Fathom Digital Manufacturing Sample Contracts

INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • February 9th, 2021 • Altimar Acquisition Corp. II • Blank checks • New York

THIS INVESTMENT MANAGEMENT TRUST AGREEMENT is made effective as of February 4, 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), by and between Altimar Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).

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Altimar Acquisition Corp. II 30,000,000 Units Underwriting Agreement
Underwriting Agreement • February 9th, 2021 • Altimar Acquisition Corp. II • Blank checks • New York

Altimar Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (collectively, the “Underwriters”) an aggregate of 30,000,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 4,500,000 additional units, if any (the “Optional Units” and, together with the Firm Units that the Underwriters elect to purchase pursuant to Section 2 hereof, hereinafter called the “Units”).

ALTIMAR ACQUISITION CORP. II New York, NY 10019
Altimar Acquisition Corp. II • December 29th, 2020 • Blank checks • New York

We are pleased to accept the offer Altimar Sponsor II, LLC (the “Subscriber” or “you”) has made to purchase 8,625,000 of Class B ordinary shares (the “Shares”), $0.0001 par value per share (the “Class B Ordinary Shares” and, together with all other classes of the Company’s (as defined below) ordinary shares, the “Ordinary Shares”), up to 1,125,000 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of Altimar Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding the Shares, are as follows:

PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT
Private Placement Warrants Purchase Agreement • February 9th, 2021 • Altimar Acquisition Corp. II • Blank checks • New York

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of February 4, 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is entered into by and between Altimar Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Altimar Sponsor II, LLC, a Delaware limited liability company (the “Purchaser”).

FORM OF INDEMNIFICATION AGREEMENT
Indemnification Agreement • December 30th, 2021 • Fathom Digital Manufacturing • Fabricated structural metal products • Delaware

This Indemnification Agreement (this “Agreement”) is made as of [____________], 2021, by and between Fathom Digital Manufacturing Corporation, a Delaware corporation (the “Company”), and a member of the board of directors and/or an officer of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.

REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT
Registration and Shareholder Rights Agreement • February 9th, 2021 • Altimar Acquisition Corp. II • Blank checks • New York

THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT, dated as of February 4, 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is made and entered into by and among Altimar Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), Altimar Sponsor II, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under “Holders” on the signature pages hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and, collectively, the “Holders”).

FORM OF INDEMNITY AGREEMENT
Form of Indemnity Agreement • January 20th, 2021 • Altimar Acquisition Corp. II • Blank checks • New York

THIS INDEMNITY AGREEMENT is made as of [ ], 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), by and between Altimar Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and [ ] (“Indemnitee”).

WARRANT AGREEMENT
Warrant Agreement • February 9th, 2021 • Altimar Acquisition Corp. II • Blank checks • New York

THIS WARRANT AGREEMENT, dated as of February 4, 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is by and between Altimar Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).

INDEMNITY AGREEMENT
Indemnity Agreement • February 9th, 2021 • Altimar Acquisition Corp. II • Blank checks • New York

THIS INDEMNITY AGREEMENT is made as of February 4, 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), by and between Altimar Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Michael Rubenstein (“Indemnitee”).

FORM OF SUBSCRIPTION AGREEMENT FOR WALL-CROSS SUBSCRIBERS
Subscription Agreement • July 19th, 2021 • Altimar Acquisition Corp. II • Blank checks • New York

This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on July 15, 2021, by and among Altimar Acquisition Corp. II, a Cayman limited exempted company (the “Company”), Fathom Holdco, LLC, a Delaware limited liability company (“Fathom”), and the undersigned subscriber (“Subscriber”). Prior to the closing of the Transactions (as defined below), the Company will domesticate as a Delaware corporation in accordance with Section 388 of the Delaware General Corporation Law, as amended, and the Cayman Islands Companies Act (2021 Revision) (the “Domestication”).

Altimar Acquisition Corp. II 33rd Floor New York, New York 10019 Re: Initial Public Offering Ladies and Gentlemen:
Letter Agreement • February 9th, 2021 • Altimar Acquisition Corp. II • 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 among Altimar Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as representatives (the “Representatives”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 34,500,000 of the Company’s units (including 4,500,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-fourth of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Off

FORM OF WARRANT AGREEMENT
Form of Warrant Agreement • February 1st, 2021 • Altimar Acquisition Corp. II • Blank checks • New York

THIS WARRANT AGREEMENT, dated as of [ ], 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is by and between Altimar Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).

FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • February 1st, 2021 • Altimar Acquisition Corp. II • Blank checks • New York

THIS INVESTMENT MANAGEMENT TRUST AGREEMENT is made effective as of [ ], 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), by and between Altimar Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

AMENDED AND RESTATED TAX RECEIVABLE AGREEMENT by and among FATHOM DIGITAL MANUFACTURING CORPORATION and the MAJORITY TRA PARTIES (as defined herein) Dated as of April 4, 2023
Tax Receivable Agreement • April 16th, 2024 • Fathom Digital Manufacturing Corp • Fabricated structural metal products • Delaware

This AMENDED AND RESTATED TAX RECEIVABLE AGREEMENT (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of April 4, 2023, is hereby entered into by and among Fathom Digital Manufacturing Corporation, a Delaware corporation (the “Corporation”), and the Majority TRA Parties. Capitalized terms used but not otherwise defined herein have the respective meanings set forth in Section 1.1.

FOURTH AMENDMENT dated as of February 16, 2024 (this “Amendment”), to the Credit Agreement dated as of December 23, 2021 (as in effect immediately prior to giving effect to this Amendment, the “Existing Credit Agreement”), among FATHOM GUARANTOR, LLC,...
Credit Agreement • February 20th, 2024 • Fathom Digital Manufacturing Corp • Fabricated structural metal products • New York

CREDIT AGREEMENT dated as of December 23, 2021 (this “Agreement”), among FATHOM GUARANTOR, LLC, a Delaware limited liability company, FATHOM MANUFACTURING, LLC, a Delaware limited liability company, the LENDERS from time to time party hereto and JPMORGAN CHASE BANK, N.A. as Administrative Agent.

THIRD AMENDMENT dated as of November 13, 2023 (this “Amendment”), to the Credit Agreement dated as of December 23, 2021 (as in effect prior to giving effect to this Amendment, the “Existing Credit Agreement”), among FATHOM GUARANTOR, LLC, a Delaware...
Credit Agreement • November 14th, 2023 • Fathom Digital Manufacturing Corp • Fabricated structural metal products • New York

CREDIT AGREEMENT dated as of December 23, 2021 (this “Agreement”), among FATHOM GUARANTOR, LLC, a Delaware limited liability company, FATHOM MANUFACTURING, LLC, a Delaware limited liability company, the LENDERS from time to time party hereto and JPMORGAN CHASE BANK, N.A. as Administrative Agent.

Fathom Digital Manufacturing Corporation
Fathom Digital Manufacturing • December 30th, 2021 • Fabricated structural metal products

On behalf of Fathom Digital Manufacturing Corporation, a Delaware corporation (together with its successors, the “Company”), I am pleased to confirm our offer to you for continuing employment in the position of Chief Commercial Officer of the Company, reporting to the Company’s Chief Executive Officer. In this position, you will be an executive officer of the Company. Your employment under this letter agreement (this “Agreement”) will be effective on December 23, 2021 (the “Effective Date”), subject to the terms and conditions of this Agreement. This Agreement supersedes in its entirety the Employment Agreement, dated September 23, 2019, by and between you and Kemeera LLC (the “Prior Agreement”).

ALTIMAR ACQUISITION CORP. II
Altimar Acquisition Corp. II • February 9th, 2021 • Blank checks • New York

This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement on Form S-1 (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Altimar Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case, as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Altimar Sponsor II, LLC, a Delaware limited liability company (the “Sponsor”), shall take steps directly or indirectly to make available to the Company, at 40 West 57th Street, 33rd Floor, New York, New York 10019 (or any successor location), office space and secretarial and administrative services as may be required by the Company from time to time. In exchange therefor, the Company shall pay the Sponsor

EXTENSION CONSENT LETTER January 31, 2024
Letter Agreement • February 1st, 2024 • Fathom Digital Manufacturing Corp • Fabricated structural metal products

Reference is hereby made to that certain Credit Agreement, dated as of December 23, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”), among Fathom Guarantor, LLC, a Delaware limited liability company, as Holdings (“Holdings”), Fathom Manufacturing, LLC, a Delaware limited liability company, as Borrower (the “Borrower”), JPMorgan Chase Bank, N.A., as administrative agent for the lenders (the “Administrative Agent”), and the lenders from time to time party thereto. Capitalized terms used in this Extension Consent Letter (this “Letter Agreement”) and not defined in this Letter Agreement shall have the meanings assigned to such terms in the Credit Agreement.

EMPLOYMENT AGREEMENT
Employment Agreement • December 30th, 2021 • Fathom Digital Manufacturing • Fabricated structural metal products • Delaware

This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of December 23, 2021 (the “Effective Date”) by and between Fathom Digital Manufacturing Corporation, a Delaware corporation (the “Company”), and Mark Frost (“Employee”). This Agreement amends and restates, and supersedes in its entirety, the Employment Agreement, dated as of April 7, 2021, between Midwest Composite Technologies, LLC (“MCT”) and Employee (the “Prior Agreement”).

SUPPORT AGREEMENT
Support Agreement • February 20th, 2024 • Fathom Digital Manufacturing Corp • Fabricated structural metal products • Delaware

THIS SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of February 16, 2024, by and among Fathom Digital Manufacturing Corporation, a Delaware corporation (the “Company”), Fathom Digital Manufacturing Intermediate, LLC, a Delaware limited liability company (“Parent”) and the undersigned stockholders of the Company (collectively, the “Supporting Holders,” and each, a “Supporting Holder”). All capitalized terms used but not defined herein shall have the meanings assigned to them in the Merger Agreement (as defined below).

FATHOM DIGITAL MANUFACTURING CORPORATION
Restricted Stock Unit Award Agreement • December 30th, 2021 • Fathom Digital Manufacturing • Fabricated structural metal products • Delaware

THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is made effective as of December 23, 2021 (the “Grant Date”) by and between Fathom Digital Manufacturing Corporation, a Delaware corporation (the “Company”), and [•] (the “Participant”), pursuant to the Fathom Digital Manufacturing Corporation 2021 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”). Capitalized terms that are not defined herein shall have the meanings given to such terms in the Plan.

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FATHOM DIGITAL MANUFACTURING CORPORATION RESTRICTED STOCK UNIT AWARD AGREEMENT (INDUCEMENT)
Restricted Stock Unit Award Agreement • October 23rd, 2023 • Fathom Digital Manufacturing Corp • Fabricated structural metal products • Delaware

THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is made effective as of October 23, 2023 (the “Grant Date”) by and between Fathom Digital Manufacturing Corporation, a Delaware corporation (the “Company”), and Carey Chen (the “Participant”).

TAX RECEIVABLE AGREEMENT by and among FATHOM DIGITAL MANUFACTURING CORPORATION, FATHOM HOLDCO, LLC, the several EXCHANGE TRA PARTIES (as defined herein), the several BLOCKER TRA PARTIES (as defined herein), and OTHER PERSONS FROM TIME TO TIME PARTY...
Joinder Agreement • December 30th, 2021 • Fathom Digital Manufacturing • Fabricated structural metal products • Delaware

This TAX RECEIVABLE AGREEMENT (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), dated December 23, 2021, is hereby entered into by and among Fathom Digital Manufacturing Corporation, a Delaware corporation (the “Corporation”), Fathom Holdco, LLC, a Delaware limited liability company (the “Company”), each of the Exchange TRA Parties from time to time party hereto, each of the Blocker TRA Parties from time to time party hereto, and CORE Industrial Partners Management LP, in its capacity as TRA Party Representative. Capitalized terms used but not otherwise defined herein have the respective meanings set forth in Section 1.1.

INVESTOR RIGHTS AGREEMENT DATED AS OF DECEMBER 23, 2021 AMONG FATHOM DIGITAL MANUFACTURING CORPORATION AND THE OTHER PARTIES HERETO
Investor Rights Agreement • December 30th, 2021 • Fathom Digital Manufacturing • Fabricated structural metal products • Delaware

This Investor Rights Agreement is entered into as of December 23, 2021 by and among Fathom Digital Manufacturing Corporation, a Delaware corporation (formerly known as Altimar Acquisition Corp. II, a Cayman Islands corporation, the “Company”), each of the Persons set forth on the signature pages hereto, as the Existing Investors as of the date hereof, and each of the other Persons from time to time party hereto.

SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF FATHOM HOLDCO, LLC Dated as of December 23, 2021
Limited Liability Company Agreement • December 30th, 2021 • Fathom Digital Manufacturing • Fabricated structural metal products • Delaware

This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Fathom Holdco, LLC (the “Company”), is made as of December 23, 2021 (the “Effective Date”) by and among Fathom Digital Manufacturing Corporation, a Delaware corporation (“Pubco”), as a Member and the Managing Member as of the date hereof, and the other Members whose names are set forth in the Schedule of Members under the heading “Continuing Members” (the “Continuing Members”) and CORE Industrial Partners Management LP, a Delaware limited partnership, in its capacity as the Continuing Member Representative. Capitalized terms used herein shall have the meaning set forth in Section 1.01 to this Agreement unless otherwise indicated.

Altimar Acquisition Corp. II 33rd Floor New York, New York 10019 Re: Initial Public Offering Ladies and Gentlemen:
Letter Agreement • January 20th, 2021 • Altimar Acquisition Corp. II • 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 among Altimar Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as representatives (the “Representatives”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 34,500,000 of the Company’s units (including 4,500,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-fourth of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Off

BUSINESS COMBINATION AGREEMENT by and among ALTIMAR ACQUISITION CORP. II, FATHOM HOLDCO, LLC, RAPID MERGER SUB, LLC, RAPID BLOCKER 1 MERGER SUB, LLC, RAPID BLOCKER 2 MERGER SUB, LLC, RAPID BLOCKER 3 MERGER SUB, LLC, CORE FUND I BLOCKER-5 LLC, CORE...
Business Combination Agreement • July 19th, 2021 • Altimar Acquisition Corp. II • Blank checks • Delaware

THIS BUSINESS COMBINATION AGREEMENT (as it may hereafter be amended, restated, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”) is made and entered into as of July 15, 2021 (the “Execution Date”) by and among Altimar Acquisition Corp. II, a Cayman Islands corporation (“Altimar”), Fathom Holdco, LLC, a Delaware limited liability company (“Fathom”), Rapid Merger Sub, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Altimar (“Fathom Merger Sub”), Rapid Blocker 1 Merger Sub, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Altimar (“Blocker Merger Sub 1”), Rapid Blocker 2 Merger Sub, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Altimar (“Blocker Merger Sub 2”), Rapid Blocker 3 Merger Sub, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Altimar (“Blocker Merger Sub 3” and, together with Blocker

Fathom Digital Manufacturing Intermediate, LLC c/o CORE Industrial Partners, LLC Suite 2000 Chicago, Illinois 60606 Attention: John May Re: Commitment to Purchase Securities Ladies and Gentlemen:
Fathom Digital Manufacturing Corp • April 15th, 2024 • Fabricated structural metal products • Delaware

Reference is made to that certain Agreement and Plan of Merger, dated as of the date hereof (the “Agreement”), by and among Fathom Digital Manufacturing Intermediate, LLC, a Delaware limited liability company (“Parent”), Fathom Digital Manufacturing Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (the “Company Merger Sub”), Fathom Digital Manufacturing Merger Sub 2, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company Merger Sub (“LLC Merger Sub” and together with Parent and the Company Merger Sub, the “Buyer Parties”), Fathom Holdco, LLC, a Delaware limited liability company, and Fathom Digital Manufacturing Corporation, a Delaware corporation (the “Company”). Capitalized terms used, but not otherwise defined, in this letter agreement shall have the meanings ascribed to such terms in the Agreement.

FATHOM DIGITAL MANUFACTURING CORPORATION RESTRICTED SHARE AWARD AGREEMENT
Restricted Share Award Agreement • April 8th, 2022 • Fathom Digital Manufacturing Corp • Fabricated structural metal products • Delaware

THIS RESTRICTED SHARE AWARD AGREEMENT (this “Agreement”) is made effective as of December 23, 2021 (the “Grant Date”) by and between Fathom Digital Manufacturing Corporation, a Delaware corporation (the “Company”) and [___] (the “Participant”), pursuant to the Fathom Digital Manufacturing Corporation 2021 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”).

Contract
Guarantee Agreement • April 2nd, 2024 • Fathom Digital Manufacturing Corp • Fabricated structural metal products • New York

GUARANTEE AGREEMENT dated as of April 1, 2024 (as amended, restated, amended and restated, supplemented and/or otherwise modified from time to time, this “Agreement”), among the Guarantors (as defined below) from time to time party hereto and CORE Industrial Partners Fund I, L.P., a Delaware limited partnership (for the benefit of the Lending Parties, together with its successors and assigns, the “Lender”).

Amendment No. 1 to the Amended and Restated Tax Receivable Agreement
Tax Receivable Agreement • February 20th, 2024 • Fathom Digital Manufacturing Corp • Fabricated structural metal products

This Amendment No. 1 (this “Amendment”), dated and effective as of February 16, 2024, amends that certain Amended and Restated Tax Receivable Agreement, dated as of April 4, 2023 (the “TRA”), by and among Fathom Digital Manufacturing Corporation, a Delaware corporation (the “Corporation”) and the Majority TRA Parties (as defined therein). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the TRA.

CONSULTING Agreement
Consulting Agreement • August 10th, 2023 • Fathom Digital Manufacturing Corp • Fabricated structural metal products • California

THIS CONSULTING AGREEMENT (this “Agreement”), is made as of August 4, 2023 (the “Effective Date”), by and between Fathom Digital Manufacturing Corporation (the “Company”) and Richard Stump (“Consultant”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 30th, 2021 • Fathom Digital Manufacturing • Fabricated structural metal products • Delaware

WHEREAS, Altimar Acquisition Corp. II (“Altimar”) and Sponsor, are party to that certain Registration and Shareholder Rights Agreement, dated as of February 4, 2021, with each of the other individuals party thereto (the “Original RRA”);

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