Exhibit 10.4


 


June
24, 2021


 


ION
Acquisition Corp 2 Ltd.

89 Medinat Hayehudim Street

Herzliya 4676672, Israel


 


Innovid,
Inc.

30 Irving Place, 12th floor

New York, NY 10003

Attention: Nabilah Irshad

Email: nabilah@innovid.com


 


Re:
Company Stockholder Support Agreement


 


Ladies
and Gentlemen:


 


This
letter agreement (this “Company Stockholder Support Agreement”) is being delivered to ION Acquisition Corp 2 Ltd.,
a Cayman Islands exempted company limited by shares (which shall migrate to and domesticate as a Delaware corporation prior to the Closing
(as defined in the Merger Agreement)) (together with its successor, “Acquiror”), and Innovid, Inc., a Delaware corporation
(the “Company”), by the party listed on the signature pages hereto as a “Stockholder” (the “Stockholder”)
in connection with that certain Agreement and Plan of Merger, dated as of the date hereof, by and among Acquiror, the Company, and the
other parties thereto (the “Merger Agreement”) and the transactions contemplated thereby (including the PIPE Investment,
the “Business Combination”). Certain capitalized terms used herein are defined in Section 8 hereof. Capitalized
terms used but not otherwise defined herein have the respective meanings ascribed to such terms in the Merger Agreement.


 


As
of the date hereof, the Stockholder is the owner of record and Beneficially Owns (as defined below) the shares of Company Capital Stock
identified on Schedule A hereto (collectively, the “Covered Shares”).


 


Unless
the context of this Company Stockholder Support Agreement otherwise requires, (i) words of any gender include each other gender, (ii)
words using the singular or plural number also include the plural or singular number, respectively, (iii) the terms “hereof,”
“herein,” “hereby,” “hereto” and derivative or similar words refer to this entire Company Stockholder
Support Agreement, (iv) the terms “Section” and “Schedule” refer to the specified Section or Schedule of or to
this Company Stockholder Support Agreement unless otherwise specified, (v) the word “including” shall mean “including
without limitation,” (vi) the word “or” shall be disjunctive but not exclusive and have the meaning represented by
the term “and/or”, and (vii) the phrase “to the extent” means the degree to which a subject matter or other thing
extends, and such phrase shall not mean simply “if”.


 


In
order to induce the Company and Acquiror to enter into the Merger Agreement and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Stockholder hereby agrees with the Company and, at all times prior to any valid
termination of this Company Stockholder Support Agreement, Acquiror as follows:


 


		1.	Subject
                                            to the provisions of Sections 21-24, the Stockholder agrees that it, he or she shall, at
                                            any meeting of the stockholders of the Company (whether annual or special, however called
                                            and including any adjournment or postponement thereof) or in any other circumstance in which
                                            the vote, consent or other approval of the stockholders of the Company is sought:



 


		(a)	vote
                                            all Covered Shares owned by it, him or her in favor of the Business Combination;



 


		(b)	appear
                                            at such meeting or otherwise cause such Covered Shares to be counted as present thereat for
                                            the purpose of establishing a quorum;



 




     


     


    

 


		(c)	vote
                                            (or execute and return an action by written consent), or cause to be voted, or validly execute
                                            and return and cause such consent to be granted with respect to, all of such Covered Shares
                                            against any Company Alternative Transaction or any other action that would reasonably be
                                            expected to materially frustrate the purposes of or impede, interfere with, delay, postpone
                                            or adversely affect the First Merger or any of the other transactions contemplated by the
                                            Merger Agreement or result in a breach of any covenant, representation or warranty or other
                                            obligation or agreement of the Company under the Merger Agreement or any other agreement
                                            entered into by the Company or the Stockholder in connection with the Business Combination
                                            or result in any of the conditions set forth in Article IX of the Merger Agreement not being
                                            fulfilled, result in a breach of any covenant, representation or warranty or other obligation
                                            or agreement of the Stockholder contained in this Company Stockholder Support Agreement or
                                            change in any manner the dividend policy or capitalization of, including the voting rights
                                            of, any Company Capital Stock;



 


		(d)	vote
                                            (or execute and return an action by written consent), or cause to be voted, or validly execute
                                            and return and cause such consent to be granted with respect to, all of such Covered Shares
                                            against any change in business, management or board of directors of the Company or any recapitalization,
                                            reorganization, liquidation or winding up of the Company (other than in connection with the
                                            Business Combination as contemplated by the Transaction Agreements); and



 


		(e)	not
                                            redeem, or seek to redeem, any Covered Shares owned by it, him or her in connection with
                                            the Company Stockholder Approval or otherwise.



 


Subject
to the provisions of Sections 21-24, the obligations of the Stockholder specified in this Section 1 shall apply whether or not
the First Merger or any action described above is recommended by the board of directors of the Company or if the board of directors of
the Company has changed, withdrawn, withheld, amended, qualified or modified, or (privately or publicly) proposed to change, withdraw,
withhold, amend, qualify or modify the Company Board Recommendation; provided that nothing herein shall amend, limit or otherwise
modify any right or obligation contained in the Merger Agreement.


 


Subject
to the provisions of Sections 21-24, from and after the date hereof until the valid termination of this Company Stockholder Support Agreement
in accordance with its terms, the Stockholder shall not, without the prior written consent of Acquiror (not to be unreasonably withheld,
conditioned or delayed), grant any proxy, consent or power of attorney, or enter into any voting trust or other agreement or arrangement,
in each case with respect to the voting of any Covered Shares and with respect to any vote on the approval and adoption of the Merger
Agreement or any other matters set forth in this Section 1 that is inconsistent with such Person’s obligations under this
Company Stockholder Support Agreement.


 


		2.	Subject
                                            to the provisions of Sections 21-24, the Stockholder hereby agrees and acknowledges that
                                            prior to any valid termination of this Company Stockholder Support Agreement, Acquiror would
                                            be irreparably injured in the event of a breach by the Stockholder of its, his or her obligations
                                            under Section 1 or Section 3, as applicable, of this Company Stockholder
                                            Support Agreement. Further, monetary damages would not be an adequate remedy for any breach
                                            described in the foregoing sentence and the non-breaching parties shall be entitled to an
                                            injunction, specific performance or other equitable relief, in addition to any other remedy
                                            that such parties may have in law or in equity, in the event of any such breach (without
                                            providing any bond or other security in connection with any such remedy). The Stockholder
                                            hereby agrees that it, he or she will not allege, and hereby waives the defense, that Acquiror
                                            or the Company, as applicable, has an adequate remedy at law or that an award of specific
                                            performance is not an appropriate remedy for any reason at law or equity.



 


		3.	Transfers.



 


		(a)	The
                                            Stockholder shall not Transfer any Covered Shares until the earlier of (i) without limiting
                                            Section 3(b), the consummation of the Closing (the “Effective Time”)
                                            or (ii) the valid termination of this Company Stockholder Support Agreement in accordance
                                            with its terms; provided, however, that such Transfer shall be permitted (x) as required
                                            or expressly contemplated by the Merger Agreement or any other Transaction Agreements, or
                                            (y) in accordance with Section 3(c).



 




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		(b)	In
                                            the event the Business Combination is consummated, the Stockholder shall not Transfer any
                                            Equity Securities of the Acquiror Beneficially Owned or held by it, him or her immediately
                                            following the Effective Time (the “Covered Acquiror Securities”) until
                                            the Lock-Up Termination Date. “Lock-Up Termination Date” means the date
                                            that is one hundred eighty days after the Closing Date.



 


		(c)	Notwithstanding
                                            the provisions set forth in Section 3(a) or Section 3(b), Transfers of the
                                            Covered Shares or the Covered Acquiror Securities (as applicable) that are held by the Stockholder
                                            or any of its permitted transferees (that have complied with this Section 3(c)), are
                                            permitted (i) to the Company’s officers or directors, any Affiliate or any immediate
                                            family member of any of the Company’s officers or directors or any members or partners
                                            of the Stockholder or their respective Affiliates, or any Affiliates of the Stockholder;
                                            (ii) in the case of an individual, by gift to a member of such individual’s immediate
                                            family or to a trust, the beneficiary of which is a member of such individual’s immediate
                                            family, an Affiliate of such individual, or to a charitable organization; (iii) in the case
                                            of an individual, by virtue of laws of descent and distribution upon death of such individual;
                                            (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v)
                                            to a nominee or custodian of a Person to whom a Transfer would be permitted under clauses
                                            (i) through (iv) above; or (vi) to Acquiror, the Company, or the Sponsor; provided,
                                            however, that in each case of clauses (i) through (v), these permitted transferees
                                            must, before any such Transfer is effected, enter into a written agreement with the Company
                                            and Acquiror agreeing to be bound by this Company Stockholder Support Agreement (including
                                            provisions relating to voting, the Trust Account, transfer restrictions, and liquidating
                                            distributions).



 


		4.	The
                                            Stockholder hereby agrees that, during the period commencing on the date hereof and ending
                                            upon the valid termination of this Company Stockholder Support Agreement in accordance with
                                            its terms, without the prior written consent of Acquiror, the Stockholder shall not and shall
                                            instruct its Representatives acting on its behalf not to, directly or indirectly, solicit
                                            or initiate, engage in or enter into discussions, negotiations or transactions with, or knowingly
                                            encourage, or provide any information to, any Person (other than Acquiror and its Representatives)
                                            or enter into or deliver any agreement (including confidentiality agreement, letter of intent,
                                            term sheet, indication of interest, indicative proposal or other agreement or instrument),
                                            in each case concerning any Company Alternative Transaction; provided, that, the execution,
                                            delivery and performance of the Merger Agreement and the other Transaction Agreements and
                                            the consummation of the Transactions shall not be deemed a violation of this Section 4
                                            or Section 8.03(a) of the Merger Agreement; and provided, further, that the Stockholder
                                            shall as promptly as practicable advise Acquiror of any inquiry or proposal regarding a Company
                                            Alternative Transaction it or its Representatives may receive following the date hereof (including
                                            the terms related thereto) and shall immediately discontinue any and all discussions or negotiations
                                            relating to any Company Alternative Transaction.



 


		5.	Solely
                                            in connection with and only for the purpose of the First Merger, to the extent not prohibited
                                            by applicable Law, the Stockholder hereby irrevocably and unconditionally waives and agrees
                                            not to assert, claim or perfect any rights of appraisal in connection with or rights to dissent
                                            from the First Merger that the Stockholder may have by virtue of ownership of the Covered
                                            Shares.



 


		6.	The
                                            Stockholder hereby represents and covenants that it has not entered into, and, prior to the
                                            valid termination of this Company Stockholder Support Agreement in accordance with its terms,
                                            shall not enter into, any Contract that could restrict, limit or interfere with the performance
                                            of the Stockholder’s obligations hereunder.



 


		7.	The
                                            Stockholder currently, and as of the Closing will, Beneficially Own all of the outstanding
                                            Covered Shares, except in connection with the Secondary Sale or for those Covered Shares
                                            Beneficially Owned by a permitted transferee in accordance with Section 3(c). The
                                            Covered Shares Beneficially Owned by the Stockholder as of the date hereof are set forth
                                            on Schedule A hereto. As of the date of this Company Stockholder Support Agreement,
                                            neither the Stockholder nor any of its Affiliates Beneficially Own any Company Capital Stock
                                            except as set forth on Schedule A and except for any equity awards granted under the
                                            Company Incentive Plan.



 




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		8.	As
                                            used herein, (i) “Beneficially Own” has the meaning ascribed to it in
                                            Section 13(d) of the Securities Exchange Act; and (ii) “Transfer” means
                                            the (a) sale or assignment of, offer to sell, contract or agreement to sell, hypothecate,
                                            pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of,
                                            in each case, directly or indirectly, or establishment or increase of a put equivalent position
                                            or liquidation with respect to or decrease of a call equivalent position within the meaning
                                            of Section 16 of the Exchange Act and the rules and regulations of the SEC promulgated thereunder
                                            with respect to any security, (b) entry into any swap or other arrangement that transfers
                                            to another, in whole or in part, any of the economic consequences of ownership of, or interest
                                            in, any security, whether any such transaction is to be settled by delivery of such securities,
                                            in cash or otherwise, or (c) public announcement of any intention to effect any transaction
                                            specified in clause (a) or (b).



 


		9.	This
                                            Company Stockholder Support Agreement and the other agreements referenced herein constitute
                                            the entire agreement and understanding of the parties hereto in respect of the subject matter
                                            hereof and supersede all prior understandings, agreements, or representations by or among
                                            the parties hereto, written or oral, to the extent they relate in any way to the subject
                                            matter hereof or the transactions contemplated hereby, including, without limitation, with
                                            respect to the Stockholder. This Company Stockholder Support Agreement may not be changed,
                                            amended, modified or waived as to any particular provision, except by a written instrument
                                            executed by Acquiror, the Company and the Stockholder.



 


		10.	No
                                            party hereto may assign either this Company Stockholder Support Agreement or any of its rights,
                                            interests or obligations hereunder, other than in conjunction with transfers expressly permitted
                                            by Section 3 (and subject to the terms thereof), without the prior written consent
                                            of the other parties. Any purported assignment in violation of this Section 10 shall
                                            be void and ineffectual and shall not operate to transfer or assign any interest or title
                                            to the purported assignee or transferee. This Company Stockholder Support Agreement shall
                                            be binding on the Stockholder, Acquiror and the Company and their respective successors,
                                            heirs and permitted assigns or transferees.



 


		11.	Nothing
                                            in this Company Stockholder Support Agreement shall be construed to confer upon, or give
                                            to, any Person or corporation other than the parties hereto any right, remedy or claim under
                                            or by reason of this Company Stockholder Support Agreement or of any covenant, condition,
                                            stipulation, promise or agreement hereof. All covenants, conditions, stipulations, promises
                                            and agreements contained in this Company Stockholder Support Agreement shall be for the sole
                                            and exclusive benefit of the parties hereto and their successors, heirs, personal representatives
                                            and permitted assigns or transferees.



 


		12.	This
                                            Company Stockholder Support Agreement may be executed in any number of original, electronic
                                            or facsimile counterparts and each of such counterparts shall for all purposes be deemed
                                            to be an original, and all such counterparts shall together constitute but one and the same
                                            instrument.



 


		13.	This
                                            Company Stockholder Support Agreement shall be deemed severable, and the invalidity or unenforceability
                                            of any term or provision hereof shall not affect the validity or enforceability of this Company
                                            Stockholder Support Agreement or of any other term or provision hereof. Furthermore, in lieu
                                            of any such invalid or unenforceable term or provision, the parties hereto intend that there
                                            shall be added as a part of this Company Stockholder Support Agreement a provision as similar
                                            in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.



 


		14.	This
                                            Company Stockholder Support Agreement, and all Actions or causes of action based upon, arising
                                            out of, or related to this Company Stockholder Support Agreement or the transactions contemplated
                                            hereby, shall be governed by, and construed in accordance with, the internal substantive
                                            Laws of the State of Delaware applicable to contracts entered into and to be performed solely
                                            within such state, without giving effect to principles or rules of conflict of laws to the
                                            extent such principles or rules would require or permit the application of Laws of another
                                            jurisdiction. Any Action based upon, arising out of or related to this Company Stockholder
                                            Support Agreement or the transactions contemplated hereby shall be brought in the Delaware
                                            Court of Chancery, and if the Delaware Court of Chancery does not have or take jurisdiction
                                            over such Action, any other federal or state courts located in the State of Delaware, and
                                            each of the parties irrevocably submits to the exclusive jurisdiction of each such court
                                            in any such Action, waives any objection it may now or hereafter have to personal jurisdiction,
                                            venue or to convenience of forum, agrees that all claims in respect of the Action shall be
                                            heard and determined only in any such court, and agrees not to bring any Action arising out
                                            of or relating to this Company Stockholder Support Agreement or the transactions contemplated
                                            hereby in any other court. Nothing herein contained shall be deemed to affect the right of
                                            any party to serve process in any manner permitted by Law or to commence legal proceedings
                                            or otherwise proceed against any other party in any other jurisdiction, in each case, to
                                            enforce judgments obtained in any Action brought pursuant to this Section 14.
                                            EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION
                                            BASED UPON, ARISING OUT OF OR RELATED TO THIS COMPANY STOCKHOLDER SUPPORT AGREEMENT OR THE
                                            TRANSACTIONS CONTEMPLATED HEREBY.



 




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		15.	Any
                                            notice, consent or request to be given in connection with any of the terms or provisions
                                            of this Company Stockholder Support Agreement shall be in writing and shall be sent or given
                                            in accordance with the terms of Section 11.02 of the Merger Agreement to the applicable party
                                            at its principal place of business or if to the Stockholder, to the address of such Stockholder
                                            as indicated on such Stockholder’s signature page hereto.



 


		16.	This
                                            Company Stockholder Support Agreement shall terminate upon the earlier to occur of (i) the
                                            Closing (other than Section 3(b), which shall remain in full force and effect), (ii)
                                            the valid termination of the Merger Agreement in accordance with its terms, or (iii) the
                                            mutual agreement of the parties hereto. In the event of a valid termination of the Merger
                                            Agreement in accordance with its terms, this Company Stockholder Support Agreement shall
                                            be of no force and effect. No such termination shall relieve the Stockholder or Acquiror
                                            from any liability resulting from a breach of this Company Stockholder Support Agreement
                                            occurring prior to such termination.



 


		17.	The
                                            Stockholder hereby represents and warrants to Acquiror and the Company as follows: (i) if
                                            the Stockholder is not an individual, it is duly organized, validly existing and in good
                                            standing under the laws of the jurisdiction in which it is organized, and the Stockholder
                                            has all necessary power and authority to execute, deliver and perform this Company Stockholder
                                            Support Agreement and consummate the transactions contemplated hereby; (ii) if the Stockholder
                                            is an individual, such Person has full legal capacity, right and authority to execute and
                                            deliver this Company Stockholder Support Agreement and to perform his or her obligations
                                            hereunder; (iii) this Company Stockholder Support Agreement has been duly executed and
                                            delivered by the Stockholder and, assuming due authorization, execution and delivery by the
                                            other parties to this Company Stockholder Support Agreement, this Company Stockholder Support
                                            Agreement constitutes a legally valid and binding obligation of the Stockholder, enforceable
                                            against the Stockholder in accordance with the terms hereof (subject to the Enforceability
                                            Exceptions); (iv) the execution and delivery of this Company Stockholder Support Agreement
                                            by the Stockholder does not, and the performance by the Stockholder of his, her or its obligations
                                            hereunder will not, (A) if the Stockholder is not an individual, conflict with or result
                                            in a violation of the Organizational Documents of the Stockholder, or (B) require any consent
                                            or approval that has not been given or other action that has not been taken by any third
                                            party (including under any Contract binding upon the Stockholder or the Stockholder’s
                                            Covered Shares), in each case, to the extent such consent, approval or other action would
                                            prevent, enjoin or materially delay the performance by the Stockholder of his, her or its
                                            obligations under this Company Stockholder Support Agreement; (v) there are no Actions
                                            pending against the Stockholder or, to the knowledge of the Stockholder, threatened against
                                            the Stockholder, before (or, in the case of threatened Actions, that would be before) any
                                            arbitrator or any Governmental Authority, which in any manner challenges or seeks to prevent,
                                            enjoin or materially delay the performance by the Stockholder of its, his or her obligations
                                            under this Company Stockholder Support Agreement; (vi) except for fees described on
                                            Schedule 4.21 of the Company Disclosure Schedules, no financial advisor, investment banker,
                                            broker, finder or other similar intermediary is entitled to any fee or commission from the
                                            Stockholder or any of its Subsidiaries or any of their respective Affiliates in connection
                                            with the Merger Agreement or this Company Stockholder Support Agreement or any of the respective
                                            transactions contemplated thereby and hereby, in each case, based upon any arrangement or
                                            agreement made by or, to the knowledge of the Stockholder, on behalf of the Stockholder,
                                            for which Acquiror, the Company or any of their respective Affiliates would have any obligations
                                            or liabilities of any kind or nature; (vii) the Stockholder has had the opportunity
                                            to read the Merger Agreement and this Company Stockholder Support Agreement and has had the
                                            opportunity to consult with its tax and legal advisors; (viii) the Stockholder has not
                                            entered into, and shall not enter into, any agreement that would restrict, limit or interfere
                                            with the performance of the Stockholder’s obligations hereunder; (ix) the Stockholder
                                            has good title to all Covered Shares, and there exist no Liens or any other limitation or
                                            restriction affecting ownership (including, without limitation, any restriction on the right
                                            to sell or otherwise dispose of such Covered Shares (other than transfer restrictions under
                                            the Securities Act)) affecting any such Covered Shares, other than pursuant to (A) this Company
                                            Stockholder Support Agreement, (B) the Organizational Documents of Stockholder, (C) the Organizational
                                            Documents of the Company, (D) the Merger Agreement, and (E) the Affiliate Agreements listed
                                            on Schedule 4.22 of the Company Disclosure Schedules; and (x) the Covered Shares identified
                                            on Schedule A are the only shares of Company Capital Stock Beneficially Owned or of
                                            record by the Stockholder as of the date hereof, and the Stockholder is not subject to any
                                            proxy, voting trust or other agreement or arrangement with respect to the voting of such
                                            Covered Shares, except as provided in this Company Stockholder Support Agreement, the Organizational
                                            Documents of the Company, and the Affiliate Agreements listed on Schedule 4.22 of the Company
                                            Disclosure Schedules.



 




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		18.	If,
                                            and as often as, (a) there are any changes in any Equity Securities of the Company by way
                                            of stock split, stock dividend, combination or reclassification, or through merger, consolidation,
                                            reorganization, recapitalization or business combination, or by any other similar means that
                                            result in the Stockholder acquiring new shares of Company Capital Stock, (b) the Stockholder
                                            purchases or otherwise acquires beneficial ownership of any shares of Company Capital Stock
                                            after the date of this Company Stockholder Support Agreement, or (c) the Stockholder acquires
                                            the right to vote or share in the voting of any shares of Company Capital Stock after the
                                            date of this Company Stockholder Support Agreement (such shares of Company Capital Stock
                                            in clauses (a) through (c), the “New Securities”), then, in each case,
                                            such New Securities acquired or purchased by the Stockholder shall be subject to the terms
                                            of this Company Stockholder Support Agreement to the same extent as if they constituted Covered
                                            Shares of the Stockholder as of the date hereof. Nothing in this Section 18 shall
                                            limit, restrict or modify any liability or other obligation of the Company under the Merger
                                            Agreement.



 


		19.	Each
                                            of the parties hereto agrees to execute and deliver hereafter any further document, agreement
                                            or instrument of assignment, transfer or conveyance as may be necessary or desirable to effectuate
                                            the purposes hereof and as may be reasonably requested in writing by another party hereto.



 


		20.	Notwithstanding
                                            any provision of this Company Stockholder Support Agreement to the contrary, the Stockholder
                                            does not make any agreement or understanding in this Company Stockholder Support Agreement
                                            in his or her capacity as a director or officer of the Company (if such Stockholder holds
                                            such office). Nothing in this Agreement shall affect or otherwise modify the rights and obligations
                                            of the Stockholder in his or her capacity as a director or officer of the Company.



 


		21.	Notwithstanding
                                            any provision of this Company Stockholder Support Agreement to the contrary, except to the
                                            extent consented to in writing by the Stockholder, the Stockholder in its sole discretion
                                            may terminate this Company Stockholder Support Agreement following any material modification
                                            or amendment to, or the waiver of any provision of, the Business Combination Agreement, as
                                            in effect on the date hereof, (i) that reduces the amount or changes the form of consideration
                                            payable to the Stockholder, (ii) in a manner that would violate Article X of the Business
                                            Combination Agreement (as in effect on the date hereof), (iii) if such amendment, modification
                                            or waiver would (x) be adverse to (A) the Stockholder relative to any Other Stockholders,
                                            or (B) the class of stock in the Company such Stockholder holds relative to any other class
                                            of stock in the Company (in each case, without the Stockholder’s prior written consent)
                                            or (y) alters the consideration to be received by the Stockholder in the Business Combination
                                            or in the Secondary Sale, including the Stockholder receiving consideration other than as
                                            set forth below in Section 24; or (iv) results in the Merger being consummated when the Available
                                            Closing Acquiror Cash is less than $250 million.



 


		22.	Notwithstanding
                                            any provision of this Company Stockholder Support Agreement to the contrary, except to the
                                            extent consented to in writing by the Stockholder, the Company shall prepare a detailed schedule
                                            of the consideration to be paid to the Stockholder (the “Allocation Schedule”)
                                            and agrees to provide the Stockholder a copy of the proposed Allocation Schedule at least
                                            five days prior to delivery to Acquiror and reasonably cooperate with and consult with Stockholder
                                            with respect to the Allocation Schedule.  The Company agrees that the Allocation Schedule
                                            shall be prepared in accordance with the Company Organizational Documents. Further, the Company
                                            and Acquiror covenant and agree that in the event that the Business Combination is consummated,
                                            the Stockholder will receive at least the consideration set forth on Schedule B hereto.



 




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		23.	Notwithstanding
                                            any provision of this Company Stockholder Support Agreement to the contrary, except to the
                                            extent consented to in writing by the Stockholder, the Company and Acquiror hereby covenant
                                            and agree not to amend, modify or waive any provision of the Business Combination Agreement,
                                            as in effect on the date hereof or any schedule thereto (including the Allocation Schedule
                                            once delivered) (i) that reduces the amount or changes the form of consideration payable
                                            to such Stockholder, (ii) in a manner that would violate Article X of the Merger Agreement
                                            (as in effect on the date hereof); (iii) if such amendment, modification or waiver would
                                            be materially adverse to (A) the Stockholder relative to Other Stockholders, (B) the class
                                            of stock in the Company such Stockholder holds relative to any other class of stock in the
                                            Company or (C) alters the consideration to be received by the Stockholder in the Business
                                            Combination or in the Secondary Sale, including the Stockholder receiving consideration other
                                            than as set forth below in Section 24; or (iv) results in the Merger being consummated when
                                            the Available Closing Acquiror Cash is less than $250 million.



 


		24.	Subject
                                            to the provisions of Section 1-4, the Company and Acquiror agrees that the holders of Series
                                            F Preferred Stock (as defined in the Tenth Amended and Restated Certificate of Incorporation
                                            of the Company) as a group (the “F Holders”) shall be allocated a portion
                                            of the Secondary Sale Amount (“Allocated Portion”) based on the Available
                                            Closing Acquiror Cash, as set forth on Schedule B attached hereto, which Allocated
                                            Portion shall be allocated among the F Holders pro rata based on the number of shares of
                                            Series F Preferred Stock held thereby. Within the Available Closing Acquiror Cash levels
                                            set forth of Schedule B, the Allocated Portion shall be adjusted on a linear basis
                                            based on the actual Available Closing Acquiror Cash. It is agreed by Acquiror and the Stockholder
                                            that subject to the foregoing (and the terms of the Merger Agreement), the Company shall
                                            have the right to, and shall, allocate the Secondary Sale Amount in its sole discretion.



 


[signature
page follows]


 




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	 	Sincerely,
	 	 
	 	SPECIAL SITUATIONS INVESTING GROUP II, LLC
	 	 
	 	By:	/s/ Holger Staude
	 	Name:  	Holger Staude
	 	Title:	Authorized Signatory
	 	 	 
	 	Address for Notice:
	 	 
	 	 
	 	 
	 	 



 




     


     


    

 


	Acknowledged and Agreed:	 
	 	 	 
	ION ACQUISITION CORP 2 LTD.	 
	 	 	 
	By: 	/s/ Anthony Reich	 
	Name:  	Anthony Reich	 
	Title: 	Chief Financial Officer	 
	 	 	 
	Acknowledged and Agreed:	 
	 	 	 
	INNOVID, INC. 	 
	 	 	 
	By:  	/s/ Zvika Netter	 
	Name: 	Zvika Netter	 
	Title: 	Chief Executive Officer	 



 




     


     


    

 


Schedule
A


 


Stockholder
Ownership of Company Capital Stock


 


	Share
Type
 
	 	 	Number of Shares
	 
	Company Common Stock	 	 	[ ● ]	 
	Series A Preferred Stock	 	 	[ ● ]	 
	Series A-1 Preferred Stock	 	 	[ ● ]	 
	Series B Preferred Stock	 	 	[ ● ]	 
	Series B-1 Preferred Stock	 	 	[ ● ]	 
	Series B-2 Preferred Stock	 	 	[ ● ]	 
	Series C Preferred Stock	 	 	[ ● ]	 
	Series D Preferred Stock	 	 	[ ● ]	 
	Series E Preferred Stock	 	 	[ ● ]	 
	Series F Preferred Stock	 	 	[ ● ]	 
	Total	 	 	[ ● ]	 



 




     


     


    

 


Schedule
B


 


	 	Available Closing Acquiror Cash
 $ million
	 	Allocated Portion
 $ million

	 	250	 	30
	 	260	 	30
	 	270	 	30
	 	280	 	30
	 	290	 	33.1
	 	300	 	36.4
	 	310	 	39.7
	 	320	 	43
	 	330	 	46.3
	 	340	 	49.6
	 	350	 	52.9
	 	360	 	56.2
	 	370	 	59.5
	 	380	 	62.8
	 	390	 	66.1
	 	400	 	69.4
	 	403	 	70.4