Amendment No. 1 to the Amended and Restated Tax Receivable Agreement
Exhibit 10.2
Amendment No. 1 to the Amended and Restated Tax Receivable Agreement
This Amendment No. 1 (this “Amendment”), dated and effective as of February 16, 2024, amends that certain Amended and Restated Tax Receivable Agreement, dated as of April 4, 2023 (the “TRA”), by and among Fathom Digital Manufacturing Corporation, a Delaware corporation (the “Corporation”) and the Majority TRA Parties (as defined therein). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the TRA.
RECITALS
WHEREAS, the Corporation and the Majority TRA Parties entered into the TRA as of April 4, 2023;
WHEREAS, concurrently herewith, the Corporation has entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among, Fathom Digital Manufacturing Intermediate, LLC, a Delaware limited liability company, Fathom Digital Manufacturing Merger Sub, Inc., a Delaware corporation, Fathom Digital Manufacturing Merger Sub 2, LLC, a Delaware limited liability company, Fathom Holdco, LLC, a Delaware limited liability company and the Corporation;
WHEREAS, (a) pursuant to Section 7.6(b) of the TRA, the TRA may be amended or modified by a written instrument signed by each of the Corporation and the TRA Parties who would be entitled to receive more than fifty percent (50%) of the aggregate amount of the Early Termination Payments payable to all TRA Parties if the Corporation had exercised its right of Early Termination on the date of the most recent Exchange prior to such amendment (excluding all payments made to any TRA Party pursuant to the TRA since the date of such most recent Exchange) (collectively, the “Requisite Parties”) and (b) the Corporation, the entities identified as the “CORE Parties” on the signature pages hereto and the entities identified as the “Siguler- Guff Parties” on the signature pages hereto, together with any persons and entities that execute joinders hereto, are the Requisite Parties; and
WHEREAS, the Requisite Parties wish to amend and modify the TRA as set forth herein. NOW, THEREFORE, the TRA is hereby amended as follows:
Manufacturing Intermediate, LLC, a Delaware limited liability company, Company Merger Sub, Fathom Digital Manufacturing Merger Sub 2, LLC, a Delaware limited liability company, the Company and the Corporation (as may be amended from time to time pursuant to its terms, the “Merger Agreement”). Notwithstanding anything in this Agreement to the contrary, neither the execution of the Merger Agreement nor the consummation of the Company Merger shall constitute a Change of Control and no payment (including any Tax Benefit Payment under Section 3.1 or any Early Termination Payment under Section 4.1 and Section 4.3) to or from any party hereto shall be made as a result thereof.”
[Signature Page Follows]
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IN WITNESS WHEREOF, the undersigned has executed and delivered this Amendment as of the date set forth above.
THE CORPORATION:
FATHOM DIGITAL MANUFACTURING CORPORATION
By: /s/ ▇▇▇▇▇ ▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇
Title: CEO
CORE PARTIES:
CORE INDUSTRIAL PARTNERS FUND I, L.P. By: CORE INDUSTRIAL PARTNERS GP I, LLC
Its: General Partner
By: /s/ ▇▇▇▇ ▇▇▇
Name: ▇▇▇▇ ▇▇▇
Title: Managing Partner
CORE INDUSTRIAL PARTNERS FUND I PARALLEL, L.P.
By: CORE INDUSTRIAL PARTNERS GP I, LLC
Its: General Partner
By:
/s/ ▇▇▇▇ ▇▇▇
Name: ▇▇▇▇ ▇▇▇
Title: Managing Partner
SIGULER-GUFF PARTIES:
SIGULER GUFF SMALL BUYOUT OPPORTUNITIES FUND (T), LP
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Authorized Signatory
SIGULER GUFF SMALL BUYOUT OPPORTUNITIES FUND III, LP
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Authorized Signatory
SIGULER GUFF SMALL BUYOUT OPPORTUNITIES FUND III (F), LP
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Authorized Signatory
SIGULER GUFF SMALL BUYOUT OPPORTUNITIES FUND III (C), LP
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Authorized Signatory
SIGULER GUFF SMALL BUYOUT OPPORTUNITIES III (UK), LP
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Authorized Signatory
SIGULER GUFF HP OPPORTUNITIES FUND II, LP
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Authorized Signatory
SIGULER GUFF AMERICAS OPPORTUNITIES FUND, LP
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Authorized Signatory