REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 30th, 2020 • Thoma Bravo Advantage • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among Thoma Bravo Advantage, a Cayman Islands exempted company (the “Company”), Thoma Bravo Advantage Sponsor, LLC, a Cayman Islands limited liability company (the “Sponsor”, and together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively, the “Holders”).
THOMA BRAVO ADVANTAGE 90,000,000 Units1 UNDERWRITING AGREEMENTUnderwriting Agreement • December 30th, 2020 • Thoma Bravo Advantage • Blank checks • New York
Thoma Bravo Advantage, a Cayman Islands exempted company (the “Company”), proposes to issue and sell to you and, as applicable, to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as Representative (the “Representative”), an aggregate of 90,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 10,000,000 additional Units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). Certain capitalized terms used in this Agreement and not otherwise defined are defined in Section 22 hereof.
Thoma Bravo Advantage Chicago, Illinois 60606Thoma Bravo Advantage • December 30th, 2020 • Blank checks • New York
This agreement (this “Agreement”) is entered into as of November 6, 2020 by and between Thoma Bravo Advantage Sponsor, LLC, a Cayman Islands limited liability company (the “Subscriber” or “you”), and Thoma Bravo Advantage, a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscribe for and purchase 28,750,000 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 3,750,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company do not fully exercise their over-allotment option (the “Overallotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • December 30th, 2020 • Thoma Bravo Advantage • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among Thoma Bravo Advantage, a Cayman Islands exempted company (the “Company”) and Thoma Bravo Advantage Sponsor, LLC, a Cayman Islands limited liability company (the “Purchaser”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 20th, 2021 • Thoma Bravo Advantage • Blank checks • New York
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of January 14, 2021 between Thoma Bravo Advantage, a Cayman Islands exempted company (the “Company”), and Les Brun (“Indemnitee”).
Thoma Bravo Advantage Chicago, Illinois 60606Letter Agreement • January 20th, 2021 • Thoma Bravo Advantage • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Thoma Bravo Advantage, a Cayman Islands exempted company, (the “Company”) and Citigroup Global Markets Inc., as representatives (the “Representatives”) of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 90,000,000 of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”). The Ordinary Shares will be sold in the Public Offering pursuant to a registration statement on Form S-1 and a prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”). Certain capitalized terms used herein are defined in paragraph 1 hereof.
THOMA BRAVO ADVANTAGE 90,000,000 Class A Ordinary Shares1 UNDERWRITING AGREEMENTThoma Bravo Advantage • January 7th, 2021 • Blank checks • New York
Thoma Bravo Advantage, a Cayman Islands exempted company (the “Company”), proposes to issue and sell to you and, as applicable, to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as Representative (the “Representative”), an aggregate of 90,000,000 Class A ordinary shares, par value $0.0001 per share of the Company (the “Ordinary Shares”) (said Ordinary Shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 10,000,000 additional Ordinary Shares to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). Certain capitalized terms used in this Agreement and not otherwise defined are defined in Section 22 hereof.
WARRANT AGREEMENT THOMA BRAVO ADVANTAGE and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2021Warrant Agreement • December 30th, 2020 • Thoma Bravo Advantage • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated [●], 2021, is by and between Thoma Bravo Advantage, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 20th, 2021 • Thoma Bravo Advantage • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 14, 2021 by and between Thoma Bravo Advantage, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 30th, 2020 • Thoma Bravo Advantage • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between Thoma Bravo Advantage, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 20th, 2021 • Thoma Bravo Advantage • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 14, 2021, is made and entered into by and among Thoma Bravo Advantage, a Cayman Islands exempted company (the “Company”), Thoma Bravo Advantage Sponsor, LLC, a Cayman Islands limited liability company (the “Sponsor”), and together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively, the “Holders”).
THOMA BRAVO ADVANTAGE 90,000,000 Class A Ordinary Shares1 UNDERWRITING AGREEMENTAgreement • January 20th, 2021 • Thoma Bravo Advantage • Blank checks • New York
Thoma Bravo Advantage, a Cayman Islands exempted company (the “Company”), proposes to issue and sell to you and, as applicable, to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as Representative (the “Representative”), an aggregate of 90,000,000 Class A ordinary shares, par value $0.0001 per share of the Company (the “Ordinary Shares”) (said Ordinary Shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 10,000,000 additional Ordinary Shares to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). Certain capitalized terms used in this Agreement and not otherwise defined are defined in Section 22 hereof.
PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • January 20th, 2021 • Thoma Bravo Advantage • Blank checks • New York
THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT, dated as of Janaury 14, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among Thoma Bravo Advantage, a Cayman Islands exempted company (the “Company”) and Thoma Bravo Advantage Sponsor, LLC, a Cayman Islands limited liability company (the “Purchaser”).
AGREEMENT AND PLAN OF MERGER by and among IRONSOURCE LTD., SHOWTIME CAYMAN, SHOWTIME CAYMAN II, and THOMA BRAVO ADVANTAGE dated as of March 20, 2021Agreement and Plan of Merger • March 22nd, 2021 • Thoma Bravo Advantage • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of March 20, 2021, by and among Thoma Bravo Advantage, a Cayman Islands exempted company (“SPAC”), Showtime Cayman, a Cayman Islands exempted company and wholly-owned subsidiary of the Company (“Merger Sub”), Showtime Cayman II, a Cayman Islands exempted company and wholly-owned subsidiary of the Company (“Merger Sub II”) and ironSource Ltd., a company organized under the laws of the State of Israel (the “Company”). SPAC, Merger Sub, Merger Sub II and the Company are collectively referred to herein as the “Parties” and individually as a “Party.”
FORM OF INVESTMENT AGREEMENTPurchase and Sale Agreement • March 22nd, 2021 • Thoma Bravo Advantage • Blank checks • Delaware
This INVESTMENT AGREEMENT (this “Agreement”) is entered into on March 20, 2021 by and between ironSource Ltd., a company organized under the laws of the State of Israel (the “Company”), and the subscriber party set forth on the signature page hereto (“Subscriber”).
SECOND AMENDED AND RESTATED SHAREHOLDERS RIGHTS AGREEMENTShareholders Rights Agreement • March 22nd, 2021 • Thoma Bravo Advantage • Blank checks
THIS SECOND AMENDED AND RESTATED SHAREHOLDERS RIGHTS AGREEMENT (this “Agreement”) is made as of this 20th day of March, 2021 by and among ironSource Ltd., an Israeli company (the “Company”), the shareholders listed on Schedule A hereto, including shareholders who have become party hereto from time to time hereafter with the consent of the Company upon execution of the Joinder set forth in Annex A hereto and whose names will be added to an updated version of such Schedule A (the “Investors”) and the persons listed on Schedule B hereto (the “Founders”).
Thoma Bravo AdvantageThoma Bravo Advantage • January 20th, 2021 • Blank checks • New York
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Thoma Bravo Advantage (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Thoma Bravo Advantage Sponsor, LLC (the “Sponsor”) shall take steps directly or indirectly to make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at 150 N. Riverside Plaza, Suite 2800, Chicago, Illinois 60606 (or any successor location). In exchange therefore, the Company shall pay the Sponsor a sum of up to $10,000 per month commencing on the Effective Date a
Re: Company Shareholder Support AgreementLetter Agreement • March 22nd, 2021 • Thoma Bravo Advantage • Blank checks • Delaware
This letter agreement (this “Shareholder Agreement”) is being delivered to Thoma Bravo Advantage, a Cayman Islands exempted company (“SPAC”), and ironSource Ltd., a company organized under the laws of the State of Israel (the “Company”), in accordance with that certain Agreement and Plan of Merger, dated as of the date hereof, by and among SPAC, the Company, and the other parties thereto (the “Merger Agreement”) and the transactions contemplated thereby or relating thereto (including the PIPE Financing, the “Business Combination”) by the undersigned Company Shareholders (each, a “Shareholder” and collectively, the “Shareholders”). Certain capitalized terms used herein are defined in Section 11 hereof. Capitalized terms used but not otherwise defined herein have the respective meanings ascribed to such terms in the Merger Agreement.
March 20, 2021Letter Agreement • March 22nd, 2021 • Thoma Bravo Advantage • Blank checks • Delaware
This letter agreement (this “Sponsor Agreement”) is being delivered to Thoma Bravo Advantage, a Cayman Islands exempted company (“SPAC”), and ironSource Ltd., a company organized under the laws of the State of Israel (the “Company”), in accordance with that certain Agreement and Plan of Merger, dated as of the date hereof, by and among SPAC, the Company, and the other parties thereto (the “Merger Agreement”) and the transactions contemplated thereby or relating thereto (including the PIPE Financing, the “Business Combination”) and hereby amends and restates in its entirety that certain letter, dated January 14, 2021, from Thoma Bravo Advantage Sponsor, LLC, a Cayman Islands limited liability company (the “Sponsor”), and the undersigned individuals, each of whom is a member of SPAC’s board of directors (the “SPAC Board”) or management team (each, an “Insider” and collectively, the “Insiders”), to SPAC (the “Prior Letter Agreement”). Certain capitalized terms used herein are defined in S
