INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 20th, 2021 • Roman DBDR Tech Acquisition Corp. III • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2021, by and between Roman DBDR Tech Acquisition Corp. III, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
25,000,000 Units1 Roman DBDR Tech Acquisition Corp. III UNDERWRITING AGREEMENTUnderwriting Agreement • December 20th, 2021 • Roman DBDR Tech Acquisition Corp. III • Blank checks • New York
Roman DBDR Tech Acquisition Corp. III Las Vegas, NV 89109Roman DBDR Tech Acquisition Corp. III • December 20th, 2021 • Blank checks • New York
This agreement (the “Agreement”) is entered into on February 26, 2021 by and between Roman DBDR Tech Sponsor III LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Roman DBDR Tech Acquisition Corp. III, a Delaware corporation (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 7,187,500 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 937,500 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • December 20th, 2021 • Roman DBDR Tech Acquisition Corp. III • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of ___________, 2021, is made and entered into by and among Roman DBDR Tech Acquisition Corp. III, a Delaware corporation (the “Company”), Roman DBDR Tech Sponsor III LLC, a Delaware limited liability company (the “Sponsor”, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • December 20th, 2021 • Roman DBDR Tech Acquisition Corp. III • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between Roman DBDR Tech Acquisition Corp. III, a Delaware corporation (the “Company”), and (“Indemnitee”).
WARRANT AGREEMENTWarrant Agreement • December 20th, 2021 • Roman DBDR Tech Acquisition Corp. III • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●] 2021, is by and between Roman DBDR Tech Acquisition Corp. III, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENTPrivate Placement Warrant Purchase Agreement • December 20th, 2021 • Roman DBDR Tech Acquisition Corp. III • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [•], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Roman DBDR Tech Acquisition Corp. III, a Delaware corporation (the “Company”), and Roman DBDR Tech Sponsor III LLC, a Delaware limited liability company (the “Purchaser”).
Roman DBDR Tech Acquisition Corp. III Las Vegas, NV 89109Roman DBDR Tech Acquisition Corp. III • December 20th, 2021 • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Roman DBDR Tech Acquisition Corp. III, a Delaware corporation (the “Company”), and B. Riley Securities, Inc., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 28,750,000 of the Company’s units (including up to 3,750,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-third of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering p
ROMAN DBDR TECH ACQUISITION CORP. IIIRoman DBDR Tech Acquisition Corp. III • December 20th, 2021 • Blank checks • New York
This letter agreement by and between Roman DBDR Tech Acquisition Corp. III (the “Company”) and Roman DBDR Tech Sponsor III LLC (“DBDR Sponsor III”), dated as of the date hereof, will confirm our agreement that, commencing on the date the Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (File No. 333-[•]) (the “Registration Statement”) is declared effective (the “Effective Date”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
