Exhibit 10.9


 


REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS
AGREEMENT (this “Agreement”), dated as of June 25, 2021, is made and entered into by and among each of Payoneer
Global Inc., formerly known as New Starship Parent Inc., a Delaware corporation (the “Company” or “Payoneer”),
FTAC Olympus Sponsor, LLC, a Delaware limited liability company and FTAC Olympus Advisors, LLC, a Delaware limited liability company (collectively,
the “Sponsor”), the holders of shares of common stock, preferred stock and warrants of Old Payoneer (as defined
below) set forth on the signature pages hereto (such holders, the “Payoneer Holders”) and any person or entity
who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement (each, a “Holder”
and collectively, the “Holders”).


 


RECITALS


 


WHEREAS, the FTAC Olympus
Acquisition Corp., a Cayman Islands exempted company (the “SPAC”) has issued the Sponsor an aggregate of 19,411,094
(the “Founder Shares”) of the SPAC’s Class B ordinary shares, $0.0001 par value per share (the “SPAC
Class B Common Stock”);


 


WHEREAS, the Founder
Shares are convertible into shares of the SPAC’s Class A ordinary shares, par value $0.0001 per share (the “SPAC
Class A Common Stock”), on the terms and conditions provided in the SPAC’s amended and restated memorandum and
articles of incorporation;


 


WHEREAS, the Sponsor
purchased an aggregate of 2,170,000 units of the SPAC (each, a “Placement Unit” and collectively, the “Placement
Units”), each Placement Unit consisting of one share of Common Stock (each, a “Placement Share”
and collectively, the “Placement Shares”) and one third of one warrant to purchase one Class A ordinary share
(each, a “Placement Warrant” and collectively, the “Placement Warrants”) in a private
placement transaction (the “Private Placement”) occurring simultaneously with the closing of the Company’s
initial public offering (the “IPO”);


 


WHEREAS, on August
25, 2020, the SPAC and the Sponsor entered into a Registration Rights Agreement (the “Original Agreement”),
pursuant to which the SPAC granted the Sponsor certain registration rights with respect to certain securities of the Company;


 


WHEREAS, on the date
hereof, upon the closing of the transactions (such transactions, the “Transactions”) contemplated by
that certain Agreement and Plan of Reorganization, dated as of February 3, 2021 (as amended and supplemented as of the date hereof, the
“Business Combination Agreement”), by and among the Company, the SPAC, First Merger Sub, Second Merger Sub and
Payoneer Inc., a Delaware corporation (prior to the Transactions, such corporation, “Old Payoneer”), (i) each
share of SPAC Class A Common Stock and each share of SPAC Class B Common Stock issued and outstanding immediately prior to the closing
of the Transactions shall be converted into a validly issued, fully paid and non-assessable share of Common Stock, par value $0.0001 per
share of the Company (“Common Stock”), (ii) each share of convertible preferred stock of Old Payoneer shall
be converted into a share of common stock of Old Payoneer (together with each existing share of common stock of Old Payoneer, the “Payoneer
Shares”) which, in turn, shall be converted into a number of shares of Common Stock equal to the Per Share Stock Consideration
(as defined in the Business Combination Agreement) and (iii) each warrant exercisable or redeemable for shares of common stock of Old
Payoneer shall be converted into a warrant exercisable or redeemable for Common Stock (“Warrant Shares”);


 


WHEREAS, on the date
hereof, the Sponsor has purchased an aggregate of 700,000 shares of Common Stock in a transaction exempt from registration under the Securities
Act (such transaction, the “PIPE” and such shares, the “PIPE Shares”);


 


WHEREAS, pursuant to
that certain Sponsor Share Surrender and Share Restriction Agreement dated the date hereof (the “Sponsor Share Agreement”),
the Sponsor has agreed to forfeit an aggregate of 1,941,109 Founder Shares and all of the Placement Warrants held thereby (the “Forfeiture”);


 






     


     


    

 


WHEREAS, in connection
with the purchase of the PIPE Shares and the consummation of the Transactions, the Company and the Holders desire to enter into this agreement,
which shall replace the Original Agreement and the Amended and Restated Investor Rights Agreement, dated as of July 22, 2020, by and among
Old Payoneer and the other parties thereto, in order to provide the Holders with registration rights on the terms set forth herein;


 


NOW, THEREFORE,
in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:


 


 


ARTICLE I


DEFINITIONS


 


1.1  Definitions.
The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth below:


 


“Adverse
Disclosure” shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment
of the Board or the Chairman, Chief Executive Officer or principal financial officer of the Company (i) would be required to be made
in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue
statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained
therein (in the case of any Prospectus and any preliminary Prospectus, in the light of the circumstances under which they were made) not
misleading, (ii) would not be required to be made at such time if the Registration Statement were not being filed, and (iii) the
Company has a bona fide business purpose for not making such information public. 


 


“Agreement”
shall have the meaning given in the Preamble.


 


“Board”
shall mean the Board of Directors of the Company.


 


“Business Combination
Agreement” shall have the meaning set forth in the Recitals hereto.


 


“Business Day”
means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally
authorized or required by law or regulation to close in the City of New York, New York.


  


“Commission”
shall mean the Securities and Exchange Commission.


 


“Common Stock”
shall have the meaning given in the Recitals hereto.


 


“Company”
shall have the meaning given in the Preamble.


 


“Demand Exercise
Notice” shall have the meaning given in subsection 2.1.2.


 


“Demanding Holders”
shall have the meaning given in subsection 2.1.1(b).


 


“Demand Registration”
shall have the meaning given in subsection 2.1.2.


 


“Demand Registration
Period” shall have the meaning given in subsection 2.1.2.


 


“Demand Registration
Request” shall have the meaning given in subsection 2.1.2.


 


“Effectiveness
Date” shall have the meaning given in subsection 2.1.1.


 


“Exchange Act”
shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.


 


“Filing Date”
shall have the meaning given in subsection 2.1.1(a).


 






    2


    


    

 


“Forfeiture”
shall have the meaning set forth in the Recitals.


 


“Form S-1”
shall mean Form S-1 for the registration of securities under the Securities Act promulgated by the Commission.


 


“Form S-3”
shall mean Form S-3 for the registration of securities under the Securities Act promulgated by the Commission.


 


“Founder Lock-up
Period” shall mean, with respect to the number of Founder Shares held by the Sponsor following the Forfeiture on the date
hereof, the period ending (x)(a) with respect to one-third of such shares, on the date hereof, (b) with respect to one-third of such shares,
when the closing price of the Common Stock equals or exceeds $15.00 for any 20 trading days within a 30-trading day period following the
date hereof and (c) with respect to one-third of such shares, when the closing price of the Common Stock equals or exceeds $17.00 for
any 20 trading days within a 30-trading day period following the date hereof, or (y) in any case, if, after the date hereof, the
Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the
Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property or in the
event of a consolidation merger, share exchange or similar transaction in which the Company is the surviving entity that results in a
change in the majority of its board of directors or management team and shareholders of Payoneer immediately prior to such consolidation
merger, share exchange or similar transaction cease to hold at least a majority of the outstanding shares of Payoneer immediately following
such consolidation merger, share exchange or similar transaction.


 


“Founder Shares”
shall have the meaning given in the Recitals hereto, and shall include any shares of Common Stock into which such Founder Shares convert
on the terms and conditions provided in the Business Combination Agreement.


 


“Holders”
shall have the meaning given in the Preamble.


 


“Initiating Holders”
shall have the meaning given in subsection 2.1.2.


 


“IPO”
shall have meaning set forth in the Recitals hereto.


 


“Letter Agreement”
shall mean the letter agreement, dated as of August 25, 2020, by and among the SPAC certain of the SPAC’s officers and directors
and the Sponsor.


 


“Maximum Number
of Securities” shall have the meaning given in subsection 2.1.3.


 


“Minimum Demand
Threshold” shall mean $15,000,000.


 


“Misstatement”
shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement,
preliminary Prospectus or Prospectus, or necessary to make the statements in a Registration Statement, preliminary Prospectus or Prospectus,
in the case of the preliminary Prospectus or Prospectus, in light of the circumstances under which they were made, not misleading.


 


“Payoneer”
shall have the meaning set forth in the Recitals hereto.


 


“Old Payoneer”
shall have the meaning set forth in the Recitals hereto.


 


“Original Agreement”
shall have the meaning set forth in the Recitals hereto.


 


“Payoneer Holders”
shall have the meaning set forth in the Preamble.


 


“Payoneer Lock-Up
Period” shall mean the period terminating 180 days after the date hereof, in each case subject to the terms of the lock
up agreements entered into by each Payoneer Holder in connection with the Transactions.


 






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“Payoneer Shares”
shall have the meaning set forth in the Recitals hereto.


 


“Permitted Transferees”
shall mean any person or entity to whom a Holder of Registrable Securities is permitted to transfer such Registrable Securities prior
to the expiration of the Founder Lock-up Period or Payoneer Lock-Up Period or Private Placement Unit Lock-up Period, as the case may be,
hereunder, under the Letter Agreement and any other applicable agreement between such Holder and the Company, and to any transferee thereafter.


 


“Piggy-back Registration”
shall have the meaning given in Section 2.2.1.


 


“PIPE”
shall have the meaning set forth in the Recitals hereto.


 


“PIPE Shares”
shall have the meaning set forth in the Recitals hereto.


 


“Placement Share”
or “Placement Shares” shall have the meaning given in the Recitals hereto.


 


“Placement Unit
Lock-up Period” shall mean, with respect to the Placement Units and Placement Shares, , a period terminating 30 days after
the date hereof, subject to certain exceptions set forth in the Letter Agreement.


 


“Placement Unit”
or “Placement Units” shall have the meaning given in the Recitals hereto.


 


“Placement Warrant”
or “Placement Warrants” shall have the meaning given in the Recitals hereto.


 


“Private Placement”
shall have the meaning given in the Recitals hereto.


 


“Pro Rata”
shall have the meaning given in Section 2.1.3.


 


“Prospectus”
shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended
by any and all post-effective amendments and including all materials incorporated by reference in such prospectus.


 


“Prospectus Date”
shall mean the date of the final Prospectus filed with the Commission and relating to the IPO. 


 


“Registrable
Security” shall mean (a) the shares of Common Stock issued or issuable upon the conversion of any Founder Shares or
Payoneer Shares, (b) the PIPE Shares, (c) the Warrant Shares and (d) any other equity security of the Company issued or issuable with
respect to any such shares of Common Stock by way of a stock dividend or stock split or in connection with a combination of stock, acquisition,
recapitalization, consolidation, reorganization, stock exchange, stock reconstruction and amalgamation or contractual control arrangement
with, purchasing all or substantially all of the assets of, or engagement in any other similar transaction; provided, however, that, as
to any particular Registrable Security, such securities shall cease to be Registrable Securities when: (i) if a Registration Statement
with respect to the sale of such securities shall have become effective under the Securities Act, at the earlier of (A) one year following
the date the Registration Statement is declared effective or (B) the date that such securities shall have been sold, transferred, disposed
of or exchanged in accordance with such Registration Statement; (ii) such securities may otherwise be transferred, new certificates
or book entries credits for such securities not bearing a legend restricting further transfer shall have been delivered by the Company
and subsequent public distribution of such securities shall not require registration under the Securities Act; (iii) such securities
shall have ceased to be outstanding; or (iv) such securities have been sold to, or through, a broker, dealer or underwriter in a
public distribution or other public securities transaction. 


 


“Registration”
shall mean a registration effected by preparing and filing a Registration Statement or similar document in compliance with the requirements
of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such Registration Statement becoming effective.


 






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“Registration
Expenses” shall mean the out-of-pocket expenses of a Registration, including, without limitation, the following:


 


(A) all registration
and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory Authority and any securities
exchange on which the Common Stock is then listed);


 


(B) fees and expenses
of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel for the Underwriters in connection
with blue sky qualifications of Registrable Securities);


 


(C) printing, messenger,
telephone and delivery expenses;


 


(D) reasonable fees
and disbursements of counsel for the Company


 


(E) reasonable fees and disbursements
not to exceed $150,000 of one counsel for the Sponsor and its affiliates, which shall be selected by Cohen & Company, LLC, pursuant
to a Shelf Underwriting or Demand Registration;


 


(F) reasonable fees and disbursements
not to exceed $25,000 of one counsel for the Payoneer Holders, which shall be selected by the Payoneer Holders, pursuant to a Shelf Underwriting
or Demand Registration; and


 


(G) reasonable fees
and disbursements of all independent registered public accountants of the Company incurred specifically in connection with such Registration.


 


“Registration
Statement” shall mean any registration statement that covers the Registrable Securities pursuant to the provisions of this
Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements
to such registration statement, and all exhibits to and all materials incorporated by reference in such registration statement.


 


“Requesting Holder”
shall have the meaning given in subsection 2.1.3.


 


“Securities Act”
shall mean the Securities Act of 1933, as amended from time to time.


 


“Shelf Registrable
Securities” shall have the meaning given in subsection 2.1.1(b).


 


“Shelf Registration
Statement” shall have the meaning given in subsection 2.1.1(a).


 


“Shelf Underwriting”
shall have the meaning given in subsection 2.1.1(b).


 


“Shelf Underwriting
Notice” shall have the meaning given in subsection 2.1.1(b).


 


“Shelf Underwriting
Request” shall have the meaning given in subsection 2.1.1(b).


 


“SPAC”
shall have the meaning set forth in the Recitals.


 


“SPAC Class A
Common Stock” shall have the meaning set forth in the Recitals.


 


“SPAC Class B
Common Stock” shall have the meaning set forth in the Recitals.


 


“Sponsor“
shall have the meaning given in the Preamble.


 






    5


    


    

 


“Sponsor Share
Agreement” shall have the meaning given in the Recitals.


 


“Transactions”
shall have the meaning set forth in the Recitals.


 


“Underwriter”
shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such
dealer’s market-making activities.


 


“Underwritten Block Trade” shall
have the meaning given in Section 2.1.1(b).


 


“Underwritten
Registration” or “Underwritten Offering” shall mean a Registration in which securities of the
Company are sold to an Underwriter in a firm commitment underwriting for distribution to the public.


 


 


ARTICLE II


REGISTRATIONS


 


2.1 Demand Registration.


 


2.1.1  Shelf
Registration Statement.(a) As soon as practicable but no later than fifteen (15) Business Days after the date hereof (the “Filing
Date”), the Company shall prepare and file with (or confidentially submit to) the Commission a shelf registration statement
under Rule 415 of the Securities Act (such registration statement, a “Shelf Registration Statement”) covering
the resale of all the Registrable Securities (determined as of two Business Days prior to such filing) on a delayed or continuous basis
and shall use its commercially reasonable efforts to have such Shelf Registration Statement declared effective as soon as practicable
after the filing thereof and no later than the earlier of (x) the 60th Business Day (or 80th Business Day if the Commission notifies the
Company that it will “review” the Registration Statement) following the date hereof and (y) the 10th Business Day after the
date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be
“reviewed” or will not be subject to further review (such earlier date, the “Effectiveness Date”);
provided, however, that if the Commission is closed for operations due to a government shutdown, the Effectiveness Date shall be extended
by the same amount of days that the Commission remains closed for operations. Such Shelf Registration Statement shall provide for the
resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested
by, any Holder named therein. The Company shall maintain the Shelf Registration Statement in accordance with the terms hereof, and shall
prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep
a Shelf Registration Statement continuously effective, available for use to permit all Holders named therein to sell their Registrable
Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable
Securities. If at any time the Company shall have qualified for the use of a Registration Statement on Form S-3 or any other form that
permits incorporation of substantial information by reference to other documents filed by the Company with the Commission and at such
time the Company has an outstanding Shelf Registration Statement on Form S-1, then the Company shall use its commercially reasonably efforts
to convert such outstanding Shelf Registration Statement on Form S-1 into a Shelf Registration Statement on Form S-3.


 






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(b) Subject to Section 2.3
and Section 2.4, (i) the Sponsor or (ii) the Holders of a majority-in-interest of the then outstanding number of Registrable Securities
(other than those described in clause (c) to the definition of “Registrable Securities”) held by the Payoneer Holders (the
“Demanding Holders”), may make a written demand from time to time to elect to sell all or any part of their
Registrable Securities, with a total offering price reasonably expected to exceed, in the aggregate, the Minimum Demand Threshold, pursuant
to an Underwritten Offering pursuant to the Shelf Registration Statement, which written demand shall describe the amount and type of securities
to be included in such Registration and the intended method(s) of distribution thereof. The Demanding Holders shall make such election
by delivering to the Company a written request (a “Shelf Underwriting Request”) for such Underwritten Offering
specifying the number of Registrable Securities that the Demanding Holders desire to sell pursuant to such Underwritten Offering (the
“Shelf Underwriting”). As promptly as practicable, but no later than five (5) Business Days after receipt of
a Shelf Underwriting Request, the Company shall give written notice (the “Shelf Underwriting Notice”) of such
Shelf Underwriting Request to the Holders of record of other Registrable Securities registered on such Shelf Registration Statement (“Shelf
Registrable Securities”). The Company, subject to Section 2.1.3, shall include in such Shelf Underwriting (x) the Registrable
Securities of the Demanding Holders and (y) the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities
which shall have made a written request to the Company for inclusion in such Shelf Underwriting (which request shall specify the maximum
number of Shelf Registrable Securities intended to be disposed of by such Holder) within ten (10) days after the receipt of the Shelf
Underwriting Notice. The Company shall, as expeditiously as possible (and in any event within twenty (20) Business Days after the receipt
of a Shelf Underwriting Request), but subject to Section 2.3, use its reasonable best efforts to effect such Shelf Underwriting. The Company
shall, at the request of any Demanding Holder or any other Holder of Registrable Securities registered on such Shelf Registration Statement,
file any prospectus supplement or, if the applicable Shelf Registration Statement is an automatic shelf registration statement, any post-effective
amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by the
Demanding Holders or any other Holder of Shelf Registrable Securities to effect such Shelf Underwriting. Once a Shelf Registration Statement
has been declared effective, the Demanding Holders may request, and the Company shall be required to facilitate, an aggregate of three
(3) Shelf Underwritings pursuant to this subsection 2.1.1(b) with respect to any or all Registrable Securities in any twelve (12)
month period; provided, however, that a Shelf Underwriting shall not be counted for such purposes unless a Registration Statement has
become effective and all of the Registrable Securities requested by the Demanding Holders to be registered on behalf of the Demanding
Holders in such Shelf Underwriting have been sold; and provided, further, that the number of Shelf Underwritings the Demanding Holders
shall be entitled to request shall be reduced by each Demand Registration effected for such Demanding Holder pursuant to Section 2.1.2.
Notwithstanding the foregoing, if a Demanding Holder wishes to engage in an underwritten block trade or similar transaction or other transaction
with a 2-day or less marketing period (collectively, “Underwritten Block Trade”) off of a Shelf Registration
Statement, then notwithstanding the foregoing time periods, such Demanding Holder only needs to notify the Company of the Underwritten
Block Trade two (2) Business Days prior to the day such offering is to commence and the Holders of record of other Registrable Securities
shall not be entitled to notice of such Underwritten Block Trade and shall not be entitled to participate in such Underwritten Block Trade;
provided, however, that the Demanding Holder requesting such Underwritten Block Trade shall use commercially reasonable
efforts to work with the Company and the underwriters prior to making such request in order to facilitate preparation of the registration
statement, prospectus and other offering documentation related to the Underwritten Block Trade.


 






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2.1.2 Other Demand
Registration. At any time that a Shelf Registration Statement provided for in Section 2.1.1(a) is not available for use
by the Holders following such Shelf Registration Statement being declared effective by the Commission (a “Demand Registration
Period”), subject to this Section 2.1.2 and Section 2.3 and Section 2.4, at any time and from
time to time during such Demand Registration Period, the Demanding Holders shall have the right to make a written demand from time to
time to effect one or more registration statements under the Securities Act covering all or any part of their Registrable Securities,
with a total offering price reasonably expected to exceed, in the aggregate, the Minimum Demand Threshold, by delivering a written demand
therefor to the Company, which written demand shall describe the amount and type of securities to be included in such Registration and
the intended method(s) of distribution thereof. Any such request by any Demanding Holder pursuant to this Section 2.1.2 is
referred to herein as a “Demand Registration Request,” and the registration so requested is referred to herein
as a “Demand Registration” (with respect to any Demand Registration, the Demanding Holders making such demand
for registration being referred to as the “Initiating Holders”). Subject to Section 2.3, the Demanding
Holders shall be entitled to request (and the Company shall be required to effect) an aggregate of three (3) Demand Registrations
pursuant to this subsection 2.12 with respect to any or all Registrable Securities in any twelve (12) month period,; provided, however,
that a Demand Registration shall not be counted for such purposes unless a Registration Statement has become effective and all of the
Registrable Securities requested by the Demanding Holders to be registered on behalf of the Demanding Holders in such Demand Registration
have been sold; and provided, further, that the number of Demand Registrations the Demanding Holders shall be entitled to request shall
be reduced by each Shelf Underwriting effected for such Demanding Holder pursuant to Section 2.1.1(b). The Company shall give written
notice (the “Demand Exercise Notice”) of such Demand Registration Request to each of the Holders of record of
Registrable Securities as promptly as practicable but no later than five (5) Business Days after receipt of the Demand Registration Request. The
Company, subject to Sections 2.3 and 2.4, shall include in a Demand Registration (x) the Registrable Securities
of the Initiating Holders and (y) the Registrable Securities of any other Holder of Registrable Securities which shall have made
a written request to the Company for inclusion in such registration pursuant to Section 2.1.2 (which request shall specify
the maximum number of Registrable Securities intended to be disposed of by such Holder) within ten (10) days following the receipt of
any such Demand Exercise Notice. The Company shall, as expeditiously as possible, but subject to Section 2.3, use its reasonable
best efforts to (x) file or confidentially submit with the Commission (no later than (A) sixty (60) days from the Company’s
receipt of the applicable Demand Registration Request if the Demand Registration is on Form S-1 or similar long-form registration
or (B) thirty (30) days from the Company’s receipt of the applicable Demand Registration Request if the Demand Registration
is on Form S-3 or any similar short-form registration), (y) cause to be declared effective as soon as reasonably practicable
such registration statement under the Securities Act that includes the Registrable Securities which the Company has been so requested
to register, for distribution in accordance with the intended method of distribution and (z) if requested by the Initiating Holders,
obtain acceleration of the effective date of the registration statement relating to such registration.


 






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2.1.3 Reduction
of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Shelf Underwriting
or Demand Registration, in good faith, advises the Company, the Demanding Holders and any other Holders participating in the Underwritten
Registration (if any) (the “Requesting Holders”) in writing that the dollar amount or number of Registrable
Securities that such Holders desire to sell, taken together with all other shares of Common Stock or other equity securities that the
Company desires to sell and the shares of Common Stock, if any, as to which a Registration has been requested pursuant to separate written
contractual piggy-back registration rights held by any other stockholders who desire to sell, exceeds the maximum dollar amount or maximum
number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the
timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such
securities, as applicable, the “Maximum Number of Securities”), then the Company shall include in such Underwritten
Offering, as follows: (i) first, the Registrable Securities of the Demanding Holders and the Requesting Holders (if any) (pro rata
based on the respective number of Registrable Securities that each Demanding Holder and Requesting Holder (if any) has requested be included
in such Underwritten Registration and the aggregate number of Registrable Securities that the Demanding Holders and Requesting Holders
have collectively requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”))
that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities
has not been reached under the foregoing clause (i), the shares of Common Stock or other equity securities that the Company desires to
sell that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities
has not been reached under the foregoing clauses (i) and (ii), the shares of Common Stock or other equity securities of other persons
or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such
persons and that can be sold without exceeding the Maximum Number of Securities.


 


2.1.4  Demand
Registration Withdrawal. A majority-in-interest of the Demanding Holders initiating a Shelf Underwriting or Demand Registration, pursuant
to a Registration under subsection 2.1.1 or 2.1.2 shall have the right in their sole discretion to withdraw from a Registration pursuant
to such Demand Registration upon written notification to the Company and the Underwriter or Underwriters (if any) of their intention to
withdraw from such Registration prior to (i) in the case of a Shelf Underwriting, the filing of a preliminary prospectus supplement setting
forth the terms of the Underwritten Offering with the Commission and (ii) in the case of a Demand Registration, the effectiveness of the
Registration Statement filed with the Commission with respect to the Registration of their Registrable Securities pursuant to such Demand
Registration. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses
incurred in connection with a Registration pursuant to a Shelf Underwriting or Demand Registration prior to its withdrawal under this
subsection 2.1.4.


 






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2.2  Piggy-back Registration.


 


2.2.1 Piggy-back
Rights. If, at any time on or after the date hereof, the Company proposes to file a Registration Statement under the Securities Act
with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into
equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of
the Company including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (i) filed in
connection with any employee stock option or other benefit plan, (ii) for an exchange offer, as part of a merger, consolidation or
similar transaction or for an offering of securities solely to the Company’s existing stockholders, (iii) for an offering of
debt that is convertible into equity securities of the Company, or (iv) for a dividend reinvestment plan, then the Company shall
give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten
(10) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and
type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter
or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register
the sale of such number of Registrable Securities as such Holders may request in writing within ten (10) Business Days after receipt
of such written notice (such Registration a “Piggy-back Registration”). The Company shall, in good faith, cause
such Registrable Securities to be included in such Piggy-back Registration and shall use its best efforts to cause the managing Underwriter
or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection
2.2.1 to be included in a Piggy-back Registration on the same terms and conditions as any similar securities of the Company included in
such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s)
of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under
this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten
Offering by the Company. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at
any time in its sole discretion.


  


2.2.2 Reduction
of Piggy-back Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggy-back
Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggy-back Registration
in writing that the dollar amount or number of the shares of Common Stock that the Company desires to sell, taken together with (i) the
shares of Common Stock, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with
persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration
has been requested pursuant to Section 2.2.1 hereof, and (iii) the shares of Common Stock, if any, as to which Registration has been
requested pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company, exceeds the Maximum
Number of Securities, then:


 


(a) If the Registration
is undertaken for the Company’s account, the Company shall include in any such Registration (A) first, the shares of Common
Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities;
(B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable
Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof, Pro Rata,
which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities
has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock, if any, as to which Registration has been requested
pursuant to written contractual piggy-back registration rights of other stockholders of the Company, which can be sold without exceeding
the Maximum Number of Securities; and


 






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(b) If the Registration is
pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such
Registration (A) first, the shares of Common Stock or other equity securities, if any, of such requesting persons or entities, which
can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has
not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable
Securities pursuant to subsection 2.2.1, Pro Rata, which can be sold without exceeding the Maximum Number of Securities (C) third,
to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common
Stock or other equity securities that the Company desires to sell which can be sold without exceeding the Maximum Number of Securities;
and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and
(C), the shares of Common Stock or other equity securities for the account of other persons or entities that the Company is obligated
to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the
Maximum Number of Securities.


 


2.2.3  Piggy-back
Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw from a Piggy-back Registration for
any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of his, her or its intention
to withdraw from such Piggy-back Registration prior to the effectiveness of the Registration Statement filed with the Commission with
respect to such Piggy-back Registration. The Company (in its sole discretion or as the result of a request for withdrawal by persons pursuant
to separate written contractual obligations) may postpone or withdraw the filing or effectiveness of a Piggy-back Registration. Notwithstanding
anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with
the Piggy-back Registration prior to its withdrawal under this subsection 2.2.3.


 


2.2.4 Unlimited
Piggy-back Registration Rights. For purposes of clarity, any Registration effected pursuant to Section 2.2 hereof shall not be
counted as a Registration pursuant to a Shelf Underwriting or Demand Registration effected under Section 2.1 hereof; provided, however,
that the rights to demand a Piggy-back Registration under this Section 2.2 shall terminate on the second anniversary of the date hereof.


  


2.3  Restrictions
on Registration Rights. The Company shall not be obligated to effect any Shelf Underwriting or Demand Registration within
90 days after the effective date of a previous Shelf Underwriting or Demand Registration or a previous Piggy-back Registration
in which holders of Registrable Securities were permitted to register, and actually sold, 75% of the Registrable Securities requested
to be included therein. The Company may postpone for up to 120 days the filing or effectiveness of (A) a Shelf Underwriting or a Registration
Statement for a Demand Registration if the Holders have requested an Underwritten Registration and the Company and the Holders
are unable to obtain the commitment of underwriters to firmly underwrite the offer, or (B) a Shelf Underwriting or a Registration Statement
for a Demand Registration if the Registration Statement is required under applicable law, rule or regulation to contain (i) financial
statements that are unavailable to the Company for reasons beyond the Company’s control, (ii) audited financial statements as of
a date other than the Company’s fiscal year end (unless the Holders requesting Registration agree to pay the reasonable
expenses of this audit), (iii) pro forma financial statements that are required to be included in a registration statement,
or if the Board determines in its reasonable good faith judgment that such Shelf Underwriting or Demand Registration would (x)
materially interfere with a significant acquisition, corporate organization or other similar transaction involving the Company, (y) require
the Company to make an Adverse Disclosure or (z) render the Company unable to comply with requirements under the Securities Act or Exchange
Act; provided, that in such event the Holders of a majority-in-interest of the Registrable Securities initiating a Shelf Underwriting
or Demand Registration shall be entitled to withdraw such request and, if such request is withdrawn, such Shelf Underwriting
or Demand Registration shall not count as one of the permitted Shelf Underwritings or Demand Registrations hereunder and
the Company shall pay all Registration Expenses in connection with such Registration. The Company may delay a Shelf Underwriting
or Demand Registration hereunder only twice in any period of twelve consecutive months.


 






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2.4 Lock-Up.
Notwithstanding anything to the contrary in this Agreement, the Company shall not be obligated to effect any Shelf Underwriting, Demand
Registration or Piggy-back Registration of (i) any shares of Common Stock subject to the Founder Lock-Up Period prior to the Founder Lock-Up
Period, (ii) any Registrable Securities subject to the Placement Unit Lock-Up Period during the Placement Unit Lock-Up Period, or (iii)
any shares of Common Stock subject to the Payoneer Lock-Up Period prior to the Payoneer Lock-Up Period . Nothing in this Section 2.4 shall
limit the Company’s obligation to register all of the Registrable Securities on the Shelf Registration Statement pursuant to Section
2.1.1(a).


 


ARTICLE III


COMPANY PROCEDURES


 


3.1 General Procedures.
If at any time on or after the date hereof the Company is required to effect the Registration of Registrable Securities, the Company shall
use its best efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan
of distribution thereof, and pursuant thereto the Company shall:


 


3.1.1  prepare
and file with the Commission a Registration Statement with respect to such Registrable Securities and use its reasonable best efforts
to cause such Registration Statement to become effective and remain effective until all Registrable Securities covered by such Registration
Statement have been sold;


 


3.1.2 prepare
and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the
Prospectus, as may be requested by any Holder or any Underwriter of Registrable Securities or as may be required by the rules, regulations
or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to
keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance
with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus and either (i) any underwriter
overallotment option has terminated by its terms or (ii) the underwriters have advised the Company that they will not exercise such option
or any remaining portion thereof;


 


3.1.3 furnish
without charge to the Underwriters, if any, and each Holder of Registrable Securities included in such Registration, or such Holders’
legal counsel, copies of the Prospectus included in such Registration Statement (including each preliminary Prospectus), and each amendment
and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein), and such other documents
as the Underwriters and each Holder of Registrable Securities included in such Registration or the legal counsel for any such Holders
may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Holders;


 






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3.1.4 prior to
any public offering of Registrable Securities, use its best efforts to (i) register or qualify the Registrable Securities covered by the
Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as any Holder of
Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may reasonably request
and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with
or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do
any and all other acts and things that may be reasonably necessary or advisable to enable the Holders of Registrable Securities included
in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however,
that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required
to qualify or take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it
is not then otherwise so subject;


 


3.1.5  use commercially
reasonable efforts to cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on
which similar securities issued by the Company are then listed;


 


3.1.6 provide
a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective date of
such Registration Statement;


 


3.1.7 advise each
seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop
order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding
for such purpose and promptly use its commercially reasonable best efforts to prevent the issuance of any stop order or to obtain its
withdrawal if such stop order should be issued;


 


3.1.8  at least
five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration
Statement or Prospectus or any document that is to be incorporated by reference into such Registration Statement or Prospectus, furnish
a copy thereof to each seller of such Registrable Securities and its counsel, including, without limitation, providing copies promptly
upon receipt of any comment letters received with respect to any such Registration Statement or Prospectus. The Company shall not include
the name of any Holder or any information regarding any Holder in any Registration Statement or Prospectus, any amendment or supplement
to such Registration Statement or Prospectus, any document that is to be incorporated by reference into such Registration Statement or
Prospectus, or any response to any comment letter, without the prior written consent of such Holder and providing each such Holder a reasonable
amount of time to review and comment on such applicable document, which comments the Company shall include unless contrary to applicable
law;


  


3.1.9  notify
the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act,
of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes
a Misstatement, and then to correct such Misstatement as set forth in Section 3.4 hereof;


 


3.1.10  in the
event of an Underwritten Offering, permit the participating Holders to rely on any “cold comfort” letter from the Company’s
independent registered public accountants provided to the managing Underwriter of such offering;


 


3.1.11  in the
event of an Underwritten Offering, permit the participating Holders to rely on any opinion(s) of counsel representing the Company for
the purposes of such Registration issued to the managing Underwriter of such offering covering legal matters with respect to the Registration;


 


3.1.12 in the
event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form,
with the managing Underwriter of such offering;


 






    13


    


    

 


3.1.13  make available
to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months
beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement
which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder, and which requirement will be deemed
to be satisfied if the Company timely files complete and accurate information on Forms 10-Q, 10-K and 8-K under the Exchange Act and otherwise
complies with Rule 158 under the Securities Act;


 


3.1.14  if the
Registration involves the Registration of Registrable Securities involving gross proceeds in excess of $25,000,000, use its reasonable
efforts to make available senior executives of the Company to participate in customary “road show” presentations that may
be reasonably requested by the Underwriter in any Underwritten Offering; and


 


3.1.15  otherwise,
in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, in connection
with such Registration.


 


3.2 Registration
Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the
Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions
and discounts, brokerage fees, Underwriter marketing costs and fees and expenses of legal counsel representing the Holders in excess or
in addition to the legal fees and expenses included as Registration Expenses. Any reimbursement or payment by the Company shall in no
event (a) be duplicative of or (b) limit any provision, in each case which provides for reimbursement of fees and expenses of counsel
in any other contract or agreement between the Holders and the Company.


 


3.3 Requirements
for Participation in Underwritten Offerings. No person may participate in any Underwritten Offering for equity securities of the Company
pursuant to a Registration initiated by the Company hereunder unless such person (i) agrees to sell such person’s securities
on the basis provided in any underwriting arrangements approved by the Company and (ii) completes and executes all customary questionnaires,
powers of attorney, indemnities, lock-up agreements, underwriting agreements and other customary documents as may be reasonably required
under the terms of such underwriting arrangements.


 


3.4  Suspension
of Sales; Adverse Disclosure. Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains
a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until he, she or it is advised in
writing by the Company that the use of the Prospectus may be resumed and he, she or it has received copies of a supplemented or amended
Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to prepare and file such supplement or amendment
as soon as reasonably practicable after the time of such notice) and, if so directed by the Company, each Holder shall deliver to the
Company (at the Company’s expense) all copies, other than permanent file copies then in such Holder’s possession, of the Prospectus
covering such Registrable Securities at the time of receipt of such notice. If the continued use of a Registration Statement in respect
of any Registration at any time would require the Company to make an Adverse Disclosure, or would require the inclusion in such Registration
Statement of (i) financial statements that are unavailable to the Company for reasons beyond the Company’s control, (ii) audited
financial statements as of a date other than the Company’s fiscal year end (unless the Holders requesting Registration agree
to pay the reasonable expenses of this audit), or (iii) pro forma financial statements that are required to be included in a registration statement,
the Company may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend
use of, such Registration Statement for no more than 180 days. In the event the Company exercises its rights under the preceding
sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating
to any Registration in connection with any sale or offer to sell Registrable Securities. The Company shall immediately notify the Holders
of the expiration of any period during which it exercised its rights under this Section 3.4.


  


3.5  Reporting
Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be reporting under the
Exchange Act, covenants to use reasonable best efforts to file timely (or obtain extensions in respect thereof and file within the applicable
grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange
Act and to promptly upon request by a Holder furnish such Holder with true and complete copies of such filings. The Company further covenants
that it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such
Holder to sell shares of Common Stock held by such Holder without registration under the Securities Act within the limitation of the exemptions
provided by Rule 144 promulgated under the Securities Act, including providing any legal opinions. Upon the request of any Holder,
the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such
requirements.


 






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ARTICLE IV


INDEMNIFICATION AND CONTRIBUTION


 


4.1  Indemnification.


 


4.1.1  The Company
agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers and directors and each person
who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses (including
reasonable attorneys’ fees) caused by any untrue or alleged untrue statement of material fact contained in any Registration Statement,
Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material
fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by
or contained in any information furnished in writing to the Company by such Holder expressly for use therein. The Company shall indemnify
the Underwriters, their officers and directors and each person who controls such Underwriters (within the meaning of the Securities Act)
to the same extent as provided in the foregoing with respect to the indemnification of the Holder. 


 


4.1.2  In connection
with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish to the Company
in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration Statement
or Prospectus and, to the extent permitted by law, shall indemnify the Company, its directors and officers and agents and each person
who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses (including,
without limitation, reasonable attorneys’ fees) resulting from any untrue statement of material fact contained in the Registration
Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission of a material fact required
to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or
omission is contained in any information or affidavit so furnished in writing by such Holder expressly for use therein; provided, however,
that the obligation to indemnify shall be several, not joint and several, among such Holders of Registrable Securities, and the liability
of each such Holder of Registrable Securities shall be in proportion to and limited to the net proceeds received by such Holder from the
sale of Registrable Securities pursuant to such Registration Statement. The Holders of Registrable Securities shall indemnify the Underwriters,
their officers, directors and each person who controls such Underwriters (within the meaning of the Securities Act) to the same extent
as provided in the foregoing with respect to indemnification of the Company.


  


4.1.3  Any person
entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with respect to which
it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right to indemnification
hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless in such indemnified party’s
reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit
such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense
is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its
consent (but such consent shall not be unreasonably withheld, conditioned or delayed). An indemnifying party who is not entitled to, or
elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel (plus local
counsel) for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified
party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim.
No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement
which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms
of such settlement) or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such
indemnified party of a release from all liability in respect to such claim or litigation.


  


4.1.4  The indemnification
provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified
party or any officer, director or controlling person of such indemnified party and shall survive the transfer of securities. The Company
and each Holder of Registrable Securities participating in an offering also agrees to make such provisions as are reasonably requested
by any indemnified party for contribution to such party in the event the Company’s or such Holder’s indemnification is unavailable
for any reason.


 






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4.1.5  If the
indemnification provided under Section 4.1 hereof from the indemnifying party is unavailable or insufficient to hold harmless an
indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying party,
in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of
such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying
party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party
and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or
alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by, or relates to information
supplied by, such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent,
knowledge, access to information and opportunity to correct or prevent such action; provided, however, that the liability of any Holder
under this subsection 4.1.5 shall be limited to the amount of the net proceeds received by such Holder in such offering giving rise to
such liability. The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed
to include, subject to the limitations set forth in subsections 4.1.1, 4.1.2 and 4.1.3 above, any legal or other fees, charges or expenses
reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just
and equitable if contribution pursuant to this subsection 4.1.5 were determined by pro rata allocation or by any other method of allocation,
which does not take account of the equitable considerations referred to in this subsection 4.1.5. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this subsection 4.1.5 from any
person who was not guilty of such fraudulent misrepresentation.


 


ARTICLE V


MISCELLANEOUS


 


5.1  Notices.
Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed
to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person or
by courier service providing evidence of delivery, or (iii) transmission by hand delivery, electronic mail or facsimile. Each notice
or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given, served, sent,
and received, in the case of mailed notices, on the third business day following the date on which it is mailed and, in the case of notices
delivered by courier service, hand delivery, electronic mail or facsimile, at such time as it is delivered to the addressee (with the
delivery receipt of the intended recipient or the affidavit of messenger) or at such time as delivery is refused by the addressee upon
presentation. Any notice or communication under this Agreement must be addressed to


 


the Company at:


 


Tsafi Goldman


150 W 30th Street


New York, New York 10001


tsafigo@payoneer.com


 


with a copy to:


 


Byron Rooney


450 Lexington Avenue


New York, New York 10017


byron.rooney@davispolk.com


 


and to the Holders, at such Holder’s
address referenced in Schedule A.


 


Any party may change its address for notice at
any time and from time to time by written notice to the other parties hereto, and such change of address shall become effective thirty
(30) days after delivery of such notice as provided in this Section 5.1.


 






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5.2 Assignment; No Third Party Beneficiaries.


 


5.2.1  This Agreement
and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part. Prior
to the expiration of the Founder Lock-up Period, Placement Unit Lock-up Period or Payoneer Lock-up Period, as the case may be, no Holder
may assign or delegate his, her or its rights, duties or obligations under this Agreement in whole or in part. Notwithstanding the above,
as it applies to the Registrable Securities, the Holder may transfer such securities during the respective lock-up period to any Permitted
Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement and,
if applicable, the Letter Agreement and the Placement Unit Subscription Agreements.


 


5.2.2 Except as set
forth in subsection 5.2.1 hereof, this Agreement and the rights, duties and obligations of the Holders of Registrable Securities hereunder
may be assigned or delegated by such Holder of Registrable Securities in conjunction with and to the extent of any transfer of Registrable
Securities by any such Holder.


 


5.2.3 This Agreement
and the provisions hereof shall be binding upon and shall inure to the benefit of each of the Holders, the permitted assigns and its successors
and the permitted assigns of the Holders.


 


5.2.4 This Agreement
shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement
and Section 5.2 hereof.


  


5.2.5 No assignment
by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless
and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the
written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement
(which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as
provided in this Section 5.2 shall be null and void.


 


5.3  Counterparts.
This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts), each of which shall be deemed an original,
and all of which together shall constitute the same instrument, but only one of which need be produced.


 


5.4  Governing
Law; Venue. THE PARTIES EXPRESSLY AGREE THAT THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW
YORK, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS OF SUCH JURISDICTION. Any legal suit, action or proceeding arising out of or based
upon this Agreement or the transactions contemplated hereby may be instituted in the federal courts of the United States or
the courts of the State of New York in each case located in the city of New York, and each party irrevocably submits to the exclusive
jurisdiction of such courts in any such suit, action or proceeding.


 


5.5 Amendments
and Modifications. Upon the written consent of the Company and the Holders of at least a majority in interest of the then outstanding
Registrable Securities, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or
any of such provisions, covenants or conditions may be amended or modified; provided, however, that notwithstanding the foregoing, any
amendment hereto or waiver hereof that adversely affects one Holder, solely in its capacity as a holder of the shares of capital stock
of the Company, in a manner that is materially different from the other Holders (in such capacity) shall require the consent of the Holder
so affected. No course of dealing between any Holder or the Company and any other party hereto or any failure or delay on the part of
a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies
of any Holder or the Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as
a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.


 


5.6 Other Registration
Rights. The Company represents and warrants that no person, other than a Holder of Registrable Securities or another purchaser in
the PIPE, has any right to require the Company to register any securities of the Company for sale or to include such securities of the
Company in any Registration filed by the Company for the sale of securities for its own account or for the account of any other person.


 


5.7 Termination.
This Agreement shall terminate upon the earlier of (i) the fifth anniversary of the date hereof or (ii) the date as of which
(A) all of the Registrable Securities have either been sold pursuant to a Registration Statement or cease to be Registrable Securities
(but in no event prior to the applicable period referred to in Section 4(3) of the Securities Act and Rule 174 thereunder) or (B) the
Holders of all Registrable Securities are permitted to sell the Registrable Securities under Rule 144 (or any similar provision) under
the Securities Act without limitation on the amount of securities sold or the manner of sale. The provisions of Section 3.5
and Article IV shall survive any termination.


 


[SIGNATURE PAGES FOLLOW] 


 






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IN WITNESS WHEREOF, the undersigned have
caused this Agreement to be executed as of the date first written above.


 


	 	COMPANY: 
	 	 
	 	
    PAYONEER GLOBAL INC.

    a Delaware corporation

	 	 
	 	By:	/s/ Scott Galit
	 	Name:	Scott Galit
	 	Title:	CEO
	 	 	 
	 	HOLDERS:
	 	 
	 	
    FTAC OLYMPUS SPONSOR, LLC

    a Delaware limited liability company

	 	 
	 	By:	/s/ Ryan M Gilbert
	 	Name:	Ryan M. Gilbert
	 	Title:	Manager
	 	 	 
	 	FTAC OLYMPUS ADVISORS, LLC
	 	a Delaware limited liability company
	 	 
	 	By:	/s/ Ryan M. Gilbert
	 	Name:  	Ryan M. Gilbert
	 	Title:  	Manager
	 	 	 
	 	AMAZON.COM NV INVESTMENT HOLDINGS LLC
	 	 
	 	By:	/s/ Michael Phillips
	 	Name: 	Michael Phillips
	 	Title:  	Authorized Signatory
	 	 	 
	 	VIOLA VENTURES III, L.P.
	 	 
	 	By:	/s/ Yitkhak Avidor
	 	Name: 	Yitzhak Avidor
	 	Title:  	CFO & Parnter


 


	 	VIOLA VENTURES III, L.P.
	 	 
	 	By:	/s/ Avi Zeevi
	 	Name: 	Avi Zeevi
	 	Title:  	Managing Director



 


	 	NYCA INVESTMENT PARTNERSHIP, L.P.
	 	 
	 	By:	/s/ Ravi Mohan
	 	Name: 	Ravi Mohan
	 	Title:  	Partner & COO


 






     


    


    

 


	 	NYCA PYNR SPV, L.P.
	 	 
	 	By:	/s/ Ravi Mohan
	 	Name: 	Ravi Mohan
	 	Title:  	Partner & COO
	 	 	 
	 	NYCA PYNR SPV-II, L.P.
	 	 
	 	By:	/s/ Ravi Mohan
	 	Name: 	Ravi Mohan
	 	Title:  	Parnter & COO
	 	 	 
	 	BIRCHTREE FUND INVESTMENTS PRIVATE LIMITED
	 	 
	 	By:	/s/ Chia Song Hwee
	 	Name:	Chia Song Hwee
	 	Title:	Authorized Signatory
	 	 	 
	 	SUSQUEHANNA GROWTH EQUITY FUND III, LLLP
	 	 
	 	By:	/s/ Amir Goldman
	 	Name:	Amir Goldman
	 	Title:	Managing Director
	 	 	 
	 	SUSQUEHANNA GROWTH EQUITY FUND V, LLLP
	 	 
	 	By:	/s/ Amir Goldman
	 	Name: 	Amir Goldman
	 	Title:	Managing Director
	 	 	 
	 	TCV VIII, L.P.
	 	 
	 	By:	/s/ Frederic D. Fenton
	 	Name: 	Frederic D. Fenton
	 	Title: 	Attorney-in-Fact


 




     


    


    

 


	 	TCV VIII (B), L.P.
	 	 
	 	By:	/s/ Frederic D. Fenton
	 	Name: 	Frederic D. Fenton
	 	Title:  	Attorney-in-Fact
	 	 	 
	 	TCV VIII (A), L.P.
	 	 
	 	By:	/s/ Frederic D. Fenton
	 	Name: 	Frederic D. Fenton
	 	Title: 	Attorney-in-Fact
	 	 	 
	 	TCV MEMBER FUND, L.P.
	 	 
	 	By:	/s/ Frederic D. Fenton
	 	Name: 	Frederic D. Fenton
	 	Title:  	Attorney-in-Fact
	 	 	 
	 	HADLEY HARBOR MASTER INVESTORS (CAYMAN) L.P.
	 	 
	 	By:	/s/ Laura Martin
	 	Name:	Wellington Management Company LLP, as investment adviser


Laura Martin


	 	Title:	Managing Director & Counsel
	 	 	 
	 	ITHAN CREEK MASTER INVESTORS (CAYMAN) L.P.
	 	 
	 	By:	/s/ Laura Martin
	  	Name:	Wellington Management Company LLP, as investment adviser


Laura Martin


	 	Title:	Managing Director & Counsel
	 	 	 
	 	SCOTT GALIT
	 	 
	 	By:	/s/ Scott Galit
	 	Name: 	Scott Galit
	 	Title:	CEO



 






     


    


    

 


	 	MICHAEL LEVINE
	 	 
	 	By:	/s/ Michael Levine
	 	Name:	Michael Levine
	 	Title:	CFO
	 	 	 
	 	KEREN LEVY
	 	 
	 	By:	/s/ Keren Levy
	 	Name:	Keren Levy
	 	Title:	COO
	 	 	 
	 	NOAM OREN
	 	 
	 	By:	/s/ Noam Oren
	 	Name:	Noam Oren
	 	Title:	CTO
	 	 	 
	 	TSAFI GOLDMAN
	 	 
	 	By:	/s/ Tsafi Goldman
	 	Name:	Tsafi Goldman
	 	Title:	CLRO
	 	 	 
	 	CHARLES ROSENBLATT
	 	 
	 	By:	/s/ Charles Rosenblatt
	 	Name: 	Charles Rosenblatt
	 	Title:	Chief Strategy Officer



 






     


    


    

 


	 	AVIVA ARNON
	 	 
	 	By:	/s/ Aviva Arnon
	 	Name: 	Aviva Arnon
	 	Title:	Chief People Officer
	 	 	 
	 	AMIR GOLDMAN
	 	 	 
	 	By:	/s/ Amir Goldman
	 	Name:	Amir Goldman
	 	Title:	Managing Director
	 	 	 
	 	JOHN C. (HANS) MORRIS
	 	 
	 	By:	/s/ John C. (Hans) Morris
	 	Name:	John C. (Hans) Morris
	 	Title:	Managing Partner
	 	 	 
	 	AVI ZEEVI
	 	 
	 	By:	/s/ Avi Zeevi
	 	Name:	Avi Zeevi
	 	Title:	Director
	 	 	 
	 	CHRISTOPHER (WOODY) MARSHALL
	 	 
	 	By:	/s/ Christopher (Woody) Marshall
	 	Name:	Christopher Woody Marshall
	 	Title:	Director
	 	 	 
	 	RICH WILLIAMS
	 	 
	 	By:	/s/ Rich Williams
	 	Name:	Rich Williams
	 	Title:	Director
	 	 	 
	 	HEATHER TOOKES
	 	 
	 	By:	/s/ Heather Tookes
	 	Name:	Heather Tookes
	 	Title:	Independent Director


 


[Registration Rights Agreement]


 






     


    


    

 


Schedule A


 


	Holder	 	Address
	 	 	 
	FTAC Olympus Sponsor, LLC	 	2929 Arch Street, Suite 1703, Philadelphia, PA 19104
	 	 	 
	FTAC Olympus Advisors, LLC	 	2929 Arch Street, Suite 1703, Philadelphia, PA 19104
	Amazon.com NV Investment Holdings LLC	 	 
	Viola Ventures III, L.P.	 	Ackerstein Towers Bldg. D, 12 Abba Eba Av. Gerzelia 46120, Israel
	Funds affiliated with Nyca Investment Partnership, L.P.	 	485 Madison Avenue, 12th Fl., New York, NY 10022
	Birchtree Funds Investments Private Limited	 	 
	Funds affiliated with Susquehanna Growth Equity	 	401 City Avenue, Suite 220 Bala Cynwyd, PA 19004
	Funds affiliated with TCV	 	250 Middlefield Road, Menlo Park, CA 94025
	Hadley Harbor Master Investors (Cayman) L.P.	 	280 Congress Street, Boston, MA 02210
	Ithan Creek Master Investors (Cayman) L.P.	 	280 Congress Street, Boston, MA 02210
	Scott Galit	 	150 W. 30th Street, New York, NY 10001
	Michael Levine	 	150 W. 30th Street, New York, NY 10001
	Charles Rosenblatt	 	150 W. 30th Street, New York, NY 10001
	Amir Goldman	 	150 W. 30th Street, New York, NY 10001
	John C. Morris	 	150 W. 30th Street, New York, NY 10001
	Avi Zeevi	 	150 W. 30th Street, New York, NY 10001
	Christopher Marshall	 	150 W. 30th Street, New York, NY 10001
	Rich Williams	 	150 W. 30th Street, New York, NY 10001
	Heather Tookes	 	150 W. 30th Street, New York, NY 10001