TEXT-EXTRACT 2 filename2.txt 745 Seventh Avenue New York, NY 10019 United States June 10, 2022 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Registration Statement on Form F-4 (Registration No. 333-264168) To whom it may concern: Reference is made to the above-referenced registration statement (the Registration Statement ) of Pagaya Technologies Ltd. (the Issuer ) under the Securities Act of 1933, as amended (the Securities Act ) with respect to a proposed business combination (the Transaction ) involving a merger, consolidation, exchange of securities, acquisition of assets, or similar transaction involving EJF Acquisition Corp. (the SPAC ). The Registration Statement was declared effective by the Securities and Exchange Commission on May 20, 2022. This letter is to advise you that, effective as of today, our firm has resigned from, or ceased or refused to act in, every capacity and relationship in which we were described in the Registration Statement as acting or agreeing to act (including, without limitation, any capacity or relationship (A) required to be described under Paragraph (5) of Schedule A (15 U.S.C. 77aa) or (B) for which consent is required under Section 7 of the Securities Act) with respect to the Transaction. We are also enclosing our termination letter that was sent to the SPAC and Issuer which recommends that the SPAC and Issuer notify the investing public of Barclays resignation prior to the shareholder vote on the business combination with Pagaya which is currently scheduled for June 17, 2022. Accordingly, we hereby advise you, the Issuer and the SPAC, that none of our firm, any person who controls it (within the meaning of either Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended) or any of its affiliates (within the meaning of Rule 405 under the Securities Act) will be responsible for any part of the Registration Statement. This notice is not intended to constitute an acknowledgment or admission that we have been or are an underwriter (within the meaning of Section 2(a)(11) of the Securities Act or the rules and regulations promulgated thereunder) with respect to the Transaction. Sincerely, By: _____________________ Name: Joel Fleck Title: Managing Director cc: David Lin Encl.: Termination Letter dated June 10, 2022 29225864V2