ironSource SPAC Presentation Deck

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#1IM IS ironSource A leading business platform empowering content creators to prosper in the app economy COMPANY PRESENTATION MARCH 2021 Monetize Moble Parm pslator.com Reve Dashboard $528K $2394- Mar 10, 2019-Mar 29, 2018 O 12 Venters Total revenue: $1518349 Powded Video Burne W $3,7481 BOX $582K se ***************** 12³K Aplications O 28.9M $19,394+ SPONS Apps e $98.394- 29,205-Jun 29, 2009 Nov 23,2018 hooker bobbe &Triends: Cat Le Simulator Mant 912432505 63743 Bobbie & Friends Cat Life Sinution#2Disclaimer About this Presentation This investor presentation (this "Presentation") is for informational purposes only to assist interested parties making their own evaluation with respect to the proposed business combination (the "Proposed Business Combination") between Thoma Bravo Advantage ("TBA") and ironSource Ltd. (the "Company" or "ironSource") and for no other purpose. The information contained herein does not purport to be all-inclusive and none of TBA, the Company or their respective affiliates makes any representation or warranty, express or implied, as to the accuracy, completeness reliability of the information contained in this Presentation. Viewers of this presentation should make their own evaluation of the Company and of the relevance and accuracy of the information and should make such other investigations as they deem necessary. This Presentation does not constitute (1) a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Proposed Business Combination or (ii) an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase any security of TBA, the Company, or any of their respective affiliates, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made expect by means of a prospectus meeting the requirements of the U.S. Securities Act of 1933, as amended (the "Securities Act"). You should not construe the contents of this Presentation as legal, tax, accounting or investment advice or a recommendation. You should consult your own counsel and tax and financial advisors as to legal and related matters concerning the matters described herein, and, by accepting this Presentation, you confirm that you are not relying upon the information contained herein to make any decision. The distribution of this Presentation may also be restricted by law and persons into whose possession this Presentation comes should inform themselves about and observe any such restrictions. The recipient acknowledges that it is (a) aware that the United States securities laws prohibit any person who has material, non-public information concerning a company from purchasing or selling securities of such company or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities, and (b) familiar with the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the "Exchange Act"), and that the recipient will neither use, nor cause any third party to use, this Presentation or any information contained herein in contravention of the Exchange Act, including, without limitation, Rule 10b-5 thereunder. This Presentation and information contained herein constitutes confidential information and is provided to you on the condition that you agree that you will hold it in strict confidence and not reproduce, disclose, forward or distribute it in whole or in part without the prior written consent of TBA and the Company and is intended for the recipient hereof only. Neither the Company nor any recipient of this Presentation will be an investment advisory client of Thoma Bravo; recipients must consult their own advisors for investment advice, and investment performance of Thoma Bravo presented herein is for illustrative purposes only, to indicate the experience of relevant Thoma Bravo personnel working in the Company's industry. Forward Looking Statements Certain statements this Presentation may be considered "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events or TBA's or the Company's future financial or operating performance. For example, projections of future Adjusted EBITDA and other metrics are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expect", "intend", "will", "estimate", "anticipate", "believe", "predict", "potential" or "continue", or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by TBA and its management, and the Company and its management, as the case may be, are inherently uncertain. Nothing in this Presentation should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Neither TBA nor the Company undertakes any duty to update these forward-looking statements. Non-GAAP Financial Measures This Presentation includes certain financial measures not presented in accordance with generally accepted accounting principles ("GAAP") including, but not limited to, Adjusted EBITDA and certain ratios and other metrics derived there from. These non-GAAP financial measures are not measures of financial performance in accordance with GAAP and may exclude items that are significant in understanding and assessing the Company's financial results. Therefore, these measures should not be considered in isolation or as an alternative to net income, cash flows from operations or other measures of profitability, liquidity or performance under GAAP. You should be aware that the Company's Presentation of these measures may not be comparable to similarly-titled measures used by other companies. The Company believes these non-GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to the Company's financial condition and results of operations. The Company believes that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends in and in comparing the Company's financial measures with other similar companies, many of which present similar non-GAAP financial measures to investors. These non-GAAP financial measures are subject to inherent limitations as they reflect the exercise of judgments by management about which expense and income are excluded or included in determining these non-GAAP financial measures. Please refer to footnotes where presented on each page of this Presentation or to the appendix found at the end of this Presentation for a reconciliation of these measures to what the Company believes are the most directly comparable measure evaluated in accordance with GAAP. This Presentation also includes certain projections of non-GAAP financial measures. Due to the high variability and difficulty in making accurate forecasts and projections of some of the information excluded from these projected measures, together with some of the excluded information not being ascertainable or accessible, the Company is unable to quantify certain amounts that would be required to be included in the most directly comparable GAAP financial measures without unreasonable effort. Consequently, no disclosure of estimated comparable GAAP measures is included and no reconciliation of the forward-looking non-GAAP financial measures is included. Certain monetary amounts, percentages and other figures included in this Presentation have been subject to rounding adjustments. Certain other amounts appear in this Presentation may not sum due to rounding. Use of Projections This Presentation contains financial forecasts with respect to the Company's projected financial results, including Revenue and Adjusted EBITDA, for the Company's fiscal years 2021 through 2022. The Company's independent auditors have not audited, reviewed, compiled or performed any procedures with respect to the projections for the purpose of their inclusion in this Presentation, and accordingly, they did not express an opinion or provide any other form of assurance with respect thereto for the purpose of this Presentation. These projections should not be relied upon as being necessarily indicative of future results. The assumptions and estimates underlying the prospective financial information are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information. Accordingly, there can be no assurance that the prospective results are indicative of the future performance of the Company or that actual results will not differ materially from those presented in the prospective financial information. Inclusion of the prospective financial information in this Presentation should not be regarded as a representation by any person that the results contained in the prospective financial information will be achieved. Industry and Market Data In this Presentation, TBA and the Company rely on and refer to certain information and statistics obtained from third-party sources which they believe to be reliable, including independent industry reports from App Annie, AppsFlyer, Apptopia, eMarketer, Newzoo, Omdia and Sensor Tower. Neither TBA nor the Company independently verified the accuracy or completeness of any such third-party information. Additional Information The Company intends to file with the SEC a proxy statement / prospectus on Form F-4 relating to the Proposed Business Combination, which will be mailed to TBA's shareholders once definitive. This Presentation does not contain all the information that should be considered concerning the Proposed Business Combination and is not intended to form the basis of any investment decision or any other decision in respect of the Proposed Business Combination. TBA's shareholders and other interested persons are advised to read, when available, the preliminary proxy statement / prospectus and the amendments thereto and the proxy statement / prospectus and other documents filed in connection with the Proposed Business Combination, as these materials will contain important information about the Company, TBA and the Proposed Business Combination. When available, the proxy statement/prospectus and other relevant materials for the Proposed Business Combination will be mailed to shareholders of TBA as of a record date to be established for voting on the Proposed Business Combination. Shareholders will also be able to obtain copies of the preliminary proxy statement / prospectus, the definitive proxy statement /prospectus and other documents filed with the SEC, without charge, once available, at the SEC's website www.sec.gov, or by directing a request to ironSource at ironSource Ltd., 121 Menachem Begin Street, Tel Aviv 6701203, Israel or to TBA at Thoma Bravo Advantage, 150 N. Riverside Plaza, Suite 2800, Chicago, Illinois 60606. Participants in the Solicitation TBA and its directors and executive officers may be deemed participants in the solicitation of proxies from TBA's shareholders with respect to the Proposed Business Combination. A list of the names of those directors and executive officers and a description of their interests in TBA is contained in TBA's Registration Statement on Form S-1, as effective on January 14, 2021, which was filed with the SEC and is available free of charge at the SEC's web site at www.sec.gov, or by directing a request to TBA at Thoma Bravo Advantage, 150 N. Riverside Plaza, Suite 2800, Chicago, Illinois 60606. Additional information regarding the interests of such participants will be contained in the proxy statement / prospectus for the Proposed Business Combination when available. The Company and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the shareholders of TBA in connection with the Proposed Business Combination. A list of the names of such directors and executive officers and information regarding their interests in the Proposed Business Combination will be included in the proxy statement / prospectus for the Proposed Business Combination when available. Private Placement The PIPE financing described herein has not been and will not be registered under the Securities Act, or any applicable state securities laws. This Presentation is being furnished solely in reliance on applicable exemptions from the registration requirements under the Securities Act. If the Proposed Business Combination and sold only to "qualified institutional buyers" (as defined in Rule 144A under the Securities Act) and institutional "accredited investors" (as defined Rule 501(a)(1), (2), (3) or (7) promulgated under the Securities Act) upon the consummation of the Proposed Business Combination. This presentation does not constitute securities that shall constitute the PIPE financing described herein, nor shall there be any offer, solicitation, or sale of any such securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful. Before you invest you should undertake your own diligence regarding the Proposed Business Combination. Trademarks The Company has proprietary rights to trademarks used i this presentation that are important to its business, many of which are registered under applicable intellectual property laws. This presentation also contains trademarks, trade names and service marks of other companies, which are the property of their respective owners. Solely for convenience, trademarks, trade names and service marks referred to in this presentation may appear without the ®, TM or SM symbols, but such references are not intended to indicate, in any way, that the Company will not assert, to the fullest extent permitted under applicable law, its rights or the right of the applicable licensor to these trademarks, trade names and service marks. The Company. does not intend our use r display of other parties' trademarks, trade names r service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of us by, any other parties. iS ironSource entered into, the PIPE financing will be offered offer to sell or a solicitation of an offer buy the Confidential 2#3iS ironSource is ironSource Tomer Bar-Zeev CEO, Co-Founder Omer Kaplan CRO, Co-Founder Assaf Ben Ami CFO Arnon Harish President, Co-Founder THOMABRAVO Orlando Bravo Founding Partner Robert Sayle Partner Confidential 3#4iS ironSource Proven track record of building and scaling businesses in the app economy IS ironSource Tomer Bar-Zeev CEO, Co-Founder 2010 FOUNDED $332M REVENUE 2020 83% Y/Y REVENUE GROWTH³ $104M ADJUSTED EBITDA 2020 750+ EMPLOYEES³ 50%+ R&D EMPLOYEES³ 149% DOLLAR-BASED NET EXPANSION RATE 2020¹ 291 CUSTOMERS CONTRIBUTING MORE THAN $100K IN REVENUE 2020² 94% OF REVENUE FROM CUSTOMERS THAT ARE CONTRIBUTING MORE THAN $100K IN ANNUAL REVENUE2,3 ¹ Dollar-based net expansion rate is defined as revenue for a certain period of time from a set of customers for that same period divided by revenue from a prior period for the same set of customers. 2 Customers contributing more Confidential 4 than $100,000 of annual revenue as customers that have contributed more than $100,000 of our revenue in the trailing 12 months. 3 As of December 31, 2020.#5Everything Everything 6.7B DEVICES GLOBALLY¹ ES ironSource is mobile mobile is apps 4.3hrs PER DAY ON MOBILE² Messenger 140B APPS DOWNLOADED GLOBALLY IN 2020³ 22 Facebook ¹ Omdia, as of December 31, 2020 - Connected devices database; core connected devices. 2 eMarketer estimate for the average adult in the U.S. as of December 31, 2020 - US time spent; lockdowns augment gains in time spent with mobile devices; ³ Sensor Tower. S 67 Å App Store Emak Puzzle! Google Calendar WhatsApp 800 600 0 Ang Hans 5:127 31 CALL-BUTY Notes 20 Photos Tik Tok Candy Crush Aft Cr Reminders Join Clash Invincible Hero 83% OF DEVICE TIME IN APPS² Ch Confidential 5#6What apps are we really using? IS ironSource Social DOJ & Din DABX FOJE 1 Source: Newzoo Research - Global Games Market Report CALL-DUTY 6 Games $76B MOBILE GAMING MARKET IN 2020¹ Confidential 6#7Video games were only for gamers ES ironSource 2.6B MOBILE GAMERS WORLDWIDE IN 2020¹ 1 Source: Newzoo Research - Global Games Market Report START Classic nomais PLUS 900uc 70ME-BANK Mobile games are for everyone Confidential 7#8The booming game category is being fueled by innovative tech platforms ES ironSource ES ironSource Google FACEBOOK ←unity Confidential 8#9ironSource powers the fast-growing mobile game category ironSource is one of the top independent platforms for game developers¹ The ironSource platform is used by 90% of the top 20 most downloaded games² IS ironSource Google Ads Google Ads 3 IS ironSource ironSource FACEBOOK Facebook Ads unity Ads Unity 1 2 3 4 5 6 7 8 9 10 Among Us! InnerSloth Roof Rails Voodoo Sushi Roll 3D SayGames Project Makeo... Magic Tavern ROBLOX Roblox Imposter Solo... IEC Games Shortcut Run Voodoo Match 3D Loop Games... Chat Master Supersonic Acrylic Nails Crazy Labs ¹ Source: Appsflyer. Power ranking of app growth solutions (H1 2020). 2 Source: App Annie. Top 20 downloaded games (December 2020) is is is is is is is is 11 12 13 14 15 16 17 18 19 20 5 CALL-DUTY A4T Stacky Dash Supersonic Object Hunt Kwalee Call of Duty: M... Activision Pu... Scribble Rider Voodoo Subway Surfers Sybo Magic Tiles 3 Amanotes Water Sort Puz... IEC Join Clash 3D Supersonic Tangle Master... Zynga Nail Salon 3D Lion Studios is IS IS is IS is is is is is Confidential 9#10Our approach to the mobile app economy - serving the main constituents App Developers ARISTOCRAT ACTIVISION GAMELOFT User Growth playrix SYBO iS ironSource Monetization 10th 0 C Mobile Platform https://platform.ironsrc.com Today $2,394 ↑ Total revenue: $1,518,349 Ⓒ Rewarded Video Banner 95K GSK 45K 30K 15K Nov 17, 2019 Apps Analytics Nov 19, 2018 Yesterday $3,748 ↑ Nov 21, 2019 Last 7 days $ 19,394 → Creative Management Nov 23, 2019 Nov 25, 2019 IS ironSource Platform This month $ 98,394 ↑ Jun 20, 2020 - Jun 29, 2020 Nov 27, 2010 Search Publishing Nov 29, 2019 Q Linkedin #42 O : Waze 4.3 FREE FREE User Instagram 45 M (o 4 12:30 eBay ebay 4.4 □ FREE FREE The Weather NEXT > Engagement Telecom Operators orange boostmobile™ SAMSUNG Ovodafone Device Management Confidential 10#11One platform with a comprehensive set of solutions, operating at scale PLATFORM SOLUTION SUITE SOLUTIONS IS ironSource User Growth ¹ As of December 31, 2020 ironSource Sonic FOR APP DEVELOPERS Monetization IS ironSource Platform Analytics Creative Management Publishing 2.3B MONTHLY ACTIVE USERS¹ User ironSource Aura FOR TELECOM OPERATORS Engagement Device Management Analytics Confidential 11#12Eyal CSO, Co-Founder ME Melissa VP Marketing Omer CRO, Co-Founder Unique, founder-led team Assaf CFO 24 Dana VP People Tomer CEO, Co-Founder Dalia General Counsel Arnon President, Co-Founder Avi VP Finance Tamir COO, Co-Founder#13IS ironSource Sonic FOR APP DEVELOPERS Omer Kaplan CRO, Co-Founder Monetize $528K Revenue $582K Revenue Applications 26 Mar 29, 2019 28 121K DAU 30 02 C https://platform.ironsec.com x BOK 40K 28.9M ARPOAU 20K Mobile Plattform Q Todity $2,394 + Total revenue: $1,518,349 Rewarded Video Banner Nov 17, 2018 Apps 1 Apps Now 11.2019 Yesterday $3,748 + Bobbie & Friends: Cat Life Simulator Bobbie & Friends: Cat Life Simulator Chocolate Chip Cookie Game Nov 21, 2018 Appkey 9724a805 6374a8d 6374aad Ad units Last 7 days $19,394 → Nov 23, 2019 6565 Revenue $2,932 $8.931 $2.932 Now 25, 2018 DAU 119.934 120.938 119.934 This month $98,394 + Search Don 12.48% 24.5% Jun 29, 2020-Jun 29, 2020 12.48% DT Retention 9.97% 3.53% Nov 29, 2018 9.97% a#14Games grow through promoting their content on other games iS ironSource 23 ENT CrapBag85 45 PANDA DRAW EASON 5 BATTLE PASS STORE ] Chunky2018: Quick Team- €8% CLAN LOADOUT .D. LEADERBOARD Demo INVENTORY Ö 13,671 TIER 36 6,840 Steel Legion 100/200 RANKED MATCH MULTIPLAYER BATTLE ROYALE RUST FEATURED Confidential 14#15How we turn games into businesses iS ironSource 1 Grow User Base 4 Create Re-Invest ironSource Sonic 2 Drive Revenue 3 Analyze & Optimize Confidential 15#16SOLUTIONS PRODUCTS Comprehensive solutions for the app growth cycle User Growth Campaign Management Cross Promotion ROAS Automation iS ironSource Monetization Mediation Network A/B Testing Segmentation Analytics App Analytics Ad Quality Cohort Reports Creative Analytics Creative Management Creative Workflow Management Automated Creative Production Publishing Marketability Testing Cross Platform UA Management Game Management Grow User Base Re-Invest ironSource Sonic Drive Revenue 3 Analyze & Optimize Confidential 16#17Powering the first free-to-play Call of Duty: Mobile game dangen EVENTS 138 Détente WINTER WAR R LIMITED TIME OFFER STORE FREE WATCH iS ironSource NEW Tap Here to View Chat Logs (1/4)BR-RANKED !!! LOADOUT JOIN .D. LEADERBOARD 780 LINK TO SOCIAL ACCOUNT Mropon 10.9% ¹ TEAM UP C52.3 ARSENAL M 200 S8 RANKED MATCH BATTLE PASS M MULTIPLAYER BATTLE ROYALE 10/10 FEATURED 24/12/2020 Test Group 25/12/2020 26/12/2020 +~15% 27/12/2020 28/12/2020 Control Group 29/12/2020 1/1/2021 30/12/2020 31/12/2020 2/1/2021 Used our Mediation and A/B Testing solutions to increase their ARPDAU by ~15% 3/1/2020 ACTIVISION INTEGRATED SOLUTIONS User Growth Monetization Analytics Creative Publishing 2 Confidential 17#18Fueling user growth in Candy Crush Saga 0/15 iS ironSource O 0/10 520 Note: Metrics as of Nov 15 - Jan 15 6% Oct 24% Nov 58% Dec 60% Jan ROAS AUTOMATION: ADOPTION RATE 69% Feb King INTEGRATED SOLUTIONS User Growth Monetization Analytics Creative Publishing 2 Confidential 18#19Publishing Join Clash for bigger and better results App Store position by most downloaded 0 -50 100 150 200 3/15/2020 APP ANNIE iS ironSource Best Position: 74 Switched to publishing 3/22/2020 Best Position: 6 ¹ Cumulative of Join Clash and Join Clash 3D 3/29/2020 190M DOWNLOADS TO DATE¹ "Even though we had our own skilled UA and ad monetization teams, we still felt we could achieve bigger and better results in the long term by working together." - Evgeniy Sidorov, Lead Game Producer at Freeplay, Developer of Join Clash INTEGRATED SOLUTIONS User Growth Monetization Analytics Creative Publishing Confidential 19#20Productizing the publishing process to generate hit games at scale 19 Games published using Supersonic solution in 2020 Join Clash Games Flick Chess Games Sort It 3D Games Web Hero Games Wheel Scale! Games IS ironSource Source: App Annie Stacky Dash Games Skater Race Games Samurai Flash Games 8? Chat Master Games Invincible Hero Games Lucky Basket Games Hide 'N Seek! Games Love Pins Games 3 Idle Success Games Emoji Puzzle! Games Gong Balls Games Basketball Roll Games Stack Rider Games. Bead Sort Games 14 Reached Top 10 Most Downloaded over the course of 2020 10M Daily Active Users as of the end of 2020 Confidential 20#21Why we win Platform of choice Full suite of solutions across the app growth cycle iS ironSource Sticky platform Revenue model tied to customer success Land-and-expand platform Customer re-investment in future growth Unique combination Only platform to offer both in-app and on-device distribution Confidential 21#22IS ironSource Aura FOR TELECOM OPERATORS Arnon Harish President, Co-Founder Essentials ★44 Pinterest ★47 P 0 FREE FREE ✓ in LinkedIn Waze □ ů FREE 0 C TikTok 15 Wish ☐ FREE *4.7 Mobile Platform https://platform.ironsic.com Overview 12:30esdays FREE The Weather Channel NEXT > 257 sions pletions Apps 8% 2 Apr + Add Filter 12,669 Downloads 4 Apr 8% Total Revenue 8,320 Launches Apr $2.0M This month. 2% 10 Apr is ironSource Aura Version 3.14.3-1 Powered by ondource 2000 Tms and Pracy P $10.5M This quarter 65.7% Launch Rate 12 Apr 8% A 14 Apr $26.3M This year Date: Last 7 days 19.4% Download Rate Breakdown: None ✔Galaxy 59 SM-G073U LM-X220PM SL-09750 SN-G364U SX-X965U SL-GOTSU SM-207511 Logout [ Share Data 8% $97,829 $73,181 $64,582 $64,582 $171,353 $97,629 $73,181 564,582 564 139#23Aura for telcos: a natural extension of our platform iS ironSource is ironSource Sonic Provide Sonic customers with access to massive, exclusive inventory is ironSource Aura Empower telcos to achieve digital transformation and participate in the app economy Confidential 23#24Telecom operators face growth challenges ES ironSource twist Keep your team discussions on topic and in one place A CREATE A NEW TEAM LOG IN O Limited and outdated user engagement LIETASO BAROJOWN ACT SURINYA MANAVARINIA Struggle with achieving digital transformation UNLIMITED Facing margin pressure from commoditization of data Confidential 24#25A single solution to engage users across the entire device lifecycle iS ironSource New Device Setup ironSource Aura Device Replacement M In-Life Confidential 25#26Product showcase: T-Mobile setup experience T Welcome to your new device! Discover and install suggested third party apps. Select any app icon to review additional information including each apps Terms and Privacy Policy. Data rates may apply. IS ironSource TS 3 N@ GRUBHUB G BEB 16% 3.02 AM CONTINUE O T-MOBILE TUESDAYS 0 + P T Hi there! Introduce yourself to get great recommendations I identify as: = My age is: ■ <25 25-34 35-54 GRUBHUB SKIP CONTINUE 70% AVERAGE OPT-IN¹ ¹ US users who received the prompt over the last 30 days as of 15-Feb-21 16% 3:02 AM OTHER 55+ NEXT tany ach y. Top Picks Yahoo Mail - Organized... yahoo/ 45 U Pandora Streaming M... 43 FREE 0 tubi P FREE Tubi - Free Movies & TV... 4.6 FREE Pinterest i ||| i i Audiobooks from Audible. ★46 ■ FREE in LinkedIn: Jobs, profes.... ★42 FREE Groupon- i News Break: Local & Brea... FREE O i SmartNews: Local News ... ★42 FREE E Wish Shop- ping Made Fun ★44 FREE The Weather Channel Weather Maps and News - T... 46 FREE U Weather by < NEXT > T-Mobile Apps For You 3 ☐ T-Mobile Play T-MOBILE Welcome to T-Mobile Play, ex- PLAY clusive for T-Mobile customers with an eligible smartphone! S... ★4.4 TUES DAYS MONEY 15% @ 1:50 PM T™ T-Mobile Tuesdays T-Mobile customers #GetThanked every week with great deals and free stuff - no... 4.3 T-Mobile MONEY T-Mobile MONEY puts you and your money first. Everyone earns 1.00% Annual Percentag.... ★44 INSTALL > ( Confidential 26#27The Aura difference: dynamic user experience which is personalized across every dimension iS ironSource Essentials 0 0 ☐ < R15%B1:50 PM News Break A companion to your DIRECTV service, and enjoy a world of entertainment. Watch Liv.... *4.1 Crosswords With Friends Crosswords With Friends - the first daily crossword puzzle that's written for today's world! ★3,8 The Weather Channel The Stay informed with reliable Weather forecasts, interactive radar and Channel real-time rain alerts, backed b.... ★4.6 Waze Always know what's happening on the road with Waze. Even if you know the way, Waze t.. ★ 42 CONTINUE > Value device Rural Midwest Male, >55 Essentials Netflix ★44 U Twitter ★4.5 > FREE Crosswords With Friends. FREE ★3.8 0 TikTok П J 15%81:50 PM 0 hulu Hulu FREE ★4.0 0 lyft Lyft FREE FREE ★3.7 FREE NEXT > Premium device Major metro area Male, <25 Confidential 27#28Product showcases: In-life 1:13. Mon, May 18 RO AppSelector 1:13 PM Process updates. Initializing the experience Silent notifications ▸ Media AppSelector 1:13 PM Complete your OS upgrade Click To Get Started Tap here to complete your upgrade. Get started Android System USB for file transfer 4417%2 No network connection ( iS ironSource 10 * Settings Cable charging (6 h 52 m until fully char Notification settings Devices Clear 1:14 D About 4342 Later AppSelector O Complete your OS upgrade Get the most out of Android 10. Tap to discover great third-party apps for your device. Data rates may apply 10 CONTINUE Device Update Manager 12:10 Dark theme supported apps ✓ > A yahoo! Pinterest Looking for creative ideas? Whether you're planning your next big travel adventure.... Yahoo News Focus on what's important with the newest version of the Yahoo News app. *3.9 Twitter From breaking news and entertainment to sports, politics, and everyday interest... 4.2 SmartNews SmartNews is the award- winning news app downloaded by 40+ million readers in 100+.... ★ 41 Weather by WeatherBug Get the most accurate weather app that provides environmental intelligence for all aspects of.. NEXT (3) > 6:22 Sprint Get Sprint Complete Today! Are you prepared to pay $### to replace a lost or stolen leased phone? Sprint ||| By clicking continue I agree to the terms and conditions Remind me later Learn more 0 4:40 Get Sprint Complete Sprint Complete $15/month Important program disclosures > View complete terms and conditions> When life happens, We've got your back. SNITTA Sprint Complete delivers exclusive, comprehensive solutions, designed to optimize your connected life. LATER $29 Cracked Password Unlimited Next-Day Screen Protection Cloud Storage Replacement All of this, plus the peace of mind knowing that when life happens, Sprint Complete has your back. III 0 Get > 6:29 Ⓒ Purchase confirmation Thanks for choosing Sprint Complete! Your request is being processed. Once done, Sprint Complete will be added to your monthly bill. Plan Details Enrolled device: Cover type: Effective: Monthly recurring charge: ||| samsung SM-N950U Sprint Complete 01/28/2020 View complete terms and conditions at: www.sprintcomplete.com/landing Telco-Branded Services Engagement $15/month O NEXT > < Confidential 28#29Product showcase: replacement cycle iS ironSource AuraTrade-In Your Galaxy S20 5G may be worth up to $360 when traded-in Find out how much your phone is worth, and save money with a trade-in deal just for you Evaluate my device 12:30 By continuing, i agree to the Privacy Notice Evaluate your phone trade-in value by completing the following tests Touch Audio Camera Confirm #1 Step Touch Screen Approx. 60 sec Connect all the starts on the screen 12:30 Start Test Declaration How would you describe your device's physical condition? O i Looks like new i Major scratches Minor scratches Surface cracks Confirm & Continue Trade-in promotion with on-device redemption 12:30 Your trade-in credit $360 A special offer just for you Popular Devices Samsung Galaxy S20+ 5G Retail Price: $999.00 For you: $639.00 See Full Specs Select Samsung Galaxy S21 Ultra 5G Retail Price: $4,999.00 For you: $839.00 See Full Specs Best Value Select Samsung Galaxy Z Fold2 5G Retail Price: $1,999.99 For you: $1,639.99 See Full Specs Select Samsung Galaxy S20+ 128GB Retail Price: $1249,99 For you: $697.99 12:30 Confidential 29#30Customer case study: Boost Leveraging Aura, Boost has increased app engagement with users while driving consistent Q/Q revenue growth. 12 10 8 6 iS ironSource Q1 2020 Installs per user Q2 2020 Q3 2020 Q4 2020 boostmobile 175% INSTALLS PER USER 268% REVENUE PER USER Confidential 30#31iS ironSource IS ironSource Aura Telco Grade Stable Secure Customer-Centric Cloud Grade Agile Dynamic User Experience-Centric Confidential 31#32Why we win Platform of choice Full suite of solutions across the entire device lifecycle iS ironSource Sticky platform Deeply integrated & hard to displace, with high barrier to entry Land-and-expand platform Deep integration means customer expansion is turnkey Content Ability to connect the solution to a massive marketplace of apps and offers Confidential 32#33Financial Overview Assaf Ben Ami CFO#34Financial highlights $332M 2020 REVENUE iS ironSource 83% 2020 Y/Y REVENUE GROWTH RATE 291 2020 CUSTOMERS >$100K¹ 54% 2020 Y/Y CUSTOMERS >$100K GROWTH RATE¹ 149% DOLLAR-BASED NET EXPANSION RATE FOR ALL CUSTOMERS² Note: All figures are displayed on a continuing operations basis ¹ Customers contributing more than $100,000 in revenue refer to customers who have generated more than $100,000 in revenue for ironSource over the trailing 12 months. 2 Dollar-based net expansion rate is defined as revenue for a certain period of time from a set of customers for that same period, divided by revenue from a prior period for the same set of customers. 3 Adjusted EBITDA Margin is a non-GAAP measure. See the appendix for a reconciliation to the most directly comparable GAAP measure. 31% 2020 ADJUSTED EBITDA MARGIN³ Confidential 34#35Business model tied to customer success Revenue Share ES ironSource iS ironSource Business Platform B Usage-Based In-App Monetization Confidential 35#36Revenue growth at scale ANNUAL REVENUE % GROWTH $181 FY 2019A ES ironSource 83% $332 FY 2020A 37% $455 FY 2021E Note: $ in millions. Figures are shown on a continuing operations basis. 37% $622 FY 2022E QUARTERLY REVENUE $37 Q1'19 $45 $46 T Q2'19 $52 $61 Q3'19 Q4'19 Q1'20 $74 Q2'20 $88 $108 Q3'20 Q4'20 Confidential 36#37Customers >$100K revenue growing rapidly with 97% gross retention CUSTOMERS >$100K ANNUAL REVENUE¹ % OF REVENUE ES ironSource 91% 189 2019 54% Y/Y 94% 291 2020 GROSS RETENTION OF CUSTOMERS >$100K ANNUAL REVENUE¹ ¹ Customers that contributed more than $100k to total revenue from continuing operations in a given trailing 12-month period. 96% 2019 97% 2020 Confidential 37#38Consistently high dollar-based net expansion rate¹ 136% Q1'19 ES ironSource ironSource has one of the highest reported dollar-based net expansion rates in software 147% Q2'19 158% Q3'19 149% Q4'19 145% Q1'20 146% Q2'20 150% Q3'20 149% Q4'20 ¹ We calculate our dollar-based net expansion rate for a period by dividing current period continuing revenue from a set of customers by prior period revenue from continuing operations of the same set of customers. Prior period revenue is the trailing 12-month revenue from continuing operations measured as of such prior period end. Current period revenue is the trailing 12-month revenue from continuing operations by the same customers as of the current Confidential 38 period end. Our calculation of our dollar-based net expansion rate includes the effect of any customer renewals, expansion, contraction and churn, but excludes revenue from new customers.#39Powerful customer cohort expansion REVENUE CONTRIBUTION BY CUSTOMER COHORT¹ 2016 2017 Cohort ES ironSource 2017 2018 Cohort 3.6x 2018 4.0x 4.3x 2019 2019 Cohort 3.0x 4.8x 9.1x 2020 2020 Cohort Customer Expansion² . Customer success • Expanded usage of existing solutions • Incremental cross-sell and up-sell 69% of Sonic customers >$100K use both user growth and monetization solutions, representing 59% of revenue³ 13% of Sonic customers >$100K use on-device placements and benefit from Aura, representing 29% of revenue³ ¹ Measured for all customers.² Cohort expansion is calculated as the last trailing 12-month revenue contribution from continuing operations, divided by the first available 12-month revenue contribution from continuing operations.³ For the year ended December 31, 2020. Confidential 39#40Highly profitable and investing in future growth ANNUAL ADJUSTED EBITDA % MARGIN 41% $74 FY 2019 ES ironSource 31% $104 FY 2020 LONG-TERM TARGET 29% $130 FY 2021E 40%+ 30% $188 FY 2022E QUARTERLY ADJUSTED EBITDA $13 $19 $19 Q1'19 Q2'19 Q3'19 Note: $ in millions. Adjusted EBITDA is a non-GAAP measure. See the appendix for a reconciliation to the most directly comparable GAAP measure. $23 Q4'19 $20 Q1'20 $21 Q2'20 $30 Q3'20 $33 Q4'20 Confidential 40#41A leading business platform empowering content creators to prosper in the app economy Our Financials Robust top line growth Established margin profile Proven land and expand model iS ironSource iS ironSource CO Our Platform Massive app economy market opportunity Scaled platform with room to grow Large enterprise customer base الله 47 Our DNA Unique management team of founders Proven ability to consolidate and diversify Strong track record of building businesses in app economy 149 Confidential 41#42Proposed Transaction#43Overview of Thoma Bravo 40+ 20+ $70B+ 30% 55+ Top Years of Investment History Years Dedicated to Software Investing Assets Under Management Average SaaS Growth Investment Professionals Performing Buyout Firm IS ironSource Thoma Bravo is one of the most experienced, successful private equity firms in the United States Thoma Bravo has made over 270 software investments, ¹ giving them unique industry insights and an unparalleled network Rich history of backing existing management teams to successfully grow their businesses at every size and at any point in their life cycle Thoma Bravo's increased focus on growth has lead to more investments in SaaS businesses, which on average grow 30% within their portfolio The managing partners have been working together for 15+ years and are aligned with our strategy. Their team will be a unique resource we will be able to leverage Thoma Bravo's realized software track record speaks to the value of their philosophy: 3.8x Gross MoM and 50.5% Gross IRR Returns are the result of realized investments in software made by or under the supervision of persons now part of the Thoma Bravo investment staff while at Thoma Bravo or its predecessor firm, Thoma Cressey Bravo, Inc. Since in some cases the investments constituted only a portion of the funds in which they were made, no investor could have made such an investment and no investor received the returns indicated even if an investor invested in all of the funds indicated. The performance of an investment and the aggregate performance of investments were calculated using actual cash flows and the value of remaining interests in the investments for the period from closing of the first investment in January 2003 through 9/30/20. The aggregate performance calculations were made as if each investment was made by one continuous fund beginning in January 2003. Past performance is not an indicator of future results and all data is qualified by the offering documents. The complete investment history of Thoma Bravo is not shown, but is available upon request. Since investments in software, in some cases, constitute only a portion of the funds in which they were made, no investor could have received the results indicated. Software refers to software and technology-enabled services investments made by or under the supervision of persons now part of Thoma Bravo. Since investments in software, in some cases, constitute only a portion of the funds in which they were made, no investor could have received the results indicated. Software refers to software and technology-enabled services investments made by or under the supervision of persons now part of Thoma Bravo.¹ Includes add-on acquisitions. Confidential 43#44Thoma Bravo and ironSource offer a compelling partnership Thoma Bravo Investment Criteria Growth Business Investment Highlights 83% FY2020 REVENUE GROWTH -37% FY2021E & FY2022E REVENUE GROWTH is ironSource Market Leading Franchise 80% INTEGRATION WITH THE TOP 100 MOST DOWNLOADED GAMES Ability to Innovate 2.3B MONTHLY ACTIVE USERS 10+ YEARS OF INNOVATING FOR APP DEVELOPERS AND TELECOM OPERATORS High Recurring Revenue 149% DOLLAR-BASED NET EXPANSION RATE FOR ALL CUSTOMERS¹ 94% 2020 REVENUE FROM CUSTOMERS >$100K² Strong Management Team 5 CO-FOUNDERS LEADING Large Total Addressable Market $41B 2025 TAM 10+ YEARS WORKING TOGETHER SCALING BUSINESSES Returns are the result of realized investments in software made by or under the supervision of persons now part of the Thoma Bravo investment staff while at Thoma Bravo or its predecessor firm, Thoma Cressey Bravo, Inc. Since in some cases the investments constituted only a portion of the funds in which they were made, no investor could have made such an investment and no investor received the returns indicated even if an investor invested in all of the funds indicated. The performance of an investment and the aggregate performance of investments were calculated using actual cash flows and the value of remaining interests in the investments for the period from closing of the first investment in January 2003 through 9/30/20. The aggregate performance calculations were made as if each investment was made by one continuous fund beginning in January 2003. Past performance is not an indicator of future results and all data is qualified by the offering documents. The complete investment history of Thoma Bravo is not shown, but is available upon request. Since investments in software, in some cases, constitute only a portion of the funds in which they were made, no investor could have received the results indicated. Software refers to software and technology-enabled services investments made by or under the supervision of persons now part of Thoma Bravo. Since investments in software, in some cases, constitute only a portion of the funds in which they were made, no investor could have received the results indicated. Software refers to software and technology-enabled services investments made by or under the supervision of persons now part of Thoma Bravo.¹ Calculated over the trailing 12 months ending December 31, 2020. 2 Customers contributing more than $100,000 in revenue refer to customers who have generated more than $100,000 in revenue for ironSource over the trailing 12 months. 19% CAGR FROM 2020 TO 2025 Confidential 44#45Proposed transaction summary Thoma Bravo Advantage ("TBA") is a publicly listed special purpose acquisition vehicle with $1 billion in trust TBA has agreed to combine with ironSource based on a $10 billion pre-money equity valuation Thoma Bravo is committed to a $300mm contribution to the proposed PIPE An affiliate of Thoma Bravo will backstop redemptions exceeding $150mm, or forfeit a portion of the 25mm sponsor shares pro-rata to the excess redemptions, subject to a $250mm cap Sponsor shares will be subject to a 12-month lock-up with limited releases post the 150-day point; ironSource shareholders will be subject to a 6-month lock-up ironSource will maintain post-closing a dual class stockholder structure with super-voting rights for pre-IPO shareholders of 5:1 After giving effect to the transaction, the company is expected to have approximately $740 million of unrestricted cash in addition to public equity currency Total anticipated consideration to ironSource stockholders will be approximately $10 billion, which is expected to be comprised of approximately $1.5 billion in cash consideration to existing shareholders, and the remainder in stock of the combined company. ironSource shareholders will own approximately 77% post-transaction IS ironSource Sources ($mm) SPAC Cash in Trust PIPE Proceeds Equity Rollover Total Sources Shares outstanding Pro Forma Enterprise Value Share price Post-money equity value $1,000 (-) Net cash 1,300 8,500 $ 10,800 1,107 $10.00 $ 11,074 (740)¹ Cash to Balance Sheet Uses ($mm) Secondary Proceeds Equity Rollover Transaction Costs Total Uses TBA Sponsor 2% PIPE Post Transaction Ownership TBA Shareholders 12% 9% 77% $700² 1,500 Enterprise Value $ 10,334 ironSource Shareholders ¹ Net cash of $740m includes $200m of cash and equivalents and short-term deposits of $18m as of 31-Dec-2020, less repayment of $85m of existing debt as well as -$19m and -$75m in cash consideration for the acquisitions of Soomla and Luna, respectively, plus $700m of cash from the transaction 2 $700m of cash to balance sheet subject to reduction at ironSource's reasonable discretion. ³ TBA's Pro forma ownership is inclusive of the $250m sponsor promote and $24m investment in ordinary shares. 4 Assumes no redemptions by TBA shareholders. 5 Transaction costs displayed are estimates. $ 10,800 8,500 1005 3 Confidential 45#46Comparable companies benchmarking 2020E-2022E Revenue CAGR EV / 2022E Revenue EV / 2022E Revenue Growth Adjusted 37% IS 16.5x IS 0.45x IS IS ironSource 33% theTradeDesk 37.5x digital turbine 1.27x 29% digital turbine digital turbine 27.5x unity 1.06x Median: 29% 26% unity adyen Median: 27.5x 25.8x the TradeDesk Median: 1.06x 0.78x 43% theTradeDesk 43.9x adyen 1.20x 34% 8 twilio 38.6x Bill.com 1.03x adyen 34% shopify 26.5x shopify 0.78x 32% Bill.com 20.7x 8 twilio 0.73x Median: 34% 24% BIGCOMMERCE Median: 26.5x 17.6x BIGCOMMERCE Median: 0.78x unity Bill.com shopify Core Peers Enablement Peers Source: Latest publicly available financial statements, Bloomberg, IBES. Market data as of 16-Mar-2021. Note: ironSource revenue based on non-GAAP. Growth Adjusted metrics based on 2022E multiples and 2020A-2022E CAGRS. Confidential 46 Digital Turbine revenue based on non-GAAP gross profit as a proxy for net revenue. Digital Turbine CY2021E - CY2022E revenue growth used as a proxy for 2YR revenue growth rate due to February 2020 acquisition of Mobile Posse. 0.60x BIGCOMMERCE 8 twilio#47ironSource is one of a kind Public Global Technology Companies¹ With > $300M of Revenue² With > 80% Gross Margin² With > 30% EBITDA Margin² With > 50% Growth 2,3 IS ironSource 3,647 255 32 13 1 Source: Capital IQ. ¹ Does not include hardware and semiconductor companies or companies based in China, Digital Turbine sorted on a net revenue basis. 2 Based on CY'20 consensus estimates. ³ Excludes Xperi as forward growth driven by acquisition digital turbine Sadyen the TradeDeskunity Zoom A intuit Adobe iS ironSource Scarce Combination of Scale, Growth and Profitability Bill.com 8 twilio BIGCOMMERCE A ATLASSIAN A AUTODESK. HubSpot alteryx shopify Confidential 47#48iS ironSource Thank you, Tomer Bar-Zeev CEO & Co-Founder ironsrc.com#49IS ironSource Appendix A: Financials & Market Opportunity#50Appendix: summary financial forecast ($ in millions) GAAP Revenue (+) Customer Incentives Amortization Non-GAAP Revenue (-) Non-GAAP Cost of Revenues Non-GAAP Gross Profit (-) Non-GAAP R&D (-) Non-GAAP S&M (-) Non-GAAP G&A Non-GAAP Operating Expenses Adjusted EBITDA iS ironSource 2019A $181 5 $186 (24) $ 162 (34) (32) (22) $ (87) $74 2020A $ 332 4 $336 (47) $ 288 (48) (114) (24) $ (185) $ 104 2021E $455 4 $ 459 (67) $ 392 (68) (164) (30) $ (262) $ 130 2022E $ 622 4 $ 626 (91) $535 (91) (219) (37) $ (348) $ 188 Confidential 50#51Appendix: comparable companies benchmarking Revenue CAGR ($ in millions) Core Peers Digital Turbine Trade Desk Unity Mean Median Enablement Peers Adyen BigCommerce Bill.com Shopify Twilio Mean Median Implied ironSource ES ironSource Equity Value $7,796 $ 38,622 $ 35,383 $ 27,267 $ 35,383 $ 61,723 $ 4,359 $ 13,040 $ 145,876 $ 68,458 $ 58,691 $ 61,723 $ 11,074 Enterprise Value $7,771 $ 37,997 $ 33,631 $ 26,467 $ 33,631 $ 59,106 $4,140 $ 12,458 $ 138,857 $ 65,820 $ 56,076 $ 59,106 $ 10,334 Revenue Multiple 2022E 2021E 48.5 x 33.7 x 34.7 x 39.0 x 34.7 x 61.8 x 21.8 x 50.9 x 34.6 x 27.1 x 39.2 x 34.6 x 22.5 x 37.5 x 25.8 x 27.5 X 30.2 x 27.5 x 43.9 x 17.6 x 38.6 x 26.5 x 20.7 x 29.5 x 26.5 x 16.5 x 2020A 2022E 29 % 33% 26% 29% 29 % 43 % 24% 32% 34 % 34 % 33% 34% 37% Growth Adj. Revenue 2021 E 2022E 1.65 x 1.03 x 1.34 x 1.34 x 1.34 x 1.44 x 0.90 x 1.58 x 1.02 X 0.79 x 1.15 x 1.02 X 0.62 x 1.27 x 0.78 x 1.06 x 1.04 x 1.06 x 1.03 x 0.73 x 1.20 x 0.78 x 0.60 x 0.87 x 0.78 x 0.45 x Revenue 2022E $ 207 $ 1,475 $ 1,225 $969 $1,225 $ 1,345 $ 235 $ 323 $ 5,241 $ 3,184 $ 2,066 $ 1,345 $ 626 EBITDA Margin 2022E 63 % 35 % 1% 33 % 35 % 62 % (6)% (2)% 14 % 11 % 16% 11 % 30% DBNER 138% 138% 138% 113% 121% 139% 124% 121% 149% Source: Latest publicly available financial statements, Bloomberg, IBES. Market data as of 16-Mar-2021. Note: All research estimates have been calendarized to December. ironSource revenue based on non-GAAP; 2022E GAAP revenue is $622. Digital Turbine revenue based on gross profit as a proxy for net revenue, with corresponding EBITDA margin based on net revenue accordingly. Digital Turbine CY2021E - CY2022E revenue growth used as a proxy for Confidential 51 2YR revenue growth rate due to February 2020 acquisition of Mobile Posse. ¹ Equity Market Cap based on fully diluted shares outstanding. 2 Projected revenues are based on IBES median estimates. ³ Post-money equity value. 4 Dollar-based net expansion rates as reported by the peers at their most recently reported fiscal quarter.#52Appendix: Adjusted EBITDA reconciliation ($ in millions) Income from Operations Adjustments to Adjusted EBITDA: (+) Depreciation and amortization¹ (+) Assets impairment² (+) Stock-based compensation expense³ (+) Acquisition related compensation costs (-) Fair value adjustment related to contingent consideration Adjusted EBITDA IS ironSource Q1 2019 $4.7 $12.4 4.5 3.8 Q1 2019 $13.0 4.4 1 2.5 $19.3 Q3 2019 $13.9 $12.3 4.3 2.5 Q4 2019 (1.5) 4.0 0.1 6.5 $19.3 $22.8 Q1 2020 $13.7 4.0 1 2.8 $20.5 Q2 2020 $13.9 4.1 2.5 Q3 2020 $23.6 $22.9 4.1 Q4 2020 2.3 4.6 5.0 $20.6 $29.9 $32.6 ¹ Depreciation and amortization include amortization of intangible assets acquired in business combinations and capitalized software costs. 2 The assets impairment relates to ceased to be used capitalized software costs. 3 Stock-based compensation expense represents compensation expenses related to stock options granted to certain of our employees and expense related to the CVC secondary transaction. FY 2019 $43.3 17.2 0.1 15.3 (1.5) $74.5 FY 2020 $74.1 16.9 12.6 $103.6 FY 2021E $53.9 27.3 48.1 0.8 $130.1 FY 2022E $93.3 29.7 64.2 0.3 $187.6 Confidential 52#53Appendix: non-GAAP adjustments in millions) Cost of Revenues Stock-based compensation expense Depreciation & amortization Non-GAAP COR Adjustments Research & Development Stock-based compensation expense Acquisition related compensation costs Non-GAAP R&D Adjustments Sales & Marketing Stock-based compensation expense Depreciation & amortization Acquisition related compensation costs Non-GAAP S&M Adjustments General & Administrative Stock-based compensation expense Depreciation & amortization Fair value adjustment related to contingent consideration Non-GAAP G&A Adjustments IS ironSource FY2019 (0) (10) $ (10) (4) 0 $ (4) (5) (1) 0 O $ (6) (7) (1) 1 $(7) FY2020 (0) (10) $ (11) (4) 0 $ (4) (1) 0 $ (6) (4) (1) 0 D $ (5) FY2021E (19) $ (20) (16) (0) $ (16) (21) (3) (1) $ (25) (9) (1) 0 $ (11) FY2022E (2) (21) $ (23) (20) (0) $ (20) (28) (0) $ (32) (14) (1) 0 $ (15) Confidential 53#54Appendix: Total addressable market Core TAM TAM Expansion Opportunities Components of TAM iS ironSource User growth and monetization for gaming and non-gaming apps Source: Altman Solon analysis $17B 2020 Game publishing service 19% CAGR App placement, device management and news content services $41B $10B $30B 2025 Expansion in offering for non-gaming apps Expansion to additional services and devices beyond mobile Confidential 54#55IS ironSource Appendix B: Risk Factors#56Risk Factors Certain factors may have a material adverse effect on our business, financial condition, and results of operations, or our ability to complete the proposed business combination. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business. If any of the following risks actually occurs, our business, financial condition, results of operations, and future prospects could be materially and adversely affected. In that event, the trading price of our class A ordinary shares following the business combination could decline, and you could lose part or all of your investment. 1. 2. 3. 4. 5. 6. 7. 8. 9. The markets for our solution suites are rapidly evolving and may decline or experience limited growth We rely on operating system providers and app stores to support our platform, and any disruption, deterioration or change in their services, policies, practices, guidelines and/or terms of service could have a material adverse effect on our reputation, business, financial condition and results of operations The markets in which we operate are competitive, and if we do not compete effectively, our business, financial condition and results of operations could be harmed Our quarterly results of operations may fluctuate for a variety of reasons, and these fluctuations make it difficult for us to forecast our future results of operations and could result in our failure to meet our operating plan or the expectations of investors or analysts for any period If we fail to maintain and enhance our brand, our ability to expand our customer base will be impaired, and our business, financial condition and results of operations may suffer Our business depends on our ability to retain and expand our existing customer relationships and attract new customers We rely on our customers that contribute more than $100,000 of annual revenue, and sales to these customers require a stronger sales team as compared to other customers If we do not successfully and efficiently manage our current and potential future growth, our business, financial condition and results of operations could be harmed Our business growth is dependent upon the continued growth of the app economy and the increased usage of smartphones, tablets and other connected devices iS ironSource Confidential 56#57Risk Factors 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. If we are unable to further expand into the wider app economy or if our solutions for industries beyond gaming fail to achieve market acceptance, our growth and operating results could be adversely affected, and we may be required to reconsider our growth strategy We are dependent on the success of the gaming and mobile app ecosystem. Adverse events relating to this ecosystem, including events related to our customers or their apps, could have a negative impact on our business Our business is subject to risks generally associated with the mobile gaming industry If we or our competitors fail to detect or prevent fraud on our respective platforms, or malware intrusion into the systems or devices of customers and their users, customers could lose confidence in our or our competitors' platforms, and we could face legal claims that could adversely affect our reputation, business, financial condition and results of operations If we or our third-party service providers experience a security breach or unauthorized parties otherwise obtain access to our customers' data, our data or our platform, then our platform may be perceived as not secure, and our reputation may be harmed, our business operations may be disrupted, demand for our solution suites may be reduced and we may incur significant liabilities Interruptions, performance problems or defects associated with our platform could diminish our brand, subject us to liability and may adversely affect our business, financial condition and results of operations We rely on the performance of, and we face stark competition for, highly skilled personnel, including our management, other key employees and qualified employees, and the loss of one or more of such personnel or of a significant number of our team members or the inability to attract and retain executives and qualified employees we need to support our operations and growth, could harm our business Our corporate culture has contributed to our success and, if we are unable to maintain it as we grow, our business, financial condition and results of operations could be harmed We rely upon third-party data centers and providers of cloud-based infrastructure to host our platform. Any disruption in the operations of these third-party providers, limitations on capacity or interference with our use could adversely affect our business, financial condition and results of operations Health epidemics, including the current COVID-19 pandemic, could in the future have an adverse impact on our business, operations and the markets and communities in which we, our partners and customers operate IS ironSource Confidential 57#58Risk Factors 20. 21. 22. 23. 24. 25. 26. 27. 28. 29. 30. 31. If our customers do not obtain necessary and requisite consents from users for us to process their personal data, we could be subject to fines and liability The estimates of our market opportunity and forecasts of market growth included in our proxy statement may prove to be inaccurate, and even if the markets in which we compete achieve the forecasted growth, our business could fail to grow at a similar rate, if at all The Spin-Off of the assets of our Desktop business from ironSource Ltd. prior to this offering may give rise to potential liabilities for us in the event of a breach of our or our shareholders' obligations under the agreements related to the Spin-Off or tax liabilities caused by the Spin-Off Indemnity provisions in various agreements to which we are a party potentially expose us to substantial liability for infringement, misappropriation or other violation of intellectual property rights, data protection and other losses Acquisitions, strategic investments, partnerships and alliances could be difficult to identify, pose integration challenges, divert the attention of management, disrupt our business, dilute shareholder value and adversely affect our business, financial condition and results of operations Our operations are global in scope, creating a variety of operational and regulatory challenges We rely on our current understanding of regional regulatory requirements pertaining to the marketing, advertising and promotion of our solution suites, and any adverse change in such regulations, or a finding that we did not properly understand such regulations, may adversely impact our business, financial condition and results of operations We may require additional capital to support the growth of our business, and this capital might not be available on acceptable terms, if at all Fluctuations in currency exchange rates could harm our operating results and financial condition Seasonality may cause fluctuations in our sales and results of operations Our insurance may not provide adequate levels of coverage against claims or we may be unable to find insurance with sufficient coverage at a reasonable cost Any legal proceedings, investigations or claims against us could be costly and time-consuming to defend and could harm our reputation regardless of the outcome iS ironSource Confidential 58#59Risk Factors 32. 33. 34. 35. 36. 37. 38. 39. 40. 41. 42. 43. Our business could be disrupted by catastrophic events Our global operations may subject us to potential adverse tax consequences Our SVB Credit Agreement contains financial covenants and other restrictions on our actions that may limit our operational flexibility or otherwise adversely affect our results of operations We are subject to rapidly changing and increasingly stringent laws, contractual obligations and industry standards relating to privacy, data protection, data security and the protection of children. The restrictions and costs imposed by these requirements, or our actual or perceived failure to comply with them, could harm our business We are subject to laws and regulations worldwide, many of which are unsettled and still developing and which could increase our costs or adversely affect our business We are subject to anti-corruption, anti-bribery, anti-money laundering, economic and trade sanctions and similar laws, and non-compliance with such laws can subject us to criminal or civil liability and harm our business, financial condition and results of operations If we fail to adequately maintain, protect or enforce our intellectual property rights, our competitive position could be impaired and we may lose valuable assets, generate reduced revenue, and incur costly litigation to protect our rights We may become subject to intellectual property disputes, which are costly and may subject us to significant liability and increased costs of doing business Our platform contains third-party open source software components, which may pose particular risks to our proprietary software, technologies and solutions in a manner that could negatively affect our business The dual class structure of our ordinary shares may adversely affect the trading market for our Class A ordinary shares The dual class structure of our ordinary shares has the effect of concentrating voting power with our management and other existing shareholders, which will limit your ability to influence the outcome of important transactions, including a change in control We do not intend to pay dividends for the foreseeable future and, as a result, your ability to achieve a return on your investment will depend on appreciation in the price of our Class A ordinary shares iS ironSource Confidential 59#60Risk Factors 44. 45. 46. We are an "emerging growth company," and we cannot be certain if the reduced reporting and disclosure requirements applicable to emerging growth companies will make our Class A ordinary shares less attractive to investors We will be a foreign private issuer and, as a result, we will not be subject to U.S. proxy rules and will be subject to Exchange Act reporting obligations that, to some extent, are more lenient and less frequent than those of a U.S. domestic public company As we are a "foreign private issuer" and intend to follow certain home country corporate governance practices, our shareholders may not have the same protections afforded to shareholders of companies that are subject to all NYSE corporate governance requirements iS ironSource Confidential 60

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