Participants in Solicitation
ironSource and Thoma Bravo and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Thoma
Bravos shareholders in connection with the proposed transaction. Additional information regarding the interests of those persons and other persons who may be deemed participants in the proposed transaction may be obtained by reading the proxy
statement/prospectus regarding the proposed transaction. You may obtain free copies of these documents as described in the preceding paragraph.
Forward-Looking Statements
This communication contains
forward-looking statements within the meaning of the federal securities laws with respect to the proposed transaction between Thoma Bravo Advantage (TBA) and ironSource Ltd. (ironSource). All statements other than statements
of historical facts contained in this communication, including statements regarding ironSources, TBAs or the combined companys future financial position, business strategy and plans and objectives of management for future
operations, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as may, will, should, expects, plans, anticipates,
could, intends, targets, projects, contemplates, believes, estimates, predicts, potential or continue or the negative of these
terms or other similar expressions. Forward-looking statements include, without limitation, ironSources or TBAs expectations concerning the outlook for their or the combined companys business, productivity, plans and goals for
future operational improvements and capital investments, operational performance, future market conditions or economic performance and developments in the capital and credit markets and expected future financial performance, as well as any
information concerning possible or assumed future results of operations of the combined company. Forward-looking statements also include statements regarding the expected benefits of the proposed transaction between ironSource and TBA.
Forward-looking statements involve a number of risks, uncertainties and assumptions, and actual results or events may differ materially from those projected
or implied in those statements. Important factors that could cause such differences include, but are not limited to: (i) the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect the price of
TBAs securities; (ii) the failure to satisfy the conditions to the consummation of the proposed transaction, including the adoption of the merger agreement by the shareholders of TBA and ironSource, the satisfaction of the minimum trust
account amount following redemptions by TBAs public shareholders and the receipt of certain governmental and regulatory approvals; (iii) the lack of a third party valuation in determining whether to pursue the proposed transaction;
(iv) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement; (v) the effect of the announcement or pendency of the transaction on ironSources business relationships,
performance, and business generally; (vi) risks that the proposed transaction disrupts current plans of ironSource and potential difficulties in ironSource employee retention as a result of the proposed transaction; (vii) the outcome of
any legal proceedings that may be instituted against ironSource or against TBA related to the merger agreement or the proposed transaction; (vii) the ability of ironSource to list its ordinary shares on the New York Stock Exchange;
(ix) volatility in the price of the combined companys securities due to a variety of factors, including changes in the competitive industry in which ironSource operates, variations in performance across competitors, changes in laws and
regulations affecting ironSources business and changes in the combined capital structure; (x) the ability to implement business plans, forecasts, and other expectations after the completion of the proposed transaction, and to identify and
realize additional opportunities; (xi) ironSources markets are rapidly evolving and may decline or experience limited growth; (xii) ironSources reliance on operating system providers and app stores to support its platform;
(xiii) ironSources ability to compete effectively in the markets in which it operates; (xiv) ironSources quarterly results of operations may fluctuate for a variety of reasons; (xv) failure to maintain and enhance the
ironSource brand; (xvi) ironSources dependence on its ability to retain and expand its existing customer relationships and attract new customers; (xvii) ironSources reliance on its customers that contribute more than $100,000
of annual revenue; (xviii) ironSources ability to successfully and efficiently manage its current and potential future growth; (xix) ironSources dependence upon the continued growth of the app economy and the increased usage of
smartphones, tablets and other connected devices; (xx) ironSources dependence upon the success of the gaming and mobile app ecosystem and the risks generally associated with the gaming industry; (xxi) ironSources, and
ironSources competitors, ability to detect or prevent fraud on its platforms; (xxii) failure to prevent security breaches or unauthorized access to ironSources or its third-party service providers data; (xxiii) the global
scope of ironSources operations, which are subject to laws and regulations worldwide, many of which are unsettled and still developing; (xxiv) the rapidly changing and increasingly stringent laws, contractual obligations and industry
standards relating to privacy, data protection, data security and the protection of children; and (xxv) the effects of health epidemics, including the COVID-19 pandemic.
ironSource and TBA caution you against placing undue reliance on forward-looking statements, which reflect current beliefs and are based on information
currently available as of the date a forward-looking statement is made. Forward-looking statements set forth herein speak only as of the date of this communication. Neither ironSource nor TBA undertakes any obligation to revise forward-looking
statements to reflect future events, changes in circumstances, or changes in beliefs. In the event that any forward-looking statement is updated, no inference should be made that ironSource or TBA will make additional updates with respect to that
statement, related matters, or any other forward-looking statements. Any corrections or revisions and other important assumptions and factors that could cause actual results to differ materially from forward-looking statements, including discussions
of significant risk factors, may appear, up to the consummation of the proposed transaction, in TBAs public filings with the SEC or, upon and following the consummation of the proposed transaction, in ironSources public filings with the
SEC, which are or will be (as appropriate) accessible at www.sec.gov, and which you are advised to consult.