AGREEMENT AND PLAN OF MERGER by and among IRONSOURCE LTD., SHOWTIME CAYMAN, SHOWTIME CAYMAN II, and THOMA BRAVO ADVANTAGE dated as of March 20, 2021Merger Agreement • March 26th, 2021 • ironSource LTD • Services-computer processing & data preparation • 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.”
SECOND AMENDED AND RESTATED SHAREHOLDERS RIGHTS AGREEMENTShareholder Agreements • March 26th, 2021 • ironSource LTD • Services-computer processing & data preparation
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”).
