Exhibit 4.3


 


AMENDED
AND RESTATED STOCKHOLDERS’ AGREEMENT


 


THIS
AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT (this “Agreement”) is made and entered into as of December
24th, 2020 (the “Effective Date”) by and among Outbrain Inc. a Delaware corporation (the “Company”);
Yaron Galai and Ori Lahav (each a “Founder” and together, the “Founders”); the holders of
shares of Common Stock and Series E Preferred Stock of the Company listed on Schedule
1 attached hereto (together with the Founders, each a “Common Stockholder” and collectively, the
 “Common Stockholders”); the holders of shares of the Series A Preferred Stock of the Company listed on Schedule
2 attached hereto (each a “Preferred A Stockholder” and together, the “Preferred A Stockholders”),
the holders of shares of the Series B Preferred Stock of the Company listed on Schedule
3 attached hereto (each a “Preferred B Stockholder” and together, the “Preferred B Stockholders”),
the holders of shares of the Series C Preferred Stock of the Company listed on Schedule
4 attached hereto (each a “Preferred C Stockholder” and together, the “Preferred C Stockholders”)
and the holders of shares of the Series D Preferred Stock of the Company listed on Schedule
5 attached hereto (each a “Preferred D Stockholder” and together, the “Preferred D Stockholders”
and the holders of shares of the Series F Preferred Stock of the Company listed on Schedule
6 attached hereto (each a “Preferred F Stockholder” and together, the “Preferred F Stockholders”
and the holders of shares of the Series G Preferred Stock of the Company listed on Schedule
7 attached hereto (each a “Preferred G Stockholder” and together, the “Preferred G Stockholders”)
and the holder of shares of Common Stock listed on Schedule
9 attached hereto (together with its Affiliates “G+J” and together with the Preferred G Stockholders,
the Preferred F Stockholders, Preferred D Stockholders, the Preferred C Stockholders, the Preferred B Stockholders and the Preferred
A Stockholders, the “Preferred Stockholders”) (the Founders, the Common Stockholders and the Preferred Stockholders
are referred to collectively as the “Stockholders”).


 


RECITALS


 


WHEREAS,
the Preferred Stockholders include the holders of all of the issued and outstanding shares of Series G Preferred Stock of the
Company par value $0.001 each (the “Series G Preferred”), Series F Preferred Stock of the Company par value
$0.001 each (the “Series F Preferred”), Series D Preferred Stock of the Company par value $0.001 each (the
 “Series D Preferred”), Series C Preferred Stock of the Company par value $0.001 each (the “Series
C Preferred”), Series B Preferred Stock of the Company, par value $0.001 each (the “Series B Preferred”)
and Series A Preferred Stock of the Company, par value $0.001 each (the “Series A Preferred”, and together
with the Series G Preferred, Series F Preferred, the Series D Preferred the Series C Preferred and the Series B Preferred, the
 “Preferred Stock”), and the Common Stockholders are the holders of issued and outstanding shares of Common
Stock of the Company, par value $0.001 each (“Common Stock”); and


 


WHEREAS,
the Company and certain Stockholders are parties to that certain Stockholders’ Agreement dated February 11, 2015 (the “Prior
Stockholders’ Agreement”); and


 


WHEREAS,
the parties to the Prior Stockholders’ Agreement wish to amend and restate in its entirety the Prior Stockholders’
Agreement by entering into this Agreement.



     


     


    


NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties hereby agree as follows:


 


		1.	Definitions.



 


1.1          All capitalized terms used and not otherwise defined herein shall have the meanings given them in the Series G Preferred
Stock Purchase Agreement dated as of February 11th, 2015 by and among the Company and the Purchasers (as defined therein).


 


1.2          An
 “Affiliate” shall mean, with respect to any individual or entity, an individual or entity that, directly or
indirectly, controls, is controlled by or is under common control with such individual or entity, including, without limitation,
any general partner, managing member, manager, member, officer or director of such entity or any venture capital fund now or hereafter
existing that is controlled by one or more general partners or managing members of, shares the same management or advisory company
with, or is otherwise affiliated with such individual or entity.


 


1.3          The
 “Amended Certificate” means the Company’s then-current Amended and Restated Certificate of Incorporation
filed with the Delaware Secretary of State.


 


1.4          A
 “Deemed Liquidation” shall have the meaning set forth in the Amended Certificate.


 


1.5          An
 “IPO” means the closing of the Company’s initial underwritten public offering of its Common Stock pursuant
to an effective registration statement under the United States Securities Act of 1933, as amended, or equivalent law of another
jurisdiction.


 


1.6          A
 “Permitted Transferee” shall mean (A) with regards to any Preferred Stockholder or holder of Series E Preferred
Stock, any Affiliate of such Stockholder or if such Stockholder is a partnership, any partners, former partners or affiliated
partnerships managed by the same manager or managing partner or management company, or managed by an entity controlling, controlled
by, or under common control with, such manager or managing partner or management company; and (B) with regards to all Stockholders,
(i) any corporation or other entity wholly owned by such Stockholder, (ii) a trustee, spouse, child, brother, sister or other
member of such Stockholder’s immediate family (other than pursuant to any decree of divorce, separate maintenance, any property
settlement, any separation agreement or other agreement with spouse (except for bona fide estate planning purposes)), (iii) in
the event of the Stockholder’s death or permanent disability, the Stockholder’s personal representative, (iv) the
Stockholder’s trustee or immediate family member for estate planning purposes, or (vii) transfers by RH Internet II LLC
and/or Leon Recanati to Rhodium Ltd. or its Affiliates.


 


1.7          A
 “Qualified IPO” shall have the meaning set forth in the Amended Certificate.


 


1.8          A
 “Right of First Refusal Holder’s Pro Rata Share” shall mean the quotient for each Right of First Refusal
Holder obtained by dividing (i) the sum of (x) the number of shares of Common Stock then held by such Right of First Refusal Holder
(as defined below), plus (y) the number of shares of Common Stock issuable upon conversion of the Preferred Stock, then held by
such Right of First Refusal Holder by (ii) the sum of (a) the total number of shares of Common Stock then held by all Right of
First Refusal Holders, plus (b) the number of shares of Common Stock issuable upon conversion of all then outstanding Preferred
Stock held by all Right of First Refusal Holders, except that with respect to Yaron Galai, the Common Stock issued to him prior
to February 11, 2015 (including Common Stock to be issued upon exercise of options) shall not be taken into consideration when
calculating his pro rata share.



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1.9          
“Series E Preferred Stock” shall mean shares of the Company’s Series E Preferred Stock, par value
$0.001 per share.”


 


		2.	Right
                                         of First Refusal.



 


(a)             
Until an IPO, in the event that any stockholder of the Company (each a “Selling Stockholder”) proposes
to sell, assign, transfer, pledge, hypothecate, mortgage or dispose of, by gift or otherwise, or in any way encumber (each of
the foregoing being referred to as a “Disposition”) any of his or its shares of capital stock of the Company
(“Shares”) (including any Disposition during such Selling Stockholder’s lifetime or upon such Selling
Stockholder’s death by will or intestacy) to any person or entity, other than the Company, which is not at such time a Permitted
Transferee of such Selling Stockholder, such Selling Stockholder shall give each person and entity listed on Schedule
8 attached hereto (a “Right of First Refusal Holder”) written notice stating: (a) the Selling Stockholder’s
intention to make a Disposition of such Shares; (b) the name of the proposed third party purchaser (the “Third Party”);
(c) the number of Shares subject to such Disposition to the Third Party; and (d) the price, terms and conditions of the proposed
Disposition to the Third Party. Each Right of First Refusal Holder shall have fifteen (15) days from the date of receipt of any
such notice to agree to purchase all or any part of the Right of First Refusal Holder’s Pro Rata Share of such Shares, for
the price and upon the terms and conditions specified in the notice, by giving written notice to such Selling Stockholder stating
therein the number of Shares to be purchased. If any Right of First Refusal Holder fails to provide a notice that it agrees to
purchase its full Right of First Refusal Holder’s Pro Rata Share within such fifteen (15) day period, the Selling Stockholder
selling such Shares will give the Right of First Refusal Holders who did so agree (the “Electing Stockholders”)
notice of the number of Shares which were not subscribed for. Each Electing Stockholder shall have seven (7) days from the date
of such notice to provide notice that it agrees to purchase all or any part of the Right of First Refusal Holder’s Pro Rata
Share with respect to the Shares not purchased by such other Right of First Refusal Holders. For purposes of the second election
under this Section 2(a), shares held by Right of First Refusal Holders other than Electing Stockholders shall be excluded from
the denominator in the definition of a “Right of First Refusal Holder’s Pro Rata Share”, set forth in Section
1.8(ii).


 


(b)             
In the event that the Right of First Refusal Holder(s) fail to agree to purchase all of the Shares subject to the proposed
Disposition within the fifteen (15) day and seven (7) day periods specified above, such Selling Stockholder shall have sixty (60)
days thereafter to make a Disposition of all of the Shares subject to such proposed Disposition to the Third Party (as specified
in the notice pursuant to Section 2(a)), at the price and upon terms and conditions no more favorable to the Third Party than specified
in the notice provided to the Right of First Refusal Holders pursuant to Section 2(a) above. In the event that such Selling Stockholder
has not made a Disposition of all of the Shares to the Third Party within the sixty (60) day period, such Selling Stockholder shall
not thereafter make a Disposition of any Shares without first offering such Shares to the Right of First Refusal Holders in the
manner provided above.



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(c)             
The right of first refusal afforded hereunder to the Right of First Refusal Holders may not be assigned by any Right of
First Refusal Holders to, and exercised by, any other person or entity. Notwithstanding any provision in this Section 2 to the
contrary, any Preferred Stockholder which chooses to exercise the right of first refusal set forth in this Section 2 may designate
as purchasers under such right itself or its partners or Affiliates in such proportions as it deems appropriate.


 


(d)            
Notwithstanding the foregoing, with respect to any stockholder which is a venture capital fund, the following transfers
(but not any subsequent transfers) of any shares of capital stock of the Company held by such stockholder shall not be subject
to the right of first refusal and the above provisions of this Section 2: (i) any transfer which is a part of the transfer of a
significant portion of a portfolio of investments of such venture capital fund, (ii) any transfer to the investors of such venture
capital fund in connection with the dissolution of such venture capital funds, (iii) a transfer resulting solely from a regulatory
or tax constraint applicable to such venture capital fund or any of the partners of such fund and (iv) any transfer to an Affiliate
of such venture capital fund.


 


(e)             
Notwithstanding the foregoing, with respect to Leon Recanati, the following transfers (but not any subsequent transfers)
of any shares of capital stock of the Company held by him shall not be subject to the right of first refusal and the above provisions
of this Section 2: (i) any transfer which is a part of the transfer of a significant portion of Leon Recanati’s portfolio
of investments, made by Leon Recanati personally, in high-tech and similar venture backed companies, and (ii) a transfer resulting
solely from a regulatory or tax constraint applicable to Leon Recanati.


 


(f)              
Notwithstanding the foregoing, with respect to RH Internet II LLC and Sigma Investments (1992) Ltd. the following transfers
(but not any subsequent transfers) of any shares of capital stock of the Company held by it shall not be subject to the right of
first refusal and the above provisions of this Section 2: (i) any transfer which is a part of the transfer of a significant portion
of a portfolio of investments of such company, (ii) any transfer to the investors of such company in connection with the dissolution
of such company, and (iii) a transfer resulting solely from a regulatory or tax constraint applicable to such company.


 


(g)              Notwithstanding
the foregoing, with respect to Ziv Kop, the following transfers (but not any subsequent transfers) of any shares of capital
stock of the Company held by him shall not be subject to the right of first refusal and the above provisions of this Section
2: (i) any transfer which is a part of the transfer of a significant portion of Ziv Kop’s portfolio of
investments, made by Ziv Kop personally, in high-tech and similar venture backed companies, and (ii) a transfer resulting
solely from a regulatory or tax constraint applicable to Ziv Kop.


 


(h)             
Notwithstanding the foregoing, transfers of any shares of capital stock of the Company held by each of Leon Recanati, Ziv
Kop and RH Internet II LLC, between themselves, shall not be subject to the right of first refusal and the above provisions of
this Section 2.


 


(i)               Notwithstanding
anything to the contrary in this Section 2, any transfer by any stockholder to its Permitted Transferee, shall be made
subject only to such Permitted Transferee agreeing in writing concurrently with such transfer, to assume all of
the obligations of such transferring stockholder under all agreements involving the Company and to which such stockholder is
a party and/or by which it is bound (excluding employment and consultancy agreements).



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(j)              
The Company’s equity based plans and all other issuances of Company’s securities will include provisions that subject
all shares issuable under such plans or other issuances to the right of first refusal provisions under this Section 2.


 


		3.	Prohibited
                                         Stock Sales.



 


3.1           Prior to the earlier of (a) an IPO, or (b) a Deemed Liquidation, the Founders shall not make a Disposition of all or any
of their shares in the capital stock of the Company, of any class or series, or any rights thereto, now owned or hereafter acquired
(such shares and rights are hereinafter collectively referred to as the “Securities”) except in accordance
with Section 2, this Section 3 and Section 4.


 


3.2           Notwithstanding Section 3.1 above, beginning January 12, 2011, each Founder may make Dispositions of up to 6.25 percent
(6.25%) of his Securities in the Company during any twelve-month period; provided, however, that until the earlier of the closing
of (a) an IPO or (b) a Deemed Liquidation, no Founder make a Disposition of more than 25 percent (25%) of his shares.


 


3.3           Notwithstanding the foregoing, the restrictions set forth in this Section 3 shall cease to apply to a Founder upon the written
consent of the Preferred Stockholders holding more than fifty percent (50%) of the Company’s then issued and outstanding
Preferred Stock (on an as converted basis) and/or upon the death or permanent disability of such Founder.


 


		4.	Co-Sale.



 


4.1           Without derogating from the provisions of Sections 2 and 3 above, until an IPO, the following shall apply with respect to
any Disposition by a Founder, other than any Disposition made in compliance with Section 3.2 above, which Disposition shall not
be subject to the provisions of this Section 4.


 


4.2           Should
a Founder or any of his Permitted Transferees (a “Co-Sale Offeree”), receive one or more bona fide
offers (a “Purchase Offer”), from any person or entity (the “Third Party”) to purchase
from such Co-Sale Offeree some or all of the stock held by such Co-Sale Offeree (the “Offered Shares”),
which Purchase Offer: (i) the Co-Sale Offeree intends to accept; and (ii) is not in breach of the Co-Sale
Offeree’s restrictions set forth in Section 3 above, then (i) Index Ventures Growth II (Jersey), L.P. and/or its
Affiliates (collectively, “Index”) for so long as Index holds at least two million (2,000,000) shares (as
adjusted for any stock splits, recapitalizations, stock dividends or the like) of the Company’s issued and outstanding
capital stock; (ii) Susquehanna Growth Equity Fund IV, LLLP and/or its Affiliates (collectively, “SGE”)
for so long as SGE holds at least two million (2,000,000) shares (as adjusted for any stock splits, recapitalizations,
stock dividends or the like) of the Company’s issued and outstanding capital stock; and (iii) each other holder of at
least five percent (5%), or in the case of HarbourVest Partners, L.P. and its Affiliates, G+J and SGE at least two percent
(2%) in the aggregate, of the Company’s issued and outstanding capital stock (on an as-converted basis) (each,
a “Qualified Holder”) shall have the right to participate in the Co-Sale Offeree’s sale of the
Offered Shares, in accordance with this Section 4, pursuant to the specified terms and conditions of such Purchase Offer.



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4.3           Upon
receipt of a Purchase Offer, the Co-Sale Offeree shall promptly notify all of the Qualified Holders in writing of the name and
address of the Third Party and the terms and conditions of such Purchase Offer (the “Co-Sale Notice”). Each
Qualified Holder shall be entitled, upon written notice to the Co-Sale Offeree within fifteen (15) days after receipt of the Co-Sale
Notice (the “Participation Notice”), to sell to the Third Party up to that number of the shares of capital
stock of the Company owned by such Qualified Holder (the “Equity Shares”) determined by multiplying the total
number of Offered Shares times a fraction the numerator of which is the number of shares of Common Stock owned by such Qualified
Holder (assuming for the purposes of this section, the conversion of all Preferred Stock into Common Stock) and the denominator
of which is the total number of shares of Common Stock owned by all of the Qualified Holders and the selling Co-Sale Offeree (assuming,
for purposes of this section, the conversion of all Preferred Stock into Common Stock). Such Participation Notice shall indicate,
subject to the terms of this section, the number of shares of capital stock of the Company that such Qualified Holder undertakes
to transfer to the Third Party, provided that such Participation Notice will include one or more duly executed stock power representing
such Qualified Holder’s stock to be sold free and clear of all liens. To the extent one or more of the Qualified Holders
exercises such right in accordance with the terms and conditions set forth below, the number of Securities that the Co- Sale Offeree
may sell pursuant to such Purchase Offer shall be correspondingly reduced. At the closing of the sale of Co-Sale Securities to
the Third Party, the Co-Sale Offeree shall transfer his shares to the Third Party only if the Third Party concurrently therewith
purchases, on the same terms and conditions specified in the Co-Sale Notice, all of the shares of capital stock of the Company
as to which Participation Notices have been delivered.


 


4.4           Notwithstanding any provision in this Section 4 to the contrary, any Preferred Stockholder which chooses to exercise the
right of co-sale set forth in this Section 4 may designate as sellers under such right itself or its partners or Affiliates in
such proportions as it deems appropriate.


 


4.5           In the event that any Co-Sale Offeree should make a Disposition of any securities in contravention of this Section 4, the
Qualified Holders may proceed to protect and enforce their rights by suit in equity or by action at law, whether for the specific
performance of any term contained in this Agreement or for an injunction against the breach of any such term or in furtherance
of the exercise of any power granted in this Agreement, or to enforce any other legal or equitable right of the Qualified Holders
or to take one or more of such actions.



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		5.	Exempted
                                         Transfers.



 


Notwithstanding
the foregoing or anything to the contrary herein, in addition to the exceptions to the transfer restrictions set forth in
Section 2, the provisions of Section 2 shall not apply (i) with respect to shares of Common Stock held by any of Leon
Recanati, MTS Investments, Inc., Sigma Investments (1992) Ltd., Provident Fund of the Employees of the Hebrew University of
Jerusalem Ltd., Michel Crouhy, Gemini Israel IV L.P., Gemini Israel IV (Annex Fund) L.P., Gemini Partners Investors IV L.P.,
Gemini Partners Investors IV (Annex Fund) L.P., Lightspeed Venture Partners VII, L.P., SGE, Index or G+J and (ii) with
respect to the Preferred Stock, in each case with regard to a pledge of capital stock that creates a mere security interest
in such capital stock, provided that the pledgee thereof agrees in writing in advance to be bound by and comply with all
applicable provisions of this Agreement to the same extent as if it were the pledgor making such pledge. In addition, the
provisions of Sections 2, 3 and 4 shall not apply upon a Disposition of capital stock by the holder made for bona fide tax
planning purposes, either during his lifetime or on death by will or intestacy to his spouse, child (natural or adopted), or
any other direct lineal descendant of the holder (or his spouse) (all of the foregoing collectively referred to as
 “family members”), or any other relative/person approved by the Board of Directors of the Company, or any
custodian or trustee of any trust, corporation partnership, limited liability company or other entity for the benefit of, or
the ownership interests of which are owned wholly by, the holder or any such family members; provided that the holder shall
deliver prior written notice to the Preferred Stockholders of such pledge, gift or transfer and such shares of capital stock
shall at all times remain subject to the terms and restrictions set forth in this Agreement and such transferee shall, as a
condition to such issuance, deliver a counterpart signature page to this Agreement as confirmation that such transferee shall
be bound by all the terms and conditions of this Agreement as a party (but only with respect to the securities so
transferred to the transferee).


 


		6.	Bring-Along
                                         Rights.



 


6.1           Until
an IPO, and subject to the voting rights set forth in the Amended Certificate, in the event a third party offers to purchase all
or substantially all of the issued capital stock and/or assets of the Company in one transaction or a series of related transactions
or otherwise effect a Deemed Liquidation (the “Purchase Offer”), then, in the event that Stockholders holding
more than fifty percent (50%) of the Company’s then issued and outstanding share capital, which majority shall also include
Preferred Stockholders holding more than fifty percent (50%) of the Company’s then issued and outstanding Preferred Stock
(on an as-converted basis), agree to accept the Purchase Offer (each of the above mentioned Preferred Stockholders agreeing to
accept the Purchase Offer shall be referred to as a “Drag Along Stockholder”), then, provided that the Purchase
Offer received all necessary consents in accordance with the Company’s Amended and Restated Certificate of Incorporation:


 


(i)          at every meeting of the stockholders of the Company called with respect to any of the following, and at every adjournment
or postponement thereof, and on every action or approval by written consent of the stockholders of the Company with respect to
any of the following, each of the other stockholders of the Company (the “Remaining Holders”) shall vote all
shares of capital stock of the Company that such Remaining Holder then holds or for which such Remaining Holder otherwise then
has voting power: (A) in favor of approval of the Purchase Offer and any matter that could reasonably be expected to facilitate
the Purchase Offer, and (B) against any proposal for any recapitalization, merger, sale of assets or other business combination
(other than the Purchase Offer) between the Company and any person or entity other than the party or parties to the Purchase Offer
or any other action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation
or agreement of the Company under the definitive agreement(s) related to the Purchase Offer or which could result in any of the
conditions to the Company’s obligations under such agreement(s) not being fulfilled;



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(ii)         if the Purchase Offer is structured as (A) a merger, consolidation or sale of assets, each Remaining Holder shall waive
any dissenters’ rights or similar rights in connection with such merger, consolidation or sale of assets, or (B) a sale of
stock, each Remaining Holder shall agree to sell all of the Shares and rights to acquire shares of capital stock of the Company
held by such Remaining Holder on the terms and conditions approved by the Drag Along Stockholders; and


 


(iii)        each Remaining Holder shall take all necessary actions in connection with the consummation of the Purchase Offer as requested
by the Company or the Drag Along Stockholders and shall, if requested by the Drag Along Stockholders, execute and deliver any agreements
prepared in connection with such Purchase Offer which agreements are executed by the Drag Along Stockholders.


 


(b)           Each Remaining Holder hereby grants to the Chief Executive Officer of the Company an irrevocable proxy, coupled with an
interest, effective upon a failure or a refusal by any such Remaining Holder to vote its Shares in accordance herewith, within
30 days of the receipt of notice of the Purchase Offer, to vote all of such Remaining Holder’s Shares and to take such other
actions to the extent reasonably necessary to carry out the provisions of this Section 6 in the event of any breach or imminent
breach of this Section 6. The Company and all of its stockholders each agree and acknowledge that: (i) monetary damages would not
adequately compensate an injured party for the breach of this Section 6 by any party; (ii) this Section 6 shall be specifically
enforceable; and (iii) any breach or threatened breach of this Section 6 shall be the proper subject of a temporary or permanent
injunction or restraining order. Further, each party hereto waives any claim or defense that there is an adequate remedy at law
for such breach or threatened breach. In the event that any party hereto who is a stockholder of the Company fails to surrender
its stock certificate in connection with the consummation of such Purchase Offer, such certificate shall be deemed automatically
canceled and the Company shall be authorized to issue a new certificate in the name of the third party purchaser that made the
Purchase Offer (or such other person as is requested by the purchaser) and the Company’s Board of Directors shall be authorized
to establish an escrow account into which the consideration for such canceled shares shall be deposited and to appoint a trustee
to administer such account.


 


6.2           The proceeds of the Purchase Offer shall be distributed pursuant to Article IV(B)(2) of the Amended Certificate.


 


6.3           The Company’s equity based plans and all other issuances of Company’s securities will include provision that
subject all shares issuable under such plans or other issuances to the provisions of this Section 6.


 


6.4           The provisions of Section 2, 3 and 4 shall not apply to a sale of shares in accordance with this Section 6.


 


6.5           Notwithstanding the foregoing, a Remaining Stockholder will not be required to comply with this Section 6 in connection
with any Purchase Offer unless:


 


(a)            any representations and warranties to be made by such Remaining Stockholder in connection with the Purchase Offer are limited
to representations and warranties related to authority, ownership and the ability to convey title to the shares of capital stock
of the Company held by such Remaining Stockholder, including but not limited to representations and warranties that (i) the Remaining
Stockholder holds all right, title and interest in and to the shares of capital stock of the Company such Remaining Stockholder
purports to hold, free and clear of all liens and encumbrances, (ii) the obligations of the Remaining Stockholder in connection
with the transaction have been duly authorized, if applicable, (iii) the documents to be entered into by the Remaining Stockholder
have been duly executed by the Remaining Stockholder and delivered to the acquirer and are enforceable against the Remaining Stockholder
in accordance with their respective terms and (iv) neither the execution and delivery of documents to be entered into in connection
with the transaction, nor the performance of the Remaining Stockholder’s obligations thereunder, will cause a breach or violation
of the terms of any agreement, law or judgment, order or decree of any court or governmental agency;



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(b)           the Remaining Stockholder shall not be liable for the inaccuracy of any representation or warranty made by any other person
or entity in connection with the Purchase Offer, other than the Company (except to the extent that funds may be paid out of an
escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any Stockholder
of any of identical representations, warranties and covenants provided by all Stockholders);


 


(c)           the liability for indemnification, if any, of such Remaining Stockholder in connection with the Purchase Offer and for the
inaccuracy of any representations and warranties made by the Company or its Stockholders in connection with such Purchase Offer,
is several and not joint with any other person or entity (except to the extent that funds may be paid out of an escrow established
to cover breach of representations, warranties and covenants of the Company as well as breach by any Stockholder of any of identical
representations, warranties and covenants provided by all Stockholders), and subject to the provisions of the Amended Certificate
related to the allocation of the escrow, is pro rata in proportion to, and does not exceed, the amount of consideration paid to
such Remaining Stockholder in connection with such Purchase Offer;


 


(d)           liability shall be limited to such Remaining Stockholder’s applicable share (determined based on the respective proceeds
payable to each Stockholder in connection with such Purchase Offer in accordance with the provisions of the Amended Certificate)
of a negotiated aggregate indemnification amount that applies equally to all Stockholders but that in no event exceeds the amount
of consideration otherwise payable to such Remaining Stockholder in connection with such Purchase Offer, except with respect to
claims related to fraud by such Remaining Stockholder, the liability for which need not be limited as to such Remaining Stockholder;



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(e)           upon
the consummation of the Purchase Offer, (i) each holder of each class or series of the Company’s stock will receive
the same form of consideration for their shares of such class or series as is received by other holders in respect of their
shares of such same class or series of stock, (ii) each holder of a series of Preferred Stock will receive the same amount of
consideration per share of such series of Preferred Stock as is received by other holders in respect of their shares of such
same series, (iii) each Common Stockholder will receive the same amount of consideration per share of Common Stock or Series
E Preferred Stock, as applicable, as is received by other Common Stockholders in respect of their shares of Common Stock or
shares of Series E Preferred Stock, as applicable, and (iv) the aggregate consideration receivable by all holders of the
Preferred Stock and Common Stock shall be allocated among the holders of Preferred Stock and Common Stock (assuming for this
purpose that the Purchase Offer is a Deemed Liquidation) in accordance with Article IV (B)(2) of the Amended Certificate in
effect immediately prior to the Purchase Offer; provided, however, that, notwithstanding the foregoing, if the consideration
to be paid in exchange for the shares of capital stock of the Company held by the Common Stockholders or the Preferred
Stockholders, as applicable, pursuant to this Subsection 6.5(e) includes any securities and due receipt thereof by any Common
Stockholder or Preferred Stockholder would require under applicable law (x) the registration or qualification of such
securities or of any person as a broker or dealer or agent with respect to such securities or (y) the provision to any Common
Stockholder or Preferred Stockholder of any information other than such information as a prudent issuer would generally
furnish in an offering made solely to “accredited investors” as defined in Regulation D promulgated under the
Securities Act of 1933, as amended, the Company may cause to be paid to any such Common Stockholder or Preferred Stockholder
in lieu thereof, against surrender of the shares of capital stock of the Company held by the Common Stockholder or Preferred
Stockholder, as applicable, which would have otherwise been sold by such Common Stockholder or Preferred Stockholder, an
amount in cash equal to the fair value (as determined in good faith by the Company) of the securities which such Common
Stockholder or Preferred Stockholder would otherwise receive as of the date of the issuance of such securities in exchange
for the shares of capital stock of the Company held by such Common Stockholder or Preferred Stockholder, as applicable;


 


(f)            subject to clause (e) above, requiring the same form of consideration to be available to the holders of any single class
or series of capital stock, if any holders of any capital stock of the Company are given an option as to the form and amount of
consideration to be received as a result of the Purchase Offer, all holders of such capital stock will be given the same option;
provided, however, that nothing in this Section 6.5(f) shall entitle any holder to receive any form of consideration that such
holder would be ineligible to receive as a result of such holder’s failure to satisfy any condition, requirement or limitation
that is generally applicable to the Company’s Stockholders; and


 


(g)           G+J shall not be required to agree to (i) a release of claims except in its capacity as a stockholder of the Company, or
(ii) any non-competition restriction and, with respect to any non-solicitation, no hire, or other restrictive covenant, the Company
shall use commercially reasonable efforts, taking into account G+J’s commercial requirements, to obtain an exemption for G+J; provided,
however, such limitation shall not be deemed to limit, terminate or otherwise impair the Company’s ability to enforce its
rights pursuant to Section 24 of that certain Share Purchase Agreement dated February 25, 2019 by and among G+J, the Company and
the other persons named therein to the extent the rights set forth in such section were in effect immediately prior to the closing
of such Purchase Offer.



    10 


     


    


		7.	Composition
                                         of the Board.



 


7.1           Until the consummation of a Qualified IPO, the Company’s Board of Directors shall consist of up to nine (9) members,
who shall be appointed as follows:


 


(a)            The
holders of a majority of the Company’s issued and outstanding Common Stock and Series E Preferred Stock, voting together
as a single class (and not including any series of Preferred Stock that are convertible into Common Stock except for the Series
E Preferred Stock), shall be entitled to elect two (2) directors of the Company, who shall be nominated by the Founders, but (with
respect to each Founder) only for so long as he owns securities in the Company (in the event that the Founders do not own securities
in the Company, the Company’s Board of Directors shall name such nominees) (the “Common Director”);


 


(b)            The holders of Preferred Stock, voting together as a single class, shall have the right to appoint six (6) directors, to
be designated: one (1) by Viola Ventures III, L.P., one (1) by Lightspeed Venture Partners VII, L.P., one (1) by Gemini Israel
IV L.P., one (1) by Leon Recanati, one (1) by Index and one (1) by SGE; provided
that, immediately prior to the effectiveness of the registration statement for the Company’s IPO, SGE shall cause
the director appointed by it to resign from the Board of Directors pursuant to the pre-signed letter of resignation delivered to
the Company on the date hereof, which will become effective immediately prior to the effectiveness of the registration statement
for the Company’s IPO. SGE shall no longer have the right to appoint a director after such time; and


 


(c)            So long as G+J continues to hold capital stock of the Company that represents at least 5% of the issued and outstanding
shares of stock of the Company on a fully diluted basis G+J shall be entitled to designate one (1) member of the Board of Directors.


 


7.2           Until
the consummation of a Qualified IPO each of (i) the Common Stockholders (voting together as a single class), (ii) the Preferred
A Stockholders (on an as converted basis, voting together as a single class), (iii) HarbourVest Partners L.P. (“HarbourVest”),
(iv) Viola Ventures III, L.P., (v) Index and (vi) to the extent that G+J holds capital stock of the Company that represents less
than 5% but at least 2% of the issued and outstanding shares of stock of the Company on a fully diluted basis, G+J, shall each
be entitled to appoint a non-voting observer to the Company’s Board of Directors (the “Observer”) (provided
however, that the Company shall not be required to pay any expenses of an Observer, other than the Observer appointed by HarbourVest,
in connection with such Observer’s participation in a meeting of the Company’s Board of Directors and, provided further,
that each such Observer shall, as a condition precedent to attending a meeting of the Company’s Board of Directors and/or
receiving any materials from the Company, execute a confidentiality agreement as approved by the Company). The Company shall provide
to each Observer that has signed a confidentiality agreement as approved by the Company the same materials provided to each of
the members of the Company’s Board of Directors, provided the Company may withhold some or all of such materials if the
Board of Directors, in its reasonable discretion, determines that such materials are particularly sensitive and confidential.


 


7.3           Each committee of the Company’s Board of Directors shall include at least two of the directors appointed by the holders
of Preferred Stock. No powers conferred to the Company’s Board of Directors may be delegated to any of its committees (each
a “Committee”) without the prior written consent of at least two of the directors appointed by the holders
of Preferred Stock. Notwithstanding the foregoing, no powers may be delegated to any Committee if the effect of such delegation
is to adversely affect the board approval rights held by the Preferred Stockholders.



    11 


     


    


7.4           Each party to this Agreement agrees that it shall vote all shares of the Company it holds or otherwise has the power to
vote (including, without limitation, any Common Stock obtained upon the conversion of Preferred Stock and all shares acquired after
the date of this Agreement) to ensure election or removal of the Company’s directors in accordance with the provisions of
this Section 7. Any director may only be removed and replaced as set forth in Section 7.1. A resolution regarding the filling of
vacancies, and replacement and removal of directors may be adopted in a meeting of the relevant class or by a written consent of
the relevant class, in each case, by a majority vote.


 


7.5           The right of a specific stockholder, to designate the members of the Company’s Board of Directors as specified above,
shall remain in effect as long as such stockholder and/or its Affiliates owns shares of the Company. Except as otherwise set forth
above, in the event that any such stockholder and/or its Affiliates no longer hold shares in the Company, the applicable board
member shall be appointed by the applicable class, without any right or obligation to vote for a specific designee.


 


7.6           The Company will take all steps necessary to ensure that: (i) those holders entitled to appoint member(s) to the Board of
Directors of the Company shall also be entitled to appoint directors, in the same number and under the same conditions, to the
Board of Directors of each subsidiary of the Company; and (ii) that the veto rights and special majority requirements for taking
certain actions as set forth in Section 4 of Article IV of the Amended Certificate, also apply to any such action or resolution
of a subsidiary.


 


7.7           The Company shall reimburse the members of the Board of Directors, and the observer appointed by HarbourVest, for all out
of pocket expenses (including travel expenses) incurred as directors, or as an observer in the case of HarbourVest, of the Company
(i) with respect to participation in Board meetings, in accordance with a policy to be adopted by the Board of Directors, and (ii)
with respect to other expenses, if such expenses have been approved in advance by the Company.


 


7.8           Indemnification
Matters. The Company hereby acknowledges that certain directors including any director appointed by G+J (each a
 “Fund Director”) may have certain rights to indemnification, advancement of expenses and/or insurance
provided by one or more of the holders of the Company’s Common Stock, Series A Preferred, Series B Preferred, Series C
Preferred, Series D Preferred, Series F Preferred and Series G Preferred, as applicable, and certain of their affiliates
(collectively, the “Fund Indemnitors”). The Company hereby agrees (a) that it is the indemnitor of first
resort (i.e., its obligations to any such Fund Director are primary and any obligation of the Fund Indemnitors to advance
expenses or to provide indemnification for the same expenses or liabilities incurred by such Fund Director are secondary),
(b) that it shall be required to advance the full amount of expenses incurred by such Fund Director and shall be liable for
the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of any such Fund
Director to the extent legally permitted and as required by the Amended Certificate or Bylaws of the Company (or any
agreement between the Company and such Fund Director), without regard to any rights such Fund Director may have against the
Fund Indemnitors, and (c) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims
against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company
further agrees that no advancement or payment by the Fund Indemnitors on behalf of any such Fund Director with respect to any
claim for which such Fund Director has sought indemnification from the Company shall affect the foregoing and the
Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all
of the rights of recovery of such Fund Director against the Company.



    12 


     


    


8.             Changes in Stock.
If, from time to time during the term of this Agreement (a) there is a dividend of any security, stock split or other change
in the character or amount of any of the outstanding securities of the Company or (b) there is any consolidation or merger immediately
following which stockholders of the Company hold more than fifty percent (50%) of the voting equity securities of the surviving
corporation, then, in such event, any and all new, substituted or additional securities or other property to which any stockholder
is entitled by reason of his ownership of the Shares shall be immediately subject to the provisions of this Agreement and be included
in the word “Shares” and “Securities” for all purposes of this Agreement with the same force and effect
as the Shares and Securities presently subject to this Agreement and with respect to which such securities or property were distributed.


 


9.             Legends.
All certificates representing any Shares subject to the terms of this Agreement shall have endorsed thereon a legend to substantially
the following effect:


 


“THE
SALE, PLEDGE OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN
AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT BY AND AMONG THE HOLDER HEREOF, THE COMPANY AND CERTAIN OTHER STOCKHOLDERS OF
THE COMPANY. A COPY OF SUCH AGREEMENT IS ON FILE AT THE COMPANY’S PRINCIPAL PLACE OF BUSINESS.”


 


10.           Transfer
of Stock. The Company shall not (a) permit any transfer on its books of any Shares which shall have been sold or
transferred in violation of any of the provisions set forth in this Agreement or (b) treat as owner of such Shares or accord the
right to vote as owner or to pay any dividends to any transferee to whom such Shares shall have been sold or transferred in violation
of any of the provisions set forth in this Agreement.


 


11.           Strategic
Stand-Still. Except in connection with the sale of all or substantially all of the Company’s issued capital
stock or any other Deemed Liquidation, no Stockholder shall transfer, any securities of the Company or grant any right with respect
to such securities (any such action, a “Grant”), to a strategic investor, as determined by a majority of the
Company’s Board of Directors (any such investor, including affiliates and/or other parties acting in concert with it, a
 “Strategic Investor”), if following such Grant, the Strategic Investor will hold (beneficially or of record)
or have the right to acquire or the right to vote or direct the vote of, securities of the Company which constitute, or are convertible
into, in the aggregate, more than 20% of the Company’s capital stock, unless the holders of at least sixty-six percent (66%)
of the Preferred Stock (on an as converted basis, voting together as a single class) have provided their prior written consent
to such Grant (the “Written Consent”), and then, only on the terms and conditions set forth in the Written
Consent. The Written Consent shall also be required for any additional Grant to a Strategic Investor which has already received
a Written Consent with respect to a prior Grant.



    13 


     


    


12.          Termination.
The provisions of Sections 9 through 11 shall terminate upon an IPO, and this Agreement shall terminate upon the closing of
a Qualified IPO.


 


13.          Miscellaneous.


 


13.1        Further Assurances. Each
of the parties hereto shall perform such further acts and execute such further documents as may reasonably be necessary to carry
out and give full effect to the provisions of this Agreement and the intentions of the parties as reflected thereby.


 


13.2        Governing Law. This Agreement
shall be governed by and construed in accordance with the laws of the State of Delaware excluding that body of law pertaining to
conflict of law. The parties hereto agree to submit to the jurisdiction of the United States federal and state courts of the State
of Delaware with respect to the breach or interpretation of this Agreement or the enforcement of any and all rights, duties, liabilities,
obligations, powers, and other relations between the parties arising under this Agreement.


 


13.3        Successors and Assigns; Assignment.
Except as otherwise expressly limited herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors,
assigns, heirs, executors, and administrators of the parties hereto.


 


13.4        Entire
Agreement; Amendment and Waiver. This Agreement and the Schedules hereto constitute the full and entire understanding
and agreement between the parties with regard to the subject matters hereof and thereof, and amend and restate in its entirety
the Prior Stockholders’ Agreement. Any term of this Agreement may be amended and the observance of any term hereof may be
waived (either prospectively or retroactively and either generally or in a particular instance) only with the written consent
of (i) the Company, and (ii) the holders of more than fifty percent (50%) of the issued and outstanding Preferred Stock (on an
as converted basis, together as a single class) which are held by parties to this Agreement, provided,
however, (a) should such waiver or amendment change the rights or privileges granted to a particular stockholder or
class or series of stockholders, in a manner adverse and different from other stockholders (such more adversely affected stockholders,
a “Discriminated Class”), then such waiver or amendment shall be subject to the written approval of the stockholder/s
who are the owners of record of a majority of the issued and outstanding shares of such Discriminated Class voting together as
a single class, and (b) any right or limitation provided for the express benefit of a specifically named party to this Agreement
may not be amended or waived without the consent of such party. Further, Sections 6.2 and 6.5(e)(iv) and this sentence may not
be amended or waived (i) as long as any originally issued shares of Series G Preferred remains outstanding, without the written
consent of the owners of record of at least fifty-one percent (51%) of the outstanding shares of Series G Preferred, (ii) as long
as any of the originally issued shares of Series F Preferred remain outstanding, without the written consent of the holders of
at least fifty-one percent (51%) of the outstanding shares of Series F Preferred, and (iii) as long as any of the originally issued
shares of Series D Preferred remain outstanding, without the written consent of the holders of at least sixty percent (60%) of
the outstanding shares of Series D Preferred. Any amendment or waiver adopted with the applicable foregoing consents shall be
binding upon all parties to this Agreement.


 


13.5       
Notices, etc. All notices and other communications
required or permitted hereunder to be given to a party to this Agreement shall be in writing and shall be telecopied or mailed
by registered or certified mail, postage prepaid, or otherwise delivered by hand or by messenger, addressed to such party’s
address as set forth below:






    14 


     


    

if
to the Preferred B Stockholders or the Preferred C Stockholders or the Preferred D Stockholders or the Preferred F Stockholders
or the Preferred G Stockholders to the addresses set forth in Schedule
3 or Schedule 4 or Schedule
5 or Schedule 6 or Schedule
7, as applicable:


 


with
a copy (which shall not constitute notice) to:


 


Yigal
Arnon & Co.


22 J. Rivlin Street


Jerusalem 94240, Israel


Facsimile: +972 (2)
623-9236


Attn:
Yarom Romem, Adv.


E-mail: yaromr@arnon.co.il


 


with
a copy (which shall not constitute notice) to:


 


Meitar,
Liquornik, Geva & Leshem, Brandwein


16
Abba Hillel Silver Rd.


Ramat Gan 52506, Israel


Facsimile: +972 (3) 610-3656


Attn:
Asaf Harel, Adv.


E-mail:
aharel@meitar.com


 


and
to:


 


Shenhav & Co. Law Offices


4
Ha’nechoshet St.,


Tel Aviv 69710, Israel


Facsimile: +972 (3) 611-0788


Attn:
Shmulik Atias, Adv.


E-mail: shmulik@shenhavlaw.co.ilshmulik@shenhavlaw.co.il


 


and
to:


 


Goodwin
Procter LLP


135 Commonwealth Drive


Menlo Park, CA 94025


Attn: Anthony McCusker, Esq.


 


and
to:


 


Amit,
Pollak, Matalon & Co. 


Nitsba
Tower, 18th Fl. 


17  
Yitzhak Sadeh St. 


Tel-Aviv
67775 Israel 


Tel.
+972 3 5689018 ext. 148


Fax. +972 3 5689017


Attn: Daniel Marcus, Adv.


 

if
to the Preferred A Stockholders: to the addresses set forth in Schedule
2



    15 


     


    




with
a copy to:


 


Barak
S. Platt


Yigal
Arnon & Co.


1
Azrieli Center


Tel
Aviv 67021 Israel


Facsimile:
(972-3) 608-7714


 


if to the Common Holders: to the addresses set forth in Schedule
1


 


if
to the Company:


 


Michael
J. Kistler


Outbrain
Inc.


39
West 13th Street NY, NY 10011


Facsimile: (917) 591-5856


 


and
to:


 


Loeb
 & Loeb LLP


345 Park Avenue


New York, New York 10154


Tel.: 212 407-4937


Facsimile: 212 656-1076


Attn:
Lloyd L. Rothenberg


 


if to G+J to the addresses set forth on Schedule
9.


 


or
such other address with respect to a party as such party shall notify each other party in writing as above provided. Any notice
sent in accordance with this Section 13.5 shall be effective (i) if mailed, seven (7) business days after mailing, (ii) if sent
by messenger, upon delivery, and (iii) if sent via telecopier, upon transmission and electronic confirmation of receipt or (if
transmitted and received on a non-business day) on the first business day following transmission and electronic confirmation of
receipt.


 


13.6        Delays or Omissions. No
delay or omission to exercise any right, power, or remedy accruing to any party upon any breach or default under this Agreement,
shall be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent, or approval
of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any
party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically
set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any of the parties, shall
be cumulative and not alternative.



    16 


     


    


13.7         Severability. If any provision
of this Agreement is held by a court of competent jurisdiction to be unenforceable under applicable law, then such provision shall
be excluded from this Agreement and the remainder of this Agreement shall be interpreted as if such provision were so excluded
and shall be enforceable in accordance with its terms; provided, however, that in such event this Agreement shall be interpreted
so as to give effect, to the greatest extent consistent with and permitted by applicable law, to the meaning and intention of the
excluded provision as determined by such court of competent jurisdiction.


 


13.8         Counterparts. This Agreement
may be executed in any number of counterparts, each of which shall be deemed an original and enforceable against the parties actually
executing such counterpart, and all of which together shall constitute one and the same instrument.


 


13.9         Additional
Parties. Notwithstanding anything to the contrary contained herein, if shares of Series E Preferred Stock are issued
on or after the date hereof or additional Common Stock are issued after the date hereof pursuant to exercise of Awards under the
Company’s 2007 Omnibus Securities and Incentive Plan (as such term is defined therein) or pursuant to exercise of warrants,
any holder of such Series E Preferred Stock or purchaser of Common Stock shall become a party to this Agreement by executing a
Joinder Agreement, substantially in the form attached hereto as Exhibit
A, and thereafter shall be deemed a “Common Stockholder” for all purposes hereunder, and Schedule
I to this Agreement shall be updated to reflect the addition of such “Common Stockholder”.


 


13.10     
Aggregation of Stock. All
Preferred Stock or Common Stock, as the case may be held or acquired by a stockholder and its Permitted Transferee(s), and Leon
Recanati and RH Internet II LLC, shall be aggregated together for the purpose of determining the availability of any rights under
this Agreement.



    17 


     


    


IN
WITNESS WHEREOF, the undersigned have executed this Amended and Restated Stockholders’ Agreement as of the date set forth
above.


 


	 	OUTBRAIN INC.
	 	 
	 	By:	/s/
    Yaron Galai
	 	 	Name:  Yaron
    Galai
	 	 	Title:    CEO 
	 	 	 
	 	/s/
    Yaron Galai
	 	YARON GALAI
	 	 
	 	/s/
    Ori Lahav
	 	ORI LAHAV


 

Signature page
to SHA




     


     


    


IN
WITNESS WHEREOF, the undersigned have executed this Amended and Restated Stockholders’ Agreement as of the date set forth
above.


 


	SUSQUEHANNA
    GROWTH EQUITY FUND IV, LLLP	 
	 	 
	By:	Susquehanna
    Growth   Equity,   LLC,   its authorized   agent	 
	 	 	 
	By:	/s/
    Amir	 
	 	Name:   Amir	 
	 	Title:   Goldman	 
	 	 	 
	HARBOURVEST
    PARTNERS IX-VENTURE FUND L.P.	 
	 	 	 
	By:	HarbourVest
    IX-Venture Associates L.P., its General Partner	 
	By:	HarbourVest
    IX-Venture Associates LLC, its General Partner	 
	By:	HarbourVest
    Partners, LLC, its Managing Member	 
	 	 	 
	By:	/s/
    Peter B. Lipson	 
	 	Name:
    Peter B. Lipson	 
	 	Title:
      Managing Director	 
	 	 	 
	HARBOURVEST/NYSTRS
    CO-INVEST FUND L.P.	 
	 	 
	By:	HIPEP
    VI Select Associates L.P., its General Partner	 
	By:	HIPEP
    VI Select Associates LLC, its General Partner	 
	By:	HarbourVest
    partners, LLC, its Managing Member	 
	 	 	 
	By:	/s/
    Peter B. Lipson	 
	 	Name:
    Peter B. Lipson	 
	 	Title:
      Managing Director	 
	 	 	 
	LIGHTSPEED
    VENTURE PARTNERS VII L.P.	 
	 	 
	By:	Lightspeed
    General Partner VII, L.P., its General Partner	 
	By:	Lightspeed
    Ultimate General Partner VII, Ltd., its General Partner	 
	 	 	 
	By:	/s/
    Ravi Mhatre	 
	 	Name:
    Ravi Mhatre	 
	 	Title:	 


 


Signature
page to SHA




     


     

    

	VIOLA
    VENTURES, III L.P.	 
	 	 
	By:	Viola
    3 Ltd., its General Partner	 
	 	 	 	 
	By:	[ILLEGIBLE]	[ILLEGIBLE]	 
	 	Name:	 
	 	Title:	 
	 	 
	GEMINI
                                            ISRAEL IV L.P.

        GEMINI
        ISRAEL IV (ANNEX FUND) L.P.
	 
	 	 
	By:   	Gemini
    Associates IV L.P., its General Partner	 
	By:   	Gemini
    Associates IV G.P., its General Partner	 
	 	 
	By:	/s/
    Yossi Sela	/s/
    Menashe Ezra	 
	 	Name:
    Yossi Sela	Menashe
    Ezra	 
	 	Title:  Managing
    Partner	Managing
    Partner	 
	 	 	 	 
	By:	/s/
    Yossi Sela	/s/
    Menashe Ezra	 
	 	Name:
    Yossi Sela	Menashe
    Ezra	 
	 	Title:  Managing
    Partner	Managing
    Partner	 



 

	GEMINI
PARTNERS INVESTORS IV L.P.

        GEMINI
PARTNERS INVESTORS IV (ANNEX FUND) L.P.
	 
	 	 
	By:	Gemini
    Israel Funds IV Ltd., its General Partner	 
	 	 	 
	By:	/s/
    Yossi Sela	/s/
    Menashe Ezra	 
	 	Name:
    Yossi Sela	Menashe
    Ezra	 
	 	Title:  Managing
    Partner	Managing
    Partner	 
	 	 	 	 
	By:	/s/
    Yossi Sela	/s/
    Menashe Ezra	 
	 	Name:
    Yossi Sela	Menashe
    Ezra	 
	 	Title:  Managing
    Partner	Managing
    Partner	 
	 	 	 	 



Signature
page to SHA


    19 


     

    

	INDEX
    VENTURES GROWTH II (JERSEY), L.P.	 
	INDEX
    VENTURES GROWTH II PARALLEL ENTREPRENEUR FUND (JERSEY), L.P.	 
	 	 
	By: 	Index Venture Growth Associates II Limited, its Managing
General Partner	 
	 	 	 
	By:	 /s/ N.T. Greenwood	 
	 	Name: N.T. Greenwood	 
	 	Title: Director	 
	 	 	 
	By: 	/s/ I J Henderson	 
	 	Name: I J Henderson	 
	 	Title: Director	 



 

	YUCCA
    (JERSEY) SLP	 
	 	 
	By: 	Elian Employee Benefit Services Limited as Authorized
Signatory of Yucca (Jersey) SLP in its capacity as administrator of the Index Co-Investment Scheme	 
	 	 
	By:	/s/
    David Middleton	/s/
    Luke Aubert	 
	 	Name:
    David Middleton	Luke
    Aubert	 
	 	Title:
    Authorised Signatories	 	 



 

	RH
    INTERNET II LLC	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 
	VINTAGE
    INVESTMENT PARTNERS V (CAYMAN), L.P.	 
	VINTAGE
    INVESTMENT PARTNERS V (ISRAEL), L.P.	 
	 	 
	By:	 Vintage Investment Partners 5, L.P., its General Partner	 
	By: 	Vintage Fund 5 Ltd., its General Partner	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 


Signature
page to SHA


    20 


     

    

	MICHEL CROUHY	 
	 	 
	MICHAL EDELSTYN (by Simon Edelstyn by Proxy)
	 	 
	ZOHAR GILON	 
	 	 
	LEON RECANATI	 
	 	 





	PROVIDENT FUND OF THE EMPLOYEES
    OF THE HEBREW UNIVERSITY OF JERUSALEM LTD.
	 
	By:	 	 
	 	Name: 	 
	 	Title:	 
	 	 
	MTS INVESTMENTS INC.	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 
	STARTIFY (1992) LTD. (FKA SIGMA INVESTMENTS
    1992 LTD.)	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title	 
	 	 
	LOEB & LOEB LLP	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 


Signature
page to SHA


    21 


     

    

	GRUNER
    + JAHR GMBH	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 	 


Signature
page to SHA






    22 


     

    

	Dan
    Galai	 	Mickey
    Kertesz
	Ziv
    Kop	 	Efrat
    Perez
	Ilan
    Lior	 	Amir
    Lahav
	Hanan
    Salinger	 	Dalit
    Lahav
	Rani
    Nelken	 	Isaschar
    Kurt
	Eytan
    Galai	 	Rotem
    Doron
	Uri
    Galai	 	Ester
    Shabtai
	Noam
    Galai	 	Doron
    Levin


Signature
page to SHA




     


     

    

SCHEDULE
1



 


THE
COMMON STOCKHOLDERS


 


	Name
    and Address	 	 	 	 
	 	 	 	 	 






	Dan Galai
	20a Harav Berlin St.
	Jerusalem, Israel
	 
	Ziv Kop
	85 Medinat Hayehudim,
	Hertzlia
	 
	Ilan Lior
	11 Menachem Begin St.,
	Ramat Gan 52681, Israel
	 
	Hanan Salinger
	11 Menachem Begin St.,
	Ramat Gan 52681, Israel
	 
	Loeb & Loeb
	345 Park Ave,
	NY, NY 10154-1895
	 
	Mickey Kertesz
	Verburg 6, Tel Aviv,
	64289
	 
	Rani Nelkin
	53 Standish St.,
	Cambridge MA 02138
	USA
	 
	Eytan Galai
	20 Burla St., Jerusalem,
	Israel
	 
	Uri Galai
	2 Oush St., Jerusalem,
	Israel
	 
	 
	 





 


	Noam Galai
	142 E 33rd St. APT 2C.
	NY, NY 10016
	Isaschar Kurt
	8 Mania Shochat St.,
	Holon, Israrel
	 
	Doron Levin
	4 Hanegba St.,
	Zichron
	Yaacov, Israel
	 
	Efrat Perez
	Tachkemoni 6\2 Pardes
	Hana 63714
	 
	Amir Lahav
	Moshav Moledet D.N.
	Gilboa, Israel
	 
	Dalit Lahav
	Kibutz Nachsholim D.N.
	Hof Viola 30815
	 
	Ester Shabtai
	Tsuntz 20, Tel Aviv
	 
	Rotem Doron
	Sigma Investments (1992)
	Ltd.
	 
	Aba Hilel 14A, Ramat –
	Gan
	MTS Investments Inc.
	C\O Mutualart Inc.
	298 Fifth Ave. NY, NY 1
	0001
	USA




 


	Series E Preferred Holders
	(Visual Revenue merger)
	 
	Lerer Media Ventures, L.P.
	 
	Lerer Ventures II, L.P.
	 
	KIMA Ventures
	 
	NYC Seed, LLC
	 
	SV Angel III, LP
	 
	Fabrice Grinda
	 
	Tim Holbech
	 
	Ariel Lebowits
	 
	K. Fonager Holdings ApS
	 
	TFG Holding ApS
	 
	Tobias Peggs
	 
	John Batdorf
	 
	Serendipity Investments,
	S.L.
	 
	C. Taylor Greene
	 
	Dennis Mortensen
	 
	IA Venture Strategies
	Fund II, L.P.
	 
	IA Venture Strategies II




 


Schedule
1 to SHA




     


     


    

	Side
    Fund, L.P.
	 
	SoftBank Capital

                                                                                Technology New York

                                                                                Fund, L.P.

	 
	G&H
    Partners
	 
	Original
    8 ApS
	 
	Charles
    Holbech
	 
	Tejaswi
    Nadahalli
	 
	Alex
    Poon
	 


Schedule
1 to SHA




     


     


    

SCHEDULE
2


 


THE
PREFERRED A STOCKHOLDERS


 


Name
and Address


 


GEMINI
ISRAEL IV L.P.


GEMINI
PARTNERS INVESTORS IV L.P.


11
Hamenofim Street


Herzlia
Pituach 


Israel


 


LIGHTSPEED
VENTURE PARTNERS VII, L.P.

 2200 Sand Hill Road, Suite 100

 Menlo Park, CA 94025

 USA


 


Leon
Recanati 

27 Yoav St., 

690811, Israel 

Fax: +972-9-9701866


 


PROVIDENT
FUND OF THE EMPLOYEES OF THE HEBREW UNIVERSITY OF JERUSALEM LTD. High-Tech Village 2\2 

Givat Ram Jerusalem 

FAX: +972-2-6586779


 


Michel
Crouhy


Clinton
St.


Brooklyn,
NY 11201 USA


 


Schedule
2 to SHA




     


     


    

SCHEDULE
3


 


THE PREFERRED B STOCKHOLDERS


 


	Name
    and Address:
	 
	VIOLA
    VENTURES, III L.P.
	Delta
    House
	16
    Abba Eben Avenue
	Herzeliya
    46725
	Israel
	Attn:
    Michal Cohen
	Tel:
    +972-9-9720400
	Fax:
    +972-9-9720401
	Email:Michalc@Violaventures.comMichalc@Violaventures.com
	 
	LIGHTSPEED    VENTURE    PARTNERS
    VII, L.P.
	2200
    Sand Hill Road, Suite 100
	Menlo
    Park, CA 94025
	USA
	 
	GEMINI
    ISRAEL IV L.P.
	GEMINI
    PARTNERS INVESTORS IV L.P.
	11
    Hamenofim Street
	Herzlia
    Pituach
	Israel
	 
	Michel
    Crouhy
	160
    Clinton St.
	Brooklyn,
    NY 11201 USA
	 
	Zohar
    Gilon
	28
    Shalva Street
	Herzliya
    Pituach
	46705
    Israel
	 
	Yaron
    Galai
	200
    Rector Pl.
	NY,
    NY 10280
	 


	Leon
    Recanati
	27
    Yoav St.,
	690811,
    Israel
	Fax:
    +972-9-9701866
	 
	RH
    INTERNET II LLC
	c/o
    Tigris Group Inc.
	535
    Madison Avenue, 12th Floor
	New
    York, New York 10022
	USA
	Email:
	ashapiro@tigris.comashapiro@tigris.com
	Attn:
    Andrew M. Shapiro, General Counsel
	 
	With
    a copy to:
	 
	Rhodium
    Ltd
	Medinat
    Hayehudim St.
	Herzeliya
    Pituach 46140
	Email:
	yaron@rhodium.co.ilyaron@rhodium.co.il
	Attn:
    Yaron Kniajer, Managing Director &
	CFO




 


Schedule
3 to SHA




     


     


    

SCHEDULE
4


 


THE PREFERRED C STOCKHOLDERS


 


	Name
    and Address:
	 
	VIOLA
    VENTURES, III L.P.
	Delta
    House
	16
    Abba Eben Avenue
	Herzeliya
    46725
	Israel
	Attn:
    Michal Cohen
	Tel:
    +972-9-9720400
	Fax:
    +972-9-9720401
	Email:Michalc@Violaventures.comMichalc@Violaventures.com
	 
	Leon
    Recanati
	27
    Yoav St.,
	690811,
    Israel
	Fax:
    +972-9-9701866
	 
	RH
    INTERNET II LLC
	c/o
                                            Tigris Group Inc. 

        535
        Madison Avenue, 12th Floor 

	New
                                            York, New York 10022

                                                                                USA







	Email:
	ashapiro@tigris.comashapiro@tigris.com
	Attn: Andrew M. Shapiro, General Counsel
	 
	With a copy to:
	 
	Rhodium Ltd
	Medinat Hayehudim St.
	Herzeliya Pituach 46140
	Email:
	yaron@rhodium.co.ilyaron@rhodium.co.il
	Attn: Yaron Kniajer, Managing Director & CFO
	 
	LIGHTSPEED VENTURE PARTNERS VII, L.P.
	2200 Sand Hill Road, Suite 100
	Menlo Park, CA 94025
	USA




 


	GEMINI
    ISRAEL IV (ANNEX FUND) L.P.
	GEMINI
    PARTNERS INVESTORS IV (ANNEX FUND) L.P.
	11
    Hamenofim Street
	Herzlia
    Pituach
	Israel
	 
	PROVIDENT
    FUND OF THE EMPLOYEES OF THE HEBREW UNIVERSITY OF JERUSALEM LTD.
	High-Tech
    Village 2\2
	Givat
    Ram Jerusalem
	 
	MTS
    Investments Inc.
	C\O
    Mutualart Inc.
	298
    Fifth Ave. NY, NY 10001
	USA
	Michel
    Crouhy
	160
    Clinton St. 

    Brooklyn, NY 11201 USA




 


	Zohar Gilon
	28 Shalva Street
	 
	Herzliya Pituach
	 
	Israel
	 
	Yaron Galai
	200 Rector Pl.
	NY, NY 10280
	 
	Michal Edelstyn
	30 Bathgate Road,
	Wimbledon,
	London,
	SW19 5PJ





 


Schedule
4 to SHA




     


     


    

SCHEDULE
5


 


THE
PREFERRED D STOCKHOLDERS


 


	Name
    and Address:
	 
	VIOLA
    VENTURES, III L.P.
	Delta
    House
	16
    Abba Eben Avenue
	Herzeliya
    46725
	Israel
	Attn:
    Michal Cohen
	Tel:
    +972-9-9720400
	Fax:
    +972-9-9720401
	Email:Michalc@Violaventures.comMichalc@Violaventures.com
	 
	LIGHTSPEED
    VENTURE PARTNERS VII, L.P.
	2200
    Sand Hill Road, Suite 100
	Menlo
    Park, CA 94025
	USA
	 
	INDEX
    VENTURES GROWTH II (JERSEY), L.P.
	Index
    Venture Growth Associates II Limited
	5th
    Floor
	44
    Esplanade
	St
    Helier
	Jersey
    JE1 3FG
	Channel
    Islands
	Attention:
    Gemma Harries
	 
	INDEX
    VENTURES GROWTH II
	PARALLEL
    ENTREPRENEUR FUND (JERSEY), L.P.
	5th
    Floor
	44
    Esplanade
	St
    Helier
	Jersey
    JE1 3FG
	Channel
    Islands
	Attention:
    Gemma Harries
	 


	YUCCA
    (JERSEY) SLP
	Intertrust
    Employee Benefit Services Limited
	44
    Esplanade
	St
    Helier
	Jersey
    JE4 9WG
	Channel
    Islands
	Attention:
    Sarah Earles
	 
	with
    a copy to:
	 
	Index
    Venture Management S.A.
	2
    rue de Jargonnant
	Geneva
	Switzerland
	Fax:
    +41 22 737 0099
	Attention:
    André Dubois
	 
	Zohar
    Gilon
	28
    Shalva Street
	Herzliya
    Pituach
	46705
    Israel
	 
	Michal
    Edelstyn
	30
    Bathgate Road,
	Wimbledon,
	London,
	SW19
    5PJ




 


Schedule
5 to SHA




     


     


    

SCHEDULE
6


 


THE
PREFERRED F STOCKHOLDERS


 


	Name
    and address:
	HARBOURVEST
    PARTNERS IX-VENTURE FUND L.P.
	HARBOURVEST/NYSTRS
    CO-INVEST FUND L.P.
	c/o
    HarbourVest Partners, LLC
	One
    Financial Center
	Floor
	Boston
    MA 02111
	Attn:
    Tiffany Obenchain
	Tel
    +1 617 348 3707
	Fax
    +1 617 350 0305
	 
	with
    a copy (which shall not constitute notice) to:
	Debevoise
    & Plimpton LLP
	919
    Third Avenue
	New
    York, NY 10022
	Facsimile:
    212-909-6836
	Attn:
    David P. Iozzi
	E-mail:
	dpIozzi@debevoise.comdpIozzi@debevoise.com
	 
	VIOLA
    VENTURES, III L.P.
	Delta
    House
	16
    Abba Eben Avenue
	Herzeliya
    46725
	Israel
	Attn:
    Michal Cohen
	Tel:
    +972-9-9720400
	Fax:
    +972-9-9720401
	Email:Michalc@Violaventures.com
	 
	GEMINI
    ISRAEL IV L.P.
	GEMINI
    PARTNERS INVESTORS IV L.P.
	GEMINI
    ISRAEL IV (Annex Fund) L.P.
	GEMINI
    PARTNERS INVESTORS IV
	(Annex
    Fund) L.P.
	11
    Hamenofim Street
	Herzlia
    Pituach


	Israel
	 
	LIGHTSPEED
    VENTURE PARTNERS VII, L.P.
	2200
    Sand Hill Road, Suite 100
	Menlo
    Park, CA 94025
	USA
	 
	INDEX
    VENTURES GROWTH II (JERSEY), L.P.
	INDEX
    VENTURES GROWTH II PARALLEL ENTREPRENEUR FUND (JERSEY), L.P.
	5th
    Floor
	44
    Esplanade
	St
    Helier
	Jersey
    JE1 3FG
	Channel
    Islands
	Attention:
    Gemma Harries
	 
	with
    a copy (which shall not constitute notice) to:
	Index
    Venture Management S.A.
	2
    rue de Jargonnant
	1207
    Geneva
	Switzerland
	Fax:
    +41 22 737 0099
	Attention:
    André Dubois
	 
	YUCCA
    (JERSEY) SLP
	 
	Intertrust
    Employee Benefit Services Limited
	44
    Esplanade
	St
    Helier
	Jersey
    JE4 9WG
	Channel
    Islands
	Attention:
    Sarah Earles




 


Schedule
6 to SHA




     


     


    

	with
    a copy to:
	Index
    Venture Management S.A.
	2
    rue de Jargonnant
	Geneva
	Switzerland
	Fax:
    +41 22 737 0099
	Attention:
    André Dubois
	 
	Leon
    Recanati
	27
    Yoav St.,
	690811,
    Israel
	Fax:
    +972-9-9701866
	 
	RH
    INTERNET II LLC
	c/o
    Tigris Group Inc.
	535
    Madison Avenue, 12th Floor
	New
    York, New York 10022
	USA
	Email:
	ashapiro@tigris.comashapiro@tigris.com
	Attn:
    Andrew M. Shapiro, General Counsel
	 
	With
    a copy to:
	Rhodium
    Ltd
	91
    Medinat Hayehudim St.
	Herzeliya
    Pituach 46140
	Email:
	yaron@rhodium.co.ilyaron@rhodium.co.il
	Attn:
    Yaron Kniajer, Managing Director & CFO
	 
	Zohar
    Gilon
	Okeanos
    Hotel
	50
    Ramat Yam St.
	Herzliya
    Pituach
	Israel
	Tel:
    +972-9-9543555
	 
	Vintage
    Investment Partners V (Israel), L.P.
	Vintage
    Investment Partners V (Cayman), L.P.
	Ackerstein
    Towers, Bldg D 10th Floor
	12
    Abba Eban Avenue
	Herzliya
    Pituach, 46120 Israel
	 
	with
    a copy (which shall not constitute notice) to:
	Amit,
    Pollak, Matalon & Co.
	Nitsba
    Tower, 18th Fl.
	 


	17
    Yitzhak Sadeh St.
	Tel-Aviv
    67775 Israel
	Tel.
    +972 3 5689018 ext. 148
	Fax.
    +972 3 5689017
	Attn:
    Daniel Marcus, Adv.
	 
	MTS
    Investments Inc.
	C\0
    Mutualart Inc.
	298
    Fifth Avenue
	NY,
    NY 10001




 


Schedule
6 to SHA (Cont’d)




     


     


    

SCHEDULE
7


 


THE
PREFERRED G STOCKHOLDERS


 


Name
and address:


Susquehanna
Growth Equity Fund IV, LLLP 


c/o
Susquehanna Growth Equity, LLC 


401
City Ave. 


Bala
Cynwyd, PA 19004 


Attention:
General Counsel


 


Schedule
7 to SHA




     


     


    

SCHEDULE
8


 


RIGHT
OF FIRST REFUSAL HOLDERS


 


SUSQUEHANNA
GROWTH EQUITY FUND IV, LLLP 


GEMINI
ISRAEL IV L.P. 


GEMINI
PARTNERS INVESTORS IV L.P. 


LIGHTSPEED
VENTURE PARTNERS VII, L.P. 


Leon
Recanati 


PROVIDENT
FUND OF THE EMPLOYEES OF THE HEBREW UNIVERSITY OF JERUSALEM LTD. 


Michel
Crouhy 


VIOLA
VENTURES, III L.P. 


RH
Internet II LLC 


Zohar
Gilon 


Yaron
Galai 


GEMINI
ISRAEL IV (ANNEX FUND) L.P. 


GEMINI
PARTNERS INVESTORS IV (ANNEX FUND) L.P. 


MTS
Investments Inc. 


Michel
Crouhy 


Michal
Edelstyn 


INDEX
VENTURES GROWTH II (JERSEY), L.P. 


INDEX
VENTURES GROWTH II PARALLEL ENTREPRENEUR FUND (JERSEY), L.P. 


YUCCA
(JERSEY) SLP 


HARBOURVEST
PARTNERS IX-VENTURE FUND L.P. 


HARBOURVEST/NYSTRS
CO-INVEST FUND L.P. 


Vintage
Investment Partners V (Israel), L.P. 


Vintage
Investment Partners V (Cayman), L.P. 


Gruner
+ Jahr GmbH


 


Schedule
8 to SHA




     


     


    

SCHEDULE
9


 


G+J


 


Name
and address:


 


Gruner
+ Jahr GmbH 

Am Baumwall 11 

20459 Hamburg 

Germany


 


With
a copy to:


 


Bertelsmann
SE & Co. KGaA 


Attn.:
Dr. Michael Kronenburg 


Carl-Bertelsmann-Str.
270 


33311
Gütersloh, Germany 


Fax:
+49 5241 80642820 


Email:
michael.kronenburg@bertelsmann.de


 


Schedule
9 to SHA




     


     


    

Exhibit
A


 


JOINDER
AGREEMENT


 


In
reference to the Amended and Restated Stockholders’ Agreement made as of ____________, 2019, among Outbrain Inc., a
Delaware corporation (the “Company”) and the other parties named therein (the
 “Agreement”):


 


WHEREAS,
[according to the Company’s 2007 Omnibus Securities and Incentive Plan each Holder (as such term is defined therein)] /
[pursuant to that certain Warrant Agreement between the Company and the Holder (as such term is defined therein), the Holder]
is required to enter and be bound by the terms of the Agreement; and


 


WHEREAS,
the Holder named herein has acquired shares of the Company, and has received a copy of the Agreement and desires to join in and
agrees to be bound by the terms and provisions thereto, and the Company desires to grant to the Holder certain rights and obligations
in accordance with the Agreement (as it may be duly amended from time to time).


 


NOW
THEREFORE, the parties hereto hereby agree as follows:


 


1.       Upon
the execution of this instrument, the Holder, whose details are set forth in Section 2 hereof, shall become a party to the
Agreement (as it may be duly amended from time to time) and shall for all purposes be deemed to be a Common Stockholder
thereunder and subject to all of the obligations of a Common Stockholder set forth therein.2. Name of Holder:


 


	Address
    for notices:	 



 

	Fax:	 



 

	E-mail:	 



 

IN
WITNESS WHEREOF each of the parties has executed this instrument as of ____________________ ,
_____  in one or more counterparts.


 


	[HOLDER]	OUTBRAIN
    INC.
	 	 	 	 	 
	By:
    	 	 	By:
    	 
	 	Name:
    

    Title:	 	 	Name:
    

    Title:


 


Exhibit
A to SHA



    23