Taboola.com (TBLA) 10-K 2024 FY Annual report

Exhibit 4.1

DESCRIPTION OF THE REGISTRANT’S SECURITIES

REGISTERED PURSUANT TO SECTION 12 OF THE

SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

As of December 31, 2024, Taboola.com Ltd. had two classes of securities registered under Section

12 of the Securities Exchange Act of 1934, as amended: ordinary shares and warrants to purchase

ordinary shares.

References herein to “we,” “us,” “our” “Taboola” and the “Company” refer to Taboola.com Ltd.

and not to any of its subsidiaries. The following description may not contain all of the information that

is important to you, and we therefore refer you to our amended and restated articles of association (the

“Articles”), a copy of which is filed with the Securities and Exchange Commission (“SEC”) as an

exhibit to the Company’s annual report on Form 10-K for the year ended December 31, 2024 (“Annual

Report”).

Share Capital

The authorized share capital of the Company consists of 700,000,000 ordinary shares, no par

value and 46,000,000 non-voting ordinary shares, no par value. As of December 31, 2024 we had

293,134,865 ordinary shares issued and outstanding and as of February 1, 2025 we had 44,210,406

non-voting shares issued and outstanding.

All of our outstanding ordinary shares and non-voting ordinary shares are validly issued, fully

paid and non-assessable. Our ordinary shares and non-voting ordinary shares are not redeemable and do

not have any preemptive rights.

Taboola’s board of directors may determine the issue prices and terms for such shares or other

securities, and may further determine any other provision relating to such issue of shares or securities.

Taboola may also issue and redeem redeemable securities on such terms and in such manner as

Taboola’s board of directors shall determine.

Registration Number and Purposes of the Company

We are registered with the Israeli Registrar of Companies. Our registration number is

51-387068-3. Our affairs are governed by our Amended and Restated Articles of Association,

applicable Israeli law and specifically, the Israeli Companies Law 5759-1999 (the "Companies Law").

Our purpose as set forth in our Amended and Restated Articles of Association is to engage in any

lawful act or activity.

Voting Rights

All of our ordinary shares are identical in all respects, except that our non-voting ordinary shares

are not entitled to vote on or receive notices with respect to any matter pursuant to our Articles and are

not entitled to vote or to be counted for purposes of determining whether any vote required under the

Articles has been approved by the requisite percentage of voting securities or to be counted towards

any quorum required pursuant to the Articles. Except with respect to the voting rights and to the rights

to receive notice of meetings of the shareholders, the non-voting ordinary shares will have rights

identical to the rights of ordinary shares.

Transfer of Shares

Our fully paid ordinary shares are issued in registered form and may be freely transferred under

our Amended and Restated Articles of Association, unless the transfer is restricted or prohibited by

another instrument, applicable law or the rules of Nasdaq. The ownership or voting of our ordinary

shares by non-residents of Israel is not restricted in any way by our Amended and Restated Articles of

Association or the laws of the State of Israel, except for ownership by nationals of some countries that

are, have been, or will be, in a state of war with Israel.

Exhibit 4.1

Election of Directors

Under our Amended and Restated Articles of Association, our board of directors must consist of

not less than three but no more than eleven directors. Pursuant to our amended and restated articles of

association, each of our directors will be appointed by a simple majority vote of holders of our ordinary

shares, participating and voting at an annual general meeting of our shareholders, provided that (i) in

the event of a contested election, the method of calculation of the votes and the manner in which the

resolutions will be presented to our shareholders at the general meeting shall be determined by our

board of directors in its discretion, and (ii) in the event that our board of directors does not or is unable

to make a determination on such matter, then the directors will be elected by a plurality of the voting

power represented at the general meeting in person or by proxy and voting on the election of directors.

In addition, our directors are divided into three classes, one class being elected each year at the

annual general meeting of our shareholders, and serve on our board of directors until the third annual

general meeting following such election or re-election or until they are removed by a vote of 65% of

the total voting power of our shareholders at a general meeting of our shareholders or upon the

occurrence of certain events in accordance with the Companies Law and our amended and restated

articles of association. In addition, our Amended and Restated Articles of Association provide that

vacancies on our board of directors may be filled by a vote of a simple majority of the directors then in

office. A director so appointed will hold office until the next annual general meeting of our

shareholders for the election of the class of directors in respect of which the vacancy was created, or in

the case of a vacancy due to the number of directors being less than the maximum number of directors

stated in our amended and restated articles of association, until the next annual general meeting of our

shareholders for the election of the class of directors to which such director was assigned by our board

of directors.

Dividend and Liquidation Rights

We may declare a dividend to be paid to the holders of our ordinary shares in proportion to their

respective shareholdings. Under the Companies Law, dividend distributions are determined by the

board of directors and do not require the approval of the shareholders of a company unless the

company’s articles of association provide otherwise. Our Amended and Restated Articles of

Association do not require shareholder approval of a dividend distribution and provide that dividend

distributions may be determined by our board of directors.

Pursuant to the Companies Law, the distribution amount is limited to the greater of retained

earnings or earnings generated over the previous two years, according to the company’s most recently

reviewed or audited financial statements (less the amount of previously distributed dividends, if not

reduced from the earnings), provided that the end of the period to which the financial statements relate

is not more than six months prior to the date of the distribution. If we do not meet such criteria, then we

may distribute dividends only with court approval. In each case, we are only permitted to distribute a

dividend if our board of directors and, if applicable, the court determines that there is no reasonable

concern that payment of the dividend will prevent us from satisfying our existing and foreseeable

obligations as they become due.As a company listed on an exchange outside of Israel, however, court

approval is not required if the proposed distribution is in the form of an equity repurchase, provided

that we notify our creditors of the proposed equity repurchase and allow such creditors an opportunity

to initiate a court proceeding to review the repurchase. If within 30 days such creditors do not file an

objection, then we may proceed with the repurchase without obtaining court approval.

In the event of Taboola’s liquidation, after satisfaction of liabilities to creditors, its assets will be

distributed to the holders of its ordinary shares in proportion to their shareholdings. This right, as well

as the right to receive dividends, may be affected by the grant of preferential dividend or distribution

rights to the holders of a class of shares with preferential rights which may be authorized in the future.

Exchange Controls

Exhibit 4.1

There are currently no Israeli currency control restrictions on remittances of dividends on our

ordinary shares, proceeds from the sale of our srdinary shares or interest or other payments to non-

residents of Israel, except for shareholders who are subjects of countries that at the time are, or have

been, in a state of war with Israel.

Shareholder Meetings

Under Israeli law, Taboola is required to hold an annual general meeting of its shareholders once

every calendar year and no later than 15 months after the date of the previous annual general meeting.

All meetings other than the annual general meeting of shareholders are referred to in the Amended and

Restated Articles of Association as special general meetings. Our board of directors may call special

general meetings of our shareholders whenever it sees fit, at such time and place, within or outside of

Israel, as it may determine. In addition, the Companies Law provides that our board of directors is

required to convene a special general meeting of our shareholders upon the written request of (i) any

two or more of our directors, (ii) one-quarter or more of the serving members of our board of directors

or (iii) as a company listed on an exchange in outside of Israel, one or more shareholders holding, in the

aggregate, either (a) 10% or more of Taboola’s issued and outstanding shares and 1% or more of

Taboola’s outstanding voting power or (b) 10% or more of Taboola’s outstanding voting power.

Under Israeli law, one or more shareholders holding at least 1% of the voting rights at the general

meeting of shareholders may request that the board of directors include a matter in the agenda of a

general meeting of shareholders to be convened in the future, provided that it is appropriate to discuss

such a matter at the general meeting. Notwithstanding the foregoing, as a company listed on an

exchange outside of Israel, a matter relating to the appointment or removal of a director may only be

requested by one or more shareholders holding at least 5% of the voting rights at the general meeting of

the shareholders. Our Amended and Restated Articles of Association contain procedural guidelines and

disclosure items with respect to the submission of shareholder proposals for general meetings. Subject

to the provisions of the Companies Law and the regulations promulgated thereunder, shareholders

entitled to participate and vote at general meetings of shareholders are the shareholders of record on a

date to be decided by the board of directors, which, as a company listed on an exchange outside Israel,

may be between four and 60 days prior to the date of the meeting. Furthermore, the Companies Law

requires that resolutions regarding the following matters must be passed at a general meeting of

shareholders:

• amendments to the articles of association;

• appointment, terms of service and termination of services of auditors;

• appointment of directors, including external directors (if applicable);

• approval of certain related party transactions;

• increases or reductions of authorized share capital;

• a merger; and

• the exercise of the board of director’s powers by a general meeting, if the board of directors is unable to exercise its powers and the exercise of any of its powers is required for proper management of the company.

The Companies Law requires that a notice of any annual general meeting or special general

meeting be provided to shareholders at least 21 days prior to the meeting and, if the agenda of the

meeting includes (among other things) the appointment or removal of directors, the approval of

transactions with office holders or interested or related parties, or an approval of a merger, notice must

be provided at least 35 days prior to the meeting. Under the Companies Law and our Amended and

Restated Articles of Association, shareholders are not permitted to take action by way of written

consent in lieu of a meeting.

Quorum

Exhibit 4.1

Pursuant to our Amended and Restated Articles of Association, holders of our ordinary shares

have one vote for each ordinary share held on all matters submitted to a vote of the shareholders at a

general meeting of shareholders. The quorum required for our general meetings of shareholders

consists of at least two shareholders present in person or by proxy who hold or represent at least 331∕3%

of the total outstanding voting power of our shares, except that if (i) any such general meeting was

initiated by and convened pursuant to a resolution adopted by the board of directors and (ii) at the time

of such general meeting we qualify as a “foreign private issuer,” the requisite quorum will consist of

two or more shareholders present in person or by proxy who hold or represent at least 25% of the total

outstanding voting power of our shares. The requisite quorum may be present within half an hour of the

time fixed for the commencement of the general meeting. A general meeting adjourned for lack of a

quorum shall be adjourned either to the same day in the next week, at the same time and place, to such

day and at such time and place as indicated in the notice to such meeting, or to such day and at such

time and place as the chairperson of the meeting shall determine. At the reconvened meeting, any

number of shareholders present in person or by proxy shall constitute a quorum, unless a meeting was

called pursuant to a request by our shareholders, in which case the quorum required is one or more

shareholders, present in person or by proxy and holding the number of shares required to call the

meeting as described under “Shareholder Meetings.”

Vote Requirements

Our Amended and Restated Articles of Association provide that all resolutions of our shareholders

require a simple majority vote, unless otherwise required by the Companies Law or by our Amended

and Restated Articles of Association. Under the Companies Law, certain actions require the approval of

a special majority, including: (i) an extraordinary transaction with a controlling shareholder or in which

the controlling shareholder has a personal interest, (ii) the terms of employment or other engagement of

a controlling shareholder of the company or a controlling shareholder’s relative (even if such terms are

not extraordinary) and (iii) certain compensation-related matters. Under our Amended and Restated

Articles of Association, the alteration of the rights, privileges, preferences or obligations of any class of

our shares (to the extent there are classes other than ordinary shares) requires the approval of a simple

majority of the class so affected (or such other percentage of the relevant class that may be set forth in

the governing documents relevant to such class), in addition to the ordinary majority vote of all classes

of shares voting together as a single class at a shareholder meeting.

Under our Amended and Restated Articles of Association, the approval of the holders of at least

65% of the total voting power of our shareholders is generally required to remove any of our directors

from office, to amend the provision requiring the approval of at least 65% of the total voting power of

our shareholders to remove any of our directors from office, or certain other provisions regarding our

staggered board, shareholder proposals, the size of our board and plurality voting in contested elections.

Another exception to the simple majority vote requirement is a resolution for the voluntary winding up,

or an approval of a scheme of arrangement or reorganization, of the company pursuant to Section 350

of the Companies Law, which requires the approval of a majority of the shareholders present and

represented at the meeting, and holding at least 75% of the voting rights represented at the meeting and

voting on the resolution.

Access to Corporate Records

Under the Companies Law, all shareholders generally have the right to review minutes of our

general meetings, our shareholder register (including with respect to material shareholders), our articles

of association, our financial statements, other documents as provided in the Companies Law, and any

document Taboola is required by law to file publicly with the Israeli Registrar of Companies or the

Israeli Securities Authority. Any shareholder who specifies the purpose of its request may request to

review any document in our possession that relates to any action or transaction with a related party

which requires shareholder approval under the Companies Law. Taboola may deny a request to review

a document if it determines that the request was not made in good faith, that the document contains a

commercial secret or a patent or that the document’s disclosure may otherwise impair its interests.

Anti-Takeover Provisions

Exhibit 4.1

Acquisitions under Israeli Law

Full Tender Offer

A person wishing to acquire shares of a public Israeli company who would, as a result, hold over

90% of the target company’s voting rights or the target company’s issued and outstanding share capital

(or of a class thereof), is required by the Companies Law to make a tender offer to all of the company’s

shareholders for the purchase of all of the issued and outstanding shares of the company (or the

applicable class). If (a) the shareholders who do not accept the offer hold less than 5% of the issued and

outstanding share capital of the company (or the applicable class) and the shareholders who accept the

offer constitute a majority of the offerees that do not have a personal interest in the acceptance of the

tender offer or (b) the shareholders who did not accept the tender offer hold less than 2% of the issued

and outstanding share capital of the company (or of the applicable class), all of the shares that the

acquirer offered to purchase will be transferred to the acquirer by operation of law. A shareholder who

had its shares so transferred may petition an Israeli court within six months from the date of acceptance

of the full tender offer, regardless of whether such shareholder agreed to the offer, to determine

whether the tender offer was for less than fair value and whether the fair value should be paid as

determined by the court. However, an offeror may provide in the offer that a shareholder who accepted

the offer will not be entitled to petition the court for appraisal rights as described in the preceding

sentence, as long as the offeror and the company disclosed the information required by law in

connection with the full tender offer. If the full tender offer was not accepted in accordance with any of

the above alternatives, the acquirer may not acquire shares of the company that will increase its

holdings to more than 90% of the company’s voting rights or the company’s issued and outstanding

share capital (or of the applicable class) from shareholders who accepted the tender offer. Shares

purchased in contradiction to the full tender offer rules under the Companies Law will have no rights

and will become dormant shares.

Special Tender Offer

The Companies Law provides that an acquisition of shares of an Israeli public company must be

made by means of a special tender offer if as a result of the acquisition the purchaser would become a

holder of 25% or more of the voting rights in the company. This requirement does not apply if there is

already another holder of 25% or more of the voting rights in the company. Similarly, the Companies

Law provides that an acquisition of shares of an Israeli public company must be made by means of a

special tender offer if as a result of the acquisition the purchaser would become a holder of more than

45% of the voting rights in the company, if there is no other shareholder of the company who holds

more than 45% of the voting rights in the company. These requirements do not apply if (i) the

acquisition occurs in the context of a private placement by the company that received shareholder

approval as a private placement whose purpose is to give the purchaser 25% or more of the voting

rights in the company, if there is no person who holds 25% or more of the voting rights in the company

or as a private placement whose purpose is to give the purchaser 45% of the voting rights in the

company, if there is no person who holds 45% of the voting rights in the company, (ii) the acquisition

was from a shareholder holding 25% or more of the voting rights in the company and resulted in the

purchaser becoming a holder of 25% or more of the voting rights in the company, or (iii) the

acquisition was from a shareholder holding more than 45% of the voting rights in the company and

resulted in the purchaser becoming a holder of more than 45% of the voting rights in the company. A

special tender offer must be extended to all shareholders of a company. A special tender offer may be

consummated only if (i) at least 5% of the voting power attached to the company’s outstanding shares

will be acquired by the offeror and (ii) the number of shares tendered in the offer exceeds the number

of shares whose holders objected to the offer (excluding the purchaser, its controlling shareholders,

holders of 25% or more of the voting rights in the company and any person having a personal interest

in the acceptance of the tender offer, or anyone on their behalf, including any such person’s relatives

and entities under their control).

In the event that a special tender offer is made, a company’s board of directors is required to

express its opinion on the advisability of the offer, or may abstain from expressing any opinion if it is

unable to do so, provided that it gives the reasons for its abstention. The board of directors shall also

disclose any personal interest that any of the directors has with respect to the special tender offer or in

Exhibit 4.1

connection therewith. An office holder in a target company who, in his or her capacity as an office

holder, performs an action the purpose of which is to cause the failure of an existing or foreseeable

special tender offer or is to impair the chances of its acceptance, is liable to the potential purchaser and

shareholders for damages, unless such office holder acted in good faith and had reasonable grounds to

believe he or she was acting for the benefit of the company. However, office holders of the target

company may negotiate with the potential purchaser in order to improve the terms of the special tender

offer, and may further negotiate with third parties in order to obtain a competing offer.

If a special tender offer is accepted, then shareholders who did not respond to or that had objected

the offer may accept the offer within four days of the last day set for the acceptance of the offer and

they will be considered to have accepted the offer from the first day it was made.

In the event that a special tender offer is accepted, then the purchaser or any person or entity

controlling it or under common control with the purchaser or such controlling person or entity at the

time of the offer may not make a subsequent tender offer for the purchase of shares of the target

company and may not enter into a merger with the target company for a period of one year from the

date of the offer, unless the purchaser or such person or entity undertook to effect such an offer or

merger in the initial special tender offer. Shares purchased in contradiction to the special tender offer

rules under the Companies Law will have no rights and will become dormant shares.

Merger

The Companies Law permits merger transactions if approved by each party’s board of directors

and, unless certain conditions described under the Companies Law are met, a simple majority of the

outstanding shares of each party to the merger that are represented and voting on the merger. The board

of directors of a merging company is required pursuant to the Companies Law to discuss and determine

whether in its opinion there exists a reasonable concern that as a result of a proposed merger, the

surviving company will not be able to satisfy its obligations towards its creditors, such determination

taking into account the financial status of the merging companies. If the board of directors determines

that such a concern exists, it may not approve a proposed merger. Following the approval of the board

of directors of each of the merging companies, the boards of directors must jointly prepare a merger

proposal for submission to the Israeli Registrar of Companies.

For purposes of the shareholder vote of a merging company whose shares are held by the other

merging company, or by a person or entity holding 25% or more of the voting rights at the general

meeting of shareholders of the other merging company, or by a person or entity holding the right to

appoint 25% or more of the directors of the other merging company, unless a court rules otherwise, the

merger will not be deemed approved if a majority of the shares voted on the matter at the general

meeting of shareholders (excluding abstentions) that are held by shareholders other than the other party

to the merger, or by any person or entity who holds 25% or more of the voting rights of the other party

or the right to appoint 25% or more of the directors of the other party, or any one on their behalf

including their relatives or corporations controlled by any of them, vote against the merger. In addition,

if the non-surviving entity of the merger has more than one class of shares, the merger must be

approved by each class of shareholders. If the transaction would have been approved but for the

separate approval of each class or the exclusion of the votes of certain shareholders as provided above,

a court may still approve the merger upon the request of holders of at least 25% of the voting rights of a

company, if the court holds that the merger is fair and reasonable, taking into account the valuation of

the merging companies and the consideration offered to the shareholders. If a merger is with a

company’s controlling shareholder or if the controlling shareholder has a personal interest in the

merger, then the merger is instead subject to the same special majority approval that governs all

extraordinary transactions with controlling shareholders.

Under the Companies Law, each merging company must deliver to its secured creditors the

merger proposal and inform its unsecured creditors of the merger proposal and its content. Upon the

request of a creditor of either party to the proposed merger, the court may delay or prevent the merger

if it concludes that there exists a reasonable concern that, as a result of the merger, the surviving

company will be unable to satisfy the obligations of the merging company, and may further give

instructions to secure the rights of creditors.

Exhibit 4.1

In addition, a merger may not be completed unless at least 50 days have passed from the date that

a proposal for approval of the merger is filed with the Israeli Registrar of Companies and 30 days from

the date that shareholder approval of both merging companies is obtained.

Anti-Takeover Measures

The Companies Law allows us to create and issue shares having rights different from those

attached to our ordinary shares, including shares providing certain preferred rights with respect to

voting, distributions or other matters and shares having preemptive rights. No preferred shares are

currently authorized under our Amended and Restated Articles of Association. In the future, if we do

authorize, create and issue a specific class of preferred shares, such class of shares, depending on the

specific rights that may be attached to it, may have the ability to frustrate or prevent a takeover or

otherwise prevent our shareholders from realizing a potential premium over the market value of our

ordinary shares. The authorization and designation of a class of preferred shares will require an

amendment to our Amended and Restated Articles of Association, which requires the prior approval of

the holders of a majority of the voting power attached to our issued and outstanding shares at a general

meeting of our shareholders. The convening of the meeting, the shareholders entitled to participate and

the vote required to be obtained at such a meeting will be subject to the requirements set forth in the

Companies Law and our amended articles of association, as described above in “Shareholder

Meetings.” In addition, as disclosed under “Election of Directors,” we have a classified board structure,

which effectively limits the ability of any investor or potential investor or group of investors or

potential investors to gain control of our board of directors.

Borrowing Powers

Pursuant to the Companies Law and our Amended and Restated Articles of Association, our board

of directors may exercise all powers and take all actions that are not required under law or under our

Amended and Restated Articles of Association to be exercised or taken by our shareholders, including

the power to borrow money for company purposes.

Changes in Capital

Our Amended and Restated Articles of Association enable us to increase or reduce our share

capital. Any such changes are subject to Israeli law and must be approved by a resolution duly passed

by our shareholders at a general meeting of shareholders. In addition, transactions that have the effect

of reducing capital, such as the declaration and payment of dividends in the absence of sufficient

retained earnings or profits, require the approval of both our board of directors and an Israeli court.

Exclusive Forum

Our Amended and Restated Articles of Association provide that unless we consent in writing to

the selection of an alternative forum, the federal district courts of the United States of America shall be

the exclusive forum for the resolution of any complaint asserting a cause of action arising under the

Securities Act. Our Amended and Restated Articles of Association also provide that unless we consent

in writing to the selection of an alternative forum, the competent courts in Tel Aviv, Israel shall be the

exclusive forum for any derivative action or proceeding brought on behalf of the Company, any action

asserting a breach of a fiduciary duty owed by any of our directors, officers or other employees to the

Company or our shareholders or any action asserting a claim arising pursuant to any provision of the

Companies Law or the Israeli Securities Law.

Transfer Agent and Registrar

The transfer agent and registrar for our ordinary shares is Broadridge Corporate Issuer Solutions,

Inc. Its address is 51 Mercedes Way, Edgewood, NY 11717.

Description of Warrants

Exhibit 4.1

Public Warrants

Each whole warrant entitles the registered holder to purchase one ordinary share at a price of

$11.50 per share, subject to adjustment as discussed below, at any time, provided in each case that there

is an effective registration statement under the Securities Act covering the ordinary shares issuable

upon exercise of the warrants and a current prospectus relating to them is available (or we permit

holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant

assignment, assumption and amendment agreement) and such shares are registered, qualified or exempt

from registration under the securities, or blue sky, laws of the state of residence of the holder. Pursuant

to the warrant assignment, assumption and amendment agreement, a warrant holder may exercise its

warrants only for a whole number of our ordinary shares. This means only a whole warrant may be

exercised at a given time by a warrant holder. No fractional warrants will be issued upon separation of

the units and only whole warrants will trade. The warrants (other than the warrants held by ION Co-

Investment LLC, which will expire five years from October 1, 2021) will expire June 29, 2026 or

earlier upon redemption or liquidation.

We will not be obligated to deliver any ordinary shares pursuant to the exercise of a warrant and

will have no obligation to settle such warrant exercise unless a registration statement under the

Securities Act with respect to the ordinary shares underlying the warrants is then effective and a

prospectus relating thereto is current, subject to us satisfying our registration obligations. No warrant

will be exercisable and we will not be obligated to issue ordinary shares upon exercise of a warrant

unless the ordinary shares issuable upon such warrant exercise have been registered, qualified or

deemed to be exempt under the securities laws of the state of residence of the registered holder of the

warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied

with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and

such warrant may have no value and expire worthless. The company is not required to net cash settle

any warrant other than as set forth herein.

We have agreed that the ordinary shares issuable upon exercise of the warrants will be registered

on a registration statement on Form F-1 and filed such registration statement with the SEC on July 13,

2021. We will use our best efforts to maintain the effectiveness of such registration statement, and a

current prospectus relating thereto, until the expiration of the warrants in accordance with the

provisions of the warrant assignment, assumption and amendment agreement. Warrant holders may,

during any period when we will have failed to maintain an effective registration statement covering the

ordinary shares issuable upon exercise of the warrants, exercise warrants on a “cashless basis” in

accordance with Section 3(a)(9) of the Securities Act or another exemption.

Notwithstanding the above, if our ordinary shares are at the time of any exercise of a warrant not

listed on a national securities exchange such that they satisfy the definition of a “covered security”

under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants

who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the

Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a

registration statement, and in the event we do not so elect, we will use our best efforts to register or

qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Redemption of warrants when the price per ordinary share equals or exceeds $18.00. Once the

warrants become exercisable, we may redeem the outstanding warrants (except as described herein

with respect to the private placement warrants):

• in whole and not in part;

• at a price of $0.01 per warrant;

Exhibit 4.1

• upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”); and

• if, and only if, the closing price of the ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “— Redemption Procedures — Anti-dilution Adjustments”) for any 20 trading days within a 30-trading day period ending three business days before the notice of redemption is sent to the warrant holders.

If and when the warrants become redeemable by us, we may exercise our redemption right even if

we are unable to register or qualify the underlying securities for sale under all applicable state securities

laws.

We established the last of the redemption criterion discussed above to prevent a redemption call

unless there is at the time of the call a significant premium to the warrant exercise price. If the

foregoing conditions are satisfied and we issue a notice of redemption of the warrants, each warrant

holder will be entitled to exercise his, her or its warrant prior to the scheduled redemption date.

However, the price of the ordinary shares may fall below the $18.00 redemption trigger price (as

adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) as

well as the $11.50 warrant exercise price after the redemption notice is issued.

Redemption of warrants when the price per ordinary share equals or exceeds $10.00. Once the

warrants become exercisable, we may redeem the outstanding warrants (except as described herein

with respect to the private placement warrants):

• in whole and not in part;

• at a price of $0.10 per warrant;

• upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table below, based on the redemption date and the “fair market value” (as defined below) of the ordinary shares except as otherwise described below; and

• if, and only if, the closing price of the ordinary Sshares equals or exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “— Redemption Procedures — Anti- dilution Adjustments”) for any 20 trading days within the 30-trading day period ending three trading days before the notice of redemption is sent to the warrant holders.

Beginning on the date the notice of redemption is given and until the warrants are redeemed or

exercised, holders may elect to exercise their warrants on a cashless basis. The numbers in the table

below represent the number of ordinary shares that a warrant holder will receive upon such cashless

exercise in connection with a redemption by us pursuant to this redemption feature, based on the “fair

market value” of the ordinary shares on the corresponding redemption date (assuming holders elect to

exercise their warrants and such warrants are not redeemed for $0.10 per warrant), determined for these

purposes based on the volume-weighted average price of the ordinary shares during the 10 trading days

immediately following the date on which the notice of redemption is sent to the holders of warrants,

and the number of months that the corresponding redemption date precedes the expiration date of the

warrants, each as set forth in the table below. We will provide our warrant holders with the final fair

market value no later than one business day after the 10-trading day period described above ends.

The share prices set forth in the column headings of the table below will be adjusted as of any date

on which the number of shares issuable upon exercise of a warrant or the exercise price of a warrant is

adjusted as set forth under the heading “— Redemption Procedures — Anti-dilution

Adjustments” below. If the number of shares issuable upon exercise of a warrant is adjusted, the

adjusted share prices in the column headings will equal the share prices immediately prior to such

Exhibit 4.1

adjustment, multiplied by a fraction, the numerator of which is the number of shares deliverable upon

exercise of a warrant immediately prior to such adjustment and the denominator of which is the number

of shares deliverable upon exercise of a warrant as so adjusted. The number of shares in the table below

shall be adjusted in the same manner and at the same time as the number of shares issuable upon

exercise of a warrant.

If the exercise price of a warrant is adjusted, (a) in the case of an adjustment pursuant to the fifth

paragraph under the heading “— Redemption Procedures — Anti-dilution Adjustments” below, the

adjusted share prices in the column headings will equal the unadjusted share prices multiplied by a

fraction, the numerator of which is the higher of the Market Value and the Newly Issued Price as set

forth under the heading “— Redemption Procedures — Anti-dilution Adjustments” and the

denominator of which is $10.00 and (b) in the case of an adjustment pursuant to the second paragraph

under the heading “— Redemption Procedures — Anti-dilution Adjustments” below, the adjusted share

prices in the column headings will equal the unadjusted share prices less the decrease in the exercise

price of a warrant pursuant to such exercise price adjustment.

Redemption Date	Fair Market Value of Ordinary Shares
(period to expiration of warrants)	≤$10.00	$11.00	$12.00	$13.00	$14.00	$15.00	$16.00	$17.00	≥$18.00
60 months	0.261	0.281	0.297	0.311	0.324	0.337	0.348	0.358	0.361
57 months	0.257	0.277	0.294	0.310	0.324	0.337	0.348	0.358	0.361
54 months	0.252	0.272	0.291	0.307	0.322	0.335	0.347	0.357	0.361
51 months	0.246	0.268	0.287	0.304	0.320	0.333	0.346	0.357	0.361
48 months	0.241	0.263	0.283	0.301	0.317	0.332	0.344	0.356	0.361
45 months	0.235	0.258	0.279	0.298	0.315	0.330	0.343	0.356	0.361
42 months	0.228	0.252	0.274	0.294	0.312	0.328	0.342	0.355	0.361
39 months	0.221	0.246	0.269	0.290	0.309	0.325	0.340	0.354	0.361
36 months	0.213	0.239	0.263	0.285	0.305	0.323	0.339	0.353	0.361
33 months	0.205	0.232	0.257	0.280	0.301	0.320	0.337	0.352	0.361
30 months	0.196	0.224	0.250	0.274	0.297	0.316	0.335	0.351	0.361
27 months	0.185	0.214	0.242	0.268	0.291	0.313	0.332	0.350	0.361
24 months	0.173	0.204	0.233	0.260	0.285	0.308	0.329	0.348	0.361
21 months	0.161	0.193	0.223	0.252	0.279	0.304	0.326	0.347	0.361
18 months	0.146	0.179	0.211	0.242	0.271	0.298	0.322	0.345	0.361
15 months	0.130	0.164	0.197	0.230	0.262	0.291	0.317	0.342	0.361
12 months	0.111	0.146	0.181	0.216	0.250	0.282	0.312	0.339	0.361
9 months	0.090	0.125	0.162	0.199	0.237	0.272	0.305	0.336	0.361
6 months	0.065	0.099	0.137	0.178	0.219	0.259	0.296	0.331	0.361
3 months	0.034	0.065	0.104	0.150	0.197	0.243	0.286	0.326	0.361
0 months	—	—	0.042	0.115	0.179	0.233	0.281	0.323	0.361

The exact fair market value and redemption date may not be set forth in the table above, in which

case, if the fair market value is between two values in the table or the redemption date is between two

redemption dates in the table, the number of ordinary shares to be issued for each warrant exercised

will be determined by a straight-line interpolation between the number of shares set forth for the higher

and lower fair market values and the earlier and later redemption dates, as applicable, based on a 365 or

366-day year, as applicable. For example, if the volume weighted average price of the ordinary shares

during the 10 trading days immediately following the date on which the notice of redemption is sent to

the holders of the warrants is $11.00 per share, and at such time there are 57 months until the expiration

of the warrants, holders may choose to, in connection with this redemption feature, exercise their

warrants for 0.277 ordinary shares for each whole warrant. For an example where the exact fair market

value and redemption date are not as set forth in the table above, if the volume-weighted average price

Exhibit 4.1

of our ordinary shares during the 10 trading days immediately following the date on which the notice of

redemption is sent to the holders of the warrants is $13.50 per share, and at such time there are 38

months until the expiration of the warrants, holders may choose to, in connection with this redemption

feature, exercise their warrants for 0.298 ordinary shares for each whole warrant. In no event will the

warrants be exercisable on a cashless basis in connection with this redemption feature for more than

0.361 ordinary shares per warrant (subject to adjustment). Finally, as reflected in the table above, if the

warrants are out of the money and about to expire, they cannot be exercised on a cashless basis in

connection with a redemption by us pursuant to this redemption feature, since they will not be

exercisable for any ordinary shares.

This redemption feature differs from the typical warrant redemption features used in many other

blank check company offerings, which typically only provide for a redemption of warrants for cash

(other than the private placement warrants) when the trading price for the ordinary shares exceeds

$18.00 per share for a specified period of time. This redemption feature is structured to allow for all of

the outstanding warrants to be redeemed when the  ordinary shares are trading at or above $10.00 per

public share, which may be at a time when the trading price of the ordinary shares is below the exercise

price of the warrants. This redemption feature was established to provide the flexibility to redeem the

warrants without the warrants having to reach the $18.00 per share threshold set forth above under “—

Redemption of warrants when the price per ordinary share equals or exceeds $18.00.”

As stated above, we can redeem the warrants when the ordinary shares are trading at a price

starting at $10.00, which is below the exercise price of $11.50, because we will provide certainty with

respect to our capital structure and cash position while providing warrant holders with the opportunity

to exercise their warrants on a cashless basis for the applicable number of shares. If we choose to

redeem the warrants when the ordinary shares are trading at a price below the exercise price of the

warrants, this could result in the warrant holders receiving fewer ordinary shares than they would have

received if they had chosen to wait to exercise their warrants for ordinary shares if and when such

ordinary shares were trading at a price higher than the exercise price of $11.50.

Redemption Procedures

A holder of a warrant may notify us in writing in the event it elects to be subject to a requirement

that such holder will not have the right to exercise such warrant, to the extent that after giving effect to

such exercise, such person (together with such person’s affiliates), to the warrant agent’s actual

knowledge, would beneficially own in excess of 4.9% or 9.8% (as specified by the holder) of the

ordinary shares outstanding immediately after giving effect to such exercise.

Anti-dilution Adjustments

If the number of outstanding ordinary shares is increased by a share capitalization payable in

ordinary shares, or by a sub-division of ordinary shares or other similar event, then, on the effective

date of such share capitalization, sub-division or similar event, the number of ordinary shares issuable

on exercise of each warrant will be increased in proportion to such increase in the outstanding ordinary

shares. A rights offering made to all or substantially all holders of ordinary shares entitling holders to

purchase our ordinary shares at a price less than the fair market value will be deemed a share

capitalization of a number of ordinary shares equal to the product of (i) the number of ordinary shares

actually sold in such rights offering (or issuable under any other equity securities sold in such rights

offering that are convertible into or exercisable for our ordinary shares) and (ii) the quotient of (x) the

price per ordinary share paid in such rights offering and (y) the fair market value. For these purposes

(i) if the rights offering is for securities convertible into or exercisablefor our ordinary shares, in

determining the price payable for the ordinary shares, there will be taken into account any

consideration received for such rights, as well as any additional amount payable upon exercise or

conversion and (ii) fair market value means the volume weighted average price of the ordinary shares

as reported during the 10 trading day period ending on the trading day prior to the first date on which

the ordinary shares trade on the applicable exchange or in the applicable market, regular way, without

the right to receive such rights.

Exhibit 4.1

In addition, if we, at any time while the warrants are outstanding and unexpired, pay a dividend or

makes a distribution in cash, securities or other assets to the holders of all or substantially all of its

ordinary shares on account of such ordinary shares (or other securities into which the warrants are

convertible), other than (a) as described above, or (b) certain ordinary cash dividends, then the warrant

exercise price will be decreased, effective immediately after the effective date of such event, by the

amount of cash and/or the fair market value of any securities or other assets paid on each ordinary share

in respect of such event.

If, the number of outstanding ordinary shares is decreased by a consolidation, combination,

reverse share sub-division or reclassification of the ordinary shares or other similar event, then, on the

effective date of such consolidation, combination, reverse share sub-division, reclassification or similar

event, the number of ordinary shares issuable on exercise of each warrant will be decreased in

proportion to such decrease in the outstanding ordinary shares.

Whenever the number of ordinary shares purchasable upon the exercise of the warrants is

adjusted, as described above, the warrant exercise price will be adjusted by multiplying the warrant

exercise price immediately prior to such adjustment by a fraction (x) the numerator of which will be the

number of ordinary shares purchasable upon the exercise of the warrants immediately prior to such

adjustment, and (y) the denominator of which will be the number of ordinary shares so purchasable

immediately thereafter.

In case of any reclassification or reorganization of the outstanding ordinary shares (other than

those described above or that solely affects the par value of such ordinary shares), or in the case of any

merger or consolidation of Taboola with or into another corporation (other than a consolidation or

merger in which Taboola is the continuing corporation and that does not result in any reclassification or

reorganization of Taboola’s issued and outstanding ordinary shares), or in the case of any sale or

conveyance to another corporation or entity of the assets or other property of Taboola as an entirety or

substantially as an entirety in connection with which Taboola is dissolved, the holders of the warrants

will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions

specified in the warrants and in lieu of the ordinary shares immediately theretofore purchasable and

receivable upon the exercise of the rights represented thereby, the kind and amount of ordinary shares

or other securities or property (including cash) receivable upon such reclassification, reorganization,

merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the

warrants would have received if such holder had exercised their warrants immediately prior to such

event. If less than 70% of the consideration receivable by the holders of the ordinary shares in such a

transaction is payable in the form of ordinary shares in the successor entity that is listed for trading on a

national securities exchange or is quoted in an established over-the-counter market, or is to be so listed

for trading or quoted immediately following such event, and if the registered holder of the warrant

properly exercises the warrant within thirty days following public disclosure of such transaction, the

warrant exercise price will be reduced as specified in the warrant assignment, assumption and

amendment agreement based on the Black-Scholes Warrant Value (as defined in the warrant

assignment, assumption and amendment agreement) of the warrant. The purpose of such exercise price

reduction is to provide additional value to holders of the warrants when an extraordinary transaction

occurs during the exercise period of the warrants pursuant to which the holders of the warrants

otherwise do not receive the full potential value of the warrants.

The warrant assignment, assumption and amendment agreement provides that the terms of the

warrants may be amended without the consent of any holder for the purpose of (i) curing any ambiguity

or to correct any defective provision or mistake, including to conform the provisions of the warrant

assignment, assumption and amendment agreement to the description of the terms of the warrants and

the warrant assignment, assumption and amendment agreement set forth in this prospectus,

(ii) adjusting the provisions relating to cash dividends on ordinary shares as contemplated by and in

accordance with the warrant assignment, assumption and amendment agreement or (iii) adding or

changing any provisions with respect to matters or questions arising under the warrant assignment,

assumption and amendment agreement as the parties to the warrant assignment, assumption and

amendment agreement may deem necessary or desirable and that the parties deem to not adversely

affect the rights of the registered holders of the warrants, provided that the approval by the holders of at

least 50% of the then-outstanding public warrants is required to make any change that adversely affects

Exhibit 4.1

the interests of the registered holders of public warrants, and, solely with respect to any amendment to

the terms of the private placement warrants, 50% of the then outstanding private placement warrants.

You should review a copy of the warrant assignment, assumption and amendment agreement for a

complete description of the terms and conditions applicable to the warrants.

The warrants may be exercised upon surrender of the warrant certificate on or prior to the

expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the

warrant certificate completed and executed as indicated, accompanied by full payment of the exercise

price (or on a cashless basis, if applicable), by certified or official bank check payable to us, for the

number of warrants being exercised. The warrant holders do not have the rights or privileges of holders

of ordinary shares and any voting rights until they exercise their warrants and receive ordinary shares.

After the issuance of ordinary shares upon exercise of the warrants, each holder will be entitled to one

vote for each share held of record on all matters to be voted on by shareholders.