REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 31st, 2020 • FTAC Olympus Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 25, 2020, is made and entered into by and among FTAC Olympus Acquisition Corp., a Cayman Islands exempted company (the “Company”), FTAC Olympus Sponsor, LLC, a Delaware limited liability company and FTAC Olympus Advisors, LLC (each a “Sponsor”, and collectively, the “Sponsors”), and the undersigned parties listed on the signature page hereto (each such party, together with the Sponsors and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
FTAC Olympus Acquisition Corp. 75,000,000 Units1 Ordinary Shares Warrants UNDERWRITING AGREEMENTUnderwriting Agreement • August 31st, 2020 • FTAC Olympus Acquisition Corp. • Blank checks • New York
FTAC Olympus Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 75,000,000 units (“Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase from the Company up to 11,250,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as the Underwriters, and the term Underwriters shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwi
FTAC Olympus Sponsor, LLC June 17, 2020FTAC Olympus Acquisition Corp. • August 7th, 2020 • Blank checks • New York
FTAC Olympus Acquisition Corp., a Cayman Islands exempted company (the “Company”), is pleased to accept the offer of FTAC Olympus Sponsor, LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to subscribe for and purchase 8,845,000 Class B ordinary shares (the “Shares”), $0.0001 par value per share (the “Ordinary Shares”), up to 1,125,000 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) of units (“Units”) do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • August 14th, 2020 • FTAC Olympus Acquisition Corp. • Blank checks • New York
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of [ ], 2020 among the Company, Indemnitee and the other parties thereto pursuant to the Underwriting Agreement between the Company and the Underwriters in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 31st, 2020 • FTAC Olympus Acquisition Corp. • Blank checks • New York
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • August 31st, 2020 • FTAC Olympus Acquisition Corp. • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 25th day of August 2020, by and between FTAC Olympus Acquisition Corp., a Cayman Islands company (the “Company”), having its principal place of business at 2929 Arch Street, Suite 1703, Philadelphia, PA 19104, and FTAC Olympus Sponsor, LLC (the “Subscriber”).
August 25, 2020Letter Agreement • August 31st, 2020 • FTAC Olympus Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among FTAC Olympus Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Citigroup Global Markets Inc. and Cantor Fitzgerald & Co., as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 86,250,000 of the Company’s units (including up to 11,250,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), and one-third of one warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one Ordinary Share. The Units shall be sold in the Public Offering pursuant to a registration state
WARRANT AGREEMENT between FTAC OLYMPUS ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated August 25, 2020Warrant Agreement • August 31st, 2020 • FTAC Olympus Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of August 25, 2020, is by and between FTAC Olympus Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
Amendment NO. 2 to AGREEMENT AND PLAN OF REorganizationAgreement and Plan of Reorganization • May 10th, 2021 • FTAC Olympus Acquisition Corp. • Blank checks
This AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF REORGANIZATION (this “Amendment”) is made and entered into as of May 10, 2021, by and among New Starship Parent Inc., a Delaware corporation (“New Starship”), Starship Merger Sub I Inc., a Delaware corporation and a direct, wholly-owned subsidiary of New Starship (“First Merger Sub”), Starship Merger Sub II Inc., a Delaware corporation and a direct, wholly-owned subsidiary of New Starship (“Second Merger Sub” and, together with First Merger Sub, the “Merger Subs”), Payoneer Inc., a Delaware corporation (the “Company”), and FTAC Olympus Acquisition Corp., a Cayman Islands exempted company (“SPAC”). Capitalized terms used in this Amendment that are not otherwise defined or referenced herein shall have their respective meanings set forth in the Reorganization Agreement (as defined below).
Amendment to AGREEMENT AND PLAN OF REorganizationAgreement and Plan of Reorganization • February 16th, 2021 • FTAC Olympus Acquisition Corp. • Blank checks
This AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION (this “Amendment”) is made and entered into as of February 16, 2021, by and among New Starship Parent Inc., a Delaware corporation (“New Starship”), Starship Merger Sub I Inc., a Delaware corporation and a direct, wholly-owned subsidiary of New Starship (“First Merger Sub”), Starship Merger Sub II Inc., a Delaware corporation and a direct, wholly-owned subsidiary of New Starship (“Second Merger Sub” and, together with First Merger Sub, the “Merger Subs”), Payoneer Inc., a Delaware corporation (the “Company”), and FTAC Olympus Acquisition Corp., a Cayman Islands exempted company (“SPAC”). Capitalized terms used in this Amendment that are not otherwise defined or referenced herein shall have their respective meanings set forth in the Reorganization Agreement (as defined below).
SUBSCRIPTION AGREEMENTSubscription Agreement • February 3rd, 2021 • FTAC Olympus Acquisition Corp. • Blank checks
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on February 3, 2021, by and among New Starship Parent Inc., a Delaware corporation (the “Issuer”), FTAC Olympus Acquisition Corp., a Cayman Islands exempted company (the “SPAC”), and the subscriber party set forth on the signature page hereto (“Subscriber”).
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • February 3rd, 2021 • FTAC Olympus Acquisition Corp. • Blank checks
This Lock-Up Agreement (this “Agreement”) is made as of [●], 2021 by and among FTAC Olympus Acquisition Corp., a Cayman Islands exempted company (“SPAC”), Payoneer Inc., a Delaware corporation (the “Company”), New Starship Parent Inc., a Delaware corporation (“New Starship”) and the undersigned ( “Holder”).
FORM OF VOTING AGREEMENTForm of Voting Agreement • February 3rd, 2021 • FTAC Olympus Acquisition Corp. • Blank checks
This Voting Agreement (this “Agreement”) is made as of [●], 2021 by and among FTAC Olympus Acquisition Corp., a Cayman Islands exempted company (“SPAC”), Payoneer Inc., a Delaware corporation (the “Company”), and the undersigned Company stockholders (the “Company Stockholders” and each a “Company Stockholder”).
FTAC OLYMPUS ACQUISITION CORP.FTAC Olympus Acquisition Corp. • August 14th, 2020 • Blank checks • Pennsylvania
SUPPORT AGREEMENTSupport Agreement • February 3rd, 2021 • FTAC Olympus Acquisition Corp. • Blank checks
This Support Agreement (this “Agreement”) is made as of February 3, 2021, by and among FTAC Olympus Acquisition Corp., a Cayman Islands exempt company (“SPAC”), FTAC Olympus Sponsor, LLC, a Delaware limited liability company (“SPAC Sponsor”), FTAC Olympus Advisors, LLC, a Delaware limited liability company (“SPAC Advisors” and together with SPAC Sponsor, the “Voting Parties” and each a “Voting Party”), and Payoneer Inc., a Delaware corporation (the “Company”).
AGREEMENT AND PLAN OF REORGANIZATION by and among NEW STARSHIP PARENT INC., STARSHIP MERGER SUB I INC., STARSHIP MERGER SUB II INC., PAYONEER INC. and FTAC OLYMPUS ACQUISITION CORP. dated as of February 3, 2021Agreement and Plan of Reorganization • February 3rd, 2021 • FTAC Olympus Acquisition Corp. • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF REORGANIZATION is made and entered into as of February 3, 2021 (this “Agreement”), by and among New Starship Parent Inc., a Delaware corporation (“New Starship”), Starship Merger Sub I Inc., a Delaware corporation and a direct, wholly-owned subsidiary of New Starship (“First Merger Sub”), Starship Merger Sub II Inc., a Delaware corporation and a direct, wholly-owned subsidiary of New Starship (“Second Merger Sub” and, together with First Merger Sub, the “Merger Subs”), Payoneer Inc., a Delaware corporation (the “Company”), and FTAC Acquisition Corp., a Cayman Islands exempted company (“SPAC”). Each of New Starship, First Merger Sub, Second Merger Sub, the Company and SPAC will individually be referred to herein as a “Party” and, collectively, as the “Parties”.
FTAC Olympus Acquisition Corp. Philadelphia, PA 19104-2870Letter Agreement • August 14th, 2020 • FTAC Olympus Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among FTAC Olympus Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Citigroup Global Markets Inc. and Cantor Fitzgerald & Co., as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 86,250,000 of the Company’s units (including up to 11,250,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), and one-third of one warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one Ordinary Share. The Units shall be sold in the Public Offering pursuant to a registration state
SPONSOR SHARE SURRENDER AND SHARE RESTRICTION AGREEMENTSponsor Share Surrender And • February 3rd, 2021 • FTAC Olympus Acquisition Corp. • Blank checks
This SPONSOR SHARE SURRENDER AND SHARE RESTRICTION AGREEMENT (this “Agreement”) is dated as of February 3, 2021, by and among New Starship Parent, a Delaware corporation (“New Starship”), Payoneer Inc. a Delaware corporation (“Payoneer”), FTAC Olympus Acquisition Corp., a Cayman Islands exempt company (the “Company”), FTAC Olympus Sponsor, LLC, a Delaware limited liability company (“Olympus Sponsor”), FTAC Olympus Advisors, LLC, a Delaware limited liability company (“Olympus Advisor” and together with Olympus Sponsor, the “Sponsors”), and the other parties to the Insider Agreement (as defined below) set forth on the signature pages hereto. Capitalized terms used but not defined herein shall have the respective meanings given to such terms in the Reorganization Agreement (as defined below).
FTAC OLYMPUS ACQUISITION CORP.FTAC Olympus Acquisition Corp. • August 31st, 2020 • Blank checks • Pennsylvania
This letter agreement by and between FTAC Olympus Acquisition Corp., a Cayman Islands exempted company (the “Company”) and FTAC Olympus Sponsor, LLC (“Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
Amendment NO. 3 to AGREEMENT AND PLAN OF REorganizationAgreement and Plan of Reorganization • June 23rd, 2021 • FTAC Olympus Acquisition Corp. • Blank checks
This AMENDMENT NO. 3 TO AGREEMENT AND PLAN OF REORGANIZATION (this “Amendment”) is made and entered into as of June 22, 2021, by and among New Starship Parent Inc., a Delaware corporation (“New Starship”), Starship Merger Sub I Inc., a Delaware corporation and a direct, wholly-owned subsidiary of New Starship (“First Merger Sub”), Starship Merger Sub II Inc., a Delaware corporation and a direct, wholly-owned subsidiary of New Starship (“Second Merger Sub” and, together with First Merger Sub, the “Merger Subs”), Payoneer Inc., a Delaware corporation (the “Company”), and FTAC Olympus Acquisition Corp., a Cayman Islands exempted company (“SPAC”). Capitalized terms used in this Amendment that are not otherwise defined or referenced herein shall have their respective meanings set forth in the Reorganization Agreement (as defined below).
