Adtheorent SPAC Presentation Deck

Transaction 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.

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