Exhibit
10.2


 


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:	Sponsor
    Support Agreement


 


Ladies
and Gentlemen:


 


This
letter agreement (this “Sponsor 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”), 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
or relating thereto (including the PIPE Investment, the “Business Combination”) and hereby amends and restates that
certain letter, dated February 10, 2021, from ION Holdings 2, LP, a Cayman Islands exempted limited partnership (the “Sponsor”),
and the undersigned individuals, each of whom is a member of Acquiror’s board of directors (the “Acquiror Board”)
or management team (each, an “Insider” and collectively, the “Insiders”), to Acquiror (the “Prior
Letter Agreement”), except as expressly incorporated herein under Section 21. 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.


 


The
Sponsor and each Insider hereby acknowledges and agrees that, as of the date hereof, except as expressly incorporated herein under Section
21, the Prior Letter Agreement is hereby terminated and is of no further force or effect without any further liability thereunder.


 


Unless
the context of this Sponsor 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 Sponsor Support Agreement, (iv) the terms
“Section” and “Schedule” refer to the specified Section or Schedule of or to this Sponsor 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 Sponsor and each Insider hereby agree with Acquiror and, at all times prior to
the valid termination of this Sponsor Support Agreement, the Company as follows:


 


	1.	The
                                            Sponsor and each Insider irrevocably agrees, severally and not jointly, that it, he or she
                                            shall, at any meeting of the shareholders of Acquiror (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 shareholders of Acquiror is sought:



 


		a.	vote
                                            all Acquiror Class A Shares, Founder Shares and any other Equity Securities of Acquiror owned
                                            by it, him or her (all such shares, the “Covered Shares”) in favor of
                                            the Business Combination and each other proposal related to the Business Combination included
                                            on the agenda for Acquiror Shareholders’ Meeting (including all Acquiror Shareholder
                                            Matters);
	 	 	 
		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 SPAC 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 Mergers 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 Acquiror or Merger Sub under the Merger Agreement, the Subscription Agreements
                                            or any other agreement entered into 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 Sponsor or the Insiders contained in this Sponsor Support Agreement or change in any
                                            manner the dividend policy or capitalization of, including the voting rights of, any class
                                            of Equity Securities;
	 	 	 
		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 Acquiror or any recapitalization,
                                            reorganization, liquidation or winding up of Acquiror (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 Required Acquiror Shareholder Approval or otherwise. 



 


From
and after the date hereof until the valid termination of this Sponsor Support Agreement in accordance with its terms, each of Sponsor
and the Insiders shall not, without the prior written consent of the Company, 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, or would interfere with, or prohibit or prevent such Person from satisfying, such Person’s obligations under this Sponsor
Support Agreement.


 


The
obligations of the Sponsor and each Insider specified in this Section 1 shall apply whether or not the Mergers or any action described
above is recommended by the Acquiror Board or if the Acquiror Board has changed, withdrawn, withheld, amended, qualified or modified,
or (privately or publicly) proposed to change, withdraw, withhold, amend, qualify or modify the Acquiror Board Recommendation; provided
that nothing herein shall amend, limit or otherwise modify any right or obligation contained in the Merger Agreement (including Section
7.10 thereof).


 


Prior
to any valid termination of the Merger Agreement in accordance with its terms, the Sponsor and each Insider shall take, or cause to be
taken, all actions and do, or cause to be done, all things reasonably necessary under applicable Laws to consummate the Business Combination,
the PIPE Investment and the other transactions contemplated by the Merger Agreement, the Subscription Agreements or any other Transaction
Agreement, in each case on the terms and subject to the conditions set forth therein.


 






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		2.	The
                                            Sponsor and each Insider hereby agree and acknowledge that prior to any valid termination
                                            of this Sponsor Support Agreement, the Company would be irreparably injured in the event
                                            of a breach by the Sponsor or any Insider of its, his or her obligations under Section
                                            1 or Section 3, as applicable, of this Sponsor 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 Sponsor and each Insider hereby agree that it, he
                                            or she will not allege, and hereby waive 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.	No
                                            Sponsor or Insider, as applicable, shall Transfer any Founder Shares, Private Placement Warrants
                                            (or Acquiror Class A Shares issued or issuable upon the exercise of any Private Placement
                                            Warrants) or other Equity Securities of Acquiror Beneficially Owned or held by it, him or
                                            her 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 Sponsor
                                            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).



 


		b.	In
                                            the event the Business Combination is consummated, none of the Sponsor and each Insider shall
                                            Transfer any Equity Securities of Acquiror Beneficially Owned or held by it, him or her immediately
                                            following the Effective Time until:



 


		i)	with
                                            respect to Private Placement Warrants (or Acquiror Class A Shares or shares of Domesticated
                                            Acquiror Common Stock, as applicable, issued or issuable upon the exercise or conversion
                                            of such Private Placement Warrants): 30 days after the Closing Date; and



 


		ii)	with
                                            respect to Founder Shares and other Equity Securities (other than those covered by clause
                                            (i) above): the earlier of (i) the one year anniversary of the Closing Date, (ii) the date
                                            when the volume-weighted average price of shares of Domesticated Acquiror Common Stock on
                                            NYSE (or other exchange on which shares of Domesticated Acquiror Common Stock are then listed)
                                            exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations,
                                            recapitalizations and the like) for any 20 trading days within any 30-trading day period
                                            commencing at least 150 days after the Closing Date, or (iii) the date on which Acquiror
                                            completes a liquidation, merger, share exchange or other similar transaction that results
                                            in all of Acquiror’s shareholders having the right to exchange their shares of Domesticated
                                            Acquiror Common Stock for cash, securities or other property (the date contemplated by this
                                            Section 3(b)(ii), the “Lock-Up Termination Date”).



 


		c.	Notwithstanding
                                            the provisions set forth in Section 3(a) or Section 3(b), Transfers of the
                                            Founder Shares, Private Placement Warrants (or Acquiror Class A Shares or shares of Domesticated
                                            Acquiror Common Stock, as applicable, issued or issuable upon the exercise or conversion
                                            of such Private Placement Warrants) or other Equity Securities of Acquiror that are held
                                            by the Sponsor, any Insider or any of their permitted transferees (that have complied with
                                            this Section 3(c)), are permitted (i) to Sponsor’s officers or directors, any
                                            Affiliate or any family member of any of Sponsor’s officers or directors, any members
                                            or partners of the Sponsor or their respective Affiliates, any Affiliates of the Sponsor
                                            (including, for the avoidance of doubt, to the general partner of the Sponsor) or any employees
                                            of such Affiliates; (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) by virtue of such Sponsor’s organizational documents upon dissolution of
                                            Sponsor; (vi) to a nominee or custodian of a Person to whom a Transfer would be permitted
                                            under clauses (i) through (v) above; (vii) in the event of the Acquiror’s liquidation,
                                            merger, share exchange or other similar transaction that results in all of Acquiror’s
                                            shareholders having the right to exchange their shares of Domesticated Acquiror Common Stock
                                            for cash, securities or other property subsequent to the Closing Date; or (viii) to Acquiror,
                                            the Company or the Sponsor; provided, however, that in each case of clauses
                                            (i) through (vi), these permitted transferees must, at the time of and as a condition to
                                            such Transfer , enter into a written joinder to this Sponsor Support Agreement agreeing to
                                            be bound by this Sponsor Support Agreement (including provisions relating to voting, the
                                            Trust Account, transfer restrictions, and liquidating distributions).



 






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		4.	Sponsor
                                            and each Insider hereby agree that, during the period commencing on the date hereof and ending
                                            upon the valid termination of this Sponsor Support Agreement in accordance with its terms,
                                            Sponsor and each Insider, without the prior written consent of the Company:



 


		a.	shall
                                            not enter into, amend, supplement or otherwise modify any Contract between or among Sponsor
                                            or such Insider, anyone related by blood, marriage or adoption to such Insider or any Affiliate
                                            of such Person (other than Acquiror and its Subsidiaries), on the one hand, and Acquiror
                                            or any of Acquiror’s Subsidiaries, on the other hand; and
		b.	shall
                                            not and shall instruct and use reasonable best efforts to cause their respective Representatives
                                            acting on their 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 the Company 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 SPAC 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(b) or Section
                                            8.03(b) of the Merger Agreement; and provided, further that, the Sponsor and each Insider
                                            shall as promptly as practicable advise the Company of any inquiry or proposal regarding
                                            a SPAC 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 SPAC Alternative Transaction.



 


	5.	Solely
                                            in connection with and only for the purpose of the Mergers, Sponsor and each Insider hereby
                                            irrevocably and unconditionally waive and agree not to assert, claim or perfect any rights
                                            to adjustment or other anti-dilution protection in excess of the Domesticated Acquiror Common
                                            Stock issuable at the Initial Conversion Ratio (as defined in Section 17.3 of the Articles
                                            of Association of Acquiror) upon conversion of the Founder Shares held by him, her or it
                                            pursuant to Section 17.3 of the Articles of Association or any other anti-dilution protections
                                            or other adjustment or similar protection that may arise in connection with the issuance
                                            of Equity Securities of Acquiror (including in connection with the Domestication, the PIPE
                                            Investment or the Mergers) and as a result, the Founder Shares shall convert into shares
                                            of Domesticated Acquiror Common Stock (or such equivalent security) at the Closing on a one-for-one
                                            basis.
	 	 
	6.	Sponsor
                                            and each Insider hereby represent and covenant, severally and not jointly, that Sponsor and
                                            such Insider has not entered into, and, prior to the valid termination of this Sponsor Support
                                            Agreement in accordance with its terms, shall not enter into, any Contract that could restrict,
                                            limit or interfere with the performance of Sponsor’s or such Insider’s obligations
                                            hereunder.
	 	 
	7.	The
                                            Sponsor and Insiders’ ownership of Equity Securities of Acquiror as of the date hereof
                                            is set forth on Schedule A hereto. As of the date of this Sponsor Support Agreement,
                                            neither Sponsor nor any Insider nor any of their respective Affiliates (i) Beneficially Own
                                            any Equity Securities of Acquiror except as set forth on Schedule A or (ii) has made
                                            any loans, or otherwise provided any funding, to Acquiror except as expressly set forth on
                                            Schedule A.



 






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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; (ii) “Founder Shares” means
                                            (a) prior to the Domestication, the Acquiror Class B Shares (and the Acquiror Class A Shares
                                            issuable upon conversion of such shares), and (b) after the Domestication, the shares of
                                            Domesticated Acquiror Common Stock issued upon conversion of the Founder Shares in connection
                                            with the Domestication; (iii) “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); and (iv) “Private Placement Warrants”
                                            means (a) prior to the Domestication, the Acquiror Warrants to purchase up to 7,060,000 Acquiror
                                            Class A Shares that the Sponsor purchased for an aggregate purchase price $7,060,000 or $1.00
                                            per Private Placement Warrant, in a private placement that occurred simultaneously with the
                                            consummation of Acquiror’s initial public offering, and (b) following the Domestication,
                                            the Domesticated Acquiror Warrants issued upon conversion of such Private Placement Warrants
                                            in connection with the Domestication.
	 	 
	9.	This
                                            Sponsor 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
                                            Sponsor and each Insider. This Sponsor 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, Sponsor and the Insiders.
	 	 
	10.	No
                                            party hereto may assign either this Sponsor 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 Company and Sponsor. 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 Sponsor Support Agreement shall be binding
                                            on the Sponsor, each Insider, Acquiror and the Company and their respective successors, heirs
                                            and permitted assigns or transferees.
	 	 
	11.	Nothing
                                            in this Sponsor 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 Sponsor Support Agreement or of any covenant, condition, stipulation, promise or
                                            agreement hereof. All covenants, conditions, stipulations, promises and agreements contained
                                            in this Sponsor 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
                                            Sponsor 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
                                            Sponsor 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 Sponsor
                                            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 Sponsor Support Agreement a provision as similar in terms to such
                                            invalid or unenforceable provision as may be possible and be valid and enforceable.



 






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	14.	This
                                            Sponsor Support Agreement, and all Actions or causes of action based upon, arising out of,
                                            or related to this Sponsor 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 Sponsor 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 Sponsor
                                            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 SPONSOR SUPPORT AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
	 	 
	15.	Any
                                            notice, consent or request to be given in connection with any of the terms or provisions
                                            of this Sponsor 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 any Insider, to the address of the Sponsor.
	 	 
	16.	This
                                            Sponsor 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 Sponsor Support Agreement shall be of no force and effect and the Prior
                                            Letter Agreement shall be reinstated and remain in full force and effect. No such termination
                                            or reversion shall relieve the Sponsor, each Insider or Acquiror from any liability resulting
                                            from a breach of this Sponsor Support Agreement occurring prior to such termination or reversion.
	 	 
	17.	The
                                            Sponsor and each Insider hereby represent and warrant (severally and not jointly as to itself,
                                            himself or herself only) to Acquiror and the Company as follows: (i) if such Person 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 such Person has all necessary power and
                                            authority to execute, deliver and perform this Sponsor Support Agreement and consummate the
                                            transactions contemplated hereby; (ii) if such Person is an individual, such Person has full
                                            legal capacity, right and authority to execute and deliver this Sponsor Support Agreement
                                            and to perform his or her obligations hereunder; (iii) this Sponsor Support Agreement has
                                            been duly executed and delivered by such Person and, assuming due authorization, execution
                                            and delivery by the other parties to this Sponsor Support Agreement, this Sponsor Support
                                            Agreement constitutes a legally valid and binding obligation of such Person, enforceable
                                            against such Person in accordance with the terms hereof (subject to the Enforceability Exceptions);
                                            (iv) the execution and delivery of this Sponsor Support Agreement by such Person does not,
                                            and the performance by such Person of his, her or its obligations hereunder will not, (A)
                                            if such Person is not an individual, conflict with or result in a violation of the organizational
                                            documents of such Person, 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 such Person or such Person’s Founder Shares or Private Placement Warrants,
                                            as applicable), in each case, to the extent such consent, approval or other action would
                                            prevent, enjoin or materially delay the performance by such Person of his, her or its obligations
                                            under this Sponsor Support Agreement; (v) there are no Actions pending against such Person
                                            or, to the knowledge of such Person, threatened against such Person, 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 such Person of its, his or her obligations under this Sponsor Support Agreement; (vi)
                                            except for fees described on Schedule 5.07 of the Acquiror Disclosure Schedules, no financial
                                            advisor, investment banker, broker, finder or other similar intermediary is entitled to any
                                            fee or commission from such Person, Acquiror, any of its Subsidiaries or any of their respective
                                            Affiliates in connection with the Merger Agreement or this Sponsor 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 such Person, on behalf of such
                                            Person, for which Acquiror, the Company or any of their respective Affiliates would have
                                            any obligations or liabilities of any kind or nature; (vii) such Person has had the opportunity
                                            to read the Merger Agreement and this Sponsor Support Agreement and has had the opportunity
                                            to consult with its tax and legal advisors; (viii) such Person has not entered into, and
                                            shall not enter into, any agreement that would restrict, limit or interfere with the performance
                                            of such Person’s obligations hereunder; (ix) such Person has good title to all such
                                            Founder Shares or Private Placement Warrants, 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 Founder Shares or Private Placement Warrants (other
                                            than Transfer restrictions under the Securities Act)) affecting any such Founder Shares or
                                            Private Placement Warrants, other than pursuant to (A) this Sponsor Support Agreement, (B)
                                            the Articles of Association (prior to the Domestication) or the Acquiror Restated Charter
                                            (following the Domestication), (C) the Merger Agreement, or (D) the Registration Rights Agreement,
                                            dated as of February 10, 2021, by and among Acquiror and certain security holders (prior
                                            to the Closing) or the A&R Registration Rights Agreement (following the Closing); and
                                            (x) the Founder Shares and Private Placement Warrants identified on Schedule A are
                                            the only Equity Securities of Acquiror owned of record or Beneficially Owned by the Sponsor
                                            and the Insiders as of the date hereof, and none of such Founder Shares or Private Placement
                                            Warrants is subject to any proxy, voting trust or other agreement or arrangement with respect
                                            to the voting of such Founder Shares or Private Placement Warrants, except as provided in
                                            this Sponsor Support Agreement or the Organizational Documents of Acquiror.



 






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	18.	If,
                                            and as often as, (a) there are any changes in Acquiror, the Acquiror Shares, the Acquiror
                                            Warrants, the Domesticated Acquiror Common Stock, the Domesticated Acquiror Warrants or any
                                            other Equity Securities of Acquiror 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 Sponsor acquiring new Acquiror
                                            Shares, Acquiror Warrants, Domesticated Acquiror Common Stock, Domesticated Acquiror Warrants
                                            or any other Equity Securities of Acquiror, (b) Sponsor purchases or otherwise acquires beneficial
                                            ownership of any Acquiror Shares or Acquiror Warrants or other Equity Securities of Acquiror
                                            after the date of this Sponsor Support Agreement, or (c) Sponsor acquires the right to vote
                                            or share in the voting of any Acquiror Shares or other Equity Securities of Acquiror after
                                            the date of this Sponsor Support Agreement (such Acquiror Shares, Acquiror Warrants, Domesticated
                                            Acquiror Common Stock, the Domesticated Acquiror Warrants or any other Equity Securities
                                            of Acquiror, collectively, the “New Securities”), then, in each case,
                                            such New Securities acquired or purchased by Sponsor shall be subject to the terms of this
                                            Sponsor Support Agreement to the same extent as if they constituted Founder Shares or Private
                                            Placement Warrants (as applicable) owned by Sponsor as of the date hereof. Nothing in this
                                            Section 18 shall limit, restrict or modify any liability or other obligation of Acquiror
                                            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 Sponsor Support Agreement to the contrary, no Insider makes any agreement
                                            or understanding in this Sponsor Support Agreement in his or her capacity as a director or
                                            officer of Acquiror (if such Insider holds such office). Nothing in this Agreement shall
                                            affect or otherwise modify the rights and obligations of any Insider in his or her capacity
                                            as a director or officer of Acquiror.
	 	 
	21.	Section
                                            8, Section 9, Section 10 and Section 12 of the Prior Letter Agreement are hereby incorporated
                                            by reference mutatis mutandis as if fully set forth herein.



 


[signature
page follows]


 




    7


     

    

 


	 	Sincerely,
	 	 
	 	ION
    HOLDINGS 2, LP
	 	 
	 	By:
    ION Acquisition Corp GP Ltd., its general partner
	 	 
	 	By:	/s/
    Anthony
    Reich 
	 	Name: 
    	Anthony
    Reich
	 	Title:	Authorized
    Signatory
	 	 	 
	 	INSIDERS
    
	 	 
	 	/s/
    Jonathan
    Kolber  
	 	Jonathan
    Kolber 
	 	 
	 	/s/
    Gilad
    Shany 
	 	Gilad
    Shany
	 	 
	 	/s/
    Avrom
    Gilbert 
	 	Avrom
    Gilbert
	 	 
	 	/s/
    Anthony
    Reich 
	 	Anthony
    Reich
	 	 
	 	/s/
    Gabriel
    Seligsohn 
	 	Gabriel
    Seligsohn
	 	 
	 	/s/
    Rinat
    Gazit 
	 	Rinat
    Gazit
	 	 
	 	/s/
    Lior
    Shemesh 
	 	Lior
    Shemesh



 




     


     

    

 


	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


 


Sponsor
Ownership of Equity Securities and Acquiror Loans


 


	Sponsor	 	 	Founder
                                            Shares	 	 	Private Placement
    Warrants	 	Amount of Acquiror
    Loans
	ION Holdings 2, LP	 	 	6,325,000	 	 	7,060,000	 	$0
	Total	 	 	6,325,000	 	 	7,060,000	 	$0



 


Insider
Ownership of Equity Securities and Acquiror Loans


 


	Insider	 	 	Founder
                                            Shares	 	 	Private
    Placement Warrants	 	Amount
    of Acquiror Loans
	Jonathan Kolber	 	 	0	 	 	0	 	$0
	Gilad Shany	 	 	0	 	 	0	 	$0
	Avrom Gilbert	 	 	0	 	 	0	 	$0
	Anthony Reich	 	 	0	 	 	0	 	$0
	Gabriel Seligsohn	 	 	25,000	 	 	0	 	$0
	Rinat Gazit	 	 	25,000	 	 	0	 	$0
	Lior Shemesh	 	 	25,000	 	 	0	 	$0
	Total	 	 	75,000	 	 	0	 	$0