DEPOSIT AGREEMENT by and among TREMOR INTERNATIONAL LTD. and CITIBANK, N.A., as Depositary, and THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of [•][•], 2021Deposit Agreement • June 14th, 2021 • Tremor International Ltd. • Services-computer programming, data processing, etc. • New York
DEPOSIT AGREEMENT, dated as of [•][•], 2021, by and among (i) TREMOR INTERNATIONAL LTD., a company incorporated under the laws of the State of Israel, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).
CREDIT AGREEMENTCredit Agreement • March 7th, 2023 • Tremor International Ltd. • Services-computer programming, data processing, etc. • New York
This CREDIT AGREEMENT is entered into as of September 12, 2022, among UNRULY GROUP US HOLDING INC., a Delaware corporation (the “Borrower”), UNRULY HOLDINGS LIMITED, a private limited company organized under the laws of the United Kingdom (“Holdings”), TREMOR INTERNATIONAL LTD., a company organized under the laws of the State of Israel (the “Parent”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), each L/C Issuer party hereto and ROYAL BANK OF CANADA (“RBC”), as Administrative Agent and Collateral Agent.
Tremor International Ltd. [•] American Depositary Shares, Representing [•] Ordinary Shares (Par Value NIS 0.01 per Share) Underwriting AgreementUnderwriting Agreement • June 14th, 2021 • Tremor International Ltd. • Services-computer programming, data processing, etc. • New York
The ADSs are to be issued pursuant to a deposit agreement (the “Deposit Agreement”), dated as of [•], 2021, among the Company, Citibank N.A., as depositary (the “Depositary”), and holders from time to time of the American Depositary Receipts (“ADRs”) issued by the Depositary and evidencing the ADSs. The ADSs will initially represent the right to receive the Ordinary Shares deposited pursuant to the Deposit Agreement. The Company shall, following subscription by the Underwriters of the Underwritten Securities and, if applicable, the Option Securities, deposit, on behalf of the Underwriters, the Ordinary Shares represented by such ADSs with Citibank N.A., as custodian (the “Custodian”) for the Depositary, which shall deliver such ADSs to the Representatives for the account of the several Underwriters for subsequent delivery to the other several Underwriters.
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 25th, 2021 • Tremor International Ltd. • Services-computer programming, data processing, etc.
THIS INDEMNIFICATION AGREEMENT (the “Agreement”), dated as of ___________, 202_, is entered into by and between Tremor International Ltd., an Israeli company, whose address is 121 Hashmonaim Street, Tel Aviv, Israel (the “Company”), and the Indemnitee set forth on the signature page hereto (the “Indemnitee”).
SHARE AND ASSET PURCHASE AGREEMENT by and among TREMOR INTERNATIONAL LTD., UNRULY GROUP US HOLDING INC., UNRULY MEDIA PTY LTD. UNRULY MEDIA PTE LTD., AMOBEE GROUP PTE. LTD., and AMOBEE, INC., Dated as of July 25, 2022Share and Asset Purchase Agreement • March 7th, 2023 • Tremor International Ltd. • Services-computer programming, data processing, etc. • Delaware
THIS SHARE AND ASSET PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of July 25, 2022 by and among Tremor International Ltd., a company organized under the laws of the State of Israel (the “Asset Buyer”), Unruly Group US Holding Inc., a company organized under the laws of the State of Delaware (the “US Share Buyer”), Unruly Media Pty Ltd., a company organized under the laws of Australia (the “AZ Share Buyer”), Unruly Media Pte Ltd., a company organized under the laws of Singapore (the “Pte Share Buyer”, and together with the US Share Buyer and AZ Share Buyer, the “Share Buyers”, and the Share Buyers together with Asset Buyer, the “Buyers”), Amobee, Inc., a company organized under the laws of the State of Delaware (the “Asset Seller”), and Amobee Group Pte. Ltd., a company organized under the laws of Singapore (the “Share Seller”, and together with the Asset Seller, collectively, the “Sellers”) and the sole shareholder of each of (i) the Asset Seller, (ii) Amobee ANZ Pt
