INDEMNIFICATION AGREEMENTIndemnification Agreement • March 2nd, 2021 • Applovin Corp • Services-computer programming, data processing, etc. • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [DATE] between Applovin Corporation, a Delaware corporation (the “Company”), and [NAME] (“Indemnitee”).
•] SHARES APPLOVIN CORPORATION COMMON STOCK, PAR VALUE $0.00003 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • March 22nd, 2021 • Applovin Corp • Services-computer programming, data processing, etc. • New York
●] SHARES APPLOVIN CORPORATION CLASS A COMMON STOCK, PAR VALUE $0.00003 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • December 2nd, 2021 • AppLovin Corp • Services-computer programming, data processing, etc. • New York
AMENDMENT NO. 6Credit Agreement • October 29th, 2021 • Applovin Corp • Services-computer programming, data processing, etc. • New York
WHEREAS, pursuant to that certain Series A Preferred Stock Purchase Agreement, dated as of July 13, 2018 (together with all exhibits, annexes, schedules and disclosure letters thereto, collectively, as modified, amended, supplemented or waived the “Purchase Agreement”), by and among, the Borrower and the Sponsor, the Borrower will issue shares of Series A Preferred Stock (the “Preferred Stock Financing”) to the Sponsor in exchange for at least $300.0 million (the “Minimum Equity Investment”);
APPLOVIN CORPORATION INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • December 7th, 2020 • Applovin Corp • Services-computer programming, data processing, etc. • Delaware
This Investors’ Rights Agreement (this “Agreement”) is made and entered into as of August 15, 2018 by and among Applovin Corporation, a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor,” each of the stockholders listed on Schedule B hereto, each of whom is referred to herein as a “Key Holder,” and any holder of a Lender Warrant that becomes a party to this Agreement in accordance with Section 7.14 hereof.
APPLOVIN CORPORATION INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • March 22nd, 2021 • Applovin Corp • Services-computer programming, data processing, etc. • Delaware
This Investors’ Rights Agreement (this “Agreement”) is made and entered into as of August 15, 2018 by and among Applovin Corporation, a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor,” each of the stockholders listed on Schedule B hereto, each of whom is referred to herein as a “Key Holder,” and any holder of a Lender Warrant that becomes a party to this Agreement in accordance with Section 7.14 hereof.
EQUITY EXCHANGE RIGHT AGREEMENTEquity Exchange Right Agreement • March 22nd, 2021 • Applovin Corp • Services-computer programming, data processing, etc. • Delaware
THIS EQUITY EXCHANGE RIGHT AGREEMENT (this “Agreement”) is made and entered into as of March 16, 2021, by and between Applovin Corporation, a Delaware corporation (the “Company”), and Herald Chen (the “Executive”).
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. AMENDED AND RESTATED...Share Purchase Agreement • April 7th, 2021 • Applovin Corp • Services-computer programming, data processing, etc. • Delaware
THIS AMENDED AND RESTATED SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of March 12, 2021 (the “Agreement Date”), by and among Applovin Corporation, a Delaware corporation (“Acquirer”), AppLovin Active Holdings, LLC, a Delaware limited liability company (“Holdco”), adjust GmbH, a German limited liability company (Gesellschaft mit beschränkter Haftung, GmbH) (the “Company”), the shareholders of the Company set forth on Schedule A (collectively, the “Shareholders”), and Spree Eternity GmbH, as agent for and on behalf of the Indemnifying Parties (the “Shareholders’ Agent”). Certain capitalized terms used herein are defined in Exhibit A.
AMENDMENT NO. 2Credit Agreement • March 2nd, 2021 • Applovin Corp • Services-computer programming, data processing, etc. • New York
THIS AMENDMENT NO. 2 (this “Amendment”), dated as of April 27, 2020, to the Credit Agreement, dated as of August 15, 2018 (as amended by Amendment No. 1, dated as of April 23, 2019, as further amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Applovin Corporation (the “Borrower”), and Bank of America, N.A., as administrative agent and collateral agent (collectively, the “Administrative Agent”). Capitalized terms used herein but not otherwise defined herein shall have the meanings provided to such terms in the Credit Agreement as amended by this Amendment.
SHARE REPURCHASE AGREEMENTShare Repurchase Agreement • August 21st, 2023 • AppLovin Corp • Services-computer programming, data processing, etc.
THIS SHARE REPURCHASE AGREEMENT (this “Agreement”) is made and entered into as of this 21st day of August, 2023, by and between KKR Denali Holdings L.P. (the “Seller”) and AppLovin Corporation, a Delaware corporation (the “Purchaser”).
19,866,397 SHARES APPLOVIN CORPORATION CLASS A COMMON STOCK, PAR VALUE $0.00003 PER SHARE UNDERWRITING AGREEMENT FEBRUARY 29, 2024Underwriting Agreement • March 4th, 2024 • AppLovin Corp • Services-computer programming, data processing, etc. • New York
DIRECTOR NOMINATIONS AGREEMENT OF APPLOVIN CORPORATIONDirector Nominations Agreement • March 22nd, 2021 • Applovin Corp • Services-computer programming, data processing, etc. • Delaware
This DIRECTOR NOMINATIONS AGREEMENT (as the same may be amended from time to time in accordance with its terms, the “Agreement”) is entered into as of March 16, 2021, by and among AppLovin Corporation, a Delaware corporation (the “Company”), and KKR Denali Holdings, L.P. (“Stockholder”).
AMENDMENT NO. 5Credit Agreement • March 22nd, 2021 • Applovin Corp • Services-computer programming, data processing, etc. • New York
WHEREAS, pursuant to that certain Series A Preferred Stock Purchase Agreement, dated as of July 13, 2018 (together with all exhibits, annexes, schedules and disclosure letters thereto, collectively, as modified, amended, supplemented or waived the “Purchase Agreement”), by and among, the Borrower and the Sponsor, the Borrower will issue shares of Series A Preferred Stock (the “Preferred Stock Financing”) to the Sponsor in exchange for at least $300.0 million (the “Minimum Equity Investment”);
WARRANT TO PURCHASE SHARES OF CLASS A COMMON STOCK of Applovin Corporation Dated as of May [__], 2020 Void after the date specified in Section 5Applovin Corp • March 2nd, 2021 • Services-computer programming, data processing, etc.
THIS CERTIFIES THAT, Applovin Corporation, a Delaware corporation (the “Company”), issues to Morocco, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Acquirer Sub”), this Warrant and for value received, Acquirer Sub hereby transfers, and the Company hereby consents to such transfer of, all right, title to and interest in this Warrant to [____], or its registered assigns (the “Holder”), who pursuant to this Warrant is entitled, subject to the provisions and upon the terms and conditions set forth herein, to purchase from the Company, shares of the Company’s Class A Common Stock, $0.0001 par value per share (collectively the “Shares”), in the amounts, at such times and at the price set forth in Section 1. The term “Warrant” as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein. This Warrant is issued in connection with an Agreement and Plan of Merger, dated as of [____], by and among the Comp
CONVERTIBLE SECURITY FOR CLASS A COMMON STOCK of Applovin Corporation Dated as of April , 2021Share Purchase Agreement • April 7th, 2021 • Applovin Corp • Services-computer programming, data processing, etc. • Delaware
THIS CERTIFIES THAT, AppLovin Corporation, a Delaware corporation (the “Company”), issues to , a company incorporated in (“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 Company’s Class A Common Stock, $0.00003 par value per share (“Class A Common Stock”), in the amounts and at such time set forth herein. 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 that certain AMENDED AND RESTATED SHARE PURCHASE AGREEMENT, dated March 12, 2021, by and among the Company, AppLovin Active Holdings, LLC, Adjust GmbH, Holder and certain other parties thereto (as amended by AMENDMENT TO THE AMENDED AND RESTATED SHARE PURCHASE AGREEMENT, dated [ ], and as may be amended from time
APPLOVIN CORPORATIONRestricted Stock Unit Agreement • March 13th, 2023 • AppLovin Corp • Services-computer programming, data processing, etc. • California
Unless otherwise defined herein, the terms defined in the AppLovin Corporation 2021 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Agreement which includes the Notice of Restricted Stock Unit Grant, including the performance matrix outlined in Appendix 1 (the “Notice of Grant”), the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A, the Country Addendum attached hereto as Exhibit B, and all other exhibits, appendices, and addenda attached hereto (the “Award Agreement”).
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • February 26th, 2024 • AppLovin Corp • Services-computer programming, data processing, etc.
This Consulting Services Agreement (“Agreement”) is effective as of January 1, 2024 (the “Effective Date”) between AppLovin Corporation, a Delaware corporation (and its Affiliates as defined below), having its principal place of business at 1100 Page Mill Road, Palo Alto, CA 94304 (“Company”), and Herald Chen, an individual residing in California (“Consultant”), each a “Party” and together the “Parties”. Company desires to have Consultant perform consulting services as an independent contractor to the Company and Consultant desires to perform such services for Company, subject to and in accordance with the terms and conditions of this Agreement. “Affiliate” means any entity controlling, controlled by or under common control with another entity, and “control” means either (a) the ownership of at least 50% of the interest in an entity or (b) the possession of the power to direct or cause the direction of the management and policies of an entity. Any required written notice under this Agr
EXCHANGE AGREEMENTExchange Agreement • March 22nd, 2021 • Applovin Corp • Services-computer programming, data processing, etc. • Delaware
THIS EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of March 16, 2021, by and between Applovin Corporation, a Delaware corporation (the “Company”), and stockholders of the Company listed on Schedule A hereto (collectively, “Exchange Stockholders”).
APPLOVIN LETTERHEAD]Letter Agreement • March 2nd, 2021 • Applovin Corp • Services-computer programming, data processing, etc. • California
This letter agreement (the “Agreement”) is entered into between [FULL NAME] (“you”) and AppLovin Corporation (the “Company” or “we”). This Agreement is effective as of the date you sign it, as indicated below. The purpose of this Agreement is to confirm the current terms and conditions of your employment.
AMENDED AND RESTATED SUBLEASE BY AND BETWEEN 1050 Page Mill Road Property, LLC, a Delaware limited liability company as Landlord and Applovin Corporation, a Delaware corporation as Tenant February 18, 2021By and Between • March 2nd, 2021 • Applovin Corp • Services-computer programming, data processing, etc. • California
THIS AMENDED AND RESTATED SUBLEASE, defined as the “Lease” herein, dated as of February 18, 2021 for reference purposes only, is made by and between 1050 PAGE MILL ROAD PROPERTY, LLC, a Delaware limited liability company (“Landlord”) and APPLOVIN CORPROATION, a Delaware corporation (“Tenant”), to be effective and binding upon the parties as of the date the last of the designated signatories to this Lease shall have executed this Lease (the “Effective Date of this Lease”).
CONVERTIBLE SECURITY FOR CLASS A COMMON STOCK of Applovin Corporation Dated as of November 18, 2020Applovin Corp • December 7th, 2020 • Services-computer programming, data processing, etc. • Delaware
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 Company’s 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 p
AGREEMENT AND PLAN OF MERGER by and among APPLOVIN CORPORATION, MOROCCO, INC., MOROCCO ACQUISITION SUB, INC., and MACHINE ZONE, INC. Dated as of May 19, 2020Agreement and Plan of Merger • March 2nd, 2021 • Applovin Corp • Services-computer programming, data processing, etc. • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of May 19, 2020 (the “Agreement Date”), by and among AppLovin Corporation, a Delaware corporation (“Acquirer”), Morocco, Inc., a Delaware corporation and wholly owned subsidiary of Acquirer (“Acquirer Sub”), Morocco Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of Acquirer Sub (“Merger Sub”) and Machine Zone, Inc., a Delaware corporation (the “Company”). Certain other capitalized terms used herein are defined in Exhibit A.
