF ELECTION TO PURCHASE

(To be executed if holder desires to exercise

Rights represented by the Rights Certificate.)

To: REPAY HOLDINGS CORPORATION

The undersigned hereby

irrevocably elects to exercise______________________________ Rights represented by this Rights Certificate to purchase the Preferred Stock issuable upon the exercise of such Rights and requests that certificates for such Preferred Stock be issued in

the name of:

Please insert social security

or other

identifying number

(Please print name and address)

If such number

of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to:

Please insert social security

or other identifying number

(Please print name and address)

Dated: ___________________

Signature

B-6

CERTIFICATE

The undersigned hereby certifies by checking the appropriate boxes that:

(1) this Rights Certificate evidenced by this Rights Certificate [__] are [__] are not being exercised by or on behalf of a Person who is or was an Acquiring

Person or an Affiliate or Associate of any such Person (as such terms are defined pursuant to the Rights Agreement) and are not issued with respect to Notional Common Shares related to a Derivatives Contract described in clause (iv) of the

definition of Beneficial Owner; and

(2) after due inquiry and to the best knowledge of the undersigned, the undersigned [__] did [__] did not acquire the

Rights evidenced by this Rights Certificate from any Person who is, was or subsequently became an Acquiring Person or an Affiliate or Associate of any such Person.

Dated: ______________,_____.

Signature

Signature Guaranteed:

B-7

NOTICE

The signature in the Form of Assignment or Form of Election to Purchase and applicable Certificate, as the case may be, must conform to the

name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.

Signatures must be guaranteed by a participant in a Medallion Signature Guarantee Program at a level acceptable to the Rights Agent.

In the event the certification set forth above is not completed, the Company and the Rights Agent will deem the Beneficial Owner of the Rights

evidenced by this Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored.

B-8

Exhibit C

SUMMARY OF RIGHTS TO PURCHASE

PREFERRED SHARES

Introduction

On April 13, 2026, the Board of Directors (the “Board”) of Repay Holdings Corporation, a Delaware corporation (the

“Company”), declared a dividend of one preferred share purchase right (a “Right”) for each outstanding share of Class A common stock, par value $0.0001 per share (the “Common Stock”). The

dividend is payable on April 24, 2026 to the stockholders of record on that date.

For those interested in the specific terms of the

Stockholder Rights Agreement as made between our Company and Continental Stock Transfer & Trust Company, as the Rights Agent, on April 13, 2026 (as may be amended from time to time, the “Rights Agreement”), we

provide the following summary description. Please note, however, that this description is only a summary, and is not complete, and should be read together with the entire Rights Agreement, which has been filed with the Securities and Exchange

Commission as an exhibit to a Current Report on Form 8-K filed on April 14, 2026 and a Registration Statement on Form 8-A filed on April 14, 2026. A copy of

the agreement is available free of charge from our Company.

In general terms, the Rights Agreement imposes significant dilution upon any

person or group (other than the Company, certain related persons and other exceptions as set forth in the Rights Agreement) that is or becomes the beneficial owner of 12.5% (the “Triggering Percentage”) or more of the

Company’s outstanding Common Stock without the prior approval of the Board. A person or group that becomes the beneficial owner of the Triggering Percentage or more is called an “Acquiring Person.” Any Rights held by an

Acquiring Person will be null and void and may not be exercised. Stockholders that beneficially own the Triggering Percentage or more of the Company’s outstanding Common Stock on the date the plan was adopted, will not be considered Acquiring

Persons; provided, however, that such stockholder will be an Acquiring Person if such stockholder increases its ownership percentage from its lowest ownership percentage (provided such ownership percentage is still above the Triggering Percentage)

after the time of the public announcement of the Rights Agreement by one or more shares, subject to certain exceptions. The term “beneficial ownership” is defined in the Rights Agreement and includes, among other things, certain

securities that may be exercised or converted into shares of Common Stock and certain derivative arrangements.

The Rights Agreement

should not interfere with any merger or other business combination approved by our Board, and the Rights Agreement also has an exception for qualifying offers as described below.

The Rights. Our Board authorized the issuance of a Right with respect to each outstanding share of Common Stock as of April 24,

2026. The Rights will initially trade with, and will be inseparable from, the Common Stock. The Rights are evidenced by certificates that represent shares of Common Stock or by Common Stock represented in the book entry account system. New Rights

will accompany any new shares of Common Stock we issue after April 24, 2026 until the Distribution Date described below.

Purchase Price. Each Right will allow its holder to purchase from our Company one

one-thousandth of a share of Series A Junior Participating Preferred Stock (the “Preferred Stock”) for $17.00, subject to certain adjustments (as adjusted from time to time, the

“Purchase Price”), once the Rights become exercisable. This portion of a Preferred Stock will give the stockholder approximately the same dividend, voting, and liquidation rights as would one share of Common Stock. Prior to

exercise, the Right does not give its holder any dividend, voting, or liquidation rights.

C-1

Exercisability. The Rights will not be exercisable until ten (10) days after the

public announcement that a person or group has become an “Acquiring Person.”

Certain synthetic interests in securities

created by derivative positions – whether or not such interests are considered to be ownership of the underlying Common Stock or are reportable for purposes of Regulation 13D of the Securities Exchange Act – are treated as beneficial

ownership of the number of shares of the Company’s Common Stock equivalent to the economic exposure created by the derivative position, to the extent actual shares of the Company’s Common Stock are directly or indirectly held by

counterparties to the derivatives contracts. Swaps dealers unassociated with any control intent or intent to evade the purposes of the rights plan are excepted from such imputed beneficial ownership.

We refer to the date when the Rights become exercisable as the “Distribution Date.” Until that date, the Common Stock certificates

(or, in the case of uncertificated shares, by notations in the book-entry account system) will also evidence the Rights, and any transfer of shares of Common Stock will constitute a transfer of Rights. After that date, the Rights will separate from

the Common Stock and be evidenced by book-entry credits or by Rights certificates that we will mail to all eligible holders of Common Stock. Any Rights held by an Acquiring Person are null and void and may not be exercised.

Qualifying Offer Exemption. The rights plan also includes a “Qualifying Offer” provision. If the Company receives a

Qualifying Offer (as described below), and the Board has not redeemed the Rights, exempted the Qualifying Offer from the Rights Agreement, or called for a special meeting of stockholders to vote on exempting the Qualifying Offer, then holders of

record of at least twenty percent (20%) of the shares of Common Stock (excluding shares beneficially owned by the offeror) may request a special meeting of stockholders to vote on a resolution (a “qualifying offer resolution”) to exempt

the Qualifying Offer from the terms of the Rights Agreement. The notice must be given within ninety (90) to one hundred twenty (120) business days following the commencement of the Qualifying Offer. The Board must call and hold such a

special meeting by the ninetieth (90th) business day following receipt of the stockholder notice (the “outside meeting date”).

If, prior to holding a vote on the qualifying offer resolution, the Company enters into a definitive agreement for the acquisition, merger,

business combination, reorganization, recapitalization, consolidation or similar transaction involving the Company or the acquisition of more than fifty percent (50%) of the Company’s consolidated total assets or earning power, then the Board

may delay the outside meeting date so stockholders may vote on whether to exempt the Qualifying Offer at the same time they vote on such definitive agreement.

If the Board does not hold the special meeting by the outside meeting date, the Qualifying Offer will become exempt from the Rights Agreement

ten (10) business days after the outside meeting date.

For the purposes of the Rights Agreement, a “Qualifying

Offer” is an offer determined by a majority of the independent members of the Board to have the following characteristics, which are generally intended to preclude offers that are coercive, abusive or highly contingent:

•

is a fully financed, all cash tender offer, or an exchange offer for shares of the offeror’s Common Stock,

or some combination of cash and stock, for any and all of the outstanding shares of Common Stock of the Company;

C-2

•

is an offer whose per share offer price represents a reasonable premium over the highest reported per share

market price of the Common Stock of Company in the prior two years;

•

is an offer that a nationally recognized investment banking firm rendering an opinion to the Board does not deem

to be either inadequate or unfair with respect to the consideration being offered;

•

is an offer that is not subject to any financing, funding or similar conditions and is subject only to customary,

non-financing conditions, on behalf of the offeror;

•

is an offer that the offeror has irrevocably committed in writing to keep open for at least ninety

(90) days, or longer if a special meeting is duly requested by stockholders in accordance with the Rights Agreement;

•

is an offer that is conditioned on a minimum of at least two-thirds of

the outstanding shares of Common Stock of the Company not held by the offeror being tendered and not withdrawn as of the offer’s expiration date;

•

is an offer where the offeror has irrevocably committed in writing that no amendments will be made to the offer

to reduce the consideration or change the terms in a way that would adversely affect a tendering stockholder; and

•

is an offer that is otherwise in the best interests of the Company and its stockholders.

Additional requirements apply to offers that are not comprised solely of cash consideration. The Board reserves the right to reject any

Qualifying Offer or any other tender or exchange offer or acquisition proposal or take any other action with respect to any Qualifying Offer or other acquisition proposal that the Board believes is necessary or appropriate in the exercise of its

fiduciary duties.

Consequences of a Person or Group Becoming an Acquiring Person.

•

Flip In. If a person or group becomes an Acquiring Person, all holders of Rights except the Acquiring

Person may, for $17.00, purchase shares of our Common Stock with a market value of $34.00, based on the market price of the Common Stock prior to such acquisition.

•

Flip Over. If our Company is later acquired in a merger or similar transaction after the Distribution

Date, all holders of Rights except the Acquiring Person may, for $17.00, purchase shares of the acquiring corporation with a market value of $34.00 based on the market price of the acquiring corporation’s common stock, prior to such merger.

•

Notional Shares. Shares held by Affiliates, Associates or, in certain cases, any transferee of an

Acquiring Person, and Notional Shares held by counterparties to a Derivatives Contract with an Acquiring Person, will be deemed to be beneficially owned by the Acquiring Person.

Preferred Stock Provisions.

Each one one-thousandth of a share of Preferred Stock, if issued:

•

will not be redeemable.

C-3

•

will entitle holders to quarterly dividend payments of $1.00 per share, or an economically equivalent amount to

the dividend paid on one share of Common Stock, whichever is greater.

•

will entitle holders upon liquidation either to receive $1.00 per

one-thousandth of a share of Preferred Stock, or an economically equivalent amount to the payment made on one share of Common Stock, whichever is greater.

•

will have the same voting power as one share of Common Stock.

•

if shares of our Common Stock are exchanged via merger, consolidation, or a similar transaction, will entitle

holders to a per share payment equal to the payment made on one share of Common Stock.

The value of one

one-thousandth interest in a share of Preferred Stock should approximate the value of one share of Common Stock.

Expiration. The Rights will expire on April 13, 2027, or such earlier date as provided in the Rights Agreement.

Redemption. Our Board may redeem the Rights for $0.001 per Right at any time before the Distribution Date. If our Board redeems any

Rights, it must redeem all of the Rights. Once the Rights are redeemed, the only right of the holders of Rights will be to receive the redemption price of $0.001 per Right. The redemption price will be adjusted if we have a stock split or stock

dividends of our Common Stock.

Exchange. After a person or group becomes an Acquiring Person, but before any person (subject to

certain exceptions as described in the Rights Agreement) owns more than 50% of our outstanding Common Stock, our Board may extinguish the Rights by exchanging one share of Common Stock or an equivalent security for each Right, other than Rights held

by the Acquiring Person.

Anti-Dilution Provisions. Our Board may adjust the Purchase Price payable, the number of Preferred Stock

issuable and the number of outstanding Rights to prevent dilution that may occur from a stock dividend, a stock split, a reclassification of the Preferred Stock or Common Stock. No adjustments to the Purchase Price of less than 1% will be made.

Amendments. For so long as the Rights are redeemable, the Company may, from time to time, supplement or amend the Rights Agreement

without the approval of any holders of Rights. At any time when the Rights are not redeemable, the Company may amend or supplement the Rights Agreement without the approval of any holders of Rights in order to (i) cure any ambiguity,

(ii) correct or supplement any provision of the Rights Agreement that may be defective or inconsistent with any other provision of the Rights Agreement, (iii) shorten or lengthen any time period in the Rights Agreement or

(iv) otherwise change, amend or supplement any provision that the Company may deem necessary or desirable. However, from and after the time when the Rights are no longer redeemable, the Rights Agreement may not be amended or supplemented in any

manner that would adversely affect the interests of the holders of Rights (other than holders of Rights that have become null and void).

C-4

EX-99.1

Filename: d893808dex991.htm · Sequence: 4

EX-99.1

Exhibit 99.1

REPAY Adopts Limited Duration Stockholder Rights Plan

Board Takes Action to Protect the Best Interests of All Stockholders

in Response to Rapid Stock Accumulation

ATLANTA—(BUSINESS WIRE)— April 14, 2026— Repay Holdings Corporation (NASDAQ: RPAY) (“REPAY” or the “Company”),

a leading provider of integrated payment processing solutions, today announced that its Board of Directors (the “Board”) has approved the adoption of a limited-duration stockholder rights plan (the “Rights Plan”) to protect

the interests of all stockholders.

The Rights Plan is effective immediately and will expire on April 13, 2027, unless the Rights are earlier

redeemed or exchanged. The Board intends to seek stockholder approval for any extension of the Rights Plan beyond its term.

The Board adopted the Rights

Plan in response to the significant accumulation of the Company’s common stock. The Rights Plan is designed to allow all stockholders the opportunity to realize the long-term value of their investment by protecting against the accumulation of

negative or actual control through open market purchases or other coercive tactics without appropriately compensating the Company’s stockholders or allowing the Board sufficient time to make informed judgments.

About the Rights Plan

The Rights Plan is similar to

plans adopted by other publicly traded companies and is not intended to deter offers or preclude the Board from considering offers that are fair and otherwise in the best interests of the Company and its stockholders.

Pursuant to the Rights Plan, REPAY will issue, by means of a dividend, one preferred share purchase right for each outstanding share of Class A common

stock to stockholders of record as of the close of business on April 24, 2026. Under the Rights Plan, the rights generally become exercisable if a person or group acquires beneficial ownership of 12.5% or more of the outstanding Class A

common stock or if any existing stockholder that already beneficially owns 12.5% or more of the outstanding Class A common stock subsequently increases its ownership by one or more shares. In the event the rights become exercisable, each holder

of a right (other than the person or group triggering the Rights Plan, whose rights will become void and will not be exercisable) will be entitled to purchase, at the purchase price, additional shares of Class A common stock at a significant

discount to the then-current market price.

The Rights Plan includes a qualifying offer provision. If the Company receives a qualifying offer (as defined

in the Rights Plan) that the Board has not exempted from the Rights Plan (or otherwise redeemed the rights) within 90 business days, stockholders holding at least 20% of the outstanding shares of Class A common stock may submit to the Board a

demand directing the Board to submit the offer to a stockholder vote at a special meeting. This feature provides stockholders with a clear path to have a qualifying all-cash, fully financed offer considered

and voted on, even if the Board has not redeemed the rights.

The Rights Plan does not contain any dead-hand, slow-hand,

no-hand or similar feature. Further details about the Rights Plan will be contained in a Form 8-K filed by the Company with the U.S. Securities and Exchange Commission

(the “SEC”).

About REPAY

REPAY provides

integrated payment processing solutions to verticals that have specific transaction processing needs. REPAY’s proprietary, integrated payment technology platform reduces the complexity of electronic payments for clients, while enhancing the

overall experience for consumers and businesses.

Forward Looking Statements

This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such

statements include, but are not limited to, statements about the impacts of the Rights Plan, future stockholder engagement and other statements identified by words such as “can,” “may,” “will,”

“expect,” “anticipate,” “estimate,” “believe,” “projection” or words of similar meaning. Such forward-looking statements are based upon the current beliefs and expectations of REPAY’s

management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond the Company’s control.

The factors disclosed in REPAY’s reports filed with the SEC, including its Annual Report on Form 10-K for the

year ended December 31, 2025 and those identified elsewhere in this communication could cause actual results and the timing of events to differ materially from the anticipated results or other expectations expressed in the forward-looking

statements. Actual results, performance or achievements may differ materially, and potentially adversely, from any projections and forward-looking statements and the assumptions on which those forward-looking statements are based. You are cautioned

not to place undue reliance on forward-looking statements as a predictor of future performance. All information set forth herein speaks only as of the date hereof in the case of information about REPAY or the date of such information in the case of

information from persons other than REPAY, and REPAY disclaims any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this communication.

Investor Relations

ir@repay.com

Media Contact: Phil Denning and Devin Broda, ICR

Phil.Denning@icrinc.com / Devin.Broda@icrinc.com

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