March 20, 2021
Thoma Bravo Advantage
150 N. Riverside Plaza, Suite 2800
Chicago, Illinois 60606
121 Menachem Begin Street, Tel Aviv, Israel
Attn: Dalia Litay
Re: Sponsor Support Agreement
Ladies and Gentlemen:
This letter agreement (this Sponsor Agreement) is being delivered to Thoma Bravo Advantage, a Cayman Islands exempted company (SPAC), and ironSource Ltd., a company organized under the laws of the State of Israel (the Company), in accordance with that certain Agreement and Plan of Merger, dated as of the date hereof, by and among SPAC, the Company, and the other parties thereto (the Merger Agreement) and the transactions contemplated thereby or relating thereto (including the PIPE Financing, the Business Combination) and hereby amends and restates in its entirety that certain letter, dated January 14, 2021, from Thoma Bravo Advantage Sponsor, LLC, a Cayman Islands limited liability company (the Sponsor), and the undersigned individuals, each of whom is a member of SPACs board of directors (the SPAC Board) or management team (each, an Insider and collectively, the Insiders), to SPAC (the Prior Letter Agreement). Certain capitalized terms used herein are defined in Section 11 hereof. Capitalized terms used but not otherwise defined herein have the respective meanings ascribed to such terms in the Merger Agreement.
The Sponsor and each Insider hereby acknowledges and agrees that, as of the date hereof (subject to the second sentence of Section 20), the Prior Letter Agreement shall terminate and be of no further force or effect without any further liability thereunder.
Unless the context of this Sponsor Agreement otherwise requires, (i) words of any gender include each other gender, (ii) words using the singular or plural number also include the plural or singular number, respectively, (iii) the terms hereof, herein, hereby, hereto and derivative or similar words refer to this entire Sponsor Agreement, (iv) the terms Section and Schedule refer to the specified Section or Schedule of or to this Sponsor Agreement unless otherwise specified, (v) the word including shall mean including without limitation, (vi) the word or shall be disjunctive but not exclusive and have the meaning represented by the term and/or, and (vii) the phrase to the extent means the degree to which a subject matter or other thing extends, and such phrase shall not mean simply if.
In order to induce the Company and SPAC to enter into the Merger Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Sponsor and each Insider hereby agrees with SPAC and, at all times prior to any valid termination of the Merger Agreement, the Company as follows:
The Sponsor and each Insider irrevocably agrees that it, he or she shall:
vote all Common Stock and Founder Shares owned by it, him or her (all such common stock, the Covered Shares) in favor of the Business Combination and each other proposal related to the Business Combination included on the agenda for the special meeting of shareholders of SPAC relating to the Business Combination;
when such meeting of shareholders is held, appear at such meeting or otherwise cause such Covered Shares to be counted as present thereat for the purpose of establishing a quorum;