ALTIMAR ACQUISITION CORP. III New York, New York 10019Altimar Acquisition Corp. III • January 29th, 2021 • New York
We are pleased to accept the offer Altimar Sponsor III, LLC (the “Subscriber” or “you”) has made to purchase 3,593,750 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 468,750 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. III, 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:
FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • January 29th, 2021 • Altimar Acquisition Corp. III • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”), dated as of [ ], 2021, is entered into by and between Altimar Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), and Altimar Sponsor III, LLC, a Delaware limited liability company (the “Purchaser”).
FORM OF REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • January 29th, 2021 • Altimar Acquisition Corp. III • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT, dated as of [ ], 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is made and entered into by and among Altimar Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), Altimar Sponsor III, 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 5.2 of this Agreement, a “Holder” and, collectively, the “Holders”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • January 29th, 2021 • Altimar Acquisition Corp. III • 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. III, a Cayman Islands exempted company (the “Company”), and [ ] (“Indemnitee”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 29th, 2021 • Altimar Acquisition Corp. III • 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. III, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
FORM OF WARRANT AGREEMENTForm of Warrant Agreement • January 29th, 2021 • Altimar Acquisition Corp. III • 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. III, 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”).
Underwriting AgreementUnderwriting Agreement • January 29th, 2021 • Altimar Acquisition Corp. III • New York
Altimar Acquisition Corp. III, 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 12,500,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 1,875,000 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. IIIAltimar Acquisition Corp. III • January 29th, 2021
Altimar Acquisition Corp. III 33rd Floor New York, New York 10019Letter Agreement • January 29th, 2021 • Altimar Acquisition Corp. III • 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. III, 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 14,375,000 of the Company’s units (including 1,875,000 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 Of
