Exhibit 10.2


 


EXECUTION VERSION


 


FORM OF SPAC VOTING AGREEMENT


 


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”).


 


WHEREAS, contemporaneously
with the execution and delivery of this Agreement, FinTech Acquisition Corp. V, a Delaware corporation (“SPAC”),
the Company and Buttonwood Merger Sub Corp., a Delaware corporation and a direct, wholly-owned subsidiary of the Company (“Merger
Sub”), entered into an Agreement and Plan of Merger (as the same may be amended from time to time, the “Merger
Agreement”), pursuant to which, on the terms and subject to the conditions set forth therein, among other things, at
the Effective Time (as defined therein), Merger Sub will merge with and into SPAC, with SPAC surviving as a direct, wholly-owned
subsidiary of the Company (the “Merger”).


 


NOW, THEREFORE,
in consideration of the premises and for other good and valuable consideration, the receipt, sufficiency and adequacy of which
are hereby acknowledged, the parties hereto agree as follows:


 


1. Definitions.
As used herein, the term “Voting Shares” shall mean, taken together, all securities of SPAC beneficially owned
(as such term is defined in Rule 13d-3 under the Exchange Act, excluding shares of stock underlying unexercised options or warrants,
but including any shares of stock acquired upon exercise of such options or warrants) (“Beneficially Owned”
or “Beneficial Ownership”) by any Voting Party, including any and all securities of SPAC acquired and held in
such capacity subsequent to the date hereof. Capitalized terms used and not defined herein shall have the respective meanings assigned
to them in the Merger Agreement.


 


2. Representations
and Warranties of the Voting Parties. Each Voting Party on its own behalf hereby represents and warrants to the Company, severally
and not jointly, with respect to such Voting Party and such Voting Party’s Beneficial Ownership of its Voting Shares set
forth on Annex A as follows:


 


a. Authority.
Voting Party has all requisite power and authority to enter into this Agreement, to perform fully Voting Party’s obligations
hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered
by Voting Party. This Agreement constitutes a valid and binding obligation of Voting Party enforceable in accordance with its terms,
except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
creditors’ rights generally and by principles governing the availability of equitable remedies.


 


b. No
Consent. No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity or other
Person on the part of Voting Party is required in connection with the execution, delivery and performance of this Agreement.


 






     


     


    

 


c. No
Conflicts. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby,
nor compliance with the terms hereof, will violate, conflict with or result in a breach of, or constitute a default (with or without
notice or lapse of time or both) under any provision of, Voting Party’s Governing Documents, any trust agreement, loan or
credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license,
judgment, order, notice, decree, statute, law, ordinance, rule or regulation applicable to Voting Party or to Voting Party’s
property or assets (including the Voting Shares) that would reasonably be expected to prevent or delay the consummation of the
Merger or that would reasonably be expected to prevent Voting Party from fulfilling its obligations under this Agreement.


 


d. Ownership
of Shares. Except pursuant to the arrangements referred to in the following sentence, each Voting Party (i) Beneficially Owns
its Voting Shares free and clear of all Liens (other than transfer restrictions under applicable securities laws) and (ii) has
the sole power to vote or cause to be voted its Voting Shares. Except pursuant hereto and pursuant to (A) that certain Letter Agreement,
dated as of December 3, 2020, by and among SPAC (the “Insider Agreement”), the Voting Parties and the Insiders
(as defined therein), (B) that certain Warrant Agreement, dated as of December 3, 2020, by and between SPAC and Continental Stock
Transfer & Trust Company, (C) that certain Registration Rights Agreement dated as of December 3, 2020, by and among SPAC and
the Voting Parties (the “Registration Rights Agreement”), and (D) the limited liability company agreement of
each Voting Party, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to
which Voting Party is a party relating to the pledge, acquisition, disposition, transfer or voting of Voting Shares prior to the
consummation of the Merger and there are no voting trusts or voting agreements with respect to the Voting Shares. Voting Party
does not Beneficially Own (i) any Voting Shares, other than the Voting Shares set forth on Annex A or (ii) any options,
warrants or other rights to acquire any additional shares of common stock of SPAC (“SPAC Common Stock”) or any
security exercisable for or convertible into SPAC Common Stock, other than as set forth on Annex A.


 


e. No
Litigation. There is no Legal Proceeding pending against, or, to the knowledge of Voting Party, threatened against, Voting
Party that would reasonably be expected to materially impair or materially adversely affect the ability of Voting Party to perform
Voting Party’s obligations hereunder or to consummate the transactions contemplated by this Agreement.


 






    2


     


    

 


3. Agreement
to Vote Shares; Irrevocable Proxy; Further Assurances.


 


a. During
the term of this Agreement, each Voting Party shall, at any meeting (or in connection with any request for action by written consent)
of the stockholders of SPAC at which the matters described in clauses (i) and (ii) below are considered and at every adjournment
or postponement thereof, (x) appear at such meeting or otherwise cause the Voting Shares that such Voting Party Beneficially Owns
to be counted as present thereat for the purpose of establishing a quorum, (y) vote or cause to be voted the Voting Shares that
such Voting Party Beneficially Owns and (z) execute a written consent or consents if stockholders of SPAC are requested to vote
their shares through the execution of an action by written consent, in each case to the extent such Voting Shares are entitled
to vote thereon pursuant to the SPAC’s Governing Documents: (i) in favor of (A) the SPAC Stockholder Matters and (B) any
other matter reasonably necessary to the consummation of the transactions contemplated by the Merger Agreement and considered and
voted upon by the stockholders of SPAC; and (ii) against (A) any proposal or offer from any Person (other than the Company or any
of its Affiliates) concerning (1) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination
transaction involving SPAC, (2) the issuance or acquisition of shares of capital stock or other equity securities of SPAC, or (3)
the sale, lease, exchange or other disposition of any significant portion of SPAC’s properties or assets; (B) any action,
proposal, transaction or agreement that could reasonably be expected to result in a breach of any covenant or obligation of SPAC
set forth in the Merger Agreement, or in any representation or warranty of SPAC set forth in the Merger Agreement becoming inaccurate;
and (C) any action, proposal, transaction or agreement that could reasonably be expected to impede, interfere with, delay, discourage,
adversely affect or inhibit the timely consummation of the Merger or the fulfillment of SPAC’s conditions under the Merger
Agreement or change in any manner the voting rights of any class of shares of SPAC (including any amendments to the Governing Documents),
except as contemplated by this Agreement.


 


b. Each
Voting Party that is a transferee of FTHV or FTMA permitted by Section 5, hereby appoints Betsy Cohen and Amanda
Abrams, and any designee of either of them, and each of them individually, as its proxies and attorneys-in-fact, with full
power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to
the Voting Shares in accordance with Section 3(a) hereof. This proxy and power of attorney is given to secure the
performance of the duties of Voting Party under this Agreement. Each Voting Party shall take such further action or execute
such other instruments as may be necessary to effectuate the intent of this proxy. This proxy and power of attorney granted
by Voting Party shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest
sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by Voting Party with
respect to the Voting Shares. The power of attorney granted by Voting Party herein is a durable power of attorney and shall
survive the dissolution, bankruptcy, death or incapacity of Voting Party. The proxy and power of attorney granted hereunder
shall terminate upon the termination of this Agreement.


 


c. From
time to time, at the request of the Company, each Voting Party shall take all such further actions as may be necessary or appropriate
to, in the most expeditious manner reasonably practicable, effect the purposes of this Agreement, and execute customary documents
incident to the consummation of the Merger.


 


4. No
Voting Trusts or Other Arrangement. During the term of this Agreement, each Voting Party will not, and will not permit any
entity under Voting Party’s control to, deposit any Voting Shares in a voting trust, grant any proxies with respect to the
Voting Shares or subject any of the Voting Shares to any arrangement with respect to the voting of the Voting Shares except as
contemplated in this Agreement. Each Voting Party hereby revokes any and all previous proxies and attorneys in fact with respect
to the Voting Shares.


 






    3


     


    

 


5. Certain Covenants
of Voting Party; Transfer and Encumbrance. During the term of this Agreement, each Voting Party will not, (a) directly or
indirectly, transfer (including by operation of law), sell, offer, exchange, assign, hedge, swap, convert, pledge or otherwise
dispose of or encumber (“Transfer”) any of such Voting Party’s Voting Shares or enter into any contract,
option or other agreement with respect to, or consent to, a Transfer of, any of such Voting Party’s Voting Shares or Voting
Party’s voting or economic interest therein, (b) publicly announce any intention to effect any transaction specified
in clause (a), or (c) knowingly take any action that would make any representation or warranty of such Voting Party contained
herein untrue or inaccurate, or have the effect of preventing or disabling such Voting Party from performing its obligations under
this Agreement. Any attempted Transfer of Voting Shares or any interest therein in violation of this Section 5 shall be
null and void. Notwithstanding the foregoing, this Section 5 shall not prohibit a Transfer of Voting Shares by any Voting
Party in compliance with Section 3(d) of the Insider Letter; provided, however, that in each case, the applicable
transferees enter into a written joinder to this Agreement in form and substance reasonably acceptable to the Company by which
such applicable transferees agree to be bound by this Agreement. Furthermore, during the term of this Agreement, each Voting Party
will not, directly or indirectly, acquire any Voting Shares if, after such acquisition, such Voting Party would Beneficially Own
more than 9.9% of all of the issued and outstanding Company Common Shares after giving effect to the Merger.


 


6. Termination
of Certain Agreements. Prior to the Closing, the Voting Parties shall take such actions as may be necessary or appropriate
to terminate the Registration Rights Agreement, effective as of and contingent upon the Merger and the occurrence of the Effective
Time, without any liability being imposed on SPAC or any Group Company following such termination.


 


7. Appraisal
and Dissenters’ Rights. Each Voting Party hereby (a) waives, and agrees not to assert or perfect, any rights of appraisal
or rights to dissent from the Merger that Voting Party may have by virtue of ownership of the Voting Shares and (b) agrees not
to commence or participate in any claim, derivative or otherwise, against SPAC relating to the negotiation, execution or delivery
of this Agreement or the Merger Agreement or the consummation of the Merger, including any claim (i) challenging the validity of,
or seeking to enjoin the operation of, any provision of this Agreement or (ii) alleging a breach of any fiduciary duty of the Board
of Directors of SPAC in connection with this Agreement, the Merger Agreement or the Merger.


 


8. Redemption
Rights. Each Voting Party shall not (a) exercise any right to redeem any Voting Shares Beneficially Owned as of the date hereof
or acquired and held in such capacity subsequent to the date hereof or (b) make any public statements with the intent to encourage
any SPAC Stockholder to exercise any right to redeem any shares of SPAC Class A Stock.


 


9. Termination.
This Agreement shall automatically terminate upon the earliest to occur of (a) the Effective Time and (b) the date on which the
Merger Agreement is terminated for any reason in accordance with its terms. Upon termination of this Agreement, no party shall
have any further rights, obligations or liabilities under this Agreement; provided, that nothing in this Section 9
shall relieve any party of liability for any willful breach of this Agreement occurring prior to termination and the provisions
of Sections 11-14 shall survive any termination of this Agreement.


 






    4


     


    

 


10. No
Agreement as Director or Officer. Each Voting Party is signing this Agreement solely in its capacity as a stockholder of SPAC.
No Voting Party makes any agreement or understanding in this Agreement in such Voting Party’s capacity (or in the capacity
of any Affiliate, partner or employee of Voting Party) as a director or officer of SPAC or any of its Subsidiaries (if Voting Party
holds such office). Nothing in this Agreement will limit or affect any actions or omissions taken by a Voting Party (or any Affiliate,
partner or employee of Voting Party) in his, her or its capacity as a director or officer of SPAC, and no actions or omissions
taken in any Voting Party’s capacity (or in the capacity of any Affiliate, partner or employee of Voting Party) as a director
or officer shall be deemed a breach of this Agreement. Nothing in this Agreement will be construed to prohibit, limit or restrict
a Voting Party (or any Affiliate, partner or employee of Voting Party) from exercising his or her fiduciary duties as an officer
or director to SPAC or its Subsidiaries.


 


11. Specific
Enforcement. The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement
were not performed in accordance with their specific terms or were otherwise breached. The parties further agree that each party
shall be entitled to seek specific performance of the terms hereof and immediate injunctive relief and other equitable relief to
prevent breaches, or threatened breaches, of this Agreement, without the necessity of proving the inadequacy of money damages as
a remedy and without bond or other security being required, this being in addition to any other remedy to which they are entitled
at law or in equity. Each party hereby acknowledges and agrees that it may be difficult to prove damages with reasonable certainty,
that it may be difficult to procure suitable substitute performance, and that injunctive relief and/or specific performance will
not cause an undue hardship to the parties. Each party hereby further acknowledges that the existence of any other remedy contemplated
by this Agreement does not diminish the availability of specific performance of the obligations hereunder or any other injunctive
relief. Each party hereby further agrees that in the event of any action by any other party for specific performance or injunctive
relief, the first party will not assert that a remedy at law or other remedy would be adequate or that specific performance or
injunctive relief in respect of such breach or violation should not be available on the grounds that money damages are adequate
or any other grounds.


 


12. Entire
Agreement. This Agreement and the Merger Agreement together constitute the entire agreement and understanding of the parties
hereto in respect of the subject matter hereof and supersedes all prior understandings, agreements or representations, both written
and oral, by or among the parties hereto with respect to the subject matter hereof.


 






    5


     


    

 


13. Notices.
All notices and other communications hereunder shall be in writing and shall be deemed given: (a) on the date established by the
sender as having been delivered personally; (b) one (1) Business Day after being sent by a nationally recognized overnight courier
guaranteeing overnight delivery; (c) on the date delivered, if delivered by email of a pdf document; or (d) on the fifth (5th)
Business Day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications,
to be valid, must be addressed as follows:


 


if to the Voting Parties, to:


 


	2929 Arch Street, Suite 1703
	Philadelphia, PA 19104-2870
	Attention:	Amanda Abrams
	Phone:	+1-215-701-9555
	Email:	aabrams@cohenandcompany.com


 


with a copy to (which shall not
constitute notice):


 


	Morgan, Lewis & Bockius LLP
	1701 Market Street, Philadelphia, PA 19103-2921
	Attention:	Todd A. Hentges
	 	Timothy Rupp
	 	Jeffrey Letalien
	Phone:	+1-215-963-5000
	Facsimile:	+1-215-963-5001
	Email:	todd.hentges@morganlewis.com
	 	timothy.rupp@morganlewis.com
	 	jeffrey.letalien@morganlewis.com


 


if to the Company, to:


 


	eToro Group Ltd.
	30 Sheshet Hayamim St., Bnei Brak, Israel 5120261
	Attention:	Yoni Assia 
	Phone:	+972-73-265-6600
	Email:	yoni@etoro.com


 


with a copy to (which shall not
constitute notice):


 


	eToro Group Ltd.
	30 Sheshet Hayamim St., Bnei Brak, Israel 5120261
	Attention:	Debbie Kahal
	Phone:	+972-73-265-6600
	Email:	legal@etoro.com


 


and


 


	Skadden, Arps, Slate, Meagher & Flom LLP
	One Manhattan West
	New York, NY 10001
	Attention:	David Goldschmidt
	 	Sven Mickisch
	 	Maxim Mayer-Cesiano
	Phone:	+1-212-735-3574
	 	+1-212-735-3554
	 	+1-212-735-2297
	Email:	david.goldschmidt@skadden.com
	 	sven.mickisch@skadden.com
	 	maxim.mayercesiano@skadden.com


 






    6


     


    

 


and


 


	Meitar | Law Offices
	16 Abba Hillel Rd.
	Ramat Gan, 5250608, Israel
	Attention:	Dan Shamgar
	 	Jonathan Irom
	Phone:	+972-3-610-3171
	 	+972-3-610-3183
	Email:	dshamgar@meitar.com
		jonathani@meitar.com


 


14. Miscellaneous.


 


a. Governing
Law; Consent to Jurisdiction; Waiver of Jury Trial. Section 11.7 and Section 11.8 of the Merger Agreement are
incorporated herein by reference, mutatis mutandis.


 


b. Severability.
In the event that any term, provision, covenant or restriction of this Agreement, or the application thereof, is held to be illegal,
invalid or unenforceable under any present or future Legal Requirement: (i) such provision will be fully severable; (ii) this Agreement
will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof; (iii)
the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid
or unenforceable provision or by its severance herefrom; and (iv) in lieu of such illegal, invalid or unenforceable provision,
there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms of such
illegal, invalid or unenforceable provision as may be possible.


 


c. Counterparts.
This Agreement may be executed in multiple counterparts, all of which shall be considered one and the same document and shall become
effective when multiple counterparts have been signed by each of the parties and delivered to the other parties, it being understood
that all parties hereto need not sign the same counterpart. Delivery by electronic transmission to counsel for the other parties
of a counterpart executed by a party shall be deemed to meet the requirements of the previous sentence.


 


d. Titles
and Headings. The titles and captions in this Agreement are for reference purposes only, and shall not affect in any way the
meaning or interpretation of this Agreement.


 


e. Assignment;
Successors and Assigns; No Third Party Rights. Other than Transfers permitted by a Voting Party pursuant to Section 5,
and then only on the terms therein, no party hereto may assign, directly or indirectly, including by operation of law, either
this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other parties.
Subject to the foregoing sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and
their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon
any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
Any purported assignment or delegation made in violation of this provision shall be void and of no force or effect.


 


[Remainder of page intentionally left
blank]


 




    7


     


    

 


IN WITNESS WHEREOF,
the parties hereto have executed and delivered this SPAC Voting Agreement as of the date first written above.


 


	 	VOTING PARTIES:
	 	 	 
	 	FINTECH INVESTOR HOLDINGS V, LLC
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	FINTECH MASALA ADVISORS V, LLC
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


[Signature Page to SPAC Voting Agreement]


 




     


     


    

 


	 	COMPANY: 
	 	 	 
	 	ETORO GROUP LTD.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


[Signature Page to SPAC Voting Agreement]


 






     


     


    

 


Annex A


 


Voting Interests