CompoSecure, Inc. 7,000,000 Shares of Class A Common Stock Underwriting AgreementUnderwriting Agreement • May 9th, 2024 • CompoSecure, Inc. • Finance services • New York
The Company is a holding company, and its only significant asset is its ownership of CompoSecure Holdings, L.L.C., a Delaware limited liability company (the “Operating LLC”). Prior to the execution and delivery of this underwriting agreement (this “Agreement”) and in accordance with the second amended and restated limited liability company agreement of the Operating LLC, dated as of December 27, 2021 (the “LLC Agreement”), and the Exchange Agreement, dated as of December 27, 2021, by and among the Company, the Operating LLC and the holders of Class B Units of the Operating LLC (the “Class B Units”) from time to time party thereto (the “Exchange Agreement”), (i) each Selling Stockholder will (a) execute and deliver an election of exchange (each, an “Exchange Notice”) to the Company and the Operating LLC, pursuant to which such Selling Stockholder will make an election to exchange certain Class B Units, together with the related cancellation of the same number of shares of the Company’s
