Analyst Day Presentation
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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.
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