FORM OF SUBSCRIPTION AGREEMENTSubscription 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” (
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 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”).
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”).
