Holders of Ordinary shares have the right to receive notice of, and to participate in, all general meetings of the Company, where each Ordinary share shall have one vote. Each holder has the right to receive dividends, if any, in proportion to their respective Ordinary share holdings. In the event of Taboola’s liquidation, after satisfaction of liabilities to creditors, Company assets will be distributed to the holders of its Ordinary shares in proportion to their shareholdings.

On December 30, 2022, in connection with the Yahoo transaction, the Company’s shareholders approved an amendment and restatement to the Articles to include a Non-voting Ordinary share class with an authorized share capital of 46,000,000. In January 2023 the Company issued 45,198,702 Non-voting Ordinary shares to Yahoo. The Non-voting Ordinary shares are not entitled to vote, except in limited circumstances as provided in the Articles. Other than the voting rights, the rights to receive notice of meetings of shareholders and limited circumstances as described in the Company’s Articles, the Non-voting Ordinary shares will have rights identical to the rights of Ordinary shares as described above (see Note 1d).

Under the Plans, the Company’s employees, directors, consultants and/or contractors are or were eligible to be granted equity-related awards, including options to acquire the Company’s Ordinary shares, restricted share units (“RSUs”) and restricted shares.

The equity related awards generally vest over 4 years and expire 10 years after the date of grant. Most of the RSUs granted prior to June 30, 2021, were subject to a two-tiered vesting arrangement, including a time-based vesting component which is generally over 4 years, and an additional vesting condition of a Merger/Sale or IPO being consummated within 5 years of the grant. RSUs granted under 2021 Plan, following the Company becoming publicly traded, are subject to a time-based vesting condition and in general vest over 4 years of the grant.

As of December 31, 2023, the maximum number of the Company’s Ordinary shares available for issuance under the 2021 Plan is equal to the sum of (i) 31,932,902 Ordinary shares, (ii) any shares subject to awards under the Legacy Plans which have expired, or were canceled, terminated, forfeited or settled in cash in lieu of issuance of shares or become unexercisable without having been exercised, and (iii) an annual increase on the first day of each year beginning in 2022 and on January 1 of each calendar year thereafter during the term of the 2021 Plan, equal to the lesser of (A) 5% of the outstanding shares on the last day of the immediately preceding calendar year and (B) such amount as determined by the Company’s board of directors if so determined prior to January 1 of a calendar year.

As of December 31, 2023, the maximum number of the Company’s Ordinary shares available for issuance under the ESPP shall not exceed in the aggregate 6,386,580 Ordinary shares. The ESPP share pool will be increased on the first day of each fiscal year during the term of the ESPP in an amount equal to the lesser of (i) 6,386,580 the Company’s ordinary shares, (ii) 2% of the total number of shares of the Ordinary shares outstanding (on a fully diluted basis) on the last day of the immediately preceding fiscal year, and (iii) such amount as determined by the Company’s board of directors if so determined prior to January 1 of a calendar year. As of December 31, 2023, the ESPP has not been activated and no Ordinary shares had been issued under the ESPP, therefore in the last two years the Company’s board of directors decided to disable the automatic enlargement feature included in the ESPP, as described above.

For the years ended December 31, 2023, 2022 and 2021, the Company utilized the net issuance mechanism in connection with equity-based compensation for certain Office Holders, which resulted in a tax withholding payment by the Company of $3,804, $5,751 and $6,152, respectively, which were recorded as a reduction of additional paid-in capital.

The following is a summary of share option activity and related information for the year ended December 31, 2023 (including employees, directors, officers and consultants of the Company):

	Outstanding Share Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value
Balance as of December 31, 2022		35,488,179		$	3.08		6.72	$	40,516
Exercised		(5,610,638	)		1.30
Forfeited		(586,256	)		5.91
Balance as of December 31, 2023		29,291,285		$	3.35		5.27	$	57,118
Exercisable as of December 31, 2023		24,738,145		$	2.78		4.89	$	53,284

The aggregate intrinsic value in the table above represents the total intrinsic value that would have been received by the option holders had all option holders exercised their options on the last date of the period.

As of December 31, 2023, unrecognized share-based compensation cost related to unvested share options was $13,614, which is expected to be recognized over a weighted-average period of 1.45 years.

	Outstanding Restricted shares Unit			Weighted Average Grant Date Fair Value
Balance as of December 31, 2022		23,521,009		$	6.60
Granted		13,384,846			3.54
Vested (1)		(10,478,099	)		5.78
Forfeited		(2,948,448	)		5.72
Balance as of December 31, 2023		23,479,308		$	5.13

(1) A portion of the shares that vested were netted out to satisfy the tax obligations of the recipients. During the year ended December 31, 2023, a total of 1,164,891 RSUs were canceled to satisfy tax obligations, resulting in net issuance of 1,164,873 Ordinary shares.

As of December 31, 2023, unrecognized share-based compensation cost related to unvested RSUs was $98,807, which is expected to be recognized over a weighted-average period of 2.5 years.

The total share-based compensation expense related to all of the Company’s share-based awards recognized for the years ended December 31, 2023, 2022 and 2021, were comprised as follows:

	Year ended December 31,
	2023		2022		2021
Cost of revenues	$	3,924	$	3,092	$	1,891
Research and development		24,471		26,433		29,022
Sales and marketing		16,397		22,615		44,834
General and administrative		19,539		22,781		52,210
Total share-based compensation expense	$	64,331	$	74,921	$	127,957

In October 2020, the Company granted 10,314,654 Restricted Share Units and 5,157,327 options to acquire Ordinary shares of the Company at a zero-exercise price to certain executives. The restricted share units were subject to multiple vesting conditions: time-based vesting and an additional condition that a Triggering Event be consummated no later than December 31, 2021. The Triggering Event is defined as, among other things, the Company’s shares becoming publicly traded, or a sale of the Company, or a merger of the Company with another company.

If the Triggering Event is not consummated by such date, the RSUs are forfeited. The Triggering Event occurred on June 30, 2021, as a result of the Company’s shares becoming publicly traded on that date.

The time-based vesting condition for 6,598,489 RSUs was considered to have been satisfied as of the date of grant, and the remainder satisfies the time-based condition on a monthly basis over 24 months from the date of grant, conditioned on continued service to the Company. Of the options granted, 1,441,162 options were fully vested as of the grant date, 1,858,083 vested in a lump sum on December 31, 2021, and the remainder vest on a monthly basis over 24 months from the date of grant, conditioned on continued service to the Company.

In May 2023, the Company’s board of directors authorized a share buyback program for the repurchase of up to $40,000 of the Company’s outstanding Ordinary shares, with no expiration date (the “Buyback Program”). In November 2023, the Company’s board of directors authorized up to an additional $40,000 of buybacks under the Buyback Program. As permitted by the Buyback Program, share repurchases may be made from time to time, in privately negotiated transactions or in the open market, including through trading plans, at the discretion of the Company’s management and as permitted by securities laws and other legal requirements.

The Buyback Program does not obligate the Company to repurchase any specific number of shares and may be discontinued, modified or suspended at any time. The Buyback Program commenced in June 2023 and during the year ended December 31, 2023, the Company repurchased 15,240,471 Ordinary shares at an average price of $3.62 per share (excluding broker and transaction fees of $367). As of December 31, 2023, the Company had remaining authorization to repurchase up to an aggregate amount of $24,854, which has been mostly utilized subsequent to the balance sheet date.

Subsequent to December 31, 2023, in February 2024, the Company’s board of directors authorized up to $100,000 for use under the Buyback Program, including any remaining authority from the November 2023 board of directors authorization, subject to obtaining any required Israeli court approvals.