THIS CONVERTIBLE SECURITY AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS IN ACCORDANCE WITH APPLICABLE REGISTRATION REQUIREMENTS OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THIS CONVERTIBLE SECURITY MUST BE SURRENDERED TO THE COMPANY OR ITS TRANSFER AGENT AS A CONDITION PRECEDENT TO THE SALE, TRANSFER, PLEDGE OR HYPOTHECATION OF ANY INTEREST IN ANY OF THE SECURITIES REPRESENTED HEREBY.
CONVERTIBLE SECURITY FOR CLASS A COMMON STOCK
Dated as of November 18, 2020
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Convertible Security for
Class A Common Stock
THIS CERTIFIES THAT, Applovin Corporation, a Delaware corporation (the Company), issues to Solcrest Limited, a private company limited by shares incorporated in Cyprus and wholly owned subsidiary of the Company (Buyer), this Convertible Security and, for value received, Buyer hereby transfers, and the Company hereby consents to such transfer, all right, title to and interest in this Convertible Security to Athena FZE, a United Arab Emirates Fujairah Media Free Zone enterprise (Holder), who pursuant to this Convertible Security is entitled, subject to the provisions and upon the terms and conditions set forth herein, to acquire from the Company, shares of the Companys Class A Common Stock, $0.00003 par value per share (Class A Common Stock), in the amounts, at such times and at the ratio set forth in Section 1. The term Convertible Security as used herein shall include this Convertible Security and any convertible securities delivered in substitution or exchange therefor as provided herein. This Convertible Security is issued in connection with an Asset Purchase Agreement, dated as of November 18, by and among the Company, Buyer, Holder, and certain other parties thereto (as may be amended from time to time, the Purchase Agreement).
The following is a statement of the rights of Holder and the conditions to which this Convertible Security is subject, and to which Holder, by acceptance of this Convertible Security, agrees:
1. Conversion of Convertible Security.
(a) Definitions. As used in this Convertible Security, the following terms shall have the following meanings:
(i) Converted Amount shall mean (a) if no portion of this Convertible Security has been previously converted, an amount up to the Maximum Conversion Amount but no less than the Minimum Conversion Amount (the Initial Converted Amount) and (b) if any portion of this Convertible Security has been previously converted, an amount equal to the Maximum Conversion Amount less the Initial Converted Amount.