ironSource SPAC

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Ironsource

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2021

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#1iS ironSource A leading business platform empowering content creators to prosper in the app economy COMPANY PRESENTATION MAY 2021 $528K $36 FRON#2Disclaimer N wych schoe The with the Company o trw NGAAP FM test s etting onging the Projectore Sale Markel D m on 14 0 fa the w wa b Turn Brave the S and e with the a The be IS ironSource e Con by one and compang Pel Carpe quefication under on the porte by Tad Bess Conta of any such radoonong of bedepec ty of speeg the w and the reg The Pod k conliders and ing mowe SAAP S and the pro Palerm 4) Se Act of s w probe por rama and un conceming o ng on the N Confidential 2#3is ironSource Proven track record of building and scaling businesses in the App Economy is ironSource 2010 FOUNDED $390M LTM REVENUE 01¹21 96% 01'21 Y/Y REVENUE GROWTH $123M LTM ADJUSTED EBITDA 0121 "Dolar based net expansion rate is defined as revenue for a certain pend of sme hom a set of customers for that s period divided venue from a prior period t e same set of customers Customers contributing more than $100.000 As of March 31, 201 850+ EMPLOYEES 50%+ R&D EMPLOYEES 176% DOLLAR-BASED NET EXPANSION RATE 0121¹ 292 CUSTOMERS CONTRIBUTING MORE THAN $100K IN REVENUE 0121¹ 94% OF REVENUE FROM CUSTOMERS THAT ARE CONTRIBUTING MORE THAN $100K IN ANNUAL REVENUE Confidential 3#4is 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 4#5Everything Everything 6.7B DEVICES GLOBALLY is ironSource is mobile mobile is apps 4.3hrs PER DAY ON MOBILE 140B APPS DOWNLOADED GLOBALLY IN 2020 Omdis, s of December 31, 2020-Connected devices database core connected devices alilaketer estimate for the average a 2000-US time spent lockdowns augment gains in time spent with mobile devices Sensor Tower he US as of December 31, CAUTY lyhe J 83% OF DEVICE TIME IN APPS² Confidential 5#6What apps are we really using? ironSource Social OKBX FOVE Source: havao Research-Global Games Market Report DS Games $76B MOBILE GAMING MARKET IN 2020¹ Confidential 6#7Video games were only for gamers is ironSource 2.6B MOBILE GAMERS WORLDWIDE IN 2020' Source Nevano Research-Global Games Market Report Mobile games are for everyone Confidential 7#8The booming game category is being fueled by innovative tech platforms is ironSource is 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 DIG Google Ads IronSource IronSource FACEBOOK Facebook Ads Qunity Ads Unity Source Appeyer Power king of a growth solutions 2020 Source App Avie Top 20 downloaded games December 2008 17 * * * * * * * * * * Confidential 9#10Our approach to the mobile app economy - serving the main constituents App Developers ARISTOCRAT ACTIVISION GAMELOFT playrix SYBO User Growth IS ironSource Monetization $2,304- Analytics $3,748 $12,304 is ironSource Platform Creative Management Publishing User 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 3 Monetization As of March 31,2021 ironSource Sonic FOR APP DEVELOPERS is ironSource Platform Analytics Creative Management Publishing 2.5B MONTHLY ACTIVE USERS' ironSource Aura FOR TELECOM OPERATORS User Engagement Device Management Analytics Confidential 11#12Eyal CSO, Co-Founder Melissa VP Marketing Omer CRO, Co-Founder Unique, founder-led team Assaf CFO Dana VP People Tomer CEO, Co-Founder Dalia General Counsel Amon President, Co-Founder Av VP Finance Tamir COO, Co-Founder#13iS ironSource Sonic FOR APP DEVELOPERS Omer Kaplan CRO, Co-Founder $528K $2,394- $3,748 $19.304 590,304#14SONIC OVERVIEW Games grow through promoting their content on other games IS ironSource PANGASAW STORE Chunky2018 Duck Team Demo> 13.374940 Bural Legio P1003 RANKO MATCH MILSPLAYER BATTLE ROYALE MFEATURED Confidential 14#15SONIC OVERVIEW How 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#16Comprehensive solutions for the app growth cycle SOLUTIONS SONIC OVERVIEW PRODUCTS 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 D ironSource Sonic Drive Revenue Analyze & Optimize Confidential 16#17SONIC OVERVIEW How developers integrate products Create Create a game Choosing a game engine: unity UNREAL IS ironSource Publish a game Choosing a publishing product: IS ironSource Grow user base Working with multiple partners by default: ironSource unity ADS A Google Ads facebook Business Drive revenue Choosing one mediation product: ironSource imopubi Google AdMob Adding multiple monetization networks rondource Analyze & optimize Choosing a creative platform: ironSource Choosing a brand safety solution: ironSource Confidential 17#18SONIC OVERVIEW Powering the first free-to-play Call of Duty: Mobile game IS ironSource 24/12/2020 Test Group 25/12/2020 26/12/2020 +-15% 27/12/2020 28/12/2020 Control Group 1/1/2021 30/12/2020 31/12/2020 2/1/2021 Used our Mediation and A/B Testing solutions to increase their ad-based ARPDAU by -15% 3/1/2020 ACTIVISION INTEGRATED SOLUTIONS User Growth Monetization Analytics Creative Publishing Confidential 18#19SONIC OVERVIEW Fueling user growth in Candy Crush Saga FO=ECO0 IS ironSource 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 Confidential 19#20SONIC OVERVIEW Publishing 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 3/29/2020 Cumulative of Join Clash and Join Clash 30 190M DOWNLOADS TO DATE' "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 20#21SONIC OVERVIEW Productizing the publishing process to generate hit games at scale Join Clash Games Flick Chess Games Sort It 30 Games Web Hero Games Wheel Scale Games IS ironSource Stacky Dash Games Skater Race Games Samurai Flash Games Source: App Arrie Chat Master Games Invincible Hero Games Lucky Basket Games Hide 'N Seek! Games Love Pins Games are ide Success Games Emoji Puzzle! Games Going Balls Basketball Roll Games Stack Rider Games Bead Sort Games 25 Games published using Supersonic solution as of March 31, 2021 18 Reached Top 10 Most Downloaded as of March 31, 2021 13M Daily Active Users as of March 31, 2021 Confidential 21#22SONIC OVERVIEW Business model tied to customer success Revenue Share IS ironSource C is ironSource Business Platform Usage Based N In-App Monetization rich Confidential 22#23SONIC OVERVIEW Our competitive landscape Game Creation unity IS ironSource General Advertising Platforms Google EPIC FACEBOOK Game-Focused Platforms Game Business Enablement is ironSource Game Content A APPLOVIN zynga Confidential 23#24SONIC OVERVIEW Why developers choose the ironSource business platform Best-in-class product suite, targeted for games No conflict of interest IS ironSource Comprehensive set of solutions in one platform Publishing product for indie developers is ironSource Deep expertise and partnership- focused approach Industry reputation Confidential 24#25Why 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 25#26iS ironSource Aura FOR TELECOM OPERATORS Amon Harish President, Co-Founder in d www se 8,320#27Aura 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 27#28Telecom operators face growth challenges is ironSource Limited and outdated user engagement Struggle with achieving digital transformation UNLIMITED Facing margin pressure from commoditization of data Confidential 28#29A single solution to engage users across the entire device lifecycle IS ironSource New Device Setup ironSource Aura Device Replacement In-Life Confidential 29#30Product showcase: Boost setup experience IS ironSource boost mobile Welcome to your new device Make yours by culonizing with Is there boost moo US users we received the prompt over the last 30 days of 15-Feb-21 Top Picks 0 O ww3 0 D CONTINUE> Boost Mobile Apps For You My Boost Boost Perks INSTALL> Confidential 30#31The Aura difference: dynamic user experience which is personalized across every dimension IS ironSource Crosswords W The Wee NEXT > Value device Rural Midwest Male, >55 O 5 C NEXT > Premium device Major metro area Male, <25 Confidential 31#32Product showcases: In-life IS ironSource O Tap here to complete 10 Selector Complete your OS upgrade 10 Device Update Manager Dark theme supported apps weather by Weathe Confidential 32#33Product showcase: replacement cycle IS ironSource AuraTrade-in Your Galaxy $20 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 your phone trade-in value by completing the following tests Camera Cam #1 Step Touch Screen Connect at the starts Start Test Declaration How would you describe your device's physical condition? Looks the new Marches Confirm & Continue Trade-in promotion with on-device redemption Tour trade-in credit $360 Popular Devices Samsung Galaxy 520-56 Samsung Galaxy Fold256 Confidential 33#34Customer case study: Boost Leveraging Aura, Boost has increased app engagement with users while driving consistent Q/Q revenue growth. 12 10 IS ironSource Q1 2020 Installs per user Q2 2020 Q3 2020 Q4 2020 boostmobile 175% INSTALLS PER USER 268% REVENUE PER USER Confidential 34#35IS ironSource is ironSource Aura Telco Grade Stable Secure Customer-Centric PP-A Cloud Grade Agile Dynamic User Experience-Centric Confidential 35#36Why 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 36#37Financial Overview Assaf Ben Ami CFO#38BUSINESS MODEL & FINANCIAL OVERVIEW ironSource: enterprise-driven scale, hypergrowth and profitability $390M LTM Q1'21 Revenue 176% Q1'21 Dollar-based net expansion rate is ironSource 96% Q1:21 Y/Y Revenue growth rate¹ 292 Q1'21 Customers >$100K As of March 31, 2001. Dollarbased not expans rate is defined as revenue for a certain penod of time from a set of customers for that same period divided by vnus from a prior period for the same set of customers Customers that contributed more than $100.000 of our total revenue in the trailing 12 months. For customers that contributed more than $100.000 total nivenue from continuing operations in the traing 12 months 33% Q1:21 Non-GAAP EBITDA margin 99% Q1'21 Gross retention rate ¹4 Confidential 38#39BUSINESS MODEL & FINANCIAL OVERVIEW Business model tied to customer success Revenue Share is ironSource C is ironSource Business Platform Usage Based N In-App Monetization dich Confidential 39#40BUSINESS MODEL & FINANCIAL OVERVIEW Robust historical and future revenue growth ANNUAL REVENUE YOY GROWTH $181 FY 2019A is ironSource 83% $332 FY 2020A 46% $480-490 FY 2021E Noten millions Figures are shown on a GAAP continuing operations bas QUARTERLY REVENUE YOY GROWTH $37 $45 $46 Q1'19 Q2'19 Q3'19 $52 65% $61 64% 574 Q4'19 Q1'20 Q2:20 09% $88 Q3'20 107% $108 Q4'20 90% $120 Q1'21 Confidential 40#41BUSINESS MODEL & FINANCIAL OVERVIEW Customers > $100K growing rapidly with high gross retention CUSTOMERS >$100K ANNUAL REVENUE % OF REVENUE 92% 142 Q1'19 IS ironSource 58% ۷/۷ 91% 224 Q1'20 30% Y/Y 292 Q1'21 GROSS RETENTION OF CUSTOMERS >$100K ANNUAL REVENUE 96% FY 2019 97% FY 2020 99% Q1'21 Confidential 41#42BUSINESS MODEL & FINANCIAL OVERVIEW Consistently high dollar-based net expansion rate¹ 136% Q1'19 ironSource has one of the highest reported dollar-based net expansion rates in software 147% Q2'19 IS ironSource 158% Q3'19 149% Q4'19 145% Q1'20 146% Q2:20 150% Q3'20 We calculate our dolar-based net expansion rate for a period by dividing ourent period continuing revenue from a set of customers by prior period revenue from continuing operations of the same s set of customers Prior period revenue is the traing 12-month revenue from continuing operations measured as of such prior period and Curent penod revenue s trang 12-month revenue from continuing operations by the same customers an of the curent period and Our calculation of our dollar-based net expansion rate includes the effect of any customer renes, expansion, contraction and chum, but excludes revenue from new customer 149% Q4'20 176% Q1'21 Confidential 42#43BUSINESS MODEL & FINANCIAL OVERVIEW Highly profitable and investing in future growth ANNUAL ADJUSTED EBITDA % Margin % YoY Growth 41% $74 FY 2019 39% $104 FY 2020 47% $150-155 FY 2021E Long-term Target IS ironSource am maginneboen the mpact of conta revenue acourts. Se the appende QUARTERLY ADJUSTED EBITDA $13 $19 $19 $23 Q1'19 02'19 Q3'19 Q4'19 Noen ons Aated CETOA non GAAP measure Aduated CETOA calculated by dividing aduated EBITOA by GAMP reconciation to the most directly compare GAAP $20 $21 $30 Q1:20 Q2'20 Q3'20 $33 Q4'20 $40 Q1'21 Confidential 43#44BUSINESS MODEL & FINANCIAL OVERVIEW Powerful customer cohort expansion REVENUE CONTRIBUTION BY CUSTOMER COHORT' 2016 2017 Cohort 2017 2018 Cohort 3.6x 2018 2019 Cohort 4.0x 4.3x 2019 3.0x 4.8x 9.1x • 2020 Cohort 2020 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 is ironSource For the year 31, 2000. Measured for all customers. Cohort expansion is calculated as the last trailing 12-month revenue contribution from continuing operations. 13% of Sonic customers >$100K use on-device placements and benefit from Aura, representing 29% of revenue³ Confidential 44#45BUSINESS MODEL & FINANCIAL OVERVIEW Forward model guidance (S IN MILLIONS) REVENUE GUIDANCE (5/19) ADJUSTED EBITDA /MARGIN is ironSource Q2 2021 $120-125 $40-42 33% FY 2021 Previous Guidance $455 $130 31% FY 2021 Guidance $480-490 $150-155 31% Confidential 45#46A 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 Our Platform Massive app economy market opportunity Scaled platform with room to grow Large enterprise customer base Our DNA Unique management team of founders Proven ability to consolidate and diversify Strong track record of building businesses in app economy Confidential 46#47Proposed Transaction#48Overview of Thoma Bravo 40+ 20+ 30% $70B+ Assets Under Management 55+ Years of Investment History Top Years Dedicated to Software Investing Average SaaS Growth Investment Professionals Performing Buyout Firm Thoma Bravo is one of the most experienced, successful private equity firms in the United States Thoma Bravo has made over 270 software investments, 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 der the supervision of persone now part of the Thoma Brant while at Thom Brow or its predecessor fm Thoma Crey Borce in one cases Testments conued only a portion of the funds in which they were made nostor could have made chant and no voved the res indicated evenind of the unde indicated. The performance of an inment and the aggregate performance of investments were calculated using actual cash flows and the value of naming interests in the restments for the penad tom closing of the tra investment in January 2003 through 2020. The aggregate performance calculations were made as each investment was made by one continuous fund beginning in January 2003 Past performance is not an indicator of tu IS ironSources and a the documents. The in of Thoms have is not shown, but is available upon request. Since investeeds in somers in some cases, constuts only a of the unds in which they were made nevestor could have received the results indicated Software ters to software and technology enated services verts made by or under the scension of persons now part of Thoma B Since investments in software, in some cases, constitute only a portion of the funds in which they were made novestor could have received the wts indicated Softwareers to software and technology enabied services under the supervision of persons now part of Thoma Brava cludes add-on acquations Confidential 48#49Thoma Bravo and ironSource offer a compelling partnership Thoma Bravo Investment Criteria Growth Business Investment Highlights 83% FY2020 REVENUE GROWTH -46% FY2021E REVENUE GROWTH Market Leading Franchise 80% INTEGRATION WITH THE TOP 100 MOST DOWNLOADED GAMES 2.5B MONTHLY ACTIVE USERS Ability to Innovate 10+ YEARS OF INNOVATING FOR APP DEVELOPERS AND TELECOM OPERATORS High Recurring Revenue 176% DOLLAR-BASED NET EXPANSION RATE FOR ALL CUSTOMERS 94% Q121 REVENUE FROM CUSTOMERS $100K Strong Management Team 5 CO-FOUNDERS LEADING Large Total Addressable Market $41B 2025 TAM 19% CAGR FROM 2020 TO 2025 10+ YEARS WORKING TOGETHER SCALING BUSINESSES Father of realed investments in software made by or under the supervision of persons now part of the Thoma Bao invest start while an Thoma Brava or its predecessor frm, Thoma Cely Brac Since in some cases the investments conatuted only a portion of the funds in which they were made no investor could have mude such an investment and no investor received the retums indicated even if an investor invested in all of the Ands indicated. The performance of an investment and the aggregate performance of investments were calculated using achd cash fows and the value of remaining enters the vestments for the period from closing of the first January 2000 vough 3020 The aggregate performance calculators were made asfach vent was made by one cortuus fund beginning in January 2003 Past performance is not an results and all data a qualified by the offering documents. The complete envestment history of Thoma evo is not shown, but is available upon at Since intments in software, in some cases, constitute only a portion of the IS ironSource funds in which they were maden ervestor could have received the results indicated. Software refers to softwars and technology enabled services is made by or under the supervision of persons now part of Thoma Dav Confidential 49 Srce estens in sofware some cases, conhe only a portion of the funds in which y were made no investor could have received the results refers to and services investments made by or under the supervision of persons now part of Thoma Bravo Calculated over the baling 12 months ending March 31, 2001 Curs contributing more than $100.000 in revenue ter to customers who for ordource over the ting 12 month#50Proposed 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-transactions IS ironSource Sources (Smm) SPAC Cash in Trust PIPE Proceeds Equity Rollover Total Sources Shares outstanding Pro Forma Enterprise Value Share price Post-money equity value (-) Not cash $1,000 Enterprise Value 1,300 8.500 $ 10,800 1,107 $10.00 $11,074 (740) $10,334 Soona and Lura, respectively plus 700m of cash from t transaction $200 of cash to balance sheet subject to reduction at vodource's masonable discretion promote and $74minvestment in ordinary shares "Assumes no redemptions by TESA shareholders Transaction costs displayed a s Cash to Balance Sheet Uses ($mm) Secondary Proceeds Equity Rollover Transaction Costs Total Uses TBA Sponsor 2 PIPE 12% Post Transaction Ownership TBA Shareholders 9% 77% $700² 1.500* ironSource Shareholders 8,500 $ 10,800 1005 Confidential 50#51Comparable companies benchmarking 2020E-2022E Revenue CAGR EV/2022E Revenue EV/2022E Revenue Growth Adjusted 37% is 16.5x is 0.45x is 33% the TradeDesk 37.5× 1.27x 29% 27.5x unity 1.06x unity Median: 29% 26% unity Median: 27.5x 25.8x 43% 0.78x adyen twilio 43.9x the TradeDesk adyen Median: 1.06x 1.20x 34% the TradeDesk Bill.com 38.6x Bill.com 1.03x adyen 34% shopify 26.5× shopify 0.78x 32% Bill.com 20.7x twilio 0.73x BIGCOMMERCE Median: 34% 24% BIGCOMMERCE Median: 26.5x 17.6x BIGCOMMERCE Median: 0.78x 0.60x twilio shopify Core Peers Enablement Peers IS ironSource Lab francial statements 3 Maka data as of 16-Mar-2001. Nec nource vence based on Growth Added matics based in and 2004 Confidential 51 Digha Tutvenue based on non-GAAP gross proft as a proxy for net revenus Digital Turbine CY2001-C2022 venue growth used as a proxy for 2 revenue growth rate due to February 2000 acquisition of Mabile Pose#52ironSource is one of a kind Public Global Technology Companies¹ With > $300M of Revenue With > 80% Gross Margin² With > 30% EBITDA Margin With > 50% Growth 2,3 3,647 255 32 13 1 IS ironSource Soute Capital "Does not include aware and semiconductor companies or companies based in China, Opal Turbine sorted Based on CY2 wart growth diven by acquisition adyen the TradeDeskunity zoom A intuit Adobe Bill.com is ironSource Scarce Combination of Scale, Growth and Profitability BIGCOMMERCE twilio A ATLASSIAN AUTODESK Hubspot alteryx shopify Confidential 52#53iS ironSource Thank you, Tomer Bar-Zeev CEO & Co-Founder ironsrc.com#54IS ironSource Appendix A: Financials & Market Opportunity Ű ●#55BUSINESS MODEL & FINANCIAL OVERVIEW Non-GAAP income statement (S 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 FY2019A $181 5 $186 (24) $162 (34) (32) (22) $(87) $74 FY2020A $332 4 $336 (47) $288 (48) (114) (24) $ (185) $ 104 FY2021E $480-490 6 $486-496 (70) $416-426 (66) (169-174) (31) $(266-271) $150-155 Confidential 55#56BUSINESS MODEL & FINANCIAL OVERVIEW Adjusted EBITDA reconciliation (S IN MILLIONS) Income from Operations Adjustments to Adjusted EBITDA: (+) Depreciation and amortization (+) Assets impairment (+) Stock-based compensation expense (+) Acquisition related costs (+) Initial public offering costs (-) Fair value adjustment related to contingent consideration Adjusted EBITDA 01 2019 $5 4 $13 01 2019 $12 3 $19 03 2019 $14 3 (1) $19 Q4 01 2019 2020 $12 4 0 6 $23 $14 is ironSource compensation subject to continuing employment and other acquisition related costs 4 3 $20 02 2020 $14 3 $21 Q3 2020 $24 2 $30 Q4 2020 $23 5 5 $33 01 2021 $15 5 16 2 1 $40 Note: Numbers might defer due to rounding. "Depreciation and amortization include amortization of intangible assets acquired in business combinations and capitalized software costs. The assets impaiment relates to ceased to be used capitalized software costs Stock-based compensation expense represents compensation expenses related to stock options granted to certain of our employees and expence related to the CVC secondary transaction. *Represents costs in connection with the acquisition of Soomla Inc. in January 2021 and Luna Labs Limited in February 2021. These costs include FY 2019 $43 17 0 15 (1) $74 FY 2020 $74 17 13 $104 FY 2021E $45-50 24 68 11 1 . $150-155 Confidential 56#57BUSINESS MODEL & FINANCIAL OVERVIEW Non-GAAP adjustments (S IN MILLIONS) Cost of Revenues Stock-based compensation expense Depreciation & amortization Non-GAAP COR Adjustments Research & Development Stock-based compensation expense Acquisition related costs Non-GAAP R&D Adjustments Sales & Marketing Stock-based compensation expense Depreciation & amortization Acquisition related costs Non-GAAP S&M Adjustments General & Administrative Stock-based compensation expense Depreciation & amortization Initial public offering costs Acquisition-related costs Fair value adjustment related to contingent consideration Non-GAAP G&A Adjustments IS ironSource Note: Numbers might defer due to rounding FY2019 (0) (10) $ (10) (4) 0 $(4) (5) (1) 0 $ (6) S (1) 0 0 1 $3 FY2020 (0) (10) $(11) (4) 0 $(4) (5) (1) 0 $ (6) (1) 0 0 0 $(5) FY2021E (1) (15) $ (16) (19) (6) $(25) (13) (2) (5) $(19) (36) (1) (1) 0 $ (30) Confidential 57#58Appendix: Total addressable market Core TAM TAM Expansion Opportunities Components of TAM IS ironSource User growth and monetization for gaming and non-gaming apps Source Atman Solon analys $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 58#59● IS ironSource Appendix B: Risk Factors#60Risk 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 60#61Risk Factors 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 10. 12. 13. 14. 15. 16. 17. 18. 19. 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 61#62Risk Factors 20. 21. 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 22. 23. 24. 25. 26. 27. 28. 29. 30. 31. 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 62#63Risk 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 63#64Risk Factors 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 44. 45. 46. 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 64

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