SUBSCRIPTION AGREEMENTSubscription Agreement • May 18th, 2022 • Pagaya Technologies Ltd. • Finance services
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on [●], 2021, by and between Pagaya Technologies Ltd., a company organized under the laws of Israel (“Pagaya” or the “Company”), and [●], a[n] [●] (the “Investor”). Capitalized terms used and not defined in this Subscription Agreement have the meanings ascribed to such terms in the Transaction Agreement (as defined below).
AGREEMENT AND PLAN OF MERGER by and among PAGAYA TECHNOLOGIES LTD., RIGEL MERGER SUB INC. and EJF ACQUISITION CORP. dated as of September 15, 2021Agreement and Plan of Merger • May 18th, 2022 • Pagaya Technologies Ltd. • Finance services • Delaware
THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of September 15, 2021 (this “Agreement”), by and among Pagaya Technologies Ltd., a company organized under the laws of Israel (the “Company”), Rigel Merger Sub Inc., a Cayman Islands exempted company and a direct, wholly-owned subsidiary of the Company (“Merger Sub”), and EJF Acquisition Corp., a Cayman Islands exempted company (“SPAC”). Each of the Company, Merger Sub and SPAC are individually referred to herein as a “Party” and, collectively, as the “Parties.”
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 18th, 2022 • Pagaya Technologies Ltd. • Finance services • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of the [•], 2022, by and among Pagaya Technologies Ltd., a company organized under the laws of the State of Israel (the “Company”), SPAC (as defined below), the majority-in-interest of the Existing Company Holders (as defined below), and the securityholders hereto who have executed a signature page or Joinder Agreement (as defined below) to this Agreement (together with the Existing Company Holders, the “Shareholders”).
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTAssignment, Assumption and Amendment Agreement • May 18th, 2022 • Pagaya Technologies Ltd. • Finance services • New York
This Assignment, Assumption and Amendment Agreement (this “Agreement”) is made as of [●], 2022, by and among Pagaya Technologies Ltd., a company organized under the laws of the State of Israel (the “Company”), EJF Acquisition Corp., a Cayman Islands exempted company (“SPAC”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”). Capitalized terms used herein but not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the Existing Warrant Agreement (as defined below).
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • May 18th, 2022 • Pagaya Technologies Ltd. • Finance services
This AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of March 15, 2022 (this “Amendment”), amends that certain Credit Agreement, dated as of December 23, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing Credit Agreement” and, the Existing Credit Agreement as amended by this Amendment, the “Credit Agreement”), by and among Pagaya Technologies Ltd., a company organized under the laws of Israel (the “Borrower”), the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”). Terms defined in the Credit Agreement shall have their defined meanings when used herein.
