FORM OF INDEMNIFICATION AGREEMENTIndemnification 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.
Fathom Digital Manufacturing CorporationFathom 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”).
EMPLOYMENT AGREEMENTEmployment 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”).
FATHOM DIGITAL MANUFACTURING CORPORATIONRestricted 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.
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 HERETOInvestor 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, 2021Limited 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.
REGISTRATION RIGHTS AGREEMENTRegistration 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”);
FATHOM DIGITAL MANUFACTURING CORPORATION RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted 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.
Fathom Digital Manufacturing Corporation Executive Severance and Change in Control Plan Form of Participation AgreementParticipation Agreement • December 30th, 2021 • Fathom Digital Manufacturing • Fabricated structural metal products
This Participation Agreement (this “Agreement”) is made and entered into by and between [•] (“you” or “Covered Executive”) and Fathom Digital Manufacturing Corporation (the “Company”) pursuant to the Fathom Digital Manufacturing Corporation Executive Severance and Change in Control Plan (the “Plan”). Any capitalized terms used in this Agreement but not defined herein shall have the meanings given to such terms in the Plan.
