425

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 30, 2021

FINTECH ACQUISITION CORP. V

(Exact name of registrant as specified in its charter)

Delaware	001-39760	84-4794021
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

2929 Arch Street, Suite 1703 Philadelphia, PA	19104
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (215) 701-9555

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock and one-third of one redeemable warrant	FTCVU	NASDAQ Capital Market
Class A common stock, par value $0.0001 per share	FTCV	NASDAQ Capital Market
Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share	FTCVW	NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry Into A Material Definitive Agreement.

As previously announced, FinTech Acquisition Corp. V (the “Company”) entered into an Agreement and Plan of Merger, dated as of March 16, 2021 (the “Original Merger Agreement”), with eToro Group Ltd. (“eToro”) and Buttonwood Merger Sub Corp. Also as previously announced, concurrently with entering into the Original Merger Agreement, eToro entered into subscription agreements (the “Subscription Agreements”) with certain investors.

Under the Original Merger Agreement, each of eToro and the Company had the right to terminate the Original Merger Agreement as of, and the Subscription Agreements were scheduled to terminate automatically in accordance with their terms on, December 31, 2021. Despite the best efforts of the parties, the parties will not have satisfied the requisite closing conditions set forth in the Original Merger Agreement as of December 31, 2021, including the condition that eToro’s registration statement on Form F-4 be declared effective. Accordingly, the business combination contemplated by the Original Merger Agreement (the “Business Combination”) cannot be consummated before December 31, 2021.

In order to facilitate the completion of the transactions contemplated by the Original Merger Agreement and the Subscription Agreements, on December 30, 2021, eToro and the Company entered into an amendment to the Original Merger Agreement (the “Merger Agreement Amendment” and together with the Original Merger Agreement, the “Merger Agreement”). Concurrently with entering into the Merger Agreement Amendment, eToro entered into amendments to certain of its Subscription Agreements (collectively, the “Amended Subscription Agreements”).

Under the Merger Agreement Amendment, the parties agreed, among other things, to extend the Outside Date (as defined in the Original Merger Agreement) from December 31, 2021 to June 30, 2022 and change the pre-money valuation of eToro from $9.301 billion to $7.906 billion. As such, the estimated implied post-money equity value of eToro is approximately $8.8 billion.¹ In addition, the number of Price Adjustment Rights (as defined in the Merger Agreement) that correspond to the $17.50 price trigger issuable to eToro shareholders was reduced on a one-for-one basis for every warrant to be issued to the investors under the Amended Subscription Agreements at the closing of the business combination, as described further below.

Under the Amended Subscription Agreements, the relevant parties agreed, among other things, to extend the date on which the Subscription Agreements would have otherwise automatically terminated from December 31, 2021 to June 30, 2022. Additionally, the investors party to the Amended Subscription Agreements will receive warrants to purchase common shares of eToro if, following the closing, the eToro closing stock price is equal to or greater than $17.50 over a specified period, which warrants have substantially similar terms to the terms of the Price Adjustment Rights. Under the Amended Subscription Agreements, as of the date of this communication, eToro has received commitments for $441 million in the aggregate.

The consummation of the Business Combination remains subject to the satisfaction of customary closing conditions, including the effectiveness of eToro’s registration statement on Form F-4 relating to the Business Combination and receipt of the requisite approvals of the eToro shareholders and the Company stockholders.

Exhibits

A copy of the Merger Agreement Amendment and the form of the amendment to the Subscription Agreements comprising a part of the Amended Subscription Agreements are filed herewith as Exhibit 2.1 and Exhibit 10.1, respectively, and the foregoing descriptions of each of the Merger Agreement Amendment and the form of the amendment to the Subscription Agreements are qualified in their entirety by reference thereto.

Additional Information About the Business Combination and Where to Find It

eToro has submitted a registration statement on Form F-4 to the SEC on August 31, 2021, and filed amendments on September 20, 2021, October 5, 2021, November 4, 2021, November 12, 2021 and November 15, 2021, which include a preliminary proxy statement/prospectus that is both the proxy statement to be distributed to the Company stockholders in connection with the solicitation of proxies for the vote by the stockholders on the merger and the prospectus to be delivered by the Company in connection with the distribution of its securities to such holders. After the registration statement has been filed and declared effective, the Company will mail a definitive proxy statement/prospectus to its stockholders as of the record date established for voting on the proposed business combination and the other proposals regarding the proposed business combination set forth in the proxy statement. eToro or the Company may also file other documents with the SEC regarding the proposed business combination. Before making any voting or investment decision, investors and security holders are urged to carefully read the entire registration statement and proxy statement / prospectus and any other relevant documents filed with the SEC, and the definitive versions thereof (when they become available and including all amendments and supplements thereto).

Investors and security holders will be able to obtain free copies of the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by eToro or the Company through the website maintained by the SEC at www.sec.gov.

¹ (a) assumes that (i) none of the Company stockholders exercise their redemption rights, (ii) the aggregate amount of PIPE financing is $441 million, (iii) the Self-Tender Offer (as defined in the Merger Agreement) is adjusted in accordance with the Amended Subscription Agreements and is fully subscribed and (iv) the Split Factor (as defined in the Merger Agreement) is approximately 38 and (b) includes (i) sponsor shares that are not subject to price-based transfer restrictions following closing, (ii) eToro options and (iii) the Pre-PIPE Conversion (as defined in the Merger Agreement) occurring at $6.32 per share.

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Participants in Solicitation

eToro and the Company and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from stockholders of the Company in connection with the proposed business combination under the rules of the SEC. the Company’s stockholders, eToro’s shareholders and other interested persons may obtain, without charge, more detailed information regarding the names, affiliations and interests of directors and executive officers of eToro and the Company in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, filed with the SEC on November 10, 2021, as amended on December 1, 2021, the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on March 30, 2021, as amended on December 1, 2021, or eToro’s Form F-4, as applicable, as well as their other filings with the SEC. Other information regarding persons who may, under the rules of the SEC, be deemed the participants in the proxy solicitation of the Company’s stockholders in connection with the proposed business combination and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the preliminary proxy statement / prospectus and will be contained in other relevant materials to be filed with the SEC regarding the proposed business combination (if and when they become available). You may obtain free copies of these documents at the SEC’s website at www.sec.gov.

Forward Looking Statements

This Current Report on Form 8-K contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed business combination between the Company and eToro and the business and operations of eToro. Forward-looking statements may be identified by the use of the words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “strategy,” “future,” “opportunity,” “may,” “target,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” or similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements as to the expected timing, completion and effects of the proposed business combination, eToro’s present and future plans for its business and operations and eToro’s expectations as to market results and conditions; are based on various assumptions, whether or not identified in this communication, and on the current expectations of eToro’s and the Company’s management; are not predictions of actual performance; and are subject to risks and uncertainties. These forward-looking statements are subject to a number of risks and uncertainties, including but not limited to: the risk that the proposed business combination may not be completed in a timely manner or at all; the failure to satisfy the conditions to the consummation of the proposed business combination; the occurrence of any event, change or other circumstance that could give rise to the termination of the proposed merger agreement; the amount of redemption requests made by the Company’s public stockholders; the effect of the announcement or pendency of the proposed business combination on eToro’s business; risks that the proposed business combination disrupts current plans and operations of eToro; potential difficulties in retaining eToro customers and employees; eToro’s estimates of its financial performance; changes in general economic or political conditions; changes in the markets in which eToro competes; slowdowns in securities trading or shifting demand for security trading product; the impact of natural disasters or health epidemics, including the ongoing COVID-19 pandemic; legislative or regulatory changes; the evolving digital asset market, including the regulation thereof; competition; conditions related to eToro’s operations in Israel; risks related to data security and privacy; changes to accounting principles and guidelines; potential litigation relating to the proposed business combination; the price of eToro’s securities may be volatile; the ability to implement business plans, and other expectations after the completion of the proposed business combination; and unexpected costs or expenses. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the Company’s registration statement on Form S-1 (File No. 333-249646) (the “Form S-1”), eToro’s registration statement on Form F-4 (File No. 333-259189) (the “Form F-4”) and other documents if and when filed by eToro or the Company from time to time with the SEC. If any of these risks materialize or our assumptions prove incorrect, actual events and results could differ materially from those contained in the forward-looking statements. There may be additional risks that neither eToro nor the Company presently know or that eToro and the Company currently believe are immaterial that could also cause actual events and results to differ. In addition, forward-looking statements reflect eToro’s and the Company’s expectations, plans or forecasts of future events and views as of the date of this communication. eToro and the Company anticipate that subsequent events and developments will cause eToro’s and the Company’s assessments to change. While eToro and the Company may elect to update these forward-looking statements at some point in the future, eToro and the Company specifically disclaim any obligation to do so, unless required by applicable law.

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Any financial information or projections in this communication are forward-looking statements that are based on assumptions that are inherently subject to significant uncertainties and contingencies, many of which are beyond eToro’s and the Company’s control. The inclusion of financial information or projections in this communication should not be regarded as an indication that eToro or the Company, or their respective representatives and advisors, considered or consider the information or projections to be a reliable prediction of future events.

This communication is not intended to be all-inclusive or to contain all the information that a person may desire in considering an investment in the Company and is not intended to form the basis of an investment decision in the Company. All subsequent written and oral forward-looking statements concerning the Company and eToro, the Business Combination or other matters and attributable to the Company and eToro or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above.

Disclaimer

This communication is not a proxy statement or solicitation or a proxy, consent or authorization with respect to any securities or in respect of the Business Combination and shall not constitute an offer to sell or exchange, or a solicitation of an offer to buy or exchange, the securities of eToro, the Company or the combined company, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
2.1	Amendment No. 1 to Agreement and Plan of Merger, dated as of December 30, 2021, by and among eToro Group Ltd., Buttonwood Merger Sub Corp., and FinTech Acquisition Corp. V
10.1	Form of amendments to certain Subscription Agreements, dated March 16, 2021, between eToro Group Ltd. and the subscribers signatory thereto
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	FINTECH ACQUISITION CORP. V
Dated: December 30, 2021	By:	/s/ James J. McEntee, III
	Name:	James J. McEntee, III
	Title:	President

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EX-2.1

Exhibit 2.1

EXECUTION VERSION

AMENDMENT NO. 1 TO

AGREEMENT AND PLAN OF MERGER

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.

RECITALS:

WHEREAS, the parties to the Agreement now desire to amend the Agreement in accordance with Section 11.12 of the Agreement and as set forth herein.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and in reliance upon the representations, warranties, conditions, agreements and covenants contained herein, and intending to be legally bound hereby, the parties hereto do hereby agree as follows:

1. Amendments.

(a) The seventh Recital set forth in the Agreement is hereby amended and restated as follows:

“WHEREAS, (a) substantially concurrently with the execution and delivery of the Merger Agreement Amendment (as defined below), the Company has entered into the Subscription Agreement Amendments (as defined below) with certain investors (the original subscription agreements that were executed and delivered by the Company and the investors thereunder on March 16, 2021 (the “Original Subscription Agreements”), as amended by the Subscription Agreement Amendments, the “Amended Subscription Agreements”), pursuant to which, on the terms and subject to the conditions set forth therein, immediately prior to the Effective Time, but after giving effect to the Capital Restructuring, such investors who have entered into the Subscription Agreements Amendments will purchase from the Company newly issued Company Common Shares and (b) following the date of the Merger Agreement Amendment, the Company may, in accordance with Section 7.14, enter into New Subscription Agreements (as defined below), pursuant to which, on the terms and subject to the conditions set forth therein, immediately prior to the Effective Time, but after giving effect to the Capital Restructuring, the investors thereunder will purchase from the Company newly issued Company Common Shares ((a) and (b) collectively, the “PIPE Investment”);”

(b) The Agreement is hereby amended by deleting the references to “Subscription Agreements” set forth therein and replacing such deleted references with “Amended Subscription Agreements”.

(c) The following defined terms are hereby added to Section 1.1 of the Agreement in the appropriate alphabetical order:

(i) “Merger Agreement Amendment” shall mean that certain Amendment No. 1 to this Agreement, dated as of December 30, 2021.

(ii) “New Subscription Agreements” shall mean any subscription agreement entered into by the Company after the date of the Merger Agreement Amendment in accordance with Section 7.14.

(iii) “Subscription Agreement Amendments” shall mean Amendment No. 1 to those Original Subscription Agreements that are being executed and delivered substantially concurrently with the execution and delivery of the Merger Agreement Amendment.”

(d) The definition of Available Cash set forth in Section 1.1 of the Agreement is amended and restated as follows: ““Available Cash” shall mean (a) SPAC Cash, plus (b) the proceeds actually paid to the Company upon consummation of the PIPE Investment (it being understood that the amount determined under this clause (b) specifically excludes an amount equal to the product of (i) the aggregate number of Accepted Shares and (ii) the applicable Tender Offer Share Price), plus (c) the Sponsor Commitment.”

(e) The definition of Company Value set forth in Section 1.1 of the Agreement is amended and restated as follows: ““Company Value” shall mean $7,906,000,000.00.”

(f) The definition of SPAC Working Capital Notes set forth in Section 1.1 of the Agreement is hereby amended by deleting the reference to “$1,500,000” that appears therein and replacing such deleted reference with “$2,000,000”.

(g) Section 2.1(a)(ii) of the Agreement is hereby amended by deleting the reference to “40,000,000” that appears therein and replacing such deleted reference with the following text: “40,000,000 minus the number of New Warrants (as defined in the Amended Subscription Agreements and New Subscription Agreements, as applicable) that, as of the Closing, are issued under the Amended Subscription Agreements and the New Subscription Agreements”.

(h) Section 2.1(d)(i) of the Agreement is hereby amended by deleting the text “will be the portion of the PIPE Investment” set forth therein and replacing such deleted text with “will be the portion of the proceeds received by the Company under the Amended Subscription Agreements”.

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(i) Section 2.1(d)(ii) of the Agreement is hereby amended by (i) deleting the word “The” that appears at the beginning of such Section and replacing such deleted word with the following text: “As of December 30, 2021, the” and (ii) deleting the text “or, following the time at which the Company commences the Self-Tender Offer, decrease the portion of the Cash Consideration that will be available in the Self-Tender Offer” that appears therein.

(j) Section 4.19 of the Agreement is hereby amended by deleting the reference to “$650,000,000” that appears therein and replacing such deleted reference with “$441,000,000”.

(k) Section 7.14 of the Agreement is hereby amended by adding the following text at the end of such Section: “Notwithstanding anything to the contrary set forth herein, including Section 6.1, the Company may, without the prior written consent of SPAC, enter into New Subscription Agreements in substantially the form of the Original Subscription Agreements, as amended by the Subscription Agreement Amendments, as long as the aggregate Subscription Amount (as defined in the Amended Subscription Agreements and New Subscription Agreements, as applicable) under the Amended Subscription Agreements and the New Subscription Agreements does not exceed $650,000,000.00.”

(l) Section 9.1(b) of the Agreement is hereby amended by deleting the reference to “December 31, 2021” that appears therein and replacing such deleted reference with “June 30, 2022”.

(m) Exhibit J of the Agreement is hereby amended to (i) fix the number of Price Adjustment Rights that corresponds to the First Tranche (as defined in such Exhibit) at 20,000,000, (ii) replace all references to “40,000,000” set forth therein with references to “20,000,000 plus the number of Price Adjustment Rights that corresponds to the Second Tranche (as defined in such Exhibit), as contemplated by the following clause (iii),” (iii) reduce the number of Price Adjustment Rights that corresponds to the Second Tranche by the number of New Warrants that, as of the Closing, are issued under the Amended Subscription Agreements and New Subscription Agreements, as applicable, and (iv) make any changes necessary to implement the foregoing clauses (i)-(iii).

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2. Consent. For all purposes under and in accordance with the Agreement, including without limitation, Sections 6.1 and 7.14 of the Agreement, SPAC hereby consents to (a) the Company amending each Subscription Agreement (each, a “Subscription Agreement Amendment”) in substantially the form attached hereto as Exhibit A, and entering into New Subscription Agreements as permitted by Section 7.14 of the Agreement (as amended by this Agreement), (b) the consummation of the transactions contemplated by the Amended Subscription Agreements and by any New Subscription Agreements, and the issuance of the New Warrants (as defined in each Subscription Agreement Amendment and New Subscription Agreement, as applicable), and (c) any action that may be reasonably necessary to effect the transactions contemplated by the Amended Subscription Agreements or the New Subscription Agreements, as applicable.

3. Miscellaneous.

(a) Except as expressly amended and/or superseded by this Amendment, the Agreement remains and shall remain in full force and effect. This Amendment shall not constitute an amendment or waiver of any provision of the Agreement, except as expressly set forth herein. Upon the execution and delivery hereof, the Agreement shall thereupon be deemed to be amended and supplemented as set forth herein. This Amendment and the Agreement shall each henceforth be read, taken and construed as one and the same instrument, but such amendments and supplements shall not operate so as to render invalid or improper any action heretofore taken under the Agreement. If and to the extent there are any inconsistencies between the Agreement and this Amendment with respect to the matters set forth herein, the terms of this Amendment shall control. References in the Agreement or in any of the other Transaction Agreements to the Agreement shall be deemed to mean the Agreement as amended by this Amendment.

(d) Section 11.1, Section 11.2, Section 11.3, Section 11.4, Section 11.5, Section 11.7, Section 11.8, Section 11.9, Section 11.10, Section 11.11, Section 11.12 and Section 11.13 of the Agreement are each hereby incorporated by reference mutatis mutandis.

{Signature pages follow}

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be signed by their respective officers thereunto duly authorized, all as of the date first written above.

ETORO GROUP LTD.
By:	/s/ Johnathan Assia
	Name:	Johnathan Assia
	Title:	Chief Executive Officer
By:	/s/ Shalom Berkovitz
	Name:	Shalom Berkovitz
	Title:	Chief Financial Officer & Deputy CEO
FINTECH ACQUISITION CORP. V
By:	/s/ Daniel Cohen
	Name:	Daniel Cohen
	Title:	CEO
BUTTONWOOD MERGER SUB CORP.
By:	/s/ Johnathan Assia
	Name:	Johnathan Assia
	Title:	Chairman and President

[Signature Page to Amendment No. 1 to Agreement and Plan of Merger]

Exhibit A

Form of Subscription Agreement Amendment

Filed as Exhibit 10.1 to the Current Report to Form 8-K
to which this Agreement is filed as Exhibit 2.1.

EX-10.1

Exhibit 10.1

EXECUTION VERSION

FORM OF

AMENDMENT NO. 1 TO

SUBSCRIPTION AGREEMENT

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.

RECITALS:

WHEREAS, the parties to the Agreement now desire to amend the Agreement in accordance with Section 9(g) of the Agreement and as set forth herein;

WHEREAS, reference is made to the Agreement and Plan of Merger, dated as of March 16, 2021 (the “Merger Agreement”), by and among 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;

WHEREAS, substantially concurrently with the execution and delivery of this Amendment, the parties to the Merger Agreement are amending the Merger Agreement to, among other things, (a) change the Outside Date (as defined in the Merger Agreement) from December 31, 2021 to June 30, 2022 and (b) change the definition of Company Value (as defined in the Merger Agreement) from $9,301,000,000.00 to $7,906,000,000.00;

WHEREAS, substantially concurrently with the execution and delivery of this Amendment, certain parties to the Other Subscription Agreements (as defined in the Agreement) are amending the Other Subscription Agreements to, among other things (but subject to Section 2 of this Amendment), change the reference to December 31, 2021 set forth in Section 8 of such Other Subscription Agreement to June 30, 2022 (together with the subscription agreements contemplated by Section 3(c) below and the Agreement as amended by this Amendment, the “Amended Subscription Agreements”); and

WHEREAS, the aggregate Subscription Amount (as defined in the Amended Subscription Agreements) under all Amended Subscription Agreements does not exceed $650,000,000.00.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and in reliance upon the representations, warranties, conditions, agreements and covenants contained herein, and intending to be legally bound hereby, the parties hereto do hereby agree as follows:

1. Amendments.

(a) Section 3 of the Agreement is hereby amended by (i) deleting the word “and” that appears at the end of Section 3(h) of the Agreement, (ii) deleting the period that appears at the end of Section 3(i) of the Agreement and replacing such deleted period with the word “and” and (iii) adding the following new Section 3(j) immediately following Section 3(i) of the Agreement: “(j) solely with respect to Investor’s obligation to close, the waiver contemplated by Section 3(b) of the Subscription Agreement Amendments (as defined below) shall have been obtained from the Majority Investors (as defined in the Advance Investment Agreement), after accounting for any such waivers that are granted under Section 3(b) of the Subscription Agreement Amendments (the “Pre-PIPE Waivers”). As used herein, “Subscription Agreement Amendment” means Amendment No. 1 to those original subscription agreements that were executed and delivered by eToro and the investors thereunder on March 16, 2021 that are being executed and delivered substantially concurrently with the execution and delivery of that certain Amendment No. 1 to the Transaction Agreement, dated as of December 30, 2021.”

(b) Section 5 of the Agreement is hereby amended by adding the following new Section 5(p) immediately following Section 5(o) of the Agreement: “(o) eToro shall use reasonable best efforts to obtain the Pre-PIPE Waivers as promptly as reasonably practicable after the date of the Subscription Agreement Amendments.”

(c) Section 8 of the Agreement is hereby amended by (i) deleting the word “and” that appears at the end of Section 8(c), (ii) deleting the reference in clause (d) to “December 31, 2021” and replacing such deleted reference with “June 30, 2022 and” and (iii) adding the following text as a new clause (e): “(e) March 31, 2022, if the Pre-PIPE Waivers have not been obtained from the Majority Investors (as defined in the Advance Investment Agreement)”.

2. MFN. None of the Other Subscription Agreements have been amended, or are concurrently with the execution and delivery of this Amendment being amended, on terms and conditions more favorable to the investor under such Other Subscription Agreement than the terms and conditions set forth in this Amendment. The Company shall not, without the prior written consent of Investor, amend any of the Other Subscription Agreements on terms and conditions more favorable to the investor under such Other Subscription Agreement than the terms and conditions of the Agreement (as amended by this Amendment) unless such other terms and conditions are also offered to Investor. Except as expressly set forth in the Advance Investment Agreement (which was on the same terms for each investor under the Advance Investment Agreement), no other investor who has invested in the Advance Investment Agreement or the Other Subscription Agreements has been or will be given any other rights or preferences, whether pursuant to those agreements or any other arrangement, unless those rights or preferences are also equally extended to the Investor; provided that the foregoing does not apply to any rights that may be set forth in a customary management rights letter or rights with respect regulatory and compliance matters (including information rights). In the event of any inaccuracy in, or breach or violation of, this Section 2, Investor shall be entitled to receive the same rights that were granted to other investors under the applicable Other Subscription Agreement.

3. Implementation of Certain Terms.

(a) Warrants for PIPE Shares. As an inducement to enter into this Amendment, at the Closing (as defined in the Merger Agreement), in addition to the Shares and without any incremental purchase price, the Company shall issue to Investor warrants to purchase common shares of the Company on substantially the terms set forth on Exhibit A attached hereto; provided that Investor shall have the right to review the form of warrant in advance and the Company shall consider in good faith any reasonable comments made by Investor; provided, further that the form of the warrant must be reasonably acceptable to members of the Investor Group (as defined in Exhibit A) whose Subscription Amounts (as defined in the applicable Amended Subscription Agreement) comprise at least 66^2/3% of the aggregate Subscription Amounts (as defined in the applicable Amended Subscription Agreement) under all the Amended Subscription Agreements.

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(b) Waiver With Respect to Pre-PIPE Investment. If Investor is also an “Investor” (as defined in the Advance Investment Agreement) under the Advance Investment Agreement (as defined in the Merger Agreement), then, pursuant to Section 10.5 of the Advance Investment Agreement, Investor hereby waives, for its own behalf, on behalf of its affiliates (including entities under common control) and on behalf of all “Investors” (as defined in the Advance Investment Agreement), (i) any right to receive any New Warrants (as defined in Exhibit A attached hereto) under Section 3.3(a) of the Advance Investment Agreement and (ii) the right of conversion under Section 3.6 of the Advance Investment Agreement prior to June 30, 2022.

(c) Tender Offer. To the extent the aggregate Subscription Amount (as defined in the Amended Subscription Agreements) together with the aggregate subscription amount under any subscription agreements entered into by the Company after the execution of this Amendment (collectively, the “Aggregate Subscription Amount”) is less than $650,000,000, then the Aggregate Tender Offer Consideration (as defined in the Merger Agreement) will be reduced such that the amount of the Aggregate Tender Offer Consideration is an amount determined by the Company, which may be $0.00 but which shall in no event exceed 46.15% of the Aggregate Subscription Amount.

4. Subscription Amount. Notwithstanding anything to the contrary set forth in the Agreement, Investor’s Subscription Amount is set forth on the signature page hereto.

5. Miscellaneous.

(a) Except as expressly amended and/or superseded by this Amendment, the Agreement remains and shall remain in full force and effect. This Amendment shall not constitute an amendment or waiver of any provision of the Agreement, except as expressly set forth herein. Upon the execution and delivery hereof, the Agreement shall thereupon be deemed to be amended and supplemented as set forth herein. This Amendment and the Agreement shall each henceforth be read, taken and construed as one and the same instrument, but such amendments and supplements shall not operate so as to render invalid or improper any action heretofore taken under the Agreement. If and to the extent there are any inconsistencies between the Agreement and this Amendment with respect to the matters set forth herein, the terms of this Amendment shall control. References in the Agreement to the Agreement shall be deemed to mean the Agreement as amended by this Amendment.

(b) Section 9(a), Section 9(g), Section 9(i), Section 9(j), Section 9(k), Section 9(l), Section 9(n), Section 9(p), Section 9(q) and Section 12 of the Agreement are each hereby incorporated by reference mutatis mutandis.

[Signature pages follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be signed by their respective officers thereunto duly authorized, all as of the date first written above.

ETORO GROUP LTD.
By:
	Name:
	Title:
[INVESTOR]
By:
	Name:
	Title:
	Subscription Amount:  $___________________

[Signature Page to Subscription Agreement Amendment]

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Exhibit A

New Warrant Term Sheet¹

1. The terms of the Price Adjustment Rights to which pre-Closing shareholders and holders of vested options of the Company are entitled, as contemplated by the Merger Agreement and the plan that implements the Price Adjustment Rights available at https://www.sec.gov/Archives/edgar/data/1493318/000121390021048741/ff42021a1ex10-11_etorogroup.htm (the “Plan”) will be amended to reduce the size of the tranche of 20,000,000 shares that become issuable if the $17.50 stock price threshold is achieved on a one-for-one basis for each New Warrant (as defined below) that is issued.

2. Investor and the investors pursuant to the other Amended Subscription Agreements (collectively, the “Investor Group”) will receive warrants to purchase common shares of the Company (the “New Warrants”), as described below:

(a) For every Company common share issued under the Amended Subscription Agreements (including the Agreement), the Company will issue approximately 0.30 New Warrants.

(b) Of the number of New Warrants that the Company issues, Investor will be entitled to receive a number of New Warrants that corresponds to Investor’s aggregate investment amount under the Amended Subscription Agreements (including the Agreement) relative to the total number of dollars invested under the Amended Subscription Agreements (including the Agreement).

3. The exercise price for the New Warrants will be $0 per share.

4. The New Warrants will become exercisable, by the holder of such New Warrants, at any time on or prior to the last day of the 60^th month following the Closing Date, only if the Stock Price of the Company common shares is greater than or equal to $17.50 (as adjusted to account for any stock splits, stock dividends, extraordinary dividends, reorganizations, combinations, recapitalizations and similar transactions affecting the common shares of the Company after the Closing) over any 20 Trading Days within any 30 Trading Day period.

5. Notwithstanding anything to the contrary in Section 4 above, if the Company consummates a Change of Control (as defined below), the New Warrants will be automatically exercised immediately prior to the consummation of such Change of Control and the common shares available thereunder shall be deemed purchased by the Investor Group. As used herein, “Change of Control” means a merger, capital stock exchange, reorganization, sale of substantially all assets or shares of, or other similar transaction involving, the Company (each, whether a single transaction or a series of related transactions, a “Transaction”), if the holders of common shares of the Company immediately prior upon the consummation of such Transaction do not, immediately following the consummation of such Transaction, hold at least a majority of the outstanding voting shares of the surviving or resulting entity in such Transaction.

6. The New Warrants will not be redeemable by the Company or any holder of New Warrants.

7. The holders of New Warrants will not be entitled to receive any dividends on the common shares underlying the New Warrants unless and until such New Warrants are exercised, at which time the holder will be entitled to dividends on such common shares to the extent such dividends have a record date that is on or after the date of exercise.

¹ The terms “Stock Price” and “Trading Day” have the same definition as defined in the Plan. Other capitalized terms used and not defined herein have the meanings provided in the Merger Agreement.

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8. The holders of New Warrants will not have voting rights on the common shares underlying the New Warrants unless and until such New Warrants are exercised, at which time the holder will be entitled to vote such common shares, together with any other common shares it owns.

9. The common shares underlying the New Warrants will be equitably adjusted on account of stock splits, stock dividends, extraordinary dividends, reorganizations, combinations, recapitalizations and similar transactions affecting the common shares of the Company after the Closing.

10. The holders of New Warrants will receive the same registration rights with respect to the Company common shares underlying such New Warrants (but not with respect to such New Warrants) as set forth in the applicable Subscription Agreement (as defined in the Merger Agreement).

11. The terms of the New Warrants can be amended with the written consent of the Company and the holders of at least 66^2/3% of the common shares of the Company issuable upon exercise of all outstanding New Warrants (assuming the full exercise of all such New Warrants); provided that (a) the exercise price, duration, the price at which the New Warrants become exercisable and the acceleration terms cannot be amended without the prior written consent of the Company and the holders of all of the New Warrants and (b) any amendment to the terms of the New Warrants that is disproportionately adverse to Investor relative to the other holders of New Warrants shall require the prior written consent of Investor.

12. The New Warrants will automatically expire upon transfer or assignment thereof without the prior consent of the Company (except for transfers to permitted transferees, as customarily defined).

13. The terms of the New Warrants and any action, suit, dispute, controversy or claim arising out of the New Warrants, or the validity, interpretation, breach or termination of the New Warrants, shall be governed by and construed in accordance with the laws of the State of Delaware regardless of the law that might otherwise govern under applicable principles of conflicts of law thereof.

*        *        *        *        *

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