CTV Innovid Corp

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You are cordially invited to attend a special meeting of stockholders (together with any adjournment, postponement, or other delay thereof, the “Special Meeting”) of Innovid Corp., a Delaware corporation (“Innovid”). The Special Meeting will be held on [•], 2025 at [•], Eastern time. You may attend the Special Meeting via a live interactive webcast at www.virtualshareholdermeeting.com/CTV2025SM. You will be able to listen to the Special Meeting live and submit a proxy online. We believe that a virtual meeting provides expanded access, improved communication and cost savings for our stockholders.

At the Special Meeting, you will be asked to consider and vote on a proposal to adopt the Agreement and Plan of Merger (as it may be amended, supplemented or modified from time to time), dated as of November 21, 2024 (the “Merger Agreement”), among Mediaocean LLC, a Delaware limited liability company (“Parent”), Ignite Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”, and together with Parent, the “Buyer Parties”) and Innovid. Pursuant to the Merger Agreement, Merger Sub will merge with and into Innovid, with Innovid surviving such merger as a wholly owned subsidiary of Parent (the “Merger”).

If the Merger is completed, at the effective time of the Merger, each share of Innovid’s common stock, par value $0.0001 per share, that is outstanding as of immediately prior to the effective time of the Merger (the “Innovid Common Stock”), subject to certain exceptions specified in the Merger Agreement, will be canceled and extinguished and automatically converted into the right to receive cash in an amount equal to $3.15 per share, without interest thereon and subject to any applicable withholding taxes unless you have properly exercised your appraisal rights. This amount represents an approximately 94% premium to the closing price of Innovid Common Stock of $1.62 per share on November 20, 2024, the last trading day before the public announcement of the Merger Agreement and the transactions contemplated thereby, as well as a premium of approximately 72% over the 90-day volume weighted average trading price of $1.84 per share on November 20, 2024.

Innovid’s board of directors (the “Innovid Board”) has unanimously (i) determined that the Merger and the other transactions contemplated by the Merger Agreement are advisable, fair to and in the best interests of Innovid and the holders of shares (the “Innovid Stockholders”) of Innovid Common Stock; (ii) approved the Merger Agreement and the execution and delivery of the Merger Agreement by Innovid, the performance by Innovid of its covenants and other obligations thereunder, and the consummation of the transactions contemplated by the Merger Agreement upon the terms and subject to the conditions set forth therein; (iii) resolved to submit the Merger Agreement to the Innovid Stockholders for consideration at a special meeting of the Innovid Stockholders; and (iv) subject to its covenants with respect to its recommendation to the Innovid Stockholders, resolved to recommend that the Innovid Stockholders adopt the Merger Agreement at such special meeting.

The Innovid Board unanimously recommends that you vote: (1) “FOR” the adoption of the Merger Agreement, and (2) “FOR” the adjournment of the Special Meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

Your vote is very important, regardless of the number of shares you own. Under the terms of the Merger Agreement, the approval of the proposal to adopt the Merger Agreement requires the affirmative vote of the holders of a majority of the outstanding shares of Innovid Common Stock entitled to vote in accordance with the DGCL. Each record holder of Innovid Common Stock is entitled to one vote for each share of Innovid Common Stock owned of record as of the close of business on [•] (the “Record Date”). If you fail to vote on the proposal to adopt the Merger Agreement, the effect will be the same as a vote against such proposal.

The accompanying proxy statement provides detailed information about the Special Meeting, the Merger Agreement and the Merger, and the other proposals to be considered at the Special Meeting. A copy of the Merger Agreement is attached as Annex A to the proxy statement. The accompanying proxy statement also describes the actions and determinations of the Innovid Board in connection with their evaluation of, among other things, the Merger Agreement and the Merger. Please read the proxy statement and its annexes, including the Merger Agreement, carefully and in their entirety, as they contain important information.

Even if you plan to attend the Special Meeting, please grant your proxy electronically over the internet or by telephone (using the instructions found on the proxy card) or mail, as promptly as possible, the enclosed proxy card (a prepaid reply envelope is provided for your convenience). If you attend the Special Meeting and vote at the Special Meeting, your vote will revoke any proxy that you have previously submitted. If you fail to grant your proxy or to attend the Special Meeting, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting and will have the same effect as a vote against the adoption of the Merger Agreement, but will not have any effect on the outcome of the vote on the Adjournment Proposal (assuming a quorum is present). You may revoke your proxy or change your vote at any time before your proxy is voted at the Special Meeting.

If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares held in “street name.” If you hold your shares in “street name,” you will receive instructions from your bank, broker or other nominee that you must follow in order to submit your voting instructions and have your shares counted at the Special Meeting. Your bank, broker or other nominee cannot vote on any of the proposals to be considered at the Special Meeting without your instructions. As a result, if you do not provide your bank, broker or other nominee with any voting instructions, your shares will not be counted for purposes of a quorum and will not be voted at the Special Meeting, which will have the same effect as a vote against the adoption of the Merger Agreement.

If you have any questions or need assistance voting your shares, please contact Sodali & Co (“Sodali”), our proxy solicitor, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400, or by emailing CTV@info.sodali.com.

Thank you for your support.

Sincerely,

Zvika Netter

Chief Executive Officer and Director

Neither the Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the Merger, passed upon the merits or fairness of the Merger or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated [•], 2025, and, together with the enclosed form of proxy card, is first being mailed on or about [•], 2025.

 

Notice is given that a special meeting of stockholders (together with any adjournment, postponement or other delay thereof, the “Special Meeting”) of Innovid Corp., a Delaware corporation (“Innovid”), will be held on [•], 2025 at [•], Eastern time, for the following purposes:

The foregoing matters are more fully described in the attached proxy statement. The proxy statement, as well as the Merger Agreement attached thereto, are hereby incorporated by reference in this Notice.

Under the terms of the Merger Agreement, the approval of the Merger Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Innovid Common Stock entitled to vote in accordance with the General Corporation Law of the State of Delaware (the “DGCL”). Approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority in voting power of the votes cast on such matter.

The Special Meeting will be held by means of a live interactive webcast on the internet at www.virtualshareholdermeeting.com/CTV2025SM. We believe this is the most effective approach for enabling stockholder attendance and participation. The Special Meeting will begin promptly at [•], Eastern time. Online check-in will begin at [•], Eastern time, and you should allow ample time for the check-in procedures. You will need the control number found on your proxy card or voting instruction form in order to participate in the Special Meeting (including voting your shares).

Only Innovid’s stockholders as of the close of business on [•] (the “Record Date”) are entitled to notice of, and to vote at, the Special Meeting or at any postponement or adjournment thereof. A list of stockholders of record entitled to vote at the Special Meeting will be available at Innovid’s corporate offices located at 30 Irving Place, 12th Floor, New York, New York 10003 during regular business hours for a period of no less than 10 days before the Special Meeting.

Innovid’s Board unanimously recommends that you vote: (1) “FOR” the Merger Proposal, and (2) “FOR” the Adjournment Proposal.

Record holders and beneficial owners of shares of Innovid’s common stock, par value $0.0001 per share, that is outstanding as of immediately prior to the effective time of the Merger (the “Innovid Common Stock”) who do not vote in favor of the proposal to adopt the Merger Agreement and who otherwise comply with the requirements under Section 262 of the DGCL will have the right to seek appraisal of the “fair value” of their shares of Innovid Common Stock (exclusive of any elements of value arising from the accomplishment or expectation of the Merger and together with interest thereon, as described in the accompanying proxy statement) in lieu of receiving $3.15 per share of Innovid Common Stock in cash if the Merger is completed, as determined in accordance with Section 262 of the DGCL. To do so, a record holder or beneficial owner must properly demand appraisal before the vote is taken on the Merger Agreement at the Special Meeting and comply with all

other requirements of the DGCL, including Section 262 of the DGCL, which are summarized in the accompanying proxy statement, and certain conditions set forth in Section 262(g) of the DGCL must be satisfied. Section 262 of the DGCL may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262 and is incorporated in this notice by reference.

Even if you plan to attend the Special Meeting, please grant your proxy electronically over the internet or by telephone (using the instructions found on the proxy card) or sign, date and return, as promptly as possible, the enclosed proxy card. If you attend the Special Meeting and vote at the Special Meeting, your vote will revoke any proxy that you have previously submitted. If you fail to return your proxy or to attend the Special Meeting, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting and will have the same effect as a vote against the Merger Proposal, but will not have any effect on the outcome of the vote on the Adjournment Proposal (assuming a quorum is present). You may revoke your proxy or change your vote at any time before your proxy is voted at the Special Meeting.

If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares held in “street name.” If you hold your shares in “street name,” you will receive instructions from your bank, broker or other nominee that you must follow in order to submit your voting instructions and have your shares counted at the Special Meeting. Your bank, broker or other nominee cannot vote on any of the proposals to be considered at the Special Meeting without your instructions. As a result, if you do not provide your bank, broker or other nominee with any voting instructions, your shares will not be counted for purposes of a quorum and will not be voted at the Special Meeting, which will have the same effect as a vote against the Merger Proposal.

By Order of the Board of Directors,

Zvika Netter

Chief Executive Officer and Director

New York, New York

[•]

 

This proxy statement is dated [•] and, together with the enclosed form of proxy card,

is first being sent to stockholders on or about [•].

Neither the SEC nor any state securities regulatory agency has approved or disapproved the Merger, passed upon the merits or fairness of the Merger or passed upon the adequacy or accuracy of the disclosure in this

document. Any representation to the contrary is a criminal offense.

Unless stated otherwise, whenever used in this proxy statement, the following terms have the meanings set forth below:

Adjournment Proposal means the proposal to approve the adjournment of the Special Meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

Affiliate means, with respect to any person, any other person that, directly or indirectly, controls, is controlled by or is under common control with such person. For purposes of this definition, the term “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of that person, whether through the ownership of voting securities or partnership or other ownership interests, by contract or otherwise; provided that, in no event shall (i) Parent or Merger Sub be considered an “Affiliate” of any member of the CVC Network, or (ii) any member of the CVC Network be considered an “Affiliate” of Parent or Merger Sub, other than for purposes of the definition of “Parent Related Parties” and the effect of termination section of the Merger Agreement.

Ancillary Agreements means the documents, certificates and instruments and other agreements among the Parties as contemplated by the Transactions, including the Confidentiality Agreement, and the Financing Commitments; provided, that the Ancillary Agreements do not include the Support Agreements or the Contribution and Exchange Agreement.

Buyer Parties means, together, Parent and Merger Sub.

Certificate of Merger means a certificate of merger substantially in the form attached as Exhibit A to the Merger Agreement.

CIC Severance Plan means the Innovid, Inc. Executive Change in Control Executive Severance Plan.

Code means the U.S. Internal Revenue Code of 1986, as amended.

Confidentiality Agreement means that certain Confidentiality Agreement, dated as of July 23, 2024, by and between Parent and Innovid.

Contribution and Exchange Agreement means that certain Contribution and Exchange Agreement, dated as of November 21, 2024, by and between TopCo and the Rollover Stockholder.

CVC Network means (i) CVC Capital Partners plc, Clear Vision Capital Fund SICAV FIS S.A., (ii) each of their respective successors or assigns and any form of entity which is controlled by, or under common control with, CVC Capital Partners plc or Clear Vision Capital Fund SICAV FIS S.A. from time to time, together with any investment funds or vehicles advised or managed by any of the foregoing; (iii) any existing or prospective investor in or limited partner of any such investment funds or vehicles; and (iv) any portfolio companies of any such investment funds or vehicles (collectively, the “Portfolio Companies”); provided that for these purposes only “control” includes the power to (directly or indirectly and whether alone or with others) appoint or remove a majority of an entity’s directors or its general partner, manager, adviser, trustee, founder, guardian, beneficiary or other management officeholder and controlled and controlling shall be interpreted accordingly; provided, further, that Parent and Merger Sub shall not be considered Portfolio Companies or part of the CVC Network.

Debt Financing means the debt financing in the amounts specified in the Debt Financing Commitment for the purpose of financing the Merger and the other transactions contemplated by the Merger Agreement and the related fees and expenses.

Debt Financing Commitment means, collectively, Debt Commitment Letter and each Redacted Fee Letter.

DGCL means the General Corporation Law of the State of Delaware.

Dissenting Shares means all shares of Innovid Common Stock that are issued and outstanding as of immediately prior to the effective time of the Merger and held by Innovid Stockholders who have neither voted in favor of the Merger nor consented thereto in writing and who have properly and validly exercised and not withdrawn their statutory rights of appraisal in respect of such shares of Innovid Common Stock in accordance with Section 262 of the DGCL.

DOJ means the Antitrust Division of the U.S. Department of Justice.

Effective Time means the effective time of the Merger.

Equity Award Consideration means, collectively, the Innovid Option Consideration and the Innovid RSU Consideration.

Equity Financing means the commitment made by the Investors (as defined in each Equity Commitment Letter, respectively), subject only to the terms and conditions of each of the Equity Commitment Letters, to invest in Parent, directly or indirectly, the cash amounts set forth therein, respectively, for the purpose of consummating the Merger.

Exchange Act means the Securities Exchange Act of 1934, as amended.

Financing means, together, the Debt Financing and the Equity Financing.

Financing Commitments means, collectively, the Debt Financing Commitment and the Equity Commitment Letters.

Financing Sources means the persons (other than Parent, Merger Sub, and their respective Affiliates), if any, in their respective capacities as such, that have committed to provide, arrange, underwrite or place all or any portion of the Debt Financing in connection with the Merger, including the commitment parties under the Debt Commitment Letter and the commitment parties under any joinder agreements or credit agreements entered into pursuant thereto or relating thereto, together with their representatives, Affiliates and their Affiliates’ representatives (in their capacity as such) and their respective successors and assigns, provided that in no event shall any of Parent or any of its Affiliates be deemed to be Financing Sources under the Merger Agreement.

FTC means the Federal Trade Commission.

GAAP means generally accepted accounting principles, consistently applied, in the United States.

HSR Act means the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

Innovid means Innovid Corp. In addition, the terms “we,” “us” and “our” refer to Innovid Corp.

Innovid Board means the board of directors of Innovid Corp.

Innovid Bylaws means the Amended and Restated Bylaws of Innovid Corp., dated as of February 1, 2024.

Innovid Common Stock means the common stock, par value $0.0001 per share, of Innovid.

Innovid Equity Awards means Innovid Options and Innovid RSUs.

Innovid Equity Plans means, collectively, the Innovid Corp. 2021 Omnibus Incentive Plan, the Innovid., Inc. Global Share Incentive Plan (2008) and any other compensatory equity compensation plan under which any outstanding Innovid Option or Innovid RSU has been granted.

Innovid Intellectual Property means any and all Intellectual Property (as defined in the Merger Agreement) that is owned (or purported to be owned), in whole or in part, by any member of Innovid or its subsidiaries.

Innovid Option means an option to purchase shares of Innovid Common Stock granted under any Innovid Equity Plan.

Innovid Option Consideration means a lump sum cash payment, without interest, equal to the product of (A) the excess, if any, of the Per Share Price over the applicable exercise price per share of Innovid Common Stock subject to such Innovid Option multiplied by (B) the number of shares of Innovid Common Stock subject to such Innovid Option.

Innovid Private Placement Warrants means the warrants purchased by ION Holdings 2, LP (“ION”) pursuant to the Private Place Warrants Purchase Agreement, dated as of February 10, 2021, by and between ION and ION Acquisition Corp 2 Ltd., the predecessor entity to Innovid.

Innovid Public Warrants means the warrants that were issued and delivered to public investors in the initial public offering of units of equity securities of ION Acquisition Corp 2 Ltd., the predecessor entity to Innovid, pursuant to the Warrant Agreement.

Innovid Related Parties means any of Innovid, its Affiliates, the former, current and future holders of any equity, controlling persons, directors, officers, employees, agents, attorneys, Affiliates, members, managers, general or limited partners, stockholders and assignees of each of Innovid and its Affiliates and any holder of any equity, controlling person, director, officer, employee, Affiliate, member, manager, general or limited partner, stockholder and assignee of any of the foregoing.

Innovid RSU means a restricted stock unit award granted under any Innovid Equity Plan.

Innovid RSU Consideration means a lump sum cash payment, without interest and net of applicable withholdings, equal to the product of (A) the Per Share Price multiplied by (B) the number of shares of Innovid Common Stock subject to such Innovid RSUs.

Innovid Stockholders means the holders of shares of Innovid Common Stock.

Innovid Warrants means, collectively, the Innovid Private Placement Warrants and the Innovid Public Warrants.

IRS means the Internal Revenue Service.

Law means any legislation, statute, constitution, law (including common law), ordinance, Order, rule, regulation, code, directive, determination, ruling or stock exchange listing requirement, issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any governmental authority, as applicable.

Lease means each lease, sublease, license, sublicense or other similar agreement, including amendments thereto and guarantees thereof, relating to the Leased Real Property (as defined in the Merger Agreement).

Liens means any charge, claim, lien (statutory or other), voting trust agreement, right of first refusal, mortgage, encumbrance, pledge, security interest, deed of trust, encroachment, right of way or other similar restriction of any kind (other than those created under applicable securities Law).

Material Contract has the meaning set forth in the Merger Agreement.

Merger means the merger of Merger Sub with and into Innovid pursuant to the Merger Agreement in accordance with the applicable provisions of the DGCL, with Innovid surviving the Merger as a direct, wholly owned subsidiary of Parent.

Merger Agreement means the Agreement and Plan of Merger, dated as of November 21, 2024, by and among Innovid, Parent, and Merger Sub, as it may be amended, supplemented or modified from time to time.

Merger Proposal means the proposal to adopt the Merger Agreement.

Merger Sub means Ignite Merger Sub, Inc, a Delaware corporation and wholly owned subsidiary of Parent.

NYSE means the New York Stock Exchange and any successor stock exchange.

Owned Innovid Share means each share of Innovid Common Stock that is (1) held by Innovid or any of its subsidiaries, (2) owned by the Buyer Parties or any of their direct or indirect wholly owned subsidiaries as of immediately prior to the Effective Time or (3) a Rollover Share.

Parent means Mediaocean LLC, a Delaware limited liability company.

Parent Related Parties means any of the Buyer Parties, the former, current and future holders of any equity, controlling persons, directors, officers, employees, agents, attorneys, Financing Sources, Affiliates, members, managers, general or limited partners, stockholders and assignees of each Buyer Party and its Affiliates and any holder of any equity, controlling person, director, officer, employee, Affiliate, member, manager, general or limited partner, stockholder and assignee of any of the foregoing.

Party means each of Innovid, Parent and Merger Sub.

Per Share Price means $3.15 in cash per share of Innovid Common Stock, without interest thereon.

Record Date means [•].

Rollover Shares means, collectively, the shares of Innovid Common Stock contributed to TopCo by the Rollover Stockholder pursuant to the Contribution and Exchange Agreement.

Rollover Stockholder means Zvika Netter.

SEC means the United States Securities and Exchange Commission.

Securities Act means the Securities Act of 1933, as amended.

Special Measures means any quarantine, “shelter in place,” “stay at home,” social distancing, shut down, closure, sequester, safety or similar Law, directive, protocols or guidelines promulgated by any governmental authority, including the Centers for Disease Control and Prevention and the World Health Organization, in each case, in connection with or in response to any epidemic or pandemic, including the Coronavirus Aid, Relief and Economic Security Act, as may be amended, and the Families First Coronavirus Response Act, as may be amended.

Special Meeting means the special meeting of the stockholders of Innovid to be held on [•] at [•], Eastern time, and any adjournment or postponement thereof, by means of a live interactive webcast on the internet at www.virtualshareholdermeeting.com/CTV2025SM.

Subsidiary of any person means any other person (other than a natural person) of which securities or other ownership interests (i) having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions or (ii) representing more than 50% of the total outstanding securities or ownership interests of such first person, in each case, are owned, directly or indirectly, by such first person.

Surviving Corporation means Innovid, as the surviving corporation of the Merger.

Termination Date means May 21, 2025 (as may be extended pursuant to the Merger Agreement).

TopCo means OceanKey TopCo LLP.

Topco RSUs means restricted stock units in TopCo.

Transactions means the transactions contemplated by this Agreement and the Ancillary Agreements, including the Merger.

Warrant Agreement means that certain Warrant Agreement, dated as of February 10, 2021, by and between ION Acquisition Corp 2 Ltd. and Continental Stock Transfer & Trust Company, a New York corporation.

Willful and Material Breach means (x) a material breach of the Merger Agreement that is a consequence of an act or failure to act undertaken or omitted to be taken by the breaching Party with the actual knowledge that the taking of such act or failure to take such act would, or would reasonably be expected to, constitute a material breach of the Merger Agreement, or (y) in the case of the Buyer Parties, failure to consummate the Equity Financing (i) when and as required to be consummated in accordance with the terms of the Equity Commitment Letters and the Merger Agreement and (ii) when each Equity Funding Circumstance (as defined in the section of this proxy statement captioned “The Merger Agreement—Specific Performance”) has been met.

The following questions and answers address some commonly asked questions regarding the Merger, the Merger Agreement and the Special Meeting. These questions and answers may not address all questions that are important to you. Innovid encourages you to carefully read the more detailed information contained elsewhere in this proxy statement, including the annexes to this proxy statement and the other documents to which Innovid refers in this proxy statement. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions in the section of this proxy statement captioned “Where You Can Find Additional Information.”

This proxy statement, which you should read carefully, contains important information about the Merger, the Merger Agreement, the Special Meeting and the matters to be voted on at the Special Meeting. The enclosed materials allow you to submit a proxy to vote your shares of Innovid Common Stock without attending the Special Meeting and to ensure that your shares of Innovid Common Stock are represented and voted at the Special Meeting.

Your vote is very important. Even if you plan to attend the Special Meeting, Innovid encourages you to submit a proxy as soon as possible.

At the Effective Time, Innovid, as the Surviving Corporation in the Merger, will possess all properties, rights, privileges, powers and franchises of Innovid and Merger Sub, and all of the debts, liabilities, obligations and duties of Innovid and Merger Sub will become the debts, liabilities, obligations and duties of the Surviving Corporation.

With respect to the Merger Proposal, if you abstain from voting, your shares will be counted as present for purposes of determining the presence of a quorum, but such abstention will have the same effect as voting “AGAINST” the Merger Proposal. With respect to the Adjournment Proposal, if you abstain from voting, your shares will be counted as present for purposes of determining the presence of a quorum, and such abstention will not have any effect on the outcome of the vote on the Adjournment Proposal (assuming a quorum is present).

You should read the section of this proxy statement captioned “The Merger—Recommendation of the Innovid Board and Reasons for the Merger” for a discussion of the factors that the Innovid Board considered in deciding to recommend and/or approve, as applicable, the approval of the adoption of the Merger Agreement.

In specified circumstances in which the Merger Agreement is terminated, Innovid has agreed to pay Parent a termination fee. For more information, see the section of this proxy statement captioned “The Merger Agreement—Company Termination Fee.”

If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares of Innovid Common Stock held in “street name.” If you are a beneficial owner of shares of Innovid Common Stock held in “street name,” this proxy statement has been forwarded to you by your bank, broker or other nominee who is considered, with respect to those shares, to be the stockholder of record. As the beneficial owner, you have the right to direct your bank, broker or other nominee how to vote your shares by following their instructions for voting. You are also invited to attend the Special Meeting. However, because you are not the stockholder of record, you may not vote your shares at the Special Meeting unless you provide a “legal proxy” from your bank, broker or other nominee giving you the right to vote your shares at the Special Meeting.

If you do not provide your bank, broker or other nominee with voting instructions, your shares will not be voted on any of the proposals, which will have the same effect as if you voted “AGAINST” the Merger Proposal but will have no effect on the outcome of the vote on the Adjournment Proposal, except to the extent affecting the obtaining of a quorum at the meeting.

The control number located on your proxy card is designed to verify your identity and allow you to vote your shares of Innovid Common Stock and to confirm that your voting instructions have been properly recorded when submitting a proxy to vote electronically over the internet or by telephone. Although there is no charge for submitting a proxy to vote your shares, if you submit a proxy to vote electronically over the internet or by telephone, you may incur costs such as internet access and telephone charges for which you will be responsible.

Even if you plan to attend the Special Meeting, you are strongly encouraged to submit a proxy to vote your shares of Innovid Common Stock. If you are a stockholder of record or if you provide a “legal proxy” to vote

shares that you beneficially own, you may vote your shares of Innovid Common Stock at the Special Meeting even if you have previously voted by proxy. If you attend the Special Meeting and vote at the Special Meeting, your vote will revoke any previously submitted proxy. You may revoke your proxy or change your vote at any time before your proxy is voted at the Special Meeting.

If your shares are held in “street name” through a bank, broker or other nominee, you may vote through your bank, broker or other nominee by completing and returning the voting instruction form provided by your bank, broker or other nominee, or, if such a service is provided by your bank, broker or other nominee, electronically over the internet or by telephone. To submit a proxy to vote over the internet or by telephone through your bank, broker or other nominee, you should follow the instructions on the voting instruction form provided by your bank, broker or nominee. However, because you are not the stockholder of record, you may not vote your shares at the Special Meeting unless you provide a “legal proxy” from your bank, broker or other nominee giving you the right to vote your shares at the Special Meeting.

Even if you plan to attend the Special Meeting, to ensure that your shares will be represented at the Special Meeting, Innovid encourages you to promptly sign, date and return the enclosed proxy card or grant your proxy electronically over the internet or by telephone (using the instructions found on the proxy card). If you attend the Special Meeting and vote at the Special Meeting, your vote will revoke any proxy previously submitted. You may revoke your proxy or change your vote at any time before your proxy is voted at the Special Meeting.

If, as of the Record Date, you are a beneficial owner of shares held in “street name,” you may not vote your shares at the Special Meeting unless you provide a “legal proxy” from your bank, broker or other nominee giving you the right to vote your shares at the Special Meeting. Otherwise, you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form provided by your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals to be considered at the Special Meeting without your instructions.

If you hold your shares of Innovid Common Stock in “street name,” you should contact your bank, broker or other nominee for instructions regarding how to change your vote. You may also vote at the Special Meeting if you obtain a “legal proxy” from your bank, broker or other nominee giving you the right to vote your shares at the Special Meeting.

If you sign and date your proxy card but do not mark the boxes showing how your shares should be voted on a matter, the shares represented by your properly signed proxy will be voted as recommended by the Innovid Board with respect to each proposal. This means that they will be voted: (1) “FOR” the Merger Proposal and (2) “FOR” the Adjournment Proposal, and in the proxyholders’ discretion with respect to any other business that may properly come before the Special Meeting.

You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction forms, if your shares are registered differently or are held in more than one account. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction form for each brokerage account in which you hold shares. If you are a stockholder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please vote all voting materials that you receive.

For a more complete description of the U.S. federal income tax considerations of the Merger, see the section of this proxy statement captioned “The Merger—Material U.S. Federal Income Tax Considerations of the Merger.”

their demands or otherwise lose their rights to appraisal, will be entitled to seek appraisal of their shares in connection with the Merger under Section 262 of the DGCL. This means that such holders of record and beneficial owners will be entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of their shares of Innovid Common Stock, exclusive of any elements of value arising from the accomplishment or expectation of the Merger, together with interest, if any, to be paid on the amount determined by the Delaware Court of Chancery to be fair value. Unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown, interest from the effective date of the Merger through the date of payment of the judgment shall be compounded quarterly and shall accrue at a rate of five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the Merger and the date of payment of the judgment. At any time before the entry of judgment in the proceeding, the Surviving Corporation may make a voluntary cash payment to each person seeking appraisal, in which case interest will accrue thereafter only upon the sum of (1) the difference, if any, between the amount so paid and the fair value of the shares as determined by the Delaware Court of Chancery, and (2) interest theretofore accrued, unless paid at that time. The Surviving Corporation is under no obligation to make such voluntary cash payment prior to such entry of judgment. If you fail to properly demand appraisal or waive your appraisal rights, you will receive the Merger consideration provided for in the Merger Agreement. Persons who wish to seek appraisal of their shares are encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights due to the complexity of the appraisal process. The DGCL requirements for perfecting and exercising appraisal rights are described in additional detail in the section of this proxy statement captioned “Appraisal Rights,” which description is qualified in its entirety by Section 262 of the DGCL regarding appraisal rights, which may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262.

Sodali & Co

333 Ludlow Street

5th Floor, South Tower

Stamford, CT 06902

Telephone: (800) 662-5200

(banks and brokers can call collect at (203) 658-9400)

Email: CTV@info.sodali.com

Innovid is an enterprise cloud software platform for the creation, delivery, measurement, and optimization of advertising across connected TV CTV, mobile, and desktop environments. Innovid provides critical technology infrastructure for many of the world’s largest brands, agencies, and publishers, empowering them to create ad-supported TV experiences people love. Innovid’s vision, that television should be open for everyone and controlled by no one, is at the heart of how the company operates its business as an independent platform and as a strategic, trusted partner for its clients.

See the section of this proxy statement captioned “Where You Can Find Additional Information.”

Innovid Common Stock is listed on the NYSE under the symbol “CTV.” Innovid’s corporate offices are located at 30 Irving Place, 12th Floor, New York, New York 10003.

Mediaocean LLC, a Delaware limited liability company, is a provider of integrated media procurement technology to brands and agencies supporting their advertising needs, including through the Prisma application for media management and finance, Flashtalking’s ad server and personalization platform and Protected by Mediaocean’s ad verification solution.

Parent’s address is 120 Broadway, Floor 8, New York, NY 10271 and its telephone number is +1 (212) 633-8100.

Ignite Merger Sub, Inc. is a wholly owned subsidiary of Parent and was formed on November 20, 2024, solely for the purpose of engaging in the Merger. Merger Sub has not engaged in any business activities other than as contemplated by the Merger Agreement. Merger Sub’s address is 120 Broadway, Floor 8, New York, NY 10271 and its telephone number is +1 (212) 633-8100.

Innovid will hold the Special Meeting on [•], at [•], Eastern time. You may attend the Special Meeting via a live interactive webcast on the Internet at www.virtualshareholdermeeting.com/CTV2025SM. You will be able to listen to the Special Meeting live and vote online. You will need the control number found on your proxy card or voting instruction form in order to participate in the Special Meeting (including voting your shares). Innovid believes that a virtual meeting provides expanded access, improved communication and cost savings for its stockholders.

If you encounter technical difficulties accessing the Special Meeting or during the Special Meeting, a support line will be available on the login page of the Special Meeting website.

The Special Meeting will begin at [•], Eastern time. Online check-in will begin a few minutes prior to the Special Meeting. Innovid encourages you to access the meeting prior to the start time.

As the Special Meeting is virtual, there will be no physical meeting location. To attend the Special Meeting, log in at www.virtualshareholdermeeting.com/CTV2025SM. You will need the control number found on your proxy card or voting instruction form in order to participate in the Special Meeting (including voting your shares). If you encounter technical difficulties accessing the Special Meeting or during the Special Meeting, a support line will be available on the login page of the Special Meeting website.

Once online access to the Special Meeting is open, stockholders may submit questions pertinent to meeting matters, if any, through the Special Meeting website. You will need the control number found on your proxy card or voting instruction form in order to submit questions. Questions pertinent to meeting matters will be answered during the meeting, subject to time constraints.

At the Special Meeting, Innovid will ask stockholders to vote on the Merger Proposal and the Adjournment Proposal.

Innovid’s Stockholders must approve the Merger Proposal in order for the Merger to be consummated. Approval of the Adjournment Proposal is not a condition to completion of the Merger. A copy of the Merger Agreement is attached as Annex A to this proxy statement and is incorporated by reference in this proxy statement in its entirety. Innovid encourages you to read the Merger Agreement carefully in its entirety.

Only Innovid’s Stockholders as of the close of business on the Record Date are entitled to notice of, and to vote at, the Special Meeting. A list of stockholders of record entitled to vote at the Special Meeting will be available at Innovid’s corporate offices located at 30 Irving Place, 12th Floor, New York, New York 10003, during regular business hours for a period of no less than 10 days before the Special Meeting. As of [•], there were [•] shares of Innovid Common Stock outstanding and entitled to vote at the Special Meeting. For each share of Innovid Common Stock that you own as of the close of business on the Record Date, you will have one vote on each matter submitted for a vote at the Special Meeting.

The holders of a majority in voting power of the shares of Innovid Common Stock issued and outstanding and entitled to vote at the Special Meeting, present by remote communication or represented by proxy, will constitute a quorum at the Special Meeting.

Under the terms of the Merger Agreement, the approval of the Merger Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Innovid Common Stock entitled to vote in accordance with the DGCL.

Approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority in voting power of the votes of Innovid Common Stock cast (excluding abstentions and broker non-votes) on such proposal.

Abstentions will be counted as present for purposes of determining whether a quorum exists. If a stockholder abstains from voting on the Merger Proposal, that abstention will have the same effect as if the stockholder voted “AGAINST” such proposal. If a stockholder abstains from voting on the Adjournment Proposal, that abstention will not have any effect on the outcome of the vote on the Adjournment Proposal (assuming a quorum is present).

Each “broker non-vote,” if any, will have the same effect as a vote “AGAINST” the Merger Proposal but will have no effect on the Adjournment Proposal (assuming a quorum is present). Broker non-votes are shares of Innovid Common Stock held by brokers on behalf of the beneficial owners of such shares of Innovid Common Stock that are present by means of remote communication or by proxy at the Special Meeting, but with respect to which the broker is not instructed by the applicable beneficial owner of such shares of Innovid Common Stock how to vote on a particular proposal, and the broker does not have discretionary voting power on such proposal. Because brokers do not have discretionary voting authority with respect to any of the proposals described in this proxy statement, if a beneficial owner of shares of Innovid Common Stock held in “street name” does not give voting instructions to the broker, then those shares of Innovid Common Stock will not be present by remote communication or by proxy at the Special Meeting, and, therefore, will not count towards the quorum of the Special Meeting and will have the same effect as voting “AGAINST” the Merger Proposal. For shares of Innovid Common Stock held in “street name,” only shares of Innovid Common Stock affirmatively voted “FOR” the Merger Proposal will be counted as a vote in favor of such proposal. Approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority in voting power of the votes of Innovid Common Stock cast (excluding abstentions and broker non-votes) on such proposal, therefore, any broker non-votes will have no effect on the approval of the Adjournment Proposal (assuming a quorum is present).

As of [•], 2024, Innovid’s directors and executive officers beneficially owned, in the aggregate, [•] shares of Innovid Common Stock, collectively representing approximately [•] % of the voting power of the shares of Innovid Common Stock outstanding as of [•], 2024. Pursuant to the Support Agreements, each member of the Innovid Board agreed to vote all shares of Innovid Common Stock that it beneficially owns in favor of, among other things, granting the Requisite Stockholder Approval, approving the Merger and adopting the Merger Agreement. Each of Innovid’s executive officers have informed Innovid that they intend to vote all of their shares of Innovid Common Stock: (1) “FOR” the Merger Proposal and (2) “FOR” the Adjournment Proposal. For more information, please see the section of this proxy statement captioned “The Support Agreement.”

If you are a stockholder of record (that is, your shares are registered in your name with Innovid’s transfer agent, Continental Stock Transfer & Trust Company), you may vote your shares by returning a signed and dated proxy card, or you may vote at the Special Meeting using the control number located on the enclosed proxy card. Additionally, you may grant a proxy electronically over the internet or by telephone by following the instructions on your proxy card. You must have the enclosed proxy card available, and follow the instructions on the proxy card, in order to grant a proxy electronically over the internet or by telephone. Based on your proxy cards or internet and telephone proxy, the proxy holders will vote your shares according to your direction.

If you attend the Special Meeting and wish to vote at the Special Meeting, you will need the control number located on the enclosed proxy card. Beneficial owners of shares held in “street name” must also provide a “legal proxy” from their bank or broker in order to vote at the Special Meeting. You are encouraged to vote by proxy even if you plan to attend the Special Meeting. If you attend the Special Meeting and vote at the Special Meeting, your vote will revoke any previously submitted proxy. You may revoke your proxy or change your vote at any time before your proxy is voted at the Special Meeting.

All shares represented by properly signed and dated proxies (or proxies granted electronically over the internet or by telephone) will, if received before the Special Meeting, be voted at the Special Meeting in accordance with the instructions of the stockholder. Properly signed and dated proxies (or proxies granted electronically over the internet or by telephone) that do not contain voting instructions will be voted: (1) “FOR” the Merger Proposal and (2) “FOR” the Adjournment Proposal.

If your shares are held in “street name” through a bank, broker or other nominee, you may vote through your bank, broker or other nominee by completing and returning the voting instruction form provided by your bank, broker or other nominee. You may also attend the Special Meeting and vote at the Special Meeting if you have a “legal proxy” from your bank, broker or other nominee giving you the right to vote your shares at the Special Meeting. If available from your bank, broker or other nominee, you may submit a proxy to vote over the internet or telephone through your bank, broker or other nominee by following the instructions on the voting instruction form provided by your bank, broker or other nominee. If you do not (1) return your bank’s, broker’s or other nominee’s voting instruction form, (2) vote over the internet or by telephone through your bank, broker or other nominee, or (3) attend the Special Meeting and vote at the Special Meeting with a “legal proxy” from your bank, broker or other nominee, it will have the same effect as if you voted “AGAINST” the Merger Proposal. It will not, however, have any effect on the Adjournment Proposal (assuming a quorum is present).

If you are a stockholder of record, you may change your vote or revoke your proxy at any time before it is voted at the Special Meeting by:

If you have submitted a proxy, your attendance at the Special Meeting, in the absence of voting at the Special Meeting or submitting an additional proxy or revocation, will not have the effect of revoking your prior proxy.

If you hold your shares of Innovid Common Stock in “street name” through a bank, broker or other nominee, you should contact your bank, broker or other nominee for instructions regarding how to change your vote. You may also vote at the Special Meeting if you obtain a “legal proxy” from your bank, broker or other nominee giving you the right to vote your shares at the Special Meeting.

Any adjournment, or postponement of the Special Meeting, including for the purpose of soliciting additional proxies, will allow Innovid’s Stockholders who have already sent in their proxies to revoke them at any time prior to their use at the Special Meeting as adjourned or postponed.

In addition to the Merger Proposal, Innovid’s Stockholders are also being asked to approve the Adjournment Proposal. If a quorum is not present, the chairperson of the Special Meeting or the stockholders entitled to vote at the Special Meeting, present in person or represented by proxy, may adjourn the Special Meeting, from time to time, without notice other than announcement at the meeting, until a quorum is present or represented, subject to the terms of the Merger Agreement. The chairperson may also adjourn the meeting to another place, date or time, even if a quorum is present, subject to the terms of the Merger Agreement. In addition, the Special Meeting could be postponed before it commences, subject to the terms of the Merger Agreement. If the Special Meeting is adjourned or postponed, Innovid’s Stockholders who have already submitted their proxies will be able to revoke them at any time before they are voted at the Special Meeting.

The Innovid Board, after considering various factors described under the section entitled “The Merger—Recommendation of the Innovid Board and Reasons for the Merger” of this proxy statement, unanimously (i) determined that the Merger and the other transactions contemplated by the Merger Agreement are advisable, fair to and in the best interests of Innovid and the Innovid Stockholders; (ii) approved the Merger Agreement and the execution and delivery of the Merger Agreement by Innovid, the performance by Innovid of its covenants and other obligations thereunder, and the consummation of the transactions contemplated by the Merger Agreement upon the terms and subject to the conditions set forth therein; (iii) resolved to submit the Merger

Agreement to the Innovid Stockholders for consideration the Special Meeting; and (iv) subject to its covenants with respect to its recommendation to the Innovid Stockholders, resolved to recommend that the Innovid Stockholders adopt the Merger Agreement at the Special Meeting

Innovid, on behalf of the Innovid Board, is soliciting proxies from Innovid’s Stockholders for the Special Meeting. Under applicable SEC rules and regulations, the members of the Innovid Board are “participants” with respect to the solicitation of proxies in connection with the Special Meeting.

The expense of soliciting proxies will be borne by Innovid. Innovid has retained Sodali & Co., a professional proxy solicitation firm, to assist in the solicitation of proxies, and provide related advice and informational support during the solicitation process, for a fee of up to $35,000. Innovid will indemnify this firm against losses arising out of its provisions of these services on its behalf. In addition, Innovid may reimburse banks, brokers and other nominees representing beneficial owners of shares of Innovid Common Stock for their expenses in forwarding soliciting materials to such beneficial owners. Proxies may also be solicited by Innovid’s directors, officers and employees, personally or by telephone, email, fax or over the internet. No additional compensation will be paid for such services.

Innovid currently expects to complete the Merger by the second quarter of 2025. However, the exact timing of completion of the Merger, if at all, cannot be predicted because the Merger is subject to the closing conditions specified in the Merger Agreement, many of which are outside of Innovid’s control.

If the Merger is consummated, holders of record or beneficial owners of Innovid Common Stock who (1) do not vote in favor of the Merger Proposal (whether by voting against the Merger Proposal, abstaining or otherwise not voting with respect to the Merger Proposal), (2) continuously hold (in the case of holders of record) or continuously own (in the case of beneficial owners) their applicable shares of Innovid Common Stock through the effective date of the Merger, (3) properly demand appraisal of their applicable shares prior to the vote on the Merger Proposal at the Special Meeting, (4) meet certain statutory requirements described in this proxy statement, and (5) do not withdraw their demands or otherwise lose their rights to appraisal will be entitled to seek appraisal of their shares in connection with the Merger under Section 262 of the DGCL if certain conditions set forth in Section 262(g) of the DGCL are satisfied. The requirements under Section 262 of the DGCL for perfecting and exercising appraisal rights are described in further detail in Annex B, which description is qualified in its entirety by Section 262 of the DGCL, the relevant section of the DGCL regarding appraisal rights, a copy of which may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262.

Holders of record and beneficial owners of Innovid Common Stock who are entitled to have their shares appraised by the Delaware Court of Chancery may receive payment in cash of the “fair value” of their shares of Innovid Common Stock, exclusive of any elements of value arising from the accomplishment or expectation of the Merger, together with interest, if any, to be paid on the amount determined by the Delaware Court of Chancery to be fair value. Unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown, interest from the effective date of the Merger through the date of payment of the judgment shall be compounded quarterly and shall accrue at a rate of five percent over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the Merger and the date of payment of the judgment. At any time before the entry of judgment in the proceeding, the Surviving Corporation may make a voluntary cash payment to persons entitled to appraisal, in which case interest will accrue thereafter only upon the sum of (1) the difference, if any, between the amount so paid and the fair value of the shares as determined by the Delaware Court of Chancery, and (2) interest theretofore accrued, unless paid at that time. The Surviving Corporation is under no obligation to make such voluntary cash payment prior to such entry of judgment. If you fail to properly demand appraisal or waive your appraisal rights, you will receive the Merger consideration provided for in the Merger Agreement. Due to the complexity of the appraisal process, any persons who wish to seek appraisal of their shares are encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights. Persons considering

seeking appraisal should be aware that the fair value of their shares as determined pursuant to Section 262 of the DGCL could be more than, the same as or less than the value of the consideration that they would receive pursuant to the Merger Agreement if they did not seek appraisal of their shares. For more information, see Annex B.

To exercise appraisal rights, a holder of record or a beneficial owner of Innovid Common Stock must (1) submit a written demand for appraisal of such holder’s or beneficial owner’s shares of Innovid Common Stock to Innovid before the vote is taken on the Merger Proposal at the Special Meeting, (2) not vote, in person or by proxy, in favor of the Merger Proposal (whether by voting against the Merger Proposal, abstaining or otherwise not voting with respect to the Merger Proposal), (3) continuously hold (in the case of holders of record) or continuously own (in the case of beneficial owners) the subject shares of Innovid Common Stock through the effective date of the Merger, (4) strictly comply with all other procedures for exercising appraisal rights under the DGCL, and (5) not withdraw the appraisal demand or otherwise lose his, her or its rights to appraisal. If you are a beneficial owner of shares of Innovid Common Stock and you wish to exercise appraisal rights in such capacity, in addition to the foregoing requirements, your demand for appraisal must also (1) reasonably identify the holder of record of the shares of Innovid Common Stock for which the demand is made, (2) be accompanied by documentary evidence of your beneficial ownership of stock and a statement that such documentary evidence is a true and correct copy of what it purports to be, and (3) provide an address at which you consent to receive notices given by the Surviving Corporation hereunder and to be set forth on the verified list required by Section 262(f) of DGCL. The failure to follow exactly the procedures specified under the DGCL may result in the loss of appraisal rights. The requirements under Section 262 of the DGCL for perfecting and exercising appraisal rights are described in further detail in Annex B, which description is qualified in its entirety by Section 262 of the DGCL, the relevant section of the DGCL regarding appraisal rights, a copy of which may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262.

At this time, Innovid knows of no other matters to be voted on at the Special Meeting. If any other matters properly come before the Special Meeting and you deliver a proxy to Innovid, your shares of Innovid Common Stock will be voted in accordance with the discretion of the appointed proxy holders, with full power of substitution and re-substitution.

This proxy statement is available on the “Investor Relations” section of Innovid’s website located at https://investors.Innovid.com/home/default.aspx.

Innovid has adopted a procedure approved by the SEC called “householding.” Under this procedure, stockholders who have the same address will receive only one copy of the proxy materials unless one or more of these stockholders notifies Innovid that they wish to continue receiving individual copies. This procedure reduces printing costs, postage fees and the use of natural resources. If you wish to receive a separate set of Innovid’s proxy materials, please contact Broadridge Financial Solutions, Inc. at 1-866-540-7095 or in writing at Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York 11717.

If you are currently a stockholder sharing an address with another stockholder and wish to receive only one copy of future proxy materials for your household, please contact Innovid at the above address or email.

If you have any questions concerning the Merger, the Special Meeting or this proxy statement, would like additional copies of this proxy statement or need help submitting your proxy or voting your shares of Innovid Common Stock, please contact Innovid’s proxy solicitor at:

Sodali & Co

333 Ludlow Street

5th Floor, South Tower

Stamford, CT 06902

Telephone: (800) 662-5200

(banks and brokers can call collect at (203) 658-9400)

Email: CTV@info.sodali.com

This proxy statement contains forward-looking statements. These forward-looking statements include, without limitation, statements relating to the Merger. These statements are based on the beliefs and assumptions of Innovid’s management. Although Innovid believes that its plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, it cannot assure you that it will achieve or realize these plans, intentions or expectations. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this proxy statement, words such as “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “strive,” “target,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Should one or more of a number of known and unknown risks and uncertainties materialize, or should any of our assumptions prove incorrect, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include, but are not limited to:

These risks, as well as other risks associated with the Merger, are considered representative, no such list should be considered a complete statement of all potential risks and uncertainties. These forward-looking statements are based on information available as of the date of this proxy statement and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update

forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. You should not place undue reliance on these forward-looking statements.

You should read this proxy statement and the documents that we reference and have filed as exhibits to this proxy statement with the understanding that our actual future results, performance and achievements may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements. These forward-looking statements speak only as of the date of this proxy statement. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained in this proxy statement, whether as a result of any new information, future events or otherwise. Innovid’s Stockholders are advised to consult any future disclosures that Innovid makes on related subjects as may be detailed in its other filings made from time to time with the SEC.

The Innovid Common Stock has been traded on the NYSE under the symbol “CTV” since December 1, 2021. Prior to that time, there was no public market for our shares. The table below sets forth, for the periods indicated, the range of high and low closing prices per share of Innovid Common Stock as reported by the NYSE.

As of the Record Date, there were [•] shares of Innovid Common Stock outstanding, held by approximately [•] stockholders of record.

On November 20, 2024, the last trading day prior to the public announcement of the execution of the Merger Agreement, the closing price of Innovid Common Stock on the NYSE was $1.62 per share. On [•], 2025, the latest practicable trading day before the printing of this proxy statement, the closing price of Innovid Common Stock on the NYSE was $[•] per share. You are encouraged to obtain current market quotations for Innovid Common Stock.

The Innovid Common Stock is currently registered under the Exchange Act. If the Merger is consummated, the Company will cease to be a publicly traded company and will become a wholly owned subsidiary of Parent, and the Innovid Common Stock will be delisted from the NYSE and deregistered under the Exchange Act.

If the Requisite Stockholder Approval is obtained and all other conditions to closing of the Merger are satisfied or waived, upon the terms and subject to the conditions of the Merger Agreement, and in accordance with the DGCL, at the Effective Time, (1) Merger Sub will merge with and into Innovid, (2) the separate existence of Merger Sub will cease, and (3) Innovid will continue as the Surviving Corporation in the Merger and a wholly owned subsidiary of Parent. As a result of the Merger, Innovid will cease to be a publicly traded company, Innovid Common Stock and Innovid Public Warrants will be delisted from the NYSE and deregistered under the Exchange Act and Innovid will no longer file periodic reports with the SEC. If the Merger is completed, you will not own any shares of capital stock of the Surviving Corporation.

The Effective Time will occur upon the filing of the Certificate of Merger with, and acceptance of record by, the Secretary of State of the State of Delaware (or such other time as may be agreed in writing by Parent and Innovid and specified in the Certificate of Merger).

Following the Merger, all of the equity interests in the Surviving Corporation will be owned by Parent. If the Merger is completed, Parent (and the Rollover Stockholder indirectly through their indirect equity interests in Parent) will be the sole beneficiaries of Innovid’s future earnings and growth, if any, and will be entitled to vote on corporate matters affecting Innovid following the Merger. Similarly, Parent (and the Rollover Stockholder indirectly) will also bear the risks of ongoing operations, including the risks of any decrease in Innovid’s value after the merger.

In connection with the Merger, certain members of Innovid’s management will receive benefits and be subject to obligations that are different from, or in addition to, the benefits and obligations of Innovid’s Stockholders generally, as described in more detail under “—Interests of Executive Officers and Directors of Innovid in the Merger.”

If the Merger Agreement is not adopted as a result of the failure to obtain the Requisite Stockholder Approval, or if the Merger is not completed for any other reason, Innovid’s Stockholders will not receive any payment for their shares of Innovid Common Stock in connection with the Merger. Instead, (1) Innovid will remain an independent public company, (2) Innovid Common Stock and Innovid Public Warrants will continue to be listed and traded on the NYSE and registered under the Exchange Act, and (3) Innovid will continue to file periodic reports with the SEC. In addition, if the Merger is not completed, Innovid expects that: (x) our management will continue to operate the business as it is currently being operated, and (y) Innovid’s Stockholders will continue to be subject to the same risks and opportunities to which they are currently subject, including risks related to the highly competitive industry in which Innovid operates and adverse economic conditions.

Furthermore, if the Merger is not completed, and depending on the circumstances that cause the Merger not to be completed, the price of Innovid Common Stock may decline significantly. If that were to occur, it is uncertain when, if ever, the price of Innovid Common Stock would return to the price at which Innovid Common Stock trades as of the date of this proxy statement. Accordingly, there can be no assurance as to the effect of the Merger not being completed on the future value of your shares of Innovid Common Stock. If the Merger is not completed, the Innovid Board will continue to evaluate and review, among other things, Innovid’s business, operations, strategic direction and capitalization, and will make whatever changes it deems appropriate. If the Merger Agreement is not adopted as a result of the failure to obtain the Requisite Stockholder Approval, or if the Merger is not completed for any other reason, Innovid’s business, prospects or results of operation may be adversely impacted.

In addition, in specified circumstances in which the Merger Agreement is terminated, Innovid has agreed to pay Parent a termination fee of $17,000,000 as more fully described in “The Merger Agreement—Termination of the Merger Agreement” and “The Merger Agreement—Company Termination Fee.”

At the Effective Time, each share of Innovid Common Stock outstanding as of immediately prior to the Effective Time (other than the Owned Innovid Shares or the Dissenting Shares, as applicable) will be cancelled and extinguished and automatically converted into the right to receive the Per Share Price of $3.15 per share in cash, without interest thereon (or in the case of a lost, stolen or destroyed certificate, upon delivery of an affidavit (and bond, if required) in accordance with the Merger Agreement).

At the Effective Time, each Owned Innovid Share will automatically be cancelled and extinguished without any conversion thereof or consideration paid therefor. The Rollover Shares are not entitled to receive the Per Share Price and will, immediately prior to the Closing, be contributed to TopCo pursuant to the terms of the Contribution and Exchange Agreement and will be treated as Owned Innovid Shares.

After the Merger is completed, holders of Innovid Common Stock will have the right to receive the Per Share Price, but such Innovid Stockholders will no longer have any rights as a stockholder of Innovid (except that record holders and beneficial owners of Innovid Common Stock who properly exercise their appraisal rights may have the right to receive payment for the “fair value” of their shares determined pursuant to an appraisal proceeding, as contemplated by the DGCL). For more information, please see Annex B.

The Merger Agreement provides for the following treatment of Innovid Options at the Effective Time:

Each outstanding Innovid Option, whether vested or unvested as of the Effective Time, whose exercise price is less than the Per Share Price, will fully vest, be cancelled and convert into the right to receive a lump sum cash payment, without interest, equal to the product of the excess of the Per Share Price over the applicable exercise price per share of Innovid Common Stock subject to such Innovid Option multiplied by the number of shares of Innovid Common Stock subject to such Innovid Option. This amount (less any required withholding and other taxes) will be paid to the applicable holder no later than the first regularly scheduled payroll date that is at least three business days following the Closing Date. Any outstanding Innovid Option whose exercise price is equal to or greater than the Per Share Price will be cancelled without payment.

The Merger Agreement provides for the following treatment of Innovid RSUs at the Effective Time:

The Merger Agreement provides that the Innovid ESPP will be terminated and no shares of Innovid Common Stock will be issued or become issuable thereunder.

The Merger Agreement provides for the following treatment of Innovid Warrants at the Effective Time:

Each outstanding Innovid Warrant will, in accordance with its terms under the Warrant Agreement, automatically and without any required action on the part of the holder thereof, cease to represent an Innovid Warrant in respect of Innovid Common Stock and shall become an Innovid Warrant exercisable for the Per Share Price. If a holder properly exercises an Innovid Warrant within thirty (30) days following the public disclosure of the consummation of the Merger pursuant to a Current Report on Form 8-K filed with the SEC, the Warrant Price (as defined in the Warrant Agreement) with respect to such exercise shall be reduced by an amount (in dollars and in no event less than zero) equal to the difference between (a) the Warrant Price in effect prior to such reduction and (b) (i) the Per Share Price minus (ii) the Black-Scholes Warrant Value (as defined in the Warrant Agreement).

The following chronology summarizes the key meetings and events that led to the signing of the Merger Agreement. This chronology does not purport to catalogue every conversation of or among the members of the Innovid Board, Innovid’s management, Innovid’s advisors and representatives, or other parties and their respective affiliates, advisors or representatives.

Following Innovid’s de-SPAC merger in November 2021, the Innovid Board and management team, with the assistance of financial and legal advisors, regularly considered and assessed Innovid’s business and operations, competitive position, performance, prospects, industry and stock market dynamics, customer landscape, long-term goals and strategic direction. These reviews included, among other matters, potential opportunities for acquisitions, business combinations and other strategic alternatives for Innovid, including the continued execution of Innovid’s strategy as an independent public company.

On April 11, 2023, the closing price of Innovid Common Stock fell below $1 for the first time, closing at $0.92 per share.

On May 4, 2023, the Innovid Board held a regularly scheduled quarterly meeting, with members of Innovid’s management and representatives of Evercore Group L.L.C. (“Evercore”) in attendance. During the meeting, Evercore reviewed the results of the preliminary financial analysis it had been asked to conduct by Innovid (the “May 2023 Financial Analysis”) and discussed the potential for shareholder activism and possible responses thereto. The Innovid Board then discussed Innovid’s ability to comply with NYSE listing standards given the recent closing prices of Innovid Common Stock.

Later in May 2023, Mr. Ben Kartzman, then Chief Operating Officer of Parent, expressed to Mr. Tal Chalozin, then Chief Technology Officer of Innovid, that Parent was interested in exploring potential business development opportunities with Innovid while both were attending an industry event hosted by Needham & Company. Although Parent and Innovid discussed arranging a meeting with Mr. Kartzman, Mr. Chalozin, Mr. Zvika Netter, Chief Executive Officer of Innovid and Mr. William Wise, Chief Executive Officer of Parent, to further explore this possibility, a meeting did not take place at that time.

On June 8, 2023, Messrs. Wise, Kartzman, Netter, Chalozin and Mr. Guy Kuperman, Innovid’s Chief Strategy Officer held an introductory call, during which the parties discussed the possibility of exploring potential business development opportunities between Innovid and Parent.

On June 21, 2023, Messrs. Kartzman and Netter met while both were attending an industry event in Cannes, France. Mr. Kartzman provided Mr. Netter with additional information regarding Parent’s core business activities and discussed Parent’s vision for potential business development opportunities between Innovid and Parent.

On August 9, 2023, the Innovid Board held a regularly scheduled quarterly meeting, with members of Innovid’s management and representatives of Latham in attendance. During the meeting, Latham reviewed the state of shareholder activism, potential actions Innovid could take if it received an unsolicited acquisition proposal or faced shareholder activism and the Innovid Board’s fiduciary duties under Delaware law in such situations.

Later that day, Mr. Wise emailed Mr. Netter, without solicitation or knowledge of the Innovid Board meeting earlier that day, and asked to continue their discussions from earlier that year regarding business development opportunities. Mr. Netter confirmed he was available to connect later in August and a call was scheduled for August 17, 2023.

On August 17, 2023, Messrs. Netter and Wise held an informal call, during which Mr. Wise expressed to Mr. Netter that Parent was interested in exploring a potential strategic transaction between Parent and Innovid but did not provide any specific terms or timeline for this potential transaction. Mr. Netter informed Mr. Wise on this call that Innovid was not interested in pursuing a strategic transaction with Parent at this time.

On September 18, 2023, Mr. Wise, on behalf of Parent, submitted an unsolicited preliminary non-binding indication of interest to Mr. Netter, on behalf of the Innovid Board (the “September 2023 IOI”), proposing to acquire all the outstanding shares of Innovid Common Stock for $1.70 per share in cash. Parent requested that Innovid respond by September 25, 2023. On September 18, 2023, the closing price of Innovid Common Stock was $1.21 per share.

Mr. Netter informed the other members of the Innovid Board in individual discussions on September 18 and 19, 2023 that Innovid had received the September 2023 IOI and subsequently shared the September 2023 IOI with the Innovid Board.

On September 20, 2023, the Innovid Board met to discuss the September 2023 IOI, with members of Innovid’s management and representatives of Latham in attendance. During the meeting, the Innovid Board compared the price per share proposed in the September 2023 IOI to the results of the May 2023 Financial Analysis and reviewed Innovid’s recent financial performance and future prospects in light of recent improvements to general business dynamics and Innovid’s industry. Latham then reviewed the Innovid Board’s fiduciary duties under Delaware law. Following such discussion, the Innovid Board determined that it would reject the September 2023 IOI, as Innovid was not interested in pursuing a potential strategic transaction with Parent and, in any event, the price per share offered in the September 2023 IOI was insufficient. The Innovid Board instructed Mr. Netter to inform Mr. Wise that Innovid was not interested in pursuing a strategic transaction with Parent.

On September 22, 2023, Mr. Wise contacted Mr. Netter to discuss the September 2023 IOI. Wise and Netter then discussed the business rationale for a potential transaction between Parent and Innovid.

On September 28, 2023, Mr. Netter re-iterated to Mr. Wise that Innovid was not interested in pursuing a strategic transaction with Parent.

On October 20, 2023, Mr. Wise, on behalf of Parent, submitted a revised non-binding indication of interest to Mr. Netter, on behalf of Innovid (the “October 2023 IOI”) proposing to acquire all the outstanding shares of Innovid Common Stock for $1.80 per share in cash. Parent requested that Innovid respond by October 26, 2023. On October 20, 2023, the closing price of Innovid Common Stock was $1.08 per share.

On October 25, 2023, Mr. Netter informed Mr. Wise that Innovid would respond to the October 2023 IOI after its next regularly scheduled board meeting. The members of the Innovid Board informally discussed the October 2023 IOI and noted that the price per share proposed in the October 2023 IOI was not meaningfully increased from the September 2023 IOI. Therefore, the members of the Innovid Board each concurred that Mr. Netter would deliver the same message to Mr. Wise as he had with respect to the September 2023 IOI.

On November 13, 2023, Mr. Netter reiterated to Mr. Wise that Innovid was still not interested in pursuing a strategic transaction with Parent.

On November 23, 2023, Mr. Wise called Mr. Netter, without solicitation, and informed Mr. Netter that he would like to introduce Mr. Netter to Mr. Chris Stadler, a managing partner at CVC Capital Partners (“CVC”). Certain funds managed by entities affiliated with CVC indirectly control, and own a majority of the voting power of, Parent.

Mr. Netter informed Mr. Gilad Shany, lead independent director of Innovid, prior to each of the meetings Mr. Netter had with representatives of Parent and CVC from December 2023 to November 2024. Mr. Shany periodically updated the other members of the Innovid Board on these discussions between formal meetings of the Innovid Board.

On December 18, 2023, Mr. Wise introduced Mr. Netter, via email and without solicitation from Mr. Netter, to Mr. Stadler, and encouraged them to connect for an informal introductory call. Mr. Netter agreed to attend this call to learn more about another member of Innovid’s industry.

On December 28, 2023, Messrs. Netter and Stadler held an introductory call, and discussed CVC’s investment thesis behind its acquisition of Parent, Mr. Stadler’s vision for Parent’s business and aspects of Parent’s business strategy. Mr. Netter did not share any information about Innovid and did not express any interest in pursuing a strategic transaction with Parent.

On January 18, 2024, Mr. Wise emailed Mr. Netter and asked to arrange a meeting in Miami the next week, where Mr. Netter had told Mr. Stadler he would be for an Innovid corporate event. Messrs. Netter, Wise and Stadler then met in Miami on January 22, 2024. During this meeting, Messrs. Wise and Stadler shared their thoughts on Parent’s industries and potential commercial opportunities for Parent and noted their high regard for Innovid and its business. Mr. Netter did not share any information about Innovid and did not express any interest in pursuing a strategic transaction with Parent.

On February 6, 2024, Mr. Wise emailed Mr. Netter again and asked to set up a meeting, with Mr. Stadler attending as well. Mr. Netter agreed to attend this meeting to learn more about another member of Innovid’s industry. Messrs. Netter, Wise and Stadler then met for dinner in New York on February 19, 2024, and again Messrs. Wise and Stadler shared their thoughts on Parent’s industries and potential commercial opportunities for Parent. Mr. Netter did not express any interest in pursuing a potential strategic transaction in which Innovid would be acquired by Parent but did note that Innovid may be interested in acquiring Flashtalking, a division of Parent (“Flashtalking”). Messrs. Wise and Stadler responded that they were not interested in discussing or pursuing such a transaction.

On March 5, 2024, Mr. Wise emailed Mr. Netter, without solicitation, and asked to set up a call with Mr. Ramsey McGrory, Parent’s Chief Development Officer, to discuss Parent’s ad infrastructure business and demonstrate the opportunities that could result from a combination of the Innovid business and Parent’s ad infrastructure business. Mr. Netter agreed to attend this call to learn more about another member of Innovid’s industry.

On March 20, 2024, Messrs. Wise and McGrory conducted a demonstration of Parent’s ad infrastructure product with Mr. Netter and a product consultant engaged by Innovid. Following the product presentation, Messrs. Wise and McGrory discussed Parent’s ad infrastructure business with Mr. Netter and the Innovid consultant. Mr. Netter did not share any information about Innovid and did not express any interest in pursuing a strategic transaction with Parent.

On May 30, 2024, Mr. Wise called Mr. Netter and again expressed interest in pursuing a potential strategic transaction between Parent and Innovid. During the conversation, Mr. Wise suggested that Parent could materially improve its offered price per share from the price per share proposed in the October 2023 IOI. While Mr. Netter did not share any information about Innovid and did not express any interest in pursuing a strategic transaction with Parent, he did agree to meet with Messrs. Wise and Stadler in New York to learn more about Parent’s potential price increase.

On June 5, 2024 and June 6, 2024, Mr. Netter informally met with Mr. Wise and Mr. Stadler, respectively. During these discussions, Mr. Wise and Mr. Stadler each individually outlined their visions for Parent’s business, including scenarios in which Parent would acquire Innovid. Neither Mr. Wise nor Mr. Stadler specified the revised price per share that Parent may offer to acquire Innovid, and the parties did not discuss any other specifics of a potential strategic transaction between Parent and Innovid.

On June 14, 2024, Mr. Wise, on behalf of Parent, submitted an updated unsolicited preliminary non-binding indication of interest to Mr. Netter, on behalf of the Innovid Board (the “June 2024 IOI”), proposing to acquire all the outstanding shares of Innovid Common Stock for $3.00 to $3.50 per share in cash. The June 2024 IOI stated that its price per share, calculated using publicly available information of the number of basic shares outstanding as of April 30, 2024 and other capitalization information as of March 31, 2024, and including lease liabilities and warrants take out value, implied Innovid’s total enterprise value was between $469 million and $553 million. Parent confirmed that it was prepared to move expeditiously and complete its due diligence and negotiate definitive agreements in parallel. Parent requested that Innovid respond by June 25, 2024. On June 14, 2024, the closing price of Innovid Common Stock was $1.89.

Mr. Netter informed the other members of the Innovid Board in individual discussions over the ensuing days that Innovid had received the June 2024 IOI. Innovid’s management subsequently shared the June 2024 IOI with the Innovid Board.

Following receipt of the June 2024 IOI, Messrs. Wise and Netter coordinated by email to meet while both were attending an industry event in Cannes, France later that month. On June 20, 2024, Messrs. Netter and Wise briefly greeted each other at the event, but did not hold their meeting as scheduled and did not discuss the June 2024 IOI or any specific terms of a potential strategic transaction between Parent and Innovid.

On June 24, 2024, the Innovid Board met to discuss, among other matters, the June 2024 IOI, with members of Innovid’s management and representatives of Latham in attendance. During the meeting, the Innovid Board discussed the terms of the June 2024 IOI and considered an illustrative timeline to completing the potential transaction described in the June 2024 IOI, should the Innovid Board decide to engage further. Following such discussion, the Innovid Board determined that the price range set forth in the June 2024 IOI was sufficient for the Innovid Board to further consider the potential transaction and that Innovid should seek to engage a financial advisor to assist with considering and evaluating the June 2024 IOI and potential strategic transactions with other interested counterparties. The Innovid Board then instructed Innovid’s management to consider potential financial advisor candidates and provide the Innovid Board with their recommendation. Latham then again reviewed with the Innovid Board its fiduciary duties under Delaware law.

Later that day, Innovid’s management discussed several potential investment banks to serve as financial advisor to Innovid. Following that discussion, Innovid determined that it would reach out to representatives of Evercore about potentially engaging Evercore as financial advisor due to Evercore’s familiarity with Innovid (including in connection with Innovid’s de-SPAC transaction and the May 2023 Financial Analysis), its reputation as an internationally recognized investment banking firm and its substantial experience in transactions similar to the transaction described in the June 2024 IOI. That afternoon, Messrs. Netter and Kuperman met with representatives of Evercore.

On June 25, 2024, Mr. Netter informed Mr. Wise that the price range set forth in the June 2024 IOI was sufficient for the Innovid Board to further consider the potential transaction and that Innovid would seek to engage a financial advisor to assist with considering and evaluating the June 2024 IOI and potential strategic transactions with other interested counterparties.

On June 26, 2024, representatives of Evercore again met with Innovid’s management to review Innovid’s discussions with Parent. Following this meeting, Innovid’s management asked Evercore to present its initial perspectives on the June 2024 IOI, as well as other potential strategic transactions, to the Innovid Board at its next meeting.

On June 28, 2024, the Innovid Board met, with members of Innovid’s management and representatives of Latham in attendance. During the meeting, Innovid’s management updated the Innovid Board on activity since the June 24 meeting and recommended engaging Evercore as financial advisor in connection with the June 2024 IOI and potential strategic transactions with other counterparties due to, among other reasons, Evercore’s familiarity with Innovid (including in connection with Innovid’s de-SPAC transaction and the May 2023 Financial Analysis), its reputation as an internationally recognized investment banking firm and its substantial experience in transactions similar to the transaction described in the June 2024 IOI. The Innovid Board then discussed the proposed terms of engagement with Evercore. Following such discussions, the Innovid Board determined there was no need to contact additional potential financial advisor candidates and unanimously approved the engagement of Evercore.

Representatives of Evercore then joined the meeting and presented various considerations relating to the transactions described in the June 2024 IOI and potential strategic transactions with other counterparties, including a general overview of the process for completing a strategic transaction, key workstreams and next steps, and an illustrative list of potential acquirors of Innovid. Following this presentation, the Innovid Board authorized (i) Innovid’s management to confer with Evercore and determine the strategic approach to communicating to Parent that the price range set forth in the June 2024 was sufficient to continue to further consider the potential transaction, and that Innovid was hiring Evercore to act as financial advisor in connection with the potential transaction and consider other potential strategic transactions, and (ii) Evercore to conduct an introductory call with Parent’s financial advisor to deliver such response and discuss the June 2024 IOI.

On July 3, 2024, representatives of Evercore and Deutsche Bank Securities Inc. (“Deutsche Bank”), Parent’s financial advisor, discussed the potential strategic transaction between Parent and Innovid. Their conversation covered the terms of the June 2024 IOI, as well as Parent’s anticipated due diligence requirements, financing, and anticipated timeline to executing definitive documents.

On July 11, 2024, Innovid’s management provided the 10-Year Projections (as defined and described in the section of this proxy statement captioned “The Merger—Certain Financial Forecasts” to Evercore).

Between July 11, 2024, and September 27, 2024, members of Innovid’s management met with Mr. Shany and another Innovid director, Mr. Brian Hughes, several times each week to update Mr. Shany and Mr. Hughes, on behalf of the Innovid Board, on the status of Innovid’s discussions with Parent and other potential acquirors.

On July 12, 2024, the Innovid Board met, with members of Innovid’s management and representatives of Evercore and Latham in attendance. During the meeting, Innovid’s management updated the Innovid Board on Evercore’s discussions with Deutsche Bank on July 3, 2024, and that management had provided the 10-Year Projections for purposes of Evercore’s preliminary financial analysis. Innovid’s management noted that management, Mr. Shany and Mr. Hughes had held a status update call the day before to discuss the status of the potential transaction, and the Innovid Board instructed Mr. Shany and Mr. Hughes to continue to periodically meet with members of Innovid’s management to keep informed of the progress of the sale process and discussions with Parent and Deutsche Bank. Innovid’s management also summarized an illustrative timeline for the potential transaction between Innovid and Parent. Representatives of Evercore then (i) reviewed Evercore’s preliminary financial analysis of Innovid based on the 10-Year Projections, (ii) provided an overview of the financial terms of the June 2024 IOI, and (iii) discussed an illustrative list of other potential acquirors of Innovid. The Innovid Board and Evercore then discussed Evercore’s preliminary financial analysis, potential responses to the June 2024 IOI and the process for conducting outreach to other potential acquirors. Following such discussions, the Innovid Board determined that Evercore should convey to Deutsche Bank that a price range, as identified in the June 2024 IOI, was not sufficient for Innovid to pursue the transaction described in the June 2024 IOI and proceed with definitive agreements regarding the potential transaction, but that Innovid was willing to furnish commercial due diligence materials and conduct an initial management presentation to facilitate a revised price range, if Parent was willing to execute a confidentiality agreement. The Innovid Board further determined that Evercore should engage in preliminary outreach with a select group of the

potential acquirors identified by Evercore, as recommended to the Innovid Board by Innovid’s management and Evercore based on their respective experience in and knowledge of the industries in which Innovid operates. The Innovid Board further (i) authorized Evercore to provide the form confidentiality agreement (as prepared by Latham and reviewed by Innovid’s management prior to the meeting) to Parent and any other interested potential acquirors that Evercore contacted during the outreach process and, following the execution of a confidentiality agreement with each such party, and (ii) authorized Innovid’s management and Evercore to provide diligence materials, including confidential information, to such parties and their respective representatives and conduct initial management presentations.

Later that day, representatives of Evercore communicated to Deutsche Bank that Parent would need to raise its proposed price per share in order for Innovid to execute definitive documentation for the transactions described in the June 2024 IOI. Evercore proposed that Parent execute a confidentiality agreement with Innovid to access confidential due diligence information requested in the June 2024 IOI. Evercore noted that this information would showcase potential growth opportunities in Innovid’s business stemming from new products, which Innovid believed were not reflected in the then-current price of Innovid Common Stock. After Deutsche Bank confirmed Parent’s interest in entering into a confidentiality agreement, representatives of Evercore provided the form confidentiality agreement that same day.

On July 14, 2024, representatives of Evercore and members of Innovid’s management discussed (i) the likelihood that any of the potential acquirors identified by Evercore at the July 12 Innovid Board meeting would have the interest, motivation and resources to execute definitive documents providing for a potential strategic transaction at a sufficient price per share and (ii) the potential risks that additional outreach may have with respect to confidentiality and Innovid’s existing discussions with Parent (and the effect thereof on Innovid). The representatives of Evercore and members of Innovid’s management then discussed the outreach strategy for two additional potential strategic acquirers of Innovid (“Party A” and “Party B”).

On July 15, 2024, representatives of Evercore contacted representatives of the financial sponsor which controlled Party A (“Party A Sponsor”) and a representative of Party B.

Later that day, representatives of Evercore and representatives of Party A Sponsor discussed the potential transaction. After Party A Sponsor confirmed Party A’s interest in entering into a confidentiality agreement, representatives of Evercore provided the form confidentiality agreement that same day.

On July 16, 2024, representatives of Evercore and a representative of Party B discussed a potential transaction between Party B and Innovid.

On July 18, 2024, Evercore met with members of Innovid’s management to review the management presentation that Innovid planned to deliver to Parent, Party A and Party B.

On July 19, 2024, Innovid entered into a customary confidentiality agreement, including standstill restrictions that are no longer in effect, with Party A to facilitate Party A’s due diligence investigation of Innovid.

On July 23, 2024, Innovid delivered a management presentation to representatives of Party A, which included the Bidder Projections (as defined and described in the section of this proxy statement captioned “The Merger—Certain Financial Forecasts”).

On July 23, 2024, Innovid and Parent entered into a customary confidentiality agreement to facilitate Parent’s due diligence investigation of Innovid. Later that day, Innovid granted Parent and its representatives’ access to the virtual data room containing confidential information of Innovid (the “Data Room”).

On July 24, 2024, representatives of Evercore and Party B again discussed a potential transaction between Party B and Innovid. During this discussion, representatives of Evercore informed the representatives of Party B that Innovid had received another offer for a potential strategic transaction.

On July 25, 2024, Innovid granted Party A and its representatives’ access to the Data Room.

On July 29, 2024, representatives of Party B contacted Evercore, further expressing its interest in exploring a potential strategic transaction with Innovid and conducting a related due diligence investigation. Representatives of Evercore provided the form confidentiality agreement to Party B that same day.

On July 30, 2024, representatives of Evercore and Deutsche Bank discussed the status of Parent’s due diligence investigation of Parent. Deutsche Bank also informed Evercore that Parent was preparing a revised indication of interest and desired to enter into a short period of exclusive negotiations with Innovid.

On July 31, 2024, Messrs. Netter and Stadler held an informal meeting in New York and discussed the business rationale for a potential combination of Innovid and Flashtalking.

On the same day, at the direction of the Innovid Board, Evercore conducted a financial model due diligence call with representatives and advisors of Parent.

On August 1, 2024, the Innovid Board held a regularly scheduled quarterly meeting, with members of Innovid’s management in attendance. During the meeting, members of Innovid’s management updated the Innovid Board on the due diligence investigations being conducted by Parent, Party A and Party B. The Innovid Board also discussed potential synergies related to a transaction with each prospective counterparty and the anticipated timeline for the remainder of Innovid’s sale process.

Throughout August, Innovid and its management (i) conducted a series of due diligence sessions with Parent, Party A, Party B (following its execution of a customary confidentiality agreement on August 7, 2024) and their respective representatives and advisors and (ii) responded to the due diligence requests of Parent, Party A and Party B, respectively. Each of Parent, Party A and Party B received substantially similar due diligence materials during this period, including the Bidder Projections. Representatives of Evercore also participated in a series of status update calls with Parent, Deutsche Bank, Party A, and Party B during the month of August.

On August 5, 2024, Innovid and Evercore executed an engagement letter.

On August 7, 2024, Innovid entered into a customary confidentiality agreement, which did not contain standstill restrictions, with Party B to facilitate Party B’s due diligence investigation of Innovid. Later that day, Innovid (i) granted Party B and its representatives access to the Data Room and (ii) conducted a management presentation with representatives of Party B.

On August 9, 2024, Innovid and Parent entered into a “clean team” agreement to facilitate Parent’s due diligence investigation of certain competitively sensitive information of Innovid’s business.

At the suggestion of Mr. Netter, between August 12, 2024 and October 28, 2024, Messrs. Netter, Wise and Stadler held a series of videoconferences, typically on Mondays and Thursdays, to discuss the status of the potential transaction between Innovid and Parent. These meetings also covered key workstreams, including updates on Parent’s due diligence investigation.

On August 12, 2024, Messrs. Netter, Wise and Stadler discussed the timeline for Parent’s due diligence investigation and the anticipated timing for Parent to submit an updated indication of interest.

On August 19, 2024, representatives of Evercore and Party A discussed Innovid’s customer retention metrics. After August 19, 2024, neither Innovid nor any of its representatives or advisors had any discussions with Party A until September 25, 2024.

On August 26, 2024, representatives of each of Evercore and Party B held a status update call, during which representatives of Party B stated it would provide further details by Friday, August 30, 2024, concerning the expected timing for submitting an indication of interest.

On August 27, 2024, and August 28, 2024, Mr. Netter held additional status update calls with Party B, with additional members of Innovid’s management present.

On August 29, 2024, Messrs. Wise and Stadler previewed the price of Parent’s revised indication of interest with Mr. Netter on their regular status update call. Messrs. Wise and Stadler confirmed Parent intended to submit the revised indication of interest later that day.

Later that day, Parent submitted a revised non-binding indication of interest to Innovid (the “August 2024 IOI”), which was subsequently shared with the Innovid Board, proposing to acquire all the outstanding shares of Innovid Common Stock for $3.11 per share in cash. The August 2024 IOI stated that its price per share, calculated using publicly available information of the number of basic shares outstanding as of July 30, 2024 and capitalization information as of June 30, 2024 and assuming (i) $30.6 million of cash and cash equivalents, (ii) $11.4 million of lease liabilities and (iii) warrants at their take-out value, implied Innovid’s total enterprise value was $508 million,

which was approximately the mid-point of the equity values implied by the price per share range in the June 2024 IOI. Parent confirmed that it expected to complete its customary due diligence, sign and announce the potential transaction within 30 days, subject to receiving appropriate access to management and required diligence materials (listing six illustrative categories of remaining due diligence), but did not specify how Parent expected to finance the potential transaction. Parent requested that Innovid respond by September 5, 2024, and enter into a 30-day exclusivity period with Parent. On August 29, 2024, the closing price of Innovid Common Stock was $1.81 per share.

On August 30, 2024, representatives of each of Evercore and Party B held a status update call, during which Party B informed Evercore that it aimed to complete its due diligence investigation and deliver a verbal indication of interest prior to September 6, 2024.

On September 1, 2024, the Innovid Board met, with members of Innovid’s management in attendance. During the meeting, Innovid’s management informed the Innovid Board that Innovid’s third and fourth quarter financial results may fall below Innovid’s previously issued market guidance and analyst consensus for Innovid’s third quarter and 2024 fiscal year. Representatives of Evercore and Latham then joined the meeting and representatives of Evercore updated the Innovid Board on the status of a potential transaction between Innovid and each of Parent, Party A and Party B, respectively. It was noted that Party A’s most recent diligence session was on August 13, 2024, and that Party A had not indicated its expected timing for providing an indication of interest to Innovid. Representatives of Evercore then presented an overview of the terms and conditions of the August 2024 IOI, following which the attendees at the meeting discussed, among other items, (i) the price per share, timeline to signing definitive agreements and the closing conditions indicated in the August 2024 IOI and (ii) Parent’s requests that Innovid respond by September 5, 2024 and enter into a 30-day exclusivity period with Parent. Representatives of Evercore further informed the Innovid Board that Party B expected to provide a preliminary price per share for a strategic transaction within approximately one week’s time. Following discussions, the Innovid Board determined to wait to respond to the August 2024 IOI until Party B had provided its preliminary price per share and resolved to re-convene at such time or, if Party B failed to provide its preliminary price per share in a timely manner, at such time as the Innovid Board determined to take further action with respect to a potential strategic transaction. The attendees at the meeting then discussed (a) the advisability of and potential process for engaging in preliminary outreach with the other potential acquirors identified by Evercore (the “Other Potential Acquirors”) and (b) the likelihood that any of the Other Potential Acquirors would have the interest, motivation and resources to execute definitive documents providing for a potential strategic transaction at a sufficient price per share. The Innovid Board then compared such likelihood to the potential risks that additional outreach may have with respect to confidentiality and Innovid’s existing discussions with Parent, Party A and Party B (and the effect thereof on Innovid), and the Innovid Board discussed the significant premium to Innovid’s recent stock price that had been offered by Parent. Following such discussion, the Innovid Board determined that (x) it believed there was a very low likelihood that the Other Potential Acquirors would be willing and able to act quickly to submit a proposal to acquire Innovid and pay a similar or greater premium to acquire Innovid (other than Party B, which had not yet submitted a proposal); (y) in the Innovid Board’s view, the risks of additional outreach, including the risk of a “leak” of the strategic transaction process, outweighed the benefits; and (z) Innovid should not expand its outreach to any of the Other Potential Acquirors at such time. The Innovid Board further resolved to reconsider contacting Other Potential Acquirors at a later date, as necessary or appropriate. Following such resolutions, representatives of Latham further reviewed the key terms and conditions proposed in the August 2024 IOI and the potential timing and process if the Innovid Board decided to move forward with the proposed strategic transaction with Parent. The representatives of Latham noted that Latham had prepared an initial draft of a merger agreement providing for a sale of Innovid, which was under review by Innovid’s management. Finally, the representatives of Latham once again reviewed the Innovid Board’s fiduciary duties under Delaware law.

On September 3, 2024, Mr. Netter and a representative of Party B discussed the status of Party B’s indication of interest.

On September 5, 2024, Deutsche Bank informed Evercore that Parent (without a request from Innovid) had extended the response deadline in the August 2024 IOI to September 9, 2024.

On September 6, 2024, representatives of Party B orally communicated to representatives of Evercore that Party B was willing to offer $2.25 per share in cash (the “Party B Offer”) to acquire all the outstanding shares of Innovid Common Stock. Evercore informed Party B that Innovid had a received an offer with a significantly higher price per share than what Party B proposed. Party B confirmed to Evercore that it could not offer more than $2.25 per share. Evercore subsequently communicated the Party B Offer to members of Innovid’s management, who in turn conveyed the Party B Offer to the Innovid Board.

On September 8, 2024, the Innovid Board met, with members of Innovid’s management and representatives of Evercore and Latham in attendance. During the meeting, representatives of Evercore updated the Innovid Board on the status of a potential transaction between Innovid and Parent, Party A and Party B and summarized the Party B Offer. The Innovid Board (i) discussed, among other items, the price per share indicated in the Party B Offer, the timeline to signing a definitive agreement with Party B and its request that Innovid enter into a 30-day exclusivity period with Party B and (ii) compared the terms of the Party B Offer to the terms of the August 2024 IOI. The representatives of Evercore then reviewed Evercore’s preliminary financial analysis of Innovid and the price per share in the Party B Offer. It was noted that Party A’s most recent diligence session was on August 13, 2024, and that Party A had not indicated its expected timing for providing an indication of interest to Innovid. The attendees at the meeting then discussed various strategic approaches with respect to whether and how to best engage with Parent and Party B moving forward. Following such discussion, the Innovid Board determined to engage in further negotiations with Parent to improve upon the proposed price per share and other terms in the August 2024 IOI. To that end, the Innovid Board authorized Mr. Netter to engage in discussions with representatives of Parent and CVC and instructed Mr. Netter to (a) request that Parent submit a revised indication of interest reflecting its best price per share, (b) emphasize the potential synergistic benefits of a strategic transaction between Parent and Innovid in his discussions with Parent, (c) identify certain comparable non-media, volume-based peer companies to Innovid, (d) re-iterate the valuation guidance previously provided to Parent by Innovid and (e) inform Parent that Innovid had engaged with a select group of potential acquirors, one of which had submitted a formal offer. The Innovid Board further instructed Evercore to engage in further negotiations with Deutsche Bank and provide further valuation guidance, as necessary or appropriate. The Innovid Board then determined to wait to respond to the Party B Offer until Parent had a reasonable opportunity to provide the revised indication of interest that Mr. Netter would request, and the Innovid Board would reconvene after Parent had provided such revised indication of interest or, if Parent failed to provide such revised indication of interest in a timely manner, at such time as the Innovid Board determined to take further action with respect to a potential strategic transaction. The Innovid Board then again discussed and considered the advisability of and potential process for engaging in preliminary outreach with the Other Potential Acquirors and the likelihood that any of the Other Potential Acquirors would have the interest, motivation and resources to execute definitive documents providing for a potential strategic transaction at a sufficient price per share. The Innovid Board then compared such likelihood to the potential risks that additional outreach may have with respect to confidentiality and Innovid’s existing discussions with Parent, Party A and Party B, and the Innovid Board discussed the significant premium to Innovid’s recent stock price that had been offered by Parent. Following such discussion, the Innovid Board again determined that (x) it believed there was a very low likelihood that the Other Potential Acquirors would be willing and able to act quickly to submit a proposal to acquire Innovid and pay a similar or greater premium to acquire Innovid; (y) therefore, in the Innovid Board’s view, the risks of additional outreach, including the risk of a “leak” of the strategic transaction process, outweighed the benefits; and (z) Innovid should not expand its outreach to any of the Other Potential Acquirors at such time. The Innovid Board further resolved to reconsider contacting Other Potential Acquirors at a later date, as necessary or appropriate.

On September 9, 2024, Messrs. Netter, Wise and Stadler held a status update call, during which Mr. Netter informed Messrs. Wise and Stadler that Innovid had received a formal offer from another potential acquiror and requested that Parent submit a revised indication of interest reflecting its best price per share.

On September 9, 2024 and September 10, 2024, representatives of each of Evercore and Deutsche Bank discussed the August 2024 IOI and the revised indication of interest that Mr. Netter had requested on behalf of the Innovid Board. Their discussions included the reasons why the price per share offered in the August 2024 IOI was at the lower end of the range indicated in the June 2024 IOI, despite assuming Innovid’s enterprise value was at the mid-point of the equity values implied by the price per share range in the June 2024 IOI.

Later that day, a representative of Party B emailed a representative of Evercore and inquired as to the status of Innovid’s consideration of the Party B Offer. The Evercore representative responded that the price per share in the Party B Offer was significantly lower than the price per share Innovid had expected.

On September 11, 2024, the Innovid Board met. Following an executive session, members of Innovid’s management and representatives of Evercore and Latham joined the meeting. During the meeting, representatives of Evercore updated the Innovid Board on the status of a potential transaction between Innovid and Parent, Party A and Party B, noting that Parent had submitted the August 2024 IOI, Party B had submitted the Party B Offer and that Party A continued to conduct preliminary due diligence but had not indicated whether it expected to submit a formal proposal for a strategic transaction with Innovid. Representatives of Evercore updated the Innovid Board on the most recent

discussions with Deutsche Bank, including discussions regarding certain follow-up diligence requests relating to Innovid’s outstanding share count and expected financial results for each of the third quarter and 2024 fiscal year. The Innovid Board then discussed the advisability of providing Parent with a counteroffer reflecting Innovid’s view on a proposed price per share. The representatives of Evercore then reviewed Evercore’s preliminary financial analysis of Innovid and the August 2024 IOI. Following such discussion, the Innovid Board authorized Mr. Netter and Evercore to propose to Parent and CVC and Deutsche Bank, respectively, that Parent acquire all the outstanding shares of Innovid Common Stock for $3.50 to $3.55 per share in cash (the “Company Counteroffer”). The attendees at the meeting discussed various strategic approaches to communicating the Company Counteroffer and, following such discussions, the Innovid Board instructed Evercore to request that Parent respond to the Company Counteroffer as soon as reasonably practicable. Representatives of Evercore noted that Party B had requested an update on Innovid’s consideration of the Party B Offer and the Innovid Board discussed the Party B Offer and various responses to Party B. Following such discussions, the Innovid Board determined that it would continue to wait to respond until Parent had a reasonable opportunity to respond to the Company Counteroffer and that, if prompted by Party B, Evercore was authorized to inform Party B that Innovid’s formal response to the Party B Offer was forthcoming. Finally, the Innovid Board again discussed and considered (i) the advisability of and potential process for engaging in preliminary outreach with the Other Potential Acquirors and (ii) the likelihood that any of the Other Potential Acquirors would have the interest, motivation and resources to execute definitive documents providing for a potential strategic transaction at a sufficient price per share. Following such discussions, the Innovid Board made the same determinations with respect to additional outreach as it had made at the September 1 and September 8 meetings.

On September 12, 2024, Evercore presented Deutsche Bank with the Company Counteroffer and requested that Parent provide a revised indication of interest as soon as reasonably practicable.

On September 12, 2024, Messrs. Netter, Wise and Stadler discussed the Company Counteroffer on their regular status update call. Messrs. Wise and Stadler re-explained the rationale for the $3.11 per share price offer in the August 2024 IOI. Messrs. Wise and Stadler also requested an update on Innovid’s expected third quarter financial results.

On September 18, 2024, a representative of Party B emailed Evercore and inquired as to the status of Innovid’s consideration of the Party B Offer. A representative of Evercore responded and requested a call, which was held the next day.

On September 19, 2024, Messrs. Wise and Stadler previewed the material terms, including price and the proposed treatment of Innovid’s unvested restricted stock units, of Parent’s revised indication of interest with Mr. Netter on their regular status update call. Messrs. Wise and Stadler confirmed Parent intended to submit the revised indication of interest later that day.

Later that day, Parent submitted a revised non-binding indication of interest to Innovid (the “September 19 IOI”), which was subsequently shared with the Innovid Board, proposing to acquire all the outstanding shares of Innovid Common Stock for $3.20 per share in cash. Parent requested that Innovid respond by September 26, 2024, and enter into a 30-day exclusivity period with Parent. The September 19 IOI also stated that it was contingent on Innovid’s unvested restricted stock units continuing to time vest following the closing of a potential transaction (and not being accelerated in connection with the closing) and that Parent expected to discuss a “rollover” of shares of Innovid Common Stock by certain existing Innovid stockholders at the appropriate time. Parent’s proposed timing was now delayed approximately three weeks from the timeline set forth in the August 2024 IOI, as the September 19 IOI stated that Parent expected to complete its customary due diligence, sign and announce the potential transaction within 30 days, subject to receiving appropriate access to management and required diligence materials (listing the same six illustrative categories of remaining due diligence), and did not specify how Parent expected to finance the potential transaction. On September 19, 2024, the closing price of Innovid Common Stock was $1.98 per share.

That evening, at the direction of the Innovid Board, representatives of Evercore and Party B held a call, and representatives of Evercore presented Party B with a counteroffer of $3.25 per share in cash (the “Party B Counteroffer”) for all outstanding shares of Innovid Common Stock. Party B indicated to Evercore that it would consider the Party B Counteroffer and provide a response after completing its review.

On September 20, 2024, the Innovid Board met. Following an executive session, members of Innovid’s management and representatives of Evercore and Latham joined the meeting. During the meeting, Evercore reviewed the terms and conditions of the September 19 IOI. The Innovid Board proceeded to discuss, among other items, (i) the price per share, timeline to signing a definitive agreement and closing conditions indicated in the September 19 IOI as

compared to the August 2024 IOI and (ii) Parent’s requests that Innovid respond by September 26, 2024 and enter into a 30 day exclusivity period with Parent. The Innovid Board then discussed (a) Evercore’s preliminary financial analysis of Innovid and the proposed price per share in the September 19 IOI, (b) the proposed treatment of unvested restricted stock units in the September 19 IOI and (c) the September 19 IOI’s reference to a future discussion regarding an equity “rollover” by certain Innovid stockholders. Representatives of Evercore then updated the Innovid Board on its latest discussions with Party B, noting that representatives of Evercore had presented the Party B Counteroffer the previous day and that Party B had confirmed it was considering such counteroffer. The Innovid Board then returned to its consideration of the September 19 IOI and discussed various strategic approaches with respect to whether and how to best engage with Parent moving forward. Following such discussion, the Innovid Board authorized Mr. Netter and Evercore to propose to Parent, CVC and Deutsche Bank, respectively, that Parent acquire all the outstanding shares of Innovid Common Stock for $3.25 per share (the “Revised Company Counteroffer”). In addition, the Innovid Board instructed Mr. Netter and Evercore to inform Parent, CVC and Deutsche Bank, respectively, that Innovid was (w) rejecting the request for exclusivity, (x) declining to discuss any rollover of Innovid Common Stock at this stage, (y) proposing that 50% of Innovid’s unvested restricted stock units would continue to vest after the closing of a potential strategic transaction, and the other 50% would be treated at the Innovid Board’s discretion prior to such closing and (z) emphasizing that speed to signing definitive documents and closing the strategic transaction was important to Innovid. Finally, the Innovid Board again discussed and considered (I) the advisability of and potential process for engaging in preliminary outreach with the Other Potential Acquirors and (II) the likelihood that any of the Other Potential Acquirors would have the interest, motivation and resources to execute definitive documents providing for a potential strategic transaction at a sufficient price per share. Following such discussions, the Innovid Board made the same determinations with respect to additional outreach as it had made at the September 1, September 8 and September 11 meetings.

After the meeting, at the direction of the Innovid Board, representatives of Evercore then informed a representative of Party B that the Innovid Board was unwilling to continue discussions if Party B’s proposed price per share remained at $2.25, as this was significantly lower than the price per share in the other offer that Innovid had received (the September 19 IOI). Party B responded that it could not match the price per share in the Party B Counteroffer and declined to provide a revised proposal. Thereafter, Party B did not engage further with Innovid or its representatives or advisors regarding a potential strategic transaction.

At the direction of Innovid, Evercore revoked access to the Data Room from both Party A and Party B and their respective representatives and advisors on September 23, 2024.

At the direction of the Innovid Board, representatives of Evercore then presented Deutsche Bank with the Revised Company Counteroffer and communicated that Parent’s price per share would need to increase if Parent wanted to continue in Innovid’s strategic review process.

On September 23, 2024, Messrs. Wise and Stadler previewed the material terms, including price, of Parent’s revised indication of interest with Mr. Netter on their regular status update call. Messrs. Wise and Stadler confirmed Parent intended to submit the revised indication of interest later that day.

Later that day, Parent submitted a revised non-binding indication of interest to Innovid (via Deutsche Bank and Evercore) (the “September 23 IOI”), which was subsequently shared with the Innovid Board, proposing to acquire all the outstanding shares of Innovid Common Stock for $3.25 per share in cash. Parent requested that Innovid respond by September 24, 2024 (but did not re-request an exclusivity period). The September 23 IOI also stated that it was contingent on (i) fifty percent of Innovid’s unvested restricted stock units, as of September 23, 2024, vesting either before or upon the closing of the potential transaction and (ii) fifty percent of Innovid’s unvested restricted stock units, as of September 23, 2024, continuing to time vest in a holding company that indirectly owns Parent following the closing of a potential transaction (and not being accelerated in connection with the closing). The September 23 IOI further noted that it was contingent on and assumed that no additional Innovid restricted stock units would be granted after September 23, 2024, and again mentioned that Parent expected to discuss a “rollover” of shares of Innovid Common Stock by certain existing Innovid stockholders at the appropriate time. Parent’s proposed timing continued to be delayed over two weeks from the timeline set forth in the August 2024 IOI, as the September 23 IOI stated that Parent expected to complete its customary due diligence, sign and announce the potential transaction within 21 days, subject to receiving appropriate access to management and required diligence materials (listing the same six illustrative categories of remaining due diligence), and did not specify how Parent expected to finance the potential transaction. On September 23, 2024, the closing price of Innovid Common Stock was $1.74 per share.

Following the meeting, members of Innovid’s management, along with representatives of Evercore and Latham, reviewed the terms and conditions of the September 23 IOI and noted that Parent accepted the price per share proposed in the Revised Company Counteroffer. Following such discussion, Innovid authorized Latham to send the form of merger agreement, which had been discussed with the Innovid Board at the September 1 meeting and updated in consultation with Innovid’s management, to Parent’s legal advisors, White & Case LLP (“White & Case”). Latham subsequently provided the form of merger agreement to White & Case.

Between the receipt of the September 23 IOI and the morning of October 30, 2024, Innovid’s management conducted a series of additional due diligence sessions (both in-person and virtually) with Parent and its representatives and advisors and responded to Parent’s additional due diligence requests. Representatives of Evercore also attended such sessions.

Later that day, Messrs. Netter and Wise discussed how private equity sponsors generally structure management retention programs. During this discussion, Mr. Wise indicated that Parent would require, as a condition to signing definitive agreements, certain members of Innovid’s management team to both execute term sheets providing for the terms of their post-closing employment by Parent and execute rollover agreements to roll a portion of their shares of Innovid Common Stock into an affiliate of Parent.

On September 24, 2024, Mr. Netter introduced Mr. Stadler, via email, to Mr. Michael DiPiano, director of Innovid, who had previously expressed to Mr. Netter an interest in participating in a “rollover” of certain of his shares of Innovid Common Stock. Although Mr. Stadler and Mr. DiPiano discussed arranging a call, no such call ever occurred.

On September 25, 2024, Evercore submitted a customary relationship disclosure letter to Innovid’s management. After reviewing the letter with Latham, Innovid’s management subsequently provided this letter to the Innovid Board. Based on review of this letter (and the updated versions provided in October and November), the Innovid Board concluded that there were no conflicts of interest that would impede Evercore’s ability to serve as Innovid’s financial advisor.

On the same day, Mr. Wise introduced Mr. Netter, via email and without solicitation from Mr. Netter, to Mr. Grant Parker, President of Flashtalking, and encouraged them to connect for an informal introductory call. On September 30, 2024, Messrs. Netter and Parker held an informal introductory call, but did not discuss any specifics of a potential strategic transaction between Parent and Innovid.

Later that afternoon, Innovid’s management conducted an in-person diligence session with Evercore, Parent, CVC and Deutsche Bank in New York, with certain persons joining by videoconference.

Later that evening, at the direction of Innovid, representatives of Evercore emailed Party A to inquire about the status of Party A’s interest in a potential strategic transaction with Innovid. Party A replied by email and stated it was not interested in continuing to participate in the strategic transaction process and, subsequently, Party A did not engage further with Innovid or its representatives or advisors regarding a potential strategic transaction.

On September 26, 2024, the Innovid Board met, with members of Innovid’s management and representatives of Evercore and Latham in attendance. During the meeting, representatives of Evercore informed the Innovid Board that Party A had declined to provide a proposal to acquire Innovid and Party B declined to improve the terms of the Party B Offer and informed Evercore that it did not intend to continue to participate in the strategic transaction process, stating that it could not justify paying higher than $2.25 per share to acquire Innovid. It was noted that the September 23 IOI remained the only outstanding proposal for a strategic transaction with Innovid. Representatives of Evercore then reviewed the September 23 IOI and the attendees of the meeting discussed, among other items, the price per share, timeline to signing a definitive agreement and closing conditions indicated in the September 23 IOI as compared to the August 2024 IOI, the September 19 IOI and the Revised Company Counteroffer. The representatives of Latham informed the Innovid Board that Latham had, at the instruction of Innovid’s management, provided an initial draft of a form of merger agreement to White & Case on September 23, 2024. The attendees at the meeting then discussed (i) the contingencies surrounding Parent’s proposed price per share, (ii) the proposed treatment of unvested restricted stock units in the September 23 IOI (and, among other matters, how that treatment differed from the September 19 IOI and the Revised Company Counteroffer), (iii) the September 23 IOI’s reference to a future discussion regarding an equity “rollover” of shares of Innovid Common Stock by certain existing Innovid stockholders and (iv) the fact that CVC had indicated CVC and Parent would require, as a condition to signing definitive agreements, certain members of Innovid’s management to both execute term sheets providing for the terms of their post-closing employment by Parent and execute rollover agreements to roll a portion of their shares of

Innovid Common Stock into an affiliate of Parent (the “Management Signing Conditions”). It was noted that Parent no longer requested to enter into an exclusivity period with the Innovid prior to signing definitive agreements providing for a strategic transaction. Following such discussion, representatives of Evercore and Latham then referred the Innovid Board to the illustrative timeline for a potential strategic transaction with Parent, and summarized the potential timeline to announcing and then closing a strategic transaction.

The Innovid Board again discussed and considered (i) the advisability of and potential process for engaging in preliminary outreach with the Other Potential Acquirors and (ii) the likelihood that any of the Other Potential Acquirors would have the interest, motivation and resources to execute definitive documents providing for a potential strategic transaction at a sufficient price per share. Following such discussions, the Innovid Board made the same determinations with respect to additional outreach as it had made at the September 1, September 8, September 11 and September 20 meetings.

The Innovid Board then discussed the Management Signing Conditions and the representatives of Latham discussed the potential process for any discussions with management regarding the management employment term sheets and an equity rollover and the timing of the Innovid Board’s authorization of such discussions. Following such discussion, the Innovid Board determined that it would not authorize employment term sheet discussions at this time, but would reconsider following receipt of a revised draft of the merger agreement from Parent.

The representatives of Evercore then left the meeting and the representatives of Latham reviewed the Innovid Board’s fiduciary duties under Delaware law, the related standards of review of the Innovid Board’s actions in certain circumstances, including a sale of Innovid for cash, certain protections for directors provided by Delaware law and insurance and other considerations for directors with respect to a sale process. The representatives of Latham and members of Innovid’s management then led a discussion of the conflicts letter provided by Evercore to Innovid on September 25, 2024. The representatives of Latham summarized the disclosures made in the letter and noted that Evercore would provide an updated draft of the letter which included certain additional disclosures. The Innovid Board then returned to the potential treatment of unvested restricted stock units in a strategic transaction with Parent and discussed, among other things, various methods of calculating which unvested restricted stock units would be accelerated at the closing.

On September 26, 2024, Messrs. Netter and Wise held an informal meeting in New York. No material terms of the potential transaction were discussed.

On September 27, 2024, Mr. Wise emailed, without solicitation, an executive organizational chart of Parent to Mr. Netter. Mr. Netter did not respond to or otherwise engage with Mr. Wise with respect to any post-closing employment arrangements at this time.

On October 3, 2024, White & Case provided a revised draft of the form of merger agreement to Latham.

On October 5, 2024, Mr. Wise emailed Mr. Netter, without solicitation, and asked Mr. Netter to provide the values of the shares of Innovid Common Stock to be “rolled over” by Mr. Netter and eight other members of Innovid’s management. Mr. Netter asked a follow-up question regarding the size of Parent’s incentive equity program relative to its overall capitalization, but did not provide the values requested by Mr. Wise or otherwise engage with respect to the “rollover” of shares of Innovid Common Stock at this time.

On October 8, 2024, the Innovid Board met, with members of Innovid’s management and representatives of Evercore and Latham in attendance. During the meeting, the members of Innovid’s management updated the Innovid Board on the status of a potential strategic transaction between Innovid and Parent and noted that White & Case had sent Latham a revised draft of the merger agreement. The representatives of Latham then reviewed the material terms of the revised merger agreement and discussed them with the Innovid Board and management, including (i) Innovid’s recourse in the event the transaction failed to close, and Innovid’s right to pursue specific performance, recover damages or, in certain circumstances, receive a “reverse termination fee”; (ii) the obligations of Parent and Innovid with respect to obtaining regulatory approvals, and Innovid’s recourse in the event the potential transaction fails to close due to regulatory approval failures; (iii) the treatment of unvested restricted stock units in the transaction; (iv) Parent’s equity and debt financing commitments; (v) Parent’s request for an expense reimbursement if Innovid’s stockholders do not approve the transaction; (vi) Parent’s requests that, concurrently with executing definitive documentation, certain directors and members of Innovid’s management execute support agreements; and (vii) the Management Signing Conditions. Following such discussion, the Innovid Board instructed the representatives of Latham and Evercore to request, through White & Case and Deutsche Bank, respectively, that Parent provide its

proposals for the Management Signing Conditions and initial drafts of a rollover agreement and support agreement to enable the relevant members of Innovid’s management and the Innovid Board to begin to consider such terms (without authorizing Innovid’s management to engage with Parent with respect to the Management Signing Conditions). The Innovid Board further instructed Latham to revise the merger agreement to reflect the discussions at the meeting and, in consultation with Innovid’s management, provide a revised draft of the merger agreement to White & Case.

On October 9, 2024, Latham provided a revised draft of the merger agreement to White & Case and requested that (i) Parent provide its proposals for the Management Signing Conditions and (ii) White & Case provide initial drafts of the rollover agreement, support agreement, equity commitment letter and debt commitment papers.

On October 14, 2024, the date Parent had originally committed to announcing the transaction in the September 23 IOI, a representative of Deutsche Bank communicated to a representative of Evercore that Parent would need until October 25, 2024 to execute definitive documents.

That morning, White & Case provided Latham with drafts of amendments to the employment agreements or offer letters, as applicable, of Mr. Netter, Mr. Kuperman, Mr. Ken Markus, Innovid’s Chief Operating Officer and Mr. Yuval Pemper, Innovid’s Chief Technology Officer. Later that day, White & Case provided a draft form of rollover agreement to Latham. Innovid’s management subsequently provided these drafts to management’s counsel, DLA Piper LLP (“DLA Piper”) and management’s other advisors. These drafts were not negotiated further or executed, and the substance of the amendments with respect to Mr. Netter were replaced by the Netter Term Sheet (as defined later in this section of this proxy statement). Messrs. Kuperman, Markus and Pemper have not executed any definitive agreements with Parent or any of its affiliates regarding their post-closing employment with Parent.

Later that day, Latham submitted a relationship disclosure to Innovid’s management, who subsequently provided this disclosure to the Innovid Board. This disclosure provided a high-level overview of Latham’s representations of members of the CVC Network and affiliates of TA Associates (“TA”) over the past two years, during which Latham received fees which were described as significant, in the aggregate. Due to client confidentiality requirements, the disclosure did not include details of transactions that were not publicly disclosed or did not materialize. However, the disclosure included an illustrative list of publicly disclosed mergers and acquisitions transactions where Latham represented members of the CVC Network and TA and its affiliates, including Latham’s representations of CVC in a consortium acquiring Hargreaves Lansdown, a savings and investment platform, in a transaction valued at $6.9 billion; CVC and its acquisition vehicle on the acquisition of Jagex, a video game developer, in a transaction reported to be valued at over $1 billion; D-Marin Group, a portfolio company of CVC, in its acquisition of Industrie Turistiche Nautiche S.p.A, an Italy-based concessionaire and operator of touristic marina Mirabello in La Spezia; and TA in its joint acquisition of Harvest, a French fintech company, and re-investment in Orisha, a European software publisher. The Innovid Board later determined on this basis that there were no conflicts of interest that would affect the ability of Latham to fulfill its responsibilities as legal advisor to Innovid.

On October 16, 2024, White & Case provided a revised draft of the merger agreement to Latham, which was subsequently provided to the Innovid Board. Parent indicated in this draft that CVC and the other financial sponsor investors of Parent would not provide an equity backstop for the purchase price.

Later that day, Messrs. Netter, Shany and Wise discussed the timing for CVC’s investment committee meeting to approve the potential transaction and for the potential execution of definitive documentation. Mr. Wise indicated that CVC and Parent aimed to finalize definitive documents during the week of October 28^th. Messrs. Netter and Shany responded that all material commercial issues should be resolved by October 25^th, with definitive documents executed by Monday, October 28^th.

Later on October 16, 2024, the Innovid Board met, with members of Innovid’s management and representatives of Evercore and Latham in attendance. During the meeting, the representatives of Latham reviewed the material terms of the merger agreement and discussed them with the Innovid Board and management, including (i) Innovid’s recourse in the event the transaction failed to close, and Innovid’s right to pursue specific performance, recover damages or, in certain circumstances, receive a “reverse termination fee”; (ii) the obligations of Parent and Innovid with respect to obtaining regulatory approvals, and Innovid’s recourse in the event the potential transaction fails to close due to regulatory approval failures; (iii) the treatment of unvested restricted stock units in the transaction; (iv) Parent’s equity and debt financing commitments, including the refusal by CVC and the other financial sponsor investors of Parent to provide an equity backstop for the purchase price; (v) Parent’s request that, concurrently with

executing definitive documentation, the members of the Innovid Board, certain members of Innovid’s management and an institutional Innovid Stockholder execute support agreements; and (vi) the Management Signing Conditions. Latham also reviewed a summary of the draft amendments to the employment agreements and offer letters with the Innovid Board.

Following such discussion, the Innovid Board discussed the fact that speed to execution and transaction certainty were of primary importance to the Innovid Board but that CVC and Parent had delayed the timeline to executing definitive documents twice in the last 3 days, with a request (on October 14) to execute definitive documents on October 25 and then another request (on October 16) to execute definitive documents during the week of October 28. It was noted that Parent had indicated in the August 2024 IOI, September 19 IOI and September 23 IOI that it would be prepared to execute definitive documents on September 28, 2024, October 19, 2024 and October 14, 2024, respectively. Representatives of Evercore noted that Deutsche Bank had also requested, on behalf of Parent, to conduct additional due diligence calls prior to executing definitive documents, despite Parent and its advisors having been conducting due diligence since late July. It was also noted that Parent and CVC had stated that CVC had scheduled an investment committee meeting regarding the potential transaction on Wednesday, October 23, 2024 to consider, among other matters, CVC’s willingness to provide an equity backstop for the portion of the merger consideration which was not covered by the debt financing it was arranging. Following discussion of these requests, the Innovid Board concurred with the response Messrs. Netter and Shany provided to on their call with Messrs. Wise and Stadler earlier that day and determined that it would extend the deadline for resolving all material commercial issues to October 25, 2024, and that Mr. Shany and Mr. Netter were authorized to contact Parent and CVC to discuss such revised timeline and the definitive documentation.

On October 17, 2024, Messrs. Netter and Stadler met in New York and discussed Innovid’s business, the current state of Parent’s financing for the potential transaction and Parent’s capital structure.

On October 17, 2024, Mr. Stadler emailed Mr. DiPiano and asked if he would like to discuss rolling over shares of Innovid Common Stock in the potential transaction or investing in an affiliate of Parent following the closing of the potential transaction. Mr. DiPiano responded that he understood only certain members of Innovid’s management would be participating in such a rollover and, therefore, there was nothing further to discuss. Mr. DiPiano and his representatives had no further discussions with CVC, Parent or any of their representatives regarding such potential rollover or investment.

On October 19, 2024, Latham provided a revised draft of the merger agreement to White & Case.

Later on October 19, 2024, CVC and Parent provided Mr. Netter with a proposal for eight members of Innovid’s management to participate in a “rollover” of restricted stock units and shares of Innovid Common Stock (such proposal, the “Proposed Equity Rollover”). The Proposed Equity Rollover specified that, aside from Mr. Netter, the value of the rollover for each management member would be less than $1 million. This proposal was subsequently shared with the Innovid Board that same day.

On October 20, 2024, Mr. Wise provided Mr. Netter with projections of the financial performance of Parent and Innovid, assuming the potential transaction closed on December 31, 2024. Mr. Netter responded and asked for permission to share with Mr. Kuperman, Markus and Pemper.

Later that day, the Innovid Board met, with members of Innovid’s management and representatives of Evercore and Latham in attendance. During the meeting, the representatives of Latham updated the Innovid Board on the status of the legal documents related to the potential strategic transaction between Parent and Innovid, including that, among other items, Latham had sent a revised draft of the merger agreement to White & Case on October 19, 2024. The representatives of Latham then reviewed the material terms of the latest draft of the merger agreement and discussed them with the Innovid Board and management, including (i) Innovid’s recourse in the event the transaction failed to close, and Innovid’s right to pursue specific performance, recover damages or, in certain circumstances, receive a “reverse termination fee”; (ii) the obligations of Parent and Innovid with respect to obtaining regulatory approvals, and Innovid’s recourse in the event the potential transaction fails to close due to regulatory approval failures; (iii) the treatment of unvested restricted stock units in the transaction; (iv) Parent’s equity and debt financing commitments, including the refusal by CVC and the other financial sponsor investors of Parent to provide an equity backstop for the purchase price; (v) Parent’s request that, concurrently with executing definitive documentation, each Innovid director execute a support agreement; and (vi) the Management Signing Conditions. Innovid’s management discussed the terms of the Proposed Equity Rollover with the Innovid Board. Mr. DiPiano then informed the other members of the Innovid Board of his email exchange with Mr. Stadler the day before regarding a potential rollover or

post-closing investment into TopCo, and Mr. DiPiano confirmed that he had previously determined not to pursue a rollover or post-closing investment. Mr. Netter also updated the Innovid Board on his latest discussions with Parent and CVC regarding the potential transaction and noted that Parent and CVC had informed Mr. Netter that they were nearing the consummation of a third-party financing transaction from new investors that they were pursuing in parallel with the potential transaction with Innovid, which might result in a further delay to the timeline to executing definitive documents with Innovid. The Innovid Board noted that it was critical that Innovid have clarity on the timeline to execute definitive documents and that these other transactions described by Parent and CVC introduced uncertainty, on top of the extensions already requested by Parent and CVC.

Following such discussion, the Innovid Board acknowledged that it would need to extend its anticipated timeline to execute definitive documentation beyond October 28, 2024, but that the Innovid Board would meet again during the upcoming week to re-examine the status of the potential transaction in order to better understand the timeline for executing definitive documentation. The Innovid Board then instructed Evercore to contact Deutsche Bank to emphasize the concerns discussed at the meeting around the timeline to execute definitive documentation and schedule an “all hands” call to discuss the material unresolved issues in the definitive documents, including termination fees payable by Parent and Innovid, regulatory efforts standards, limitations of liability of the parties following termination of the merger agreement in the event of a willful and material breach, the “outside date” upon which either Parent or Innovid could terminate the merger agreement, treatment of restricted stock units in the potential transaction and certain employee compensation matters. Finally, the Innovid Board authorized management and management’s advisors to engage with Parent, CVC and White & Case to negotiate the terms of the Proposed Equity Rollover and any other documentation related to the Management Signing Conditions, subject to providing further updates to the Innovid Board on the negotiated terms.

On October 21, 2024, Messrs. Netter and Stadler met in New York and discussed the Proposed Equity Rollover, including the terms of Mr. Netter’s equity interests in an affiliate of Parent following closing of the potential transaction (which Mr. Netter would “roll” a portion of his shares of Innovid Common Stock into), and the Management Signing Conditions, including Mr. Netter’s employment and compensation arrangements with Parent following closing the potential transaction.

In October 2024, Mr. Wise introduced Mr. Netter, via email and without solicitation from Mr. Netter, to Ms. Amanda Glen Smith, Chief Client Officer of Flashtalking and Mr. Aaron Goldman, Parent’s Chief Marketing Officer, and encouraged them to connect for an informal introductory meeting. On October 22, 2024, Mr. Netter separately had general introductory meetings in New York with Ms. Smith and Mr. Goldman. The parties did not discuss any specifics of a potential strategic transaction between Parent and Innovid. On October 23, 2024, Messrs. Netter and Parker had a general introductory meeting in New York; the parties did not discuss any specifics of a potential strategic transaction between Parent and Innovid.

On October 22, 2024, White & Case prepared, after consultation with Deutsche Bank, an issues list with respect to certain material outstanding issues in the merger agreement, including termination fees payable by Parent and Innovid, regulatory efforts standards, limitations of liability of the parties following termination of the merger agreement in the event of a willful and material breach, the “outside date” upon which either Parent or Innovid could terminate the merger agreement, treatment of restricted stock units in the potential transaction and certain employee compensation matters, which list was provided to Evercore. Later that day, Latham prepared, after consultation with Evercore, a revised draft of the issues list outlining Innovid’s positions on each of these matters, which list was provided to Deutsche Bank.

On October 23, 2024, CVC held an investment committee meeting regarding the potential transaction between Parent and Innovid.

On October 23, 2024, at the direction of the Innovid Board, Evercore provided a revised version of the Proposed Equity Rollover to Deutsche Bank, which included reduced rollover values for each of the members of Innovid’s management.

Later on October 23, 2024, Mr. Netter, Mr. Wise and representatives of Latham and White & Case discussed the issues remaining in the issues list.

On October 24, 2024, White & Case provided a revised draft of the merger agreement to Latham. That afternoon, in response to the draft amendment to Mr. Netter’s employment agreement and draft form of rollover agreement previously provided by White & Case, DLA Piper provided to White & Case a draft of a term sheet outlining material

terms applicable to Mr. Netter’s rollover of certain of his equity interests in Innovid into an affiliate of Parent following closing of the potential transaction (the “Netter Term Sheet”). The Netter Term Sheet also detailed Mr. Netter’s employment and compensation arrangements with Parent following closing of the potential transaction. The Netter Term Sheet did not reference Messrs. Kuperman, Markus or Pemper or any other member of Innovid’s management.

Later that day, Messrs. Netter, Shany, Wise and Stadler discussed the outcome of CVC’s investment committee meeting, and Messrs. Wise and Stadler informed Innovid that (i) Parent’s proposed price per share had been reduced to $3.00 in cash per share of Innovid Common Stock as a result of Parent’s internal financial analysis, (ii) Parent did not currently have sufficient commitments to finance the acquisition of Innovid and was continuing to pursue a third-party financing transaction from new investors and (iii) CVC would not provide the full equity financing required to fund the portion of the purchase price not covered by debt financing for the acquisition. After this discussion, Innovid’s management instructed its advisors to cease engaging with Parent and its advisors until further notice. At the direction of Innovid’s management, Evercore then revoked access to the Data Room from Parent and its representatives and advisors.

On October 25, 2024, the Innovid Board met, with members of Innovid’s management and representatives of Evercore and Latham in attendance. During the meeting, Innovid’s management informed the Innovid Board of the price reduction communicated by CVC and further noted that Parent expressed that it needed to complete the third-party financing transaction it was pursuing prior to executing definitive documentation with respect to the potential transaction between Parent and Innovid, as CVC would not provide the additional equity financing required to finance the acquisition. Mr. Netter also noted that the Proposed Equity Rollover and Netter Term Sheet had not been agreed between the relevant members of Innovid’s management and Parent, which Parent had indicated was a condition to executing definitive documentation. The attendees at the meeting then discussed, among other items, the remedies provided in the latest draft of the merger agreement, the potential status of Parent’s equity and debt financing related to the potential transaction, including the refusal by CVC and the other financial sponsor investors of Parent to provide an equity backstop for the purchase price, and the risks presented to Innovid by the developments since the previous meeting on October 20, 2024. Representatives of Evercore then updated the Innovid Board on their latest discussions with Parent and Deutsche Bank and relayed that Parent had emphasized a strong desire to continue to engage with respect to the potential transaction. Representatives of Evercore and Latham then discussed the open workstreams and timeline that would likely be necessary in order to execute definitive documents related to the potential transaction. The attendees at the meeting then reviewed and discussed the issues list with respect to the draft definitive documentation that had been prepared by representatives of Latham and noted that while the outstanding legal issues could likely be resolved, the Innovid Board was not willing to take on financing risk with respect to the potential transaction. The attendees at the meeting then discussed potential next steps and Innovid’s response to Parent’s reduced price per share. Following such discussion, the Innovid Board instructed representatives of Evercore to contact Deutsche Bank to express that the Innovid Board would consider a slight price reduction from the $3.25 per share previously offered, but that it required financing certainty. The Innovid Board further instructed representatives of Evercore to request an updated proposal from Parent by Monday, October 28, 2024. Later that day, representatives of Evercore delivered these messages to Deutsche Bank.

Later that evening, White & Case provided Latham with drafts of Parent’s debt commitment papers.

On October 26, 2024, Mr. Stadler informed Mr. Shany that CVC would hold another investment committee meeting on October 28, 2024, to consider a revised transaction, including a price of $3.15 per share with an equity backstop for the full portion of the purchase price not covered by debt financing (including the portion expected to be funded by third party equity financing). Mr. Stadler also mentioned that Parent and CVC would send their financing documentation to Innovid after the meeting. In response, Mr. Shany emphasized that Innovid was focused on securing remedies beyond a reverse termination fee in the event that Parent did not close an acquisition of Innovid and willfully and materially breached the merger agreement.

Later that day, Mr. Shany and Innovid’s management instructed Evercore and Latham to resume progressing the outstanding workstreams with Deutsche Bank and White & Case, respectively. At the direction of Innovid’s management, Evercore restored Parent and its representatives’ and advisors’ access to the Data Room. Subsequently, Innovid and Parent entered into a customary confidentiality agreement with respect to Parent’s balance sheet, after which Parent shared its balance sheet to help Innovid assess Parent’s current financial position and Parent’s ability to fund part of the potential transaction using available cash. Additionally, White & Case provided Latham with an

initial draft of the support agreement, and Latham provided White & Case with a revised draft of the merger agreement. Last, Innovid’s management instructed management’s advisors to re-engage with Parent and its advisors, and management’s advisors and White & Case exchanged correspondence on certain terms related to the Netter Term Sheet.

On October 27, 2024, the Innovid Board met, with members of Innovid’s management and representatives of Evercore and Latham in attendance. During the meeting, Mr. Shany updated the other members of the Innovid Board on his discussions with CVC the day before and Evercore’s discussions with Deutsche Bank. The representatives of Latham then noted that they had re-engaged with White & Case the day before and provided an overview of the status of the legal documents related to the potential transaction between Parent and Innovid. As part of this discussion, Latham summarized the latest draft of the merger agreement that had been provided to White & Case, referred the Innovid Board to the summary of the merger agreement and related documents circulated to the Innovid Board prior to the meeting, and discussed the Innovid Board’s fiduciary duties under Delaware law with respect to considering the potential transaction. Mr. Netter noted that DLA Piper had provided the Netter Term Sheet to White & Case and provided an overview of the terms to the Innovid Board. Representatives of Evercore then updated the Innovid Board on the other open workstreams and timeline that would likely be necessary in order to execute definitive documents related to the potential transaction. As part of the ensuing discussion, it was noted that the Innovid Board would have further clarity on Parent’s timeline to executing definitive documentation following CVC’s investment committee meeting on October 28, 2024, but that the current intention of the parties was to execute definitive documentation during the upcoming week. Following such discussion, the Innovid Board determined that it would schedule meetings on Tuesday, October 29 and Wednesday, October 30, to assess the status of the potential transaction.

That evening, White & Case and management’s advisors discussed the Netter Term Sheet and White & Case provided a revised draft of the Netter Term Sheet to management’s advisors and Deutsche Bank provided a revised draft of the Proposed Equity Rollover to Evercore.

On October 28, 2024, CVC held an investment committee meeting regarding the potential transaction between Parent and Innovid. Messrs. Netter, Wise and Stadler then discussed the outcome of CVC’s investment committee meeting and informed Innovid that CVC was still extremely interested in an acquisition of Innovid for $3.15 in cash per share and had scheduled another investment committee meeting on October 30, 2024 to discuss an equity backstop for the full portion of the purchase price not covered by debt financing (including the portion expected to be funded by third party equity financing).

Later that day, DLA Piper provided a revised draft of the Netter Term Sheet and rollover agreement to White & Case. Mr. Wise subsequently provided a revised draft of the Proposed Equity Rollover to Mr. Netter.

On October 29, 2024, Mr. Wise provided another revised draft of the Proposed Equity Rollover to Mr. Netter.

Later that morning, Mr. Netter called Mr. Wise to inquire about the outcome of CVC’s investment committee meeting held on October 28, 2024. Mr. Wise responded that he had not been informed of the outcome.

That afternoon, White & Case provided a revised draft of the merger agreement to Latham and a revised draft of the Netter Term Sheet to management’s advisors. White & Case and management’s advisors had further discussion around the Netter Term Sheet and draft rollover agreement.

Later that afternoon, the Innovid Board met, with members of Innovid’s management and representatives of Evercore and Latham in attendance. During the meeting, Mr. Shany informed the other members of the Innovid Board of the details of his discussions with Parent and CVC the day before regarding CVC’s investment committee meeting on October 28, 2024. As part of the ensuing discussion, representatives of Evercore updated the Innovid Board on their latest discussions with Deutsche Bank, and it was noted that CVC had scheduled another investment committee meeting on the morning of October 30, 2024, to review the potential transaction. Following such discussion, the representatives of Latham then provided an overview of the status of the legal documents related to the potential transaction, summarized the latest draft of the support agreement that each member of the Innovid Board would execute concurrently with execution of the merger agreement and again outlined the Innovid Board’s fiduciary duties under Delaware law with respect to considering the potential transaction. As part of the ensuing discussion, representatives of Latham noted that, if the other commercial and financing issues were resolved, it was likely that the outstanding legal issues in the merger agreement could be quickly resolved. Furthermore, members of the Innovid Board expressed significant concerns with Parent and CVC pursuing a financing transaction in parallel with the potential transaction and noted that the Innovid Board and Innovid required deal certainty if it was to continue to

pursue the potential transaction. The Innovid Board further discussed its willingness to continue to pursue the potential transaction if Parent and CVC were able to address the Innovid Board’s concerns in an expedited manner. Following such discussion, the Innovid Board instructed the representatives of Evercore to contact Deutsche Bank and notify them that the Innovid Board had determined that proof of financing certainty must be provided within the next 24 hours and Parent must commit to signing definitive documents within the next 48 hours, or Innovid would not continue to engage with Parent with respect to the potential transaction. The Innovid Board then determined to reconvene the next day to discuss the status of the potential transaction following CVC’s investment committee meeting. Later that day, representatives of Evercore delivered these messages to Deutsche Bank.

Later that evening, Evercore submitted an updated relationship disclosure letter to Innovid’s management, which addressed the clarifications requested by Innovid’s management and Latham and was current as of October 28, 2024. Members of Innovid’s management subsequently provided this letter to the Innovid Board on November 20, 2024.

On October 30, 2024, CVC held an investment committee meeting regarding the potential transaction between Parent and Innovid. Mr. Stadler then called Mr. Shany and informed him that CVC was still not willing to commit to provide an equity backstop for the full portion of the purchase price not covered by debt financing for the potential transaction (including the portion expected to be funded by third party equity financing) at a price of $3.15 per share and that Parent and CVC would need time to complete its third party equity financing prior to executing definitive documents for the potential transaction between Parent and Innovid, and believed that it would be able to consummate such financing by Friday, November 8, 2024.

Later that day, the Innovid Board met, with members of Innovid’s management and representatives of Evercore and Latham in attendance. During the meeting, Mr. Shany updated the other members of the Innovid Board on the details of his discussion with Mr. Stadler earlier that morning. Mr. Shany also noted that he had told CVC that Innovid could not take the risk of continuing to pursue the potential transaction beyond its current timeline given the substantial amount of resources and time the Innovid Board and Innovid’s management had expended pursuing the potential transaction, the repeated uncertainty that CVC and Parent had introduced with respect to financing the transaction, the ongoing delays and the unresolved issues in the legal documents.

The attendees at the meeting then discussed Innovid’s strategic alternatives process generally and the developments over the previous months regarding the potential acquirors it had engaged with during that process. The Innovid Board further discussed the risks to Innovid presented by the financing transaction that CVC and Parent were pursuing concurrently, including repeated delays to the timeline to executing documents and potential “leaks” of deal information to the investors in the financing transaction. Following this discussion, the Innovid Board determined that continuing to pursue the potential transaction was not in the best interest of Innovid and its stockholders at that time. Following such determination, the Innovid Board instructed Innovid’s management and its and management’s advisors to cease engaging with Parent, CVC and their advisors with respect to the potential transaction. The Innovid Board further instructed the representatives of Evercore to convey this instruction to Deutsche Bank, indicating that the Innovid Board might consider re-engaging with Parent and CVC if they were able to demonstrate financing certainty. Last, the Innovid Board instructed Latham to send to Parent, after consulting with Innovid’s management, a customary request to return or destroy the information provided under the confidentiality agreement between Parent and Innovid. Latham delivered this request to Parent the next day.

Following this meeting, representatives of Evercore communicated the Innovid Board’s instructions to representatives of Deutsche Bank, noting that the Innovid Board might consider re-engaging with Parent and CVC if they were able to demonstrate financing certainty. At the direction of Innovid, Evercore revoked access to the Data Room from Parent and its representatives and advisors.

On October 31, 2024, a representative of a potential strategic acquiror (“Party C”) submitted an unsolicited non-binding indication of interest to Mr. Netter (the “Party C IOI”) proposing to acquire all the outstanding shares of Innovid Common Stock for $2.21 – $2.57 per share in cash. To Innovid’s knowledge, Party C was not aware of the ongoing sale process. Party C was not contacted in the sale process due to (i) Innovid’s determination, after consultation with representatives of Evercore, that Party C was not likely to have the interest, motivation and resources to execute definitive documents providing for a potential strategic transaction at a sufficient price per share and (ii) the potential risks that additional outreach to Party C may have with respect to confidentiality and Innovid’s existing discussions with Parent (and the effect thereof on Innovid).

After October 31, 2024, Mr. Netter was periodically contacted by Mr. Wise concerning the progress of the financing transaction that Parent and CVC were pursuing.

On November 1, 2024, White & Case provided a revised draft of the merger agreement and support agreement to Latham and a revised draft of the rollover agreement and Netter Term Sheet to management’s advisors and indicated that Parent had provided signature pages in escrow and was prepared to sign the updated drafts. The merger agreement remained consistent with the draft previously provided by White & Case on October 29, 2024. White & Case did not provide any update to Latham with respect to Parent’s financing for the potential transaction or provide the Financing Commitments. Latham and management’s advisors forwarded these draft agreements to Innovid’s management; however, at that stage, neither Innovid nor its or management’s advisors engaged further with Parent or its advisors regarding these drafts.

On November 6, 2024, the Innovid Board held a regularly scheduled quarterly meeting, with members of Innovid’s management in attendance. During the meeting, Mr. Netter confirmed to the other members of the Innovid Board that Innovid had not re-engaged with Parent or CVC with respect to the potential transaction, but that Mr. Wise had continued to contact Mr. Netter regarding the progress of the financing transaction that Parent and CVC were pursuing. Mr. Netter also informed the other members of the Innovid Board that Party C had submitted the Party C IOI. The Innovid Board discussed the Party C IOI and potential responses, given that the price per share proposed in the Party C IOI was significantly below the price per share offered by Parent in the potential transaction. Following discussion, the Innovid Board directed Mr. Netter to inform Party C that Innovid was not interested in discussing a potential strategic transaction with Party C at the price per share range offered in the Party C IOI. Mr. Netter orally communicated this message to a representative of Party C on November 8, 2024.

On November 12, 2024, Innovid announced its third quarter 2024 financial results.

On November 13, 2024, Mr. Netter emailed Mr. Wise, requesting that no further discussions occur between Parent and Innovid regarding a potential transaction.

On November 16, 2024, Mr. Stadler contacted Mr. Shany and informed him (i) of CVC’s and Parent’s continued desire to pursue the potential transaction between Parent and Innovid at a price of $3.15 per share of Innovid Common Stock, (ii) that Parent had completed the financing transaction it was previously pursuing in parallel and (iii) that CVC and other existing investors in Parent (a) were willing to provide an equity commitment with respect to the remaining required equity financing for the transaction and (b) had now secured sufficient debt and equity financing sufficient to fund the potential transaction. On the same day, Deutsche Bank emailed Evercore confirming Mr. Stadler’s message.

On November 17, 2024, Messrs. Netter, Shany, Wise and Stadler discussed certain unresolved points in the merger agreement, including the quantum of the “reverse termination fee” payable by Parent in the event that the merger agreement is terminated due to the failure to obtain regulatory approvals, limitations of liability of the parties following termination of the merger agreement in the event of a willful and material breach and the “outside date” upon which either Parent or Innovid could terminate the merger agreement. The working group also discussed the status of CVC and Parent’s financing for the potential transaction and Messrs. Wise and Stadler re-confirmed what Mr. Stadler had communicated to Mr. Shany on their call the day before. Following such discussion, Innovid’s management instructed Latham to resume progressing the outstanding legal workstreams. At the direction of Innovid’s management, Evercore restored Parent and its representatives’ and advisors’ access to the Data Room.

That afternoon, Innovid’s management emailed the Innovid Board and noted that discussions with Parent and CVC had resumed and that a meeting of the Innovid Board would be scheduled for the next day. Parent also requested that Innovid withdraw the request to return or destroy the information provided under the confidentiality agreement sent on October 31, 2024, as a condition to Parent’s continued engagement with Innovid. After being instructed by Innovid’s management, Latham subsequently sent such withdrawal notice to Parent and White & Case.

Later that evening, White & Case provided an updated draft of the merger agreement to Latham. In addition, White & Case provided updated drafts of the Netter Term Sheet and rollover agreement to management’s advisors.

Between the evening of November 17, 2024, and the finalization of definitive documentation on the morning of November 21, 2024, representatives of Latham, White & Case and DLA Piper engaged in negotiations and exchanged revised drafts of the relevant documents. This process continued until all documents were in an agreed-upon form and included several “all hands” calls to discuss unresolved issues in the merger agreement, including financing matters and the treatment of restricted stock units.

On November 18, 2024, Messrs. Netter and Wise discussed unresolved issues in the merger agreement by videoconference. As a result of this discussion, they agreed that the “reverse termination fee” payable by Parent

under certain circumstances would be approximately 8% of the transaction’s implied equity value. Furthermore, they concurred that each party’s liability would be capped at approximately 20% of the transaction’s implied equity value in the event of a willful and material breach of the merger agreement.

Later that afternoon, the Innovid Board met, with members of Innovid’s management and representatives of Evercore and Latham in attendance. During the meeting, Mr. Shany updated the other members of the Innovid Board on the latest discussions with Parent and CVC regarding a potential strategic transaction between Parent and Innovid since the Innovid Board had previously determined to cease engaging with Parent and CVC. The representatives of Latham discussed potential timing for executing definitive documents based on the unresolved issues in the legal documents, assuming that Parent and CVC provided proof of financing and received the approval of CVC’s investment committee. The representatives of Latham then provided an overview of the status of the legal documents related to the potential transaction, summarized the latest draft of the merger agreement received from White & Case and the latest draft of the support agreement and discussed the Innovid Board’s fiduciary duties under Delaware law with respect to considering the potential transaction. The attendees at the meeting then discussed various approaches to negotiating and finalizing the definitive documents with Parent, CVC and their advisors. Mr. Netter then updated the other members of the Innovid Board on his latest negotiations with Parent and CVC regarding the Contribution and Exchange Agreement and the Netter Term Sheet. Mr. Netter confirmed that the amount of the rollover ($6 million) had been agreed upon with Parent and that he and DLA Piper continued to negotiate other terms related to the rollover and the terms of the Netter Term Sheet. The Innovid Board determined that it would schedule a meeting on Wednesday, November 20, to assess the status of the potential transaction.

On November 19, 2024, White & Case, on behalf of Parent and CVC, communicated to DLA Piper that, due to the quantum of unvested restricted stock units contemplated to be cancelled and exchanged for TopCo RSUs in the latest merger agreement draft, only Mr. Netter remained subject to the Management Signing Conditions. Consequently, no other members of Innovid’s management would be required to execute or negotiate any agreements with Parent in connection with the execution of the merger agreement, nor would they need to roll a portion of their shares of Innovid Common Stock into TopCo.

On November 20, 2024, Evercore submitted an updated relationship disclosure letter to Innovid’s management as of November 19, 2024. Members of Innovid’s management provided this letter to the Innovid Board that same day.

Later that evening, the Innovid Board met, with members of Innovid’s management and representatives of Evercore and Latham in attendance. During the meeting representatives of Latham provided an overview of the status of the legal documents related to the potential strategic transaction between Parent and Innovid, and summarized the latest changes to the draft of the merger agreement since the previous meeting on November 18, 2024. The representatives of Latham then reviewed a summary of the draft of the merger agreement with the Innovid Board, noting where issues had been resolved and where issues remained open. The representatives of Latham also summarized (i) the support agreements to be executed by each director, (ii) the key terms of the “rollover” of shares of Innovid Common Stock by Mr. Netter into TopCo and (iii) the key terms of Mr. Netter’s post-closing employment and compensation arrangements with Parent. Following this discussion, the representatives of Latham again reviewed the Innovid Board’s fiduciary duties under Delaware law. It was noted that although significant progress had been made on the open workstreams of the potential transaction since the Innovid Board’s last meeting on November 18, there were still certain unresolved issues in the legal documents related to the potential transaction, including the treatment of restricted stock units and certain representations, warranties, and covenants regarding Parent’s access to available cash on its balance sheet. The Innovid Board then discussed the timing for executing definitive documents and announcing the potential transaction. The Innovid Board determined to reconvene at 7:00 a.m. ET to assess the status of the potential transaction and, if all issues had been resolved in a satisfactory manner at such time, approve the potential transaction.

The representatives of Evercore then presented Evercore’s financial analysis as described in further detail in the section of this proxy statement captioned “The Merger—Fairness Opinion of Innovid’s Financial Advisor.”

Following the meeting, Innovid, Latham, DLA Piper, Parent, CVC and White & Case, each acting at the direction of their respective clients, continued to engage in negotiations and exchanged drafts of the transactions documents until each transaction document was in substantially final form.

In the early morning of November 21, 2024, the Innovid Board met, with members of Innovid’s management and representatives of Evercore and Latham in attendance. During the meeting, the representatives of Latham updated the Innovid Board on the latest discussions with Parent and White & Case regarding the potential strategic transaction

between Parent and Innovid since the Innovid Board had last met on the evening of November 20, 2024. Evercore then delivered to the Innovid Board its opinion to the effect that, as of that date and based upon and subject to the assumptions, limitations, qualifications and conditions described in Evercore’s opinion, confirmed by delivery of a written opinion dated November 21, 2024, the Per Share Price to be received by holders of Innovid Common Stock (other than holders of Owned Company Shares or Dissenting Company Shares) in the Merger was fair, from a financial point of view, to such holders. The Innovid Board confirmed that it had no further questions or concerns with respect to Evercore’s analysis and fairness opinion.

Following discussion, and after taking into consideration the information provided by and discussed with members of Innovid’s management and advisors, including the factors described below in greater detail in the section of this proxy statement captioned “The Merger—Recommendation of the Innovid Board and Reasons for the Merger,” the Innovid Board unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby were advisable, fair to and in the best interests of the Innovid and the Innovid Stockholders; (ii) approved the Merger Agreement and the execution and delivery of the Merger Agreement by Innovid, the performance by Innovid of its covenants and other obligations hereunder, and the consummation of the Transactions upon the terms and subject to the conditions set forth herein; (iii) resolved to submit the Merger Agreement to the Innovid Stockholders for consideration at the Special Meeting; and (iv) subject to the exceptions in Innovid’s non-solicitation and recommendation covenants, resolved to recommend that the Innovid Stockholders adopt the Merger Agreement in accordance with the DGCL at the Special Meeting.

Following the meeting, representatives of Latham and White & Case exchanged the final version of the Merger Agreement and the other transaction documents, and the Merger Agreement and the other transaction documents (including the Support Agreements and the Contribution and Exchange Agreement) were executed on the morning of November 21, 2024. Before the opening of financial markets in New York on November 21, 2024, Innovid and Parent issued a press release announcing the transaction.

On November 21, 2024, the Innovid Board unanimously (i) determined that the Merger and the other transactions contemplated by the Merger Agreement are advisable, fair to and in the best interests of Innovid and the Innovid Stockholders; (ii) approved the Merger Agreement and the execution and delivery of the Merger Agreement by Innovid, the performance by Innovid of its covenants and other obligations thereunder, and the consummation of the Transactions upon the terms and subject to the conditions set forth therein; (iii) resolved to submit the Merger Agreement to the Innovid Stockholders for consideration at a special meeting of the Innovid Stockholders; and (iv) subject to its covenants with respect to its recommendation to the Innovid Stockholders, resolved to recommend that the Innovid Stockholders adopt the Merger Agreement at such special meeting.

In evaluating the Merger Agreement and the Transactions, including the Merger, and recommending that the Innovid stockholders authorize the plan of Merger, the Innovid Board consulted with Innovid’s management team, financial advisors and legal counsel and considered a number of factors, including the following factors:

The Innovid Board also considered a number of uncertainties and risks in their deliberations concerning the Transactions contemplated by the Merger Agreement, including the following:

The foregoing discussion of information and factors considered by the Innovid Board is not intended to be exhaustive but includes the material factors considered by the Innovid Board. In light of the variety of factors considered in connection with its evaluation of the Merger Agreement, the Merger and the other Transactions, the Innovid Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determinations and recommendations. Moreover, each member of the Innovid Board applied his or her own personal business judgment to the process and may have given different weight to different factors. The Innovid Board based its recommendation on the totality of the information presented.

In considering the recommendation of the Innovid Board that the Innovid Stockholders vote “FOR” the Merger Proposal, you should be aware that Innovid’s directors and executive officers may have interests in the Merger that are different from, or in addition to, yours. The Innovid Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Merger Agreement and in recommending that the Innovid Stockholders vote “FOR” the Merger Proposal. For more information on these interests, see the section of this proxy statement captioned “—Interests of Executive Officers and Directors of Innovid in the Merger” beginning on page 67.

Innovid retained Evercore to act as its financial advisor in connection with the Innovid Board’s evaluation of strategic and financial alternatives, including the Merger. As part of this engagement, Innovid requested that Evercore evaluate the fairness, from a financial point of view, of the Per Share Price to be received by the holders of Innovid Common

Stock. At a meeting of the Innovid Board held on November 21, 2024, Evercore rendered to the Innovid Board its opinion to the effect that, as of that date and based upon and subject to the assumptions, limitations, qualifications and conditions described in Evercore’s opinion, the Per Share Price to be received by the holders of Innovid Common Stock (other than holders of Owned Company Shares and Dissenting Shares) in the Merger was fair, from a financial point of view, to such holders.

The full text of the written opinion of Evercore, dated as of November 21, 2024, which sets forth, among other things, the procedures followed, assumptions made, matters considered and qualifications and limitations on the scope of review undertaken in rendering its opinion, is attached as Annex C to this proxy statement and is incorporated herein by reference. Innovid encourages you to read this opinion carefully and in its entirety. Evercore’s opinion was addressed to, and provided for the information and benefit of, the Innovid Board (in its capacity as such) in connection with its evaluation of the proposed Merger. The opinion does not constitute a recommendation to the Innovid Board or to any other persons in respect of the Merger, including as to how any holder of shares of Innovid Common Stock should vote or act in respect of the Merger. Evercore’s opinion does not address the relative merits of the Merger as compared to other business or financial strategies that might be available to Innovid, nor does it address the underlying business decision of Innovid to engage in the Merger.

In connection with rendering its opinion Evercore, among other things:

For purposes of Evercore’s analysis and opinion, Evercore assumed and relied upon the accuracy and completeness of the financial and other information publicly available, and all of the information supplied or otherwise made available to, discussed with, or reviewed by Evercore, without any independent verification of such information (and Evercore did not assume responsibility or liability for any independent verification of such information), and further relied upon the assurances of Innovid management that they are not aware of any facts or circumstances that would make such information inaccurate or misleading. With respect to the Fairness Opinion Projections, Evercore assumed with Innovid’s consent that they have been reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of Innovid management as to the future financial performance of Innovid and the other matters covered thereby. Evercore expressed no view as to the Fairness Opinion Projections or the assumptions on which they are based.

For purposes of Evercore’s analysis and opinion, Evercore assumed, in all respects material to its analysis, that the final executed Merger Agreement would not differ from the draft Merger Agreement reviewed by Evercore, that the representations and warranties of each party contained in the Merger Agreement are true and correct, that each party will perform all of the covenants and agreements required to be performed by it under the Merger Agreement and that all conditions to the consummation of the Merger will be satisfied without waiver or modification thereof. Evercore further assumed, in all respects material to its analysis, that all governmental, regulatory or other consents, approvals or releases necessary for the consummation of the Merger will be obtained without any delay, limitation, restriction or condition that would have an adverse effect on Innovid or the consummation of the Merger or reduce the contemplated benefits to the

holders of Innovid Common Stock of the Merger. In addition, Evercore relied, without independent verification, on the assessments of Innovid management as to (i) the validity of, and risks associated with, Innovid’s intellectual property, technology, products and services, and (ii) the marketability, commercial viability and market adoption of Innovid’s current and future products and services. Evercore undertook no independent analysis of any potential or actual litigation, regulatory action, possible unasserted claims or other contingent liabilities, or any settlements thereof, to which Innovid is or may be a party or is or may be subject, and its opinion does not consider the potential effects of any such litigation, actions, claims, other contingent liabilities or settlements.

Evercore did not conduct a physical inspection of the properties or facilities of Innovid and did not make or assume any responsibility for making any independent valuation or appraisal of the assets or liabilities (including any contingent, derivative or other off-balance sheet assets and liabilities) of Innovid, nor was Evercore furnished with any such valuations or appraisals, nor did Evercore evaluate the solvency or fair value of Innovid under any state or federal laws relating to bankruptcy, insolvency or similar matters. Evercore’s opinion is necessarily based upon information made available to Evercore as of November 21, 2024, and financial, economic, market and other conditions as they exist and as can be evaluated on the date hereof. It is understood that subsequent developments may affect its opinion and that Evercore does not have any obligation to update, revise or reaffirm its opinion.

Evercore was not asked to pass upon, and expressed no opinion with respect to, any matter other than the fairness to holders of Innovid Common Stock (other than holders of Owned Company Shares or Dissenting Shares), from a financial point of view, of the Per Share Price. Evercore did not express any view on, and Evercore’s opinion does not address, the fairness of the proposed Merger to, or any consideration received in connection therewith by, the holders of any other class of securities, creditors or other constituencies of Innovid or the holders of the Rollover Shares, nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of Innovid, or any class of such persons, whether relative to the Per Share Price or otherwise. Evercore was not asked to, nor did Evercore express any view on, and Evercore’s opinion did not address, any other term or aspect of the Merger Agreement or the Merger, including, without limitation, the structure or form of the Merger, the Support Agreements, the Contribution and Exchange Agreement and any consideration to be received or exchanged in connection with the Contribution and Exchange Agreement or any term or aspect of any other agreement or instrument contemplated by the Merger Agreement or entered into or amended in connection with the Merger Agreement. Evercore’s opinion did not address the relative merits of the Merger as compared to other business or financial strategies that might be available to Innovid, nor did it address the underlying business decision of Innovid to engage in the Merger. Evercore’s opinion did not constitute a recommendation to the Innovid Board or to any other persons in respect of the Merger, including as to how any holder of shares of Innovid Common Stock should vote or act in respect of the Merger. Evercore expressed no opinion as to the impact of the Merger on the solvency or viability of Innovid or Parent or the ability of Innovid or Parent to pay their obligations when they come due. Evercore is not a legal, regulatory, accounting or tax expert and has assumed the accuracy and completeness of assessments by Innovid and its advisors with respect to legal, regulatory, accounting and tax matters.

Set forth below is a summary of the material financial analyses reviewed by Evercore with the Innovid Board on November 20, 2024 in connection with rendering its opinion. The following summary, however, does not purport to be a complete description of the analyses performed by Evercore. The order of the analyses described and the results of these analyses do not represent relative importance or weight given to these analyses by Evercore. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data that existed on or before November 19, 2024, and is not necessarily indicative of current market conditions.

For purposes of its analyses and reviews, Evercore considered general business, economic, market and financial conditions, industry sector performance, and other matters, as they existed and could be evaluated as of the date of its opinion, many of which are beyond the control of Innovid. The estimates contained in Evercore’s analyses and reviews, and the ranges of valuations resulting from any particular analysis or review, are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by Evercore’s analyses and reviews. In addition, analyses and reviews relating to the value of companies, businesses or securities do not purport to be appraisals or to reflect the prices at which companies, businesses or securities actually may be sold. Accordingly, the estimates used in, and the results derived from, Evercore’s analyses and reviews are inherently subject to substantial uncertainty.

The following summary of Evercore’s financial analyses includes information presented in tabular format. In order to fully understand the analyses, the tables should be read together with the full text of each summary.

The tables are not intended to stand alone and alone do not constitute a complete description of Evercore’s financial analyses. Considering the tables below without considering the full narrative description of Evercore’s financial analyses, including the methodologies and assumptions underlying such analyses, could create a misleading or incomplete view of such analyses.

Evercore performed a discounted cash flow analysis of Innovid to calculate the estimated present value of the standalone unlevered, after-tax free cash flows, defined as net operating profit after tax, plus depreciation and amortization, less changes in net working capital and capital expenditures, less certain capitalized research and development costs, less certain other expenses that Innovid was forecasted to generate during the portion of Innovid’s fiscal year 2024 from June 30, 2024 through December 31, 2024 and during Innovid’s fiscal years 2025 through 2034 based on the Fairness Opinion Projections. Evercore calculated terminal values for Innovid by applying perpetuity growth rates of 3.5% to 5.5%, which range was selected based on Evercore’s professional judgment and experience, to a terminal year estimate of the unlevered, after-tax free cash flows that Innovid was forecasted to generate based on the Fairness Opinion Projections. The cash flows and terminal values in each case were then discounted to present value as of June 30, 2024 using discount rates ranging from 14.0% to 17.0%, which were based on an estimate of Innovid’s weighted average cost of capital, and the mid-year cash flow discounting convention. Based on this range of implied enterprise values, Innovid’s estimated net cash (calculated as cash and cash equivalents less total debt) as of November 18, 2024, and the number of fully diluted shares of Innovid Common Stock, in each case as provided by Innovid’s management, this analysis indicated a range of implied equity values per share of Innovid Common Stock of $2.55 to $4.23, compared to the Per Share Price of $3.15 per share of Innovid Common Stock.

Evercore reviewed and compared certain financial information of Innovid to corresponding financial multiples and ratios for the following selected publicly traded companies in the media and non-media ad-tech industry (the “selected companies”):

For each of the selected companies, Evercore calculated enterprise value (defined as equity market capitalization plus total debt, plus preferred equity and minority interest, less cash and cash equivalents) (a) as a multiple of estimated 2024 earnings before interest, taxes, depreciation and amortization, excluding stock-based compensation expense and other non-recurring items, adjusted to expense certain research and development costs that are generally capitalized by Innovid, as applicable (“Adjusted EBITDA”), which we refer to as “2024E Adjusted EBITDA”, (b) as a multiple of estimated 2025 Adjusted EBITDA, which we refer to as “2025E Adjusted EBITDA”, (c) as a multiple of estimated 2024 revenue, which we refer to as “2024E Revenue” and (d) as a multiple of estimated 2025 revenue, which we refer to as “2025E Revenue”, based on closing share prices as of November 19, 2024. Estimated financial data of the selected companies were based on publicly available research analysts’ estimates.

The analysis indicated the following:

Based on the multiples it derived for the selected companies and based on its professional judgment and experience, Evercore applied (a) an enterprise value / 2024E Adjusted EBITDA multiple reference range of 9.0x to 14.0x to 2024E Adjusted EBITDA based on the Fairness Opinion Projections, (b) an enterprise value / 2025E Adjusted EBITDA multiple reference range of 6.0x to 12.0x to 2025E Adjusted EBITDA based on the Fairness Opinion Projections, (c) an enterprise value / 2024E Revenue multiple reference range of 1.5x to 4.0x 2024E Revenue based on the Fairness Opinion Projections, and (d) an enterprise value / 2025E Revenue multiple reference range of 1.5x to 3.5x to 2025E Revenue based on the Fairness Opinion Projections. Based on this range of implied enterprise values, Innovid’s estimated net cash (calculated as cash and cash equivalents less total debt) as of November 18, 2024, and the number of fully diluted shares of Innovid Common Stock, in each case as provided by Innovid’s management, this analysis indicated a range of implied equity values per share of Innovid Common Stock as shown below, compared to the Per Share Price of $3.15 per share of Innovid Common Stock.

Although none of the selected companies is directly comparable to Innovid, Evercore selected these companies because they are publicly traded companies in the ad-tech industry that Evercore, in its professional judgment and experience, considered generally relevant to Innovid for purposes of its financial analyses. In evaluating the selected companies, Evercore made judgments and assumptions with regard to general business, economic and market conditions affecting the selected companies and other matters, as well as differences in the selected companies’ financial, business and operating characteristics. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments regarding many factors that could affect the relative values of the selected companies and the multiples derived from the selected companies. Mathematical analysis, such as determining the mean or median, is not in itself a meaningful method of using the data of the selected companies.

Evercore reviewed, to the extent publicly available, financial information related to the following selected transactions involving target companies in the ad-tech industry announced since 2016 (the “selected transactions”). The selected transactions reviewed by Evercore and the month and year each was announced, were as follows:

For each selected transaction, Evercore calculated the implied enterprise value (defined as the target company’s implied equity value based on the consideration paid in the applicable transaction plus total debt, plus preferred equity and minority interest, less cash and cash equivalents) as a multiple of last twelve-month revenue for the target company at the time of the announcement of the applicable transaction, which we refer to as “LTM Revenue”. Estimated financial data of the selected transactions were based on publicly available information at the time of announcement of the relevant transaction.

This analysis indicated the following:

Based on the multiples it derived from the selected transactions and based on its professional judgment and experience, Evercore selected a reference range of enterprise value to LTM Revenue multiples of 2.0x to 4.5x and applied this range of multiples to Innovid’s 2024E Revenue based on the Fairness Opinion Projections. Based on this range of implied enterprise values, Innovid’s estimated net cash (calculated as cash and cash equivalents less total debt) as of November 18, 2024, and the number of fully diluted shares of Innovid Common Stock, in each case as provided by Innovid’s management, this analysis indicated a range of implied equity values per share of Innovid Common Stock of $2.15 to $4.42, compared to the Per Share Price of $3.15 per share of Innovid Common Stock.

Although none of the target companies or businesses reviewed in the selected transactions analysis is directly comparable to Innovid and none of the selected transactions is directly comparable to the Merger, Evercore selected these transactions because they involve companies or businesses that Evercore, in its professional judgment and experience, considered generally relevant to Innovid for purposes of its financial analyses. In evaluating the selected transactions, Evercore made judgments and assumptions with regard to general business, economic and market conditions and other factors existing at the time of the selected transactions, and other matters, as well as differences in financial, business and operating characteristics and other factors relevant to the target companies or businesses in the selected transactions. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments regarding many factors that could affect the relative values of the target companies or businesses in the selected transactions and the multiples derived from the selected transactions. Mathematical analysis, such as determining the mean or median, is not in itself a meaningful method of using the data of the selected transactions.

Evercore also noted certain other factors, which were not considered material to its financial analyses with respect to its opinion, but were referenced for informational purposes only, including, among other things, the following:

Evercore reviewed historical trading prices of shares of Innovid Common Stock during the twelve-month period ended November 19, 2024, noting that the low and high closing prices during such period ranged from $1.28 to $2.50 per share of Innovid Common Stock, respectively.

Evercore reviewed selected public market trading price targets for the shares of Innovid Common Stock prepared and published by equity research analysts that were publicly available as of November 19, 2024. These price targets reflect analysts’ estimates of the future public market trading price of the shares of Innovid Common Stock at the time the price target was published. As of November 19, 2024, the range of selected equity research analyst price targets per share of Innovid Common Stock was $2.25 to $3.00. Public market trading price targets published by equity research analysts do not necessarily reflect current market trading prices for the shares of Innovid Common Stock and these target prices and the analysts’ earnings estimates on which they were based are subject to risk and uncertainties, including factors affecting the financial performance of Innovid and future general industry and market conditions.

Using publicly available information, Evercore reviewed 16 SPAC transactions and announced bids for control of U.S. public targets with an aggregate transaction value between $46 million and $4.6 billion announced since 2018 through 2024. Using publicly available information, Evercore calculated the premiums paid as the percentage by which the per share consideration paid or proposed to be paid in each such transaction exceeded the closing market prices per share of the target companies one day, thirty days and sixty days prior to announcement of each transaction.

The analysis indicated the following:

Based on the results of this analysis and its professional judgment and experience, Evercore applied a premium range of 25.0% to 80.0% to the closing price per share of Innovid Common Stock of $1.71 as of November 19, 2024. This analysis indicated a range of implied equity values per share of Innovid Common Stock of $2.14 to $3.08, compared to the Per Share Price of $3.15 per share of Innovid Common Stock.

The foregoing summary of Evercore’s financial analyses does not purport to be a complete description of the analyses or data presented by Evercore to the Innovid Board. In connection with the review of the Merger by the Innovid Board, Evercore performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary described above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Evercore’s opinion. In arriving at its fairness determination, Evercore considered the results of all the analyses and did not draw, in isolation, conclusions from or with regard to any one analysis or factor considered by it for purposes of its opinion. Rather, Evercore made its determination as to fairness on the basis of its professional judgment and experience after considering the results of all the analyses. In addition, Evercore may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis or combination of analyses described above should not be taken to be the view of Evercore with respect to the actual value of the shares of Innovid Common Stock. Rounding may result in total sums set forth in this section not equaling the total of the figures shown.

Evercore prepared these analyses for the purpose of providing an opinion to the Innovid Board as to the fairness, from a financial point of view, of the Per Share Price to the holders of shares of Innovid Common Stock (other than holders of Owned Company Shares or Dissenting Shares). These analyses do not purport to be appraisals or to necessarily reflect the prices at which the business or securities actually may be sold. Any estimates contained in these analyses are not necessarily indicative of actual future results, which may be significantly more or less favorable than those suggested by such estimates. Accordingly, estimates used in, and the results derived from, Evercore’s analyses are inherently subject to substantial uncertainty, and Evercore assumes no responsibility if future results are materially different from those forecasted in such estimates.

Evercore’s financial advisory services and its opinion were provided for the information and benefit of the Innovid Board (in its capacity as such) in connection with its evaluation of the proposed Merger. The issuance of Evercore’s opinion was approved by an Opinion Committee of Evercore.

Evercore did not recommend any specific amount of consideration to the Innovid Board or Innovid’s management or that any specific amount of consideration constituted the only appropriate consideration in the Merger for the holders of Innovid Common Stock.

Pursuant to the terms of Evercore’s engagement letter with Innovid, Innovid, has agreed to pay Evercore a fee for its services in the amount of approximately $8.9 million, of which $1.0 million was paid upon delivery of Evercore’s opinion, and the balance of which will be payable contingent upon consummation of the Merger. Innovid has also agreed to reimburse Evercore for its expenses and to indemnify Evercore against certain liabilities arising out of its engagement.

During the period from July 25, 2022 to the date of its opinion, Evercore and its affiliates have not been engaged to provide investment banking advisory and/or capital markets services to any of Innovid, Parent, ION Crossover Partners Ltd. and ION Asset Management (Israel) Ltd., a significant shareholder of Innovid (collectively, “ION”) for which Evercore has received any compensation. During the period from July 25, 2022 to the date of its opinion, Evercore and its affiliates have provided and are currently providing investment banking and financial advisory services and capital markets services to CVC, an affiliate of which indirectly controls Parent, and/or CVC’s affiliates or portfolio companies and received fees for the rendering of these services in the amount of approximately $82.0 million, and none of such fees were or are related to transactions with or involving Innovid or Parent. In addition, during the period from July 25, 2022 to the date of its opinion, Evercore and its affiliates have provided and are currently providing investment banking advisory services to TA Associates, with respect to which Parent is a portfolio company (“TA”), and/or TA’s affiliates or portfolio companies and received fees for the rendering of these services in the amount of approximately $1.2 million, and none of such fees were or are related to transactions with or involving Innovid or Parent. Evercore may provide financial advisory or other services to Innovid, Parent, ION, CVC or TA or any of their respective affiliates or portfolio companies in the future, and in connection with any such services Evercore may receive compensation.

Evercore and its affiliates engage in a wide range of activities for its and their own accounts and the accounts of customers, including corporate finance, mergers and acquisitions, equity sales, trading and research, private equity, placement agent, asset management and related activities. In connection with these businesses or otherwise, Evercore and its affiliates and/or its or their respective employees, as well as investment funds in which any of them may have a financial interest, may at any time, directly or indirectly, hold long or short positions and may trade or otherwise effect transactions for their own accounts or the accounts of customers, in debt or equity securities, senior loans and/or derivative products or other financial instruments of or relating to Innovid, Parent, potential parties to the Merger and/or any of their respective affiliates or persons that are competitors, customers or suppliers of Innovid or Parent.

Innovid engaged Evercore to act as a financial advisor based on Evercore’s qualifications, experience and reputation and Evercore’s familiarity with Innovid. Evercore is an internationally recognized investment banking firm and regularly provides fairness opinions to its clients in connection with mergers and acquisitions, leveraged buyouts and valuations for corporate and other purposes.

Other than from time to time in connection with Innovid’s regular earnings press releases and related investor materials, Innovid does not, as a matter of course, make public projections as to Innovid’s longterm future financial performance, due to, among other reasons, the uncertainty, unpredictability and subjectivity of the underlying assumptions and estimates. However, financial projections prepared by Innovid management were made available to the Innovid Board, Evercore and

potential counterparties to a strategic transaction. The financial projections are included in this proxy statement solely to give the Innovid Stockholders access to the information that was made available to the Innovid Board, Evercore and Parent. These financial projections are not included in this proxy statement to influence any Innovid Stockholder as to how to vote at the Special Meeting with respect to the Merger, or whether to seek appraisal rights with respect to their shares of Innovid Common Stock. By including the financial projections in this proxy statement, none of Innovid, Evercore or any of Innovid’s or Evercore’s representatives has made or makes any representation to any person regarding the information included in the financial projections or Innovid’s ultimate performance as compared to the information contained in the financial projections.

In June and July 2024, in connection with the Innovid Board’s evaluation of the June 2024 IOI, Innovid’s management prepared unaudited non-public prospective financial information of Innovid, on a standalone basis without giving effect to a prospective transaction, for fiscal year 2024 through fiscal year 2034 (the “10-Year Projections”). The portion of the 10-Year Projections for fiscal year 2024 through fiscal year 2026 (the “Bidder Projections”) was made available to potential counterparties to a strategic transaction, including Parent, as described in the section of this proxy statement captioned “The Merger—Background of the Merger.” The Bidder Projections exclude any potential synergies and integration expenses.

In addition to the assumptions and estimates discussed below, the Bidder Projections include the following assumptions and estimates of Innovid management:

These values and amounts were determined by Innovid management based on their experience and judgment and their expectations of Innovid’s operations as a standalone company.

The following table summarizes the Bidder Projections ($ in millions):

In October 2024, Innovid’s management updated, and provided to Parent on October 16, 2024, the 2024 fiscal year portion of the Bidder Projections (other than figures for gross profit, EBIT and capitalized software) to reflect

Innovid’s actual results for the first nine months of 2024 and Innovid management’s updated view with respect to the final three months of 2024 (the “October 2024 Projections”).

The following table summarizes the October 2024 Projections ($ in millions):

In November 2024, in connection with providing an update to Parent on Innovid’s expected fourth quarter financial results, Innovid’s management updated, and presented to Parent on November 20, 2024, the October 2024 Projections to reflect Innovid management’s updated view with respect to the final three months of 2024 (the “November 2024 Projections”).

The following table summarizes the November 2024 Projections ($ in millions):

From August 2024 through October 2024, in connection with the Innovid Board’s evaluation of potential strategic transactions, Innovid management updated the 2024 fiscal year portion of the 10-Year Projections to reflect Innovid’s actual results for the first nine months of 2024 and Innovid management’s updated view with respect to the final three months of 2024 (the “Fairness Opinion Projections” and collectively with the 10-Year Projections, Bidder Projections, the October 2024 Projections and the November 2024 Projections, the “Projections”).

The Fairness Opinion Projections were provided to the Innovid Board and were approved by the Innovid Board for use by Evercore in connection with its financial analyses and for the purpose of evaluating the fairness of the Per Share Price from a financial point of view. The Innovid Board used the Fairness Opinion Projections to assist in its decision-making process in determining whether to approve the Merger Agreement. Evercore used the Fairness Opinion Projections in connection with its financial analyses and in connection with the delivery of its opinion to the Innovid Board described in the section of this proxy statement captioned “The Merger—Fairness Opinion of Innovid’s Financial Advisor,” which is filed as Annex C to this proxy statement and incorporated herein by reference.

In addition to the assumptions and estimates discussed below, the Fairness Opinion Projections include the following assumptions and estimates of Innovid management:

These values and amounts (i) were determined by Innovid management based on their experience and judgment and their expectations of Innovid’s operations as a standalone company and (ii) were reviewed and approved by the Innovid Board for use by Evercore in connection with its financial analyses.

The following table summarizes the Fairness Opinion Projections ($ in millions):

In addition, solely for informational purposes, the following table summarizes certain select historical financial information for the fiscal years ended December 31, 2023, as set forth in, or derived from, Innovid’s annual report on Form 10-K for the fiscal year ended December 31, 2023 (such historical financial information, the “Historical Financials”) ($ in millions):