Analyst Day Presentation

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#1INNOVD This filing relates to the proposed merger involving ION Acquisition Corp. 2 Ltd. ("ION") with Innovid, Inc. ("Innovid"), pursuant to the terms of that certain Agreement and Plan of Merger, dated as of June 24, 2021. The following is the Innovid Analyst Day Presentation, which was made available on October 22, 2021. ANALYST DAY PRESENTATION OCT 2021 The presentation Filed by ION Acquisition Corp 2 Ltd. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 will begin shortly Subject Company: ION Acquisition Corp 2 Ltd. Commission File No. 001-40048#22 3 DISCLAIMERS This presentation is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to a potential business combination between Innovid, Inc. (the "Company or "Innovid") and ION Acquisition Corp 2 Ltd. (ION") and related transactions (collectively, the "Proposed Transactions") and for no other purpose. This presentation is for information purposes only and is being provided to you solely in your capacity as a potential investor in considering an investment in Innovid. Any reproduction or distribution of this presentation, in whole or in part or the disclosure of its contents, without the prior consent of Innovid is prohibited. By accepting this presentation, each recipient and its directors, parmers, officers, employees, attomey(s), agents and representatives agrees: (1) to maintain the confidentiality of all information that is contained in this presentation and not already in the public domain; and (ii) to retum or destroy all copies of this presentation or portions thereof in its possession following the request for the retum or destruction of such copies. Forward-Looking Statements This presentation includes "forward-looking statements" within the meaning of the federal securities laws, opinions and projections prepared by the Company's and ION's management. These forward-looking statements generally are identified by the words "expects," "will," "projected," "continue," " increase," and/or similar expressions that concern the Company's or ION's strategy, plans or intentions, but the absence of these words does not mean that a statement is not forward-looking. Such statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and are based on management's belief or interpretation of information currently available. Because forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of the Company's or ION's control. Actual results and condition (financial or otherwise) may differ materially from those indicated in the forward-looking statements. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results and conditions to differ materially from those indicated in the forward-looking statements, including, but not limited to, the various summary risk factors related to the Proposed Transactions that have been provided to you separately. The list of factors provided separately is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the "Risk Factors" section of ION's final prospectus related to its initial public offering, the Proxy Statement/Registration Statement (as defined below) and other documents filed by ION from time to time with the Securities and Exchange Commission ('SEC"). There may be additional risks that the Company and ION do not presently know or that they currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect the Company's and ION's expectations, plans or forecasts of future events and views as of the date of this presentation. Accordingly, you should not place undue reliance upon any such forward-looking statements in this presentation. Neither the Company, ION nor any of their affiliates have any obligation to update this presentation. Additional Information and Where to Find it In connection with the Proposed Transactions, ION has filed a registration statement on Form S-4 with the SEC containing a preliminary proxy statement/prospectus relating to the Proposed Transactions (the "Proxy Statement/Registration Statement), and after the registration statement is declared effective, will mail the proxy statement included therein to holders of ION's ordinary shares in connection with ION's solicitation of proxies for the vote by the ION shareholders with respect to the Proposed Transactions and other matters as described in the Proxy Statement/Registration Statement ION urges Its shareholders and other interested persons to read, when available, the Proxy Statement/Registration Statement and amendments thereto and documents incorporated by reference therein, as well as other documents filed with the SEC in connection with the transactions, as these materials will contain important information about ION, the Company and the Proposed Transactions, When available, the definitive proxy statement included in the Proxy Statement/Registration Statement will be mailed to ION's shareholders. Shareholders of ION will also be able to obtain copies of such documents, without charge, once available, at the SEC's website at www.sec.gov, or by directing a request to: ION Acquisition Corp 2 Ltd., 89 Medinat Hayehudim Street, Herzliya 4676672, Israel. No Representations and Warranties This presentation is for informational purposes only and does not purport to contain all of the information that may be required to evaluate a possible investment decision with respect to Innovid. The recipient agrees and acknowledges that. this presentation is not intended to form the basis of any investment decision by the recipient and does not constitute investment, tax or legal advice. No representation or warranty, express or implied, is or will be given by Innovid or any of its affiliates, directors, officers, employees or advisers or any other person as to the accuracy or completeness of the information in this presentation or any other written, oral or other communications transmitted or otherwise made available to any party in the course of its evaluation of the Proposed Transactions and no responsibility or liability whatsoever is accepted for the accuracy or sufficiency thereof or for any errors, omissions or misstatements, negligent or otherwise, relating thereto. The recipient also acknowledges and agrees that the information contained in this presentation is preliminary in nature and is subject to change, and any such changes may be material. Innovid disclaims any duty to update the information contained in this presentation. Participants in Solicitation ION and its directors and executive officers, under SEC rules, may be deemed to be participants in the solicitation of proxdes of ION's shareholders in connection with the Proposed Transactions Shareholders of ION may obtain more detailed information regarding the names, affiliations and interests of 1ION's directors and executive officers in ION's final prospectus for its initial public offering filed with the SEC on April 13, 2021 and in the Proxy Statement/Registration Statement when available. Information conceming the interests of ION's participants in the solicitation, which may, in some cases, be different than those of ION's shareholders generally, will be set forth in the Proxy Statement/Registration Statement when it becomes available. DISCLAIMERS (Cont'd) INNOVID Statement Regarding Non-GAAP Financial Measures The financial information and date contained this presentation is unaudited and does not conform to Regulation S-X promulgated by the SEC. Accordingly, such information and data may not be included in, may be adjusted in, or may be presented differently in, any proxy statement prospectus or other report or document to be filed or furnished by ION, the Company or any entity that is party to the Proposed Transactions with the SEC. Certain financial measures in this presentation are not calculated pursuant to U.S. generally accepted accounting principles ('GAAP"). These non GAAP finandal measures are in addition to, and not as a substitute for or superior to measures of financial performance prepared in accordance with GAAP. There are a number of limitations related to the use of these non-GAAP financial measures as compared to their nearest GAAP equivalents. For example, other companies may calculate non-GAAP financial measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of the non-GAAP financial measures herein as tools for comparison. You should review the Company's audited financial statements, which will be presented in the Proxy Statement/Registration Statement to be filled with the SEC in connection with the Proposed Transactions, and not rely on any single financial measure to evaluate the Company's business. Use of Projections This presentation also contains certain financial forecasts, including projected annual revenue, gross profit and Adjusted EBITDA. Innovid's independent auditors have not studied, reviewed, compiled or performed any procedures with respect to the projections for the purpose of their Inclusion in this presentation, and accordingly, no independent auditor has expressed an opinion or provided any other form of assurance with respect thereto for the purpose of this presentation. These projections are for illustrative purposes only and should not be relied upon as being necessarily indicative of future results. In this presentation, certain of the above-mentioned projected information has been provided for purposes of providing comparisons with historical data. The assumptions and estimates underlying the prospective financial information are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information. Projections are inherently uncertain due to a number of factors outside of Innovid's control. While all financial projections, estimates and targets are necessarily speculative, Innovid believes that the preparation of prospective financial information involves increasingly higher levels of uncertainty the further out the projection, estimate or target extends from the date of preparation. Accordingly, there can be no assurance that the prospective results are indicative of future performance or that actual results will not differ materially from those presented in the prospective financial information. Inclusion of the prospective financial information in this presentation should not be regarded as a representation by any person that the results contained in the prospective financial information will be achieved. Unaudited Estimated Results The Company's preliminary unaudited estimated results contained in this presentation have been prepared in good faith by, and are the responsibility of management based upon the Company's internal reporting, and an independent auditing firm has not audited, reviewed, compiled or performed any procedures with respect to the preliminary financial results. Such results are subject to business, economic, regulatory and competitive uncertainties and contingencies and actual results may vary and those variations may be material. As such, Innovid's actual results and financial condition as reflected in the financial statements that will be included in the registration statement on Form S-4 for the Proposed Transactions may be adjusted or presented differently from the historical financial information herein, and the variations could be material. No Offer or Solicitation: Private Placement This presentation is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of ION or the Company nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. The securities to which this presentation relates have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any other jurisdiction. This presentation relates to securities that Innovid would. end to offer in reliance on exemptions from the registration requirements of the Securities Act and other applicable laws. These exemptions apply to offers and sales of securities that do not involve a public offering. The securities have not been approved or recommended by any federal, state or foreign securities authorities, nor have any of these authorities passed upon the merits of this offering or determined that this presentation is accurate or complete. Any representation to the contrary is a criminal offense. Trademarks This presentation contains trademarks, service marks, trade names, and copyrights of the Company, ION and other companies, which are the property of their respective owners. Solely for convenience, some of the trademarks, service marks, trade names and copyrights referred to in this presentation may be listed without the TM, SMⒸ or symbols, but the Company and ION will assert, to the fullest extent under applicable law, the rights of the applicable owners, if any, to these trademarks, service marks, trade names and copyrights. INNOVID#34 5 PRESENTERS ZVIKA NETTER CEO & CO-FOUNDER Serial entrepreneur with over 28 years of experience launching, managing and growing technology companies. Prior to co-founding Innovid, founded and served as CEO for several technology companies. AGENDA Overview Platform Financials TAL CHALOZIN CTO & CO-FOUNDER Go-To-Market Q&A Leads technology vision, global product development, and partnerships. Serves on the IAB board and owns several global patents for interactive TV technology. Prior to Innovid, served as an officer in the Israeli Air Force and co-founded Garage Geeks. TANYA ANDREEV-KASPIN CFO Leads finance, accounting, legal and HR functions at Innovid. Prior to Innovid, spent eight years in finance roles at several technology companies and four years at PWC. JESSICA HOGUE GM. MEASUREMENT Leads strategy, design and execution of measurement and analytics based solutions and partnerships. Prior to Innovid, spent twelve years at Nielsen in numerous leadership roles. INNOVID#410 THE TV ECOSYSTEM IS SHIFTING $200 BILLION of global TV ad spending ulu cock mecast $15 - $20 BILLION of estimated global ad spending on CTV today 61 tv charnel 71 Streaming Sports prime video HBO max Streaming Movies COF NFL $200 BILLION LINEAR TV $15-20 BILLION Disney+ ROKU AVOD Expansion HBOmax App Expansion PLUTO Disney+ XBOX Source Dentsu eMarketer Nota: $2000n estimate includes 2021 traditional TV ad spend of $168bn and assumes 2021 global CTV ad spend is "2x US ad spend of $13bn CONSUMER CTV MOMENTUM DRIVES ADVERTISING LG firety YouTube tv CTV SAMSUNG SONY fubo peacock New Devices VIZIO hulu Walmart chromecast Risequi channel Gubitv INNOVD amazon fireTV sky Google TV INNOVD#5cock 10 mecast channel tv 8 CTV CREATES OPPORTUNITIES AND CHALLENGES w e like $5 VA S 9.30 yapon the BALS 80 $5MEAL DE DE LA T What would you the power so do HANK 19 BBQ BASH 1-30 Centralized Ad Delivery Workflow Empowering advertisers to shift investment from linear to connected TV Personalization and Interactivity Advanced Measurement INNOVO Leading Independent Ad Delivery and Measurement Platform for Connected TV INNOVD#610 >>>>> Delivery >>>>> 11 PEOPLE-FIRST: AN AWARD-WINNING CULTURE INNOVID'S Company Values Our shared values unite our team and drive our award-winning company culture Be GENEROUS Be DARING Be UNBEATABLE ~400 Employees Founded in 2007 NYC Headquarters 15 Offices Worldwide glassdoor 4.8 star rating 99% CEO approval TV ADVERTISER Inc.Best Workplaces INNOVILD Creative Media Ecosystem HQ CTV 2021 CRITICAL CTV INFRASTRUCTURE FOR TV ADVERTISERS SELECT INVESTORS SEQUOIA Goldman Sachs NEWSPRING GENESIS INNOVID >>>> Measurement >>>> INNOVID#7>>>>> Delivery >>>>> 12 >>>>> Delivery >>>>> 13 CRITICAL CTV INFRASTRUCTURE FOR TV ADVERTISERS the TradeDesk Magnite hulu Delivery Programmatic Roku Delivery Programmatic COVERING WALLED GARDENS & THE OPEN WEB YouTube Display & Video 360 chromecast DoubleClick for Publishers TV ADVERTISER firety INNOVID Creative Publisher Apps (Walled Gardens & Open Web) Devices CTV TV ADVERTISER INNOVID Creative Publisher Apps (Walled Gardens & Open Web) Devices CTV Direct Buy Measurement tv Direct Buy tubitv Measurement VIZIO peacock XBOX INNOVID Roku Channel >>>> Measurement >>>> PlayStation >>>> Measurement >>>> INNOVID#8>>>>> Delivery >>>>> 14 >>>>> Delivery >>>>> 15 COVERING PROGRAMATIC & DIRECT BUYS ‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒ the TradeDesk T----- Programmatic Magnite hulu Roku the TradeDesk Delivery Magnite hulu YouTube Roku ----- Programmatic chromecast Display & Video 360 Delivery YouTube DoubleClick for Publishers Summa chromecast fire ty Display & Video 360 COVERING PROGRAMATIC & DIRECT BUYS DoubleClick for Publishers TV ADVERTISER 5 fire ty INNOVID Creative Publisher Apps (Walled Gardens & Open Web) Devices CTV TV ADVERTISER INNOVID Creative Publisher Apps (Walled Gardens & Open Web) Devices þ (« CTV Direct Buy tubitv Measurement tv VIZIO tv Direct Buy tubitv Measurement peacock VIZIO XBOX peacock XBOX Roku Channel PlayStation INNOVID Roku Channel >>>> Measurement >>>> PlayStation >>>> Measurement >>>> INNOVID#9>>>>> Delivery >>>>> 16. 17 DELIVERING & MEASURING CTV ADS EVERYWHERE the TradeDesk Magnite hulu Roku Programmati Delivery ad YouTube chromecast exchanger Display & Video 360 DoubleClick for Publishers Comcast Partners With Innovid To Automate Digital And Linear Campaigns by Tony Blato Wednesday March 31st, 2021-3:34 pm ADWEEK The Trade Desk, Magnite and Innovid Form CTV Pact fire ty The trio wants to offer media buyers interactive TV ads at scale BY ANDREW BLUSTEIN 2001 Sarah Perlovlamps / 12:12 PM EDT +June 18,2015 INNOVD Creative TV ADVERTISER Publisher Apps (Walled Gardens & Open Web) Devices CTV ZERO MEDIA TECH ALLOWS PARTNERING ACROSS THE ADTECH ECOSYSTEM INNOVO TechCrunch Roku And Innovid Roll Out Interactive Video Ads, Including SMS-Based Reminders To Watch Q ad I by Byan Joe Monday, October 19th, 2020 - 11:00 am tv Direct Buy tubitv Measurement VIZIO exchanger NBCU And Innovid Collaborate On Ad Quality Controls For Peacock Digital News Daily Roku, Innovid Launch Measurement Solution Across Roku, Linear TV by Karlene Lukovitz @KLmarketdaily, September 23, 2019 peacock XBOX Roku Channel PlayStation >>>> Measurement >>>> INNOVID ADWEEK NBC Sports Enlists Innovid for Tokyo Olympics Ad Management The Drum. Hulu named first partner in Innovid's self- serve ad composer for connected TV By Bennett Bennett-September 27, 2018#1018 INNOVID 19 USED BY GLOBAL BRANDS AND THEIR AGENCIES P&G gm Whirlpool verizon ANHEUSER-BUSCH SAMSUNG GO-TO-MARKET WPP OMG TOYOTA AT&T Microsoft HONDA STELLANTIS MediaGroup gsk L'OREAL PARIE PUBLICIS GROUPE m Pfizer Capital One Kraft BURGER KING MillerCoors State Farm STARBUCKS Disney WELLS FARGO dentsu IFG Allergan HEINEKEN ★macy's BEST BUY Kellogg's BANK OF AMERICA HAVAS INNOVID#1120 21 FOCUSING ON THE NEEDS OF THE LARGEST TV ADVERTISERS HIGH CONCENTRATION AT THE TOP: 200 represent ~75% top U.S. TV ADVERTISERS of total U.S. TV AD SPEND Source: Kantar (https://www.kantar.com/ Winmo (https://www.winmo.com/) INNOVID IS THE TRUSTED DELIVERY PLATFORM ESTABLISHED FOOTPRINT: INNOVID is already a trusted ad delivery platform ~40% of the top 200 U.S. TV advertisers DISTRIBUTION OF TV AD SPEND BY TOP 200 US TV ADVERTISERS Source: Kantor (https:www.kantor.com, Winmo https://www.winmo.com DISTRIBUTION OF TV AD SPEND BY TOP 200 US TV ADVERTISERS INNOVO INNOVID INNOVID#1222 DIFFERENTIATED OFFERING IS WHY WE WIN WITH TV ADVERTISERS 23 INNOVID Differentlated CTV Technology INNOVID + Only ad server built for CTV True platform offering (Ad Serving, Creative Tools, and Measurement) Proprietary SDK integrations Proprietary partnerships Unique Market Position Independent Not a media business Source of truth Zero conflicts with entire ecosystem A Highly Defensible and Expanding Moat Net Revenue Retention. Net Revenue Retention (RR) Rates calculated as percentage of revenue retained from existing core platform customers, including expansion revenue, downgrades, and churn. Note: Retention is calculated for core platform clients: core clients represented "89% of total 2020 revenue THE STORY IN NUMBERS INNOVID#1324 25 BUSINESS MODEL Transactions X Delivered "Impressions" BUSINESS MODEL Transactions Delivered "Impressions" X 3 Transaction Fee "CPM" Transaction Fee "CPM" CORE PLATFORM 00 MODULE UPSELL REVENUE INNOVID REVENUE INNOVID#1426 27 CTV DRIVES OUR IMPRESSION ACCELERATION CTV Impression Volume ...l 2018A 2019A 2018A YOY Growth CTV: Source Company data An immaterial volume (less than 5% of impressions which are not automatically classified by device were omitted from the historical 2018- 2020 data in the impression chart Revenue from these impressions is included in the company revenue by device on a prorated basis. 2020A CTV DRIVES OUR IMPRESSION VOLUME ACCELERATION 2019A 67% 2021E CTV Impression Volume 20204 2021F 77% 2022F 58% 2023F 53% INNOVID Source Company data An immaterial volume (less than 5% of impressions which are not automatically classified by device were omitted from the historical 2018- 2020 data in the impression chart. Revenue from these impressions is included in the company revenue by device on a prorated basis. INNOVID#1528 29 CTV DRIVES OUR IMPRESSION VOLUME ACCELERATION YOY Growth CTV: 2018A ■CTV CTV: Mobile TV Desktop TV 2018A YOY Growth 2019A 67% Other TV (Mobile/Desktop): CTV Impression Volume Note: Ilustrative market size based on current global TV advertising spend of $200 billion and Company data assuming constant $20 med CPM 1. $200bn estimate includes 2021 traditional TV ad spend of $169bin and assumes 2021 global CTV ad spend is "2x US ad spend of $13bn 2. Projected 2023 CTV advertising spend for Innovid customers assuming constant $20 media CPM 3. Estimated 2020 CTV advertising spend for Innovid customers assuming constant $20 media CPM 2019 A 2020A 67% 60% 13% 2021E Impression Volume by Device (impressions in billions) 77% CTV DRIVES OUR IMPRESSION VOLUME ACCELERATION 2020A 2022E 2021E 58% 26% 2022E 2023E 58% 53% 15% T 2023E 53% 14% Illustrative Global Market Potential Source Company data An immaterial volume dess than 5% of impressions which are not automatically classified by device were omitted from the historical 2018- 2020 data in the impression chart. Revenue from these impressions is included in the company revenue by device on a prorated basic. TV (Linear + CTV) $200B CTV 2020 $2B³ CTV 2023 $8B TV (Linear + CTV) $200B INNOVID Illustrative Global Market Potential CTV 2020 $2B CTV 2023 $8B INNOVD#1630 CTV DRIVES OUR IMPRESSION VOLUME ACCELERATION 2018A YOY Growth CTV. Other TV (Mobile/Desktop): 31 $1.00 $0.75 CTV Mobile TV Desktop TV $0.50 $0.25 $0.00 2019A Q1-FY18 Impression Volume by Device Source: Company data 67% 13% 2020A 60% 10% 2021E 77% Source Company data An immaterial volume (less than 5% of impressions which are not automatically classified by device were omitted from the historical 2018- 2020 data in the impression chart. Revenue from these impressions is included in the company revenue by device on a prorated basis. 26% 2022E STRONG PRICING WITH UPSIDE POTENTIAL 58% Q3-FY19 15% ~2x Impressions 2023E Impression Volume Has Grown "2x While Pricing Has Been Stable 53% eCPM 18A-23E CAGR 65% CTV 16% Mobile TV + Desktop TV E Q1 2021 INNOVID Tech Usage Fees, Not a Take Rate "Always On" Every Ad Delivered Module Adoption Increases Base Fee INNOVID#1732 33 CTV DRIVES OUR PROJECTED REVENUE ACCELERATION YOY Growth CTV: Other TV Mobre Dep ■CTV Mobile TV INNOVID Desktop TV $48 21% 46% 3176 2018A 57% 3% 11% $57 30% 4796 23%6 2019A 65% 16% Revenue by Device ($in millions) $69 40% 2020A 59% 22% $95 30% 10002 14% 2021 A 679 19% Total Growth: Source Company data An immaterial volume (less than 5% of impressions which are not automatically classified by device were omitted from the historical 2018- 2020 data in the impression chart. Ravenue from these impressions is included in the company revenue by device on a protated basis. 38% $130 56% 3476 10% 2022A 60% 15% 37% $177 63% 29% 8% 2029A 53% 36% PLATFORM OVERVIEW ¹18A - ¹23E CAGR 61% CTV 11% Mobile TV + Desktop TV INNOVID#18>>>>> Delivery >>>>> 34 >>>>> Delivery >>>>> 35 INNOVID CORE PLATFORM Delivery + Delivery 3rd Party Modules MODULAR UPSELL EXPANSION + TV ADVERTISER INNOVID D Creative CTV TV ADVERTISER INNOVID 10 = CTV Personalization Creative CTV + CTV Interactivity Measurement Measurement + CTV Insights >>>> Measurement >>>> INNOVID Measurement >>>> INNOVD#1937 VIDEO CREATIVE ASSETS WORKFLOW INNOVD C CAMPAIGNS Cerpen De B Ecks Thing το εμπορικά από D Placemar Rules & Goals CAMPAIGN MANAGEMENT PYSSNFL Rifat vent Vide Upon DSE VOND Asset Library Upseed N N Cip START A NEW VENNOIL THE SEASON OF TOGETHERNESS FUN blachals TIS YOUR TAG MYSE TRNAVS DELIVERY STARTA NEW VER MY20 DEE Heading MYSAY TIME TO GET TOGETHER 2610 NMS Node.N TACOMA TODAY THE JOSE RAM sment Non Asset Library TONE VEN AYDA 17. Mo they TIME TO GET TOGETHER FEDLE D TON MY DENN nary W TIME TO GET TOGETHER ERLA M VEN MYDSE A My DEALS DEALS FUN MYCH OSE Halepfin wz Moren Vitory W TIME TO GET TOGETHER Toyota THE SEASON OF TOGETHERNESS TON DELON TUN MY SE W Momen W2 Momen TUNDRA H INNOVD DEALS GEME DEALS Creative 000 Single workflow supports +25 CTV devices & CTV apps Encoding & validation enforcing TV quality OYOTA Selected by top media companies as launch partner INNOVID Delivery INNOVID#20>>>>> Delivery >>>>> 40 REAL TIME ANALYTICS INNOVLD Holiday Movies 2020 100 @ + Owindw El Facebook 18,557,920 impressions Delivery 2M 15M DEM O Performance 40% Viewabiy 1.38% + Delivery 62.96% Completion Rate 3rd Party Modules ND, 3030-Now 30,5 + gree www 2.88% A Rase All Pubtiles O sec Time Carred M DELIVERING AND MEASURING CTV ADS Day Wees TV ADVERTISER CTV Personalization INNOVID 0 = Creative CTV Malp + Cra Morth CTV Interactivity -0 Real time data aggregation across all platforms Single source of truth for billing Audited by the Media Rating Councill Measurement Enabling 3rd party data providers in a unified dashboard DV IAS nielsen comscore Measurement + CTV Insights Acety INNOVID >>>> Measurement >>>> INNOVID#21theTradeDesk A Adobe >>>>> Delivery >>>>> INTEGRATED 3rd PARTY MODULES 42 Google Marketing Platform ORACLE + INNOV Magnite Delivery Viewy Dary 3rd Party Modules +ableau INNOVD + DV LAS datorama DELIVERING AND MEASURING CTV ADS KANTAR MillWARD BROWN an TV ADVERTISER INNOVID CTV Personalization Creative VIR 0 = TransUnion («‹ CTV neustar + nielsen ****** CTV Interactivity comscore salesforce Measurement + Live Ramp DV CTV Insights 3rd Party Modules Ja IAS MOAT >>>> Measurement >>>> INNOVID#2243 CTV PERSONALIZATION 44 CTV INTERACTIVITY INNOVEL ENCO CERPRE The all- به انا CTV Personalization INNOVID CTV Interactivity INNOVID#2345. >>>>> Delivery >>>>> 4.6. SEE IT IN ACTION! TV MONSTER for details: [email protected] + Starbucks Rewards CTV Interactive Join the new Starbucks Rewards Favorites INNOVD Delivery DELIVERING AND MEASURING CTV ADS 3rd Party Modules ANALYST DAY SPECIAL EDITION + PAISI TV ADVERTISER INNOVID @ Creative CTV Personalization A 6 = («‹ CTV + CTV Interactivity O 02/05 THE FIRST-EVER BMW X2. UNFOLLOW THE STATUS QUO. 02/05 reage Measurement + CTV Insights HL TA CTV Interactivity INNOVD >>>> Measurement >>>> INNOVID#24A MARKET IN FLUX NEEDS A SOLUTION FOR THE FUTURE 47 AN Adweek Nielsen's National TV Service Is No Longer Accredited. What Happens Now? While the measurement firm is racing to apply fixes and is working with the MRC to get re-accredited, those processes and reviews take... 48 Television News Daily COMMENTARY Viewers Are Killing TV Measurement And Something Has To Change by Tom Weiss, February 11, 2020 Inconsistent Measurement Targeting the Right Audiences Here's How to Improve Connected TV Ad Measurement by AdExchanger Guest Columnist // Thursday, July 1st, 2021 - 12:30 am Inventory Fragmentation Frequency Brand Safety A MARKET IN FLUX NEEDS A SOLUTION FOR THE FUTURE Reach nielsen Ad Fraud What Marketers Need to Know About the Transformation of TV Measurement 0% P&G's Pritchard calls out Sisyphean challenges around improving measurement Published Sept. 22.2021 Updated Sept. 23 2021, 10:50 am EDT 10% The CTV ad measurement conundrum that creates more questions than answers 20% Will Nielsen's MRC troubles be a turning point for cross-channel ratings? INNOVDI DIGIDAY | includes streaming platform and connected device which have this approaches to međa bayag and ad an ever for markers get ad grip on how their ads ampertoring on CTC So, here's what you need to know about unement in CTV, and what's ha come Challenges You Have Encountered With CTV Advertising? 30% 40% 50% INNOVID 60% INNOVID#25MEASUREMENT FOCUSED ON THE NEEDS OF THE BRAND 49 DECODING CTV MEASUREMENT An In-Depth Look at Reach, Frequency, and ROI 50 95MM CTV Households. INNOVIDI ANA LE CENSUS LEVEL MEASUREMENT Unparalleled view of the 106MM¹ CTV homes 20 35 Brands Campaigns Source: eMarketer. Connected TV Households, V3, 2021-2025 September 2021 ANHEUSER-BUSCH 3 General Mills LAZ BOY SUBWAY How $35M 1.7B 169 Media Spend Impressions Publishers BUILT FOR TV Participating Brands Include: Boehringer Ingelheim Powered by Innovid Key ACURA gm mastercord USAA INDEPENDENT, CENSUS MEASUREMENT BUILT FOR CTV HONDA The Rowerof Drea MOLSON COORS Walgreens 25+ Connected Device Types Colgate ...kudos to Innovid and ANA for tackling these very important topics and presenting their findings, along with case study examples, in a report that should be must-reading for anyone with a stake in CTV's future." Will Richmond, VideoNuze Jack in the b Southwest Whirlpool INNOVID INDEPENDENT SOURCE OF TRUTH Single platform for unified and trustworthy measurement INNOVID#26TRANSPARENT AND COMPREHENSIVE REPORTING 51 95MM CTV Households 52 INNOVO An Pubch FER P Frequency Debution FORAN INNOVLD Alytics CTV INSIGHTS PORTFOLIO PERFORMANCE Summary Performance Monthly Performance has 100M UNIFIED REACH AND FREQUENCY BOM BOM Total Reach 58,660,168 ROM 11 # Unique Publisher Reach 43,159,392 I T I 15 S [1 13 Frequency 6.69 C Frequency: Light Frequency: Med Frequency Heavy 56% 27% 17 Day Impressions 392,539,361 Weekk Month Help & Export to Excel QC and drag to zoom in Export * Total 40181 1.2 CTV Insights INNOVID CTV Insights MRC Accredited Impressions - "currency" for digitized ads Unbiased Views, separate from media transaction Unified Reporting of programmatic, direct IO, walled gardens and open web 40 Performance Metrics for planning, buying and in-flight optimization INNOVID#27HOLISTIC VIEW ONLY AN INDEPENDENT AD SERVER CAN DELIVER 53 5.4 SUPERIOR LIGHT BEER INNOVLD Analyses 2495 Overiop Mihelid ULTRA Des Publaber Pitary Publisher AMC AMC MMC AMC Common Pub CAN Copiary Danay ¡ HO Overig 3 a ENJOY RESPON 2020ANGER SUCH MOELGULTRA UTST LOUG MO 4,999 GET ULTRA DELIVERED NOW 1089 5,229 10344 Pary Oweeping CMS Soo BRAND OBJECTIVE Improve CTV media spend while increasing scale and awareness. 23 41% n 24 DELIVERING ENGAGEMENT, INSIGHTS AND ROI CPM Decem OK 66 K Um ok De CPU Prima Export to AB InBev 1 ON ON O OF CTV Insights INNOVID Consumer behaviors have rapidly changed over the last year and we needed to adapt our media plans to their new consumption patterns. By leveraging Innovid's measurement solutions, we can make real-time decisions on connected TV. - Jackie Northacker Digital Media Manager, Anheuser-Busch InBev INNOVD#28INNOVID 54 55 KEY FINANCIAL HIGHLIGHTS ~$130M 2022E Revenue ~37% 2022E Revenue Growth N81% 2022E Gross Margins ~$16M 2022E Adj. EBITDA FINANCIALS H Highly predictable and visible re-occurring revenue: 98.71 wh Change (%) Volume 1,758.00M #0.11 ▸ Existing clients generate "90% of revenue each year¹ bul ► Strong net dollar retention over the last 3-years, exceeding 120% in 2020 1. Revenue from existing clients was 88% 89%, and 88% in 2018, 2019, and 2020 respectively ► Low customer churn with 94% core customer retention in 2020 ▸ Strong and stable pricing with path to higher margins with further adoption of highly differentiated products Significant operating leverage, with low incremental costs as client impression volumes grow INNOVD#2956 57 RECURRING AND GROWING REVENUE 84% 77 2018 # of Core Clients % of Total Revenue 85% '18-20 CAGR: 11% $48.4 85 80.6% 2019 2018A 89% 95 2020 Annual Historical Metrics Net Revenue Retention (NR) Rate is calculated as percentage of revenue retained from existing core platiom customers, including expansion revenue, downgrades, and chum. Note: Logo retention and NRR are calculated for core platform clients only $56.3 STRONG PROFITABILITY: GROSS MARGIN 81.3% Core Client Retention 2019A 84% Revenue --% Gross Margin 2018 $68.8 88% 82.0% 2019 2020 A 2020 $27.2 79.0% H12020 Net Revenue Retention ¡Revenue 110% 2018 H1 2021 Results 114% 2019 $40.9 80.8% H12021 --% Gross Margin 121% 2020 INNOVID ($in millions) INNOVD#3058 59 4. 2 2. PROFITABILITY ACCELERATION: Adjusted EBITDA Revenue $1.4 % Growth 2018A 1. Gross Profit P&L SUMMARY % Gross Margin -9,2% Adjusted EBITDA % Morgin 2019A ($5.2) Acceleration of investments mostly in R&D and SAM following investment round from GS No quantitative reconciliation of EBITDA to the most directly comparable GAAP financial measure has been provided for projections because management cannot reliably predict all of the necessary components of the GAAP financial measure without unreasonable effort Adjusted EBITDA indudes add-back of stockebased compensation from 2018-2020, stock-based compensation not projected for 2021-2023 2018A $48.4 11.0% $2.6 $39.0 80.6% 2030A Historical Financials $14 2.9% Audited 2019A $56.3 16.3% $45.8 81.3% ($5.2) -9,2% Adjusted EBITDA 2020A $68.8 2021E 7,6% 22.2% $56.4 $2.6 3.8% $34.6 19.5% 12.0% 1 $15.6 2021E $94.8 37.8% $76.8 81.0% 2022E $7.2 7,6% Projections 2022E $130.1 37.2% $105.4 81.0% $15.6 12.0% 2023E No quantitative reconciliation of EBITDA to the most directly comparable GAAP financial measure has been provided for projections because management cannot reliably predict all of the necessary components of the GAAP finandal measure without unreasonable effort 2. Adjusted EBITDA indudes add-back of stock-based compensation from 2018-2020, stock-based compensation not projected for 2021-2023 2023E $177.3 36.3% $143.6 81,0% 82% -85% $34.6 Long-Term Margins 19.5% 35% 35.0% Long-term ($ in millions) INNOVID ($ in millions) INNOVID#3160 61 P&L SUMMARY Revenue % Growth Gross Profit % Gross Margin Adjusted EBITDA % Margin 1. 2. 2018A Historical Financials $48.4 11.0% $39.0 $1.4 2.9% Audited 2019A $56.3 16.3% 50% YOY Revenue Growth driven primarily by growth and scaling of CTV $45.8 81.3% ($5.2) -9,2% 2020A $68.8 45% Revenue is generated on CTV up from 40% in H1 2020 22.2% $56.4 82.0% $2.6 3.8% 2021E $94.8 37.8% $76.8 81.0% $7.2 7,6% Projections 2022E 81% $130.1 37.2% 95% $105.4 81.0% No quantitative reconciliation of EBITDA to the most directly comparable GAAP financial measure has been provided for projections because management cannot reliably predict all of the necessary components of the GAAP finandal measure without unreasonable effort Adjusted EBITDA indudes add-back of stock-based compensation from 2018-2020, stock-based compensation not projected for 2021-2023 H1 2021 STRONG PERFORMANCE $15.6 12.0% Gross Profit Up from 79% Gross Profit in H12020 2023E CTV Revenue YOY Growth $177.3 36.3% $143.6 81.0% 82% -85% $34.6 Long-Term Margins 19,5% ($ in millions) BUSINESS MODEL ASSUMPTIONS Growth ✓ Organic X Non Organic New Clients ✓ Linear Growth X Accelerated Shift Pricing ✓ Stable x Upside Upsell ✓Similar Rates of Adoption X Accelerated Adoption Global U.S. Focus X Accelerated Global Growth INNOVID 5% Adjusted EBITDA¹ Margin significant improvement from (25%) loss in H1 2020 67% YOY growth in revenue from our non-U.S. customers 1. Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP financial measures. Non-GAAP measures have limitations as analytical tools and should not be considered in isolation or as substitute for an analysis of INNOVD results as reported under GAAP See Appendic for a recondliation of Adjusted EBITDA and Adjusted EBITOA Margin to the nearest financial measures reported under GAAP#32INNOVID 62 63 GROWTH STRATEGY MULTIPLE LEVERS TO DRIVE HIGH GROWTH FOR FORESEEABLE FUTURE Benefit from volume growth of existing customers Upsell additional modules. (Acquisitions & Home-Grown) Global expansion E Win new logos INNOVD#33641 INNOVID 65.1 CTV LISTED NYSE COMING SOON QUESTIONS Click the Raise Hand in the "Participants" tab. button 11 IL TEX LA ESEN WWWWW 11 11 11#34245.3 9.33% 8215 6.35% CTV 614 4.25% 3.35 5.36% 896.33 354 3223 4583 A 235 INNOVD CAMELI 6.35 8.35% 896.33 7.63 4445 -255 Leading Independent Ad Delivery and Measurement Platform for Connected TV THANK YOU Am 0:23 47426 245.3 9.36% 20000 * 82.5 6.35% 375.69 9.56 2435-45.23 [email protected] 614 425% 248.38 458 65.36 963 Appendix VROXE TOU INNOVID#35Net Income (Loss) to Adjusted EBITDA Reconciliation 68 Net Loss Depreciation and Amortization Stock-based compensation Finance and Other Expenses, Net Taxes on income Adjusted EBITDA 2018A ($0.3) Additional Information and Where to Find It 0.3 0.4 0.6 0.4 1.4 Audited 2019A ($7.3) 0.4 0.4 Historical Financials 0.4 0.9 (5.2) 2020A ($0.8) 0.7 0.6 0.9 1.2 2.6 Unaudited six months ended on June 30, 2021 ($3.6) 0.3 1.7 3.2 0.5 ($ in millions) 2.1 INNOVID Forward-Looking Statements Legend This document contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed transaction between Innovid Inc. ("Innovid') and Ion Acquisition Corp 2 Ltd. ("Ion"), including statements regarding the benefits of the transaction, the anticipated timing of the transaction, the services offered by Innovid and the markets in which it operates, and Innovid' projected future results. These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "future," "opportunity," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result," and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this document, including but not limited to: Innovid's ability to maintain and expand relationships with advertisers; the decrease and/or changes in CTV audience viewership behavior; the failure to make the right investment decisions or the failure to innovate and develop new solutions that are adopted by advertisers and/or partners; Innovid's estimates of market opportunity, forecasts of market growth and projections of future financial performance; Innovid's sales and marketing efforts requiring significant investments and long sales cycles; failure to manage growth effectively; the business combination not be satisfied on a timely basis or at all, and other risks and uncertainties indicated from time to time in the proxy statement/prospectus, including those under "Risk Factors" therein, and in Ion's other filings with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward- looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Innovid and Ion assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither Innovid nor Ion gives any assurance that either Innovid or Ion will achieve its expectations. This document relates to a proposed transaction between Innovid and Ion. This document does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Ion has filed a registration statement on Form S-4 that includes a proxy statement of Ion and a prospectus of Ion. The proxy statement/prospectus will be sent to all Ion and Innovid stockholders. Ion also will file other documents regarding the proposed transaction with the SEC. Before making any voting decision, investors and security holders of Ion and Innovid are urged to read the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the proposed transaction as they become available because they will contain important information about the proposed transaction. Investors and security holders will be able to obtain free copies of the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by Ion through the website maintained by the SEC at www.sec.gov. In addition, the documents filed by Ion may be obtained, without charge, at the SEC's website located at www.sec.gov or by directing a request to Ion. Participants in Solicitation Ion and Innovid and their respective directors and officers may be deemed to be participants in the solicitation of proxies from Ion's stockholders in connection with the proposed transaction. Information about Ion's directors and executive officers and their ownership of Ion's securities is set forth in Ion's filings with the SEC. To the extent that holdings of Ion's securities have changed since the amounts printed in Ion's proxy statement, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Additional information regarding the interests of those persons and other persons who may be deemed participants in the proposed transaction may be obtained by reading the proxy statement/ prospectus regarding the proposed transaction when it becomes available. You may obtain free copies of these documents as described in the preceding paragraph.

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