SUBSCRIPTION AGREEMENTSubscription Agreement • April 19th, 2021 • Roman DBDR Tech Acquisition Corp. • Blank checks • New York
This Subscription Agreement (this “Subscription Agreement”) is being entered into in connection with the proposed business combination (the “Transaction”) between Roman DBDR Tech Acquisition Corp., a Delaware corporation (“Roman”), and CompoSecure Holdings, L.L.C., a Delaware limited liability company (“Company”), pursuant to an Agreement and Plan of Merger (as amended, modified, supplemented or waived from time to time in accordance with its terms, and including the exhibits thereto, the “Transaction Agreement”) to be entered into among Roman, Company, Roman Parent Merger Sub, LLC (“Merger Sub”) and the other parties thereto, pursuant to which, among other things, Merger Sub will merge with and into Company, with Company as the surviving company in the merger, on the terms and subject to the conditions therein (such merger, the “Transaction”). In connection with the Transaction, Roman is seeking commitments from interested investors to purchase shares of Roman’s Class A common stock,
VOTING AGREEMENTVoting Agreement • April 19th, 2021 • Roman DBDR Tech Acquisition Corp. • Blank checks • Delaware
This Voting Agreement (this “Agreement”) is made as of April 19, 2021 by and among Roman DBDR Tech Acquisition Corp., a Delaware corporation (the “Company”), the undersigned stockholders of the Company (collectively, the “Company Stockholders” and each, a “Company Stockholder”), CompoSecure Holdings, L.L.C., a Delaware limited liability company (“Holdings”), and the undersigned unitholders of Holdings (collectively, the “Holdings Unitholders” and each, a “Holdings Unitholder”, and together with the Company Stockholders, “Voting Parties”, and each, a “Voting Party”).
SUBSCRIPTION AGREEMENTSubscription Agreement • April 19th, 2021 • Roman DBDR Tech Acquisition Corp. • Blank checks • New York
This Subscription Agreement (this “Subscription Agreement”) is being entered into in connection with the proposed business combination (the “Transaction”) between Roman DBDR Tech Acquisition Corp., a Delaware corporation (“Roman”), and CompoSecure Holdings, L.L.C., a Delaware limited liability company (“Company”), pursuant to an Agreement and Plan of Merger (as amended, modified, supplemented or waived from time to time in accordance with its terms, and including the exhibits thereto, the “Transaction Agreement”) to be entered into among Roman, Company, Roman Parent Merger Sub, LLC (“Merger Sub”) and the other parties thereto, pursuant to which, among other things, Merger Sub will merge with and into Company, with Company as the surviving company in the merger, on the terms and subject to the conditions therein (such merger, the “Transaction”). In connection with the Transaction, the Company is seeking commitments from interested investors to purchase 7.00% exchangeable senior notes (t
EXPENSE CAP AND WAIVER AGREEMENTExpense Cap and Waiver Agreement • April 19th, 2021 • Roman DBDR Tech Acquisition Corp. • Blank checks
This EXPENSE CAP AND WAIVER AGREEMENT, dated as of April 19, 2021 (this “Agreement”), by and among Roman DBDR Tech Acquisition Corp., a Delaware corporation (“Parent”), Roman DBDR Tech Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and CompoSecure Holdings, L.L.C., a Delaware limited liability company (the “Company”).
AGREEMENT AND PLAN OF MERGER by and among ROMAN DBDR TECH ACQUISITION CORP., ROMAN PARENT MERGER SUB, LLC, COMPOSECURE HOLDINGS, L.L.C. and LLR Equity Partners IV, L.P. April 19, 2021Joinder Agreement • April 19th, 2021 • Roman DBDR Tech Acquisition Corp. • Blank checks • Delaware
This Agreement and Plan of Merger (this “Agreement”) is dated as of April 19, 2021, among Roman DBDR Tech Acquisition Corp., a Delaware corporation (“Parent”), Roman Parent Merger Sub, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Parent (“Merger Sub”), CompoSecure Holdings, L.L.C., a Delaware limited liability company (the “Company”), and LLR Equity Partners IV, L.P., a Delaware limited partnership (the “Member Representative”).
