FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • March 16th, 2021 • Fintech Acquisition Corp V • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of the [●], 2021, by and among eToro Group Ltd., a company organized under the laws of the British Virgin Islands (the “Company”), SPAC (as defined below) and the securityholders hereto who have executed a signature page or Joinder Agreement (as defined below) to this Agreement (the “Shareholders”).
FORM OF COMPANY VOTING AGREEMENTCompany Voting Agreement • March 16th, 2021 • Fintech Acquisition Corp V • Blank checks
This Company Voting Agreement (this “Agreement”) is made as of March 16, 2021 by and among the undersigned shareholders (the “Voting Parties” and each a “Voting Party”) of eToro Group Ltd., a company organized under the laws of the British Virgin Islands (the “Company”), and FinTech Acquisition Corp. V, a Delaware corporation (“SPAC”).
SPONSOR SHARE SURRENDER AND SHARE RESTRICTION AGREEMENTSponsor Share Surrender and Share Restriction Agreement • March 16th, 2021 • Fintech Acquisition Corp V • Blank checks
This Sponsor Share Surrender and Share Restriction Agreement (the “Agreement”) is made as of March 16, 2021, by and among eToro Group Ltd., a company organized under the laws of the British Virgin Islands (the “Company”), FinTech Acquisition Corp. V, a Delaware corporation (“SPAC”), FinTech Investor Holdings V, LLC, a Delaware limited liability company (“FinTech Investor”), FinTech Masala Advisors V, LLC, a Delaware limited liability company (together with FinTech Investor, each, a “Sponsor” and collectively, the “Sponsors”), and the other parties to the Insider Agreement (as defined below) set forth on the signature pages hereto. Capitalized terms used but not defined herein shall have the respective meanings given to such terms in the Merger Agreement (as defined below).
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • March 16th, 2021 • Fintech Acquisition Corp V • Blank checks
This Lock-Up Agreement (this “Agreement”) is made as of March 16, 2021 by and among eToro Group Ltd., a company organized under the laws of the British Virgin Islands (the “Company”), each of the parties listed on Schedule I hereto (each, an “eToro Equity Holder” and collectively, the “eToro Equity Holders”), FinTech Investor Holdings V, LLC, a Delaware limited liability company (“FinTech Investor”), and FinTech Masala Advisors V, LLC, a Delaware limited liability company (“FinTech Masala” and, together with FinTech Investor, the “Sponsors,” and together with the eToro Equity Holders, collectively, the “Holders”).
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • March 16th, 2021 • Fintech Acquisition Corp V • Blank checks
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on March 16, 2021, by and between eToro Group Ltd., a company organized under the laws of the British Virgin Islands (“eToro”), and the undersigned subscriber (the “Investor”). Capitalized terms used and not defined in this Subscription Agreement have the meanings ascribed to such terms in the Transaction Agreement (as defined below).
AGREEMENT AND PLAN OF MERGER by and among ETORO GROUP LTD., BUTTONWOOD MERGER SUB CORP. and FINTECH ACQUISITION CORP. V dated as of March 16, 2021Agreement and Plan of Merger • March 16th, 2021 • Fintech Acquisition Corp V • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of March 16, 2021 (this “Agreement”), by and among eToro Group Ltd., a company organized under the laws of the British Virgin Islands (the “Company”), Buttonwood Merger Sub Corp., a Delaware corporation and a direct, wholly-owned subsidiary of the Company (“Merger Sub”), and FinTech Acquisition Corp. V, a Delaware corporation (“SPAC”). Each of the Company, Merger Sub and SPAC are individually referred to herein as a “Party” and, collectively, as the “Parties”.
eToro Group Ltd. Champion Tower Business Center Derech Sheshet HaYamin 30, Bnei Brak, 6120261, Israel Ladies and Gentlemen:Letter Agreement • March 16th, 2021 • Fintech Acquisition Corp V • Blank checks • Delaware
This letter (the “Letter Agreement”) sets forth the commitment of FinTech Investor Holdings V, LLC (“FTIV”), FinTech Masala Advisors V, LLC (“FTMV) and Cohen Sponsor Interests V, LLC, a Delaware limited liability company (the “Cohen Entity”, and collectively with FTIV and FTMV, “Sponsor Group”), on the terms and subject to the conditions described below, to purchase, or cause the purchase of, shares of a new class of common shares, no par value (the “Company Common Stock”), of eToro Group Ltd., a company organized under the laws of the British Virgin Islands (the “Company”). It is contemplated that, upon the terms and subject to the conditions set forth in the Agreement and Plan of Merger (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”) entered into concurrently herewith, by and among the Company, Buttonwood Merger Sub Corp., a Delaware corporation and a direct, wholly-owned subsidiary of the Company (“Merger Sub”), and FinT
FORM OF SPAC VOTING AGREEMENTSpac Voting Agreement • March 16th, 2021 • Fintech Acquisition Corp V • Blank checks
This SPAC Voting Agreement (this “Agreement”) is made as of March 16, 2021, by and among FinTech Investor Holdings V, LLC, a Delaware limited liability company (“FTHV”), FinTech Masala Advisors V, LLC, a Delaware limited liability company (“FTMA” and, together with FTHV, the “Voting Parties” and each a “Voting Party”), and eToro Group Ltd., a company organized under the laws of the British Virgin Islands (the “Company”).
