#1Payoneer Connecting Today's Borderless World INVESTOR PRESENTATION Updated May 6, 2021 Please see our SEC filings under "New Starship Parent, Inc." for the most up to date information. 100 20 www AHIR (9 for#2Disclaimers Information Subject to Change The information, including financial information, contained herein has not been finalized and is subject to change. This confidential presentation was prepared exclusively for the benefit and internal use of the party to whom it is directly addressed and delivered in connection with the evaluation of a potential transaction (the "Business Combination") between FTAC Olympus Acquisition Corporation ("FTOC") and Payoneer Inc. ("Payoneer"). Any further distribution or reproduction of this presentation, in whole or in part, or the divulgence of any of its contents, is unauthorized. By accepting the presentation, each recipient agrees to maintain the confidentiality of the information contained herein in accordance with the confidentiality undertaking previously provided to FTOC. To the fullest extent permitted by law, in no circumstances will Payoneer or FTOC or any of their respective subsidiaries, stockholders, affiliates, representatives, partners, directors, officers, employees, advisers or agents be responsible or liable for any direct, indirect or consequential loss or loss of profit arising from the use of this presentation, its contents, its omissions, reliance on the information contained within it or on opinions communicated in relation thereto or otherwise arising in connection therewith. Industry and market data used in this presentation have been obtained from third-party industry publications and sources as well as from research reports prepared for other purposes. Neither Payoneer nor FTOC has independently verified the data obtained from these sources and cannot assure you of the data's accuracy or completeness. This data is subject to change. In addition, this presentation does not purport to be all-inclusive or to contain all of the information that may be required to make a full analysis of Payoneer or the proposed Business Combination, and none of FTOC, the Company or their respective affiliates or representatives makes any representation or warranty, express or implied, as to the accuracy, completeness or reliability of the information contained in this presentation, and the recipient disclaims any such representation or warranty. Viewers of this presentation should each make their own evaluation of Payoneer and of the relevance and adequacy of the information and should make such other investigations as they deem necessary. This presentation does not constitute (i) a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed Business Combination or (ii) an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase any security of FTOC, Payoneer or any of their respective affiliates. Any such solicitation will be conducted pursuant to a proxy statement or registration statement (the "Proxy Statement") filed by FTOC, Payoneer and/or their respective affiliates with the Securities and Exchange Commission. You should not construe the contents of this presentation as legal, tax, accounting or investment advice or a recommendation. You should consult your own counsel and tax and financial advisors as to legal and related matters concerning the matters described herein, and, by accepting this presentation, you confirm that you are not relying upon the information contained herein to make any decision. Forward-Looking Statements Certain statements in this presentation may be considered "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events or FTOC's or the Company's future financial or operating performance. For example, projections of future Volume, Revenue, and Operating Income are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may," "should," "expect," "intend," "will," "estimate," "anticipate," "believe," "predict," "potential" or "continue," or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by FTOC and its management, and Payoneer and its management, as the case may be, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination; (2) the outcome of any legal proceedings that may be instituted against FTOC, the combined company or others following the announcement of the Business Combination and any definitive agreements with respect thereto; (3) the inability to complete the Business Combination due to the failure to obtain approval of the shareholders of FTOC, to obtain financing to complete the Business Combination or to satisfy other conditions to closing: (4) changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Business Combination; (5) the ability to meet the Nasdaq's listing standards following the consummation of the Business Combination; (6) the risk that the Business Combination disrupts current plans and operations of Payoneer as a result of the announcement and consummation of the Business Combination; (7) the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (8) costs related to the Business Combination; (9) changes in applicable laws or regulations; (10) the possibility that Payoneer or the combined company may be adversely affected by other economic, business and/or competitive factors; (11) Payoneer's estimates of its financial performance; and (12) other risks and uncertainties set forth in the section entitled "Risk Factors" and "Cautionary Note Regarding Forward- Looking Statements" in FTOC's Prospectus dated August 25, 2020 filed with the Securities and Exchange Commission on August 26, 2020, the section entitled "Risk Factors" in FTOC's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020, as well as any further risks and uncertainties to be contained in the Proxy Statement filed after the date hereof. Nothing in this presentation should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Neither FTOC nor the Company undertakes any duty to update these forward-looking statements. Financial Information; Non-GAAP Financial Measures The financial information and data contained in this presentation is unaudited and does not conform to Regulation S-X. Accordingly, such information and data may not be included in any proxy or may be presented differently in any proxy statement or registration statement to be filed by FTOC with the SEC. The "Pro Forma financial data included herein has not been prepared in accordance with Article 11 of the SEC's Regulation S-X, is presented for informational purposes only and may differ materially from the Regulation S-X compliant unaudited pro forma financial statements of Payoneer to be included in the Proxy Statement in connection with the proposed Business Combination (when available). In addition, all historical financial information included herein is preliminary and subject to change pending finalization of the audits of Payoneer as of and for the years ended December 31, 2019 and 2018 in accordance with PCAOB auditing standards. Except as otherwise noted, all references herein to full-year periods refer to Payoneer's fiscal year, which ends on December 31. Some of the financial information and data contained in this presentation, such as Adjusted Revenue has not been prepared in accordance with United States generally accepted accounting principles ("GAAP"). Payoneer defines Adjusted Revenue as Revenue less revenue from two travel marketplaces and interest income. Payoneer 2#3Disclaimers (cont.) Payoneer uses these non-GAAP measures to compare Payoneer's performance to that of prior periods for budgeting and planning purposes. FTOC and Payoneer believe these non-GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to Payoneer's results of operations. Payoneer's method of determining these non-GAAP measures may be different from other companies' methods and, therefore, may not be comparable to those used by other companies and Payoneer does not recommend the sole use of these non-GAAP measures to assess its financial performance. Payoneer management does not consider these non-GAAP measures in isolation or as an alternative to financial measures determined in accordance with GAAP. The principal limitation of these non-GAAP financial measures is that they exclude significant expenses and income that are required by GAAP to be recorded in Payoneer's financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgments by management about which expense and income are excluded or included in determining these non-GAAP financial measures. In order to compensate for these limitations, management presents non-GAAP financial measures in connection with GAAP results. You should review Payoneer's financial statements, which will be included in the Proxy Statement in connection with the proposed Business Combination (when available), and not rely on any single financial measure to evaluate Payoneer's business. Other companies may calculate Adjusted Revenue differently, and therefore Payoneer's Adjusted Revenue may not be directly comparable to similarly titled measures of other companies. See the Appendix for a description of these non-GAAP measures and a reconciliation of the historic measures to Payoneer's most comparable GAAP financial measures. This presentation contains financial forecasts of Payoneer, namely, Payoneer's Revenue and Operating Income for 2020 to 2022, and Adjusted Revenue for 2020. Neither Payoneer's independent auditors, nor the independent registered public accounting firm of FTOC, audited, reviewed, compiled or performed any procedures with respect to the projections for the purpose of their inclusion in this presentation, and accordingly, neither of them expressed an opinion or provided any other form of assurance with respect thereto for the purpose of this presentation. These projections should not be relied upon as being necessarily indicative of future results. The projected financial information contained in this presentation constitutes forward-looking information. The assumptions and estimates underlying such projected financial information are inherently uncertain and are subject to a wide variety of significant business, economic, competitive and other risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information. See "Forward-Looking Statements" above. Actual results may differ materially from the results contemplated by the projected financial information contained in this presentation, and the inclusion of such information in this presentation should not be regarded as a representation by any person that the results reflected in such projections will be achieved. Industry and Market Data. In this presentation, FTOC relies on and refers to certain information and statistics obtained from third-party sources which it believes to be reliable, including reports by market research firms. Neither FTOC nor Payoneer has independently verified the accuracy or completeness of any such third-party information. This presentation may contain trademarks, service marks, trade names and copyrights of other companies, which are the property of their respective owners. Certain information in this presentation has been updated as of May 6, 2021. Payoneer 3#4Today's Presenters FTAC Olympus Acquisition Corp. G Betsy Z. Cohen Chairman of the Board • Chairman of FinTech Acquisition Corp IV and V • Previously Chairman of FinTech Acquisition Corp I, II, and III Previously CEO and Founder of The Bancorp Bank Ryan Gilbert President and CEO • GP, Propel Venture Partners • Board member of bkash, Guideline, Ease, Steady, Charlie, and Grabango Previously Advisor at Square and Vice President at MoneyGram F FINTECH ACQUISITION CORP I The Bancorp F FINTECH ACQUISITION CORP Square GMoneyGram. Payoneer Scott Galit Chief Executive Officer • Joined Nov 2010 • Scott previously served as SVP at MasterCard, SVP/GM at First Data, EVP at MetaBank, CEO of Solspark and an investment banker at DLJ Michael G. Levine Chief Financial Officer • Joined Oct 2011 . Michael's extensive experience includes Commercial and Investment Banking, Prepaid/Stored-Value, Software and Technology First Data. mastercard. IDT HSBC Payoneer 4#5Overview of FTAC Olympus Acquisition Corp. Strong Strategic Partner Leader in the SPAC Market Experienced Leadership Team Impressive Track Record cardconnect. +90% return(¹) From IPO to sale to First Data in July 2017 Sponsor team brings deep expertise in FinTech and financial services sectors A pioneer in the evolution of the SPAC structure since 2015 to unlock significant value in partnership with attractive companies seeking to become public Team with operational and financial experience with an investor lens to complement Payoneer's Consistent track record of impressive shareholder returns across CardConnect, Intermex, and Paya with Perella Weinberg Partners recently announced Stellar reputation with institutions for quality asset selection intermex International Money Express +65% return (2) Since IPO paya $250mm Upsized PIPE P/W/P Source: Public Filings, FactSet 1. Return on units based on acquisition consideration paid by First Data of $15 per share of CCN common stock and $3.99 per CCN warrant (assumes warrants were issued within 30 days of acquisition closing), per tender offer statements filed by CCN and First Data with the SEC on June 7, 2020. 2. Return based on IMXI common stock closing price as of February 1, 2021. For each whole warrant, reflects 0.201 shares of IMXI common stock and $1.12 in cash issued to warrant holders pursuant to IMXI's Offer to Exchange Warrants filed on Form S-4 with the SEC on March 28, 2019. PARTNERS $125mm Upsized PIPE Payoneer 5#6Transaction Summary Valuation Capital Structure Earnout Shares 4. 5. 6. 7. 12 . 10. . Key Highlights Pro forma enterprise value of $3.27bn, which equates to 7.6x 2021E revenue of $432mm $563mm of cash held on the pro forma balance sheet(¹) Earnout of 30mm shares 50% granted if closing share price above $15 within first 30 months(2) 50% granted if closing share price above $17 within first 60 months(2) Capitalization ($ in mm) $3,796 (525) $3,271 Implied Sources & Uses Existing Payoneer Shareholder Equity (5) Cash Held in Trust Proceeds from PIPE Total Sources Existing Payoneer Shareholder Equity (5) Cash Consideration (6) Cash on Payoneer Balance Sheet Estimated Transaction Expenses(7) Pay Down of Debt Total Uses ($ in mm) Implied Market Capitalization (3) Net Debt(4) Pro Forma Enterprise Value Note: Figures above subject to final tax/legal review. Assumes no redemptions. 2. 3. 1. Unrestricted cash; does not include restricted deposits or accounts receivable related to Payoneer's working capital business. Closing share price for 20 days within any 30-trading day period. Reflects the forfeiture of 1.94mm founder shares in connection with the transaction. Includes 5.8mm founders shares (1/3 of the retained 17.5mm founder shares) that are not subject to price based transfer restrictions following closing. The remaining 11.6mm founder shares are divided into two equal tranches and cannot be sold or transferred until closing stock price meets or exceeds $15 and $17, respectively, for 20 out of any 30 consecutive trading days (the "Price Targets"). Excludes Payoneer earnout shares and Payoneer management transaction pool of 1mm shares, all of which are subject to vesting at the Price Targets. Based on balance sheet figures as of December 31, 2020. Net debt includes $38mm of mezzanine securities (Series 1 Senior Preferred Stock) less $563mm of unrestricted cash on balance sheet. Excludes restricted deposits and accounts receivable related to Payoneer's working capital business. Total equity consideration to Payoneer includes any shares to be issued in respect of Payoneer warrants and options. Assumes Payoneer outstanding debt of $40mm at close will be paid down with existing cash on hand. Assumes Payoneer's $38mm of outstanding mezzanine securities (Series 1 Senior Preferred Stock) will be assumed by the pro forma entity. Excludes Payoneer earnout shares. Cash consideration to Payoneer equityholders of $457mm determined based on Payoneer's capitalization table as of February 2, 2021 and vested date of March 31, 2021. Exercise of vested options or warrants will be added to cash on balance sheet. Cash consideration to Payoneer equityholders, as illustrated, does not include the payoff of the Series 1 Senior Preferred Stock, which will be assumed by the pro forma entity. Represents an estimate of transaction expenses. Actual amounts may vary and may include expenses unknown at this time. 8. Excludes 25.2mm public warrants and 30mm of Payoneer earnout shares. Private placement warrants will be forfeited in connection with the transaction. 9. Excludes Payoneer earnout shares and includes the Management Transaction Pool for 1mm shares. Total equity consideration to Payoneer includes any shares to be issued in respect of Payoneer warrants and options. Assumes Payoneer outstanding debt of $40mm at close will be paid down with existing cash on hand. Payoneer Includes shares subject to earnout conditions. (10) Sources Existing Payoneer Shareholder Equity FTOC Public Shareholders FTOC Sponsor PIPE Shareholders Uses Pro-Forma Ownership(8) $2,661 $755 $300 $3,716 $2,661 $457 $463 $95 $40 $3,716 68.1% 19.2% 5.0% 7.6% 6#7Who We Are: Global payment and commerce-enabling platform powering growth for millions of digital businesses Our Mission: Democratize access to financial services and drive growth for digital businesses of all sizes from around the world 10000 00 500 EURO EYPO 2554 10 52563258 9999 Payoneer 7#8Payoneer At a Glance Payoneer Team Locations New Planned Locations "Payoneer has been our passport for global growth." Tophatter 1. Customer count includes all customers since launch and excludes the end customers of Payoneer's Enterprise GBT clients. As of December 31, 2020. 2. 3. All figures for year ended December 31, 2020 are preliminary and unaudited and subject to change. 5M+ Marketplaces, Enterprises and SMBs(¹)(2) $44B 2020F Volume(3) 190+ Countries & Territories (2) $345M+ 2020F Revenue(3) 8#9Our Business is Well Positioned in the Large, Fast-Growing Global Digital Commerce Market Payoneer 9#10Technology is Transforming Commerce Globally Creating a Need for a New Global Financial Platform Acceleration of Digitalization Developed & Emerging Markets Now Interconnected, Driving X-Border Growth Unprecedented Access to Global Markets Creates Opportunity for Billions of People Marketplaces & Platforms are Key Enablers Banks Wallets SERVICES ARNING Marketplaces ECOMMERCE Payoneer Suppliers B2B PLATFORM SOCIAL Gig Economy / Freelancers Buyers TRAVEL Merchants Payoneer 10#11Our Market Opportunity is Large and Rapidly Expanding 1. 2. 3. 4. 70% CK 34% A Large Growing Global Market(¹)... 10: ~$26 Trillion Global E-Commerce Volume ~$18 Trilion E-Commerce Volume in Top 7 Countries ~$9 Trillion U.S. E-Commerce Volume UNCTAD - 2018 figures - https://unctad.org/system/files/official-document/tn_unctad_ict4d15_en.pdf. Juniper Research - 2020 Figure - https://www.juniperresearch.com/press/press-releases/b2b-cross-border-payments-to-grow. Global Naps-2019 figures - https://globalnaps.org/issue/small-medium-enterprises-smes/. Internet World Stats - September 30, 2020 -https://www.internetworldstats.com/stats.htm. 30% 4.9B ...Driven by Strong Trends ~400M SMBs worldwide (³) 78% Projected B2B cross-border payment volume growth to 2022(2) Internet users globally(4) Of global internet users are outside of North America / Europe(4) Payoneer 11#12The Power of Our Platform We connect and monetize two-sided networks We provide global connectivity with localized capabilities We have a robust and scalable compliance, risk & regulatory infrastructure We combine modern technology and global service to drive growth for our customers We have a trusted, recognized brand across both the developed and emerging world Payoneer 12#13We Connect and Monetize Two-Sided Networks Marketplaces Access New Markets 1. Ensure Global Compliance Omni-Channel Commerce Streamline B2B Payments Compared to white label bank payments for same marketplaces. Drive Global Growth Partners Data Risk Management Payoneer Security Flexible Technology Payoneer delivers 200% + more volume retention (¹) SMBs Attract New Customers Find New Partners Banks Access Growth Capital Act Local Globally In-Network Instant Payments Payoneer 13#14We Make Global Business Local 1. North & Central America As of December 31, 2020. South America UK Europe Africa Middle East' Asia o Russia China SE Asia Australia "What I love about Payoneer is the freedom I have to use it all over the world." Eliana-Argentina - SMB REACH 190+ Countries & Territories (¹) SCALE 7,000+ Trade Corridors(1) HARD TO REPLICATE 15+ Years to Build Payoneer 14#15Our Foundation: Robust Technology, Risk & Compliance Infrastructure 1. 2. Global Banking Infrastructure Smart Routing platform Redundancy in over 100 countries(1) 100+ countries local clearing(¹) Data & Machine Learning • Lifetime value and churn prediction • Fraud management and Working Capital underwriting models CRM indicators and success measurement Risk & Compliance • Global SMB onboarding & underwriting - 300k applications monthly(2) • Unique risk management capabilities As of December 31, 2020. Based on an average of monthly applications from January 2020 to December 2020. Payoneer® Global Operations Localized global account management • Dozens of languages supported Scaled regional operations Regulatory Infrastructure Regulated across key markets including US, Europe, Hong Kong, Japan, Australia (¹) • Licensed MasterCard issuer Comprehensive AML program Secure, Scaled Technology • Robust cybersecurity • API access across platform Accounting/ERP/Partner integrations Payoneer 15#16Comprehensive Product Suite O Global Payments B2B AP / AR Compliance & Risk Services Ilnll Multi-Currency Account ($) Working Capital B Tax Solutions Physical & Virtual Cards Merchant Services Green Channel Payoneer 16#17Simple Global Payments for Marketplace Ecosystems Payoneer works with 9 of the top 20 most valuable companies in the world (¹) 1. Streamlined Global Mass Payments ww On >Payoneer API Integration for Onboarding and Payment Flows "Payoneer provides the best-in-class support to Shopee's one stop cross-border seller solution." Shopee As of December 31, 2020, based on market capitalization from CapitallQ. -(S) IR PAYONEER ACCOUNT MOBILE WALLET LOCAL BANK TRANSFER BANK WIRE PAPER CHECK Global Collections for Marketplace SMBs PHYSICAL AND VIRTUAL CARDS Payoneer 17#18Global Multi-Currency Account for SMBs We make it easier for SMBs to expand globally by making cross-border transactions seamless Marketplace Payments Global Multi-Currency Account Pay Suppliers ERP Integrations |||| CO B2B AP / AR Physical & Virtual Cards Working Capital Tax Solutions "Payoneer I believe, is the only reliable option, which not only empowers Pakistanis but also millions of businesses around the world." Syed -Pakistan - SMB All transactions Feb 16, 2018 Fiverr 1769.31 USD Completed Feb 15, 2018 Upwork 1,709.83 EUR Completed PriceCo 273.48 EUR Completed 9:41 AM Transactions Filters Feb 6, 2018 Liberty Square - ATM 400 Home Transactions Actions Settings 100% Payoneer 18#19B2B AP / AR Momentum Demonstrates Ability to Extend the Platform 1. Seller Do) B2B AP / AR Localizing Global Payments for Exporters and Importers Invoice Buyer Payment into Multi-Currency Account Year over year volume growth is based on 2019 and 2020 calendar year. $1,000 (ww u! $) $800 $600 $400 $200 Volume 140%+YOY Volume Growth in 2020(¹) Q1'17 Q2'17 Q3'17 Q4'17 Q1'18 Q2'18 Q3'18 Q4'18 Q1'19 Q2'19 Q3'19 Q4'19 Q1'20 Q2'20 Q3'20 Q4'20 "Payoneer has solved all my business issues regarding payment, which makes it really easy to operate globally." Jorge-Spain-SMB Payoneer 19#20Innovation to Meet Customer Needs Opens Large Market Opportunities Working Capital Providing SMBs the Capital They Need to Grow Merchant Obtain Capital Machine-Learning Underwriting Automatic Repayment New Technology Enables Merchants to Optimize Their Payments and Expand Globally APM Merchant Services Ti Merchant Next Generation Payments Platform PSP "Payoneer's working capital is the obvious solution to our problem." Hao-US-SMB THE Risk Do Payoneer eer 20#21Payoneer - Beyond Payments 1. 2. 3. US Marketplace Customer Profile $1bn+ annual volume(¹), 60%+CAGR(2) MARKETPLACES For each of the years ended December 31, 2019 and 2020. Two-year Volume CAGR between 2018A and 2020F. Four-year Volume CAGR between 2016A and 2020F. Payoneer Value • Mass Payouts Tax Solutions Compliance NEW IN 2020 • Mexico Marketplace NEW OPPORTUNITIES Working Capital • Green Channel Trust Services Merchant Services SMB in Hong Kong Customer Profile $100mm+ annual volume(¹), 50%+ CAGR (3) MARKETPLACES amazon Wish LAZADA GROUP Sebay Shopee Payoneer Value Global Payments B2B AP / AR • Global Multi-Currency Account Tax Solutions NEW IN 2020 • Working Capital Green Channel NEW OPPORTUNITIES Merchant Services Digital Purchasing Card AP Payments to Suppliers oneer 21#22Why We Win 1. Payoneer ADVANTAGES Global brand with presence across 190+ countries (1) Broad ecosystem of SMBs, marketplaces and partners with powerful network effects Leading infrastructure and product platform built over 15+ years Deep risk management and compliance expertise Extensible and scalable business model As of December 31, 2020. LANDSCAPE Global Digital Payment Providers Local Niche Players Large Banks Payoneer 22#23Diversified Distribution Strategy with Attractive Unit Economics Payoneer 12×31003 23#24We Go To Market Globally with a Trusted, Empowering Global Brand 1. The Payoneer Brand payoneer Pa oneer Payoneer Brand is trusted and represents empowerment and connectivity Global & Local Teams Payoneer Local teams, global marketing platform, enable close engagement with customers Connecting Marketplaces & SMBs Connect marketplaces, partners and SMBs at events all over the world to engage, leam and grow In the Top 1,000 Most Trafficked Websites in the World (1) Payoneer's Alex Rank is 915 as of January 11, 2021 based on 90-Day Average Global Internet Traffic- https://www.alexa.com/siteinfo/payoneer.com Network Effects Strong network effect across marketplaces, partners, customers and affiliates drives low-cost customer acquisition eer ee Payoneer Pa o Payoneer Payoneer Go Globall Payonee Payon oneer 24#25We Scale Our Business with an Integrated Global Partner Ecosystem Broad Partner Ecosystem Adds Value to Our Comprehensive Platform Marketplaces Financial Institutions Sourcing Logistics Companies ($) 1. October 2020 - https://www.manilastandard.net/tech/business0/338250/app-annie-gcash-reigns-as-no-1-finance-app-in-ph.html. January 2021-https://www.gcash.com/. 2. 3. For the period beginning on September 1, 2020 and ending on November 30, 2020. 01 3 ERP Systems Mobile Wallets Marketing Services Accounting & Tax Service Providers Selected Partner: G) GCash Partnered with the #1 mobile finance app(¹) in the Philippines enabling SMBs to get paid globally & access funds in real- time 20M Active GCash Users(2) 30K GCash linked Payoneer Accounts in first 90 days(3) ~14K New Payoneer Applications in first 90 days(3) Payoneer eer 25#26Driving Powerful Network Effects... 1. 2. Strong Network Effects Powering Our Customer Acquisition Marketplaces Customers More Ending Q4-2020. Over the period starting 2014 and ending 2020. More Data Payoneer Platform More Clients SMBs مهم More Enterp Volume Proven Out by Our Rapid Acceleration of New Customer Additions (¹) 7x Increase in size of new cohorts(2) 2011A 2012A 2013A 2014A 2015A 2016A 2017A 2018A 2019A 2020F oneer 26#27...And Resulting in Strong Volume Cohort Performance and Highly Attractive Unit Economics 2020 Volume(¹) ~426x Volume(¹) Growth from 2009-2020 2009A 2010A 1. 2. 3. 2011A 2012A 2013A 2014A 2015A 2016A 2017A 2018A 2019A SMB cohort Volume. As of 2020-Net Retention Current period Volume from existing customers/ prior period Volume from existing customers. For 2019 cohort. 2020F Cohort 2019 Cohort 2018 Cohort 2017 Cohort 2016 Cohort 2015 Cohort 2014 Cohort Pre 2014 Cohort 2020F >100% Net Volume Retention (2) <12 months Payback Period (3) 27#28Sustainable Growth Opportunities Payoneer 28#29A Multi-Pronged Strategy to Deliver Sustained Growth V Leverage Market Momentum & Scale Extend Leadership with Marketplace Ecosystems K Expand Ecosystem Accelerate Strategic and Channel Partnerships Product Extension Ramp Merchant Services, Working Capital & Card Growth Platforms Investment in Product & Infrastructure 0 Inorganic Growth Pursue Targeted, Strategic M&A optile Acquired 2020 oneer 29#30Compelling Financial Model Payoneer oleisenonotone 30#31Highlights of the Financial Model 0000000 Our Strengths Highly Efficient Customer Acquisition Cross-Sell New Products Increases Value per Customer Strong Cohort Performance Attractive Network Effects Long-term Vision 1 We Earn Fees When... SMBs collect funds/ Marketplaces pay 2 SMBS use funds 3 For value-added services to SMBs oneer 31#32Secular Tailwinds & Innovative Product Offering Drive Top-Line Growth 1. $14 2017A % YoY Growth $22 2018A 57% Volume ($ in bn) 38% CAGR $29 2019A 35% $44 2020F 53% $64 2021P 44% $85 2022P 33% $215 2017A % YoY Growth $260 2018A 21% Revenue ($ in mm) $318 2019A 22% 25% CAGR $346 2020F 9% $432 2021P 25% Adjusted Revenue YoY growth rate of 31%(¹) Adjusted Revenue is defined as Revenue less Revenue from two travel marketplaces and interest income. Adjusted Revenue YoY growth rate of 31% in 2020F is based on 2019A and 2020F Revenue of $318mm and $346mm, respectively, less Revenue of $74mm and $27mm for 2019A and 2020F, respectively, attributable to two travel marketplaces and interest income. See Appendix for reconciliation. $540 2022P 25% Payoneer 32#33How We Generate Revenue 1. Volume $64bn 2021P Volume Volume Drivers ↑ Organic Growth from Existing Customers ↑ New Customers ↑ Up-Sell New Services Leverage Expanded Sales Teams and Partnerships May not reconcile due to rounding. X Take Rate 68bps 2021P Blended Yield Take Rate Drivers ↑ Volume from New Services with Higher Take-Rates ↑ Return of Cross-border Travel Mix Shift to Larger Customers and Lower Take Rate, Higher Margin Bank Withdrawals ↓Vertical Mix Shift and Growing Domestic Payments Revenue $432mm 2021P Revenue (¹) Payoneer 33#34Resilient Performance During Pandemic 1. 2. 3. Adjusted Volume ($ in bn)(¹) 67% $25 $42 2020F 1.10% 2019A Total Take Rate(²) Take Rate Considerations 0.78% 2020F COVID Impact on international travel Interest income Vertical mix shift and growing domestic payments Mix shift to larger customers Targeted pricing investments Adjusted Revenue ($ in mm) (3) 31% $244 2019A 2019A Adjusted Volume is defined as Volume less Volume from two travel marketplaces and interest income. Adjusted Volume is based on 2019A and 2020F Volume of $29bn and $44bn, respectively, less Volume of $4bn and $2bn for 2019A and 2020F, respectively, attributable to two travel marketplaces and interest income. See Appendix for reconciliation. Take Rate is based on total volume and total revenue, not adjusted volume and adjusted revenue. Take Rate is calculated as total revenue divided by total volume. Adjusted take rate in 2019A and 2020F is 0.96% and 0.76%, respectively. Adjusted Revenue is defined as Revenue less Revenue from two travel marketplaces and interest income. Adjusted Revenue is based on 2019A and 2020F Revenue of $318mm and $346mm, respectively, less Revenue of $74mm and $27mm for 2019A and 2020F, respectively, attributable to two travel marketplaces and interest income. See Appendix for reconciliation. $319 2020F Payoneer 34#35Long Term Target Business Model 20%+ Revenue Growth Illustrative Long Term Targets 20%+ EBITDA Margin Payoneer oneer 35#36Key Investment Highlights Massive Addressable Market with Strong Tailwinds Robust Global Platform, Brand, Product Suite and Network Effects Create Sustainable Competitive Advantage Compelling Unit Economics and Business Model Multi-Pronged Growth Strategy Builds on Accelerating Momentum Proven Team With Demonstrated Ability to Drive Growth and Shareholder Value While Managing Risk oneer 36#37Appendix Payoneer $2x3003 37#38Compelling Relative Valuation 2022 Revenue Growth Rate EV/ Revenue Multiple(¹) 2021E 2022E Selected Peers Growth Adjusted EV / Revenue Multiple(¹)(2) 2021E 2022E Payoneer FTAC Olympus 25% 7.6 x 6.1 x 0.3 x 0.2 x High-Growth Payments P PayPal adyen bill.com Square 29% 36.5 x 27.7 x 1.2 x 1.0 x e-Commerce S shopify BIGCOMMERCE 27% 49.3 x 38.5 x 1.9 x 1.5 x Note: Revenue based on net revenue, which has been standardized across companies to remove network and interchange fees. Net revenue for Adyen, BigCommerce, Bill.com, FIS, and Global Payments are based on S&P CapitallQ. Net revenue for Paypal, Shopify, Square, and Fiserv are calculated by averaging the estimates provided by sell-side research reports. 1. Based on CapitallQ prices as of February 1, 2021. 2. Growth Adjusted EV / revenue multiple is based on net revenue and is calculated as EV / net revenue multiple divided by 2020-2022 net revenue CAGR, which is 25% for Payoneer, 30% for High-Growth Payments, 26% for e-Commerce and 9% for Global Processors. Global Processors FIS & globalpayments fiserv. 8% 7.2 x 6.7 x 0.8 x 0.8 x oneer 38#39Income Statement ($ in mm) Revenues Transaction Costs Other Operation Expenses Research and Development Expenses Sales and Marketing Expenses General and Administrative Expenses Depreciation and Amortization Total Operating Expenses Operating Income (Loss) Financial Expense (Income) Income (Loss) Before Taxes on Income Income Tax Expense Share in losses of associated companies Net Income (Loss) 2017A $215 $74 50 20 48 21 7 $220 ($5) ($2) ($4) $3 ($7) 2018A $260 $81 69 29 50 24 8 $262 ($2) $2 ($4) $3 ($7) Year ended December 31 2019A $318 $95 82 35 61 31 10 $314 $4 ($1) $4 $5 0 ($1) 2020F $346 $363 ($18) 2021P $432 $482 ($50) 2022P $540 $585 ($45) Payoneer 39#40Reconciliation to Adjusted Revenue ($ in mm) Revenue (-) Revenue Attributable to Two Travel Marketplaces and Interest Income Adjusted Revenue 2017A $215 (27) $188 Year ended December 31 2018A $260 (49) $211 2019A $318 (74) $244 2020F $346 (27) $319 Payoneer 40#41Appendix: Risk Factors Payoneer 41#42Risk Factors (1/6) Certain factors may have a material adverse effect on our business, financial condition, and results of operations. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business. If any of the following risks actually occurs, our business, financial condition, results of operations, and future prospects could be materially and adversely affected. In that event, the trading price of our common stock following the business combination could decline, and you could lose part or all of your investment. 1. 2. 3. 4. 5. Our business depends on a strong and trusted brand, and failure to maintain and protect our brand, or damage to our reputation, or the reputation of our partners, could adversely affect our business, financial condition or results of operations Our success depends on our ability to develop products and services to address the rapidly evolving market for payment services and if we are not able to implement successful enhancements and new features for our products and services, we could lose customers or have trouble attracting new customers, and our ability to grow may be limited Substantial and increasingly intense competition in the worldwide financial services and payments industry, including on pricing and payment alternatives, could adversely affect our margins, business and results of operations. Competitive activity by our partners and clients that insource payment services or directly compete against our services could adversely affect our business We are dependent upon consumers' and merchants' continued and unimpeded access to the internet, and upon their willingness to use the internet for commerce Declines in ecommerce utilization generally, including as a result of the recovery of brick-and-mortar sales following the COVID-19 pandemic, could have a material adverse effect on our business, financial condition and our results of operations and financial condition Payoneer 42#43Risk Factors (2/6) 6. Unauthorized disclosure, destruction or modification of data, through cybersecurity breaches, computer viruses or otherwise, or disruption of our services, could expose us to liability and/or damage our reputation 7. 8. 9. Failure to protect, enforce and defend our intellectual property rights, may diminish our competitive advantages or interfere with our ability to market and promote our products and services. We use open-source software and may be subject to claims from licensors related to ownership and use rights 10. Our products and services may not function as intended due to errors in our or our third-party providers' software, hardware, and systems, product defects, or due to security breaches or human error in administering these systems, which could materially and adversely affect our business Our systems and our third-party providers' systems may be subject to system failures or capacity constraints and, resulting interruptions in the availability of our platform, products, or services, including the accessibility of our solutions through mobile devices, could harm our business Because we rely on third parties to provide services, we could be adversely impacted if they fail to fulfill their obligations or if our arrangements with them are terminated and suitable replacements cannot be found on commercially reasonable terms or at all 11. From time to time we are subject to various legal proceedings which could adversely affect our business, financial condition or results of operations 12. Our risk management framework, including our counterparty risk management, may not be fully effective in mitigating our risk exposure against all types of risks Payoneer 43#44Risk Factors (3/6) 13. The failure to attract and retain key personnel could have a material adverse effect on our business 14. Acquisitions, joint ventures or other strategic transactions create certain risks and may adversely affect our business, financial condition or results of operations 15. We are subject to risks relating to the availability of capital for our Working Capital products, as well as risk of losses relating to our Working Capital products 16. Our business is subject to extensive government regulation and regulatory oversight, as well as extensive, complex, overlapping, and frequently changing rules, regulations, and legal interpretations. Failure to comply with these rules and regulations, or adjust to changes thereof, may result in enforcement actions by regulatory bodies, including improvement orders, fines or the loss of a license to provide services in the jurisdictions we provide services from, which may prevent us from serving customers in certain countries or offering certain services in certain countries, and could materially harm our business 17. Our results of operations may be adversely affected as a result of any decrease in revenue from customers operating in China as a result of regulatory changes or occurrences under other risk factors discussed herein. As a significant portion of our revenue is generated from China, any negative impact to our ability to serve customers based in China could exacerbate the other risks set forth herein 18. Our business is subject to complex and evolving regulations and oversight, including in relation to privacy and data protection. Failure to comply with applicable data protection laws and regulations could subject us to fines and reputational harm 19. If we fail to comply with the applicable rules and policies of the payment network card schemes or the terms of a payment network card scheme license, they could seek to fine us, suspend us or terminate our participation license, which could adversely affect our business Our results of operations may be adversely affected by changes in foreign currency exchange rates 20. Payoneer 44#45Risk Factors (4/6) 21. If we fail to comply with the applicable requirements of our counterparty financial institutions and banking partners, they could seek to suspend or terminate our accounts, which could adversely affect our business 22. We depend on counterparty financial institutions and payment service providers to support our operations. If one or more of our counterparty financial institutions or payment service providers default on their financial or performance obligations to us, change their business strategy or requirements, become subject to regulatory action, or fail, our results of operations and financial condition may be adversely affected and we may incur significant losses 23. Failure to effectively deal with bad, fraudulent or fictitious transactions and material internal or external fraud could negatively impact our business 24. Use of our payments services for illegal purposes could harm our business 25. Changes and evolving requirements in tax laws or their interpretation, including as applied to us and our customers, could adversely affect our business 26. Any factors that reduce cross-border trade or cross-border digital commerce, make such trade or commerce more difficult or diminish e- commerce sales and/or limit activity of ecommerce marketplaces could harm our business 27. Our failure to manage our customer funds properly could harm our business Payoneer eer 45#46Risk Factors (5/6) 28. Our business may be adversely affected by geopolitical and other risks associated with global operations. As we continue to expand internationally, including within emerging markets, we may become more susceptible to these risks. A significant number of our employees, including certain management members, are employed under our Israeli subsidiary, and accordingly, political, economic, and military conditions in Israel and the surrounding region may directly affect our business and operations. An occurrence of a natural disaster, widespread health epidemic, war or other outbreaks could have a material adverse effect on our business, financial condition and results of operations. For example, in the first two quarters of 2020, as a result of the COVID-19 pandemic, travel-related commerce significantly declined 29. The extent to which the COVID-19 pandemic and measures taken in response thereto impact our business, results of operations and financial condition will depend on future developments, which are highly uncertain and cannot be predicted 30. Failure to comply with anti-money laundering, economic and trade sanctions regulations and similar laws, could subject us to penalties and other adverse consequences 31. We depend on technical systems that are dependent on timely adjustment to changing sanctions regulations and laws 32. If we are unable to renew client contracts at favorable terms or we lose significant clients, or if an ecommerce marketplace were to prevent our customers from using our services to get payment from such marketplace, our results of operations and financial condition may be adversely affected. For example, customers that use our platform to receive payments from Amazon marketplaces around the world generate a significant portion of our revenue and accordingly, should Amazon change its requirements or impose restrictions on sellers on its platform, our financial condition and results of operations may be adversely impacted Payoneer neer 46#47Risk Factors (6/6) 33. As our revenue has increased, our growth rate has slowed at times in the past and may slow or decline in the future. Future revenue growth depends on our ability to retain existing customers, attract new customers, and increase sales to both new and existing customers 34. Following the completion of the business combination, the price of our common stock could decline if securities analysts do not publish research or if securities analysts or other third parties publish inaccurate or unfavorable research about us 35. Following the completion of the business combination, future sales of our common stock, or the perception that such sales may occur, could depress our common stock price 36. If we fail to implement and maintain effective internal controls over financial reporting, we may be unable to accurately or timely report our financial condition or results of operations, which may adversely affect our business 37. Our management team has limited experience managing a public mpany 38. We will incur increased costs as a result of operating as a public company, and our management will be required to devote substantial time to new compliance initiatives and corporate governance practices Payoneer eer 47