Nayax Ltd.

Capital/Financing Update • Jan 30, 2022

Loan agreement with On Track Innovations Ltd. false

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NAYAX LTD
Corporation no: 513639013	13203
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	Israel Securities Authority			Tel Aviv Stock Exchange		�150 ( Public )		Reported via MAGNA:	30/01/2022
	www.isa.gov.il			www.tase.co.il				Reference:	2022-01-011544	Time of broadcast: 11:00 11:00

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English language report to Israeli corporateThis form is for reports that has been translated to English (convenience translation) and should be published alongside with the report in Hebrew in accordance with the Securities Regulations (Periodic and Immediate Reports), 5730 - 1970.

References of previous reports relating to this matter:   2022-01-008883   _________   _________

Pursuant to the Company�s immediate report dated 19 January 2022 (ref. no. 2022-01-008883) (the �Original Immediate Report�), which set forth that on said date the Company entered a binding term sheet with On Track Innovations Ltd. (�OTI�), according to which the parties shall engage in a two-phase transaction, where in the first phase the Company shall provide a loan to OTI (the �Loan�) and thereafter the Company shall acquire 100% of OTI�s shares by way of reverse triangular merger (the �Merger Agreement�, the Company is pleased to announce that on 27 January 2022, the Company entered into the Loan agreement with OTI, according to which the Company shall extend a loan to OTI totaling US$ 5.5 million, under conditions specified in the Original Immediate Report. Concurrently, the Company has started acting to promote the Merger Agreement with OTI. It is clarified that as of the date of this report there is no certainty whether the Company and OTI shall eventually engage under the Merger Agreement or that if they do engage whether the conditions precedent therein shall be fulfilled. The Company shall continue reporting in this respect as required by law.

Attached hereto is a report on	Loan agreement with On Track Innovations Ltd.

Nayax_150_ENG_isa.pdf

	Reference to parallel Hebrew report:	2022-01-011415
	This report was not reported in Hebrew.

Details of the authorized signatories to sign on behalf of the corporation:

	Name of the signer	Corporate Role
1	Michael Galai	Other Chief Legal Officer

Note: According to Rule 5 of the Periodic and Immediate Reports Regulations (1970), a report submitted under these Regulations will be signed by the authorized persons to sign on behalf of the corporation. For the ISA staff notice Click here .2 2

References of previous documents relating to this matter(the reference does not constitute incorporation by reference):
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Stock Exchange/Market: ������	Date of revision of form structure: 30/12/2021
Address: ���� ��������� 3 , ������ 4659071   , Tel: 03-7694380 , Fax: 09-8644201
E-mail address: michaelg@nayax.com   Company site: www.nayax.com
Previous names of reporting entity:
Name of the Signatory: ���� ����� ����� Position of Signatory in the reporting corporation: Name of Employer Company:
Address: ���� �������� 3 , ������ 4659071 Telephone: 054-4565396 Facsimile: E-mail: michaelg@nayax.com 1