#164% 76% STO 39 ΚΡΙ ADTHEORENTⓇ Investor Presentation June 2021#2DISCLAIMER ADTHEORENT NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL. THIS PRESENTATION IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. This presentation is exclusively for the benefit and internal use of the recipient and solely as a preliminary basis for discussion. This presentation has been prepared to assist interested parties in making their own evaluation with respect to a potential business combination between MCAP Acquisition Corporation ("MCAP") and AdTheorent, Inc. (the "Company" or "A\T") and related transactions (the "Proposed Business Combination") and for no other purpose. This presentation is strictly confidential and may not be reproduced, summarized or disclosed, in whole or in part, without the prior written authorization of AdTheorent. This disclaimer and the requirement for strict confidentiality shall apply without prejudice to any other confidentiality obligations to which you are subject. By accepting this presentation, you hereby agree to be bound by and comply with the restrictions contained herein. By accepting and/or by reading this presentation, the recipient agrees and undertakes towards the Company that it will not, and will cause its directors, officers, employees, representatives, advisors and consultants (the "Representatives") not to, disclose any type of information relating to the Company and that it shall, and shall cause its Representatives to, return this presentation together with any copies to the Company, if requested. This presentation does not purport to be comprehensive or all-inclusive and it is wholly indicative and for information purposes only. It does not purport to contain all of the information that may be required to make a full analysis of AdTheorent or the Proposed Business Combination. It is not intended to form any basis of any investment decision or any other decision in respect to the Proposed Business Combination. This presentation is based on information which have not been independently verified and which may have not been audited. Any estimates and projections contained herein involve significant elements of subjective judgment and analysis, which may or may not be correct. To the fullest extent permitted by law, in no circumstances will MCAP and AdTheorent, or any of their respective subsidiaries, stockholders, affiliates, representatives, partners, directors, officers, employees, advisers or agents provide any guarantee or warranty (express or implied) or assume any responsibility with respect to the authenticity, origin, validity, accuracy or completeness of the information and data contained herein or assume any obligation for damages, losses or costs (including, without limitation, any direct or consequential losses or losses of profits) resulting from any errors or omissions in this presentation, reliance on the information contained within it, or on opinions communicated in relation thereto or otherwise arising in connection therewith. Changes and events occurring after the date hereof may, therefore, affect the validity of the information, data and/or conclusions contained in this presentation and MCAP and AdTheorent assume no obligation to update and/or revise this presentation or the information and data upon which it has been based. You should not consider any information in this presentation to be legal, accounting, investment, business, tax or accounting advice or a recommendation. You should consult your own attorney, accountant, business advisor and tax advisor for legal, investment, business and tax advice regarding any of the proposed transactions presented in this presentation. Forward-looking Statements This presentation contains certain forward-looking statements within the meaning of the federal securities laws with respect to the Proposed Business Combination, including statements regarding the benefits of the transaction, the anticipated timing of the transaction, the services offered by AdTheorent and the markets in which it operates, and AdTheorent's projected future results. These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "future," "opportunity," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result," and similar expressions. Forward-looking statements involve predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this presentation, including but not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Proposed Business Combination; (2) the outcome of any legal proceedings that may be instituted against MCAP, AdTheorent, the combined company or others following the announcement of the Proposed Business Combination and any definitive agreements with respect thereto; (3) the inability to complete the Proposed Business Combination due to the failure to obtain approval of the shareholders of MCAP, to obtain financing to complete the Proposed Business Combination or to satisfy other conditions to closing; (4) changes to the proposed structure of the Proposed Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Proposed Business Combination; (5) the ability to meet stock exchange listing standards following the consummation of the Proposed Business Combination; (6) the risk that the Proposed Business Combination disrupts current plans and operations of MCAP or AdTheorent as a result of the announcement and consummation of the Proposed Business Combination; (7) the ability to recognize the anticipated benefits of the Proposed Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (8) costs related to the Proposed Business Combination; (9) changes in applicable laws or regulations and delays in obtaining, adverse conditions contained in, or the inability to obtain regulatory approvals required to complete the Proposed Business Combination; (10) the possibility that MCAP, AdTheorent or the combined company may be adversely affected by other economic, business, and/or competitive factors; (11) the impact of COVID-19 on AdTheorent's business and/or the ability of the parties to complete the Proposed Business Combination; (12) AdTheorent's estimates of expenses and profitability and underlying assumptions with respect to stockholder redemptions and purchase price and other adjustments; and (13) other risks and uncertainties set forth in the section entitled "Risk Factors" and "Cautionary Note Regarding Forward-Looking Statements" in MCAP's final prospectus relating to its initial public offering dated February 25, 2021. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the "Risk Factors" section of MCAP's Form S-1, Quarterly Reports on Form 10-Q, and other documents filed by MCAP from time to time with the U.S. Securities and Exchange Commission (the "SEC") and the registration statement on Form S-4 and proxy statement/prospectus discussed below. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and AdTheorent and MCAP assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither AdTheorent nor MCAP gives any assurance that either AdTheorent or MCAP will achieve its expectations. Confidential | Page 2#3DISCLAIMER ADTHEORENT Additional Information and Where to Find It MCAP intends to file with the SEC a registration statement on Form S-4 that will include a proxy statement and prospectus of MCAP. The definitive proxy statement/prospectus will be sent to all MCAP stockholders as of a record date to be established for voting on the Proposed Business Combination and other matters as may be described in the registration statement. MCAP and AdTheorent also will file other documents regarding the Proposed Business Combination with the SEC. Before making any voting decision, investors and security holders of MCAP are urged to carefully read the entire registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC, as well as any amendments or supplements to these documents, in connection with the Proposed Business Combination as they become available because they will contain important information about the proposed transaction. Investors and security holders will be able to obtain free copies of the registration statement, proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by MCAP or AdTheorent through the website maintained by the SEC at www.sec.gov. In addition, the documents filed by MCAP may be obtained free of charge from MCAP's website at https://www.mcapacquisition corp.com/ or by written request to MCAP at 311 South Wacker Drive, Suite 6400, Chicago, Illinois 60606 and the documents filed by AdTheorent may be obtained free of charge from AdTheorent's website at https://www.adtheorent.com/ or by written request to AdTheorent at 330 Hudson St, New York, NY 10013. Participants in Solicitation MCAP and AdTheorent and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from MCAP's stockholders in connection with the Proposed Business Combination. Information about MCAP's directors and executive officers and their ownership of MCAP's securities is set forth in MCAP's filings with the SEC, including MCAP's final prospectus relating to its initial public offering dated February 25, 2021. Additional information regarding the interests of those persons and other persons who may be deemed participants in the proposed transaction may be obtained by reading the proxy statement/prospectus regarding the proposed transaction, when available. Industry and Market Data This presentation has been prepared by AdTheorent and MCAP and includes market data and other statistical information from sources believed by AdTheorent and MCAP to be reliable, including independent industry publications, governmental publications or other published independent sources. Some data is also based on the good faith estimates of AdTheorent or MCAP, which in each case are derived from its review of internal sources as well as the independent sources described above. Although AdTheorent and MCAP believe these sources are reliable, AdTheorent and MCAP have not independently verified the information and cannot guarantee its accuracy and completeness. Financial Information; Non-GAAP Financial Measures The historical financial information and data contained in this presentation is unaudited, based on draft statutory accounts, does not conform to Regulation S-X, and is subject to PCAOB audit. Accordingly, such information and data may not be included in, may be adjusted in or may be presented differently in the final registration statement to be filed with the SEC and the definitive proxy statement/prospectus contained therein. Some of the financial information and data contained in this presentation, such as EBITDA, Adjusted EBITDA, EBITDA margin and Adjusted EBITDA Margin, has not been prepared in accordance with U.S. Generally Accepted Accounting Principles ("GAAP"). EBITDA is defined as loss after tax from continuing operations, before income tax credit, finance income, finance costs, depreciation, amortization, share-based payment charges and exceptional items. EBITDA margin is defined as EBITDA divided by revenue. For a detailed reconciliation of Adjusted EBITDA to EBITDA, see the appendix in this presentation. AdTheorent believes these non-GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to AdTheorent's financial condition and results of operations. AdTheorent's management uses these non-GAAP measures for trend analyses and for budgeting and planning purposes. AdTheorent and MCAP believe that the use of these non-GAAP financial measures provides an additional tool for investors to use in comparing AdTheorent's financial condition and results of operations with other similar companies, many of which present similar non-GAAP financ measures to investors. However, other companies may calculate the non-GAAP measures differently, and therefore the non-GAAP measures in this presentation not be directly comparable to similarly titled measures of other companies. Management does not consider these non-GAAP measures in isolation or as an alternative to financial measures determined in accordance with GAAP. The principal limitation of these non- GAAP financial measures is that they exclude significant expenses and income that are required by GAAP to be recorded in AdTheorent's financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgments by management about which expenses and income are excluded and included in determining these non-GAAP financial measures. A reconciliation of non-GAAP financial measures in this presentation to the most directly comparable GAAP financial measures is not included, because, without unreasonable effort, AdTheorent is unable to predict with reasonable certainty the amount or timing of non-GAAP adjustments that are used to calculate these non- GAAP financial measures. No Offer or Solicitation This presentation does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Use of Projections Any financial information in this presentation (including specifically the projections) that are forward-looking statements are based on assumptions that are inherently subject to significant uncertainties and contingencies, many of which are beyond AdTheorent's and MCAP's control. While such information and projections are necessarily speculative, AdTheorent and MCAP believe that the preparation of prospective financial information involves increasingly higher levels of uncertainty the further out the projection extends from the date of preparation. The assumptions and estimates underlying the projected results are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the projections. All subsequent written and oral forward-looking statements concerning AdTheorent and MCAP, the proposed transactions or other matters and attributable to AdTheorent and MCAP or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Trademarks This presentation contains trademarks, service marks, trade names and copyrights of AdTheorent, MCAP and other companies, which are the property of their respective owners. Confidential | Page 3#4Today's Presenters Jim Lawson, CEO & Board Member A AUGME MOBILE (M) McDermott Will & Emery *mogility Confidential | Page 4 O ADTHEORENT Bill Todd, Chief Revenue Officer CONVERSANT iab. KATZ MEDIA GROUP Chuck Jordan, Chief Financial Officer C CONVERGEX CG + GELLER & COMPANY Ted Koenig, CEO, Director and Chairman of the Board M MONROE CAPITAL Hilco. Capital WINSTON & STRAWN MCAP Acquisition Corp. LLP Zia Uddin, CFA, CPA Co-President M MONROE CAPITAL ARTHUR ANDERSEN Franklin Street Equity Partners, Inc. ADTHEORENTⓇ Mark Solovy, Co-President M MONROE CAPITAL K&L GATES Xercules. CAPITAL#5MONROE MCAP - A Catalyst for Growth M CAPITAL Leading Investment Platform Commitment to AdTheorent Sector Expertise Successful SPAC Co-sponsor¹ Selected Investments Confidential | Page 5 ● MCAP is sponsored by an affiliate of Monroe Capital, a leading asset management firm with $9.7 billion of committed and managed capital as of March 21, 2021 • Monroe has sourced and executed more than 1,425 investments totaling over $21.0 billion ● Monroe has been an incumbent lender since H.I.G. Growth's Investment in December 2016 In addition, Monroe has a minority equity co-invest position in AdTheorent representing ~2.5% fully-diluted ownership Monroe has invested over $6.4 billion in more than 320 software, tech-enabled and business services companies since inception, including over $3.0 billion across more than 75 software, tech-enabled and business services companies since 2019 Thunder Bridge I June 2018 $258mm IPO Acquired INMOBI MediaAlpha health Source: CapitallQ Data as of 4/7/2021. (1) Past performance is not indicative of future success. (2) Based on fully diluted EV of $1.9B, as of December 31, 2020. REPAY Realtime Electronic Payments July 2019 NASDAQ: RPAY $653mm EV >200% EV Growth Since IPO² union d Digital Media Solutions REPAY Realtime Electronic Payments ADTHEORENT Thunder Bridge II August 2019 NASDAQ: THBR $345mm IPO Announced indie June 2021 NASDAQ: INDI ⒸMINDBODY. ACQUIa Recorded MADISON qualifacts relevate Future LOGIC. HEALTH GROUP#6Digital Media Spending is Poised for Exceptional Growth Driven by Programmatic Digital Media Spending $171BN¹ Programmatic Digital Media Spending: $90BN¹ Confidential | Page 6 A\T's SAM: $13BN¹ Sources: Winterberry Group. (1) Represents U.S. market estimates in 2021. CAGR: 14.4% CAGR: 17.6% Performance- oriented programmatic spend in 2021 Programmatic Digital Media Spend in U.S. ($ in Bn) $73.7 2020 CAGR: 17.6% $90.2 2021 $107.3 2022 $124.5 ADTHEORENT 2023 $141.0 2024#7MCAP Investment Highlights - Why We Are Excited 1 ⒸADTHEORENT 7 2 Confidential | Page 7 Large, Rapidly Growing Addressable Market 3 Differentiated Data-Science and Machine Learning-Driven Product Set Benefiting from Industry Shift and Growing Demand for Privacy-Compliant Solutions 4 Compelling Growth Drivers - Business is at an Inflection Point 5 Unique Combination of High Growth and Profitability 6 Highly Experienced and Long-Tenured Management Team ADTHEORENT Attractive Valuation#8Transaction Summary Valuation Post-Closing Capitalization4 Confidential | Page 8 ● ● ● ● Transaction implies a Pre-Money Valuation of $775M, and a Post-Money Equity Valuation of $1.0BN (assuming $10/ share) Attractive valuation at pricing relative to the Company's projected growth and AdTech peers Significant potential upside for new shareholders, transaction represents 5.9x 2022P revenue ex-TAC¹ and 21.2x 2022P Adj. EBITDA² which is a 42% discount to peers trading at 10.2x 2022P Revenue as a group³ The transaction will be funded by a combination of SPAC Cash in Trust of $316M and at least $100M proceeds from the PIPE Sponsor group affiliated funds to commit a minimum of $30M to the PIPE5, creating a well- capitalized leader in Programmatic Marketing Transaction expected to result in $100M of cash of the Company's balance sheet post- closing Note: Market Data as of June 2, 2021. (1) Metric excludes media inventory and other costs related to AdServing, AdVerification, Data providers, and Research from gross revenue. (2) See appendix for EBITDA to Adj. EBITDA reconciliation. (3) (4) (5) TEV / '22P Revenue 10.2x Median² ADTHEORENT 42.2% Discount 48.7x Median² 5.9x TEV / '22P EBITDA ADTHEORENT 56.5% Discount 21.2x ADTHEORENT™ Median calculation includes Viant, TheTrade Desk, Magnite, Pubmatic, Cardytics, Double Verify and Live Ramp. Assumes $10.00 price / share and no redemptions by public shareholders. Subject to customary investment committee approval; in the event the PIPE is oversubscribed, the Sponsor group may reduce its commitment in its discretion.#9ⒸADTHEORENT Confidential | Page 9 Company Overview#10AdTheorent at a Glance TAM $$$ $90BN Programmatic Digital Media Spending ~18% 2020-2024E CAGR Confidential | Page 10 FUSE WNY AI/ML-Powered Platform for Performance Digital Advertising 8 Foundational Privacy- Forward Approach to Data Most Sophisticated Advertisers Globally abbvie HOME DEPOT PROGRESSIVE (1) Metric excludes media inventory and other costs related to AdServing, AdVerification, Data providers, and Research from gross revenue. (2) Calculated on a Revenue ex-TAC basis. Capital One STATE OF NEW YORK Department OPPORTUNITY. of Health SANOFI ADTHEORENTⓇ $ "Rule of 50+" Financial Profile 30% 2021P Revenue ex- TAC Growth¹ -30% 2021P EBITDA Margin²#11Programmatic Ecosystem Helps Advertisers Effectively Scale Campaigns Advertisers Want to place compelling ads in front of potential customers: American Airlines McDonald's Confidential | Page 11 Ⓡ NOVARTIS Walgreens Demand Side Platform (DSP) Automates the planning, execution and measurement of ad campaigns - connecting publisher ad space to advertisers seeking media for their advertisements ADTHEORENT™ Ad Exchange/ Supply Side Platform (SSP) Help publishers monetize their inventory by making it available through exchanges / marketplaces connected to DSPs Publishers Own or operate digital media properties such as websites, applications and CTV channels - maximizing yield of advertising inventory Consumers › Audio ADTHEORENTⓇ Desktop CTV 0 Mobile#12The De Facto Methods of Ad Targeting are Outdated, Less Effective, and Out of Step with Industry & Privacy Regulations 1. Cookie-Based Retargeting ooo O PURCHASE LE THE TWO MOST PREVALENT AD TARGETING METHODS OUR COMPETITORS RELY ON: Dependent on Personal Browsing Data and Personal Interests Confidential | Page 12 Targeted With The Same Ads For Weeks RETARGETING DISADVANTAGES Google Google, and other major browsers, phasing out third-party tracking cookies BUY NOW! Apple's new operating system requires user opt- in to sharing mobile advertising ID 2. Segment-Based Audiences Target: "Home Improvement Enthusiasts" ?? AUDIENCE DISADVANTAGES Underperforms relative to A\T's predictive advertising Relies on stale, "black box" and unknown data which is often inaccurate ADTHEORENTⓇ LE Often relies on cookies, always relies on 1:1 data#13The Performance-First Programmatic Marketing Platform for the World's Top Brands ADTHEORENT IS A MACHINE LEARNING PLATFORM FOR ADVERTISING We use Machine Learning (ML) to organize, analyze and operationalize data to deliver real-world value for advertisers and marketers. AdTheorent's capabilities extend across the digital ecosystem to find consumers with the highest likelihood of completing client-desired actions including online sales / actions, real-world visitation and sales lift. Confidential | Page 13 30 8 FIND YOUR AND YOU TRUE NORTH adidas Where to Stay Things to Do inspiring warm weather style 11 Places to Go DAME 6 m The Great Outdoors EXPLORE MINNESOTA SHOP NOW + Plan Your Trip FIND YOUR STORE#14AdTheorent's Platform Drives Industry-Leading Performance Using Machine Learning Models and Non-Sensitive Data Signals AdTheorent machine learning models leverage available digital signals to optimize digital advertising performance - all without the need for personally identifiable data. 200+ DATA ATTRIBUTES Confidential | Page 14 97 PREDICTIVE SCORE www 2 PUBLISHER Chicago Tribune PAGE URL https://chicagotribune.com AD POSITION 1 BROWSER NAME Chrome DEVICE MAKE Pixel 3 OPERATING SYSTEM Android Pie CITY Chicago Lat/long 41.87818 N, 87.62982W TEMPERATURE 64° New patient registration Insurance applications Coupon downloads ADTHEORENTⓇ Retail foot traffic Vehicle sales lift CPG online sales#15Platform Models Operate on a Massive Scale Our platform models evaluate millions of impressions per second based on 200+ data attributes - identifying data correlations among conversions and optimizing targeting based on each impression's predictive score. We bid on <0.1% of impressions, we evaluate C Confidential | Page 15 0 OUR PLATFORM EVALUATES AND ASSIGNS PREDICTIVE SCORES TO - 1 Million+ Impressions Each Second A D ADTHEORENTⓇ 87 Billion+ Impressions Each Day @#16AdTheorent's Platform and ML-based Targeting Provides Privacy- Based Strategic Advantage AdTheorent's Platform Is Well-Aligned With Demand for Privacy-Compliant Solutions... Pharmaceuticals LE ADTHEORENT DOES NOT USE Names ● ● Financial Information H Confidential | Page 16 Health Information Financial Services Email Addresses Employment Status ...and is Poised to Benefit From Increased Privacy Trends In early 2020, Google announced the Privacy Sandbox with the goal of eliminating third-party cookies There are several parallel industry initiatives to facilitate privacy-first media buying with API-based approaches Other industry efforts to replace cookies with Unified IDs will allow the industry to leverage a form of 1:1 cookie replacement, but with more limits Government Biometric Record 1:1 Targeting Methods OTHER INDUSTRY PLAYERS ARE DEVELOPING COOKIE ALTERNATIVES TO MAINTAIN THEIR BUSINESS MODELS. ADTHEORENT ALREADY OPERATES WITH PRIVACY-FORWARD SOLUTIONS. Insurance ADTHEORENTⓇ CCPA & GDPR COMPLIANT FLA COMPLIANT HIPAA COMPLIANT#17Why Advertisers Choose AdTheorent Ability to Drive Complex KPIs Qualified Site Traffic High Value Site Actions Customer Acquisition New Leads Online Sales Confidential | Page 17 BIG INNOVATION 20 Award-Winning Technology Platform 21 30 Technologists 20 Data Scientists Optimization Specialists 25 Campaign FERITELLIVAN 2020 ****** AMA AL REAKTHROUGH AWARD The Drum P Advertising ADTHEORENTE Custom Verticalized Solutions Unique solutions that drive real world outcomes specific to each industry vertical, allowing advertisers to easily understand ROI of their marketing investments LEXUS EXPLORE TECH amerifirst t Han Huying Find a place to call home. prehend the bestand wher Lan You Trintam s Carla Fr CALIFORNIA CLASSIC DOUBLE CHEESEBURGER ORDER W LARABAR 100% REAL INGREDIENTS LARABAR ADTHEORENTⓇ Data Science Expertise AdTheorent data scientists have deep experience using ML tools such as Python, R., Scala and Spark to build and manage over 1,000 individual ML models at any given moment to drive high- quality performance ⒸADTHEORENTⓇ#18AdTheorent Works with the Most Sophisticated Advertisers in the World Healthcare & Pharma Financial Services (BFSI) Government, Education & Non-Profit Retail Dining & QSR Travel & Hospitality Confidential | Page 18 abbvie teva Capital One PROGRESSIVE NEW YORK STATE of Health Department UNIVERSITY of UF FLORIDA HILL DEPOT HOME P&G Procter & Gamble M American Airlines SEMINGLE Hard Rock HOTEL & CASINO SANOFI ACADIA adyen Edward Jones Homeland Security DEA Walgreens Staples IHOP FIVE GUYS VISIT seattle visit California NOVARTIS gsk GlaxoSmithKlin ComericA KeyBank TL FEED CHILDREN. Northeastern DOLLAR GENERAL Nestle SHAKE SHACK Panera BREAD AIR CANADA Mammoth Lakes CALIFORNIA (1) Calculated as a percentage of total client spend. (2) Represents the number of customers with spend levels of at least $5,000 during the period. Capture Spend¹: Active Customers²: Average Client Spend (>$500K) ($ in Thousands) $1,649 $946 2014 55% 16 2016 76% 109 33 $1,872 $1,913 2018 73% Growing Number of High Value Clients >$500K ADTHEORENT 43 2020 73% 251 LTM Q1'15 LTM Q1'17 LTM Q1'19 LTM Q1'21 179 55 280#19● Client Case Study - Fortune 500 Global Pharmaceutical Brand Situation and Solution Situation: Client sought to increase brand awareness and equip condition sufferers to talk with their doctor about treatment. The brand partnered with AdTheorent to drive patients to their site to ultimately increase new patient starts. Solution: AdTheorent leveraged a two-pronged approach using predictive targeting and third-party pharmaceutical audience segments¹, developing custom ML models that identified condition sufferers with the highest likelihood of completing various actions on the brand site. Key Highlights • AdTheorent drove 5K incremental patient starts during the COVID-19 Pandemic Outperforming 3P pharma segments benchmarks by 26X Drove Approximately 5K customer conversions Confidential | Page 19 |N 4X Outperformance of Client's CPA Benchmark 100%+ YOY Growth In Client Wallet Share in 2020 Note: For illustrative purposes only, may not represent a typical case. (1) Refers to third party audience segments licensed from Symphony Health Solutions Corporation and Crossix Solutions, Inc. 100% AdTheorent ? 2015 Brand Revenue Spend Over Time 1740% Revenue CAGR: 80% 92% 2016 12:00 PM 284% 2017 807% * 95% 2018 802% ADTHEORENT 2019 2020#20AdTheorent's Differentiated Al / ML Solutions Yield Significant Competitive Strengths Company ADTHEORENT VIANT. MediaMath theTradeDesk criteol. Confidential | Page 20 Cookie-Based Retargeting Legacy Core Capability Audience-Based Retargeting ● O Predictive Al / ML Targeting O O Complementary Capability Geo Optimization O O Limited Capability Dynamic Creative Optimization O ● O ADTHEORENTⓇ NLP & Keyword Optimization Not Offered O lolo O Next-Gen#21A Long History of Organic Growth Revenue Company Founding Employees Adj. EBITDA 2012 Series A Financing Verizon Ventures Confidential | Page 21 $11M 43 ($3M) 2013 Evolution Towards Omni-Channel Video Exchange Integrations + Disney 67 $0.4M 2014 Rapid Scale More than 11B bid requests per day, introduced automatic campaign 107 $4.8M optimization 2015 $42M HOME Jehmen lehnen H.I.G. Investment Investment to support organic growth initiatives Capital One H. I. G 141 $12.9M 2016 GROWTH PARTNERS Microsoft NYU Walgreens $83M Expand Guaranteed Pricing Models CPA, CPIV + Arby's ▸ PNC HIGHMARK 164 $14.3M 2017 PROGRESSIVE WESTERN UNION WU NORDSTROM amazon norwegian esurance Pfizer 176 $20.3M 2018 Operational Highlights Launched Direct Access, advanced predictive creative, beta real-time signals $120M MERCK FIVE GUYS Takeda thrivent IHOP * Frost Tuesday Morning 208 $27.2M 2019 Direct-to-Brand Sales 50% YOY Growth in Brand Direct Revenue, launch real-time signals DR PEPPER SNAPPLE*** SUN PHARMA AstraZeneca bp ADTHEORENTⓇ ALDI 229 $27.4M 2020 $158M abbvie WHOLE FOODS UEST NUTRITION AMERICAN CANCER SOCIETY waze NOVARTIS TALBOTS 341 $30.6M 2021P#22Exceptional Momentum in 1H 2021 YOY Revenue ex-TAC Growth¹ 27% Q4 2020A Confidential | Page 22 34% Q1 2021A 71% Q2 2021 P Strong 1H 2021P YOY Performance 80%+ Brand Direct Sales Growth 60%+ Partnership Commitment Increase 50%+ Bookings Growth Note: Company projections for Q2'21 compared to results for Q2'20. (1) Metric excludes media inventory and other costs related to AdServing, AdVerification, Data providers, and Research from gross revenue. 300%+ CTV Growth 40%+ Video Growth ADTHEORENTⓇ#23ⒸADTHEORENT Confidential | Page 23 Growth Strategy#24AdTheorent is Poised to Outpace Robust Projected Market Growth 18% '20-¹24 U.S. Programmatic Spending CAGR ☀ Early Stages of CTV/OTT Opportunity 28% '20A-'23P AdTheorent Revenue ex-TAC CAGR Confidential | Page 24 Source: Winterberry Group $ Increased Investment in Direct Access Organic Growth Land and Expand, Expand Into New Verticals and Brand Direct Sales International Market Expansion ADTHEORENT Acquisition of New Services and Products In-Organic Opportunities#25AdTheorent's Connected TV Solution U.S. Video and CTV Advertising Spend ($ in Billions) U.S. Video Advertising Spend U.S. Connected TV (CTV) Advertising Spend $35.7B $8.1B $27.6B 2020E $44.9B $11.4B $33.5B 2021E Confidential | Page 25 Source: eMarketer. $53.1B $14.1B $39.0B 2022E $61.5B $16.3B $45.1B 2023E $69.4B $18.3B $51.1B 2024E ■Video Revenue ■CTV Revenue YOY Growth ● ● ● AdTheorent Video and CTV Revenue ($ in Millions) ● $15.5M DEVICE TYPES $14.2M 2019A 13% Smart TVs +52% $23.5M $3.1M $20.4M +58% ADTHEORENT Gaming Consoles $37.1M $10.6M 2020A VIDEO & CTV - % of TOTAL REVENUE 19% $26.5M 2021P 25% Set-Top Boxes ADTHEORENT'S CONNECTED TV DIFFERENTIATORS: Multiple partners allow for diverse premium content Real World Outcomes tied to CTV Retargeting through the CEM and third-party data targeting CTV and Video are fully integrated into verticalized and full-funnel offerings#26Accelerate Rollout of Recently Launched Direct Access to Capture a Massive Incremental Market Opportunity Direct Access Offers Advertisers a New Method to Access A\T's Industry-Leading Platform Developed from the ground up by traders, for traders, the A\T platform delivers ML-powered performance while automating tasks and optimizing workflows - making trading more efficient. 恩 Self-Service Offering Ö Optimal KPI Performance Confidential | Page 26 OO Fully Transparent Automated Cost Optimization KEY BENEFITS Operationalized ML Model Deployment Automated Workflows ADTHEORENTⓇ Data Science as a Service (DSaaS) Consultation with Campaign Management Experts#27Proven Ability to Land and Expand Into New Verticals and with Blue Chip Clients · ● We will continue to scale Healthcare/Pharma (AdTheorentRX) and Banking, Financial Services and Insurance (BFSI) solutions, capitalizing on unique advantages related to AdTheorent privacy-friendly data practices and targeting/ modeling protocols which comply with industry regulations and brand model governance Dedicated Vertical Solutions Team will deliver more unique solutions to expand growing verticals: Auto - first to market Audience Validation solution and proprietary Keyword RTS Targeting Entertainment - suite of products featuring ACR/Viewership data and measurement integrations CPG - SKU level sales lift solution; sales data powering ML model optimizations Total Spend by Vertical 2017 2018 ● 2015 Confidential | Page 27 2016 CAGR: 74% Healthcare/Pharma 2019 CAGR: 48% 2020 BFSI 2021 P CAGR: 429% Finance Client #1 Demonstrated Revenue Growth 2018 ADTHEORENT 2019 ■2020 CAGR: 322% Pharmaceutical Client #1 CAGR: 107% Finance Client #2 Recent Wins Coca-Cola Edward Jones gsk M. P&G Staples. Why Are More Brands Expanding With AdTheorent? 1. AdTheorent Delivers Measurable Value 2. AdTheorent Addresses Tough KPIs 3. AdTheorent Has a Wide Range of Verticalized Solutions#28Significant Opportunities to Grow Beyond Core and Expand Addressable Market International Expansion -$48Bn Programmatic Digital Spend in Europe in 2024E 17%+ 2020 2024E CAGR 30%+ Digital Video 2020-2024E CAGR Confidential | Page 28 Sources: Winterberry Group M&A Opportunities Proprietary Data Providers Technology Tuck-ins (DSP/ Analytics) Private Marketplaces Managed Service Providers ADTHEORENTⓇ#29ⒸADTHEORENT Confidential | Page 29 Financial Overview#30Financial Highlights 1 2 3 4 Track record of growth - revenue has nearly doubled since 2017 Demonstrated operating leverage - Adj. EBITDA growth outpacing Revenue ex-TAC Resilient business model with key verticals growing a combined 30% in 2020 Capital efficient, strong cash flow conversion to fund continued growth Confidential | Page 30 $102.4M Revenue ex-TAC¹ (2021P) 28% Revenue ex-TAC CAGR¹ (2021P - 2023P) $1.2M+ Average Client Spend (LTM Q1 2021) Sources: Factset. Note: Market data as of May 5, 2021. (1) Metric excludes media inventory and other costs related to AdServing, AdVerification, Data providers, and Research from gross revenue. (2) See appendix for EBITDA to Adj. EBITDA reconciliation. $83.3M Gross Profit (2021P) 56% Revenue ex-TAC Growth¹ (1H 2021P) 243 # of Employees (Q1 2021) (3) ADTHEORENT $30.6M Adj. EBITDA² (2021P) 30% Adjusted EBITDA23 Margin (2021P) ~$525K Revenue per Employee (LTM Q1 2021) Calculated on a Revenue ex-TAC basis.#31Proven Track Record of Growth and Profitability "Rule of 50+" Business Unique combination of strong growth and profitability at scale ● Sustainable Organic Growth Customer KPIs underpinning forecast Multiple drivers of additional upside beyond plan ● ● Ability to exceed 17.6% programmatic market growth Scalable Business Model Targeted investments in marketing and technology to support future growth ● Increased G&A driven by public company expenses Confidential | Page 31 ($ in Millions) YOY Growth $50.7 2017A ($ in Millions) Margin¹ 28.4% $14.4 2017A 32.2% $67.0 2018A 30.2% $20.3 2018A Revenue ex-TAC¹ 15.6% $77.5 '17A-¹23P CAGR: 22.0% 2019A 35.1% 1.8% $27.2 2019A $78.9 (1) Metric excludes media inventory and other costs related to AdServing, AdVerification, Data providers, and Research from gross revenue. (2) See appendix for EBITDA to Adj. EBITDA reconciliation. (3) Calculated on a Revenue ex-TAC basis. 2020A Adj. EBITDA23 34.7% 29.7% '17A-'23P CAGR: 23.8% $27.4 $102.4 2020A 2021P 29.9% $30.6 2021P 28.0% $131.1 2022P 27.9% $36.6 2022P 27.4% $167.0 2023P 31.1% $51.9 2023P ADTHEORENT#32Historical and Projected Financial Summary ($ in Thousands) Revenue % Growth Revenue ex-TAC¹ % Growth Platform Operations Sales & Marketing Technology & Development General & Administrative EBIT D&A EBITDA 2 EBITDA Margin ² Non-cash Stock Compensation Adjustment Other Adjustments Adjusted EBITDA Adj. EBITDA Margin² 2017A $83,093 $50,727 $44,554 27,262 5,263 8,257 ($2,242) 9,696 $7,453 15% $208 $6,724 $14,385 28% 2018A $106,877 29% $67,047 32% $54,492 30,367 6,817 10,725 $4,476 10,674 $15,151 23% $490 $4,618 $20,258 30% 2019A $120,406 13% $77,528 16% $59,658 31,506 7,771 8,124 $13,347 9,647 $22,994 30% $776 $3,456 $27,226 35% Annual P&L 2020A $121,015 1% Sources: Management projections as of May 2021. Confidential | Page 32 (1) Metric excludes media inventory and other costs related to AdServing, AdVerification, Data providers, and Research from gross revenue. (2) Calculated on a Revenue ex-TAC basis. $78,936 2% $59,426 31,900 8,464 8,424 $12,800 7,913 $20,713 26% $657 $6,039 $27,409 35% 2021P $157,713 30% $102,362 30% $77,594 40,072 9,914 13,972 $16,160 7,950 $24,110 24% $4,488 $2,050 $30,648 30% 2022P $201,091 28% $131,054 28% $97,231 48,959 13,140 21,019 $20,742 7,825 $28,566 22% $8,000 $36,566 28% ADTHEORENT 2023P $252,960 26% $167,020 27% $118,481 59,514 15,610 23,459 $35,896 8,011 $43,907 26% $8,000 $51,907 31%#33ⒸADTHEORENT Confidential | Page 33 Transaction Overview#34Transaction Overview Sources of Funds Sources SPAC Cash in Trust¹ PIPE Investment SPAC Shares to Company² Additional Debt Financing Cash on Balance Sheet Total Sources of Financing Uses of Funds Uses Cash to the Balance Sheet Debt Repayment Cash Consideration² SPAC Shares to Company Transaction Costs Total Uses of Financing Confidential | Page 34 Note: Figures in Millions. (1) Assumes no redemptions by public stockholders. (2) $316 100 584 3.5 $1,004 $192 26 162 584 40 $1,004 Equity Value Build Valuation Pre-Money Enterprise Value Less: Net Debt at Closing³ Less: Other Equity Value at Closing Less: Cash Consideration to Shareholders¹ Rollover Equity Value² Total Shares to Company² Pro Forma Ownership4 9.4% PIPE Investor Shares Cash consideration to Shareholders to be adjusted based on actual SPAC Cash in Trust, PIPE Size, cash on balance sheet at closing, pre-closing permitted cash distribution to the members of the Company, debt payoff amount, total Company indebtedness, and transaction fees and expenses. (2) (3) (4) 54.9% 5.9% MCAP Founders 29.7% MCAP Public Shareholders AdTheorent Equity Holders ADTHEORENT $775 (26) (3) $746 ($162) $584 58.4 (Cont'd) SPAC shares to the Company will be adjusted accordingly, as to maintain the valuation. Net debt excludes $3.5M of cash on balance sheet at Closing. Assumes $10.00 price / share and no redemptions by public stockholders.#35Compelling Financial Profile - "Rule of 50+" NET REVENUE GROWTH 2021 P 2022P Adj. EBITDA MARGIN 2021 P 2022P Confidential | Page 35 29.7% ADTHEORENT 28.0% ADTHEORENT 29.9% 1 27.9% 1 ADTHEORENT 4 Median: 33.0% Median: 21.8% Median: 23.6% Median: 29.0% 24.3% VIANT! 21.8% VIANT: 19.0% VIANT. 22.1% 36.2% theTradeDesk 28.3% the TradeDesk 35.0% theTradeDesk 35.2% 31.8% theTradeDesk Magnite 2 15.0% Magnite 2 23.6% Magnite 2 30.5% 33.0% PubMatic 20.7% PubMatic 28.0% PubMatic 29.0% ADTHEORENT 4 VIANT. Magnite 2 Sources: CapIQ and Factset. Note: Market data as of June 2, 2021. (1) Metric excludes media inventory and other costs related to AdServing, AdVerification, Data providers, and Research from gross revenue. (2) Metrics pro forma for Magnite's acquisition of SpotX. PubMatic (3) (4) 50.1% cardlytics ³ 34.2% cardlytics³ (1.1%) cardlytics ³ 4.2% cardlytics3 33.0% DV DoubleVerify 31.1% DV DoubleVerify 31.8% DV DoubleVerify 31.8% DV DoubleVerify Metrics pro forma for Cardytics' acquisition of Bridg. Calculated on a Revenue ex-TAC basis. ADTHEORENTⓇ 15.1% LiveRamp 18.9% LiveRamp 3.0% LiveRamp 6.0% LiveRamp#36Attractive Valuation Based on Public Market Comparables TEV/ Revenue TEV 2022P Adj. EBITDA 2022P Confidential | Page 36 5.9x ⒸADTHEORENT 21.2x 1 Median: 10.2x Median: 48.7x Transaction Priced at 42% Discount to Peer Revenue Multiples 13.1x VIANT. 59.1x 19.5x 9.7x theTradeDesk Magnite 55.3x 31.9x 2 2 ADTHEORENT VIANT. theTradeDesk Magnite Sources: CapIQ and Factset. Note: Market data as of June 2, 2021. Negatives multiples or those >85.0x reflected as 'NM.' (1) Calculated on a Revenue ex-TAC basis. Excludes media inventory and other costs related to AdServing, AdVerification, Data providers, and Research from gross revenue. 6.6x PubMatic 22.6x PubMatic 10.2x cardlytics ³ NM 3 cardlytics ³ 15.5x DV DoubleVerify 48.7x DV DoubleVerify (2) Metrics pro forma for Magnite's acquisition of SpotX. (3) Metrics pro forma for Cardytics' acquisition of Bridg. ADTHEORENTⓇ 5.2x LiveRamp NM LiveRamp#37AdTheorent Compares Favorably with Significant Upside Potential YOY Revenue ex-TAC Growth AdTheorent¹ Viant Technology² 27% 19% Q4'20A Confidential | Page 37 34% 14% Q1'21A 71% 51% Q2'21P 2022P Revenue 2020-2022P Revenue CAGR 2022P Adj. EBITDA Margin Enterprise Value³ EV/ 2022P Revenue³ EV/ 2022P Adj. EBITDA ³ ADTHEORENT $131.1M 28.9% 27.9% $775.0M 5.9x 21.2x 1 Sources: CapIQ and Factset. Note: Market data as of June 2, 2021. AdTheorent management projections and Viant management guidance for Q2'21 compared to results for Q2'20. (1) Represents revenue ex-TAC. Excludes media inventory and other costs related to AdServing, AdVerification, Data providers, and Research from gross revenue. (2) Represent revenue ex-TAC. 2022 projected statistics based on Wall Street analyst consensus. (3) Based on market data as of June 2, 2021. ADTHEORENT VIANT. $167.3M 23.0% 22.1% $2,185.4M 13.1x 59.1x#38ⒸADTHEORENT Confidential | Page 38 Appendix#39Adjusted EBITDA Reconciliation ($ in Thousands) EBITDA Adjustment Schedule Non-Operational Income and Expenses Non-Recurring Income and Expenses Claritas Royalty Payments Terminated Executive Expenses Non-cash Stock Compensation Double Rent Expense COVID-Related Bonus Adjustments Renegotiated Lease Total Adjustments Barometric Expense Addback Symetry Expense Addback Adjusted EBITDA Confidential | Page 39 Sources: Management projections as of May 2021. 2017A 2018A 2019A $7,453 $15,151 $22,994 1,023 366 1,248 208 153 2,998 3,067 867 1,027 301 (6) 490 306 2,118 1,918 1,072 1,011 384 788 65 776 3,024 1,208 Annual P&L 2020A 2021P 2022P $20,713 $24,110 $28,566 983 552 750 657 1,322 1,384 5,649 1,047 1,231 298 522 4,488 ADTHEORENTⓇ 6,538 8,000 8,000 $14,385 $20,258 $27,226 $27,409 $30,648 $36,566 2023P $43,907 8,000 8,000 $51,907#40Grew Revenue in 2020 Despite Unprecedented Challenges to the Advertising Industry Showing 30% Growth in COVID-Resilient Verticals ● REVENUE ex-TAC BY QUARTER¹ ■Q1 $77.5M $24.4M $19.3M $18.8M $15.0M 2019 +2% Q3 Confidential | Page 40 Q4 $78.9M $30.9M $18.8M $13.7M $15.5M 2020 AdTheorent Experienced Strong Recovery and a Return to Growth in H2 2020 YOY Growth +27% (2%) (27%) AdTheorent's strong financial performance during crisis the result of several strategic advantages: Campaigns deliver measurable ROI, giving AdTheorent priority when advertiser budgets pressured Long-standing multi-year agency and brand clients +3% ● Banking, Financial Services, Insurance (BFSI) Government, Education, & Non-Profit Healthcare/Pharma $54.0M 2019 COVID-RESILIENT +30% Note: Revenue by Vertical excludes discounted revenue and has immaterial variance to the P&L. (1) Metric excludes media inventory and other costs related to AdServing, AdVerification, Data providers, and Research from gross revenue. $70.3M 2020 Vertical depth and variety of offerings permit AdTheorent to emphasize different solutions/verticals ADTHEORENTⓇ Platform ML-based bidding optimizers allowed AdTheorent to drive maximum efficiency during period of low advertiser demand YOY Growth +41% +26% +25%#41● H.I.G. Growth Overview ● ● H.I.G. Capital ("H.I.G.") is the largest private investment firm focused exclusively on the middle market. H.I.G. Growth Partners ("H.I.G. Growth"), the technology focused growth equity strategy within H.I.G., invests in leading growth-stage software, digital and internet companies and closed on its investment in AdTheorent in December 2016 H.I.G. Overview H.I.G. Growth's Commitment to AdTheorent's Growth H.I.G. is a leading global private investment firm with over $40 billion under management¹ Since H.I.G. Growth's majority investment in AdTheorent in December 2016, it has been a value-added partner to the Company. Fifteen offices in North America, Europe, and Latin America ~800 total employees including ~450 investment professionals Consistently the most active firm in the middle market since inception in 1993; Currently manage a portfolio of over 100 companies H.I.G. Growth Partners is a leading growth stage technology-focused investment group within the H.I.G. Platform. Currently investing out of H.I.G Growth Partners III, a $970M fund Committed Capital ($ in Billions) $1 H. I. G. H.I.G. AUM Growth Since Inception $3 $2 $1 GROWTH PARTNERS T $8 $18 $11 $9 $21 $30 $40 $- 1998 2000 2002 2004 2006 2008 2010 2012 2014 2016 2018 2020 Confidential | Page 41 (1) Based on total capital commitments managed by H.I.G. Capital and affiliates. ● ● ● ● H.I.G. Growth has extensive successful investment experience in growth-oriented technology business including over 25+ investments in leading software, digital and internet businesses In 2010, H.I.G. Growth was the first institutional investor in SpotX, a leading video/CTV SSP that was sold to RTL in 2014 (full H.I.G. exit in 2017) and subsequently sold to Magnite in February of 2021 for $1.2B. Post close, H.I.G. Growth will continue to hold a substantial equity stake in AdTheorent and will continue to play an active role supporting the business Select Software, Digital & Internet Investments centerfield SPOTX 2010-2017 Sold to RTL TRIAD 2009-2012 Sold to Rockbridge Growth Equity MX (2019) ADTHEORENT 2015-2019 Sold to Platinum Equity FNZ 2009 - 2019 Sold to Generation Investment Management M MODE (2020) INFOGIX 2012-2016 Sold to Thoma Bravo Lancope. 2000 - 2015 Sold to CISCO Service Titan (2021)#42● Client Case Study - Fortune 500 Insurance Brand Situation and Solution Situation: Client sought to drive new prospects to complete an online insurance quote at an efficient rate, looking to capitalize on the increase in video consumption during the COVID-19 Pandemic Solution: AdTheorent ran pre-roll video across all devices to increase awareness among new prospects with a final goal of driving these users to complete a quote submission online. AdTheorent developed custom machine learning models that predictively scored every impression opportunity in real-time for the likelihood of driving the intended action Key Highlights • AdTheorent drove online quote submissions utilizing cross-device video advertising $1.80 Cost per Action $7.67 Cost per Incremental Action, 13X more efficient than client benchmarks Confidential | Page 42 60% Video Completion Rate Visibility into $14M+ of Revenue for 2021 Note: For illustrative purposes only, may not represent a typical case. $40.00 $35.00 $30.00 $25.00 $20.00 $15.00 $10.00 $5.00 $- 100% $100 ICPA Client Performance Target 2017 CPA Brand Revenue Spend Over Time 5281% $7.67 ICPA Cumulative iCPA 203% 2018 Revenue CAGR: 275% 3302% ADTHEORENTⓇ 2019 2020#43Long-Tenured Leadership Team Jim Lawson, CEO & Board Member (9 years at A\T) Indir Avdagic, Chief Information Security Officer (2 years at A\T) Confidential | Page 43 Bill Todd, Chief Revenue Officer (2 years at A\T) Calynn Krieger, SVP, Strategy (6 years at A\T) Jason Han, SVP, Media Operations (8 years at A\T) Andrew Anderson, Chief Technology Officer (9 years at A\T) Rick Dalton, SVP, Yield & Data Strategy (6 years at A\T) Chuck Jordan, Chief Financial Officer (6 years at A\T) ADTHEORENTⓇ Kurt Roocke, SVP, Client Success (9 years at A\T)#44RISK FACTORS ● ● ● ● ● ● ● ● ● ● ● ● ● ADTHEORENT AdTheorent faces intense competition across the segments and markets it serves. AdTheorent's future success depends on the continuing efforts of its key employees, and its ability to attract, hire, retain and motivate highly skilled employees in the future. If AdTheorent fails to manage growth effectively, its business may suffer and there may be an adverse effect on its business, operating results and financial condition. Seasonal fluctuations in advertising activity could have a material impact on AdTheorent's revenue, cash flow and operating results. AdTheorent's business may be harmed or disrupted by future acquisitions, strategic investments or alliances. AdTheorent's corporate culture has contributed to its success and, if it is unable to maintain its corporate culture as it grows, its business, operating results and financial condition could be harmed. AdTheorent may not be able to secure additional financing on favorable terms, or at all, to meet its future capital needs, which may in turn impair its growth. AdTheorent's success and revenue growth is dependent on adding new customers, effectively educating and training its existing customers and increasing usage of its platform by its customers. AdTheorent may not realize the expected benefits of an industry shift away from cookie-based consumer tracking as such shift may not occur as rapidly as expected or may not be realized at all. The effects of the ongoing COVID-19 pandemic and other sustained adverse market events have had, and could in the future have, an adverse impact on AdTheorent's business, operating results and financial condition. If AdTheorent fails to innovate and make the right investment decisions in its offerings and platform, it may not attract and retain customers and its revenue and results of operations may decline. The market for programmatic buying for advertising campaigns is relatively new and evolving. If this market develops more slowly or differently than AdTheorent expects, its business, operating results and financial condition would be adversely affected. AdTheorent receives a significant amount of revenue from a select number of advertising agency holding companies, owning various advertising agencies, and the loss of advertising agencies as customers could harm its business, operating results and financial condition. AdTheorent may experience fluctuations in its operating results, which could make its future operating results difficult to predict or cause its operating results to fall below securities analysts' and investors' expectations. AdTheorent often has long sales cycles, which can result in significant time between initial contact with a prospect and execution of a customer agreement, making it difficult to project when, if at all, AdTheorent will obtain new customers and when it will generate revenue from those customers. If AdTheorent's access to advertising inventory is diminished or fails to grow, its revenue could decline and its growth could be impeded. If AdTheorent's access to people-based data is diminished, the effectiveness of its platform would be decreased, which could harm its operating results and financial condition. If AdTheorent does not effectively grow and train its sales and support teams, it may be unable to add new customers or increase usage of its platform by its existing customers. As AdTheorent's costs increase, it may not be able to generate sufficient revenue to sustain profitability. Confidential | Page 44#45RISK FACTORS (Cont'd.) ● ● ● ● ● ● ● ● ● ● ADTHEORENT A significant inadvertent disclosure or breach of confidential and/or personal information held by AdTheorent, or of the security of AdTheorent's or its customers', suppliers', or other partners' computer systems, could be detrimental to its business, reputation and results of operations. Operational and performance issues with AdTheorent's platform, whether real or perceived, including a failure to respond to technological changes or to upgrade its technology systems, may adversely affect its business, operating results and financial condition. AdTheorent is dependent on the continued availability of third-party hosting and transmission services. Operational issues with, or changes to the costs of, its third-party data center providers could harm its business, reputation or results of operations. If the non-proprietary technology, software, products and services that AdTheorent uses are unavailable, have future terms it cannot agree to, or do not perform as it expects, its business, operating results and financial condition could be harmed. AdTheorent's failure to meet content and inventory standards, and provide services that its customers and inventory suppliers trust, could harm its brand and reputation. AdTheorent faces potential liability and harm to its business based on the human factor of inputting information into its platform. Market growth forecasts may prove to be inaccurate and, even if the market in which AdTheorent competes achieves forecasted growth, it cannot assure you its business will grow at similar rates, if at all. Changes in legislative, judicial, regulatory, or cultural environments relating to information collection, use and processing may limit AdTheorent's ability to collect, use and process data. Such developments could cause revenue to decline, increase the cost of data, reduce the availability of data and adversely affect the demand for its products and services. AdTheorent's ability to operate its platform could be impacted by changes in the technology industry by established technology companies or government regulation. Such developments, including the restriction of "third-party cookies," could cause instability in the advertising technology industry. Uncertainty caused by lack of uniformity among laws to which AdTheorent is or may become subject and instability in the global legal landscape may cause it to incur additional or unexpected costs and legal risk, increase its risk of reputational harm, or cause it to change its platform or business model. Commitments to advertising technology industry self-regulation may subject AdTheorent to investigation by government or self-regulatory bodies, government or private litigation, and operational costs or harm to reputation or brand. Unfavorable publicity and negative public perception about the ad-tech industry, particularly concerns regarding data privacy and security relating to AdTheorent's industry's technology and practices, and perceived failure to comply with laws and industry self-regulation, could adversely affect its business and operating results. AdTheorent's proprietary rights may be difficult to enforce, which could enable others to copy or use aspects of its technology without compensation, which may erode its business. AdTheorent is subject to third party claims for alleged infringement of their proprietary rights, which would result in additional expense and potential damages. AdTheorent faces potential liability and harm to its business based on the nature of its business and the content on its platform. AdTheorent business is subject to a wide range of laws and regulations, many of which are evolving, and failure to comply with such laws and regulations could harm its business. AdTheorent's charter documents and Delaware law could discourage takeover attempts and other corporate governance changes. Confidential | Page 45