NVEI Nuvei Corporation

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13E-3

(Amendment No. 1)

RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(e)

OF THE SECURITIES EXCHANGE ACT OF 1934

NUVEI CORPORATION

NUVEI CORPORATION

(Name of the Issuer)

Nuvei Corporation

Neon Maple Purchaser Inc.

Neon Maple Holdings Inc.

Neon Maple Midco Inc.

Neon Maple Parent Inc.

Advent International, L.P.

Advent International GPE X Limited Partnership

AI Maple Aggregator, L.P.

AI Maple Holdings, L.P.

AI Maple Holdings GP Limited

Novacap Management Inc.

Caisse de dépôt et placement du Québec

Philip Fayer

Whiskey Papa Fox Inc.

(Name of Person(s) Filing Statement)

Subordinate Voting Shares, no par value

(Title of Class of Securities)

67079A102

(CUSIP Number of Class of Securities)

(Name, address, and telephone numbers of persons authorized to receive notices and communications on behalf of the persons filing statement)

Copies to:

This statement is filed in connection with (check the appropriate box):

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ☐

Check the following box if the filing is a final amendment reporting the results of the transaction: ☐

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THIS TRANSACTION, PASSED UPON THE MERITS OR FAIRNESS OF THIS TRANSACTION, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS TRANSACTION STATEMENT ON SCHEDULE 13E-3. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

INFORMATION REQUIRED BY SCHEDULE 13E-3

INTRODUCTION

This Amendment No. 1 to Schedule 13E-3 (together with the exhibits attached hereto (the “Amended Transaction Statement”)), which amends and supplements the Rule 13e-3 Transaction Statement on Schedule 13E-3 filed with the Securities and Exchange Commission (the “SEC”) on May 14, 2024 (the “Initial Schedule 13E-3”), is being filed with the SEC pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”), jointly by the following persons (each, a “Filing Person,” and collectively, the “Filing Persons”): (i) Nuvei Corporation, a corporation existing under the federal laws of Canada (“Nuvei”) and the issuer of the subordinate voting shares (the “Subordinate Voting Shares”) that is the subject of the Rule 13e-3 transaction, (ii) Neon Maple Purchaser Inc. (“Purchaser”), a corporation existing under the federal laws of Canada, (iii) Neon Maple Holdings Inc., an Ontario corporation and the parent company of the Purchaser (“Holdings”), (iv) Neon Maple Midco Inc., an Ontario corporation and the parent company of Holdings (“Midco”), (v) Neon Maple Parent Inc., an Ontario corporation and the parent company of Midco (“Canada Parent”), (vi) AI Maple Holdings, L.P., a Cayman Islands exempted limited partnership and the sole stockholder of Canada Parent (“AI Maple Holdings”), (vii) AI Maple Aggregator, L.P., a Cayman Islands exempted limited partnership and the sole limited partner of AI Maple Holdings (“AI Maple Aggregator”), (viii) AI Maple Holdings GP Limited, a Cayman Islands exempted company and the general partner of each of AI Maple Holdings and AI Maple Aggregator (“AI Maple GP”), (ix) Advent International GPE X Limited Partnership, a Cayman Islands exempted partnership and the sole member of AI Maple GP (“AI GPE X”), (x) Advent International, L.P., a Delaware limited partnership and the investment adviser to AI GPE X (“Advent”), (xi) Caisse de dépôt et placement du Québec (“CDPQ”), a legal person governed by an Act respecting the Caisse de dépôt et placement du Québec, (xii) Novacap Management Inc. (“Novacap”), a company incorporated under the laws of Canada and the general partner of certain investment funds and vehicles holding Multiple Voting Shares (as defined below), (xiii) Philip Fayer, and (xiv) Whiskey Papa Fox Inc., a corporation existing under the federal laws of Canada (together with CDPQ, Novacap and Mr. Fayer, each a “Rollover Shareholder” and, collectively, the “Rollover Shareholders”).

This Amended Transaction Statement relates to the plan of arrangement (the “Plan of Arrangement”), pursuant to Section 192 of the Canada Business Corporations Act, contemplated by an arrangement agreement between Purchaser and Nuvei, dated as of April 1, 2024 (the “Arrangement Agreement”), pursuant to which Purchaser will acquire all of the outstanding subordinate voting shares of Nuvei (“Subordinate Voting Shares”) and multiple voting shares of Nuvei (“Multiple Voting Shares”) that are not Rollover Shares (as defined in the Arrangement Agreement) for a price of US$34.00 per share, in cash. A copy of the Plan of Arrangement is included as Appendix B to the Management Proxy Circular, which is attached as Exhibit (a)(2)(i) hereto (the “Circular”). A special meeting of Nuvei’s shareholders has been called for June 18, 2024 (the “Meeting”) to approve a special resolution approving the Plan of Arrangement in the form attached as Appendix A to the Circular (the “Arrangement Resolution”). The Circular has been provided to Nuvei’s shareholders pursuant to applicable Canadian law.

Capitalized terms used but not defined in this Amended Transaction Statement shall have the meanings given to them in the Circular or the Initial Schedule 13E-3, as applicable.

Except as otherwise set forth herein, the information set forth in the Initial Schedule 13E-3 remains unchanged and is incorporated by reference into this Amended Transaction Statement. All information set forth in this Amended Transaction Statement should be read together with the information contained in or incorporated by reference in the Initial Schedule 13E-3.

All information contained in, or incorporated by reference into, this Amended Transaction Statement concerning each Filing Person has been supplied by such Filing Person, and no Filing Person is responsible for the accuracy or completeness of the information supplied by any other Filing Person.

ITEM 1. SUMMARY TERM SHEET.

“The Purchaser Filing Parties believe the Arrangement is preferable to other transaction structures because the Arrangement (i) is the most direct and effective way to enable the Purchaser to acquire ownership and control of all of the Subordinate Voting Shares and the Multiple Voting Shares at the same time, (ii) represents an opportunity for the Shareholders (other than the Rollover Shareholders) to immediately realize the value of their investment in the Company, with price certainty at a significant and attractive premium on the Subordinate Voting Shares of approximately 56% to the closing price of the Subordinate Voting Shares on the Nasdaq on March 15, 2024, the last trading day prior to media reports regarding a potential transaction involving the Company, and a premium of approximately 48% to the 90-day volume weighted average trading price per Subordinate Voting Share as of such date, and (iii) also allows Philip Fayer (directly and indirectly through WPF) to maintain a significant portion, and allows Novacap and CDPQ to maintain a portion, of their respective equity investment in the Company to preserve and expand upon the long-term strategy, vision and core values of Nuvei. In the course of considering the going-private transaction, the Purchaser Filing Parties did not actively consider alternative transaction structures because the Purchaser Filing Parties believed no other alternatives would enable them to achieve the same objectives.”

“The Purchaser Filing Parties believe the Arrangement is preferable to other transaction structures because the Arrangement (i) is the most direct and effective way to enable the Purchaser to acquire ownership and control of all of the Subordinate Voting Shares and the Multiple Voting Shares at the same time, (ii) represents an opportunity for the Shareholders (other than the Rollover Shareholders) to immediately realize the value of their investment in the Company, with price certainty at a significant and attractive premium on the Subordinate Voting Shares of approximately 56% to the closing price of the Subordinate Voting Shares on the Nasdaq on March 15, 2024, the last trading day prior to media reports regarding a potential transaction involving the Company, and a premium of approximately 48% to the 90-day volume weighted average trading price per Subordinate Voting Share as of such date, and (iii) also allows Philip Fayer (directly and indirectly through WPF) to maintain a significant portion, and allows Novacap and CDPQ to maintain a portion, of their respective equity investment in the Company to preserve and expand upon the long-term strategy, vision and core values of Nuvei. In the course of considering the going-private transaction, the Purchaser Filing Parties did not consider alternative transaction structures because the Purchaser Filing Parties believed no other alternatives would enable them to achieve the same objectives.”

ITEM 2. SUBJECT COMPANY INFORMATION.

(c) Item 2(c) is hereby amended and supplemented as follows:

There is no established trading market for the Multiple Voting Shares.

ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.

(a) The disclosure listing the directors and executive officers of the Company and each Purchaser Filing Party under Item 3(a) and pursuant to Item 1003(c) of Regulation M-A is hereby amended and restated as follows:

“APPENDIX H

DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY AND

EACH PURCHASER FILING PARTY

1. Directors and Executive Officers of the Purchaser Entities¹

Each of the Purchaser Entities was formed in connection with the Arrangement. Set forth below is the name, position, principal occupation(s) held in the past five years, business address and citizenship of the executive officers and directors of (i) the Purchaser and (ii) each of the other Purchaser Entities: Canada Parent, Neon Maple Midco Inc. and Neon Maple Holdings Inc. The business telephone number of each director and executive officer of the Purchaser Entities is (+1) 617-951-9400, except as noted below.

During the last five years, none of the Purchaser Entities nor any of the directors or executive officers of any Purchaser Entity have been (a) convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or (b) a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment or decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws.

2. Directors and Executive Officers of the Advent Entities

Along with the Purchaser Entities, each of AI Maple Holdings, L.P. and its sole limited partner, AI Maple Aggregator, L.P. (together, the “Advent Holding Partnerships”) was formed in connection with the Arrangement. The Advent Holding Partnerships are controlled by their general partner, AI Maple Holdings GP Limited. Advent International GPE X Limited Partnership, which is controlled by Advent, is the sole

limited partner of AI Maple Aggregator, L.P. and the sole shareholder of AI Maple Holdings GP Limited. Advent is controlled by its general partner, Advent International GP, LLC (the “Advent Control Entity”).

Advent is one of the largest and most experienced global private equity investors. The firm has invested in over 415 private equity investments across more than 40 countries and regions, and as of September 30, 2023, had $91 billion in assets under management.

Set forth below is the name, position, present principal occupation, business address and citizenship of the executive officers and directors of (i) AI Maple Holdings GP Limited, (ii) Advent and (iii) the Advent Control Entity. The business telephone number of each director and executive officer of AI Maple Holdings GP Limited, Advent and the Advent Control Entity is (+1) 617-951-9400, except as noted below.

During the last five years, none of AI Maple Holdings GP Limited, Advent or the Advent Control Entity, nor any of the directors or executive officers of AI Maple Holdings GP Limited, Advent or the Advent Control Entity have been (a) convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or (b) a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment or decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws.

3. Directors and Executive Officers of the Company

The names and material occupations, positions, offices or employment during the past five years of each director and executive officer of the Company is listed below. The business telephone number of each director and executive officer of the Company is (514) 313-1190.

During the last five years, neither the Company nor any of the directors or executive officers of the Company have been (a) convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or (b) a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment or decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws.

4. Directors and Executive Officers of CDPQ

Set forth below is the name, position, present principal occupation, business address and citizenship of the executive officers and directors of CDPQ. The business telephone number of each director and executive officer of CDPQ is (514) 842-3261.

During the last five years, neither CDPQ nor any of the directors or executive officers of CDPQ have been (a) convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or (b) a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment or decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws.

5. Directors and Executive Officers of Novacap Management Inc.

Set forth below is the name, position, present principal occupation, business address and citizenship of the executive officers and directors of each of Novacap Management Inc. and Novacap Fund Management Inc., the ultimate control person of Novacap Management Inc. The business telephone number of each director and executive officer of Novacap Management Inc. and Novacap Management Inc. is (450) 651-5000.

During the last five years, neither Novacap Management Inc. nor Novacap Fund Management Inc., nor any of the directors or executive officers of Novacap Management Inc. or Novacap Fund Management Inc., have been (a) convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or (b) a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment or decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws.

6. Directors and Executive Officers of WPF

Set forth below is the name, position, present principal occupation, business address and citizenship of the sole executive officer and director of WPF. The business telephone number of the sole executive officer and director of WPF is (438) 803-3191.

During the last five years, neither WPF nor any of the directors or executive officers of WPF have been (a) convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or (b) a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment or decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws.

ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS.

(a) Item 7 is hereby amended as follows:

“The Purchaser Filing Parties believe the Arrangement is preferable to other transaction structures because the Arrangement (i) is the most direct and effective way to enable the Purchaser to acquire ownership and control of all of the Subordinate Voting Shares and the Multiple Voting Shares at the same time, (ii) represents an opportunity for the Shareholders (other than the Rollover Shareholders) to immediately realize the value of their investment in the Company, with price certainty at a significant and attractive premium on the Subordinate Voting Shares of approximately 56% to the closing price of the Subordinate Voting Shares on the Nasdaq on March 15, 2024, the last trading day prior to media reports regarding a potential transaction involving the Company and a premium of approximately 48% to the 90-day volume weighted average trading price per Subordinate Voting Share as of such date, and (iii) also allows Philip Fayer (directly and indirectly through WPF) to maintain a significant portion and allows Novacap and CDPQ to maintain a portion, of their respective equity investment in the Company to preserve and expand upon the long-term strategy, vision and core values of Nuvei. In the course of considering the going-private

transaction, the Purchaser Filing Parties did not actively consider alternative transaction structures because the Purchaser Filing Parties believed no other alternatives would enable them to achieve the same objectives.”

“The Purchaser Filing Parties believe the Arrangement is preferable to other transaction structures because the Arrangement (i) is the most direct and effective way to enable the Purchaser to acquire ownership and control of all of the Subordinate Voting Shares and the Multiple Voting Shares at the same time, (ii) represents an opportunity for the Shareholders (other than the Rollover Shareholders) to immediately realize the value of their investment in the Company, with price certainty at a significant and attractive premium on the Subordinate Voting Shares of approximately 56% to the closing price of the Subordinate Voting Shares on the Nasdaq on March 15, 2024, the last trading day prior to media reports regarding a potential transaction involving the Company and a premium of approximately 48% to the 90-day volume weighted average trading price per Subordinate Voting Share as of such date, and (iii) also allows Philip Fayer (directly and indirectly through WPF) to maintain a significant portion and allows Novacap and CDPQ to maintain a portion, of their respective equity investment in the Company to preserve and expand upon the long-term strategy, vision and core values of Nuvei. In the course of considering the going-private transaction, the Purchaser Filing Parties did not consider alternative transaction structures because the Purchaser Filing Parties believed no other alternatives would enable them to achieve the same objectives.”

None of the Purchaser Filing Parties has made any purchases of Subordinate Voting Shares in the past two years and, as a result, the Purchaser Filing Parties did not consider purchase prices for the Subordinate Voting Shares in prior purchases. The Purchaser Filing Parties were not aware of any firm offer by any unaffiliated person in the past two years for a merger, consolidation or purchase of a substantial part of the Company’s assets or securities other than the proposals provided by Advent, Advent/Co-Investor and, in the case of the Rollover Shareholders, Bidder B.

“Likewise, the Purchaser Filing Parties did not consider liquidation value in determining the reasonableness and fairness of the Arrangement to the unaffiliated security holders because the Purchaser Filing Parties expect to continue to operate Nuvei’s business as a going concern.”

“Likewise, the Purchaser Filing Parties did not consider liquidation value in determining the reasonableness and fairness of the Arrangement to the unaffiliated security holders because the Purchaser Filing Parties expect to continue to operate Nuvei’s business as a viable, going concern and, as a result, did not consider liquidation value to be relevant.”

ITEM 10. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.

(a)-(b)

“Concurrently with the execution of the Arrangement Agreement, the Purchaser delivered to the Company a debt commitment letter (together with all exhibits, schedules, annexes and term sheets attached thereto, and as amended, modified, amended and restated or otherwise replaced from time to time after the date of the Arrangement Agreement in compliance with the Arrangement Agreement, the “Debt Commitment Letter,”), pursuant to which a syndicate of lenders (collectively, the “Debt Financing Sources”) have committed to provide to the Purchaser, subject to the terms and conditions therein, senior secured syndicated credit facilities in an initial aggregate principal amount of $3,150 million (the “Debt Financing”), consisting of (i) a senior secured term loan in a principal amount of up to $2,550 million (the “Term Facility”) and (ii) a senior secured loan revolving facility in an aggregate principal amount of $600 million (the “Revolving Facility,” and together with the Term Facility, the “Credit Facilities”). The Term Facility is expected to mature on the seven-year anniversary of the Effective Date. The Revolving Facility is expected to mature on the five-year anniversary of the Effective Date. The Term Facility is expected to amortize quarterly, starting with the second full fiscal quarter ending after the Effective Date, in installments equal to 0.25% of the original principal amount of the Term Facility, with the balance of the Term Facility being due and payable at maturity. The proceeds of the Term Facility shall be used exclusively to finance the Arrangement, including any related fees, premiums, expenses and other transaction costs incurred in connection with the Arrangement and the transactions relating thereto, to refinance the Existing BMO Facility and to provide cash to the Company’s balance sheet. All advances under the Revolving Facility may be used by the Purchaser (a) on the Effective Date, (i) to finance the transactions contemplated by the Arrangement Agreement and the Plan of Arrangement, (ii) for general corporate purposes, (iii) to fund the fees under the Fee Letter, or (iv) to refinance any revolving facility under the existing credit agreement and to cash collateralize any existing letter of credit or similar instruments, and (b) after the Effective Date, to finance working capital needs and other general corporate purposes and for any other purposes not prohibited by the definitive documentation evidencing the Credit Facilities.

The obligation of the Debt Financing Sources to provide the Credit Facilities is subject to customary limited conditions, specific to each of the Credit Facilities, which are set forth in the Debt Commitment Letter, including the following: the consummation of the Arrangement substantially concurrently with the Debt Financing, the completion of the minimum equity contribution, the accuracy of certain of the borrower’s representations and warranties under the Credit Facilities and certain of the Company’s representations and warranties in the Arrangement Agreement in all material respects, and the absence of a Material Adverse Effect that is continuing.

“Concurrently with the execution of the Arrangement Agreement, the Purchaser delivered to the Company a debt commitment letter (together with all exhibits, schedules, annexes and term sheets attached thereto, and as amended, modified, amended and restated or otherwise replaced from time to time after the date of the Arrangement Agreement in compliance with the Arrangement Agreement, the “Debt Commitment Letter,”), pursuant to which BMO Capital Markets Corp., Royal Bank of Canada, RBC Capital Markets, Capital One, National Association, Citizens Bank, N.A., Fifth Third Bank, National Association, Goldman Sachs Bank USA, KeyBank National Association, KeyBanc Capital Markets Inc., The Bank of Nova Scotia, UBS AG, Stamford Branch, UBS Securities LLC, Wells Fargo Bank, N.A. and Wells Fargo Bank, N.A., Canadian Branch, Wells Fargo Securities, LLC, Bank of America, N.A., BofA Securities, Inc., National Bank of Canada, National Bank of Canada Financial Inc., Citigroup Global Markets Inc., Citibank, N.A., Citicorp USA, Inc., Citicorp North America, Inc., Jefferies Finance LLC, BNP Paribas, BNP Paribas Securities Corp., MUFG Bank, Ltd., MUFG Securities Americas Inc., Mizuho Bank, Ltd. and Banco Santander, S.A., New York Branch and/or any affiliate, subsidiary or branch of any of the foregoing (collectively, the “Debt Financing Sources”) have committed to provide to the Purchaser, subject to the terms and conditions therein, senior secured syndicated credit facilities in an initial aggregate principal amount of $3,150 million (the “Debt Financing”), consisting of (i) a senior secured term loan in a principal amount of up to $2,550 million (the “Term Facility”) and (ii) a senior secured loan revolving facility in an aggregate principal amount of $600 million (the “Revolving Facility,” and together with the Term Facility, the “Credit Facilities”). The Term Facility is expected to mature on the seven-year anniversary of the Effective Date. The Revolving Facility is expected to mature on the five-year anniversary of the Effective Date. The Term Facility is expected to amortize quarterly, starting with the second full fiscal quarter ending after the Effective Date, in installments equal to 0.25% of the original principal amount of the Term Facility, with the balance of the Term Facility being due and payable at

maturity. The interest rates applicable to each of the Term Facility and the Revolving Facility will be determined as part of the syndication of the Credit Facilities, and are expected to be consistent with similar syndicated loans that price in the syndicated loan market at the time at which the Credit Facilities are marketed. The terms of the loan documentation shall otherwise be consistent with those terms customary for similar debt financings and as are set forth on the term sheet attached as an exhibit to the Debt Commitment Letter, including customary affirmative and negative covenants, representations and warranties and events of default. The proceeds of the Term Facility shall be used exclusively to finance the Arrangement, including any related fees, premiums, expenses and other transaction costs incurred in connection with the Arrangement and the transactions relating thereto, to refinance the Existing BMO Facility and to provide cash to the Company’s balance sheet. All advances under the Revolving Facility may be used by the Purchaser (a) on the Effective Date, (i) to finance the transactions contemplated by the Arrangement Agreement and the Plan of Arrangement, (ii) for general corporate purposes, (iii) to fund the fees under the Fee Letter, or (iv) to refinance any revolving facility under the existing credit agreement and to cash collateralize any existing letter of credit or similar instruments, and (b) after the Effective Date, to finance working capital needs and other general corporate purposes and for any other purposes not prohibited by the definitive documentation evidencing the Credit Facilities.

The obligation of the Debt Financing Sources to provide the Credit Facilities is subject to customary limited conditions, specific to each of the Credit Facilities, which are set forth in the Debt Commitment Letter, including the following: the consummation of the Arrangement substantially concurrently with the Debt Financing, the completion of the minimum equity contribution, the accuracy of certain of the borrower’s representations and warranties under the Credit Facilities and certain of the Company’s representations and warranties in the Arrangement Agreement in all material respects, the absence of a Material Adverse Effect that is continuing and the preparation and execution of customary loan documentation.”

ITEM 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

(a) Item 11(a) is hereby amended and supplemented as follows:

As of May 14, 2024, the date of the Initial Schedule 13E-3, none of the Purchaser Filing Parties, the Company or any of the directors or executive officers of the Company or the Purchaser Filing Parties set forth in Appendix H to the Circular owned any subject securities, except for the subject securities owned by the Rollover Shareholders as specified under the heading “Information Concerning the Meeting and Voting –Principal Shareholders” in the Circular and for the subject securities owned by directors and executive officers of the Company as specified under the heading “Information Concerning Nuvei –Ownership of Securities” in the Circular.

ITEM 15. ADDITIONAL INFORMATION.

(c) Item 15(c) is hereby amended as follows:

“The information contained in this Circular concerning the Purchaser, Philip Fayer, Novacap, CDPQ and their respective associates and affiliates, including such information under the heading “Special Factors –Background to the Arrangement,” has been provided by the Purchaser, Philip Fayer, Novacap and CDPQ, respectively, for inclusion in this Circular. Although the Company has no knowledge that any statement contained herein taken from, or based on, such information and records or information provided by the Purchaser, Philip Fayer, Novacap or CDPQ is untrue or incomplete, the Company assumes no responsibility for the accuracy of the information contained in such documents, records or information or for any failure by the Purchaser, Philip Fayer, Novacap or CDPQ to disclose events which may have occurred or may affect the significance or accuracy of any such information but which are unknown to the Company.”

“The information contained in this Circular concerning the Purchaser, Philip Fayer, Novacap, CDPQ and their respective associates and affiliates, including such information under the heading “Special Factors –Background to the Arrangement,” has been provided by the Purchaser, Philip Fayer, Novacap and CDPQ, respectively, for inclusion in this Circular. Although the Company has no knowledge that any statement contained herein taken from, or based on, such information and records or information provided by the Purchaser, Philip Fayer, Novacap or

CDPQ is untrue or incomplete, the Company assumes no responsibility for any failure by the Purchaser, Philip Fayer, Novacap or CDPQ to disclose events which may have occurred or may affect the significance or accuracy of any such information but which are unknown to the Company.”

“All information regarding the Purchaser and the other Purchaser Filing Parties contained in this Circular, including any such information under the heading “Special Factors – Background to the Arrangement,” has been provided by the relevant Purchaser Filing Party, unless otherwise indicated. Although the Company has no knowledge that any statement contained herein taken from, or based on, such information and records or information provided by the Purchaser Filing Parties is untrue or incomplete, the Company assumes no responsibility for the accuracy of the information contained in such documents, records or information or for any failure by the Purchaser Filing Parties to disclose events which may have occurred or may affect the significance or accuracy of any such information but which are unknown to the Company. Any inaccuracy or material omission in the information provided by the Purchaser Filing Parties for inclusion in this Circular could result in unanticipated liabilities or expenses, increase the cost of the Arrangement or adversely affect the current and future operations, financial condition and prospects of the Company.”

“All information regarding the Purchaser and the other Purchaser Filing Parties contained in this Circular, including any such information under the heading “Special Factors – Background to the Arrangement,” has been provided by the relevant Purchaser Filing Party, unless otherwise indicated. Although the Company has no knowledge that any statement contained herein taken from, or based on, such information and records or information provided by the Purchaser Filing Parties is untrue or incomplete, the Company assumes no responsibility for any failure by the Purchaser Filing Parties to disclose events which may have occurred or may affect the significance or accuracy of any such information but which are unknown to the Company. Any inaccuracy or material omission in the information provided by the Purchaser Filing Parties for inclusion in this Circular could result in unanticipated liabilities or expenses, increase the cost of the Arrangement or adversely affect the current and future operations, financial condition and prospects of the Company.”

ITEM 16. EXHIBITS.

[Remainder of Page Intentionally Left Blank]

SIGNATURES

After due inquiry and to the best of our knowledge and belief, the undersigned hereby certify that the information set forth in this statement is true, complete and correct.

Exhibit (b)(ii)

Execution Version

CONFIDENTIAL

April 19, 2024

PROJECT NEON

Amended and Restated Commitment Letter

Neon Maple US Debt Mergersub Inc.

Neon Maple Purchaser Inc.

c/o Advent International, L.P.

Ladies and Gentlemen,

This amended and restated commitment letter (this “Commitment Letter”) amends, restates and supersedes in its entirety that certain commitment letter (the “Original Commitment Letter”) dated April 1, 2024 (the “Original Commitment Letter Date”) among Neon Maple Purchaser Inc., a newly established Canadian entity (“Buyer” or “you”) has advised Bank of Montreal (“Bank of Montreal”), BMO Capital Markets Corp. (“BMO Capital Markets” and, together with Bank of Montreal, “BMO”), Royal Bank of Canada (“Royal Bank”), RBC Capital Markets¹ (“RBCCM”, together with Royal Bank, “RBC”), Capital One, National Association (“Capital One”), Citizens Bank, N.A. (“Citizens”), Fifth Third Bank, National Association (“Fifth Third”), Goldman Sachs Bank USA (“GS”), KeyBank National Association (“KeyBank”), KeyBanc Capital Markets Inc. (“KeyBanc Capital Markets”, and together with KeyBank, “Key”), The Bank of Nova Scotia (“Scotia Bank”), UBS AG, Stamford Branch (“UBS AG”), UBS Securities LLC (“UBS Securities”, and together with UBS AG, “UBS”), Wells Fargo Bank, N.A. (“Wells Fargo Bank American”) and Wells Fargo Bank, N.A., Canadian Branch (“Wells Fargo Canadian” and together with Wells Fargo Bank American, “Wells Fargo Bank”), Wells Fargo Securities, LLC (“Wells Fargo Securities”, and together with Wells Fargo Bank, “Wells Fargo”), Bank of America, N.A. (“Bank of America”), BofA Securities, Inc. (together with its designed affiliates, “BofA Securities”, and together with Bank of America, “BofA”), National Bank of Canada (“NBC”) and National Bank of Canada Financial Inc.² (“NBC Financial”, and together with NBC, “National Bank” and together with BMO, RBC, Capital One, Citizens, Fifth Third, GS, Key, Scotia, UBS, Wells Fargo, BofA and National Bank, the “Original Commitment Parties”), and such Original Commitment Letter shall be of no further force and effect.

You have advised the Original Commitment Parties, Citi (as defined below), Jefferies Finance LLC (acting through such of its affiliates or branches as it deems appropriate, “Jefferies”), BNP Paribas, BNP Paribas Securities Corp. (“BNPP Securities” and, together with BNP Paribas, “BNPP”), MUFG (as defined below), Mizuho Bank, Ltd. (“Mizuho”) and Banco Santander, S.A., New York Branch (“Santander”, and together with Citi, Jefferies, BNPP, MUFG, Mizuho and the Original Commitment Parties, the “Commitment Parties”, “us” or “we”) that you intend to acquire, directly or indirectly, the Target (as defined on Exhibit A hereto) and consummate the other transactions described on Exhibit A hereto. Capitalized terms used but not otherwise defined herein are used with the meanings assigned to such terms in the Exhibits hereto. All references herein to Sections or Exhibits shall be construed to refer to Sections of this Commitment Letter and Exhibits to this Commitment Letter. “MUFG” shall mean MUFG Bank, Ltd., MUFG Securities Americas Inc. and/or any other affiliates or subsidiaries as they collectively deem appropriate to provide the services referred to herein. “Citi” shall mean Citigroup Global Markets Inc., Citibank, N.A., Citicorp USA, Inc., Citicorp North America, Inc., and/or any of their affiliates as Citi shall determine to be appropriate to provide the services contemplated herein.

In connection with the Transactions contemplated hereby, each of Bank of Montreal, Royal Bank, Capital One, Citizens, Fifth Third, GS, KeyBank, Scotia Bank, UBS AG, Wells Fargo Bank, Bank of America, NBC, Citi, Jefferies, BNP Paribas, MUFG, Mizuho and Santander (collectively, the “Initial Lenders”) hereby commits, on a several, but not joint basis, to provide the percentage of the principal amount of the First Lien Term Facility (including any increased amount as a result of the application of the Flex Provisions (as defined in the Fee Letter referred to below) to fund OID or upfront fees payable in respect of the First Lien Term Facility) and the First Lien Revolving Facility, in each case, set forth opposite such Initial Lender’s name on Schedule 1 hereto, (i) upon the terms set forth or referred to in this letter, the Transaction Summary attached as Exhibit A and the Summary of Terms and Conditions attached as Exhibit B and (ii) the initial funding of which is subject only to the conditions set forth on Exhibit C (such Exhibits A through C, including the annexes thereto, the “Term Sheet” and together with this letter, collectively, this “Commitment Letter”), and upon the satisfaction of such conditions or waiver by the Lead Arrangers of such conditions applicable to the First Lien Credit Facilities, each such initial funding under the First Lien Credit Facilities shall occur.

It is agreed that:

(a)  BMO Capital Markets, RBCCM, Capital One, Citizens, Fifth Third, GS, KeyBanc Capital Markets, Scotia Bank, UBS Securities, Wells Fargo Securities, BofA Securities, NBC Financial, Citi, Jefferies, BNPP Securities, MUFG, Mizuho, and Santander will act as joint lead arrangers and joint bookrunners for the First Lien Credit Facilities (acting in such capacities, the “Lead Arrangers”); and

(b)  Bank of Montreal will act as sole administrative agent and as sole collateral agent for the First Lien Credit Facilities (the “Agent”).

You agree that no other agents, co-agents, lead arrangers, bookrunners, managers or arrangers will be appointed, no other titles will be awarded and no compensation (other than as expressly contemplated in this Commitment Letter and the Amended and Restated Fee Letter dated the date hereof and delivered in connection herewith (the “Fee Letter”) which amends, restates and supersedes in its entirety that certain fee letter (the “Original Fee Letter”) dated as of the Original Commitment Letter Date among you and the Original Commitment Parties) will be paid to obtain the commitment of any person to become a Lender under the First Lien Credit Facilities unless you and we shall so reasonably agree; provided, that (x) Bank of Montreal will have “left” placement (the “Left Lead Arranger”) in any marketing materials or other documentation used in connection with the First Lien Credit Facilities (other than the First Lien Euro Term Facility), (y) RBCCM will have “left” placement (the “Euro Left Lead Arranger”) in any marketing materials or other documentation used in connection with the First Lien Euro Term Facility and (z) the other agents (or their affiliates, as applicable) for the First Lien Credit Facilities will be listed in an order determined by you in consultation with the Left Lead Arranger or the Euro Left Lead Arranger, as applicable, in any marketing materials or other documentation used in connection with the syndication of the First Lien Credit Facilities.

The Lead Arrangers intend to syndicate the First Lien Term Facility to a group of lenders identified by us in consultation with you and subject to your consent (it being understood that your consent may not be unreasonably withheld or delayed) (such lenders, together with the Initial Lenders, the “Lenders”); it being understood and agreed that the Lead Arrangers will not syndicate, participate to or otherwise assign

any portion of the First Lien Term Facility to any Disqualified Institution (as defined below). We acknowledge and agree that the First Lien Revolving Facility has been successfully syndicated as of the Original Commitment Letter Date.

“Disqualified Institution” means:

(a)  (i) any person identified in writing to the Original Commitment Parties on or prior to the Original Commitment Letter Date, (ii) any person that is identified in writing after the Original Commitment Letter Date and prior to the Closing Date, to the Commitment Parties (and reasonably satisfactory to the Commitment Parties) or, if after the Closing Date, to the Agent (and reasonably satisfactory to the Agent) in respect of the First Lien Credit Facilities (and reasonably satisfactory to the Agent), (iii) any affiliate of any person described in clauses (i) and/or (ii) above that is reasonably identifiable as an affiliate of such person on the basis of such affiliate’s name and (iv) any other affiliate of any person described in clauses (i), (ii) and/or (iii) above that is identified in a written notice to the Lead Arrangers (or, after the Closing Date, the Agent) after the Original Commitment Letter Date in respect of the First Lien Credit Facilities (each such person, a “Disqualified Lending Institution”); it being understood that the Borrower may withhold its consent to any person that is known by it to be an affiliate of a Disqualified Lending Institution regardless of whether such person is reasonably identifiable as an affiliate of such person on the basis of such affiliate’s name; and/or

(b)  (i) any person that is or becomes a competitor of the Borrower and/or any of its subsidiaries and/or the Target and/or any of its subsidiaries (each such person, a “Competitor”) and/or any affiliate of any Competitor (other than a Competitor Debt Fund Affiliate (as defined below) unless the Borrower has other grounds on which to withhold its consent), in each case, that is identified in writing to the Lead Arrangers (or, after the Closing Date, identified in writing to the Agent) in respect of the First Lien Credit Facilities, (ii) any affiliate of any person described in clause (i) above (other than any Competitor Debt Fund Affiliate (as defined below)) that is reasonably identifiable as an affiliate of such person on the basis of such affiliate’s name and (iii) any other affiliate of any person described in clauses (i) and/or (ii) above that is identified in a written notice to the Lead Arrangers (or, after the Closing Date, the Agent) in respect of the First Lien Credit Facilities after the Original Commitment Letter Date (it being understood and agreed that no Competitor Debt Fund Affiliate of any Competitor may be designated as a Disqualified Institution pursuant to this clause (iii)); it being understood that the Borrower may withhold its consent to any person that is known by it to be an affiliate of a Competitor (other than a Competitor Debt Fund Affiliate unless the Borrower has other grounds on which to withhold its consent) regardless of whether such person is reasonably identifiable as an affiliate of such person on the basis of such affiliate’s name; and/or

(c)  any affiliate or Representative (as defined below) of any Commitment Party that is engaged as a principal primarily in private equity, mezzanine financing or venture capital, in each case, other than the Sponsor or any of its affiliates (each such person, an “Excluded Party”);

provided, that no written notice delivered pursuant to clauses (a)(ii), (a)(iv), (b)(i) and/or (b)(iii) above under the First Lien Credit Facilities shall apply retroactively to disqualify any person that has acquired an assignment or participation interest in the loans under the First Lien Credit Facilities prior to the delivery of such notice.

“Competitor Debt Fund Affiliate” means, with respect to any Competitor or any affiliate thereof, any debt fund, investment vehicle, regulated bank entity or unregulated lending entity (in each case, other than any Disqualified Lending Institution or any Excluded Party) that is (a) primarily engaged in making,

purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of business for financial investment purposes (but not with a view towards owning the borrower or issuer of any such loans or similar extensions of credit) and (b) managed, sponsored or advised by any person that is controlling, controlled by or under common control with the relevant Competitor or affiliate thereof, but only to the extent that no personnel involved with the investment in the relevant Competitor or its affiliates, or the management, control or operation thereof, (i) makes (or has the right to make or participate with others in making) investment decisions on behalf of, or otherwise cause the direction of the investment policies of, such debt fund, investment vehicle, regulated bank entity or unregulated entity or (ii) has access to any information (other than information that is publicly available) relating to the Borrower, the Target and/or any entity that forms part of any of their respective businesses (including any of their respective subsidiaries).

Notwithstanding any other provision of this Commitment Letter to the contrary and notwithstanding any syndication, assignment or other transfer by any Initial Lender (a) no Initial Lender shall be relieved, released or novated from its obligations hereunder (including its obligation to fund its applicable percentage of the First Lien Credit Facilities on the Closing Date if the applicable conditions set forth on Exhibit C are satisfied or waived by the Commitment Parties) in connection with any syndication, assignment or other transfer until after the initial funding of such Initial Lenders’ commitment under the First Lien Credit Facilities on the Closing Date, (b) no such syndication, assignment or other transfer shall become effective with respect to any portion of any Initial Lender’s commitments in respect of the First Lien Credit Facilities until the initial funding in full of the First Lien Credit Facilities on the Closing Date and (c) unless the Borrower agrees in writing in its sole discretion, each Initial Lender, Commitment Party and Lead Arranger shall retain exclusive control over all rights and obligations with respect to its commitments in respect of the First Lien Credit Facilities, including all rights with respect to any consent, waiver, modification, supplement and/or amendment, until the Closing Date has occurred.

The Lead Arrangers intend to commence syndication efforts with respect to the First Lien Term Facility promptly, and from the Original Commitment Letter Date until the earlier to occur of (x) a Successful Syndication (as defined in the Fee Letter) and (y) the date that is 30 days after the Closing Date (the “Syndication Period”), you agree to assist (and to use your commercially reasonable efforts to cause the Target to assist, subject in all cases to any limitations on your rights set forth in the Acquisition Agreement) the Lead Arrangers in completing a syndication of the First Lien Term Facility that is reasonably satisfactory to the Lead Arrangers and you. Such assistance shall include, subject to any applicable limitations on your rights in the Acquisition Agreement, (a) using your commercially reasonable efforts to ensure that the syndication efforts benefit from your and the Sponsor’s existing banking relationships, (b) facilitating direct contact between appropriate members of senior management of the Borrower (and using your commercially reasonable efforts to facilitate direct contact between appropriate members of senior management of the Target), on the one hand, and the proposed Lenders, on the other hand, in all cases at times and locations to be mutually agreed upon, (c) your assistance and provision of information (and your use of commercially reasonable efforts to cause the Target to assist and provide information) for use in the preparation of a customary confidential information memorandum (the “CIM”) and other reasonable and customary marketing materials to be used in connection with the syndication of the First Lien Term Facility, (d) the hosting, with the Lead Arrangers and appropriate members of senior management of the Borrower (and using your commercially reasonable efforts to cause senior management of the Target to participate), of meetings (or, if you and we shall agree, conference calls in lieu of any such meetings) of prospective Lenders (limited to one “bank meeting”, unless otherwise deemed reasonably necessary by the Lead Arrangers in consultation with you) at times and locations to be mutually agreed, (e) during the Syndication Period (or, if later, until the Closing Date), your ensuring that there is no competing issuance or incurrence of debt for borrowed money by or on behalf of the Borrower or its subsidiaries and your using commercially reasonable efforts to ensure that there are no competing issuances or incurrences of debt for borrowed money by and on behalf of the Target and its subsidiaries announced, offered, placed

or arranged (other than, for the avoidance of doubt, (i) the First Lien Credit Facilities, (ii) borrowings under existing credit facilities of the Target or any direct or indirect parent entity or subsidiary thereof, (iii) indebtedness permitted to be incurred by the Target or any of its subsidiaries and to remain outstanding under the Acquisition Agreement as in effect on the Original Commitment Letter Date (including replacements, extensions and renewals of existing credit facilities or redemptions, repurchases or consent solicitations of outstanding loans of the Target of any direct or indirect parent entity or subsidiary thereof, to the extent permitted to remain outstanding under the Acquisition Agreement as in effect on the Original Commitment Letter Date), (iv) short-term working capital facilities, ordinary course capital leases, purchase money indebtedness, equipment financings, letters of credit, bank guarantees, overdraft facilities and/or surety bonds and (v) certain other indebtedness that the Borrower and the Lead Arrangers reasonably agree may remain outstanding after the Closing Date, in each case, including any replacement, extension and/or renewal of any such indebtedness that matures or will be terminated on or prior to the Closing Date), in each case that would reasonably be expected to materially impair the primary syndication of the First Lien Term Facility and (f) using your commercially reasonable efforts to obtain public corporate credit or public corporate family ratings (but no specific rating in either case), as applicable, of the Borrower and public ratings (but no specific rating) for the First Lien Term Facility from each of Moody’s Investors Service, Inc. (“Moody’s”) and S&P Global Ratings, a subsidiary of S&P Global Inc. (“S&P”) prior to the launch of general syndication. Notwithstanding anything to the contrary contained in this Commitment Letter or the Fee Letter, (A) neither the commencement nor the completion of the syndication of the First Lien Term Facility, nor obtaining ratings for the First Lien Credit Facilities, shall constitute a condition precedent to the availability and initial funding of the First Lien Credit Facilities on the Closing Date, (B) you will not be required to provide any information to the extent that the provision thereof would violate any (I) attorney-client privilege, law, rule or regulation or (II) confidentiality obligation binding on you, the Sponsor, the Borrower, the Target and/or any of your or their respective affiliates or Representatives; provided, that in the event that you do not provide information in reliance on clause (B), you will use commercially reasonable efforts to notify the Commitment Parties that such information is being withheld on such basis (but solely if providing such notice would not violate any attorney client privilege, law, rule, regulation or obligation of confidentiality, as applicable) and (C) the financial statements identified in paragraph 6 of Exhibit C are the only financial statements that will be required in connection with the syndication of the First Lien Term Facility.

The Lead Arrangers, in their capacity as such, will manage, in consultation with you (and subject to your consent rights set forth in this Section 3), all aspects of the syndication of the First Lien Term Facility, including decisions as to the selection of prospective Lenders to be approached (which may not be Disqualified Institutions) and when they will be approached, when the Lenders’ commitments will be accepted, which Lenders will participate, the allocation of the commitments among the Lenders and the amount and distribution of fees among the Lenders.

You acknowledge that in connection with the primary syndication of the First Lien Term Facility, (a) the Lead Arrangers will make available customary marketing materials (the “Information Materials”), including the CIM and a customary lender presentation (the “Lender Presentation”) to the proposed syndicate of Lenders by posting the Information Materials on IntraLinks, SyndTrak or another similar secure electronic system and (b) certain of the prospective Lenders may be “public side” Lenders (i.e., Lenders that have personnel that do not wish to receive material non-public information within the meaning of United States federal and state securities laws, or any material fact or material change within the meaning of applicable Canadian provincial securities laws that has not been generally disclosed, with respect to the Borrower, the Target, their respective subsidiaries, or the respective securities of any of the foregoing or the Acquisition (“MNPI”) (each, a “Public Lender” and, collectively, the “Public Lenders”)). At the request of the Lead Arrangers, you agree to assist and use commercially reasonable efforts to cause the Target to assist us (subject to any applicable limitation on your rights set forth in the Acquisition Agreement) in preparing an additional version of the CIM and Lender Presentation consisting exclusively of information

and documentation with respect to the Borrower, the Target and their respective subsidiaries, the respective securities of any of the foregoing and the Acquisition that consists of information of a type that either (i) is publicly available or (ii) is not or would not be material with respect to the Borrower, the Target and their respective subsidiaries, any of their respective securities or the Acquisition, as determined in good faith by the Borrower, for purposes of United States and Canadian federal and state and provincial and territorial securities laws (the “Public Package” and the information set forth in clauses (i) -(ii), the “Public Information”).

It is understood that, in connection with your assistance described above, customary authorization letters will be included in the CIM that (A) authorize the distribution of the CIM to prospective Lenders, (B) confirm that the Public Package only contains Public Information and (C) contain a “10b-5” customary information representation substantially consistent in form and substance with the information representation set forth in Section 4. The CIM will also contain customary language exculpating you, the Borrower, the Target, the Sponsor and your and their respective affiliates and the Commitment Parties and their respective affiliates, with respect to any liability related to the use of the contents of the CIM, the Lender Presentation and the other Information Materials. You acknowledge and agree that, in addition to the Public Package, the following documents may be distributed to all prospective Lenders (other than Disqualified Institutions), including prospective Public Lenders (except to the extent you notify us in writing to the contrary prior to the date of our intended distribution thereof, which date we will have communicated to you reasonably in advance and provided that you have been given a reasonable opportunity to review such documents and comply with United States Securities and Exchange Commission or Canadian equivalent disclosure obligations or any other applicable disclosure obligations): (w) the Term Sheets, (x) drafts and final definitive documentation with respect to the First Lien Credit Facilities, (y) administrative materials prepared by the Lead Arrangers for prospective Lenders (such as lender meeting invitations, allocations and funding and closing memoranda) and (z) notifications of changes in the terms of the First Lien Credit Facilities. You also agree, at our request, to identify (or, prior to the Closing Date, in the case of information relating to the Target and its subsidiaries, use commercially reasonable efforts to identify) information to be distributed to the Public Lenders by clearly and conspicuously marking the same as “PUBLIC”. Each of the Lead Arrangers hereby agrees that all information that is not specifically identified as “PUBLIC” (including the Projections (as defined below)) shall be treated as being suitable only for posting to Lenders that are not Public Lenders. By marking any document, information or other data “PUBLIC”, you will be deemed to have authorized the Commitment Parties and the Lenders to treat such documents, information or other data as only containing Public Information.

You hereby represent (with respect to Information (as defined below) regarding the Target and its subsidiaries, to your knowledge) that (a) all written information concerning the Borrower and its subsidiaries and the Target and its subsidiaries (other than (i) the financial projections, forecasts, financial estimates, other forward-looking and/or projected information (collectively, the “Projections”), (ii) information of a general economic or industry-specific nature (“Economic and Industry Information”) and/or (iii) third party reports and/or memoranda (“Third Party Materials”) (it being understood that Third Party Materials shall not be deemed to include written information (other than Projections and Economic and Industry Information) on which such Third Party Materials are based to the extent such written information has been otherwise made available to the Commitment Parties by you or by any of your Representatives and is otherwise subject to this clause (a))) that has been or will be made available to any of us by the Borrower or any of its representatives on your behalf in connection with the transactions contemplated hereby (collectively, and excluding for the avoidance of doubt the Projections, Economic and Industry Information and the Third Party Materials, the “Information”), when taken as a whole, does not or will not, when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the

circumstances under which such statements are made (after giving effect to all supplements and updates thereto from time to time) and (b) the Projections have been or will be prepared in good faith based upon assumptions believed by you to be reasonable at the time furnished (it being recognized by the Commitment Parties that (x) such Projections are not to be viewed as facts and are subject to significant uncertainties and contingencies, many of which are beyond your control, (y) no assurance can be given that any particular financial projections will be realized and (z) actual results may differ from projected results and that such differences may be material). You agree that if, at any time prior to the later of the expiration of the Syndication Period and the Closing Date, you become aware that any of the representations in the preceding sentence would be incorrect in any material respect if the Information or the Projections were being furnished and such representations were being made at such time, you will (or prior to the Closing Date with respect to Information and Projections concerning the Target and its subsidiaries, you will, subject to any applicable limitations on your rights set forth in the Acquisition Agreement, use commercially reasonable efforts to) promptly supplement the Information or the Projections, as applicable, so that (prior to the Closing Date, to your knowledge, as it relates to the Target and its subsidiaries) the representations in the preceding sentence remain true in all material respects; provided, that any such supplementation shall cure any breach of such representations. You understand that in arranging and syndicating the First Lien Credit Facilities, we may use and rely on the Information and Projections without independent verification thereof and we do not assume responsibility for the accuracy and completeness of the Information or the Projections. Notwithstanding anything to the contrary contained in this Commitment Letter or the Fee Letter, none of the making of any representation under this Section 4, the provision of any supplement to any Information or the Projections, nor the accuracy of any such representation or supplement shall constitute a condition precedent to the availability and/or initial funding of the First Lien Credit Facilities on the Closing Date.

As consideration for the commitments and agreements of the Commitment Parties hereunder, you agree to pay or cause to be paid the fees described in the Fee Letter on the terms and subject to the conditions (including as to timing and amount) set forth therein.

Notwithstanding anything in this Commitment Letter, the Fee Letter, the First Lien Credit Documentation or any other letter agreement or other undertaking concerning the financing of the transactions contemplated hereby to the contrary, (a) the only representations relating to Holdings, the Borrower, the Target and their respective subsidiaries and their respective businesses, the making and accuracy of which shall be a condition to the availability and initial funding of the First Lien Credit Facilities on the Closing Date shall be (i) such of the representations made by or on behalf of the Target, its subsidiaries or their respective businesses in the Acquisition Agreement as are material to the interests of the Lenders in their capacity as such, but only to the extent that you or your applicable affiliate have the right to terminate your (or its) obligations under the Acquisition Agreement or to decline to consummate the Acquisition as a result of a breach of such representations in the Acquisition Agreement (to such extent, the “Specified Acquisition Agreement Representations”) and (ii) the Specified Representations (as defined below), (b) the terms of the First Lien Credit Documentation shall not impair the availability of the First Lien Credit Facilities on the Closing Date if the conditions set forth on Exhibit C are satisfied (or waived by the Lead Arrangers) (it being understood and agreed that to the extent any Collateral (including the creation or perfection of any security interest) is not or cannot be provided or perfected on the Closing Date (other than, to the extent required under the Term Sheet, (i) the creation and perfection of a lien on Collateral that is of the type where a lien on such Collateral may be perfected by the filing of a financing statement under the Uniform Commercial Code (“UCC”), the registration of a financing statement under the Personal Property Security Act of any applicable Canadian province or territory (“PPSA”) or the filing of a

registration under the Register of Personal and Movable Real Rights (Quebec) (“RPMRR”) and (ii) a pledge of the equity interests of the Borrower and any material Subsidiary Guarantors with respect to which a lien may be perfected on the Closing Date by the delivery of a stock or equivalent certificate (together with a stock power or similar instrument endorsed in blank for the relevant certificate) (other than, in the case of the Target and/or any subsidiary of the Target, with respect to any such certificate that has not been made available to you at least two business days prior to the Closing Date, to the extent you have used commercially reasonable efforts to procure delivery thereof, which may instead be delivered within 90 days after the Closing Date (or such later date as the Agent may reasonably agree)) after your use of commercially reasonable efforts to do so without undue burden or expense, then in each case, the provision and/or perfection of such Collateral shall not constitute a condition precedent to the availability or initial funding of the First Lien Credit Facilities on the Closing Date but may instead be delivered and/or perfected within 90 days (or such later date as the Agent may agree) after the Closing Date pursuant to arrangements to be mutually agreed by the parties hereto acting reasonably and (c) the only conditions (express or implied) to the availability of the First Lien Credit Facilities on the Closing Date are those expressly set forth on Exhibit C, and such conditions shall be subject in all respects to the Certain Funds Provision (as defined below).

For the avoidance of doubt, your compliance with your obligations under this Commitment Letter and/or the Fee Letter, other than your satisfaction (or procurement of a waiver from the Lead Arrangers) of the applicable conditions described on Exhibit C, is not a condition to the availability of the First Lien Credit Facilities on the Closing Date.

For purposes hereof, “Specified Representations”means the representations and warranties set forth in the First Lien Credit Documentation relating to: organizational existence of the Loan Parties; organizational power and authority (as they relate to due authorization, execution, delivery and performance of the First Lien Credit Documentation) of the Loan Parties; due authorization, execution and delivery of the First Lien Credit Documentation by the Loan Parties, and enforceability of the First Lien Credit Documentation against the Loan Parties; solvency as of the Closing Date (after giving effect to the Transactions) of the Borrower and its subsidiaries on a consolidated basis (in form and scope consistent with the solvency certificate to be delivered pursuant to paragraph 1(b) of Exhibit C); no conflicts of the First Lien Credit Documentation (limited to the execution, delivery and performance by the Loan Parties of the First Lien Credit Documentation, the incurrence of indebtedness thereunder and the granting of guarantees and security interests in respect thereof) with the charter documents of the Loan Parties; Federal Reserve margin regulations; the Investment Company Act; PATRIOT Act and the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada); use of proceeds not in violation of OFAC, FCPA or other applicable anti-money laundering laws and anti-terrorism laws; and the creation, validity and perfection of security interests in the Collateral securing the First Lien Credit Facilities (subject in all respects to security interests and liens permitted under the First Lien Credit Documentation and to the Certain Funds Provision).

This Section 6 and the provisions contained herein shall be referred to as the “Certain Funds Provision”.

You agree (a) to indemnify and hold harmless each of the Commitment Parties, their respective affiliates and controlling persons and the respective directors, officers, employees, partners, agents, advisors and other representatives of each of the foregoing (each, a “protected person”) from and against any and all losses, claims, damages and liabilities to which any such protected person may become subject arising out of or in connection with this Commitment Letter, the Original Commitment Letter, the Fee Letter, the Original Fee Letter, the First Lien Credit Facilities, the use of the proceeds thereof and the Transactions or

any claim, litigation, investigation or proceeding relating to any of the foregoing (a “Proceeding”), regardless of whether any protected person is a party thereto or whether such Proceeding is brought by you, any of your affiliates or any third party, and to reimburse each protected person within 30 days following written demand therefor (together with reasonable backup documentation supporting such reimbursement request) for any reasonable and documented legal or other out-of-pocket expenses incurred in connection with investigating or defending any Proceeding (but limited, in the case of legal fees and expenses, to one counsel to such protected persons, taken as a whole, and, solely in the case of a conflict of interest, one additional counsel to all affected protected persons, taken as a whole (and, if reasonably necessary, of one local counsel in any relevant material jurisdiction to all such persons, taken as a whole and, solely in the case of any conflict of interest, one additional local counsel to all affected protected persons, taken as a whole, in each such relevant material jurisdiction)); provided, that the foregoing indemnity will not, as to any protected person, apply to losses, claims, damages, liabilities or related expenses to the extent they arise from (i) the willful misconduct, bad faith or gross negligence of, or material breach of this Commitment Letter, the Fee Letter, the Original Commitment Letter, the Original Fee Letter or the First Lien Credit Documentation by, such protected person (or any of its Related Parties (as defined below)), in each case, as determined by a final non-appealable judgment of a court of competent jurisdiction, or (ii) any dispute solely among protected persons which does not arise out of any act or omission of the Borrower or any of its subsidiaries (other than any Proceeding against any Commitment Party solely in its capacity or in fulfilling its role as an Agent or a Lead Arranger or similar role), and (b) if the Closing Date occurs, to reimburse each Commitment Party on the Closing Date (to the extent an invoice therefor is received at least three business days prior to the Closing Date, or if invoiced after such date, within 30 days following receipt of the relevant invoice), for all reasonable and documented out-of-pocket expenses (including due diligence expenses, but limited, in the case of legal fees and expenses, to (i) the reasonable and documented out-of-pocket fees, charges and disbursements of Milbank LLP acting as legal counsel to the Commitment Parties, taken as a whole and (ii) if reasonably necessary, the fees, charges and disbursements of one local counsel in any relevant material local jurisdiction for all such persons, taken as a whole)), incurred in connection with the First Lien Credit Facilities and any related documentation (including this Commitment Letter, the Original Commitment Letter, the Fee Letter, the Original Fee Letter and the First Lien Credit Documentation).

You acknowledge that we may receive a benefit including without limitation, a discount credit or other accommodation from any such counsel based on the fees such counsel may receive on account of their relationship with us, including without limitation, fees paid pursuant hereto or the Fee Letter.

No protected person or any other party hereto shall be liable for any damages arising from the use by any person (other than such protected person (or its Related Parties) or any other party hereto) of Information or other materials obtained through electronic, telecommunications or other information transmission systems, except to the extent of direct, as opposed to indirect, consequential or punitive, damages arising from the gross negligence, bad faith or willful misconduct of, or material breach of this Commitment Letter, the Fee Letter, the Original Commitment Letter, the Original Fee Letter or the First Lien Credit Documentation by, such protected person (or any of its Related Parties), or such other party hereto, as applicable, in each case, as determined by a final non-appealable judgment of a court of competent jurisdiction. None of the protected persons, Holdings, the Borrower, the Sponsor, the Target or any of their respective affiliates or the respective directors, officers, employees, agents, advisors or other representatives of any of the foregoing shall be liable for any special, indirect, consequential or punitive damages in connection with this Commitment Letter, the Original Commitment Letter, the Fee Letter, the Original Fee Letter or the First Lien Credit Facilities (including the use or intended use of the proceeds of the First Lien Credit Facilities) or the transactions contemplated hereby or thereby; provided, that nothing contained in this sentence shall limit your indemnification obligations hereinabove to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which such protected person is otherwise entitled to indemnification hereunder. You shall not be liable for, and the

indemnity in the preceding paragraph shall not apply with respect to, any settlement of any Proceeding effected by any protected person without your consent (which consent shall not be unreasonably withheld, conditioned or delayed) or any other loss, claim, damage, liability and/or expense incurred in connection therewith, but if any such Proceeding is settled with your written consent, or if there is a final non-appealable judgment of a court of competent jurisdiction against a protected person in any such Proceeding, you agree to indemnify and hold harmless such protected person in the manner set forth above. You shall not, without the prior written consent of the affected protected person (which consent shall not be unreasonably withheld, conditioned or delayed), effect any settlement of any pending or threatened Proceeding against any protected person in respect of which indemnity could have been sought hereunder by such protected person unless such settlement (a) includes an unconditional release of such protected person from all liability or claims that are the subject matter of such Proceeding and (b) does not include any statement as to any admission of fault or culpability. Notwithstanding the foregoing, each protected person shall be obligated to refund or return any and all amounts paid by you under this paragraph to such protected person for any losses, claims, damages, liabilities and expenses to the extent such protected person is found by a final, non-appealable judgment by a court of competent jurisdiction not to be entitled to payment of such amounts in accordance with the terms hereof. For purposes hereof, “Related Party” and “Related Parties” of any person mean any (or all, as the context may require) of such person’s controlled affiliates and controlling persons and its or their respective directors, officers, employees, partners, agents, advisors and other representatives thereof.

Each Commitment Party, together with its respective affiliates (collectively, the “Financing Institutions”), is a full service financial firm and as such from time to time may (a) effect transactions for its own account or the account of customers, and hold long or short positions in debt or equity securities or loans of companies that may be the subject of the transactions contemplated hereby or (b) provide debt financing, equity capital, investment banking, financial advisory services, securities trading, hedging, financing and brokerage activities and financial planning and benefits counseling to other companies in respect of which you, the Sponsor, the Borrower or the Target or any of their respective subsidiaries may have competing interests. You also acknowledge that the Commitment Parties and their respective affiliates have no obligation to use in connection with the transactions contemplated hereby, or to furnish to you, confidential information obtained from other companies or other persons. The Financing Institutions may have economic interests that conflict with your economic interests and those of the Target. You acknowledge and agree that (a)(i) the arrangement and other services described herein regarding the First Lien Credit Facilities are arm’s-length commercial transactions between you and your affiliates, on the one hand, and the Financing Institutions, on the other hand, that do not directly or indirectly give rise to, nor do you rely on, any fiduciary duty on the part of the Commitment Parties, (ii) no Commitment Party has provided any legal, accounting, regulatory or tax advice to you with respect to any of the Transactions by virtue of this Commitment Letter and you are not relying on the Commitment Parties for such advice, (iii) you have consulted your own legal, accounting, regulatory and tax advisors to the extent you have deemed appropriate and you are not relying on the Commitment Parties for such advice, (iv) you are capable of evaluating, and understand and accept, the terms, risks and conditions of the transactions contemplated hereby and (v) you waive, to the fullest extent permitted by law, any claims that you may have against any Financing Institution for breach of fiduciary duty or alleged duty of fiduciary duty arising solely by virtue of this Commitment Letter and agree that, in such capacity, we shall not have any liability (whether direct or indirect) to you in respect of a fiduciary duty claim arising under this Commitment Letter or to any person asserting any such fiduciary claim arising under this Commitment Letter on behalf of or in right or you, including your stockholders, employees or creditors; and (b) in connection with the transactions contemplated hereby, (i) each Financing Institution has been, is, and will be acting solely as a principal and, except as otherwise expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for you or any of your affiliates and (ii) no Financing Institution has

any obligation to you or your affiliates, except those obligations expressly set forth in this Commitment Letter and any other agreement with you or any of your affiliates.

As you know, RBC has been retained by you (or one of your affiliates) as financial advisor (in such capacity, the “Financial Advisor”) in connection with the Acquisition. You agree to such retention, and further agree not to assert any claim you might allege based on any actual or potential conflicts of interest that might be asserted to arise or result from the engagement of the Financial Advisor, on the one hand, and our and our respective affiliates’ relationships with you as described and referred to herein, on the other. Each of the Commitment Parties hereto acknowledges (i) the retention of RBC as the Financial Advisor and (ii) that such relationship does not create any fiduciary duties or fiduciary responsibilities to such Commitment Party on the part of RBC or its affiliates.

This Commitment Letter is entered into on the understanding that neither this Commitment Letter, the Original Commitment Letter, the Fee Letter, nor the Original Fee Letter nor any of their terms or substance shall be disclosed by you, directly or indirectly, to any other person except (a) to you and your subsidiaries, the Sponsor (or any prospective investor) and to your and their respective members, partners, stockholders, directors (or equivalent managers), officers, employees, agents, affiliates, attorneys, accountants, independent auditors and other advisors and those of the Target and its subsidiaries and the Target and its subsidiaries themselves, in each case on a confidential basis (provided, that until after the Closing Date, any disclosure of the Fee Letter, the Original Fee Letter or their respective contents to the Target or its subsidiaries or their respective members, partners, stockholders, directors (or equivalent managers), officers, employees, agents, affiliates, attorneys, accountants, independent auditors or other advisors shall be (i) redacted in respect of (A) the amounts, percentages and basis points of compensation set forth therein and (B) the pricing and other economic terms of the Flex Provisions) set forth therein unless, in either case, the Commitment Parties otherwise consent in writing, which consent shall not be unreasonably withheld or delayed, (ii) used for customary accounting purposes, including accounting for deferred financing costs and/or (iii) reflected in any funds flow memorandum prepared in connection with the closing of the Transactions), (b) in any legal, judicial or administrative proceeding or as otherwise required by applicable law, rule or regulation or as requested by a governmental authority (in which case you agree, (i) to the extent practicable and to the extent practicable and permitted by law, to inform us promptly in advance thereof and (ii) to use commercially reasonable efforts to ensure that any such information so disclosed is accorded confidential treatment), (c) to the extent reasonably necessary or advisable in connection with the exercise of any remedy or enforcement of any right under this Commitment Letter, the Original Commitment Letter, the Original Fee Letter and/or the Fee Letter, (d) the existence of the commitments under this Commitment Letter, the Original Commitment Letter and the existence and contents of the Term Sheet (but not the Fee Letter, the Original Fee Letter or the respective contents thereof, other than the existence thereof and the aggregate amount of the fees payable thereunder and the results of the exercise of any Flex Provision) as part of projections (but without disclosing any specific fees or other economic terms set forth in the Fee Letter or the Original Fee Letter), pro forma information and a generic disclosure of aggregate sources and uses in marketing materials and other disclosures) may be disclosed (i) in any syndication or other marketing materials in connection with the First Lien Credit Facilities and/or (ii) in any proxy statement or similar public filing relating to the Acquisition, (e) the Term Sheets, including the existence and contents thereof, may be disclosed to any rating agency (together with the results of the exercise of any Flex Provision and the aggregate amount of fees payable under the Fee Letter or the Original Fee Letter) as part of projections (but without disclosing any specific fee or other economic term set forth in the Fee Letter or the Original Fee Letter), pro forma information and a generic disclosure of aggregate sources and uses, (f) other than in the case of the Fee Letter or the Original Fee Letter, in connection with any public filing requirement, (g) after the Original Commitment Letter Date, the Term Sheets, including the existence and contents thereof (but not the Fee Letter or the Original Fee Letter), may be disclosed to

any Lender, participant or any prospective Lender, or prospective participant and, in each case, their respective Representatives on a confidential basis, (h) [reserved], (i) the Original Commitment Letter (including the Term Sheet thereto), the Commitment Letter (including the Term Sheet) but not the Original Fee Letter or the Fee Letter may be disclosed to providers of the Permitted Equity on a confidential and need-to-know basis and (j) if the Commitment Parties consent to such proposed disclosure (such consent not to be unreasonably withheld, delayed or conditioned). The foregoing restrictions shall cease to apply in respect of the existence and contents of the Original Commitment Letter, this Commitment Letter (but not in respect of the Fee Letter, the Original Fee Letter and their respective contents) on the earlier of the Closing Date and two years following the Original Commitment Letter Date.

Each Commitment Party, each Lead Arranger and each Initial Lender shall use all information received by them in connection with the Transactions and the related transactions (including any information obtained by them based on a review of any books and records relating to the Borrower or the Target or any of their respective subsidiaries or affiliates) solely for the purposes of providing the services that are the subject of this Commitment Letter and the Original Commitment Letter and shall treat confidentially all such information and the terms and contents of this Commitment Letter, the Original Commitment Letter, the Fee Letter, the Original Fee Letter and the First Lien Credit Documentation and shall not publish, disclose or otherwise divulge such information; provided, that nothing herein shall prevent any Commitment Party from disclosing any such information (a) in the case of the Lead Arrangers, subject to the final proviso of this sentence, to any Lender or participant or prospective Lender or participant (in each case, other than any Disqualified Institution and/or any person to whom you have, at the time of disclosure, affirmatively declined to consent to the syndication, assignment or participation of the First Lien Credit Facilities or any loan or commitment thereunder), (b) to the extent compelled by legal process in, or reasonably necessary to, the (x) defense of such legal, judicial or administrative proceeding or (y) enforcement of its rights under this Commitment Letter or the Fee Letter, in each case, in any legal, judicial or administrative proceeding or otherwise as required by applicable law, rule or regulation (in which case such Commitment Party shall except with respect to any audit or examination conducted by bank accountants or any governmental, regulatory or self-regulatory authority exercising examination or regulatory authority, (i) to the extent practicable and permitted by law, inform you promptly in advance thereof and (ii) use commercially reasonable efforts to ensure that any such information so disclosed is accorded confidential treatment), (c) upon the request or demand of any governmental, regulatory or self-regulatory authority having jurisdiction over such Commitment Party or its affiliates (in which case such Commitment Party shall except with respect to any audit or examination conducted by bank accountants or any governmental, regulatory or self-regulatory authority exercising examination or regulatory authority, (i) to the extent practicable and permitted by law, notify you promptly in advance thereof and (ii) use commercially reasonable efforts to ensure that any such information so disclosed is accorded confidential treatment), (d) to its affiliates and to the members, partners, directors (or equivalent managers), officers, employees, agents, attorneys, accountants, independent auditors or other experts and advisors (collectively, the “Representatives”) of such Commitment Party and such affiliates, in each case, on a “need to know” basis solely in connection with the transactions contemplated hereby and who are informed of the confidential nature of such information and are or have been advised of their obligation to keep information of this type confidential; provided, that such Commitment Party shall be responsible for its affiliates’ and its and their Representatives’ compliance with this paragraph; provided, further, that, unless you otherwise consent, no such disclosure shall be made by any Commitment Party or any of its Representatives to (i) any affiliate or other Representative of such Commitment Party that is a Disqualified Institution (other than any Excluded Party that is a senior employee of a Commitment Party who is required, in accordance with industry regulations or the relevant Commitment Party’s internal policies and procedures, to act in a supervisory capacity and the relevant Commitment Party’s internal, legal, compliance, risk management, credit or investment committee members, so long as such persons do not share any such information with any individual primarily engaged in private equity, venture capital or mezzanine financing activities at the Disqualified Institution itself) and/or (ii) any person that is providing advisory services to the Target in

connection with the Acquisition, (e) to the extent any such information becomes publicly available other than by reason of disclosure by such Commitment Party, its affiliates or its or their respective Representatives in breach of this Commitment Letter, (f) for purposes of establishing a “due diligence” defense, (g) to the extent such information is or was received by such Commitment Party from a third party that is not to its knowledge subject to confidentiality obligations to you, the Sponsor or the Target, (h) subject to the final proviso of this sentence, to any direct or indirect contractual counterparty to any credit default swap or similar derivative product (other than any Disqualified Institution) and (i) subject to your prior approval of the information to be disclosed, to Moody’s or S&P in connection with obtaining a rating for the First Lien Credit Facilities and the Borrower contemplated pursuant to this Commitment Letter and/or the First Lien Credit Documentation, as applicable, on a confidential basis; provided, further, that the disclosure of any such information pursuant to clauses (a) and (h) above shall be made subject to the acknowledgment and acceptance by the relevant recipient that such information is being disseminated on a confidential basis (on substantially the terms set forth in this paragraph or as is otherwise reasonably acceptable to you and the relevant Commitment Party) in accordance with the standard syndication processes of the Lead Arrangers or market standards for dissemination of such type of information, which shall in any event require “click through” or other affirmative action on the part of the recipient to access such confidential information and acknowledge its confidentiality obligations in respect thereof. In addition, each Lead Arranger and each Agent may disclose the existence of the First Lien Credit Facilities and generic information about the First Lien Credit Facilities (and not, for the avoidance of doubt, confidential information regarding the Borrower, the Target or any of their respective subsidiaries or affiliates) to market data collectors and other similar service providers to the lending industry and, in the case of each Agent, to service providers to such Agent in connection with the administration of the First Lien Credit Facilities. The provisions of this paragraph shall automatically terminate on the date that is two years following the Original Commitment Letter Date unless (and only to the extent) earlier superseded by the First Lien Credit Documentation. It is understood and agreed that no Commitment Party may advertise or promote its role in arranging or providing any portion of the First Lien Credit Facilities (including in any newspaper or other periodical, on any website or similar place for dissemination of information on the internet, as part of a “case study” incorporated into promotional materials, in the form of a “tombstone” advertisement or otherwise) without the prior written consent of the Borrower (which consent may be withheld in the Borrower’s sole and absolute discretion). For the avoidance of doubt, in no event shall any disclosure of information referred to above be made to any Disqualified Institution.

This Commitment Letter shall not be assignable by any party hereto (except (x) by you to one or more of your affiliates that is a “shell” company organized under the laws of the United States or Canada, any state thereof or the District of Columbia or any province or territory thereof, controlled, directly or indirectly, by Holdings to effect the consummation of the Acquisition prior to or substantially concurrently with the consummation of the closing of the Acquisition, (y) by us as expressly contemplated pursuant to the following sentence and (z) in connection with any other assignment that occurs as a matter of law pursuant to, or otherwise substantially concurrently with the closing of the Acquisition in accordance with the Acquisition Agreement) without the prior written consent of each other party hereto (and any purported assignment without such consent shall be null and void), is intended to be solely for the benefit of the parties hereto and, to the extent expressly provided in Section 7 , the protected persons, and is not intended to and does not confer any benefits upon, or create any rights in favor of, any person other than the parties hereto and, to the extent expressly provided in Section 7, the protected persons; provided, that Goldman Sachs Bank USA may assign its commitments and agreements hereunder to Goldman Sachs Lending Partners LLC, and vice versa, without the consent of any party hereto. Subject to Section 3, each Commitment Party reserves the right to assign its obligations to its affiliates (other than Disqualified Institutions) or to employ the services of its affiliates and branches (other than Disqualified Institutions) in fulfilling its obligations contemplated hereby and such affiliates and branches shall be entitled to the benefits afforded to, and

subject to the obligations of, such Commitment Party hereunder; provided, that, (a) no Commitment Party shall be relieved of any of its obligations hereunder, including in the event any affiliate or branch through which it performs its obligations fails to perform the same in accordance with the terms hereof, and (b) the applicable Commitment Party shall be responsible for any breach by any of its affiliates or branches of the obligations hereunder; provided, further, that the foregoing clauses (a) and (b) shall not apply to any assignment by Goldman Sachs Bank USA of its commitments and agreements hereunder to Goldman Sachs Lending Partners LLC, and vice versa. This Commitment Letter may not be amended or waived except by an instrument in writing signed by you and each Commitment Party. Any provision of this Commitment Letter that provides for, requires or otherwise contemplates any consent, approval, agreement or determination by the Borrower on or prior to the Closing Date shall be construed as providing for, requiring or otherwise contemplating your consent, approval, agreement or determination (unless you otherwise notify the other parties hereto). This Commitment Letter may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of which, when taken together, shall constitute one agreement. Delivery of an executed signature page of this Commitment Letter by facsimile or other electronic transmission (including “.pdf”, “.tif” or similar format) shall be effective as delivery of a manually executed counterpart hereof. This Commitment Letter and the Fee Letter are the only agreements that have been entered into among us and you with respect to the First Lien Credit Facilities and set forth the entire understanding of the parties with respect hereto and thereto, and supersede all prior agreements and understandings related to the subject matter hereof.

The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Commitment Letter, the Fee Letter and/or any document to be signed in connection with this Commitment Letter and the transactions contemplated hereby shall be deemed to include Electronic Signatures (as defined below), deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be. “Electronic Signatures” means any electronic symbol or process attached to, or associated with, any contract or other record and adopted by a person with the intent to sign, authenticate or accept such contract or record.

This Commitment Letter and the Original Commitment Letter, and any claim, controversy or dispute arising under or related to this Commitment Letter or the Original Commitment Letter, (whether in tort, contract (at law or in equity) or otherwise), shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York; provided, that (a) the interpretation of the definition of “Material Adverse Effect” (as defined in the Acquisition Agreement) (and whether or not a Material Adverse Effect has occurred), (b) the determination of the accuracy of any Specified Acquisition Agreement Representation and whether as a result of any inaccuracy thereof either you or your applicable subsidiary and/or affiliate has the right to terminate its obligations under the Acquisition Agreement or to decline to consummate the Acquisition and (c) the determination of whether the Acquisition has been consummated in accordance with the terms of the Acquisition Agreement and, in any case, claims or disputes arising out of any such interpretation or determination or any aspect thereof shall be governed by and construed in accordance with the laws governing the Acquisition Agreement as applied to the Acquisition Agreement, without giving effect to any choice of law or conflict of law provision or rule of any jurisdiction that would cause the application of the law of any other jurisdiction. EACH OF THE PARTIES HERETO IRREVOCABLY AGREES TO WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHT TO TRIAL BY JURY IN ANY SUIT, ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) RELATED TO OR ARISING OUT OF THE ACQUISITION, THIS COMMITMENT LETTER, THE ORIGINAL COMMITMENT LETTER, THE ORIGINAL FEE LETTER, THE FEE LETTER OR THE PERFORMANCE BY US OR ANY OF OUR AFFILIATES OF THE SERVICES CONTEMPLATED HEREBY.

Each of the parties hereto agrees that each of this Commitment Letter and the Fee Letter is a binding and enforceable agreement with respect to the subject matter contained herein or therein (including an obligation to negotiate the definitive documentation for the First Lien Credit Facilities in good faith); it being acknowledged and agreed that, notwithstanding anything to the contrary contained in this Commitment Letter or the Fee Letter, the commitments to fund the First Lien Credit Facilities on the Closing Date are subject only to the applicable conditions set forth on Exhibit C; provided, that nothing contained in this Commitment Letter obligates you or any of your affiliates to consummate the Acquisition or to draw down any portion of the First Lien Credit Facilities.

Each of the parties hereto irrevocably and unconditionally (a) submits to the exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan in the City of New York (or any appellate court therefrom) over any suit, action or proceeding arising out of or relating to this Commitment Letter, the Original Commitment Letter, the Original Fee Letter or the Fee Letter, (b) agrees that all claims in respect of any such action or proceeding shall be heard and determined in such New York state or, to the extent permitted by law, federal court and (c) agrees that a final, non-appealable judgment in any such action may be enforced in other jurisdictions in any manner provided by law; provided, that with respect to any suit, action or proceeding arising out of or relating to the Acquisition Agreement or the transactions contemplated thereby and which does not involve claims against us or the Lenders or any protected person, this sentence shall not override any jurisdiction provision set forth in the Acquisition Agreement. You and we agree that service of any process, summons, notice or document by registered mail addressed to such person shall be effective service of process against such person for any suit, action or proceeding brought in any such court. Each of the parties hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding has been brought in an inconvenient forum.

Each of the Commitment Parties hereby notifies you that, pursuant to the requirements of the USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into law on October 26, 2001) (the “PATRIOT Act”), the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and the requirements of the beneficial ownership certification required by 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”), it is required to obtain, verify and record information that identifies each Loan Party, which information includes names, addresses, tax identification numbers and other information that will allow each Lender to identify each Loan Party in accordance with the PATRIOT Act, Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and the Beneficial Ownership Regulation. This notice is given in accordance with the requirements of the PATRIOT Act, Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and the Beneficial Ownership Regulation and is effective for the Commitment Parties and each Lender.

The Fee Letter and the indemnification, confidentiality, jurisdiction, governing law, sharing of information, no agency or fiduciary duty, electronic signatures, waiver of jury trial, service of process, venue, information and syndication provisions (including the Flex Provisions) contained herein shall remain in full force and effect regardless of whether the First Lien Credit Documentation is executed and delivered and notwithstanding the termination or expiration of this Commitment Letter or the commitments hereunder; provided, that your obligations under this Commitment Letter (other than your obligations with respect to (a) solely with respect to the First Lien Term Facility, information and the syndication of such First Lien Term Facility, which shall survive with respect to the First Lien Credit Facilities only until the later of the expiration of the Syndication Period and the Closing Date, at which time such obligations shall terminate and be of no further force and effect, and (b) confidentiality of the Fee Letter and the Original Fee Letter and the respective contents thereof) shall automatically terminate and be of no further force and effect (and be superseded by the First Lien Credit Documentation to the extent covered therein) on the Closing Date, and you shall automatically be released from all liability hereunder in connection therewith

at such time. Subject to the preceding sentence, you may terminate this Commitment Letter (in whole or in part) upon written notice to the Initial Lenders at any time.

This Commitment Letter and the Fee Letter shall become effective upon execution and delivery of all such documents by all parties hereto and thereto. In the event that the Closing Date does not occur on or before 11:59 p.m., New York City time, on the earliest of (a) the date that is five business days after the Outside Date (as defined in the Acquisition Agreement as in effect on the Original Commitment Letter Date and after giving effect to any extension thereof), (b) the date of the valid and legally binding termination of the Acquisition Agreement by you or with your written consent in each case prior to the closing of the Acquisition, (c) the Closing Date (but, in the case of this clause (c), only to the extent such date occurs and the Acquisition is consummated without the funding or effectiveness of the First Lien Credit Facilities) and (d) the date you deliver notice of the termination of the commitments under the First Lien Credit Facilities, in which case the commitments hereunder and, if applicable, this Commitment Letter, shall automatically terminate unless we shall, in our sole discretion, agree to an extension in writing; provided, that the termination of any commitment or this Commitment Letter pursuant to this sentence does not prejudice your rights and remedies in respect of any breach or repudiation of this Commitment Letter that occurred prior to any such termination.

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We are pleased to have been given the opportunity to assist you in connection with this important financing.

[Signature Page to Project Neon Debt Commitment Letter]

We are pleased to have been given the opportunity to assist you in connection with this important financing.

[Signature Page to Project Neon Debt Commitment Letter]

We are pleased to have been given the opportunity to assist you in connection with this important financing.

[Signature Page to Project Neon Debt Commitment Letter]

We are pleased to have been given the opportunity to assist you in connection with this important financing.

[Signature Page to Project Neon Debt Commitment Letter]

We are pleased to have been given the opportunity to assist you in connection with this important financing.

[Signature Page to Project Neon Debt Commitment Letter]

We are pleased to have been given the opportunity to assist you in connection with this important financing.

[Signature Page to Project Neon Debt Commitment Letter]

We are pleased to have been given the opportunity to assist you in connection with this important financing.

[Signature Page to Project Neon Debt Commitment Letter]

We are pleased to have been given the opportunity to assist you in connection with this important financing.

[Signature Page to Project Neon Debt Commitment Letter]

We are pleased to have been given the opportunity to assist you in connection with this important financing.

[Signature Page to Project Neon Debt Commitment Letter]

We are pleased to have been given the opportunity to assist you in connection with this important financing.

SIGNATURE PAGE TO DEBT COMMITMENT LETTER (PROJECT NEON)

We are pleased to have been given the opportunity to assist you in connection with this important financing.

[Signature Page to Project Neon Debt Commitment Letter]

We are pleased to have been given the opportunity to assist you in connection with this important financing.

[Signature Page to Project Neon Debt Commitment Letter]

[Signature Page to Project Neon Debt Commitment Letter]

[Signature Page to Project Neon Debt Commitment Letter]

[Signature Page to Project Neon Debt Commitment Letter]

[Signature Page to Project Neon Debt Commitment Letter]

[Signature Page to Project Neon Debt Commitment Letter]

[Signature Page to Project Neon Debt Commitment Letter]

[Signature Page to Project Neon Debt Commitment Letter]

SCHEDULE 1

FIRST LIEN CREDIT FACILITIES COMMITMENTS

[Omitted.]

EXHIBIT A

PROJECT NEON

Transaction Summary

Advent International, L.P. (“Advent” and, together with its controlled affiliates and funds managed or advised by it or its controlled affiliates, collectively, the “Sponsor”), members of management and certain existing equity holders (including their controlled affiliates and funds managed or advised by them or their controlled affiliates) of the Target (as defined below) and/or other investors (which may include one or more of the Sponsor’s limited partners) and, in each case, their newly created “shell” subsidiaries (such management and other investors, together with the Sponsor and any co-investors designated by the Sponsor on or prior to the Closing Date, the “Investors”) intend to directly or indirectly acquire (the “Acquisition”) all of the outstanding equity interests of a company previously identified to the Commitment Parties as “Neon” (the “Target”), all as set forth in that certain Arrangement Agreement, dated as of the Original Commitment Letter Date by and among Canada Bidco (as defined below) and the Target (including the exhibits, schedules and all related documents, the “Acquisition Agreement”). In connection therewith:

(a) The Sponsor has formed, directly or indirectly, (i) Neon Maple Holdings Inc., a newly established Ontario entity (“Holdings”), (ii) Neon Maple US Debt Mergersub Inc., a newly established Delaware entity, which is a direct wholly-owned subsidiary of Holdings (“Merger Sub”) and (iii) Neon Maple Purchaser Inc., a newly established Canadian entity, which is a direct wholly-owned subsidiary of Holdings (“Canada Bidco”).

(b) Canada Bidco has entered into the Acquisition Agreement, pursuant to which, on the Closing Date (as defined below), Canada Bidco will acquire all of the outstanding equity interests of the Target pursuant to a court-approved plan of arrangement under the Canada Business Corporations Act (the “Arrangement”). As part of, or in connection with, the Arrangement, Merger Sub will merge (the “Merger”) with and into PPI Holding US Inc., a Delaware corporation (following consummation of the Merger, the “US Borrower”). No later than three (3) Business Days after the last day on which shares of the Target are listed on the TSX or the NASDAQ, Canada Bidco will amalgamate (the “Amalgamation”) with the Target, Nuvei Technologies Corp. and any other direct wholly owned subsidiary of Canada Bidco that is, at the time of such Amalgamation, a Canadian corporation, with the amalgamated entity resulting from the Amalgamation being Canada Amalco, a Canadian corporation (following consummation of the Amalgamation, the “Canadian Borrower”), a direct wholly-owned subsidiary of Holdings and the direct parent of the US Borrower.

(c) the Investors will make cash (or, in the case of members of management of the Target and/or “rollover” equity investors in the Target, cash or non-cash) equity contributions (collectively, the “Investor Equity Contribution”), directly or indirectly, to Holdings in the form of common equity or other equity (such other equity to be on terms reasonably satisfactory to the Commitment Parties (such form of equity, collectively, “Permitted Equity”)), which in turn will be further contributed to Canada Bidco, which Equity Contribution, when combined with equity of members of management of, and “rollover” investors in, the Target that will be retained, rolled over or converted (collectively, “Rollover Equity”, together with the Investor Equity Contribution, the “Equity Contribution”), will constitute an aggregate amount not less than 35% (the “Minimum Equity Contribution Percentage”) of (i) the aggregate gross proceeds of the First Lien Credit Facilities borrowed on the Closing Date (excluding the proceeds of any loans borrowed thereunder to fund original issue discount (“OID”) or upfront fees as a result of the application of the Flex Provisions (as defined in the Fee Letter) (such OID or upfront fees, collectively, “Flex OID”) or any Transaction Costs (as defined below)) minus (A) the total amount of unrestricted cash and cash equivalents at the Target and its subsidiaries on the Closing Date after the consummation of the Transactions (as defined

A-1

below), (B) all First Lien Revolving Loans drawn on the Closing Date for working capital purposes, (C) all First Lien Revolving Loans drawn on the Closing Date to refinance any borrowings under the revolving credit facility under the Existing Credit Agreement (as defined below) and to backstop or cash collateralize any existing letter of credit, bank guarantee, surety bonds or similar instruments and (ii) the Equity Contribution; provided, that after giving effect to the Transactions (as defined below), the Sponsor will own, directly or indirectly, at least a majority of all of the issued and outstanding voting capital stock of the Target on the Closing Date; provided, further, that to the extent the minimum amount of Equity Contribution required to be made pursuant to the provisions above (the “Minimum Equity Contribution Amount”) exceeds the amount actually required to be made on the Closing Date to consummate the Transactions (the “Required Funded Equity Contribution Amount”) due to the exercise of dissent rights by holders of dissenting shares of the Target, only the Required Funded Equity Contribution Amount shall be funded on the Closing Date, with the difference between the Minimum Equity Contribution Amount and the Funded Equity Contribution Amount funded by the Sponsor on the date on which the payments actually become due (up to the lesser of such difference and the actual amount then due and payable);

(d)  Canadian Bidco and Merger Sub will obtain (i) a $600 million first lien cash flow revolving facility (the “First Lien Revolving Facility”) described in Exhibit B and (ii) a $2,550 million first lien term loan facility (the “First Lien Term Facility” and, together with the First Lien Revolving Facility, the “First Lien Credit Facilities”) described in Exhibit B (as such amount may be increased by the amount of any loans borrowed thereunder to fund Flex OID);

(e)  on the Closing Date, all borrowings under that certain Second Amended and Restated Credit Agreement, dated as of December 19, 2023 by and among Target, certain subsidiaries of Target, the lenders from time to time party thereto and Bank of Montreal, as the administrative agent (as amended from time to time on or prior to the Closing Date, the “Existing Credit Agreement”) shall be repaid and all guarantees and security interest granted in respect thereof shall be released (the “Refinancing”);

(f)  the fees, premiums, expenses and other transaction costs incurred in connection with the Transactions, including any OID and/or upfront fees (the “Transaction Costs”) will be paid;

(g)  the proceeds of the Equity Contribution and the First Lien Credit Facilities funded on the Closing Date (or Permitted Equity issued in lieu of a portion of the First Lien Credit Facilities) will be used to pay the consideration for, and other amounts owing in connection with, the Acquisition under the Acquisition Agreement in accordance with the terms thereof, to effect the Refinancing and to pay all or a portion of the Transaction Costs.

The transactions described above are collectively referred to as the “Transactions”. For purposes of the Commitment Letter and the Fee Letter, “Closing Date” will mean the date of the consummation of the Acquisition and the satisfaction or waiver by the Commitment Parties of the conditions set forth on Exhibit C and the initial funding of the First Lien Term Facility.

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EXHIBIT B

PROJECT NEON

FIRST LIEN CREDIT FACILITIES

SUMMARY OF TERMS

Set forth below is a summary of the principal terms for the First Lien Credit Facilities. Capitalized terms used but not otherwise defined herein will have the meanings assigned to such terms in the Commitment Letter to which this Exhibit B is attached or on Exhibits A or C (including the Annexes hereto and thereto) attached thereto.

PARTIES

B-1

B-2

B-3

TYPES AND AMOUNTS OF FIRST LIEN CREDIT FACILITIES

B-4