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).
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.
