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IS ironSource

Filed: 25 May 21, 1:13pm
  

Filed by ironSource Ltd.

Pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

under the Securities Exchange Act of 1934

Subject Company: Thoma Bravo Advantage

Commission File No.: 001-39889

Date: May 25, 2021


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A leading business platform empowering content creators to prosper in the app economy COMPANY PRESENTATION MAY 2021


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Disclaimer About this Presentation This investor presentation (this “Presentation”) is for informational purposes only to assist interested parties in 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 or 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 (i) 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 in 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 or 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 dificulty 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 that 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 has independently verfied 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 at 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 is entered into, the PIPE ?financing will be offered and sold only to “qualified institutional buyers” (as defined in Rule 144A under the Securities Act) and institutional “accredited investors” (as defined in 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 an offer to sell or a solicitation of an offer to buy the 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 in 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 ®, ™ 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 or display of other parties’ trademarks, trade names or 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. Confidential 2


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850+ 2010 EMPLOYEES3 FOUNDED 50%+ R&D EMPLOYEES3 Proven track record of $390M 176% building and scaling LTM REVENUE Q1’21 DOLLAR-BASED NET EXPANSION RATE Q1’211,3 businesses in the 292 App Economy 96% CUSTOMERS CONTRIBUTING MORE Q1’21 Y/Y REVENUE GROWTH THAN $100K IN REVENUE Q1’212 94% OF REVENUE FROM $123M CUSTOMERS THAT ARE CONTRIBUTING MORE THAN $100K IN ANNUAL REVENUE2,3 LTM ADJUSTED EBITDA Q1’21 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 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 March, 31, 2021. Confidential 3


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Tomer Bar-Zeev Orlando Bravo CEO, Founding Partner Co-Founder Omer Kaplan Arnon Harish t Sayle CRO, President, tner Co-Founder Co-Founder Confidential 4


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Everything is mobile Everything mobile is apps 6.7B 4.3hrs 140B 83% DEVICES GLOBALLY1 PER DAY ON MOBILE2 APPS DOWNLOADED OF DEVICE TIME IN APPS2 GLOBALLY IN 20203 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 SensorTower.


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Games Social 1 Source: Newzoo Research—Global Games Market Report 6


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2.6B MOBILE GAMERS WORLDWIDE IN 20201 Video games were only for gamers Mobile games are for everyone 1 Source: Newzoo Research—Global Games Market Report Confidential 7


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The booming game category is being fueled by innovative tech platforms Confidential 8


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ironSource powers the fast-growing mobile game category ironSource is one of the top independent The ironSource platform is used by 90% of the platforms for game developers1 top 20 most downloaded games2 1 2 Google Ads Facebook Ads 3 4 Unity ironSource 1 Source: Appsflyer. Power ranking of app growth solutions (H1 2020). 2 Source: App Annie. Top 20 downloaded games (December 2020) Confidential 9


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Our approach to the mobile app economy—serving the main constituents App Developers Telecom Operators Creative User Device User Growth Monetization Analytics Publishing Management Engagement Management Confidential 10


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One platform with a comprehensive set of solutions, operating at scale PLATFORM Platform ironSource Sonic ironSource Aura SOLUTION SUITE FOR APP DEVELOPERS FOR TELECOM OPERATORS Creative User Device SOLUTIONS User Growth Monetization Analytics Publishing Analytics Management Engagement Management 2.5B MONTHLY ACTIVE USERS1 1 As of March 31, 2021 Confidential 11


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Eyal Omer Tomer CSO, CRO, CEO, Co-Founder Co-Founder Co-Founder Arnon President, Co-Founder Avi VP, Finance Dana Dalia VP People General Counsel Assaf Tamir Melissa CFO COO, VP Marketing Co-Founder Unique, founder-led team


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SONIC OVERVIEW Games grow through promoting their content on other games Confidential 14


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SONIC OVERVIEW How we turn games into businesses 1 2 Grow User Base Drive Revenue e Creat Sonic 4 3 Re-Invest Analyze & Optimize Confidential 15


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SONIC OVERVIEW Comprehensive solutions for the app growth cycle 1 2 User Creative Monetization Analytics Publishing Drive Growth Management Grow Revenue SOLUTIONS User Base Campaign Mediation App Analytics Creative workflow Marketability Management Management Testing Sonic Automated Cross Cross Platform Network Ad Quality Creative Promotion UA Management PRODUCTS Production ROAS Game A/B Testing Cohort Reports Automation Management 4 3 Segmentation Creative Analytics Re-Invest Analyze & Optimize Confidential 16


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SONIC OVERVIEW How developers integrate products Create Business Create a game Publish a game Grow user base Drive revenue Analyze & optimize Choosing a game Choosing a publishing Working with multiple Choosing one Choosing a engine: product: partners by default: mediation product: creative platform: Choosing a brand safety solution: Adding multiple monetization networks . Confidential 17


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SONIC OVERVIEW Powering the first free-to-play Call of Duty: Mobile game Test Group Control Group User Growth Monetization +~15% Analytics Creative Publishing our Mediation and A/B Testing solutions to ease their ad-based ARPDAU by ~15% Confidential 18


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SONIC OVERVIEW Fueling Crush Saga 69% 60% 58% User Growth Monetization 24% Analytics Creative 6% Oct Nov Dec Jan Feb Publishing ROAS AUTOMATION: ADOPTION RATE Confidential 19


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SONIC OVERVIEW Publishing Join Clash for bigger and better results App Store position by most downloaded INTEGRATED SOLUTIONS Best Position: 6 190M DOWNLOADS TO DATE1 User Growth Best Position: 74 Monetization “Even though we had our own skilled UA and ad monetization Switched to publishing teams, we still felt we could achieve Analytics bigger and better results in the long term by working together.” Creative—Evgeniy Sidorov, Lead Game Producer at Freeplay, Developer of Join Clash Publishing 1 Cumulative of Join Clash and Join Clash 3D Confidential 20


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SONIC OVERVIEW Productizing the publishing process to generate Stack Rider Games Bead Sort Games Wheel Scale! Games Source: App Annie Confidential 21


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SONIC OVERVIEW Business model tied to customer success Business Platform Revenue Share Usage Based In-App Monetization Confidential 22


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SONIC OVERVIEW Our competitive landscape General Advertising Platforms Game-Focused Platforms Game Creation Game Business Enablement Game Content Confidential 23


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SONIC OVERVIEW Why developers choose the ironSource business platform Best-in-class product suite, Comprehensive set of solutions in Deep expertise and partnership-targeted for games one platform focused approach No conict of interest Publishing product for indie Industry reputation developers Confidential 24


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Why we win Land-and-expand Unique Platform of choice Sticky platform platform combination Full suite of Revenue model tied Customer Only platform to offer solutions across the to customer re-investment in both in-app and app growth cycle success future growth on-device distribution Confidential 25


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Aura FOR TELECOM OPERATORS Arnon Harish President, Co-Founder Confidential


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Aura for telcos: a natural extension of our platform Sonic Aura Provide Sonic customers with Empower telcos to achieve access to massive, exclusive digital transformation and participate inventory in the app economy Confidential 27


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Telecom operators face growth challenges UNLIMITED Limited and outdated user Struggle with achieving digital Facing margin pressure from engagement transformation commoditization of data Confidential 28


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A single solution to engage users across the entire device lifecycle New Device Setup In-Life Aura Device Replacement Confidential 29


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Product showcase: Boost setup experience Confidential 30 1 US users who received the prompt over the last 30 days as of 15-Feb-21


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The Aura diffirence:: dynamic user experience which is personalized across every dimension Value device Premium device Rural Midwest Major metro area Male, >55 Male, <25 Confidential 31


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Product showcases: In-life Device Update Manager Confidential 32


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Product showcase: replacement cycle Your Galaxy S20 5G may be worth up to $360 when traded-in Trade-in promotion with on-device redemption Confidential 33


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Customer case study: Boost Leveraging Aura, Boost has increased app engagement with users while driving consistent Q/Q revenue growth. Installs per user 175% INSTALLS PER USER 268% REVENUE PER USER Confidential 34


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Carrier Grade Aura Telco Grade Cloud Grade Stable Agile Secure Dynamic Customer-Centric User Experience-Centric Confidential 35


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Why we win Land-and-expand Platform of choice Sticky platform Content platform Full suite of solutions Deeply integrated & Deep integration Ability to connect the across the entire device hard to displace, with means customer solution to a massive lifecycle high barrier to entry expansion is turnkey marketplace of apps and offers Confidential 36


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Financial Overview Assaf Ben Ami CFO


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BUSINESS MODEL & FINANCIAL OVERVIEW ironSource: enterprise-driven scale, hypergrowth and profitability $390M 96% 33% LTM Q1’21 Q1’21 Y/Y Q1’21 Non-GAAP Revenue Revenue growth rate1 EBITDA margin 176% 292 99% Q1’21 Dollar-based net Q1’21 Customers Q1’21 Gross retention expansion rate2 >$100K1,3 rate1,4 1 As of March 31, 2021. 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 Customers that contributed more than $100,000 of our total revenue in the trailing 12 months. 4 For customers that contributed more than $100,000 of our total revenue from continuing operations in the trailing 12 months. Confidential 38


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BUSINESS MODEL & FINANCIAL OVERVIEW Business model tied to customer success Business Platform Revenue Share Usage Based In-App Monetization Confidential 39


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BUSINESS MODEL & FINANCIAL OVERVIEW Robust historical and future revenue growth ANNUAL REVENUE QUARTERLY REVENUE YoY GROWTH 83% 46% YoY GROWTH 65% 64% 89% 107% 96% $120 $108 $88 $74 $61 $480-490 $52 $46 $45 $37 $332 $181 FY 2019A FY 2020A FY 2021E Q1’19 Q2’19 Q3’19 Q4’19 Q1’20 Q2’20 Q3’20 Q4’20 Q1’21 Note: $ in millions. Figures are shown on a GAAP, continuing operations basis Confidential 40


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BUSINESS MODEL & FINANCIAL OVERVIEW Customers >$100K growing rapidly with high gross retention 1 CUSTOMERS >$100K ANNUAL REVENUE1 GROSS RETENTION OF CUSTOMERS >$100K ANNUAL REVENUE % OF 92% 91% 94% REVENUE 292 30% Y/Y 96% 97% 99% 224 58% Y/Y 142 Q1’19 Q1’20 Q1’21 FY 2019 FY 2020 Q1’21 1 Customers that contributed more than $100k to total revenue from continuing operations in a given trailing 12-month period Confidential 41


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BUSINESS MODEL & FINANCIAL OVERVIEW Consistently high dollar-based net expansion rate1 ironSource has one of the highest reported dollar-based net expansion rates in software 176% 158% 147% 149% 150% 149% 146% 145% 136% Q1’19 Q2’19 Q3’19 Q4’19 Q1’20 Q2’20 Q3’20 Q4’20 Q1’21 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 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. Confidential 42


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BUSINESS MODEL & FINANCIAL OVERVIEW Highly profitable and investing in future growth ANNUAL ADJUSTED EBITDA QUARTERLY ADJUSTED EBITDA Long-term % Margin Target 41% 31% 31% 40%+ $40 % YoY Growth $33 39% 47% $30 $23 $19 $20 $21 $19 $150-155 $13 $104 $74 FY 2019 FY 2020 FY 2021E Q1’19 Q2’19 Q3’19 Q4’19 Q1’20 Q2’20 Q3’20 Q4’20 Q1’21 Note: $ in millions. Adjusted EBITDA is a non-GAAP measure. Adjusted EBITDA is calculated by dividing adjusted EBITDA by GAAP revenue. EBITDA margin includes the impact of contra-revenue accounts. See the appendix for a reconciliation to the most directly comparable GAAP measure Confidential 43


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BUSINESS MODEL & FINANCIAL OVERVIEW Powerful customer cohort expansion REVENUE CONTRIBUTION BY CUSTOMER COHORT1 • Customer success Customer Expansion2 • Expanded usage of existing solutions 3.0x • Incremental cross-sell and up-sell 3.0x • 69% of Sonic customers >$100K 4.8x use both user growth and 4.8x monetization solutions, representing 59% of revenue3 4.0x 4.0x 9.1x 9.1x 3.6x 4.3x • 13% of Sonic customers >$100K use on-device placements and 2016 2017 2018 2019 4.3x 2020 3.6x benefit from Aura, representing 29% of revenue3 • 2017 Cohort • 2018 Cohort • 2019 Cohort • 2020 Cohort 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 44


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BUSINESS MODEL & FINANCIAL OVERVIEW Forward model guidance FY 2021 ($ IN MILLIONS) Q2 2021 Previous Guidance FY 2021 Guidance REVENUE GUIDANCE (5/19) $120-125 $455 $480-490 ADJUSTED EBITDA $40-42 $130 $150-155 / MARGIN 33% 31% 31% Confidential 45


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A leading business platform empowering content creators to prosper in the app economy Our Financials Our Platform Our DNA Massive app economy Unique management team Robust top line growth market opportunity of founders Established margin profile Scaled platform with room Proven ability to consolidate to grow and diversify Strong track record of Proven land and expand model Large enterprise customer base building businesses in app economy Confidential 46


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Proposed Transaction


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Overview of Thoma Bravo Years of Investment 40+ History Thoma Bravo is one of the most experienced, successful private equity forms in the United States Years Dedicated to Thoma Bravo has made over 270 software investments,1 giving them unique industry insights and an 20+ Software Investing unparalleled network Rich history of backing existing management teams to successfully grow their businesses at every size $70B+ Assets Under Management 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 30% Average SaaS Growth average grow 30% within their portfolio The managing partners have been working together for 15+ years and are aligned with our strategy. 55+ Investment Professionals 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: Top Performing Buyout Firm 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 stay 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 quali?ed 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 Confidential 48 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.


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Thoma Bravo and ironSource offer a compelling partnership Thoma Bravo Investment Criteria Market High Strong Large Total Growth Ability to Management Leading Recurring Addressable Business Innovate Team Franchise Revenue Market Investment Highlights 83% 80% 10+ 176% 5 $41B FY2020 REVENUE INTEGRATION WITH YEARS OF DOLLAR-BASED NET CO-FOUNDERS 2025 TAM GROWTH THE TOP 100 MOST INNOVATING FOR APP EXPANSION RATE LEADING DOWNLOADED GAMES DEVELOPERS AND FOR ALL TELECOM CUSTOMERS1 OPERATORS ~46% 2.5B 94% 10+ 19% FY2021E MONTHLY ACTIVE USERS Q121 REVENUE FROM YEARS WORKING CAGR FROM REVENUE GROWTH CUSTOMERS >$100K2 TOGETHER SCALING 2020 TO 2025 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 sta? 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 ?ows 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. Confidential 49 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 March 31, 2021. 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.


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Proposed transaction summary • Thoma Bravo Advantage (“TBA”) is a publicly listed special purpose Sources ($mm) Uses ($mm) acquisition vehicle with $1 billion in trust SPAC Cash in Trust $ 1,0004 Cash to Balance Sheet $ 7002 • TBA has agreed to combine with ironSource based on a $10 billion pre-money equity valuation PIPE Proceeds 1,300 Secondary Proceeds 1,5004 • Thoma Bravo is committed to a $300mm contribution to the proposed PIPE Equity Rollover 8,500 Equity Rollover 8,500 • An affiliate of Thoma Bravo will backstop redemptions exceeding $150mm, Transaction Costs 1005 or forfeit a portion of the 25mm sponsor shares pro-rata to the excess redemptions, subject to a $250mm cap Total Sources $ 10,800 Total Uses $ 10,800 • 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 3 Pro Forma Enterprise Value Post Transaction Ownership • ironSource will maintain post-closing a dual class stockholder structure with super-voting rights for pre-IPO shareholders of 5:1 Shares outstanding 1,107 TBA Shareholders TBA Sponsor 2% • After giving effect to the transaction, the company is expected to have Share price $ 10.00 PIPE approximately $740 million of unrestricted cash in addition to public equity currency Post-money equity value $ 11,074 • Total anticipated consideration to ironSource stockholders will be approximately $10 billion, which is expected to be comprised of (-) Net cash (740)1 approximately $1.5 billion in cash consideration to existing shareholders, and the remainder in stock of the combined company. ironSource Enterprise Value $ 10,334 shareholders will own approximately 77% post-transactions 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 Confidential 50 promote and $24m investment in ordinary shares. 4 Assumes no redemptions by TBA shareholders. 5 Transaction costs displayed are estimates.


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Comparable companies benchmarking Median: 29% Median: 34% 2022ECAGR 43%—37% 33% 34% 34% 32% 2020E Revenue 29% 26% 24% Median: 27.5x Median: 26.5x Revenue 37.5x 43.9x 38.6x 27.5x 25.8x 26.5x 20.7x 17.6x 2022E 16.5x / EV Median: 0.78x Median: 1.06x Revenue 1.27x 1.20x 1.06x 1.03x Adjusted 0.78x 0.78x 0.73x 0.60x 2022E 0.45x / EV Growth 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 51 Digital Turbine revenue based on non-GAAP gross pro?t 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.


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ironSource is one of a kind Public Global Technology Companies1 3,647 With > $300M of Revenue2 255 393 With > 80% Gross Margin2 253 32 2 13 With > 30% EBITDA Margin 13 1 4 With > 50% Growth2,3 Scarce Combination of Scale, Growth and Profitability Source: Capital IQ. 1 Does not include hardware and semiconductor companies or companies based in China, Digital Turbine sorted on a net revenue basis. Confidential 52 2 Based on CY’20 consensus estimates. 3 Excludes Xperi as forward growth driven by acquisition


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Thank you, Tomer Bar-Zeev CEO & Co-Founder ironsrc.com


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Appendix A: Financials & Market Opportunity


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BUSINESS MODEL & FINANCIAL OVERVIEW Non-GAAP income statement ($ IN MILLIONS) FY2019A FY2020A FY2021E GAAP Revenue $ 181 $ 332 $ 480-490 (+) Customer Incentives Amortization 5 4 6 Non-GAAP Revenue $ 186 $ 336 $ 486-496 (-) Non-GAAP Cost of Revenues (24) (47) (70) Non-GAAP Gross Profit $ 162 $ 288 $ 416-426 (-) Non-GAAP R&D (34) (48) (66) (-) Non-GAAP S&M (32) (114) (169-174) (-) Non-GAAP G&A (22) (24) (31) Non-GAAP Operating Expenses $ (87) $ (185) $ (266-271) Adjusted EBITDA $ 74 $ 104 $ 150-155 Confidential 55


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BUSINESS MODEL & FINANCIAL OVERVIEW Adjusted EBITDA reconciliation ($ IN MILLIONS) Q1 Q1 Q3 Q4 Q1 Q2 Q3 Q4 Q1 FY FY FY 2019 2019 2019 2019 2020 2020 2020 2020 2021 2019 2020 2021E Income from Operations $5 $12 $14 $12 $14 $14 $24 $23 $15 $43 $74 $45-50 Adjustments to Adjusted EBITDA: (+) Depreciation and amortization1 4 4 4 4 4 4 4 5 5 17 17 24 (+) Assets impairment2 ——0 — ——0 —(+) Stock-based compensation expense3 4 3 3 6 3 3 2 5 16 15 13 68 (+) Acquisition related costs4 — — — — 2 — 11 (+) Initial public offering costs — — — — 1 — 1 (-) Fair value adjustment related to contingent — (1) — — — (1) —consideration Adjusted EBITDA $13 $19 $19 $23 $20 $21 $30 $33 $40 $74 $104 $150-155 Note: Numbers might defer due to rounding. 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. 4 Represents costs in connection with the acquisition of Soomla Inc. in January 2021 and Luna Labs Limited in February 2021. These costs include compensation subject to continuing employment and other acquisition-related costs. Confidential 56


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BUSINESS MODEL & FINANCIAL OVERVIEW Non-GAAP adjustments ($ IN MILLIONS) FY2019 FY2020 FY2021E Cost of Revenues Stock-based compensation expense (0) (0) (1) Depreciation & amortization (10) (10) (15) Non-GAAP CoR Adjustments $ (10) $ (11) $ (16) Research & Development Stock-based compensation expense (4) (4) (19) Acquisition related costs 0 0 (6) Non-GAAP R&D Adjustments $ (4) $ (4) $ (25) Sales & Marketing Stock-based compensation expense (5) (5) (13) Depreciation & amortization (1) (1) (2) Acquisition related costs 0 0 (5) Non-GAAP S&M Adjustments $ (6) $ (6) $ (19) General & Administrative Stock-based compensation expense (7) (4) (36) Depreciation & amortization (1) (1) (1) Initial public offering costs 0 0 (1) Acquisition-related costs 0 0 (1) Fair value adjustment related to contingent consideration 1 0 0 Non-GAAP G&A Adjustments $ (7) $ (5) $ (39) Note: Numbers might defer due to rounding Confidential 57


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Appendix: Total addressable market $41B $10B 19% CAGR Core TAM $17B TAM Expansion $30B Opportunities 2020 2025 App placement, Expansion to User growth and Expansion in offering Game publishing additional services Components monetization for service device management for non-gaming apps and news content and devices beyond of TAM gaming and mobile non-gaming apps services Source: Altman Solon analysis Confidential 58


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Appendix B: Risk Factors


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Risk 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. The markets for our solution suites are rapidly evolving and may decline or experience limited growth 2. 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 3. 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 4. Our quarterly results of operations may filuctuate for a variety of reasons, and these fuctuations make it dificult 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 5. 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 sufer 6. Our business depends on our ability to retain and expand our existing customer relationships and attract new customers 7. 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 8. If we do not successfully and eficiently manage our current and potential future growth, our business, financial condition and results of operations could be harmed 9. Our business growth is dependent upon the continued growth of the app economy and the increased usage of smartphones, tablets and other connected devices Confidential 60


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Risk Factors 10. 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 11. 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 12. Our business is subject to risks generally associated with the mobile gaming industry 13. 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 14. 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 15. 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 16. 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 17. 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 18. 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 19. 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 Confidential 61


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Risk Factors 20. 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 21. 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 22. 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 23. 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 24. 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 25. Our operations are global in scope, creating a variety of operational and regulatory challenges 26. 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 27. 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 28. Fluctuations in currency exchange rates could harm our operating results and financial condition 29. Seasonality may cause fluctuations in our sales and results of operations 30. 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 31. 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 Confidential 62


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Risk Factors 32. Our business could be disrupted by catastrophic events 33. Our global operations may subject us to potential adverse tax consequences 34. 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 35. 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 36. 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 37. 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 38. 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 39. We may become subject to intellectual property disputes, which are costly and may subject us to significant liability and increased costs of doing business 40. 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 41. The dual class structure of our ordinary shares may adversely affect the trading market for our Class A ordinary shares 42. 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 43. 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 Confidential 63


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Risk Factors 44. 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 45. 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 46. 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 Confidential 64