Large accelerated filer

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Accelerated filer

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Non-accelerated filer

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Smaller reporting company

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Emerging Growth Company

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Title of Securities

to be Registered

Amount

to be

Registered (1)

Proposed

Maximum

Offering Price

Per Share

Proposed

Maximum

Aggregate

Offering Price

Amount of

Registration Fee (4)

Subordinate Voting Shares

– Reserved for issuance under the Nuvei Corporation Omnibus Incentive Plan

– Pursuant to options outstanding under the Nuvei Corporation Omnibus Incentive Plan

– Pursuant to options outstanding under the Nuvei Corporation Incentive Stock Option Plan

This Registration Statement on Form S-8 (this “Registration Statement”) covers Subordinate Voting Shares (the “Subordinate Voting Shares”), of Nuvei Corporation (the “Registrant”) issuable pursuant to the Nuvei Corporation Omnibus Incentive Plan, effective as of February 3, 2021, and the Nuvei Corporation Incentive Stock Option Plan, effective as of September 22, 2020 (as amended and/or restated from time to time, the “Plans”). Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional Subordinate Voting Shares that become issuable under the Plans by reason of any share dividend, share split or other similar transaction.

Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(h) and 457(c) under the Securities Act on the basis of the average of the high and low prices reported for a Subordinate Voting Share on the Nasdaq Stock Market LLC on October 13, 2021.

Estimated pursuant to Rule 457(h) under the Securities Act, solely for the purpose of computing the registration fee, based on the weighted average exercise price of the options outstanding under the Plans.

Rounded up to the nearest penny in U.S. dollars.

acted honestly and in good faith with a view to the Registrant’s best interests, or the best interests of the other entity for which the individual acted as director or officer or in a similar capacity at the Registrant’s request; and

in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that his or her conduct was lawful.

Exhibit
Number

Signature

Title

Date

/s/ Philip Fayer

Philip Fayer

Chairman and Chief Executive Officer

(Principal Executive Officer)

/s/ David Schwartz

David Schwartz

Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

October 15, 2021

/s/ Michael Hanley

Michael Hanley

October 15, 2021

/s/ David Lewin

David Lewin

October 15, 2021

/s/ Daniela Mielke

Daniela Mielke

October 15, 2021

/s/ Pascal Tremblay

Pascal Tremblay

October 15, 2021

CLASS A COMMON SHARES

Features Specific to this Class of Shares

Series. Subject to Section 1.1.2, the Class A Common Shares will be issued in Series.

Powers of the Board. The Board of Directors may, from time to time, subject to the provisions of the Corporation’s shareholders’ agreement to be entered into in September 2017, as amended from time to time (the “Shareholders Agreement”), provide for the creation and issuance of additional Series of Class A Common Shares and the Board of Directors shall, prior to the issuance of the Class A Common shares of any particular Series:

establish the designation of such Series of Class A Common Shares;

determine the number of Class A Common Shares constituting such Series;

determine, subject to the characteristics applicable to all Class A Common Shares, the rights and restrictions attaching to such Series of shares; and

amend the articles of the Corporation accordingly, in accordance with the Canada Business Corporations Act.

Voting Rights. Holders of Class A Common Shares shall have the right to receive notice of any meeting of shareholders of the Corporation, to attend such meeting and to vote thereat on the basis of the voting rights associated with each Series.

Dividends. Holders of Class A Common Shares shall have the right to receive any dividend declared by the Corporation pari passu with the holders of Class B Common Shares. No Series of Class A Common Shares shall entitle its holders to any dividend or to any cumulative dividends.

Remaining Property. Subject to Section 1.2.1(c) and Section 3.3 as well as the provisions of the Shareholders Agreement, upon the liquidation or dissolution of the Corporation, holders of Class A Common Shares shall have the right to share the remaining property of the Corporation pari passu with the holders of the Class B Common Shares.

Partial Payment. Subject to Section 1.2.1(c), if any amount payable on return of capital and on distribution of assets upon liquidation or dissolution in respect of Class A Common Shares of all Series are not paid in full, the Class A Common Shares of all Series must participate proportionally in respect of such operations, in proportion to the amounts due on each Series.

Priority. Subject to Section 1.2.1(c), no rights, preferences, conditions or restrictions attached to a Series of Class A Common Shares confer a preferential treatment in respect of dividends, return of capital or distributions of assets upon liquidation or dissolution, on a Series of Class A Common Shares over any other Series of Class A Common Shares that are then issued and outstanding.

Features specific to each Series

Class A Common Shares, Series A

Series. In accordance with the rights, privileges, conditions and restrictions provided for in the description of the Class A Common Shares, an unlimited number of Class A Common Shares, Series A are created. In addition to the rights, privileges, conditions and restrictions attaching to the Class A Common Shares, Series A of such shares will carry the rights, privileges, conditions and restrictions set out below in this Section 1.2.1.

Consideration. Class A Common Shares, Series A may only be issued for a consideration payable in money or in property.

Voting Right. Holders of Class A Common Shares, Series A shall have the right to receive notice of any meeting of shareholders of the Corporation, to attend such meeting to vote thereat on the basis of 1.0000001 votes per Class A Common Share, Series A.

Class A Common Shares, Series B

Series. In accordance with the rights, privileges, conditions and restrictions provided for in the description of the Class A Common Shares, an unlimited number of Class A Common Shares, Series B are created. In addition to the rights, privileges, conditions and restrictions attaching to the Class A Common Shares, Series B of such shares will carry the rights, privileges, conditions and restrictions set out below in this Section 1.2.2.

Consideration. Class A Common Shares, Series B may only be issued for a consideration payable in money.

Voting Right. Holders of Class A Common Shares, Series B shall have the right to receive notice of any meeting of shareholders of the Corporation, to attend such meeting and to vote thereat on the basis of one (1) vote per Class A Common Share, Series B.

Class A Common Shares, Series C

Series. In accordance with the rights, privileges, conditions and restrictions provided for in the description of the Class A Common Shares, an unlimited number of Class A Common Shares, Series C are created. In addition to the rights, privileges, conditions and restrictions attaching to the Class A Common Shares, Series C of such shares will carry the rights, privileges, conditions and restrictions set out below in this Section 1.2.3.

Consideration. Class A Common Shares, Series C may only be issued for a consideration payable in money.

Voting Right. Holders of Class A Common Shares, Series C shall have the right to receive notice of any meeting of shareholders of the Corporation, to attend such meeting and to vote thereat on the basis of one (1) per Class A Common Share, Series C.

Right to Exchange Shares. Holders of Class A Common Shares, Series C shall have the right, at any time and in their entire discretion, with respect to all or part of their shares, to exchange their Class A Common Shares, Series C for Class A Common Shares, Series B.

Terms of Exchange. The rate of exchange shall be one (1) Class A Common Share, Series B for each Class A Common Share, Series C which shall be exchanged. In accordance with the provisions of the Canada Business Corporations Act, the Class A Common Shares, Series C so exchanged shall be automatically cancelled and shall automatically become Class A Common Shares, Series B at the date of their exchange and the Corporation shall amend accordingly the stated capital accounts maintained for the Class A Common Shares, Series C and Class A Common Shares, Series B.

Exchange Procedure. Holders of Class A Common Shares, Series C who wish to exchange their shares shall deliver to the registered office of the Corporation a notice in writing indicating the number of Class A Common Shares, Series C which they wish to exchange as well as the date at which such exchange shall take place. This notice shall be sent along with the certificate or certificates representing the Class A Common Shares, Series C which are to be exchanged and shall bear the signature of the person registered in the corporate records as being the holder of these Class A Common Shares, Series C or the signature of its duly authorized representative. Upon receipt of this notice and of the certificate or certificates representing the Class A Common Shares, Series C which are to be exchanged, the Corporation shall draw up a certificate for the Class A common Shares, Series B to be issued as consideration for the exchange.

CLASS B COMMON SHARES

Voting Right

Dividends

Remaining Property

PREFERRED SHARES

Voting Right

Dividends

Reimbursement

Additional Participation

Exchange Right

Right to Exchange Shares

Terms of Exchange

Exchange Procedure

Other changes:

Redesignation of the “preferred shares” as “Class A preferred shares”;

Creation of a new Class of share designated as “Class B preferred shares”, the authorized number of which is 89,239,939 and the rights, privileges, conditions and restrictions of which are described in Schedule A attached to the Articles of Amendment and forming an integral part hereof;

Amendment of the rights, privileges, conditions and restrictions attached to the class A common shares, class B common shares and Class A preferred shares in order to acknowledge the prior rank of the Class B preferred shares upon the dissolution of the Corporation, the partition of its property upon liquidation thereof or the distribution of all or part of its assets among the shareholders and the changes necessary for such amendment shall apply mutatis mutandis to the provisions pertaining to the said shares;

Replacement of the Schedule A attached to the Articles of Incorporation by the Schedule A attached to the Articles of Amendment and forming an integral part hereof.

CLASS A COMMON SHARES

Features Specific to this Class of Shares

Series. Subject to Section 1.1.2, the Class A Common Shares will be issued in Series.

Powers of the Board. The Board of Directors may, from time to time, subject to the provisions of the Corporation’s shareholders’ agreement dated September 21, 2017, as amended from time to time (the “Shareholders Agreement”), and in addition to the various Series created under Section 1.2, provide for the creation and issuance of additional Series of Class A Common Shares and the Board of Directors shall, prior to the issuance of the Class A Common Shares of any such Series:

establish the designation of such Series of Class A Common Shares;

determine the number of Class A Common Shares constituting such Series;

determine, subject to the characteristics applicable to all Class A Common Shares, the rights and restrictions attaching to such Series of shares; and

amend the articles of the Corporation accordingly, in accordance with the Canada Business Corporations Act.

Voting Rights. Holders of Class A Common Shares shall have the right to receive notice of any meeting of shareholders of the Corporation, to attend such meeting and to vote thereat on the basis of the voting rights associated with each Series.

Dividends. Subject to the rights of the holders of Class B Preferred Shares, holders of Class A Common Shares shall have the right to receive any dividend declared by the Corporation pari passu with the holders of Class B Common Shares. No Series of Class A Common Shares shall entitle its holders to any other dividend or to any cumulative dividends.

Remaining Property. Subject to Section 3.3 and Section 4.5 as well as the provisions of the Shareholders Agreement, upon the liquidation or dissolution of the Corporation, holders of Class A Common Shares shall have the right to share the remaining property of the Corporation pari passu with the holders of the Class B Common Shares.

Partial Payment. Subject to Section 3.3 and Section 4.5, if any amount payable on return of capital and on distribution of assets upon liquidation or dissolution in respect of Class A Common Shares of all Series are not paid in full, the Class A Common Shares of all Series must participate proportionally in respect of such operations, in proportion to the amounts due on each Series.

Priority. Subject to Section 3.3 and Section 4.5, no rights, preferences, conditions or restrictions attached to a Series of Class A Common Shares confer a preferential treatment in respect of dividends, return of capital or distribution of assets upon liquidation or dissolution, on a Series of Class A Common Shares over any other Series of Class A Common Shares that are then issued and outstanding.

Features specific to each Series

Class A Common Shares, Series A

Series. In accordance with the rights, privileges, conditions and restrictions provided for in the description of the Class A Common Shares, an unlimited number of Class A Common Shares, Series A are created. In addition to the rights, privileges, conditions and restrictions attaching to the Class A Common Shares, Series A of such shares will carry the rights, privileges, conditions and restrictions set out below in this Section 1.2.1.

Consideration. Class A Common Shares, Series A may only be issued for a consideration payable in money or in property.

Voting Right. Holders of Class A Common Shares, Series A shall have the right to receive notice of any meeting of shareholders of the Corporation, to attend such meeting and to vote thereat on the basis of 1.0000001 votes per Class A Common Share, Series A.

Class A Common Shares, Series B

Series. In accordance with the rights, privileges, conditions and restrictions provided for in the description of the Class A Common Shares, an unlimited number of Class A Common Shares, Series B are created. In addition to the rights, privileges, conditions and restrictions attaching to the Class A Common Shares, Series B of such shares will carry the rights, privileges, conditions and restrictions set out below in this Section 1.2.2.

Consideration. Class A Common Shares, Series B may be only be issued for a consideration payable in money.

Voting Right. Holders of Class A Common Shares, Series B shall have the right to receive notice of any meeting of shareholders of the Corporation, to attend such meeting and to vote thereat on the basis of one (1) vote per Class A Common Share, Series B.

Class A Common Shares, Series C

Series. In accordance with the rights, privileges, conditions and restrictions provided for in the description of the Class A Common Shares, an unlimited number of Class A Common Shares, Series C are created. In addition to the rights, privileges, conditions and restrictions attaching to the Class A Common Shares, Series C of such shares will carry the rights, privileges, conditions and restrictions set out below in this Section 1.2.3.

Consideration. Class A Common Shares, Series C may be only be issued for a consideration payable in money.

Voting Right. Holders of Class A Common Shares, Series C shall have the right to receive notice of any meeting of shareholders of the Corporation, to attend such meeting and to vote thereat on the basis of one (1) vote per Class A Common Share, Series C.

Right to Exchange Shares. Holders of Class A Common Shares, Series C shall have the right, at any time and in their entire discretion, with respect to all or part of their shares, to exchange their Class A Common Shares, Series C for Class A Common Shares, Series B.

Terms of Exchange. The rate of exchange shall be one (1) Class A Common Share, Series B for each Class A Common Share, Series C which shall be exchanged. In accordance with the provisions of the Canada Business Corporations Act, the Class A Common Shares, Series C so exchanged shall be automatically cancelled and shall automatically become Class A Common Shares, Series B at the date of their exchange and the Corporation shall amend accordingly the stated capital accounts maintained for the Class A Common Shares, Series C and Class A Common Shares, Series B.

Exchange Procedure. Holders of Class A Common Shares, Series C who wish to exchange their shares shall deliver to the registered office of the Corporation a notice in writing indicating the number of Class A Common Shares, Series C which they wish to exchange as well as the date at which such exchange shall take place. This notice shall be sent along with the certificate or certificates representing the Class A Common Shares, Series C which are to be exchanged and shall bear the signature of the person registered in the corporate records as being the holder of these Class A Common Shares, Series C or the signature of its duly authorized representative. Upon receipt of this notice and of the certificate or certificates representing the Class A Common Shares, Series C which are to be exchanged, the Corporation shall draw up a certificate for the Class A Common Shares, Series B to be issued as consideration for the exchange.

CLASS B COMMON SHARES

Voting Right

Dividends

Remaining Property

CLASS A PREFERRED SHARES

Voting Right

Dividends

Reimbursement

Additional Participation

Exchange Right

Right to Exchange Shares

Terms of Exchange

Exchange Procedure

CLASS B PREFERRED SHARES

Voting Right

Dividends

Mandatory Redemption by Corporation

on the Class B Redemption Date, the Class B Preferred Shares redeemed shall be cancelled automatically and their holders shall have the right, upon surrender of the duly endorsed certificates representing such shares, to the payment of an amount equal (a) the Class B Adjusted Price, plus (b) all accrued and unpaid dividends thereon (the “Class B Redemption Value”); and

in respect of holders of redeemed Class B Preferred Shares who fail to surrender for cancellation the certificates representing such shares, the Corporation may deposit an amount corresponding to their Class B Redemption Value with the Minister of Finance of the Province of Québec, in accordance with the provisions of the Deposit Act, R.S.Q., c. D-5, or at any other location designated in the notice of redemption, for such holders. The rights of such holders shall be limited to receiving the amount so deposited to their credit upon surrender of the certificates representing the redeemed shares.

Redemption on Demand by Holder

a redemption demand notice is signed by the registered holder of the Class B Preferred Shares and given to the secretary of the Corporation accompanied by the certificates representing the Class B Preferred Shares to be redeemed. The redemption demand notice shall specify the number of Class B Preferred Shares that the holder wishes to have redeemed;

the Corporation shall deliver or send to the holder having requested the redemption of Class B Preferred Shares, no later than on the tenth (10^th ) business day following receipt of the redemption demand notice, a written notice indicating (i) whether the Corporation is able to pay the Class B Redemption Value of all of the Class B Preferred Shares contemplated by the redemption demand notice without breaching any provision of the Canada Business Corporations Act, or (ii) where applicable, the number of Class B Preferred Shares that may be the object of such payment without breaching any provision of the Canada Business Corporations Act (the “Class B Response”);

if the Class B Response states that the Corporation cannot pay for all of the Class B Preferred Shares contemplated by the redemption demand notice, the holder of such Class B Preferred Shares may then, within five (5) business days following receipt of the Class B Response, by means of a written notice delivered to the Corporation, (i) maintain his redemption demand notice for all or part of the shares initially contemplated by the redemption demand notice or (ii) completely withdraw his redemption demand notice (the “Class B Final Decision”). If such a notice is not sent, the holder of the Class B Preferred Shares shall be deemed to have maintained his request for all of the Class B Preferred Shares initially contemplated by the redemption demand notice;

on the twentieth (20^th) business day following receipt of the redemption demand notice of a holder (for the purposes of this Section 4.4, the “Class B Redemption Date”), the Corporation shall redeem the Class B Preferred Shares contemplated by the Class B Final Decision of such holder, and the holder of the said shares shall receive:

payment of any portion of the Class B Redemption Value of the redeemed Class B Preferred Shares that the Corporation can pay without breaching the provisions of the Canada Business Corporations Act; and

a certificate for the remaining Class B Preferred Shares represented by the certificates surrendered to the Corporation pursuant to Section 4.4.1, if the Class B Final Decision of such holder indicates that only a part of his Class B Preferred Shares which are represented by certificate are to be redeemed;

on the Class B Redemption Date:

all Class B Preferred Shares redeemed at the request of a holder shall be irrevocably cancelled, and such holder shall then cease to benefit from the rights attaching thereto, except the right to receive payment of the Class B Redemption Value thereof; and

the issued and paid-up stated capital account for the Class B Preferred Shares shall be deducted in accordance with the Canada Business Corporations Act;

the holder of Class B Preferred Shares that have been redeemed but not entirely paid on the Class B Redemption Date shall be entitled to receive payment of any remaining amount of the Class B Redemption Value of his shares as soon as the Corporation may legally do so. Any balance of payment owing shall accrue interest at the same rate as the Class B Preferred Shares were accruing dividends.

Reimbursement

Additional Participation

Exchange Right

Right to Exchange Shares

Terms of Exchange

Each Class B Preferred Share shall be exchanged for a number of Class A Common Shares determined by dividing the Class B Redemption Value of such Class B Preferred Share by the Fair Market Value (as defined in Section 4.9).

No fractional Class A Common Share shall be issued to a holder upon conversion of the Class B Preferred Shares. Instead, any fractional Class A Common Share to be issued to a holder as a result of the exchange of his Class B Preferred Shares (calculated globally) shall be rounded down to next whole share.

Exchange Procedure

The two initiating holders of Class B Preferred Shares wishing to cause such exchange shall deliver to the registered office of the Corporation a notice in writing (the “Exchange Notice”) indicating such decision.

The Corporation shall deliver or send to all holders of Class B Preferred Shares by mail to the last known address of each holder, no later than on the ninetieth (90^th) business day following receipt of the Exchange Notice, a written notice confirming receipt of the exchange request, including a confirmation of the Fair Market Value as of the date of receipt of the notice and the resulting rate of exchange.

In accordance with the provisions of the Canada Business Corporations Act, the Class B Preferred Shares so exchanged shall be automatically cancelled as at the date of the Exchange Notice and shall automatically become Class A Common Shares in accordance with the provisions of these articles at the date of their exchange and the Corporation shall deduct from the stated capital account maintained for the Class B Preferred Shares the stated capital of all Class B Preferred Shares exchanged immediately before the exchange and add such amount to the stated capital account maintained for the Class A Common Shares. Until such time as the Fair Market Value is determined and the required Class A Common Shares are duly issued, all Distributions (as defined in Section 4.9) in respect of any Class A Common Shares and Class B Common Shares between the date of the Exchange Notice and the date of confirmation of the Fair Market Value and issuance of such Class A Common Shares shall be held in escrow by or on behalf of the Corporation for rateable distribution to the holders of Class A Common Shares and Class B Common Shares after giving effect to such exchange.

Protective Provisions

issue any shares having dividend, liquidity or redemption features more favorable than the terms of the Class B Preferred Shares;

declare or pay, or cause PHC to declare or pay distributions or dividends on any other classes of shares; and

redeem any shares, or cause PHC to redeem any shares, except as may be required to respect the provisions of Sections 5.3(d), 5.3(f) and Article 9 of the Shareholders Agreement.

Interpretation

“Class B Adjusted Price” means the consideration received by the Corporation upon the issuance of Class B Preferred Shares (denominated in the currency in which such consideration was received), less any amount distributed in respect of such shares on a reduction of the stated capital account maintained in respect of the Class B Preferred Shares and subject to adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization in respect of the Class B Preferred Shares.

“Control” (with the terms “Controlling”, “Controlled by” and “under common Control with” having correlative meanings) means (i) in relation to a Person that is a corporation, the ownership, directly or indirectly, of voting securities of such Person carrying more than fifty percent (50%) of the voting rights attaching to all voting securities of such Person and which are sufficient, if exercised, to elect a majority of its board of directors, and (ii) in relation to a Person that is a partnership, limited partnership, business trust or other similar entity, (x) the ownership, directly or indirectly, of voting securities of such Person carrying more than fifty percent (50%) of the voting rights attaching to all voting securities of the Person or (y) the ownership of other interests or the holding of a position (such as trustee) entitling the holder thereof to exercise control and direction over the activities of such Person. For the avoidance of doubt, any voting trustee in respect of voting securities shall be deemed to indirectly own such voting securities.

“Distribution” means any payment on account or in respect of any Class A Common Shares or Class B Common Shares, including any and all amounts paid or payable on account of dividends, including any stock dividends, any purchase, repurchase, redemption or retraction price of any Class A Common Shares or Class B Common Shares, any increase or reduction of capital or any other capital or surplus distribution.

“IPO” means the initial public offering of IPO Shares whereby such IPO Shares become listed on one or more of The Toronto Stock Exchange, The TSX Venture Exchange, the Nasdaq National Market or the New York Stock Exchange, or any other reputable and established stock exchange or organized securities market in the United States or Canada.

“IPO Shares” means any class of shares (including subordinate shares) in the capital of or other interest in the Corporation or a Subsidiary or a successor thereof, at its sole discretion, to be issued or sold to the public in connection with an initial public offering of securities of the Corporation, a Subsidiary or a successor thereof in Canada or in the United States or both.

“Fair Market Value” means the fair market value of a Class A Common Share determined by the Corporation’s independent valuators at the time of receipt of the Exchange Notice (prior to giving effect to such exchange but taking into account the Class B Redemption Value of all outstanding Class B Preferred Shares and determined without regard to any minority or private company discount or premium for controlling interest); provided that in the case of an IPO, the conversion price per share shall be equal to the IPO offering price.

“Person” means any natural person, partnership, limited liability partnership, corporation, joint stock company, trust, unincorporated association, joint venture or other entity or governmental entity, and pronouns have a similarly extended meaning.

“PHC” means Pivotal Holdings Corporation.

“Sale Transaction” means (i) any change in Control of the Corporation, PHC or Nuvei Technologies Corp., or (ii) the direct or indirect sale or transfer of all or substantially all of the assets of the Corporation, PHC or Nuvei Technologies Corp.

“Subsidiary” means any Person which the Corporation Controls.

Other changes:

Creation of a new Series of Class A Common shares designated as “Class A Common shares, Series D”, the authorized number of which is unlimited and the rights, privileges, conditions and restrictions of which are described in Schedule A attached to the Articles of Amendment and forming an integral part hereof;

Amendment of the rights, privileges, conditions and restrictions attached to the Class B Common shares in order to acknowledge the pari passu rank of the Class A Common shares, Series D as regards to the payment of dividends and upon the dissolution of the Corporation, the partition of its property upon liquidation thereof or the distribution of all or part of its assets among the shareholders and the changes necessary for such amendment shall apply mutatis mutandis to the provisions pertaining to the said shares.

Replacement of the Schedule A attached to the Articles of the Corporation by the Schedule A attached to the Articles of Amendment and forming an integral part hereof.

CLASS A COMMON SHARES

Features Specific to this Class of Shares

Series. Subject to Section 1.1.2, the Class A Common Shares will be issued in Series.

Powers of the Board. The Board of Directors may, from time to time, subject to the provisions of the Corporation’s shareholders’ agreement dated September 21, 2017, as amended from time to time (the “Shareholders Agreement”), and in addition to the various Series created under Section 1.2, provide for the creation and issuance of additional Series of Class A Common Shares and the Board of Directors shall, prior to the issuance of the Class A Common Shares of any such Series:

establish the designation of such Series of Class A Common Shares;

determine the number of Class A Common Shares constituting such Series;

determine, subject to the characteristics applicable to all Class A Common Shares, the rights and restrictions attaching to such Series of shares; and

amend the articles of the Corporation accordingly, in accordance with the Canada Business Corporations Act.

Voting Rights. Holders of Class A Common Shares shall have the right to receive notice of any meeting of shareholders of the Corporation, to attend such meeting and to vote thereat on the basis of the voting rights associated with each Series.

Dividends. Subject to the rights of the holders of Class B Preferred Shares, holders of Class A Common Shares shall have the right to receive any dividend declared by the Corporation pari passu with the holders of Class B Common Shares. No Series of Class A Common Shares shall entitle its holders to any other dividend or to any cumulative dividends.

Remaining Property. Subject to Section 3.3 and Section 4.5 as well as the provisions of the Shareholders Agreement, upon the liquidation or dissolution of the Corporation, holders of Class A Common Shares shall have the right to share the remaining property of the Corporation pari passu with the holders of the Class B Common Shares.

Partial Payment. Subject to Section 3.3 and Section 4.5, if any amount payable on return of capital and on distribution of assets upon liquidation or dissolution in respect of Class A Common Shares of all Series are not paid in full, the Class A Common Shares of all Series must participate proportionally in respect of such operations, in proportion to the amounts due on each Series.

Priority. Subject to Section 3.3 and Section 4.5, no rights, preferences, conditions or restrictions attached to a Series of Class A Common Shares confer a preferential treatment in respect of dividends, return of capital or distribution of assets upon liquidation or dissolution, on a Series of Class A Common Shares over any other Series of Class A Common Shares that are then issued and outstanding.

Features specific to each Series

Class A Common Shares, Series A

Series. In accordance with the rights, privileges, conditions and restrictions provided for in the description of the Class A Common Shares, an unlimited number of Class A Common Shares, Series A are created. In addition to the rights, privileges, conditions and restrictions attaching to the Class A Common Shares, Series A of such shares will carry the rights, privileges, conditions and restrictions set out below in this Section 1.2.1.

Consideration. Class A Common Shares, Series A may only be issued for a consideration payable in money or in property.

Voting Right. Holders of Class A Common Shares, Series A shall have the right to receive notice of any meeting of shareholders of the Corporation, to attend such meeting and to vote thereat on the basis of 1.0000001 votes per Class A Common Share, Series A.

Class A Common Shares, Series B

Series. In accordance with the rights, privileges, conditions and restrictions provided for in the description of the Class A Common Shares, an unlimited number of Class A Common Shares, Series B are created. In addition to the rights, privileges, conditions and restrictions attaching to the Class A Common Shares, Series B of such shares will carry the rights, privileges, conditions and restrictions set out below in this Section 1.2.2.

Consideration. Class A Common Shares, Series B may only be issued for a consideration payable in money or in property.

Voting Right. Holders of Class A Common Shares, Series B shall have the right to receive notice of any meeting of shareholders of the Corporation, to attend such meeting and to vote thereat on the basis of one (1) vote per Class A Common Share, Series B.

Class A Common Shares, Series C

Series. In accordance with the rights, privileges, conditions and restrictions provided for in the description of the Class A Common Shares, an unlimited number of Class A Common Shares, Series C are created. In addition to the rights, privileges, conditions and restrictions attaching to the Class A Common Shares, Series C of such shares will carry the rights, privileges, conditions and restrictions set out below in this Section 1.2.3.

Consideration. Class A Common Shares, Series C may only be issued for a consideration payable in money or in property.

Voting Right. Holders of Class A Common Shares, Series C shall have the right to receive notice of any meeting of shareholders of the Corporation, to attend such meeting and to vote thereat on the basis of one (1) vote per Class A Common Share, Series C.

Right to Exchange Shares. Holders of Class A Common Shares, Series C shall have the right, at any time and in their entire discretion, with respect to all or part of their shares, to exchange their Class A Common Shares, Series C for Class A Common Shares, Series B.

Terms of Exchange. The rate of exchange shall be one (1) Class A Common Share, Series B for each Class A Common Share, Series C which shall be exchanged. In accordance with the provisions of the Canada Business Corporations Act, the Class A Common Shares, Series C so exchanged shall be automatically cancelled and shall automatically become Class A Common Shares, Series B at the date of their exchange and the Corporation shall amend accordingly the stated capital accounts maintained for the Class A Common Shares, Series C and Class A Common Shares, Series B.

Exchange Procedure. Holders of Class A Common Shares, Series C who wish to exchange their shares shall deliver to the registered office of the Corporation a notice in writing indicating the number of Class A Common Shares, Series C which they wish to exchange as well as the date at which such exchange shall take place. This notice shall be sent along with the certificate or certificates representing the Class A Common Shares, Series C which are to be exchanged and shall bear the signature of the person registered in the corporate records as being the holder of these Class A Common Shares, Series C or the signature of its duly authorized representative. Upon receipt of this notice and of the certificate or certificates representing the Class A Common Shares, Series C which are to be exchanged, the Corporation shall draw up a certificate for the Class A Common Shares, Series B to be issued as consideration for the exchange.

Class A Common Shares, Series D

Series. In accordance with the rights, privileges, conditions and restrictions provided for in the description of the Class A Common Shares, an unlimited number of Class A Common Shares, Series D are created. In addition to the rights, privileges, conditions and restrictions attaching to the Class A Common Shares, Series D of such shares will carry the rights, privileges, conditions and restrictions set out below in this Section 1.2.4.

Consideration. Class A Common Shares, Series D may only be issued for a consideration payable in money or in property.

Voting Right. Holders of Class A Common Shares, Series D shall have the right to receive notice of any meeting of shareholders of the Corporation, to attend such meeting and to vote thereat on the basis of 1.0000002 votes per Class A Common Share, Series D.

CLASS B COMMON SHARES

Voting Right

Dividends

Remaining Property

CLASS A PREFERRED SHARES

Voting Right

Dividends

Reimbursement

Additional Participation

Exchange Right

Right to Exchange Shares

Terms of Exchange

Exchange Procedure

CLASS B PREFERRED SHARES

Voting Right

Dividends

Mandatory Redemption by Corporation

on the Class B Redemption Date, the Class B Preferred Shares redeemed shall be cancelled automatically and their holders shall have the right, upon surrender of the duly endorsed certificates representing such shares, to the payment of an amount equal (a) the Class B Adjusted Price, plus (b) all accrued and unpaid dividends thereon (the “Class B Redemption Value”); and

in respect of holders of redeemed Class B Preferred Shares who fail to surrender for cancellation the certificates representing such shares, the Corporation may deposit an amount corresponding to their Class B Redemption Value with the Minister of Finance of the Province of Québec, in accordance with the provisions of the Deposit Act, R.S.Q., c. D-5, or at any other location designated in the notice of redemption, for such holders. The rights of such holders shall be limited to receiving the amount so deposited to their credit upon surrender of the certificates representing the redeemed shares.

Redemption on Demand by Holder

a redemption demand notice is signed by the registered holder of the Class B Preferred Shares and given to the secretary of the Corporation accompanied by the certificates representing the Class B Preferred Shares to be redeemed. The redemption demand notice shall specify the number of Class B Preferred Shares that the holder wishes to have redeemed;

the Corporation shall deliver or send to the holder having requested the redemption of Class B Preferred Shares, no later than on the tenth (10th) business day following receipt of the redemption demand notice, a written notice indicating (i) whether the Corporation is able to pay the Class B Redemption Value of all of the Class B Preferred Shares contemplated by the redemption demand notice without breaching any provision of the Canada Business Corporations Act, or (ii) where applicable, the number of Class B Preferred Shares that may be the object of such payment without breaching any provision of the Canada Business Corporations Act (the “Class B Response”);

if the Class B Response states that the Corporation cannot pay for all of the Class B Preferred Shares contemplated by the redemption demand notice, the holder of such Class B Preferred Shares may then, within five (5) business days following receipt of the Class B Response, by means of a written notice delivered to the Corporation, (i) maintain his redemption demand notice for all or part of the shares initially contemplated by the redemption demand notice or (ii) completely withdraw his redemption demand notice (the “Class B Final Decision”). If such a notice is not sent, the holder of the Class B Preferred Shares shall be deemed to have maintained his request for all of the Class B Preferred Shares initially contemplated by the redemption demand notice;

on the twentieth (20^th ) business day following receipt of the redemption demand notice of a holder (for the purposes of this Section 4.4, the “Class B Redemption Date”), the Corporation shall redeem the Class B Preferred Shares contemplated by the Class B Final Decision of such holder, and the holder of the said shares shall receive:

payment of any portion of the Class B Redemption Value of the redeemed Class B Preferred Shares that the Corporation can pay without breaching the provisions of the Canada Business Corporations Act; and

a certificate for the remaining Class B Preferred Shares represented by the certificates surrendered to the Corporation pursuant to Section 4.4.1, if the Class B Final Decision of such holder indicates that only a part of his Class B Preferred Shares which are represented by certificate are to be redeemed;

on the Class B Redemption Date:

all Class B Preferred Shares redeemed at the request of a holder shall be irrevocably cancelled, and such holder shall then cease to benefit from the rights attaching thereto, except the right to receive payment of the Class B Redemption Value thereof; and

the issued and paid-up stated capital account for the Class B Preferred Shares shall be deducted in accordance with the Canada Business Corporations Act;

the holder of Class B Preferred Shares that have been redeemed but not entirely paid on the Class B Redemption Date shall be entitled to receive payment of any remaining amount of the Class B Redemption Value of his shares as soon as the Corporation may legally do so. Any balance of payment owing shall accrue interest at the same rate as the Class B Preferred Shares were accruing dividends.

Reimbursement

Additional Participation

Exchange Right

Right to Exchange Shares

Terms of Exchange

Each Class B Preferred Share shall be exchanged for a number of Class A Common Shares determined by dividing the Class B Redemption Value of such Class B Preferred Share by the Fair Market Value (as defined in Section 4.9).

No fractional Class A Common Share shall be issued to a holder upon conversion of the Class B Preferred Shares. Instead, any fractional Class A Common Share to be issued to a holder as a result of the exchange of his Class B Preferred Shares (calculated globally) shall be rounded down to next whole share.

Exchange Procedure

The two initiating holders of Class B Preferred Shares wishing to cause such exchange shall deliver to the registered office of the Corporation a notice in writing (the “Exchange Notice”) indicating such decision.

The Corporation shall deliver or send to all holders of Class B Preferred Shares by mail to the last known address of each holder, no later than on the ninetieth (90th) business day following receipt of the Exchange Notice, a written notice confirming receipt of the exchange request, including a confirmation of the Fair Market Value as of the date of receipt of the notice and the resulting rate of exchange.

In accordance with the provisions of the Canada Business Corporations Act, the Class B Preferred Shares so exchanged shall be automatically cancelled as at the date of the Exchange Notice and shall automatically become Class A Common Shares in accordance with the provisions of these articles at the date of their exchange and the Corporation shall deduct from the stated capital account maintained for the Class B Preferred Shares the stated capital of all Class B Preferred Shares exchanged immediately before the exchange and add such amount to the stated capital account maintained for the Class A Common Shares. Until such time as the Fair Market Value is determined and the required Class A Common Shares are duly issued, all Distributions (as defined in Section 4.9) in respect of any Class A Common Shares and Class B Common Shares between the date of the Exchange Notice and the date of confirmation of the Fair Market Value and issuance of such Class A Common Shares shall be held in escrow by or on behalf of the Corporation for rateable distribution to the holders of Class A Common Shares and Class B Common Shares after giving effect to such exchange.

Protective Provisions

issue any shares having dividend, liquidity or redemption features more favorable than the terms of the Class B Preferred Shares;

declare or pay, or cause PHC to declare or pay distributions or dividends on any other classes of shares; and

redeem any shares, or cause PHC to redeem any shares, except as may be required to respect the provisions of Sections 5.3(d), 5.3(f) and Article 9 of the Shareholders Agreement.

Interpretation

“Class B Adjusted Price” means the consideration received by the Corporation upon the issuance of Class B Preferred Shares (denominated in the currency in which such consideration was received), less any amount distributed in respect of such shares on a reduction of the stated capital account maintained in respect of the Class B Preferred Shares and subject to adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization in respect of the Class B Preferred Shares.

“Control” (with the terms “Controlling”, “Controlled by” and “under common Control with” having correlative meanings) means (i) in relation to a Person that is a corporation, the ownership, directly or indirectly, of voting securities of such Person carrying more than fifty percent (50%) of the voting rights attaching to all voting securities of such Person and which are sufficient, if exercised, to elect a majority of its board of directors, and (ii) in relation to a Person that is a partnership, limited partnership, business trust or other similar entity, (x) the ownership, directly or indirectly, of voting securities of such Person carrying more than fifty percent (50%) of the voting rights attaching to all voting securities of the Person or (y) the ownership of other interests or the holding of a position (such as trustee) entitling the holder thereof to exercise control and direction over the activities of such Person. For the avoidance of doubt, any voting trustee in respect of voting securities shall be deemed to indirectly own such voting securities.

“Distribution” means any payment on account or in respect of any Class A Common Shares or Class B Common Shares, including any and all amounts paid or payable on account of dividends, including any stock dividends, any purchase, repurchase, redemption or retraction price of any Class A Common Shares or Class B Common Shares, any increase or reduction of capital or any other capital or surplus distribution.

“IPO” means the initial public offering of IPO Shares whereby such IPO Shares become listed on one or more of The Toronto Stock Exchange, The TSX Venture Exchange, the Nasdaq National Market or the New York Stock Exchange, or any other reputable and established stock exchange or organized securities market in the United States or Canada.

“IPO Shares” means any class of shares (including subordinate shares) in the capital of or other interest in the Corporation or a Subsidiary or a successor thereof, at its sole discretion, to be issued or sold to the public in connection with an initial public offering of securities of the Corporation, a Subsidiary or a successor thereof in Canada or in the United States or both.

“Fair Market Value” means the fair market value of a Class A Common Share determined by the Corporation’s independent valuators at the time of receipt of the Exchange Notice (prior to giving effect to such exchange but taking into account the Class B Redemption Value of all outstanding Class B Preferred Shares and determined without regard to any minority or private company discount or premium for controlling interest); provided that in the case of an IPO, the conversion price per share shall be equal to the IPO offering price.

“Person” means any natural person, partnership, limited liability partnership, corporation, joint stock company, trust, unincorporated association, joint venture or other entity or governmental entity, and pronouns have a similarly extended meaning.

“PHC” means Pivotal Holdings Corporation.

“Sale Transaction” means (i) any change in Control of the Corporation, PHC or Nuvei Technologies Corp., or (ii) the direct or indirect sale or transfer of all or substantially all of the assets of the Corporation, PHC or Nuvei Technologies Corp.

“Subsidiary” means any Person which the Corporation Controls.

INTERPRETATION

Definitions. For the purposes of this By-law, unless otherwise provided:

Conflict with the Articles. In the event of conflict between the provisions of this By-law and those of the Articles, the latter shall prevail.

BUSINESS OF THE CORPORATION

Registered Office. The registered office of the Corporation is situated in the Province specified in the Articles, at such address as the Board may determine.

Corporate Seal. The Corporation may, but need not, adopt one or more corporate seals which shall be such as the Board may approve by resolution from time to time.

Financial Year. The financial year of the Corporation shall end on such date in each year as shall be determined from time to time by the Board.

SHAREHOLDERS

Annual Meeting. The annual meeting of the shareholders of the Corporation shall be held on such date each year and at such time as may be fixed by the Board in accordance with the Act.

Special Meetings. Special meetings of the shareholders may be called at any time as determined by the Board and shall be called by the Board when required by one or more shareholders holding no less than 5% of the outstanding voting shares in accordance with the Act.

Place of Meetings. Meetings of the shareholders shall be held at the registered office of the Corporation or at any other place in Canada that may be fixed by the Board. Meetings of the shareholders may also be held at a place outside Canada specified in the Articles.

Notice of Meetings. Notice of each meeting of the shareholders shall be sent to the shareholders entitled to vote thereat, the directors and the auditor not less than 10 days (or 21 days if the Corporation is a distributing corporation) and not more than 60 days prior to the date fixed for the meeting. If such notice is delivered personally or mailed, it shall be directed to the last address of the intended recipient as shown in the records of the Corporation or its agent. The signature to any notice of meeting may be written, stamped, typewritten, printed or otherwise mechanically reproduced thereon.

Meeting Chairperson and Secretary. The Chair of the Board, or such other person as may from time to time be appointed for that purpose by the Board, shall preside at meetings of shareholders. The Secretary, or such other person as may be appointed for that purpose by the chairperson of the meeting, shall act as secretary of the meeting.

Quorum. Two or more persons present in person or represented by proxy and holding not less than 25% of the aggregate number of votes attached to all the voting shares for such meeting shall constitute a quorum at an annual or special meeting of the shareholders, regardless of the actual number of persons actually present.

Proxy. Shareholders may be represented and vote by proxy. A proxyholder need not be a shareholder of the Corporation and may serve as proxyholder for several shareholders.

Participation by Telephone or Electronic Means. Any person entitled to attend a meeting of shareholders may participate in the meeting using means permitting all participants to communicate adequately with each other, if the Corporation makes available such a communication facility, in particular, telephonic or electronic means. A person participating in a meeting by such means is deemed to be present at the meeting. The Board may determine that the meeting shall be held entirely by means permitting all participants to communicate adequately with each other, in particular, by telephonic or electronic means.

Voting. Unless a ballot is ordered or requested, the vote shall be taken by a show of hands. In such case, the shareholders or their proxyholders shall vote by raising their hands, and the number of votes shall be calculated in accordance with the number of raised hands.

Procedure at Meetings. The chairperson of any meeting of shareholders shall preside over its deliberations and ensure its orderly conduct. The chairperson has all powers necessary to ensure that the meeting is able to effectively conduct the business for which it was called. To this end, the chairperson shall determine and conduct the procedure in all respects, and his or her decisions, including those pertaining to the validity or invalidity of proxies, shall be conclusive and binding. Everyone attending the meeting, whether or not a shareholder, must comply with the instructions of the chairperson.

Scrutineers. The chairperson at any meeting of shareholders may appoint scrutineers (who may but need not be directors, officers, employees, or shareholders of the Corporation), who shall act in accordance with the directives of the chairperson.

BOARD OF DIRECTORS

Number. The Corporation shall be managed by a Board composed of the fixed number of directors indicated in its Articles. If the Articles establish a minimum and a maximum number of directors, the Board shall be composed of the fixed number of directors established by resolution passed by the Board or, failing this, selected by the shareholders within such limits.

Board Meetings. Meetings of the Board may be called by or by order of the Chair of the Board, if any, the President or any two directors and may be held anywhere in or outside Canada.

Place of Meetings. Meetings of the Board may be held anywhere in or outside Canada.

Notice of Meetings. Notice of a meeting shall be sent to the directors no less than two days prior to the date fixed for the meeting. Every year, immediately after the annual meeting of the shareholders, a meeting of the new directors present shall be held without further notice if they constitute a quorum, to elect or appoint the officers of the Corporation and consider, deal with and dispose of any other matter. Decisions made during the course of a meeting of the Board shall be valid notwithstanding any irregularity, thereafter discovered, in the calling of the meeting of the Board.

Meeting Chairperson and Secretary. Meetings of the Board shall be chaired by the Chair of the Board, if any, or, failing him, by the Lead Director, if any, or, failing him, by the President if he is a director. The Secretary shall act as secretary of the meetings. The directors present at a meeting may nevertheless appoint any other person as chairperson or secretary of such meeting.

Quorum. A majority of the directors in office shall constitute a quorum for a meeting of the Board. A quorum shall be present for the entire duration of the meeting.

Participation by Telephone or Electronic Means. Directors may, if all are in agreement, participate in a Board meeting using means permitting all participants to communicate adequately with each other, in particular, by telephonic or electronic means. A director participating in the meeting by such means shall be deemed to have been present at that meeting. A telephonic or electronic vote is deemed to have been given by show of hands or by ballot, as the case may be.

Voting. Each director shall be entitled to one vote and all matters shall be decided by the majority of the votes cast. The vote shall be taken by a show of hands unless the chairperson orders or a director requests a ballot, in which case the vote shall be taken by ballot. If the vote is taken by ballot, the secretary shall act as scrutineer and count the ballots. The fact of having voted by ballot shall not deprive a director of the right to express his dissidence in respect of the resolution concerned and to cause such dissidence to be entered. Voting by proxy shall not be permitted. The chairperson shall have no casting vote in the case of an equality of votes.

Procedure. The chairperson ensures that the meeting is conducted smoothly and submits to the Board the motions on which a vote is to be taken and generally conducts the procedure thereat in all respects, in which regard his decision shall be final and binding on all the directors. At the request of the chairperson or any director, a director who has an interest in a contract with the Corporation and is prohibited by the Act to vote on the contract shall leave the meeting while the Board discusses and votes on the contract concerned.

Signed Resolution. A resolution in writing, signed by all the directors entitled to vote on that resolution at a meeting of directors, shall be as valid as if it had been passed at a meeting of directors. A copy of each signed resolution shall be kept with the minutes of the proceedings of the directors.

COMMITTEES AND OFFICERS

Committees. The Board may, by resolution, appoint any committee that it may deem fit. Subject to the provisions of the Act and except as otherwise provided by the Board, each such committee shall have the power to fix its quorum (which quorum shall consist of no less than a majority of its members) to appoint its own Chair and to determine its own procedures.

Officers. The Board may, by resolution, appoint all officers it deems appropriate and, subject to the provisions of the Act, determine their powers, functions and duties. The same person may hold more than one office.

INDEMNIFICATION

Indemnity. Subject to the limitations provided by the Act, the Corporation shall indemnify a director or officer of the Corporation, a former director or officer of the Corporation or a person who acts or acted at the Corporation’s request as a director or officer, or a person acting in a similar capacity, of another entity, and his or her heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him in respect of any civil, criminal, administrative or investigative or other proceeding in which he or she is involved by reason of being or having been a director or officer of the Corporation or as a director or officer, or a person acting in a similar capacity, of such entity, if:

he or she acted honestly and in good faith with a view to the best interests of the Corporation or, as the case may be, the entity; and

in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he or she had reasonable grounds for believing that his or her conduct was lawful.

Insurance. The Corporation may purchase and maintain insurance for the benefit of any person referred to in Section 6.1 against such liability as the Board may from time to time determine, and as permitted by the Act.

Reimbursement and advance of costs. Subject to a contract specifying and restraining this obligation, the Corporation shall reimburse the director, officer and any other agent for the reasonable and necessary costs paid by him or her during the execution of his duties. This reimbursement shall be done after the presentation of all relevant documents. Moreover, subject to the limitations provided by the Act, the Corporation shall, upon request, advance moneys to such individual for the costs, charges and expenses referred to in Section 6.1, and the individual must repay the moneys if he or she does not fulfil the conditions set out in Section 6.1.

SHARE CAPITAL

Issue of Shares. Subject to all provisions contained in the Articles or in a unanimous shareholders agreement limiting the allocation or issue of shares in the share capital of the Corporation, the directors may accept subscriptions for, allot, distribute, issue, in whole or in part, the unissued shares of the Corporation, grant options thereon or otherwise dispose thereof to any person, corporation, company, body corporate or other entity, upon the conditions and for the lawful consideration in compliance with the Articles and the Act which is determined by the directors, without any requirement to offer such unissued shares to persons who are already shareholders rateably to the shares held by them.

Securities Register. A central securities register shall be maintained by the Corporation or its agent at the registered office or at any other place in Canada designated by the directors. The directors may from time to time provide that one or more branch securities registers shall be maintained at such places within Canada or elsewhere as may be designated by a resolution and may appoint one or more agents to maintain the same and to effect and record therein transfers of shares of the capital stock of the Corporation. Such an agent may be designated as transfer agent or registrar according to their functions and one person may be designated as both registrar and transfer agent.

Share Certificates. Subject to the Act and applicable laws, share certificates, if required, will be in the form that the Board approves from time to time or that the Corporation adopts.

Lost or Destroyed Certificates. The Board may, upon conditions it shall establish, direct that one or more new certificates of shares may be issued to replace any certificate or certificates of shares theretofore issued by the Corporation that have been worn out, lost, stolen, or destroyed, and the Board, when authorizing the issuance of such new certificate or certificates, may, in its discretion, and as a condition precedent thereto, require the owner of the worn-out, lost, stolen or destroyed certificate or certificates or his legal representatives to give to the Corporation and/or its agent, a bond in such sum as it may direct, as indemnity against any claim that may be made against them for or in respect of the shares represented by such certificates alleged to have been worn out, lost, stolen or destroyed.

DIVIDENDS AND OTHER PAYMENTS

Dividends. The Board may, periodically and in compliance with the law, declare and pay dividends to the shareholders, in accordance with their respective rights.

Payment. Any cash dividend or other payment to shareholders will be paid by cheque or by electronic means or by such other method as the directors may determine.

BORROWING AND SECURITY

Borrowing Power. (1) Without limiting the borrowing powers of the Corporation as set forth in the Act, but subject to the Articles, the Board may from time to time on behalf of the Corporation, without authorization of the shareholders:

borrow money upon the credit of the Corporation;

issue, reissue, sell or pledge bonds, debentures, notes or other debt obligations or guarantees of the Corporation, whether secured or unsecured;

give, directly or indirectly, financial assistance to any person by means of a loan, a guarantee on behalf of the Corporation to secure performance of any present or future indebtedness, liability or obligation of any person, or otherwise; and

mortgage, hypothecate, pledge or otherwise create a security interest in all or any currently owned or subsequently acquired real or personal, movable or immovable, property of the Corporation, including, without limitation, accounts, rights, powers, franchises and undertakings to secure any such bonds, debentures, notes or other debt obligations or guarantees or any other present or future indebtedness, liability or obligation of the Corporation.

Delegation. Subject to the Act and the Articles, the Board may from time to time delegate to a committee of the Board, a Director or an officer of the Corporation or any other person as may be designated by the Board all or any of the powers conferred on the Board by Section 9.1 or by the Act to such extent and in such manner as the Board may determine at the time of such delegation

REPRESENTATION

Judicial Proceedings. Each of the President, the Secretary, any Vice-President and, with the authorization of the Board, any other officer, employee or person shall be authorized and empowered to answer for the Corporation to all writs, orders or examinations upon articulated facts issued by any court and to declare for and on behalf of the Corporation any answer to writs of attachment by way of garnishment in which the Corporation is garnishee and to sign all affidavits and sworn declarations in connection therewith or any and all judicial proceedings to which the Corporation is a party and to make demands for assignment of property or petition for winding-up or receivership orders upon any debtor of the Corporation and to attend and vote at all meetings of creditors of the Corporation’s debtors and grant proxies in connection therewith.

Representation at Meetings. Each of the President, the Secretary, any Vice-President and, with the authorization of the Board, any other officer, employee or person shall be authorized and empowered to represent the Corporation and attend and vote at any and all meetings of shareholders or members of any entity in which the Corporation holds shares or is otherwise interested, and any action taken or vote cast by them at any such meeting shall be deemed to be the act or vote of the Corporation.

Signature of Documents. Contracts, documents, written acts, including discharges and releases, requiring the signature of the Corporation may be validly executed by the President and hence be binding on the Corporation. The Board may also authorize and empower any other officer, employee or person to execute, alone or in conjunction with one or more other persons, and to deliver on behalf of the Corporation all contracts, documents and written acts, and such authorization may be given by resolution in general or specific terms.

Declarations in the Register. Any director or officer having ceased to hold such office as a result of his or her resignation, removal or otherwise shall be authorized to sign on behalf of the Corporation and file with the Enterprise Registrar or similar authority an amending declaration to the effect that he has ceased to be a director or officer, as applicable, from 15 days after the date of such cessation, unless he or she receives proof that the Corporation has filed such a declaration.

MISCELLANEOUS PROVISIONS

Repeal and Effective Date. This By-law is effective as of the date of the resolution of the Board of the Corporation, that is, on September 22, 2020. As a result, the general by-law in force prior to the date of such resolution of the Board, that is, the “General By-Laws” adopted as of September 1, 2017, shall be repealed on the date of the resolution of the Board. This repeal shall not affect any past application of the general by-law, nor affect the validity of steps taken, resolutions adopted, or rights, privileges or obligations stemming from the general by-law prior to said repeal, nor of any contract entered into or commitment made under the former general by-law. If the adoption of this By-Law is not confirmed during the next annual or special meeting of shareholders, it will cease to apply, but only from this date.

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S-8 Registration Statement – Nuvei Corporation

Article 1 Definitions

Definitions

Article 2 Purpose and Administration of the Plan; Granting of Awards

Purpose of the Plan

Implementation and Administration of the Plan

Eligible Participants

Shares Subject to the Plan

Granting of Awards

Article 3 Options

Nature of Options

Option Awards

Option Price

Option Term and Vesting

Exercise of Options

Method of Exercise and Payment of Purchase Price

Option Agreements

Article 4 Deferred Share Units

Nature of DSUs

DSU Awards

Mandatory and Voluntary Participation

Settlement of DSUs

Article 5 Performance Share Units

Nature of PSU

PSU Awards

Performance Criteria and Performance Period

PSU Vesting Determination Date

Settlement of PSUs

Determination of Amounts

PSU Agreements

Article 6 Restricted Share Units

Nature of RSUs

RSU Awards

Settlement of RSUs

Determination of Amounts

RSU Agreements

Article 7 General Conditions

General Conditions applicable to Awards

General Conditions applicable to Awards

Unfunded Plan

Article 8 Adjustments and Amendments

Adjustment to Subordinate Voting Shares Subject to Outstanding Awards

Amendment or Discontinuance of the Plan

Change of Control

Settlement of the DSUs

Settlement of PSUs and RSUs during a Back-Out Period

Article 9 Miscellaneous

Use of an Administrative Agent and Trustee

Tax Withholding

Reorganization of the Corporation

Governing Laws

Severability

Language

Effective Date of the Plan

Definitions.

Purpose of the Plan

Implementation and Administration of the Plan

The Plan is under the direction of the Board. The Committee makes recommendations to the Board in relation to the Plan and to the grants of Awards.

The Board may, from time to time, as it may deem expedient, adopt, amend and rescind rules and regulations for carrying out the provisions and purposes of the Plan, subject to any applicable rules of the TSX. Subject to the provisions of the Plan, the Board is authorized, in its sole discretion, to make such determinations under, and such interpretations of, and take such steps and actions in connection with, the proper administration of the Plan, as it may deem necessary or advisable. The interpretation, construction and application of the Plan and any provisions hereof made by the Board shall be final and binding on all Eligible Participants.

The Board may modify the terms and conditions of any Awards granted to Participants outside of Canada to comply with applicable foreign laws, and establish subplans and addendums and modify settlement procedures and other terms and procedures, to the extent the Board determines such actions to be necessary or advisable (and such subplans and addendums and/or modifications shall be attached to this Plan as addendums).

No member of the Board or of the Committee shall be liable for any action or determination taken or made in good faith in the administration, interpretation, construction or application of the Plan or any Award granted hereunder.

Any determination approved by a majority of the Board shall be deemed to be a determination of that matter by the Board.

Eligible Participants

The Persons who shall be eligible to receive Awards (“Eligible Participants”) shall be the Eligible Directors, officers and employees of the Corporation or a Subsidiary, as well as consultants providing ongoing services to the Corporation and its Subsidiaries, as determined by the Board from time to time who the Board may determine from time to time, in its sole discretion. For greater certainty, a Person whose employment or engagement with the Corporation or a Subsidiary has ceased for any reason, or who has given notice or been given notice of such cessation, whether such cessation was initiated by such Person, the Corporation or such Subsidiary, as the case may be, shall cease to be eligible to receive Awards hereunder as of the date on which such Person provides notice to the Corporation or the Subsidiary, as the case may be, in writing or verbally, of such cessation, or on the Termination Date for any cessation of a Participant’s employment or engagement initiated by the Corporation.

Participation in the Plan shall be entirely voluntary and any decision not to participate shall not affect an Eligible Participant’s employment or engagement with the Corporation.

Notwithstanding any express or implied term of this Plan to the contrary, the granting of an Award pursuant to the Plan shall in no way be construed as a guarantee of employment by the Corporation or a Subsidiary to the Participant or the commencement, extension, continuation or modification of any engagement between the Corporation or a Subsidiary and the Participant.

A Participant shall have no rights as a shareholder of the Corporation with respect to any Subordinate Voting Shares underlying his or her Awards until he or she shall have become the holder of record of such Subordinate Voting Shares.

Shares Subject to the Plan

Subject to adjustment pursuant to provisions of Article 8, the total number of Subordinate Voting Shares reserved and available for grant and issuance pursuant to Awards shall not exceed ten percent (10%) of the total issued and outstanding Subordinate Voting Shares and Multiple Voting Shares of the Corporation (on a non-diluted basis) from time to time. Every three years after the effective date of the Plan, all unallocated Awards under the Plan shall be submitted for approval to the Board and the shareholders of the Corporation. No more than one percent (1%) of the total issued and outstanding Subordinate Voting Shares or Multiple Voting Shares of the Corporation (on a non-diluted basis) from time to time, shall be reserved and available for grant and issuance pursuant to Awards to the Eligible Directors, less the number of Subordinate Voting Shares and Multiple Voting Shares reserved for issuance pursuant to awards under all other Security Based Compensation Agreements. For greater certainty, the Subordinate Voting Shares reserved and available for grant and issuance to the Eligible Directors, shall be included in the total number of Subordinate Voting Shares generally available for grant and issuance pursuant to Awards pursuant to this Section 2.4.1.

This Plan is considered an “evergreen” plan, since the Subordinate Voting Shares covered by grants which have been exercised, settled, expired, cancelled or forfeited shall be available for subsequent grants under the Plan and the number of Subordinate Voting Shares available to grant increases as the number of issued and outstanding Subordinate Voting Shares increases.

Subordinate Voting Shares in respect of which an Award is granted under the Plan, but not exercised prior to the termination of such Award or not vested or delivered prior to the termination of such Award due to the expiration, termination or lapse of such Award, shall be available for Awards to be granted thereafter pursuant to the provisions of the Plan. All Subordinate Voting Shares issued pursuant to the exercise or the vesting of the Awards granted under the Plan shall be so issued as fully paid and non-assessable Subordinate Voting Shares.

Subject to adjustment pursuant to provisions of Article 8, the aggregate number of Subordinate Voting Shares (i) issued to Insiders under the Plan or any other proposed or established Security Based Compensation Arrangement of the Corporation within any one-year period and (ii) issuable to Insiders at any time under the Plan or any other proposed or established Security Based Compensation Arrangement of the Corporation, shall in each case not exceed ten percent (10%) of the total issued and outstanding Subordinate Voting Shares and Multiple Voting Shares of the Corporation (on a non-diluted basis) from time to time.

Granting of Awards

Any Award granted under the Plan shall be subject to the requirement that, if at any time counsel to the Corporation shall determine that the listing, registration or qualification of the Subordinate Voting Shares subject to such Award, if applicable, upon any securities exchange (including the Exchange) or under any law or regulation of any jurisdiction, or the consent or approval of any securities exchange (including the Exchange) or any governmental or regulatory body, is necessary as a condition of, or in connection with, the grant or exercise of such Award or the issuance or purchase of Subordinate Voting Shares thereunder, if applicable, such Award may not be accepted or exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained on conditions acceptable to the Board. Nothing herein shall be deemed to require the Corporation to apply for or to obtain such listing, registration, qualification, consent or approval.

Any Award granted under the Plan shall be subject to the requirement that, the Corporation has the right to place any restriction or legend on any securities issued pursuant to this Plan including, but in no way limited to placing a legend to the effect that the securities have not been registered under the United States Securities Act of 1933 and may not be offered or sold in the United States unless registration or an exemption from registration is available.

Nature of Options

Option Awards

Option Price

Option Term and Vesting

The Board shall determine, at the time of granting the particular Option, the period during which the Option is exercisable, commencing on the date such Option is granted to the Participant and ending as specified in this Plan, or in the Option Agreement, but in no event shall an Option expire on a date which is later than ten (10) years from the date the Option is granted (“Option Term”). Unless otherwise determined by the Board, all unexercised Options shall be cancelled at the expiry of such Options.

Should the expiration date for an Option fall within a Black-Out Period or within nine (9) Business Days following the expiration of a Black-Out Period, such expiration date shall be automatically extended without any further act or formality to that date which is the tenth (10^th) Business Day after the end of the Black-Out Period, such tenth (10^th) Business Day to be considered the expiration date for such Option for all purposes under the Plan. Notwithstanding Section 8.2, the ten (10) Business Day-period referred to in this Section 3.4 may not be extended by the Board.

Unless otherwise specified by the Board at the time of granting the particular Option and except as otherwise provided in this Plan, each Option will vest and be exercisable as follows:

Exercise Period

Shall vest on the first anniversary of the date of grant (the “First Option Vesting Date”); and

Shall vest on the date that is one year from the First Vesting Date;

Shall vest on the date that is two years from the First Vesting Date;

Once a portion of an Option that has vested becomes exercisable in accordance with Section 3.5, it remains exercisable until expiration or termination of the Option, unless otherwise specified by the Board in connection with the grant of such Option.

Exercise of Options

Subject to the provisions of this Plan, a Participant shall be entitled to exercise an Option granted to such Participant at any time prior to the expiry of the Option Term, subject to vesting limitations which may be imposed by the Board at the time such Option is granted.

Prior to its expiration or earlier termination in accordance with the Plan, each Option shall be exercisable as to all or such part or parts of the optioned Subordinate Voting Shares and at such time or times and/or pursuant to the achievement of such Performance Criteria and/or other vesting conditions as the Board at the time of granting the particular Option, may determine in its sole discretion. For greater certainty, no Option shall be exercised by a Participant during a Black-Out Period.

Method of Exercise and Payment of Purchase Price

Subject to the provisions of the Plan and the alternative exercise procedures set out herein, an Option granted under the Plan may be exercisable (from time to time as provided in Section 3.5) by the Participant (or by the liquidator, executor or administrator, as the case may be, of the estate of the Participant) in such manner as the Board may determine from time to time and in accordance with such rules and regulations as the Board may prescribe from time to time.

Pursuant to the Exercise Notice and subject to the approval of the Board, a Participant may choose to undertake a “cashless exercise” with the assistance of a broker in order to facilitate the exercise of such Participant’s Options. The “cashless exercise” procedure may include a sale of such number of Subordinate Voting Shares as is necessary to raise an amount equal to the aggregate Option Price for all Options being exercised by that Participant under an Exercise Notice. Pursuant to the Exercise Notice, the Participant may authorize the broker to sell Subordinate Voting Shares on the open market by means of a short sale and forward the proceeds of such short sale to the Corporation to satisfy the Option Price, promptly following which the Corporation shall issue the Subordinate Voting Shares underlying the number of Options as provided for in the Exercise Notice.

In addition, in lieu of exercising any vested Option in the manner described in this Section 3.6, and pursuant to the terms of this Section 3.6.3, a Participant may, subject to the approval of the Board, by surrendering an Option (“Surrender”) with a properly endorsed notice of Surrender to the Secretary of the Corporation, substantially in the form that may be approved by the Board from time to time (a “Surrender Notice”), elect to receive that number of Subordinate Voting Shares calculated using the following formula:

Where Subordinate Voting Shares are to be issued to the Participant pursuant to the terms of this Section 3.6, as soon as practicable following the receipt of the Exercise Notice and, if Options are exercised only in accordance with the terms of Section 3.6.1, the required bank draft, certified cheque or other acceptable form of payment, the Corporation shall duly issue such Subordinate Voting Shares to the Participant as fully paid and non-assessable.

Upon the exercise of an Option pursuant to Section 3.6.1 or Section 3.6.3, the Corporation shall, as soon as practicable after such exercise but no later than ten (10) Business Days following such exercise, forthwith cause the transfer agent and registrar of the Subordinate Voting Shares to either:

deliver to the Participant (or to the liquidator, executor or administrator, as the case may be, of the estate of the Participant) a certificate in the name of the Participant representing in the aggregate such number of Subordinate Voting Shares as the Participant (or to the liquidator, executor or administrator, as the case may be, of the estate of the Participant) shall have then paid for and as are specified in such Exercise Notice; or

in the case of Subordinate Voting Shares issued in uncertificated form, cause the issuance of the aggregate number of Subordinate Voting Shares the Participant (or the liquidator, executor or administrator, as the case may be, of the estate of the Participant) shall have then paid for and as are specified in such Exercise Notice to be evidenced by a book position on the register of the shareholders of the Corporation to be maintained by the transfer agent and registrar of the Subordinate Voting Shares.

Option Agreements

Nature of DSUs

DSU Awards

Subject to the provisions herein set forth and any shareholder or regulatory approval which may be required, the Board shall, from time to time by resolution, in its sole discretion, (i) designate the Eligible Participants who may receive DSUs under the Plan, (ii) fix the number of DSUs, if any, to be granted to each Eligible Participant and the date or dates on which such DSUs shall be granted, and (iii) determine the relevant conditions and vesting provisions of such DSUs, the whole subject to the terms and conditions prescribed in this Plan.

The DSUs are structured so as to be considered to be a plan described in subsection 6801(d) of the Income Tax Regulations (Canada) or any successor to such provision except for the DSUs granted to Eligible Participants who are consultants.

Subject to the vesting and other conditions and provisions set forth herein and in the DSU Agreement, the Board shall determine whether each DSU awarded to a Participant shall entitle the Participant: (i) to receive one (1) Subordinate Voting Share issued from treasury or purchased on the open market; (ii) to receive the Cash Equivalent of one (1) Subordinate Voting Share; or (iii) to elect to receive either one (1) Subordinate Voting Share from treasury or purchased on the open market, the Cash Equivalent of one (1) Subordinate Voting Share or a combination of cash and Subordinate Voting Shares.

DSUs will be credited in the registers maintained by the Corporation, but will not be represented by any certificate or other document.

Mandatory and Voluntary Participation

Each Eligible Director (i) shall receive, subject to Paragraph 4.3.3, 100% of his or her Equity Retainer in the form of DSUs (the “Mandatory Portion”), and (ii) may elect to receive, in accordance with Paragraph 4.3.4, any percentage, up to 100%, of his or her Cash Retainer in the form of DSUs (the “Voluntary Portion”).

Each Eligible Director will receive such number of DSUs as is obtained by dividing the sum of the Mandatory Portion and the Voluntary Portion payable quarterly to the Eligible Director by the Market Value on the date on which the DSUs are awarded. DSUs shall be awarded to Eligible Directors quarterly on the first day of each quarter (or, if not a business day, on the following business day), unless otherwise determined by the Board. Notwithstanding the foregoing, the Eligible Directors shall receive the first grant on the effective date of the Plan.

Notwithstanding Paragraph 4.3.1, any Participant may elect to receive the equivalent of his or her Mandatory Portion in cash instead of DSUs if (i) the Participant purchases in the open market the same number of Shares he or she would have received in the form of DSUs, or (ii) the Participant is otherwise exempted by the Board for any reason.

Each Participant who elects to participate in the Plan in respect of the Voluntary Portion for a given calendar year must send to the Corporate Secretary a written notice to that effect (an “Election Notice”) prior to December 31 of the previous calendar year. Each Participant who is a newly elected or appointed director and who elects to participate in the Plan in respect of the Voluntary Portion for the then current calendar year must send to the Corporate Secretary an Election Notice within 15 days of his or her election or appointment, but prior to the receipt of the first Cash Retainer payment. For the calendar year ending December 31, 2020, each Participant who elects to participate in the Plan in respect of the Voluntary Portion must send to the Corporate Secretary an Election Notice within 15 days of the adoption of the Plan. The election made in an Election Notice in respect of the Cash Retainer of a given calendar year will be irrevocable for that calendar year.

The Election Notice shall be deemed to apply to all subsequent calendar years until such time as the Participant shall send to the Corporate Secretary an Election Notice containing different instructions or a termination notice (in which case the new Election Notice or the termination notice, as applicable, shall apply to the calendar year following the calendar year during which it was sent to the Corporate Secretary).

If no Election Notice is received in accordance with Paragraph 4.3.4, and no prior Election Notice is deemed to apply in accordance with Paragraph 4.3.5, the Participant shall be deemed not to have elected to participate in the Plan in respect of the Voluntary Portion and his or her Cash Retainer shall be paid in cash.

Each Participant is entitled to terminate his or her participation in the Plan in respect of the Voluntary Portion for a given calendar year by sending a written notice to that effect to the Corporate Secretary prior to December 31 of the previous calendar year.

No Election Notice, or amendment or termination of an election contemplated in this Section 4.3 shall be made during a Black-out Period, and any Election Notice sent by a Participant during a Black-out Period shall be null and void. To the extent that an Election Notice is sent during a Black-out Period, or cannot be made during the period set forth in this Section 4.3.8 as a result of the existence of a Black-out Period, the Participant shall continue to participate in the Plan in respect of a Voluntary Portion on the basis of the prior election made, or, if no prior election has been made, shall be deemed to have elected not to participate in the Plan in respect of an Voluntary Portion.

Settlement of DSUs

A Participant who (i) ceases to be a director of the Corporation; (ii) ceases to be employed by the Corporation or its Subsidiaries; or (iii) ceases to provide services to the Corporation or its Subsidiaries, as applicable, (or, if deceased, his or her estate, succession, heirs or legal representatives) may request the settlement of all (but not less than all) of his or her DSUs at any time during the period between the date on which he or she ceases to be a director and the DSU Expiry Date, in such manner as the Board may determine from time to time and in accordance with such rules and regulations as the Board may prescribe from time to time.

Any DSU which has not been settled prior to the DSU Expiry Date shall be automatically settled on the DSU Expiry Date.

Settlement of DSUs shall take place promptly following the DSU Settlement Date and, for greater certainty, before the DSU Expiry Date through:

in the case of the settlement of DSUs for their Cash Equivalent, delivery of a cheque to the Participant representing the Cash Equivalent;

in the case of the settlement of DSUs for Subordinate Voting Shares, delivery of a share certificate to the Participant or the entry of the Participant’s name on the share register for the Subordinate Voting Shares; or

in the case of settlement of the DSUs for a combination of Subordinate Voting Shares and the Cash Equivalent, a combination of 4.4.3(a) and 4.4.3(b) above.

Notwithstanding any other provision of this Plan, in the event that a DSU Settlement Date occurs during a Black-Out Period or other trading restriction imposed by the Corporation, then settlement of the applicable DSUs shall be automatically extended to the tenth (10^th) Business Day following the date that such Black-Out Period or other trading restriction is lifted, terminated or removed.

Nature of PSU

PSU Awards

Subject to the provisions herein set forth and any shareholder or regulatory approval which may be required, the Board shall, from time to time by resolution, in its sole discretion, (i) designate the Eligible Participants who may receive PSUs under the Plan for services rendered in a particular year, (ii) fix the number of PSUs, if any, to be granted to each Eligible Participant and the date or dates on which such PSUs shall be granted, and (iii) determine the relevant conditions and vesting provisions (including the applicable Performance Period and Performance Criteria) and Unit Restriction Period of such PSUs, the whole subject to the terms and conditions prescribed in this Plan and in any PSU Agreement.

Subject to the vesting and other conditions and provisions set forth herein and in the PSU Agreement, the Board shall determine whether each PSU awarded to a Participant shall entitle the Participant: (i) to receive one (1) Subordinate Voting Share issued from treasury or purchased on the open market; (ii) to receive the Cash Equivalent of one (1) Subordinate Voting Share; or (iii) to elect to receive either one (1) Subordinate Voting Share from treasury or purchased on the open market, the Cash Equivalent of one (1) Subordinate Voting Share or a combination of cash and Subordinate Voting Shares.

PSUs shall be settled by the Participant at any time beginning on the first Business Day following their PSU Vesting Determination Date but no later than the last day of the Unit Restriction Period. Unless otherwise determined by the Board, all unvested PSUs shall be cancelled on the PSU Vesting Determination Date and, in any event, no later than the last day of the Unit Restriction Period.

Performance Criteria and Performance Period

For each award of PSUs, the Board shall establish the period (the “Performance Period”) in which any Performance Criteria and other vesting conditions must be met in order for a Participant to be entitled to receive Subordinate Voting Shares in exchange for all or a portion of the PSUs held by such Participant, provided that such Performance Period may not expire after the last day of the Unit Restriction Period.

For each award of PSUs, the Board shall establish any Performance Criteria and other vesting conditions which must be met during the Performance Period in order for a Participant to be entitled to receive Subordinate Voting Shares in exchange for his or her PSUs.

PSU Vesting Determination Date

Settlement of PSUs

Except as otherwise provided in the PSU Agreement and subject to Section 8.3.1, in the event that the vesting conditions, the Performance Criteria and Performance Period of a PSU are satisfied:

all of the vested PSUs covered by a particular grant may, be settled at on any day (each such day being a “PSU Settlement Date”) beginning on the PSUs Vesting Determination Date and ending on or before the last day of the Unit Restriction Period by delivering a Unit Settlement Notice in respect of any or all vested PSUs held by such Participant; and

any vested PSU for which no Unit Settlement Notice has been delivered prior to the last day of the Unit Restriction Period shall be automatically settled on the last day of the Unit Restriction Period.

Subject to Section 8.3.1, settlement of PSUs shall take place promptly following the PSU Settlement Date and, for greater certainty, before the last day of the Unit Restriction Period through:

in the case of the settlement of PSUs for their Cash Equivalent, delivery of a cheque to the Participant representing the Cash Equivalent;

in the case of the settlement of PSUs for Subordinate Voting Shares, delivery of a share certificate to the Participant or the entry of the Participant’s name on the share register for the Subordinate Voting Shares; or

in the case of settlement of the PSUs for a combination of Subordinate Voting Shares and the Cash Equivalent, a combination of 5.5.2(a) and 5.5.2(b) above.

Determination of Amounts

Cash Equivalent of PSUs. For purposes of determining the Cash Equivalent of PSUs to be made pursuant to Section 5.5, such calculation will be made on the PSU Settlement Date and shall equal the Market Value on the PSU Settlement Date multiplied by the number of vested PSUs in the Participant’s Account which the Participant desires to settle in cash pursuant to the Unit Settlement Notice.

Payment in Subordinate Voting Shares. For the purposes of determining the number of Subordinate Voting Shares from treasury to be issued or purchased on the open market and delivered to a Participant upon settlement of PSU pursuant to Section 5.5, such calculation will be made on the PSU Settlement Date and be the whole number of Subordinate Voting Shares equal to the whole number of vested PSUs then recorded in the Participant’s Account which the Participant desires to settle pursuant to the Unit Settlement Notice. Subordinate Voting Shares issued from treasury or purchased on the open market, as applicable, will be issued or transferred, as applicable, in consideration for the past services of the Participant to the Corporation and the entitlement of the Participant under this Plan shall be satisfied in full by such issuance or transfer of Subordinate Voting Shares.

PSU Agreements

Nature of RSUs

RSU Awards

Subject to the provisions herein set forth and any shareholder or regulatory approval which may be required, the Board shall, from time to time by resolution, in its sole discretion, (i) designate the Eligible Participants who may receive RSUs under the Plan for services rendered in a particular year, (ii) fix the number of RSUs, if any, to be granted to each Eligible Participant and the date or dates on which such RSUs shall be granted, and (iii) determine the relevant conditions and vesting provisions and Restriction Period of such RSUs, the whole subject to the terms and conditions prescribed in this Plan and in any RSU Agreement.

Unless otherwise set forth in the RSU Agreement, each RSU shall vest as to 1/3 on each of the first, second and third anniversary of the date of grant (each such date being a “RSU Vesting Date”).

Subject to the vesting and other conditions and provisions set forth herein and in the RSU Agreement, the Board shall determine whether each RSU awarded to a Participant shall entitle the Participant: (i) to receive one (1) Subordinate Voting Share issued from treasury or purchased on the open market; (ii) to receive the Cash Equivalent of one (1) Subordinate Voting Share; or (iii) to elect to receive either one (1) Subordinate Voting Share from treasury or purchased on the open market, the Cash Equivalent of one (1) Subordinate Voting Share or a combination of cash and Subordinate Voting Shares.

RSUs shall be settled by the Participant at any time beginning on the first Business Day following the RSU Vesting Date but no later than the last day of the Unit Restriction Period.

Settlement of RSUs

Except as otherwise provided in the RSU Agreement and subject to Section 8.3.1:

all of the vested RSUs covered by a particular grant may, be settled at on any day (each such day being a “RSU Settlement Date”) on or before the last day of the Unit Restriction Period by delivering a Unit Settlement Notice in respect of any or all vested RSUs held by such Participant; and

any vested RSU for which no Unit Settlement Notice has been delivered prior to the last day of the Unit Restriction Period, shall be automatically settled on the last day of the Unit Restriction Period.

Subject to Section 4.4.4, settlement of RSUs shall take place promptly following the RSU Settlement Date and, for greater certainty, before the last day of the Unit Restriction Period through:

in the case of settlement of RSUs for their Cash Equivalent, delivery of a cheque to the Participant representing the Cash Equivalent;

in the case of settlement of RSUs for Subordinate Voting Shares, delivery of a share certificate to the Participant or the entry of the Participant’s name on the share register for the Subordinate Voting Shares; or

in the case of settlement of the RSUs for a combination of Subordinate Voting Shares and the Cash Equivalent, a combination of (a) and (b) above.

Determination of Amounts

Cash Equivalent of RSUs. For purposes of determining the Cash Equivalent of RSUs to be made pursuant to Section 6.3, such calculation will be made on the RSU Settlement Date and shall equal the Market Value on the RSU Settlement Date multiplied by the number of vested RSUs in the Participant’s Account which the Participant desires to settle in cash pursuant to the Unit Settlement Notice.

Payment in Subordinate Voting Shares. For the purposes of determining the number of Subordinate Voting Shares from treasury to be issued or purchased on the open market and delivered to a Participant upon settlement of RSUs pursuant to Section 6.3, such calculation will be made on the RSU Settlement Date and be the whole number of Subordinate Voting Shares equal to the whole number of vested RSUs then recorded in the Participant’s Account which the Participant desires to settle pursuant to the Unit Settlement Notice. Subordinate Voting Shares issued from treasury or purchased on the open market, as applicable, will be issued or transferred, as applicable, in consideration for the past services of the Participant to the Corporation and the entitlement of the Participant under this Plan shall be satisfied in full by such issuance or transfer of Subordinate Voting Shares.

RSU Agreements

General Conditions applicable to Awards.

Employment or Other Relationship. The granting of an Award to a Participant shall not impose upon the Corporation or a Subsidiary any obligation to retain the Participant in its employ in any capacity or otherwise commence, extend, continue or modify any engagement between the Corporation or a Subsidiary and the Participant. For greater certainty, the granting of Awards to a Participant shall not impose any obligation on the Corporation to grant any awards in the future nor shall it entitle the Participant to receive future grants.

Rights as a Shareholder. Neither the Participant nor such Participant’s personal representatives or legatees shall have any rights whatsoever as shareholder in respect of any Subordinate Voting Shares covered by such Participant’s Awards until the date of issuance of a share certificate to such Participant (or to the liquidator, executor or administrator, as the case may be, of the estate of the Participant) or the entry of such person’s name on the share register for the Subordinate Voting Shares. Without in any way limiting the generality of the foregoing, no adjustment shall be made for dividends or other rights for which the record date is prior to the date such share certificate is issued or entry of such person’s name on the share register for the Subordinate Voting Shares.

Conformity to Plan. In the event that an Award is granted or a Grant Agreement is executed which does not conform in all particulars with the provisions of the Plan, or purports to grant Awards on terms different from those set out in the Plan, the Award or the grant of such Award shall not be in any way void or invalidated, but the Award so granted will be adjusted to become, in all respects, in conformity with the Plan.

Non-Transferability. Other than by will or under the law of succession, or as expressly permitted by the Board, or as otherwise set forth herein, Awards are not assignable or transferable. Awards may be exercised only by:

the Participant to whom the Awards were granted; or

with the Corporation’s prior written approval and subject to such conditions as the Corporation may stipulate, such Participant’s family or retirement savings trust or any registered retirement savings plans or registered retirement income funds of which the Participant is and remains the annuitant; or

upon the Participant’s death, by the legal representative of the Participant’s estate; or

upon the Participant’s incapacity, the legal representative having authority to deal with the property of the Participant;

General Conditions applicable to Awards

Termination for Cause. Upon a Participant ceasing to be an Eligible Participant for “Cause”, all unexercised vested or unvested Awards granted to such Participant shall terminate on the effective date of the termination as specified in the notice of termination. For the purposes of the Plan, the determination by the Corporation that the Participant was discharged for cause shall be binding on the Participant. “Cause” shall include, among other things, “serious reason” (as defined in the Civil Code of Québec), dishonest act such as gross misconduct, theft, fraud, embezzlement, misappropriation, breach of confidentiality, breach of loyalty or breach of duty of loyalty or placement in conflict of interest, or breach of the Corporation’s Code of Ethics, and any reason determined by the Corporation to be cause for termination.

Retirement. In the case of a Participant’s retirement, any unvested Awards held by the Participant as at the Termination Date will continue to vest in accordance with their vesting schedules, and all vested Awards held by the Participant at the Termination Date may be exercised until the earlier of the expiry date of the Awards or three (3) years following the Termination Date, provided that if the Participant is determined to have breached any post-employment restrictive covenants in favour of the Corporation, then any Awards held by the Participant, whether vested or unvested, will immediately expire and the Participant shall pay to the Corporation any “in-the-money” amounts realized upon exercise of Awards following the Termination Date.

Resignation. In the case of a Participant ceasing to be an Eligible Participant due to such Participant’s resignation, subject to any later expiration dates determined by the Board, all Awards shall expire on the earlier of ninety (90) days after the effective date of such resignation, or the expiry date of the Award, to the extent such Awards were vested and exercisable by the Participant on the effective date of such resignation and all unexercised unvested Awards granted to such Participant shall terminate on the effective date of such resignation.

Termination or Cessation. In the case of a Participant ceasing to be an Eligible Participant for any reason (other than for “cause”, resignation or death) the number of Awards that may vest is subject to pro ration over the applicable vesting or performance period and shall expire on the earlier of ninety (90) days after the effective date of the Termination Date, or the expiry date of the Awards. For greater certainty, the pro ration calculation referred to above shall be net of previously vested Awards.

Death. If a Participant dies while in his or her capacity as an Eligible Participant, all unvested Awards will immediately vest and all Awards will expire one hundred eighty (180) days after the death of such Participant.

Unfunded Plan

Adjustment to Subordinate Voting Shares Subject to Outstanding Awards

In the event of any subdivision of the Subordinate Voting Shares into a greater number of Subordinate Voting Shares at any time after the grant of an Award to a Participant and prior to the expiration of the term of such Award, the Corporation shall deliver to such Participant, at the time of any subsequent exercise or vesting of such Award in accordance with the terms hereof, in lieu of the number of Subordinate Voting Shares to which such Participant was theretofore entitled upon such exercise or vesting of such Award, but for the same aggregate consideration payable therefor, such number of Subordinate Voting Shares as such Participant would have held as a result of such subdivision if on the record date thereof the Participant had been the registered holder of the number of Subordinate Voting Shares to which such Participant was theretofore entitled upon such exercise or vesting of such Award.

In the event of any consolidation of Subordinate Voting Shares into a lesser number of Subordinate Voting Shares at any time after the grant of an Award to any Participant and prior to the expiration of the term of such Award, the Corporation shall deliver to such Participant at the time of any subsequent exercise or vesting of such Award in accordance with the terms hereof in lieu of the number of Subordinate Voting Shares to which such Participant was theretofore entitled upon such exercise or vesting of such Award, but for the same aggregate consideration payable therefor, such number of Subordinate Voting Shares as such Participant would have held as a result of such consideration if on the record date thereof the Participant had been the registered holder of the number of Subordinate Voting Shares to which such Participant was theretofore entitled upon such exercise or vesting of such Award.

If at any time after the grant of an Award to any Participant and prior to the expiration of the term of such Award, the Subordinate Voting Shares shall be reclassified, reorganized or otherwise changed, otherwise than as specified in Section 8.1.1 or Section 8.1.2 or, subject to the provisions of Section 8.3.1, the Corporation shall consolidate, merge or amalgamate with or into another corporation (the corporation resulting or continuing from such consolidation, merger or amalgamation being herein called the “Successor Corporation”), the Participant shall be entitled to receive upon the subsequent exercise or vesting of Award, in accordance with the terms hereof and shall accept in lieu of the number of Subordinate Voting Shares then subscribed for but for the same aggregate consideration payable therefor, the aggregate number of shares of the appropriate class or other securities of the Corporation or the Successor Corporation (as the case may be) or other consideration from the Corporation or the Successor Corporation (as the case may be) that such Participant would have been entitled to receive as a result of such reclassification, reorganization or other change of shares or, subject to the provisions of 8.3.1, as a result of such consolidation, merger or amalgamation, if on the record date of such reclassification, reorganization or other change of shares or the effective date of such consolidation, merger or amalgamation, as the case may be, such Participant had been the registered holder of the number of Subordinate Voting Shares to which such Participant was immediately theretofore entitled upon such exercise or vesting of such Award.

If, at any time after the grant of an Award to any Participant and prior to the expiration of the term of such Award, the Corporation shall make a distribution to all holders of Subordinate Voting Shares or other securities in the capital of the Corporation, or cash, evidences of indebtedness or other assets of the Corporation (excluding an ordinary course dividend s subsidiary or business unit of the Corporation or one of its subsidiaries or cash proceeds of the disposition of such a subsidiary or business unit), or should the Corporation effect any transaction or change having a similar effect, then the price or the number of Subordinate Voting Shares to which the Participant is entitled upon exercise or vesting of Award shall be adjusted to take into account such distribution, transaction or change. The Board shall determine the appropriate adjustments to be made in such circumstances in order to maintain the Participants’ economic rights in respect of their Awards in connection with such distribution, transaction or change.

No fractional Share shall be delivered to a Participant under the Plan. Any fractional Share entitlement shall be satisfied by the payment of an amount in cash equal to such fractional Share entitlement multiplied by the Market Value on the applicable Settlement Date.

Amendment or Discontinuance of the Plan

The Board may amend the Plan or any Award at any time without the consent of the Participants provided that such amendment shall:

not adversely alter or impair any Award previously granted except as permitted by the provisions of Article 8;

be in compliance with applicable law and subject to any regulatory approvals including, where required, the approval of the Exchange; and

be subject to shareholder approval, where required by law, the requirements of the Exchange or the provisions of the Plan, provided that shareholder approval shall not be required for the following amendments and the Board may make any changes which may include but are not limited to:

any amendment to the vesting provisions, if applicable, or assignability provisions of Awards;

any amendment to the expiration date of an award that does not extend the terms of the Award past the original date of expiration for such Award;

any amendment regarding the effect of termination of a Participant’s employment or engagement;

any amendment which accelerates the date on which any Award may be exercised under the Plan;

any amendment to the definition of “Eligible Participant”;

any amendment necessary to comply with applicable law or the requirements of the Exchange or any other regulatory body;

any amendment of a “housekeeping” nature, including, without limitation, to clarify the meaning of an existing provision of the Plan, correct or supplement any provision of the Plan that is inconsistent with any other provision of the Plan, correct any grammatical or typographical errors or amend the definitions in the Plan;

any amendment regarding the administration of the Plan;

any amendment to add or amend provisions permitting for the granting of cash-settled awards, a form of financial assistance or clawback; and

any other amendment that does not require the approval of the holders of Subordinate Voting Shares pursuant to the amendment provisions of the Plan.

Notwithstanding Section 8.2.1(c), the Board shall be required to obtain shareholder approval to make the following amendments:

any reduction in the exercise price of an Option held by an Insider;

any amendment which extends the expiry date of any Award held by an Insider, or the Unit Restriction Period of any Units held by an Insider beyond the original expiry date, except in case of an extension due to a Black-Out Period;

any amendment removing or exceeding the Insider participation limit;

any amendment to remove or exceed the Eligible Director participation limit;

any change to the maximum number of Subordinate Voting Shares issuable from treasury under the Plan, except such increase by operation of Section 2.4 and in the event of an adjustment pursuant to Article 8; or

any amendment to the amendment provisions of the Plan,

The Board may, subject to regulatory approval, discontinue the Plan at any time without the consent of the Participants provided that such discontinuance shall not materially and adversely affect any Awards previously granted to a Participant under the Plan.

Change of Control

Change of Control. In the event of and in connection with a transaction that would constitute a Change of Control, notwithstanding anything else in this Plan but subject to the specific terms of any Grant Agreement to the contrary and the approval of the Exchange, if required, the Board shall have the right, in its discretion, to deal with any or all Award (or any portion thereof) issued under this Plan in the manner it deems fair and reasonable in the circumstances of the Change of Control. Without limiting the generality of the foregoing, in connection with a Change in Control, the Board, without any action or consent required on the part of any Participant, shall have the right to:

determine that the Awards, in whole or in part and whether vested or unvested, shall remain in full force and effect in accordance with their terms after the Change of Control;

provide for the conversion or exchange of any or all Awards (or any portion thereof, whether vested or unvested) into or for options, rights, units or other securities in any entity participating in or resulting from a Change of Control;

cancel any unvested Awards (or any portions thereof) without payment of any kind to any Participant;

accelerate the vesting of outstanding Awards;

provide for outstanding Awards to be purchased;

accelerate the date by which any or all Awards or any portion thereof, whether vested or unvested, must be exercised either in whole or in part;

deem any or all Awards or any portion thereof, whether vested or unvested (including those accelerated pursuant to this Plan) to have been exercised in whole or in part, tender, on behalf of the Participant, the underlying Subordinate Voting Shares that would have been issued pursuant to the exercise of such Awards to any third party purchaser in connection with the Change of Control, and pay to the Participant on behalf of such third party purchaser an amount per underlying Subordinate Voting Share equal to the positive difference between the Change of Control price of the Subordinate Voting Shares and the applicable exercise price;

cancel any or all outstanding Awards (including those accelerated under pursuant to this Plan) either in whole or in part and pay to the Participant an amount per underlying Subordinate Voting Share equal to the positive difference between the Change of Control price of the Shares and the applicable exercise price; or

take such other actions, and combinations of the foregoing actions or any other actions permitted under this Section 8.3.1, as it deems fair and reasonable under the circumstances.

Settlement of the DSUs

Settlement of PSUs and RSUs during a Back-Out Period

Use of an Administrative Agent and Trustee

Tax Withholding

Notwithstanding any other provision of this Plan, all distributions, delivery of Subordinate Voting Shares or payments to a Participant (or to the liquidator, executor or administrator, as the case may be, of the estate of the Participant) under the Plan shall be made net of applicable source deductions. If the event giving rise to the withholding obligation involves an issuance or delivery of Subordinate Voting Shares, then, the withholding obligation may be satisfied by (a) having the Participant elect to have the appropriate number of such Subordinate Voting Shares sold by the Corporation, the Corporation’s transfer agent and registrar or any trustee appointed by the Corporation pursuant to Section 9.1, on behalf of and as agent for the Participant as soon as permissible and practicable, with the proceeds of such sale being delivered to the Corporation, which will in turn remit such amounts to the appropriate governmental authorities, or (b) any other mechanism as may be required or appropriate to conform with local tax and other rules.

Notwithstanding the first paragraph of this Section 9.2, the applicable tax withholdings may be waived where the Participant directs in writing that a payment be made directly to the Participant’s registered retirement savings plan in circumstances to which regulation 100(3) of the regulations of the Tax Act apply.

Reorganization of the Corporation

Governing Laws

Severability

Language

Effective Date of the Plan

Bulgaria Addendum

U.K. Addendum

U.S. Addendum

Israeli Addendum

Definitions

“10% Owner” has the meaning set forth in Section 3.1.3.

“409A” has the meaning set forth in Section 4.4.

“Administrator” has the meaning set forth in Section 4.1.

“Blackout Period” means any period during which a policy of the Corporation prevents an Optionee from exercising an Option.

“Board” has the meaning set forth in Section 4.1.

“Cause” means:

With respect to Optionee who is an employee of any member of the Corporation Group, the definition ascribed thereto in the employment agreement or consulting agreement, as applicable, between the applicable employer and such Optionee; or, if there is no such written employment agreement or the applicable employment agreement does not define “Cause”, “Cause” shall mean:

the gross negligence in the performance of the Optionee’s duties under his or her employment agreement, intentional non-performance or intentional mis-performance of such duties, or refusal to abide by or comply with the lawful directives of the person or persons to whom such Optionee reports, or the applicable employer’s lawful policies and procedures, provided that the Optionee does not cure such breach or non-performance within ten days after the Optionee’s receipt of written notice thereof (and provided such violation is capable of cure);

the unauthorized disclosure by the Optionee of any confidential information of the Corporation Group;

the commission by the Optionee of any act involving dishonesty or fraud with respect to any one or more members of the Corporation Group or their respective affiliates that harms or damages any of them;

the commission by the Optionee of an indictable offence or a crime involving moral turpitude;

threats or acts of violence by the Optionee in the workplace;

violation by the Optionee of any sexual harassment or non-discrimination policy of the applicable employer as in effect from time to time;

the conversion or transfer by the Optionee of any corporate opportunity of the Corporation Group to the Optionee or to any third party;

non-performance or breach of the Optionee under his or her employment agreement or any other contract between any one or more members of the Corporation Group and the Optionee or any statutory duty owed by the Optionee to the any one or more members of the Corporation Group, including, but not limited to, the Optionee’s breach of any non-competition, non-solicitation, or confidentiality provisions to which the Optionee is subject, provided that the Optionee does not cure such breach or non-performance within ten days after the Optionee’s receipt of written notice thereof (and provided such violation is capable of cure);

any other act or omission that constitutes cause under applicable law, including, a “serious reason” within the meaning of Article 2094 of the Civil Code of Québec.

With respect to Optionee who is an director or an officer of any member of the Corporation Group, “Cause” shall mean:

any fraud or gross negligence in the performance of the Optionee’s duties as a director of the Corporation or any of its Subsidiaries;

any breach by the Optionee of his or her fiduciary duties as a director or of the Corporation any of its Subsidiaries.

With respect to Optionee who is a consultant to any member of the Corporation Group, “Cause” shall mean:

any fraud or gross negligence in the performance of the Optionee’s duties as a consultant to the Corporation Group;

any material breach by the Optionee of his or her obligations under the terms and conditions of the consulting agreement or arrangement between the Optionee and the Corporation or any of its Subsidiaries, provided that the Optionee does not cure such material breach within ten days after the Optionee’s receipt of written notice thereof (and provided such violation is capable of cure).

“Code” has the meaning set forth in Section 3.1.

“Committee” has the meaning set forth in Section 4.1.

“Control” means (i) in relation to a Person that is a corporation, the ownership, directly or indirectly, of voting shares of such Person carrying more than 50% of the voting rights attached to all voting shares of such Person and which are sufficient, if exercised, to elect a majority of its board of directors, and (ii) in relation to a Person that is a partnership, limited partnership, business trust or other similar Person, (a) the ownership, directly or indirectly, of voting securities of such Person carrying more than 50% of the voting rights attaching to all voting shares of the Person or (b) the ownership of other interests or the holding of a position (such as trustee) entitling the holder thereof to exercise control and direction over the activities of such Person.

“Corporation” means Nuvei Corporation.

“Corporation Group” means the Corporation and its direct and indirect Subsidiaries.

“Date of Grant” means the date of grant of an Option as set out in the relevant Option Agreement.

“Determination Date” has the meaning set forth in Section 11.2.

“Disability” means (i) in respect of a U.S. Participant, a “permanent and total disability” as defined in sub-section 22(e)(3) of the Code, and (ii) in respect of a Participant other than a US Participant, (A) if the Optionee is deemed disabled for purposes of any group or individual disability policy paid for by any one or more members of the Corporation Group and at the time in effect, or (B) if the Administrator determines, in its sole discretion, that the Optionee is or shall be substantially unable to perform the Optionee’s duties under his or her employment with the applicable member of the Corporation Group for more than three months, whether or not consecutive, in any twelve month period, by reason of a physical or mental illness or injury.

“Disqualifying Disposition” has the meaning set forth in Section 3.1.5.

“Early Expiry Date” has the meaning set forth in Section 10.2.

“Exercise Period” has the meaning set forth in Section 10.1.

“Exercise Price” has the meaning set forth in Section 8.

“Fair Market Value” has the meaning set forth in Section 8 (the whole in compliance with 409A and Internal Revenue Code Section 422 to the extent applicable to a US Participant).

“FMV” has the meaning set forth in Section 11.2.

“Governmental Entity” means any (i) multinational, federal, provincial, state, municipal, local or other governmental or public department, central bank, court, arbitral body with jurisdiction, commission, board, bureau, agency, ministry or instrumentality, domestic or foreign, (ii) any subdivision or authority of any of the foregoing, or (iii) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the above.

“Insider” has the meaning given thereto in the TSX Company Manual.

“Net Issuance Right” has the meaning set forth in Section 11.2.

“Option(s)” means the right, which may be vested, acquired and exercisable in accordance with this Plan and the terms of an Option Agreement, to purchase Shares.

“Optioned Shares” has the meaning set forth in Section 4.1(iii).

“Optionee” has the meaning set forth in Section 7.

“Option Agreement” has the meaning set forth in Section 7.

“Participants” means, collectively, the directors, officers, employees and consultants of any one or more members of the Corporation Group.

“Person” means a natural person, partnership, limited liability partnership, corporation, unlimited liability company, joint stock company, trust, unincorporated association, joint venture or other entity or Governmental Entity, and any pronouns have a similarly extended meaning.

“Plan” has the meaning set forth in Section 2.1.

“Regulation S” means Regulation S promulgated under the US Securities Act.

“Related Corporations” has the meaning set forth in Section 3.1.1.

“Related Persons”, “Persons related to each other” or a similar expression means:

individuals connected by blood relationship, marriage, common-law partnership, de facto union or adoption. For the purposes of this definition, Persons are connected by:

blood relationship if one is the child or other descendant of the other or one is the brother or sister of the other;

marriage if one is married to the other or to a person who is so connected by blood relationship to the other;

common-law partnership if one is in a common-law partnership with the other or with a person who is connected by blood relationship to the other; or

adoption if one has been adopted, either legally or in fact, as the child of the other or as the child of an individual who is so connected by blood relationship (otherwise than as a brother or sister) to the other;

a corporation, partnership or joint venture and

a Person who Controls the corporation, partnership or joint venture, if it is Controlled by one Person;

a Person who is a member of a group of Persons each member of which is related to every other member of the group (in this definition a “related group”) that Controls the corporation, partnership or joint venture; or

any Person related to a Person described in i) or ii) above;

if they are Controlled by the same Person or group of Persons;

if each of the corporation, partnership or joint venture is Controlled by one Person and the Person who Controls one of the corporation, partnership or joint venture is related to the Person who Controls the other corporation, partnership or joint venture;

if one of the corporations, partnerships or joint ventures is Controlled by one Person and that Person is related to any member of a related group that Controls the other corporation, partnership or joint venture;

if one of the corporations, partnerships or joint ventures is Controlled by one Person and that Person is related to each member of a group of Persons that is not a related group (in this definition an “unrelated group”) that Controls the other corporation, partnership or joint venture;

if any member of a related group that Controls one of the corporations, partnerships or joint ventures is related to each member of an unrelated group that Controls the other corporation, partnership or joint venture; or

if each member of an unrelated group that Controls one of the corporations, partnerships or joint ventures is related to at least one member of an unrelated group that Controls the other corporation, partnership or joint venture;

where two corporations, partnerships or joint ventures are related to the same corporation, partnership or joint venture pursuant to the provisions of subparagraphs 1.35.1 to 1.35.3 above, they shall be deemed to be related to each other.

“Security Based Compensation Arrangement” means an arrangement that is a security based compensation arrangement for the purposes of the TSX Company Manual;

“Shares” has the meaning set forth in Section 5.1.

“Subsidiaries” means any legal entity of which the Corporation holds or is the beneficiary, at any time, directly or indirectly, otherwise than as security only, of securities conferring over 50% of the votes enabling it to elect the majority of the directors of such entity as well as any current or future Subsidiary of such legal entity.

“Trigger Event” means any one of the following: (i) a liquidation or dissolution of members of the Corporation Group that hold all or substantially all of the assets of the Corporation Group, (ii) a sale of all or substantially all of the assets of the Corporation Group, directly or indirectly, in a transaction or series of transactions, to a Person that is not a Related Person immediately prior to the consummation of such sale or series of sales; (iii) a sale of shares that results in an acquisition of Control of members of the Corporation Group holding all or substantially all of the assets of the Corporation Group, directly or indirectly, in a transaction or series of transactions, by a Person that is not a Related Person immediately prior to the consummation of such sale or series of sales; (iv) any corporate transaction, whether a merger, amalgamation or arrangement, involving members of the Corporation Group holding all or substantially all of the assets of the Corporation Group resulting in an acquisition of Control by a Person that is not a Related Person immediately prior to the consummation of such transaction, (v) the adoption by the Board of a resolution to the effect that, for the purposes of this Plan, an operation referred to in paragraphs (i) to (iv) above has occurred or is imminent.

“Threshold” has the meaning set forth in Section 5.1.

“TSX” means the Toronto Stock Exchange;

“United States” means the United States of America, its territories and possessions, any State of the United States, and the District of Columbia.

“US Incentive Stock Options” has the meaning set forth in Section 3.1.

“US Participants” has the meaning set forth in Section 3.1.

“US Person” means a “U.S. person” as such term is defined in Rule 902(k) of Regulation S.