•] SHARES APPLOVIN CORPORATION COMMON STOCK, PAR VALUE $0.00003 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • March 22nd, 2021 • Applovin Corp • Services-computer programming, data processing, etc. • New York
APPLOVIN CORPORATION INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • March 22nd, 2021 • Applovin Corp • Services-computer programming, data processing, etc. • Delaware
This Investors’ Rights Agreement (this “Agreement”) is made and entered into as of August 15, 2018 by and among Applovin Corporation, a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor,” each of the stockholders listed on Schedule B hereto, each of whom is referred to herein as a “Key Holder,” and any holder of a Lender Warrant that becomes a party to this Agreement in accordance with Section 7.14 hereof.
EQUITY EXCHANGE RIGHT AGREEMENTEquity Exchange Right Agreement • March 22nd, 2021 • Applovin Corp • Services-computer programming, data processing, etc. • Delaware
THIS EQUITY EXCHANGE RIGHT AGREEMENT (this “Agreement”) is made and entered into as of March 16, 2021, by and between Applovin Corporation, a Delaware corporation (the “Company”), and Herald Chen (the “Executive”).
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. AMENDED AND RESTATED...Share Purchase Agreement • March 22nd, 2021 • Applovin Corp • Services-computer programming, data processing, etc. • Delaware
THIS AMENDED AND RESTATED SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of March 12, 2021 (the “Agreement Date”), by and among Applovin Corporation, a Delaware corporation (“Acquirer”), AppLovin Active Holdings, LLC, a Delaware limited liability company (“Holdco”), adjust GmbH, a German limited liability company (Gesellschaft mit beschränkter Haftung, GmbH) (the “Company”), the shareholders of the Company set forth on Schedule A (collectively, the “Shareholders”), and Spree Eternity GmbH, as agent for and on behalf of the Indemnifying Parties (the “Shareholders’ Agent”). Certain capitalized terms used herein are defined in Exhibit A.
AMENDMENT NO. 5Credit Agreement • March 22nd, 2021 • Applovin Corp • Services-computer programming, data processing, etc. • New York
WHEREAS, pursuant to that certain Series A Preferred Stock Purchase Agreement, dated as of July 13, 2018 (together with all exhibits, annexes, schedules and disclosure letters thereto, collectively, as modified, amended, supplemented or waived the “Purchase Agreement”), by and among, the Borrower and the Sponsor, the Borrower will issue shares of Series A Preferred Stock (the “Preferred Stock Financing”) to the Sponsor in exchange for at least $300.0 million (the “Minimum Equity Investment”);
DIRECTOR NOMINATIONS AGREEMENT OF APPLOVIN CORPORATIONDirector Nominations Agreement • March 22nd, 2021 • Applovin Corp • Services-computer programming, data processing, etc. • Delaware
This DIRECTOR NOMINATIONS AGREEMENT (as the same may be amended from time to time in accordance with its terms, the “Agreement”) is entered into as of March 16, 2021, by and among AppLovin Corporation, a Delaware corporation (the “Company”), and KKR Denali Holdings, L.P. (“Stockholder”).
EXCHANGE AGREEMENTExchange Agreement • March 22nd, 2021 • Applovin Corp • Services-computer programming, data processing, etc. • Delaware
THIS EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of March 16, 2021, by and between Applovin Corporation, a Delaware corporation (the “Company”), and stockholders of the Company listed on Schedule A hereto (collectively, “Exchange Stockholders”).
