INDEMNITY AGREEMENTIndemnity Agreement • February 12th, 2021 • EJF Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2021, by and between EJF Acquisition Corp., a Cayman Islands exempted company (the “Company”), and the undersigned (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 1st, 2021 • EJF Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 24, 2021 by and between EJF Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
EJF Acquisition Corp. Grand Cayman KY1-9008 Cayman IslandsEJF Acquisition Corp. • February 12th, 2021 • Blank checks • New York
This agreement (this “Agreement”) is entered into on December 24, 2020 by and between Wilson Boulevard LLC, a Delaware limited liability company (the “Subscriber” or “you”), and EJF Acquisition Corp., a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 7,187,500 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 937,500 of which are subject to surrender and cancellation by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • February 12th, 2021 • EJF Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of , 2021, is entered into by and between EJF Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Wilson Boulevard LLC, a Delaware limited liability company (the “Purchaser”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • March 1st, 2021 • EJF Acquisition Corp. • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of February 24, 2021, is made and entered into by and among EJF Acquisition Corp., a Cayman Islands exempted company (the “Company”), Wilson Boulevard LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
WARRANT AGREEMENT between EJF ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated February 24, 2021Warrant Agreement • March 1st, 2021 • EJF Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated February 24, 2021, is by and between EJF Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 1st, 2021 • EJF Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of February 24, 2021, is entered into by and between EJF Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Wilson Boulevard LLC, a Delaware limited liability company (the “Purchaser”).
EJF ACQUISITION CORP. 25,000,000 Units Underwriting AgreementEJF Acquisition Corp. • March 1st, 2021 • Blank checks • New York
EJF Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (collectively, the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 25,000,000 units of the Company (the “Underwritten Units”) and, at the option of the Underwriters, up to an additional 3,750,000 units of the Company (the “Option Units”). The Underwritten Units and the Option Units are referred to herein as the “Units.” To the extent that there are no additional Underwriters listed on Schedule 1 other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires.
EJF Acquisition Corp. Arlington, VA 22201EJF Acquisition Corp. • March 1st, 2021 • Blank checks • New York
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 EJF Acquisition Corp., a Cayman Islands exempted company (the “Company”), UBS Securities LLC and Barclays Capital Inc. (the “Representatives”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of up to 28,750,000 of the Company’s units (including up to 3,750,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprising of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a
SUBSCRIPTION AGREEMENTSubscription Agreement • September 16th, 2021 • EJF Acquisition Corp. • Blank checks • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on September 15, 2021, by and between Pagaya Technologies Ltd., a company organized under the laws of the Israel (“Pagaya”), and EJF Debt Opportunities Master Fund, LP, a Delaware limited liability company (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).
February 24, 2021 EJF Acquisition Corp.EJF Acquisition Corp. • March 1st, 2021 • Blank checks • New York
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 • September 16th, 2021 • EJF Acquisition Corp. • Blank checks • 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.”
