UNDERWRITING AGREEMENT between FINTECH ACQUISITION CORP. V and CANTOR FITZGERALD & CO. Dated: December 3, 2020 FINTECH ACQUISITION CORP. V UNDERWRITING AGREEMENTUnderwriting Agreement • December 9th, 2020 • Fintech Acquisition Corp V • Blank checks • New York
The undersigned, FinTech Acquisition Corp. V, a Delaware corporation (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald”, or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that if only Cantor Fitzgerald is listed on such Schedule A, any references to the Underwriters shall refer exclusively to Cantor Fitzgerald, as follows:
WARRANT AGREEMENTWarrant Agreement • December 9th, 2020 • Fintech Acquisition Corp V • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as December 3, 2020, is by and between FinTech Acquisition Corp. V, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent,” also referred to as the “Transfer Agent”).
INDEMNITY AGREEMENTIndemnity Agreement • October 30th, 2020 • Fintech Acquisition Corp V • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of _______ __, 2020, by and between FINTECH ACQUISITION CORP. V, a Delaware corporation (the “Company”), and the person executing this Agreement identified on the signature page hereto (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 9th, 2020 • Fintech Acquisition Corp V • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of December 3, 2020 by and between FinTech Acquisition Corp. V, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • December 9th, 2020 • Fintech Acquisition Corp V • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 3rd day of December 2020, by and between FinTech Acquisition Corp. V, a Delaware corporation (the “Company”), having its principal place of business at 2929 Arch Street, Suite 1703, Philadelphia, PA 19104, and the subscribers set forth on Schedule A hereto (the “Subscribers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 9th, 2020 • Fintech Acquisition Corp V • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 3, 2020, is made and entered into by and among each of FinTech Acquisition Corp. V, a Delaware corporation (the “Company”), FinTech Investor Holdings V, LLC, a Delaware limited liability company, and FinTech Masala Advisors V, LLC, a Delaware limited liability company (collectively, the “Sponsor”) and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement (each, a “Holder” and collectively, the “Holders”).
December 3, 2020Letter Agreement • December 9th, 2020 • Fintech Acquisition Corp V • Blank checks
This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into, or proposed to be entered into, by and between FinTech Acquisition Corp. V, a Delaware corporation (the “Company”), and Cantor Fitzgerald & Co., as the representative of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Offering”), of up to 25,070,000 of the Company’s units (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-third of one warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”). The Units sold in the Offering will be registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commission”
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 30th, 2021 • Fintech Acquisition Corp V • Blank checks
This AMENDMENT NO. 1, dated as of December 30, 2021 (this “Amendment”), amends the Agreement and Plan of Merger, dated as of March 16, 2021 (the “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, and FinTech Acquisition Corp. V, a Delaware corporation (“SPAC”). Capitalized terms used and not defined herein have the meanings ascribed to such terms in the Agreement.
FINTECH ACQUISITION CORP. VFintech Acquisition Corp V • October 30th, 2020 • Blank checks • Pennsylvania
This letter agreement by and between FinTech Acquisition Corp. V (the “Company”) and FinTech Masala, LLC (“Masala”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
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 AMENDMENT NO. 1 TO SUBSCRIPTION AGREEMENTSubscription Agreement • December 30th, 2021 • Fintech Acquisition Corp V • Blank checks
This AMENDMENT NO. 1, dated as of December 30, 2021 (this “Amendment”), amends the Subscription Agreement, dated as of March 16, 2021 (the “Agreement”), by and between eToro Group Ltd., a company organized under the laws of the British Virgin Islands (the “Company”), and the undersigned subscriber (the “Investor”). Capitalized terms used and not defined herein shall have the meanings set forth in the Agreement.
AMENDMENT TO PROMISSORY NOTEPromissory Note • October 27th, 2021 • Fintech Acquisition Corp V • Blank checks
THIS AMENDMENT TO PROMISSORY NOTE (this “Amendment”) is dated as of the 26th day of October, 2021 and is made by and between FinTech Acquisition Corp. V (“Maker”) and FinTech Masala, LLC (“Payee”).
FINTECH ACQUISITION CORP. VFintech Acquisition Corp V • December 9th, 2020 • Blank checks • Pennsylvania
This letter agreement by and between FinTech Acquisition Corp. V (the “Company”) and FinTech Masala, LLC (“Masala”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
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).
SECOND AMENDMENT TO PROMISSORY NOTEPromissory Note • January 6th, 2022 • Fintech Acquisition Corp V • Blank checks
THIS SECOND AMENDMENT TO PROMISSORY NOTE (this “Amendment”) is dated as of the 6th day of January, 2022 and is made by and between FinTech Acquisition Corp. V (“Maker”) and FinTech Masala, LLC (“Payee”).
TERMINATION AGREEMENTTermination Agreement • July 5th, 2022 • Fintech Acquisition Corp V • Blank checks
This TERMINATION AGREEMENT (the “Agreement”), dated as of July 1, 2022, is made by and between eToro Group Ltd., a company organized under the laws of the British Virgin Islands (“eToro”), and FinTech Acquisition Corp. V, a Delaware corporation (“SPAC”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement.
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”).
