REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 18th, 2021 • ION Acquisition Corp 2 Ltd. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 10, 2021, is made and entered into by and among ION Acquisition Corp 2 Ltd., a Cayman Islands exempted company (the “Company”), ION Holdings 2, 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, 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 (“ION Crossover” and, together with Phoenix Investors, the “Forward Purchase Investors”), and each of the other undersigned part
22,000,000 Units ION Acquisition Corp 2 Ltd. UNDERWRITING AGREEMENTUnderwriting Agreement • February 18th, 2021 • ION Acquisition Corp 2 Ltd. • Blank checks • New York
INDEMNITY AGREEMENTIndemnity Agreement • January 26th, 2021 • ION Acquisition Corp 2 Ltd. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2021, by and between ION Acquisition Corp 2 Ltd., a Cayman Islands exempted company (the “Company”), and [ ] (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • February 18th, 2021 • ION Acquisition Corp 2 Ltd. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of February 10, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between ION Acquisition Corp 2 Ltd., a Cayman Islands exempted company (the “Company”), and ION Holdings 2, 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”).
WARRANT AGREEMENTWarrant Agreement • February 18th, 2021 • ION Acquisition Corp 2 Ltd. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 10, 2021, is by and between ION Acquisition Corp 2 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”).
ION Acquisition Corp 2 Ltd. Herzliya 4676672, IsraelLetter Agreement • February 18th, 2021 • ION Acquisition Corp 2 Ltd. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among ION Acquisition Corp 2 Ltd., a Cayman Islands exempted company (the “Company”), and Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC, as the representatives (the “Representatives”) of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 25,300,000 of the Company’s units (including up to 3,300,000 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-eighth 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 (a
INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification and Advancement Agreement • December 6th, 2021 • Innovid Corp. • Services-prepackaged software • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of ________ __, 2021 by and between Innovid Corp., a Delaware corporation (the “Company”), and ______________, [a member of the Board of Directors] [an officer] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement.
ION ACQUISITION CORP 2 LTD. Herzliya 4676672, IsraelION Acquisition Corp 2 Ltd. • January 26th, 2021 • Blank checks • New York
ION Acquisition Corp 2 Ltd., a Cayman Islands exempted company (the “Company”, “we” or “us”), is pleased to accept the offer made by ION Holdings 2, LP, a Cayman Islands exempted limited partnership (“Subscriber” or “you”), to subscribe for and purchase 5,750,000 Class B ordinary shares of the Company, $0.0001 par value per share (the “Shares”), up to 750,000 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:
SUBSCRIPTION AGREEMENTSubscription Agreement • June 29th, 2021 • ION Acquisition Corp 2 Ltd. • Blank checks • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on June 24, 2021, by and between ION Acquisition Corp 2 Ltd., a Cayman Islands exempted company (the “Company”), and the undersigned subscriber (“Subscriber”).
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • January 26th, 2021 • ION Acquisition Corp 2 Ltd. • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of January 26, 2021, by and between ION Acquisition Corp 2 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 18th, 2021 • ION Acquisition Corp 2 Ltd. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 10, 2021 by and between ION Acquisition Corp 2 Ltd., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
AGREEMENT AND PLAN OF MERGER by and amongAgreement and Plan of Merger • June 29th, 2021 • ION Acquisition Corp 2 Ltd. • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of June 24, 2021, by and among ION Acquisition Corp 2 Ltd., a Cayman Islands exempted company limited by shares (which shall migrate to and domesticate as a Delaware corporation prior to the Closing (as defined herein)) (including, for the avoidance of doubt, such entity following the Domestication (as defined herein), “Acquiror”), Inspire Merger Sub 1, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Acquiror (“Merger Sub 1”), Inspire Merger Sub 2, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of Acquiror (“Merger Sub 2” and, together with Merger Sub 1, “Merger Subs”), and Innovid, Inc., a Delaware corporation (the “Company”). Acquiror, Merger Subs and the Company are collectively referred to herein as the “Parties” and individually as a “Party.” Capitalized terms used and not otherwise defined herein have the meanings set forth in Section 1.01.
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) is dated as of the Effective Date between SILICON VALLEY BANK, a California corporation (“Bank”), and the borrowers listed on...Loan and Security Agreement • August 10th, 2022 • Innovid Corp. • Services-prepackaged software
THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”), dated as of November 30, 2021, is made and entered into by and among:Investor Rights Agreement • December 6th, 2021 • Innovid Corp. • Services-prepackaged software • Delaware
(3)certain former equityholders of Innovid, Inc., a Delaware corporation ( “Innovid”), listed on Schedule B hereto (the “Innovid Equityholders” and, together with the SPAC Holders and any Person who hereafter becomes a party to this Agreement pursuant to Section 7.2 of this Agreement, a “Holder” and collectively the “Holders”).
ION ACQUISITION CORP 2 LTD.Letter Agreement • March 29th, 2021 • ION Acquisition Corp 2 Ltd. • Blank checks • New York
This letter agreement (this “Agreement”) by and between ION Acquisition Corp 2 Ltd. (the “Company”) and ION Holdings 2, LP (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the Registration Statement (as defined below) is declared effective (the “Effective 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”):
Re: Sponsor Support AgreementLetter Agreement • June 29th, 2021 • ION Acquisition Corp 2 Ltd. • Blank checks • Delaware
This letter agreement (this “Sponsor Support Agreement”) is being delivered to ION Acquisition Corp 2 Ltd., a Cayman Islands exempted company limited by shares (which shall migrate to and domesticate as a Delaware corporation prior to the Closing (as defined in the Merger Agreement)) (together with its successor, “Acquiror”), and Innovid, Inc., a Delaware corporation (the “Company”), in connection with that certain Agreement and Plan of Merger, dated as of the date hereof, by and among Acquiror, the Company, and the other parties thereto (the “Merger Agreement”) and the transactions contemplated thereby or relating thereto (including the PIPE Investment, the “Business Combination”) and hereby amends and restates that certain letter, dated February 10, 2021, from ION Holdings 2, LP, a Cayman Islands exempted limited partnership (the “Sponsor”), and the undersigned individuals, each of whom is a member of Acquiror’s board of directors (the “Acquiror Board”) or management team (each, an “
ION ACQUISITION CORP 2 LTD. Herzliya 4676672, IsraelLetter Agreement • January 26th, 2021 • ION Acquisition Corp 2 Ltd. • Blank checks • New York
This letter agreement (this “Agreement”) by and between ION Acquisition Corp 2 Ltd. (the “Company”) and ION Holdings 2, LP (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the Registration Statement (as defined below) is declared effective (the “Effective 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”):
TERMINATION AND RELEASE AGREEMENTTermination and Release Agreement • June 29th, 2021 • ION Acquisition Corp 2 Ltd. • Blank checks • Delaware
THIS TERMINATION AND RELEASE AGREEMENT (the “Agreement”) is made as of June 24, 2021, by and among The Phoenix Insurance Company Ltd., a company incorporated in Israel (“PIC”), The Phoenix Insurance Company Ltd. (Nostro), a company incorporated in Israel, and The Phoenix Excellence Pension and Provident Fund Ltd., a company incorporated in Israel (collectively, together with their affiliates, the “Purchaser”), and ION Acquisition Corp 2 Ltd., a Cayman Islands exempted company (the “Company”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
Re: Company Stockholder Support AgreementLetter Agreement • June 29th, 2021 • ION Acquisition Corp 2 Ltd. • Blank checks • Delaware
This letter agreement (this “Company Stockholder Support Agreement”) is being delivered to ION Acquisition Corp 2 Ltd., a Cayman Islands exempted company limited by shares (which shall migrate to and domesticate as a Delaware corporation prior to the Closing (as defined in the Merger Agreement)) (together with its successor, “Acquiror”), and Innovid, Inc., a Delaware corporation (the “Company”), by the party listed on the signature pages hereto as a “Stockholder” (the “Stockholder”) in connection with that certain Agreement and Plan of Merger, dated as of the date hereof, by and among Acquiror, the Company, and the other parties thereto (the “Merger Agreement”) and the transactions contemplated thereby or relating thereto (including the PIPE Investment, the “Business Combination”). Certain capitalized terms used herein are defined in Section 8 hereof. Capitalized terms used but not otherwise defined herein have the respective meanings ascribed to such terms in the Merger Agreement.
TERMINATION AND RELEASE AGREEMENTTermination and Release Agreement • June 29th, 2021 • ION Acquisition Corp 2 Ltd. • Blank checks • Delaware
THIS TERMINATION AND RELEASE AGREEMENT (the “Agreement”) is made as of June 24, 2021, by and between ION Crossover Partners LP, a Cayman Islands exempted limited partnership (the “Purchaser”), and ION Acquisition Corp 2 Ltd., a Cayman Islands exempted company (the “Company”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
STOCK PURCHASE AGREEMENT by and among TV SQUARED LIMITED THE SECURITY HOLDERS OF THE COMPANY SET FORTH ON ANNEX I HERETO SHAREHOLDER REPRESENTATIVE SERVICES LLC, AS SECURITY HOLDERS REPRESENTATIVE and INNOVID CORP. Dated as of February 6, 2022 1Stock Purchase Agreement • February 7th, 2022 • Innovid Corp. • Services-prepackaged software • Delaware
FIRST LOAN MODIFICATION AGREEMENTFirst Loan Modification Agreement • August 8th, 2023 • Innovid Corp. • Services-prepackaged software • New York
This First Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of August 2, 2023, by and among (a) SILICON VALLEY BANK, A DIVISION OF FIRST-CITIZENS BANK & TRUST COMPANY (SUCCESSOR BY PURCHASE TO THE FEDERAL DEPOSIT INSURANCE CORPORATION AS RECEIVER FOR SILICON VALLEY BRIDGE BANK, N.A. (AS SUCCESSOR TO SILICON VALLEY BANK)) (“Bank”) and (b) (i) INNOVID LLC, a Delaware limited liability company with its principal place of business located at 30 Irving Place 12th Floor New York, NY 10003 (“Innovid LLC”), and (ii) TV SQUARED INC, a Delaware corporation with its principal place of business located at 30 Irving Place 12th Floor New York, NY 10003 (“TV Squared”). Innovid LLC and TV Squared, are hereinafter jointly, severally, individually and collectively, “Borrower”).
Re: Company Stockholder Support AgreementLetter Agreement • June 29th, 2021 • ION Acquisition Corp 2 Ltd. • Blank checks • Delaware
This letter agreement (this “Company Stockholder Support Agreement”) is being delivered to ION Acquisition Corp 2 Ltd., a Cayman Islands exempted company limited by shares (which shall migrate to and domesticate as a Delaware corporation prior to the Closing (as defined in the Merger Agreement)) (together with its successor, “Acquiror”), and Innovid, Inc., a Delaware corporation (the “Company”), by the party listed on the signature pages hereto as a “Stockholder” (the “Stockholder”) in connection with that certain Agreement and Plan of Merger, dated as of the date hereof, by and among Acquiror, the Company, and the other parties thereto (the “Merger Agreement”) and the transactions contemplated thereby (including the PIPE Investment, the “Business Combination”). Certain capitalized terms used herein are defined in Section 8 hereof. Capitalized terms used but not otherwise defined herein have the respective meanings ascribed to such terms in the Merger Agreement.
TRANSITION AGREEMENT, WAIVER, AND GENERAL RELEASETransition Agreement, Waiver, and General Release • October 16th, 2023 • Innovid Corp. • Services-prepackaged software • New York
This TRANSITION AGREEMENT, WAIVER, AND GENERAL RELEASE (“Agreement”) is made by and between Innovid, LLC, with offices at 30 Irving Place, 12th Floor, New York, NY 10003 (“Innovid” or the “Company”) and Tanya Andreev-Kaspin (hereinafter “Employee”) (each a “party” and collectively, the “parties”).
ContractEmployment Agreement • July 6th, 2023 • Innovid Corp. • Services-prepackaged software
Certain information marked as [***] has been excluded from this exhibit because it is both (i) not material and (ii) the type that the Registrant treats as private or confidential.
