UNITED
STATES
SECURITIES
AND EXCHANGE
COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under the Securities
Exchange Act of 1934
(Amendment No. 2)*
COMPOSECURE, INC.
(Name of Issuer)
Class A
Common Stock, $0.0001 par value per share
(Title of Class of
Securities)
77584N101
(CUSIP Number)
Michele D. Logan
c/o CompoSecure, Inc.
309 Pierce Street
Somerset, NJ 08873
Tel
No: 908-875-6556
(Name, Address and Telephone
Number of Person
Authorized to Receive Notices and Communications)
August 7,
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. ¨
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7
for other parties to whom copies are to be sent.
* 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. 77584N101 |
|
1. |
Names
of Reporting Persons
Michele D. Logan |
|
2. |
Check
the Appropriate Box if a Member of a Group (See Instructions) |
|
|
(a) |
¨ |
|
|
(b) |
¨ |
|
3. |
SEC
Use Only |
|
4. |
Source
of Funds (See Instructions)
PF |
|
5. |
Check
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
12,061,303 |
8. |
Shared
Voting Power
6,578,231(1)(2) |
9. |
Sole
Dispositive Power
12,061,303 |
10. |
Shared
Dispositive Power
6,578,231(1)(2) |
|
11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
18,639,534(1)(2) |
|
12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
|
13. |
Percent
of Class Represented by Amount in Row (11)
22.8%(3) |
|
14. |
Type
of Reporting Person (See Instructions)
IN |
|
|
|
|
|
|
(1) Consists of (i) 20,829 shares of Class A Common Stock, $0.0001
par value per share (the “Class A Common Stock”) and 22,492 restricted stock units (“RSUs”),
which will vest in full upon the Closing (as defined below) and may be settled into Class A Common Stock upon vesting, held by Ms. Logan;
(ii) 12,017,983 shares of Class B Common Stock, $0.0001 par value per share, which is unregistered, (the “Class B
Common Stock”) and a corresponding number of Class B Common Units, issued by CompoSecure Holdings, L.L.C., a subsidiary
of the Issuer, which are also unregistered (the “Class B Common Units”), that are exchangeable for Class A
Common Stock on a share-for-share basis, subject to adjustment, and a corresponding cancellation of the Class B Common Stock, held
by Michele D. Logan; (iii) 732,578 shares of Class B Common Stock, and a corresponding number of Class B Common Units that
are exchangeable for Class A Common Stock on a share-for-share basis, subject to adjustment, and a corresponding cancellation of
the Class B Common Stock, held by the Carol D. Herslow Credit Shelter Trust B (“Credit Shelter Trust”); and (iv) 5,845,653
shares of Class B Common Stock, and a corresponding number of Class B Common Units that are exchangeable for Class A Common
Stock on a share-for-share basis, subject to adjustment, and a corresponding cancellation of the Class B Common Stock, held by Ephesians
3:16 Holdings LLC (“Ephesians Holdings”).
(2) Ms. Logan is Co-Trustee of the Credit Shelter Trust,
and may be deemed to share voting and dispositive power with respect to the securities held by the Credit Shelter Trust. Ephesians Holdings
is a manager-managed LLC, and Ms. Logan serves as the manager, with the ability to exercise voting and dispositive power with respect
to the securities held by Ephesians Holdings. The MDL Family Trust (the “MDL Trust”) and The DML Family Trust (the
“DML Trust”) are the sole members of Ephesians Holdings, each owning half of the total membership interests therein,
and Ms. Logan serves as the Investment Adviser of each of the MDL Trust and the DML Trust. Tiedemann Trust Company acts as Administrative
Trustee of each of the MDL Trust and the DML Trust. As a result, Ms. Logan, Ephesians Holdings and the MDL Trust and the DML Trust
(to the extent of their respective membership interests therein) possess shared voting and dipositive power over the securities held
by Ephesians Holdings.
(3) Based upon (a) 30,000,843 shares of Class A Common
Stock and (b) 51,908,422 shares of Class B Common Stock that were outstanding as of August 7, 2024.
CUSIP
No. 77584N101 |
|
1. |
Names
of Reporting Persons
Ephesians 3:16 Holdings LLC |
|
2. |
Check
the Appropriate Box if a Member of a Group (See Instructions) |
|
|
(a) |
¨ |
|
|
(b) |
¨ |
|
3. |
SEC
Use Only |
|
4. |
Source
of Funds (See Instructions)
PF |
|
5. |
Check
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
5,845,653(1) |
9. |
Sole
Dispositive Power
0 |
10. |
Shared
Dispositive Power
5,845,653(1) |
|
11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
5,845,653(1) |
|
12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
|
13. |
Percent
of Class Represented by Amount in Row (11)
7.1%(2) |
|
14. |
Type
of Reporting Person (See Instructions)
OO |
|
|
|
|
|
|
(1) Consists of 5,845,653 shares of Class B Common Stock,
and a corresponding number of Class B Common Units that are exchangeable for Class A Common Stock on a share-for-share basis,
subject to adjustment, and a corresponding cancellation of the Class B Common Stock, held by Ephesians Holdings. Ephesians Holdings
is a manager-managed LLC, and Ms. Logan serves as the manager, with the ability to exercise voting and dispositive power with respect
to the securities held by Ephesians Holdings. The MDL Trust and the DML Trust are the sole members of Ephesians Holdings, each owning
half of the total membership interests therein, and Ms. Logan serves as the Investment Adviser of each of the MDL Trust and the
DML Trust. Tiedemann Trust Company acts as Administrative Trustee of each of the MDL Trust and the DML Trust. As a result, Ms. Logan,
Ephesians Holdings and the MDL Trust and the DML Trust (to the extent of their respective membership interests therein) possess shared
voting and dipositive power over the securities held by Ephesians Holdings.
(2) Based upon (a) 30,000,843 shares of Class A Common Stock and (b) 51,908,422 shares of Class B Common Stock that were outstanding as of
August 7, 2024.
CUSIP
No. 77584N101 |
|
1. |
Names
of Reporting Persons
The MDL Family Trust |
|
2. |
Check
the Appropriate Box if a Member of a Group (See Instructions) |
|
|
(a) |
¨ |
|
|
(b) |
¨ |
|
3. |
SEC
Use Only |
|
4. |
Source
of Funds (See Instructions)
N/A |
|
5. |
Check
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
2,922,826.5(1) |
9. |
Sole
Dispositive Power
0 |
10. |
Shared
Dispositive Power
2,922,826.5(1) |
|
11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
2,922,826.5(1) |
|
12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
|
13. |
Percent
of Class Represented by Amount in Row (11)
3.6%(2) |
|
14. |
Type
of Reporting Person (See Instructions)
OO |
|
|
|
|
|
|
(1) Consists of 2,922,826.5 shares of Class B Common
Stock, and a corresponding number of Class B Common Units that are exchangeable for Class A Common Stock on a
share-for-share basis, subject to adjustment, and a corresponding cancellation of the Class B Common Stock, held by Ephesians
Holdings. Ephesians Holdings is a manager-managed LLC, and Ms. Logan serves as the manager, with the ability to exercise voting
and dispositive power with respect to the securities held by Ephesians Holdings. The MDL Trust and the DML Trust are the sole
members of Ephesians Holdings, each owning half of the total membership interests therein, and Ms. Logan serves as the
Investment Adviser of each of the MDL Trust and the DML Trust. Tiedemann Trust Company acts as Administrative Trustee of each of the
MDL Trust and the DML Trust. As a result, Ms. Logan, Ephesians Holdings and the MDL Trust and the DML Trust (to the extent of
their membership interests therein) possess shared voting and dipositive power over the securities held by Ephesians Holdings.
(2) Based upon (a) 30,000,843 shares of Class A Common Stock and (b) 51,908,422 shares of Class B Common Stock that were outstanding as of
August 7, 2024.
CUSIP
No. 77584N101 |
|
1. |
Names
of Reporting Persons
The DML Family Trust |
|
2. |
Check
the Appropriate Box if a Member of a Group (See Instructions) |
|
|
(a) |
¨ |
|
|
(b) |
¨ |
|
3. |
SEC
Use Only |
|
4. |
Source
of Funds (See Instructions)
N/A |
|
5. |
Check
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
2,922,826.5(1) |
9. |
Sole
Dispositive Power
0 |
10. |
Shared
Dispositive Power
2,922,826.5(1) |
|
11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
2,922,826.5(1) |
|
12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
|
13. |
Percent
of Class Represented by Amount in Row (11)
3.6%(2) |
|
14. |
Type
of Reporting Person (See Instructions)
OO |
|
|
|
|
|
|
(1) Consists of 2,922,826.5 shares of Class B Common Stock,
and a corresponding number of Class B Common Units that are exchangeable for Class A Common Stock on a share-for-share basis,
subject to adjustment, and a corresponding cancellation of the Class B Common Stock, held by Ephesians Holdings. Ephesians Holdings
is a manager-managed LLC, and Ms. Logan serves as the manager, with the ability to exercise voting and dispositive power with respect
to the securities held by Ephesians Holdings. The MDL Trust and the DML Trust are the sole members of Ephesians Holdings, each owning
half of the total membership interests therein, and Ms. Logan serves as the Investment Adviser of each of the MDL Trust and the
DML Trust. Tiedemann Trust Company acts as Administrative Trustee of each of the MDL Trust and the DML Trust. As a result, Ms. Logan,
Ephesians Holdings and the MDL Trust and the DML Trust (to the extent of their membership interests therein) possess shared voting and
dipositive power over the securities held by Ephesians Holdings.
(2) Based upon (a) 30,000,843 shares of Class A Common Stock and (b) 51,908,422 shares of Class B Common Stock that were outstanding as of
August 7, 2024.
CUSIP
No. 77584N101 |
|
1. |
Names
of Reporting Persons
Carol D. Herslow Credit Shelter Trust B |
|
2. |
Check
the Appropriate Box if a Member of a Group (See Instructions) |
|
|
(a) |
¨ |
|
|
(b) |
¨ |
|
3. |
SEC
Use Only |
|
4. |
Source
of Funds (See Instructions)
N/A |
|
5. |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
|
6. |
Citizenship
or Place of Organization
New Jersey |
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole
Voting Power
0 |
8. |
Shared
Voting Power
732,578(1) |
9. |
Sole
Dispositive Power
0 |
10. |
Shared
Dispositive Power
732,578(1) |
|
11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
732,578(1) |
|
12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
|
13. |
Percent
of Class Represented by Amount in Row (11)
0.9%(2) |
|
14. |
Type
of Reporting Person (See Instructions)
OO |
|
|
|
|
|
|
(1) Consists of 732,578 shares of Class B Common Stock,
and a corresponding number of Class B Common Units that are exchangeable for Class A Common Stock on a share-for-share basis,
subject to adjustment, and a corresponding cancellation of the Class B Common Stock, held by the Credit Shelter Trust. Ms. Logan
is Co-Trustee of the Credit Shelter Trust, and may be deemed to share voting and dispositive power with respect to the securities held
by the Credit Shelter Trust.
(2) Based upon (a) 30,000,843 shares of Class A Common Stock and (b) 51,908,422 shares of Class B Common Stock that were outstanding as of
August 7, 2024.
Item 1. Security and Issuer
This Amendment No. 2 (“Amendment
No. 2”) amends the Statement on Schedule 13D originally filed with the Securities and Exchange Commission (the
“SEC”) on December 29, 2021 (the “Original Statement”), as amended by the Amendment No. 1
filed with the SEC on May 14, 2024 (the “Amendment No. 1”), which 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” or the “Company”), whose principal executive offices are located at
309 Pierce Street, Somerset, NJ 08873. Information given in response to each item shall be deemed incorporated by reference in all
other items, as applicable. The Amendment No. 1 and Original Statement are herein referred to collectively as the
“Original Statement.”
Except as otherwise described herein, the information contained in
the Original Statement remains in effect. Capitalized terms used but not defined in this Amendment No. 2 shall have the respective
meanings set forth with respect thereto in the Original Statement.
Item 2. Identity and Background
No changes.
Item 3. Source and Amount of Funds or Other Consideration
No changes.
Item 4. Purpose of Transaction
No changes, except as set forth below.
Stock
Purchase Agreement. On August 7, 2024, Michele D. Logan, Ephesians Holdings, and Credit Shelter Trust (the “Sellers”)
entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Tungsten 2024 LLC (“Tungsten”),
pursuant to which each Seller has agreed to (i) exchange all of their Class B Common Units for shares of Class A Common
Stock (with all of their shares of Class B Common Stock being automatically cancelled for no consideration upon such exchange by
operation of the Issuer’s certificate of incorporation) (the “Exchange”), and (ii) sell to Tungsten an
aggregate of 16,596,214 shares of Class A Common Stock to be owned by the Sellers immediately following the Exchange for a purchase
price of $7.55 per share of Class A Common Stock.
Closing of the transactions contemplated by the Purchase Agreement
(the “Closing”), including the Exchange and subsequent sale of the related shares of Class A Common Stock to
Tungsten, is subject to the satisfaction or waiver of certain conditions, which include, among others: (i) the absence of laws,
orders or judgments making illegal, prohibiting or otherwise preventing the consummation of such transactions; (ii) the expiration
or termination of the applicable waiting period (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended; (iii) the operation of the Issuer in the ordinary course of business in all material respects between the date
of the Purchase Agreement and the Closing; (iv) the acquisition of a majority of the outstanding Class A Common Stock of the
Issuer by Tungsten pursuant to the Purchase Agreement and certain other stock purchase agreements entered into by Tungsten with holders
of the Class B Common Units (collectively, the “Share Acquisition”) and no Class B Common Units outstanding
as of the Closing; (v) the size of the Issuer’s Board of Directors being increased to eleven, including six directors to be
designated by Tungsten, in accordance with that certain letter agreement, dated as of August 7, 2024, entered into between the Issuer
and Tungsten in order to establish the terms of and ensure an orderly transition of governance of the Issuer; and (vi) the accuracy
of certain representations and warranties, subject to certain customary materiality standards set forth in the Purchase Agreement, and compliance
in all material respects with the other party’s obligations under the Purchase Agreement.
Prior to the Closing, the Sellers have agreed to not sell or otherwise
transfer any of their Class B Common Units, or shares of their Class B Common Stock or Class A Common Stock acquired upon
the Exchange, subject to certain limited exceptions.
The Purchase Agreement contains customary representations, warranties
and covenants of the Sellers, on the one hand, and Tungsten, on the other hand. The Purchase Agreement also provides for certain termination
rights, including the right of each party to terminate the Purchase Agreement if the Closing has not occurred before November 5,
2024.
Amendment to Tax Receivable Agreement
Concurrently with entering into the Purchase Agreement, the Reporting
Persons, the Issuer, and CompoSecure Holdings entered into Amendment No. 1 to Tax Receivable Agreement (the “TRA Amendment”),
pursuant to which, among other things, the TRA Parties (as defined therein) have agreed to forego the acceleration of certain payments
that may have otherwise been payable to the TRA Parties by the Issuer as a result of the Share Acquisition. The TRA Amendment also provides
for an increase in the discount rate applicable to any future early termination payments pursuant to the Tax Receivable Agreement, resulting
in a decrease in the amount of any such potential payments that the TRA Parties would otherwise be entitled to receive. The TRA Amendment
is contingent upon the Closing and will become effective subject to, and effective upon, the Closing.
Termination of Stockholders Agreement
Subject to and effective upon the Closing, the Stockholders Agreement
by and among the Issuer, Ephesians Holdings, Michele D. Logan, and certain other stockholders of the Issuer named therein, will terminate.
Pursuant to the terms of the Stockholders Agreement, Michele D. Logan is entitled to designate one member (the “Logan Designee”)
of the Issuer’s Board of Directors. Michele D. Logan is the current Logan Designee. In connection with the transactions contemplated
by the Purchase Agreement, Ms. Logan submitted her resignation as a member of the Issuer’s Board of Directors, which is contingent
upon the Closing and will be effective immediately prior thereto.
The foregoing descriptions of the Purchase Agreement
and the TRA Amendment are not complete, and are qualified in their entirety by the full text of the Purchase Agreement and the TRA Amendment
which are attached hereto as Exhibit 9 and 10, respectively, and the terms of which are incorporated herein by reference.
Item 5. Interest in Securities of the Issuer
No changes, except as set forth below.
(a) – (b).
Reporting Persons | |
Shares
Held Directly | | |
Sole
Voting Power | | |
Shared Voting Power | | |
Sole Dispositive Power | | |
Shared Dispositive Power | | |
Beneficial Ownership | | |
Percentage of Class
(2) | |
Michele D. Logan(1) | |
| 12,061,303 | | |
| 12,061,303 | | |
| 6,578,231 | | |
| 12,061,303 | | |
| 6,578,231 | | |
| 18,639,534 | | |
| 22.8 | % |
Ephesians Holdings | |
| 5,845,653 | | |
| 0 | | |
| 5,845,653 | | |
| 0 | | |
| 5,845,653 | | |
| 5,845,653 | | |
| 7.1 | % |
The MDL Trust | |
| 0 | | |
| 0 | | |
| 2,922,826.5 | | |
| 0 | | |
| 2,922,826.5 | | |
| 2,922,826.5 | | |
| 3.6 | % |
The DML Trust | |
| 0 | | |
| 0 | | |
| 2,922,826.5 | | |
| 0 | | |
| 2,922,826.5 | | |
| 2,922,826.5 | | |
| 3.6 | % |
The Credit Shelter Trust | |
| 732,578 | | |
| 0 | | |
| 732,578 | | |
| 0 | | |
| 732,578 | | |
| 732,578 | | |
| 0.9 | % |
(1) Consists of (i) 20,829 shares of Class A Common Stock
and 22,492 RSUs, which will vest in full upon the Closing and may be settled into Class A Common Stock upon vesting; (ii) 12,017,983
shares of Class B Common Stock, and a corresponding number of Class B Common Units that are convertible into Class A Common Stock on
a share-for-share basis, subject to adjustment, and a corresponding cancellation of the Class B Common Stock, held by Ms. Logan; (iii)
732,578 shares of Class B Common Stock, and a corresponding number of Class B Common Units that are convertible into Class A Common Stock
on a share-for-share basis, subject to adjustment, and a corresponding cancellation of the Class B Common Stock, held by the Credit Shelter
Trust; and (iv) 5,845,653 shares of Class B Common Stock, and a corresponding number of Class B Common Units that are convertible into
Class A Common Stock on a share-for-share basis, subject to adjustment, and a corresponding cancellation of the Class B Common Stock,
held by Ephesians Holdings.
(2) Based upon (a) 30,000,843 shares of Class A Common Stock
and (b) 51,908,422 shares of Class B Common Stock that were outstanding as of August 7, 2024.
(c) There have been no
reportable transactions with respect to the Common Stock of the Issuer within the last 60 days by the Reporting Persons, except as described
in this Schedule 13D.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
No changes, except as set forth below.
The information set forth in Item 4 is incorporated by reference in
its entirety into this Item 6.
Item 7. Material to be Filed as Exhibits
Exhibit 9 |
Stock Purchase Agreement,
dated August 7, 2024, by and among Ephesians 3:16 Holdings LLC, Michele D. Logan, Carold D. Herslow Credit Shelter Trust B,
and Tungsten 2024 LLC.* |
Exhibit 10 |
Amendment No. 1 to Tax Receivable Agreement, dated August 7, 2024, by and among CompoSecure, Inc., CompoSecure Holdings,
L.L.C., Ephesians 3:16 Holdings LLC, Michele D. Logan, Carold D. Herslow Credit Shelter Trust B, and the other parties named therein and
incorporated by reference to Exhibit 10.2 to the Issuer’s Current Report on Form 8-K filed with the SEC on August 9,
2024. |
* Schedules have been omitted. The Reporting Persons hereby undertake
to furnish supplemental copies of any of the omitted schedules upon request by the SEC; provided, however, that the Reporting Persons
may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934 for any schedules so furnished.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: August 9, 2024
MICHELE D. LOGAN |
|
|
|
/s/ Michele
D. Logan |
|
Michele D. Logan |
|
|
|
EPHESIANS 3:16 HOLDINGS LLC |
|
|
|
/s/ Michele
D. Logan |
|
Name: Michele D. Logan |
|
Title: Manager |
|
THE MDL FAMILY TRUST |
|
By: Tiedemann Trust Company |
|
|
|
/s/ Brittany Cook |
|
Name: Brittany Cook |
|
Title: Managing Director |
|
THE DML FAMILY TRUST |
|
By: Tiedemann Trust Company |
|
|
|
/s/ Brittany Cook |
|
Name: Brittany Cook |
|
Title: Managing Director |
|
THE CAROL D. HERSLOW CREDIT SHELTER TRUST B |
|
By: Michele D. Logan |
|
|
|
/s/ Michele D. Logan |
|
Name: Michele D. Logan |
|
Title: Co-Trustee |
|
EXHIBIT 9
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: tom@resoluteholdings.com
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: michele.logan@gmail.com
Ephesians 3:16 Holdings LLC
c/o Michele Logan
c/o Tiedemann Trust Company
200 Bellevue Parkway, Suite 525
Wilmington, DE 19809
Email: michele.logan@gmail.com
Carol D. Herslow Credit Shelter Trust
B
c/o John H. Herslow, Co-Trustee
3475 Funks Mill Road
Springtown, PA 18081
Email: john.herslow@gmail.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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By: |
/s/
John Cote |
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Name: John Cote |
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Title: Manager |
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[SELLER] |
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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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By: |
/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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