Filed by Taboola.com Ltd.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: ION Acquisition Corp 1 Ltd.
Commission File No. 001-39581
Date: March 30, 2021
Analyst Day Presentation March 30, 2021

Forward-Looking StatementsCertain statements in this Presentation may be considered forward-looking statements. Forward-looking statements generally relate to future events or ION Acquisition Corp 1 LTD. (“ION”) and Taboola.com Ltd.’s (the “Company”) future financial or operating performance. For example, projections of future Revenue, Adjusted EBITDA, Net Dollar Retention, New Publisher Growth, and other metrics are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expect”, “intend”, “will”, “estimate”, “anticipate”, “believe”, “predict”, “potential” or “continue”, or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward looking statements.These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by ION and its management, and the Company and its management, as the case may be, are inherently uncertain. Uncertainties and risk factors that could affect the Company’s and ION’s future performance and cause results to differ from the forward-looking statements in this presentation include, but are not limited to: the occurrence of any event, change or other circumstances that could give rise to the termination of the proposed transaction involving the Company and ION (such transaction, the “Business Combination”); the outcome of any legal proceedings that may be instituted against ION or the Company, the combined company or others following the announcement of the Business Combination; the inability to complete the Business Combination due to the failure to obtain approval of the shareholders of ION or to satisfy other conditions to closing; changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Business Combination; the ability to meet stock exchange listing standards following the consummation of the Business Combination; the risk that the Business Combination disrupts current plans and operations of ION or the Company as a result of the announcement and consummation of the Business Combination; the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and retain its management and key employees; costs related to the Business Combination; changes in applicable laws or regulations; the Company’s estimates of expenses and profitability and underlying assumptions with respect to shareholder redemptions and purchase price and other adjustments; ability to attract new digital properties and advertisers; ability to meet minimum guarantee requirements in contracts with digital properties; intense competition in the digital advertising space, including with competitors who have significantly more resources; ability to grow and scale the Company’s ad and content platform through new relationships with advertisers and digital properties; ability to secure high quality content from digital properties; ability to maintain relationships with current advertiser and digital property partners; ability to make continued investments in the Company’s AI-powered technology platform; the need to attract, train and retain highly-skilled technical workforce; changes in the regulation of, or market practice with respect to, “third party cookies” and its impact on digital advertising; continued engagement by users who interact with the Company’s platform on various digital properties; the impact of the ongoing COVID-19 pandemic; reliance on a limited number of partners for a significant portion of the Company’s revenue; changes in laws and regulations related to privacy, data protection, advertising regulation, competition and other areas related to digital advertising; ability to enforce, protect and maintain intellectual property rights; and risks related to the fact that we are incorporated in Israel and governed by Israeli law; and other risks and uncertainties set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in ION’s final prospectus relating to its initial public offering dated October 1, 2020 and in subsequent filings with the Securities and Exchange Commission (“SEC”), including the proxy statement relating to the Business Combination expected to be filed by ION.Nothing in this Presentation should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they were made, January 29, 2021. The inclusion of these projections does not constitute republication or affirmation thereof as any other date. Neither ION nor the Company undertakes any duty to update these forward-looking statements.Non-GAAP Financial MeasuresThis Presentation includes certain financial measures not presented in accordance with GAAP including, but not limited to, Adjusted EBITDA and certain ratios and other metrics derived therefrom, including free cash flow and ex-TAC Revenue, and related margin measures, as well as Real RPM and New Publisher Revenue (ex-TAC). These non-GAAP financial measures are not measures of financial performance in accordance with GAAP and may exclude items that are significant in understanding and assessing the Company’s financial results. Therefore, these measures should not be considered in isolation or as an alternative to net income, cash flows from operations or other measures of profitability, liquidity or performance under GAAP. You should be aware that the Company’s presentation of these measures may not be comparable to similarly-titled measures used by other companies.The Company believes these non-GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to the Company’s financial condition and results of operations. The Company believes that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends in and in comparing the Company’s financial measures with other similar companies, many of which present similar non-GAAP financial measures to investors. These non-GAAP financial measures are subject to inherent limitations as they reflect the exercise of judgments by management about which expense and income are excluded or included in determining these non-GAAP financial measures. Please refer to footnotes where presented on each page of this Presentation or to the appendix found at the end of this Presentation for a reconciliation of these measures to what the Company believes are the most directly comparable measure evaluated in accordance with GAAP.This Presentation also includes certain projections of non-GAAP financial measures. Due to the high variability and difficulty in making accurate forecasts and projections of some of the information excluded from these projected measures, together with some of the excluded information not being ascertainable or accessible, the Company is unable to quantify certain amounts that would be required to be included in the most directly comparable GAAP financial measures without unreasonable effort. Consequently, no disclosure of estimated comparable GAAP measures is included and no reconciliation of the forward-looking non-GAAP financial measures is included. 2 Disclaimer

Use of ProjectionsThis Presentation contains financial forecasts with respect to the Company’s projected financial results, including Revenue and Adjusted EBITDA, for the Company's fiscal years 2021 through 2025. The Company's independent auditors have not audited, reviewed, compiled or performed any procedures with respect to the projections for the purpose of their inclusion in this Presentation, and accordingly, they did not express an opinion or provide any other form of assurance with respect thereto for the purpose of this Presentation. As discussed under “Financial Information” above, all financial information, including the projected information, was prepared in accordance with GAAP. These projections should not be relied upon as being necessarily indicative of future results. The assumptions and estimates underlying the prospective financial information are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information. Accordingly, there can be no assurance that the prospective results are indicative of the future performance of the Company or that actual results will not differ materially from those presented in the prospective financial information or that the prospective financial information will be the same as that presented in the proxy statement related to the Business Combination. Inclusion of the prospective financial information in this Presentation should not be regarded as a representation by any person that the results contained in the prospective financial information will be achieved.Industry and Market DataIn this Presentation, the Company relies on and refer to certain information and statistics obtained from third-party sources, which it believes to be reliable. The Company has not independently verified the accuracy or completeness of any such third-party information. You are cautioned not to give undue weight to such industry and market data.This Presentation may include trademarks, service marks, trade names and copyrights of other companies, which are the property of their respective owners. Solely for convenience, some of the trademarks, service marks, trade names and copyrights referred to in this Presentation may be listed without the TM, SM, (c) or (r) symbols, but ION and the Company will assert, to the fullest extent under applicable law, the right of the applicable owners, if any, to these trademarks, service marks, trade names and copyrights.Additional InformationThese communications are being made in respect of the Business Combination. These communications do not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. In connection with the proposed Business Combination, the Company intends to file with the SEC the Registration Statement on Form F-4 required to be prepared in connection with the proposed transaction (the “Registration Statement”) which will include a proxy statement/prospectus and certain other related documents, which will include both the proxy statement to be distributed to holders of Class A ordinary shares of ION in connection with ION’s solicitation of proxies for the vote by ION’s shareholders with respect to the Business Combination and other matters as may be described in the Registration Statement, as well as the prospectus relating to the offer and sale of the securities of the Company to be issued in the Business Combination. ION’s shareholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus included in the Registration Statement and the amendments thereto and the definitive proxy statement/prospectus, as these materials will contain important information about the Company, ION and the Business Combination. After the Registration Statement is declared effective, the definitive proxy statement/prospectus will be mailed to shareholders of ION as of a record date to be established for voting on the Business Combination and other matters as may be described in the Registration Statement. Shareholders of ION will also be able to obtain copies of the proxy statement/prospectus and other documents filed with the SEC that may be incorporated by reference therein, without charge, once available, at the SEC’s web site at www.sec.gov, or by directing a request to: ION Acquisition Corp 1 Ltd., 89 Medinat Hayehudim Street, Herzliya 4676672, Israel, Attention: Secretary, +972 (9) 970-3620.Participants in the SolicitationThe Company, ION and certain of their respective directors, executive officers and other members of management and employees may, under SEC rules, be deemed to be participants in the solicitation of proxies from ION’s shareholders in connection with the proposed transaction. You can find more information about ION’s directors and executive officers in ION’s final prospectus dated October 1, 2020 and filed with the SEC on October 5, 2020. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests will be included in the proxy statement/prospectus when it becomes available. Shareholders, potential investors and other interested persons should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from the sources indicated above. 3 Disclaimer(cont’d)

AGENDA 4 IntroductionOverviewAbout TaboolaInvestment HighlightsFinancial InformationValuation & Comparables

PRESENTERS AND SENIOR LEADERSHIP Adam SingoldaFounder & CEO Stephen WalkerCFO 6+ years at TaboolaPreviously held positions in Idealab’s New Ventures Group and also led several of Idealab's portfolio companies, including Perfect MarketPrior experience at Disney & General Electric CEO of ION Acquisition Corp. 1 and Managing Partner of ION Crossover Partners (ICP)Prior to co-founding ICP, 10 years of experience investing in public and private companies with Baron Capital (NY),and Magma Venture Partners (TLV) Gilad ShanyCEO Founded Taboola over 13 years ago, and has led the Company as its CEO ever since President and COO of ION Acquisition Corp. 1COO of growth tech companies SimilarWeb & Seeking Alpha.8 years public & private investments, incl. equities analyst with UBS & Venture Capital at Jerusalem Global Ventures. Avrom GilbertCOO 5

AGENDA 6 IntroductionOverviewAbout TaboolaInvestment HighlightsFinancial InformationValuation & Comparables

We Power Recommendations for The Open Web 7 Helping people discover things they may like

TABOOLA = SEARCH “IN REVERSE” 8 From people looking for information to information looking for people

YOU HAVE SEEN TABOOLA BEFORE 9

SOLVING TREMENDOUSLY DIFFICULT TECHNOLOGICAL CHALLENGES Predicting what people might be interested in without the intent data that Google has or the personal data that Facebook has and doing it at massive scale. 1 PetabyteData Processed by Taboola AI Daily3 330K+CPU Cores4 516M DAILY ACTIVE USERS1 More than Twitter and Snap combined2 1 TrillionMonthly Recommendations5 Daily Active Users measures the 7-day average number of users exposed to Taboola recommendationsTwitter and Snap reported 187M and 249M (respectively) in Q3-2020 Earnings reports(3)(4)(5)Source: Company estimates 10

ENABLING PUBLISHERS TO COMPETE WITH WALLED GARDEN BEHEMOTHS WALLED GARDENS1 SOCIAL SEARCH ECOMMERCE OPEN WEB2 25%3 Walled Gardens includes other closed platforms including Snap, Twitter, and NetflixOpen Web: Digital properties not owned by walled gardens such as websites, apps, games, Connected-TV apps, etc.Percentages reflect time spent on digital media according to company estimates based on eMarketer data. 25% reflects total time spent on Open Web properties, not just on Taboola Bringing the user data, AI technology and scale of demand to open Web players75% 11 News siteseCommerce sites Apps / Games CTV

TABOOLA CAN CAPTURE SHARE OF THE HIGHLY FRAGMENTED $64B OPEN WEB MARKET1 SOCIAL SEARCH ECOMMERCE RECOMMENDATIONS ENGINE Open Web App Install Video Banners Affiliates (1) Jounce Media, 2020 Market Outlook Report 12

E-COMMERCE TABOOLA IS FOR ADVERTISING WHAT SHOPIFY IS FOR E-COMMERCE ADVERTISING 13

AGENDA 14 IntroductionOverviewAbout TaboolaInvestment HighlightsFinancial InformationValuation & Comparables

FULL TECH STACK FOR PUBLISHERS: MISSION CRITICAL FOR THE OPEN WEB Engagement Engaging users by recommending organic content Monetizing with non-interruptive, native ads Audience $2B+ Paid To Publishers Over 3 Years1Monetization (1) See Appendix for historical annual Traffic Acquisition Costs (TAC) Driving quality audiences from across the networkEmpowering editorial teams with actionable data insights

THAT’S WHY TABOOLA GETS LONG-TERM, EXCLUSIVE PARTNERSHIPS WITH PUBLISHERS 120% NDR in 202019,000 publishersGlobal Publishers on a 5+ Year Contract with Taboola (1) Source: Company Data. Net Dollar Retention is the simple arithmetic average of our Monthly Net Dollar Retention for the last twelve months. Monthly Net Dollar Retention for a given month is the ex-TAC Revenue in that month from digital properties partners that were Taboola digital property partners in the same month of the prior year divided by theex-TAC Revenue attributable to that same group of partners in the prior-year month. Current period ex-TAC Revenue includes any upsells and are net of contraction or attrition over the trailing 12 months, but excludes ex-TAC Revenue from new digital properties partners in the current period. “NBC News Group is excited to continue working with Taboola to expand the reach of our content and continue driving our already impressive growth. We recognize the value of Taboola’s technology and their ability to drive meaningful engagement with NBC News content, especially at a time when competition for user attention is at an all-time high.”- Elisabeth Sami, SVP of Global Strategy and Business Development for NBC News Group 16

ADVERTISERS CHOOSE TABOOLA FOR THE OPEN WEB Massive reach – 516M Daily Active UsersPerformance focus with measurable ROI Brand safe ad placements Target ads based on what people truly care about Largest advertiser is 3% of total ad spend10th largest advertiser is 1% of total ad spend1 101% Net Dollar Retention over last 8 quarters2 Source: Company DataLast 8 quarters, excluding Q2-2020 due to expected one-time impact of COVID-19 (Q4, 2018 - Q3, 2020,excluding Q2-20). See prior slide for a definition of NDR 17 Time

KEEPING THE OPEN WEB SAFE Ongoing monitoring of the network and removal of undesirable content and actors. 30+ Reviewers24/5 manual review + 14h per day on weekends24/7 automated review - Taboola automations including AI tools 13 LanguagesEnglish, Danish, Swedish, Norwegian, Spanish, Portuguese, German, French, Hebrew, Japanese, Korean, Dutch, Italian 500K+ Items reviewed every week(1) CONTENT / ADS Labeling REJECTED ACCEPTED Go Live QUALITY CONTROL Manual Content Sweep Internal & External Automated Scans CONTENT REVIEW TEAMManual + AutomatedReview Review 18 + (1) Company data, based on weekly averages in Q4-2020

- Zach Jacobs, Director of Marketing at Mack Weldon “Mack Weldon is a digitally native—growth focused—menswear startup brand that designs and delivers premium basics for men. As a performance marketer I’m constantly looking for new ways to create awareness for our products while growing our customer base cost efficiently. With Taboola, we more than doubled down on content marketing this year and grew our campaigns to drive thousands of customers every month.Recently, we found especially high-converting audiences on Taboola’s Data Marketplace. Targeting those audiences gave us greater scale and drove more purchases on sites that either previously did not convert or converted at too high of a cost.” Taboola drives discovery and purchases of premium basics for men. DiscoveringDirect-To-Consumer Brands on Taboola 19

- Gahee Lee, Digital Sales Section Manager, Samsung Life Insurance “We built a website to sell our insurance product online. To drive more sign ups, we started running digital campaigns. To encourage sign-ups, the completion of our quote calculator was the most important behavior. Taboola hugely contributed in expanding our strategy to new digital channels, and helped is gain more online customers.” Generating Quality Leads for Samsung Life Insurance with Taboola 22

MARKETPLACE BUSINESS MODEL AI-Powered Biddable Marketplace Advertisers place bids to appear on Taboola and pay per click/view Taboola shares ad revenue with Publishers $ $ $ $ $ $ $ $ 22

AGENDA 22 IntroductionOverviewAbout TaboolaInvestment HighlightsFinancial InformationValuation & Comparables

INVESTMENT HIGHLIGHTS 22 ● ● ● ● ● ● ● The Open Web is a massive categoryTaboola’s technology is resilient to the future disappearance of third-party cookiesProduct-led growth fueled by a network effectPlatform advantage driven by Taboola’s technologyNumerous paths to accelerate growth Proven, founder-led management teamSuperior financial profile with recurring revenues, scale, and profitable growth 1 2 3 4 5 6 7

More than ads, product led - driving engagement, and audience to the entire publisher org Exclusive & direct relationships with publishers/advertisers - enables end-to-end innovation and predictable growth 1st party & contextual data, built for a cookieless world - We’re “always on” - all users, all GEOs, all platforms. 500M+ DAU.(1) TABOOLA IS POISED TO CAPTURE SHARE OF THE $64B OPEN WEB MARKET The Open Web Audience Network Amazon DSP Source: Original Image: “State of the Open Internet” by Jounce Media, January 2020, Modified to reflect Taboola as part of The Open Web(1) Daily Active Users measures the 7-day average number of users exposed to Taboola recommendations 1 24

Taboola has its own 1st party cookie - recommending personalized editorial content enables serving our own 1st party identiﬁerUnique readership context - deep access to the context of the page, allowing advertisers to target context (vs. “3rd party cookie behavior”)People click on Taboola recommendations tens of billions of times a year1 - re-hashing Taboola identiﬁer across websites TABOOLA TECH IS BUILT FOR A COOKIE-LESS WORLD Yield Taboola’s strong yield performance despite 3rd party cookies being blocked in the industry for years:Apple started blocking 3rd party cookies in 2017Firefox, Edge, etc are also blocking 3rd party cookiesGDPR launched in 2018CCPA launched in 2019 25 2 (1) Source: Company data. Clicks represent total clicks on Taboola recommendations, including paid advertisements (“sponsored content”) and editorial ("organic") content

PRODUCT-LED GROWTH WITH A BUILT-IN NETWORK EFFECT 3 More Publisher Partners More Users Reached,More Often More User DataGathered Higher Yield(Better Results for Advertisersand Publishers) 26

PLATFORM ADVANTAGE DRIVEN BY INVESTMENT IN TECH 500 R&D staff100 in Algo & Data$100M Annual R&D Investment 27 4 Source: Company data, 2021 estimates 27

RECOMMENDING ANYTHING, ANYWHEREA MULTI BILLION DOLLAR OPPORTUNITY Core Business $1B+ in 2020 & Growing Rapidly2 A N Y T H I N G $10M’s in 20203 $10M’s in 20201 New products and segments (TV ads, eCommerce, app downloads, gaming...) A N Y W H E R ETaboola News (mobile carriers, device manufacturers, CTV...) 5 Note: Financial models take into consideration only the core business This Game Will Keep You Up All Night!Good Game | Sponsored (1)(2)(3)Source: Company data, Gross Revenue28

RECENT DEVELOPMENTS: TABOOLA HIGH IMPACT LAUNCH 29 Premium Ad Placements & Experiences Brand Safety, Suitability & Adjacency Control Unique Readership Data & Insights Specialized Solution for Brands & Agencies Running Brand Awareness Campaigns

GROWTH CASE STUDY: CONVERTMEDIA ACQUISITION 5 2016 Acquired ConvertMedia$20MAnnual RunRate1 2020 $90M+ Technology Integration & Go-To-Market (1) Annual run-rates are expressed in Gross Revenue 3300

PROVEN, FOUNDER-LED MANAGEMENT TEAM 6 Kristy Sundjaja1 year at TaboolaSVP, People Operations Ran Buck7 years at TaboolaSVP, Global Revenue Aviv Sinai13 years at TaboolaSVP, R&D Adam Singolda13 years at TaboolaFounder & CEO Eldad Maniv8 years at TaboolaPresident & COO Stephen Walker 6 years at Taboola CFO Lior Golan11 years at TaboolaCTO 31

FINANCIAL HIGHLIGHTS 7 Gross Revenue ex-TAC1 $160M Raised to date $240M+ on the balance sheet 3 2 0 2 0 WE POWER RECOMMENDATIONS FOR THE OPEN WEB(1),(2) Non-GAAP measure, see appendix for reconciliation to GAAP(3) Cash & cash equivalents, balance as of 12/31/2020 32 $1.2B$382M$106M Adj. EBITDA 2

AGENDA IntroductionOverviewAbout TaboolaInvestment HighlightsFinancial InformationValuation & Comparables 33

OUR MODEL IN A NUTSHELL 34 Revenue paid by Advertisers, before traffic acquisition costs (TAC) paid to Publishers.Revenue to Taboola after TAC paid to Publishers. Non-GAAP measure, seeappendix for reconciliation to GAAP(3)(4) Non-GAAP measure, see appendix for reconciliation to GAAP(5) Non cash charges, Cash charges excluded from Adjusted EBITDA 34 Model components: Sample inputs / financials: Illustrative Taboola economics: Gross revenue(1) $909 $1.00 (100%) – Traffic Acq Cost (Value to publishers) ($627) ($0.69) = ex-TAC Revenue(2) $282 $0.31 – Cost of Revenues ($48) ($0.05) = Gross profit $234 $0.26 – R&D ($73) ($0.08) – S&M ($110) ($0.12) – G&A ($34) ($0.04) = Operating Income $17 + Dep, Amort, Share Based Comp, Other item $50 = Adjusted EBITDA(3) $67 (5) Change in WC, Other items + PP&E and Capitalized Platform Costs ($24) $43 + =Free Cash Flow(4)

TABOOLA FOCUSES ON PROFITABLE GROWTH UPSIDE IN OUR MODELGrowth from Core Open Web business onlyConservative growth assumed for existing baseAdditional upside from existing growth initiatives and inorganic PROFITABLE GROWTHRule of 40 Business (1),(2) Non-GAAP measure, see appendix for reconciliation to GAAP(3) Non-GAAP measure, see appendix for reconciliation to GAAP, Adj. EBITDA Margin = Adj. EBITDA / ex-TAC Revenue (1) 35 LONG-TERM MODEL20%+ ex-TAC Revenue Growth30%+ Adj. EBITDA Margin 1 3 1 22 ex

2019 METRICS WERE INFLUENCED BY OUR INVESTMENT STRATEGY In 2019, Taboola made the decision to invest $60 million in long-term partnerships with a number of very large, brand name publishing networks1 2018A 2019A 2020A Given that investment, Adj. EBITDA Margin2 (% of ex-TAC) was 11.5%...27.8%23.8% 11.5% …Without that investment, Adj. EBITDA Margin would have been 26.4% 2018A 2019A 2020A 27.8% 23.8% 26.4% In 2020 that investment has paid off as projected Adj. EBITDA Margins are above 27% - higher than historical trends "Invest” means initial losses on these publisher networks plus management’s estimate of margin lost on other publishers due to lower yields as demand was spread thinner.Non-GAAP measure, see appendix for reconciliation to GAAP 36

COVID-19 IN 2020 PROVED THE RESILIENCY OF OUR MODEL • COVID-19 / Recession Dip Strong Recovery Yield1 Leaving 2020 stronger than we entered with sustainably higher profitability Sustainable yield increase, driving higher margins Worked with publisher partners to optimize for yieldSigned more advertisers seeking consumers digitallyDramatic improvements in algorithms Reset cost base Hiring freeze permanently “right sized” organization (sustainable)Reduced travel, real estate and overhead (partially sustainable) Relentless Focus on Yields… … Combined with Historically Low Costs 1. 2. 1. 2. Yield is a normalized measure of performance that controls for changes due to traffic shifts.Cash Expenses is the difference between Adj. EBITDA and exTAC Revenue. 2019 is adjusted to reflect an ex-TAC margin of 26.4% as detailed on the previous slide. 37 E

GROWTH DRIVEN BY CORE OPEN WEB INSTALLED BASE New Publisher ex-TAC Revenue1 Historically 15% new supply growthProjecting 8-11% going forward Net Dollar Retention2 Growth Has Two Elements Improvements in yieldMore supply from existing publishersProjecting 101-103% net dollar retention - historically 110-120% Continued growth from new supply... … helps provide fuel for growth from a strong installed base. 1. 2. 1. (1) “New Publisher” refers to publishers that begin working with Taboola on new contracts in the period. (2) Net Dollar Retention is the simple arithmetic average of our Monthly Net Dollar Retention for the last twelve months. Monthly Net Dollar Retention for a given month is the ex-TAC Revenue in that month from digital properties partners that were Taboola trailing 12 months, but excludes ex-TAC Revenue from new digital properties partners in the current period. digital property partners in the same month of the prior year divided by the ex-TAC Revenue attributable to that same group of partners in the prior-year month. Current period ex-TAC Revenue includes any upsells and are net of contraction or attrition over the 38 Outlier 2.

SELECTED NON-GAAP METRICS $106M $382M $127M $445M $143M $516M 16%ex-TAC Revenue Growth1 27%+Adj EBITDA Margin2 16%+Adj EBITDA Growth3 80%+Adj. Gross Profit Margin4 (1),(2),(3) Growth rates reflect 2020-2023 CAGR. ex-TAC, Adj. EBITDA Margin, and Adj. EBITDA are Non-GAAP measures, see appendix for reconciliation to GAAP(4) Adj. Gross Profit Margin is projected to exceed 80% in 2020, 2021, and 2022. Adj. Gross Profit Margin is calculated as a percentage of ex-TAC revenue and is a non-GAAP measure, see appendix for reconciliation to GAAP. ADJ. EBITDA ($ in millions) ex-TAC ($ in millions) 2020A 2021E 2022E 39

2021 QUARTERLY AND FY PROJECTION 40 Quarterly results in 2020 do not reflect standard seasonality due to impact of recession and special publisher arrangements related to COVID-19.Note: dollar values in this table reflect rounded values; growth and margin calculations are based on exact values calculated to nine decimal places. (1),(2): Non-GAAP measure, see appendix for reconciliation to GAAP 1 2

AGENDA 41 IntroductionOverviewAbout TaboolaInvestment HighlightsFinancial InformationValuation & Comparables

VALUATION FRAMEWORK Mid-Cap Advertising Technology Funded by digital marketers / advertisers looking for new customersSimilar scale Funded by digital marketers / advertisers looking for new customers Recurring revenuesB2B-oriented solutions that are consumer focusedSupport marketers / advertisers looking for new customers Advertising Technology Majors Marketing Technology Primary Secondary 42

Thank you. 43

APPENDIX

HISTORICAL & PROJECTED REVENUE & EX-TAC REVENUE1 YoY growth ex-TAC revenue margin2Non-GAAP measure, see appendix for reconciliation to GAAPex-TAC Revenue Margin reflects ex-TAC Revenue / Gross Revenue, Non-GAAP measure, see appendix for reconciliation to GAAP 45

KEY MODEL ASSUMPTIONS Operating costs: Operating margin (% of ex-TAC revenue) Operating income ($ in millions) REVENUE (ex-TAC)1Historically, Taboola grew 20%+ (CAGR ’17A-’20E)In 2020, Taboola generated $382 million ex-TACConservatively modeled ~16% growth, doubling ex-TAC in 5 years ADJUSTED EBITDA2$106 million in 2020 and growing faster than ex-TAC Revenue>25% of ex-TAC Revenue (2020)Rule of 40: ex-TAC growth + Adj. EBITDA Margin3 always above 40% COST ASSUMPTIONSReturn to “normal” operations and cost basis in H1 2021 (conservative)Two primary costs (headcount and hardware / IT) grow commensurate with revenue growth 48 ($ in millions) ($19) $34 ($45) $34 $62 (6.4%) 8.9% (10.1%) 6.6% 10.4% (1),(2),(3) Non-GAAP measures, see appendix for reconciliation to GAAP

SELECTED GAAP AND NON-GAAP METRICS LONG-TERM EX-TAC REVENUE GROWTHCurrent Model only forecasts growth from Core BusinessLong-Term Growth of 20%+ includes core business growth, inorganic and existing growth initiatives ADJ. EBITDA MARGIN 3Return to “normal” operations and cost basis in H1 2021Investing in serving infrastructure and Algo beginning 2021IPO readiness costs added starting 2021 (1),(2),(3) Non-GAAP measure, see appendix for reconciliation to GAAP 47

ADJUSTED EBITDA RECONCILIATION 48

PROJECTED ADJUSTED EBITDA RECONCILIATION 49

EX-TAC REVENUE RECONCILIATION 50

PROJECTED EX-TAC REVENUE RECONCILIATION 51

ADJUSTED EBITDA MARGIN RECONCILIATION 52

PROJECTED ADJUSTED EBITDA MARGIN RECONCILIATION 53

EX-TAC REVENUES MARGIN RECONCILIATION 54

PROJECTED EX-TAC REVENUES MARGIN RECONCILIATION 55

HISTORICAL & PROJECTED ADJ. GROSS PROFIT MARGIN RECONCILIATION

HISTORICAL AND PROJECTED FREE CASH FLOW RECONCILIATION (1) Adj. EBITDA Plus the change in working capital reflects the net cash provided by operating activities. 2021 Free Cash Flow Reduced by Plan To Invest in Two Areas:Purchase of $30M of servers beyond “normal” levels as part of investment in algorithmic yield improvementsPlan to remodel offices globally for post-COVID work environment 57

CONSOLIDATED BALANCE SHEET ($ in millions) As of Dec 31, 2019 As of Dec 31, 2020 Cash, cash equivalents and short-term deposits $ 116 $ 243 Total Assets $ 482 $ 580 Total Liabilities & Convertible Shares $ 475 $ 533 Accumulated Deficit $ (40) $ (31) Additional Paid-in-capital $ 47 $ 78 Total Shareholders' Equity $ 7 $ 47 58

VALUATION BENCHMARKING Source: Wall Street research, filings and FactSet as of 3/26/2021. Taboola figures calculated using ex-TAC revenue. Figures for Alphabet, MediaAlpha, Magnite, PubMatic and Trade Desk calculated on a ex-TAC equivalent revenue basis. Data for Advertising Technology and Marketing Technology represents means. Advertising Technology Majors: Alphabet, Facebook, Twitter. Marketing Technology: HubSpot, Medalia, LiveRamp, LivePerson, SVMK and Yext. 59

OPERATIONAL BENCHMARKING Source: Wall Street research, filings and FactSet as of 3/26/2021. Taboola figures calculated using ex-TAC revenue. Figures for Alphabet, MediaAlpha, Magnite, PubMatic and Trade Desk calculated on a ex-TAC equivalent revenue basis. Data for Advertising Technology and Marketing Technology represents means. Advertising Technology Majors: Alphabet, Facebook, Twitter. Marketing Technology: HubSpot, Medalia, LiveRamp, LivePerson, SVMK and Yext. 60

Introductory Note
The following tables present selected historical consolidated financial data for Taboola.com Ltd. and subsidiaries. The selected data omits footnote and other information contained in the audited consolidated financial statements that will be filed with the U.S. Securities and Exchange Commission in connection with the proposed merger with ION Acquisition Corp. 1 Ltd. Our historical results are not necessarily indicative of future results.

TABOOLA.COM LTD. CONSOLIDATED BALANCE SHEET DATA

U.S. dollars in thousands, except share and per share data

|  | December 31, |
|  | 2020 |  |  | 2019 |
ASSETS |  |  |  |  |  |
CURRENT ASSETS |  |  |  |  |  |
Cash and cash equivalents |  | $ | 242,811 |  |  | $ | 86,920 |
Short term deposits |  |  | - |  |  |  | 28,963 |
Restricted deposits |  |  | 3,664 |  |  |  | 6,177 |
Trade receivables (net of allowance for credit losses of $ 4,096 and $ 2,845 as of December 31, 2020, and 2019, respectively) |  |  | 158,050 |  |  |  | 154,756 |
Prepaid expenses and other current assets |  |  | 21,609 |  |  |  | 36,172 |
Total current assets |  |  | 426,134 |  |  |  | 312,988 |
NON-CURRENT ASSETS |  |  |  |  |  |  |  |
Long-term prepaid expenses |  |  | 5,289 |  |  |  | 7,125 |
Restricted deposits |  |  | 3,300 |  |  |  | 683 |
Deferred tax assets |  |  | 1,382 |  |  |  | 673 |
Right of use assets |  |  | 68,058 |  |  |  | 67,181 |
Property and equipment, net |  |  | 52,894 |  |  |  | 67,777 |
Intangible assets, net |  |  | 3,905 |  |  |  | 6,465 |
Goodwill |  |  | 19,206 |  |  |  | 19,206 |
|  |  | 154,034 |  |  |  | 169,110 |
Total assets |  | $ | 580,168 |  |  | $ | 482,098 |
LIABILITIES, CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS' EQUITY |  |  |  |  |  |  |  |
CURRENT LIABILITIES |  |  |  |  |  |  |  |
Trade payable |  | $ | 189,352 |  |  | $ | 167,178 |
Lease liability |  |  | 15,746 |  |  |  | 12,826 |
Accrued expenses and other current liabilities |  |  | 95,135 |  |  |  | 58,897 |
Total current liabilities |  |  | 300,233 |  |  |  | 238,901 |
LONG TERM LIABILITIES |  |  |  |  |  |  |  |
Deferred tax liabilities |  |  | 45 |  |  |  | 2,716 |
Lease liability |  |  | 63,044 |  |  |  | 63,008 |
Total long-term liabilities |  |  | 63,089 |  |  |  | 65,724 |
CONVERTIBLE PREFERRED SHARES |  |  |  |  |  |  |  |
Preferred A, B, B-1, B-2, C, D and E shares with no par value - Authorized: 45,688,037shares at December 31, 2020 and 2019; Issued and outstanding: 44,978,000 shares at December 31, 2020 and 2019: Aggregate liquidation preference of 308,765 and 285,833 as of December 31, 2020 and 2019, respectively. |  |  | 170,206 |  |  |  | 170,206 |
SHAREHOLDERS' EQUITY |  |  |  |  |  |  |  |
Ordinary shares with no par value- Authorized: 65,366,595 shares as of December 31, 2020 and 2019, 15,313,447and 16,626,522 shares issued and outstanding as of December 31, 2020 and 2019, respectively |  |  | - |  |  |  | - |
Additional paid-in capital |  |  | 78,137 |  |  |  | 47,257 |
Accumulated deficit |  |  | (31,497 | ) |  |  | (39,990 | )
Total shareholders' equity |  |  | 46,640 |  |  |  | 7,267 |
Total liabilities, convertible preferred shares, and shareholders' equity |  | $ | 580,168 |  |  | $ | 482,098 |

TABOOLA.COM LTD. CONSOLIDATED STATEMENTS OF INCOME (LOSS) DATA

U.S. dollars in thousands, except share and per share data

|  | Year ended December 31, |
|  | 2020 |  |  | 2019 |  |  | 2018 |
Revenues |  | $ | 1,188,893 |  |  | $ | 1,093,830 |  |  | $ | 909,246 |
Cost of revenues: |  |  |  |  |  |  |  |  |  |  |  |
Traffic acquisition cost |  |  | 806,541 |  |  |  | 798,001 |  |  |  | 627,720 |
Other cost of revenues |  |  | 62,855 |  |  |  | 63,860 |  |  |  | 47,296 |
Total cost of revenues |  |  | 869,396 |  |  |  | 861,861 |  |  |  | 675,016 |
Gross profit |  |  | 319,497 |  |  |  | 231,969 |  |  |  | 234,230 |
Operating expenses: |  |  |  |  |  |  |  |  |  |  |  |
Research and development expenses |  |  | 99,423 |  |  |  | 84,710 |  |  |  | 73,024 |
Sales and marketing expenses |  |  | 133,741 |  |  |  | 130,353 |  |  |  | 109,671 |
General and administrative expenses |  |  | 60,140 |  |  |  | 36,542 |  |  |  | 34,202 |
Total operating expenses |  |  | 293,304 |  |  |  | 251,605 |  |  |  | 216,897 |
Operating income (loss) before finance expenses |  |  | 26,193 |  |  |  | (19,636 | ) |  |  | 17,333 |
Finance expenses, net |  |  | 2,753 |  |  |  | 3,392 |  |  |  | 1,346 |
Income (loss) before income taxes |  |  | 23,440 |  |  |  | (23,028 | ) |  |  | 15,987 |
Provision for income taxes |  |  | 14,947 |  |  |  | 4,997 |  |  |  | 5,326 |
Net income (loss) |  | $ | 8,493 |  |  | $ | (28,025 | ) |  | $ | 10,661 |
Less: Undistributed earnings allocated to participating securities |  |  | (22,932 | ) |  |  | (21,173 | ) |  |  | (19,604 | )
Net loss attributable to ordinary shares – basic and diluted |  |  | (14,439 | ) |  |  | (49,198 | ) |  |  | (8,943 | )
Net loss per share attributable to ordinary shareholders, basic and diluted |  | $ | (0.97 | ) |  | $ | (3.00 | ) |  | $ | (0.56 | )
Weighted-average shares used in computing net loss per share attributable to ordinary shareholders, basic and diluted |  |  | 14,934,590 |  |  |  | 16,412,119 |  |  |  | 16,084,650 |

TABOOLA.COM LTD. CONSOLIDATED STATEMENTS OF CASH FLOWS DATA

U.S. dollars in thousands, except share and per share data

|  | Year ended December 31, |
|  | 2020 |  |  | 2019 |  |  | 2018 |
Cash flows from operating activities: |  |  |  |  |  |  |  |  |
Net income (loss) |  | $ | 8,493 |  |  | $ | (28,025 | ) |  | $ | 10,661 |
Adjustments to reconcile net income (loss) to net cash flows provided by operating activities: |  |  |  |  |  |  |  |  |  |  |  |
Depreciation and amortization |  |  | 33,957 |  |  |  | 39,364 |  |  |  | 35,272 |
Loss from sale of property and equipment |  |  | - |  |  |  | - |  |  |  | 184 |
Share based compensation expenses |  |  | 28,277 |  |  |  | 8,249 |  |  |  | 10,451 |
Revaluation of contingent consideration |  |  | - |  |  |  | - |  |  |  | 3,876 |
Net loss (gain) from financing expenses |  |  | (3,318 | ) |  |  | (454 | ) |  |  | 2,111 |
Decrease in deferred taxes, net |  |  | (3,380 | ) |  |  | (239 | ) |  |  | (359 | )
Accrued interest, net |  |  | 520 |  |  |  | (161 | ) |  |  | (205 | )
Change in operating assets and liabilities: |  |  |  |  |  |  |  |  |  |  |  |
Increase in trade receivables |  |  | (3,294 | ) |  |  | (15,326 | ) |  |  | (29,115 | )
Decrease (increase) in prepaid expenses and other current assets and long-term prepaid expenses |  |  | 17,975 |  |  |  | (24,757 | ) |  |  | (2,461 | )
Increase in trade payable |  |  | 23,434 |  |  |  | 31,622 |  |  |  | 26,926 |
Change in operating lease Right of use assets |  |  | 13,758 |  |  |  | 12,452 |  |  |  | - |
Change in operating Lease liabilities |  |  | (11,679 | ) |  |  | (9,893 | ) |  |  | - |
Increase in accrued expenses and other current liabilities |  |  | 34,344 |  |  |  | 5,224 |  |  |  | 19,636 |
Net cash provided by operating activities |  |  | 139,087 |  |  |  | 18,056 |  |  |  | 76,977 |
Cash flows from investing activities |  |  |  |  |  |  |  |  |  |  |  |
Purchase of property and equipment, including capitalized platform costs |  |  | (17,774 | ) |  |  | (44,328 | ) |  |  | (32,157 | )
Proceeds from sale of property and equipment |  |  | - |  |  |  | - |  |  |  | 455 |
Cash paid in connection with acquisitions (see note 1c) |  |  | (202 | ) |  |  | (3,966 | ) |  |  | - |
Decrease (increase) in restricted deposits |  |  | (104 | ) |  |  | (583 | ) |  |  | 179 |
Decrease (increase) in short-term deposits |  |  | 28,963 |  |  |  | 1,411 |  |  |  | (7,412 | )
Net cash provided by (used in) investing activities |  |  | 10,883 |  |  |  | (47,466 | ) |  |  | (38,935 | )
Cash flows from financing activities |  |  |  |  |  |  |  |  |  |  |  |
Exercise of options |  |  | 2,603 |  |  |  | 991 |  |  |  | 597 |
Payment of contingent consideration |  |  |  |  |  |  | - |  |  |  | (12,753 | )
Net cash provided by (used in) financing activities |  |  | 2,603 |  |  |  | 991 |  |  |  | (12,156 | )
Exchange differences on balances of cash, cash equivalents |  |  | 3,318 |  |  |  | 454 |  |  |  | (2,111 | )
Increase (decrease) in cash, cash equivalents |  |  | 155,891 |  |  |  | (27,965 | ) |  |  | 23,775 |
Cash, cash equivalents - at the beginning of the period |  |  | 86,920 |  |  |  | 114,885 |  |  |  | 91,110 |
Cash, cash equivalents - at end of the period |  | $ | 242,811 |  |  | $ | 86,920 |  |  | $ | 114,885 |

TABOOLA.COM LTD. CONSOLIDATED STATEMENTS OF CASH FLOWS DATA (continued)

U.S. dollars in thousands, except share and per share data

|  | Year ended December 31, |
|  | 2020 |  |  | 2019 |  |  | 2018 |
Supplemental disclosures of cash flow information: |  |  |  |  |  |  |  |  |
Cash paid for income taxes |  | $ | 9,980 |  |  | $ | 7,947 |  |  | $ | 6,146 |
Supplemental disclosures of noncash investing and financing activities: |  |  |  |  |  |  |  |  |  |  |  |
Deferred offering costs incurred during the period included in the Long-term prepaid expenses |  | $ | 2,096 |  |  | $ | - |  |  | $ | - |
Purchase of property, plant and equipment |  | $ | 1,879 |  |  | $ | 3,139 |  |  | $ | 2,032 |
Acquisition of Celltick activity |  | $ | - |  |  | $ | 202 |  |  | $ | - |

Key Financial and Operating Metrics
We regularly monitor a number of metrics in order to measure our current performance and project our future performance. These metrics aid us in developing and refining our growth strategies and making strategic decisions.

​ |  | Year Ended December 31, |
​ |  | 2020 |  |  | 2019 |  |  | 2018 |
​ |  | (dollars in thousands) |
Revenues(a) |  | $ | 1,188,893 |  |  | $ | 1,093,830 |  |  | $ | 909,246 |
ex-TAC Revenues(b)* |  | $ | 382,352 |  |  | $ | 295,829 |  |  | $ | 281,526 |
Net cash Provided by Operating Activities(c) |  | $ | 139,087 |  |  | $ | 18,056 |  |  | $ | 76,977 |
Free Cash Flow(d)* |  | $ | 121,313 |  |  | $ | (26,272 | ) |  | $ | 44,820 |
Net income (loss)(e) |  | $ | 8,493 |  |  | $ | (28,025 | ) |  | $ | 10,661 |
Adjusted EBITDA(f)* |  | $ | 106,193 |  |  | $ | 34,082 |  |  | $ | 66,932 |
Net income (loss) Margin(g) |  |  | 0.7 | % |  |  | (2.6 | )% |  |  | 1.2 | %
Adjusted EBITDA Margin(h)* |  |  | 27.8 | % |  |  | 11.5 | % |  |  | 23.8 | %
Cash, cash equivalents and short-term deposits(i) |  | $ | 242,811 |  |  | $ | 115,883 |  |  | $ | 145,259 |

* | Non-GAAP measure. Refer to “Non-GAAP Financial Measures” below for an explanation and reconciliation to GAAP metrics.

Supplemental Information
Non-GAAP Financial Measures
We are presenting the following non-GAAP financial measures because we use them, among other things, as key measures for our management and board of directors in managing our business and evaluating our performance. We believe they also provide supplemental information that may be useful to investors. The use of these measures may improve comparability of our results over time by adjusting for items that may vary from period to period or not be representative of our ongoing operations.
These non-GAAP measures are subject to significant limitations. Other companies may use similarly titled measures but calculate them differently, which reduces their usefulness as comparative measures. Non-GAAP measures should not be considered in isolation or as a substitute for GAAP measures. They should be considered as supplementary information in addition to GAAP operating and financial performance measures.
ex-TAC Revenues
The following table provides a reconciliation of Revenues to ex-TAC Revenues.

​ |  | Year Ended December 31, |
​ |  | 2020 |  |  | 2019 |  |  | 2018 |
​ |  | (dollars in thousands) |
Revenues |  | $ | 1,188,893 |  |  | $ | 1,093,830 |  |  | $ | 909,246 |
Adjusted to exclude the following: |  |  |  |  |  |  |  |  |  |  |  |
Traffic acquisition cost |  |  | 806,541 |  |  |  | 798,001 |  |  |  | 627,720 |
ex-TAC Revenues |  | $ | 382,352 |  |  | $ | 295,829 |  |  | $ | 281,526 |

Adjusted EBITDA and Adjusted EBITDA Margin
The following table provides a reconciliation of Net income (loss) to Adjusted EBITDA.

​ |  | Year Ended December 31, |
​ |  | 2020 |  |  | 2019 |  |  | 2018 |
​ |  | (dollars in thousands) |
Net income (loss) |  | $ | 8,493 |  |  | $ | (28,025 | ) |  | $ | 10,661 |
Adjusted to exclude the following: |  |  |  |  |  |  |  |  |  |  |  |
Financial expenses |  |  | 2,753 |  |  |  | 3,392 |  |  |  | 1,346 |
Tax expenses |  |  | 14,947 |  |  |  | 4,997 |  |  |  | 5,326 |
Depreciation and amortization |  |  | 33,957 |  |  |  | 39,364 |  |  |  | 35,272 |
Share-based compensation expenses |  |  | 28,277 |  |  |  | 8,249 |  |  |  | 10,451 |
M&A costs(1) |  |  | 17,766 |  |  |  | 6,105 |  |  |  | — |
Revaluation of contingent liability |  |  | — |  |  |  | — |  |  |  | 3,876 |
Adjusted EBITDA |  | $ | 106,193 |  |  | $ | 34,082 |  |  | $ | 66,932 |

(1) | Costs primarily related to the proposed strategic transaction with Outbrain Inc., which we elected not to consummate.

Free Cash Flow
The following table provides a reconciliation of Net cash provided by operating activities to Free Cash Flow.

​ |  | Year Ended December 31, |
​ |  | 2020 |  |  | 2019 |  |  | 2018 |
​ |  | (dollars in thousands) |
Net cash provided by operating activities |  | $ | 139,087 |  |  | $ | 18,056 |  |  | $ | 76,977 |
Purchases of property and equipment, including capitalized platform costs |  |  | 17,774 |  |  |  | 44,328 |  |  |  | 32,157 |
Free Cash Flow |  | $ | 121,313 |  |  | $ | (26,272 | ) |  | $ | 44,820 |

Reconciliation of Net income (loss) to Adjusted EBITDA and Free Cash Flow

​ |  | Year Ended December 31, |
​ |  | 2020 |  |  | 2019 |  |  | 2018 |
​ |  | (dollars in thousands) |
Net income (loss) |  | $ | 8,493 |  |  | $ | (28,025 | ) |  | $ | 10,661 |
Adjusted to exclude the following: |  |  |  |  |  |  |  |  |  |  |  |
Financial expenses |  |  | 2,753 |  |  |  | 3,392 |  |  |  | 1,346 |
Tax expenses |  |  | 14,947 |  |  |  | 4,997 |  |  |  | 5,326 |
Depreciation and amortization |  |  | 33,957 |  |  |  | 39,364 |  |  |  | 35,272 |
Share-based compensation expenses |  |  | 28,277 |  |  |  | 8,249 |  |  |  | 10,451 |
M&A costs(1) |  |  | 17,766 |  |  |  | 6,105 |  |  |  | — |
Revaluation of contingent liability |  |  | — |  |  |  | — |  |  |  | 3,876 |
Adjusted EBITDA |  |  | 106,193 |  |  |  | 34,082 |  |  |  | 66,932 |
Non cash charges |  |  | (6,178 | ) |  |  | (854 | ) |  |  | 1,731 |
Cash charges excluded from Adjusted EBITDA(2) |  |  | (35,466 | ) |  |  | (14,494 | ) |  |  | (6,672 | )
Change in working capital |  |  | 74,538 |  |  |  | (678 | ) |  |  | 14,986 |
Net cash provided by operating activities |  |  | 139,087 |  |  |  | 18,056 |  |  |  | 76,977 |
Purchases of property and equipment, including capitalized platform costs |  |  | (17,774 | ) |  |  | (44,328 | ) |  |  | (32,157 | )
Free Cash Flow |  | $ | 121,313 |  |  | $ | (26,272 | ) |  | $ | 44,820 |

| (1) | Costs primarily related to the proposed strategic transaction with Outbrain Inc., which we elected not to consummate.

| (2) | Financial and Tax expenses, M&A costs and revaluation of contingent liability.

| (a) | We generate substantially all of our Revenues from advertisers. We enter into commercial arrangements with advertisers defining the terms of our service and the basis for our charges. Generally, our charges are based on a CPC or CPM basis. For campaigns priced on a CPC basis, we recognize these Revenues when a user clicks on an advertisement we deliver. For campaigns priced on a CPM basis, we recognize these Revenues when an advertisement is displayed.

| (b) | We calculate ex-TAC Revenues, a non-GAAP measure, as Revenues excluding Traffic acquisition cost. Traffic acquisition cost, a component of Cost of revenues, are what we must pay digital properties to obtain the right to place advertising on their websites. This includes digital property compensation for placing Taboola’s platform on their digital property and cost for advertising impressions purchased from real-time advertising exchanges and other third parties. We believe that ex-TAC Revenues is useful because excluding TAC can better reflect the revenue that ultimately flows to us. We use ex-TAC Revenues as part of our business planning, for example decisions regarding the timing and amount of investments. Our use of ex-TAC Revenues has limitations as an analytical tool and you should not consider it in isolation, or as a substitute or superior to Gross Profit, which is the most comparable GAAP metric.

| (c) | Net cash provided by operating activities is our Net income (loss) adjusted for non-cash charges and net cash provided by changes in our working capital.

| (d) | We calculate Free Cash Flow, a non-GAAP measure, as Net cash provided by operating activities minus purchases of property and equipment, including capitalized platform costs. We believe that Free Cash Flow is useful to provide management and others with information about the amount of cash generated from our operations that can be used for strategic initiatives, including investing in our business, making strategic acquisitions, and strengthening our balance sheet. We expect our Free Cash Flow to fluctuate in future periods as we invest in our business to support our plans for growth. Our use of Free Cash Flow has limitations as an analytical tool and you should not consider it in isolation, or as a substitute or superior to Net cash provided by operating activities, which is the most comparable GAAP metric.

| (e) | Net income (loss) is calculated as presented on our consolidated statement of income (loss) for the periods presented.

| (f) | We calculate Adjusted EBITDA, a non-GAAP measure, as Net income (loss) before net financial expenses, income tax provision and depreciation and amortization, further adjusted to exclude share-based compensation and other noteworthy income and expense items such as certain merger or acquisition related costs, which may vary from period-to-period. We believe that Adjusted EBITDA is useful because it allows us and others to measure our performance without regard to items such as share-based compensation expense, depreciation and interest expense and other items that can vary substantially depending on our financing and capital structure, and the method by which assets are acquired. We use Adjusted EBITDA and GAAP financial measures for planning purposes, including the preparation of our annual operating budget, as a measure of performance and the effectiveness of our business strategies, and in communications with our board of directors. We may also use Adjusted EBITDA as a metric for determining payment of cash or other incentive compensation. Our use of Adjusted EBITDA has limitations as an analytical tool and you should not consider it in isolation, or as a substitute or superior to Net income (loss), which is the most comparable GAAP metric.

| (g) | Net income (loss) Margin is Net income (loss) divided by Revenues.

| (h) | We calculate Adjusted EBITDA Margin, a non-GAAP measure, as Adjusted EBITDA divided by ex-TAC Revenues. The Adjusted EBITDA Margin is subject to the same adjustments as described for Adjusted EBITDA. Our use of Adjusted EBITDA Margin has limitations as an analytical tool and you should not consider it in isolation, or as a substitute or superior to Net income (loss) Margin, which is the most comparable GAAP metric.

| (i) | Cash equivalents are short-term highly liquid investments that are readily convertible to cash with original maturities of three months or less. Short-term deposits are bank deposits with maturities of more than three months but less than one year.