CompoSecure, Inc. Sample Contracts
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • October 19th, 2020 • Roman DBDR Tech Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2020, by and between Roman DBDR Tech Acquisition Corp., a Delaware corporation (the “Company”), and (“Indemnitee”).
22,000,000 Units1 Roman DBDR Tech Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • November 10th, 2020 • Roman DBDR Tech Acquisition Corp. • Blank checks • New York
WARRANT AGREEMENTWarrant Agreement • November 10th, 2020 • Roman DBDR Tech Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of November 5, 2020, is by and between Roman DBDR Tech Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 10th, 2020 • Roman DBDR Tech Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of November 5, 2020, by and between Roman DBDR Tech Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Roman DBDR Tech Acquisition Corp. Las Vegas, NV 89109Securities Subscription Agreement • October 5th, 2020 • Roman DBDR Tech Acquisition Corp. • Blank checks • New York
This agreement (the “Agreement”) is entered into on August 26, 2020 by and between Roman DBDR Tech Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Roman DBDR Tech Acquisition Corp., a Delaware corporation (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 7,906,250 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 1,031,250 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 29th, 2021 • CompoSecure, Inc. • Finance services • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of December ___, 2021 between CompoSecure, Inc., a Delaware corporation (the “Company”), and ___________________ (“Indemnitee”).
COMPOSECURE HOLDINGS, L.L.C., COMPOSECURE, INC., THE GUARANTORS PARTY HERETO, AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of December 27, 2021 7.00% Exchangeable Senior Notes due 2026Indenture • December 29th, 2021 • CompoSecure, Inc. • Finance services • New York
INDENTURE, dated as of December 27, 2021, by and among COMPOSECURE HOLDINGS, L.L.C., a Delaware limited liability company, as issuer (the “Company”, as more fully set forth in Section 1.01), COMPOSECURE, INC., a Delaware corporation (the “Parent”, as more fully set forth in Section 1.01), the Guarantors party hereto (as defined herein) and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”, as more fully set forth in Section 1.01).
November 5, 2020Underwriting Agreement • November 10th, 2020 • Roman DBDR Tech Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Roman DBDR Tech Acquisition Corp., a Delaware corporation (the “Company”), and B. Riley FBR, Inc., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 25,300,000 of the Company’s units (including up to 3,300,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • November 10th, 2020 • Roman DBDR Tech Acquisition Corp. • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of November 5, 2020, is made and entered into by and among Roman DBDR Tech Acquisition Corp., a Delaware corporation (the “Company”), Roman DBDR Tech Sponsor LLC, a Delaware limited liability company (the “Sponsor”, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 7, 2024 among COMPOSECURE, L.L.C. ARCULUS HOLDINGS, L.L.C. COMPOSECURE HOLDINGS, L.L.C. The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent TD BANK, N.A., and...Credit Agreement • August 9th, 2024 • CompoSecure, Inc. • Finance services • New York
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 7, 2024 (as it may be amended or modified from time to time, this “Agreement”), among COMPOSECURE, L.L.C., a Delaware limited liability company, as Borrower, ARCULUS HOLDINGS, L.L.C, a Delaware limited liability company (“Arculus”), COMPOSECURE HOLDINGS, L.L.C., a Delaware limited liability company (“Holdings”), the other Loan Parties party hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 4th, 2020 • Roman DBDR Tech Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 2020, by and between Roman DBDR Tech Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
WARRANT AGREEMENTWarrant Agreement • November 4th, 2020 • Roman DBDR Tech Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 2020, is by and between Roman DBDR Tech Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • November 10th, 2020 • Roman DBDR Tech Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of , November 5, 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between Roman DBDR Tech Acquisition Corp., a Delaware corporation (the “Company”), and Roman DBDR Tech Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
TAX RECEIVABLE AGREEMENT by and among COMPOSECURE, INC., COMPOSECURE HOLDINGS, L.L.C. and THE PERSONS NAMED HEREIN Dated as of December 27, 2021Tax Receivable Agreement • December 29th, 2021 • CompoSecure, Inc. • Finance services • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), is dated as of December 27, 2021, by and among CompoSecure, Inc., a Delaware corporation formerly known as Roman DBDR Tech Acquisition Corp. (including any successor corporation, the “Corporate Taxpayer”), each of the undersigned parties, and each of the other persons from time to time that becomes a party hereto (each, excluding CompoSecure Holdings, L.L.C., a Delaware limited liability company (“Company”), a “TRA Party” and together the “TRA Parties”).
STANDARD FORM INDUSTRIAL BUILDING LEASEIndustrial Building Lease • December 29th, 2021 • CompoSecure, Inc. • Finance services
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT by and among COMPOSECURE, INC., LLR INVESTORS, MINORITY INVESTORS and ADDITIONAL INVESTORS THAT ARE SIGNATORIES HERETO Dated as of December 27, 2021Registration Rights Agreement • December 29th, 2021 • CompoSecure, Inc. • Finance services • New York
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as of December 27, 2021 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), by and among (i) CompoSecure, Inc., a Delaware corporation formerly known as Roman DBDR Tech Acquisition Corp. (the “Company”), (ii) the LLR Investors (as defined herein), (iii) the CompoSecure Investors (as defined herein), (iv) the Founder Investors (as defined herein) and (v) the parties identified on the signature pages hereto as “Additional Investors” (the CompoSecure Investors, the Founder Investors, the Additional Investors and each Person who executes a Joinder Agreement (as defined herein) and falls under clause (y) in the second paragraph of the Joinder Agreement, collectively the “Minority Investors”), in each case, if such Holder is a signatory to the Shareholders Agreement (as defined herein) together with such Holder’s Permitted Transferees (as defined in the Shareholders Agreement).
CompoSecure, Inc. 7,000,000 Shares of Class A Common Stock Underwriting AgreementUnderwriting Agreement • May 9th, 2024 • CompoSecure, Inc. • Finance services • New York
The Company is a holding company, and its only significant asset is its ownership of CompoSecure Holdings, L.L.C., a Delaware limited liability company (the “Operating LLC”). Prior to the execution and delivery of this underwriting agreement (this “Agreement”) and in accordance with the second amended and restated limited liability company agreement of the Operating LLC, dated as of December 27, 2021 (the “LLC Agreement”), and the Exchange Agreement, dated as of December 27, 2021, by and among the Company, the Operating LLC and the holders of Class B Units of the Operating LLC (the “Class B Units”) from time to time party thereto (the “Exchange Agreement”), (i) each Selling Stockholder will (a) execute and deliver an election of exchange (each, an “Exchange Notice”) to the Company and the Operating LLC, pursuant to which such Selling Stockholder will make an election to exchange certain Class B Units, together with the related cancellation of the same number of shares of the Company’s
MANAGEMENT AGREEMENTManagement Agreement • March 5th, 2025 • CompoSecure, Inc. • Finance services • Delaware
This MANAGEMENT AGREEMENT, dated as of February 28, 2025, is entered into by and between CompoSecure Holdings, L.L.C., a Delaware limited liability company (the “Company”), and Resolute Holdings Management, Inc., a Delaware corporation (the “Manager”).
Resolute Holdings Management, Inc. New York, NY 10022Management Agreement • March 5th, 2025 • CompoSecure, Inc. • Finance services • Delaware
Reference is hereby made to the Management Agreement, dated as of February 28, 2025 (the “Management Agreement”), by and between CompoSecure Holdings, L.L.C. (the “Company”), a Delaware limited liability company, and Resolute Holdings Management, Inc. (the “Manager”), a Delaware corporation. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Management Agreement.
SEPARATION AND DISTRIBUTION AGREEMENT by and between COMPOSECURE, INC. and RESOLUTE HOLDINGS MANAGEMENT, INC. Dated as of February 28, 2025Separation and Distribution Agreement • March 5th, 2025 • CompoSecure, Inc. • Finance services • Delaware
SEPARATION AND DISTRIBUTION AGREEMENT, dated as of February 28, 2025, by and between CompoSecure, Inc., a Delaware corporation (“Parent”), and Resolute Holdings Management, Inc., a Delaware corporation and indirect wholly owned Subsidiary of Parent (“SpinCo”). Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to them in Article I.
EMPLOYMENT AGREEMENT FOR JONATHAN WILKEmployment Agreement • December 29th, 2021 • CompoSecure, Inc. • Finance services • New Jersey
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between CompoSecure, L.L.C. (the “Company”) and Jonathan Wilk (the “Executive”) as of the date first written below.
Contractu.s. State and Local Tax Sharing Agreement • March 5th, 2025 • CompoSecure, Inc. • Finance services • Delaware
This U.S. STATE AND LOCAL TAX SHARING AGREEMENT, dated as of February 28, 2025 (this “Agreement”) is entered into by and between CompoSecure, Inc., a Delaware corporation (“Parent”), and Resolute Holdings Management, Inc., (“SpinCo”), a Delaware corporation (“SpinCo”, and together with Parent, the “Companies”, and each a “Company”). Each of Parent and SpinCo is sometimes referred to herein as a “Party” and, collectively, the “Parties”.
COMPOSECURE, INC. and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, Trustee FORM OF INDENTURE Dated as ofIndenture • January 13th, 2026 • CompoSecure, Inc. • Finance services • New York
THIS INDENTURE between CompoSecure, Inc., a Delaware corporation (hereinafter called the “Company”) having its principal office at 309 Pierce Street, Somerset, New Jersey 08873 and U.S. Bank Trust Company, National Association, as trustee (hereinafter called the “Trustee”), is made and entered into as of [ ].
MANAGEMENT AGREEMENTManagement Agreement • January 13th, 2026 • CompoSecure, Inc. • Finance services • Delaware
This MANAGEMENT AGREEMENT, dated as of January 12, 2026, is entered into by and between Forge New Holdings, LLC, a Delaware limited liability company (the “Company”), and Resolute Holdings Management, Inc., a Delaware corporation (the “Manager”).
ROMAN DBDR TECH ACQUISTION CORP.Administrative Support Agreement • November 10th, 2020 • Roman DBDR Tech Acquisition Corp. • Blank checks • New York
This letter agreement by and between Roman DBDR Tech Acquisition Corp. (the “Company”) and Roman DBDR Tech Sponsor LLC (“DBDR Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (File No. 333-249330) (the “Registration Statement”) is declared effective (the “Effective Date”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
COMPOSECURE, INC., as Parent, COMPOSECURE HOLDINGS, L.L.C., as the Issuer, the Subsidiary Guarantors from time to time party hereto $900,000,000 5.625% SENIOR SECURED NOTES DUE 2033 _________________________________ INDENTURE Dated as of January 14,...Indenture • January 14th, 2026 • CompoSecure, Inc. • Finance services • New York
FIRST AMENDMENT TO LEASE OF IMPROVED PROPERTYLease of Improved Property • December 29th, 2021 • CompoSecure, Inc. • Finance services
THIS FIRST AMENDMENT TO LEASE OF IMPROVED PROPERTY (this “Amendment”) is made as of December 15th, 2020, by and between BAKER-PROPERTIES LIMITED PARTNERSHIP, a Connecticut limited partnership, having an address at One West Red Oak Lane, White Plains, New York 10604 (“Landlord”), and COMPOSECURE, L.L.C., a Delaware limited liability company, with an address at 500 Memorial Drive, Franklin, New Jersey 08873 (“Tenant”).
Master Services AgreementMaster Services Agreement • December 29th, 2021 • CompoSecure, Inc. • Finance services • New York
This Master Services Agreement (“Agreement”) is made and entered into as of the Effective Date above, between American Express Travel Related Services Company, Inc having an office at World Financial Center 200 Vesey Street, New York, NY 10285 (“AXP”), and the Service Provider specified above (“Service Provider”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 4th, 2025 • CompoSecure, Inc. • Finance services • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2025, is made and entered into by and among CompoSecure, Inc., a Delaware corporation (the “Company”), Platinum Equity Capital Partners International IV (Cayman), L.P., a Cayman Islands Exempted Limited Partnership (“PE Cayman Investor”), Platinum Equity Capital QIQ Partners International IV (Cayman), L.P., a Cayman Islands Exempted Limited Partnership (“PE QIQ Cayman Investor”), Platinum Titan Principals International (Cayman), LLC, a Cayman Islands limited liability company (“PE Principals Investor”), Platinum Equity Titan Co-Investors Onshore (Cayman), L.P., a Cayman Islands Exempted Limited Partnership (“PE Co-Invest Onshore Investor”), Platinum Equity Titan Co-Investors Offshore (Cayman), L.P., a Cayman Islands Exempted Limited Partnership (“PE Co-Invest Offshore Investor” and, together with PE Cayman Investor, PE QIQ Cayman Investor, PE Principals Investor and PE Co-Invest Onshore Investor, the “Investors” or
AGREEMENT TO TERMINATE STOCKHOLDERS AGREEMENTTermination Agreement • September 17th, 2024 • CompoSecure, Inc. • Finance services • Delaware
THIS AGREEMENT TO TERMINATE STOCKHOLDERS AGREEMENT (this “Agreement”) is entered into as of September 17, 2024, by and among CompoSecure, Inc., a Delaware corporation (the “Company”), and the stockholders signatory hereto (the “Stockholders”). Each of the foregoing is referred to as a “Party” and together as the “Parties”.
AMENDMENT NO. 1 TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT AND LIMITED WAIVERCredit Agreement • January 3rd, 2025 • CompoSecure, Inc. • Finance services • New York
This AMENDMENT NO. 1 TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of December 30, 2024, between CompoSecure, L.L.C., a Delaware limited liability company (the “Borrower”), Arculus Holdings, L.L.C., a Delaware limited liability company (“Arculus”), CompoSecure Holdings, L.L.C., a Delaware limited liability company (“Holdings”), the other Loan Parties (as defined in the Credit Agreement (as defined below)) party hereto, JPMorgan Chase Bank, N.A., as a Lender and as the administrative agent (in such capacity, the “Administrative Agent”), and the other Lenders party hereto (the “Consenting Lenders”).
EMPLOYMENT AGREEMENT FOR AMANDA GOURBAULTEmployment Agreement • December 29th, 2021 • CompoSecure, Inc. • Finance services • New Jersey
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between CompoSecure, L.L.C. (the “Company”) and Amanda Gourbault (the “Executive”) as of the date first written below.
STOCKHOLDERS AGREEMENTStockholders Agreement • December 29th, 2021 • CompoSecure, Inc. • Finance services • Delaware
This Stockholders Agreement (this “Agreement”) is made as of December 27, 2021, by and among CompoSecure, Inc., a Delaware corporation formerly known as Roman DBDR Tech Acquisition Corp. (the “Company”), and the individuals and entities signatory hereto identified on the signature pages hereto as Stockholders (each, a “Stockholder” and collectively, the “Stockholders”) (each Stockholder to this Agreement is referred to singly as a “Voting Party” and collectively as the “Voting Parties”).
AMENDMENT THREE TO THE MASTER AGREEMENT CW232350Master Services Agreement • December 29th, 2021 • CompoSecure, Inc. • Finance services
This Amendment Three (“Amendment”) to Master Services Agreement dated January 4, 2008 by JPMorgan Chase Bank, N.A. (“JPMC”) and CompoSecure LLC (“Supplier”) (“Master Agreement”) is made and entered into as of Last Signature Date (“Amendment Effective Date”) by JPMC, and Supplier.
AMENDED AND RESTATED WAIVER AGREEMENTWaiver Agreement • July 14th, 2025 • CompoSecure, Inc. • Finance services
THIS AMENDED AND RESTATED WAIVER AGREEMENT (this “Waiver Agreement”) is made as of July 12, 2025, by and among CompoSecure, Inc., a Delaware corporation (the “Company”), Resolute Compo Holdings LLC, a Delaware limited liability company (“Resolute Compo Holdings”), and Tungsten 2024 LLC, a Delaware limited liability company (“Tungsten” and, together with the Company and Resolute Compo Holdings, the “Parties” and each, a “Party”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Governance Agreement (as defined below).