Pursuant to the terms of the Merger Agreement, including the terms of the Capital Restructuring, the Reporting Person received 28,370,221 Class B Ordinary Shares and the Trust received 32,699,871 Class B Ordinary Shares. Additionally, as of the Closing Date, the Reporting Person held an aggregate of 6,992,166 stock options, 3,496,083 of which had vested and 437,011 which were to vest within 60 days of the Closing Date, received as compensation from the Issuer, which when vested, are exercisable for Class B Ordinary Shares. In connection with the above options, as of the closing of the Merger, certain unvested options held by the Reporting Person vest in equal quarterly installments beginning on August 22, 2022 through May 22, 2024.  Since the Closing Date, 437,011 of such options vested on August 22, 2022 and 437,010 vested on November 22, 2022.  Further, as of the closing of the Merger, the Reporting Person held 32,961,188 options that were exercisable for restricted Class B Ordinary Shares of the Issuer at an exercise price of $1.58 per share. These restricted Class B Ordinary Shares will vest upon the Issuer meeting certain market-based vesting conditions based on the total equity value of the Issuer. Once vested, such restricted Class B Ordinary Shares will become unrestricted Class B Ordinary Shares.

Exhibit 3

Effective immediately upon the earlier of the consummation of (i) the initial public offering of Pagaya Technologies Ltd. (the “Company”), or (ii) a merger, business combination or similar transaction by the Company with a special purpose acquisition company (“SPAC”) whereby the transaction results in a class of the equity securities of the surviving entity being listed on a national securities exchange (such date, the “Effective Date”), the undersigned, a shareholder the Company and Trustee (as defined below) of the Azure Sea Trust (the “Trust”), created pursuant to the Trust Agreement made as of the 28^th day of December, 2020 (as may be amended, modified or supplemented from time to time, the “Trust Agreement”), between Gal Krubiner and Hamilton Trust Company of South Dakota LLC (the “Trustee”), hereby irrevocably appoints GAL KRUBINER, of c/o Pagaya Technologies Ltd., 90 Park Avenue, New York, NY 10016, as the undersigned’s proxy (“Gal Krubiner”) to represent the undersigned and to vote (or direct the vote) in the undersigned’s name and on its behalf at all annual or special meetings of the shareholders of the Company (including class meetings), to sign on the undersigned’s behalf any written consents of shareholders of the Company, and at every adjournment or postponement thereof, and to receive all notices with respect to the above, with respect to the number of shares of all classes of the Company or any other instruments exercisable into shares of the Company in any manner or exchangeable for, or convertible into, such shares of the Company registered in the undersigned’s name at any time and from time to time (collectively, the “Shares”), all in Gal Krubiner’s sole and absolute discretion. Upon the Effective Date, any and all voting rights the undersigned may have with respect to the Shares shall be exercised exclusively by this Irrevocable Proxy and Power of Attorney.

 

The undersigned, effective immediately upon the Effective Date, irrevocably authorizes and grants a power of attorney to Gal Krubiner, in respect of any Shares, to exercise every right, power and authority with respect to the Shares and to sign in the undersigned’s name and on the undersigned’s behalf any agreement, document, waiver and/or instrument, and any affidavit or approval with respect to the Shares or to the rights which they represent in the Company in as much as Gal Krubiner shall deem it necessary or desirable to do so in Gal Krubiner’s sole and absolute discretion. The undersigned, hereby further undertakes to cooperate with Gal Krubiner, and to sign, if so requested by Gal Krubiner any additional document and/or instrument which Gal Krubiner might, from time to time, consider necessary or desirable in order to perform this Irrevocable Proxy and Power of Attorney. The undersigned expressly acknowledges and agrees that the undersigned will not impede the exercise of Gal Krubiner’s rights under the Irrevocable Proxy and Power of Attorney.

 

This Irrevocable Proxy and Power of Attorney may be terminated only by Gal Krubiner upon the date set forth in a signed written notice delivered to the Trustee by Gal Krubiner of his resolution to terminate the Irrevocable Proxy and Power of Attorney with respect to those Shares specifically identified by Gal Krubiner in such notice, or upon the termination of the Trust, and shall be irrevocable until such time. The expiration of this Irrevocable Proxy and Power of Attorney shall in no manner effect the validity of any action taken hereunder or of any agreement, document, instrument, affidavit or approval which has been signed or given as aforesaid prior to the termination hereof and in accordance herewith.

 

The proxy granted hereby: (i) is a special proxy and power of attorney coupled with an interest and is irrevocable; (ii) shall survive the bankruptcy, death, adjudication of incompetence or insanity or dissolution of the Trustee and its transferees, (iii) shall survive the transfer of the Shares, until duly replaced by a similar Proxy executed by the Trustee; and (iv) is perpetual except that it shall terminate upon signed written notice delivered to the Trustee by Gal Krubiner as described above.

 

[Signature page follows]

 

10b5-1 Preset Diversification Program® (PDP) ¹

PART I

Account and Plan Information

Instructions:  To be completed by MSSB and reviewed by the Seller.

The undersigned (referred to hereinafter as the “Seller”, “I” or “me”) hereby appoints Morgan Stanley Smith Barney LLC (“MSSB”) as my agent for the purposes of implementing this Sales Plan (this “Plan”) that complies with the requirements of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as outlined below and for the purpose of executing this Plan.  I understand that this Plan is subject to review prior to acceptance by MSSB and that, upon acceptance, MSSB will use commercially reasonable efforts to perform its obligations under this Plan.

The appointment of MSSB is for the purpose of selling the common stock of the Issuer (the “Shares”) pursuant to the terms and conditions set forth below.  Subject to such terms and conditions, MSSB accepts such appointment. This Plan is valid only for the specific security, account number and maximum total shares indicated:

 

The date on which the Seller executes this Plan will be defined as the Adoption Date (the “Adoption Date”).

 

Issuer (the “Issuer”):

Pagaya Technologies Ltd.

Trading Symbol: PGY

Adoption Date: _________

The date on which the Seller executes this Plan will be defined as the Adoption Date (the “Adoption Date”).          

 

Seller’s Name:  _________

Account #:

-XXX

FA Number: _______

          

The “Selling Start Date (Grid 1)” shall be the later of

Note: The “Selling Start Date (Grid 1)” must be at least 90 days after the Issuer has been subject to the reporting requirements described in Rule 144(c)(1)

Selling Start Date (Final Lock-Up Release): The later of

Note: The “Selling Start Date (Grid 2)” may be no sooner than the earlier of (i) 180 days following the closing (12/19/2022); and (ii) 14 days after the Adoption Date of this Plan 

The Financial Advisor identified in Part I will notify the Executive Financial Services (EFS) Primary and Alternate contacts also identified in Part I of the appropriate Start Date in accordance with MSSB’s internal policies. If the EFS authorized person receives notification later than 12:00 PM ET on a particular business day, MSSB is not obligated to begin sales until two trading days after receipt of notification.

Plan End Date: _____

Commission:

$   .      per share

Note: The “Plan End Date” should match the latest End Date on any order in Trade Schedules A or B.

Seller’s Affiliation Status:  ☐ Rule 144 affiliate    ☐ Section 16 insider   ☐  Non-Rule 144 affiliate but subject to trading windows ☐ Other

---

¹ Preset Diversification Program is a registered Trademark of Morgan Stanley Smith Barney LLC, protected in the United States and other countries.

 

² The “cooling off period” under this Plan shall be consistent with Pagaya’s Insider Trading Policy and Rule 10b5-1 Guidelines, which includes a fourteen (14) day period after the initiation of the Plan.

 

To the Seller: Name: _______ Address: _______ Telephone: _______ E-Mail: _______

Copies to: Name: _______ Address: _______ Telephone: _______ E-Mail: _______

To Issuer: Name: Richmond Glasgow, General Counsel Pagaya Technologies Ltd. Address: AZRIELI SARONA BLDG, 54TH FLOOR, DERECH MENACHEM BEGIN 121, TEL-AVIV, Israel, 000000   Telephone: 646-710-7714   E-Mail: richmond@pagaya.com pagayaequity@pagaya.com

Copies to: Name: Andrew Bauer, Deputy General Counsel Corporation Address: Pagaya Technologies Ltd. 90 Park Avenue, New York 10016   Telephone: 646-710-7714 E-Mail: andrew.bauer@pagaya.com pagayaequity@pagaya.com   Section 16 Trade Notifications: E-mail notice to the Issuer’s Section 16 Officer shall be given to the following e-mail address(es): N/A

To: MSSB 10b5-1 Preset Diversification Program Department Primary Contact: Meghan Carrasquillo Alternate Contact: Elene Jalagonia   Address:    1 New York Plaza, 38th Floor New York, NY 10004   Telephone: 917-260-5110 E-mail:  Meghan.carrasquillo@morganstanley.com@ms.com or pdpdesk@ms.com

Copies to: MSSB Financial Advisor   Primary Contact: [Financial Advisor] Alternate Contact: [Client Services Associate] Address: _______     Telephone: _______ E-mail: _______

Name of Seller:

Name of Issuer:  Pagaya Technologies Ltd.

(a) Date of Grant	(b) Grant ID	(c) Strike Price	(d) Option Vest Date	(e) Option Expiration Date	(f)          Sale Period(s)		(g) Number of Shares to be Sold	(h) Limit Price
					Start Date	End Date
Grid #1 – Early Lock-up Release
					Selling Start Date (Early Lock-up Release)
Grid #2 – Final lock-up Release
					Selling Start Date (Final Lock-up Release)

“No Sale” Periods (if any)
Start Date	End Date

2.

I hereby authorize MSSB or its affiliates, as applicable, to wire to an account designated by the Issuer a cash amount sufficient to cover the cost of the exercise and any withholding taxes due to either the Issuer or, if applicable, the Issuer’s outside stock option plan administrator upon the exercise of any Options exercised and underlying Shares sold pursuant to this Plan.

•	Please list all orders chronologically by their Start Date.  If Shares are available for sale on the same day, the sequence in which Shares are listed in the schedule above does not define the sequence in which trades will be executed.

•	Each order listed in the grid will be available to sell on any trading day on or between the Sale Period Start Date and the Sale Period End Date defined for that order, until the number of shares indicated in column (g) are sold.

•	In columns (a) through (e) please provide the details of the Option grants to be exercised and sold.

•

In column (f), state the first and last date on which the Shares are authorized to be sold during the Sale Period (Share sales may occur on or between these dates). If, during any Sale Period the stated price is not reached for some or all of these Shares, they will not be carried over into any subsequent Sale Period unless explicitly indicated.

•	In column (g), state the maximum number of Shares to be sold pursuant to the Option exercise.  Do not aggregate with amounts authorized to be sold at a different price during the same Sale Period.

•

In column (h), write a dollar price which is the minimum price per Share (the “Limit Price”) at which the Shares are authorized to be sold during the Sale Period.  All limit orders will be treated as “limit not held” orders.  Note: Option exercises and sales must be at a Limit Price, not at a “Market” price.

•	In the grid labeled “No Sale” Periods, list the time period(s), if any, during which no sales may be made, notwithstanding their inclusion in this Trade Schedule A.  These periods are independent of any suspension that may occur pursuant to this Plan.

Name of Seller:

Name of Issuer:  Pagaya Technologies Ltd.

(a) Type (Clean (CLN), Restricted (RST), Restricted Stock Awards (RSA) or Units (RSU) or Employee Stock Purchase Plan shares (ESPP))	(b) Grant ID / Nature of Acquisition (If applicable)	(c)          Date Shares Acquired / Vest Date (If applicable)	(d) Sale Period(s)		(e) Authorized Number of Owned Shares to be Sold	(f) Limit Price (“Market” if a Market Order)
			Start Date	End Date
Grid #1 – Early Lock-up Release
			Selling Start Date (Early Lock-up Release)
Grid #2 – Final Lock-up Release
			Selling Start Date (Final Lock-up Release)

“No Sale” Periods (if any)
Start Date	End Date

•

Please list all orders in chronologically by their Start Date.  If Shares are available for sale on the same day, the sequence in which Shares are listed in the schedule above does not define the sequence in which trades will be executed.

•

Each order listed in the grid will be available to sell on any trading day on or between the Sale Period Start Date and the Sale Period End Date defined for that order, until the number of shares indicated in column (g) are sold.

•

In column (a), indicate the type of stock to be sold.

•

In column (b), for restricted stock awards/units or ESPP shares, please state the grant ID, if applicable.  For clean or restricted stock, please state the nature of acquisition.

•

In column (c), state the date the Shares to be sold were acquired or vested. If the Shares were acquired/vested in more than one lot, state the acquisition/vest date for each lot.  If performance based restricted stock awards or units and vest date is unknown at this time, indicate “TBD” in the grid above.

•

In column (d), state the first and last date on which the Shares are authorized to be sold during the designated Sale Period (Share sales may occur on or between these dates).  If, during any Sale Period the stated price is not reached for some or all of these Shares, they will not be carried over into any subsequent Sale Period, unless explicitly indicated.

•

In column (e), state the maximum number of Shares authorized to be sold at the price during the designated Sale Period.  Do not aggregate with amounts authorized to be sold at a lower price during the same designated Sale Period.

•

In column (f), write either: (i) a dollar price, which is the minimum price (the “Limit” Price) at which Shares are authorized to be sold, or (ii) the word “market” if Shares are to be sold at the then-prevailing market price per Share during the Sale Period. All market orders will be treated as “market not held” orders.  All limit orders will be treated as “limit not held” orders.

•

In the grid labeled “No Sale” Periods, list the time period(s), if any, during which no sales may be made, notwithstanding their inclusion in this Trade Schedule B.  These periods are independent of any suspension that may occur pursuant to this Plan.

1.

I hereby represent to MSSB that, as of the date of my signature below:

a.

I am not in possession, and am not aware, of any material nonpublic information about the securities which are the subject of this Plan or the Issuer;

b.

I am entering into this Plan in good faith and not as part of a plan or scheme to evade any law, including, without limitation, the federal securities laws or any law governing insider trading;

c.

I understand that the protections of Rule 10b5-1 may not apply if I alter this Plan or deviate from the instructions in any way, other than in accordance with the modification provisions of this Plan and applicable law;

d.

I own the securities which are the subject of this Plan free and clear and I acknowledge and confirm that:

(i)

neither I, nor the Shares are subject to any pledges, liens, security interests or other impediments to transfer (except for those which I have entered into with MSSB, limitations imposed by Rule 144 under the Securities Act of 1933, as amended (“Rule 144”)), if applicable, or a lock-up agreement or other restriction that expires prior to the first date that sales may be made under this Plan) nor is there any contractual restriction or litigation, arbitration or other proceeding pending, or to my knowledge threatened, that would prevent or interfere with the exercise of Options to purchase shares of the Issuer or sale of Shares under this Plan;

(ii)

the execution and delivery of this Plan by me and the transactions contemplated by this Plan will not contravene applicable law or any agreement or other instrument binding on me or any of my affiliates or any judgment, order or decree of any governmental body, agency or court having jurisdiction over me or my affiliates; and

(iii)

the Shares under this Plan do not require any re-offer / resale prospectus (e.g. S-1, S-3 or re-offer S-8) in order to be sold in the Sales Periods as defined in Trade Schedule A or B, as applicable.

e.

While this Plan is in effect, I will not enter into any corresponding or hedging transaction or position with respect to the securities which are the subject of this Plan (including, without limitation, with respect to any securities convertible or exchangeable into common stock of the Issuer) and, unless this Plan is modified or terminated in accordance with the terms hereof, I agree not to alter or deviate from the terms of this Plan;

f.

I agree not to, directly or indirectly, communicate any information relating to the Shares or the Issuer to any employee of MSSB or its affiliates who is involved, directly or indirectly, in executing this Plan at any time while this Plan is in effect or attempt to exercise any influence over how, when or whether to effect any sales of Shares pursuant to this Plan;

g.

I understand that it is my responsibility to comply with all applicable laws (including, without limitation, Rule 144, Section 16 of the Exchange Act and the rules and regulations promulgated thereunder, if applicable) and the policies of the Issuer with respect to the transactions contemplated by this Plan, and I agree to comply with all such laws and policies. I represent that this Plan conforms with the trading policies of the Issuer;

h.

I understand that the laws governing insider trading are fact-specific and that MSSB does not and cannot guarantee that any transaction that is executed pursuant to this Plan will be deemed covered by the protections of Rule 10b5-1.

i.

I acknowledge and confirm that I have provided MSSB with an Issuer Representation letter signed by an authorized representative of the Issuer substantially in the form of Part IV - Exhibit A to this Plan;

j.

I agree to notify MSSB in writing to the individuals set forth in Part I – Account and Plan Information if I become aware of:

(i)

any restriction that would prohibit any sale pursuant to this Plan (other than any such restriction relating to my possession or alleged possession of material nonpublic information about the Issuer or its securities).  Such notice will indicate the anticipated duration of the restriction, but will not include any other information about the nature of the restriction or its applicability to me and will not in any way communicate any material nonpublic information about the Issuer or its securities to MSSB;

(ii)

any change in the Issuer’s insider trading policies, or a change in my status under such policies, affecting the implementation of this Plan;

(iii)

any change in the Issuer’s policies regarding the timing or method of exercising Options covered by this Plan that would affect the implementation of this Plan ;

(iv)

any change that would cause the sales hereunder not to meet all applicable requirements of Rule 144, if applicable; and

(v)

any stock split, stock dividend or other like distributions affecting the Shares (“Recapitalization”).

i.

I agree to notify MSSB in writing to the individuals set forth in Part I – Account and Plan Information before I:

(i)

enter into a binding contract with respect to the purchase or sale of any securities of the Issuer with another broker, dealer or financial institution (each, a “Financial Institution”);

(ii)

instruct another Financial Institution to purchase or sell any securities of the Issuer; or

(iii)

adopt a plan for trading with respect to any securities of the Issuer other than this Plan.

j.

I acknowledge that MSSB is not acting as my fiduciary but is acting in a brokerage capacity in connection with the adoption and implementation of this Plan;

k.

If I am a director or executive officer of the Issuer, then I am not subject to any current pension fund blackout period applicable to the Issuer, and I have not received written notice of the imposition of, nor am I aware of, the actual or approximate beginning or ending dates of any such blackout period and I further acknowledge and agree that I may not modify or otherwise alter this Plan in such circumstances;

l.

I represent that I am not entering into this Plan on behalf of, or with the assets of, an individual retirement account or individual retirement annuity, or any employee retirement or employee benefit plan (such as, for example, a Keogh or “HR-10” plan).  [Explanatory Note: A plan involving the sale of stock acquired through the exercise of employee stock options would not be “on behalf of, or with the assets of” any of the types of plans referred to in this paragraph.]

m.

I represent that my account is not an “employee benefit plan” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, or a “plan” as defined under Section 4975(e) of the Internal Revenue Code of 1986, as amended, or an entity whose underlying assets include the assets of any such plan by reason of such a plan's investment in such entity.

1.

I authorize the Issuer and MSSB to implement procedures for reporting to the Issuer all transactions under this Plan in the account referenced in Part I – Account and Plan Information.  Upon execution of any transaction under this Plan and in no event later than the business day immediately following the trade date, I authorize MSSB to provide the terms of the transaction to the Issuer’s representative set forth in Part I – Account and Plan Information of this Plan and any other persons designated by the Issuer. For the avoidance of doubt, the Issuer’s representative has sole discretion to provide the list of designated persons to MSSB on behalf of the Issuer.  I understand that MSSB shall not be responsible for any rejected or undeliverable emails sent to the electronic address(es) designed by the Issuer.

2.

I understand that federal securities laws may require me to disgorge all profits earned in connection with any purchase and sale of securities that occurs within six months of each other if I own 10% or more of any class of the Issuer’s equity securities, or if I am an officer or director of the Issuer (i.e., “short-swing profits”).  I further understand that it is my own responsibility to ensure compliance with such short-swing profit rules, and I will seek my own counsel with respect to ensuring compliance with such rules.

3.

I understand that although the Company is a Foreign Private Issuer, and therefore certain U.S. securities law do not apply to the Company, there are still some securities laws and rules that require certain persons to timely file reports with the Securities and Exchange Commission (the “SEC”) as to the shareholder’s purchases and sales of the Issuer’s securities (including, without limitation, Section 13 and Section 16 of the Exchange Act).  I understand that it is my responsibility to ensure compliance with such rules in a timely manner to the extent applicable, and I will seek my own counsel with respect to whether and when such reports might need to be filed.  MSSB will not be required to: (i) make any of these filings on my behalf, (ii) review any Exchange Act filing made by me, or (iii) determine whether any Exchange Act filing by me has been made on a timely basis.  MSSB will not be liable to me for any misstatement, omission or defect in any of these filings.

1.

I understand that this Plan is applicable only as to securities that are freely tradable and that will not be subject to any restrictions against sale at the time of sale of such securities under this Plan.  If I am considered an “affiliate” within the meaning of Rule 144, then I understand that the provisions of that rule may limit the number of Shares I can sell at any given time.  In the event there is a conflict between the quantity of securities that I have directed to be sold and any lesser amount of Shares that are permitted to be sold pursuant to Rule 144 or other securities laws or rules, I hereby direct that the maximum limits established by such other laws or rules shall govern.  In no event will MSSB effect any sale if such sale would exceed the then-applicable limitation under Rule 144 assuming MSSB’s sales under this Plan are the only sales subject to that limitation, or if any such sale would otherwise not comply with Rule 144.

2.

I agree not to take, nor to cause any person or entity with which I would be required to aggregate sales of stock pursuant to Rule 144 to take, any action that would cause the sales under this Plan not to meet all applicable requirements of Rule 144, including volume limitations.

3.

I agree to timely provide completed and signed Rule 144 paperwork to MSSB (including, without limitation, a Seller Representation letter dated as of the date of this Plan substantially in the form of Part IV - Exhibit B to this Plan prior to the Adoption Date).  I acknowledge that MSSB requires this paperwork to facilitate Rule 144 trades for my account.  Consistent with Rule 144 filing requirements, MSSB hereby agrees to submit my completed Form144 – Notice of Proposed Sale of Securities to the SEC.  In order for MSSB to complete this paperwork, I authorize MSSB to maintain my pre-signed Forms 144 in safekeeping and to complete these forms as necessary before submitting them to the SEC.

1.

Implementation of Plan.

a.

I agree that (i) MSSB may route any trades under this Plan to its affiliates and their respective routing  counterparties for execution (collectively, the “Execution Venues”), (ii) such Execution Venues are required to have risk management controls in place that are reasonably designed to manage the financial, regulatory and other risks of accessing the market, and (iii) MSSB and the other Execution Venues, in executing such orders, may treat such orders as “not held” and thus exercise both time and price discretion in their execution.  I authorize the Execution Venues to treat such orders as “not held” and exercise time and price discretion with respect to such orders.  In executing an order as not held, MSSB will consider several factors, including price, the available liquidity pool, execution speed, transaction costs, service and opportunities for price improvement in determining where, when and how to route orders for execution However, sales of Shares under this Plan will not be made at a price less than the Limit Price, if applicable.

b.

MSSB may sell the Shares subject to this Plan on any national securities exchange, in the over-the-counter market, on an automated trading system or otherwise.  I agree that if MSSB or its affiliates is a market maker or dealer in such Shares at the time that any sale is to be made under this Plan, MSSB or its affiliates may, at its sole discretion, purchase such Shares in its capacity as market maker or dealer.

c.

Prior to the Selling Start Date, I agree to deliver Shares subject to this Plan into an account at MSSB in my name and for my benefit, to the extent I currently own such Shares and such Shares are free of any restrictive legend.  I understand that this Plan shall not be effective until I establish a valid account at MSSB to hold the Shares.

2.

Modification of Plan.

a.

I may not modify this Plan unless:

(i)

such modification is accepted in writing by MSSB;

(ii)

I provide MSSB with:

(a)

an Issuer Representation Letter substantially in the form of Part IV - Exhibit A to this Plan;

(c)

a modification letter and new trade schedule(s)  in which I represent that, among other things, on the date of such modification that I am not aware of any material, non-public information regarding the Issuer or any of its securities, that the modification is being made in good faith and not as part of a scheme to evade any law, including, without limitation, the federal securities laws or any law governing insider trading, and that my representations and warranties contained in this Plan are true at and as of the date of such letter as if made at and as of such date; and

(iii)

such modification occurs only outside of any “blackout periods” set forth in the Issuer’s insider trading policy and procedures.

b.

I further understand that the Issuer requires a 21 day period from the adoption of such modification to the date when trading may begin under such modification.  During such period, no Plan sales may occur.  The Issuer may impose additional requirements as a condition of allowing me to modify this Plan, including, but not limited to, an additional period of time which must elapse before trading may begin following such modification.  I agree to comply with any such additional requirements imposed by Issuer and to advise MSSB of such requirements.  I further agree that any such modification of this Plan shall be undertaken at my own risk without liability or consequence to MSSB.

3.

Suspension of Plan.

a.

I understand that trading under this Plan may be suspended if MSSB has received written notice from the Issuer or from me of a legal, regulatory or contractual restriction applicable to the Issuer or to me.  Upon receipt of such written notice, I expressly authorize MSSB to suspend trading as soon as practicable and trading shall not resume until MSSB has received written notice of the resolution of the underlying restriction.  If the events giving rise to a suspension of trading cannot be resolved (as determined by MSSB in its sole discretion), I understand and acknowledge that MSSB reserves the right, in its sole discretion, to terminate this Plan in accordance with the provisions contained herein.  In the event of a suspension, MSSB will resume effecting trades in accordance with this Plan as soon as MSSB determines that it is reasonably practical to do so.

b.

Upon the resumption of trading following a suspension, any trades having a Sales Period End Date scheduled to have occurred during such suspension period shall be deemed to have expired as of that scheduled Sales Period End Date as defined in Trade Schedule A or B, as applicable.  Any trades having a Sales Period Start Date scheduled to have occurred during the period of suspension shall be placed as soon as practicable for the balance of time remaining until the Sales Period End Date applicable to such trade.  All other trades shall be placed as originally indicated in this Plan.

4.

Termination of Plan.

a.

I understand that this Plan will terminate at market close on the Plan End Date or, if earlier, upon the completed sale of the maximum Shares subject to this Plan.  In addition, this Plan shall terminate, regardless of whether the maximum Shares have been sold, upon any of the following events:

(i)

MSSB receives written notice of my death;

(ii)

MSSB receives written notice of the commencement or impending commencement of any proceedings in respect of or triggered by my bankruptcy or insolvency;

(iii)

MSSB receives written notice of a valid instruction to transfer all or substantially all of the assets within my securities account at MSSB to another broker-dealer;

(iv)

MSSB receives two days’ written notice from me terminating this Plan (which may be given for any reason); and, if required by the Issuer’s trading policy, such termination is approved by the Issuer; the Seller understands that obtaining such approval is the Seller’s sole responsibility;

(v)

I receive written notice from MSSB terminating this Plan (which may be given for any reason);

(vi)

I fail to comply in any material respect with any applicable law and/or any obligation under this Plan; and

(vii)

upon my or the Issuer’s demonstrating to MSSB that any of the following events have occurred:

(a)

a public announcement has been made of a tender offer involving the Issuer’s securities;

(b)

a definitive agreement has been announced relating to a merger, reorganization, consolidation or similar transaction in which the securities covered by this Plan would be subject to a lock-up provision;

(c)

a sale has been made of all or substantially all of the assets of the Issuer on a consolidated basis to an unrelated person or entity, or if a transaction affecting the Issuer occurs in which the owners of the Issuer’s outstanding voting power prior to the transaction do not own at least a majority of the outstanding voting power of the successor entity immediately upon completion of the transaction;

(d)

a dissolution or liquidation of the Issuer takes place or there is a commencement or impending commencement of any proceedings in respect of or triggered by the Issuer’s bankruptcy or insolvency; or

(e)

that this Plan or its attendant transactions may violate existing, new or revised federal or state laws or regulations, or may cause a breach of a contract or agreement to which the Issuer is a party or by which the Issuer is bound.

b.

In no event shall MSSB be deemed to have breached or failed to comply with this Plan if MSSB does not receive written notice of the above events prior to the placement of a scheduled order under this Plan. I understand that it may take two business days for any termination to take effect upon MSSB receiving written notice,

1.

Additional Documents.  I agree to complete, execute and deliver to MSSB any additional forms or other paperwork pursuant to this Plan at such times and in such form as MSSB may reasonably request.

2.

My Obligation to Consult Legal Advisors.  I understand that MSSB has advised that I should not enter into, modify, suspend or terminate this Plan except upon consultation with my own legal advisors.

3.

Inconsistent Provisions.  If any provision of this Plan is or becomes inconsistent with any applicable present or future law, rule or regulation, that provision will be deemed rescinded to the extent required in order to comply with the relevant law, rule or regulation.  All other provisions of this Plan will continue and remain in full force and effect.

4.

Market Disruptions and Other Unusual Situations.  I understand that MSSB may not be able to effectuate a sale due to a market disruption or a legal, regulatory or contractual restriction to which it, its affiliates, me or my affiliates may be subject (as determined by MSSB in its sole discretion).  If any transaction cannot be executed due to a market disruption, a legal, regulatory, or contractual restriction applicable to MSSB, or any other event, MSSB agrees to effectuate such sale as promptly as practical after the cessation or termination of such market disruption, applicable restriction or other event;  provided that such date does not exceed the Sales Period End Date for that order or the Plan End Date, or falls within a No Sales Period as defined in Trade Schedule A and/or B of this Plan.

5.

Non-Market Days and Trading Restrictions.  If I have given instructions that require an order to be entered on a particular date, and the date that I have selected for a transaction falls on a day when the applicable primary market for the security is closed, then I direct that the transaction occur on the next regular business day on which such market is open following the original date indicated; provided that such date does not exceed the Sales Period End Date for that order or the Plan End Date or falls within a No Sales Period as defined in Trade Schedule A and/or B of this Plan.

6.

State Insider Trading Laws.  I understand that some states may have their own laws that relate to insider trading.  I understand that MSSB makes no representation to me with respect to whether this Plan conforms to the laws of any particular state, and has advised that I should seek the advice of my own counsel with respect to matters of state law.

7.

Prices.  All references in this Plan to per share prices will be before deducting any commission equivalent, mark-up or differential and other expenses of sale.

8.

Other Shares.  I may instruct MSSB to sell securities of the Issuer other than pursuant to this Plan.  The parties hereto agree that any such sale transaction will not be deemed to modify this Plan unless in connection with such transaction this Plan is modified pursuant to the process set forth in subsection D.2 above.

9.

Adjustments to Share and Dollar Amounts. The exercise and sale prices, and number of Options to be exercised and Shares to be sold, will be adjusted following such time as I or the Issuer notifies MSSB promptly of a Recapitalization, which shall be made by providing a new schedule reflecting the adjustment in Shares and prices after the Recapitalization. I understand that MSSB will not be responsible for any incorrect order entered due to a Recapitalization if MSSB has not been notified at least one business day prior to such Recapitalization.

10.

Effect of Instructions on Other Agreements with MSSB.  Subject to “Entire Agreement; Subsequent Plans” subsection below, nothing in this Plan changes any other terms or agreements that are already applicable to my account or accounts, or that otherwise exist between MSSB and me.

11.

Entire Agreement; Subsequent Plans.  This Plan constitutes the entire agreement between the parties with respect to this Plan and supersedes any prior agreements or understandings with respect to this Plan.  I understand that if I enter into a subsequent 10b5-1 trading plan, that plan will not amend, suspend or terminate this Plan unless explicitly agreed to by MSSB in writing.

12.

Assignment.  My rights and obligations under this Plan may not be assigned or delegated without the written permission of MSSB.  MSSB may assign or delegate any or all of its rights or obligations under this Plan to a company affiliated with, or a successor to, MSSB or to any assignee to which MSSB determines to assign all or part of its business relating to sales plans of this kind.  Any such assignment will not affect the status, or be deemed to be an amendment, of this Plan, the purpose of which is to provide me with an affirmative defense against charges of insider trading.

13.

Choice of Law Regarding Interpretation of Instructions.  This Plan shall be construed in accordance with the internal laws of the State of New York.

14.

Enforceability in the Event of Bankruptcy.  The parties acknowledge and agree that this Plan is a “securities contract” as defined in Section 741(7) of Title 11 of the United States Code (“Bankruptcy Code”) and shall be entitled to all of the protections afforded to such contracts under the Bankruptcy Code.

15.

Headings.  Headings used in this Plan are provided for convenience only and shall not be used to construe meaning or intent.

16.

Counterparts.  This Plan may be signed in any number of counterparts, each of which shall be deemed an original, with the same effect as if the signatures thereto and hereto were placed upon the same instrument. Upon execution by the parties hereto, this Plan shall be deemed effective as of the Adoption Date.

Seller

Morgan Stanley Smith Barney LLC

By:

By:

Signed By:		Signed By:
Title:		Title:
Adoption Date:		Date:

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•	You agree the signature and/or initials used on these documents will be the electronic representation of your signature and initials for all purposes when you use them on documents, including legally binding contracts;

•	You understand a copy of the document(s) you are signing electronically can be saved or printed as a part of the eSign process and that you can request a copy from your Financial Advisor or Private Wealth Advisor;

•	You represent that all client and/or account information on the form(s) included in this package is accurate;

•	You have received, reviewed and agree in your capacity as an owner, fiduciary, and/or authorized individual to be bound by all terms and conditions attached to any document/agreement you have signed electronically; and

•	You understand that this Addendum and any document/agreement you have signed electronically will be deemed to be executed in the United States.

1.

The Seller’s affiliate status at the Issuer is a (check the applicable boxes):

Dated:

	By:
		Name:
		Title:

1.

The undersigned does not know or have any reason to believe that the Issuer has not complied with the reporting requirements contained in Rule 144(c)(1);

2.

To the knowledge of the undersigned, the Issuer is not a shell issuer as described in Rule 144(i)(1) or has ceased to be a shell issuer and, at the time of any sale of the Stock for the account of the undersigned, will be in compliance with the requirements of Rule 144(i)(2);

3.

With respect to any shares of the Stock that are restricted securities, as that term is defined in Rule 144(a)(3), a minimum of 6 months has elapsed since the date of acquisition of the Stock from the Issuer or an affiliate of the Issuer, and payment of the full purchase price, by the undersigned;

4.

At the time of any sale of the Stock for the account of the undersigned, the number of shares of the Issuer’s common stock sold by the undersigned or for the undersigned’s account and by or for the account of any person whose sales are required by paragraph (a)(2) and paragraph (e)(3) of Rule 144 to be aggregated with sales by or for the undersigned (other than shares sold pursuant to a registration statement under the Act, an exemption provided by Regulation A under the Act, or an exemption contained in Section 4 of the Act) will not exceed the amounts permitted by Rule 144(e);

5.

The undersigned has not solicited or arranged for the solicitation of, and will not solicit or arrange for the solicitation of, orders to buy the Stock in anticipation of or in connection with such proposed sale, and such sale shall be made in accordance with Rule 144(f);

6.

The undersigned has not made, and will not make, any payment in connection with the offering or sale of the Stock to any person other than the usual and customary compensation to MSSB;

7.

No share of the Stock is subject to any agreement granting any pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance, other than those which may have been entered into between the undersigned and MSSB;

8.

The undersigned authorizes MSSB to complete and/or update the Form 144 and this Seller’s Representation Letter (this “Letter”), including, but not limited to, completing and/or updating the number of shares of Stock to be sold in a given transaction or transactions and any dates, as may be necessary to reflect my instructions, which may be written or oral, and the facts of the transaction as effected, and to use Form 144 and this Letter as appropriate to comply with Rule 144 and to effect settlement of any sale made in conjunction herewith; and

9.

The undersigned agrees to notify MSSB promptly if there are any changes to the facts or representations set forth in this Letter or in the accompanying Form 144 (if applicable) and hereby authorizes MSSB, if MSSB deems it necessary, to contact the Issuer, its counsel, its transfer agent, and their agents and representatives concerning this transaction. MSSB and its agents and representatives, the Issuer, its transfer agent and their agents and representatives may rely on the accuracy of the information contained in this Letter, which may be dated and delivered in connection with a given transaction or transactions.

UNITED STATES					OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549   FORM 144					OMB Number: 3235-0101 Expires: July 31, 2023 Estimated average burden hours per response …..   1.00
NOTICE OF PROPOSED SALE OF SECURITIES					SEC USE ONLY
PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933					DOCUMENT SEQUENCE NO.
ATTENTION:  Transmit for filing 3 copies of this form concurrently with either placing an order with a broker to execute sale or executing a sale directly with a market maker					CUSIP NUMBER
1 (a) NAME OF ISSUER (Please type or print)   Pagaya Technologies Ltd.			(b) IRS IDENT. NO.	(c) S.E.C. FILE NO.	WORK LOCATION
1 (d) ADDRESS OF ISSUER                                                     STREET                                                  CITY                                                      STATE                        ZIP CODE					(e) TELEPHONE NO.
AZRIELI SARONA BLDG, 54TH FLOOR, DERECH MENACHEM BEGIN 121, TEL-AVIV, Israel, 000000					AREA CODE 646	NUMBER 710-7714
2 (a)  NAME OF PERSON FOR WHOSE ACCOUNT THE SECURITIES ARE TO BE SOLD   10b5-1 Plan for		(b) RELATIONSHIP TO ISSUER Affiliate	(c) ADDRESS                      STREET                                                                  CITY          STATE                     ZIP CODE   AZRIELI SARONA BLDG, 54TH FLOOR, DERECH MENACHEM BEGIN 121, TEL-AVIV, Israel, 000000

3 (a)	(b)	SEC USE ONLY	(c)	(d)	(e)	(f)	(g)
Title of the Class of Securities To Be Sold	Name and Address of Each Broker Through Whom the Securities are to be Offered or Each Market Maker who is Acquiring the Securities	Broker-Dealer File Number	Number of Shares or Other Units To Be Sold   (See instr. 3(c))	Aggregate Market Value   (See instr. 3(d))	Number of Shares or Other Units Outstanding   (See Instr. 3(e))	Approximate Date of Sale   (See instr. 3(f)) (MO.    DAY    YR.)	Name of Each Securities Exchange   (See instr. 3(g))
COMMON	Morgan Stanley Smith Barney LLC 1 New York Plaza, 38th Floor New York, NY 10004 ATTN:

1.  (a)  Name of issuer (b)  Issuer's I.R.S. Identification Number (c)  Issuer's S.E.C. file number, if any (d)  Issuer's address, including zip code (e)  Issuer's telephone number, including area code   2.  (a)  Name of person for whose account the securities are to be sold (b)  Such person's relationship to the issuer (e.g., officer, director, 10% stockholder or member of immediate family of any of the foregoing) (c)  Such person's address, including zip code

3.  (a)  Title of the class of securities to be sold (b)  Name and address of each broker through whom the securities are intended to be sold (c)  Number of shares or other units to be sold (if debt securities, give the aggregate face amount) (d)  Aggregate market value of the securities to be sold as of a specified date within 10 days prior to the filing of this notice (e)  Number of shares or other units of the class outstanding, or if debt securities the face amount thereof outstanding, as shown by the most recent report or statement published by the issuer (f)  Approximate date on which the securities are to be sold (g)  Name of each securities exchange, if any, on which the securities are intended to be sold

Title of the Class	Date You Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired (If gift, also give date donor acquired)	Amount of Securities Acquired	Date of Payment	Nature of Payment

INSTRUCTIONS:

If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given.  If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds

INSTRUCTIONS:		ATTENTION:
See the definition of "person" in paragraph (a) of Rule 144.  Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition.  In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.		The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed.  If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

DATE OF NOTICE		(SIGNATURE)
DATE OF PLAN ADOPTION OR GIVING OF INSTRUCTION IF RELYING ON RULE 10B5-1		The notice shall be signed by the person for whose account the securities are to be sold.  At least one copy of the notice shall be manually signed. Any copies not manually signed shall bear typed or printed signatures.
ATTENTION:  Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001).