Item 1.01 Entry Into A Material Definitive
Agreement.
On March 16, 2021,
Fintech Acquisition Corp. V, a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger
(the “Merger Agreement”) among eToro Group Ltd., a company organized under the laws of the British Virgin Islands
(“eToro”), Buttonwood Merger Sub Corp., a Delaware corporation and a direct, wholly-owned subsidiary of eToro
(“Merger Sub”), and the Company, which provides for, among other things, the merger of Merger Sub with and into
the Company (the “Merger”), with the Company surviving as a wholly-owned subsidiary of eToro (the “Business
Combination”). At the closing of the Business Combination and the effective time of the Merger (the “Effective
Time”), the stockholders of the Company will receive certain of the common shares, no par value, of eToro (“eToro
Common Shares”), and eToro will list as a publicly traded company on Nasdaq and will continue to conduct the social trading
platform business conducted by eToro prior to the Business Combination.
The Merger Agreement
The Business Combination
contemplates an implied enterprise valuation of eToro of approximately $9.6 billion at the time of the signing of the Merger Agreement.
Except with respect to the Price Adjustment Rights (as defined below), no purchase price adjustments will be made in connection
with the closing of the transactions contemplated by the Merger Agreement. Assuming no shares of Class A common stock, par value
$0.0001 per share, of the Company (the “Company Class A Stock”) are redeemed by the Company’s public stockholders
as described below under “Redemption Offer,” immediately following the Effective Time, the Company’s public stockholders
will own approximately 2.4% of the eToro Common Shares; the Company’s sponsors—FinTech Investor Holdings V, LLC and
FinTech Masala Advisors V, LLC (together, “Sponsor”)—will own approximately 0.8% of the eToro Common Shares;
the shareholders of eToro as of immediately prior to the Business Combination (the “Legacy eToro Shareholders”)
will own approximately 91% of the eToro Common Shares; and the PIPE Investors (as defined below) will own approximately 6.2%
of the eToro Common Shares. The pro forma ownership percentages described in the foregoing sentence exclude the Company’s
public warrants and the eToro Common Shares underlying the Price Adjustment Rights. As further described under “Sponsor Surrender
and Restriction Agreement” and “Lock-Up Agreement” below, all of the eToro Common Shares to be issued to Sponsor
in the Business Combination will be subject to contractual restrictions on transfer and only released upon the occurrence of certain
time-based, stock-price performance or other events.
Immediately prior
to the Effective Time, subject to the receipt of applicable approvals of eToro shareholders, (i) each outstanding preferred share
of eToro (“eToro Preferred Shares”) will be converted into eToro Common Shares in accordance with, and based
on the applicable conversion ratio set forth in, the memorandum and articles of association of eToro (the “Conversion”),
(ii) immediately following the Conversion, all outstanding eToro Common Shares, and all eToro Common Shares underlying vested
options to acquire eToro Common Shares (“Vested Options”), will be reclassified into (together, the “Reclassification”)
(x) eToro Common Shares and (y) certain rights to receive, without any further action required by the holders of such rights,
in the aggregate, up to an additional 40,000,000 eToro Common Shares, 50% of which will automatically vest and be exercised if,
at any time on or prior to the last day of the 30th month following the Closing Date (as defined below), the stock price of the
eToro Common Shares is greater than or equal to $15.00 over any 20 trading days within any 30 trading day period, and 50% which
will automatically vest and be exercised if, at any time on or prior to the last day of the 60th month following the Closing Date,
the stock price of the eToro Common Shares is greater than or equal to $17.50 over any 20 trading days within any 30 trading day
period, subject in either case to the earlier automatic vesting and exercise immediately prior to the occurrence of a liquidation,
merger, capital stock exchange, or other similar transaction that results in all of eToro’s shareholders having the right
to exchange their eToro Common Shares for cash, securities or other property (the “Price Adjustment Rights”),
and (iii) immediately following the Reclassification, eToro will effect a stock split of each then-outstanding eToro Common Share
and each eToro Common Share underlying any outstanding options to acquire eToro Common Shares, whether vested or unvested (“eToro
Options”), into such number of eToro Common Shares determined by multiplying such eToro Common Shares by a “Split
Factor” that is equal to the result of (A) $9,301,000,000 divided by (B) the total number of issued and outstanding eToro
Common Shares, plus the total number of eToro Common Shares underlying any outstanding eToro options to acquire eToro Common Shares,
with the result of such calculation divided by (C) $10.00, all as further described in and as calculated in accordance with the
Merger Agreement (the “Stock Split” and, together with the Conversion and the Reclassification, the “Capital
Restructuring”). As part of the Business Combination and on the terms and subject to the conditions set forth in the
Merger Agreement, eToro may in its discretion elect to commence a self-tender offer (“Self-Tender Offer”) to
purchase up to $300,000,000 in eToro Common Shares from the Legacy eToro Shareholders, such purchase in such Self-Tender Offer
to be consummated, if elected, immediately prior to the closing of the Business Combination.
At the Effective Time,
(i) each share of Company Class A Stock issued and outstanding immediately prior to the Effective Time (after giving effect to
any redemptions by the Company’s public stockholders), by virtue of the Merger and upon the terms and subject to the conditions
set forth in the Merger Agreement, will be converted into and will for all purposes represent only the right to receive one eToro
Common Share (the “Per Share Merger Consideration”), (ii) after giving effect to the Sponsor Forfeiture (as
defined below), each share of Class B common stock, par value $0.0001 per share, of the Company (“Company Class B Stock”)
issued and outstanding immediately prior to the Effective Time, by virtue of the Merger and upon the terms and subject to the conditions
set forth in the Agreement, will be converted into and will for all purposes represent only the right to receive the Per Share
Merger Consideration (the aggregate number of eToro Common Shares into which shares of Company Class A Stock and Company Class
B Stock are converted into pursuant to the Merger Agreement, the “Merger Consideration”) and (iii) all
of the shares of Company Class A Stock and Company Class B Stock converted into the right to receive the Merger Consideration will
no longer be outstanding and will cease to exist, and each holder of any shares of Company Class A Stock or Company Class B Stock
will thereafter cease to have any rights with respect to such securities, except the right to receive the applicable portion of
the Merger Consideration into which such shares of Company Class A Stock and Company Class B Stock have been converted. The Merger
Consideration does not include any, or any rights to receive any consideration in respect of, the Price Adjustment Rights.
After
giving effect to the Sponsor Forfeiture, the Company’s outstanding warrants to purchase one share of Company Class A Stock
shall be converted into the right to receive an equal number of warrants to purchase one eToro Common Share (“eToro Warrants”).
Representations, Warranties and
Covenants
Each of eToro, the
Company and Merger Sub has made representations, warranties and covenants in the Merger Agreement that are customary for transactions
of this nature. The representations and warranties of the Company, Merger Sub and eToro will not survive the closing of the Business
Combination.
Incentive Equity Plan
The
Merger Agreement provides that in connection with the consummation of the Business Combination, eToro will adopt a 2021 Share Incentive
Plan (the “Plan”), pursuant to which service providers will be provided incentive equity opportunities in support
of eToro’s business following the closing of the Business Combination. The number of eToro Common Shares to be reserved for
issuance under the Plan will be equal to (i) 3% of the total outstanding number of eToro Common Share as of immediately after the
consummation of the Business Combination, calculated on a fully-diluted basis including all equity awards, warrants and other convertible
securities outstanding as of such time, and the aggregate maximum number of eToro Common Shares underlying outstanding Price Adjustment
Rights, plus (ii) an annual increase equal to the lesser of 3% of the aggregate number of eToro Common Shares outstanding and the
number of eToro Common Shares determined for such purpose by the board of directors of eToro.
Conditions to Consummation of the
Business Combination
Consummation of the
transactions contemplated by the Merger Agreement is subject to customary mutual conditions of the respective parties, namely that
(i) the Business Combination be approved by the Company’s stockholders and eToro’s shareholders; (ii) the Company has
at least $5,000,001 of net tangible assets following the Stockholder Redemption (as defined below); (iii) there will not be in
effect any injunction or other order of any governmental entity of competent jurisdiction prohibiting, enjoining, restricting or
making illegal the consummation of the Transactions (as defined in the Merger Agreement); (iv) the registration statement on Form
F-4 that eToro intends to file will have become effective in accordance with the provisions of the Securities Act of 1933, as amended
(the “Securities Act”), and will not be subject to any stop order or proceeding (or threatened proceeding by
the SEC) seeking a stop order with respect to such registration statement; and (v) the eToro Common Shares and eToro Warrants will
be approved for listing on Nasdaq upon Closing. In addition, (a) eToro’s obligation to consummate the transactions contemplated
by the Merger Agreement is subject to customary conditions precedent, including that the result of (A) aggregate amount of cash
contained in the Company’s trust account immediately prior to the consummation of the Business Combination, plus (B) the
proceeds of the PIPE Investment (as defined below), less (C) the aggregate amount required to be used to redeem shares of Company
Class A Stock from Company public stockholders that submit valid Stockholder Redemption requests, less (D) the aggregate amount,
if any, owed to certain affiliates of Sponsor in respect of working capital loans outstanding at the Effective Time, if any, less
(E) the amount of cash (not to exceed $300,000,000) to be used to consummate the Self-Tender Offer, plus (F) the Sponsor Commitment
(as defined below) (“Available Cash”), equals or exceeds $125,000,000, and that eToro shall have received from
the Israeli tax authorities a ruling in respect of the Price Adjustment Rights, and (b) the Company’s obligation to consummate
the transactions contemplated by the Merger Agreement is subject to customary conditions precedent, including that Available Cash
equals or exceeds $100,000,000.
Termination
The Merger Agreement
may be terminated at any time prior to the consummation of the Business Combination (i) by mutual written consent of the Company
and eToro; (ii) by either the Company or eToro if the closing of the transactions contemplated in the Merger Agreement has not
occurred by December 31, 2021 (the “Outside Date”), except that the right to so terminate the Merger Agreement
will not be available to any party whose action or failure to act has been a principal cause of or resulted in the failure of the
Transactions to occur on or before such date and such action or failure to act constitutes a material breach of the Merger Agreement;
(iii) by either the Company or eToro if a governmental entity has issued any non-appealable order, or any applicable legal requirement
is in effect, prohibiting or making illegal the consummation of the transactions contemplated by the Merger Agreement, including
the Business Combination; (iv) by eToro if the Company has breached any of its representations, warranties, covenants or agreements
in any material respect and has not cured such breach within the time periods provided for in the Merger Agreement (subject to
a 30-day cure period if curable before the Outside Date); (v) by the Company if eToro has breached any of its representations,
warranties, covenants or agreements in any material respect and has not cured such breach within the time periods provided for
in the Merger Agreement (subject to a 30-day cure period if curable before the Outside Date); (vi) by eToro, if, at the meeting
of the Company’s stockholders held to approve the Business Combination (including any adjournments thereof), the Merger Agreement,
the Business Combination and the other transaction proposals contemplated by the Merger Agreement are not duly adopted by the Company’s
stockholders by the requisite vote under applicable legal requirements and the Company’s organizational documents; (vii)
by the Company, if, within five (5) business days after the date on which the definitive proxy statement/prospectus in connection
with the Business Combination is mailed to the Company stockholders, the Merger Agreement, the Business Combination, and the other
transaction proposals contemplated by the Merger Agreement are not duly adopted by eToro’s shareholders by the requisite
vote under applicable legal requirements and eToro’s organizational documents at the meeting of eToro’s shareholders
held to approve the Business Combination (including any adjournments thereof); (viii) by eToro in order to enter into a definitive
agreement with respect to a superior proposal subject to certain terms and conditions and the payment of a $100,000,000 termination
fee (“Termination Fee”); (ix) by the Company if the board of directors of eToro or any committee thereof changes
its recommendation with respect to the Business Combination, whether or not permitted by the Merger Agreement, upon which event
the Termination Fee will be due and payable; (x) by eToro, if the board of directors of the Company changes its recommendation
with respect to the Business Combination, whether or not permitted by the Merger Agreement; and (xi) by the Company, if eToro has
not delivered to the Company an audit opinion by a “big four” accounting firm with respect to certain required financial
statements by July 15, 2021.
The Merger Agreement
has been approved by the Company’s board of directors, and the board has recommended that the Company’s stockholders
adopt the Merger Agreement and approve the Business Combination.
The Merger Agreement
contains representations, warranties and covenants that the respective parties made to each other as of the date of such agreement
or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the
contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection
with negotiating such agreement. The representations, warranties and covenants in the Merger Agreement are also modified in part
by the underlying disclosure schedules which are not filed publicly and which are subject to a contractual standard of materiality
different from that generally applicable to stockholders and were used for the purpose of allocating risk among the parties rather
than establishing matters as facts. The Company does not believe that these schedules contain information that is material to an
investment decision. Investors are not third-party beneficiaries under the Merger Agreement and should not rely on the representations,
warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties
thereto or any of their respective subsidiaries or affiliates.
Redemption Offer
Pursuant to the Company’s
amended and restated certificate of incorporation and in accordance with the terms of the Merger Agreement, the Company will be
providing its public stockholders with the opportunity to redeem, upon the Effective Time, their respective shares of Company Class
A Stock outstanding prior to the consummation of the Business Combination for a per-share price, payable in cash, equal to the
aggregate amount on deposit as of two business days prior to the date of consummation of the Business Combination (the “Closing
Date”) in the trust account that holds the proceeds of the Company’s initial public offering, including any interest
earned on the funds held in such trust account and not previously released to the Company to pay its taxes, divided by the number
of outstanding public shares of Company Class A Stock outstanding prior to the consummation of the Business Combination (the “Stockholder
Redemption”).
Sponsor Commitment Letter
Concurrently with the
execution and delivery of the Merger Agreement, in support of the Business Combination, Sponsor and Cohen Sponsor Interests V,
LLC a Delaware limited liability company (together, the “Sponsor Group”), entered into and delivered to eToro
a letter agreement (the “Sponsor Commitment Letter”) by which (i) the Sponsor Group and eToro acknowledge that
the Sponsor Group may, directly or through affiliates, make open market purchases of Company Class A Stock prior to the Effective
Time in an amount of up to $27,500,000, and (ii) the Sponsor Group will, directly or through affiliates, and contingent upon the
satisfaction of the conditions precedent to the Business Combination set forth in the Merger Agreement, purchase, or cause the
purchase of, eToro Common Shares at $10.00 per share and at an aggregate cash purchase price equal to the amount paid, or required
to be paid, by the Company to redeem any Company Class A Stock in the Stockholder Redemption in excess of 1,250,000 shares of Company
Class A Stock, with such purchases to occur at the time of the closing of the Business Combination (after the Capital Restructuring)
(the “Sponsor Commitment”); provided that the amount paid by the Sponsor Group to acquire eToro Common
Shares under the transaction described in clause (ii) shall be reduced by the aggregate amount of documented open market purchases
of Company Class A Stock prior to the Effective Time effected by Sponsor Group directly or through affiliates.
Voting Agreements
Concurrently with the
execution and delivery of the Merger Agreement, in support of the Business Combination, Sponsor (each, a “Voting Party”
and together, the “Voting Parties”) entered into a Voting Agreement with eToro (the “FTV Voting Agreement”),
pursuant to which each Voting Party agreed to (i) (whether at a special meeting of the Company’s stockholders or by action
by written consent), among other things, vote all of their shares of Company Class A Stock and Company Class B Stock beneficially
owned or held by such Voting Party (together, the “Voting Shares”) in favor of the Merger Agreement, the Merger
and related transactions, and (ii) vote against any action or proposal (a) concerning any other business combination involving
the Company (other than by eToro or its affiliates), (b) that could reasonably be expected to result in a breach of any covenant
or obligation of the Company in the Merger Agreement or in any representation or warranty of the Company set forth therein becoming
inaccurate, and (c) 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 the Company’s conditions under the Merger Agreement or change
in any manner the voting rights of any class of the Company’s shares. In addition, the FTV Voting Agreement requires each
Voting Party to refrain from taking actions that would adversely affect such Voting Party’s ability to perform its obligations
under such agreement, and provided a proxy to certain officers of the Company to vote such Voting Party’s Voting Shares (or
act by written consent in respect of such shares) accordingly. This FTV Voting Agreement also requires the Voting Parties to (i)
take such actions as are necessary to terminate that certain Registration Rights Agreement dated as of December 3, 2020, by and
among the Company and the Voting Parties, (ii) waive any dissenters’ or appraisal rights, (iii) not participate in any claim
against the Company relating in any manner to the Merger Agreement or the Merger, and (iv) refrain from exercising any redemption
rights in respect of the Voting Shares or making any public statements with the intent to encourage any Company stockholder to
exercise any such rights. In addition, each of the Voting Parties agreed not to transfer, directly or indirectly, any of their
Voting Shares until the earlier of the Effective Time and the date on which the Merger Agreement is terminated in accordance with
its terms, subject to certain exceptions described in the FTV Voting Agreement.
Concurrently with the
execution and delivery of the Merger Agreement, certain directors and officers and all 5% shareholders of eToro (each, an “eToro
Voting Party” and together, the “eToro Voting Parties”) entered into a voting agreement with the Company
(the “eToro Voting Agreement”). Under the eToro Voting Agreement, each eToro Voting Party agreed to (i) (whether
at a special meeting of eToro’s shareholders or by action by written consent), among other things, vote all of their shares
of eToro capital stock beneficially owned or held by such eToro Voting Party (as applicable, and together, the “eToro
Voting Shares”) in favor of the Merger Agreement, the Merger and related transactions (including the Capital Restructuring
and the Self-Tender Offer), and (ii) vote against any action or proposal (a) concerning any other business combination involving
eToro (other than by the Company or its affiliates), (b) that could reasonably be expected to result in a breach of any covenant
or obligation of eToro in the Merger Agreement or in any representation or warranty of eToro set forth therein becoming inaccurate,
and (c) 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 eToro’s conditions under the Merger Agreement or change in any manner the
voting rights of any class of eToro’s shares. In addition, the eToro Voting Agreement requires each eToro Voting Party to
refrain from taking actions that would adversely affect such eToro Voting Party’s ability to perform its obligations under
such agreement, and provided a proxy to certain officers of eToro to vote such eToro Voting Party’s eToro Voting Shares (or
act by written consent in respect of such shares) accordingly. The eToro Voting Agreement also requires the eToro Voting Parties
to (i) waive any dissenters’ or appraisal rights, (ii) not participate in any claim against eToro relating in any manner
to the Merger Agreement, the Merger, the Capital Restructuring or Self-Tender Offer and (iii) refrain from exercising any registration
or other rights in respect of the eToro Voting Shares. In addition, each of the eToro Voting Parties agreed not to transfer, directly
or indirectly, any of their eToro Voting Shares until the earlier of the Effective Time and the date on which the Merger Agreement
is terminated in accordance with its terms, subject to certain exceptions described in the eToro Voting Agreement.
Lock-Up Agreement
Concurrently with the
execution and delivery of the Merger Agreement, in support of the Business Combination, eToro, certain of the officers and directors
of eToro (the “eToro Management Holders”), and Sponsor have entered into and delivered a Lock-Up Agreement (the
“Lock-Up Agreement”), pursuant to which (i) the eToro Management Holders have agreed to not transfer any eToro
Common Shares held by them (“Management Holders Lock-Up Shares”) until 180 days following the Closing Date,
subject to early release if the stock price of the eToro Common Shares exceeds $12.50 for any 20 trading days within any 30 consecutive
trading day period (as further described therein, and which may be less than 180 days after the Closing Date), and (ii) Sponsor
has agreed to not transfer any eToro Common Shares acquired by it as Merger Consideration (“Sponsor Lock-Up Shares”,
and together with the Management Holders Lock-Up Shares, the “Lock-Up Shares”) until the date of the first to
occur of one (1) year following the Closing Date, subject to early release if the stock price of the eToro Common Shares exceeds
$12.50 for any 20 trading days within any 30 consecutive trading day period (as further described therein, but in any event not
prior to the date that is one hundred and eighty (180) days after the Closing Date), in each case subject to certain permitted
transfers (provided that such permitted transferees agree to be bound by the same transfer restrictions set forth in the Lock-Up
Agreement). The foregoing restrictions on transfer of the Lock-up Shares will terminate and no longer be applicable on the first
to occur of (x) the five (5) year anniversary of the Closing Date, (y) the date on which eToro completes a liquidation, merger,
capital stock exchange, or other similar transaction that results in all of eToro’s shareholders having the right to exchange
their eToro Common Shares for cash, securities or other property, and (z) the date all of the Lock-Up Shares are no longer subject
to the transfer restrictions set forth in the Lock-Up Agreement. On or prior to (A) December 1, 2021, if the Closing Date occurs
on or prior to November 30, 2021, (B) the close of the Trading Day on the Closing Date, if the Closing Date occurs during the month
of December 2021 and (C) June 30, 2022, if the Closing Date occurs after December 31, 2021, the Sponsor may cause a portion of
the Sponsor Lock-Up Shares be released from foregoing restrictions on transfer of the Sponsor’s Lock-up Shares (such portion,
the “Early Release Shares”) by delivering to eToro a written notice requesting such release for a legitimate
business purpose in connection with the Merger in respect of such release.
The eToro Common Shares
held by all other significant eToro stockholders that are not a party to the Lock-Up Agreement will be subject to the same transfer
restrictions applicable to the Management Holders Lock-Up Shares pursuant to amendments to existing stockholder agreements to which
those stockholders are a party that were executed concurrently with the Merger Agreement and a formal resolution by the eToro board
of directors interpreting the terms of eToro’s 2007 employee stock ownership plan.
Sponsor Surrender
and Restriction Agreement
Concurrently with the
execution and delivery of the Merger Agreement, in support of the Business Combination, Sponsor, the Company, eToro and the other
persons party to that certain letter agreement dated December 3, 2020, with the Company (the “Insider Letter”),
have entered into and delivered a Sponsor Share Surrender and Share Restriction Agreement (the “Sponsor Surrender and
Restriction Agreement”), which provides that (i) the Sponsor will upon the Effective Time, immediately prior to the consummation
of the Business Combination, surrender to the Company, for no consideration, (a) 15% of the shares of Company Class B Stock held
by Sponsor (such Class B Shares, the “Surrendered Shares”) and (b) 100% of the private placement warrants to
purchase an aggregate of 213,333 shares of Company Common Stock held by Sponsor (the “Surrendered Warrants”),
and such Surrendered Shares and Surrendered Warrants shall be canceled and no longer outstanding (the “Sponsor Forfeiture”),
(ii) if more than 20% of the Company Class A Stock (the “Redemption Floor”) is submitted for redemption pursuant
to the Stockholder Redemption, then the Sponsor will upon the Effective Time, immediately prior to the consummation of the Business
Combination, surrender to the Company, for no consideration, a number of shares of Company Class B Stock as is equal to one percent
(1%) of the number of shares of Company Class B Stock outstanding on the date of signing of the Merger Agreement for every additional
one percent (1%) of the number of shares of Company Class A Stock being redeemed in excess of the Redemption Floor, and (iii) 75%
of the number of shares of eToro Common Shares held by Sponsor immediately after giving effect to the Business Combination will
be subject to transfer restrictions (in addition, and subject, to those provided by the Lock-Up Agreement) based on certain closing
share price thresholds of the eToro Common Shares for 20 out of any 30 consecutive trading days, subject to certain permitted transfers
(provided that such permitted transferees agree to be bound by the same transfer restrictions set forth in the Sponsor Surrender
and Restriction Agreement) and early release of the Early Release Shares, in each case as described therein.
Registration Rights Agreement
The Merger Agreement
contemplates that, at the Effective Time, eToro, the Company, the Sponsor and certain Legacy eToro Shareholders will enter into
an Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which eToro will agree to
file a shelf registration statement, by no later than (i) ten (10) business days following the Closing Date, if the Closing Date
occurs on or before September 30, 2021 or (ii) five (5) business days following the Closing Date, if the Closing date occurs after
September 30, 2021, to register the resale of the eToro Common Shares and eToro Warrants held by the Sponsor and the Legacy eToro
Shareholders party thereto as of the Closing Date. The Registration Rights Agreement also provides the Sponsor with one (1) demand
right to conduct an underwritten offering of the Early Release Shares, subject to certain limitations set forth in the Registration
Rights Agreement. From time to time, the Company may admit additional parties to the Registration Rights Agreement and register
their securities on a shelf registration statement. In addition, in connection with the execution of the Registration Rights Agreement,
the existing registration rights agreement of the Company, dated December 3, 2020 will automatically terminate and be of no further
force and effect. The Registration Rights Agreement also provides that eToro will pay certain expenses relating to such registrations
and indemnify the securityholders party thereto against certain liabilities.
PIPE Subscription Agreements
Concurrently with the
execution and delivery of the Merger Agreement, eToro entered into subscription agreements (the “PIPE Subscription Agreements”)
with certain investors (the “PIPE Investors”), including an affiliate of the Sponsor, pursuant to which the
PIPE Investors have committed to subscribe for and purchase up to 65,000,000 shares of eToro Common Shares at a purchase price
per share of $10.00, for an aggregate purchase price of $650,000,000 (the “PIPE Investment”).
The PIPE Subscription
Agreements provide for certain registration rights. In particular, eToro is required to, as soon as practicable but no later than
30 days following the Closing Date, submit to or file with the SEC a registration statement registering the resale of such shares.
Additionally, eToro is required to use its commercially reasonable efforts to have the registration statement declared effective
as soon as practicable after the filing thereof, but no later than the earlier of (i) the 60th calendar day following the filing
date thereof, (ii) the first anniversary of the date of the PIPE Subscription Agreements and (iii) the 5th business day after the
date eToro is notified (orally or in writing, whichever is earlier) by the SEC that the registration statement will not be “reviewed”
or will not be subject to further review. eToro must use commercially reasonable efforts to keep the registration statement effective
until the earliest of: (x) the date the PIPE Investors no longer hold any registrable shares, (y) the date all registrable shares
held by the PIPE Investors may be sold without restriction under Rule 144 under the Securities Act and (z) three (3) years from
the date of effectiveness of such registration statement.
Exhibits
A copy of the Merger
Agreement, the Sponsor Commitment Letter, the form of FTV Voting Agreement, the form of eToro Voting Agreement, the form of Lock-Up
Agreement, the Sponsor Surrender and Restriction Agreement, the form of Registration Rights Agreement and the form of the PIPE
Subscription Agreements are filed herewith as Exhibit 2.1, Exhibit 10.1, 10.2, 10.3, 10.4, 10.5, 10.6 and 10.7 respectively, and
the foregoing descriptions of each of the Merger Agreement, the Sponsor Commitment Letter, the form of FTV Voting Agreement, the
form of eToro Voting Agreement, the form of Lock-Up Agreement, the Sponsor Surrender and Restriction Agreement, the form of Registration
Rights Agreement and the form of the PIPE Subscription Agreements are qualified in their entirety by reference thereto.