SHAREHOLDERS' EQUITY AND SHARE INCENTIVE PLANS | NOTE 9:- SHAREHOLDERS’ EQUITY AND SHARE INCENTIVE PLANS Share Capital Holders of Ordinary Shares have the right to receive notice of, and to participate in, all general meetings of the Company, where each Ordinary Share shall have one vote. Each holder has the right to receive dividends, if any, in proportion to their respective Ordinary Share holdings. In the event of Taboola’s liquidation, after satisfaction of liabilities to creditors, Company assets will be distributed to the holders of its Ordinary Shares in proportion to their shareholdings. On December 30, 2022, in connection with the Yahoo transaction, the Company’s shareholders approved an amendment and restatement to the Articles to include a Non-voting Ordinary share class with an authorized share capital of 46,000,000. In January 2023, the Company issued 45,198,702 Non-voting Ordinary shares to Yahoo. The Non-voting Ordinary shares are not entitled to vote, except in limited circumstances as provided in the Articles. Other than the voting rights, the rights to receive notice of meetings of shareholders and limited circumstances as described in the Articles, the Non-voting Ordinary shares will have rights identical to the rights of Ordinary shares as described above (see Note 1b). Share Incentive Plans a . On November 23, 2022, the Company received the approval of the Israeli court for its motion to extend, to May 16, 2023, its former motion to allow the Company to utilize the net issuance mechanism to satisfy tax withholding obligations related to equity-based compensation on behalf of its directors, officers and other employees and possible future share repurchases (the “Program”) of up to $50,000. The Company’s board of directors have the authority to determine the amount to be utilized for the Program. On April 17, 2023, the Company submitted an additional request for extension, which is currently under the Israeli court review process, and intends to continue filing extension requests for the court approval on an ongoing basis, as required. For the three months ended March 31, 2023 and 2022, the Company utilized the net issuance mechanism in connection with equity-based compensation for certain Office Holders, which resulted in a tax withholding payment by the Company of $ 791 and $1,845, respectively, which were recorded as a reduction of additional paid-in capital. b. The following is a summary of share option activity and related information for the three months ended March 31, 2023 (including employees, directors, officers and consultants of the Company): Outstanding Share Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Balance as of January 1, 2023 35,488,179 $ 3.08 6.72 $ 40,516 Granted — — — — Exercised (1,318,697 ) 1.24 — $ 2,416 Forfeited (199,432 ) 5.94 — — Balance as of March 31, 2023 (unaudited) 33,970,050 $ 3.12 6.64 $ 28,663 Exercisable as of March 31, 2023 (unaudited) 27,059,535 $ 2.33 6.29 $ 25,591 The aggregate intrinsic value in the table above represents the total intrinsic value that would have been received by the option holders had all option holders exercised their options on the last date of the period. The Company did not grant any options during As of March 31 , , unrecognized share-based compensation cost related to unvested share options was $22,266, which is expected to be recognized over a weighted-average period of years. c. The following is a summary of the RSU activity and related information for the three months ended March 31 , : Outstanding Restricted Shares Unit Weighted Average Grant Date Fair Value Balance as of January 1, 2023 23,521,009 $ 6.60 Granted 10,165,344 3.63 Vested (*) (2,262,724 ) 6.65 Forfeited (781,458 ) 6.84 Balance as of March 31, 2023 (unaudited) 30,642,171 $ 5.60 (*) A portion of the shares that vested w ere netted out to satisfy the tax obligations of the recipients. During the , a total of RSUs were to satisfy tax obligations, resulting in net issuance of 286,306 shares. The total release date fair value of RSUs was $8,225, during the three months ended March 31, 2023. As of March 31 , , unrecognized compensation cost related to unvested RSUs was $ , which is expected to be recognized over a weighted-average period of years. The total share-based compensation expense related to all of the Company s share-based awards recognized for the three , 202 , was comprised as follows: Three months ended March 31, 2023 2022 Unaudited Cost of revenues $ 1,044 $ 703 Research and development 5,844 6,102 Sales and marketing 4,285 5,300 General and administrative 4,909 7,724 Total share-based compensation expense $ 16,082 $ 19,829 |