Washington, D.C. 20549


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*

(Last) (First) (Middle)
SUITE 3610


(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
3. Issuer Name and Ticker or Trading Symbol
Repay Holdings Corp [ RPAY ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock, par value $0.0001 per share 8,907,540 D(1)(2)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. The reported shares are owned of record by Beckham Aggregator, L.P. ("Beckham Aggregator"). BT Parent GP, LLC ("BT Parent GP") is the general partner of Beckham Aggregator and as such may be deemed the beneficial owner of the shares reported herein. BT Parent GP has delegated investment decisions, including voting and dispositive power, with respect to shares reported herein to Beckham Aggregator's board of managers. The members of the board of managers, who act by majority vote, are Brian Golson, Zachary Sadek and Tom Hough.
2. Each of Beckham Aggregator, BT Parent GP and the members of the board of managers disclaims beneficial ownership of the shares reported herein, and this report shall not be deemed an admission that such persons are the beneficial owners of such shares for the purpose of Section 16 or for any other purpose, except, in each case, to the extent of each such person's pecuniary interest therein.
BT Parent GP and Beckham Parent, L.P. (an affiliate of the reporting person) have filed separate Form 4's relating to the shares reported herein. Exhibit 24: Power of Attorney.
Beckham Aggregator, L.P., by BT Parent GP, LLC, by /s/ Paul Marnoto, as Attorney-in-Fact 12/13/2021
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
                               POWER OF ATTORNEY

          KNOW ALL BY THESE PRESENTS, that the undersigned hereby makes,
constitutes and appoints Paul Marnoto and Joseph C. Taveira, signing singly, the
undersigned's true and lawful attorneys-in-fact, with full power and authority
as hereinafter described on behalf of and in the name, place and stead of the
undersigned to:

   (i)    execute for and on behalf of the undersigned, in the undersigned's
capacity as beneficial owner of shares of common stock (the "Shares") of Repay
Holdings Corporation, a Delaware corporation (the "Company"), any Schedule 13D
or Schedule 13G, and any amendments, supplements or exhibits thereto (including
any joint filing agreements) required to be filed by the undersigned under
Section 13 of the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder (the "Exchange Act"), and any Forms 3, 4, and
5 and any amendments, supplements or exhibits thereto required to be filed by
the undersigned under Section 16(a) of the Exchange Act;

   (ii)   do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such Schedule
13D, Schedule 13G, Form 3, 4, or 5 and timely file such forms with the United
States Securities and Exchange Commission and any stock exchange on which the
Shares are then listed; and

   (iii)  take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorneys-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorneys-in-fact on behalf of
the undersigned pursuant to this Power of Attorney shall be in such form and
shall contain such terms and conditions as such attorneys-in-fact may approve in
such attorneys-in-fact's discretion.

          The undersigned hereby grants to such attorneys-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorneys-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of this Power of
Attorney and the rights and powers herein granted. The undersigned acknowledges
that the foregoing attorneys-in-fact, in serving in such capacity at the request
of the undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 13 and Section 16 of the
Exchange Act.

          This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file reports or schedules under Section 13
or Section 16 of the Exchange Act with respect to the undersigned's holdings of
and transactions in securities issued by the Company, unless earlier revoked by
the undersigned in a signed writing delivered to the foregoing attorneys-in-

                                   * * * * *

          IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 13th day of December, 2021.

Beckham Aggregator, L.P.

By: BT Parent GP, LLC
Its: General Partner

By: /s/ Zachary F. Sadek
Name: Zachary F. Sadek
Title: Vice President, Secretary and Treasurer