INDEMNITY AGREEMENTIndemnity Agreement • February 12th, 2021 • McAp Acquisition Corp • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of ___________, 2021, by and between MCAP Acquisition Corporation, a Delaware corporation (the “Company”), and __________________ (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 12th, 2021 • McAp Acquisition Corp • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between MCAP Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________, 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Stockholders of the Company $[_____] of the principal and interest income earned on the Property as of the date hereof to a segregated account held by you on behalf of the Beneficiaries for distribution to the Public Stockholders who have requested redemption of their shares of Common Stock. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 2nd, 2021 • McAp Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of February 25, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between MCAP Acquisition Corporation, a Delaware corporation (the “Company”), and MCAP Acquisition, LLC, a Delaware limited liability company (the “Purchaser”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 29th, 2021 • AdTheorent Holding Company, Inc. • Services-computer programming, data processing, etc. • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of ________, 2021 between AdTheorent Holding Company, Inc., a Delaware corporation (the “Company”), and [•] (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 2nd, 2021 • McAp Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 25, 2021, is made and entered into by and among MCAP Acquisition Corporation, a Delaware corporation (the “Company”), MCAP Acquisition, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor, members of the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
WARRANT AGREEMENTWarrant Agreement • March 2nd, 2021 • McAp Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 25, 2021, is by and between MCAP Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent” and, in its capacity as transfer agent, referred to herein as the “Transfer Agent”).
MCAP Acquisition Corporation Chicago, Illinois 60606McAp Acquisition Corp • February 1st, 2021 • Blank checks • Illinois
We are pleased to accept the offer MCAP Acquisition, LLC (the “Subscriber” or “you”) has made to purchase 7,187,500 shares of Class B common stock (the “Shares”), $0.0001 par value per share (the “Class B Common Stock” together with all other classes of Company (as defined below) common stock, the “Common Stock”), up to 937,500 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of MCAP Acquisition Corporation, a Delaware corporation (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
WARRANT AGREEMENTWarrant Agreement • February 12th, 2021 • McAp Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [__], 2021, is by and between MCAP Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent” and, in its capacity as transfer agent, referred to herein as the “Transfer Agent”).
MCAP Acquisition Corporation Chicago, Illinois 60606Letter Agreement • March 2nd, 2021 • McAp Acquisition Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) by and between MCAP Acquisition Corporation, a Delaware corporation (the “Company”), and Cowen and Company, LLC, as the representative (the “Representative”) of the several underwriters named therein (each an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 31,625,000 of the Company’s units (including up to 4,125,000 units that may be purchased to cover the Underwriters’ option to purchase additional units, if any) (the “Units”), each comprised of one share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”), and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustme
AGREEMENT AND PLAN OF MERGER by and among CADENT, LLC, AWARD MERGER SUB, INC., NOVACAP CADENT ACQUISITION COMPANY, INC., NOVACAP CADENT HOLDINGS, INC., AND ADTHEORENT HOLDING COMPANY, INC. Dated as of April 1, 2024Agreement and Plan of Merger • April 1st, 2024 • AdTheorent Holding Company, Inc. • Services-computer programming, data processing, etc. • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 1, 2024, is entered into by and among Cadent, LLC, a Delaware limited liability company (“Parent”), Award Merger Sub, Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”), AdTheorent Holding Company, Inc., a Delaware corporation (the “Company”), Novacap Cadent Acquisition Company, Inc., a Delaware corporation (the “Borrower”) and Novacap Cadent Holdings, Inc. (“Holdings”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • April 1st, 2024 • AdTheorent Holding Company, Inc. • Services-computer programming, data processing, etc. • Delaware
This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of April 1, 2024 by and among Cadent, LLC, a Delaware limited liability company (“Parent”), Award Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and the undersigned stockholder (such stockholder, and any permitted transferee pursuant to Section 2 below, the “Stockholder”) of AdTheorent Holding Company, Inc., a Delaware corporation (the “Company”).
ADTHEORENT HOLDING COMPANY, LLC PARTICIPANT INTEREST AGREEMENTParticipant Interest Agreement • August 24th, 2021 • McAp Acquisition Corp • Blank checks • Delaware
This PARTICIPANT INTEREST AGREEMENT (this “Agreement”) is made as of May 6, 2019, between AdTheorent Holding Company, LLC, a Delaware limited liability company (the “Company”), and the individual set forth on the signature page hereto (“Optionee”).
SENIOR SECURED CREDIT FACILITIES CREDIT AGREEMENT dated as of December 22, 2021, among ADTHEORENT, INC., as the Borrower, ADTHEORENT ACQUISITION CORPORATION,Credit Agreement • December 29th, 2021 • AdTheorent Holding Company, Inc. • Services-computer programming, data processing, etc. • New York
THIS CREDIT AGREEMENT (this “Agreement”), dated as of December 22, 2021, is entered into by and among ADTHEORENT, INC., a Delaware corporation (the “Borrower”), ADTHEORENT ACQUISITION CORPORATION, a Delaware corporation (“AAC”), ADTHEORENT INTERMEDIATE HOLDING CORPORATION, a Delaware corporation (“Intermediate Holdings”), after giving effect to the SPAC Combination (as hereinafter defined), ADTHEORENT HOLDING COMPANY, LLC, a Delaware limited liability company (“Intermediate Holdings II”), ADTHEORENT HOLDING COMPANY, INC., a Delaware corporation (“Holdings”), and GRNT MERGER SUB 2 LLC, a Delaware limited liability company, the several banks and other financial institutions or entities from time to time party to this Agreement (each a “Lender” and, collectively, the “Lenders”), SILICON VALLEY BANK (“SVB”), as the Issuing Lender and the Swingline Lender, and SVB, as administrative agent and collateral agent for the Lenders (in such capacities, together with any successors and permitted as
MCAP ACQUISITION CORPORATION 27,500,000 Units Underwriting AgreementMcAp Acquisition Corp • March 2nd, 2021 • Blank checks • New York
MCAP Acquisition Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (collectively, the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 27,500,000 units of the Company (the “Underwritten Units”) and, at the option of the Underwriters, up to an additional 4,125,000 units of the Company (the “Option Units”). The Underwritten Units and the Option Units are herein referred to as the “Units.”
MCAP Acquisition Corporation Chicago, Illinois 60606Letter Agreement • February 12th, 2021 • McAp Acquisition Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) by and between MCAP Acquisition Corporation, a Delaware corporation (the “Company”), and Cowen and Company, LLC, as the representative (the “Representative”) of the several underwriters named therein (each an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 28,750,000 of the Company’s units (including up to 3,750,000 units that may be purchased to cover the Underwriters’ option to purchase additional units, if any) (the “Units”), each comprised of one share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”), and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustme
EMPLOYMENT AGREEMENTEmployment Agreement • January 26th, 2023 • AdTheorent Holding Company, Inc. • Services-computer programming, data processing, etc. • Delaware
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of January 30, 2023 (the “Effective Date”), between AdTheorent Holding Company, Inc., a Delaware corporation (the “Company”), and Patrick Elliott (“Executive”).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • July 27th, 2021 • McAp Acquisition Corp • Blank checks • New York
SPONSOR SUPPORT AGREEMENT, dated as of July 27, 2021 (this “Agreement”), by and among MCAP Acquisition, LLC, a Delaware limited liability company (“Sponsor”), AdTheorent Holding Company, LLC, a Delaware limited liability company (the “Company”), and MCAP Acquisition Corporation, a Delaware corporation (“Parent”).
BUSINESS COMBINATION AGREEMENT WAIVERBusiness Combination Agreement Waiver • December 9th, 2021 • McAp Acquisition Corp • Services-computer programming, data processing, etc.
This BUSINESS COMBINATION AGREEMENT WAIVER is made and entered into as of December 8, 2021 (this "Waiver") by and among H.I.G. Growth — AdTheorent Intermediate, LLC, a Delaware limited liability company (the “Blocker”), H.I.G. Growth — AdTheorent, LLC, a Delaware limited liability company (the “Blocker Member”), and AdTheorent Holding Company, LLC, a Delaware limited liability company (the “Company” and, together with the Blocker and the Blocker Member, the "Company Parties"). Capitalized terms used and not otherwise defined herein have the meanings set forth in the Business Combination Agreement (as defined below).
FORM OF SUBSCRIPTION AGREEMENTForm of Subscription Agreement • July 27th, 2021 • McAp Acquisition Corp • Blank checks • New York
In connection with the proposed business combination (the “Transaction”) between MCAP Acquisition Corporation, a Delaware corporation (the “Company”), and AdTheorent Holding Company, LLC, a Delaware limited liability company (“AdTheorent”), the undersigned desires to subscribe for and purchase from the Company, and the Company desires to sell to the undersigned, that number of shares of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), set forth on the signature page hereof for a purchase price of $10.00 per share (the “Per Share Price” and the aggregate of such Per Share Price for all shares subscribed for by the undersigned being referred to herein as the “Purchase Price”), on the terms and subject to the conditions contained herein. In connection with the Transaction, certain other “qualified institutional buyers” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) or institutional “accredited investors” (
STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • December 29th, 2021 • AdTheorent Holding Company, Inc. • Services-computer programming, data processing, etc.
This STOCKHOLDERS’ AGREEMENT (this “Agreement”), dated as of December 22, 2021, is entered into by and among AdTheorent Holding Company, Inc. (formerly known as MCAP Acquisition Corporation), a Delaware corporation (the “Company”), H.I.G. Growth – AdTheorent, LLC, a Delaware limited liability company (“H.I.G.”), MCAP Acquisition, LLC, a Delaware limited liability company (“Sponsor”), and each of the stockholders of the Company whose name appears on the signature pages hereto (each a “Stockholder,” and collectively with Sponsor, the “Stockholders”).
BUSINESS COMBINATION AGREEMENT by and among MCAP Acquisition Corporation, GRNT MERGER SUB 1 LLC, GRNT MERGER SUB 2 LLC, GRNT MERGER SUB 3 LLC, GRNT MERGER SUB 4 LLC, H.I.G. Growth – AdTheorent Intermediate, LLC, H.I.G. Growth – AdTheorent, LLC and...Business Combination Agreement • July 27th, 2021 • McAp Acquisition Corp • Blank checks • Delaware
BUSINESS COMBINATION AGREEMENT, dated as of July 27, 2021 (this “Agreement”), by and among MCAP Acquisition Corporation, a Delaware corporation (“Parent”), GRNT Merger Sub 1 LLC, a Delaware limited liability company (“Merger Sub 1”), GRNT Merger Sub 2 LLC, a Delaware limited liability company (“Merger Sub 2”), GRNT Merger Sub 3 LLC, a Delaware limited liability company (“Merger Sub 3”), GRNT Merger Sub 4 LLC, a Delaware limited liability company (“Merger Sub 4), H.I.G. Growth – AdTheorent Intermediate, LLC, a Delaware limited liability company (the “Blocker”), H.I.G. Growth – AdTheorent, LLC, a Delaware limited liability company (the “Blocker Member”), and AdTheorent Holding Company, LLC, a Delaware limited liability company (the “Company”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 2nd, 2021 • McAp Acquisition Corp • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between MCAP Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________, 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Stockholders of the Company $[_____] of the principal and interest income earned on the Property as of the date hereof to a segregated account held by you on behalf of the Beneficiaries for distribution to the Public Stockholders who have requested redemption of their shares of Common Stock. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
member SUPPORT AGREEMENTMember Support Agreement • July 27th, 2021 • McAp Acquisition Corp • Blank checks • Delaware
MEMBER SUPPORT AGREEMENT, dated as of July 27, 2021 (this “Agreement”), by and among MCAP Acquisition Corporation, a Delaware corporation (“Parent”), AdTheorent Holding Company, LLC, a Delaware limited liability company (the “Company”), and certain members of the Company whose names appear on the signature pages of this Agreement (each, a “Member” and, collectively, the “Members”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 29th, 2021 • AdTheorent Holding Company, Inc. • Services-computer programming, data processing, etc. • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 22, 2021, is made and entered into by and among AdTheorent Holding Company, Inc. (formerly known as MCAP Acquisition Corporation), a Delaware corporation (the “Company”), MCAP Acquisition, LLC, a Delaware limited liability company (“Sponsor”), and the undersigned parties listed as an Existing Holder on the signature pages hereto (each such party, together with Sponsor and any other person deemed an “Existing Holder” who hereafter becomes a party to this Agreement pursuant to Section 5.02 hereof, an “Existing Holder” and collectively, the “Existing Holders”), H.I.G. Growth – AdTheorent, LLC, a Delaware limited liability company (“H.I.G.”), and the undersigned parties listed as a New Holder on the signature pages hereto (each such party, together with any other person deemed a “New Holder” who hereafter becomes a party to this Agreement pursuant to Section 5.02 hereof, a “New Holder” and coll
MCAP ACQUISITION, LLC FORM OF COMMITMENT LETTERLetter Agreement • February 22nd, 2021 • McAp Acquisition Corp • Blank checks
AGREEMENT AND PLAN OF MERGER by and among CADENT, LLC, AWARD MERGER SUB, INC., NOVACAP CADENT ACQUISITION COMPANY, INC., NOVACAP CADENT HOLDINGS, INC., AND ADTHEORENT HOLDING COMPANY, INC. Dated as of April 1, 2024Agreement and Plan of Merger • June 21st, 2024 • AdTheorent Holding Company, Inc. • Services-computer programming, data processing, etc. • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 1, 2024, is entered into by and among Cadent, LLC, a Delaware limited liability company (“Parent”), Award Merger Sub, Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”), AdTheorent Holding Company, Inc., a Delaware corporation (the “Company”), Novacap Cadent Acquisition Company, Inc., a Delaware corporation (the “Borrower”) and Novacap Cadent Holdings, Inc. (“Holdings”).
