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, 2024Merger Agreement • 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”).
