UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
CompoSecure, Inc. |
(Name of Issuer) |
|
Class A Common Stock, $0.0001 Par Value per share |
(Title of Class of Securities) |
|
20459V105 |
(CUSIP Number) |
|
Thomas
R. Knott
Resolute Compo Holdings LLC
445 Park Avenue, Suite 15F
New York, NY 10022
(212) 373-3000
|
(Name, Address and Telephone
Number of Person Authorized to Receive Notices and Communications) |
|
September 17, 2024 |
(Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. ☐
*The remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP No. 20459V105 |
SCHEDULE 13D |
Page 2 of 11 |
1 |
NAME OF REPORTING PERSON
Resolute Compo Holdings LLC |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐ |
3 |
SEC USE ONLY
|
|
4 |
SOURCE OF FUNDS
PF and OO |
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
|
☐ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
8 |
SHARED VOTING POWER
49,290,409(1) |
9 |
SOLE DISPOSITIVE POWER
0 |
10 |
SHARED DISPOSITIVE POWER
49,290,409(1) |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
49,290,409(1) |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☒ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
59.7% (2) |
|
14 |
TYPE OF REPORTING PERSON
OO |
|
| (1) | Consists of 49,290,409 shares of Class A Common Stock, $0.0001 par value per share, issued by CompoSecure, Inc. (the “Class
A Common Stock”), held of record by Resolute Compo Holdings LLC (“Resolute Compo Holdings”). |
| (2) | Based upon 82,541,374 shares of Class A Common Stock that were outstanding as of September 17, 2024. |
CUSIP No. 20459V105 |
SCHEDULE 13D |
Page 3 of 11 |
1 |
NAME OF REPORTING PERSON
Tungsten 2024 LLC |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐ |
3 |
SEC USE ONLY
|
|
4 |
SOURCE OF FUNDS
PF |
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
|
☐ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
8 |
SHARED VOTING POWER
49,290,409(1) |
9 |
SOLE DISPOSITIVE POWER
0 |
10 |
SHARED DISPOSITIVE POWER
49,290,409(1) |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
49,290,409(1) |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☒ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
59.7%(2) |
|
14 |
TYPE OF REPORTING PERSON
OO |
|
| (1) | Resolute Compo Holdings is the record holder of 49,290,409 shares of Class A Common Stock. Tungsten is the managing member of Resolute
Compo Holdings, John Cote is the manager of Tungsten and Thomas Knott is a member of Resolute Compo Holdings. Tungsten, as managing member,
has the right to vote and dispose of the shares of Class A Common Stock reported herein, subject to certain consultation rights held by
Mr. Knott. Accordingly, Tungsten, Mr. John Cote and Mr. Knott may each be deemed to share beneficial ownership of the shares of Class
A Common Stock held of record by Resolute Compo Holdings. |
| (2) | Based upon 82,541,374 shares of Class A Common Stock that were outstanding as of September 17, 2024. |
CUSIP No. 20459V105 |
SCHEDULE 13D |
Page 4 of 11 |
1 |
NAME OF REPORTING PERSON
Thomas R. Knott |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐ |
3 |
SEC USE ONLY
|
|
4 |
SOURCE OF FUNDS
OO |
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
|
☐ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
8 |
SHARED VOTING POWER
49,290,409(1) |
9 |
SOLE DISPOSITIVE POWER
0 |
10 |
SHARED DISPOSITIVE POWER
49,290,409(1) |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
49,290,409(1) |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☒ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
59.7%(2) |
|
14 |
TYPE OF REPORTING PERSON
IN |
|
| (1) | Resolute Compo Holdings is the record holder of 49,290,409 shares of Class A Common Stock. Tungsten is the managing member of Resolute
Compo Holdings, Mr. John Cote is the manager of Tungsten and Mr. Knott is a member of Resolute Compo Holdings. Tungsten, as managing member,
has the right to vote and dispose of the shares of Class A Common Stock, subject to certain consultation rights held by Mr. Knott. Accordingly,
Tungsten, Mr. John Cote and Mr. Knott may each be deemed to share beneficial ownership of the shares of Class A Common Stock held of record
by Resolute Compo Holdings. |
| (2) | Based upon 82,541,374 shares of Class A Common Stock that were outstanding as of September 17, 2024. |
CUSIP No. 20459V105 |
SCHEDULE 13D |
Page 5 of 11 |
1 |
NAME OF REPORTING PERSON
John D. Cote |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐ |
3 |
SEC USE ONLY
|
|
4 |
SOURCE OF FUNDS
OO |
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
|
☐ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
7 |
SOLE VOTING POWER
1,500,000(1) |
8 |
SHARED VOTING POWER
49,290,409(2) |
9 |
SOLE DISPOSITIVE POWER
1,500,000(1) |
10 |
SHARED DISPOSITIVE POWER
49,290,409(2) |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,790,409(1)(2) |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☒ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
61.5%(3) |
|
14 |
TYPE OF REPORTING PERSON
IN |
|
| (1) | Ridge Valley LLC is the record holder of 1,500,000 shares of Class A Common Stock. Mr. John Cote serves as manager of Ridge Valley
LLC. |
| (2) | Resolute Compo Holdings is the record holder of 49,290,409 shares of Class A Common Stock. Tungsten is the managing member of Resolute
Compo Holdings, Mr. John Cote is the manager of Tungsten and Mr. Knott is a member of Resolute Compo Holdings. Tungsten, as managing member,
has the right to vote and dispose of the shares of Class A Common Stock, subject to certain consultation rights held by Mr. Knott. Accordingly,
Tungsten, Mr. John Cote and Mr. Knott may each be deemed to share beneficial ownership of the shares of Class A Common Stock held of record
by Resolute Compo Holdings. |
| (3) | Based upon 82,541,374 shares of Class A Common Stock that were outstanding as of September 17, 2024. |
CUSIP No. 20459V105 |
SCHEDULE 13D |
Page 6 of 11 |
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D relates to the
Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”) of CompoSecure, Inc., a Delaware corporation
(the “Issuer”), which has its principal executive offices at 309 Pierce Street, Somerset, NJ 08873.
ITEM 2. IDENTITY AND BACKGROUND.
| (a) | This Schedule 13D is filed by Resolute Compo Holdings LLC (“Resolute Compo Holdings”),
Tungsten 2024 LLC (“Tungsten”), John Cote and Thomas Knott (together with Resolute, Tungsten and John Cote, collectively,
the “Reporting Persons”). |
| (b) | The principal business office of the Reporting Persons is 445 Park Avenue, Suite 15F, New York, NY 10022. |
| (c) | The principal business of the Reporting Persons is the operation of an investment firm. Resolute Compo
Holdings is a member-managed limited liability company. Tungsten is the managing member of Resolute Compo Holdings, Mr. John Cote is the
manager of Tungsten and Mr. Knott is a member of Resolute Compo Holdings. |
| (d) | During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, none of the Reporting Persons was a party to a civil proceeding of a judicial
administrative body of competent jurisdiction or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | Each of Resolute Compo Holdings and Tungsten are organized in the State of
Delaware. Mr. John Cote and Mr. Knott are citizens of the United States. |
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Of the securities reported herein as beneficially
owned by the Reporting Persons, 49,290,409 shares of Class A Common Stock were acquired pursuant to the Stock Purchase Agreements, dated
as of August 7, 2024 (the “Purchase Agreements”), by and among Tungsten and the other persons party thereto (the “Selling
Shareholders”). The closing of the transactions contemplated by the Purchase Agreements (the “Closing”)
occurred on September 17, 2024 (the “Closing Date”). Prior to the Closing, Tungsten assigned all of its rights and
obligations under the Purchase Agreements to Resolute Compo Holdings in accordance with the terms of the Purchase Agreements.
Pursuant to the terms of the Purchase Agreements,
on the Closing Date, the Selling Shareholders (i) exchanged all of their Class B Units (“Class B Units”) of CompoSecure
Holdings, L.L.C. for shares of Class A Common Stock (with all of their shares of Class B Common Stock, par value $0.0001 per share, of
the Issuer being automatically cancelled for no consideration upon such exchange by operation of the Issuer’s certificate of incorporation)
and (ii) immediately thereafter sold to Resolute Compo Holdings, as Tungsten’s assignee, an aggregate of 49,290,409 shares of Class
A Common Stock for a purchase price of $7.55 per share of Class A Common Stock (net of each Selling Shareholder’s pro rata portion
of certain transaction expenses incurred by the Selling Shareholders) (collectively, the “Transaction”).
The source of funds required for the Transaction
consist of cash contributions to Tungsten from certain entities related to the family of David M. Cote.
Additionally, Ridge Valley LLC, of which Mr. John
Cote serves as manager, acquired an aggregate of 1,500,000 shares of Class A Common Stock in open-market purchases as more fully described
in Item 5(c) below using cash on hand.
CUSIP No. 20459V105 |
SCHEDULE 13D |
Page 7 of 11 |
The foregoing description of the Purchase
Agreements does not purport to be complete and is qualified in its entirety by the full text of the Purchase Agreements that are attached
hereto as Exhibits 1 through 6 and are incorporated by reference herein.
ITEM 4. PURPOSE OF TRANSACTION.
The information set forth or incorporated in Item
3 and Item 6 is hereby incorporated by reference in its entirety into this Item 4.
The Reporting Persons
acquired the shares of Class A Common Stock for investment purposes and they intend to review their investments in the Issuer on a continuing
basis. Any actions the Reporting Persons might undertake may be made at any time and from time to time without prior notice and will be
dependent upon the Reporting Persons’ review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuer’s
business, financial condition, operations and prospects; price levels of the Issuer’s securities; general market, industry and economic
conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments.
Subject to the agreements
described in Item 6 below, including the standstill and transfer restrictions described therein, the Reporting Persons at any time and
from time to time may acquire additional securities of the Issuer, or retain, convert and/or sell all or a portion of the securities then
held, in the open market or in privately negotiated transactions. In addition, the Reporting Persons, their affiliates or their designees
to the Issuer’s board of directors (the “Board”) may engage in discussions with management, the Board, and stockholders
of the Issuer and other relevant parties, encourage such persons to consider or explore, take a position regarding, make one or more proposals
regarding, or participate in extraordinary corporate transactions and other corporate and management structures, such as mergers, sales,
acquisitions or separations of assets or businesses; changes to the capitalization, dividend or governance policies of the Issuer; changes
in the present business strategy of the Issuer; changes to the Issuer’s Board, officers or other personnel; or other material changes
to the Issuer’s business or corporate structure.
Other than as described
in this Item 4, none of the Reporting Persons presently has any additional plans or proposals that relate to or that would result in any
of the transactions or other matters specified in clauses (a) through (j) of Item 4 of Schedule 13D, but depending on the factors
discussed herein, the Reporting Persons may change their purpose or formulate different plans or proposals with respect their investment
in the Issuer at any time.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) – (b). The following
information with respect to the ownership of the Class A Common Stock of the Issuer by the persons filing this statement on Schedule
13D is provided as of September 17, 2024:
Reporting Persons |
|
Shares
Held Directly |
|
|
Sole
Voting Power |
|
|
Shared
Voting
Power |
|
|
Sole
Dispositive
Power |
|
|
Shared
Dispositive
Power |
|
|
Beneficial
Ownership |
|
|
Percentage
of Class (3) |
|
Resolute Compo Holdings LLC (1) |
|
|
49,290,409 |
|
|
|
0 |
|
|
|
49,290,409 |
|
|
|
0 |
|
|
|
49,290,409 |
|
|
|
49,290,409 |
|
|
|
59.7 |
% |
Tungsten 2024 LLC (1) |
|
|
0 |
|
|
|
0 |
|
|
|
49,290,409 |
|
|
|
0 |
|
|
|
49,290,409 |
|
|
|
49,290,409 |
|
|
|
59.7 |
% |
Thomas Knott (1) |
|
|
0 |
|
|
|
0 |
|
|
|
49,290,409 |
|
|
|
0 |
|
|
|
49,290,409 |
|
|
|
49,290,409 |
|
|
|
59.7 |
% |
John Cote (1) |
|
|
0 |
|
|
|
1,500,000(2) |
|
|
|
49,290,409 |
|
|
|
1,500,000(2) |
|
|
|
49,290,409 |
|
|
|
50,790,409 |
|
|
|
61.5 |
% |
| (1) | Resolute Compo Holdings is the record holder of 49,290,409 shares of Class A Common Stock. Tungsten is the managing member of Resolute
Compo Holdings, Mr. John Cote is the manager of Tungsten and Mr. Knott is a member of Resolute Compo Holdings. Tungsten, as managing member,
has the right to vote and dispose of the shares of Class A Common Stock reported herein, subject to certain consultation rights held by
Mr. Knott. Accordingly, Tungsten, Mr. John Cote and Mr. Knott may each be deemed to share beneficial ownership of the shares of Class
A Common Stock held of record by Resolute Compo Holdings. |
| (2) | Shares held through Ridge Valley LLC, of which Mr. John Cote serves as manager. |
| (3) | Based upon 82,541,374 shares of Class A Common Stock that were outstanding as of September 17, 2024. |
CUSIP No. 20459V105 |
SCHEDULE 13D |
Page 8 of 11 |
The information provided pursuant to this Item 5 excludes
2,000,000 and 618,013 shares of Class A Common Stock held by Michele D. Logan and CompoSecure Employee, L.L.C., respectively, each of
which has agreed pursuant to the respective Purchase Agreement, attached hereto as Exhibit 2 and Exhibit 3, to vote its shares in favor
of Resolute Compo Holdings’ nominees for the Issuer’s board of directors. Each of the Reporting Persons disclaims beneficial
ownership of such shares.
(c) The following table sets forth all transactions
in shares of Class A Common Stock (other than the Transaction) effected by the Reporting Persons within the last 60 days. All such transactions
(other than the Transaction) were effected in the open market through brokers and the price per share excludes commissions. Where a price
range is provided in the column Price Range, the price reported in that row’s column Price Per Share is a weighted average price.
These shares of Class A Common Stock were purchased in multiple transactions at prices between the price ranges indicated in the column
Price Range. The Reporting Persons will undertake to provide to the staff of the SEC, upon request, full information regarding the number
of shares of Class A Common Stock sold at each separate price
Reporting Persons |
|
Trade Date |
|
|
Shares Purchased |
|
|
Price Per Share |
|
|
Price Range |
John Cote (1) |
|
|
August 9, 2024 |
|
|
|
127,156 |
|
|
|
$10.06 |
|
|
|
$9.64 – $10.40 |
John Cote (1) |
|
|
August 12, 2024 |
|
|
|
1,090,810 |
|
|
|
$10.91 |
|
|
|
$10.33 – $11.08 |
John Cote (1) |
|
|
August 13, 2024 |
|
|
|
282,034 |
|
|
|
$10.63 |
|
|
|
$10.40 – $11.05 |
| (1) | Shares held through Ridge Valley LLC, of which Mr. John Cote serves as manager. |
(d) None.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERTAKINGS
OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
The information set forth or incorporated
in Item 3, Item 4 and Item 5 is hereby incorporated by reference in its entirety into this Item 6.
Letter Agreement
On August 7, 2024, Tungsten, the Issuer and CompoSecure
Holdings, L.L.C. entered into a Letter Agreement (the “Letter Agreement”) to establish the terms of and ensure an orderly
transition of governance of the Issuer in connection with the Transaction. Pursuant to the terms of the Letter Agreement, among other
things, (i) the Issuer increased the size of the Board to eleven directors effective immediately prior to the Closing, (ii) Mitchell Hollin
and Michele Logan resigned as members of the Board and (iii) David Cote, Tom Knott, Joe DeAngelo, Mark James, Roger Fradin and John Cote,
each of whom were designated by the Stockholder (as defined below), were appointed to the Board effective as of the Closing, with:
| · | Mr. David Cote filling the vacancy created by Mr. Hollin’s resignation and holding office as a
Class III director and Chairman of the Board for a three-year term expiring at the Issuer’s annual meeting of stockholders to be
held in 2027; |
| · | Mr. Knott filling the vacancy created by Ms. Logan’s resignation and holding office as a Class
II director for the term expiring at the Issuer’s annual meeting of stockholders to be held in 2026; |
| · | Mr. DeAngelo filling one of the newly created directorships created by the expansion of the Board and
holding office as a Class II director for the term expiring at the Issuer’s annual meeting of stockholders to be held in 2026; |
| · | Mr. James filling one of the newly created directorships created by the expansion of the Board and holding
office as a Class II director for the term expiring at the Issuer’s annual meeting of stockholders to be held in 2026; |
| · | Mr. Fradin filling one of the newly created directorships created by the expansion of the Board and
holding office as a Class I director for the term expiring at the Issuer’s annual meeting of stockholders to be held in 2025; and
|
| · | Mr. John Cote filling one of the newly created directorships created by the expansion of the Board and
holding office as a Class I director for the term expiring at the Issuer’s annual meeting of stockholders to be held in 2025. |
CUSIP No. 20459V105 |
SCHEDULE 13D |
Page 9 of 11 |
Governance Agreement
On September 17, 2024, the Issuer, Tungsten
and Resolute Compo Holdings entered into the Governance Agreement (the “Governance Agreement”), which provides that,
among other things, the Issuer, on the one hand, and Tungsten, together with Resolute Compo Holdings and certain of its affiliates (collectively,
the “Stockholder”), on the other hand, will take all reasonable
actions within their respective control to (i) fix and maintain the number of directors that will constitute the whole Board at eleven
directors, (ii) maintain on the Board at all times no less than six directors who each qualify as an “independent director”
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Nasdaq listing rules (collectively,
the “Independent Directors”), as such individuals may be designated by the Nominating and Governance Committee of the
Board (the “Nominating and Governance Committee”), (iii) maintain on the Board at all times the then serving Chief
Executive Officer of the Issuer (the “Executive Director”), (iv) maintain at all times a Nominating and Governance
Committee that is comprised of a majority of Independent Directors, (v) maintain on the Board, for so long as the Stockholder owns
or holds (whether beneficially, of record or otherwise) at least 35% of the outstanding shares of Class A Common Stock, no less than six
designees of the Stockholder (collectively, the “Stockholder Directors”), of which two shall qualify as Independent
Directors and be subject to approval of the Nominating and Governance Committee, which approval shall not be unreasonably withheld (collectively,
the “Stockholder-Designated Independent Directors”), and (vi) cause to be elected or appointed to the Board each such
designated Independent Director (including the Stockholder-Designated Independent Directors, as applicable), each other Stockholder Director
(as applicable) and the Executive Director.
In
addition, the Governance Agreement provides for a twelve month lock-up period, during which time the Stockholder and its affiliates may
not, subject to the terms of the Governance Agreement, sell, dispose of or otherwise Transfer any Voting Shares (each as defined in the
Governance Agreement), except for certain Permitted Transfers (as defined in the Governance Agreement). Additionally, the Governance Agreement
provides for a twelve month standstill period, during which time the Stockholder and its affiliates and associates may not, among other
matters and subject to the terms of the Governance Agreement, acquire or propose to acquire or participate in a “group” (within
the meaning of Section 13(d)(3) of the Exchange Act) to acquire additional securities of the Issuer if such acquisition or participation
in a group would result in the Stockholder owning securities of the Issuer representing more than that percentage of issued and outstanding
shares of Class A Common Stock owned by the Stockholder as of the Closing Date. The Governance Agreement will further prohibit, for a
period of twenty-four months following the Closing Date and subject to the terms contained therein, (i) the Issuer and the Stockholder
from entering into any transaction that is a Rule 13e-3 transaction under the Exchange Act, and (ii) the Stockholder or its affiliates
from effecting any short-form merger with the Issuer pursuant to Section 253 of the General Corporation Law of the State of Delaware.
The Governance Agreement also provides that, unless and until the Governance Agreement is terminated, none of the Issuer, the Board or
the Stockholder will approve a voluntary delisting of the shares of Class A Common Stock from the NASDAQ stock exchange or voluntary deregistration
of shares of Class A Common Stock under the Exchange Act, in either case, without the prior approval of a majority of the Independent
Directors.
The Governance Agreement will terminate upon
the earliest to occur of (i) such time as the Stockholder, or any of its successors or assigns, ceases to own or control at least 15%
of the issued and outstanding shares of Class A Common Stock, (ii) the consummation of a Change in Control Transaction (as defined in
the Governance Agreement) or (iii) the date on which the Independent Directors unanimously determine to terminate the Governance Agreement.
The foregoing descriptions of the Letter Agreement
and the Governance Agreement do not purport to be complete and is qualified in its entirety by the full text of the Letter Agreement
and the Governance Agreement that are attached hereto as Exhibits 7 and 8, respectively, and are incorporated by reference herein.
CUSIP No. 20459V105 |
SCHEDULE 13D |
Page 10 of 11 |
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit No. |
|
Description |
1 |
|
Stock Purchase Agreement, dated August 7, 2024, by and among Tungsten 2024 LLC, LLR Equity Partners IV, L.P. and LLR Equity Partners Parallel IV, L.P. |
2 |
|
Stock Purchase Agreement, dated August 7, 2024, by and among Tungsten 2024 LLC, Ephesians 3:16 Holdings LLC, Michele D. Logan and Carol D. Herslow Credit Shelter Trust B. |
3 |
|
Stock Purchase Agreement, dated August 7, 2024, by and between Tungsten 2024 LLC and CompoSecure Employee, LLC. |
4 |
|
Stock Purchase Agreement, dated August 7, 2024, by and between Tungsten 2024 LLC and Luis DaSilva. |
5 |
|
Stock Purchase Agreement, dated August 7, 2024, by and between Tungsten 2024 LLC and B. Graeme Frazier, IV. |
6 |
|
Stock Purchase Agreement, dated August 7, 2024, by and between Tungsten 2024 LLC and Joseph Morris. |
7 |
|
Letter Agreement, dated August 7, 2024, by and among CompoSecure, Inc., CompoSecure Holdings, L.L.C. and Tungsten 2024 LLC (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on August 9, 2024). |
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Governance Agreement, dated September 17, 2024, by and among CompoSecure, Inc., Resolute Compo Holdings LLC and Tungsten 2024 LLC (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on September 17, 2024). |
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Joint Filing Agreement, dated as of September 19,
2024, by and among the Reporting Persons. |
CUSIP No. 20459V105 |
SCHEDULE 13D |
Page 11 of 11 |
SIGNATURE
After reasonable inquiry and
to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: September 19, 2024
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RESOLUTE COMPO HOLDINGS LLC |
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By: |
Tungsten 2024 LLC, its managing member |
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By: |
/s/ John D. Cote |
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Name: |
John D. Cote |
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Title: |
Manager |
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TUNGSTEN 2024 LLC |
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By: |
/s/ John D. Cote |
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Name: |
John D. Cote |
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Title: |
Manager |
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THOMAS R. KNOTT |
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/s/ Thomas R. Knott |
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Thomas R. Knott |
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JOHN D. COTE |
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/s/ John D. Cote |
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John D. Cote |
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EXHIBIT 1
STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT,
dated as of August 7, 2024 (this “Agreement”), by and among the Persons (as defined below) set forth on Schedule I
attached hereto (each, a “Seller” and, collectively, “Sellers”) and Tungsten 2024 LLC, a Delaware
limited liability company (“Buyer”).
RECITALS
WHEREAS, Sellers are (a)
the beneficial and record owners of (i) the number of shares of Class A Common Stock, par value $0.0001 per share (“Class A Shares”),
of CompoSecure, Inc., a Delaware corporation (the “Company”), (ii) the number of shares of Class B Common Stock, par
value $0.0001 per share (“Class B Shares”), of the Company, and (iii) the number of Class B Units (“Class
B Units”) of CompoSecure Holdings L.L.C., a Delaware limited liability company (“Holdings”), in each case,
as set forth opposite such Seller’s name on Schedule I attached hereto (such equity interests under clauses (a) through (c)
above, collectively, the “Pre-Exchange Equity Interests”) and (b) are TRA Parties under the Tax Receivable Agreement
(the Seller’s rights under the Tax Receivable Agreement, dated as of December 27, 2021 (the “Tax Receivable Agreement”),
by and among the Company, Holdings and the other parties thereto, the “TRA Rights”);
WHEREAS, upon the terms and
subject to the conditions set forth in this Agreement and the Exchange Agreement, dated as of December 27, 2021 (the “Exchange
Agreement”), by and among the Company, Holdings and such holders of Class B Units from time to time party thereto, and the Second
Amended and Restated Certificate of Incorporation of the Company, dated as of December 27, 2021 (the “Company Charter”),
each Seller desires to exchange all the Class B Units set forth opposite such Seller’s name on Schedule I attached hereto for Class
A Shares, whereupon all of such Seller’s Class B Shares shall be cancelled for no consideration, without any action on the part
of any Person (collectively, the “Exchange”);
WHEREAS, after giving effect
to the Exchange, each Seller shall be the beneficial and record owners of the number of Class A Shares set forth opposite such Seller’s
name on Schedule I attached hereto (the “Post-Exchange Class A Shares”);
WHEREAS, Sellers desire to
sell, and Buyer desires to purchase, the number of Class A Shares set forth on Schedule II attached hereto (the “Purchased Shares”),
subject to the terms and conditions set forth herein;
WHEREAS, concurrently with
the execution and delivery of this Agreement and as a condition to Buyer’s willingness to enter into this Agreement, certain other
Persons (collectively, the “Other Sellers”) are entering into stock purchase agreements with Buyer (the “Other
Stock Purchase Agreements”), pursuant to which (a) the Other Sellers have agreed to exchange all the Class B Units set forth
opposite such Other Sellers’ names on the Schedule I attached to the applicable Other Stock Purchase Agreement and (b) the Other
Sellers have agreed to sell and Buyer has agreed to purchase the Other Sellers’ respective Purchased Shares (as defined in the applicable
Other Stock Purchase Agreement), subject to the terms and conditions set forth in the Other Stock Purchase Agreement to which the applicable
Other Sellers are party; and
WHEREAS, the Sellers, together
with the Other Sellers, are the holders of all of the currently outstanding Class B Units.
NOW, THEREFORE, for and in
consideration of the mutual promises set forth herein and other valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and upon the terms and subject to the conditions hereof, the parties hereto agree as follows:
SECTION 1.
PURCHASE AND SALE
1.1
Purchase Price; Payment.
(a)
Subject to the terms and conditions contained herein, each Seller hereby agrees to sell, transfer and assign to Buyer (or an Affiliate
of Buyer as designated by Buyer), and Buyer hereby agrees to purchase, acquire and accept from such Seller the Purchased Shares to be
sold by such Seller hereunder for a purchase price of $7.55 per Purchased Share held by such Seller, the “Purchase Price”),
in each case, net of such Seller’s pro rata portion of the expenses described on Schedule IV (the “Selling Expenses”)
and paid in cash in immediately available funds to the account(s) hereafter designated by each such Seller. Contemporaneously with the
delivery of each Seller’s respective portion of the Purchase Price, each Seller will cause to be delivered to Buyer (or its designee)
the Purchased Shares to be sold hereunder by such Seller (or evidence of book-entry delivery), free and clear of all security interests,
claims, liens and encumbrances of any nature, including any rights of third parties in or to such interests (other than restrictions on
transfer under applicable federal and state securities Laws). When used in this Agreement, “Affiliate” means, with
respect to any Person, any other Person that directly or indirectly controls, is controlled by or is under common control with such Person.
For purposes of the immediately preceding sentence, the term “control” (including, with correlative meanings, the terms “controlling,”
“controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly
or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership
of voting securities, by Contract or otherwise; provided that, for purposes of this Agreement, in no event shall the Company, Holdings
or any of their respective subsidiaries be deemed an Affiliate of any Seller hereunder. “Person” means any natural
person, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, foundation, unincorporated
organization or government or other agency or political subdivision thereof, or any other entity or group comprised of two or more of
the foregoing.
(b)
The closing of the purchase and sale of the Purchased Shares (the “Closing”) will be held at the offices of
Paul, Weiss, Rifkind, Wharton & Garrison LLP, 1285 Avenue of the Americas, New York, NY 10019 or remotely by exchange of documents
and signatures (or their electronic counterparts) as soon as practicable, but not more than two (2) Business Days (as defined below) after
satisfaction (or waiver, if permissible pursuant to applicable Law (as defined below)) of
the conditions set forth in Section 3 (other than conditions that by their nature are to be satisfied and are in fact satisfied at the
Closing), or at such other date,
time or place as the parties hereto may mutually
agree. The date and time at which the Closing occurs is referred to as the “Closing Date”. When used in this Agreement,
“Business Day” means any day other than (i) a Saturday or a Sunday, (ii) a day on which banking institutions in New
York City or the Secretary of State of the State of Delaware is authorized or obligated by Law to be closed or (iii) any day on which
the SEC’s Electronic Data Gathering and Retrieval system is not open to accept filings.
(c)
If, between the date of this Agreement and the Closing Date, any change in the Class A Shares, Class B Shares or Class B Units
shall occur by reason of any reclassification, recapitalization, stock split or combination, special dividend (including stock dividends)
or distribution (other than tax distributions on the Class B Units in the ordinary course of business consistent with the Company’s
past practices and in accordance with the schedule attached hereto as Schedule III), exchange (other than the Exchange) or readjustment
of shares, or a record date for any of the foregoing is established, the number and type of shares deliverable hereunder by Sellers shall
be appropriately adjusted.
(d)
Buyer shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any Seller
such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of applicable tax
Law (it being agreed that, absent a change in applicable Law, no withholding will be required if such Seller delivers to Buyer prior to
the Closing an IRS Form W-9 properly completed and duly executed by such Seller establishing a complete exemption from U.S. federal withholding
tax, including backup withholding). Each Seller that cannot establish a complete exemption from U.S. federal withholding tax (including
backup withholding) shall be required to notify Buyer of such fact at least five (5) Business Days (as defined below) prior to the Closing.
To the extent that amounts are so withheld by Buyer (and, in the case of any withholding taxes, remitted to the applicable Governmental
Entity (as defined below)), such withheld amounts shall be treated for all purposes of this Agreement as having been paid to such Seller.
1.2
Representations and Warranties of Sellers. Sellers represent and warrant to Buyer as of the date of this Agreement and the
Closing Date that:
(a)
with respect to each Seller that is an entity, such Seller is duly organized, validly existing and in good standing (as applicable)
under the Laws of the jurisdiction that governs it, and has the full entity power and authority to carry on its business as now conducted
and to own its assets;
(b)
each Seller has (i) with respect to each Seller that is an entity, full entity power and authority and (ii) with respect each Seller
that is a natural person, full power and capacity to enter into this Agreement and to consummate the transactions contemplated hereby,
including to effectuate the Exchange and to sell, transfer and assign to Buyer all right, title and interest in and to the Purchased Shares
to be sold by such Seller hereunder and to enter into the TRA Amendment described in Section 3.2(g);
(c)
(i) as of the date of this Agreement, (A) Schedule I attached hereto sets forth all equity interests in the Company or Holdings
beneficially owned by Sellers and (B) each Seller has good and valid title to, and is the sole record owner of, the Pre-Exchange
Equity Interests set forth opposite such Seller’s name on Schedule I attached hereto and is a TRA Party, and (ii) as of the Closing
Date, (A) the Post-Exchange Class A Shares (including the Purchased Shares) will constitute all equity interests in the Company or
Holdings beneficially owned by Sellers and (B) each Seller will have good and valid title to, and will be the sole record owner of, the
Post-Exchange Class A Shares (including the Purchased Shares to be sold hereunder by such Seller), in each case of clause (i) and (ii)
above, free and clear of all security interests, claims, liens and encumbrances of any nature, including any rights of third parties in
or to such interests (other than restrictions on transfer under applicable federal and state securities Laws);
(d)
this Agreement has been duly and validly executed and delivered by each Seller and, assuming the due execution and delivery thereof
by Buyer, is, and will be, a valid and binding obligation of such Seller, enforceable against such Seller in accordance with the terms
hereof, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting
the rights of creditors generally and by general principles of equity;
(e)
the execution and delivery of this Agreement by Sellers, the performance by Sellers of their obligations hereunder and the consummation
of the transactions contemplated hereby, will not:
(i)
with respect to each Seller that is an entity, conflict with or violate the organizational or trust documents of such Seller;
(ii)
require any consent, approval, order or authorization of or other action by any United States or foreign federal, state, commonwealth
or other governmental, regulatory or administrative, department, board, bureau, authority, agency, division, instrumentality or commission
or any court of any of the same, in each case, which has jurisdiction over any of the Sellers or any of their respective Affiliates (each
a “Governmental Entity”), or any registration, qualification, declaration or filing (other than those that have been
obtained or made and (A) any filings required to be made with the U.S. Securities and Exchange Commission (the “SEC”)
under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended
(the “Exchange Act”); and (B) the compliance with and filings and/or notices under the Hart-Scott-Rodino Antitrust
Improvement Act of 1976, as amended (the “HSR Act”)) with or without notice to any Governmental Entity, in each case
on the part of or with respect to such Seller, the absence or omission of which would, either individually or in the aggregate, be materially
adverse to, or materially delay, the Sellers’ ability to perform their obligations under this Agreement or consummate the transactions
contemplated hereby; provided, however, that no representation or warranty is made with respect to any of the foregoing
which such Seller may be required to obtain, give or make as a result of the specific legal or regulatory status of Buyer or any of its
Affiliates or as a result of any other facts that specifically relate to Buyer or any of its Affiliates;
(iii)
require, on the part of such Seller, any consent by or approval of or notice to any other person or entity (other than a Governmental
Entity), the absence or omission of which would, either individually or in the aggregate be materially adverse to, or materially delay,
the Sellers’ ability to perform their obligations under this Agreement or consummate the transactions contemplated hereby; or
(iv)
result (with or without notice, lapse of time or otherwise) in a breach of the terms or conditions of, a default under, a conflict
with, or the acceleration of (or the creation in any Person of any right to cause the acceleration of) any performance by such Seller
or any increase in any payment required by such Seller, or the termination, suspension, modification, impairment or forfeiture (or the
creation in any Person of any right to cause the termination, suspension, modification, impairment or forfeiture) of any material rights
or privileges of such Seller (any such breach, default, conflict, acceleration, increase, termination, suspension, modification, impairment
or forfeiture, a “Violation”) under (x) any agreement, contract or arrangement, written or oral (collectively, “Contract”),
or any judgment, writ, order or decree (collectively, “Judgment”) to which such Seller is a party or by or to which
such Seller or its properties, assets or any of such Seller’s Pre-Exchange Equity Interests (or, after giving effect to the Exchange,
the Post-Exchange Class A Shares (including the Purchased Shares)) may be subject, bound or affected or (y) any applicable federal,
state, local, municipal, foreign or other law, statute, constitution, principle of common law, ordinance, code, rule, regulation, ruling
or other legal requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of
any Governmental Entity (collectively, “Law”), assuming all required notifications and filings are made under
the HSR Act and any waiting period (and any extension thereof) under the HSR Act shall have expired or been terminated, in each case of
clause (x) and (y), other than any such Violations as would not, either individually or in the aggregate, have a material adverse effect
on such Seller’s ability to consummate the transactions contemplated hereby;
(f)
as of the date hereof, there is no action, suit, investigation or proceeding, governmental, regulatory or otherwise (“Proceeding”),
pending or, to the knowledge of each Seller, threatened, against such Seller relating to such Seller’s Pre-Exchange Equity Interests
or the transactions contemplated by this Agreement;
(g)
each
Seller (i) is selling the Purchased Shares solely for its own account for investment purposes and not with a view to, or for offer or
sale in connection with, any distribution thereof, (ii) has such knowledge, sophistication and experience in financial and business matters
that such Seller is capable of evaluating the merits and risks of entering into this Agreement and consummating the transactions contemplated
hereby, (iii) has relied solely on its own independent investigation in valuing such Seller’s Purchased Shares and determining
to proceed with the transactions contemplated by this Agreement, (iv) has not relied on any assertions made by Buyer, any of its Affiliates,
or any Person representing or acting on behalf of Buyer regarding the Company or Holdings, such Seller’s Pre-Exchange Equity Interests,
Post-Exchange Class A Shares (including the Purchased Shares), rights under the Tax Receivable Agreement or the valuation thereof, (v)
has or had access to all information that it believes to be necessary,
sufficient or appropriate in connection with
the transactions contemplated by this Agreement, (vi) has previously undertaken such independent investigation of the Company and Holdings
as in its judgment is appropriate to make an informed decision with respect to the transactions contemplated by this Agreement, (vii)
has made its own decision to consummate the transactions contemplated by this Agreement based on its own independent review and consultations
with such investment, legal, tax, accounting and other advisers as it has deemed necessary and without reliance on any express or implied
representation or warranty of Buyer and (ix) (A) acknowledges that the Buyer and/or its Affiliates may have, and may later come in possession
of, information with respect to the business, operations, assets, liabilities, financial condition or prospects of the Company, Holdings
and their respective subsidiaries that is not known to such Seller and that may be material to a decision to sell the Purchased Shares
(the “Buyer Excluded Information”), (B) has determined to sell the Purchased Shares notwithstanding its lack of knowledge
of the Buyer Excluded Information, and (C) agrees that the Buyer shall have no liability to such Seller, and such Seller waives and releases
any claims that it might have against the Buyer, with respect to the non-disclosure of any Buyer Excluded Information in connection with
the sale of the Purchased Shares and the transactions contemplated by this Agreement;
(h)
other
than with respect to the Selling Expenses, each Seller is not bound by or subject to any Contract with any person that will result in
Buyer being obligated to pay any finder’s fees, brokerage or agent’s commissions or other like payments in connection with
the negotiations leading to this Agreement or the consummation of the transactions contemplated hereby; and
(i)
each
Seller is a United States person (within the meaning of Section 7701(a)(30) of the Code) eligible to deliver an IRS Form W-9 establishing
a complete exemption from U.S. federal withholding tax.
1.3
Representations of Buyer. Buyer represents and warrants to each Seller that as of the date of this Agreement and the Closing
Date that:
(a)
it is duly organized, validly existing and in good standing under the Laws of the jurisdiction that governs it, and has the full
entity power and authority to carry on its business as now conducted and to own its assets;
(b)
this Agreement has been duly and validly executed and delivered by it, and, assuming the due execution and delivery thereof by
each other party hereto, is, and will be, a valid and binding obligation of it, enforceable against it in accordance with the terms hereof,
except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting the
rights of creditors generally and by general principles of equity;
(c)
it has full limited liability company power and authority to enter into this Agreement and to consummate the transactions contemplated
hereby, including to purchase, acquire and accept from Sellers all right, title and interest in and to the Purchased Shares;
(d)
the execution and delivery of this Agreement by it, the performance by it of its obligations hereunder and the consummation of
the transactions contemplated hereby, will not:
(i)
conflict with or violate its organizational documents;
(ii)
require any consent, approval, order or authorization of or other action by any Governmental Entity or any registration, qualification,
declaration or filing (other than those that have been obtained or made and (A) any filings required to be made with the SEC under the
Securities Act or the Exchange Act and (B) the compliance with and filings and/or notices under the HSR Act) with or without notice to
any Governmental Entity, in each case on the part of or with respect to it, the absence or omission of which would, either individually
or in the aggregate, be materially adverse to, or materially delay, Buyer’s ability to perform its obligations under this Agreement
or consummate the transactions contemplated hereby; provided, however, that no representation or warranty is made with respect
to any of the foregoing which Buyer may be required to obtain, give or make as a result of the specific legal or regulatory status of
any Seller or any of its Affiliates or as a result of any other facts that specifically relate to any Seller or any of its Affiliates;
(iii)
require, on the part of it, any consent by or approval of or notice to any other person or entity (other than a Governmental Entity),
the absence or omission of which would, either individually or in the aggregate, be materially adverse to, or materially delay, Buyer’s
ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby; or
(iv)
result (with or without notice, lapse of time or otherwise) in a breach of the terms or conditions of, a default under, a conflict
with, or the acceleration of (or the creation in any Person of any right to cause the acceleration of) any performance of any obligation
by it or any increase in any payment required by it, or the termination, suspension, modification, impairment or forfeiture (or the creation
in any Person of any right to cause the termination, suspension, modification, impairment or forfeiture) of any material rights or privileges
of it under (x) any Contract or any Judgment to which it is a party or by or to which it, its properties or its assets may be subject,
bound or affected or (y) any applicable Law, assuming all required notifications and filings are made under the HSR Act and any waiting
period (and any extension thereof) under the HSR Act and the rules and regulations promulgated thereunder applicable to the transactions
contemplated hereby shall have expired or been terminated, in each case of clause (x) and (y), other than any such Violations as would
not, either individually or in the aggregate, be materially adverse to, or materially delay, Buyer’s ability to perform its obligations
under this Agreement or consummate the transactions contemplated hereby;
(e)
as of the date hereof, there is no Proceeding pending or, to its knowledge, threatened, against it relating to the transactions
contemplated by this Agreement;
(f)
it has as of the date hereof, and it will have at all times through the Closing, access to sufficient unrestricted assets (and
will have at the Closing, access to sufficient
unrestricted funds) to consummate the purchase
of the Purchased Shares hereunder and the transactions contemplated by the Other Stock Purchase Agreements (it being agreed that, without
limiting the foregoing, in no event shall the receipt or availability of any funds or financing by Buyer or any of its Affiliates be a
condition to any of the obligations of Buyer hereunder);
(g)
it (i) is acquiring the Purchased Shares solely for its own account for investment purposes and not with a view to, or for offer
or sale in connection with, any distribution thereof, (ii) is an “accredited investor” as defined under Section 501 of the
Securities Act, (ii) has such knowledge, sophistication and experience in financial and business matters that it is capable of evaluating
the merits and risks of entering into this Agreement and consummating the transactions contemplated hereby, (iii) (x) is relying on its
own due diligence and review of the business, operations, assets, liabilities, financial condition and prospects of the Company, Holdings
and their respective subsidiaries and value of the Purchased Shares, (y) has not relied on any assertions made by Sellers, any of their
Affiliates, or any Person representing or acting on behalf of Sellers with respect to the foregoing, and (z) acknowledges that none of
Sellers makes any representation or warranty of any kind except as expressly set forth in Section 1.2, and Sellers specifically make no
representation or warranty of any kind regarding the business, operations, assets, liabilities, financial condition or prospects of the
Company, Holdings and their respective subsidiaries or the value of the Purchased Shares, (iv) has previously undertaken such independent
investigation of the Company and Holdings as in its judgment is appropriate to make an informed decision with respect to the transactions
contemplated by this Agreement, (vii) has made its own decision to consummate the transactions contemplated by this Agreement based on
its own independent review and consultations with such investment, legal, tax, accounting and other advisers as it has deemed necessary,
and (viii) acknowledges that (x) the sale of the Purchased Shares by the Sellers was privately negotiated in an independent transaction,
(y) the Purchased Shares are being sold by the Sellers in reliance on a private placement exemption from registration under the Securities
Act, and (z) the Purchased Shares will bear customary restricted legends limiting their transfer in compliance with the Securities Act;
(h)
it (i) has or had access to all information that it believes to be necessary, sufficient or appropriate in connection with the
transactions contemplated by this Agreement, (ii) acknowledges that the Sellers and/or their Affiliates may have, and may later come in
possession of, information with respect to the business, operations, assets, liabilities, financial condition or prospects of the Company,
Holdings and their respective subsidiaries that is not known to Buyer and that may be material to a decision to acquire the Purchased
Shares (the “Seller Excluded Information”), (iii) has determined to acquire the Purchased Shares notwithstanding its
lack of knowledge of the Seller Excluded Information, and (iv) agrees that the Sellers shall have no liability to Buyer, and Buyer waives
and releases any claims that it might have against the Sellers, with respect to the non-disclosure of any Seller Excluded Information
in connection with the sale of the Purchased Shares and the transactions contemplated by this Agreement;
(i)
it is not bound by or subject to any Contract with any person which will result in any Seller being obligated to pay any finder’s
fees, brokerage or agent’s commissions
or other like payments in connection with the
negotiations leading to this Agreement or the consummation of the transactions contemplated hereby; and
(j)
neither it, nor any of its Affiliates, owns any interest in any Person that (a) derives a portion of its revenues from products
or (b) is developing products, services, technologies, intellectual property or other know-how in the same markets in which the Company,
Holdings and their respective subsidiaries operate that (i) would reasonably be expected to impose any material delay in the obtaining
of, or material risk of not obtaining, any consent, authorization, order or approval of any Governmental Entity of competent jurisdiction
necessary to consummate the transactions contemplated by this Agreement or the expiration or termination of any applicable waiting period
under the HSR Act, (ii) materially increase the risk of any Governmental Entity of competent jurisdiction entering an order prohibiting
the consummation of the transactions contemplated by this Agreement, or (iii) prevent the consummation of the transactions contemplated
by this Agreement.
SECTION 2.
DELIVERIES AT CLOSING
2.1
Sellers’ Deliveries. At the Closing, each Seller shall deliver or cause to be delivered to Buyer (or its designee(s))
the following:
(a)
one or more certificates representing the Purchased Shares to be sold by such Seller hereunder, accompanied by duly executed instruments
of transfer in the name of Buyer (or its designee(s)) as transferee or duly endorsed in blank, together with stock transfer tax stamps
attached (if applicable) and/or written confirmation, or other evidence reasonably satisfactory to Buyer that such Purchased Shares have
been deposited by book entry transfer to an account of Buyer (or its designee(s)), which account shall have been identified to Sellers
in writing by Buyer three (3) Business Days prior to the Closing Date, maintained with a bank, brokerage firm or other financial institution
or with the Company’s transfer agent;
(b)
an IRS Form W-9 properly completed and duly executed by each Seller;
(c)
If the Seller is a Transferee (as defined below) that was not party to any Exchange, evidence reasonably satisfactory to Buyer
that, at the time of such Exchange, the Transferor delivered to the Company a properly completed and duly executed IRS Form W-9 establishing
a complete exemption from U.S. federal withholding tax, including backup withholding (or otherwise made the Company whole for any withholding
required in connection with such Exchange); and
(d)
one or more certificates, executed by such Seller or one or more duly authorized representatives thereof, as the case may be, as
to the matters referred to in Sections 3.2(a) and 3.2(b).
2.2
Buyer Deliveries. At the Closing, Buyer shall deliver or cause to be delivered to Sellers (or their designees) the following:
(a)
the aggregate respective portion of the Purchase Price in cash, subject to Section 1.1(d) of this Agreement, to an account designated
for each Seller by wire transfer of immediately available funds. At least three (3) Business Days prior to the Closing Date, each Seller
shall provide Buyer with written notice of wire transfer instructions for delivery of such Seller’s portion of the Purchase Price;
and
(b)
a certificate, executed by a duly authorized officer of Buyer, as to the matters referred to in Sections 3.3(a) and 3.3(b).
SECTION 3.
CONDITIONS TO CLOSING
3.1
Conditions to Each Party’s Obligations. The respective obligations of Buyer and each Seller to consummate the transactions
contemplated by this Agreement are subject to the satisfaction (or waiver, if permissible pursuant to applicable Law) of the following
conditions:
(a)
No Legal Restraints. No judgment, decree, injunction or order, preliminary, temporary or permanent, and no binding order
or determination by any Governmental Entity of competent jurisdiction will be in effect, and no Law shall be enacted, enforced or deemed
applicable by a Governmental Entity of competent jurisdiction, which makes illegal, prohibits or would prevent the consummation of the
transactions contemplated by this Agreement.
(b)
HSR Clearance. Any waiting period (and any extension thereof) under the HSR Act and the rules and regulations promulgated
thereunder applicable to the transactions contemplated hereby, shall have expired or been terminated.
3.2
Conditions to Buyer’s Obligations. The obligation of Buyer to consummate the purchase of the Purchased Shares contemplated
by this Agreement is subject to the satisfaction of the following conditions, any of which may be waived (if permissible pursuant to applicable
Law) in writing by Buyer:
(a)
Representations and Warranties. The representations and warranties of Sellers: (i) set forth in Section 1.2(c) shall be
true and correct in all respects (except for any inaccuracies that individually or in the aggregate are de minimis) as of the date
of this Agreement and the Closing Date as though made as of such date (except to the extent that any such representation and warranty
expressly speaks as of an earlier date, in which case such representation and warranty shall be so true and correct only as of such earlier
date); and (ii) set forth in Section 1.2 (other than Section 1.2(c)) shall be true and correct in all material respects as of the
date of this Agreement and as of the Closing Date as though made as of such date (disregarding all “materiality” and similar
qualifications contained in such representations and warranties, and except to the extent that any such representation and warranty expressly
speaks as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects only as
of such earlier date).
(b)
Performance. Each Seller shall have performed in all material respects all its obligations hereunder to be performed by
such Seller at or prior to the Closing Date.
(c)
Deliveries. Sellers’ deliveries, set forth in Section 2.1, shall have been delivered.
(d)
No Takeover Defenses Implemented; Operations in the Ordinary Course. Between the date of this Agreement and the Closing,
the Company or the board of directors of the Company (the “Board”) shall not have adopted, approved or implemented,
or taken any action to adopt, approve or implement, any shareholder rights plan (as such term is commonly understood in connection with
corporate transactions), any “moratorium,” “control share,” “fair price,” “takeover” or
“interested stockholder” provision or any other similar plan, agreement or provision that would cause Buyer to incur or suffer
a material economic detriment as a result of Buyer’s inability to continue to hold or acquire additional Class A Shares following
the Closing or that would have an adverse effect on the ability of the Buyer Designees (as defined below) to continue to serve on the
Board. Between the date of this Agreement and the Closing, the Company shall have complied with the covenants set forth in the second
sentence of Section 5 of that certain letter agreement between the Company and Buyer dated as of the date hereof (the “Letter
Agreement”).
(e)
Board Matters. Subject to and effective upon the Closing, each of David Cote, Tom Knott and four other individuals designated
by Buyer (such six individuals, or any substitutes therefor designated by Buyer, collectively, the “Buyer Designees”)
shall be appointed as members of the Board, the size of the Board shall be eleven, and the Buyer Designees shall constitute a majority
of the Board.
(f)
Majority Shares to be Acquired. Subject to and immediately following the Closing, and taking into account the consummation
of the transactions under the Other Stock Purchase Agreements to occur contemporaneously with the Closing, Buyer shall hold a majority
of the Class A Shares and no Class B Units shall remain outstanding.
(g)
TRA; TRA Amendment. No Change of Control (as defined in the Tax Receivable Agreement) shall have occurred pursuant to the
Tax Receivable Agreement as of the Closing Date, and the amendment to the Tax Receivable Agreement, by and among the Company and the other
parties thereto (the “TRA Amendment”), delivered to Buyer prior to the date hereof shall become effective upon the
Closing.
(h)
Termination of Stockholders Agreement. The termination of the Stockholders Agreement, dated as of December 27, 2021 (the
“Stockholders Agreement”), by and among the Company and the other parties thereto, delivered to Buyer prior to the
date hereof shall become effective upon the Closing.
(i)
Company Non-Contravention. The representations and warranties of the Company set forth in Section 11(c)(ii) of the Letter
Agreement shall be true and correct in all material respects as of the Closing Date as though made as of such date.
3.3
Conditions of Sellers’ Obligations. The obligation of each Seller to consummate the transactions contemplated by this
Agreement is subject to the satisfaction of the
following conditions, any of which may be waived
(if permissible pursuant to applicable Law) in writing by such Seller:
(a)
Representations and Warranties. The representations and warranties of Buyer set forth in Section 1.3 shall be true and correct
in all material respects as of the date of this Agreement and as of the Closing Date as though made as of such date (disregarding all
“materiality” and similar qualifications contained in such representations and warranties, and except to the extent that any
such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true
and correct in all material respects only as of such earlier date).
(b)
Performance. Buyer shall have performed in all material respects all of its obligations hereunder to be performed by it
at or prior to the Closing Date.
(c)
Deliveries. The Buyer’s deliveries, set forth in Section 2.2, shall have been delivered to Sellers (or their designees).
3.4
Frustration of Conditions. Neither Buyer, on the one hand, nor the Sellers, on the other hand, may rely on the failure of
any condition set forth in Section 3.1, Section 3.2 or Section 3.3, as the case may be, to be satisfied (or to be able to be satisfied)
to excuse it from its obligation to effect the transactions contemplated hereby if such failure (or inability to be satisfied) was caused
by such party’s breach or other failure to comply with or perform its obligations or enforce it rights under this Agreement or,
in the case of Buyer, under the Other Stock Purchase Agreements.
SECTION 4.
COVENANTS
4.1
Regulatory
Efforts. Each party hereto shall, as promptly as possible, use its reasonable best efforts to obtain, or cause to be obtained, all
consents, authorizations, orders and approvals from all Governmental Entities that may be or become necessary for the performance of
its obligations pursuant to this Agreement. Each party hereto shall cooperate fully with the other parties hereto and their respective
Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. Buyer agrees to make an appropriate
notification pursuant to the HSR Act with respect to the transactions contemplated by this Agreement and the Other Stock Purchase Agreements
as promptly as practicable after the date hereof, and in any event not later than the date that is five (5) Business Days after the date
of this Agreement, and to supply as promptly as practicable to the appropriate Governmental Entity any additional information and documentary
material that may be requested pursuant to the HSR Act. Without limiting the generality of the foregoing, each of the parties hereto
shall use reasonable best efforts to (a) respond to any inquiries by any Governmental Entity regarding antitrust or other matters
with respect to the transactions contemplated by this Agreement; and (b) avoid the imposition of any order or the taking of any action
that would restrain, alter or enjoin the transactions contemplated by this Agreement; and in the event any order from a Governmental
Entity adversely affecting the ability of the parties to consummate the transactions contemplated by this Agreement has been issued,
to have such order vacated or lifted; provided, that notwithstanding the foregoing, this
Section 4.1 shall not require Buyer to take
any action on the part of Buyer that would reasonably result in a requirement for Buyer to dispose of the Purchased Shares or that would
materially limit the voting rights or the economic benefits of the Purchased Shares. Buyer and each Seller shall promptly furnish each
other, to the extent permitted by applicable Laws, with copies of written communications received by them or their Affiliates from, or
delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated by this Agreement. Buyer shall
not enter into, or permit any Affiliate to enter into, any definitive agreement to acquire any business or any corporation, partnership,
limited liability company, joint venture or other business organization or division thereof if the entering into of a definitive agreement
relating to, or the consummation of, such acquisition would reasonably be expected to (i) impose any material delay in the obtaining of,
or materially increase the risk of not obtaining, any consent, authorization, order or approval of any Governmental Entity of competent
jurisdiction necessary to consummate the transactions contemplated by this Agreement or the expiration or termination of any applicable
waiting period under the HSR Act, (ii) materially increase the risk of any Governmental Entity of competent jurisdiction entering an order
prohibiting the consummation of the transactions contemplated by this Agreement or (iii) prevent the consummation of the transactions
contemplated by this Agreement.
4.2
Exchange. At least five (5) Business Days prior to the Closing, subject to and in accordance with Section 2.1 of the Exchange
Agreement, each Seller shall (a) deliver to Holdings and the Company (with a copy delivered to Buyer) (i) an Exchange Notice (as defined
in the Exchange Agreement) to effect the Exchange of all Class B Units then held by such Seller, which Exchange Notice shall specify that,
(A) at such Seller’s election, the Exchange is contingent upon the Closing and (B) the Date of Exchange (as defined in the Exchange
Agreement) shall be no later than the Closing Date, and (ii) if such Seller is legally eligible to do so, an IRS Form W-9 properly completed
and duly executed establishing a complete exemption from U.S. federal withholding tax (including backup withholding) and (b) surrender
or, in the absence of such surrender, be deemed to have surrendered, such Class B Units to Holdings (and surrender for cancellation one
or more stock certificates (if certificated) or instructions and stock powers (if uncertificated) to the Company representing a corresponding
number of Class B Shares) (in each case, free and clear of all security interests, claims, liens and encumbrances of any nature, including
any rights of third parties in or to such interests other than restrictions set forth in the Second Amended and Restated Limited Liability
Company Agreement of Holdings, dated as of December 27, 2021 (the “Holdings LLC Agreement”) and as may arise under applicable
federal and state securities Laws).
4.3
Transfer Restrictions. From the date of this Agreement until the earlier of the Closing Date or the termination of this
Agreement pursuant to Section 5, except for the purchase and sale of the Purchased Shares contemplated by this Agreement, no Seller shall
Transfer (as defined below) (or cause or permit the Transfer of) any of its Pre-Exchange Equity Interests, Post-Exchange Class A Shares
(including the Purchased Shares) or TRA Rights or enter into any agreement relating thereto, except with Buyer’s prior written consent;
provided that a Seller may Transfer any of its Pre-Exchange Equity Interests, Post-Exchange Class A Shares (including the Purchased Shares)
or TRA Rights to a controlled Affiliate that is eligible to deliver
an IRS Form W-9 establishing a complete exemption
from U.S. federal withholding tax (including backup withholding) if, as a precondition to such Transfer, such controlled Affiliate transferee
agrees in writing to be bound by the terms of, and to assume all of the obligations of such Seller under, this Agreement by executing
and delivering a joinder agreement in form and substance reasonably acceptable to Buyer (any such controlled Affiliate upon completion
of the Transfer, a “Transferee” and the transferring Seller, the “Transferor”). Any Transfer or attempted Transfer
of any such Pre-Exchange Equity Interests, Post-Exchange Class A Shares (including the Purchased Shares) or TRA Rights in violation of
this Section 4.3 shall be null and void and of no effect whatsoever. A Person will be deemed to have effected a “Transfer”
of a Pre-Exchange Equity Interest, Post-Exchange Class A Shares (including the Purchased Shares) or TRA Right if such Person, whether
voluntarily or involuntarily, directly or indirectly (a) sells, pledges, assigns, gifts, grants an option with respect to, transfers,
exchanges, tenders or disposes (by merger, by testamentary disposition, by operation of Law or otherwise) of a Pre-Exchange Equity Interest,
Purchased Share, TRA Right or any interest in any of the foregoing (other than the Exchange), (b) creates or permits to exist any security
interests, claims, liens and encumbrances of any nature, including any rights of third parties in or to such interests (other than pursuant
to the Tax Receivable Agreement, the Holdings LLC Agreement or the Stockholders Agreement or restrictions on transfer under applicable
federal and state securities Laws), (c) deposits any of the Pre-Exchange Equity Interests, Post-Exchange Class A Shares (including the
Purchased Shares) or TRA Rights into a voting trust or enters into a voting agreement or arrangement or grants any proxy, power of attorney
or other authorization with respect thereto that, in each case, is inconsistent with this Agreement, or (d) agrees or commits (whether
or not in writing) to take any of the actions referred to in the foregoing clauses (a) through (c).
4.4
Public Announcements. The parties hereto agree that the initial press release to be issued with respect to the transactions
contemplated by this Agreement shall be in the form heretofore agreed to by the parties hereto. Prior to the Closing, Buyer and Sellers
shall, to the extent at all reasonably practicable, consult with the other parties hereto before making, and give such other parties hereto
a reasonable opportunity to review and comment upon, any press release or other public statements with respect to this Agreement and the
transactions contemplated hereby, shall consider in good faith such other parties’ comments and shall not issue any such press release
or make any such public statement prior to such reasonably practicable consultation, except as may be required by applicable Law, court
process or by obligations pursuant to any listing agreement with any national securities exchange or national securities quotation system;
provided, that the foregoing shall not apply to any press release or other public statement so long as the statements contained
therein concerning this Agreement and the other transactions contemplated hereby substantially reiterate (and are not inconsistent with)
previous releases or statements made by the applicable party with respect to which such party has complied with the provisions of this
sentence; and provided further that Sellers shall not be required to consult with Buyer before issuing any disclosures or communications
to existing or prospective general or limited partners, equityholders, members, managers and investors of such Seller or any Affiliates
of such Seller (so long as, in each case, such disclosures or communications have a valid bona-fide business purpose and are effected
in a manner consistent with private equity practices and subject to customary confidentiality obligations).
4.5
Exclusivity. During the period from the date of this Agreement through the Closing or the earlier termination of this Agreement
pursuant to Section 5, Sellers shall not, and shall cause their respective Affiliates and representatives to not, directly or indirectly,
(a) solicit, initiate or knowingly encourage the initiation of any Acquisition Proposal (as defined below), (b) other than as permitted
pursuant to this Section 4.5, furnish to any Person (other than Buyer or its designees) any information relating to the sale of the Pre-Exchange
Equity Interests or Post-Exchange Class A Shares (including the Purchased Shares), or afford to any Person (other than Buyer or its designees)
access to the business, properties, assets, books, records or other non-public information relating to the business of the Company and
Holdings, in any such case with the intent to induce the making, submission or announcement of an Acquisition Proposal, or (c) participate
or engage in any discussions or negotiations with any third party regarding, or enter into any Contract in respect of, any Acquisition
Proposal. Sellers shall, and shall cause their Affiliates and representatives to, (i) immediately cease and cause to be terminated any
existing discussions or negotiations with any Person (other than Buyer or its designees) conducted heretofore with respect to any Acquisition
Proposal and (ii) as promptly as practicable request that each Person (other than Buyer or its designees) that has previously executed
a confidentiality or similar agreement with Sellers or their Affiliates in connection with its consideration of an Acquisition Proposal
return to Sellers or their Affiliates or destroy any nonpublic information previously furnished or made available to such Person or any
of its representatives by or on behalf of Sellers, their Affiliates or their representatives in accordance with the terms of the confidentiality
agreement in place with such Person and terminate any data room access from any such Person and its representatives. When used in this
Agreement, “Acquisition Proposal” means any inquiry, proposal or offer from any Person (other than Buyer) relating
to any (a) direct or indirect acquisition (whether in a single transaction or a series of related transactions) of all or a material portion
of the assets of the business of the Company and Holdings (other than sales of inventory in the ordinary course of business), (b) direct
or indirect acquisition (whether in a single transaction or a series of related transactions) of any of the Company, Holdings and their
subsidiaries, or (c) merger, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or similar
transaction involving the business of the Company and Holdings or any of their subsidiaries, in each case, other than the transactions
contemplated by this Agreement.
4.6
[Reserved].
4.7
Spousal Consent. If a Seller is a married individual and any of its Pre-Exchange Equity Interests or, after giving effect
to the Exchange, its Post-Exchange Class A Shares (including the Purchased Shares) constitutes community property or otherwise need spousal
or other approval for this Agreement to be legal, valid and binding, such Seller shall deliver to Buyer, concurrently herewith, a duly
executed consent of such Stockholder’s spouse, in the form attached hereto as Schedule V.
4.8
Further Assurances. Subject to Section 4.1, each party hereto shall reasonably cooperate with the other parties hereto and
use its reasonable best efforts to promptly take, or cause to be taken, all actions, and do, or cause to be done, all things reasonably
necessary, proper or advisable to cause the conditions to the Closing to be satisfied as promptly as practicable
and to consummate the transactions contemplated
hereby and, with respect to Buyer, the transactions contemplated by the Other Stock Purchase Agreements; provided, however,
nothing in this Section 4.8 shall require any party to waive any condition to Closing set forth in Section 3. If, subsequent to the Closing
Date, further documents are reasonably requested in order to carry out the provisions and purposes of this Agreement, the parties hereto
shall execute and deliver such further documents.
SECTION 5.
TERMINATION
5.1
Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior
to the Closing:
(a)
by mutual written consent of Sellers and Buyer;
(b)
by Sellers or Buyer, if the Closing shall not have occurred before November 5, 2024 (the “End Date”); provided,
that the right to terminate this Agreement pursuant to this Section 5.1(b) shall not be available to any party hereto whose failure to
fulfill any obligation under this Agreement has principally caused or resulted in the failure of the Closing to occur on or before the
End Date;
(c)
by Buyer or Sellers, if there shall be any Law that makes consummation of the transactions contemplated by this Agreement illegal
or otherwise prohibited or if any Judgment enjoining Buyer or Sellers from consummating the transactions contemplated by this Agreement
is entered and such Judgment shall become final and non-appealable (any such Judgment, a “Legal Restraint”); provided,
that the right to terminate this Agreement pursuant to this Section 5.1(c) shall not be available to any party hereto whose failure to
fulfill any obligation under Section 4.1 has principally caused or resulted in the imposition of such Legal Restraint or the failure of
such Legal Restraint to be resisted, resolved or lifted;
(d)
by Buyer, if there has been a material breach by any Seller of any of its representations, warranties, covenants or agreements
contained in this Agreement and such breach shall not have been cured within ten (10) Business Days after written notice thereof shall
have been received by Sellers; provided, however, that the right to so terminate this Agreement pursuant to this Section
5.1(d) shall not be available to Buyer to the extent that Buyer is then in breach or failed to perform any of Buyer’s representations,
warranties, covenants or obligations set forth in this Agreement, which breach or failure to perform would give rise to the failure of
a condition set forth in Section 3.3; and
(e)
by Sellers, if there has been a material breach by Buyer of any of its representations, warranties, covenants or agreements contained
in this Agreement and such breach shall not have been cured within ten (10) Business Days after written notice thereof shall have been
received by Buyer; provided, however, that the right to so terminate this Agreement pursuant to this Section 5.1(e) shall
not be available to Sellers to the extent that any Seller is then in breach or failed to perform any of such Seller’s representations,
warranties, covenants or obligations set
forth in this Agreement, which breach or failure
to perform would give rise to the failure of a condition set forth in Section 3.2.
The party hereto desiring
to terminate this Agreement pursuant to this Section 5.1 (other than Section 5.1(a)) shall give written notice of such termination to
the other parties hereto in accordance with Section 6.1, specifying the provision of this Section 5.1 pursuant to which such termination
is effected.
5.2
Effect of Termination. In the event of any termination of this Agreement pursuant to Section 5.1, this Agreement shall be
terminated, and there shall be no further liability or obligation hereunder or thereunder on the part of any party hereto; provided,
however, that nothing contained in this Agreement (including this Section 5.2) will relieve any party from liability for any Willful
and Material Breach of any of its representations, warranties, covenants or agreements set forth in this Agreement. When used in this
Agreement, “Willful and Material Breach” means a material breach that is the consequence of an act or omission by the
breaching party with the actual knowledge that the taking of such act or failure to take such act would cause or constitute such material
breach.
SECTION 6.
MISCELLANEOUS
6.1
Notice. Any notice, request, claim, demand or other communication under this Agreement shall be in writing, shall be either
personally delivered, delivered by email transmission or sent by reputable overnight courier service (charges prepaid) to the address
for such party set forth below or such other address as the recipient party has specified by prior written notice to the other parties
hereto and shall be deemed to have been given immediately upon personal delivery, on the date of receipt, if delivered by email transmissions
(to the extent that no “bounce back” or similar message indicating non-delivery is received with respect thereto) or one
(1) day after deposit with a reputable overnight courier service.
If to the Buyer:
|
Tungsten 2024 LLC 445 Park Ave 15th Floor
New York, NY 10222
|
|
Attention: |
Tom Knott |
|
Email: |
|
with a copy to:
|
Paul, Weiss, Rifkind, Wharton & Garrison
LLP
1285 Avenue of the Americas
New York, NY 10019-6064
|
|
Attention: |
Scott A. Barshay and Laura C.
Turano |
|
Email: |
sbarshay@paulweiss.com; lturano@paulweiss.com |
If to any of Sellers:
|
LLR Partners
Cira Centre
2929 Arch Street, 27th Fl.
Philadelphia, PA 19104
|
|
Attention: |
Mitchell Hollin; Josh
Loftus |
|
Email: |
|
with a copy to:
|
Goodwin Procter LLP
100 Northern Avenue
Boston, MA 02210
|
|
Attention: |
Barbara
Shander; Lisa Haddad; Gregg Katz |
|
Email: |
bshander@goodwinlaw.com;
lhaddad@goodwinlaw.com;
gkatz@goodwinlaw.com
|
6.2
Survival. Except in the case of Fraud (which shall not be limited by this Section 6.2), the representations and warranties
contained in Section 1.2 and Section 1.3 shall not survive the Closing and shall terminate upon the Closing, except that the representations
set forth in Sections 1.2(b), 1.2(c), 1.2(d), 1.2(g) and 1.2(h) and Sections 1.3(b), 1.3(c), 1.3(g), 1.3(h) and 1.3(i) shall survive until
the expiration of the applicable statute of limitations. The covenants and agreements that by their terms do not contemplate performance
after the Closing shall terminate at the Closing. When used in this Agreement, “Fraud” means, with respect to a party,
an actual and intentional fraud in respect of the making of any representation or warranty set forth in Section 1.2 or Section 1.3, as
applicable, with intent to deceive another party, or to induce that party to enter into this Agreement and requires (i) a false representation
of material fact made in Section 1.2 or Section 1.3, as applicable, (ii) actual knowledge that such representation is false, and (iii)
an intention to induce the party to whom such representation is made to act or refrain from acting in reliance upon it.
6.3
Expenses. All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall
be paid by the party hereto incurring such cost or expense, except that (i) all filing fees paid in respect of the filings under the HSR
Act in connection with this Agreement and the transactions contemplated hereby shall be borne by Buyer and (ii) Buyer shall pay the Selling
Expenses upon Closing on behalf of the Sellers.
6.4
Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with
the Laws of the State of Delaware without giving effect to the principles of conflicts of law. Each of the parties hereto hereby irrevocably
and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware
(or, only if such court declines to accept jurisdiction over a particular matter, then in the United States District Court for the District
of Delaware or, if
jurisdiction is not then available in the United
States District Court for the District of Delaware (but only in such event), then in any court sitting of the State of Delaware in New
Castle County) and any appellate court from any of such courts (in any case, the “Delaware Court”) for any Proceeding
arising out of or relating to this Agreement or the transactions contemplated hereby, whether framed in contract, tort or otherwise, and
further agrees that service of any process, summons, notice or document by U.S. mail to its respective address set forth in this Agreement
shall be effective service of process for any Proceeding brought against it in any such court. Each of the parties hereto hereby irrevocably
and unconditionally waives any objection to the laying of venue of any Proceeding arising out of this Agreement or the transactions contemplated
hereby in any Delaware Court, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court
that any such Proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE PARTIES HERETO IRREVOCABLY AND
UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
6.5
Successors and Assigns. Neither this Agreement nor any of the rights or obligations under this Agreement shall be assigned,
in whole or in part (except by operation of Law pursuant to a merger whose purpose is not to avoid the provisions of this Agreement),
by any party hereto without the prior written consent of the other parties hereto except that, Buyer may assign or otherwise transfer
any or all of its rights and obligations hereunder to one or more of its Affiliates, but no such assignment shall relieve Buyer of its
obligations under this Agreement if such assignee does not perform such obligation. Subject to the foregoing, this Agreement shall bind
and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns. Any purported assignment
in violation of this Agreement will be void ab initio.
6.6
Counterparts. This Agreement may be executed in separate counterparts, each of which shall be an original and all of which
taken together shall constitute one and the same agreement.
6.7
Remedies. Each party hereto acknowledges that money damages would not be an adequate remedy in the event that any of the
covenants or agreements in this Agreement are not performed in accordance with its terms, and it is therefore agreed that in addition
to and without limiting any other remedy or right it may have, the non-breaching party will have the right to an injunction, temporary
restraining order or other equitable relief in any court of competent jurisdiction enjoining any such breach and enforcing specifically
the terms and provisions hereof, without proof of damages or otherwise or posting or securing any bond or other security. All rights,
powers and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and
not alternative, and the exercise or beginning of the exercise of any thereof by any party hereto shall not preclude the simultaneous
or later exercise of any other such right, power or remedy by such party. Each of parties hereto agrees that it will not oppose the granting
of an injunction, temporary restraining order or other equitable relief on
the basis that the other parties hereto have
an adequate remedy at law or an award of specific performance is not an appropriate remedy for any reason at law or in equity.
6.8
Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective
and valid under applicable Law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect
under any applicable Law in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or
any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal
or unenforceable provision had never been contained herein.
6.9
Entire Agreement. This Agreement (including the Schedules hereto), embodies the complete agreement and understanding among
the parties hereto with respect to the subject matter hereof or thereof and supersede and preempt any prior understandings, agreements
or representations by or among the parties hereto, written or oral, that may have related to the subject matter hereof in any way.
6.10
Interpretation. The headings contained in this Agreement are for convenience only and shall not affect in any way the meaning
or interpretation of this Agreement. Unless the context otherwise requires, whenever the words “include”, “includes”
or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”,
words describing the singular number shall include the plural and vice versa and words denoting any gender shall include all genders.
When a reference is made in this Agreement to Sections or a Schedule, such reference shall be to a Section or Schedule, as applicable,
of this Agreement unless otherwise indicated. The words “hereof”, “hereto”, “hereby”, “herein”
and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to
any particular provision of this Agreement. The words “the date hereof”, “the date of this Agreement” and words
of similar import mean the day and year first set forth above in the preamble to this Agreement. Unless the context otherwise requires,
the terms “neither”, “nor”, “any”, “either” and “or” are not exclusive. The
word “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and such
phrase does not mean simply “if”. References to “days” shall mean “calendar days” unless expressly
stated otherwise. Any reference in this Agreement to a date shall be deemed to be such date or time in the City of New York, New York,
U.S.A., unless otherwise specified. Any Contract referred to herein means such Contract, instrument or Law as from time to time amended,
modified or supplemented. References to any statute shall be deemed to refer to such statute and any rules or regulations promulgated
thereunder. References to a Person are also to its permitted successors and assigns. Each of the parties hereto has participated in the
drafting and negotiation of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement must be construed
as if it is drafted by all the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by
virtue of authorship of any of the provisions of this Agreement.
6.11
Amendments and Waivers. This Agreement may not be amended except by an instrument in writing signed by all parties hereto.
Waiver of any term or condition of this
Agreement by any party shall only be effective
if in writing and shall not be construed as a waiver of any subsequent breach or failure of the same term or condition or a waiver of
any other term or condition of this Agreement. Buyer agrees not to amend or otherwise modify, or waive any provision of, any Other Stock
Purchase Agreement or the Letter Agreement, in each case if such amendment, modification or waiver would prevent, impede or materially
delay the satisfaction of any condition set forth in Section 3 hereof, and Buyer further agrees that, with respect to any other amendment,
modification or waiver of any Other Stock Purchase Agreement that is favorable to the other party thereto, Buyer shall not enter into
such amendment or modification or provide such waiver without first offering to Sellers the same amendment, modification or waiver of
the corresponding provisions of this Agreement and, if Sellers desire to enter into such amendment, modification or waiver, doing so simultaneously
with the corresponding amendment, modification or waiver of such Other Stock Purchase Agreement.
6.12
Equityholder Capacity. Each Seller is entering into this Agreement solely in its capacity as a holder of the Pre-Existing
Equity Interests. Nothing in this Agreement shall restrict such Seller or any Affiliate of such Seller in his or her capacity as a director
or officer of the Company from complying with his or her fiduciary duties while acting in such capacity as a director or officer of the
Company.
[Remainder
of page intentionally left blank.]
IN WITNESS WHEREOF, each
of the parties hereto has executed this Agreement as of the date first written above.
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TUNGSTEN 2024 LLC |
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/s/ John Cote |
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Name:
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John Cote Manager |
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LLR EQUITY PARTNERS IV, L.P. |
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LLR Capital IV, L.P.,
its general partner |
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LLR Capital IV, LLC,
its general partner |
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/s/ Mitchell Hollin |
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Name:
Title: |
Mitchell Hollin Member |
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LLR EQUITY PARTNERS PARALLEL IV, L.P. |
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By: |
LLR Capital IV, L.P.,
its general partner |
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By: |
LLR Capital IV, LLC,
its general partner |
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/s/ Mitchell Hollin |
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Name:
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Mitchell Hollin Member |
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EXHIBIT 2
STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT,
dated as of August 7, 2024 (this “Agreement”), by and among the Persons (as defined below) set forth on Schedule I
attached hereto (each, a “Seller” and, collectively, “Sellers”) and Tungsten 2024 LLC, a Delaware
limited liability company (“Buyer”).
RECITALS
WHEREAS, Sellers are (a)
the beneficial and record owners of (i) the number of shares of Class A Common Stock, par value $0.0001 per share (“Class A Shares”),
of CompoSecure, Inc., a Delaware corporation (the “Company”), (ii) the number of shares of Class B Common Stock, par
value $0.0001 per share (“Class B Shares”), of the Company, and (iii) the number of Class B Units (“Class
B Units”) of CompoSecure Holdings L.L.C., a Delaware limited liability company (“Holdings”), in each case,
as set forth opposite such Seller’s name on Schedule I attached hereto (such equity interests under clauses (a) through (c)
above, collectively, the “Pre-Exchange Equity Interests”) and (b) are TRA Parties under the Tax Receivable Agreement
(the Seller’s rights under the Tax Receivable Agreement, dated as of December 27, 2021 (the “Tax Receivable Agreement”),
by and among the Company, Holdings and the other parties thereto, the “TRA Rights”);
WHEREAS, upon the terms and
subject to the conditions set forth in this Agreement and the Exchange Agreement, dated as of December 27, 2021 (the “Exchange
Agreement”), by and among the Company, Holdings and such holders of Class B Units from time to time party thereto, and the Second
Amended and Restated Certificate of Incorporation of the Company, dated as of December 27, 2021 (the “Company Charter”),
each Seller desires to exchange all the Class B Units set forth opposite such Seller’s name on Schedule I attached hereto for Class
A Shares, whereupon all of such Seller’s Class B Shares shall be cancelled for no consideration, without any action on the part
of any Person (collectively, the “Exchange”);
WHEREAS, after giving effect
to the Exchange, each Seller shall be the beneficial and record owners of the number of Class A Shares set forth opposite such Seller’s
name on Schedule I attached hereto (the “Post-Exchange Class A Shares”);
WHEREAS, Sellers desire to
sell, and Buyer desires to purchase, the number of Class A Shares set forth on Schedule II attached hereto (the “Purchased Shares”),
subject to the terms and conditions set forth herein;
WHEREAS, concurrently with
the execution and delivery of this Agreement and as a condition to Buyer’s willingness to enter into this Agreement, certain other
Persons (collectively, the “Other Sellers”) are entering into stock purchase agreements with Buyer (the “Other
Stock Purchase Agreements”), pursuant to which (a) the Other Sellers have agreed to exchange all the Class B Units set forth
opposite such Other Sellers’ names on the Schedule I attached to the applicable Other Stock Purchase Agreement and (b) the Other
Sellers have agreed to sell and Buyer has agreed to purchase the Other Sellers’ respective Purchased Shares (as defined in the applicable
Other Stock Purchase Agreement), subject to the terms and conditions set forth in the Other Stock Purchase Agreement to which the applicable
Other Sellers are party; and
WHEREAS, the Sellers, together
with the Other Sellers, are the holders of all of the currently outstanding Class B Units.
NOW, THEREFORE, for and in
consideration of the mutual promises set forth herein and other valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and upon the terms and subject to the conditions hereof, the parties hereto agree as follows:
SECTION 1.
PURCHASE AND SALE
1.1
Purchase Price; Payment.
(a)
Subject to the terms and conditions contained herein, each Seller hereby agrees to sell, transfer and assign to Buyer (or an Affiliate
of Buyer as designated by Buyer), and Buyer hereby agrees to purchase, acquire and accept from such Seller the Purchased Shares to be
sold by such Seller hereunder for a purchase price of $7.55 per Purchased Share held by such Seller, the “Purchase Price”),
in each case, net of such Seller’s pro rata portion of the expenses described on Schedule IV (the “Selling Expenses”)
and paid in cash in immediately available funds to the account(s) hereafter designated by each such Seller. Contemporaneously with the
delivery of each Seller’s respective portion of the Purchase Price, each Seller will cause to be delivered to Buyer (or its designee)
the Purchased Shares to be sold hereunder by such Seller (or evidence of book-entry delivery), free and clear of all security interests,
claims, liens and encumbrances of any nature, including any rights of third parties in or to such interests (other than restrictions on
transfer under applicable federal and state securities Laws). When used in this Agreement, “Affiliate” means, with
respect to any Person, any other Person that directly or indirectly controls, is controlled by or is under common control with such Person.
For purposes of the immediately preceding sentence, the term “control” (including, with correlative meanings, the terms “controlling,”
“controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly
or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership
of voting securities, by Contract or otherwise; provided that, for purposes of this Agreement, in no event shall the Company, Holdings
or any of their respective subsidiaries be deemed an Affiliate of any Seller hereunder. “Person” means any natural
person, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, foundation, unincorporated
organization or government or other agency or political subdivision thereof, or any other entity or group comprised of two or more of
the foregoing.
(b)
The closing of the purchase and sale of the Purchased Shares (the “Closing”) will be held at the offices of
Paul, Weiss, Rifkind, Wharton & Garrison LLP, 1285 Avenue of the Americas, New York, NY 10019 or remotely by exchange of documents
and signatures (or their electronic counterparts) as soon as practicable, but not more than two (2) Business Days (as defined below) after
satisfaction (or waiver, if permissible pursuant to applicable Law (as defined below)) of
the conditions set forth in Section 3 (other than conditions that by their nature are to be satisfied and are in fact satisfied at the
Closing), or at such other date,
time or place as the parties hereto may mutually
agree. The date and time at which the Closing occurs is referred to as the “Closing Date”. When used in this Agreement,
“Business Day” means any day other than (i) a Saturday or a Sunday, (ii) a day on which banking institutions in New
York City or the Secretary of State of the State of Delaware is authorized or obligated by Law to be closed or (iii) any day on which
the SEC’s Electronic Data Gathering and Retrieval system is not open to accept filings.
(c)
If, between the date of this Agreement and the Closing Date, any change in the Class A Shares, Class B Shares or Class B Units
shall occur by reason of any reclassification, recapitalization, stock split or combination, special dividend (including stock dividends)
or distribution (other than tax distributions on the Class B Units in the ordinary course of business consistent with the Company’s
past practices and in accordance with the schedule attached hereto as Schedule III), exchange (other than the Exchange) or readjustment
of shares, or a record date for any of the foregoing is established, the number and type of shares deliverable hereunder by Sellers shall
be appropriately adjusted.
(d)
Buyer shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any Seller
such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of applicable tax
Law (it being agreed that, absent a change in applicable Law, no withholding will be required if such Seller delivers to Buyer prior to
the Closing an IRS Form W-9 properly completed and duly executed by such Seller establishing a complete exemption from U.S. federal withholding
tax, including backup withholding). Each Seller that cannot establish a complete exemption from U.S. federal withholding tax (including
backup withholding) shall be required to notify Buyer of such fact at least five (5) Business Days (as defined below) prior to the Closing.
To the extent that amounts are so withheld by Buyer (and, in the case of any withholding taxes, remitted to the applicable Governmental
Entity (as defined below)), such withheld amounts shall be treated for all purposes of this Agreement as having been paid to such Seller.
1.2
Representations and Warranties of Sellers. Sellers represent and warrant to Buyer as of the date of this Agreement and the
Closing Date that:
(a)
with respect to each Seller that is an entity, such Seller is duly organized, validly existing and in good standing (as applicable)
under the Laws of the jurisdiction that governs it, and has the full entity power and authority to carry on its business as now conducted
and to own its assets;
(b)
each Seller has (i) with respect to each Seller that is an entity, full entity power and authority and (ii) with respect each Seller
that is a natural person, full power and capacity to enter into this Agreement and to consummate the transactions contemplated hereby,
including to effectuate the Exchange and to sell, transfer and assign to Buyer all right, title and interest in and to the Purchased Shares
to be sold by such Seller hereunder and to enter into the TRA Amendment described in Section 3.2(g);
(c)
(i) as of the date of this Agreement, (A) Schedule I attached hereto sets forth all equity interests in the Company or Holdings
beneficially owned by Sellers and (B) each Seller has good and valid title to, and is the sole record owner of, the Pre-Exchange
Equity Interests set forth opposite such Seller’s name on Schedule I attached hereto and is a TRA Party, and (ii) as of the Closing
Date, (A) the Post-Exchange Class A Shares (including the Purchased Shares) will constitute all equity interests in the Company or
Holdings beneficially owned by Sellers and (B) each Seller will have good and valid title to, and will be the sole record owner of, the
Post-Exchange Class A Shares (including the Purchased Shares to be sold hereunder by such Seller), in each case of clause (i) and (ii)
above, free and clear of all security interests, claims, liens and encumbrances of any nature, including any rights of third parties in
or to such interests (other than restrictions on transfer under applicable federal and state securities Laws);
(d)
this Agreement has been duly and validly executed and delivered by each Seller and, assuming the due execution and delivery thereof
by Buyer, is, and will be, a valid and binding obligation of such Seller, enforceable against such Seller in accordance with the terms
hereof, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting
the rights of creditors generally and by general principles of equity;
(e)
the execution and delivery of this Agreement by Sellers, the performance by Sellers of their obligations hereunder and the consummation
of the transactions contemplated hereby, will not:
(i)
with respect to each Seller that is an entity, conflict with or violate the organizational or trust documents of such Seller;
(ii)
require any consent, approval, order or authorization of or other action by any United States or foreign federal, state, commonwealth
or other governmental, regulatory or administrative, department, board, bureau, authority, agency, division, instrumentality or commission
or any court of any of the same, in each case, which has jurisdiction over any of the Sellers or any of their respective Affiliates (each
a “Governmental Entity”), or any registration, qualification, declaration or filing (other than those that have been
obtained or made and (A) any filings required to be made with the U.S. Securities and Exchange Commission (the “SEC”)
under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended
(the “Exchange Act”); and (B) the compliance with and filings and/or notices under the Hart-Scott-Rodino Antitrust
Improvement Act of 1976, as amended (the “HSR Act”)) with or without notice to any Governmental Entity, in each case
on the part of or with respect to such Seller, the absence or omission of which would, either individually or in the aggregate, be materially
adverse to, or materially delay, the Sellers’ ability to perform their obligations under this Agreement or consummate the transactions
contemplated hereby; provided, however, that no representation or warranty is made with respect to any of the foregoing
which such Seller may be required to obtain, give or make as a result of the specific legal or regulatory status of Buyer or any of its
Affiliates or as a result of any other facts that specifically relate to Buyer or any of its Affiliates;
(iii)
require, on the part of such Seller, any consent by or approval of or notice to any other person or entity (other than a Governmental
Entity), the absence or omission of which would, either individually or in the aggregate be materially adverse to, or materially delay,
the Sellers’ ability to perform their obligations under this Agreement or consummate the transactions contemplated hereby; or
(iv)
result (with or without notice, lapse of time or otherwise) in a breach of the terms or conditions of, a default under, a conflict
with, or the acceleration of (or the creation in any Person of any right to cause the acceleration of) any performance by such Seller
or any increase in any payment required by such Seller, or the termination, suspension, modification, impairment or forfeiture (or the
creation in any Person of any right to cause the termination, suspension, modification, impairment or forfeiture) of any material rights
or privileges of such Seller (any such breach, default, conflict, acceleration, increase, termination, suspension, modification, impairment
or forfeiture, a “Violation”) under (x) any agreement, contract or arrangement, written or oral (collectively, “Contract”),
or any judgment, writ, order or decree (collectively, “Judgment”) to which such Seller is a party or by or to which
such Seller or its properties, assets or any of such Seller’s Pre-Exchange Equity Interests (or, after giving effect to the Exchange,
the Post-Exchange Class A Shares (including the Purchased Shares)) may be subject, bound or affected or (y) any applicable federal,
state, local, municipal, foreign or other law, statute, constitution, principle of common law, ordinance, code, rule, regulation, ruling
or other legal requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of
any Governmental Entity (collectively, “Law”), assuming all required notifications and filings are made under
the HSR Act and any waiting period (and any extension thereof) under the HSR Act shall have expired or been terminated, in each case of
clause (x) and (y), other than any such Violations as would not, either individually or in the aggregate, have a material adverse effect
on such Seller’s ability to consummate the transactions contemplated hereby;
(f)
as of the date hereof, there is no action, suit, investigation or proceeding, governmental, regulatory or otherwise (“Proceeding”),
pending or, to the knowledge of each Seller, threatened, against such Seller relating to such Seller’s Pre-Exchange Equity Interests
or the transactions contemplated by this Agreement;
(g)
each
Seller (i) is selling the Purchased Shares solely for its own account for investment purposes and not with a view to, or for offer or
sale in connection with, any distribution thereof, (ii) has such knowledge, sophistication and experience in financial and business matters
that such Seller is capable of evaluating the merits and risks of entering into this Agreement and consummating the transactions contemplated
hereby, (iii) has relied solely on its own independent investigation in valuing such Seller’s Purchased Shares and determining
to proceed with the transactions contemplated by this Agreement, (iv) has not relied on any assertions made by Buyer, any of its Affiliates,
or any Person representing or acting on behalf of Buyer regarding the Company or Holdings, such Seller’s Pre-Exchange Equity Interests,
Post-Exchange Class A Shares (including the Purchased Shares), rights under the Tax Receivable Agreement or the valuation thereof, (v)
has or had access to all information that it believes to be necessary,
sufficient or appropriate in connection with
the transactions contemplated by this Agreement, (vi) has previously undertaken such independent investigation of the Company and Holdings
as in its judgment is appropriate to make an informed decision with respect to the transactions contemplated by this Agreement, (vii)
has made its own decision to consummate the transactions contemplated by this Agreement based on its own independent review and consultations
with such investment, legal, tax, accounting and other advisers as it has deemed necessary and without reliance on any express or implied
representation or warranty of Buyer and (ix) (A) acknowledges that the Buyer and/or its Affiliates may have, and may later come in possession
of, information with respect to the business, operations, assets, liabilities, financial condition or prospects of the Company, Holdings
and their respective subsidiaries that is not known to such Seller and that may be material to a decision to sell the Purchased Shares
(the “Buyer Excluded Information”), (B) has determined to sell the Purchased Shares notwithstanding its lack of knowledge
of the Buyer Excluded Information, and (C) agrees that the Buyer shall have no liability to such Seller, and such Seller waives and releases
any claims that it might have against the Buyer, with respect to the non-disclosure of any Buyer Excluded Information in connection with
the sale of the Purchased Shares and the transactions contemplated by this Agreement;
(h)
other than with respect to the Selling Expenses, each Seller is not bound by or subject to any Contract with any person that will
result in Buyer being obligated to pay any finder’s fees, brokerage or agent’s commissions or other like payments in connection
with the negotiations leading to this Agreement or the consummation of the transactions contemplated hereby; and
(i)
each Seller is a United States person (within the meaning of Section 7701(a)(30) of the Code) eligible to deliver an IRS Form W-9
establishing a complete exemption from U.S. federal withholding tax.
1.3
Representations of Buyer. Buyer represents and warrants to each Seller that as of the date of this Agreement and the Closing
Date that:
(a)
it is duly organized, validly existing and in good standing under the Laws of the jurisdiction that governs it, and has the full
entity power and authority to carry on its business as now conducted and to own its assets;
(b)
this Agreement has been duly and validly executed and delivered by it, and, assuming the due execution and delivery thereof by
each other party hereto, is, and will be, a valid and binding obligation of it, enforceable against it in accordance with the terms hereof,
except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting the
rights of creditors generally and by general principles of equity;
(c)
it has full limited liability company power and authority to enter into this Agreement and to consummate the transactions contemplated
hereby, including to purchase, acquire and accept from Sellers all right, title and interest in and to the Purchased Shares;
(d)
the execution and delivery of this Agreement by it, the performance by it of its obligations hereunder and the consummation of
the transactions contemplated hereby, will not:
(i)
conflict with or violate its organizational documents;
(ii)
require any consent, approval, order or authorization of or other action by any Governmental Entity or any registration, qualification,
declaration or filing (other than those that have been obtained or made and (A) any filings required to be made with the SEC under the
Securities Act or the Exchange Act and (B) the compliance with and filings and/or notices under the HSR Act) with or without notice to
any Governmental Entity, in each case on the part of or with respect to it, the absence or omission of which would, either individually
or in the aggregate, be materially adverse to, or materially delay, Buyer’s ability to perform its obligations under this Agreement
or consummate the transactions contemplated hereby; provided, however, that no representation or warranty is made with respect
to any of the foregoing which Buyer may be required to obtain, give or make as a result of the specific legal or regulatory status of
any Seller or any of its Affiliates or as a result of any other facts that specifically relate to any Seller or any of its Affiliates;
(iii)
require, on the part of it, any consent by or approval of or notice to any other person or entity (other than a Governmental Entity),
the absence or omission of which would, either individually or in the aggregate, be materially adverse to, or materially delay, Buyer’s
ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby; or
(iv)
result (with or without notice, lapse of time or otherwise) in a breach of the terms or conditions of, a default under, a conflict
with, or the acceleration of (or the creation in any Person of any right to cause the acceleration of) any performance of any obligation
by it or any increase in any payment required by it, or the termination, suspension, modification, impairment or forfeiture (or the creation
in any Person of any right to cause the termination, suspension, modification, impairment or forfeiture) of any material rights or privileges
of it under (x) any Contract or any Judgment to which it is a party or by or to which it, its properties or its assets may be subject,
bound or affected or (y) any applicable Law, assuming all required notifications and filings are made under the HSR Act and any waiting
period (and any extension thereof) under the HSR Act and the rules and regulations promulgated thereunder applicable to the transactions
contemplated hereby shall have expired or been terminated, in each case of clause (x) and (y), other than any such Violations as would
not, either individually or in the aggregate, be materially adverse to, or materially delay, Buyer’s ability to perform its obligations
under this Agreement or consummate the transactions contemplated hereby;
(e)
as of the date hereof, there is no Proceeding pending or, to its knowledge, threatened, against it relating to the transactions
contemplated by this Agreement;
(f)
it has as of the date hereof, and it will have at all times through the Closing, access to sufficient unrestricted assets (and
will have at the Closing, access to sufficient
unrestricted funds) to consummate the purchase
of the Purchased Shares hereunder and the transactions contemplated by the Other Stock Purchase Agreements (it being agreed that, without
limiting the foregoing, in no event shall the receipt or availability of any funds or financing by Buyer or any of its Affiliates be a
condition to any of the obligations of Buyer hereunder);
(g)
it (i) is acquiring the Purchased Shares solely for its own account for investment purposes and not with a view to, or for offer
or sale in connection with, any distribution thereof, (ii) is an “accredited investor” as defined under Section 501 of the
Securities Act, (ii) has such knowledge, sophistication and experience in financial and business matters that it is capable of evaluating
the merits and risks of entering into this Agreement and consummating the transactions contemplated hereby, (iii) (x) is relying on its
own due diligence and review of the business, operations, assets, liabilities, financial condition and prospects of the Company, Holdings
and their respective subsidiaries and value of the Purchased Shares, (y) has not relied on any assertions made by Sellers, any of their
Affiliates, or any Person representing or acting on behalf of Sellers with respect to the foregoing, and (z) acknowledges that none of
Sellers makes any representation or warranty of any kind except as expressly set forth in Section 1.2, and Sellers specifically make no
representation or warranty of any kind regarding the business, operations, assets, liabilities, financial condition or prospects of the
Company, Holdings and their respective subsidiaries or the value of the Purchased Shares, (iv) has previously undertaken such independent
investigation of the Company and Holdings as in its judgment is appropriate to make an informed decision with respect to the transactions
contemplated by this Agreement, (vii) has made its own decision to consummate the transactions contemplated by this Agreement based on
its own independent review and consultations with such investment, legal, tax, accounting and other advisers as it has deemed necessary,
and (viii) acknowledges that (x) the sale of the Purchased Shares by the Sellers was privately negotiated in an independent transaction,
(y) the Purchased Shares are being sold by the Sellers in reliance on a private placement exemption from registration under the Securities
Act, and (z) the Purchased Shares will bear customary restricted legends limiting their transfer in compliance with the Securities Act;
(h)
it (i) has or had access to all information that it believes to be necessary, sufficient or appropriate in connection with the
transactions contemplated by this Agreement, (ii) acknowledges that the Sellers and/or their Affiliates may have, and may later come in
possession of, information with respect to the business, operations, assets, liabilities, financial condition or prospects of the Company,
Holdings and their respective subsidiaries that is not known to Buyer and that may be material to a decision to acquire the Purchased
Shares (the “Seller Excluded Information”), (iii) has determined to acquire the Purchased Shares notwithstanding its
lack of knowledge of the Seller Excluded Information, and (iv) agrees that the Sellers shall have no liability to Buyer, and Buyer waives
and releases any claims that it might have against the Sellers, with respect to the non-disclosure of any Seller Excluded Information
in connection with the sale of the Purchased Shares and the transactions contemplated by this Agreement;
(i)
it is not bound by or subject to any Contract with any person which will result in any Seller being obligated to pay any finder’s
fees, brokerage or agent’s commissions
or other like payments in connection with the
negotiations leading to this Agreement or the consummation of the transactions contemplated hereby; and
(j)
neither it, nor any of its Affiliates, owns any interest in any Person that (a) derives a portion of its revenues from products
or (b) is developing products, services, technologies, intellectual property or other know-how in the same markets in which the Company,
Holdings and their respective subsidiaries operate that (i) would reasonably be expected to impose any material delay in the obtaining
of, or material risk of not obtaining, any consent, authorization, order or approval of any Governmental Entity of competent jurisdiction
necessary to consummate the transactions contemplated by this Agreement or the expiration or termination of any applicable waiting period
under the HSR Act, (ii) materially increase the risk of any Governmental Entity of competent jurisdiction entering an order prohibiting
the consummation of the transactions contemplated by this Agreement, or (iii) prevent the consummation of the transactions contemplated
by this Agreement.
SECTION 2.
DELIVERIES AT CLOSING
2.1
Sellers’ Deliveries. At the Closing, each Seller shall deliver or cause to be delivered to Buyer (or its designee(s))
the following:
(a)
one or more certificates representing the Purchased Shares to be sold by such Seller hereunder, accompanied by duly executed instruments
of transfer in the name of Buyer (or its designee(s)) as transferee or duly endorsed in blank, together with stock transfer tax stamps
attached (if applicable) and/or written confirmation, or other evidence reasonably satisfactory to Buyer that such Purchased Shares have
been deposited by book entry transfer to an account of Buyer (or its designee(s)), which account shall have been identified to Sellers
in writing by Buyer three (3) Business Days prior to the Closing Date, maintained with a bank, brokerage firm or other financial institution
or with the Company’s transfer agent;
(b)
an IRS Form W-9 properly completed and duly executed by each Seller;
(c)
If the Seller is a Transferee (as defined below) that was not party to any Exchange, evidence reasonably satisfactory to Buyer
that, at the time of such Exchange, the Transferor delivered to the Company a properly completed and duly executed IRS Form W-9 establishing
a complete exemption from U.S. federal withholding tax, including backup withholding (or otherwise made the Company whole for any withholding
required in connection with such Exchange); and
(d)
one or more certificates, executed by such Seller or one or more duly authorized representatives thereof, as the case may be, as
to the matters referred to in Sections 3.2(a) and 3.2(b).
2.2
Buyer Deliveries. At the Closing, Buyer shall deliver or cause to be delivered to Sellers (or their designees) the following:
(a)
the aggregate respective portion of the Purchase Price in cash, subject to Section 1.1(d) of this Agreement, to an account designated
for each Seller by wire transfer of immediately available funds. At least three (3) Business Days prior to the Closing Date, each Seller
shall provide Buyer with written notice of wire transfer instructions for delivery of such Seller’s portion of the Purchase Price;
and
(b)
a certificate, executed by a duly authorized officer of Buyer, as to the matters referred to in Sections 3.3(a) and 3.3(b).
SECTION 3.
CONDITIONS TO CLOSING
3.1
Conditions to Each Party’s Obligations. The respective obligations of Buyer and each Seller to consummate the transactions
contemplated by this Agreement are subject to the satisfaction (or waiver, if permissible pursuant to applicable Law) of the following
conditions:
(a)
No Legal Restraints. No judgment, decree, injunction or order, preliminary, temporary or permanent, and no binding order
or determination by any Governmental Entity of competent jurisdiction will be in effect, and no Law shall be enacted, enforced or deemed
applicable by a Governmental Entity of competent jurisdiction, which makes illegal, prohibits or would prevent the consummation of the
transactions contemplated by this Agreement.
(b)
HSR Clearance. Any waiting period (and any extension thereof) under the HSR Act and the rules and regulations promulgated
thereunder applicable to the transactions contemplated hereby, shall have expired or been terminated.
3.2
Conditions to Buyer’s Obligations. The obligation of Buyer to consummate the purchase of the Purchased Shares contemplated
by this Agreement is subject to the satisfaction of the following conditions, any of which may be waived (if permissible pursuant to applicable
Law) in writing by Buyer:
(a)
Representations and Warranties. The representations and warranties of Sellers: (i) set forth in Section 1.2(c) shall be
true and correct in all respects (except for any inaccuracies that individually or in the aggregate are de minimis) as of the date
of this Agreement and the Closing Date as though made as of such date (except to the extent that any such representation and warranty
expressly speaks as of an earlier date, in which case such representation and warranty shall be so true and correct only as of such earlier
date); and (ii) set forth in Section 1.2 (other than Section 1.2(c)) shall be true and correct in all material respects as of the
date of this Agreement and as of the Closing Date as though made as of such date (disregarding all “materiality” and similar
qualifications contained in such representations and warranties, and except to the extent that any such representation and warranty expressly
speaks as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects only as
of such earlier date).
(b)
Performance. Each Seller shall have performed in all material respects all its obligations hereunder to be performed by
such Seller at or prior to the Closing Date.
(c)
Deliveries. Sellers’ deliveries, set forth in Section 2.1, shall have been delivered.
(d)
No Takeover Defenses Implemented; Operations in the Ordinary Course. Between the date of this Agreement and the Closing,
the Company or the board of directors of the Company (the “Board”) shall not have adopted, approved or implemented,
or taken any action to adopt, approve or implement, any shareholder rights plan (as such term is commonly understood in connection with
corporate transactions), any “moratorium,” “control share,” “fair price,” “takeover” or
“interested stockholder” provision or any other similar plan, agreement or provision that would cause Buyer to incur or suffer
a material economic detriment as a result of Buyer’s inability to continue to hold or acquire additional Class A Shares following
the Closing or that would have an adverse effect on the ability of the Buyer Designees (as defined below) to continue to serve on the
Board. Between the date of this Agreement and the Closing, the Company shall have complied with the covenants set forth in the second
sentence of Section 5 of that certain letter agreement between the Company and Buyer dated as of the date hereof (the “Letter
Agreement”).
(e)
Board Matters. Subject to and effective upon the Closing, each of David Cote, Tom Knott and four other individuals designated
by Buyer (such six individuals, or any substitutes therefor designated by Buyer, collectively, the “Buyer Designees”)
shall be appointed as members of the Board, the size of the Board shall be eleven, and the Buyer Designees shall constitute a majority
of the Board.
(f)
Majority Shares to be Acquired. Subject to and immediately following the Closing, and taking into account the consummation
of the transactions under the Other Stock Purchase Agreements to occur contemporaneously with the Closing, Buyer shall hold a majority
of the Class A Shares and no Class B Units shall remain outstanding.
(g)
TRA; TRA Amendment. No Change of Control (as defined in the Tax Receivable Agreement) shall have occurred pursuant to the
Tax Receivable Agreement as of the Closing Date, and the amendment to the Tax Receivable Agreement, by and among the Company and the other
parties thereto (the “TRA Amendment”), delivered to Buyer prior to the date hereof shall become effective upon the
Closing.
(h)
Termination of Stockholders Agreement. The termination of the Stockholders Agreement, dated as of December 27, 2021 (the
“Stockholders Agreement”), by and among the Company and the other parties thereto, delivered to Buyer prior to the
date hereof shall become effective upon the Closing.
(i)
Company Non-Contravention. The representations and warranties of the Company set forth in Section 11(c)(ii) of the Letter
Agreement shall be true and correct in all material respects as of the Closing Date as though made as of such date.
3.3
Conditions of Sellers’ Obligations. The obligation of each Seller to consummate the transactions contemplated by this
Agreement is subject to the satisfaction of the
following conditions, any of which may be waived
(if permissible pursuant to applicable Law) in writing by such Seller:
(a)
Representations and Warranties. The representations and warranties of Buyer set forth in Section 1.3 shall be true and correct
in all material respects as of the date of this Agreement and as of the Closing Date as though made as of such date (disregarding all
“materiality” and similar qualifications contained in such representations and warranties, and except to the extent that any
such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true
and correct in all material respects only as of such earlier date).
(b)
Performance. Buyer shall have performed in all material respects all of its obligations hereunder to be performed by it
at or prior to the Closing Date.
(c)
Deliveries. The Buyer’s deliveries, set forth in Section 2.2, shall have been delivered to Sellers (or their designees).
3.4
Frustration of Conditions. Neither Buyer, on the one hand, nor the Sellers, on the other hand, may rely on the failure of
any condition set forth in Section 3.1, Section 3.2 or Section 3.3, as the case may be, to be satisfied (or to be able to be satisfied)
to excuse it from its obligation to effect the transactions contemplated hereby if such failure (or inability to be satisfied) was caused
by such party’s breach or other failure to comply with or perform its obligations or enforce it rights under this Agreement or,
in the case of Buyer, under the Other Stock Purchase Agreements.
SECTION 4.
COVENANTS
4.1
Regulatory
Efforts. Each party hereto shall, as promptly as possible, use its reasonable best efforts to obtain, or cause to be obtained, all
consents, authorizations, orders and approvals from all Governmental Entities that may be or become necessary for the performance of
its obligations pursuant to this Agreement. Each party hereto shall cooperate fully with the other parties hereto and their respective
Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. Buyer agrees to make an appropriate
notification pursuant to the HSR Act with respect to the transactions contemplated by this Agreement and the Other Stock Purchase Agreements
as promptly as practicable after the date hereof, and in any event not later than the date that is five (5) Business Days after the date
of this Agreement, and to supply as promptly as practicable to the appropriate Governmental Entity any additional information and documentary
material that may be requested pursuant to the HSR Act. Without limiting the generality of the foregoing, each of the parties hereto
shall use reasonable best efforts to (a) respond to any inquiries by any Governmental Entity regarding antitrust or other matters
with respect to the transactions contemplated by this Agreement; and (b) avoid the imposition of any order or the taking of any action
that would restrain, alter or enjoin the transactions contemplated by this Agreement; and in the event any order from a Governmental
Entity adversely affecting the ability of the parties to consummate the transactions contemplated by this Agreement has been issued,
to have such order vacated or lifted; provided, that notwithstanding the foregoing, this
Section 4.1 shall not require Buyer to take
any action on the part of Buyer that would reasonably result in a requirement for Buyer to dispose of the Purchased Shares or that would
materially limit the voting rights or the economic benefits of the Purchased Shares. Buyer and each Seller shall promptly furnish each
other, to the extent permitted by applicable Laws, with copies of written communications received by them or their Affiliates from, or
delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated by this Agreement. Buyer shall
not enter into, or permit any Affiliate to enter into, any definitive agreement to acquire any business or any corporation, partnership,
limited liability company, joint venture or other business organization or division thereof if the entering into of a definitive agreement
relating to, or the consummation of, such acquisition would reasonably be expected to (i) impose any material delay in the obtaining of,
or materially increase the risk of not obtaining, any consent, authorization, order or approval of any Governmental Entity of competent
jurisdiction necessary to consummate the transactions contemplated by this Agreement or the expiration or termination of any applicable
waiting period under the HSR Act, (ii) materially increase the risk of any Governmental Entity of competent jurisdiction entering an order
prohibiting the consummation of the transactions contemplated by this Agreement or (iii) prevent the consummation of the transactions
contemplated by this Agreement.
4.2
Exchange. At least five (5) Business Days prior to the Closing, subject to and in accordance with Section 2.1 of the Exchange
Agreement, each Seller shall (a) deliver to Holdings and the Company (with a copy delivered to Buyer) (i) an Exchange Notice (as defined
in the Exchange Agreement) to effect the Exchange of all Class B Units then held by such Seller, which Exchange Notice shall specify that,
(A) at such Seller’s election, the Exchange is contingent upon the Closing and (B) the Date of Exchange (as defined in the Exchange
Agreement) shall be no later than the Closing Date, and (ii) if such Seller is legally eligible to do so, an IRS Form W-9 properly completed
and duly executed establishing a complete exemption from U.S. federal withholding tax (including backup withholding) and (b) surrender
or, in the absence of such surrender, be deemed to have surrendered, such Class B Units to Holdings (and surrender for cancellation one
or more stock certificates (if certificated) or instructions and stock powers (if uncertificated) to the Company representing a corresponding
number of Class B Shares) (in each case, free and clear of all security interests, claims, liens and encumbrances of any nature, including
any rights of third parties in or to such interests other than restrictions set forth in the Second Amended and Restated Limited Liability
Company Agreement of Holdings, dated as of December 27, 2021 (the “Holdings LLC Agreement”) and as may arise under applicable
federal and state securities Laws).
4.3
Transfer Restrictions. From the date of this Agreement until the earlier of the Closing Date or the termination of this
Agreement pursuant to Section 5, except for the purchase and sale of the Purchased Shares contemplated by this Agreement, no Seller shall
Transfer (as defined below) (or cause or permit the Transfer of) any of its Pre-Exchange Equity Interests, Post-Exchange Class A Shares
(including the Purchased Shares) or TRA Rights or enter into any agreement relating thereto, except with Buyer’s prior written consent;
provided that a Seller may Transfer any of its Pre-Exchange Equity Interests, Post-Exchange Class A Shares (including the Purchased Shares)
or TRA Rights to a controlled Affiliate that is eligible to deliver
an IRS Form W-9 establishing a complete exemption
from U.S. federal withholding tax (including backup withholding) if, as a precondition to such Transfer, such controlled Affiliate transferee
agrees in writing to be bound by the terms of, and to assume all of the obligations of such Seller under, this Agreement by executing
and delivering a joinder agreement in form and substance reasonably acceptable to Buyer (any such controlled Affiliate upon completion
of the Transfer, a “Transferee” and the transferring Seller, the “Transferor”). Any Transfer or attempted Transfer
of any such Pre-Exchange Equity Interests, Post-Exchange Class A Shares (including the Purchased Shares) or TRA Rights in violation of
this Section 4.3 shall be null and void and of no effect whatsoever. A Person will be deemed to have effected a “Transfer”
of a Pre-Exchange Equity Interest, Post-Exchange Class A Shares (including the Purchased Shares) or TRA Right if such Person, whether
voluntarily or involuntarily, directly or indirectly (a) sells, pledges, assigns, gifts, grants an option with respect to, transfers,
exchanges, tenders or disposes (by merger, by testamentary disposition, by operation of Law or otherwise) of a Pre-Exchange Equity Interest,
Purchased Share, TRA Right or any interest in any of the foregoing (other than the Exchange), (b) creates or permits to exist any security
interests, claims, liens and encumbrances of any nature, including any rights of third parties in or to such interests (other than pursuant
to the Tax Receivable Agreement, the Holdings LLC Agreement or the Stockholders Agreement or restrictions on transfer under applicable
federal and state securities Laws), (c) deposits any of the Pre-Exchange Equity Interests, Post-Exchange Class A Shares (including the
Purchased Shares) or TRA Rights into a voting trust or enters into a voting agreement or arrangement or grants any proxy, power of attorney
or other authorization with respect thereto that, in each case, is inconsistent with this Agreement, or (d) agrees or commits (whether
or not in writing) to take any of the actions referred to in the foregoing clauses (a) through (c).
4.4
Public Announcements. The parties hereto agree that the initial press release to be issued with respect to the transactions
contemplated by this Agreement shall be in the form heretofore agreed to by the parties hereto. Prior to the Closing, Buyer and Sellers
shall, to the extent at all reasonably practicable, consult with the other parties hereto before making, and give such other parties hereto
a reasonable opportunity to review and comment upon, any press release or other public statements with respect to this Agreement and the
transactions contemplated hereby, shall consider in good faith such other parties’ comments and shall not issue any such press release
or make any such public statement prior to such reasonably practicable consultation, except as may be required by applicable Law, court
process or by obligations pursuant to any listing agreement with any national securities exchange or national securities quotation system;
provided, that the foregoing shall not apply to any press release or other public statement so long as the statements contained
therein concerning this Agreement and the other transactions contemplated hereby substantially reiterate (and are not inconsistent with)
previous releases or statements made by the applicable party with respect to which such party has complied with the provisions of this
sentence.
4.5
Exclusivity. During the period from the date of this Agreement through the Closing or the earlier termination of this Agreement
pursuant to Section 5, Sellers shall not, and shall cause their respective Affiliates and representatives to not, directly or indirectly,
(a) solicit, initiate or knowingly encourage the initiation of any Acquisition Proposal (as defined below), (b)
other than as permitted pursuant to this Section
4.5, furnish to any Person (other than Buyer or its designees) any information relating to the sale of the Pre-Exchange Equity Interests
or Post-Exchange Class A Shares (including the Purchased Shares), or afford to any Person (other than Buyer or its designees) access to
the business, properties, assets, books, records or other non-public information relating to the business of the Company and Holdings,
in any such case with the intent to induce the making, submission or announcement of an Acquisition Proposal, or (c) participate or engage
in any discussions or negotiations with any third party regarding, or enter into any Contract in respect of, any Acquisition Proposal.
Sellers shall, and shall cause their Affiliates and representatives to, (i) immediately cease and cause to be terminated any existing
discussions or negotiations with any Person (other than Buyer or its designees) conducted heretofore with respect to any Acquisition Proposal
and (ii) as promptly as practicable request that each Person (other than Buyer or its designees) that has previously executed a confidentiality
or similar agreement with Sellers or their Affiliates in connection with its consideration of an Acquisition Proposal return to Sellers
or their Affiliates or destroy any nonpublic information previously furnished or made available to such Person or any of its representatives
by or on behalf of Sellers, their Affiliates or their representatives in accordance with the terms of the confidentiality agreement in
place with such Person and terminate any data room access from any such Person and its representatives. When used in this Agreement, “Acquisition
Proposal” means any inquiry, proposal or offer from any Person (other than Buyer) relating to any (a) direct or indirect acquisition
(whether in a single transaction or a series of related transactions) of all or a material portion of the assets of the business of the
Company and Holdings (other than sales of inventory in the ordinary course of business), (b) direct or indirect acquisition (whether in
a single transaction or a series of related transactions) of any of the Company, Holdings and their subsidiaries, or (c) merger, consolidation,
share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving the business of the
Company and Holdings or any of their subsidiaries, in each case, other than the transactions contemplated by this Agreement.
4.6
Voting. From and after the Closing, for so long as any Seller beneficially owns Class A Shares received by such Seller in
the Exchange, such Seller hereby agrees that it shall vote such Class A Shares in favor of the election of the Buyer Designees to the
Board at any meeting of stockholders of the Company held for the purposes of electing directors to the Board, (b) shall not nominate any
individual for election to the Board in lieu of, or in a contested election with, a Buyer Designee or any other nominees recommended by
the Board for election and (c) shall vote on all other matters that may become before a meeting of stockholders of the Company in accordance
with the recommendations of the Board.
4.7
Spousal Consent. If a Seller is a married individual and any of its Pre-Exchange Equity Interests or, after giving effect
to the Exchange, its Post-Exchange Class A Shares (including the Purchased Shares) constitutes community property or otherwise need spousal
or other approval for this Agreement to be legal, valid and binding, such Seller shall deliver to Buyer, concurrently herewith, a duly
executed consent of such Stockholder’s spouse, in the form attached hereto as Schedule V.
4.8
Further Assurances. Subject to Section 4.1, each party hereto shall reasonably cooperate with the other parties hereto
and use its reasonable best efforts to promptly take, or cause to be taken, all actions, and do, or cause to be done, all things reasonably
necessary, proper or advisable to cause the conditions to the Closing to be satisfied as promptly as practicable and to consummate the
transactions contemplated hereby and, with respect to Buyer, the transactions contemplated by the Other Stock Purchase Agreements; provided,
however, nothing in this Section 4.8 shall require any party to waive any condition to Closing set forth in Section 3. If, subsequent
to the Closing Date, further documents are reasonably requested in order to carry out the provisions and purposes of this Agreement, the
parties hereto shall execute and deliver such further documents.
SECTION 5.
TERMINATION
5.1
Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior
to the Closing:
(a)
by mutual written consent of Sellers and Buyer;
(b)
by Sellers or Buyer, if the Closing shall not have occurred before November 5, 2024 (the “End Date”); provided,
that the right to terminate this Agreement pursuant to this Section 5.1(b) shall not be available to any party hereto whose failure to
fulfill any obligation under this Agreement has principally caused or resulted in the failure of the Closing to occur on or before the
End Date;
(c)
by Buyer or Sellers, if there shall be any Law that makes consummation of the transactions contemplated by this Agreement illegal
or otherwise prohibited or if any Judgment enjoining Buyer or Sellers from consummating the transactions contemplated by this Agreement
is entered and such Judgment shall become final and non-appealable (any such Judgment, a “Legal Restraint”); provided,
that the right to terminate this Agreement pursuant to this Section 5.1(c) shall not be available to any party hereto whose failure to
fulfill any obligation under Section 4.1 has principally caused or resulted in the imposition of such Legal Restraint or the failure of
such Legal Restraint to be resisted, resolved or lifted;
(d)
by Buyer, if there has been a material breach by any Seller of any of its representations, warranties, covenants or agreements
contained in this Agreement and such breach shall not have been cured within ten (10) Business Days after written notice thereof shall
have been received by Sellers; provided, however, that the right to so terminate this Agreement pursuant to this Section
5.1(d) shall not be available to Buyer to the extent that Buyer is then in breach or failed to perform any of Buyer’s representations,
warranties, covenants or obligations set forth in this Agreement, which breach or failure to perform would give rise to the failure of
a condition set forth in Section 3.3; and
(e)
by Sellers, if there has been a material breach by Buyer of any of its representations, warranties, covenants or agreements contained
in this Agreement and such breach shall not have been cured within ten (10) Business Days after written notice thereof shall have
been received by Buyer; provided, however,
that the right to so terminate this Agreement pursuant to this Section 5.1(e) shall not be available to Sellers to the extent that any
Seller is then in breach or failed to perform any of such Seller’s representations, warranties, covenants or obligations set forth
in this Agreement, which breach or failure to perform would give rise to the failure of a condition set forth in Section 3.2.
The party hereto desiring
to terminate this Agreement pursuant to this Section 5.1 (other than Section 5.1(a)) shall give written notice of such termination to
the other parties hereto in accordance with Section 6.1, specifying the provision of this Section 5.1 pursuant to which such termination
is effected.
5.2
Effect of Termination. In the event of any termination of this Agreement pursuant to Section 5.1, this Agreement shall be
terminated, and there shall be no further liability or obligation hereunder or thereunder on the part of any party hereto; provided,
however, that nothing contained in this Agreement (including this Section 5.2) will relieve any party from liability for any Willful
and Material Breach of any of its representations, warranties, covenants or agreements set forth in this Agreement. When used in this
Agreement, “Willful and Material Breach” means a material breach that is the consequence of an act or omission by the
breaching party with the actual knowledge that the taking of such act or failure to take such act would cause or constitute such material
breach.
SECTION 6.
MISCELLANEOUS
6.1
Notice. Any notice, request, claim, demand or other communication under this Agreement shall be in writing, shall be either
personally delivered, delivered by email transmission or sent by reputable overnight courier service (charges prepaid) to the address
for such party set forth below or such other address as the recipient party has specified by prior written notice to the other parties
hereto and shall be deemed to have been given immediately upon personal delivery, on the date of receipt, if delivered by email transmissions
(to the extent that no “bounce back” or similar message indicating non-delivery is received with respect thereto) or one
(1) day after deposit with a reputable overnight courier service.
If to the Buyer:
|
Tungsten 2024 LLC 445 Park Ave 15th Floor
New York, NY 10222
|
|
Attention: |
Tom Knott |
|
Email: |
|
with a copy to:
|
Paul, Weiss, Rifkind, Wharton & Garrison
LLP
1285 Avenue of the Americas
New York, NY 10019-6064
|
|
Attention: |
Scott A. Barshay and Laura C.
Turano |
|
Email: |
sbarshay@paulweiss.com; lturano@paulweiss.com |
If to any of Sellers:
|
Michele
D. Logan
11
Branch Road
Far Hills, NJ 07931
|
|
Email: |
|
|
Ephesians
3:16 Holdings LLC
c/o
Michele Logan
c/o
Tiedemann Trust Company
200
Bellevue Parkway, Suite 525
Wilmington, DE 19809
|
|
Email: |
|
|
Carol
D. Herslow Credit Shelter Trust B
c/o
John H. Herslow, Co-Trustee
3475
Funks Mill Road
Springtown, PA 18081
|
|
Email: |
|
6.2
Survival. Except in the case of Fraud (which shall not be limited by this Section 6.2), the representations and warranties
contained in Section 1.2 and Section 1.3 shall not survive the Closing and shall terminate upon the Closing, except that the representations
set forth in Sections 1.2(b), 1.2(c), 1.2(d), 1.2(g) and 1.2(h) and Sections 1.3(b), 1.3(c), 1.3(g), 1.3(h) and 1.3(i) shall survive until
the expiration of the applicable statute of limitations. The covenants and agreements that by their terms do not contemplate performance
after the Closing shall terminate at the Closing. When used in this Agreement, “Fraud” means, with respect to a party,
an actual and intentional fraud in respect of the making of any representation or warranty set forth in Section 1.2 or Section 1.3, as
applicable, with intent to deceive another party, or to induce that party to enter into this Agreement and requires (i) a false representation
of material fact made in Section 1.2 or Section 1.3, as applicable, (ii) actual knowledge that such representation is false, and (iii)
an intention to induce the party to whom such representation is made to act or refrain from acting in reliance upon it.
6.3
Expenses. All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall
be paid by the party hereto incurring such cost or expense, except that (i) all filing fees paid in respect of the filings under the HSR
Act in connection with this Agreement and the transactions contemplated hereby shall be borne by Buyer and (ii) Buyer shall pay the Selling
Expenses upon Closing on behalf of the Sellers.
6.4
Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with
the Laws of the State of Delaware without giving effect to the principles of conflicts of law. Each of the parties hereto hereby irrevocably
and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware
(or, only if such court declines to accept jurisdiction over a particular matter, then in the United States District Court for the District
of Delaware or, if jurisdiction is not then available in the United States District Court for the District of Delaware (but only in such
event), then in any court sitting of the State of Delaware in New Castle County) and any appellate court from any of such courts (in any
case, the “Delaware Court”) for any Proceeding arising out of or relating to this Agreement or the transactions contemplated
hereby, whether framed in contract, tort or otherwise, and further agrees that service of any process, summons, notice or document by
U.S. mail to its respective address set forth in this Agreement shall be effective service of process for any Proceeding brought against
it in any such court. Each of the parties hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of
any Proceeding arising out of this Agreement or the transactions contemplated hereby in any Delaware Court, and hereby further irrevocably
and unconditionally waives and agrees not to plead or claim in any such court that any such Proceeding brought in any such court has been
brought in an inconvenient forum. EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR
THE TRANSACTIONS CONTEMPLATED HEREBY.
6.5
Successors and Assigns. Neither this Agreement nor any of the rights or obligations under this Agreement shall be assigned,
in whole or in part (except by operation of Law pursuant to a merger whose purpose is not to avoid the provisions of this Agreement),
by any party hereto without the prior written consent of the other parties hereto except that, Buyer may assign or otherwise transfer
any or all of its rights and obligations hereunder to one or more of its Affiliates, but no such assignment shall relieve Buyer of its
obligations under this Agreement if such assignee does not perform such obligation. Subject to the foregoing, this Agreement shall bind
and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns. Any purported assignment
in violation of this Agreement will be void ab initio.
6.6
Counterparts. This Agreement may be executed in separate counterparts, each of which shall be an original and all of which
taken together shall constitute one and the same agreement.
6.7
Remedies. Each party hereto acknowledges that money damages would not be an adequate remedy in the event that any of the
covenants or agreements in this Agreement are not performed in accordance with its terms, and it is therefore agreed that in addition
to and without limiting any other remedy or right it may have, the non-breaching party will have the right to an injunction, temporary
restraining order or other equitable relief in any court of competent jurisdiction enjoining any such breach and enforcing specifically
the terms and provisions hereof,
without proof of damages or otherwise or posting
or securing any bond or other security. All rights, powers and remedies provided under this Agreement or otherwise available in respect
hereof at law or in equity shall be cumulative and not alternative, and the exercise or beginning of the exercise of any thereof by any
party hereto shall not preclude the simultaneous or later exercise of any other such right, power or remedy by such party. Each of parties
hereto agrees that it will not oppose the granting of an injunction, temporary restraining order or other equitable relief on the basis
that the other parties hereto have an adequate remedy at law or an award of specific performance is not an appropriate remedy for any
reason at law or in equity.
6.8
Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective
and valid under applicable Law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect
under any applicable Law in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or
any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal
or unenforceable provision had never been contained herein.
6.9
Entire Agreement. This Agreement (including the Schedules hereto), embodies the complete agreement and understanding among
the parties hereto with respect to the subject matter hereof or thereof and supersede and preempt any prior understandings, agreements
or representations by or among the parties hereto, written or oral, that may have related to the subject matter hereof in any way.
6.10
Interpretation. The headings contained in this Agreement are for convenience only and shall not affect in any way the meaning
or interpretation of this Agreement. Unless the context otherwise requires, whenever the words “include”, “includes”
or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”,
words describing the singular number shall include the plural and vice versa and words denoting any gender shall include all genders.
When a reference is made in this Agreement to Sections or a Schedule, such reference shall be to a Section or Schedule, as applicable,
of this Agreement unless otherwise indicated. The words “hereof”, “hereto”, “hereby”, “herein”
and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to
any particular provision of this Agreement. The words “the date hereof”, “the date of this Agreement” and words
of similar import mean the day and year first set forth above in the preamble to this Agreement. Unless the context otherwise requires,
the terms “neither”, “nor”, “any”, “either” and “or” are not exclusive. The
word “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and such
phrase does not mean simply “if”. References to “days” shall mean “calendar days” unless expressly
stated otherwise. Any reference in this Agreement to a date shall be deemed to be such date or time in the City of New York, New York,
U.S.A., unless otherwise specified. Any Contract referred to herein means such Contract, instrument or Law as from time to time amended,
modified or supplemented. References to any statute shall be deemed to refer to such statute and any rules or regulations promulgated
thereunder. References to a Person are also to its permitted successors and assigns. Each of the parties hereto has participated in the
drafting and negotiation of this Agreement. If an ambiguity or question of
intent or interpretation arises, this Agreement
must be construed as if it is drafted by all the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring
any party by virtue of authorship of any of the provisions of this Agreement.
6.11
Amendments and Waivers. This Agreement may not be amended except by an instrument in writing signed by all parties hereto.
Waiver of any term or condition of this Agreement by any party shall only be effective if in writing and shall not be construed as a waiver
of any subsequent breach or failure of the same term or condition or a waiver of any other term or condition of this Agreement. Buyer
agrees not to amend or otherwise modify, or waive any provision of, any Other Stock Purchase Agreement or the Letter Agreement, in each
case if such amendment, modification or waiver would prevent, impede or materially delay the satisfaction of any condition set forth in
Section 3 hereof, and Buyer further agrees that, with respect to any other amendment, modification or waiver of any Other Stock Purchase
Agreement that is favorable to the other party thereto, Buyer shall not enter into such amendment or modification or provide such waiver
without first offering to Sellers the same amendment, modification or waiver of the corresponding provisions of this Agreement and, if
Sellers desire to enter into such amendment, modification or waiver, doing so simultaneously with the corresponding amendment, modification
or waiver of such Other Stock Purchase Agreement.
6.12
Equityholder Capacity. Each Seller is entering into this Agreement solely in its capacity as a holder of the Pre-Existing
Equity Interests. Nothing in this Agreement shall restrict such Seller or any Affiliate of such Seller in his or her capacity as a director
or officer of the Company from complying with his or her fiduciary duties while acting in such capacity as a director or officer of the
Company.
[Remainder
of page intentionally left blank.]
IN WITNESS WHEREOF, each of
the parties hereto has executed this Agreement as of the date first written above.
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TUNGSTEN 2024 LLC |
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By: |
/s/ John Cote |
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Name:
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John Cote Manager |
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SELLERS: |
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EPHESIANS 3:16 HOLDINGS LLC |
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By: |
/s/ Michele D. Logan |
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Name: |
Michele D. Logan |
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Title: |
Manager |
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/s/ Michele D. Logan |
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Michele D. Logan |
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CAROL D. HERSLOW CREDIT
SHELTER TRUST B |
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By: |
/s/ Michele D. Logan |
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Name: |
Michele D. Logan |
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Title: |
Trustee |
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CAROL D. HERSLOW CREDIT
SHELTER TRUST B |
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By: |
/s/ John H. Herslow |
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Name: |
John H. Herslow |
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Title: |
Trustee |
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EXHIBIT 3
STOCK PURCHASE
AGREEMENT
STOCK PURCHASE AGREEMENT,
dated as of August 7, 2024 (this “Agreement”), by and between the Person (as defined below) set forth on Schedule I
attached hereto (“Seller”) and Tungsten 2024 LLC, a Delaware limited liability company (“Buyer”).
RECITALS
WHEREAS, Seller is (a) the
beneficial and record owner of (i) the number of shares of Class A Common Stock, par value $0.0001 per share (“Class A Shares”),
of CompoSecure, Inc., a Delaware corporation (the “Company”), (ii) the number of shares of Class B Common Stock, par
value $0.0001 per share (“Class B Shares”), of the Company, and (iii) the number of Class B Units (“Class
B Units”) of CompoSecure Holdings L.L.C., a Delaware limited liability company (“Holdings”), in each case,
as set forth opposite Seller’s name on Schedule I attached hereto (such equity interests under clauses (a) through (c) above,
collectively, the “Pre-Exchange Equity Interests”) and (b) are TRA Parties under the Tax Receivable Agreement (the
Seller’s rights under the Tax Receivable Agreement, dated as of December 27, 2021 (the “Tax Receivable Agreement”),
by and among the Company, Holdings and the other parties thereto, the “TRA Rights”);
WHEREAS, upon the terms and
subject to the conditions set forth in this Agreement and the Exchange Agreement, dated as of December 27, 2021 (the “Exchange
Agreement”), by and among the Company, Holdings and such holders of Class B Units from time to time party thereto, and the Second
Amended and Restated Certificate of Incorporation of the Company, dated as of December 27, 2021 (the “Company Charter”),
Seller desires to exchange all the Class B Units set forth opposite Seller’s name on Schedule I attached hereto for Class A Shares,
whereupon all of Seller’s Class B Shares shall be cancelled for no consideration, without any action on the part of any Person (collectively,
the “Exchange”);
WHEREAS, after giving effect
to the Exchange, Seller shall be the beneficial and record owners of the number of Class A Shares set forth opposite Seller’s name
on Schedule I attached hereto (the “Post-Exchange Class A Shares”);
WHEREAS, Seller desires to
sell, and Buyer desires to purchase, the number of Class A Shares set forth on Schedule II attached hereto (the “Purchased Shares”),
subject to the terms and conditions set forth herein;
WHEREAS, concurrently with
the execution and delivery of this Agreement and as a condition to Buyer’s willingness to enter into this Agreement, certain other
Persons (collectively, the “Other Sellers”) are entering into stock purchase agreements with Buyer (the “Other
Stock Purchase Agreements”), pursuant to which (a) the Other Sellers have agreed to exchange all the Class B Units set forth
opposite such Other Sellers’ names on the Schedule I attached to the applicable Other Stock Purchase Agreement and (b) the Other
Sellers have agreed to sell and Buyer has agreed to purchase the Other Sellers’ respective Purchased Shares (as defined in the applicable
Other Stock Purchase Agreement), subject to the terms and conditions set forth in the Other Stock Purchase Agreement to which the applicable
Other Sellers are party; and
WHEREAS, Seller, together
with the Other Sellers, are the holders of all of the currently outstanding Class B Units.
NOW, THEREFORE, for and in
consideration of the mutual promises set forth herein and other valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and upon the terms and subject to the conditions hereof, the parties hereto agree as follows:
SECTION 1.
PURCHASE AND SALE
1.1
Purchase Price; Payment.
(a)
Subject to the terms and conditions contained herein, Seller hereby agrees to sell, transfer and assign to Buyer (or an Affiliate
of Buyer as designated by Buyer), and Buyer hereby agrees to purchase, acquire and accept from Seller the Purchased Shares to be sold
by Seller hereunder for a purchase price of $7.55 per Purchased Share held by Seller, the “Purchase Price”), in each
case, net of Seller’s pro rata portion of the expenses described on Schedule IV (the “Selling Expenses”) and
paid in cash in immediately available funds to the account(s) hereafter designated by Seller. Contemporaneously with the delivery of Seller’s
respective portion of the Purchase Price, Seller will cause to be delivered to Buyer (or its designee) the Purchased Shares to be sold
hereunder by Seller (or evidence of book-entry delivery), free and clear of all security interests, claims, liens and encumbrances of
any nature, including any rights of third parties in or to such interests (other than restrictions on transfer under applicable federal
and state securities Laws). When used in this Agreement, “Affiliate” means, with respect to any Person, any other Person
that directly or indirectly controls, is controlled by or is under common control with such Person. For purposes of the immediately preceding
sentence, the term “control” (including, with correlative meanings, the terms “controlling,” “controlled
by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly,
of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities,
by Contract or otherwise; provided that, for purposes of this Agreement, in no event shall the Company, Holdings or any of their
respective subsidiaries be deemed an Affiliate of Seller hereunder. “Person” means any natural person, corporation,
partnership, limited liability company, joint venture, association, joint-stock company, trust, foundation, unincorporated organization
or government or other agency or political subdivision thereof, or any other entity or group comprised of two or more of the foregoing.
(b)
The closing of the purchase and sale of the Purchased Shares (the “Closing”) will be held at the offices of
Paul, Weiss, Rifkind, Wharton & Garrison LLP, 1285 Avenue of the Americas, New York, NY 10019 or remotely by exchange of documents
and signatures (or their electronic counterparts) as soon as practicable, but not more than two (2) Business Days (as defined below) after
satisfaction (or waiver, if permissible pursuant to applicable Law (as defined below)) of
the conditions set forth in Section 3 (other than conditions that by their nature are to be satisfied and are in fact satisfied at the
Closing), or at such other date, time or place as the parties hereto may mutually agree. The date and time at which the Closing occurs
is referred to as the “Closing Date”. When used in this Agreement, “Business Day” means any day
other than (i) a Saturday or a Sunday, (ii) a day on which banking institutions in New
York City or the Secretary of State of the
State of Delaware is authorized or obligated by Law to be closed or (iii) any day on which the SEC’s Electronic Data Gathering and
Retrieval system is not open to accept filings.
(c)
If, between the date of this Agreement and the Closing Date, any change in the Class A Shares, Class B Shares or Class B Units
shall occur by reason of any reclassification, recapitalization, stock split or combination, special dividend (including stock dividends)
or distribution (other than tax distributions on the Class B Units in the ordinary course of business consistent with the Company’s
past practices and in accordance with the schedule attached hereto as Schedule III), exchange (other than the Exchange) or readjustment
of shares, or a record date for any of the foregoing is established, the number and type of shares deliverable hereunder by Seller shall
be appropriately adjusted.
(d)
Buyer shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to Seller such
amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of applicable tax Law
(it being agreed that, absent a change in applicable Law, no withholding will be required if Seller delivers to Buyer prior to the Closing
an IRS Form W-9 properly completed and duly executed by Seller establishing a complete exemption from U.S. federal withholding tax, including
backup withholding). If Seller cannot establish a complete exemption from U.S. federal withholding tax (including backup withholding),
Seller shall be required to notify Buyer of such fact at least five (5) Business Days (as defined below) prior to the Closing. To the
extent that amounts are so withheld by Buyer (and, in the case of any withholding taxes, remitted to the applicable Governmental Entity
(as defined below)), such withheld amounts shall be treated for all purposes of this Agreement as having been paid to Seller.
1.2
Representations and Warranties of Seller. Seller represents and warrants to Buyer as of the date of this Agreement and the
Closing Date that:
(a)
if Seller is an entity, Seller is duly organized, validly existing and in good standing (as applicable) under the Laws of the jurisdiction
that governs it, and has the full entity power and authority to carry on its business as now conducted and to own its assets;
(b)
Seller has (i) if Seller is an entity, full entity power and authority and (ii) if Seller is a natural person, full power and capacity
to enter into this Agreement and to consummate the transactions contemplated hereby, including to effectuate the Exchange and to sell,
transfer and assign to Buyer all right, title and interest in and to the Purchased Shares to be sold by Seller hereunder and to enter
into the TRA Amendment described in Section 3.2(g);
(c)
(i) as of the date of this Agreement, (A) Schedule I attached hereto sets forth all equity interests in the Company or Holdings
beneficially owned by Seller and (B) Seller has good and valid title to, and is the sole record owner of, the Pre-Exchange Equity
Interests set forth opposite Seller’s name on Schedule I attached hereto and is a TRA Party, and (ii) as of the Closing Date, (A) the
Post-Exchange Class A Shares (including the Purchased Shares) will constitute all equity interests in the Company or Holdings beneficially
owned by Seller and (B) Seller will have good and valid title to, and will be the sole record owner of, the Post-Exchange
Class A Shares (including the Purchased Shares
to be sold hereunder by Seller), in each case of clause (i) and (ii) above, free and clear of all security interests, claims, liens and
encumbrances of any nature, including any rights of third parties in or to such interests (other than restrictions on transfer under applicable
federal and state securities Laws);
(d)
this Agreement has been duly and validly executed and delivered by Seller and, assuming the due execution and delivery thereof
by Buyer, is, and will be, a valid and binding obligation of Seller, enforceable against Seller in accordance with the terms hereof, except
as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting the rights
of creditors generally and by general principles of equity;
(e)
the execution and delivery of this Agreement by Seller, the performance by Seller of its obligations hereunder and the consummation
of the transactions contemplated hereby, will not:
(i)
if Seller is an entity, conflict with or violate the organizational or trust documents of Seller;
(ii)
require any consent, approval, order or authorization of or other action by any United States or foreign federal, state, commonwealth
or other governmental, regulatory or administrative, department, board, bureau, authority, agency, division, instrumentality or commission
or any court of any of the same, in each case, which has jurisdiction over Seller or any of Seller’s Affiliates (each a “Governmental
Entity”), or any registration, qualification, declaration or filing (other than those that have been obtained or made and (A)
any filings required to be made with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act
of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange
Act”); and (B) the compliance with and filings and/or notices under the Hart-Scott-Rodino Antitrust Improvement Act of 1976,
as amended (the “HSR Act”)) with or without notice to any Governmental Entity, in each case on the part of or with
respect to Seller, the absence or omission of which would, either individually or in the aggregate, be materially adverse to, or materially
delay, Seller’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby; provided,
however, that no representation or warranty is made with respect to any of the foregoing which Seller may be required to obtain,
give or make as a result of the specific legal or regulatory status of Buyer or any of its Affiliates or as a result of any other facts
that specifically relate to Buyer or any of its Affiliates;
(iii)
require, on the part of Seller, any consent by or approval of or notice to any other person or entity (other than a Governmental
Entity), the absence or omission of which would, either individually or in the aggregate be materially adverse to, or materially delay,
the Seller’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby; or
(iv)
result (with or without notice, lapse of time or otherwise) in a breach of the terms or conditions of, a default under, a conflict
with, or the acceleration of (or the creation in any Person of any right to cause the acceleration of) any performance by Seller or any
increase in any payment required by Seller,
or the termination, suspension, modification, impairment or forfeiture (or the creation in any Person of any right to cause the termination,
suspension, modification, impairment or forfeiture) of any material rights or privileges of Seller (any such breach, default, conflict,
acceleration, increase, termination, suspension, modification, impairment or forfeiture, a “Violation”) under (x) any
agreement, contract or arrangement, written or oral (collectively, “Contract”), or any judgment, writ, order or decree
(collectively, “Judgment”) to which Seller is a party or by or to which Seller or its properties, assets or any of
Seller’s Pre-Exchange Equity Interests (or, after giving effect to the Exchange, the Post-Exchange Class A Shares (including the
Purchased Shares)) may be subject, bound or affected or (y) any applicable federal, state, local,
municipal, foreign or other law, statute, constitution, principle of common law, ordinance, code, rule, regulation, ruling or other legal
requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental
Entity (collectively, “Law”), assuming all required notifications and filings are made under the HSR Act and
any waiting period (and any extension thereof) under the HSR Act shall have expired or been terminated, in each case of clause (x) and
(y), other than any such Violations as would not, either individually or in the aggregate, have a material adverse effect on Seller’s
ability to consummate the transactions contemplated hereby;
(f)
as of the date hereof, there is no action, suit, investigation or proceeding, governmental, regulatory or otherwise (“Proceeding”),
pending or, to the knowledge of Seller, threatened, against Seller relating to Seller’s Pre-Exchange Equity Interests or the transactions
contemplated by this Agreement;
(g)
Seller (i) is selling the Purchased Shares solely for its own account for investment purposes and not with a view to, or for
offer or sale in connection with, any distribution thereof, (ii) has such knowledge, sophistication and experience in financial and business
matters that Seller is capable of evaluating the merits and risks of entering into this Agreement and consummating the transactions contemplated
hereby, (iii) has relied solely on its own independent investigation in valuing Seller’s Purchased Shares and determining to proceed
with the transactions contemplated by this Agreement, (iv) has not relied on any assertions made by Buyer, any of its Affiliates, or any
Person representing or acting on behalf of Buyer regarding the Company or Holdings, Seller’s Pre-Exchange Equity Interests, Post-Exchange
Class A Shares (including the Purchased Shares), rights under the Tax Receivable Agreement or the valuation thereof, (v) has or had access
to all information that it believes to be necessary, sufficient or appropriate in connection with the transactions contemplated by this
Agreement, (vi) has previously undertaken such independent investigation of the Company and Holdings as in its judgment is appropriate
to make an informed decision with respect to the transactions contemplated by this Agreement, (vii) has made its own decision to consummate
the transactions contemplated by this Agreement based on its own independent review and consultations with such investment, legal, tax,
accounting and other advisers as it has deemed necessary and without reliance on any express or implied representation or warranty of
Buyer and (ix) (A) acknowledges that the Buyer and/or its Affiliates may have, and may later come in possession of, information with respect
to the business, operations, assets, liabilities, financial condition or prospects of the Company, Holdings and their respective subsidiaries
that is not known to Seller and that may be material to a decision to sell the Purchased Shares (the “Buyer Excluded Information”),
(B) has determined to sell the Purchased Shares notwithstanding its lack of knowledge of the Buyer
Excluded Information, and (C) agrees that the
Buyer shall have no liability to Seller, and Seller waives and releases any claims that it might have against the Buyer, with respect
to the non-disclosure of any Buyer Excluded Information in connection with the sale of the Purchased Shares and the transactions contemplated
by this Agreement;
(h)
other than with respect to the Selling Expenses, Seller is not bound by or subject to any Contract with any person that will result
in Buyer being obligated to pay any finder’s fees, brokerage or agent’s commissions or other like payments in connection with
the negotiations leading to this Agreement or the consummation of the transactions contemplated hereby; and
(i)
Seller is a United States person (within the meaning of Section 7701(a)(30) of the Code) eligible to deliver an IRS Form W-9 establishing
a complete exemption from U.S. federal withholding tax.
1.3
Representations of Buyer. Buyer represents and warrants to Seller that as of the date of this Agreement and the Closing
Date that:
(a)
it is duly organized, validly existing and in good standing under the Laws of the jurisdiction that governs it, and has the full
entity power and authority to carry on its business as now conducted and to own its assets;
(b)
this Agreement has been duly and validly executed and delivered by it, and, assuming the due execution and delivery thereof by
each other party hereto, is, and will be, a valid and binding obligation of it, enforceable against it in accordance with the terms hereof,
except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting the
rights of creditors generally and by general principles of equity;
(c)
it has full limited liability company power and authority to enter into this Agreement and to consummate the transactions contemplated
hereby, including to purchase, acquire and accept from Seller all right, title and interest in and to the Purchased Shares;
(d)
the execution and delivery of this Agreement by it, the performance by it of its obligations hereunder and the consummation of
the transactions contemplated hereby, will not:
(i)
conflict with or violate its organizational documents;
(ii)
require any consent, approval, order or authorization of or other action by any Governmental Entity or any registration, qualification,
declaration or filing (other than those that have been obtained or made and (A) any filings required to be made with the SEC under the
Securities Act or the Exchange Act and (B) the compliance with and filings and/or notices under the HSR Act) with or without notice to
any Governmental Entity, in each case on the part of or with respect to it, the absence or omission of which would, either individually
or in the aggregate, be materially adverse to, or materially delay, Buyer’s ability to perform its obligations under this Agreement
or consummate the transactions contemplated hereby; provided,
however, that no representation or warranty
is made with respect to any of the foregoing which Buyer may be required to obtain, give or make as a result of the specific legal or
regulatory status of Seller or any of its Affiliates or as a result of any other facts that specifically relate to Seller or any of its
Affiliates;
(iii)
require, on the part of it, any consent by or approval of or notice to any other person or entity (other than a Governmental Entity),
the absence or omission of which would, either individually or in the aggregate, be materially adverse to, or materially delay, Buyer’s
ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby; or
(iv)
result (with or without notice, lapse of time or otherwise) in a breach of the terms or conditions of, a default under, a conflict
with, or the acceleration of (or the creation in any Person of any right to cause the acceleration of) any performance of any obligation
by it or any increase in any payment required by it, or the termination, suspension, modification, impairment or forfeiture (or the creation
in any Person of any right to cause the termination, suspension, modification, impairment or forfeiture) of any material rights or privileges
of it under (x) any Contract or any Judgment to which it is a party or by or to which it, its properties or its assets may be subject,
bound or affected or (y) any applicable Law, assuming all required notifications and filings are made under the HSR Act and any waiting
period (and any extension thereof) under the HSR Act and the rules and regulations promulgated thereunder applicable to the transactions
contemplated hereby shall have expired or been terminated, in each case of clause (x) and (y), other than any such Violations as would
not, either individually or in the aggregate, be materially adverse to, or materially delay, Buyer’s ability to perform its obligations
under this Agreement or consummate the transactions contemplated hereby;
(e)
as of the date hereof, there is no Proceeding pending or, to its knowledge, threatened, against it relating to the transactions
contemplated by this Agreement;
(f)
it has as of the date hereof, and it will have at all times through the Closing, access to sufficient unrestricted assets (and
will have at the Closing, access to sufficient unrestricted funds) to consummate the purchase of the Purchased Shares hereunder and the
transactions contemplated by the Other Stock Purchase Agreements (it being agreed that, without limiting the foregoing, in no event shall
the receipt or availability of any funds or financing by Buyer or any of its Affiliates be a condition to any of the obligations of Buyer
hereunder);
(g)
it (i) is acquiring the Purchased Shares solely for its own account for investment purposes and not with a view to, or for offer
or sale in connection with, any distribution thereof, (ii) is an “accredited investor” as defined under Section 501 of the
Securities Act, (ii) has such knowledge, sophistication and experience in financial and business matters that it is capable of evaluating
the merits and risks of entering into this Agreement and consummating the transactions contemplated hereby, (iii) (x) is relying on its
own due diligence and review of the business, operations, assets, liabilities, financial condition and prospects of the Company, Holdings
and their respective subsidiaries and value of the Purchased Shares, (y) has not relied on any assertions made by Seller, any of Seller’s
Affiliates, or any Person representing or acting on behalf of Seller with respect to the foregoing, and (z) acknowledges that Seller does
not make any
representation or warranty of any kind except
as expressly set forth in Section 1.2, and Seller specifically makes no representation or warranty of any kind regarding the business,
operations, assets, liabilities, financial condition or prospects of the Company, Holdings and their respective subsidiaries or the value
of the Purchased Shares, (iv) has previously undertaken such independent investigation of the Company and Holdings as in its judgment
is appropriate to make an informed decision with respect to the transactions contemplated by this Agreement, (vii) has made its own decision
to consummate the transactions contemplated by this Agreement based on its own independent review and consultations with such investment,
legal, tax, accounting and other advisers as it has deemed necessary, and (viii) acknowledges that (x) the sale of the Purchased Shares
by Seller was privately negotiated in an independent transaction, (y) the Purchased Shares are being sold by Seller in reliance on a private
placement exemption from registration under the Securities Act, and (z) the Purchased Shares will bear customary restricted legends limiting
their transfer in compliance with the Securities Act;
(h)
it (i) has or had access to all information that it believes to be necessary, sufficient or appropriate in connection with the
transactions contemplated by this Agreement, (ii) acknowledges that Seller and/or Seller’s Affiliates may have, and may later come
in possession of, information with respect to the business, operations, assets, liabilities, financial condition or prospects of the Company,
Holdings and their respective subsidiaries that is not known to Buyer and that may be material to a decision to acquire the Purchased
Shares (the “Seller Excluded Information”), (iii) has determined to acquire the Purchased Shares notwithstanding its
lack of knowledge of the Seller Excluded Information, and (iv) agrees that the Seller shall have no liability to Buyer, and Buyer waives
and releases any claims that it might have against Seller, with respect to the non-disclosure of any Seller Excluded Information in connection
with the sale of the Purchased Shares and the transactions contemplated by this Agreement;
(i)
it is not bound by or subject to any Contract with any person which will result in Seller being obligated to pay any finder’s
fees, brokerage or agent’s commissions or other like payments in connection with the negotiations leading to this Agreement or the
consummation of the transactions contemplated hereby; and
(j)
neither it, nor any of its Affiliates, owns any interest in any Person that (a) derives a portion of its revenues from products
or (b) is developing products, services, technologies, intellectual property or other know-how in the same markets in which the Company,
Holdings and their respective subsidiaries operate that (i) would reasonably be expected to impose any material delay in the obtaining
of, or material risk of not obtaining, any consent, authorization, order or approval of any Governmental Entity of competent jurisdiction
necessary to consummate the transactions contemplated by this Agreement or the expiration or termination of any applicable waiting period
under the HSR Act, (ii) materially increase the risk of any Governmental Entity of competent jurisdiction entering an order prohibiting
the consummation of the transactions contemplated by this Agreement, or (iii) prevent the consummation of the transactions contemplated
by this Agreement.
SECTION 2.
DELIVERIES AT CLOSING
2.1
Seller’s Deliveries. At the Closing, Seller shall deliver or cause to be delivered to Buyer (or its designee(s)) the
following:
(a)
one or more certificates representing the Purchased Shares to be sold by Seller hereunder, accompanied by duly executed instruments
of transfer in the name of Buyer (or its designee(s)) as transferee or duly endorsed in blank, together with stock transfer tax stamps
attached (if applicable) and/or written confirmation, or other evidence reasonably satisfactory to Buyer that such Purchased Shares have
been deposited by book entry transfer to an account of Buyer (or its designee(s)), which account shall have been identified to Seller
in writing by Buyer three (3) Business Days prior to the Closing Date, maintained with a bank, brokerage firm or other financial institution
or with the Company’s transfer agent;
(b)
an IRS Form W-9 properly completed and duly executed by Seller;
(c)
If Seller is a Transferee (as defined below) that was not party to any Exchange, evidence reasonably satisfactory to Buyer that,
at the time of such Exchange, the Transferor delivered to the Company a properly completed and duly executed IRS Form W-9 establishing
a complete exemption from U.S. federal withholding tax, including backup withholding (or otherwise made the Company whole for any withholding
required in connection with such Exchange); and
(d)
one or more certificates, executed by Seller or one or more duly authorized representatives thereof, as the case may be, as to
the matters referred to in Sections 3.2(a) and 3.2(b).
2.2
Buyer Deliveries. At the Closing, Buyer shall deliver or cause to be delivered to Seller (or Seller’s designees) the
following:
(a)
the aggregate respective portion of the Purchase Price in cash, subject to Section 1.1(d) of this Agreement, to an account designated
for Seller by wire transfer of immediately available funds. At least three (3) Business Days prior to the Closing Date, Seller shall provide
Buyer with written notice of wire transfer instructions for delivery of Seller’s portion of the Purchase Price; and
(b)
a certificate, executed by a duly authorized officer of Buyer, as to the matters referred to in Sections 3.3(a) and 3.3(b).
SECTION 3.
CONDITIONS TO CLOSING
3.1
Conditions to Each Party’s Obligations. The respective obligations of Buyer and Seller to consummate the transactions
contemplated by this Agreement are subject to the satisfaction (or waiver, if permissible pursuant to applicable Law) of the following
conditions:
(a)
No Legal Restraints. No judgment, decree, injunction or order, preliminary, temporary or permanent, and no binding order
or determination by any Governmental
Entity of competent jurisdiction will be in
effect, and no Law shall be enacted, enforced or deemed applicable by a Governmental Entity of competent jurisdiction, which makes illegal,
prohibits or would prevent the consummation of the transactions contemplated by this Agreement.
(b)
HSR Clearance. Any waiting period (and any extension thereof) under the HSR Act and the rules and regulations promulgated
thereunder applicable to the transactions contemplated hereby, shall have expired or been terminated.
3.2
Conditions to Buyer’s Obligations. The obligation of Buyer to consummate the purchase of the Purchased Shares contemplated
by this Agreement is subject to the satisfaction of the following conditions, any of which may be waived (if permissible pursuant to applicable
Law) in writing by Buyer:
(a)
Representations and Warranties. The representations and warranties of Seller: (i) set forth in Section 1.2(c) shall be true
and correct in all respects (except for any inaccuracies that individually or in the aggregate are de minimis) as of the date of
this Agreement and the Closing Date as though made as of such date (except to the extent that any such representation and warranty expressly
speaks as of an earlier date, in which case such representation and warranty shall be so true and correct only as of such earlier date);
and (ii) set forth in Section 1.2 (other than Section 1.2(c)) shall be true and correct in all material respects as of the date of
this Agreement and as of the Closing Date as though made as of such date (disregarding all “materiality” and similar qualifications
contained in such representations and warranties, and except to the extent that any such representation and warranty expressly speaks
as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects only as of such
earlier date).
(b)
Performance. Seller shall have performed in all material respects all its obligations hereunder to be performed by Seller
at or prior to the Closing Date.
(c)
Deliveries. Seller’s deliveries, set forth in Section 2.1, shall have been delivered.
(d)
No Takeover Defenses Implemented; Operations in the Ordinary Course. Between the date of this Agreement and the Closing,
the Company or the board of directors of the Company (the “Board”) shall not have adopted, approved or implemented,
or taken any action to adopt, approve or implement, any shareholder rights plan (as such term is commonly understood in connection with
corporate transactions), any “moratorium,” “control share,” “fair price,” “takeover” or
“interested stockholder” provision or any other similar plan, agreement or provision that would cause Buyer to incur or suffer
a material economic detriment as a result of Buyer’s inability to continue to hold or acquire additional Class A Shares following
the Closing or that would have an adverse effect on the ability of the Buyer Designees (as defined below) to continue to serve on the
Board. Between the date of this Agreement and the Closing, the Company shall have complied with the covenants set forth in the second
sentence of Section 5 of that certain letter agreement between the Company and Buyer dated as of the date hereof (the “Letter
Agreement”).
(e)
Board Matters. Subject to and effective upon the Closing, each of David Cote, Tom Knott and four other individuals designated
by Buyer (such six individuals, or any substitutes therefor designated by Buyer, collectively, the “Buyer Designees”)
shall be appointed as members of the Board, the size of the Board shall be eleven, and the Buyer Designees shall constitute a majority
of the Board.
(f)
Majority Shares to be Acquired. Subject to and immediately following the Closing, and taking into account the consummation
of the transactions under the Other Stock Purchase Agreements to occur contemporaneously with the Closing, Buyer shall hold a majority
of the Class A Shares and no Class B Units shall remain outstanding.
(g)
TRA; TRA Amendment. No Change of Control (as defined in the Tax Receivable Agreement) shall have occurred pursuant to the
Tax Receivable Agreement as of the Closing Date, and the amendment to the Tax Receivable Agreement, by and among the Company and the other
parties thereto (the “TRA Amendment”), delivered to Buyer prior to the date hereof shall become effective upon the
Closing.
(h)
Termination of Stockholders Agreement. The termination of the Stockholders Agreement, dated as of December 27, 2021 (the
“Stockholders Agreement”), by and among the Company and the other parties thereto, delivered to Buyer prior to the
date hereof shall become effective upon the Closing.
(i)
Company Non-Contravention. The representations and warranties of the Company set forth in Section 11(c)(ii) of the Letter
Agreement shall be true and correct in all material respects as of the Closing Date as though made as of such date.
3.3
Conditions of Seller’s Obligations. The obligation of Seller to consummate the transactions contemplated by this Agreement
is subject to the satisfaction of the following conditions, any of which may be waived (if permissible pursuant to applicable Law) in
writing by Seller:
(a)
Representations and Warranties. The representations and warranties of Buyer set forth in Section 1.3 shall be true and correct
in all material respects as of the date of this Agreement and as of the Closing Date as though made as of such date (disregarding all
“materiality” and similar qualifications contained in such representations and warranties, and except to the extent that any
such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true
and correct in all material respects only as of such earlier date).
(b)
Performance. Buyer shall have performed in all material respects all of its obligations hereunder to be performed by it
at or prior to the Closing Date.
(c)
Deliveries. The Buyer’s deliveries, set forth in Section 2.2, shall have been delivered to Seller (or Seller’s
designees).
3.4
Frustration of Conditions. Neither Buyer, on the one hand, nor Seller, on the other hand, may rely on the failure of any
condition set forth in Section 3.1, Section 3.2 or
Section 3.3, as the case may be, to be satisfied
(or to be able to be satisfied) to excuse it from its obligation to effect the transactions contemplated hereby if such failure (or inability
to be satisfied) was caused by such party’s breach or other failure to comply with or perform its obligations or enforce it rights
under this Agreement or, in the case of Buyer, under the Other Stock Purchase Agreements.
SECTION 4.
COVENANTS
4.1
Regulatory
Efforts. Each party hereto shall, as promptly as possible, use its reasonable best efforts to obtain, or cause to be obtained, all
consents, authorizations, orders and approvals from all Governmental Entities that may be or become necessary for the performance of
its obligations pursuant to this Agreement. Each party hereto shall cooperate fully with the other parties hereto and their respective
Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. Buyer agrees to make an appropriate
notification pursuant to the HSR Act with respect to the transactions contemplated by this Agreement and the Other Stock Purchase Agreements
as promptly as practicable after the date hereof, and in any event not later than the date that is five (5) Business Days after the date
of this Agreement, and to supply as promptly as practicable to the appropriate Governmental Entity any additional information and documentary
material that may be requested pursuant to the HSR Act. Without limiting the generality of the foregoing, each of the parties hereto
shall use reasonable best efforts to (a) respond to any inquiries by any Governmental Entity regarding antitrust or other matters
with respect to the transactions contemplated by this Agreement; and (b) avoid the imposition of any order or the taking of any action
that would restrain, alter or enjoin the transactions contemplated by this Agreement; and in the event any order from a Governmental
Entity adversely affecting the ability of the parties to consummate the transactions contemplated by this Agreement has been issued,
to have such order vacated or lifted; provided, that notwithstanding the foregoing, this Section 4.1 shall not require Buyer to
take any action on the part of Buyer that would reasonably result in a requirement for Buyer to dispose of the Purchased Shares or that
would materially limit the voting rights or the economic benefits of the Purchased Shares. Buyer and Seller shall promptly furnish each
other, to the extent permitted by applicable Laws, with copies of written communications received by them or their Affiliates from, or
delivered by any of the foregoing to, any Governmental Entity in respect of the transactions contemplated by this Agreement. Buyer shall
not enter into, or permit any Affiliate to enter into, any definitive agreement to acquire any business or any corporation, partnership,
limited liability company, joint venture or other business organization or division thereof if the entering into of a definitive agreement
relating to, or the consummation of, such acquisition would reasonably be expected to (i) impose any material delay in the obtaining
of, or materially increase the risk of not obtaining, any consent, authorization, order or approval of any Governmental Entity of competent
jurisdiction necessary to consummate the transactions contemplated by this Agreement or the expiration or termination of any applicable
waiting period under the HSR Act, (ii) materially increase the risk of any Governmental Entity of competent jurisdiction entering an
order prohibiting the consummation of the transactions contemplated by this Agreement or (iii) prevent the consummation of the transactions
contemplated by this Agreement.
4.2
Exchange. At least five (5) Business Days prior to the Closing, subject to and in accordance with Section 2.1 of the Exchange
Agreement, Seller shall (a) deliver to Holdings
and the Company (with a copy delivered to Buyer)
(i) an Exchange Notice (as defined in the Exchange Agreement) to effect the Exchange of all Class B Units then held by Seller, which Exchange
Notice shall specify that, (A) at Seller’s election, the Exchange is contingent upon the Closing and (B) the Date of Exchange (as
defined in the Exchange Agreement) shall be no later than the Closing Date, and (ii) if Seller is legally eligible to do so, an IRS Form
W-9 properly completed and duly executed establishing a complete exemption from U.S. federal withholding tax (including backup withholding)
and (b) surrender or, in the absence of such surrender, be deemed to have surrendered, such Class B Units to Holdings (and surrender for
cancellation one or more stock certificates (if certificated) or instructions and stock powers (if uncertificated) to the Company representing
a corresponding number of Class B Shares) (in each case, free and clear of all security interests, claims, liens and encumbrances of any
nature, including any rights of third parties in or to such interests other than restrictions set forth in the Second Amended and Restated
Limited Liability Company Agreement of Holdings, dated as of December 27, 2021 (the “Holdings LLC Agreement”) and as may arise
under applicable federal and state securities Laws).
4.3
Transfer Restrictions. From the date of this Agreement until the earlier of the Closing Date or the termination of this
Agreement pursuant to Section 5, except for the purchase and sale of the Purchased Shares contemplated by this Agreement, Seller shall
not Transfer (as defined below) (or cause or permit the Transfer of) any of its Pre-Exchange Equity Interests, Post-Exchange Class A Shares
(including the Purchased Shares) or TRA Rights or enter into any agreement relating thereto, except with Buyer’s prior written consent;
provided that Seller may Transfer any of its Pre-Exchange Equity Interests, Post-Exchange Class A Shares (including the Purchased Shares)
or TRA Rights to a controlled Affiliate that is eligible to deliver an IRS Form W-9 establishing a complete exemption from U.S. federal
withholding tax (including backup withholding) if, as a precondition to such Transfer, such controlled Affiliate transferee agrees in
writing to be bound by the terms of, and to assume all of the obligations of Seller under, this Agreement by executing and delivering
a joinder agreement in form and substance reasonably acceptable to Buyer (any such controlled Affiliate upon completion of the Transfer,
a “Transferee” and Seller, the “Transferor”). Any Transfer or attempted Transfer of any such Pre-Exchange Equity
Interests, Post-Exchange Class A Shares (including the Purchased Shares) or TRA Rights in violation of this Section 4.3 shall be null
and void and of no effect whatsoever. A Person will be deemed to have effected a “Transfer” of a Pre-Exchange Equity Interest,
Post-Exchange Class A Shares (including the Purchased Shares) or TRA Right if such Person, whether voluntarily or involuntarily, directly
or indirectly (a) sells, pledges, assigns, gifts, grants an option with respect to, transfers, exchanges, tenders or disposes (by merger,
by testamentary disposition, by operation of Law or otherwise) of a Pre-Exchange Equity Interest, Purchased Share, TRA Right or any interest
in any of the foregoing (other than the Exchange), (b) creates or permits to exist any security interests, claims, liens and encumbrances
of any nature, including any rights of third parties in or to such interests (other than pursuant to the Tax Receivable Agreement, the
Holdings LLC Agreement or restrictions on transfer under applicable federal and state securities Laws), (c) deposits any of the Pre-Exchange
Equity Interests, Post-Exchange Class A Shares (including the Purchased Shares) or TRA Rights into a voting trust or enters into a voting
agreement or arrangement or grants any proxy, power of attorney or other authorization with respect thereto that, in each case, is inconsistent
with this Agreement, or (d) agrees or commits (whether or not in writing) to take any of the actions referred to in the foregoing clauses
(a) through (c).
4.4
Public Announcements. The parties hereto agree that the initial press release to be issued with respect to the transactions
contemplated by this Agreement shall be in the form heretofore agreed to by the parties hereto. Prior to the Closing, Buyer and Seller
shall, to the extent at all reasonably practicable, consult with the other parties hereto before making, and give such other parties hereto
a reasonable opportunity to review and comment upon, any press release or other public statements with respect to this Agreement and the
transactions contemplated hereby, shall consider in good faith such other parties’ comments and shall not issue any such press release
or make any such public statement prior to such reasonably practicable consultation, except as may be required by applicable Law, court
process or by obligations pursuant to any listing agreement with any national securities exchange or national securities quotation system;
provided, that the foregoing shall not apply to any press release or other public statement so long as the statements contained
therein concerning this Agreement and the other transactions contemplated hereby substantially reiterate (and are not inconsistent with)
previous releases or statements made by the applicable party with respect to which such party has complied with the provisions of this
sentence.
4.5
Exclusivity. During the period from the date of this Agreement through the Closing or the earlier termination of this Agreement
pursuant to Section 5, Seller shall not, and shall cause Seller’s Affiliates and representatives to not, directly or indirectly,
(a) solicit, initiate or knowingly encourage the initiation of any Acquisition Proposal (as defined below), (b) other than as permitted
pursuant to this Section 4.5, furnish to any Person (other than Buyer or its designees) any information relating to the sale of the Pre-Exchange
Equity Interests or Post-Exchange Class A Shares (including the Purchased Shares), or afford to any Person (other than Buyer or its designees)
access to the business, properties, assets, books, records or other non-public information relating to the business of the Company and
Holdings, in any such case with the intent to induce the making, submission or announcement of an Acquisition Proposal, or (c) participate
or engage in any discussions or negotiations with any third party regarding, or enter into any Contract in respect of, any Acquisition
Proposal. Seller shall, and shall cause Seller’s Affiliates and representatives to, (i) immediately cease and cause to be terminated
any existing discussions or negotiations with any Person (other than Buyer or its designees) conducted heretofore with respect to any
Acquisition Proposal and (ii) as promptly as practicable request that each Person (other than Buyer or its designees) that has previously
executed a confidentiality or similar agreement with Seller or Seller’s Affiliates in connection with its consideration of an Acquisition
Proposal return to Seller or Seller’s Affiliates or destroy any nonpublic information previously furnished or made available to
such Person or any of its representatives by or on behalf of Seller, Seller’s Affiliates or their representatives in accordance
with the terms of the confidentiality agreement in place with such Person and terminate any data room access from any such Person and
its representatives. When used in this Agreement, “Acquisition Proposal” means any inquiry, proposal or offer from
any Person (other than Buyer) relating to any (a) direct or indirect acquisition (whether in a single transaction or a series of related
transactions) of all or a material portion of the assets of the business of the Company and Holdings (other than sales of inventory in
the ordinary course of business), (b) direct or indirect acquisition (whether in a single transaction or a series of related transactions)
of any of the Company, Holdings and their subsidiaries, or (c) merger, consolidation, share exchange, business combination, recapitalization,
liquidation, dissolution or similar transaction involving the business of the Company and Holdings or any of their subsidiaries, in each
case, other than the transactions contemplated by this Agreement.
4.6
Voting. From and after the Closing, for so long as Seller beneficially owns Class A Shares received by Seller in the Exchange,
Seller hereby agrees that it shall vote such Class A Shares in favor of the election of the Buyer Designees to the Board at any meeting
of stockholders of the Company held for the purposes of electing directors to the Board, (b) shall not nominate any individual for election
to the Board in lieu of, or in a contested election with, a Buyer Designee or any other nominees recommended by the Board for election
and (c) shall vote on all other matters that may become before a meeting of stockholders of the Company in accordance with the recommendations
of the Board.
4.7
Spousal Consent. If Seller is a married individual and any of its Pre-Exchange Equity Interests or, after giving effect
to the Exchange, its Post-Exchange Class A Shares (including the Purchased Shares) constitutes community property or otherwise need spousal
or other approval for this Agreement to be legal, valid and binding, Seller shall deliver to Buyer, concurrently herewith, a duly executed
consent of such Stockholder’s spouse, in the form attached hereto as Schedule V.
4.8
Further Assurances. Subject to Section 4.1, each party hereto shall reasonably cooperate with the other parties hereto and
use its reasonable best efforts to promptly take, or cause to be taken, all actions, and do, or cause to be done, all things reasonably
necessary, proper or advisable to cause the conditions to the Closing to be satisfied as promptly as practicable and to consummate the
transactions contemplated hereby and, with respect to Buyer, the transactions contemplated by the Other Stock Purchase Agreements; provided,
however, nothing in this Section 4.8 shall require any party to waive any condition to Closing set forth in Section 3. If, subsequent
to the Closing Date, further documents are reasonably requested in order to carry out the provisions and purposes of this Agreement, the
parties hereto shall execute and deliver such further documents.
SECTION 5.
TERMINATION
5.1
Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior
to the Closing:
(a)
by mutual written consent of Seller and Buyer;
(b)
by Seller or Buyer, if the Closing shall not have occurred before November 5, 2024 (the “End Date”); provided,
that the right to terminate this Agreement pursuant to this Section 5.1(b) shall not be available to any party hereto whose failure to
fulfill any obligation under this Agreement has principally caused or resulted in the failure of the Closing to occur on or before the
End Date;
(c)
by Buyer or Seller, if there shall be any Law that makes consummation of the transactions contemplated by this Agreement illegal
or otherwise prohibited or if any Judgment enjoining Buyer or Seller from consummating the transactions contemplated by this Agreement
is entered and such Judgment shall become final and non-appealable (any such Judgment, a “Legal Restraint”); provided,
that the right to terminate this Agreement pursuant to this Section 5.1(c) shall not be available to any party hereto whose failure to
fulfill any obligation
under Section 4.1 has principally caused or
resulted in the imposition of such Legal Restraint or the failure of such Legal Restraint to be resisted, resolved or lifted;
(d)
by Buyer, if there has been a material breach by Seller of any of its representations, warranties, covenants or agreements contained
in this Agreement and such breach shall not have been cured within ten (10) Business Days after written notice thereof shall have been
received by Seller; provided, however, that the right to so terminate this Agreement pursuant to this Section 5.1(d) shall
not be available to Buyer to the extent that Buyer is then in breach or failed to perform any of Buyer’s representations, warranties,
covenants or obligations set forth in this Agreement, which breach or failure to perform would give rise to the failure of a condition
set forth in Section 3.3; and
(e)
by Seller, if there has been a material breach by Buyer of any of its representations, warranties, covenants or agreements contained
in this Agreement and such breach shall not have been cured within ten (10) Business Days after written notice thereof shall have been
received by Buyer; provided, however, that the right to so terminate this Agreement pursuant to this Section 5.1(e) shall
not be available to Seller to the extent that Seller is then in breach or failed to perform any of Seller’s representations, warranties,
covenants or obligations set forth in this Agreement, which breach or failure to perform would give rise to the failure of a condition
set forth in Section 3.2.
The party hereto desiring
to terminate this Agreement pursuant to this Section 5.1 (other than Section 5.1(a)) shall give written notice of such termination to
the other parties hereto in accordance with Section 6.1, specifying the provision of this Section 5.1 pursuant to which such termination
is effected.
5.2
Effect of Termination. In the event of any termination of this Agreement pursuant to Section 5.1, this Agreement shall be
terminated, and there shall be no further liability or obligation hereunder or thereunder on the part of any party hereto; provided,
however, that nothing contained in this Agreement (including this Section 5.2) will relieve any party from liability for any Willful
and Material Breach of any of its representations, warranties, covenants or agreements set forth in this Agreement. When used in this
Agreement, “Willful and Material Breach” means a material breach that is the consequence of an act or omission by the
breaching party with the actual knowledge that the taking of such act or failure to take such act would cause or constitute such material
breach.
SECTION 6.
MISCELLANEOUS
6.1
Notice. Any notice, request, claim, demand or other communication under this Agreement shall be in writing, shall be either
personally delivered, delivered by email transmission or sent by reputable overnight courier service (charges prepaid) to the address
for such party set forth below or such other address as the recipient party has specified by prior written notice to the other parties
hereto and shall be deemed to have been given immediately upon personal delivery, on the date of receipt, if delivered by email transmissions
(to the extent that no “bounce back” or similar message indicating non-delivery is received with respect thereto) or one (1)
day after deposit with a reputable overnight courier service.
If to the Buyer:
|
Tungsten 2024 LLC 445 Park Ave 15th Floor
New York, NY 10222
|
|
Attention: |
Tom Knott |
|
Email: |
|
with a copy to:
|
Paul, Weiss, Rifkind, Wharton & Garrison
LLP
1285 Avenue of the Americas
New York, NY 10019-6064
|
|
Attention: |
Scott A. Barshay and Laura C.
Turano |
|
Email: |
sbarshay@paulweiss.com; lturano@paulweiss.com |
If to Seller:
|
CompoSecure
Employee, LLC
44
Beechcroft Road
Short Hills, NJ 07078
|
|
Attention: |
Jonathan C. Wilk |
|
Email: |
|
6.2
Survival. Except in the case of Fraud (which shall not be limited by this Section 6.2), the representations and warranties
contained in Section 1.2 and Section 1.3 shall not survive the Closing and shall terminate upon the Closing, except that the representations
set forth in Sections 1.2(b), 1.2(c), 1.2(d), 1.2(g) and 1.2(h) and Sections 1.3(b), 1.3(c), 1.3(g), 1.3(h) and 1.3(i) shall survive until
the expiration of the applicable statute of limitations. The covenants and agreements that by their terms do not contemplate performance
after the Closing shall terminate at the Closing. When used in this Agreement, “Fraud” means, with respect to a party,
an actual and intentional fraud in respect of the making of any representation or warranty set forth in Section 1.2 or Section 1.3, as
applicable, with intent to deceive another party, or to induce that party to enter into this Agreement and requires (i) a false representation
of material fact made in Section 1.2 or Section 1.3, as applicable, (ii) actual knowledge that such representation is false, and (iii)
an intention to induce the party to whom such representation is made to act or refrain from acting in reliance upon it.
6.3
Expenses. All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall
be paid by the party hereto incurring such cost or expense, except that (i) all filing fees paid in respect of the filings under the HSR
Act in connection with this Agreement and the transactions contemplated hereby shall be borne by Buyer and (ii) Buyer shall pay the Selling
Expenses upon Closing on behalf of Seller.
6.4
Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with
the Laws of the State of Delaware without giving effect to the principles of conflicts of law. Each of the parties hereto hereby irrevocably
and
unconditionally submits, for itself and its
property, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, only if such court declines to accept jurisdiction
over a particular matter, then in the United States District Court for the District of Delaware or, if jurisdiction is not then available
in the United States District Court for the District of Delaware (but only in such event), then in any court sitting of the State of Delaware
in New Castle County) and any appellate court from any of such courts (in any case, the “Delaware Court”) for any Proceeding
arising out of or relating to this Agreement or the transactions contemplated hereby, whether framed in contract, tort or otherwise, and
further agrees that service of any process, summons, notice or document by U.S. mail to its respective address set forth in this Agreement
shall be effective service of process for any Proceeding brought against it in any such court. Each of the parties hereto hereby irrevocably
and unconditionally waives any objection to the laying of venue of any Proceeding arising out of this Agreement or the transactions contemplated
hereby in any Delaware Court, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court
that any such Proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE PARTIES HERETO IRREVOCABLY AND
UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
6.5
Successors and Assigns. Neither this Agreement nor any of the rights or obligations under this Agreement shall be assigned,
in whole or in part (except by operation of Law pursuant to a merger whose purpose is not to avoid the provisions of this Agreement),
by any party hereto without the prior written consent of the other parties hereto except that, Buyer may assign or otherwise transfer
any or all of its rights and obligations hereunder to one or more of its Affiliates, but no such assignment shall relieve Buyer of its
obligations under this Agreement if such assignee does not perform such obligation. Subject to the foregoing, this Agreement shall bind
and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns. Any purported assignment
in violation of this Agreement will be void ab initio.
6.6
Counterparts. This Agreement may be executed in separate counterparts, each of which shall be an original and all of which
taken together shall constitute one and the same agreement.
6.7
Remedies. Each party hereto acknowledges that money damages would not be an adequate remedy in the event that any of the
covenants or agreements in this Agreement are not performed in accordance with its terms, and it is therefore agreed that in addition
to and without limiting any other remedy or right it may have, the non-breaching party will have the right to an injunction, temporary
restraining order or other equitable relief in any court of competent jurisdiction enjoining any such breach and enforcing specifically
the terms and provisions hereof, without proof of damages or otherwise or posting or securing any bond or other security. All rights,
powers and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and
not alternative, and the exercise or beginning of the exercise of any thereof by any party hereto shall not preclude the simultaneous
or later exercise of any other such right, power or remedy by such party. Each of parties hereto agrees that it will
not oppose the granting of an injunction, temporary
restraining order or other equitable relief on the basis that the other parties hereto have an adequate remedy at law or an award of specific
performance is not an appropriate remedy for any reason at law or in equity.
6.8
Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective
and valid under applicable Law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect
under any applicable Law in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or
any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal
or unenforceable provision had never been contained herein.
6.9
Entire Agreement. This Agreement (including the Schedules hereto), embodies the complete agreement and understanding among
the parties hereto with respect to the subject matter hereof or thereof and supersede and preempt any prior understandings, agreements
or representations by or among the parties hereto, written or oral, that may have related to the subject matter hereof in any way.
6.10
Interpretation. The headings contained in this Agreement are for convenience only and shall not affect in any way the meaning
or interpretation of this Agreement. Unless the context otherwise requires, whenever the words “include”, “includes”
or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”,
words describing the singular number shall include the plural and vice versa and words denoting any gender shall include all genders.
When a reference is made in this Agreement to Sections or a Schedule, such reference shall be to a Section or Schedule, as applicable,
of this Agreement unless otherwise indicated. The words “hereof”, “hereto”, “hereby”, “herein”
and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to
any particular provision of this Agreement. The words “the date hereof”, “the date of this Agreement” and words
of similar import mean the day and year first set forth above in the preamble to this Agreement. Unless the context otherwise requires,
the terms “neither”, “nor”, “any”, “either” and “or” are not exclusive. The
word “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and such
phrase does not mean simply “if”. References to “days” shall mean “calendar days” unless expressly
stated otherwise. Any reference in this Agreement to a date shall be deemed to be such date or time in the City of New York, New York,
U.S.A., unless otherwise specified. Any Contract referred to herein means such Contract, instrument or Law as from time to time amended,
modified or supplemented. References to any statute shall be deemed to refer to such statute and any rules or regulations promulgated
thereunder. References to a Person are also to its permitted successors and assigns. Each of the parties hereto has participated in the
drafting and negotiation of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement must be construed
as if it is drafted by all the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by
virtue of authorship of any of the provisions of this Agreement.
6.11
Amendments and Waivers. This Agreement may not be amended except by an instrument in writing signed by all parties hereto.
Waiver of any term or condition of this Agreement by any party shall only be effective if in writing and shall not be construed as a waiver
of any subsequent breach or failure of the
same term or condition or a waiver of any other term or condition of this Agreement. Buyer agrees not to amend or otherwise modify, or
waive any provision of, any Other Stock Purchase Agreement or the Letter Agreement, in each case if such amendment, modification or waiver
would prevent, impede or materially delay the satisfaction of any condition set forth in Section 3 hereof, and Buyer further agrees that,
with respect to any other amendment, modification or waiver of any Other Stock Purchase Agreement that is favorable to the other party
thereto, Buyer shall not enter into such amendment or modification or provide such waiver without first offering to Seller the same amendment,
modification or waiver of the corresponding provisions of this Agreement and, if Seller desires to enter into such amendment, modification
or waiver, doing so simultaneously with the corresponding amendment, modification or waiver of such Other Stock Purchase Agreement.
6.12
Equityholder Capacity. Seller is entering into this Agreement solely in its capacity as a holder of the Pre-Existing Equity
Interests. Nothing in this Agreement shall restrict Seller or any Affiliate of Seller in his or her capacity as a director or officer
of the Company from complying with his or her fiduciary duties while acting in such capacity as a director or officer of the Company.
[Remainder
of page intentionally left blank.]
IN WITNESS WHEREOF, each of
the parties hereto has executed this Agreement as of the date first written above.
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TUNGSTEN 2024 LLC |
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By: |
/s/ John Cote |
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Name:
Title: |
John Cote Manager |
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COMPOSECURE EMPLOYEE,
L.L.C. |
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By: |
/s/ Jonathan C. Wilk |
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Name:
Title: |
Jonathan C. Wilk Manager |
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EXHIBIT 4
STOCK PURCHASE
AGREEMENT
STOCK PURCHASE AGREEMENT,
dated as of August 7, 2024 (this “Agreement”), by and between the Person (as defined below) set forth on Schedule I
attached hereto (“Seller”) and Tungsten 2024 LLC, a Delaware limited liability company (“Buyer”).
RECITALS
WHEREAS, Seller is (a) the
beneficial and record owner of (i) the number of shares of Class A Common Stock, par value $0.0001 per share (“Class A Shares”),
of CompoSecure, Inc., a Delaware corporation (the “Company”), (ii) the number of shares of Class B Common Stock, par
value $0.0001 per share (“Class B Shares”), of the Company, and (iii) the number of Class B Units (“Class
B Units”) of CompoSecure Holdings L.L.C., a Delaware limited liability company (“Holdings”), in each case,
as set forth opposite Seller’s name on Schedule I attached hereto (such equity interests under clauses (a) through (c) above,
collectively, the “Pre-Exchange Equity Interests”) and (b) are TRA Parties under the Tax Receivable Agreement (the
Seller’s rights under the Tax Receivable Agreement, dated as of December 27, 2021 (the “Tax Receivable Agreement”),
by and among the Company, Holdings and the other parties thereto, the “TRA Rights”);
WHEREAS, upon the terms and
subject to the conditions set forth in this Agreement and the Exchange Agreement, dated as of December 27, 2021 (the “Exchange
Agreement”), by and among the Company, Holdings and such holders of Class B Units from time to time party thereto, and the Second
Amended and Restated Certificate of Incorporation of the Company, dated as of December 27, 2021 (the “Company Charter”),
Seller desires to exchange all the Class B Units set forth opposite Seller’s name on Schedule I attached hereto for Class A Shares,
whereupon all of Seller’s Class B Shares shall be cancelled for no consideration, without any action on the part of any Person (collectively,
the “Exchange”);
WHEREAS, after giving effect
to the Exchange, Seller shall be the beneficial and record owners of the number of Class A Shares set forth opposite Seller’s name
on Schedule I attached hereto (the “Post-Exchange Class A Shares”);
WHEREAS, Seller desires to
sell, and Buyer desires to purchase, the number of Class A Shares set forth on Schedule II attached hereto (the “Purchased Shares”),
subject to the terms and conditions set forth herein;
WHEREAS, concurrently with
the execution and delivery of this Agreement and as a condition to Buyer’s willingness to enter into this Agreement, certain other
Persons (collectively, the “Other Sellers”) are entering into stock purchase agreements with Buyer (the “Other
Stock Purchase Agreements”), pursuant to which (a) the Other Sellers have agreed to exchange all the Class B Units set forth
opposite such Other Sellers’ names on the Schedule I attached to the applicable Other Stock Purchase Agreement and (b) the Other
Sellers have agreed to sell and Buyer has agreed to purchase the Other Sellers’ respective Purchased Shares (as defined in the applicable
Other Stock Purchase Agreement), subject to the terms and conditions set forth in the Other Stock Purchase Agreement to which the applicable
Other Sellers are party; and
WHEREAS, Seller, together
with the Other Sellers, are the holders of all of the currently outstanding Class B Units.
NOW, THEREFORE, for and in
consideration of the mutual promises set forth herein and other valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and upon the terms and subject to the conditions hereof, the parties hereto agree as follows:
SECTION 1.
PURCHASE AND SALE
1.1
Purchase Price; Payment.
(a)
Subject to the terms and conditions contained herein, Seller hereby agrees to sell, transfer and assign to Buyer (or an Affiliate
of Buyer as designated by Buyer), and Buyer hereby agrees to purchase, acquire and accept from Seller the Purchased Shares to be sold
by Seller hereunder for a purchase price of $7.55 per Purchased Share held by Seller, the “Purchase Price”), in each
case, net of Seller’s pro rata portion of the expenses described on Schedule IV (the “Selling Expenses”) and
paid in cash in immediately available funds to the account(s) hereafter designated by Seller. Contemporaneously with the delivery of Seller’s
respective portion of the Purchase Price, Seller will cause to be delivered to Buyer (or its designee) the Purchased Shares to be sold
hereunder by Seller (or evidence of book-entry delivery), free and clear of all security interests, claims, liens and encumbrances of
any nature, including any rights of third parties in or to such interests (other than restrictions on transfer under applicable federal
and state securities Laws). When used in this Agreement, “Affiliate” means, with respect to any Person, any other Person
that directly or indirectly controls, is controlled by or is under common control with such Person. For purposes of the immediately preceding
sentence, the term “control” (including, with correlative meanings, the terms “controlling,” “controlled
by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly,
of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities,
by Contract or otherwise; provided that, for purposes of this Agreement, in no event shall the Company, Holdings or any of their
respective subsidiaries be deemed an Affiliate of Seller hereunder. “Person” means any natural person, corporation,
partnership, limited liability company, joint venture, association, joint-stock company, trust, foundation, unincorporated organization
or government or other agency or political subdivision thereof, or any other entity or group comprised of two or more of the foregoing.
(b)
The closing of the purchase and sale of the Purchased Shares (the “Closing”) will be held at the offices of
Paul, Weiss, Rifkind, Wharton & Garrison LLP, 1285 Avenue of the Americas, New York, NY 10019 or remotely by exchange of documents
and signatures (or their electronic counterparts) as soon as practicable, but not more than two (2) Business Days (as defined below) after
satisfaction (or waiver, if permissible pursuant to applicable Law (as defined below)) of
the conditions set forth in Section 3 (other than conditions that by their nature are to be satisfied and are in fact satisfied at the
Closing), or at such other date, time or place as the parties hereto may mutually agree. The date and time at which the Closing
occurs is referred to as the “Closing
Date”. When used in this Agreement, “Business Day” means any day other than (i) a Saturday or a Sunday, (ii)
a day on which banking institutions in New York City or the Secretary of State of the State of Delaware is authorized or obligated by
Law to be closed or (iii) any day on which the SEC’s Electronic Data Gathering and Retrieval system is not open to accept filings.
(c)
If, between the date of this Agreement and the Closing Date, any change in the Class A Shares, Class B Shares or Class B Units
shall occur by reason of any reclassification, recapitalization, stock split or combination, special dividend (including stock dividends)
or distribution (other than tax distributions on the Class B Units in the ordinary course of business consistent with the Company’s
past practices and in accordance with the schedule attached hereto as Schedule III), exchange (other than the Exchange) or readjustment
of shares, or a record date for any of the foregoing is established, the number and type of shares deliverable hereunder by Seller shall
be appropriately adjusted.
(d)
Buyer shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to Seller such
amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of applicable tax Law
(it being agreed that, absent a change in applicable Law, no withholding will be required if Seller delivers to Buyer prior to the Closing
an IRS Form W-9 properly completed and duly executed by Seller establishing a complete exemption from U.S. federal withholding tax, including
backup withholding). If Seller cannot establish a complete exemption from U.S. federal withholding tax (including backup withholding),
Seller shall be required to notify Buyer of such fact at least five (5) Business Days (as defined below) prior to the Closing. To the
extent that amounts are so withheld by Buyer (and, in the case of any withholding taxes, remitted to the applicable Governmental Entity
(as defined below)), such withheld amounts shall be treated for all purposes of this Agreement as having been paid to Seller.
1.2
Representations and Warranties of Seller. Seller represents and warrants to Buyer as of the date of this Agreement and the
Closing Date that:
(a)
if Seller is an entity, Seller is duly organized, validly existing and in good standing (as applicable) under the Laws of the jurisdiction
that governs it, and has the full entity power and authority to carry on its business as now conducted and to own its assets;
(b)
Seller has (i) if Seller is an entity, full entity power and authority and (ii) if Seller is a natural person, full power and capacity
to enter into this Agreement and to consummate the transactions contemplated hereby, including to effectuate the Exchange and to sell,
transfer and assign to Buyer all right, title and interest in and to the Purchased Shares to be sold by Seller hereunder and to enter
into the TRA Amendment described in Section 3.2(g);
(c)
(i) as of the date of this Agreement, (A) Schedule I attached hereto sets forth all equity interests in the Company or Holdings
beneficially owned by Seller and (B) Seller has good and valid title to, and is the sole record owner of, the Pre-Exchange Equity
Interests set forth opposite Seller’s name on Schedule I attached hereto and is a TRA Party, and
(ii) as of the Closing Date, (A) the Post-Exchange
Class A Shares (including the Purchased Shares) will constitute all equity interests in the Company or Holdings beneficially owned by
Seller and (B) Seller will have good and valid title to, and will be the sole record owner of, the Post-Exchange Class A Shares (including
the Purchased Shares to be sold hereunder by Seller), in each case of clause (i) and (ii) above, free and clear of all security interests,
claims, liens and encumbrances of any nature, including any rights of third parties in or to such interests (other than restrictions on
transfer under applicable federal and state securities Laws);
(d)
this Agreement has been duly and validly executed and delivered by Seller and, assuming the due execution and delivery thereof
by Buyer, is, and will be, a valid and binding obligation of Seller, enforceable against Seller in accordance with the terms hereof, except
as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting the rights
of creditors generally and by general principles of equity;
(e)
the execution and delivery of this Agreement by Seller, the performance by Seller of its obligations hereunder and the consummation
of the transactions contemplated hereby, will not:
(i)
if Seller is an entity, conflict with or violate the organizational or trust documents of Seller;
(ii)
require any consent, approval, order or authorization of or other action by any United States or foreign federal, state, commonwealth
or other governmental, regulatory or administrative, department, board, bureau, authority, agency, division, instrumentality or commission
or any court of any of the same, in each case, which has jurisdiction over Seller or any of Seller’s Affiliates (each a “Governmental
Entity”), or any registration, qualification, declaration or filing (other than those that have been obtained or made and (A)
any filings required to be made with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act
of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange
Act”); and (B) the compliance with and filings and/or notices under the Hart-Scott-Rodino Antitrust Improvement Act of 1976,
as amended (the “HSR Act”)) with or without notice to any Governmental Entity, in each case on the part of or with
respect to Seller, the absence or omission of which would, either individually or in the aggregate, be materially adverse to, or materially
delay, Seller’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby; provided,
however, that no representation or warranty is made with respect to any of the foregoing which Seller may be required to obtain,
give or make as a result of the specific legal or regulatory status of Buyer or any of its Affiliates or as a result of any other facts
that specifically relate to Buyer or any of its Affiliates;
(iii)
require, on the part of Seller, any consent by or approval of or notice to any other person or entity (other than a Governmental
Entity), the absence or omission of which would, either individually or in the aggregate be materially adverse to, or materially
delay, the Seller’s ability to perform
its obligations under this Agreement or consummate the transactions contemplated hereby; or
(iv)
result (with or without notice, lapse of time or otherwise) in a breach of the terms or conditions of, a default under, a conflict
with, or the acceleration of (or the creation in any Person of any right to cause the acceleration of) any performance by Seller or any
increase in any payment required by Seller, or the termination, suspension, modification, impairment or forfeiture (or the creation in
any Person of any right to cause the termination, suspension, modification, impairment or forfeiture) of any material rights or privileges
of Seller (any such breach, default, conflict, acceleration, increase, termination, suspension, modification, impairment or forfeiture,
a “Violation”) under (x) any agreement, contract or arrangement, written or oral (collectively, “Contract”),
or any judgment, writ, order or decree (collectively, “Judgment”) to which Seller is a party or by or to which Seller
or its properties, assets or any of Seller’s Pre-Exchange Equity Interests (or, after giving effect to the Exchange, the Post-Exchange
Class A Shares (including the Purchased Shares)) may be subject, bound or affected or (y) any applicable federal,
state, local, municipal, foreign or other law, statute, constitution, principle of common law, ordinance, code, rule, regulation, ruling
or other legal requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of
any Governmental Entity (collectively, “Law”), assuming all required notifications and filings are made under
the HSR Act and any waiting period (and any extension thereof) under the HSR Act shall have expired or been terminated, in each case of
clause (x) and (y), other than any such Violations as would not, either individually or in the aggregate, have a material adverse effect
on Seller’s ability to consummate the transactions contemplated hereby;
(f)
as of the date hereof, there is no action, suit, investigation or proceeding, governmental, regulatory or otherwise (“Proceeding”),
pending or, to the knowledge of Seller, threatened, against Seller relating to Seller’s Pre-Exchange Equity Interests or the transactions
contemplated by this Agreement;
(g)
Seller (i) is selling the Purchased Shares solely for its own account for investment purposes and not with a view to, or for
offer or sale in connection with, any distribution thereof, (ii) has such knowledge, sophistication and experience in financial and business
matters that Seller is capable of evaluating the merits and risks of entering into this Agreement and consummating the transactions contemplated
hereby, (iii) has relied solely on its own independent investigation in valuing Seller’s Purchased Shares and determining to proceed
with the transactions contemplated by this Agreement, (iv) has not relied on any assertions made by Buyer, any of its Affiliates, or any
Person representing or acting on behalf of Buyer regarding the Company or Holdings, Seller’s Pre-Exchange Equity Interests, Post-Exchange
Class A Shares (including the Purchased Shares), rights under the Tax Receivable Agreement or the valuation thereof, (v) has or had access
to all information that it believes to be necessary, sufficient or appropriate in connection with the transactions contemplated by this
Agreement, (vi) has previously undertaken such independent investigation of the Company and Holdings as in its judgment is appropriate
to make an informed decision with respect to the transactions contemplated by this Agreement, (vii) has made its own decision to consummate
the transactions
contemplated by this Agreement based on its
own independent review and consultations with such investment, legal, tax, accounting and other advisers as it has deemed necessary and
without reliance on any express or implied representation or warranty of Buyer and (ix) (A) acknowledges that the Buyer and/or its Affiliates
may have, and may later come in possession of, information with respect to the business, operations, assets, liabilities, financial condition
or prospects of the Company, Holdings and their respective subsidiaries that is not known to Seller and that may be material to a decision
to sell the Purchased Shares (the “Buyer Excluded Information”), (B) has determined to sell the Purchased Shares notwithstanding
its lack of knowledge of the Buyer Excluded Information, and (C) agrees that the Buyer shall have no liability to Seller, and Seller waives
and releases any claims that it might have against the Buyer, with respect to the non-disclosure of any Buyer Excluded Information in
connection with the sale of the Purchased Shares and the transactions contemplated by this Agreement;
(h) other than with respect to the Selling Expenses, Seller is not bound by or subject to any Contract with any person that will result
in Buyer being obligated to pay any finder’s fees, brokerage or agent’s commissions or other like payments in connection with
the negotiations leading to this Agreement or the consummation of the transactions contemplated hereby; and
(i) Seller is a United States person (within the meaning of Section 7701(a)(30) of the Code) eligible to deliver an IRS Form W-9 establishing
a complete exemption from U.S. federal withholding tax.
1.3
Representations of Buyer. Buyer represents and warrants to Seller that as of the date of this Agreement and the Closing
Date that:
(a)
it is duly organized, validly existing and in good standing under the Laws of the jurisdiction that governs it, and has the full
entity power and authority to carry on its business as now conducted and to own its assets;
(b)
this Agreement has been duly and validly executed and delivered by it, and, assuming the due execution and delivery thereof by
each other party hereto, is, and will be, a valid and binding obligation of it, enforceable against it in accordance with the terms hereof,
except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting the
rights of creditors generally and by general principles of equity;
(c)
it has full limited liability company power and authority to enter into this Agreement and to consummate the transactions contemplated
hereby, including to purchase, acquire and accept from Seller all right, title and interest in and to the Purchased Shares;
(d)
the execution and delivery of this Agreement by it, the performance by it of its obligations hereunder and the consummation of
the transactions contemplated hereby, will not:
(i)
conflict with or violate its organizational documents;
(ii)
require any consent, approval, order or authorization of or other action by any Governmental Entity or any registration, qualification,
declaration or filing (other than those that have been obtained or made and (A) any filings required to be made with the SEC under the
Securities Act or the Exchange Act and (B) the compliance with and filings and/or notices under the HSR Act) with or without notice to
any Governmental Entity, in each case on the part of or with respect to it, the absence or omission of which would, either individually
or in the aggregate, be materially adverse to, or materially delay, Buyer’s ability to perform its obligations under this Agreement
or consummate the transactions contemplated hereby; provided, however, that no representation or warranty is made with respect
to any of the foregoing which Buyer may be required to obtain, give or make as a result of the specific legal or regulatory status of
Seller or any of its Affiliates or as a result of any other facts that specifically relate to Seller or any of its Affiliates;
(iii)
require, on the part of it, any consent by or approval of or notice to any other person or entity (other than a Governmental Entity),
the absence or omission of which would, either individually or in the aggregate, be materially adverse to, or materially delay, Buyer’s
ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby; or
(iv)
result (with or without notice, lapse of time or otherwise) in a breach of the terms or conditions of, a default under, a conflict
with, or the acceleration of (or the creation in any Person of any right to cause the acceleration of) any performance of any obligation
by it or any increase in any payment required by it, or the termination, suspension, modification, impairment or forfeiture (or the creation
in any Person of any right to cause the termination, suspension, modification, impairment or forfeiture) of any material rights or privileges
of it under (x) any Contract or any Judgment to which it is a party or by or to which it, its properties or its assets may be subject,
bound or affected or (y) any applicable Law, assuming all required notifications and filings are made under the HSR Act and any waiting
period (and any extension thereof) under the HSR Act and the rules and regulations promulgated thereunder applicable to the transactions
contemplated hereby shall have expired or been terminated, in each case of clause (x) and (y), other than any such Violations as would
not, either individually or in the aggregate, be materially adverse to, or materially delay, Buyer’s ability to perform its obligations
under this Agreement or consummate the transactions contemplated hereby;
(e)
as of the date hereof, there is no Proceeding pending or, to its knowledge, threatened, against it relating to the transactions
contemplated by this Agreement;
(f)
it has as of the date hereof, and it will have at all times through the Closing, access to sufficient unrestricted assets (and
will have at the Closing, access to sufficient unrestricted funds) to consummate the purchase of the Purchased Shares hereunder and the
transactions contemplated by the Other Stock Purchase Agreements (it being agreed that, without
limiting the foregoing, in no event shall the
receipt or availability of any funds or financing by Buyer or any of its Affiliates be a condition to any of the obligations of Buyer
hereunder);
(g)
it (i) is acquiring the Purchased Shares solely for its own account for investment purposes and not with a view to, or for offer
or sale in connection with, any distribution thereof, (ii) is an “accredited investor” as defined under Section 501 of the
Securities Act, (ii) has such knowledge, sophistication and experience in financial and business matters that it is capable of evaluating
the merits and risks of entering into this Agreement and consummating the transactions contemplated hereby, (iii) (x) is relying on its
own due diligence and review of the business, operations, assets, liabilities, financial condition and prospects of the Company, Holdings
and their respective subsidiaries and value of the Purchased Shares, (y) has not relied on any assertions made by Seller, any of Seller’s
Affiliates, or any Person representing or acting on behalf of Seller with respect to the foregoing, and (z) acknowledges that Seller does
not make any representation or warranty of any kind except as expressly set forth in Section 1.2, and Seller specifically makes no representation
or warranty of any kind regarding the business, operations, assets, liabilities, financial condition or prospects of the Company, Holdings
and their respective subsidiaries or the value of the Purchased Shares, (iv) has previously undertaken such independent investigation
of the Company and Holdings as in its judgment is appropriate to make an informed decision with respect to the transactions contemplated
by this Agreement, (vii) has made its own decision to consummate the transactions contemplated by this Agreement based on its own independent
review and consultations with such investment, legal, tax, accounting and other advisers as it has deemed necessary, and (viii) acknowledges
that (x) the sale of the Purchased Shares by Seller was privately negotiated in an independent transaction, (y) the Purchased Shares are
being sold by Seller in reliance on a private placement exemption from registration under the Securities Act, and (z) the Purchased Shares
will bear customary restricted legends limiting their transfer in compliance with the Securities Act;
(h)
it (i) has or had access to all information that it believes to be necessary, sufficient or appropriate in connection with the
transactions contemplated by this Agreement, (ii) acknowledges that Seller and/or Seller’s Affiliates may have, and may later come
in possession of, information with respect to the business, operations, assets, liabilities, financial condition or prospects of the Company,
Holdings and their respective subsidiaries that is not known to Buyer and that may be material to a decision to acquire the Purchased
Shares (the “Seller Excluded Information”), (iii) has determined to acquire the Purchased Shares notwithstanding its
lack of knowledge of the Seller Excluded Information, and (iv) agrees that the Seller shall have no liability to Buyer, and Buyer waives
and releases any claims that it might have against Seller, with respect to the non-disclosure of any Seller Excluded Information in connection
with the sale of the Purchased Shares and the transactions contemplated by this Agreement;
(i)
it is not bound by or subject to any Contract with any person which will result in Seller being obligated to pay any finder’s
fees, brokerage or agent’s commissions or other like payments in connection with the negotiations leading to this Agreement or the
consummation of the transactions contemplated hereby; and
(j)
neither it, nor any of its Affiliates, owns any interest in any Person that (a) derives a portion of its revenues from products
or (b) is developing products, services, technologies, intellectual property or other know-how in the same markets in which the Company,
Holdings and their respective subsidiaries operate that (i) would reasonably be expected to impose any material delay in the obtaining
of, or material risk of not obtaining, any consent, authorization, order or approval of any Governmental Entity of competent jurisdiction
necessary to consummate the transactions contemplated by this Agreement or the expiration or termination of any applicable waiting period
under the HSR Act, (ii) materially increase the risk of any Governmental Entity of competent jurisdiction entering an order prohibiting
the consummation of the transactions contemplated by this Agreement, or (iii) prevent the consummation of the transactions contemplated
by this Agreement.
SECTION 2.
DELIVERIES AT CLOSING
2.1
Seller’s Deliveries. At the Closing, Seller shall deliver or cause to be delivered to Buyer (or its designee(s)) the
following:
(a)
one or more certificates representing the Purchased Shares to be sold by Seller hereunder, accompanied by duly executed instruments
of transfer in the name of Buyer (or its designee(s)) as transferee or duly endorsed in blank, together with stock transfer tax stamps
attached (if applicable) and/or written confirmation, or other evidence reasonably satisfactory to Buyer that such Purchased Shares have
been deposited by book entry transfer to an account of Buyer (or its designee(s)), which account shall have been identified to Seller
in writing by Buyer three (3) Business Days prior to the Closing Date, maintained with a bank, brokerage firm or other financial institution
or with the Company’s transfer agent;
(b)
an IRS Form W-9 properly completed and duly executed by Seller;
(c)
If Seller is a Transferee (as defined below) that was not party to any Exchange, evidence reasonably satisfactory to Buyer that,
at the time of such Exchange, the Transferor delivered to the Company a properly completed and duly executed IRS Form W-9 establishing
a complete exemption from U.S. federal withholding tax, including backup withholding (or otherwise made the Company whole for any withholding
required in connection with such Exchange); and
(d)
one or more certificates, executed by Seller or one or more duly authorized representatives thereof, as the case may be, as to
the matters referred to in Sections 3.2(a) and 3.2(b).
2.2
Buyer Deliveries. At the Closing, Buyer shall deliver or cause to be delivered to Seller (or Seller’s designees) the
following:
(a)
the aggregate respective portion of the Purchase Price in cash, subject to Section 1.1(d) of this Agreement, to an account designated
for Seller by wire transfer of immediately available funds. At least three (3) Business Days prior to the Closing Date, Seller
shall provide Buyer with written notice of
wire transfer instructions for delivery of Seller’s portion of the Purchase Price; and
(b)
a certificate, executed by a duly authorized officer of Buyer, as to the matters referred to in Sections 3.3(a) and 3.3(b).
SECTION 3.
CONDITIONS TO CLOSING
3.1
Conditions to Each Party’s Obligations. The respective obligations of Buyer and Seller to consummate the transactions
contemplated by this Agreement are subject to the satisfaction (or waiver, if permissible pursuant to applicable Law) of the following
conditions:
(a)
No Legal Restraints. No judgment, decree, injunction or order, preliminary, temporary or permanent, and no binding order
or determination by any Governmental Entity of competent jurisdiction will be in effect, and no Law shall be enacted, enforced or deemed
applicable by a Governmental Entity of competent jurisdiction, which makes illegal, prohibits or would prevent the consummation of the
transactions contemplated by this Agreement.
(b)
HSR Clearance. Any waiting period (and any extension thereof) under the HSR Act and the rules and regulations promulgated
thereunder applicable to the transactions contemplated hereby, shall have expired or been terminated.
3.2
Conditions to Buyer’s Obligations. The obligation of Buyer to consummate the purchase of the Purchased Shares contemplated
by this Agreement is subject to the satisfaction of the following conditions, any of which may be waived (if permissible pursuant to applicable
Law) in writing by Buyer:
(a)
Representations and Warranties. The representations and warranties of Seller: (i) set forth in Section 1.2(c) shall be true
and correct in all respects (except for any inaccuracies that individually or in the aggregate are de minimis) as of the date of
this Agreement and the Closing Date as though made as of such date (except to the extent that any such representation and warranty expressly
speaks as of an earlier date, in which case such representation and warranty shall be so true and correct only as of such earlier date);
and (ii) set forth in Section 1.2 (other than Section 1.2(c)) shall be true and correct in all material respects as of the date of
this Agreement and as of the Closing Date as though made as of such date (disregarding all “materiality” and similar qualifications
contained in such representations and warranties, and except to the extent that any such representation and warranty expressly speaks
as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects only as of such
earlier date).
(b)
Performance. Seller shall have performed in all material respects all its obligations hereunder to be performed by Seller
at or prior to the Closing Date.
(c)
Deliveries. Seller’s deliveries, set forth in Section 2.1, shall have been delivered.
(d)
No Takeover Defenses Implemented; Operations in the Ordinary Course. Between the date of this Agreement and the Closing,
the Company or the board of directors of the Company (the “Board”) shall not have adopted, approved or implemented,
or taken any action to adopt, approve or implement, any shareholder rights plan (as such term is commonly understood in connection with
corporate transactions), any “moratorium,” “control share,” “fair price,” “takeover” or
“interested stockholder” provision or any other similar plan, agreement or provision that would cause Buyer to incur or suffer
a material economic detriment as a result of Buyer’s inability to continue to hold or acquire additional Class A Shares following
the Closing or that would have an adverse effect on the ability of the Buyer Designees (as defined below) to continue to serve on the
Board. Between the date of this Agreement and the Closing, the Company shall have complied with the covenants set forth in the second
sentence of Section 5 of that certain letter agreement between the Company and Buyer dated as of the date hereof (the “Letter
Agreement”).
(e)
Board Matters. Subject to and effective upon the Closing, each of David Cote, Tom Knott and four other individuals designated
by Buyer (such six individuals, or any substitutes therefor designated by Buyer, collectively, the “Buyer Designees”)
shall be appointed as members of the Board, the size of the Board shall be eleven, and the Buyer Designees shall constitute a majority
of the Board.
(f)
Majority Shares to be Acquired. Subject to and immediately following the Closing, and taking into account the consummation
of the transactions under the Other Stock Purchase Agreements to occur contemporaneously with the Closing, Buyer shall hold a majority
of the Class A Shares and no Class B Units shall remain outstanding.
(g)
TRA; TRA Amendment. No Change of Control (as defined in the Tax Receivable Agreement) shall have occurred pursuant to the
Tax Receivable Agreement as of the Closing Date, and the amendment to the Tax Receivable Agreement, by and among the Company and the other
parties thereto (the “TRA Amendment”), delivered to Buyer prior to the date hereof shall become effective upon the
Closing.
(h)
Termination of Stockholders Agreement. The termination of the Stockholders Agreement, dated as of December 27, 2021 (the
“Stockholders Agreement”), by and among the Company and the other parties thereto, delivered to Buyer prior to the
date hereof shall become effective upon the Closing.
(i)
Company Non-Contravention. The representations and warranties of the Company set forth in Section 11(c)(ii) of the Letter
Agreement shall be true and correct in all material respects as of the Closing Date as though made as of such date.
3.3
Conditions of Seller’s Obligations. The obligation of Seller to consummate the transactions contemplated by this Agreement
is subject to the satisfaction of the following conditions, any of which may be waived (if permissible pursuant to applicable Law) in
writing by Seller:
(a)
Representations and Warranties. The representations and warranties of Buyer set forth in Section 1.3 shall be true and
correct in all material respects as of the date of this Agreement and as of the Closing Date as though made as of such date (disregarding
all “materiality” and similar qualifications contained in such representations and warranties, and except to the extent that
any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true
and correct in all material respects only as of such earlier date).
(b)
Performance. Buyer shall have performed in all material respects all of its obligations hereunder to be performed by it
at or prior to the Closing Date.
(c)
Deliveries. The Buyer’s deliveries, set forth in Section 2.2, shall have been delivered to Seller (or Seller’s
designees).
3.4
Frustration of Conditions. Neither Buyer, on the one hand, nor Seller, on the other hand, may rely on the failure of any
condition set forth in Section 3.1, Section 3.2 or Section 3.3, as the case may be, to be satisfied (or to be able to be satisfied)
to excuse it from its obligation to effect the transactions contemplated hereby if such failure (or inability to be satisfied) was caused
by such party’s breach or other failure to comply with or perform its obligations or enforce it rights under this Agreement or,
in the case of Buyer, under the Other Stock Purchase Agreements.
SECTION 4.
COVENANTS
4.1
Regulatory Efforts. Each party hereto shall, as promptly as possible, use its reasonable best efforts to obtain, or
cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Entities that may be or become necessary
for the performance of its obligations pursuant to this Agreement. Each party hereto shall cooperate fully with the other parties hereto
and their respective Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. Buyer agrees to
make an appropriate notification pursuant to the HSR Act with respect to the transactions contemplated by this Agreement and the Other
Stock Purchase Agreements as promptly as practicable after the date hereof, and in any event not later than the date that is five (5)
Business Days after the date of this Agreement, and to supply as promptly as practicable to the appropriate Governmental Entity any additional
information and documentary material that may be requested pursuant to the HSR Act. Without limiting the generality of the foregoing,
each of the parties hereto shall use reasonable best efforts to (a) respond to any inquiries by any Governmental Entity regarding
antitrust or other matters with respect to the transactions contemplated by this Agreement; and (b) avoid the imposition of any order
or the taking of any action that would restrain, alter or enjoin the transactions contemplated by this Agreement; and in the event any
order from a Governmental Entity adversely affecting the ability of the parties to consummate the transactions contemplated by this Agreement
has been issued, to have such order vacated or lifted; provided, that notwithstanding the foregoing, this Section 4.1 shall not
require Buyer to take any action on the part of Buyer that would reasonably result in a requirement for Buyer to dispose of the Purchased
Shares or that would materially limit
the voting rights or the economic benefits
of the Purchased Shares. Buyer and Seller shall promptly furnish each other, to the extent permitted by applicable Laws, with copies of
written communications received by them or their Affiliates from, or delivered by any of the foregoing to, any Governmental Entity in
respect of the transactions contemplated by this Agreement. Buyer shall not enter into, or permit any Affiliate to enter into, any definitive
agreement to acquire any business or any corporation, partnership, limited liability company, joint venture or other business organization
or division thereof if the entering into of a definitive agreement relating to, or the consummation of, such acquisition would reasonably
be expected to (i) impose any material delay in the obtaining of, or materially increase the risk of not obtaining, any consent, authorization,
order or approval of any Governmental Entity of competent jurisdiction necessary to consummate the transactions contemplated by this Agreement
or the expiration or termination of any applicable waiting period under the HSR Act, (ii) materially increase the risk of any Governmental
Entity of competent jurisdiction entering an order prohibiting the consummation of the transactions contemplated by this Agreement or
(iii) prevent the consummation of the transactions contemplated by this Agreement.
4.2
Exchange. At least five (5) Business Days prior to the Closing, subject to and in accordance with Section 2.1 of the Exchange
Agreement, Seller shall (a) deliver to Holdings and the Company (with a copy delivered to Buyer) (i) an Exchange Notice (as defined in
the Exchange Agreement) to effect the Exchange of all Class B Units then held by Seller, which Exchange Notice shall specify that, (A)
at Seller’s election, the Exchange is contingent upon the Closing and (B) the Date of Exchange (as defined in the Exchange Agreement)
shall be no later than the Closing Date, and (ii) if Seller is legally eligible to do so, an IRS Form W-9 properly completed and duly
executed establishing a complete exemption from U.S. federal withholding tax (including backup withholding) and (b) surrender or, in the
absence of such surrender, be deemed to have surrendered, such Class B Units to Holdings (and surrender for cancellation one or more stock
certificates (if certificated) or instructions and stock powers (if uncertificated) to the Company representing a corresponding number
of Class B Shares) (in each case, free and clear of all security interests, claims, liens and encumbrances of any nature, including any
rights of third parties in or to such interests other than restrictions set forth in the Second Amended and Restated Limited Liability
Company Agreement of Holdings, dated as of December 27, 2021 (the “Holdings LLC Agreement”) and as may arise under applicable
federal and state securities Laws).
4.3
Transfer Restrictions. From the date of this Agreement until the earlier of the Closing Date or the termination of this
Agreement pursuant to Section 5, except for the purchase and sale of the Purchased Shares contemplated by this Agreement, Seller shall
not Transfer (as defined below) (or cause or permit the Transfer of) any of its Pre-Exchange Equity Interests, Post-Exchange Class A Shares
(including the Purchased Shares) or TRA Rights or enter into any agreement relating thereto, except with Buyer’s prior written consent;
provided that Seller may Transfer any of its Pre-Exchange Equity Interests, Post-Exchange Class A Shares (including the Purchased Shares)
or TRA Rights to a controlled Affiliate that is eligible to deliver an IRS Form W-9 establishing a complete exemption from U.S. federal
withholding tax (including backup withholding) if, as a precondition to such Transfer, such controlled Affiliate transferee agrees in
writing to be bound by the terms of, and to assume all of the obligations of Seller under, this
Agreement by executing and delivering a joinder
agreement in form and substance reasonably acceptable to Buyer (any such controlled Affiliate upon completion of the Transfer, a “Transferee”
and Seller, the “Transferor”). Any Transfer or attempted Transfer of any such Pre-Exchange Equity Interests, Post-Exchange
Class A Shares (including the Purchased Shares) or TRA Rights in violation of this Section 4.3 shall be null and void and of no effect
whatsoever. A Person will be deemed to have effected a “Transfer” of a Pre-Exchange Equity Interest, Post-Exchange Class A
Shares (including the Purchased Shares) or TRA Right if such Person, whether voluntarily or involuntarily, directly or indirectly (a)
sells, pledges, assigns, gifts, grants an option with respect to, transfers, exchanges, tenders or disposes (by merger, by testamentary
disposition, by operation of Law or otherwise) of a Pre-Exchange Equity Interest, Purchased Share, TRA Right or any interest in any of
the foregoing (other than the Exchange), (b) creates or permits to exist any security interests, claims, liens and encumbrances of any
nature, including any rights of third parties in or to such interests (other than pursuant to the Tax Receivable Agreement, the Holdings
LLC Agreement or restrictions on transfer under applicable federal and state securities Laws), (c) deposits any of the Pre-Exchange Equity
Interests, Post-Exchange Class A Shares (including the Purchased Shares) or TRA Rights into a voting trust or enters into a voting agreement
or arrangement or grants any proxy, power of attorney or other authorization with respect thereto that, in each case, is inconsistent
with this Agreement, or (d) agrees or commits (whether or not in writing) to take any of the actions referred to in the foregoing clauses
(a) through (c).
4.4
Public Announcements. The parties hereto agree that the initial press release to be issued with respect to the transactions
contemplated by this Agreement shall be in the form heretofore agreed to by the parties hereto. Prior to the Closing, Buyer and Seller
shall, to the extent at all reasonably practicable, consult with the other parties hereto before making, and give such other parties hereto
a reasonable opportunity to review and comment upon, any press release or other public statements with respect to this Agreement and the
transactions contemplated hereby, shall consider in good faith such other parties’ comments and shall not issue any such press release
or make any such public statement prior to such reasonably practicable consultation, except as may be required by applicable Law, court
process or by obligations pursuant to any listing agreement with any national securities exchange or national securities quotation system;
provided, that the foregoing shall not apply to any press release or other public statement so long as the statements contained
therein concerning this Agreement and the other transactions contemplated hereby substantially reiterate (and are not inconsistent with)
previous releases or statements made by the applicable party with respect to which such party has complied with the provisions of this
sentence.
4.5
Exclusivity. During the period from the date of this Agreement through the Closing or the earlier termination of this Agreement
pursuant to Section 5, Seller shall not, and shall cause Seller’s Affiliates and representatives to not, directly or indirectly,
(a) solicit, initiate or knowingly encourage the initiation of any Acquisition Proposal (as defined below), (b) other than as permitted
pursuant to this Section 4.5, furnish to any Person (other than Buyer or its designees) any information relating to the sale of the Pre-Exchange
Equity Interests or Post-Exchange Class A Shares (including the Purchased Shares), or afford to any Person (other than Buyer or its designees)
access to the business, properties, assets, books, records or other non-public
information relating to the business of the
Company and Holdings, in any such case with the intent to induce the making, submission or announcement of an Acquisition Proposal, or
(c) participate or engage in any discussions or negotiations with any third party regarding, or enter into any Contract in respect of,
any Acquisition Proposal. Seller shall, and shall cause Seller’s Affiliates and representatives to, (i) immediately cease and cause
to be terminated any existing discussions or negotiations with any Person (other than Buyer or its designees) conducted heretofore with
respect to any Acquisition Proposal and (ii) as promptly as practicable request that each Person (other than Buyer or its designees) that
has previously executed a confidentiality or similar agreement with Seller or Seller’s Affiliates in connection with its consideration
of an Acquisition Proposal return to Seller or Seller’s Affiliates or destroy any nonpublic information previously furnished or
made available to such Person or any of its representatives by or on behalf of Seller, Seller’s Affiliates or their representatives
in accordance with the terms of the confidentiality agreement in place with such Person and terminate any data room access from any such
Person and its representatives. When used in this Agreement, “Acquisition Proposal” means any inquiry, proposal or
offer from any Person (other than Buyer) relating to any (a) direct or indirect acquisition (whether in a single transaction or a series
of related transactions) of all or a material portion of the assets of the business of the Company and Holdings (other than sales of inventory
in the ordinary course of business), (b) direct or indirect acquisition (whether in a single transaction or a series of related transactions)
of any of the Company, Holdings and their subsidiaries, or (c) merger, consolidation, share exchange, business combination, recapitalization,
liquidation, dissolution or similar transaction involving the business of the Company and Holdings or any of their subsidiaries, in each
case, other than the transactions contemplated by this Agreement.
4.6
[Reserved].
4.7
Spousal Consent. If Seller is a married individual and any of its Pre-Exchange Equity Interests or, after giving effect
to the Exchange, its Post-Exchange Class A Shares (including the Purchased Shares) constitutes community property or otherwise need spousal
or other approval for this Agreement to be legal, valid and binding, Seller shall deliver to Buyer, concurrently herewith, a duly executed
consent of such Stockholder’s spouse, in the form attached hereto as Schedule V.
4.8
Further Assurances. Subject to Section 4.1, each party hereto shall reasonably cooperate with the other parties hereto
and use its reasonable best efforts to promptly take, or cause to be taken, all actions, and do, or cause to be done, all things reasonably
necessary, proper or advisable to cause the conditions to the Closing to be satisfied as promptly as practicable and to consummate the
transactions contemplated hereby and, with respect to Buyer, the transactions contemplated by the Other Stock Purchase Agreements; provided,
however, nothing in this Section 4.8 shall require any party to waive any condition to Closing set forth in Section 3. If, subsequent
to the Closing Date, further documents are reasonably requested in order to carry out the provisions and purposes of this Agreement,
the parties hereto shall execute and deliver such further documents.
SECTION 5.
TERMINATION
5.1
Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior
to the Closing:
(a)
by mutual written consent of Seller and Buyer;
(b)
by Seller or Buyer, if the Closing shall not have occurred before November 5, 2024 (the “End Date”); provided,
that the right to terminate this Agreement pursuant to this Section 5.1(b) shall not be available to any party hereto whose failure to
fulfill any obligation under this Agreement has principally caused or resulted in the failure of the Closing to occur on or before the
End Date;
(c)
by Buyer or Seller, if there shall be any Law that makes consummation of the transactions contemplated by this Agreement illegal
or otherwise prohibited or if any Judgment enjoining Buyer or Seller from consummating the transactions contemplated by this Agreement
is entered and such Judgment shall become final and non-appealable (any such Judgment, a “Legal Restraint”); provided,
that the right to terminate this Agreement pursuant to this Section 5.1(c) shall not be available to any party hereto whose failure to
fulfill any obligation under Section 4.1 has principally caused or resulted in the imposition of such Legal Restraint or the failure of
such Legal Restraint to be resisted, resolved or lifted;
(d)
by Buyer, if there has been a material breach by Seller of any of its representations, warranties, covenants or agreements contained
in this Agreement and such breach shall not have been cured within ten (10) Business Days after written notice thereof shall have been
received by Seller; provided, however, that the right to so terminate this Agreement pursuant to this Section 5.1(d) shall
not be available to Buyer to the extent that Buyer is then in breach or failed to perform any of Buyer’s representations, warranties,
covenants or obligations set forth in this Agreement, which breach or failure to perform would give rise to the failure of a condition
set forth in Section 3.3; and
(e)
by Seller, if there has been a material breach by Buyer of any of its representations, warranties, covenants or agreements contained
in this Agreement and such breach shall not have been cured within ten (10) Business Days after written notice thereof shall have been
received by Buyer; provided, however, that the right to so terminate this Agreement pursuant to this Section 5.1(e) shall
not be available to Seller to the extent that Seller is then in breach or failed to perform any of Seller’s representations, warranties,
covenants or obligations set forth in this Agreement, which breach or failure to perform would give rise to the failure of a condition
set forth in Section 3.2.
The party hereto desiring
to terminate this Agreement pursuant to this Section 5.1 (other than Section 5.1(a)) shall give written notice of such termination to
the other parties hereto in accordance with Section 6.1, specifying the provision of this Section 5.1 pursuant to which such termination
is effected.
5.2
Effect of Termination. In the event of any termination of this Agreement pursuant to Section 5.1, this Agreement shall
be terminated, and there shall be no further liability or obligation hereunder or thereunder on the part of any party hereto; provided,
however, that nothing contained in this Agreement (including this Section 5.2) will relieve any party from liability for any Willful
and Material Breach of any of its representations, warranties, covenants or agreements set forth in this Agreement. When used in this
Agreement, “Willful and Material Breach” means a material breach that is the consequence of an act or omission by the
breaching party with the actual knowledge that the taking of such act or failure to take such act would cause or constitute such material
breach.
SECTION 6.
MISCELLANEOUS
6.1
Notice. Any notice, request, claim, demand or other communication under this Agreement shall be in writing, shall be either
personally delivered, delivered by email transmission or sent by reputable overnight courier service (charges prepaid) to the address
for such party set forth below or such other address as the recipient party has specified by prior written notice to the other parties
hereto and shall be deemed to have been given immediately upon personal delivery, on the date of receipt, if delivered by email transmissions
(to the extent that no “bounce back” or similar message indicating non-delivery is received with respect thereto) or one
(1) day after deposit with a reputable overnight courier service.
If to the Buyer:
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Tungsten 2024 LLC 445 Park Ave 15th Floor
New York, NY 10222
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Attention: |
Tom Knott |
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Email: |
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with a copy to:
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Paul, Weiss, Rifkind, Wharton & Garrison
LLP
1285 Avenue of the Americas
New York, NY 10019-6064
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Attention: |
Scott A. Barshay and Laura C.
Turano |
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Email: |
sbarshay@paulweiss.com; lturano@paulweiss.com |
If to Seller:
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Luis
DaSilva
194
Riverview Road
Bridgewater, NJ 08807
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Email: |
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6.2
Survival. Except in the case of Fraud (which shall not be limited by this Section 6.2), the representations and warranties
contained in Section 1.2 and Section 1.3 shall not survive the Closing and shall terminate upon the Closing, except that the representations
set forth in Sections 1.2(b), 1.2(c), 1.2(d), 1.2(g) and 1.2(h) and Sections 1.3(b), 1.3(c), 1.3(g), 1.3(h) and 1.3(i) shall survive until
the expiration of the applicable statute of limitations. The covenants and agreements that by their terms do not contemplate performance
after the Closing shall terminate at the Closing. When used in this Agreement, “Fraud” means, with respect to a party,
an actual and intentional fraud in respect of the making of any representation or warranty set forth in Section 1.2 or Section 1.3, as
applicable, with intent to deceive another party, or to induce that party to enter into this Agreement and requires (i) a false representation
of material fact made in Section 1.2 or Section 1.3, as applicable, (ii) actual knowledge that such representation is false, and (iii)
an intention to induce the party to whom such representation is made to act or refrain from acting in reliance upon it.
6.3
Expenses. All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall
be paid by the party hereto incurring such cost or expense, except that (i) all filing fees paid in respect of the filings under the HSR
Act in connection with this Agreement and the transactions contemplated hereby shall be borne by Buyer and (ii) Buyer shall pay the Selling
Expenses upon Closing on behalf of Seller.
6.4
Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with
the Laws of the State of Delaware without giving effect to the principles of conflicts of law. Each of the parties hereto hereby irrevocably
and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware
(or, only if such court declines to accept jurisdiction over a particular matter, then in the United States District Court for the District
of Delaware or, if jurisdiction is not then available in the United States District Court for the District of Delaware (but only in such
event), then in any court sitting of the State of Delaware in New Castle County) and any appellate court from any of such courts (in any
case, the “Delaware Court”) for any Proceeding arising out of or relating to this Agreement or the transactions contemplated
hereby, whether framed in contract, tort or otherwise, and further agrees that service of any process, summons, notice or document by
U.S. mail to its respective address set forth in this Agreement shall be effective service of process for any Proceeding brought against
it in any such court. Each of the parties hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of
any Proceeding arising out of this Agreement or the transactions contemplated hereby in any Delaware Court, and hereby further irrevocably
and unconditionally waives and agrees not to plead or claim in any such court that any such Proceeding brought in any such court has been
brought in an inconvenient forum. EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR
THE TRANSACTIONS CONTEMPLATED HEREBY.
6.5
Successors and Assigns. Neither this Agreement nor any of the rights or obligations under this Agreement shall be assigned,
in whole or in part (except by operation of Law pursuant to a merger whose purpose is not to avoid the provisions of this Agreement),
by any party hereto without the prior written consent of the other parties hereto except that, Buyer may assign or otherwise transfer
any or all of its rights and obligations hereunder to one or more of its Affiliates, but no such assignment shall relieve Buyer of its
obligations under this Agreement if such assignee does not perform such obligation. Subject to the foregoing, this Agreement shall bind
and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns. Any purported assignment
in violation of this Agreement will be void ab initio.
6.6
Counterparts. This Agreement may be executed in separate counterparts, each of which shall be an original and all of which
taken together shall constitute one and the same agreement.
6.7
Remedies. Each party hereto acknowledges that money damages would not be an adequate remedy in the event that any of the
covenants or agreements in this Agreement are not performed in accordance with its terms, and it is therefore agreed that in addition
to and without limiting any other remedy or right it may have, the non-breaching party will have the right to an injunction, temporary
restraining order or other equitable relief in any court of competent jurisdiction enjoining any such breach and enforcing specifically
the terms and provisions hereof, without proof of damages or otherwise or posting or securing any bond or other security. All rights,
powers and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and
not alternative, and the exercise or beginning of the exercise of any thereof by any party hereto shall not preclude the simultaneous
or later exercise of any other such right, power or remedy by such party. Each of parties hereto agrees that it will not oppose the granting
of an injunction, temporary restraining order or other equitable relief on the basis that the other parties hereto have an adequate remedy
at law or an award of specific performance is not an appropriate remedy for any reason at law or in equity.
6.8
Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective
and valid under applicable Law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect
under any applicable Law in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or
any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal
or unenforceable provision had never been contained herein.
6.9
Entire Agreement. This Agreement (including the Schedules hereto), embodies the complete agreement and understanding among
the parties hereto with respect to the subject matter hereof or thereof and supersede and preempt any prior understandings, agreements
or representations by or among the parties hereto, written or oral, that may have related to the subject matter hereof in any way.
6.10
Interpretation. The headings contained in this Agreement are for convenience only and shall not affect in any way the meaning
or interpretation of this Agreement. Unless the context otherwise requires, whenever the words “include”, “includes”
or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”,
words describing the singular number shall include the plural and vice versa and words denoting any gender shall include all genders.
When a reference is made in this Agreement to Sections or a Schedule, such reference shall be to a Section or Schedule, as applicable,
of this Agreement unless otherwise indicated. The words “hereof”, “hereto”, “hereby”, “herein”
and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to
any particular provision of this Agreement. The words “the date hereof”, “the date of this Agreement” and words
of similar import mean the day and year first set forth above in the preamble to this Agreement. Unless the context otherwise requires,
the terms “neither”, “nor”, “any”, “either” and “or” are not exclusive. The
word “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and such
phrase does not mean simply “if”. References to “days” shall mean “calendar days” unless expressly
stated otherwise. Any reference in this Agreement to a date shall be deemed to be such date or time in the City of New York, New York,
U.S.A., unless otherwise specified. Any Contract referred to herein means such Contract, instrument or Law as from time to time amended,
modified or supplemented. References to any statute shall be deemed to refer to such statute and any rules or regulations promulgated
thereunder. References to a Person are also to its permitted successors and assigns. Each of the parties hereto has participated in the
drafting and negotiation of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement must be construed
as if it is drafted by all the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by
virtue of authorship of any of the provisions of this Agreement.
6.11
Amendments and Waivers. This Agreement may not be amended except by an instrument in writing signed by all parties hereto.
Waiver of any term or condition of this Agreement by any party shall only be effective if in writing and shall not be construed as a waiver
of any subsequent breach or failure of the same term or condition or a waiver of any other term or condition of this Agreement. Buyer
agrees not to amend or otherwise modify, or waive any provision of, any Other Stock Purchase Agreement or the Letter Agreement, in each
case if such amendment, modification or waiver would prevent, impede or materially delay the satisfaction of any condition set forth in
Section 3 hereof, and Buyer further agrees that, with respect to any other amendment, modification or waiver of any Other Stock Purchase
Agreement that is favorable to the other party thereto, Buyer shall not enter into such amendment or modification or provide such waiver
without first offering to Seller the same amendment, modification or waiver of the corresponding provisions of this Agreement and, if
Seller desires to enter into such amendment, modification or waiver, doing so simultaneously with the corresponding amendment, modification
or waiver of such Other Stock Purchase Agreement.
[Remainder
of page intentionally left blank.]
IN WITNESS WHEREOF, each of
the parties hereto has executed this Agreement as of the date first written above.
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TUNGSTEN 2024 LLC |
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By: |
/s/ John Cote |
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Name:
Title: |
John Cote Manager |
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By: |
/s/ Luis DaSilva |
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Name:
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Luis DaSilva |
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EXHIBIT 5
STOCK PURCHASE
AGREEMENT
STOCK PURCHASE AGREEMENT,
dated as of August 7, 2024 (this “Agreement”), by and between the Person (as defined below) set forth on Schedule I
attached hereto (“Seller”) and Tungsten 2024 LLC, a Delaware limited liability company (“Buyer”).
RECITALS
WHEREAS, Seller is (a) the
beneficial and record owner of (i) the number of shares of Class A Common Stock, par value $0.0001 per share (“Class A Shares”),
of CompoSecure, Inc., a Delaware corporation (the “Company”), (ii) the number of shares of Class B Common Stock, par
value $0.0001 per share (“Class B Shares”), of the Company, and (iii) the number of Class B Units (“Class
B Units”) of CompoSecure Holdings L.L.C., a Delaware limited liability company (“Holdings”), in each case,
as set forth opposite Seller’s name on Schedule I attached hereto (such equity interests under clauses (a) through (c) above,
collectively, the “Pre-Exchange Equity Interests”) and (b) are TRA Parties under the Tax Receivable Agreement (the
Seller’s rights under the Tax Receivable Agreement, dated as of December 27, 2021 (the “Tax Receivable Agreement”),
by and among the Company, Holdings and the other parties thereto, the “TRA Rights”);
WHEREAS, upon the terms and
subject to the conditions set forth in this Agreement and the Exchange Agreement, dated as of December 27, 2021 (the “Exchange
Agreement”), by and among the Company, Holdings and such holders of Class B Units from time to time party thereto, and the Second
Amended and Restated Certificate of Incorporation of the Company, dated as of December 27, 2021 (the “Company Charter”),
Seller desires to exchange all the Class B Units set forth opposite Seller’s name on Schedule I attached hereto for Class A Shares,
whereupon all of Seller’s Class B Shares shall be cancelled for no consideration, without any action on the part of any Person (collectively,
the “Exchange”);
WHEREAS, after giving effect
to the Exchange, Seller shall be the beneficial and record owners of the number of Class A Shares set forth opposite Seller’s name
on Schedule I attached hereto (the “Post-Exchange Class A Shares”);
WHEREAS, Seller desires to
sell, and Buyer desires to purchase, the number of Class A Shares set forth on Schedule II attached hereto (the “Purchased Shares”),
subject to the terms and conditions set forth herein;
WHEREAS, concurrently with
the execution and delivery of this Agreement and as a condition to Buyer’s willingness to enter into this Agreement, certain other
Persons (collectively, the “Other Sellers”) are entering into stock purchase agreements with Buyer (the “Other
Stock Purchase Agreements”), pursuant to which (a) the Other Sellers have agreed to exchange all the Class B Units set forth
opposite such Other Sellers’ names on the Schedule I attached to the applicable Other Stock Purchase Agreement and (b) the Other
Sellers have agreed to sell and Buyer has agreed to purchase the Other Sellers’ respective Purchased Shares (as defined in the applicable
Other Stock Purchase Agreement), subject to the terms and conditions set forth in the Other Stock Purchase Agreement to which the applicable
Other Sellers are party; and
WHEREAS, Seller, together
with the Other Sellers, are the holders of all of the currently outstanding Class B Units.
NOW, THEREFORE, for and in
consideration of the mutual promises set forth herein and other valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and upon the terms and subject to the conditions hereof, the parties hereto agree as follows:
SECTION 1.
PURCHASE AND SALE
1.1
Purchase Price; Payment.
(a)
Subject to the terms and conditions contained herein, Seller hereby agrees to sell, transfer and assign to Buyer (or an Affiliate
of Buyer as designated by Buyer), and Buyer hereby agrees to purchase, acquire and accept from Seller the Purchased Shares to be sold
by Seller hereunder for a purchase price of $7.55 per Purchased Share held by Seller, the “Purchase Price”), in each
case, net of Seller’s pro rata portion of the expenses described on Schedule IV (the “Selling Expenses”) and
paid in cash in immediately available funds to the account(s) hereafter designated by Seller. Contemporaneously with the delivery of Seller’s
respective portion of the Purchase Price, Seller will cause to be delivered to Buyer (or its designee) the Purchased Shares to be sold
hereunder by Seller (or evidence of book-entry delivery), free and clear of all security interests, claims, liens and encumbrances of
any nature, including any rights of third parties in or to such interests (other than restrictions on transfer under applicable federal
and state securities Laws). When used in this Agreement, “Affiliate” means, with respect to any Person, any other Person
that directly or indirectly controls, is controlled by or is under common control with such Person. For purposes of the immediately preceding
sentence, the term “control” (including, with correlative meanings, the terms “controlling,” “controlled
by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly,
of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities,
by Contract or otherwise; provided that, for purposes of this Agreement, in no event shall the Company, Holdings or any of their
respective subsidiaries be deemed an Affiliate of Seller hereunder. “Person” means any natural person, corporation,
partnership, limited liability company, joint venture, association, joint-stock company, trust, foundation, unincorporated organization
or government or other agency or political subdivision thereof, or any other entity or group comprised of two or more of the foregoing.
(b)
The closing of the purchase and sale of the Purchased Shares (the “Closing”) will be held at the offices of
Paul, Weiss, Rifkind, Wharton & Garrison LLP, 1285 Avenue of the Americas, New York, NY 10019 or remotely by exchange of documents
and signatures (or their electronic counterparts) as soon as practicable, but not more than two (2) Business Days (as defined below) after
satisfaction (or waiver, if permissible pursuant to applicable Law (as defined below)) of
the conditions set forth in Section 3 (other than conditions that by their nature are to be satisfied and are in fact satisfied at the
Closing), or at such other date, time or place as the parties hereto may mutually agree. The date and time at which the Closing
occurs is referred to as the “Closing
Date”. When used in this Agreement, “Business Day” means any day other than (i) a Saturday or a Sunday, (ii)
a day on which banking institutions in New York City or the Secretary of State of the State of Delaware is authorized or obligated by
Law to be closed or (iii) any day on which the SEC’s Electronic Data Gathering and Retrieval system is not open to accept filings.
(c)
If, between the date of this Agreement and the Closing Date, any change in the Class A Shares, Class B Shares or Class B Units
shall occur by reason of any reclassification, recapitalization, stock split or combination, special dividend (including stock dividends)
or distribution (other than tax distributions on the Class B Units in the ordinary course of business consistent with the Company’s
past practices and in accordance with the schedule attached hereto as Schedule III), exchange (other than the Exchange) or readjustment
of shares, or a record date for any of the foregoing is established, the number and type of shares deliverable hereunder by Seller shall
be appropriately adjusted.
(d)
Buyer shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to Seller such
amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of applicable tax Law
(it being agreed that, absent a change in applicable Law, no withholding will be required if Seller delivers to Buyer prior to the Closing
an IRS Form W-9 properly completed and duly executed by Seller establishing a complete exemption from U.S. federal withholding tax, including
backup withholding). If Seller cannot establish a complete exemption from U.S. federal withholding tax (including backup withholding),
Seller shall be required to notify Buyer of such fact at least five (5) Business Days (as defined below) prior to the Closing. To the
extent that amounts are so withheld by Buyer (and, in the case of any withholding taxes, remitted to the applicable Governmental Entity
(as defined below)), such withheld amounts shall be treated for all purposes of this Agreement as having been paid to Seller.
1.2
Representations and Warranties of Seller. Seller represents and warrants to Buyer as of the date of this Agreement and the
Closing Date that:
(a)
if Seller is an entity, Seller is duly organized, validly existing and in good standing (as applicable) under the Laws of the jurisdiction
that governs it, and has the full entity power and authority to carry on its business as now conducted and to own its assets;
(b)
Seller has (i) if Seller is an entity, full entity power and authority and (ii) if Seller is a natural person, full power and capacity
to enter into this Agreement and to consummate the transactions contemplated hereby, including to effectuate the Exchange and to sell,
transfer and assign to Buyer all right, title and interest in and to the Purchased Shares to be sold by Seller hereunder and to enter
into the TRA Amendment described in Section 3.2(g);
(c)
(i) as of the date of this Agreement, (A) Schedule I attached hereto sets forth all equity interests in the Company or Holdings
beneficially owned by Seller and (B) Seller has good and valid title to, and is the sole record owner of, the Pre-Exchange Equity
Interests set forth opposite Seller’s name on Schedule I attached hereto and is a TRA Party, and
(ii) as of the Closing Date, (A) the Post-Exchange
Class A Shares (including the Purchased Shares) will constitute all equity interests in the Company or Holdings beneficially owned by
Seller and (B) Seller will have good and valid title to, and will be the sole record owner of, the Post-Exchange Class A Shares (including
the Purchased Shares to be sold hereunder by Seller), in each case of clause (i) and (ii) above, free and clear of all security interests,
claims, liens and encumbrances of any nature, including any rights of third parties in or to such interests (other than restrictions on
transfer under applicable federal and state securities Laws);
(d)
this Agreement has been duly and validly executed and delivered by Seller and, assuming the due execution and delivery thereof
by Buyer, is, and will be, a valid and binding obligation of Seller, enforceable against Seller in accordance with the terms hereof, except
as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting the rights
of creditors generally and by general principles of equity;
(e)
the execution and delivery of this Agreement by Seller, the performance by Seller of its obligations hereunder and the consummation
of the transactions contemplated hereby, will not:
(i)
if Seller is an entity, conflict with or violate the organizational or trust documents of Seller;
(ii)
require any consent, approval, order or authorization of or other action by any United States or foreign federal, state, commonwealth
or other governmental, regulatory or administrative, department, board, bureau, authority, agency, division, instrumentality or commission
or any court of any of the same, in each case, which has jurisdiction over Seller or any of Seller’s Affiliates (each a “Governmental
Entity”), or any registration, qualification, declaration or filing (other than those that have been obtained or made and (A)
any filings required to be made with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act
of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange
Act”); and (B) the compliance with and filings and/or notices under the Hart-Scott-Rodino Antitrust Improvement Act of 1976,
as amended (the “HSR Act”)) with or without notice to any Governmental Entity, in each case on the part of or with
respect to Seller, the absence or omission of which would, either individually or in the aggregate, be materially adverse to, or materially
delay, Seller’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby; provided,
however, that no representation or warranty is made with respect to any of the foregoing which Seller may be required to obtain,
give or make as a result of the specific legal or regulatory status of Buyer or any of its Affiliates or as a result of any other facts
that specifically relate to Buyer or any of its Affiliates;
(iii)
require, on the part of Seller, any consent by or approval of or notice to any other person or entity (other than a Governmental
Entity), the absence or omission of which would, either individually or in the aggregate be materially adverse to, or materially
delay, the Seller’s ability to perform
its obligations under this Agreement or consummate the transactions contemplated hereby; or
(iv)
result (with or without notice, lapse of time or otherwise) in a breach of the terms or conditions of, a default under, a conflict
with, or the acceleration of (or the creation in any Person of any right to cause the acceleration of) any performance by Seller or any
increase in any payment required by Seller, or the termination, suspension, modification, impairment or forfeiture (or the creation in
any Person of any right to cause the termination, suspension, modification, impairment or forfeiture) of any material rights or privileges
of Seller (any such breach, default, conflict, acceleration, increase, termination, suspension, modification, impairment or forfeiture,
a “Violation”) under (x) any agreement, contract or arrangement, written or oral (collectively, “Contract”),
or any judgment, writ, order or decree (collectively, “Judgment”) to which Seller is a party or by or to which Seller
or its properties, assets or any of Seller’s Pre-Exchange Equity Interests (or, after giving effect to the Exchange, the Post-Exchange
Class A Shares (including the Purchased Shares)) may be subject, bound or affected or (y) any applicable federal,
state, local, municipal, foreign or other law, statute, constitution, principle of common law, ordinance, code, rule, regulation, ruling
or other legal requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of
any Governmental Entity (collectively, “Law”), assuming all required notifications and filings are made under
the HSR Act and any waiting period (and any extension thereof) under the HSR Act shall have expired or been terminated, in each case of
clause (x) and (y), other than any such Violations as would not, either individually or in the aggregate, have a material adverse effect
on Seller’s ability to consummate the transactions contemplated hereby;
(f)
as of the date hereof, there is no action, suit, investigation or proceeding, governmental, regulatory or otherwise (“Proceeding”),
pending or, to the knowledge of Seller, threatened, against Seller relating to Seller’s Pre-Exchange Equity Interests or the transactions
contemplated by this Agreement;
(g)
Seller (i) is selling the Purchased Shares solely for its own account for investment purposes and not with a view to, or for
offer or sale in connection with, any distribution thereof, (ii) has such knowledge, sophistication and experience in financial and business
matters that Seller is capable of evaluating the merits and risks of entering into this Agreement and consummating the transactions contemplated
hereby, (iii) has relied solely on its own independent investigation in valuing Seller’s Purchased Shares and determining to proceed
with the transactions contemplated by this Agreement, (iv) has not relied on any assertions made by Buyer, any of its Affiliates, or any
Person representing or acting on behalf of Buyer regarding the Company or Holdings, Seller’s Pre-Exchange Equity Interests, Post-Exchange
Class A Shares (including the Purchased Shares), rights under the Tax Receivable Agreement or the valuation thereof, (v) has or had access
to all information that it believes to be necessary, sufficient or appropriate in connection with the transactions contemplated by this
Agreement, (vi) has previously undertaken such independent investigation of the Company and Holdings as in its judgment is appropriate
to make an informed decision with respect to the transactions contemplated by this Agreement, (vii) has made its own decision to consummate
the transactions
contemplated by this Agreement based on its
own independent review and consultations with such investment, legal, tax, accounting and other advisers as it has deemed necessary and
without reliance on any express or implied representation or warranty of Buyer and (ix) (A) acknowledges that the Buyer and/or its Affiliates
may have, and may later come in possession of, information with respect to the business, operations, assets, liabilities, financial condition
or prospects of the Company, Holdings and their respective subsidiaries that is not known to Seller and that may be material to a decision
to sell the Purchased Shares (the “Buyer Excluded Information”), (B) has determined to sell the Purchased Shares notwithstanding
its lack of knowledge of the Buyer Excluded Information, and (C) agrees that the Buyer shall have no liability to Seller, and Seller waives
and releases any claims that it might have against the Buyer, with respect to the non-disclosure of any Buyer Excluded Information in
connection with the sale of the Purchased Shares and the transactions contemplated by this Agreement;
(h)
other than with respect to the Selling Expenses, Seller is not bound by or subject to any Contract with any person that will result
in Buyer being obligated to pay any finder’s fees, brokerage or agent’s commissions or other like payments in connection with
the negotiations leading to this Agreement or the consummation of the transactions contemplated hereby; and
(i)
Seller is a United States person (within the meaning of Section 7701(a)(30) of the Code) eligible to deliver an IRS Form W-9 establishing
a complete exemption from U.S. federal withholding tax.
1.3
Representations of Buyer. Buyer represents and warrants to Seller that as of the date of this Agreement and the Closing
Date that:
(a)
it is duly organized, validly existing and in good standing under the Laws of the jurisdiction that governs it, and has the full
entity power and authority to carry on its business as now conducted and to own its assets;
(b)
this Agreement has been duly and validly executed and delivered by it, and, assuming the due execution and delivery thereof by
each other party hereto, is, and will be, a valid and binding obligation of it, enforceable against it in accordance with the terms hereof,
except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting the
rights of creditors generally and by general principles of equity;
(c)
it has full limited liability company power and authority to enter into this Agreement and to consummate the transactions contemplated
hereby, including to purchase, acquire and accept from Seller all right, title and interest in and to the Purchased Shares;
(d)
the execution and delivery of this Agreement by it, the performance by it of its obligations hereunder and the consummation of
the transactions contemplated hereby, will not:
(i)
conflict with or violate its organizational documents;
(ii)
require any consent, approval, order or authorization of or other action by any Governmental Entity or any registration, qualification,
declaration or filing (other than those that have been obtained or made and (A) any filings required to be made with the SEC under the
Securities Act or the Exchange Act and (B) the compliance with and filings and/or notices under the HSR Act) with or without notice to
any Governmental Entity, in each case on the part of or with respect to it, the absence or omission of which would, either individually
or in the aggregate, be materially adverse to, or materially delay, Buyer’s ability to perform its obligations under this Agreement
or consummate the transactions contemplated hereby; provided, however, that no representation or warranty is made with respect
to any of the foregoing which Buyer may be required to obtain, give or make as a result of the specific legal or regulatory status of
Seller or any of its Affiliates or as a result of any other facts that specifically relate to Seller or any of its Affiliates;
(iii)
require, on the part of it, any consent by or approval of or notice to any other person or entity (other than a Governmental Entity),
the absence or omission of which would, either individually or in the aggregate, be materially adverse to, or materially delay, Buyer’s
ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby; or
(iv)
result (with or without notice, lapse of time or otherwise) in a breach of the terms or conditions of, a default under, a conflict
with, or the acceleration of (or the creation in any Person of any right to cause the acceleration of) any performance of any obligation
by it or any increase in any payment required by it, or the termination, suspension, modification, impairment or forfeiture (or the creation
in any Person of any right to cause the termination, suspension, modification, impairment or forfeiture) of any material rights or privileges
of it under (x) any Contract or any Judgment to which it is a party or by or to which it, its properties or its assets may be subject,
bound or affected or (y) any applicable Law, assuming all required notifications and filings are made under the HSR Act and any waiting
period (and any extension thereof) under the HSR Act and the rules and regulations promulgated thereunder applicable to the transactions
contemplated hereby shall have expired or been terminated, in each case of clause (x) and (y), other than any such Violations as would
not, either individually or in the aggregate, be materially adverse to, or materially delay, Buyer’s ability to perform its obligations
under this Agreement or consummate the transactions contemplated hereby;
(e)
as of the date hereof, there is no Proceeding pending or, to its knowledge, threatened, against it relating to the transactions
contemplated by this Agreement;
(f)
it has as of the date hereof, and it will have at all times through the Closing, access to sufficient unrestricted assets (and
will have at the Closing, access to sufficient unrestricted funds) to consummate the purchase of the Purchased Shares hereunder and the
transactions contemplated by the Other Stock Purchase Agreements (it being agreed that, without
limiting the foregoing, in no event shall the
receipt or availability of any funds or financing by Buyer or any of its Affiliates be a condition to any of the obligations of Buyer
hereunder);
(g)
it (i) is acquiring the Purchased Shares solely for its own account for investment purposes and not with a view to, or for offer
or sale in connection with, any distribution thereof, (ii) is an “accredited investor” as defined under Section 501 of the
Securities Act, (ii) has such knowledge, sophistication and experience in financial and business matters that it is capable of evaluating
the merits and risks of entering into this Agreement and consummating the transactions contemplated hereby, (iii) (x) is relying on its
own due diligence and review of the business, operations, assets, liabilities, financial condition and prospects of the Company, Holdings
and their respective subsidiaries and value of the Purchased Shares, (y) has not relied on any assertions made by Seller, any of Seller’s
Affiliates, or any Person representing or acting on behalf of Seller with respect to the foregoing, and (z) acknowledges that Seller does
not make any representation or warranty of any kind except as expressly set forth in Section 1.2, and Seller specifically makes no representation
or warranty of any kind regarding the business, operations, assets, liabilities, financial condition or prospects of the Company, Holdings
and their respective subsidiaries or the value of the Purchased Shares, (iv) has previously undertaken such independent investigation
of the Company and Holdings as in its judgment is appropriate to make an informed decision with respect to the transactions contemplated
by this Agreement, (vii) has made its own decision to consummate the transactions contemplated by this Agreement based on its own independent
review and consultations with such investment, legal, tax, accounting and other advisers as it has deemed necessary, and (viii) acknowledges
that (x) the sale of the Purchased Shares by Seller was privately negotiated in an independent transaction, (y) the Purchased Shares are
being sold by Seller in reliance on a private placement exemption from registration under the Securities Act, and (z) the Purchased Shares
will bear customary restricted legends limiting their transfer in compliance with the Securities Act;
(h)
it (i) has or had access to all information that it believes to be necessary, sufficient or appropriate in connection with the
transactions contemplated by this Agreement, (ii) acknowledges that Seller and/or Seller’s Affiliates may have, and may later come
in possession of, information with respect to the business, operations, assets, liabilities, financial condition or prospects of the Company,
Holdings and their respective subsidiaries that is not known to Buyer and that may be material to a decision to acquire the Purchased
Shares (the “Seller Excluded Information”), (iii) has determined to acquire the Purchased Shares notwithstanding its
lack of knowledge of the Seller Excluded Information, and (iv) agrees that the Seller shall have no liability to Buyer, and Buyer waives
and releases any claims that it might have against Seller, with respect to the non-disclosure of any Seller Excluded Information in connection
with the sale of the Purchased Shares and the transactions contemplated by this Agreement;
(i)
it is not bound by or subject to any Contract with any person which will result in Seller being obligated to pay any finder’s
fees, brokerage or agent’s commissions or other like payments in connection with the negotiations leading to this Agreement or the
consummation of the transactions contemplated hereby; and
(j)
neither it, nor any of its Affiliates, owns any interest in any Person that (a) derives a portion of its revenues from products
or (b) is developing products, services, technologies, intellectual property or other know-how in the same markets in which the Company,
Holdings and their respective subsidiaries operate that (i) would reasonably be expected to impose any material delay in the obtaining
of, or material risk of not obtaining, any consent, authorization, order or approval of any Governmental Entity of competent jurisdiction
necessary to consummate the transactions contemplated by this Agreement or the expiration or termination of any applicable waiting period
under the HSR Act, (ii) materially increase the risk of any Governmental Entity of competent jurisdiction entering an order prohibiting
the consummation of the transactions contemplated by this Agreement, or (iii) prevent the consummation of the transactions contemplated
by this Agreement.
SECTION 2.
DELIVERIES AT CLOSING
2.1
Seller’s Deliveries. At the Closing, Seller shall deliver or cause to be delivered to Buyer (or its designee(s)) the
following:
(a)
one or more certificates representing the Purchased Shares to be sold by Seller hereunder, accompanied by duly executed instruments
of transfer in the name of Buyer (or its designee(s)) as transferee or duly endorsed in blank, together with stock transfer tax stamps
attached (if applicable) and/or written confirmation, or other evidence reasonably satisfactory to Buyer that such Purchased Shares have
been deposited by book entry transfer to an account of Buyer (or its designee(s)), which account shall have been identified to Seller
in writing by Buyer three (3) Business Days prior to the Closing Date, maintained with a bank, brokerage firm or other financial institution
or with the Company’s transfer agent;
(b)
an IRS Form W-9 properly completed and duly executed by Seller;
(c)
If Seller is a Transferee (as defined below) that was not party to any Exchange, evidence reasonably satisfactory to Buyer that,
at the time of such Exchange, the Transferor delivered to the Company a properly completed and duly executed IRS Form W-9 establishing
a complete exemption from U.S. federal withholding tax, including backup withholding (or otherwise made the Company whole for any withholding
required in connection with such Exchange); and
(d)
one or more certificates, executed by Seller or one or more duly authorized representatives thereof, as the case may be, as to
the matters referred to in Sections 3.2(a) and 3.2(b).
2.2
Buyer Deliveries. At the Closing, Buyer shall deliver or cause to be delivered to Seller (or Seller’s designees) the
following:
(a)
the aggregate respective portion of the Purchase Price in cash, subject to Section 1.1(d) of this Agreement, to an account designated
for Seller by wire transfer of immediately available funds. At least three (3) Business Days prior to the Closing Date, Seller
shall provide Buyer with written notice of
wire transfer instructions for delivery of Seller’s portion of the Purchase Price; and
(b)
a certificate, executed by a duly authorized officer of Buyer, as to the matters referred to in Sections 3.3(a) and 3.3(b).
SECTION 3.
CONDITIONS TO CLOSING
3.1
Conditions to Each Party’s Obligations. The respective obligations of Buyer and Seller to consummate the transactions
contemplated by this Agreement are subject to the satisfaction (or waiver, if permissible pursuant to applicable Law) of the following
conditions:
(a)
No Legal Restraints. No judgment, decree, injunction or order, preliminary, temporary or permanent, and no binding order
or determination by any Governmental Entity of competent jurisdiction will be in effect, and no Law shall be enacted, enforced or deemed
applicable by a Governmental Entity of competent jurisdiction, which makes illegal, prohibits or would prevent the consummation of the
transactions contemplated by this Agreement.
(b)
HSR Clearance. Any waiting period (and any extension thereof) under the HSR Act and the rules and regulations promulgated
thereunder applicable to the transactions contemplated hereby, shall have expired or been terminated.
3.2
Conditions to Buyer’s Obligations. The obligation of Buyer to consummate the purchase of the Purchased Shares contemplated
by this Agreement is subject to the satisfaction of the following conditions, any of which may be waived (if permissible pursuant to applicable
Law) in writing by Buyer:
(a)
Representations and Warranties. The representations and warranties of Seller: (i) set forth in Section 1.2(c) shall be true
and correct in all respects (except for any inaccuracies that individually or in the aggregate are de minimis) as of the date of
this Agreement and the Closing Date as though made as of such date (except to the extent that any such representation and warranty expressly
speaks as of an earlier date, in which case such representation and warranty shall be so true and correct only as of such earlier date);
and (ii) set forth in Section 1.2 (other than Section 1.2(c)) shall be true and correct in all material respects as of the date of
this Agreement and as of the Closing Date as though made as of such date (disregarding all “materiality” and similar qualifications
contained in such representations and warranties, and except to the extent that any such representation and warranty expressly speaks
as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects only as of such
earlier date).
(b)
Performance. Seller shall have performed in all material respects all its obligations hereunder to be performed by Seller
at or prior to the Closing Date.
(c)
Deliveries. Seller’s deliveries, set forth in Section 2.1, shall have been delivered.
(d)
No Takeover Defenses Implemented; Operations in the Ordinary Course. Between the date of this Agreement and the Closing,
the Company or the board of directors of the Company (the “Board”) shall not have adopted, approved or implemented,
or taken any action to adopt, approve or implement, any shareholder rights plan (as such term is commonly understood in connection with
corporate transactions), any “moratorium,” “control share,” “fair price,” “takeover” or
“interested stockholder” provision or any other similar plan, agreement or provision that would cause Buyer to incur or suffer
a material economic detriment as a result of Buyer’s inability to continue to hold or acquire additional Class A Shares following
the Closing or that would have an adverse effect on the ability of the Buyer Designees (as defined below) to continue to serve on the
Board. Between the date of this Agreement and the Closing, the Company shall have complied with the covenants set forth in the second
sentence of Section 5 of that certain letter agreement between the Company and Buyer dated as of the date hereof (the “Letter
Agreement”).
(e)
Board Matters. Subject to and effective upon the Closing, each of David Cote, Tom Knott and four other individuals designated
by Buyer (such six individuals, or any substitutes therefor designated by Buyer, collectively, the “Buyer Designees”)
shall be appointed as members of the Board, the size of the Board shall be eleven, and the Buyer Designees shall constitute a majority
of the Board.
(f)
Majority Shares to be Acquired. Subject to and immediately following the Closing, and taking into account the consummation
of the transactions under the Other Stock Purchase Agreements to occur contemporaneously with the Closing, Buyer shall hold a majority
of the Class A Shares and no Class B Units shall remain outstanding.
(g)
TRA; TRA Amendment. No Change of Control (as defined in the Tax Receivable Agreement) shall have occurred pursuant to the
Tax Receivable Agreement as of the Closing Date, and the amendment to the Tax Receivable Agreement, by and among the Company and the other
parties thereto (the “TRA Amendment”), delivered to Buyer prior to the date hereof shall become effective upon the
Closing.
(h)
Termination of Stockholders Agreement. The termination of the Stockholders Agreement, dated as of December 27, 2021 (the
“Stockholders Agreement”), by and among the Company and the other parties thereto, delivered to Buyer prior to the
date hereof shall become effective upon the Closing.
(i)
Company Non-Contravention. The representations and warranties of the Company set forth in Section 11(c)(ii) of the Letter
Agreement shall be true and correct in all material respects as of the Closing Date as though made as of such date.
3.3
Conditions of Seller’s Obligations. The obligation of Seller to consummate the transactions contemplated by this Agreement
is subject to the satisfaction of the following conditions, any of which may be waived (if permissible pursuant to applicable Law) in
writing by Seller:
(a)
Representations and Warranties. The representations and warranties of Buyer set forth in Section 1.3 shall be true and
correct in all material respects as of the date of this Agreement and as of the Closing Date as though made as of such date (disregarding
all “materiality” and similar qualifications contained in such representations and warranties, and except to the extent that
any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true
and correct in all material respects only as of such earlier date).
(b)
Performance. Buyer shall have performed in all material respects all of its obligations hereunder to be performed by it
at or prior to the Closing Date.
(c)
Deliveries. The Buyer’s deliveries, set forth in Section 2.2, shall have been delivered to Seller (or Seller’s
designees).
3.4
Frustration of Conditions. Neither Buyer, on the one hand, nor Seller, on the other hand, may rely on the failure of any
condition set forth in Section 3.1, Section 3.2 or Section 3.3, as the case may be, to be satisfied (or to be able to be satisfied)
to excuse it from its obligation to effect the transactions contemplated hereby if such failure (or inability to be satisfied) was caused
by such party’s breach or other failure to comply with or perform its obligations or enforce it rights under this Agreement or,
in the case of Buyer, under the Other Stock Purchase Agreements.
SECTION 4.
COVENANTS
4.1
Regulatory Efforts. Each party hereto shall, as promptly as possible, use its reasonable best efforts to obtain, or
cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Entities that may be or become necessary
for the performance of its obligations pursuant to this Agreement. Each party hereto shall cooperate fully with the other parties hereto
and their respective Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. Buyer agrees to
make an appropriate notification pursuant to the HSR Act with respect to the transactions contemplated by this Agreement and the Other
Stock Purchase Agreements as promptly as practicable after the date hereof, and in any event not later than the date that is five (5)
Business Days after the date of this Agreement, and to supply as promptly as practicable to the appropriate Governmental Entity any additional
information and documentary material that may be requested pursuant to the HSR Act. Without limiting the generality of the foregoing,
each of the parties hereto shall use reasonable best efforts to (a) respond to any inquiries by any Governmental Entity regarding
antitrust or other matters with respect to the transactions contemplated by this Agreement; and (b) avoid the imposition of any order
or the taking of any action that would restrain, alter or enjoin the transactions contemplated by this Agreement; and in the event any
order from a Governmental Entity adversely affecting the ability of the parties to consummate the transactions contemplated by this Agreement
has been issued, to have such order vacated or lifted; provided, that notwithstanding the foregoing, this Section 4.1 shall not
require Buyer to take any action on the part of Buyer that would reasonably result in a requirement for Buyer to dispose of the Purchased
Shares or that would materially limit
the voting rights or the economic benefits
of the Purchased Shares. Buyer and Seller shall promptly furnish each other, to the extent permitted by applicable Laws, with copies of
written communications received by them or their Affiliates from, or delivered by any of the foregoing to, any Governmental Entity in
respect of the transactions contemplated by this Agreement. Buyer shall not enter into, or permit any Affiliate to enter into, any definitive
agreement to acquire any business or any corporation, partnership, limited liability company, joint venture or other business organization
or division thereof if the entering into of a definitive agreement relating to, or the consummation of, such acquisition would reasonably
be expected to (i) impose any material delay in the obtaining of, or materially increase the risk of not obtaining, any consent, authorization,
order or approval of any Governmental Entity of competent jurisdiction necessary to consummate the transactions contemplated by this Agreement
or the expiration or termination of any applicable waiting period under the HSR Act, (ii) materially increase the risk of any Governmental
Entity of competent jurisdiction entering an order prohibiting the consummation of the transactions contemplated by this Agreement or
(iii) prevent the consummation of the transactions contemplated by this Agreement.
4.2
Exchange. At least five (5) Business Days prior to the Closing, subject to and in accordance with Section 2.1 of the Exchange
Agreement, Seller shall (a) deliver to Holdings and the Company (with a copy delivered to Buyer) (i) an Exchange Notice (as defined in
the Exchange Agreement) to effect the Exchange of all Class B Units then held by Seller, which Exchange Notice shall specify that, (A)
at Seller’s election, the Exchange is contingent upon the Closing and (B) the Date of Exchange (as defined in the Exchange Agreement)
shall be no later than the Closing Date, and (ii) if Seller is legally eligible to do so, an IRS Form W-9 properly completed and duly
executed establishing a complete exemption from U.S. federal withholding tax (including backup withholding) and (b) surrender or, in the
absence of such surrender, be deemed to have surrendered, such Class B Units to Holdings (and surrender for cancellation one or more stock
certificates (if certificated) or instructions and stock powers (if uncertificated) to the Company representing a corresponding number
of Class B Shares) (in each case, free and clear of all security interests, claims, liens and encumbrances of any nature, including any
rights of third parties in or to such interests other than restrictions set forth in the Second Amended and Restated Limited Liability
Company Agreement of Holdings, dated as of December 27, 2021 (the “Holdings LLC Agreement”) and as may arise under applicable
federal and state securities Laws).
4.3
Transfer Restrictions. From the date of this Agreement until the earlier of the Closing Date or the termination of this
Agreement pursuant to Section 5, except for the purchase and sale of the Purchased Shares contemplated by this Agreement, Seller shall
not Transfer (as defined below) (or cause or permit the Transfer of) any of its Pre-Exchange Equity Interests, Post-Exchange Class A Shares
(including the Purchased Shares) or TRA Rights or enter into any agreement relating thereto, except with Buyer’s prior written consent;
provided that Seller may Transfer any of its Pre-Exchange Equity Interests, Post-Exchange Class A Shares (including the Purchased Shares)
or TRA Rights to a controlled Affiliate that is eligible to deliver an IRS Form W-9 establishing a complete exemption from U.S. federal
withholding tax (including backup withholding) if, as a precondition to such Transfer, such controlled Affiliate transferee agrees in
writing to be bound by the terms of, and to assume all of the obligations of Seller under, this
Agreement by executing and delivering a joinder
agreement in form and substance reasonably acceptable to Buyer (any such controlled Affiliate upon completion of the Transfer, a “Transferee”
and Seller, the “Transferor”). Any Transfer or attempted Transfer of any such Pre-Exchange Equity Interests, Post-Exchange
Class A Shares (including the Purchased Shares) or TRA Rights in violation of this Section 4.3 shall be null and void and of no effect
whatsoever. A Person will be deemed to have effected a “Transfer” of a Pre-Exchange Equity Interest, Post-Exchange Class A
Shares (including the Purchased Shares) or TRA Right if such Person, whether voluntarily or involuntarily, directly or indirectly (a)
sells, pledges, assigns, gifts, grants an option with respect to, transfers, exchanges, tenders or disposes (by merger, by testamentary
disposition, by operation of Law or otherwise) of a Pre-Exchange Equity Interest, Purchased Share, TRA Right or any interest in any of
the foregoing (other than the Exchange), (b) creates or permits to exist any security interests, claims, liens and encumbrances of any
nature, including any rights of third parties in or to such interests (other than pursuant to the Tax Receivable Agreement, the Holdings
LLC Agreement or restrictions on transfer under applicable federal and state securities Laws), (c) deposits any of the Pre-Exchange Equity
Interests, Post-Exchange Class A Shares (including the Purchased Shares) or TRA Rights into a voting trust or enters into a voting agreement
or arrangement or grants any proxy, power of attorney or other authorization with respect thereto that, in each case, is inconsistent
with this Agreement, or (d) agrees or commits (whether or not in writing) to take any of the actions referred to in the foregoing clauses
(a) through (c).
4.4
Public Announcements. The parties hereto agree that the initial press release to be issued with respect to the transactions
contemplated by this Agreement shall be in the form heretofore agreed to by the parties hereto. Prior to the Closing, Buyer and Seller
shall, to the extent at all reasonably practicable, consult with the other parties hereto before making, and give such other parties hereto
a reasonable opportunity to review and comment upon, any press release or other public statements with respect to this Agreement and the
transactions contemplated hereby, shall consider in good faith such other parties’ comments and shall not issue any such press release
or make any such public statement prior to such reasonably practicable consultation, except as may be required by applicable Law, court
process or by obligations pursuant to any listing agreement with any national securities exchange or national securities quotation system;
provided, that the foregoing shall not apply to any press release or other public statement so long as the statements contained
therein concerning this Agreement and the other transactions contemplated hereby substantially reiterate (and are not inconsistent with)
previous releases or statements made by the applicable party with respect to which such party has complied with the provisions of this
sentence.
4.5
Exclusivity. During the period from the date of this Agreement through the Closing or the earlier termination of this Agreement
pursuant to Section 5, Seller shall not, and shall cause Seller’s Affiliates and representatives to not, directly or indirectly,
(a) solicit, initiate or knowingly encourage the initiation of any Acquisition Proposal (as defined below), (b) other than as permitted
pursuant to this Section 4.5, furnish to any Person (other than Buyer or its designees) any information relating to the sale of the Pre-Exchange
Equity Interests or Post-Exchange Class A Shares (including the Purchased Shares), or afford to any Person (other than Buyer or its designees)
access to the business, properties, assets, books, records or other non-public
information relating to the business of the
Company and Holdings, in any such case with the intent to induce the making, submission or announcement of an Acquisition Proposal, or
(c) participate or engage in any discussions or negotiations with any third party regarding, or enter into any Contract in respect of,
any Acquisition Proposal. Seller shall, and shall cause Seller’s Affiliates and representatives to, (i) immediately cease and cause
to be terminated any existing discussions or negotiations with any Person (other than Buyer or its designees) conducted heretofore with
respect to any Acquisition Proposal and (ii) as promptly as practicable request that each Person (other than Buyer or its designees) that
has previously executed a confidentiality or similar agreement with Seller or Seller’s Affiliates in connection with its consideration
of an Acquisition Proposal return to Seller or Seller’s Affiliates or destroy any nonpublic information previously furnished or
made available to such Person or any of its representatives by or on behalf of Seller, Seller’s Affiliates or their representatives
in accordance with the terms of the confidentiality agreement in place with such Person and terminate any data room access from any such
Person and its representatives. When used in this Agreement, “Acquisition Proposal” means any inquiry, proposal or
offer from any Person (other than Buyer) relating to any (a) direct or indirect acquisition (whether in a single transaction or a series
of related transactions) of all or a material portion of the assets of the business of the Company and Holdings (other than sales of inventory
in the ordinary course of business), (b) direct or indirect acquisition (whether in a single transaction or a series of related transactions)
of any of the Company, Holdings and their subsidiaries, or (c) merger, consolidation, share exchange, business combination, recapitalization,
liquidation, dissolution or similar transaction involving the business of the Company and Holdings or any of their subsidiaries, in each
case, other than the transactions contemplated by this Agreement.
4.6
[Reserved].
4.7
Spousal Consent. If Seller is a married individual and any of its Pre-Exchange Equity Interests or, after giving effect
to the Exchange, its Post-Exchange Class A Shares (including the Purchased Shares) constitutes community property or otherwise need spousal
or other approval for this Agreement to be legal, valid and binding, Seller shall deliver to Buyer, concurrently herewith, a duly executed
consent of such Stockholder’s spouse, in the form attached hereto as Schedule V.
4.8
Further Assurances. Subject to Section 4.1, each party hereto shall reasonably cooperate with the other parties hereto
and use its reasonable best efforts to promptly take, or cause to be taken, all actions, and do, or cause to be done, all things reasonably
necessary, proper or advisable to cause the conditions to the Closing to be satisfied as promptly as practicable and to consummate the
transactions contemplated hereby and, with respect to Buyer, the transactions contemplated by the Other Stock Purchase Agreements; provided,
however, nothing in this Section 4.8 shall require any party to waive any condition to Closing set forth in Section 3. If, subsequent
to the Closing Date, further documents are reasonably requested in order to carry out the provisions and purposes of this Agreement,
the parties hereto shall execute and deliver such further documents.
SECTION 5.
TERMINATION
5.1
Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior
to the Closing:
(a)
by mutual written consent of Seller and Buyer;
(b)
by Seller or Buyer, if the Closing shall not have occurred before November 5, 2024 (the “End Date”); provided,
that the right to terminate this Agreement pursuant to this Section 5.1(b) shall not be available to any party hereto whose failure to
fulfill any obligation under this Agreement has principally caused or resulted in the failure of the Closing to occur on or before the
End Date;
(c)
by Buyer or Seller, if there shall be any Law that makes consummation of the transactions contemplated by this Agreement illegal
or otherwise prohibited or if any Judgment enjoining Buyer or Seller from consummating the transactions contemplated by this Agreement
is entered and such Judgment shall become final and non-appealable (any such Judgment, a “Legal Restraint”); provided,
that the right to terminate this Agreement pursuant to this Section 5.1(c) shall not be available to any party hereto whose failure to
fulfill any obligation under Section 4.1 has principally caused or resulted in the imposition of such Legal Restraint or the failure of
such Legal Restraint to be resisted, resolved or lifted;
(d)
by Buyer, if there has been a material breach by Seller of any of its representations, warranties, covenants or agreements contained
in this Agreement and such breach shall not have been cured within ten (10) Business Days after written notice thereof shall have been
received by Seller; provided, however, that the right to so terminate this Agreement pursuant to this Section 5.1(d) shall
not be available to Buyer to the extent that Buyer is then in breach or failed to perform any of Buyer’s representations, warranties,
covenants or obligations set forth in this Agreement, which breach or failure to perform would give rise to the failure of a condition
set forth in Section 3.3; and
(e)
by Seller, if there has been a material breach by Buyer of any of its representations, warranties, covenants or agreements contained
in this Agreement and such breach shall not have been cured within ten (10) Business Days after written notice thereof shall have been
received by Buyer; provided, however, that the right to so terminate this Agreement pursuant to this Section 5.1(e) shall
not be available to Seller to the extent that Seller is then in breach or failed to perform any of Seller’s representations, warranties,
covenants or obligations set forth in this Agreement, which breach or failure to perform would give rise to the failure of a condition
set forth in Section 3.2.
The party hereto desiring
to terminate this Agreement pursuant to this Section 5.1 (other than Section 5.1(a)) shall give written notice of such termination to
the other parties hereto in accordance with Section 6.1, specifying the provision of this Section 5.1 pursuant to which such termination
is effected.
5.2
Effect of Termination. In the event of any termination of this Agreement pursuant to Section 5.1, this Agreement shall
be terminated, and there shall be no further liability or obligation hereunder or thereunder on the part of any party hereto; provided,
however, that nothing contained in this Agreement (including this Section 5.2) will relieve any party from liability for any Willful
and Material Breach of any of its representations, warranties, covenants or agreements set forth in this Agreement. When used in this
Agreement, “Willful and Material Breach” means a material breach that is the consequence of an act or omission by the
breaching party with the actual knowledge that the taking of such act or failure to take such act would cause or constitute such material
breach.
SECTION 6.
MISCELLANEOUS
6.1
Notice. Any notice, request, claim, demand or other communication under this Agreement shall be in writing, shall be either
personally delivered, delivered by email transmission or sent by reputable overnight courier service (charges prepaid) to the address
for such party set forth below or such other address as the recipient party has specified by prior written notice to the other parties
hereto and shall be deemed to have been given immediately upon personal delivery, on the date of receipt, if delivered by email transmissions
(to the extent that no “bounce back” or similar message indicating non-delivery is received with respect thereto) or one
(1) day after deposit with a reputable overnight courier service.
If to the Buyer:
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Tungsten 2024 LLC 445 Park Ave 15th Floor
New York, NY 10222
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Attention: |
Tom Knott |
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Email: |
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with a copy to:
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Paul, Weiss, Rifkind, Wharton & Garrison
LLP
1285 Avenue of the Americas
New York, NY 10019-6064
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Attention: |
Scott A. Barshay and Laura C.
Turano |
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Email: |
sbarshay@paulweiss.com; lturano@paulweiss.com |
If to Seller:
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B.
Graeme Frazier
2176
Harts Lane
Conshohocken, PA 19428
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Email: |
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6.2
Survival. Except in the case of Fraud (which shall not be limited by this Section 6.2), the representations and warranties
contained in Section 1.2 and Section 1.3 shall not survive the Closing and shall terminate upon the Closing, except that the representations
set forth in Sections 1.2(b), 1.2(c), 1.2(d), 1.2(g) and 1.2(h) and Sections 1.3(b), 1.3(c), 1.3(g), 1.3(h) and 1.3(i) shall survive until
the expiration of the applicable statute of limitations. The covenants and agreements that by their terms do not contemplate performance
after the Closing shall terminate at the Closing. When used in this Agreement, “Fraud” means, with respect to a party,
an actual and intentional fraud in respect of the making of any representation or warranty set forth in Section 1.2 or Section 1.3, as
applicable, with intent to deceive another party, or to induce that party to enter into this Agreement and requires (i) a false representation
of material fact made in Section 1.2 or Section 1.3, as applicable, (ii) actual knowledge that such representation is false, and (iii)
an intention to induce the party to whom such representation is made to act or refrain from acting in reliance upon it.
6.3
Expenses. All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall
be paid by the party hereto incurring such cost or expense, except that (i) all filing fees paid in respect of the filings under the HSR
Act in connection with this Agreement and the transactions contemplated hereby shall be borne by Buyer and (ii) Buyer shall pay the Selling
Expenses upon Closing on behalf of Seller.
6.4
Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with
the Laws of the State of Delaware without giving effect to the principles of conflicts of law. Each of the parties hereto hereby irrevocably
and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware
(or, only if such court declines to accept jurisdiction over a particular matter, then in the United States District Court for the District
of Delaware or, if jurisdiction is not then available in the United States District Court for the District of Delaware (but only in such
event), then in any court sitting of the State of Delaware in New Castle County) and any appellate court from any of such courts (in any
case, the “Delaware Court”) for any Proceeding arising out of or relating to this Agreement or the transactions contemplated
hereby, whether framed in contract, tort or otherwise, and further agrees that service of any process, summons, notice or document by
U.S. mail to its respective address set forth in this Agreement shall be effective service of process for any Proceeding brought against
it in any such court. Each of the parties hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of
any Proceeding arising out of this Agreement or the transactions contemplated hereby in any Delaware Court, and hereby further irrevocably
and unconditionally waives and agrees not to plead or claim in any such court that any such Proceeding brought in any such court has been
brought in an inconvenient forum. EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR
THE TRANSACTIONS CONTEMPLATED HEREBY.
6.5
Successors and Assigns. Neither this Agreement nor any of the rights or obligations under this Agreement shall be assigned,
in whole or in part (except by operation of Law pursuant to a merger whose purpose is not to avoid the provisions of this Agreement),
by any party hereto without the prior written consent of the other parties hereto except that, Buyer may assign or otherwise transfer
any or all of its rights and obligations hereunder to one or more of its Affiliates, but no such assignment shall relieve Buyer of its
obligations under this Agreement if such assignee does not perform such obligation. Subject to the foregoing, this Agreement shall bind
and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns. Any purported assignment
in violation of this Agreement will be void ab initio.
6.6
Counterparts. This Agreement may be executed in separate counterparts, each of which shall be an original and all of which
taken together shall constitute one and the same agreement.
6.7
Remedies. Each party hereto acknowledges that money damages would not be an adequate remedy in the event that any of the
covenants or agreements in this Agreement are not performed in accordance with its terms, and it is therefore agreed that in addition
to and without limiting any other remedy or right it may have, the non-breaching party will have the right to an injunction, temporary
restraining order or other equitable relief in any court of competent jurisdiction enjoining any such breach and enforcing specifically
the terms and provisions hereof, without proof of damages or otherwise or posting or securing any bond or other security. All rights,
powers and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and
not alternative, and the exercise or beginning of the exercise of any thereof by any party hereto shall not preclude the simultaneous
or later exercise of any other such right, power or remedy by such party. Each of parties hereto agrees that it will not oppose the granting
of an injunction, temporary restraining order or other equitable relief on the basis that the other parties hereto have an adequate remedy
at law or an award of specific performance is not an appropriate remedy for any reason at law or in equity.
6.8
Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective
and valid under applicable Law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect
under any applicable Law in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or
any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal
or unenforceable provision had never been contained herein.
6.9
Entire Agreement. This Agreement (including the Schedules hereto), embodies the complete agreement and understanding among
the parties hereto with respect to the subject matter hereof or thereof and supersede and preempt any prior understandings, agreements
or representations by or among the parties hereto, written or oral, that may have related to the subject matter hereof in any way.
6.10
Interpretation. The headings contained in this Agreement are for convenience only and shall not affect in any way the meaning
or interpretation of this Agreement. Unless the context otherwise requires, whenever the words “include”, “includes”
or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”,
words describing the singular number shall include the plural and vice versa and words denoting any gender shall include all genders.
When a reference is made in this Agreement to Sections or a Schedule, such reference shall be to a Section or Schedule, as applicable,
of this Agreement unless otherwise indicated. The words “hereof”, “hereto”, “hereby”, “herein”
and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to
any particular provision of this Agreement. The words “the date hereof”, “the date of this Agreement” and words
of similar import mean the day and year first set forth above in the preamble to this Agreement. Unless the context otherwise requires,
the terms “neither”, “nor”, “any”, “either” and “or” are not exclusive. The
word “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and such
phrase does not mean simply “if”. References to “days” shall mean “calendar days” unless expressly
stated otherwise. Any reference in this Agreement to a date shall be deemed to be such date or time in the City of New York, New York,
U.S.A., unless otherwise specified. Any Contract referred to herein means such Contract, instrument or Law as from time to time amended,
modified or supplemented. References to any statute shall be deemed to refer to such statute and any rules or regulations promulgated
thereunder. References to a Person are also to its permitted successors and assigns. Each of the parties hereto has participated in the
drafting and negotiation of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement must be construed
as if it is drafted by all the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by
virtue of authorship of any of the provisions of this Agreement.
6.11
Amendments and Waivers. This Agreement may not be amended except by an instrument in writing signed by all parties hereto.
Waiver of any term or condition of this Agreement by any party shall only be effective if in writing and shall not be construed as a waiver
of any subsequent breach or failure of the same term or condition or a waiver of any other term or condition of this Agreement. Buyer
agrees not to amend or otherwise modify, or waive any provision of, any Other Stock Purchase Agreement or the Letter Agreement, in each
case if such amendment, modification or waiver would prevent, impede or materially delay the satisfaction of any condition set forth in
Section 3 hereof, and Buyer further agrees that, with respect to any other amendment, modification or waiver of any Other Stock Purchase
Agreement that is favorable to the other party thereto, Buyer shall not enter into such amendment or modification or provide such waiver
without first offering to Seller the same amendment, modification or waiver of the corresponding provisions of this Agreement and, if
Seller desires to enter into such amendment, modification or waiver, doing so simultaneously with the corresponding amendment, modification
or waiver of such Other Stock Purchase Agreement.
[Remainder
of page intentionally left blank.]
IN WITNESS WHEREOF, each of
the parties hereto has executed this Agreement as of the date first written above.
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TUNGSTEN 2024 LLC |
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By: |
/s/ John Cote |
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Name:
Title: |
John Cote Manager |
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By: |
/s/ B. Graeme Frazier, IV |
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Name:
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B. Graeme Frazier, IV |
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EXHIBIT 6
STOCK PURCHASE
AGREEMENT
STOCK PURCHASE AGREEMENT,
dated as of August 7, 2024 (this “Agreement”), by and between the Person (as defined below) set forth on Schedule I
attached hereto (“Seller”) and Tungsten 2024 LLC, a Delaware limited liability company (“Buyer”).
RECITALS
WHEREAS, Seller is (a) the
beneficial and record owner of (i) the number of shares of Class A Common Stock, par value $0.0001 per share (“Class A Shares”),
of CompoSecure, Inc., a Delaware corporation (the “Company”), (ii) the number of shares of Class B Common Stock, par
value $0.0001 per share (“Class B Shares”), of the Company, and (iii) the number of Class B Units (“Class
B Units”) of CompoSecure Holdings L.L.C., a Delaware limited liability company (“Holdings”), in each case,
as set forth opposite Seller’s name on Schedule I attached hereto (such equity interests under clauses (a) through (c) above,
collectively, the “Pre-Exchange Equity Interests”) and (b) are TRA Parties under the Tax Receivable Agreement (the
Seller’s rights under the Tax Receivable Agreement, dated as of December 27, 2021 (the “Tax Receivable Agreement”),
by and among the Company, Holdings and the other parties thereto, the “TRA Rights”);
WHEREAS, upon the terms and
subject to the conditions set forth in this Agreement and the Exchange Agreement, dated as of December 27, 2021 (the “Exchange
Agreement”), by and among the Company, Holdings and such holders of Class B Units from time to time party thereto, and the Second
Amended and Restated Certificate of Incorporation of the Company, dated as of December 27, 2021 (the “Company Charter”),
Seller desires to exchange all the Class B Units set forth opposite Seller’s name on Schedule I attached hereto for Class A Shares,
whereupon all of Seller’s Class B Shares shall be cancelled for no consideration, without any action on the part of any Person (collectively,
the “Exchange”);
WHEREAS, after giving effect
to the Exchange, Seller shall be the beneficial and record owners of the number of Class A Shares set forth opposite Seller’s name
on Schedule I attached hereto (the “Post-Exchange Class A Shares”);
WHEREAS, Seller desires to
sell, and Buyer desires to purchase, the number of Class A Shares set forth on Schedule II attached hereto (the “Purchased Shares”),
subject to the terms and conditions set forth herein;
WHEREAS, concurrently with
the execution and delivery of this Agreement and as a condition to Buyer’s willingness to enter into this Agreement, certain other
Persons (collectively, the “Other Sellers”) are entering into stock purchase agreements with Buyer (the “Other
Stock Purchase Agreements”), pursuant to which (a) the Other Sellers have agreed to exchange all the Class B Units set forth
opposite such Other Sellers’ names on the Schedule I attached to the applicable Other Stock Purchase Agreement and (b) the Other
Sellers have agreed to sell and Buyer has agreed to purchase the Other Sellers’ respective Purchased Shares (as defined in the applicable
Other Stock Purchase Agreement), subject to the terms and conditions set forth in the Other Stock Purchase Agreement to which the applicable
Other Sellers are party; and
WHEREAS, Seller, together
with the Other Sellers, are the holders of all of the currently outstanding Class B Units.
NOW, THEREFORE, for and in
consideration of the mutual promises set forth herein and other valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and upon the terms and subject to the conditions hereof, the parties hereto agree as follows:
SECTION 1.
PURCHASE AND SALE
1.1
Purchase Price; Payment.
(a)
Subject to the terms and conditions contained herein, Seller hereby agrees to sell, transfer and assign to Buyer (or an Affiliate
of Buyer as designated by Buyer), and Buyer hereby agrees to purchase, acquire and accept from Seller the Purchased Shares to be sold
by Seller hereunder for a purchase price of $7.55 per Purchased Share held by Seller, the “Purchase Price”), in each
case, net of Seller’s pro rata portion of the expenses described on Schedule IV (the “Selling Expenses”) and
paid in cash in immediately available funds to the account(s) hereafter designated by Seller. Contemporaneously with the delivery of Seller’s
respective portion of the Purchase Price, Seller will cause to be delivered to Buyer (or its designee) the Purchased Shares to be sold
hereunder by Seller (or evidence of book-entry delivery), free and clear of all security interests, claims, liens and encumbrances of
any nature, including any rights of third parties in or to such interests (other than restrictions on transfer under applicable federal
and state securities Laws). When used in this Agreement, “Affiliate” means, with respect to any Person, any other Person
that directly or indirectly controls, is controlled by or is under common control with such Person. For purposes of the immediately preceding
sentence, the term “control” (including, with correlative meanings, the terms “controlling,” “controlled
by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly,
of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities,
by Contract or otherwise; provided that, for purposes of this Agreement, in no event shall the Company, Holdings or any of their
respective subsidiaries be deemed an Affiliate of Seller hereunder. “Person” means any natural person, corporation,
partnership, limited liability company, joint venture, association, joint-stock company, trust, foundation, unincorporated organization
or government or other agency or political subdivision thereof, or any other entity or group comprised of two or more of the foregoing.
(b)
The closing of the purchase and sale of the Purchased Shares (the “Closing”) will be held at the offices of
Paul, Weiss, Rifkind, Wharton & Garrison LLP, 1285 Avenue of the Americas, New York, NY 10019 or remotely by exchange of documents
and signatures (or their electronic counterparts) as soon as practicable, but not more than two (2) Business Days (as defined below) after
satisfaction (or waiver, if permissible pursuant to applicable Law (as defined below)) of
the conditions set forth in Section 3 (other than conditions that by their nature are to be satisfied and are in fact satisfied at the
Closing), or at such other date, time or place as the parties hereto may mutually agree. The date and time at which the Closing
occurs is referred to as the “Closing
Date”. When used in this Agreement, “Business Day” means any day other than (i) a Saturday or a Sunday, (ii)
a day on which banking institutions in New York City or the Secretary of State of the State of Delaware is authorized or obligated by
Law to be closed or (iii) any day on which the SEC’s Electronic Data Gathering and Retrieval system is not open to accept filings.
(c)
If, between the date of this Agreement and the Closing Date, any change in the Class A Shares, Class B Shares or Class B Units
shall occur by reason of any reclassification, recapitalization, stock split or combination, special dividend (including stock dividends)
or distribution (other than tax distributions on the Class B Units in the ordinary course of business consistent with the Company’s
past practices and in accordance with the schedule attached hereto as Schedule III), exchange (other than the Exchange) or readjustment
of shares, or a record date for any of the foregoing is established, the number and type of shares deliverable hereunder by Seller shall
be appropriately adjusted.
(d)
Buyer shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to Seller such
amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of applicable tax Law
(it being agreed that, absent a change in applicable Law, no withholding will be required if Seller delivers to Buyer prior to the Closing
an IRS Form W-9 properly completed and duly executed by Seller establishing a complete exemption from U.S. federal withholding tax, including
backup withholding). If Seller cannot establish a complete exemption from U.S. federal withholding tax (including backup withholding),
Seller shall be required to notify Buyer of such fact at least five (5) Business Days (as defined below) prior to the Closing. To the
extent that amounts are so withheld by Buyer (and, in the case of any withholding taxes, remitted to the applicable Governmental Entity
(as defined below)), such withheld amounts shall be treated for all purposes of this Agreement as having been paid to Seller.
1.2
Representations and Warranties of Seller. Seller represents and warrants to Buyer as of the date of this Agreement and the
Closing Date that:
(a)
if Seller is an entity, Seller is duly organized, validly existing and in good standing (as applicable) under the Laws of the jurisdiction
that governs it, and has the full entity power and authority to carry on its business as now conducted and to own its assets;
(b)
Seller has (i) if Seller is an entity, full entity power and authority and (ii) if Seller is a natural person, full power and capacity
to enter into this Agreement and to consummate the transactions contemplated hereby, including to effectuate the Exchange and to sell,
transfer and assign to Buyer all right, title and interest in and to the Purchased Shares to be sold by Seller hereunder and to enter
into the TRA Amendment described in Section 3.2(g);
(c)
(i) as of the date of this Agreement, (A) Schedule I attached hereto sets forth all equity interests in the Company or Holdings
beneficially owned by Seller and (B) Seller has good and valid title to, and is the sole record owner of, the Pre-Exchange Equity
Interests set forth opposite Seller’s name on Schedule I attached hereto and is a TRA Party, and
(ii) as of the Closing Date, (A) the Post-Exchange
Class A Shares (including the Purchased Shares) will constitute all equity interests in the Company or Holdings beneficially owned by
Seller and (B) Seller will have good and valid title to, and will be the sole record owner of, the Post-Exchange Class A Shares (including
the Purchased Shares to be sold hereunder by Seller), in each case of clause (i) and (ii) above, free and clear of all security interests,
claims, liens and encumbrances of any nature, including any rights of third parties in or to such interests (other than restrictions on
transfer under applicable federal and state securities Laws);
(d)
this Agreement has been duly and validly executed and delivered by Seller and, assuming the due execution and delivery thereof
by Buyer, is, and will be, a valid and binding obligation of Seller, enforceable against Seller in accordance with the terms hereof, except
as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting the rights
of creditors generally and by general principles of equity;
(e)
the execution and delivery of this Agreement by Seller, the performance by Seller of its obligations hereunder and the consummation
of the transactions contemplated hereby, will not:
(i)
if Seller is an entity, conflict with or violate the organizational or trust documents of Seller;
(ii)
require any consent, approval, order or authorization of or other action by any United States or foreign federal, state, commonwealth
or other governmental, regulatory or administrative, department, board, bureau, authority, agency, division, instrumentality or commission
or any court of any of the same, in each case, which has jurisdiction over Seller or any of Seller’s Affiliates (each a “Governmental
Entity”), or any registration, qualification, declaration or filing (other than those that have been obtained or made and (A)
any filings required to be made with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act
of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange
Act”); and (B) the compliance with and filings and/or notices under the Hart-Scott-Rodino Antitrust Improvement Act of 1976,
as amended (the “HSR Act”)) with or without notice to any Governmental Entity, in each case on the part of or with
respect to Seller, the absence or omission of which would, either individually or in the aggregate, be materially adverse to, or materially
delay, Seller’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby; provided,
however, that no representation or warranty is made with respect to any of the foregoing which Seller may be required to obtain,
give or make as a result of the specific legal or regulatory status of Buyer or any of its Affiliates or as a result of any other facts
that specifically relate to Buyer or any of its Affiliates;
(iii)
require, on the part of Seller, any consent by or approval of or notice to any other person or entity (other than a Governmental
Entity), the absence or omission of which would, either individually or in the aggregate be materially adverse to, or materially
delay, the Seller’s ability to perform
its obligations under this Agreement or consummate the transactions contemplated hereby; or
(iv)
result (with or without notice, lapse of time or otherwise) in a breach of the terms or conditions of, a default under, a conflict
with, or the acceleration of (or the creation in any Person of any right to cause the acceleration of) any performance by Seller or any
increase in any payment required by Seller, or the termination, suspension, modification, impairment or forfeiture (or the creation in
any Person of any right to cause the termination, suspension, modification, impairment or forfeiture) of any material rights or privileges
of Seller (any such breach, default, conflict, acceleration, increase, termination, suspension, modification, impairment or forfeiture,
a “Violation”) under (x) any agreement, contract or arrangement, written or oral (collectively, “Contract”),
or any judgment, writ, order or decree (collectively, “Judgment”) to which Seller is a party or by or to which Seller
or its properties, assets or any of Seller’s Pre-Exchange Equity Interests (or, after giving effect to the Exchange, the Post-Exchange
Class A Shares (including the Purchased Shares)) may be subject, bound or affected or (y) any applicable federal,
state, local, municipal, foreign or other law, statute, constitution, principle of common law, ordinance, code, rule, regulation, ruling
or other legal requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of
any Governmental Entity (collectively, “Law”), assuming all required notifications and filings are made under
the HSR Act and any waiting period (and any extension thereof) under the HSR Act shall have expired or been terminated, in each case of
clause (x) and (y), other than any such Violations as would not, either individually or in the aggregate, have a material adverse effect
on Seller’s ability to consummate the transactions contemplated hereby;
(f)
as of the date hereof, there is no action, suit, investigation or proceeding, governmental, regulatory or otherwise (“Proceeding”),
pending or, to the knowledge of Seller, threatened, against Seller relating to Seller’s Pre-Exchange Equity Interests or the transactions
contemplated by this Agreement;
(g)
Seller (i) is selling the Purchased Shares solely for its own account for investment purposes and not with a view to, or for
offer or sale in connection with, any distribution thereof, (ii) has such knowledge, sophistication and experience in financial and business
matters that Seller is capable of evaluating the merits and risks of entering into this Agreement and consummating the transactions contemplated
hereby, (iii) has relied solely on its own independent investigation in valuing Seller’s Purchased Shares and determining to proceed
with the transactions contemplated by this Agreement, (iv) has not relied on any assertions made by Buyer, any of its Affiliates, or any
Person representing or acting on behalf of Buyer regarding the Company or Holdings, Seller’s Pre-Exchange Equity Interests, Post-Exchange
Class A Shares (including the Purchased Shares), rights under the Tax Receivable Agreement or the valuation thereof, (v) has or had access
to all information that it believes to be necessary, sufficient or appropriate in connection with the transactions contemplated by this
Agreement, (vi) has previously undertaken such independent investigation of the Company and Holdings as in its judgment is appropriate
to make an informed decision with respect to the transactions contemplated by this Agreement, (vii) has made its own decision to consummate
the transactions
contemplated by this Agreement based on its
own independent review and consultations with such investment, legal, tax, accounting and other advisers as it has deemed necessary and
without reliance on any express or implied representation or warranty of Buyer and (ix) (A) acknowledges that the Buyer and/or its Affiliates
may have, and may later come in possession of, information with respect to the business, operations, assets, liabilities, financial condition
or prospects of the Company, Holdings and their respective subsidiaries that is not known to Seller and that may be material to a decision
to sell the Purchased Shares (the “Buyer Excluded Information”), (B) has determined to sell the Purchased Shares notwithstanding
its lack of knowledge of the Buyer Excluded Information, and (C) agrees that the Buyer shall have no liability to Seller, and Seller waives
and releases any claims that it might have against the Buyer, with respect to the non-disclosure of any Buyer Excluded Information in
connection with the sale of the Purchased Shares and the transactions contemplated by this Agreement;
(h)
other than with respect to the Selling Expenses, Seller is not bound by or subject to any Contract with any person that will result
in Buyer being obligated to pay any finder’s fees, brokerage or agent’s commissions or other like payments in connection with
the negotiations leading to this Agreement or the consummation of the transactions contemplated hereby; and
(i)
Seller is a United States person (within the meaning of Section 7701(a)(30) of the Code) eligible to deliver an IRS Form W-9 establishing
a complete exemption from U.S. federal withholding tax.
1.3
Representations of Buyer. Buyer represents and warrants to Seller that as of the date of this Agreement and the Closing
Date that:
(a)
it is duly organized, validly existing and in good standing under the Laws of the jurisdiction that governs it, and has the full
entity power and authority to carry on its business as now conducted and to own its assets;
(b)
this Agreement has been duly and validly executed and delivered by it, and, assuming the due execution and delivery thereof by
each other party hereto, is, and will be, a valid and binding obligation of it, enforceable against it in accordance with the terms hereof,
except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting the
rights of creditors generally and by general principles of equity;
(c)
it has full limited liability company power and authority to enter into this Agreement and to consummate the transactions contemplated
hereby, including to purchase, acquire and accept from Seller all right, title and interest in and to the Purchased Shares;
(d)
the execution and delivery of this Agreement by it, the performance by it of its obligations hereunder and the consummation of
the transactions contemplated hereby, will not:
(i)
conflict with or violate its organizational documents;
(ii)
require any consent, approval, order or authorization of or other action by any Governmental Entity or any registration, qualification,
declaration or filing (other than those that have been obtained or made and (A) any filings required to be made with the SEC under the
Securities Act or the Exchange Act and (B) the compliance with and filings and/or notices under the HSR Act) with or without notice to
any Governmental Entity, in each case on the part of or with respect to it, the absence or omission of which would, either individually
or in the aggregate, be materially adverse to, or materially delay, Buyer’s ability to perform its obligations under this Agreement
or consummate the transactions contemplated hereby; provided, however, that no representation or warranty is made with respect
to any of the foregoing which Buyer may be required to obtain, give or make as a result of the specific legal or regulatory status of
Seller or any of its Affiliates or as a result of any other facts that specifically relate to Seller or any of its Affiliates;
(iii)
require, on the part of it, any consent by or approval of or notice to any other person or entity (other than a Governmental Entity),
the absence or omission of which would, either individually or in the aggregate, be materially adverse to, or materially delay, Buyer’s
ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby; or
(iv)
result (with or without notice, lapse of time or otherwise) in a breach of the terms or conditions of, a default under, a conflict
with, or the acceleration of (or the creation in any Person of any right to cause the acceleration of) any performance of any obligation
by it or any increase in any payment required by it, or the termination, suspension, modification, impairment or forfeiture (or the creation
in any Person of any right to cause the termination, suspension, modification, impairment or forfeiture) of any material rights or privileges
of it under (x) any Contract or any Judgment to which it is a party or by or to which it, its properties or its assets may be subject,
bound or affected or (y) any applicable Law, assuming all required notifications and filings are made under the HSR Act and any waiting
period (and any extension thereof) under the HSR Act and the rules and regulations promulgated thereunder applicable to the transactions
contemplated hereby shall have expired or been terminated, in each case of clause (x) and (y), other than any such Violations as would
not, either individually or in the aggregate, be materially adverse to, or materially delay, Buyer’s ability to perform its obligations
under this Agreement or consummate the transactions contemplated hereby;
(e)
as of the date hereof, there is no Proceeding pending or, to its knowledge, threatened, against it relating to the transactions
contemplated by this Agreement;
(f)
it has as of the date hereof, and it will have at all times through the Closing, access to sufficient unrestricted assets (and
will have at the Closing, access to sufficient unrestricted funds) to consummate the purchase of the Purchased Shares hereunder and the
transactions contemplated by the Other Stock Purchase Agreements (it being agreed that, without
limiting the foregoing, in no event shall the
receipt or availability of any funds or financing by Buyer or any of its Affiliates be a condition to any of the obligations of Buyer
hereunder);
(g)
it (i) is acquiring the Purchased Shares solely for its own account for investment purposes and not with a view to, or for offer
or sale in connection with, any distribution thereof, (ii) is an “accredited investor” as defined under Section 501 of the
Securities Act, (ii) has such knowledge, sophistication and experience in financial and business matters that it is capable of evaluating
the merits and risks of entering into this Agreement and consummating the transactions contemplated hereby, (iii) (x) is relying on its
own due diligence and review of the business, operations, assets, liabilities, financial condition and prospects of the Company, Holdings
and their respective subsidiaries and value of the Purchased Shares, (y) has not relied on any assertions made by Seller, any of Seller’s
Affiliates, or any Person representing or acting on behalf of Seller with respect to the foregoing, and (z) acknowledges that Seller does
not make any representation or warranty of any kind except as expressly set forth in Section 1.2, and Seller specifically makes no representation
or warranty of any kind regarding the business, operations, assets, liabilities, financial condition or prospects of the Company, Holdings
and their respective subsidiaries or the value of the Purchased Shares, (iv) has previously undertaken such independent investigation
of the Company and Holdings as in its judgment is appropriate to make an informed decision with respect to the transactions contemplated
by this Agreement, (vii) has made its own decision to consummate the transactions contemplated by this Agreement based on its own independent
review and consultations with such investment, legal, tax, accounting and other advisers as it has deemed necessary, and (viii) acknowledges
that (x) the sale of the Purchased Shares by Seller was privately negotiated in an independent transaction, (y) the Purchased Shares are
being sold by Seller in reliance on a private placement exemption from registration under the Securities Act, and (z) the Purchased Shares
will bear customary restricted legends limiting their transfer in compliance with the Securities Act;
(h)
it (i) has or had access to all information that it believes to be necessary, sufficient or appropriate in connection with the
transactions contemplated by this Agreement, (ii) acknowledges that Seller and/or Seller’s Affiliates may have, and may later come
in possession of, information with respect to the business, operations, assets, liabilities, financial condition or prospects of the Company,
Holdings and their respective subsidiaries that is not known to Buyer and that may be material to a decision to acquire the Purchased
Shares (the “Seller Excluded Information”), (iii) has determined to acquire the Purchased Shares notwithstanding its
lack of knowledge of the Seller Excluded Information, and (iv) agrees that the Seller shall have no liability to Buyer, and Buyer waives
and releases any claims that it might have against Seller, with respect to the non-disclosure of any Seller Excluded Information in connection
with the sale of the Purchased Shares and the transactions contemplated by this Agreement;
(i)
it is not bound by or subject to any Contract with any person which will result in Seller being obligated to pay any finder’s
fees, brokerage or agent’s commissions or other like payments in connection with the negotiations leading to this Agreement or the
consummation of the transactions contemplated hereby; and
(j)
neither it, nor any of its Affiliates, owns any interest in any Person that (a) derives a portion of its revenues from products
or (b) is developing products, services, technologies, intellectual property or other know-how in the same markets in which the Company,
Holdings and their respective subsidiaries operate that (i) would reasonably be expected to impose any material delay in the obtaining
of, or material risk of not obtaining, any consent, authorization, order or approval of any Governmental Entity of competent jurisdiction
necessary to consummate the transactions contemplated by this Agreement or the expiration or termination of any applicable waiting period
under the HSR Act, (ii) materially increase the risk of any Governmental Entity of competent jurisdiction entering an order prohibiting
the consummation of the transactions contemplated by this Agreement, or (iii) prevent the consummation of the transactions contemplated
by this Agreement.
SECTION 2.
DELIVERIES AT CLOSING
2.1
Seller’s Deliveries. At the Closing, Seller shall deliver or cause to be delivered to Buyer (or its designee(s)) the
following:
(a)
one or more certificates representing the Purchased Shares to be sold by Seller hereunder, accompanied by duly executed instruments
of transfer in the name of Buyer (or its designee(s)) as transferee or duly endorsed in blank, together with stock transfer tax stamps
attached (if applicable) and/or written confirmation, or other evidence reasonably satisfactory to Buyer that such Purchased Shares have
been deposited by book entry transfer to an account of Buyer (or its designee(s)), which account shall have been identified to Seller
in writing by Buyer three (3) Business Days prior to the Closing Date, maintained with a bank, brokerage firm or other financial institution
or with the Company’s transfer agent;
(b)
an IRS Form W-9 properly completed and duly executed by Seller;
(c)
If Seller is a Transferee (as defined below) that was not party to any Exchange, evidence reasonably satisfactory to Buyer that,
at the time of such Exchange, the Transferor delivered to the Company a properly completed and duly executed IRS Form W-9 establishing
a complete exemption from U.S. federal withholding tax, including backup withholding (or otherwise made the Company whole for any withholding
required in connection with such Exchange); and
(d)
one or more certificates, executed by Seller or one or more duly authorized representatives thereof, as the case may be, as to
the matters referred to in Sections 3.2(a) and 3.2(b).
2.2
Buyer Deliveries. At the Closing, Buyer shall deliver or cause to be delivered to Seller (or Seller’s designees) the
following:
(a)
the aggregate respective portion of the Purchase Price in cash, subject to Section 1.1(d) of this Agreement, to an account designated
for Seller by wire transfer of immediately available funds. At least three (3) Business Days prior to the Closing Date, Seller
shall provide Buyer with written notice of
wire transfer instructions for delivery of Seller’s portion of the Purchase Price; and
(b)
a certificate, executed by a duly authorized officer of Buyer, as to the matters referred to in Sections 3.3(a) and 3.3(b).
SECTION 3.
CONDITIONS TO CLOSING
3.1
Conditions to Each Party’s Obligations. The respective obligations of Buyer and Seller to consummate the transactions
contemplated by this Agreement are subject to the satisfaction (or waiver, if permissible pursuant to applicable Law) of the following
conditions:
(a)
No Legal Restraints. No judgment, decree, injunction or order, preliminary, temporary or permanent, and no binding order
or determination by any Governmental Entity of competent jurisdiction will be in effect, and no Law shall be enacted, enforced or deemed
applicable by a Governmental Entity of competent jurisdiction, which makes illegal, prohibits or would prevent the consummation of the
transactions contemplated by this Agreement.
(b)
HSR Clearance. Any waiting period (and any extension thereof) under the HSR Act and the rules and regulations promulgated
thereunder applicable to the transactions contemplated hereby, shall have expired or been terminated.
3.2
Conditions to Buyer’s Obligations. The obligation of Buyer to consummate the purchase of the Purchased Shares contemplated
by this Agreement is subject to the satisfaction of the following conditions, any of which may be waived (if permissible pursuant to applicable
Law) in writing by Buyer:
(a)
Representations and Warranties. The representations and warranties of Seller: (i) set forth in Section 1.2(c) shall be true
and correct in all respects (except for any inaccuracies that individually or in the aggregate are de minimis) as of the date of
this Agreement and the Closing Date as though made as of such date (except to the extent that any such representation and warranty expressly
speaks as of an earlier date, in which case such representation and warranty shall be so true and correct only as of such earlier date);
and (ii) set forth in Section 1.2 (other than Section 1.2(c)) shall be true and correct in all material respects as of the date of
this Agreement and as of the Closing Date as though made as of such date (disregarding all “materiality” and similar qualifications
contained in such representations and warranties, and except to the extent that any such representation and warranty expressly speaks
as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects only as of such
earlier date).
(b)
Performance. Seller shall have performed in all material respects all its obligations hereunder to be performed by Seller
at or prior to the Closing Date.
(c)
Deliveries. Seller’s deliveries, set forth in Section 2.1, shall have been delivered.
(d)
No Takeover Defenses Implemented; Operations in the Ordinary Course. Between the date of this Agreement and the Closing,
the Company or the board of directors of the Company (the “Board”) shall not have adopted, approved or implemented,
or taken any action to adopt, approve or implement, any shareholder rights plan (as such term is commonly understood in connection with
corporate transactions), any “moratorium,” “control share,” “fair price,” “takeover” or
“interested stockholder” provision or any other similar plan, agreement or provision that would cause Buyer to incur or suffer
a material economic detriment as a result of Buyer’s inability to continue to hold or acquire additional Class A Shares following
the Closing or that would have an adverse effect on the ability of the Buyer Designees (as defined below) to continue to serve on the
Board. Between the date of this Agreement and the Closing, the Company shall have complied with the covenants set forth in the second
sentence of Section 5 of that certain letter agreement between the Company and Buyer dated as of the date hereof (the “Letter
Agreement”).
(e)
Board Matters. Subject to and effective upon the Closing, each of David Cote, Tom Knott and four other individuals designated
by Buyer (such six individuals, or any substitutes therefor designated by Buyer, collectively, the “Buyer Designees”)
shall be appointed as members of the Board, the size of the Board shall be eleven, and the Buyer Designees shall constitute a majority
of the Board.
(f)
Majority Shares to be Acquired. Subject to and immediately following the Closing, and taking into account the consummation
of the transactions under the Other Stock Purchase Agreements to occur contemporaneously with the Closing, Buyer shall hold a majority
of the Class A Shares and no Class B Units shall remain outstanding.
(g)
TRA; TRA Amendment. No Change of Control (as defined in the Tax Receivable Agreement) shall have occurred pursuant to the
Tax Receivable Agreement as of the Closing Date, and the amendment to the Tax Receivable Agreement, by and among the Company and the other
parties thereto (the “TRA Amendment”), delivered to Buyer prior to the date hereof shall become effective upon the
Closing.
(h)
Termination of Stockholders Agreement. The termination of the Stockholders Agreement, dated as of December 27, 2021 (the
“Stockholders Agreement”), by and among the Company and the other parties thereto, delivered to Buyer prior to the
date hereof shall become effective upon the Closing.
(i)
Company Non-Contravention. The representations and warranties of the Company set forth in Section 11(c)(ii) of the Letter
Agreement shall be true and correct in all material respects as of the Closing Date as though made as of such date.
3.3
Conditions of Seller’s Obligations. The obligation of Seller to consummate the transactions contemplated by this Agreement
is subject to the satisfaction of the following conditions, any of which may be waived (if permissible pursuant to applicable Law) in
writing by Seller:
(a)
Representations and Warranties. The representations and warranties of Buyer set forth in Section 1.3 shall be true and
correct in all material respects as of the date of this Agreement and as of the Closing Date as though made as of such date (disregarding
all “materiality” and similar qualifications contained in such representations and warranties, and except to the extent that
any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true
and correct in all material respects only as of such earlier date).
(b)
Performance. Buyer shall have performed in all material respects all of its obligations hereunder to be performed by it
at or prior to the Closing Date.
(c)
Deliveries. The Buyer’s deliveries, set forth in Section 2.2, shall have been delivered to Seller (or Seller’s
designees).
3.4
Frustration of Conditions. Neither Buyer, on the one hand, nor Seller, on the other hand, may rely on the failure of any
condition set forth in Section 3.1, Section 3.2 or Section 3.3, as the case may be, to be satisfied (or to be able to be satisfied)
to excuse it from its obligation to effect the transactions contemplated hereby if such failure (or inability to be satisfied) was caused
by such party’s breach or other failure to comply with or perform its obligations or enforce it rights under this Agreement or,
in the case of Buyer, under the Other Stock Purchase Agreements.
SECTION 4.
COVENANTS
4.1
Regulatory Efforts. Each party hereto shall, as promptly as possible, use its reasonable best efforts to obtain, or
cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Entities that may be or become necessary
for the performance of its obligations pursuant to this Agreement. Each party hereto shall cooperate fully with the other parties hereto
and their respective Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. Buyer agrees to
make an appropriate notification pursuant to the HSR Act with respect to the transactions contemplated by this Agreement and the Other
Stock Purchase Agreements as promptly as practicable after the date hereof, and in any event not later than the date that is five (5)
Business Days after the date of this Agreement, and to supply as promptly as practicable to the appropriate Governmental Entity any additional
information and documentary material that may be requested pursuant to the HSR Act. Without limiting the generality of the foregoing,
each of the parties hereto shall use reasonable best efforts to (a) respond to any inquiries by any Governmental Entity regarding
antitrust or other matters with respect to the transactions contemplated by this Agreement; and (b) avoid the imposition of any order
or the taking of any action that would restrain, alter or enjoin the transactions contemplated by this Agreement; and in the event any
order from a Governmental Entity adversely affecting the ability of the parties to consummate the transactions contemplated by this Agreement
has been issued, to have such order vacated or lifted; provided, that notwithstanding the foregoing, this Section 4.1 shall not
require Buyer to take any action on the part of Buyer that would reasonably result in a requirement for Buyer to dispose of the Purchased
Shares or that would materially limit
the voting rights or the economic benefits
of the Purchased Shares. Buyer and Seller shall promptly furnish each other, to the extent permitted by applicable Laws, with copies of
written communications received by them or their Affiliates from, or delivered by any of the foregoing to, any Governmental Entity in
respect of the transactions contemplated by this Agreement. Buyer shall not enter into, or permit any Affiliate to enter into, any definitive
agreement to acquire any business or any corporation, partnership, limited liability company, joint venture or other business organization
or division thereof if the entering into of a definitive agreement relating to, or the consummation of, such acquisition would reasonably
be expected to (i) impose any material delay in the obtaining of, or materially increase the risk of not obtaining, any consent, authorization,
order or approval of any Governmental Entity of competent jurisdiction necessary to consummate the transactions contemplated by this Agreement
or the expiration or termination of any applicable waiting period under the HSR Act, (ii) materially increase the risk of any Governmental
Entity of competent jurisdiction entering an order prohibiting the consummation of the transactions contemplated by this Agreement or
(iii) prevent the consummation of the transactions contemplated by this Agreement.
4.2
Exchange. At least five (5) Business Days prior to the Closing, subject to and in accordance with Section 2.1 of the Exchange
Agreement, Seller shall (a) deliver to Holdings and the Company (with a copy delivered to Buyer) (i) an Exchange Notice (as defined in
the Exchange Agreement) to effect the Exchange of all Class B Units then held by Seller, which Exchange Notice shall specify that, (A)
at Seller’s election, the Exchange is contingent upon the Closing and (B) the Date of Exchange (as defined in the Exchange Agreement)
shall be no later than the Closing Date, and (ii) if Seller is legally eligible to do so, an IRS Form W-9 properly completed and duly
executed establishing a complete exemption from U.S. federal withholding tax (including backup withholding) and (b) surrender or, in the
absence of such surrender, be deemed to have surrendered, such Class B Units to Holdings (and surrender for cancellation one or more stock
certificates (if certificated) or instructions and stock powers (if uncertificated) to the Company representing a corresponding number
of Class B Shares) (in each case, free and clear of all security interests, claims, liens and encumbrances of any nature, including any
rights of third parties in or to such interests other than restrictions set forth in the Second Amended and Restated Limited Liability
Company Agreement of Holdings, dated as of December 27, 2021 (the “Holdings LLC Agreement”) and as may arise under applicable
federal and state securities Laws).
4.3
Transfer Restrictions. From the date of this Agreement until the earlier of the Closing Date or the termination of this
Agreement pursuant to Section 5, except for the purchase and sale of the Purchased Shares contemplated by this Agreement, Seller shall
not Transfer (as defined below) (or cause or permit the Transfer of) any of its Pre-Exchange Equity Interests, Post-Exchange Class A Shares
(including the Purchased Shares) or TRA Rights or enter into any agreement relating thereto, except with Buyer’s prior written consent;
provided that Seller may Transfer any of its Pre-Exchange Equity Interests, Post-Exchange Class A Shares (including the Purchased Shares)
or TRA Rights to a controlled Affiliate that is eligible to deliver an IRS Form W-9 establishing a complete exemption from U.S. federal
withholding tax (including backup withholding) if, as a precondition to such Transfer, such controlled Affiliate transferee agrees in
writing to be bound by the terms of, and to assume all of the obligations of Seller under, this
Agreement by executing and delivering a joinder
agreement in form and substance reasonably acceptable to Buyer (any such controlled Affiliate upon completion of the Transfer, a “Transferee”
and Seller, the “Transferor”). Any Transfer or attempted Transfer of any such Pre-Exchange Equity Interests, Post-Exchange
Class A Shares (including the Purchased Shares) or TRA Rights in violation of this Section 4.3 shall be null and void and of no effect
whatsoever. A Person will be deemed to have effected a “Transfer” of a Pre-Exchange Equity Interest, Post-Exchange Class A
Shares (including the Purchased Shares) or TRA Right if such Person, whether voluntarily or involuntarily, directly or indirectly (a)
sells, pledges, assigns, gifts, grants an option with respect to, transfers, exchanges, tenders or disposes (by merger, by testamentary
disposition, by operation of Law or otherwise) of a Pre-Exchange Equity Interest, Purchased Share, TRA Right or any interest in any of
the foregoing (other than the Exchange), (b) creates or permits to exist any security interests, claims, liens and encumbrances of any
nature, including any rights of third parties in or to such interests (other than pursuant to the Tax Receivable Agreement, the Holdings
LLC Agreement or restrictions on transfer under applicable federal and state securities Laws), (c) deposits any of the Pre-Exchange Equity
Interests, Post-Exchange Class A Shares (including the Purchased Shares) or TRA Rights into a voting trust or enters into a voting agreement
or arrangement or grants any proxy, power of attorney or other authorization with respect thereto that, in each case, is inconsistent
with this Agreement, or (d) agrees or commits (whether or not in writing) to take any of the actions referred to in the foregoing clauses
(a) through (c).
4.4
Public Announcements. The parties hereto agree that the initial press release to be issued with respect to the transactions
contemplated by this Agreement shall be in the form heretofore agreed to by the parties hereto. Prior to the Closing, Buyer and Seller
shall, to the extent at all reasonably practicable, consult with the other parties hereto before making, and give such other parties hereto
a reasonable opportunity to review and comment upon, any press release or other public statements with respect to this Agreement and the
transactions contemplated hereby, shall consider in good faith such other parties’ comments and shall not issue any such press release
or make any such public statement prior to such reasonably practicable consultation, except as may be required by applicable Law, court
process or by obligations pursuant to any listing agreement with any national securities exchange or national securities quotation system;
provided, that the foregoing shall not apply to any press release or other public statement so long as the statements contained
therein concerning this Agreement and the other transactions contemplated hereby substantially reiterate (and are not inconsistent with)
previous releases or statements made by the applicable party with respect to which such party has complied with the provisions of this
sentence.
4.5
Exclusivity. During the period from the date of this Agreement through the Closing or the earlier termination of this Agreement
pursuant to Section 5, Seller shall not, and shall cause Seller’s Affiliates and representatives to not, directly or indirectly,
(a) solicit, initiate or knowingly encourage the initiation of any Acquisition Proposal (as defined below), (b) other than as permitted
pursuant to this Section 4.5, furnish to any Person (other than Buyer or its designees) any information relating to the sale of the Pre-Exchange
Equity Interests or Post-Exchange Class A Shares (including the Purchased Shares), or afford to any Person (other than Buyer or its designees)
access to the business, properties, assets, books, records or other non-public
information relating to the business of the
Company and Holdings, in any such case with the intent to induce the making, submission or announcement of an Acquisition Proposal, or
(c) participate or engage in any discussions or negotiations with any third party regarding, or enter into any Contract in respect of,
any Acquisition Proposal. Seller shall, and shall cause Seller’s Affiliates and representatives to, (i) immediately cease and cause
to be terminated any existing discussions or negotiations with any Person (other than Buyer or its designees) conducted heretofore with
respect to any Acquisition Proposal and (ii) as promptly as practicable request that each Person (other than Buyer or its designees) that
has previously executed a confidentiality or similar agreement with Seller or Seller’s Affiliates in connection with its consideration
of an Acquisition Proposal return to Seller or Seller’s Affiliates or destroy any nonpublic information previously furnished or
made available to such Person or any of its representatives by or on behalf of Seller, Seller’s Affiliates or their representatives
in accordance with the terms of the confidentiality agreement in place with such Person and terminate any data room access from any such
Person and its representatives. When used in this Agreement, “Acquisition Proposal” means any inquiry, proposal or
offer from any Person (other than Buyer) relating to any (a) direct or indirect acquisition (whether in a single transaction or a series
of related transactions) of all or a material portion of the assets of the business of the Company and Holdings (other than sales of inventory
in the ordinary course of business), (b) direct or indirect acquisition (whether in a single transaction or a series of related transactions)
of any of the Company, Holdings and their subsidiaries, or (c) merger, consolidation, share exchange, business combination, recapitalization,
liquidation, dissolution or similar transaction involving the business of the Company and Holdings or any of their subsidiaries, in each
case, other than the transactions contemplated by this Agreement.
4.6
[Reserved].
4.7
Spousal Consent. If Seller is a married individual and any of its Pre-Exchange Equity Interests or, after giving effect
to the Exchange, its Post-Exchange Class A Shares (including the Purchased Shares) constitutes community property or otherwise need spousal
or other approval for this Agreement to be legal, valid and binding, Seller shall deliver to Buyer, concurrently herewith, a duly executed
consent of such Stockholder’s spouse, in the form attached hereto as Schedule V.
4.8
Further Assurances. Subject to Section 4.1, each party hereto shall reasonably cooperate with the other parties hereto
and use its reasonable best efforts to promptly take, or cause to be taken, all actions, and do, or cause to be done, all things reasonably
necessary, proper or advisable to cause the conditions to the Closing to be satisfied as promptly as practicable and to consummate the
transactions contemplated hereby and, with respect to Buyer, the transactions contemplated by the Other Stock Purchase Agreements; provided,
however, nothing in this Section 4.8 shall require any party to waive any condition to Closing set forth in Section 3. If, subsequent
to the Closing Date, further documents are reasonably requested in order to carry out the provisions and purposes of this Agreement,
the parties hereto shall execute and deliver such further documents.
SECTION 5.
TERMINATION
5.1
Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior
to the Closing:
(a)
by mutual written consent of Seller and Buyer;
(b)
by Seller or Buyer, if the Closing shall not have occurred before November 5, 2024 (the “End Date”); provided,
that the right to terminate this Agreement pursuant to this Section 5.1(b) shall not be available to any party hereto whose failure to
fulfill any obligation under this Agreement has principally caused or resulted in the failure of the Closing to occur on or before the
End Date;
(c)
by Buyer or Seller, if there shall be any Law that makes consummation of the transactions contemplated by this Agreement illegal
or otherwise prohibited or if any Judgment enjoining Buyer or Seller from consummating the transactions contemplated by this Agreement
is entered and such Judgment shall become final and non-appealable (any such Judgment, a “Legal Restraint”); provided,
that the right to terminate this Agreement pursuant to this Section 5.1(c) shall not be available to any party hereto whose failure to
fulfill any obligation under Section 4.1 has principally caused or resulted in the imposition of such Legal Restraint or the failure of
such Legal Restraint to be resisted, resolved or lifted;
(d)
by Buyer, if there has been a material breach by Seller of any of its representations, warranties, covenants or agreements contained
in this Agreement and such breach shall not have been cured within ten (10) Business Days after written notice thereof shall have been
received by Seller; provided, however, that the right to so terminate this Agreement pursuant to this Section 5.1(d) shall
not be available to Buyer to the extent that Buyer is then in breach or failed to perform any of Buyer’s representations, warranties,
covenants or obligations set forth in this Agreement, which breach or failure to perform would give rise to the failure of a condition
set forth in Section 3.3; and
(e)
by Seller, if there has been a material breach by Buyer of any of its representations, warranties, covenants or agreements contained
in this Agreement and such breach shall not have been cured within ten (10) Business Days after written notice thereof shall have been
received by Buyer; provided, however, that the right to so terminate this Agreement pursuant to this Section 5.1(e) shall
not be available to Seller to the extent that Seller is then in breach or failed to perform any of Seller’s representations, warranties,
covenants or obligations set forth in this Agreement, which breach or failure to perform would give rise to the failure of a condition
set forth in Section 3.2.
The party hereto desiring
to terminate this Agreement pursuant to this Section 5.1 (other than Section 5.1(a)) shall give written notice of such termination to
the other parties hereto in accordance with Section 6.1, specifying the provision of this Section 5.1 pursuant to which such termination
is effected.
5.2
Effect of Termination. In the event of any termination of this Agreement pursuant to Section 5.1, this Agreement shall
be terminated, and there shall be no further liability or obligation hereunder or thereunder on the part of any party hereto; provided,
however, that nothing contained in this Agreement (including this Section 5.2) will relieve any party from liability for any Willful
and Material Breach of any of its representations, warranties, covenants or agreements set forth in this Agreement. When used in this
Agreement, “Willful and Material Breach” means a material breach that is the consequence of an act or omission by the
breaching party with the actual knowledge that the taking of such act or failure to take such act would cause or constitute such material
breach.
SECTION 6.
MISCELLANEOUS
6.1
Notice. Any notice, request, claim, demand or other communication under this Agreement shall be in writing, shall be either
personally delivered, delivered by email transmission or sent by reputable overnight courier service (charges prepaid) to the address
for such party set forth below or such other address as the recipient party has specified by prior written notice to the other parties
hereto and shall be deemed to have been given immediately upon personal delivery, on the date of receipt, if delivered by email transmissions
(to the extent that no “bounce back” or similar message indicating non-delivery is received with respect thereto) or one
(1) day after deposit with a reputable overnight courier service.
If to the Buyer:
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Tungsten 2024 LLC 445 Park Ave 15th Floor
New York, NY 10222
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Attention: |
Tom Knott |
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Email: |
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with a copy to:
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Paul, Weiss, Rifkind, Wharton & Garrison
LLP
1285 Avenue of the Americas
New York, NY 10019-6064
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Attention: |
Scott A. Barshay and Laura C.
Turano |
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Email: |
sbarshay@paulweiss.com; lturano@paulweiss.com |
If to Seller:
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Joseph
Morris
54
Founders Way
Downingtown, PA 19335
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Email: |
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6.2
Survival. Except in the case of Fraud (which shall not be limited by this Section 6.2), the representations and warranties
contained in Section 1.2 and Section 1.3 shall not survive the Closing and shall terminate upon the Closing, except that the representations
set forth in Sections 1.2(b), 1.2(c), 1.2(d), 1.2(g) and 1.2(h) and Sections 1.3(b), 1.3(c), 1.3(g), 1.3(h) and 1.3(i) shall survive until
the expiration of the applicable statute of limitations. The covenants and agreements that by their terms do not contemplate performance
after the Closing shall terminate at the Closing. When used in this Agreement, “Fraud” means, with respect to a party,
an actual and intentional fraud in respect of the making of any representation or warranty set forth in Section 1.2 or Section 1.3, as
applicable, with intent to deceive another party, or to induce that party to enter into this Agreement and requires (i) a false representation
of material fact made in Section 1.2 or Section 1.3, as applicable, (ii) actual knowledge that such representation is false, and (iii)
an intention to induce the party to whom such representation is made to act or refrain from acting in reliance upon it.
6.3
Expenses. All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall
be paid by the party hereto incurring such cost or expense, except that (i) all filing fees paid in respect of the filings under the HSR
Act in connection with this Agreement and the transactions contemplated hereby shall be borne by Buyer and (ii) Buyer shall pay the Selling
Expenses upon Closing on behalf of Seller.
6.4
Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with
the Laws of the State of Delaware without giving effect to the principles of conflicts of law. Each of the parties hereto hereby irrevocably
and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware
(or, only if such court declines to accept jurisdiction over a particular matter, then in the United States District Court for the District
of Delaware or, if jurisdiction is not then available in the United States District Court for the District of Delaware (but only in such
event), then in any court sitting of the State of Delaware in New Castle County) and any appellate court from any of such courts (in any
case, the “Delaware Court”) for any Proceeding arising out of or relating to this Agreement or the transactions contemplated
hereby, whether framed in contract, tort or otherwise, and further agrees that service of any process, summons, notice or document by
U.S. mail to its respective address set forth in this Agreement shall be effective service of process for any Proceeding brought against
it in any such court. Each of the parties hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of
any Proceeding arising out of this Agreement or the transactions contemplated hereby in any Delaware Court, and hereby further irrevocably
and unconditionally waives and agrees not to plead or claim in any such court that any such Proceeding brought in any such court has been
brought in an inconvenient forum. EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR
THE TRANSACTIONS CONTEMPLATED HEREBY.
6.5
Successors and Assigns. Neither this Agreement nor any of the rights or obligations under this Agreement shall be assigned,
in whole or in part (except by operation of Law pursuant to a merger whose purpose is not to avoid the provisions of this Agreement),
by any party hereto without the prior written consent of the other parties hereto except that, Buyer may assign or otherwise transfer
any or all of its rights and obligations hereunder to one or more of its Affiliates, but no such assignment shall relieve Buyer of its
obligations under this Agreement if such assignee does not perform such obligation. Subject to the foregoing, this Agreement shall bind
and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns. Any purported assignment
in violation of this Agreement will be void ab initio.
6.6
Counterparts. This Agreement may be executed in separate counterparts, each of which shall be an original and all of which
taken together shall constitute one and the same agreement.
6.7
Remedies. Each party hereto acknowledges that money damages would not be an adequate remedy in the event that any of the
covenants or agreements in this Agreement are not performed in accordance with its terms, and it is therefore agreed that in addition
to and without limiting any other remedy or right it may have, the non-breaching party will have the right to an injunction, temporary
restraining order or other equitable relief in any court of competent jurisdiction enjoining any such breach and enforcing specifically
the terms and provisions hereof, without proof of damages or otherwise or posting or securing any bond or other security. All rights,
powers and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and
not alternative, and the exercise or beginning of the exercise of any thereof by any party hereto shall not preclude the simultaneous
or later exercise of any other such right, power or remedy by such party. Each of parties hereto agrees that it will not oppose the granting
of an injunction, temporary restraining order or other equitable relief on the basis that the other parties hereto have an adequate remedy
at law or an award of specific performance is not an appropriate remedy for any reason at law or in equity.
6.8
Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective
and valid under applicable Law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect
under any applicable Law in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or
any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal
or unenforceable provision had never been contained herein.
6.9
Entire Agreement. This Agreement (including the Schedules hereto), embodies the complete agreement and understanding among
the parties hereto with respect to the subject matter hereof or thereof and supersede and preempt any prior understandings, agreements
or representations by or among the parties hereto, written or oral, that may have related to the subject matter hereof in any way.
6.10
Interpretation. The headings contained in this Agreement are for convenience only and shall not affect in any way the meaning
or interpretation of this Agreement. Unless the context otherwise requires, whenever the words “include”, “includes”
or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”,
words describing the singular number shall include the plural and vice versa and words denoting any gender shall include all genders.
When a reference is made in this Agreement to Sections or a Schedule, such reference shall be to a Section or Schedule, as applicable,
of this Agreement unless otherwise indicated. The words “hereof”, “hereto”, “hereby”, “herein”
and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to
any particular provision of this Agreement. The words “the date hereof”, “the date of this Agreement” and words
of similar import mean the day and year first set forth above in the preamble to this Agreement. Unless the context otherwise requires,
the terms “neither”, “nor”, “any”, “either” and “or” are not exclusive. The
word “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and such
phrase does not mean simply “if”. References to “days” shall mean “calendar days” unless expressly
stated otherwise. Any reference in this Agreement to a date shall be deemed to be such date or time in the City of New York, New York,
U.S.A., unless otherwise specified. Any Contract referred to herein means such Contract, instrument or Law as from time to time amended,
modified or supplemented. References to any statute shall be deemed to refer to such statute and any rules or regulations promulgated
thereunder. References to a Person are also to its permitted successors and assigns. Each of the parties hereto has participated in the
drafting and negotiation of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement must be construed
as if it is drafted by all the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by
virtue of authorship of any of the provisions of this Agreement.
6.11
Amendments and Waivers. This Agreement may not be amended except by an instrument in writing signed by all parties hereto.
Waiver of any term or condition of this Agreement by any party shall only be effective if in writing and shall not be construed as a waiver
of any subsequent breach or failure of the same term or condition or a waiver of any other term or condition of this Agreement. Buyer
agrees not to amend or otherwise modify, or waive any provision of, any Other Stock Purchase Agreement or the Letter Agreement, in each
case if such amendment, modification or waiver would prevent, impede or materially delay the satisfaction of any condition set forth in
Section 3 hereof, and Buyer further agrees that, with respect to any other amendment, modification or waiver of any Other Stock Purchase
Agreement that is favorable to the other party thereto, Buyer shall not enter into such amendment or modification or provide such waiver
without first offering to Seller the same amendment, modification or waiver of the corresponding provisions of this Agreement and, if
Seller desires to enter into such amendment, modification or waiver, doing so simultaneously with the corresponding amendment, modification
or waiver of such Other Stock Purchase Agreement.
[Remainder
of page intentionally left blank.]
IN WITNESS WHEREOF, each of
the parties hereto has executed this Agreement as of the date first written above.
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TUNGSTEN 2024 LLC |
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By: |
/s/ John Cote |
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Name:
Title: |
John Cote Manager |
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By: |
/s/ Joseph Morris |
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Name:
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Joseph Morris |
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EXHIBIT 9
JOINT FILING AGREEMENT
The undersigned hereby agree that they are filing
this statement on Schedule 13D jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule
13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but
none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless
such person knows or has reason to believe that such information is inaccurate.
In accordance with Rule 13d-1(k)(1) promulgated
under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each
of them of such a statement on Schedule 13D with respect to the shares of Class A Common Stock of CompoSecure, Inc. beneficially owned
by each of them. This Joint Filing Agreement shall be included as an exhibit to such Schedule 13D.
IN WITNESS WHEREOF, the undersigned hereby execute
this Joint Filing Agreement as of the 19th day of September, 2024.
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RESOLUTE COMPO HOLDINGS LLC |
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By: |
Tungsten 2024 LLC, its managing member |
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By: |
/s/
John D. Cote |
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Name: |
John D. Cote |
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Title: |
Manager |
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TUNGSTEN 2024 LLC |
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By: |
/s/
John D. Cote |
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Name: |
John D. Cote |
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Title: |
Manager |
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THOMAS R. KNOTT |
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/s/ Thomas R. Knott |
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Thomas R. Knott |
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JOHN D. COTE |
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/s/
John D. Cote |
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John D. Cote |
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