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
Contract Type FiledJanuary 9th, 2023 Company Industry JurisdictionTHIS 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.
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • January 9th, 2023 • Paya Holdings Inc. • Services-business services, nec • Delaware
Contract Type FiledJanuary 9th, 2023 Company Industry JurisdictionTHIS 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.”
TRA TERMINATION AGREEMENTTermination Agreement • January 9th, 2023 • Paya Holdings Inc. • Services-business services, nec • Delaware
Contract Type FiledJanuary 9th, 2023 Company Industry JurisdictionThis 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.”