REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 30th, 2021 • Taboola.com Ltd. • Services-computer programming, data processing, etc. • 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
WARRANT AGREEMENTWarrant Agreement • April 30th, 2021 • Taboola.com Ltd. • Services-computer programming, data processing, etc. • 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 • April 30th, 2021 • Taboola.com Ltd. • Services-computer programming, data processing, etc. • 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”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 30th, 2021 • Taboola.com Ltd. • Services-computer programming, data processing, etc.
THIS INDEMNIFICATION AGREEMENT (the “Agreement”), dated as of [●], 2021, is entered into by and between Taboola.com Ltd., an Israeli company whose address is 2 Jabotinsky Street, Ramat-Gan, Israel (the “Company”), and the undersigned Director or Officer of the Company whose name appears on the signature page hereto officer (the “Indemnitee”).
SUBSCRIPTION AGREEMENTSubscription Agreement • April 30th, 2021 • Taboola.com Ltd. • Services-computer programming, data processing, etc. • 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):
SHARE PURCHASE AGREEMENTShare Purchase Agreement • April 30th, 2021 • Taboola.com Ltd. • Services-computer programming, data processing, etc. • 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 • April 30th, 2021 • Taboola.com Ltd. • Services-computer programming, data processing, etc.
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”).
ION ACQUISITION CORP 1 LTD. Herzliya 4676672, IsraelAdministrative Services Agreement • April 30th, 2021 • Taboola.com Ltd. • Services-computer programming, data processing, etc. • 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”):
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • April 30th, 2021 • Taboola.com Ltd. • Services-computer programming, data processing, etc. • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) made as of the 25th day of January 2021, by and among Taboola.com Ltd., a limited liability by shares Israeli company, the number of which is 513870683 (the “Company”), and the Company’s Holders who have executed a signature page or Joinder Agreement (as defined below) to this Agreement (the “Shareholders”).
COMPANY SHAREHOLDER SUPPORT AGREEMENTCompany Shareholder Support Agreement • April 30th, 2021 • Taboola.com Ltd. • Services-computer programming, data processing, etc. • Delaware
THIS COMPANY SHAREHOLDER SUPPORT AGREEMENT (this “Agreement”), dated as of January 25, 2021, is entered into by and among ION Acquisition Corp. 1 Ltd., a Cayman Islands exempted company (“ION”), Taboola.com Ltd., a company organized under the laws of the State of Israel (the “Company”), and the party listed on the signature pages hereto as a “Shareholder” (the “Shareholder”).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • April 30th, 2021 • Taboola.com Ltd. • Services-computer programming, data processing, etc. • Delaware
THIS SPONSOR SUPPORT AGREEMENT (this “Agreement”), dated as of January 25, 2021, is entered into by and among ION Acquisition Corp. 1 Ltd., a Cayman Islands exempted company (“ION”), Taboola.com Ltd., a company organized under the laws of the State of Israel (the “Company”), and ION Holdings 1, LP, a Cayman Islands limited partnership, and ION Co-Investment LLC, a Delaware limited liability company (each, a “Shareholder” and collectively, the “Shareholders”).
WARRANT ASSIGNMENT, ASSUMPTION AND AMENDED & RESTATED AGREEMENTWarrant Assignment, Assumption and Amended & Restated Agreement • April 30th, 2021 • Taboola.com Ltd. • Services-computer programming, data processing, etc. • New York
THIS ASSIGNMENT, ASSUMPTION AND AMENDED & RESTATED WARRANT AGREEMENT (this “Agreement”), dated as of [__] [__], 2021 (the “Effective Date”)1, is by and between Taboola.com Ltd., a company organized under the laws of the State of Israel (the “Company”), ION Acquisition Corp 1 Ltd., a Cayman Islands exempted company (“ION”) 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”).
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 30th, 2021 • Taboola.com Ltd. • Services-computer programming, data processing, etc.
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.
