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”).
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
