Repay SPAC
Share Count
Shares ¹
Shares held by Public
Founder Shares - Tranche 1
Founder Shares - Tranche 2
Shares Underlying the Post-Merger Repay Units
PIPE Shares
Sub-Total (as-converted basis)
Management
Restricted Shares
Founder Shares - Tranche 3
Total Current Shares Outstanding
(as-converted basis)
Shares Underlying
Private Warrants
Shares Underlying
Public Warrants
Shares Underlying Earn-Out Units - Tranche 1
Shares Underlying Earn-Out Units- Tranche 2
Total Fully Diluted Shares (as-converted basis)
1)
REPAY 2)
Realtime Electronic Payments
Number
18,780,259
1,150,000
1,482,500
22,045,297
13,500,000
56,958,056
2,913,114
1,482,500
61,353,670
722,222
2,329,167
3,750,000
3,750,000
71,905,059
■
I
I
I
I
I
■ Issued to PIPE investors in connection with the Business Combination
I
■
■
I
I
I 50% time-based
50% performance-based, with 25% vesting based on an average share price of $12.50 and 25% vesting based on an average share price of
$14.00 over a specified period
■
Shares previously held by SPAC public shareholders
·
Not subject to forfeiture; not in escrow
■
Notes ²
Held by pre-Business Combination Repay equityholders
As of the date hereof, escrow release criteria achieved (closing price of Repay shares being greater than or equal to $11.50 for any 20
trading days during any 30 trading day period prior to July 11, 2026)
NA
Excludes (i) shares held in escrow subject to forfeiture and (ii) restricted stock subject to vesting
7,326,728 shares are reserved under the management incentive plan, of which (i) 2,198,025 shares were granted to executive officers at
closing (ii) an additional 458,653 shares were subsequently granted to certain employees and (iii) an additional 256,436 shares were
subsequently granted to our newly hired General Counsel
Subject to forfeiture; released from escrow upon closing price of Repay shares being greater than or equal to $12.50 for any 20 trading
days during any 30 trading day period prior to July 11, 2026
Callable for $0.01 per Warrant if closing price of Repay shares is greater than or equal to $18.00 for any 20 trading days during any 30
trading day period
Number of underlying shares calculated based on treasury stock method, based on price of $18.00
Each Warrant is exercisable for one-quarter of one share at an exercise price of $2.875 per one-quarter share ($11.50 per whole share)
Callable for $0.01 per Warrant if closing price of Repay shares is greater than or equal to $18.00 for any 20 trading days during any 30
trading day period
Number of underlying shares calculated based on treasury stock method, based on price of $18.00
Each Warrant is exercisable for one-quarter of one share at an exercise price of $2.875 per one-quarter share ($11.50 per whole share)
Issuable to pre-Business Combination Repay equityholders
Post-Merger Repay Units issuable upon VWAP of Repay shares being greater than or equal to $12.50 for any 20 trading days during any 30
trading day period prior to July 11, 2020
Issuable to pre-Business Combination Repay equityholders
Post-Merger Repay Units issuable upon VWAP of Repay shares being greater than or equal to $14.00 for any 20 trading days during any 30
trading day period prior to July 11, 2021
Shares refer to Class A common stock on an as-converted basis.
This presentation is not a complete summary of all relevant terms and conditions related to the shares or the warrants, including with respect to the issuance of earn-outs, vesting, release from escrow
or other key terms. For more information, see the final prospectus and definitive proxy statement, filed with the SEC on June 24, 2019 by Thunder Bridge, and the Current Report on Form 8-K, filed with 32
the SEC on July 17, 2019 by the Company.View entire presentation