Nexxen International Ltd. American Depository Shares

our success and revenue growth are dependent on adding new advertisers and publishers, effectively educating and training our existing advertisers and publishers on how to make full use of our platform and increasing usage of our platform by advertisers and publishers;

our business depends on our ability to maintain and expand access to advertising spend, including spend from a limited number of DSPs, agencies and advertisers;

our business depends on our ability to maintain and expand access to valuable inventory from publishers, including our largest publishers;

we may not attract and retain advertisers and publishers if we may fail to make the right investment decisions in our platform, or innovate and develop new solutions that are adopted by advertisers and publishers;

significant parts of our business depend on relationships with data providers for data sets used to deliver targeted campaigns;

our business depends on our ability to collect, use and disclose certain data, including CTV data, to deliver advertisements. Any limitation imposed on our collection, use or disclosure of this data could significantly diminish the value of our platform;

if the use of third-party cookies, mobile device IDs, CTV data collection or other tracking technologies is restricted without similar or better alternatives (and adoption of such alternatives), our platforms effectiveness could be diminished;

our failure to meet content and inventory standards and provide services that our advertisers and publishers trust could harm our brand and reputation;

we must grow rapidly to become a market leader and to accomplish our strategic objective;

the market for programmatic buying for advertising campaigns is evolving;

if we fail to detect or prevent fraud on our platform, or malware intrusion into the systems or devices of our publishers and their consumers, publishers could lose confidence in our platform and we could face legal claims and other liability;

the rejection of digital advertising by consumers through opt-in, opt-out or ad-blocking technologies or other means;

our ability to scale our platform infrastructure to support anticipated growth and transaction volume;

disruptions to service from our third-party data center hosting facilities and cloud computing and hosting providers could impair the delivery of our services;

potential liability and harm to our business based on the human factor of inputting information into our platform;

any failure to protect our intellectual property rights;

if non-proprietary technology, software, products and services that we use are unavailable, have future terms we cannot agree to or do not perform as we expect;

the overall demand for advertising and reductions in marketing spend;

the macroeconomic headwinds including rising inflation, rising interest rates and global supply chain constraints;

there are risks related to the use and development of Generative Artificial Intelligence (AI);

any decrease in the use of the advertising or publishing channels that we primarily depend on, or failure to expand into emerging channels;

if CTV develops in ways that prevent advertisements from being delivered to consumers;

the competitive nature of the market in which we participate;

seasonal fluctuations in advertising activity;

the effective growth and training of our sales and support teams;

we are a party to a credit agreement which contains a number of covenants that may restrict our current and future operations and could adversely affect our ability to execute business needs;

that we may not realize the anticipated benefits of the Trading Structure Changes and it may negatively impact our liquidity and investor base;

the war and hostilities between Israel and Hamas, and between Israel and Hezbollah, Iran and Yemen, and other risks relating to our employees or our location in Israel;

legal and regulatory constraints; and

risks relating to legal or regulatory issues; and other risks associated with our financial profile and our Ordinary Shares.