Exhibit 107
CALCULATION OF FILING FEE TABLES
FORM S-3ASR
(Form Type)
REPAY HOLDINGS CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
| Security Type | Security Class Title | Fee Calculation Rule | Amount Registered | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | Carry Forward Form Type | Carry Forward File Number | Carry Forward Initial Effective Date | Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward | |||||||||||||
| Newly Registered Securities | ||||||||||||||||||||||||
| Fees to Be Paid | Debt Convertible into Equity | 0.00% Convertible Senior Notes due 2026 (Secondary Offering) | Rule 457(o) | — | — | $362,120,000 | $92.70 per million dollars | $33,568.53 | ||||||||||||||||
| Equity | Class A common stock, par value $0.0001 per share (Primary Offering) | Rule 457(i) | 18,333,304 (1) | (2) | (2) | (2) | (2) | |||||||||||||||||
| Fees Previously Paid | — | — | — | — | — | — | — | — | ||||||||||||||||
| Carry Forward Securities | ||||||||||||||||||||||||
| Carry Forward Securities | Debt Convertible into Equity | 0.00% Convertible Senior Notes due 2026 (Secondary Offering) | Rule 415(a)(6) and Rule 457(o) | — | — | $77,880,000 | — | — | S-3 | 333-261486 | December 3, 2021 | $7,219.48 | ||||||||||||
| Total Offering Amounts | $33,568.53 | |||||||||||||||||||||||
| Total Fees Previously Paid | — | |||||||||||||||||||||||
| Total Fee Offsets | $22,476.89 | |||||||||||||||||||||||
| Net Fee Due | $11,091.64 | |||||||||||||||||||||||
| (1) | Includes the maximum amount of shares of Class A common stock issuable upon conversion of $440 million aggregate amount of the Company’s 0.00% Convertible Senior Notes due 2026 (the “Notes”). In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the shares being registered hereunder include such indeterminate number of shares of Class A common stock as may be issuable with respect to the securities being registered hereunder as a result of stock splits, stock dividends or similar transactions. |
| (2) | Pursuant to Rule 457(i) under the Securities Act, there is no additional filing fee with respect to the 18,333,304 shares of Class A common stock issuable upon conversion of the $440,000,000 aggregate principal amount of Notes registered hereby because no additional consideration will be received in connection with the exercise of the conversion privilege. |
Table 2: Fee Offset Claims and Sources
| Rule 457(p) | ||||||||||||||||||||||
| Registrant or Filer Name | Form or Filing Type | File Number | Initial Filing | Filing Date | Fee Offset Claimed | Security Type Associated with Fee Offset Claimed | Security Title Associated with Fee Offset Claimed | Unsold Securities Associated with Fee Offset Claimed | Unsold Aggregate Offering Amount Associated with Fee Offset Claimed | Fee Paid with Fee Offset Source | ||||||||||||
| Fee Offset Claims(3) | Repay Holdings Corporation | S-3 | 333-261486 | December 3, 2021 | $22,476.89 | Equity | Common stock, par value $0.0001 per share | 15,088,310 | $22,476.89 | |||||||||||||
| Fee Offset Sources | Repay Holdings Corporation | S-3 | 333-261486 | December 3, 2021 | $22,476.89 | |||||||||||||||||
| (3) | The Registrant has terminated the offering of all securities under the Form S-3 filed on December 3, 2021 (333-261486). |
