Ryan M. Gilbert - 25 Jun 2021 Form 4 Insider Report for FTAC Olympus Acquisition Corp.

Footnote F1

On June 25, 2021 (the "Closing Date"), FTAC Olympus Acquisition Corp. (the "Issuer") completed its reorganization (the "Reorganization") contemplated by that certain Agreement and Plan of Reorganization, dated as of February 3, 2021, as amended on February 16, 2021 and on May 10, 2021 (as it may be further amended or modified, the "Reorganization Agreement"), by and among the Issuer, New Starship Parent Inc. ("New Payoneer"), Starship Merger Sub I Inc., a Delaware corporation and wholly owned subsidiary of New Payoneer, Starship Merger Sub II Inc., a Delaware corporation and wholly owned subsidiary of New Payoneer, and Payoneer Inc., a Delaware corporation (the "Reorganization Agreement"), the parties effected a business combination, concurrent with the consummation of the Reorganization, the shares of Class B Common Stock were converted into Class A Common Stock of the Issuer.

Footnote F2

The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for any other purpose.

Footnote F3

These shares are held directly by the Issuer's sponsors, FTAC Olympus Sponsor, LLC ("Olympus Sponsor") and FTAC Olympus Advisors, LLC ("Olympus Advisors"), as indicated, which are co-managed by the reporting person.

Footnote F4

Disposed of pursuant to the Reorganization Agreement in exchange for 9,624,365 shares of New Payoneer common stock on the Closing Date of the Reorganization.

Footnote F5

Disposed of pursuant to Reorganization Agreement in exchange for 10,015,620 shares of New Payoneer common stock on the Closing Date of the Reorganization.

Footnote F6

These securities were forfeited in connection with the Sponsor Share Surrender and Share Restriction Agreement entered into on February 3, 2021 between New Payoneer, Payoneer Inc., the Issuer, Olympus Sponsor and Olympus Advisors in connection with the Reorganization.

Footnote F7

In the absence of the forfeiture, the warrants would become exercisable at the later of 30 days after the consummation of the Issuer's Reorganization or 12 months from the completion of the Issuer's initial public offering.

Footnote F8

The warrants would have expired five years after the consummation of the Issuer's Reorganization or earlier upon redemption of all of the Issuer's outstanding Class A ordinary shares or the Issuer's liquidation.

Footnote F9

The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the Issuer's initial business combination on a one-for-one basis, subject to certain adjustments described in the Issuer's charter documents and have no expiration date.

Footnote F10

Represents shares transferred to other members of Olympus Sponsor and Olympus Advisors pursuant to certain side letters by and among certain members of Olympus Sponsor and Olympus Advisors.