FORM OF INDEMNITY AGREEMENTIndemnity 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”).
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”).
22,000,000 Units1 Roman DBDR Tech Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • November 10th, 2020 • Roman DBDR Tech Acquisition Corp. • Blank checks • New York
Roman DBDR Tech Acquisition Corp. Las Vegas, NV 89109Roman DBDR Tech Acquisition Corp. • October 5th, 2020 • 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”).
November 5, 2020Letter 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”).
NAI-1535364884v9 EXECUTION VERSION AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT AND LIMITED WAIVER This AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT AND LIMITED WAIVER (this “Amendment”) is entered into as of...Credit Agreement • March 10th, 2023 • CompoSecure, Inc. • Finance services • New York
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 AGREEMENTPrivate Placement Warrant 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 LEASECompoSecure, Inc. • December 29th, 2021 • Finance services
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).
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.
a Delaware Limited Liability Company) SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of December 27, 2021Limited Liability Company Agreement • December 29th, 2021 • CompoSecure, Inc. • Finance services • Delaware
THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of CompoSecure Holdings, L.L.C. (the “Company”), is made as of December 27, 2021, by and among the Company and each of the Persons listed as Members on the signature pages attached hereto and each other Person who becomes a Member in accordance with the terms of this Agreement.
ROMAN DBDR TECH ACQUISTION CORP.Roman DBDR Tech Acquisition Corp. • November 10th, 2020 • 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”):
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).
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”).
EMPLOYMENT AGREEMENT FOR AMANDA GOURBAULTEmployment Agreement for Amanda Gourbault • 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 CW232350The Master 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.
SUBSCRIPTION AGREEMENTSubscription Agreement • April 19th, 2021 • Roman DBDR Tech Acquisition Corp. • Blank checks • New York
This Subscription Agreement (this “Subscription Agreement”) is being entered into in connection with the proposed business combination (the “Transaction”) between Roman DBDR Tech Acquisition Corp., a Delaware corporation (“Roman”), and CompoSecure Holdings, L.L.C., a Delaware limited liability company (“Company”), pursuant to an Agreement and Plan of Merger (as amended, modified, supplemented or waived from time to time in accordance with its terms, and including the exhibits thereto, the “Transaction Agreement”) to be entered into among Roman, Company, Roman Parent Merger Sub, LLC (“Merger Sub”) and the other parties thereto, pursuant to which, among other things, Merger Sub will merge with and into Company, with Company as the surviving company in the merger, on the terms and subject to the conditions therein (such merger, the “Transaction”). In connection with the Transaction, Roman is seeking commitments from interested investors to purchase shares of Roman’s Class A common stock,
COMPOSECURE, L.L.C. AMENDMENT NUMBER 5 TO MASTER SERVICES AGREEMENT CW139362Master Services Agreement • December 29th, 2021 • CompoSecure, Inc. • Finance services
THIS AMENDMENT NUMBER 5 (this “Amendment”), is made and entered into effective as of as of the last date signed (the “Effective Date”), between American Express Travel Related Services Company, Inc., a Delaware corporation (“AXP”), and Composecure, L.L.C., a Delaware limited liability company (“Service Provider”).
VOTING AGREEMENTVoting Agreement • April 19th, 2021 • Roman DBDR Tech Acquisition Corp. • Blank checks • Delaware
This Voting Agreement (this “Agreement”) is made as of April 19, 2021 by and among Roman DBDR Tech Acquisition Corp., a Delaware corporation (the “Company”), the undersigned stockholders of the Company (collectively, the “Company Stockholders” and each, a “Company Stockholder”), CompoSecure Holdings, L.L.C., a Delaware limited liability company (“Holdings”), and the undersigned unitholders of Holdings (collectively, the “Holdings Unitholders” and each, a “Holdings Unitholder”, and together with the Company Stockholders, “Voting Parties”, and each, a “Voting Party”).
EXCHANGE AGREEMENTExchange Agreement • December 29th, 2021 • CompoSecure, Inc. • Finance services • Delaware
This EXCHANGE AGREEMENT (this “Agreement”), dated as of December 27, 2021, is by and among CompoSecure, Inc., a Delaware corporation (formerly known as Roman DBDR Tech Acquisition Corp.), a Delaware corporation (the “Company”), CompoSecure Holdings, L.L.C., a Delaware limited liability company (“Holdings”) and such holders of Class B Units of Holdings from time to time party hereto.
AMENDMENT CW673842 TO MASTER SERVICES AGREEMENT CW232350Master Services Agreement • December 29th, 2021 • CompoSecure, Inc. • Finance services
This Amendment (together with any Exhibits attached hereto or incorporated into this document, this “Amendment”) is entered into as of the effective date indicated in the signature box below (the “Effective Date”) by and between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association (“JPMC”) and the supplier named in the signature box below (“Supplier”).
LEASE OF IMPROVED PROPERTY between BAKER-PROPERTIES LIMITED PARTNERSHIP, Landlord, and COMPOSECURE, L.L.C., Tenant Franklin, New Jersey as of December 1, 2011 LEASE AGREEMENT Basic Lease InformationLease Agreement • December 29th, 2021 • CompoSecure, Inc. • Finance services • New Jersey
EMPLOYMENT AGREEMENT FOR ADAM LOWEEmployment Agreement for Adam Lowe • 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 Adam Lowe (the “Executive”) as of the date first written below.
Registration Rights AgreementRegistration Rights Agreement • December 29th, 2021 • CompoSecure, Inc. • Finance services • New York
CompoSecure Holdings, L.L.C., a Delaware limited liability (the “Company”), has agreed to issue and sell to the undersigned investors (each an “Investor” and, collectively, the “Investor”) its 7.00% exchangeable senior notes due 2026 (the “Notes”), upon the terms set forth in each Exchangeable Senior Note Subscription Agreement (as defined below) by and among the Company, CompoSecure, Inc. (formerly known as Roman DBDR Tech Acquisition Corp.), a Delaware corporation (“Parent”), CompoSecure, L.L.C., a Delaware limited liability company, and each Investor, dated April 19, 2021 (the “Exchangeable Senior Note Subscription Agreement”), relating to the initial sale (the “Initial Sale”) of the Notes. The Notes will be exchangeable, at the option of the holder thereof, for shares of Parent’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”). To induce Investor to enter into the Exchangeable Senior Note Subscription Agreement and to satisfy its obligations thereunde
AMENDMENT NUMBER 1 CW2410095Amendment Number 1, • December 29th, 2021 • CompoSecure, Inc. • Finance services
This Amendment Number 1, CW2410095 (“Amendment”) is made and entered into this July 31, 2016 (the “Effective Date”) between AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC. (“Amexco” or “AXP”) and COMPOSECURE, LLC., a Delaware limited liability company (“Service Provider”) with reference to the following:
Amendment 2 to Master Services Agreement CW232350Master Services Agreement • December 29th, 2021 • CompoSecure, Inc. • Finance services
This Amendment (“Amendment”) to the Master Services Agreement (JPMC Agreement No. CW232350 “Agreement”) is made and entered into as of June 6, 2019 (“Amendment Effective Date”) by JPMorgan Chase Bank, National Association (“JPMC”) and CompoSecure, L.L.C., a Delaware limited liability company (“Supplier”).
SUBSCRIPTION AGREEMENTSubscription Agreement • April 19th, 2021 • Roman DBDR Tech Acquisition Corp. • Blank checks • New York
This Subscription Agreement (this “Subscription Agreement”) is being entered into in connection with the proposed business combination (the “Transaction”) between Roman DBDR Tech Acquisition Corp., a Delaware corporation (“Roman”), and CompoSecure Holdings, L.L.C., a Delaware limited liability company (“Company”), pursuant to an Agreement and Plan of Merger (as amended, modified, supplemented or waived from time to time in accordance with its terms, and including the exhibits thereto, the “Transaction Agreement”) to be entered into among Roman, Company, Roman Parent Merger Sub, LLC (“Merger Sub”) and the other parties thereto, pursuant to which, among other things, Merger Sub will merge with and into Company, with Company as the surviving company in the merger, on the terms and subject to the conditions therein (such merger, the “Transaction”). In connection with the Transaction, the Company is seeking commitments from interested investors to purchase 7.00% exchangeable senior notes (t
