CREDIT AGREEMENTCredit Agreement • March 7th, 2023 • Tremor International Ltd. • Services-computer programming, data processing, etc. • New York
This CREDIT AGREEMENT is entered into as of September 12, 2022, among UNRULY GROUP US HOLDING INC., a Delaware corporation (the “Borrower”), UNRULY HOLDINGS LIMITED, a private limited company organized under the laws of the United Kingdom (“Holdings”), TREMOR INTERNATIONAL LTD., a company organized under the laws of the State of Israel (the “Parent”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), each L/C Issuer party hereto and ROYAL BANK OF CANADA (“RBC”), as Administrative Agent and Collateral Agent.
SHARE AND ASSET PURCHASE AGREEMENT by and among TREMOR INTERNATIONAL LTD., UNRULY GROUP US HOLDING INC., UNRULY MEDIA PTY LTD. UNRULY MEDIA PTE LTD., AMOBEE GROUP PTE. LTD., and AMOBEE, INC., Dated as of July 25, 2022Draft Agreement • March 7th, 2023 • Tremor International Ltd. • Services-computer programming, data processing, etc. • Delaware
THIS SHARE AND ASSET PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of July 25, 2022 by and among Tremor International Ltd., a company organized under the laws of the State of Israel (the “Asset Buyer”), Unruly Group US Holding Inc., a company organized under the laws of the State of Delaware (the “US Share Buyer”), Unruly Media Pty Ltd., a company organized under the laws of Australia (the “AZ Share Buyer”), Unruly Media Pte Ltd., a company organized under the laws of Singapore (the “Pte Share Buyer”, and together with the US Share Buyer and AZ Share Buyer, the “Share Buyers”, and the Share Buyers together with Asset Buyer, the “Buyers”), Amobee, Inc., a company organized under the laws of the State of Delaware (the “Asset Seller”), and Amobee Group Pte. Ltd., a company organized under the laws of Singapore (the “Share Seller”, and together with the Asset Seller, collectively, the “Sellers”) and the sole shareholder of each of (i) the Asset Seller, (ii) Amobee ANZ Pt
