Paylink Holdings Inc. executed a letter of intent to acquire MDH Acquisition Corp. (NYSE:MDH) in a reverse merger transaction on March 22, 2021. Paylink Holdings Inc. entered into an agreement to acquire MDH Acquisition Corp. in a reverse merger transaction on July 21, 2021. Under the terms of transaction, immediately following merger, MDH Acquisition to PayLink will receive i) $890.5 million minus the Preferred amount of $21 million divided by $10 divided by 2, ii) 2,500,000 shares of unvested PubCo Class B Common Stock, which number of shares of PubCo Class B Common Stock shall be equal to the number of Earnout Units and iii) cash consideration amount. Existing shareholders of PayLink (Paylink Direct and Olive.com) are expected to own approximately 74% of the equity of the new combined company following the consummation of the proposed business combination. The proposed transaction values Olive.com at an initial pro-forma enterprise value of approximately $960 million, which represents approximately 2.3x 2023 estimated revenue and 6.4x 2023 estimated Adjusted EBITDA. The new public company, Olive.com, will be a combination of two proven growth platforms: Olive.com's current digital vehicle protection plan platform and PayLink Direct's current industry leading payment services operation. Upon completion, the Board will consist of seven members including Franklin McLarty will become its Chairman, Justin C. Thomas will be the President and Chief Operating Officer, Rebecca Howard of PayLink will become Chief Executive Officer and Armon C. Withey will be Chief Financial Officer. Stephen Beard, Franklin McLarty, John Shoemaker, Adam Curtin, David King and Hank Reeves will be the Directors of Olive Ventures Holdings, Inc. The combined company will be named Olive Ventures Holdings, Inc. and be called Olive.com. It will be listed on the NYSE under the ticker symbol “OLV.”

The transaction is subject to satisfaction or waiver of certain customary closing conditions, including, among others, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, no action or governmental order that restrains, prohibits or otherwise would enjoin the consummation of the Transaction or make such consummation illegal, approval by shareholders of MDH Acquisition, consummation of the PIPE Investment, effectiveness of the registration statement on Form S-4 with no stop orders or any threatened or pending proceedings seeking a stop order with respect to such Form S-4, and approval for listing of shares and warrants on New York Stock Exchange and he remaining funds in the trust account that holds the proceeds of MDH Acquisition's initial public offering, after the reduction for the aggregate amount of payments, if any, required to satisfy redemptions of MDH Acquisition's class A Common Stock and the PIPE Proceeds and cash on hand. The shareholders of MDH Acquisition entered into Transaction Support Agreement for the approval and adoption of the business combination agreement and the transaction and not to transfer any of its interests in MDH Acquisition. The shareholders of resulting issuers will enter into lock-up agreement and such holders will not transfer or make any intention to effect transfer of any equity interest during the period ending six months following the date of such Lock-Up Agreement. The transaction has been unanimously approved by the Board of Directors of PayLink Direct, Olive.com and MDH Acquisition. The consummation of the business combination is expected to occur in the fourth calendar quarter of 2021. On December 30, 2021, MDH, entered into an amendment to the Business Combination Agreement to extend the “Outside Date” under the Merger Agreement from December 31, 2021, to March 31, 2022.

Christopher M. Zochowski, Bradley A. Noojin and Alain Dermarkar, Chris Zochowski of Shearman & Sterling LLP acted as legal advisors to MDH. Oppenheimer & Co. Inc. is serving as financial advisor to Olive.com and MDH. William Enthoven, Keith Meyers, Craig DeDomenico, Alysa Craig and Andrew Fenwick of Stifel, Nicolaus & Company, Incorporated ("Stifel") and Keefe, Bruyette & Woods, Inc. (“KBW”) is serving as financial advisor to MDH. Winston & Strawn, LLP is acting as legal advisor to MDH. Jonathan Benloulou, P.C., Kevin Mausert and Evan Roberts of Kirkland & Ellis LLP are acting as legal advisors to Paylink. Donald Readlinger of Troutman Pepper Hamilton Sanders LLP acted as legal advisor to owner of PayLink. Stifel, Nicolaus & Company, Incorporated ("Stifel") and KBW are acting as capital markets advisors to MDH. Continental Stock Transfer & Trust Company acted as the transfer agent and Marcum LLP acted as the due diligence provider to MDH Acquisition Corp.