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):
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.
