CompoSecure, L.L.C. entered into a letter of intent to acquire Roman DBDR Tech Acquisition Corp. (NasdaqCM:DBDR) from Roman DBDR Tech Sponsor LLC and others in a reverse merger transaction for approximately $850 million on January 5, 2021. CompoSecure, L.L.C. entered into a definitive merger agreement to acquire Roman DBDR Tech Acquisition Corp. from Roman DBDR Tech Sponsor and others in a reverse merger transaction on April 19, 2021. The consideration to be paid by Roman DBDR in the business combination consists of a cash amount and equity consideration valued at $10.00 per share in respect of the remaining portion of CompoSecure's enterprise value after deducting the cash consideration, and payable in the form of newly-issued Class B Common Units of CompoSecure (and a corresponding number of shares of newly-issued Roman DBDR's Class B Common Stock); and CompoSecure's equity holders' right to receive an aggregate of up to 7.5 million additional newly issued shares of Roman DBDR's Class A Common Stock or newly-issued Class B Common Units of CompoSecure (and a corresponding number of shares of newly-issued Roman DBDR's Class B Common Stock), as applicable, in earn-out consideration based on the achievement of certain stock price thresholds, if payable. CompoSecure's current equity holders will own approximately 60% of the pro forma company immediately after closing, assuming no redemptions. Upon closing of the transaction, the combined company will operate as CompoSecure, Inc. and plans to trade on the Nasdaq stock market. On May 25, 2021, Roman DBDR Tech and CompoSecure entered into Amendment agreement, which provides solely for a revised form of CompoSecure Holdings, L.L.C. Second Amended and Restated Limited Liability Company Agreement.

The combined company will be led by Jonathan Wilk as Chief Executive Officer and Director. The Board of Directors will include Mitchell Hollin as Director and Chairman of the Board; and Michele Logan and Donald Basile as Directors. Timothy Fitzsimmons will serve as Chief Financial Officer; Gregoire Maes will serve as Chief Operating Officer; Adam Lowe will serve as Chief Innovation Officer; Stephen Luft will serve as Vice President, Global Head of Sales; Lewis Rubovitz will serve as Vice President, Head of Strategy & Business Development; and Dori Skelding will serve as Vice President, Marketing & Pre-Production Services. The combined company will be located at Somerset, New Jersey. Upon consummation of the Business Combination, the Roman DBDR Board anticipates increasing its size from six directors to up to seven directors, with each Class I director having a term that expires at the Combined Entity's annual meeting of stockholders in 2022, each Class II director having a term that expires at the Combined Entity's annual meeting of stockholders in 2023 and each Class III director having a term that expires at the Combined Entity's annual meeting of stockholders in 2024. Assuming the Business Combination Proposal is approved, Roman DBDR's stockholders are also being asked to elect directors to serve staggered terms on the Combined Entity's board of directors until the 2022, 2023 and 2024 annual meeting of stockholders, respectively, and until their respective successors are duly elected and qualified.

The transaction is subject to approval by Roman DBDR stockholders, approval by CompoSecure's equity holders, the shares of Class A Company Common Stock will have been approved for listing on Nasdaq, subject to official notice of issuance, the PIPE Investments will have been consummated immediately prior to the merger, Roman DBDR having at least $5,000,001 of net tangible assets remaining, the Remaining Trust Cash plus the amount of the PIPE Investments, minus $50 million of transaction expenses shall not be less than $210 million, each Ancillary Agreement will been executed and delivered, the net indebtedness of CompoSecure (generally, indebtedness minus cash) will be no greater than $250 million, the amount of cash on hand at CompoSecure shall not be less than $5 million, the absence of a Company material adverse effect or a Material Adverse Effect with respect to CompoSecure, the early termination or expiration of the waiting period under the HSR Act, and other customary closing conditions. The Boards of Directors of both CompoSecure and Roman DBDR have unanimously approved the transaction. The Roman DBDR Board unanimously recommends that Roman DBDR stockholders vote for approval of each of the proposals. The Special Meeting of the stockholders of Roman DBDR Tech will be held on December 23, 2021. As of December 23, 2021, Roman DBDR Tech Acquisition Corp. Stockholders approved business combination with CompoSecure. The transaction is expected to close in the third quarter of 2021. As of October 13, 2021, the transaction is expected to close in the second half of 2021. As of December 14, 2021, closing is expected during the week of December 27, 2021. As of December 23, 2021, the transaction Expected to Close on December 27, 2021

Financial Technology Partners and FTP Securities acted as strategic and financial advisors to CompoSecure. J.P. Morgan Securities LLC and The Klein Group, LLC acted as financial advisors to Roman DBDR. Anthony J. McCusker; Dan Espinoza, Janet Andolina, Alexander Apostolopoulos, Michael Whalen, Jocelyn M. Arel and Gregg L. Katz of Goodwin Procter LLP acted as legal advisors to Roman DBDR. Kevin S. Shmelzer, Howard Kenny and Barbara J. Shander of Morgan, Lewis & Bockius LLP acted as legal advisors to CompoSecure. J.P. Morgan Securities LLC, Barclays and B. Riley Securities acted as placement agents with respect to the private placement. B. Riley Securities acted as capital markets advisor to Roman DBDR. Simpson Thacher acted as legal advisor to the placement agents. Francis Wolf and Celeste Gonzalez of Continental Stock Transfer & Trust Company acted as registrar and transfer agents, and Morrow Sodali LLC acted as proxy solicitor to Roman DBDR for a fee of $32,500, plus disbursements. Roman DBDR will pay J.P. Morgan and The Klein Group llc, a fee of $5 million each.

CompoSecure, L.L.C. completed the acquisition of Roman DBDR Tech Acquisition Corp. (NasdaqCM:DBDR) from Roman DBDR Tech Sponsor LLC and others in a reverse merger transaction on December 27, 2021. The combined company is now called CompoSecure, Inc. and will begin trading on the Nasdaq Global Market beginning December 28, 2021, under the ticker symbol “CMPO” for its Class A common stock and “CMPOW” for its publicly traded warrants.