Nayax Ltd.

Terms of the Notes

The Notes are non-linked, bear a fixed annual interest rate of 5.9%, and will mature on September 30, 2030. The interest rate of the Notes will be adjusted upwards if (a) the Company's Equity shall be less than $100 million, (b) the Equity / Assets Ratio (as defined below) shall be less than 24%, and (c) the Company's Revenues (as defined in the Indenture) shall be less than $170 million. The Notes principal will be repaid in four annual unequal payments commencing in September 2027 through September 2030. The first and second installments shall be equal to 10% of the principal amount each (approximately NIS 48.6 million or $13.4 million each), and the third and fourth installments shall be equal to 40% of the principal amount each (approximately NIS 194.5 million or $53.8 million each). The first coupon payment under the Notes, for the period of March 11, 2025 through September 29, 2025, shall reflect a rate of 3.28137%.