Amended and Restated Offer Letter, dated March 3, 2023 by and between Taboola, Inc. and Stephen Walker

1.

Duties.    I accept new employment or continuing employment with the Company.  I agree that I will devote my full business time, attention, and ability to the business affairs of Company. I acknowledge that as an employee, I have a duty of loyalty to the Company.

2.

Nature of Employment.  My employment with the Company is voluntarily entered into, and I am free to resign at will at any time, with or without cause.  Similarly, the Company may terminate the employment relationship at will at any time, with or without notice or cause, so long as there is no violation of applicable federal or state law.

3.

1.

Definition of Confidential Information.  For the purpose of this agreement, Confidential Information means proprietary or confidential information of the Company that is not otherwise generally known to the public, relating or pertaining to the Company’s business, projects, products, customers,  inventions, or trade secrets, including, but not limited to, business and financial information; Company techniques, technology, practices, operations, and methods of conducting business; information technology systems and operations; algorithms, software, and other computer code; information concerning the identities of the Company’s business partners and clients or potential business partners and clients, including names, addresses, and contact information; customer information, including prices paid, purchase history and needs; supplier names, addresses, and pricing; and Company pricing policies, marketing strategies, research projects or developments, products, legal affairs, and future plans relating to any aspect of the Company’s present or anticipated businesses.  The definition of “Confidential Information” does not include employee terms and conditions of employment, and I understand that I have a right under the law to discuss my terms and conditions of employment with others.

2.

Non-Disclosure of Confidential Information.  In my employment with the Company, I will have access to Confidential Information.  The protection of Confidential Information is vital to the interests and success of the Company.  As such, I agree that I will not acquire, use, publish, disclose or communicate any Confidential Information to any person or entity (a) during my employment, except as expressly authorized by and for the benefit of the Company and in the course of my duties as an employee or (b) at any time after my employment ends.  However, nothing in this agreement prohibits me from reporting an event that I reasonably and in good faith believe is a violation of law to the relevant law-enforcement agency (such as the Securities and Exchange Commission, Equal Employment Opportunity Commission or Department of Labor), or from cooperating in an investigation conducted by such a government agency.  This may include disclosure of trade secret or confidential information within the limitations permitted by the Defend Trade Secrets Act (“DTSA”).  The DTSA provides that no individual will be held criminally or civilly liable under federal or state trade secret law for disclosure of a trade secret (as defined in the Economic Espionage Act) that is: (A) made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and made solely for the purpose of reporting or investigating a suspected violation of law; or, (B) made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal so that it is not made public. And, an individual who pursues a lawsuit for retaliation by an employer for reporting a suspected violation of the law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document contain the trade secret under seal, and does not disclose the trade secret, except as permitted by court order.

4.

Access to and Return of the Company’s Property.  I acknowledge and agree that during my employment I shall not make, use or permit to be used by any person any Company property, including, but not limited to, computers, cell phones, software programs, software code, data, keys, access cards, and any materials or documentation containing Confidential Information, in any manner other than for the benefit of the Company.  I have no privacy rights with respect to any such property, and that I will turn over to the Company any such property immediately upon request.  I further agree that upon the termination of my employment with the Company, I will immediately return to the Company any and all the Company property in my possession or under my control.

5.

Assignment of Developments.

1.

Definition of Developments.  For the purpose of this Agreement, Developments shall mean any and all inventions, discoveries, designs, developments, concepts, techniques, procedures, algorithms, products, improvements, business plans, and intellectual property.

2.

Assignment of Developments. By signing this agreement, I agree to make  prompt and complete written disclosure to the Company, and assign to the Company or its designee, my entire right, title, and interest in and to Developments that I may solely or jointly develop, reduce to practice, or otherwise produce during my employment with the Company, whether or not during working hours, if those Developments pertain to the business of the Company, are aided by the use of time, material or facilities of the Company, and/or relate to any of my work during the period of my employment with the Company.  I further agree that my disclosure and assignment obligations under this paragraph apply to any Developments made by me within one (1) year following the termination of my employment with the Company, if those Developments involve research of the Company and/or incorporate any Confidential Information.

3.

Non-Assignable Developments. This Agreement does not apply to an a non-assignable invention under California Labor Code section 2870 et seq..  I have reviewed the notification in Exhibit B and agree that my signature on this Agreement acknowledges receipt of the notification.

4.

Other Developments.  If I wish to clarify that a Development created by me prior to my employment, which relates or may relate to the Company’s actual or proposed business, is not within the scope of the Assigned Developments under this Agreement, then I have listed it on Exhibit A in a manner that does not violate any third party rights.  If I use or disclose any prior Developments when acting within the scope of my employment, I hereby grant to the Company a perpetual, irrevocable, worldwide, royalty-free, non-exclusive, transferable, sub-licensable right and license to use, disclose, exploit and exercise all rights in such prior Developments, including any Intellectual Property Rights therein.

5.

Assistance.  I agree that I will execute all documents and take all other actions reasonably requested by the Company in order to carry out and confirm the assignments contemplated by this Agreement, including without limitation applications for patents, registered designs, certificates of authorship, and other instruments or intellectual property protections appropriate to protect and enforce intellectual property rights throughout the world.  I understand this obligation applies both during my employment and thereafter.

6.

1.

Customers.  Except with the prior written consent of the Company, during the period of my employment with the Company and for a period of one (1) year after the cessation of my employment with the Company, I will not, in any manner whatsoever, directly or indirectly, on my own behalf or on behalf of or in association with any other person or entity, except for the benefit of the Company, (a) solicit, procure, accept, refer, place, service or encourage the business or accounts (i) of any customer of the Company with whom I had knowledge, contact or dealings during my employment, (b) encourage any customer to discontinue doing business with the Company, (c) reveal the names and addresses of any such customers to anyone without the customer’s express, written permission, (d) provide information relating to these customers to anyone else or conspire with others to enable them to solicit or obtain said customers or to do what I am prohibited from doing myself, or (e) interfere in any manner with the Company’s relationship(s) with its customers.

2.

Employees and Business Partners.  Except with the prior written consent of the Company, during the period of my employment with the Company and for a period of one (1) year after the cessation of my employment with the Company, I will not, in any manner whatsoever, directly or indirectly, on my own behalf or on behalf of or in association with any other person or entity, solicit or attempt to hire or attempt to induce, encourage or entice (1) any employee of the Company to terminate his or her employment with the Company or (2) any business partner (including suppliers, contractors, vendors, franchisors and licensors) to discontinue dealing with the Company, to terminate any franchise or license and/or to in any way affect the Company’s contractual or economic relationship with any employee or business partner.

7.

No Conflicting Obligations.  By signing this Agreement, I represent and warrant as follows:

1.

I am not bound by the terms of any agreement containing any non-competition, non-solicitation or similar restriction that would prevent or interfere in any way with my ability to accept the Company’s offer of employment and/or to fully perform my duties and responsibilities in my employment.

2.

I have not taken, and will not disclose or use in my employment with the Company, any trade secret, confidential and/or proprietary information or materials from any past employer or other third party.

3.

I have disclosed, complied with, and will comply with, any and all covenants, agreements or contracts I have entered into with any past employer.

8.

Disclosure of Restrictions.  During my employment with the Company and for one year thereafter, I will disclose and provide a copy of this Agreement to any prospective new employer, business partner, or investor before accepting employment or engaging in any business venture.

9.

Enforcement.   I acknowledge and agree that the restrictive covenants contained in Paragraphs 3, 5, and 6 are reasonably necessary to protect the legitimate business interests of the Company and that any a violation of any term, provision, covenant, or condition of Paragraphs 3, 5 or 6 by me shall result in irreparable injury and damage to the Company that cannot be adequately compensated in money damages, and that the Company will have no adequate remedy at law for such violation(s).  Accordingly, the Company and I agree that, in addition to any other legal and equitable remedies the Company may have, including money damages, the Company shall be entitled to such temporary, preliminary or permanent restraining orders, decrees or injunctions as may be deemed necessary to protect the Company against or to halt such violation(s), without the necessity of posting a bond.  I further agree that the Company shall be entitled to recover costs and reasonable attorneys’ fees incurred by the Company in enforcing the provisions of this Agreement.

10.

Entire Agreement.  This Agreement supersedes all previous written or oral agreements with respect to the subject matter hereof.  I acknowledge that this agreement does not create a contract of employment for any particular term, and shall not be deemed to alter the at-will nature of my employment with the Company.  I further acknowledge and understand that either the Company or I can terminate my employment at any time, for any reason or no reason at all, with or without notice.  I further acknowledge that no verbal or written statements of any kind by any person may contradict or alter the terms of this agreement or my at-will status, unless contained in a separate written contract signed by a duly authorized officer of the Company.

11.

Severability.  If any provision or part of a provision of this Agreement is found to be in violation of law or otherwise unenforceable in any respect, the remaining provisions or part of a provision shall remain unaffected and the Agreement shall be reformed and construed to the maximum extent possible as if such a provision or part of a provision held to be in violation of law or otherwise unenforceable had never been contained herein.

12.

Applicable Law.  This Agreement shall be governed by, and construed in accordance with, the laws of the State of California as though made and to be fully performed in said State.

13.

Successors and Assigns.  This Agreement shall be binding upon my heirs, executors, administrators and assigns and shall be enforceable by the Company and its successors and assigns.

1.

Arbitration.  This Agreement is governed by the Federal Arbitration Act (9 U.S.C. §§ 1 et seq.).  This Agreement applies to any dispute arising out of or related to Employee's (sometimes “you” or “your”) employment with Taboola Inc. (“Company”) or relationship with any of its agents, employees, affiliates, successors, subsidiaries, assigns or parent companies or termination of employment regardless of its date of accrual and survives after the employment relationship terminates. Except as it otherwise provides, this Agreement is intended to apply to the resolution of disputes that otherwise would be resolved in a court of law or before a forum other than arbitration. Except as otherwise stated in this Agreement, you and the Company agree that any legal dispute or controversy covered by this Agreement, or arising out of, relating to, or concerning the validity, enforceability or breach of this Agreement, shall be resolved by binding arbitration in accordance with the Employment Arbitration Rules of the American Arbitration Association (“AAA Rules”) then in effect, and not by court or jury trial, to be held (unless the parties agree in writing otherwise) within 45 miles of where you are or were last employed by the Company. The AAA Rules may be found at www.adr.org or by searching for “AAA Employment Arbitration Rules” using a service such as www.Google.com or www.Bing.com or by asking the Company’s Human Resources Manager (Tel. 212 ###-###-####) for a copy of the rules.  If for any reason the AAA will not administer the arbitration, either party may apply to a court of competent jurisdiction with authority over the location where the arbitration will be conducted for appointment of a neutral Arbitrator.