Amendment and Restated Employment Agreement, dated January 1, 2011, by and between Taboola.com Ltd. and Lior Golan

The scope of the Employee’s employment by the Company shall be the Scope of Employment.

The Company agrees to employ the Employee in the Employment Position, and the Employee agrees to be employed by the Company in the Employment Position, reporting to the Supervising Officer, on the terms and conditions hereinafter set forth. The Employee’s duties and responsibilities shall be those duties and responsibilities customarily performed by an employee in the Employment Position.

The Employee shall perform the Employee’s duties diligently, conscientiously and in furtherance of the Company’s best interests. In the event that the Employee shall discover that he or she has or might have any direct or indirect personal interest in any of the Company’s business or a conflict of interest with the duties required of the Employee by virtue of the Employee's employment with the Company, immediately upon such discovery the Employee shall so inform the Board of Directors of the Company in writing.

The parties hereto confirm that this is a personal services contract and that the relationship between the parties hereto shall not be subject to any general or special collective employment agreement or any industry custom or practice, or practice of the Company in respect of any of its other employees or contractors. The Employee agrees that the execution and delivery by the Employee of this Amendment and the fulfillment of the terms hereof (i) does not conflict with any agreement or undertaking by which the Employee is bound; and (ii) do not require the consent of any person or entity.

In consideration for the services provided by the Employee hereunder, the Company shall pay to the Employee the gross Base Salary, on a monthly basis during the term of this Amendment. The Employee hereby confirms that the Base Salary includes reimbursement for transportation costs to and from work according to the applicable extension order.

In addition to the Base Salary, the Company shall pay the Employee the Global Overtime Payment for additional and overtime work hours. The parties acknowledge that this payment is fixed on the assumption of both parties that the Employee will work additional and overtime hours in the amount equivalent to the Overtime Payment.

The Employee is expected to work additional and overtime hours in accordance with the Company’s needs and according to the instructions of the Supervising Officer.

Without limitation of the foregoing, the Company shall pay the Employee Global Overtime Payment also when the Employee will be absent of work because of military reserve duty, sickness and vacation.

The Employee shall not be entitled to any other additional amount or compensation for the Employee’s additional or overtime hours, and the Global Overtime Payment shall be the sole compensation to the Employee with respect thereto.

It is hereby agreed that the Employee’s determining pay for the purpose of severance pay and all other social benefits and payments is the Base Salary, and payments and/or benefits and/or bonuses and/or refunds that are not included in the Base Salary, such as the Expense Reimbursements and the like, shall not be considered part of the Base Salary for all respects and purposes.

All income and other taxes shall be deducted as required by law. Employee shall bear all tax payments deriving from the rights and benefits granted under this Amendment. It is hereby expressed that all the amounts specified in this Amendment are gross, and statutory tax and all the other compulsory payments, including health insurance contributions and national insurance contributions, shall be withheld at source by the Company from them and from all the rights and benefits received by the Employee pursuant this Amendment.

The Base Salary and the Overtime Payment will be respectively adjusted from time-to-time in accordance with the Cost of Living Index ("Tosefet Yoker") and other adjustments as required by law.

The Base Salary and the Global Overtime Payment shall be payable monthly in arrears, and shall be paid to the Employee in accordance with Company policy.

Sick Leave. The Employee shall be entitled to fully paid sick leave pursuant to the Sick Pay Law, 1976. It is hereby clarified that sick leave shall not be accruable or redeemable.

Vacation. Subject to the provision of the Annual Vacation Law-1951 (the “Annual Vacation Law”), the Employee shall be entitled to the number of paid Annual Vacation Days as set forth in Exhibit A hereto, which shall be taken in accordance with the Company’s policy and subject to prior approval by the Supervising Officer. The Annual Vacation Days may be accrued and redeemed through the immediately succeeding year (the “Accrual Period”), in accordance with the Annual Vacation Law.

Annual Recreation Allowance (Dme'i Havra'a). The Employee shall be entitled to annual recreation allowance, according to applicable law.

Car; Travel Expenses. Subject to the Company’s policy, the Employee shall be entitled to the use of a vehicle in consideration for a reduction of his or her Total Salary, under the terms and conditions set forth thereto in Exhibit B hereto, which exhibit constitutes an integral part hereof. In the event that the Employee does not receive a vehicle from the Company, the Base Salary of the Employee shall be deemed to include such compensation that the Employee is entitled to receive pursuant to the applicable extension order for reimbursement of travel expenses to and from work.

Additional Benefits. The Company shall provide the Employee with the Additional Benefits, as set forth in Exhibit A.

The term of employment under this Amendment shall commence as of the Commencement Date, and will continue indefinitely, unless terminated under any of the following circumstances:

The Company may terminate the employment of the Employee immediately for Cause. For purposes of this Amendment, the term “Cause” will be defined to include matters such as: (1) blamed of any crime involving moral turpitude or dishonesty; (2) willful refusal to perform the lawful instructions of the Board pertaining to the Employee’s employment under this Amendment provided, however, that if such refusal to perform is susceptible to cure, the Employee shall not have cured such refusal within five days of having been given written notice thereof; (3) any breach of the Employee’s fiduciary duties or duties of care to the Company (except for conduct taken in good faith); (4) any conduct (other than conduct in good faith) materially detrimental to the Company; (5) a material breach of the terms of this Amendment; and (6) any other act or omission that would legally entitle the Company to dismiss the Employee without payment of severance pay in connection with such dismissal. If the employment of the Employee is terminated under this Section 5(a) (i), then, unless the parties otherwise mutually agree in writing, in full satisfaction of the Company’s obligations under this Amendment, the Employee shall only be entitled to: (A) earned but unpaid Total Salary provided for herein up to and including the effective date of termination, prorated on a daily basis; (B) the Managers Insurance Policy, unless amounts thereunder may be withheld or reduced by law; (C) the Further Education Fund, unless amounts thereunder may be withheld or reduced by law; and (D) a cash payment for all unredeemed vacation days, if any, up to the maximum number permitted by law and this Amendment.

The Company may terminate the Employee’s employment with the Company by sending a notice of termination to the Employee, provided that such notice determines a date of termination no earlier than the end of the Notice Period, it being understood that the Company may provide such notice at any time without cause and without the need to state the reason therefor.

The Employee may terminate the Employee’s employment with the Company by sending a notice of termination to the Company, provided that such notice determines a date of termination no earlier than the end of the Notice Period, it being understood that the Employee may provide such notice at any time without cause and without the need to state the reason therefor.

During the Notice Period, the Employee shall continue to receive the compensation set forth herein. At the option of the Company, the Employee shall continue to perform his or her duties during the Notice Period as set forth herein or remain absent from the premises of the Company during the Notice Period.

Upon termination pursuant to Sections 5 (a) (ii) and 5 (a) (iii) above, the right to receive the Further Education Fund shall be automatically assigned to the Employee. With respect to the Managers Insurance Fund, the parties hereby adopt the General Approval of the Minister of Labor and Welfare, on Employers’ Payments to Pension Funds and Insurance Policies in lieu of Severance Pay according to Section 14 of the Severance Pay Law, attached hereto as Exhibit C and the Employee acknowledges that this arrangement replaces the Employee’s right to receive severance pay under applicable law. The Policy will be subject to an automatic transfer of ownership in the event the Employee’s employment with the Company is terminated, except (i) in such circumstances in which Israeli Law denies the right for severance payment, in whole or in part, or (ii) in the event that the Employee withdrew monies from the Policy (other than by reason of an “Entitling Event”, i.e. death, disability or retirement at or after the age of sixty (60)), such severance payment or transfer of ownership shall be made in the sole discretion of the Company.

During the Notice Period, the Employee shall cooperate with the Company and use the Employee’s best efforts to assist the integration into the Company’s organization of the person or persons who will assume the Employee’s responsibilities.

In the event of any termination of the Employee’s employment, whether or not for cause and whatever the reason, the Employee will promptly deliver to the Company all documents, data, records and other information pertaining to the Employee’s employment and any Proprietary Information (as defined in Section 6) and Work Product (as defined in Section 7), and the Employee will not take with the Employee any documents or data, or any reproduction or excerpt of any documents or data, containing or pertaining to the Employee’s employment or any Proprietary Information or Work Product.

The Employee represents and warrants that he or she will keep the terms and conditions of this Amendment strictly confidential and will not disclose this Amendment nor provide a copy of it or any part thereof to any third person unless and to the extent required by applicable law.

The Employee acknowledges and agrees that he or she will have access to confidential and proprietary information concerning the business and financial activities of the Company and information and technology regarding the Company’s product research and development, including without limitation, the Company’s banking, investments, investors, properties, employees, marketing plans, customers, suppliers, trade secrets, test results, processes, data and know-how, improvements, inventions, techniques and products (actual or planned). Such information, whether documentary, written, oral or computer generated, shall be deemed to be and referred to as “Proprietary Information”.

Proprietary Information shall exclude information that (i) was known to the Employee prior to his or her association with the Company and can be so proven; (ii) shall have appeared in any printed publication or patent or shall have become a part of the public knowledge except as a result of a breach of this Amendment by the Employee; (iii) shall have been received by the Employee from a third party having no obligation to the Company, (iv) reflects general skills and experience gained during the Employee’s engagement by the Company, or (v) reflects information and data generally known within the industries in which the Company transacts business.

The Employee agrees and declares that all Proprietary Information, including patents and other rights in connection therewith shall be the sole property of the Company and its assigns. At all times, both during his or her engagement by the Company and after its termination, the Employee will keep in confidence and trust all Proprietary Information, and the Employee will not use or disclose any Proprietary Information or anything relating to it without the written consent of the Company, except as may be necessary in the ordinary course of performing the Employee's duties hereunder and in the best interests of the Company.

The Employee recognizes that the Company received and will receive confidential or proprietary information from third parties subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. Such information shall be deemed “Proprietary Information” for all purposes hereunder, and shall, without limitation of the foregoing, be returned to the Company upon termination of the Employee’s employment with the Company pursuant to Section 5(e) herein.

The Employee’s undertakings in this Section 6 shall remain in full force and effect after termination of this Amendment.

The Employee understands that the Company is engaged in a continuous program of research, development, production and marketing in connection with its business and that, as an essential part of his or her employment with the Company, the Employee is expected to make new contributions to, and create inventions of value for, the Company. The Employee agrees to share with the Company all the Employee's knowledge and experience, provided however that the Employee shall not disclose to the Company, or use for the advancement of the business of the Company, any information which the Employee has undertaken to third parties to keep confidential or in which third parties have any rights.

The Employee acknowledges that all “Work Product” (as defined below) is “work made for hire”, will be the sole and exclusive property of the Company and the Employee hereby waives any right or title therein whatsoever. “Work Product” shall include all inventions, improvements, designs, concepts, techniques, methods, systems, processes, know how, customer lists, computer software programs, databases, materials, mask works and trade secrets created, in whole or in part, by the Employee during the Employee’s employment with the Company, or developed using equipment, supplies, facilities or trade secrets of the Company, or resulted from work performed by or for the Company, or related to the Company's business or current or anticipated research and development, whether or not copyrightable or otherwise protectable according to law.

To the extent not already owned exclusively by the Company, the Employee hereby irrevocably transfers and assigns to the Company all the Employee’s right, title and interest now and hereafter acquired in and to all Work Product (and all proprietary rights with respect thereto) and, when not otherwise assignable herein, agrees to assign in the future to the Company, all the Employee’s right, title and interest in and to any and all such Work Product (and all proprietary rights with respect thereto), and further undertakes to execute all necessary documentation and take all further action as may be required in order to perform such assignment. The Employee will promptly disclose to the Company fully and in writing all Work Product authored, conceived or reduced to practice by the Employee, either alone or jointly with others.

The Employee hereby forever waives and agrees never to assert any rights of paternity or integrity, any right to claim authorship of any Work Product, to object to any distortion, mutilation or other modification of, or other derogatory action in relation to any Work Product, whether or not such would be prejudicial to his or her honor or reputation, and any similar right, existing under judicial or statutory law of any country in the world, or under any treaty, even after termination of the Employee’s work on behalf of the Company. However, Company shall consider giving appropriate recognition to each employee for the Employee’s contribution to the creation of any Work Product.

All trade secrets, inventions, ideas, processes, formulas, source and object codes, data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs and techniques (hereinafter collectively referred to as “Prior Inventions”), if any, patented or unpatented, which the Employee made prior to the commencement of the Employee’s employment with the Company are excluded from the scope of this Amendment. To preclude any possible uncertainty, a complete list of all Prior Inventions that the Employee has, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to the commencement of the Employee's employment with the Company, that the Employee considers to be his or her property or the property of third parties and that the Employee wishes to have excluded from the scope of this Amendment is included in the definition of Prior Inventions in Exhibit A hereto. If disclosure of any such Prior Invention would cause the Employee to violate any prior confidentiality agreement, the Employee shall only disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. If no such disclosure is attached, the Employee represents that there are no Prior Inventions. If, in the course of the Employee’s employment with the Company, the Employee incorporates a Prior Invention into a Company product, process or machine, the Company is hereby granted and shall have a nonexclusive, fully paid up, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sub-licensees) to make, have made, modify, use, sell and commercialize such Prior Invention. Notwithstanding the foregoing, the Employee agrees that he or she will not incorporate, or permit to be incorporated, Prior Inventions in any inventions of the Company without the Company’s prior written consent.

The Employee agrees to assist the Company in every proper way to obtain for the Company and enforce patents, copyrights, mask work rights, and other legal protections for the Company’s Work Product in any and all countries. The Employee will execute any documents that the Company may reasonably request for use in obtaining or enforcing such patents, copyrights, mask work rights, trade secrets and other legal protections. The Employee's obligations under this Section 7(f) will continue beyond the termination of employment with the Company. The Employee hereby irrevocably appoints any of the Company’s officers as the Employee's attorney-in-fact to execute documents on the Employee’s behalf for this purpose.

For the removal of any doubt, it is hereby clarified that the provisions contained in this Section 7 will apply also to any “Service Inventions” as defined in the Israeli Patent Law, 1967 (the “Patent Law”). However, in no event will such Service Invention become the Employee’s property and the provisions contained in Section 132(b) of the Patent Law shall not apply unless the Company provides in writing otherwise. Employee will not be entitled to royalties or other payment with regard to any Work Product, Service Inventions or any of the intellectual property rights set forth above, including any commercialization of such Work Product, Service Inventions or other intellectual property rights.

The Employee agrees and undertakes that, for as long as the Employee is employed by the Company and for the Non Compete Period thereafter - the Employee shall not become financially interested in, be employed by, or have any business connection with, any business or venture that is engaged in any activities competing with products or services offered by the Company, including, without limitation, any activities involving video content advertisement, web advertisements, video data mining and video recommendation systems, directly or indirectly, as owner, partner, joint venturer, shareholder, employee, broker, agent, principal, corporate officer, director, licensor or in any other capacity whatever; provided, however, that the Employee may own securities of any corporation which is engaged in such business and is publicly owned and traded, but in an amount not to exceed at any one time one percent of any class of stock or securities of such company, so long as he/she has no active role in the publicly owned and traded company as director, employee, consultant or otherwise.

The Employee agrees and undertakes that during the period of his or her employment with the Company and for twelve months thereafter the Employee will not (i) employ or retain any person employed or retained by the Company or its affiliates on the date of the Employee’s termination or during the preceding twelve months, directly or indirectly, including personally or in any business in which he or she is an officer, director or shareholder; (ii) solicit, canvass or approach or endeavor to solicit, canvass or approach any person or entity who was provided with services by the Company or its affiliates on the date of the Employee’s termination or during the preceding twelve months, for the purpose of offering services or products which compete with the services or products supplied by the Company.

If any one or more of the terms contained in this Section 8 shall, for any reason, be held to be excessively broad with regard to time, geographic scope or activity, the term shall be construed in a manner to enable it to be enforced to the extent compatible with applicable law.

The Employee declares that he or she is aware that the Total Salary includes special consideration paid to the Employee for the Employee’s undertakings set out in this Section 8.

Neither this Amendment nor any right or interest hereunder shall be assignable or transferable by the Employee, his or her beneficiaries or legal representatives, except by will or by the laws of descent and distribution. This Amendment shall inure to the benefit of and be enforceable by the Employee’s legal personal representative.

The section headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this Amendment.