Taboolacom Ltd

Rule 10b5-1 Trading Plans

Each of the following trading plans are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

On November 25, 2024 Lior Golan, Chief Technology Officer, adopted a 10b5-1 trading plan providing for the potential sale of up to 1,017,498 Ordinary shares of the Company. The duration of the plan is until the earlier of September 30, 2025 or the completion of all transactions subject to the plan.

On November 26, 2024 the trustee on behalf of a family trust established by Eldad Maniv, President and Chief Operating Officer, adopted a 10b5-1 trading plan providing for the potential sale of up to 2,000,000 Ordinary shares of the Company. The duration of the plan is until the earlier of August 22, 2025 or the completion of all transactions subject to the plan.

Executive Officer Transition

As of February 25, 2025 Mr. Lior Golan no longer qualifies as an “executive officer” or “officer” as defined under the Securities Exchange Act of 1934. This determination was a result of the Company’s and Mr. Golan’s mutual decision that he transition away from his substantial management responsibilities to focus on long-term strategic initiatives and select high impact products to drive the Company’s growth. Mr. Golan remains the Company’s Chief Technology Officer.

Entry into a Material Definitive Agreement

On February 24, 2025, the Company and Yahoo entered into a Share Repurchase Agreement (“Repurchase Agreement”). Yahoo is an affiliate of the Company and a related party due to their greater than 10% ownership of the Company’s Shares and their right to appoint a Board designee pursuant to the Omnibus Agreement entered into on November 28, 2022 between the Company and Yahoo. Under the Repurchase Agreement, the Company will conduct weekly repurchases of Yahoo's Non-voting Ordinary shares at a purchase price determined by a market-based pricing formula specified in the Repurchase Agreement. The maximum amount of Non-voting Ordinary shares repurchased each week will be 25% of the applicable allowable limit under Rule 10b-18 of the Securities Exchange Act of 1934. The Repurchase Agreement terminates upon the earlier of: (i) the Company obtaining regulatory approval permitting Yahoo’s equity ownership in the Company to exceed 25%; (ii) the Company determining as specified in the Repurchase Agreement that no such approval is required; or (ii) December 31, 2025.