Pagaya Technologies Ltd., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [l], 20__ Debt SecuritiesIndenture • October 4th, 2023 • Pagaya Technologies Ltd. • Finance services • New York
INDENTURE, dated as of [l], 20__, among Pagaya Technologies Ltd., a company organized under the laws of the State of Israel (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):
PAGAYA TECHNOLOGIES LTD. AND _____________, AS WARRANT AGENT FORM OF CLASS A ORDINARY SHARES WARRANT AGREEMENT DATED AS OF __________Warrant Agreement • October 4th, 2023 • Pagaya Technologies Ltd. • Finance services • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [l], between Pagaya Technologies Ltd., a company organized under the laws of the State of Israel (the “Company”), and [l], a [corporation] [national banking association] organized and existing under the laws of [l] and having a corporate trust office in [l], as warrant agent (the “Warrant Agent”).
PAGAYA TECHNOLOGIES LTD. AND _____________, AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF __________Warrant Agreement • October 4th, 2023 • Pagaya Technologies Ltd. • Finance services • New York
THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [●], between Pagaya Technologies Ltd., a company organized under the laws of the State of Israel (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
ContractCredit Agreement • November 17th, 2023 • Pagaya Technologies Ltd. • Finance services • New York
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).
ORDINARY SHARES PURCHASE AGREEMENT Dated as of August 17, 2022 by and between PAGAYA TECHNOLOGIES LTD. and B. RILEY PRINCIPAL CAPITAL II, LLCOrdinary Shares Purchase Agreement • August 17th, 2022 • Pagaya Technologies Ltd. • Finance services • New York
This ORDINARY SHARES PURCHASE AGREEMENT is made and entered into as of August 17, 2022 (this “Agreement”), by and between B. Riley Principal Capital II, LLC, a Delaware limited liability company (the “Investor”), and Pagaya Technologies Ltd., a company organized under the laws of Israel (the “Company”).
VOTING AGREEMENTVoting Agreement • April 20th, 2023 • Pagaya Technologies Ltd. • Finance services • Delaware
This VOTING AGREEMENT (this “Agreement”) is made as of April 14, 2023, by and among Gal Krubiner, Yahav Yulzari and Avital Pardo (each, a “Voting Party”), and Pagaya Technologies Ltd., a company organized under the laws of Israel (the “Company”).
34011309.5 1 EXECUTIVE EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is made and entered into as of June 22, 2022 (the “Effective Date”), by and between Pagaya Technologies US LLC, a Delaware limited liability company (the...Executive Employment Agreement • April 25th, 2024 • Pagaya Technologies Ltd. • Finance services • New York
34011310.3 1 EXECUTIVE EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is made and entered into as of June 22, 2022 (the “Effective Date”), by and between Pagaya Technologies US LLC, a Delaware limited liability company (the...Confidential General Release and Separation Agreement • April 25th, 2024 • Pagaya Technologies Ltd. • Finance services • New York
PREFERRED SHARES PURCHASE AGREEMENTPreferred Shares Purchase Agreement • April 20th, 2023 • Pagaya Technologies Ltd. • Finance services • Delaware
This PREFERRED SHARES PURCHASE AGREEMENT (this “Agreement”) is entered into on April 14, 2023, by and between Pagaya Technologies Ltd., a company organized under the laws of Israel (“Pagaya” or the “Company”), Oak HC/FT Partners V, L.P., Oak HC/FT Partners V-A, L.P. and Oak HC/FT Partners V-B, L.P (together, the “Investor”).
CONFIDENTIAL GENERAL RELEASE AND SEPARATION AGREEMENTConfidential General Release and Separation Agreement • August 9th, 2024 • Pagaya Technologies Ltd. • Finance services • New York
This Confidential General Release and Separation Agreement (this “Agreement”) is entered into by and between Amol Naik (“Employee”) and Pagaya Technologies US LLC (the “Company”) (Employee and the Company collectively referred to in this Agreement as the “Parties”).
33555350.5 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”), dated as of Feb 8, 2022 (the “Effective Date”), is entered into between Pagaya Technologies US LLC, a Delaware limited liability company having a place of business at 90 Park...Employment Agreement • April 25th, 2024 • Pagaya Technologies Ltd. • Finance services • New York
Execution Version #97570842v91 CREDIT AGREEMENT dated as of February 2, 2024, among PAGAYA TECHNOLOGIES LTD., and PAGAYA US HOLDING COMPANY LLC, individually and collectively as the context may require, as the Borrower, THE SEVERAL LENDERS FROM TIME...97570842v91 Credit Agreement • February 7th, 2024 • Pagaya Technologies Ltd. • Finance services • 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 • 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.”
CONFIDENTIAL GENERAL RELEASE AND SEPARATION AGREEMENTConfidential General Release and Separation Agreement • April 25th, 2024 • Pagaya Technologies Ltd. • Finance services • New York
This Confidential General Release and Separation Agreement (this “Agreement”) is entered into by and between Michael Kurlander (“Employee”) and Pagaya Technologies US LLC, a Delaware limited liability company having a place of business at 90 Park Avenue, New York, NY (the “Company”) (Employee, the Company and Company Parent (as defined herein) collectively referred to in this Agreement as the “Parties”).
ContractPagaya Technologies Ltd. • March 18th, 2024 • Finance services • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 20th, 2023 • Pagaya Technologies Ltd. • Finance services
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 5, 2023, is entered into by and among Pagaya Technologies Ltd, a company organized under the laws of Israel (“Pagaya” or the “Issuer”), and the Stockholders (as defined below) set forth on the signature pages hereto. Pagaya and the Stockholders are sometimes referred to herein as, collectively, the “Parties”, and each, a “Party”. Capitalized terms used and not defined in this Registration Rights Agreement have the meanings ascribed to such terms in the Merger Agreement (as defined below).
CONFIDENTIAL GENERAL RELEASE AND SEPARATION AGREEMENTConfidential General Release and Separation Agreement • April 25th, 2024 • Pagaya Technologies Ltd. • Finance services • New York
This Confidential General Release and Separation Agreement (this “Agreement”) is entered into by and between Ashok Vaswani (“Employee”) and Pagaya Technologies US LLC, a Delaware limited liability company having a place of business at 90 Park Avenue, New York, NY (the “Company”) (Employee and the Company collectively referred to in this Agreement as the “Parties”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 17th, 2022 • Pagaya Technologies Ltd. • Finance services • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 17, 2022, is by and between B. Riley Principal Capital II, LLC, a Delaware limited liability company (the “Investor”), and Pagaya Technologies Ltd., a company organized under the laws of Israel (the “Company”).
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.
a) The Administrative Agent shall have received duly executed counterparts of this Amendment from each Borrower and the Required Lenders. (b) Immediately prior to and immediately after giving effect to this Amendment, no Default or Event of Default...Credit Agreement • October 1st, 2024 • Pagaya Technologies Ltd. • Finance services • New York
EXECUTION VERSION ═══════════════════════════════════════════════════════ ═══════════════════════════════════════════════════════ PAGAYA US HOLDING COMPANY LLC, THE PARENT GUARANTOR PARTY HERETO and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as...Pagaya Technologies Ltd. • October 1st, 2024 • Finance services • New York
