AGREEMENT AND PLAN OF MERGER by and among NUVEI CORPORATION, Pinnacle Merger Sub, Inc. and Paya Holdings Inc. Dated as of January 8, 2023Merger Agreement • 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.
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.”
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.”
