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

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:

“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”);”

{Signature pages follow}

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.

[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.