REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 6th, 2020 • ION Acquisition Corp 1 Ltd. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 1, 2020, is made and entered into by and among ION Acquisition Corp 1 Ltd., a Cayman Islands exempted Company (the “Company”), ION Holdings 1, LP, a Cayman Islands exempted limited partnership (the “Sponsor”), acting by its sole general partner, ION Acquisition Corp GP Ltd., a company incorporated in the State of Israel, ION Co-Investment LLC, a Delaware limited liability company (“Cowen Investments” and, together with the Sponsor, the “Founders”), The Phoenix Insurance Company Ltd., a company incorporated in Israel (“Phoenix”), The Phoenix Insurance Company Ltd. (Nostro), a company incorporated in Israel and an affiliate of Phoenix, The Phoenix Excellence Pension and Provident Fund Ltd., a company incorporated in Israel and an affiliate of Phoenix (Phoenix and its affiliates collectively referred to herein as the “Phoenix Investors”), and ION Crossover Partners LP, a Cayman Islands exempted limited partnership
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • October 6th, 2020 • ION Acquisition Corp 1 Ltd. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of October 1, 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between ION Acquisition Corp 1 Ltd., a Cayman Islands exempted company (the “Company”), and ION Holdings 1, LP, a Cayman Islands exempted limited partnership, acting by its sole general partner, ION Acquisition Corp GP Ltd., a company incorporated in the State of Israel (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 1st, 2020 • ION Acquisition Corp 1 Ltd. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of September [ ], 2020 by and between ION Acquisition Corp 1 Ltd., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
WARRANT AGREEMENTWarrant Agreement • October 6th, 2020 • ION Acquisition Corp 1 Ltd. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of October 1, 2020, is by and between ION Acquisition Corp 1 Ltd., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 6th, 2020 • ION Acquisition Corp 1 Ltd. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 1, 2020 by and between ION Acquisition Corp 1 Ltd., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
ION ACQUISITION CORP 1 LTD. Herzliya 4676672, IsraelION Acquisition Corp 1 Ltd. • September 15th, 2020 • Blank checks • New York
Ion Acquisition Corp 1 Ltd., a Cayman Islands exempted company (the “Company”, “we” or “us”), is pleased to accept the offer made by ION Co-Investment LLC, a Delaware limited liability company (“Subscriber” or “you”), to purchase 549,125 Class B ordinary shares of the Company, $0.0001 par value per share (the “Shares”), up to 71,625 of which are subject to forfeiture by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each comprised of one Class A ordinary share and one, or a portion of one, warrant to purchase one Class A ordinary share (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • October 1st, 2020 • ION Acquisition Corp 1 Ltd. • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of September 15, 2020, by and between ION Acquisition Corp 1 Ltd., a Cayman Islands exempted company (the “Company”), and ION Crossover Partners LP, a Cayman Islands exempted limited partnership (the “Purchaser”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • October 6th, 2020 • ION Acquisition Corp 1 Ltd. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of October 1, 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between ION Acquisition Corp 1 Ltd., a Cayman Islands exempted company (the “Company”), and ION Co-Investment LLC, a Delaware limited liability company (the “Purchaser”).
SUBSCRIPTION AGREEMENTSubscription Agreement • January 28th, 2021 • ION Acquisition Corp 1 Ltd. • Blank checks • Delaware
The Subscriber is a “qualified institutional buyer” (within the meaning of Rule 144A under the Securities Act) if it is an entity that meets any one of the following categories at the time of the sale of securities to the Subscriber (Please check the applicable subparagraphs):
INDEMNITY AGREEMENTIndemnity Agreement • September 15th, 2020 • ION Acquisition Corp 1 Ltd. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of September [ ], 2020, by and between ION ACQUISITION CORP 1 LTD., a Cayman Islands exempted company (the “Company”), and [ ] (“Indemnitee”).
22,500,000 Units ION Acquisition Corp 1 LTD. UNDERWRITING AGREEMENTUnderwriting Agreement • October 6th, 2020 • ION Acquisition Corp 1 Ltd. • Blank checks • New York
COWEN AND COMPANY, LLC 599 Lexington Avenue, 20th Floor New York, NY 10022ION Acquisition Corp 1 Ltd. • September 15th, 2020 • Blank checks • New York
The Company agrees that if any indemnity sought by an Indemnified Person hereunder is held by a court to be unavailable for any reason, then (whether or not the Advisor is an Indemnified Person) the Company and the Advisor shall contribute to the Claim for which such indemnity is held unavailable in such proportion as is appropriate to reflect the relative benefits to the Company, on the one hand, and the Advisor, on the other, in connection with the Advisor’s engagement referred to above, subject to the limitation that in no event shall the amount of the Advisor’s contribution to such Claim exceed the amount of the Fee actually received by the Advisor from the Company pursuant to such engagement. The Company hereby agrees that the relative benefits to the Company, on the one hand, and the Advisor, on the other, with respect to the Advisor’s engagement shall be deemed to be in the same proportion as (a) the total value paid or proposed to be paid or received by the Company or its share
SHARE PURCHASE AGREEMENTShare Purchase Agreement • January 28th, 2021 • ION Acquisition Corp 1 Ltd. • Blank checks • Delaware
The Purchaser is a “qualified institutional buyer” (within the meaning of Rule 144A under the Securities Act) if it is an entity that meets any one of the following categories at the time of the sale of securities to the Purchaser (Please check the applicable subparagraphs):
SIDE LETTERSide Letter • January 28th, 2021 • ION Acquisition Corp 1 Ltd. • Blank checks
This SIDE LETTER (this “Side Letter”) is entered into this 25th day of January, 2021, by and among the purchasers who have executed a signature page hereto (collectively, the “Purchasers” and each, individually, a “Purchaser”) and Taboola.com Ltd., a company organized under the laws of the State of Israel (the “Issuer”).
October 1, 2020 ION Acquisition Corp 1 Ltd. Herzliya 4676672, IsraelLetter Agreement • October 6th, 2020 • ION Acquisition Corp 1 Ltd. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between ION Acquisition Corp 1 Ltd., a Cayman Islands exempted company(the “Company”) and Cowen and Company, LLC, as the representative (the “Representative”) of the underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 25,875,000 of the Company’s units (including up to 3,375,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-fifth of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below). The Units will be sold
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • October 1st, 2020 • ION Acquisition Corp 1 Ltd. • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of September 15, 2020, by and between ION Acquisition Corp 1 Ltd., a Cayman Islands exempted company (the “Company”), and The Phoenix Insurance Company Ltd., a company incorporated in Israel (“Phoenix”), The Phoenix Insurance Company Ltd. (Nostro), a company incorporated in Israel and an affiliate of Phoenix, and The Phoenix Excellence Pension and Provident Fund Ltd., a company incorporated in Israel and an affiliate of Phoenix (Phoenix and its affiliates collectively referred to herein as the “Purchaser”).
ION ACQUISITION CORP 1 LTD. Herzliya 4676672, IsraelLetter Agreement • September 15th, 2020 • ION Acquisition Corp 1 Ltd. • Blank checks • New York
This letter agreement (this “Agreement”) by and between ION Acquisition Corp 1 Ltd. (the “Company”) and ION Holdings 1, LP (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 3rd, 2021 • ION Acquisition Corp 1 Ltd. • Blank checks
THIS AMENDMENT (this “Amendment”) is made and entered into as of April 27, 2021, by and among Taboola.com Ltd., a company organized under the laws of the State of Israel, Toronto Sub Ltd., a Cayman Islands exempted company and a direct, wholly-owned subsidiary of the Company, and ION Acquisition Corp. 1 Ltd., a Cayman Islands exempted company (collectively, the “Parties”). Reference is made to that certain Agreement and Plan of Merger, dated January 25, 2021, by and among the Parties (the “Merger Agreement”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement.
AGREEMENT AND PLAN OF MERGER BY AND AMONG Taboola.com Ltd., TORONTO SUB LTD., and ION ACQUISITION CORP. 1 LTD., DATED AS OF JANUARY 25, 2021Agreement and Plan of Merger • January 28th, 2021 • ION Acquisition Corp 1 Ltd. • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of January 25, 2021, by and among Taboola.com Ltd., a company organized under the laws of the State of Israel (the “Company”), Toronto Sub Ltd., a Cayman Islands exempted company and a direct, wholly-owned subsidiary of the Company (“Merger Sub”), and ION Acquisition Corp. 1 Ltd., a Cayman Islands exempted company (“ION”). Each of the Company, ION and Merger Sub shall individually be referred to herein as a “Party” and, collectively, the “Parties”. The term “Agreement” as used herein refers to this Agreement and Plan of Merger, as the same may be amended from time to time, and all schedules, exhibits and annexes hereto (including the Company Disclosure Letter, as defined herein). Defined terms used in this Agreement are listed alphabetically in Schedule A, together with the section and, if applicable, subsection in which the definition of each such term is located.
COWEN AND COMPANY, LLC 599 Lexington Avenue, 20th Floor New York, NY 10022Cowen And • October 6th, 2020 • ION Acquisition Corp 1 Ltd. • Blank checks • New York
