REDACTED] indicates that certain information in this Exhibit has been excluded because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. AMENDED AND RESTATED CREDIT AGREEMENT Dated as of June 18, 2021, among...Credit Agreement • January 24th, 2023 • Nuvei Corp • Services-business services, nec • New York
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 18, 2021 (this “Agreement”), by and among Nuvei Technologies Corp. (f/k/a Pivotal Payments Direct Corp.), a corporation constituted in accordance with the laws of Canada (the “Canadian Borrower”), Pivotal Refi LP, a Delaware limited partnership (“Refi LP”), as a U.S. Borrower, Nuvei Technologies Inc. (f/k/a Pivotal Payments Inc.), a Delaware corporation (“NTI”) as a U.S. Borrower (the Canadian Borrower and the U.S. Borrowers are sometimes referred to herein collectively as the “Borrowers” and individually as a “Borrower”), Canadian Borrower, as the Borrower Representative, Nuvei Corporation (as successor by amalgamation of Pivotal Holdings Corporation), a corporation constituted in accordance with the laws of Canada (“Holdings”), as Holdings, the Lenders from time to time party hereto, and Bank of Montreal (“BMO”) in its capacities as administrative agent and collateral agent for the Secured Parties (in such capacities and togethe
SUPPORT AND VOTING AGREEMENTSupport and Voting Agreement • April 2nd, 2024 • Nuvei Corp • Services-business services, nec
The undersigned understands that Neon Maple Purchaser Inc. (the "Purchaser") and Nuvei Corporation (the "Company") wish to enter into an arrangement agreement dated as of the date hereof (the "Arrangement Agreement") contemplating an arrangement (the "Arrangement") of the Company under Section 192 of the Canada Business Corporations Act, the result of which, together with the transactions contemplated under the Rollover Agreement, shall be the acquisition by the Purchaser of all the outstanding Multiple Voting Shares and the Subordinate Voting Shares of the Company not held by the Rollover Shareholders (the "Shares").
Nuvei enters into agreement to be taken private by Advent International, alongside existing Canadian shareholders Philip Fayer, Novacap and CDPQ at a price of US$34.00 per shareAcquisition Agreement • April 1st, 2024 • Nuvei Corp • Services-business services, nec
· Nuvei, a global leader in payments, and Advent, a significant player in fintech private equity investing, join forces via all-cash transaction
UNDERWRITING AGREEMENTUnderwriting Agreement • October 5th, 2021 • Nuvei Corp • Services-business services, nec • New York
The undersigned, Goldman Sachs & Co. LLC, Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, BMO Nesbitt Burns Inc. and RBC Dominion Securities Inc. (collectively, the “Joint Active Bookrunners”), together with •, •, • and • (collectively with the Joint Active Bookrunners, the “Underwriters”, and each individually, an “Underwriter”), understand that Nuvei Corporation (the “Company”) proposes to issue and sell to the Underwriters • subordinate voting shares of the Company (the “Firm Shares”), which Firm Shares and any Optional Shares (as defined below) shall have the material attributes described in and contemplated by the Prospectus (as defined below).
SUPPORT AND VOTING AGREEMENT THIS AGREEMENT is made as of April 1, 2024. AMONG: Novacap TMT IV, L.P., a limited partnership created under the laws of the Province of Québec ("Novacap IV") - and – Novacap International TMT IV, L.P., a limited...Support and Voting Agreement • April 2nd, 2024 • Nuvei Corp • Services-business services, nec
WHEREAS each Shareholder is the registered and/or beneficial owner of the Multiple Voting Shares and the Subordinate Voting Shares in the share capital of Nuvei Corporation (such Shareholder’s “Subject Securities”) , a corporation existing under the Canada Business Corporations Act (the "Company"), set forth in Schedule A hereto;
Unofficial translation from the French.] NUVEI CORPORATION - and - WHISKEY PAPA FOX INC. - and - CERTAIN FUNDS MANAGED BY NOVACAP MANAGEMENT INC. - and - CDP INVESTISSEMENTS INC. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT October 4, 2021Investor Rights Agreement • November 1st, 2021 • Nuvei Corp • Services-business services, nec
BETWEEN: NUVEI CORPORATION, a corporation governed by the Canada Business Corporations Act, whose registered office is 900-1100 René-Lévesque Boulevard West, Montréal, Québec, H3B 4N4; (the “Corporation”);
NEON MAPLE PURCHASER INC. andArrangement Agreement • April 2nd, 2024 • Nuvei Corp • Services-business services, nec
SUPPORT AND VOTING AGREEMENTSupport and Voting Agreement • April 2nd, 2024 • Nuvei Corp • Services-business services, nec
WHEREAS the Purchaser and the Company wish to enter into an arrangement agreement dated as of the date hereof (the “Arrangement Agreement”);
LIMITED GUARANTEELimited Guarantee • May 14th, 2024 • Nuvei Corp • Services-business services, nec • Delaware
This LIMITED GUARANTEE, dated as of April 1, 2024 (this “Limited Guarantee”), is made on a several basis by the funds listed on Schedule A attached hereto (each, a “Guarantor” and collectively, the “Guarantors”), in favor of Nuvei Corporation, a corporation existing under the federal laws of Canada (the “Guaranteed Party”).
SUPPORT AND VOTING AGREEMENTSupport and Voting Agreement • April 2nd, 2024 • Nuvei Corp • Services-business services, nec
WHEREAS PF Holdco is the registered and/or beneficial owner of 27,857,328 Multiple Voting Shares and PF is the registered and/or beneficial owner of 124,986 Subordinate Voting Shares in the share capital of Nuvei Corporation (the “Subject Securities”), a corporation existing under the Canada Business Corporations Act (the “Company”);
Letter AgreementConfidentiality Agreement • January 24th, 2023 • Nuvei Corp • Services-business services, nec
This LETTER AGREEMENT (this “Agreement”), dated as of December 17, 2022, is made by and among Paya Holdings Inc., a Delaware corporation (“Paya”), and Nuvei Corporation, a corporation incorporated pursuant to the laws of Canada (“Nuvei” and with Paya, the “Parties”).
Neon Maple Purchaser Inc. c/o Advent International, L.P. Boston, MA 02199 Attention: Amanda McGrady Morrison E-mail: amorrison@adventinternational.com Ladies and Gentlemen:Investment Agreement • May 14th, 2024 • Nuvei Corp • Services-business services, nec • Delaware
This letter agreement (this “Agreement”) sets forth the several commitments (in the aggregate, the “Commitment”) of each of the funds listed on Schedule A attached hereto (each a “Fund” and collectively, the “Funds”) to purchase, directly or indirectly and through one or more intermediate vehicles or Persons, on the terms and subject to the conditions contained herein, equity interests of Neon Maple Purchaser Inc., a newly formed corporation existing under the federal laws of Canada (“Purchaser”). It is contemplated that pursuant to that certain Arrangement Agreement (as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Arrangement Agreement”), dated as of the date hereof, between Purchaser and Nuvei Corporation, a corporation existing under the federal laws of Canada (the “Company”), Purchaser will, subject to the terms and conditions thereof, consummate the Arrangement. Capitalized terms used and not otherwise defined herein sh
