Centre Lane Partners V, L.P. managed by Centre Lane Partners, LLC entered into a definitive agreement to acquire Synacor, Inc. (NasdaqGM : SYNC) from 180 Degree Capital Corp. (NasdaqGM:TURN), Pacven Walden Management Co., Ltd., Asset Management Arm and others for $91.3 million on February 10, 2021. Under the terms of the agreement, Centre Lane will commence a tender offer to acquire all of the outstanding common shares of Synacor for $2.20 in cash per share. Following completion of the tender offer, Centre Lane will acquire all remaining shares of Synacor at the same price of $2.20 per share in cash through a second-step merger. Pursuant to an equity commitment letter, Centre Lane Partners V, L.P. has committed to provide Centre Lane Partners, with an aggregate equity contribution of up to $87.6 million. Following completion of the transaction, Synacor's common stock will be delisted from the Nasdaq Stock Market and deregistered under the Securities Exchange Act of 1934, as amended. In case of termination of merger agreement in certain circumstances, Synacor will be obligated to pay a termination fee of $3.5 million and/or reimburse Centre Lane Partners for related enforcement costs incurred in connection with the transactions.

The closing of the offer is subject to the receipt of regulatory approvals, the tender of a majority of the issued and outstanding shares of Synacor common stock, the expiration of the waiting period under HSR Act, the continued accuracy of the representations of Synacor and the absence of any material breach of Synacor's covenants or material adverse effect with respect to Synacor. The Offer is not subject to any financing condition. Synacor's Board of Directors and Centre Lane's Board of Directors has unanimously approved the agreement. Centre Lane has also entered into tender and support agreements with certain stockholders represented on the Synacor Board including 180 Degree Capital Corp. and Pacven Walden Management Co., Ltd, under which they have committed to tender all of their Synacor shares in the tender offer, which represent approximately 18% of Synacor's issued and outstanding shares. The tender offer will commence as promptly as reasonably practicable but in no event later than 15 business days) after the date of the merger agreement. The closing of the transaction is expected to take place during or prior to the second quarter of 2021.

Canaccord Genuity is serving as financial advisor and fairness opinion provider to Synacor and Brian Hutching and Andrew Luh of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP are serving as legal advisors to Synacor. David Watson and Emma Off of Thompson Hine LLP are serving as legal counsels to Centre Lane. D.F. King & Co., Inc. acted as an information agent and American Stock Transfer & Trust Company, LLC acted as Depositary for Synacor. Rukshad Davar of Majmudar & Partners acted as legal avdisor to the Centre Lane Partners, LLC.