Adtheorent SPAC Presentation Deck

Transaction 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.

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