Exhibit 4.3


 


EXECUTION


 


ASSIGNMENT,
ASSUMPTION AND AMENDMENT AGREEMENT


 


between


 


FTAC
Olympus Acquisition Corporation


 


Payoneer
Global, Inc. (formerly known as New Starship Parent, Inc.)


 


and


 


CONTINENTAL
STOCK TRANSFER & TRUST COMPANY


 


Dated
June 25, 2021


 


THIS
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”), dated June 25, 2021, is made by and among FTAC
Olympus Acquisition Corporation, a Delaware corporation formerly organized as a Cayman Islands exempted company (the “Company”),
Payoneer Global, Inc., a Delaware corporation formerly known as New Starship Parent, Inc. (“New Payoneer”), and Continental
Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”)
and amends the Warrant Agreement (the “Existing Warrant Agreement”), dated August 25, 2020, by and between the Company
and the Warrant Agent. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Existing Warrant
Agreement.


WHEREAS,
pursuant to the Existing Warrant Agreement, the Company issued, among other things, 75,000,000 Public Warrants;


 


WHEREAS,
all of the Public Warrants are governed by the Existing Warrant Agreement;


 


WHEREAS,
on February 3, 2021, the Company, New Payoneer, Starship Merger Sub I Inc., a Delaware corporation and wholly-owned subsidiary of New
Payoneer (“First Merger Sub”), Starship Merger Sub II Inc., a Delaware corporation and wholly-owned subsidiary of
New Payoneer (“Second Merger Sub”), and Payoneer Inc., a Delaware corporation (“Payoneer”), entered
into an Agreement and Plan of Reorganization (as amended on February 16, 2021, on May 10, 2021, and on June 22, 2021, the “Reorganization
Agreement”) providing for a business combination involving the Company and Payoneer (the “Reorganization”);


 


WHEREAS,
pursuant to the Reorganization Agreement, on the date hereof, (i) First Merger Sub merged with and into the Company (the “FTOC
Merger”), with the Company surviving as a direct wholly owned subsidiary of New Payoneer and (ii) immediately after the FTOC
Merger, Second Merger Sub merged with and into Payoneer (the “Payoneer Merger” and, together with the FTOC Merger,
the “Mergers”), with Payoneer surviving as a direct wholly owned subsidiary of New Payoneer;


 


WHEREAS,
at the effective time of the FTOC Merger (the “Effective Time”), by virtue of the FTOC Merger, each Class A ordinary
share of the Company (except for shares being cancelled pursuant to the Reorganization Agreement) was converted into a number of shares
of common stock, par value $0.01 per share, of New Payoneer (the “New Payoneer Common Stock”) equal to 1.00, following
which such Class A ordinary shares ceased to be outstanding and ceased to exist;


 


WHEREAS,
concurrently with the execution of the Reorganization Agreement, Sponsor, FTOC, New Payoneer and the other parties thereto entered into
a Sponsor Share Surrender and Share Restriction Agreement, pursuant to which, among other things, immediately prior to the effective
time of the Effective Time, Sponsor irrevocably forfeited and surrendered to FTOC, for no consideration, all of the Placement Warrants,
which were thereupon cancelled and are no longer outstanding;


 


WHEREAS,
upon consummation of the Mergers, as provided in Section 4.5 of the Existing Warrant Agreement, the Public Warrants are no longer
exercisable for Class A ordinary shares of the Company, but instead will be exercisable (subject to the terms of the Existing Warrant
Agreement, as amended hereby) for shares of New Payoneer Common Stock;


 


WHEREAS,
in connection with the Mergers, the Company desires to assign all of its right, title and interest in the Existing Warrant Agreement
to New Payoneer and New Payoneer wishes to accept such assignment; and


 






     


     


    

 


WHEREAS,
Section 9.8 of the Existing Warrant Agreement provides that the Company and the Warrant Agent may amend the Existing Warrant Agreement
without the consent of any Registered Holders as the parties may deem necessary or desirable and that the parties deem shall not adversely
affect the rights of the Registered Holders under the Existing Warrant Agreement.


 


NOW,
THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:


 


		1.	Assignment
                                            and Assumption; Consent.



 


		1.1.	Assignment
                                            and Assumption. As of and with effect on and from the Closing (as defined in the Reorganization
                                            Agreement, the “Closing”), the Company hereby assigns to New Payoneer
                                            all of the Company’s right, title and interest in and to the Existing Warrant Agreement
                                            (as amended hereby); New Payoneer hereby assumes, and agrees to pay, perform, satisfy and
                                            discharge in full, as the same become due, all of the Company’s liabilities and obligations
                                            under the Existing Warrant Agreement (as amended hereby) arising on, from and after the Closing.



 


		1.2.	Consent.
                                            The Warrant Agent hereby consents to (i) the assignment of the Existing Warrant Agreement
                                            by the Company to New Payoneer pursuant to Section 1.1 and the assumption of the Existing
                                            Warrant Agreement by New Payoneer from the Company pursuant to Section 1.1, in each
                                            case effective as of the Closing, and (ii) the continuation of the Existing Warrant Agreement
                                            (as amended by this Agreement), in full force and effect from and after the Closing.



 


		2.	Amendment
                                            of Existing Warrant Agreement. Effective as of the Closing, the Company and the Warrant
                                            Agent hereby amend the Existing Warrant Agreement as provided in this Section 2, and
                                            acknowledge and agree that the amendments to the Existing Warrant Agreement set forth in
                                            this Section 2(a) (i) are necessary and desirable and do not adversely affect the
                                            rights of the Registered Holders under the Existing Warrant Agreement and (ii) are to provide
                                            for the delivery of the Alternative Issuance pursuant to Section 4.5 of the Existing Warrant
                                            Agreement (in connection with the Mergers and the transactions contemplated by the Reorganization
                                            Agreement).



 


		2.1.	References
                                            to the “Company”. All references to the “Company” in the Existing
                                            Warrant Agreement (including all Exhibits thereto) shall be references to New Payoneer.



 


		2.2.	References
                                            to Class A ordinary shares. All references to “Class A ordinary shares” in
                                            the Existing Warrant Agreement (including all Exhibits thereto) shall be references to New
                                            Payoneer Common Stock.



 


		2.3.	References
                                            to Business Combination. All references to “Business Combination” in the
                                            Existing Warrant Agreement (including all Exhibits thereto) shall be references to the transactions
                                            contemplated by the Reorganization Agreement, and references to “the completion of
                                            the Business Combination” and all variations thereof in the Existing Warrant Agreement
                                            (including all Exhibits thereto) shall be references to the Closing.



 






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		2.4.	Notice
                                            Clause. Section 9.2 of the Existing Warrant Agreement is hereby deleted and replaced
                                            with the following:



 


“Notices.
Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant
to or on New Payoneer shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or
private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed
in writing by New Payoneer with the Warrant Agent), as follows:


 


	 	Payoneer Global, Inc.
	 	150 West 30th St., Suite 600
	 	New York, NY 10001
	 	Attention:	Scott Galit, CEO
	 	 	Tsafi Goldman, CLRO
	 	Email:	[*****]@payoneer.com
	 	 	[*****]@payoneer.com
	 	 	 
	 	with a copy (which shall not constitute notice) to:
	 	 	 
	 	Davis Polk & Wardwell LLP
	 	450 Lexington Avenue
	 	New York, NY 10017
	 	Attention:	Byron Rooney
	 	 	Lee Hochbaum
	 	 	Evan Rosen
	 	Email:	[*****]@davispolk.com
	 	 	[*****]@davispolk.com
	 	 	[*****]@davispolk.com


 






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Any
notice, statement or demand authorized by this Agreement to be given or made by the holder of any Warrant or by New Payoneer to or on
the Warrant Agent shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private
courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing
by the Warrant Agent with New Payoneer), as follows:


 


Continental
Stock Transfer & Trust Company


One
State Street, 30th Floor


New
York, NY 10004


Attention:
Compliance Department


 


		3.	Miscellaneous
                                            Provisions.



 


		3.1.	Successors.
                                            All the covenants and provisions of this Agreement by or for the benefit of New Payoneer,
                                            the Company or the Warrant Agent shall bind and inure to the benefit of their respective
                                            successors and assigns.



 


		3.2.	Applicable
                                            Law and Exclusive Forum. The validity, interpretation, and performance of this Agreement
                                            shall be governed in all respects by the laws of the State of New York. Subject to applicable
                                            law, each of New Payoneer and the Company hereby agrees that any action, proceeding or claim
                                            against it arising out of or relating in any way to this Agreement shall be brought and enforced
                                            in the courts of the State of New York or the United States District Court for the Southern
                                            District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall
                                            be exclusive forum for any such action, proceeding or claim. Each of New Payoneer and the
                                            Company hereby waives any objection to such exclusive jurisdiction and that such courts represent
                                            an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will
                                            not apply to suits brought to enforce any liability or duty created by the Exchange Act or
                                            any other claim for which the federal district courts of the United States of America are
                                            the sole and exclusive forum.



 


Any
person or entity purchasing or otherwise acquiring any interest in the Warrants shall be deemed to have notice of and to have consented
to the forum provisions in this Section 3.2. If any action, the subject matter of which is within the scope the forum provisions
above, is filed in a court other than a court located within the State of New York or the United States District Court for the Southern
District of New York (a “foreign action”) in the name of any warrant holder, such warrant holder shall be deemed to
have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States
District Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions
(an “enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement
action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.


 


		3.3.	Counterparts.
                                            This Agreement may be executed in any number of original or facsimile counterparts and each
                                            of such counterparts shall for all purposes be deemed to be an original, and all such counterparts
                                            shall together constitute but one and the same instrument. A signed copy of this Agreement
                                            delivered by facsimile, e-mail or other means of electronic transmission shall be deemed
                                            to have the same legal effect as delivery of an original signed copy of this Agreement.



 


		3.4.	Effect
                                            of Headings. The section headings herein are for convenience only and are not part of
                                            this Agreement and shall not affect the interpretation thereof.



 


		3.5.	Severability.
                                            This Agreement shall be deemed severable, and the invalidity or unenforceability of any term
                                            or provision hereof shall not affect the validity or enforceability of this Agreement or
                                            of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable
                                            term or provision, the parties hereto intend that there shall be added as a part of this
                                            Agreement a provision as similar in terms to such invalid or unenforceable provision as may
                                            be possible and be valid and enforceable.



 






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


 


	 	FTAC OLYMPUS ACQUISITION CORP.
	 	 	 
	 	 	 
	 	By: 	              
	 	Name:	 
	 	Title:	 
	 	 	 
	 	 	 
	 	PAYONEER GLOBAL, INC.
	 	 	 
	 	By: 	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	 	 
	 	CONTINENTAL STOCK TRANSFER &
	 	TRUST COMPANY, as Warrant Agent
	 	 	 
	 	By: 	 
	 	Name:	 
	 	Title:	 





 


[Signature Page to Assignment, Assumption and Amendment Agreement]