AGREEMENT AND PLAN OF MERGER by and among NUVEI CORPORATION, Pinnacle Merger Sub, Inc. and Paya Holdings Inc. Dated as of January 8, 2023Agreement and Plan of Merger • January 9th, 2023 • Paya Holdings Inc. • Services-business services, nec • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of January 8, 2023, by and among Nuvei Corporation, a corporation incorporated pursuant to the laws of Canada (“Parent”), Pinnacle Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and Paya Holdings Inc., a Delaware corporation (the “Company”). Each of Parent, Merger Sub and the Company are sometimes referred to herein as a “Party.” All capitalized terms that are used in this Agreement have the respective meanings given to them in this Agreement.
Paya Holdings Inc. Dealer Manager and Solicitation Agent AgreementPaya Holdings Inc. • August 13th, 2021 • Services-business services, nec • New York
Paya Holdings Inc, a company incorporated under the laws of Delaware (the “Company” or “we”), plans to make an offer (such offer as described in the Prospectus (as defined below), together with the related Consent Solicitation (as defined below), the “Exchange Offer”), for any and all of its outstanding warrants (as set forth in the Prospectus) (the “Warrants”) in exchange for consideration consisting of 0.260 shares of Common Stock (the “Shares”) for each Warrant tendered, on the terms and subject to the conditions set forth in the Offering Documents (as defined below). Certain terms used herein are defined in Section 21 hereof.
EMPLOYMENT AGREEMENTEmployment Agreement • January 24th, 2023 • Paya Holdings Inc. • Services-business services, nec • Delaware
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of August 31, 2021 (the “Effective Date”), by and between Paya Holdings Inc., a Delaware corporation (“Parent”), Paya, Inc., a Delaware corporation (“Employer”) and Balaji Devarasetty (“Executive”). Capitalized terms used but not otherwise defined herein shall have meanings set forth in Section 4 of this Agreement.
20 MILLION SHARES PAYA HOLDINGS INC. COMMON STOCK (PAR VALUE $0.0001) UNDERWRITING AGREEMENT March 17, 2021Underwriting Agreement • March 23rd, 2021 • Paya Holdings Inc. • Services-business services, nec • New York
CREDIT AGREEMENT Dated as of June 25, 2021 among Paya Holdings III, LLC, as Parent Borrower Paya, Inc. as a Borrower, Paya Holdings II, LLC, as holdings, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent, Collateral Agent and an L/C...Credit Agreement • June 28th, 2021 • Paya Holdings Inc. • Services-business services, nec • New York
This CREDIT AGREEMENT is entered into as of June 25, 2021, among Paya Holdings III, LLC, a Delaware limited liability company (the “Parent Borrower”), Paya, Inc., a Delaware corporation (“Paya” and, together with Parent Borrower, the “Borrowers”), Paya Holdings II, LLC (“Holdings”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), each L/C Issuer party hereto and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (“Credit Suisse”), as Administrative Agent and Collateral Agent.
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 22nd, 2020 • Paya Holdings Inc. • Services-business services, nec • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of [●], 2020, between Paya Holdings Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
TAX RECEIVABLE AGREEMENT by and among FINTECH ACQUISITION CORP. Ill PARENT CORP., GTCR-ULTRA HOLDINGS, LLC and CERTAIN OTHER PERSONS NAMED HEREIN, DATED AS OF OCTOBER 16, 2020 TAX RECEIVABLE AGREEMENTTax Receivable Agreement • October 22nd, 2020 • Paya Holdings Inc. • Services-business services, nec • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of October 16, 2020, is hereby entered into by and among FinTech Acquisition Corp. Ill Parent Corp., a Delaware corporation (the “Parent Corporation”), GTCR-Ultra Holdings, LLC, a Delaware limited liability company (“Seller”), GTCR Ultra-Holdings II, LLC, a Delaware limited liability company (the “Company”), GTCR/Ultra Blocker, Inc., a Delaware corporation (“Blocker”) and GTCR Fund XI/C LP, a Delaware limited partnership (“Blocker Seller”).
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • January 9th, 2023 • Paya Holdings Inc. • Services-business services, nec • Delaware
THIS TENDER AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of January 8, 2023, by and among Paya Holdings Inc., a Delaware corporation (the “Company”), Nuvei Corporation, a corporation incorporated pursuant to the laws of Canada (“Parent”), and GTCR-Ultra Holdings, LLC (the “Stockholder”), a stockholder of the Company. Each of the Company, Parent and the Stockholder are sometimes referred to herein as a “Party.”
Director NOMINATION AgreementDirector Nomination Agreement • October 22nd, 2020 • Paya Holdings Inc. • Services-business services, nec • Delaware
THIS Director NOMINATION Agreement (this “Agreement”) is made and entered into as of October 16, 2020, by and among Paya Holdings Inc., a Delaware corporation (the “Company”), GTCR-Ultra Holdings, LLC, a Delaware limited liability company (“Paya Holdings”) and GTCR Fund XI/B LP, a Delaware limited partnership and GTCR Fund XI/C LP, a Delaware limited partnership (collectively, “GTCR”). This Agreement shall become effective (the “Effective Date”) upon the consummation of the transactions (the “Closing”) contemplated by that certain agreement and plan of merger agreement (the “Merger Agreement”), dated as of August 3, 2020, by and among the Company, GTCR Fund XI/C LP, Paya Holdings, GTCR-Ultra Holdings II, LLC, FinTech Acquisition Corp. III, FinTech III Merger Sub Corp. and GTCR/Ultra Blocker, Inc.
AMENDMENT NO. 5 TO CREDIT AGREEMENTCredit Agreement • May 7th, 2021 • Paya Holdings Inc. • Services-business services, nec • New York
This Amendment No. 5 to Credit Agreement, dated as of October 7, 2020 (this “Amendment”), to that certain Credit Agreement, dated as of August 1, 2017 (as amended or supplemented, as applicable, by each of that certain Waiver to Credit Agreement, dated as of October 6, 2017, that certain Credit Agreement Supplement, dated as of September 11, 2017, that certain Waiver to Credit Agreement, dated as of December 1, 2017, that certain Waiver to Credit Agreement, dated as of May 30, 2018, that certain Amendment No. 1 to Credit Agreement, dated as of July 13, 2018, that certain Amendment No. 2 to Credit Agreement, dated as of November 1, 2018, that certain Amendment No. 3 to Credit Agreement, dated as of December 20, 2019 and that certain Amendment No. 4 to Credit Agreement, dated as of July 24, 2020, the “Credit Agreement”, capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement), among GTCR-Ultra Holdings II, LLC,
ContractRestricted Stock Unit Agreement • February 21st, 2023 • Paya Holdings Inc. • Services-business services, nec
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • May 7th, 2021 • Paya Holdings Inc. • Services-business services, nec • New York
This Amendment No. 2 to Credit Agreement, dated as of November 1, 2018 (this “Amendment”), to that certain Credit Agreement, dated as of August 1, 2017 (as supplemented by that certain Waiver to Credit Agreement, dated as of October 6, 2017, that certain Credit Agreement Supplement, dated as of September 11, 2017, that certain Waiver to Credit Agreement, dated as of December 1, 2017, that certain Waiver to Credit Agreement, dated as of May 30, 2018, and Amendment No. 1 to Credit Agreement dated as of July 13, 2018, the “Credit Agreement”, capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement), among GTCR-Ultra Intermediate Holdings, Inc., a Delaware corporation (“Holdings”); Paya, Inc. (formerly known as Sage Payment Solutions, Inc.), a Delaware corporation (the “Borrower”); the lenders party thereto from time to time (the “Lenders”), and Antares Capital LP (“Antares Capital”), as administrative agent and a
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • May 7th, 2021 • Paya Holdings Inc. • Services-business services, nec • New York
This Amendment No. 1 to Credit Agreement, dated as of July 13, 2018 (this “Amendment”), to that certain Credit Agreement, dated as of August 1, 2017 (as supplemented by that certain Waiver to Credit Agreement, dated as of October 6, 2017, that certain Credit Agreement Supplement, dated as of September 11, 2017, that certain Waiver to Credit Agreement, dated as of December 1, 2017, and that certain Waiver to Credit Agreement, dated as of May 30, 2018, the “Credit Agreement”, capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement), among GTCR-Ultra Intermediate Holdings, Inc., a Delaware corporation (“Holdings”); Paya, Inc. (formerly known as Sage Payment Solutions, Inc.), a Delaware corporation (the “Borrower”); the lenders party thereto from time to time (the “Lenders”), and Antares Capital LP (“Antares Capital”), as administrative agent and as collateral agent (in such capacities, the “Administrative Agent”
AGREEMENT AND PLAN OF MERGER dated as of August 3, 2020 by and among GTCR-ULTRA HOLDINGS, LLC, GTCR-ULTRA HOLDINGS II, LLC, FINTECH III MERGER SUB CORP., FINTECH ACQUISITION CORP. III, FINTECH ACQUISITION CORP. III PARENT CORP., GTCR/ULTRA BLOCKER,...Agreement and Plan of Merger • August 3rd, 2020 • Fintech Acquisition Corp Iii Parent Corp • Blank checks • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of August 3, 2020, is entered into by and among GTCR-Ultra Holdings, LLC, a Delaware limited liability company (“Seller”), GTCR Ultra-Holdings II, LLC, a Delaware limited liability company (the “Company”), FinTech Acquisition Corp. III Parent Corp., a Delaware corporation (“Holdings”), FinTech III Merger Sub Corp., a Delaware corporation and a wholly-owned subsidiary of Holdings (“Merger Sub”), FinTech Acquisition Corp. III, a Delaware corporation (“Acquiror”), GTCR/Ultra Blocker, Inc., a Delaware corporation (“Blocker”) and GTCR Fund XI/C LP, a Delaware limited partnership (“Blocker Seller”). Except as otherwise indicated, capitalized terms used but not defined herein shall have the meanings set forth in Article I of this Agreement.
FINTECH ACQUISITION CORP. III PARENT CORP. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 5th, 2020 • Fintech Acquisition Corp Iii Parent Corp • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of [____________], 2020 among FinTech Acquisition Corp. III Parent Corp., a Delaware corporation (the “Company”), each of the investors listed on the signature pages hereto under the caption “Ultra Investors” (collectively, the “Ultra Investors”), each of the investors listed on the signature pages hereto under the caption “Sponsor Investors” (collectively, the “Sponsor Investors”) and each Person listed on the signature pages under the caption “Other Investors” or who executes a Joinder as an “Other Investor” (collectively, the “Other Investors” and, together with the Ultra Investors and the Sponsor Investors, the “Investors”). Except as otherwise specified herein, all capitalized terms used in this Agreement are defined in Exhibit A attached hereto.
AMENDED AND RESTATED TENDER AND SUPPORT AGREEMENTTender and Support Agreement • August 24th, 2021 • Paya Holdings Inc. • Services-business services, nec • New York
AMENDED AND RESTATED TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of August 24, 2021, by and among Paya Holdings Inc., a Delaware corporation (the “Company”), and each of the persons listed on Schedule A hereto (collectively, the “Public Warrant Holders,” and each a “Public Warrant Holder”).
SEPARATION, SEVERANCE AND GENERAL RELEASE AGREEMENTSeverance and General Release Agreement • February 21st, 2023 • Paya Holdings Inc. • Services-business services, nec • Delaware
This Separation, Severance and General Release Agreement (this “Agreement”) is entered into as of the “Effective Date” (as defined below), by and among Michele Shepard (“Employee”), Paya, Inc., a Delaware corporation (“PI”) and Paya Holdings Inc. (the “Parent” and, together with PI, the “Company”). The Company and Employee are collectively referred to herein as the “Parties” or individually as a “Party.”
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • August 13th, 2021 • Paya Holdings Inc. • Services-business services, nec • New York
TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of August 13, 2021, by and among Paya Holdings Inc., a Delaware corporation (the “Company”), and each of the persons listed on Schedule A hereto (collectively, the “Public Warrant Holders,” and each a “Public Warrant Holder”).
AMENDMENT NO. 4 TO CREDIT AGREEMENTCredit Agreement • May 7th, 2021 • Paya Holdings Inc. • Services-business services, nec • New York
This Amendment No. 4 to Credit Agreement, dated as of July 24, 2020 (this “Amendment”), to that certain Credit Agreement, dated as of August 1, 2017 (as amended or supplemented, as applicable, by each of that certain Waiver to Credit Agreement, dated as of October 6, 2017, that certain Credit Agreement Supplement, dated as of September 11, 2017, that certain Waiver to Credit Agreement, dated as of December 1, 2017, that certain Waiver to Credit Agreement, dated as of May 30, 2018, Amendment No. 1 to Credit Agreement dated as of July 13, 2018, that certain Amendment No. 2 to Credit Agreement, dated as of November 1, 2018 and that certain Amendment No. 3 to Credit Agreement dated as of December 20, 2019, the “Credit Agreement”, capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement), among GTCR-Ultra Holdings II, LLC, a Delaware limited liability company (“Holdings”); GTCR-Ultra Holdings III, LLC, a Delaware l
TRA TERMINATION AGREEMENTTermination Agreement • January 9th, 2023 • Paya Holdings Inc. • Services-business services, nec • Delaware
This Termination Agreement (the “Termination Agreement”) is dated as of January 8, 2023, and is by and among Paya Holdings Inc. (f/k/a FinTech Acquisition Corp. III Parent Corp.), a Delaware corporation (the “Company”) and GTCR-Ultra Holdings, LLC, a Delaware limited liability company (“GTCR-Ultra”), as parties to the Tax Receivable Agreement. Each of the Company and GTCR-Ultra are referred to herein, individually, as a “Party” and, collectively, as the “Parties.”
FINTECH ACQUISITION CORP. III PARENT CORP. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 22nd, 2020 • Paya Holdings Inc. • Services-business services, nec • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of October 16, 2020 among FinTech Acquisition Corp. III Parent Corp., a Delaware corporation (the “Company”), each of the investors listed on the signature pages hereto under the caption “Ultra Investors” (collectively, the “Ultra Investors”), each of the investors listed on the signature pages hereto under the caption “Sponsor Investors” (collectively, the “Sponsor Investors”) and each Person listed on the signature pages under the caption “Other Investors” or who executes a Joinder as an “Other Investor” (collectively, the “Other Investors” and, together with the Ultra Investors and the Sponsor Investors, the “Investors”). Except as otherwise specified herein, all capitalized terms used in this Agreement are defined in Exhibit A attached hereto.
FinTech Acquisition Corp. III Letterhead] August 3, 2020Fintech Acquisition Corp Iii Parent Corp • August 3rd, 2020 • Blank checks
Reference is made to that certain underwriting agreement (the “Underwriting Agreement”), dated as of November 15, 2018, by and among FinTech Acquisition Corp. III (the “Company”) and Cantor Fitzgerald & Co., as representative of the several underwriters named therein (the “Representative”). Terms used but not defined herein shall have the meanings given to such terms in the Underwriting Agreement.
