EX-10.2




 Exhibit 10.2 

ALTIMAR SPONSOR II, LLC 
 c/o HPS
Investment Partners, LLC 
 40 West 57th Street, 33rd Floor 

New York, NY 10019 

November 16, 2021 
 Altimar Acquisition Corp.
II 
 c/o HPS Investment Partners, LLC 
 40 West 57th Street,
33rd Floor 
 New York, NY 10019 
 Fathom Holdco, LLC 

CORE Fund I Blocker-5 LLC 

CORE Fund I Blocker-2 LLC 

c/o CORE Industrial Partners, LLC 
 150 N. Riverside Plaza, Suite
#2050 
 Chicago, Illinois 60606 
 SG (MCT) Blocker, LLC 

c/o Siguler Guff & Company, LP 
 200 Park Avenue, 23rd
Floor 
 New York, NY 10166 
 Attention:
SBOFDeals@sigulerguff.com 
  

	Re:	 Amendment to Forfeiture and Support Agreement 



Ladies and Gentlemen: 
 Reference is made to
that certain Forfeiture and Support Agreement, dated as of July 15, 2021 (as the same may be amended, restated or amended and restated from time to time in accordance with its terms, the “Forfeiture and Support Agreement”), by
and among Altimar Acquisition Corp. II, a Cayman Islands exempted company (the “Buyer”), Altimar Sponsor II, LLC, a Delaware limited liability company (the “Sponsor”), the individuals identified on the signature
pages thereto (each, an “Individual Class B Holder”), CORE Industrial Partners, LLC, a Delaware Limited Liability Company (“CORE”), Fathom Holdco, LLC, a Delaware limited liability company
(“Fathom”), CORE Fund I Blocker-5 LLC, a Delaware limited liability company (“Fathom Blocker 1”), CORE Fund I Blocker-2, LLC, a
Delaware limited liability company (“Fathom Blocker 2”), and SG (MCT) Blocker, LLC, a Delaware limited liability company (“Fathom Blocker 3” and together with Fathom Blocker 1 and Fathom Blocker 2, the
“Fathom Blockers”). Unless otherwise expressly provided herein, capitalized terms shall have the respective meanings assigned to them in the Forfeiture and Support Agreement. 

RECITALS 
 WHEREAS,
Buyer, Sponsor and the Individual Class B Holders have entered into the Forfeiture and Support Agreement; 











 WHEREAS, pursuant to Section 13 of the Forfeiture and Support Agreement, such agreement
may only be changed, amended or modified by a written instrument executed by all parties thereto (including each addressee thereof); and 

WHEREAS, Buyer, Sponsor, the Individual Class B Holders, CORE, Fathom and the Fathom Blockers desire to amend certain provisions of the
Forfeiture and Support Agreement as set forth herein. 
 NOW, THEREFORE, in consideration of the premises and mutual agreements hereinafter
set out and of other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereby agree as follows: 

1.    Amendments to the Forfeiture and Support Agreement. Effective as of the date hereof: 

a.    Amendment to Section 2. Section 2 of the Forfeiture and Support Agreement is hereby
amended and replaced in its entirety with the following: 
 “Effective upon and subject to the Closing, (a) Sponsor and each
Individual Class B Holder shall irrevocably automatically forfeit and surrender, for no additional consideration and without any further action on the part of any other Person, its respective allocable portion of the Forfeited Shares (as
defined below), which would otherwise be held by the Sponsor or such Individual Class B Holders as a result of the automatic conversion of shares of Altimar Class C Common Stock after giving effect to the Anti-dilution Waiver (the
“Forfeiture”), the Domestication and the Closing and (b) Buyer acknowledges and agrees to, immediately following the Forfeiture, issue 1,293,750 additional newly issued shares of Altimar Class A Common Stock which shall be
allocated in accordance with the terms and conditions of the Business Combination Agreement and the Allocation Statement.” 

b.    Amendment to Section 11. Clause (a) of Section 11 of the Forfeiture and Support
Agreement is hereby amended to replace “$15.00 per share” with “$12.50 per share”. 

c.    Amendment to Section 12(d). Section 12(d) of the Forfeiture and Support Agreement is
hereby amended and replaced in its entirety with the following: 
 ““Forfeited Shares” means 2,587,500 aggregate shares
of Altimar Class A Common Stock allocated among Sponsor and the Individual Class B Holders as set forth in Schedule B. “Forfeited” shall have a correlative meaning to “Forfeiture” for purposes of this
Agreement.” 

  
 2 












 d.    Additional Schedules. Schedule A and Schedule
B to this Letter Agreement are hereby added, respectively, as Schedule A and Schedule B to the Forfeiture and Support Agreement. 

2.    Miscellaneous. The terms, conditions and provisions of the Forfeiture and Support Agreement, as amended by
this Letter Agreement, remain in full force and effect. The execution, delivery and effectiveness of this Letter Agreement shall not operate as a waiver of any right, power or remedy of any party under the Forfeiture and Support Agreement, nor
constitute a waiver or amendment of any provision of the Forfeiture and Support Agreement. This Letter Agreement shall be governed by, and otherwise construed in accordance with, the terms of the Forfeiture and Support Agreement, as though the other
provisions of this Letter Agreement were set forth in the Forfeiture and Support Agreement. This Letter Agreement may be executed in counterparts (including by means of facsimile or scanned and emailed signature pages), any one of which need not
contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same agreement. 

[Signature Pages Follow] 

  
 3 












 
			
	ALTIMAR SPONSOR II, LLC
		
	By:	 	 /s/ Tom Wasserman

		 	Name: Tom Wasserman
		 	Title:   Chief Executive Officer













 
			
	INDIVIDUAL CLASS B HOLDERS
		
	By:	 	 /s/ Kevin Beebe

		 	Name: Kevin Beebe













 
			
	INDIVIDUAL CLASS B HOLDERS
		
	By:	 	 /s/ Payne Brown

		 	Name: Payne Brown













 
			
	 INDIVIDUAL CLASS B HOLDERS

		
	By:	 	 /s/ Rick Jelinek

		 	Name: Rick Jelinek













 
			
	 INDIVIDUAL CLASS B HOLDERS

		
	By:	 	 /s/ Roma Khanna

		 	Name: Roma Khanna













 
			
	 INDIVIDUAL CLASS B HOLDERS

		
	By:	 	 /s/ Michael Rubenstein

		 	Name: Michael Rubenstein













 
			
	 INDIVIDUAL CLASS B HOLDERS

		
	By:	 	 /s/ Vijay Sondhi

		 	Name: Vijay Sondhi













 
			
	 INDIVIDUAL CLASS B HOLDERS

		
	By:	 	 /s/ Michael Vorhaus

		 	Name: Michael Vorhaus













 Agreed and accepted as of the date set forth above: 

ALTIMAR ACQUISITION CORP. II 
  

					
	By:	 	 /s/ Tom Wasserman

		 	Name:	 	 Tom Wasserman

		 	Title:	 	Chief Executive Officer












 FATHOM HOLDCO, LLC 
  

					
	By:	 	 /s/ John May

		 	Name:	 	John May
		 	Title:	 	President

 CORE INDUSTRIAL PARTNERS, LLC 

 

					
	By:	 	 /s/ John May

		 	Name:	 	John May
		 	Title:	 	President

 CORE FUND I BLOCKER-5 LLC 

 

					
	By:	 	 /s/ John May

		 	Name:	 	John May
		 	Title:	 	Managing Partner

 CORE FUND I BLOCKER-2, LLC 

 

					
	By:	 	 /s/ John May

		 	Name:	 	John May
		 	Title:	 	Managing Partner

 [Signature Page to Sponsor Agreement] 











 SG (MCT) BLOCKER, LLC 
  

					
	By:	 	 /s/ Joshua Posner

		 	Name:	 	 Joshua Posner

		 	Title:	 	Authorized Signatory

 [Signature Page to Sponsor Agreement] 











 SCHEDULE A 

INDIVIDUAL CLASS B HOLDER OWNERSHIP 
  

					
	 Holder
	  	Cayman Class B Shares Owned	 
	 Kevin Beebe
	  	 	25,000	 
		
	 Payne Brown
	  	 	25,000	 
		
	 Rick Jelinek
	  	 	25,000	 
		
	 Roma Khanna
	  	 	25,000	 
		
	 Michael Rubenstein
	  	 	25,000	 
		
	 Vijay Sondhi
	  	 	25,000	 
		
	 Michael Vorhaus
	  	 	25,000	 












 SCHEDULE B 

FORFEITED SHARES 
  

					
	 Holder
	  	Cayman Class B Shares Forfeited	 
	 ALTIMAR SPONSOR II, LLC
	  	 	2,535,000	 
		
	 Kevin Beebe
	  	 	7,500	 
		
	 Payne Brown
	  	 	7,500	 
		
	 Rick Jelinek
	  	 	7,500	 
		
	 Roma Khanna
	  	 	7,500	 
		
	 Michael Rubenstein
	  	 	7,500	 
		
	 Vijay Sondhi
	  	 	7,500	 
		
	 Michael Vorhaus
	  	 	7,500