Date: November 30, 2021 To: Atlantic Coastal Acquisition Corp. (“Counterparty”) Address: 6 St Johns Lane, Floor 5Atlantic Coastal Acquisition Corp. • December 1st, 2021 • Blank checks
This Confirmation, together with the Pricing Date Notice, evidences a complete binding agreement between Seller and Counterparty as to the subject matter and terms of the Transaction to which this Confirmation relates and shall supersede all prior or contemporaneous written or oral communications with respect thereto. Concurrently with entering into this Confirmation, Seller and Counterparty are entering into a Tender Offer Agreement (the “Tender Offer Agreement”) pursuant to which Seller and Counterparty have indicated an intention to commence a tender offer (the “Tender Offer”) in accordance with Section 9.2(b) of the Amended and Restated Certificate of Incorporation of the Company, dated March 5, 2021 (the “Counterparty Charter”) to purchase up to a maximum of 10,000,000 Shares in the aggregate at a price equal to the Redemption Price. The effectiveness of this Transaction is subject to the condition that the Tender Offer Agreement shall be in full force and effect. Counterparty and
BUSINESS COMBINATION AGREEMENT BY AND AMONG ATLANTIC COASTAL ACQUISITION CORP., ALPHA MERGER SUB 1, INC. AND ESSENTIUM, INC. DATED AS OF NOVEMBER 30, 2021Registration Rights Agreement • December 1st, 2021 • Atlantic Coastal Acquisition Corp. • Blank checks • Delaware
This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of November 30, 2021, is made by and among Atlantic Coastal Acquisition Corp., a Delaware corporation (“ACAH”), Alpha Merger Sub 1, Inc., a Delaware corporation (“Merger Sub”), and Essentium, Inc., a Delaware corporation (the “Company”). ACAH, Merger Sub and the Company shall be referred to herein from time to time individually as a “Party” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.
TENDER OFFER AGREEMENTTender Offer Agreement • December 1st, 2021 • Atlantic Coastal Acquisition Corp. • Blank checks • Delaware
This TENDER OFFER AGREEMENT (this “Agreement”) is made as of November 30, 2021, by and between Atlantic Coastal Acquisition Corp., a Delaware corporation (the “Company”), and ACM ARRT VII C LLC, a Delaware limited liability company (“ACM”). The Company and ACM are at times referred to herein individually as a “Party” and collectively as the “Parties.”
FORM OF SUBSCRIPTION AGREEMENTForm of Subscription Agreement • December 1st, 2021 • Atlantic Coastal Acquisition Corp. • Blank checks
This Subscription Agreement (this “Subscription Agreement”) is being entered into as of the date set forth above by and between Atlantic Coastal Acquisition Corp., a Delaware corporation (together with any successor thereto the “Company”), and the undersigned Investor (the “Investor”), in connection with the proposed business combination (the “Transaction”) between the Company and Essentium, Inc., a Delaware corporation (the “Target”) pursuant to that certain Business Combination Agreement, dated as of November 30, 2021, by and among the Company, Alpha Merger Sub 1, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”), and the Target (as it may be amended from time to time, the “Transaction Agreement”). In connection with the Transaction, the Company is seeking commitments from interested investors to purchase, contingent upon, and substantially concurrently with the closing of the Transaction (the “Transaction Closing”), shares of common stock of th
STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • December 1st, 2021 • Atlantic Coastal Acquisition Corp. • Blank checks • Delaware
This Stockholder Support Agreement (this “Agreement”) is dated as of November 30, 2021, by and among Atlantic Coastal Acquisition Corp., a Delaware corporation (“ACAH”), the Persons set forth on Schedule I attached hereto (each, a “Company Stockholder” and, collectively, the “Company Stockholders”), and Essentium, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
November 30, 2021 Atlantic Coastal Acquisition Corp. 6 St Johns Lane, Floor 5 New York, New York 10013 Essentium, Inc. 19025 N Heatherwilde Blvd, Suite 100 Pflugerville, TX 78660 BTIG, LLC 65 E 55th Street New York, New York 10022 Re: Sponsor Letter...Letter Agreement • December 1st, 2021 • Atlantic Coastal Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with that certain Business Combination Agreement (the “Business Combination Agreement”), dated as of November 30, 2021, by and among Atlantic Coastal Acquisition Corp., a Delaware corporation (the “ACAH”), Essentium, Inc., a Delaware corporation (the “Company”), and Alpha Merger Sub 1, Inc., a Delaware corporation and wholly-owned subsidiary of ACAH (“Merger Sub”) and hereby amends an restates in its entirety that certain letter (the “Prior Letter Agreement”), dated as of March 3, 2021, by and among Atlantic Coastal Acquisition Management, LLC (the “Sponsor”) and each of Shahraab Ahmad, Burt Jordan, Anthony D. Eisenberg, Ronald C. Warrington, Ned Sizer, Joanna Lord, Bryan Dove, Iqbaljit Kahlon, and Daniel M. Tapiero, who are members of the board of directors and/or management team of ACAH (collectively, the “Insiders”). Capitalized terms used herein are defined in paragraph 15. Capitalized terms used herein b
