Exhibit 10.3


 


Confidential


 


SUBSCRIPTION
AGREEMENT



 


Roman DBDR Tech Acquisition Corp.


2877 Paradise Road. #702

Las Vegas, NV 89109


 


Ladies and Gentlemen:


 


This
Subscription Agreement (this “Subscription Agreement”) is being entered into in connection with the proposed business
combination (the “Transaction”) between Roman DBDR Tech Acquisition Corp., a Delaware corporation (“Roman”),
and CompoSecure Holdings, L.L.C., a Delaware limited liability company (“Company”), pursuant to an Agreement and Plan
of Merger (as amended, modified, supplemented or waived from time to time in accordance with its terms, and including the exhibits thereto,
the “Transaction Agreement”) to be entered into among Roman, Company, Roman Parent Merger Sub, LLC (“Merger
Sub”) and the other parties thereto, pursuant to which, among other things, Merger Sub will merge with and into Company, with
Company as the surviving company in the merger, on the terms and subject to the conditions therein (such merger, the “Transaction”).
In connection with the Transaction, Roman is seeking commitments from interested investors to purchase shares of Roman’s Class A
common stock, par value $0.0001 per share (the “Shares”), in a private placement for a purchase price of $10.00 per
share (the “Per Share Purchase Price”). The aggregate purchase price to be paid by the undersigned (the “Investor”)
for the subscribed Shares (as set forth on the signature page hereto) is referred to herein as the “Subscription Amount.”
On or about the date of this Subscription Agreement, Roman is entering into (i) subscription agreements (the “Other Subscription
Agreements” and together with this Subscription Agreement, the “Subscription Agreements”) with certain other
investors (the “Other Investors” and together with the Investor, the “Investors”), severally and
not jointly, pursuant to which the Investors, severally and not jointly, have agreed to purchase on the closing date of the Transaction,
inclusive of the Shares subscribed for by the Investor, an aggregate amount of up to 4.5 million Shares, at a price per share equal to
the Per Share Purchase Price, and (ii) subscription agreements (the “Note Subscription Agreements”) with certain
other investors pursuant to which such investors, severally and not jointly, have agreed to purchase on the closing date of the Transaction,
senior notes issued by the Company and guaranteed by, among others, CompoSecure, L.L.C., in an aggregate principal amount of $130.0 million
that are exchangeable into Shares at a conversion price of $11.50 per Share (the “Exchangeable Senior Notes”).


 


In connection therewith,
and in consideration of the foregoing and the mutual representations, warranties and covenants, and subject to the conditions, set forth
herein, and intending to be legally bound hereby, the Investor and Roman acknowledge and agree as follows:


 


1.            Subscription.
The Investor hereby subscribes for and agrees to purchase from Roman, and Roman agrees to issue and sell to Investor, the number of Shares
set forth on the signature page of this Subscription Agreement on the terms and subject to the conditions provided for herein.


 


2.            Closing.
The closing of the sale of the Shares contemplated hereby (the “Closing”) is contingent upon the substantially concurrent
consummation of the Transaction. The Closing shall occur on the date of, and substantially concurrently with and conditioned upon the
effectiveness of the Merger (as defined in the Transaction Agreement). Upon (a) satisfaction or waiver of the conditions set forth
in this Section 2 and Section 3 below and (b) receipt of an executed Form W-9 and written notice from (or on behalf
of) Roman to the Investor (the “Closing Notice”) that Roman reasonably expects all conditions to the closing of the
Transaction to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Closing
Notice is received by the Investor, the Investor shall deliver to Roman, one (1) business day prior to the closing date specified
in the Closing Notice (the “Closing Date”), the Subscription Amount by wire transfer of United States dollars in immediately
available funds to the account(s) specified by Roman in the Closing Notice. On the Closing Date, Roman shall issue the number of
Shares to the Investor set forth on the signature page to this Subscription Agreement and subsequently cause such Shares to be registered
in book entry form in the name of the Investor on Roman’s share register; provided, however, that Roman’s obligation
to issue the Shares to the Investor is contingent upon Roman having received the Subscription Amount in full accordance with this Section 2.
Notwithstanding the foregoing two sentences, for any Investor that informs the Company (1) that it is an investment company registered
under the Investment Company Act of 1940, as amended, (2) that it is advised by an investment adviser subject to regulation under
the Investment Advisers Act of 1940, as amended, or (3) that its internal compliance policies and procedures so require it, then,
in lieu of the settlement procedures in the foregoing two sentences, the following shall apply: such Investor shall deliver on the Closing
Date the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified
by the Company in the Closing Notice against delivery of the number of Shares to the Investor set forth on the signature page to
this Subscription Agreement in book entry form, free and clear of any liens or other restrictions (other than those arising under applicable
securities laws), in the name of the Investor (or its nominee in accordance with its delivery instructions) and provide evidence from
Roman’s transfer agent of the issuance of such Shares on and as of the Closing Date (it being understood that such evidence must
be received prior to the Investor funding the Subscription Amount). In the event that the Closing Date does not occur within one (1) business
day after the anticipated Closing Date specified in the Closing Notice, Roman shall promptly (but not later than two (2) business
days after the anticipated Closing Date specified in the Closing Notice) return the funds delivered by the Investor for payment of the
Subscription Amount by wire transfer in immediately available funds to the account specified by the Investor. For purposes of this Subscription
Agreement, “business day” shall mean any day, other than a Saturday or Sunday, on which commercial banks in New York, New
York are open for the general transaction of business.


 






     


     


    

 


3.            Closing
Conditions.


 


a.             The
obligation of the parties hereto to consummate the purchase and sale of the Shares pursuant to this Subscription Agreement is subject
to the following conditions:


 


(i)            no
applicable governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or
regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions
contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no such
governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition;
and


 


(ii)           all
conditions precedent to the closing of the Transaction under the Transaction Agreement shall have been satisfied (as determined by the
parties to the Transaction Agreement and other than those conditions under the Transaction Agreement which, by their nature, are to be
satisfied at the closing of the Transaction, including to the extent that any such condition is dependent upon the consummation of the
purchase and sale of the Shares pursuant to this Subscription Agreement) or waived, and the closing of the Transaction shall be scheduled
to occur substantially concurrently with the Closing.


 


b.            In
addition to the conditions set forth in Section 2 and Section 3(a), the obligation of Roman to consummate the issuance and
sale of the Shares pursuant to this Subscription Agreement shall be subject to the conditions that (i) all representations and warranties
of the Investor contained in this Subscription Agreement are true and correct in all material respects (other than representations and
warranties that are qualified as to materiality, which representations and warranties shall be true in all respects) at and as of the
Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case, as
of such earlier date), and consummation of the Closing shall constitute a reaffirmation by the Investor of each of the representations,
warranties, covenants, and agreements of the Investor contained in this Subscription Agreement as of the Closing Date (except those that
speak as of an earlier date), and (ii) the Investor shall have performed, satisfied and complied in all material respects with all
covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by it at or
prior to Closing.


 






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c.             In
addition to the conditions set forth in Section 2 and Section 3(a), the obligation of the Investor to consummate the purchase
of the Shares pursuant to this Subscription Agreement shall be subject to the following conditions:


 


(i)            all
representations and warranties of Roman contained in this Subscription Agreement shall be true and correct in all material respects (other
than (A) representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined herein), which
representations and warranties shall be true in all respects, and (B) the representations and warranties set forth in Section 5(j),
which shall be true and correct in all respects) at and as of the Closing Date (except to the extent that any such representation and
warranty expressly speaks as of an earlier date, in which case, as of such earlier date), and consummation of the Closing shall constitute
a reaffirmation by Roman of each of the representations and warranties of Roman contained in this Subscription Agreement as of the Closing
Date (except those that speak as of an earlier date);


 


(ii)           Roman
shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this
Subscription Agreement to be performed, satisfied or complied with by it at or prior to Closing;


 


(iii)          except
to the extent consented in writing by the Investor, (A) the Transaction Agreement (as the same exists on the date of this Subscription
Agreement) shall not have been amended or modified, and no waiver shall have occurred thereunder, that would reasonably be expected to
materially adversely affect the economic benefits that the Investor would reasonably expect to receive under this Subscription Agreement,
and (B) the closing of an offering of not less than $130 million aggregate principal amount of Exchangeable Senior Notes substantially
on the terms of the Note Subscription Agreements shall be scheduled to occur substantially concurrently with the Closing; and


 


(iv)          no
suspension of the qualification of the Roman Shares for offering or sale in any jurisdiction shall have occurred, and the Roman Shares
acquired hereunder shall have been approved for listing on the Nasdaq (as defined below), subject to official notice of issuance; and
there shall have been no amendment, waiver or modification to any Other Subscription Agreements that materially benefits any Other Investor
thereunder unless the Investor has been offered the same benefits.


 


4.            Further
Assurances. At the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions
as the parties reasonably deem to be practical and necessary in order to consummate the subscription as contemplated by this Subscription
Agreement.


 


5.            Roman
Representations and Warranties. Roman represents and warrants to the Investor that:


 


a.             Roman
has been duly incorporated, is validly existing and is in good standing under the laws of the State of Delaware, with corporate power
and authority to own, lease and operate its properties and conduct its business as presently conducted and to enter into, deliver and
perform its obligations under this Subscription Agreement.


 


b.             As
of the Closing Date, the Shares offered hereby will be duly authorized and, when issued and delivered to the Investor against full payment
therefor in accordance with the terms of this Subscription Agreement, the Shares will be validly issued, fully paid and non-assessable,
free and clear of all liens or other restrictions (other than those arising under applicable securities laws) and will not have been
issued in violation of or subject to any preemptive or similar rights created under Roman’s certificate of incorporation or bylaws
(as amended to the Closing Date) or under the General Corporation Law of the State of Delaware or any similar rights pursuant to any
agreement or other instrument to which it is a party or by which it is otherwise bound.


 


c.             This
Subscription Agreement has been duly authorized, executed and delivered by Roman and, assuming that this Subscription Agreement constitutes
the valid and binding agreement of the Investor, this Subscription Agreement is enforceable against Roman in accordance with its terms,
except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium
or other laws relating to or affecting the rights of creditors generally, or (ii) principles of equity, whether considered at law
or equity.


 






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d.             The
execution, delivery and performance of this Subscription Agreement, the issuance and sale of the Shares and the compliance by Roman with
all of the provisions of this Subscription Agreement and the consummation of the transactions contemplated herein will not conflict with
or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or
imposition of any lien, charge or encumbrance upon any of the property or assets of Roman or any of its subsidiaries pursuant to the
terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which Roman
or any of its subsidiaries is a party or by which Roman or any of its subsidiaries is bound or to which any of the property or assets
of Roman is subject that would, individually or in the aggregate, reasonably be expected to have a material adverse effect on the business,
financial condition, stockholders’ equity or results of operations of Roman and its subsidiaries, taken as a whole (a “Material
Adverse Effect”) or materially affect the validity of the Shares or the legal authority of Roman to comply in all material
respects with the terms of this Subscription Agreement; (ii) result in any violation of the provisions of the organizational documents
of Roman; or (iii) result in any violation of any statute or any judgment, order, rule or regulation of any court or governmental
agency or body, domestic or foreign, having jurisdiction over Roman or any of their properties that would, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect or materially affect the validity of the Shares or the legal authority of Roman
to comply in all material respects with this Subscription Agreement.


 


e.             As
of their respective dates, all forms, reports, statements, schedules, prospectuses, proxies, registration statements and other documents
(the “SEC Reports”) required to be filed by Roman with the U.S. Securities and Exchange Commission (the “SEC”)
have complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended, (the “Securities
Act”) and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations
of the SEC promulgated thereunder, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted
to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading. The financial statements of Roman included in the SEC Reports comply in all material respects
with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of
filing and fairly present in all material respects the financial condition of Roman as of and for the dates thereof and the results of
operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustments.
A copy of each SEC Report is available to the Investor via the SEC’s EDGAR system. There are no outstanding or unresolved comments
in comment letters received by Roman from the staff of the Division of Corporation Finance of the SEC with respect to any of the SEC
Reports. Notwithstanding the foregoing, no representation or warranty is made as to the accounting treatment of Roman’s issued
and outstanding warrants, or as to any deficiencies in disclosure (including with respect to accounting and disclosure controls) arising
from the treatment of such warrants as equity rather than liabilities in Roman’s financial statements.


 


f.              Roman
is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with,
any court or other federal, state, local or other governmental authority, self-regulatory organization or other person in connection
with the execution, delivery and performance by Roman of this Subscription Agreement (including, without limitation, the issuance of
the Shares), other than filings (i) with the SEC, (ii) required by applicable state securities laws, (iii) required by
the Nasdaq (as defined below), or such other applicable stock exchange on which Roman’s common equity is then listed, and (iv) the
failure of which to obtain would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 


g.             Roman
has not entered into any side letter or similar agreement with any Other Investor or any other investor in connection with such Other
Investor’s or other investor’s direct or indirect investment in Roman other than the Other Subscription Agreements and the
Transaction Agreement. Other than the reimbursement of certain fees and expenses incurred by certain Investors in connection with the
structuring of the subscriptions for Exchangeable Senior Notes, no Other Subscription Agreement contains terms (economic or otherwise)
more favorable to such Other Investor or investor than as set forth in this Subscription Agreement. The Other Subscription Agreements
have not been and will not, without the prior written consent of the Investor, be amended in any material respect following the date
of this Subscription Agreement.


 


h.             Except
for such matters as have not had and would not be reasonably be expected to have, individually or in the aggregate, a Material Adverse
Effect, as of the date hereof, there is no (i) action, suit, claim or other proceeding, in each case by or before any governmental
authority pending, or, to the knowledge of Roman, threatened against Roman or (ii) judgment, decree, injunction, ruling or order
of any governmental entity or arbitrator outstanding against Roman.


 






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i.            As
of the date of this Subscription Agreement, the authorized capital stock of Roman consists of (i) 1,000,000 shares of preferred
stock par value $0.0001 per share (“Preferred Shares”), (ii) 200,000,000 Shares, and (iii) 20,000,000 shares
of Class B common stock par value $0.0001 per share (“Class B Shares”). As of the date of this Subscription
Agreement, (A) no Preferred Shares are issued and outstanding, (B) 23,156,000 Shares are issued and outstanding, (C) 5,789,000
Class B Shares are issued and outstanding and (D) 22,415,400 warrants to purchase Shares are issued and outstanding. All (1) issued
and outstanding Shares and Class B Shares have been duly authorized and validly issued, are fully paid and are non-assessable and
(2) outstanding warrants have been duly authorized and validly issued. Except as set forth above and pursuant to the Other Subscription
Agreements, the Note Subscription Agreements, the Transaction Agreement and the other agreements and arrangements referred to therein
or in the SEC Reports, as of the date hereof, there are no outstanding options, warrants or other rights to subscribe for, purchase or
acquire from Roman any Preferred Shares, Shares, Class B Shares or other equity interests in Roman, or securities convertible into
or exchangeable or exercisable for such equity interests. There are no securities or instruments issued by or to which Roman is a party
containing anti-dilution or similar provisions that will be triggered by the transactions contemplated by the Transaction Agreement or
the issuance of (i) the Shares pursuant to this Subscription Agreement or the Other Subscription Agreements or (ii) the Exchangeable
Senior Notes (including any Shares to be issued upon exchange thereof) to be issued pursuant to the Note Subscription Agreements. As
of the date hereof, Roman has no subsidiaries, other than Merger Sub, and does not own, directly or indirectly, interests or investments
(whether equity or debt) in any person, whether incorporated or unincorporated. There are no shareholder agreements, voting trusts or
other agreements or understandings to which Roman is a party or by which it is bound relating to the voting of any securities of Roman,
other than (1) as set forth in the SEC Reports and (2) as contemplated by the Transaction Agreement.


 


j.            The
issued and outstanding Shares are registered pursuant to Section 12(b) of the Exchange Act, and are listed for trading on the
Nasdaq Capital Market (“Nasdaq”) under the symbol “DBDR” (it being understood that the trading symbol
will be changed in connection with the Transaction). There is no suit, action, proceeding or investigation pending or, to the knowledge
of Roman, threatened against Roman by Nasdaq or the SEC, respectively, to prohibit or terminate the listing of Roman’s Shares on
Nasdaq or to deregister the Shares under the Exchange Act. Roman has taken no action that is designed to terminate the registration of
the Shares under the Exchange Act. At Closing, the Shares acquired hereunder will be approved for listing on Nasdaq, subject to official
notice of issuance.


 


k.           Roman
is in compliance with all applicable laws, except where such non-compliance would not reasonably be expected to have a Material Adverse
Effect. Roman has not received any written communication from a governmental authority that alleges that Roman is not in compliance with
or is in default or violation of any applicable law, except where such non-compliance, default or violation would not reasonably be expected
to have a Material Adverse Effect.


 


l.            Roman
is not under any obligation to pay any broker’s fee or commission in connection with the sale of the Shares hereunder other than
to the Placement Agents (as defined herein), whose costs and expenses shall be borne by Roman.


 


m.          Assuming
the accuracy of the Investor’s representations and warranties set forth in Section 6, no registration under the Securities
Act is required for the offer and sale of the Shares by Roman to the Investor hereunder. The Shares (i) were not offered by any
form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under,
or in a distribution in violation of, the Securities Act, or any state securities laws. Neither Roman, nor any person acting on its behalf,
has, directly or indirectly, made any offers or sales of any Roman security or solicited any offers to buy any security, under circumstances
that would adversely affect reliance by Roman on an exemption from registration for the transactions contemplated hereby or would require
registration of the Shares under the Securities Act.


 


n.           Roman
is not, and immediately after receipt of payment for the Shares will not be, an “investment company” within the meaning of
the Investment Company Act of 1940, as amended.


 






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o.          Roman
acknowledges and agrees that, notwithstanding anything herein to the contrary, the Shares acquired hereunder may be pledged by Investor
in connection with a bona fide margin agreement, which shall not be deemed to be a transfer, sale or assignment of the Shares hereunder,
and the Investor effecting a pledge of Shares shall not be required to provide Roman with any notice thereof or otherwise make any delivery
to Roman pursuant to this Subscription Agreement. Roman hereby agrees to execute and deliver such documentation as a pledgee of the Shares
may reasonably request in connection with a pledge of the Shares to such pledgee by the Investor; provided such pledge shall be (i) pursuant
to an available exemption from the registration requirements of the Securities Act or (ii) pursuant to, and in accordance with,
a registration statement that is effective under the Securities Act at the time of such pledge, and the Investor effecting a pledge of
Shares shall not be required to provide Roman with any notice thereof; provided, however, that neither Roman or their counsel shall be
required to take any action (or refrain from taking any action) in connection with any such pledge, other than providing any such lender
of such margin agreement with an acknowledgment that the Shares are not subject to any contractual prohibition on pledging or lock-up,
the form of such acknowledgment to be subject to review and comment by Roman in all respects.


 


6.            Investor
Representations and Warranties. The Investor represents and warrants to Roman that:


 


a.           The
Investor (i) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or an institutional
 “accredited investor” (within the meaning of Rule 501(a) under the Securities Act), in each case, satisfying the
applicable requirements set forth on Schedule A, (ii) is an “institutional account” (as defined in FINRA Rule 4512(c)),
(iii) is acquiring the Shares only for his, her or its own account and not for the account of others, or if the Investor is subscribing
for the Shares as a fiduciary or agent for one or more investor accounts, each such account is for another qualified institutional buyer
or institutional “accredited investor”, the Investor has full investment discretion with respect to each such account, and
the full power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such
account, and (iv) is not acquiring the Shares with a view to, or for offer or sale in connection with, any distribution thereof
in violation of the Securities Act (and shall provide the requested information set forth on Schedule A). The Investor is not
an entity formed for the specific purpose of acquiring the Shares.


 


b.           The
Investor acknowledges and agrees that the Shares are being offered in a transaction not involving any public offering within the meaning
of the Securities Act and that the Shares have not been registered under the Securities Act. The Investor acknowledges and agrees that
the Shares may not be offered, resold, transferred, pledged or otherwise disposed of by the Investor absent an effective registration
statement under the Securities Act except (i) to Roman or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers
and sales that occur outside the United States within the meaning of Regulation S under the Securities Act, (iii) pursuant to Rule 144
under the Securities Act, provided that all of the applicable conditions thereof (including those set forth in Rule 144(i) which
are applicable to Roman) or (iv) pursuant to another applicable exemption from the registration requirements of the Securities Act,
and in each of clauses (i), (iii) and (iv) in accordance with any applicable securities laws of the states and other jurisdictions
of the United States, and that any certificates representing the Shares shall contain a restrictive legend to such effect. The
Investor acknowledges and agrees that the Shares will not be eligible for offer, resale, transfer, pledge or disposition pursuant to
Rule 144 promulgated under the Securities Act until at least one year from the date that Roman files a Current Report on Form 8-K
following the Closing Date that includes the “Form 10” information required under applicable SEC rules and regulations.
The Investor acknowledges and agrees that it has been advised to consult legal counsel prior to making any offer, resale, transfer, pledge
or disposition of any of the Shares acquired hereunder.


 


c.           The
Investor acknowledges and agrees that the Investor is purchasing the Shares from Roman. The Investor further acknowledges that there
have been no representations, warranties, covenants and agreements made to the Investor by or on behalf of Roman, Company, any of their
respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing
or any other person or entity, expressly or by implication, other than those representations, warranties, covenants and agreements of
Roman expressly set forth in this Subscription Agreement.


 






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d.           The
Investor’s acquisition and holding of the Shares will not constitute a non-exempt prohibited transaction under Section 406
of the Employee Retirement Income Security Act of 1974, as amended, Section 4975 of the Internal Revenue Code of 1986, as amended
(“ERISA”), Section 4975 of the Code or any applicable Similar Law (as defined below). If the Investor
is or is acting on behalf of (i) an employee benefit plan that is subject to Title I of ERISA, (ii) a plan, an individual retirement
account or other arrangement that is subject to Section 4975 of the Code, (iii) an employee benefit plan that is a governmental
plan (as defined in Section 3(32) of ERISA), a church plan (as defined in Section 3(33) of ERISA), a non-U.S. plan (as described
in Section 4(b)(4) of ERISA) or other plan that is not subject to the foregoing but may be subject to provisions under any
other federal, state, local, non-U.S. or other laws or regulations that are similar to such provisions of ERISA or the Internal Revenue
Code of 1986, as amended (“Similar Law”), or (iv) an entity whose underlying assets are considered to include
 “plan assets” of any such plan, account or arrangement (each, a “Plan”) subject to the fiduciary or prohibited
transaction provisions of ERISA or Section 4975 of the Code, the Investor represents and warrants that it has not relied on Roman
or any of its affiliates (the “Transaction Parties”) as the Plan’s fiduciary, or for investment advice,
with respect to its decision to acquire and hold the Shares, and none of the Transaction Parties shall at any time be relied upon as
the Plan’s fiduciary with respect to any decision to acquire, continue to hold or transfer the Shares.


 


e.           The
Investor became aware of this offering of the Shares solely by means of direct contact between the Investor and Roman, Company or a representative
of Roman or Company, and the Shares were offered to the Investor solely by direct contact between the Investor and Roman, Company or
a representative of Roman or Company. The Investor did not become aware of this offering of the Shares, nor were the Shares offered to
the Investor, by any other means. The Investor acknowledges that the Shares (i) were not offered to it by any form of general solicitation
or general advertising and (ii) are not being offered to it in a manner involving a public offering under, or in a distribution
in violation of, the Securities Act, or any state securities laws. The Investor acknowledges that it is not relying upon, and
has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including, without limitation,
Roman, Company, or any of J.P. Morgan Securities LLC, Barclays Capital Inc. or B Riley Securities Inc. (each, a “Placement Agent”,
and together the “Placement Agents”), any of their respective affiliates or any control persons, officers, directors,
employees, partners, agents or representatives of any of the foregoing), other than the representations and warranties of Roman contained
in this Subscription Agreement, in making its investment or decision to invest in Roman.


 


f.           The
Investor acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Shares, including
those set forth in Roman’s filings with the SEC. The Investor has such knowledge and experience in financial and business matters
as to be capable of evaluating the merits and risks of an investment in the Shares, and the Investor has sought such accounting, legal
and tax advice as the Investor has considered necessary to make an informed investment decision. The Investor will not look to the Placement
Agents for all or part of any such loss or losses the Investor may suffer and is able to sustain a complete loss on its investment in
the Shares.


 


g.           Alone,
or together with any professional advisor(s), the Investor has adequately analyzed and fully considered the risks of an investment in
the Shares and determined that the Shares are a suitable investment for the Investor and that the Investor is able at this time and in
the foreseeable future to bear the economic risk of a total loss of the Investor’s investment in Roman. The Investor acknowledges
specifically that a possibility of total loss exists.


 


h.           In
making its decision to purchase the Shares, the Investor and the Investor’s professional advisor(s), if any, have (a) received,
reviewed and understood the materials made available to you in connection with the Transaction, including, with respect to Roman, the
Transaction, Company, the Compo Guarantor and their respective subsidiaries, and the business of Company, the Compo Guarantor
and their respective subsidiaries, (b) had the opportunity to ask questions of and receive answers from Roman directly and (c) conducted
and completed its own independent due diligence with respect to the Transaction. Based on such information as the Investor has deemed
appropriate and without reliance upon the Placement Agents, it has independently made its own analysis and decision to invest in the
Company and Roman and to purchase the Shares. Without limiting the generality of the foregoing, the Investor acknowledges that he, she
or it has reviewed the SEC Reports and has not relied on any statements or other information provided by or on behalf of any other person
(including the Placement Agents, their respective affiliates and control persons) concerning Roman, Company, the Transaction, the Transaction
Agreement, this Subscription Agreement or the transactions contemplated hereby or thereby, the Shares or the offer and sale of the Shares.


 






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i.            The
Investor acknowledges and agrees that (i) each Placement Agent is acting solely as placement agent in connection with the Transaction
and is not acting as an underwriter or in any other capacity and is not and shall not be construed as a fiduciary for the Investor, Roman,
Company or any other person or entity in connection with the Transaction, (ii) no disclosure or offering document has been prepared
in connection with the offer and sale of the Shares by any Placement Agent or any of its respective affiliates, and no Placement Agent
has made nor will make any representation or warranty, whether express or implied, of any kind or character and has not provided any
advice or recommendation in connection with the Transaction, (iii) no Placement Agent will have any responsibility with respect
to (A) any representations, warranties or agreements made by any person or entity under or in connection with the Transaction or
any of the documents furnished pursuant thereto or in connection therewith, or the execution, legality, validity or enforceability (with
respect to any person) or any thereof, or (B) the business, affairs, financial condition, operations, properties or prospects of,
or any other matter concerning Roman, Company or the Transaction, and (iv) no Placement Agent shall have any liability or obligation
(including without limitation, for or with respect to any losses, claims, damages, obligations, penalties, judgments, awards, liabilities,
costs, expenses or disbursements incurred by the Investor, Roman, Company or any other person or entity), whether in contract, tort or
otherwise, to the Investor, or to any person claiming through the Investor, in respect of the Transaction.


 


j.            The
Investor acknowledges that it has not relied on the Placement Agents in connection with its determination as to the legality of its acquisition
of the Shares or as to the other matters referred to herein and the Investor has not relied on any investigation that the Placement Agents,
any of their respective affiliates or any person acting on their behalf have conducted with respect to the Shares, Roman or Company.
The Investor further acknowledges that it has not relied on any information contained in any research reports or other materials prepared
by the Placement Agents or any of their respective affiliates.


 


k.           The
Investor acknowledges and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Shares
or made any findings or determination as to the fairness of this investment.


 


l.            The
Investor, if not an individual, has been duly formed or incorporated and is validly existing and is in good standing under the laws of
its jurisdiction of formation or incorporation, with power and authority to enter into, deliver and perform its obligations under this
Subscription Agreement.


 


m.          The
execution, delivery and performance by the Investor of this Subscription Agreement are within the powers of the Investor, have been duly
authorized and will not constitute or result in a breach or default under or conflict with any order, ruling or regulation of any court
or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which the Investor is a party
or by which the Investor is bound, and, if the Investor is not an individual, will not violate any provisions of the Investor’s
organizational documents, including, without limitation, its incorporation or formation papers, bylaws, indenture of trust or partnership
or operating agreement, as may be applicable. The signature of the Investor on this Subscription Agreement is genuine, and the signatory,
if the Investor is an individual, has legal competence and capacity to execute the same or, if the Investor is not an individual, the
signatory has been duly authorized to execute the same, and this Subscription Agreement constitutes a legal, valid and binding obligation
of the Investor, enforceable against the Investor in accordance with its terms except as may be limited or otherwise affected by (i) bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally,
and (ii) principles of equity, whether considered at law or equity.


 


n.           The
Investor is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered by the
U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or in any Executive Order issued
by the President of the United States and administered by OFAC (“OFAC List”), or a person or entity prohibited by
any OFAC sanctions program, (ii) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515,
or (iii) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank. The Investor agrees to provide
law enforcement agencies, if requested thereby, such records as required by applicable law, provided that the Investor is permitted to
do so under applicable law. If the Investor is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et
seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and its implementing
regulations (collectively, the “BSA/PATRIOT Act”), the Investor maintains policies and procedures reasonably designed
to comply with applicable obligations under the BSA/PATRIOT Act. To the extent required, it maintains policies and procedures reasonably
designed for the screening of its investors against the OFAC sanctions programs, including the OFAC List. To the extent required by applicable
law, the Investor maintains policies and procedures reasonably designed to ensure that the funds held by the Investor and used to purchase
the Shares were legally derived.


 


o.           No
disclosure or offering document has been prepared by the Placement Agents in connection with the offer and sale of the Shares.


 






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p.           The
Investor, when required to deliver payment to Roman pursuant to Section 2 above, will have, sufficient funds to pay the Subscription
Amount and consummate the purchase and sale of the Shares pursuant to this Subscription Agreement.


 


7.            Registration
Rights.


 


a.           In
the event that the Shares to be issued pursuant to this Subscription Agreement are not registered in connection with the consummation
of the Transaction, Roman agrees that, within thirty (30) calendar days after the consummation of the Transaction (the “Filing
Deadline”), it will file with the SEC (at its sole cost and expense) a registration statement registering the resale of such
Shares (the “Registration Statement”), and it shall use its commercially reasonable efforts to have the Registration
Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (1) the 60th calendar
day after the consummation of the Transaction (or 90th calendar day if the SEC notifies Roman that it will “review”
the Registration Statement) and (2) the tenth (10th) business day after the date Roman is notified (orally or in writing,
whichever is earlier) by the SEC that the Registration Statement will not be “reviewed” or will not be subject to further
review (the “Effectiveness Date”). Roman will use its commercially reasonable efforts to provide a draft of the Registration
Statement to the Investor for review at least two (2) business days in advance of filing the Registration Statement. Roman agrees
to cause such Registration Statement, or another shelf registration statement that includes the Shares issued pursuant to this Subscription
Agreement, to remain effective, except for such times as Roman is permitted hereunder to suspend the use of the prospectus forming part
of the Registration Statement, until the earliest of (i) the third anniversary of the Closing, (ii) the date on which the Investor
ceases to hold any Shares issued pursuant to this Subscription Agreement, or (iii) on the first date on which the Investor can sell
all of its Shares issued pursuant to this Subscription Agreement (or shares received in exchange therefor) under Rule 144 of the
Securities Act without volume or manner of sale limitations and without the requirement for Roman to be in compliance with the current
public information required under Rule 144(c)(2) (or Rule 144(i)(2), if applicable). The Investor agrees to disclose its
beneficial ownership as determined in accordance with Rule 13d-3 of the Exchange Act to Roman upon request to assist it in making
the determination described above. In no event shall the Investor be identified as a statutory underwriter in the Registration
Statement unless requested by the SEC and consented to in writing by Investor; provided, that if the SEC requests that the
Investor be identified as a statutory underwriter in the Registration Statement, the Investor will have an opportunity to withdraw its
Shares from the Registration Statement. Notwithstanding the foregoing, if the SEC prevents Roman from including any or all of the shares
proposed to be registered under the Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the
resale of the Shares by the applicable shareholders or otherwise, such Registration Statement shall register for resale such number of
Shares which is equal to the maximum number of Shares as is permitted by the SEC. In such event, the number of Shares to be registered
for each selling shareholder named in the Registration Statement shall be reduced pro rata among all such selling shareholders and as
promptly as practicable after being permitted to register additional Shares under Rule 415 under the Securities Act, Roman shall
file a new Registration Statement to register such Shares not included in the initial Registration Statement and cause such Registration
Statement to become effective as promptly as practicable consistent with the terms of this Section 7. Roman’s obligations
to include the Shares issued pursuant to this Subscription Agreement for resale in the Registration Statement are contingent upon the
Investor furnishing in writing to Roman such information regarding the Investor, the securities of Roman held by the Investor and the
intended method of disposition of such Shares as shall be reasonably requested by Roman to effect the registration of such Shares, and
shall execute such documents in connection with such registration as Roman may reasonably request that are customary of a selling stockholder
in similar situations; provided that Investor shall not in connection with the foregoing be required to execute any lock-up or similar
agreement or otherwise be subject to any contractual restriction on the ability to transfer the Shares. For purposes of clarification,
any failure by Roman to file the Registration Statement by the Filing Deadline or to effect such Registration Statement by the Effectiveness
Date shall not otherwise relieve Roman of its obligations to file or effect the Registration Statement set forth in this Section 7.
For as long as the Registration Statement shall remain effective pursuant to this Section 7(a), Roman will (1) qualify the
Shares for listing on the Nasdaq, and (2) update or amend the Registration Statement as necessary to include the Shares. For as
long as the Investor holds the Shares issued pursuant to this Agreement, Roman will (A) make and keep public information available,
as those terms are understood and defined in Rule 144, (B) file in a timely manner all reports and other documents with the
SEC required under the Exchange Act, as long as Roman remains subject to such requirements, and (C) provide all customary and reasonable
cooperation necessary, in each case, to enable the undersigned to resell the Shares pursuant to the Registration Statement or Rule 144
of the Securities Act (when Rule 144 of the Securities Act becomes available to the Investor), as applicable.


 






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b.           Notwithstanding
anything to the contrary contained herein, Roman may delay or postpone filing of such Registration Statement, and from time to time require
the Investor not to sell under the Registration Statement or suspend the use or effectiveness of any such Registration Statement, if
the board of directors of Roman determines in good faith, upon advice of legal counsel, that either in order for the Registration Statement
to not contain a material misstatement or omission, an amendment thereto would be needed or if such filing or use could materially affect
a bona fide business or financing transaction of Roman or could require premature disclosure of information that could materially adversely
affect Roman and with respect to which Roman has a bona fide business purpose for keeping confidential (each such circumstance, a “Suspension
Event”); provided, that, (I) Roman shall not so delay filing or so suspend the use of the Registration Statement on more
than two (2) occasions, or for a period of more than sixty (60) consecutive days or for a period of more than ninety (90) days in
total, in each case in any three hundred sixty (360) day period, and (II) Roman shall use commercially reasonable efforts to make
such Registration Statement available for the sale by the undersigned of such securities as soon as practicable thereafter. If so directed
by Roman, the Investor will deliver to Roman or, in the Investor’s sole discretion destroy, all copies of the prospectus covering
the Shares in the Investor’s possession; provided, however, that this obligation to deliver or destroy all copies
of the prospectus covering the Shares shall not apply (i) to the extent the Investor is required to retain a copy of such prospectus
(A) in order to comply with applicable legal or regulatory requirements or (B) in accordance with a bona fide pre-existing
document retention policy or (ii) to copies stored electronically on archival servers as a result of automatic data back-up.


 


c.           At
its expense Roman shall advise the Investor within two (2) business days: (i) when a Registration Statement or any post-effective
amendment thereto has become effective; (ii) of the issuance by the SEC of any stop order suspending the effectiveness of any
Registration Statement or the initiation of any proceedings for such purpose; (iii) of the receipt by Roman of any notification
with respect to the suspension of the qualification of the Shares included therein for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose; and (iv) subject to the provisions in this Subscription Agreement, of the occurrence
of any event that requires the making of any changes in any Registration Statement or prospectus so that, as of such date, the statements
therein are not misleading and do not omit to state a material fact required to be stated therein or necessary to make the statements
therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading. Upon receipt of any
written notice from Roman (which notice shall not contain any material non-public information regarding Roman) of the happening of any
of the foregoing or of a Suspension Event during the period that the Registration Statement is effective or if as a result of a Suspension
Event the Registration Statement or related prospectus contains any untrue statement of a material fact or omits to state any material
fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made
(in the case of the prospectus) not misleading, the undersigned agrees that (1) it will immediately discontinue offers and sales
of the Shares under the Registration Statement (excluding, for the avoidance of doubt, sales conducted pursuant to Rule 144) until
the undersigned receives copies of a supplemental or amended prospectus (which Roman agrees to promptly prepare) that corrects the misstatement(s) or
omission(s) referred to above and receives notice that any post-effective amendment has become effective or unless otherwise notified
by Roman that it may resume such offers and sales, and (2) it will maintain the confidentiality of any information included in such
written notice delivered by Roman except (A) for disclosure to the Investor’s employees, agents and professional advisers
who need to know such information and are obligated to keep it confidential, (B) for disclosures to the extent required in order
to comply with reporting obligations to its limited partners who have agreed to keep such information confidential and (C) as required
by law or subpoena. Roman shall use its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness
of any Registration Statement as soon as reasonably practicable. Upon the occurrence of any event contemplated in clauses (i) through
(iv) above, except for such times as Roman is permitted hereunder to suspend, and has suspended, the use of a prospectus forming
part of a Registration Statement pursuant to Section 7(b), Roman shall use its commercially reasonable efforts to as soon as reasonably
practicable prepare a post-effective amendment to such Registration Statement or a supplement to the related prospectus, or file any
other required document so that, as thereafter delivered to purchasers of the Shares included therein, such prospectus will not include
any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading. The Investor may deliver written notice (an “Opt-Out Notice”)
to Roman requesting that Investor not receive notices from Roman otherwise required by this Section 7(c); provided, however, that
Investor may later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from Investor (unless subsequently
revoked), (x) Roman shall not deliver any such notices to Investor and Investor shall no longer be entitled to the rights associated
with any such notice and (y) each time prior to Investor’s intended use of an effective Registration Statement, Investor
will notify Roman in writing at least two (2) business days in advance of such intended use, and if a notice of a Suspension Event
was previously delivered (or would have been delivered but for the provisions of this Section 7(c)) and the related suspension period
remains in effect, Roman will so notify Investor, within one (1) business day of Investor’s notification to Roman, by delivering
to Investor a copy of such previous notice of Suspension Event, and thereafter will provide Investor with the related notice of the conclusion
of such Suspension Event promptly following its availability.


 






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d.           Roman
shall, notwithstanding any termination of this Subscription Agreement, indemnify, defend and hold harmless Investor (to the extent a
seller under the Registration Statement), the officers, directors, trustees, agents, partners, members, managers, stockholders, affiliates,
employees and investment advisers of each of them, each person who controls Investor (within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act) and the officers, directors, trustees, agents, partners, members, managers, stockholders,
affiliates, employees and investment advisers of each such controlling person, to the fullest extent permitted by applicable law, from
and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable costs of preparation and
investigation and reasonable attorneys’ fees and expenses (collectively, “Losses”)), as incurred, that arise
out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained in the Registration Statement,
any prospectus included in the Registration Statement or any form of prospectus or in any amendment or supplement thereto or in any preliminary
prospectus, or arising out of or relating to any omission or alleged omission to state a material fact required to be stated therein
or necessary to make the statements therein (in the case of any prospectus or form of prospectus or supplement thereto, in light of the
circumstances under which they were made) not misleading, or (ii) any violation or alleged violation by Roman of the Securities
Act, Exchange Act or any state securities law or any rule or regulation thereunder, in connection with the performance of its obligations
under this Section 7, except insofar as and to the extent, but only to the extent, that such untrue statements, alleged untrue statements,
omissions or alleged omissions are based solely upon information regarding Investor furnished in writing to Roman by Investor expressly
for use therein. Roman shall notify Investor promptly of the institution, threat or assertion of any proceeding arising from or in connection
with the transactions contemplated by this Section 7 of which Roman is aware. Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of an indemnified party and shall survive the transfer of the Shares by Investor.


 


e.           Investor
shall, severally and not jointly with any Other Investor or selling stockholder under the Registration Statement, indemnify and hold
harmless Roman, its directors, officers, agents and employees, and each person who controls Roman (within the meaning of Section 15
of the Securities Act and Section 20 of the Exchange Act), to the fullest extent permitted by applicable law, from and against all
Losses, as incurred, arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any Registration
Statement, any prospectus included in the Registration Statement, or any form of prospectus, or in any amendment or supplement thereto
or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be
stated therein or necessary to make the statements therein (in the case of any prospectus, or any form of prospectus or supplement thereto,
in light of the circumstances under which they were made) not misleading to the extent, but only to the extent, that such untrue statements
or omissions are based upon information regarding such Investor furnished in writing to Roman by such Investor expressly for use therein;
provided, however, that the indemnification contained in this Section 7 shall not apply to amounts paid in settlement of any Losses
if such settlement is effected without the consent of such Investor. In no event shall the liability of any Investor be greater in amount
than the dollar amount of the net proceeds received by such Investor upon the sale of the Shares giving rise to such indemnification
obligation. Investor shall notify Roman promptly of the institution, threat or assertion of any proceeding arising from or in connection
with the transactions contemplated by this Section 7 of which such Investor is aware. Such indemnity shall remain in full force
and effect regardless of any investigation made by or on behalf of an indemnified party and shall survive the transfer of the Shares
by Investor.


 


f.            If
the indemnification provided under this Section 7 from the indemnifying party is unavailable or insufficient to hold harmless an
indemnified party in respect of any Losses, then the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute
to the amount paid or payable by the indemnified party as a result of such Losses in such proportion as is appropriate to reflect the
relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative
fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in
question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact,
was made by, or relates to information supplied by, such indemnifying party or indemnified party, and the indemnifying party’s
and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action. The
amount paid or payable by a party as a result of the Losses shall be deemed to include, subject to the limitations set forth above, any
legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution
pursuant to this Section 7(f) from any person who was not guilty of such fraudulent misrepresentation. Each indemnifying party’s
obligation to make a contribution pursuant to this Section 7(f) shall be several, not joint. In no event shall the liability
of the Investor be greater in amount than the dollar amount of the net proceeds received by the Investor upon the sale of the Shares
purchased pursuant to this Subscription Agreement giving rise to such contribution obligation.


 






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g.           For
purposes of this Section 7, “Shares” shall mean, as of any date of determination, the Shares acquired by the
Investor pursuant to this Subscription Agreement and any other equity security issued or issuable with respect to such Shares by way
of stock split, dividend, distribution, recapitalization, merger, exchange, replacement or similar event, and “Investor”
shall include any affiliate of the undersigned Investor to which the rights under this Section 7 have been duly assigned.


 


8.            Termination.
This Subscription Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of the parties
hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earlier to occur of (a) such
date and time as the Transaction Agreement is terminated in accordance with its terms, (b) upon the mutual written agreement of
each of the parties hereto to terminate this Subscription Agreement, (c) if any of the conditions to Closing set forth in Section 3
of this Subscription Agreement are not satisfied or waived, or are not capable of being satisfied, on or prior to the Closing and, as
a result thereof, the transactions contemplated by this Subscription Agreement will not be and are not consummated at the Closing, or
(d) January 31, 2022, if the Closing is not consummated on or prior to such date (the termination events described in clauses
(a)–(d) above, collectively, the “Termination Events”); provided that nothing herein will relieve
any party from liability for any willful breach hereof prior to the time of termination, and each party will be entitled to any remedies
at law or in equity to recover losses, liabilities or damages arising from any such willful breach. Roman shall notify the Investor of
the termination of the Transaction Agreement promptly after the termination of such agreement. Upon the occurrence of any Termination
Event, this Subscription Agreement shall be void and of no further effect and any monies paid by the Investor to Roman in connection
herewith shall promptly (and in any event within one (1) business day) following the Termination Event be returned to the Investor.


 


9.            Trust
Account Waiver. The Investor hereby acknowledges that Roman has established a trust account (the “Trust Account”)
containing the proceeds of its initial public offering (the “IPO”) and from certain private placements occurring simultaneously
with the IPO (including interest accrued from time to time thereon) for the benefit of Roman’s public stockholders and certain
other parties (including the underwriters of the IPO). For and in consideration of Roman entering into this Subscription Agreement, and
for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Investor hereby agrees that
it does not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any assets held in
the Trust Account, and shall not make any claim against the Trust Account, that arises as a result of, in connection with or relating
in any way to this Subscription Agreement, and regardless of whether such claim arises based on contract, tort, equity or any other theory
of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”). The
Investor hereby irrevocably waives any Released Claims that it may have against the Trust Account now or in the future, and will not
seek recourse against the Trust Account, with respect to Released Claims; provided, however, that nothing in this Section 9
shall be deemed to limit the Investor’s right to distributions from the Trust Account in accordance with Roman’s certificate
of incorporation in respect of any redemptions by the Investor in respect of Shares acquired by any means other than pursuant to this
Subscription Agreement.


 


10.          Miscellaneous.


 


a.           Neither
this Subscription Agreement nor any rights that may accrue to any party hereunder (other than the Shares acquired hereunder, if any)
may be transferred or assigned, provided that Investor may assign this Subscription Agreement to an affiliate of the Investor
or to any fund or account managed by the same investment manager as the Investor or an affiliate thereof, provided, that such assignee(s) agrees
in writing to be bound by the terms hereof, and upon such assignment by the Investor, the assignee(s) shall become the Investor
hereunder and have the rights and obligations and be deemed to make the representations and warranties of the Investor provided for herein
to the extent of such assignment; provided, further, that, no assignment shall relieve the assigning party of any of its obligations
hereunder, including any assignment to any fund or account managed by the same investment manager as the Investor or an affiliate thereof.


 






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b.           Roman
may request from the Investor such additional information as Roman may deem necessary to register the resale of the Shares and evaluate
the eligibility of the Investor to acquire the Shares under applicable law, and the Investor shall promptly provide such information
as may reasonably be requested, to the extent readily available and to the extent consistent with its internal policies and procedures;
provided that Roman agrees to keep any such information confidential. The Investor acknowledges that Roman may file a copy of this Subscription
Agreement with the SEC as an exhibit to a periodic report or a registration statement of Roman.


 


c.           The
Investor acknowledges that (i) Roman will rely on the acknowledgments, understandings, agreements, representations and warranties
of the Investor contained in this Subscription Agreement and (ii) the Placement Agents will rely on the acknowledgments,
understandings, agreements, representations and warranties of the Investor contained in Section 6 and Section 11 of this Subscription
Agreement. Prior to the Closing, each party agrees to promptly notify the other if any of the acknowledgments, understandings, agreements,
representations and warranties made by such party and set forth in this Agreement are no longer accurate.


 


d.           Roman,
Company, and the Placement Agents are each irrevocably authorized to produce this Subscription Agreement or a copy hereof to any interested
party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby; provided, however,
that the foregoing clause of this Section 10(d) shall not give Company any rights other than those expressly set forth herein
and, without limiting the generality of the foregoing and for the avoidance of doubt, in no event shall Company be entitled to rely on
any of the representations and warranties of Roman or the Investor set forth in this Subscription Agreement.


 


e.           All
of the agreements, representations and warranties made by each party hereto in this Subscription Agreement shall survive the Closing.


 


f.            This
Subscription Agreement may not be amended, modified, waived or terminated (other than pursuant to the terms of Section 8 above)
except by an instrument in writing, signed by each of the parties hereto. No failure or delay of either party in exercising any right
or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment
or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or
the exercise of any other right or power. The rights and remedies of the parties hereunder are cumulative and are not exclusive of any
rights or remedies that they would otherwise have hereunder. For the avoidance of doubt, subject to Section 3, the Investor acknowledges
and agrees that Roman and Company may amend the Transaction Agreement without the consent of the Investor.


 


g.           This
Subscription Agreement (including the schedule hereto) constitutes the entire agreement, and supersedes all other prior agreements,
understandings, representations and warranties, both written and oral, among the parties, with respect to the subject matter hereof.
Except as set forth in Section 7(d), Section 7(e), Section 7(f), Section 10(c), Section 10(d), Section 10(f),
Section 10(g) and Section 11 with respect to the persons specifically referenced therein (including, for the avoidance
of doubt, the Placement Agents as third party beneficiaries of the representations and warranties of Roman in Section 5 and of the
Investor in Section 6), this Subscription Agreement shall not confer any rights or remedies upon any person other than the parties
hereto, and their respective successor and assigns, and the parties hereto acknowledge that such persons so referenced are third party
beneficiaries of this Subscription Agreement for the purposes of, and to the extent of, the rights granted to them, if any, pursuant
to the applicable provisions.


 


h.           Except
as otherwise provided herein, this Subscription Agreement shall be binding upon, and inure to the benefit of the parties hereto and their
heirs, executors, administrators, successors, legal representatives, and permitted assigns, and the agreements, representations, warranties,
covenants and acknowledgments contained herein shall be deemed to be made by, and be binding upon, such heirs, executors, administrators,
successors, legal representatives and permitted assigns.


 


i.            If
any provision of this Subscription Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, illegal
or unenforceable, the validity, legality or enforceability of the remaining provisions of this Subscription Agreement shall not in any
way be affected or impaired thereby and shall continue in full force and effect.


 






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j.            This
Subscription Agreement may be executed in one or more counterparts (including by facsimile or electronic mail or in .pdf) and by different
parties in separate counterparts, with the same effect as if all parties hereto had signed the same document. All counterparts so executed
and delivered shall be construed together and shall constitute one and the same agreement.


 


k.           The
parties hereto acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Subscription
Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties
shall be entitled to an injunction or injunctions to prevent breaches of this Subscription Agreement, without posting a bond or undertaking
and without proof of damages, to enforce specifically the terms and provisions of this Subscription Agreement, this being in addition
to any other remedy to which such party is entitled at law, in equity, in contract, in tort or otherwise.


 


l.            The
legend described in Section 6(b) shall be removed and Roman shall issue a certificate (or cause book-entries to be reflected)
without such legend to the holder of the Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable
balance account at The Depository Trust Company (“DTC”), within three (3) business days of request by the Investor
(i) if such Shares are registered for resale under the Securities Act, and the holder has sold or proposes to sell such Shares pursuant
to such registration, (ii) in connection with a sale, assignment or other transfer, such holder provides Roman with an opinion of
counsel, in a form reasonably acceptable to Roman, to the effect that such sale, assignment or transfer of the Shares may be made without
registration under the applicable requirements of the Securities Act, or (iii) the Shares can be sold, assigned or transferred without
restriction or current public information requirements pursuant to Rule 144, including any volume and manner of sale restrictions
which may be applicable to affiliates under Rule 144 and any requirement for Roman to be in compliance with the current public information
required under Rule 144(c) or Rule 144(i), as applicable, and in each case, the holder provides Roman with an undertaking
to effect any sales or other transfers in accordance with the Securities Act. Roman shall be responsible for the fees of the applicable
transfer agent, its legal counsel and all DTC fees associated with such issuance and the Investor shall be responsible for all other
fees and expenses (including, without limitation, any applicable broker fees, feels and disbursements of their legal counsel and any
applicable transfer taxes). To the extent required by Roman’s transfer agent, Roman shall use commercially reasonable efforts to
cause its legal counsel to deliver a customary opinion within two business days of the delivery of all reasonably necessary representations
and other documentation from the Investor as reasonably requested by Roman, its counsel or the transfer agent by the Investor to Roman’s
transfer agent to the effect that the removal of the restricted legend in such circumstances may be effected under the Securities Act.


 


m.          This
Subscription Agreement shall be governed by and construed in accordance with the laws of the State of New York (regardless of the laws
that might otherwise govern under applicable principals of conflicts of laws thereof) as to all matters (including any action, suit,
litigation, arbitration, mediation, claim, charge, complaint, inquiry, proceeding, hearing, audit, investigation or reviews by or before
any governmental entity related hereto), including matters of validity, construction, effect, performance and remedies.


 


n.           THE
PARTIES HERETO IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW
YORK AND THE SUPREME COURT OF THE STATE OF NEW YORK SOLELY IN RESPECT OF THE INTERPRETATION AND ENFORCEMENT OF THE PROVISIONS OF THIS
SUBSCRIPTION AGREEMENT AND THE DOCUMENTS REFERRED TO IN THIS SUBSCRIPTION AGREEMENT AND IN RESPECT OF THE TRANSACTIONS CONTEMPLATED HEREBY,
AND HEREBY WAIVE, AND AGREE NOT TO ASSERT, AS A DEFENSE IN ANY ACTION, SUIT OR PROCEEDING FOR INTERPRETATION OR ENFORCEMENT HEREOF OR
ANY SUCH DOCUMENT THAT IS NOT SUBJECT THERETO OR THAT SUCH ACTION, SUIT OR PROCEEDING MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE
IN SAID COURTS OR THAT VENUE THEREOF MAY NOT BE APPROPRIATE OR THAT THIS SUBSCRIPTION AGREEMENT OR ANY SUCH DOCUMENT MAY NOT
BE ENFORCED IN OR BY SUCH COURTS, AND THE PARTIES HERETO IRREVOCABLY AGREE THAT ALL CLAIMS WITH RESPECT TO SUCH ACTION, SUIT OR PROCEEDING
SHALL BE HEARD AND DETERMINED BY SUCH A NEW YORK STATE OR FEDERAL COURT. THE PARTIES HEREBY CONSENT TO AND GRANT ANY SUCH COURT JURISDICTION
OVER THE PERSON OF SUCH PARTIES AND OVER THE SUBJECT MATTER OF SUCH DISPUTE AND AGREE THAT MAILING OF PROCESS OR OTHER PAPERS IN CONNECTION
WITH SUCH ACTION, SUIT OR PROCEEDING IN THE MANNER PROVIDED IN SECTION 13 OF THIS SUBSCRIPTION AGREEMENT OR IN SUCH OTHER MANNER
AS MAY BE PERMITTED BY LAW SHALL BE VALID AND SUFFICIENT SERVICE THEREOF.


 






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o.           EACH
PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES
ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING
TO THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS SUBSCRIPTION AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES
THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY
WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; (II) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED
THE IMPLICATIONS OF THE FOREGOING WAIVER; (III) SUCH PARTY MAKES THE FOREGOING WAIVER VOLUNTARILY AND (IV) SUCH PARTY HAS BEEN
INDUCED TO ENTER INTO THIS SUBSCRIPTION AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 10(o).


 


11.          Non-Reliance
and Exculpation. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation
or warranty made by any person, firm or corporation (including, without limitation, the Placement Agents, any of their respective affiliates
or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the
statements, representations and warranties of Roman expressly contained in this Subscription Agreement, in making its investment or decision
to invest in Roman. The Investor acknowledges and agrees that none of (i) any other investor pursuant to this Subscription Agreement
or any other subscription agreement related to the private placement of the Shares (including the investor’s respective affiliates
or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), (ii) the Placement
Agents, their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any
of the foregoing, or (iii) the Company or any Non-Party Affiliate (as defined below) shall have any liability to the Investor, or
to any other investor, pursuant to, arising out of or relating to this Subscription Agreement or any other subscription agreement related
to the private placement of the Shares, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby
or thereby, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of
them in connection with the purchase of the Shares or with respect to any claim (whether in tort, contract or otherwise) for breach of
this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as
expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials
of any kind furnished by Roman, Company, the Placement Agents or any Non-Party Affiliate concerning Roman, Company, the Placement Agent,
any of their controlled affiliates, this Subscription Agreement or the transactions contemplated hereby. For purposes of this Subscription
Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member,
manager, direct or indirect equityholder or affiliate of Roman, Company, any Placement Agents or any of Roman’s, Company’s
or any of the Placement Agents’ controlled affiliates or any family member of the foregoing. For the avoidance of doubt, Roman
shall not be deemed to be a Non-Party Affiliate.


 


12.          Disclosure.
Roman shall, by 9:00 a.m., New York City time, on the first (1st) business day immediately following the date of this Subscription Agreement,
issue one or more press releases or file with the SEC a Current Report on Form 8-K (collectively, the “Disclosure Document”)
disclosing all material terms of the transactions contemplated hereby and by the Other Subscription Agreements, the Note Subscription
Agreements, Transaction and any other material, nonpublic information that Roman has provided to the Investor at any time prior to the
filing of the Disclosure Document. Upon the issuance of the Disclosure Document, to the actual knowledge of Roman, the Investor shall
not be in possession of any material, non-public information received from Roman or any of its officers, directors, employees or agents,
and the Investor shall no longer be subject to any confidentiality or similar obligations under any current agreement, whether written
or oral, with Roman or any of its affiliates, relating to the transactions contemplated by this Subscription Agreement. Notwithstanding
anything in this Subscription Agreement to the contrary, Roman shall not, without the prior written consent of the Investor, publicly
disclose the name of the Investor or any of its affiliates or advisers, or include the name of the Investor or any of its affiliates
or advisers, (i) in any press release or marketing materials, or (ii) in any filing with the SEC or any regulatory agency or
trading market, except (A) as required by the federal securities law or pursuant to other routine proceedings of regulatory authorities,
or (B) to the extent such disclosure is required by law, at the request of the staff of the SEC or regulatory agency or under the
regulations of any national securities exchange on which Roman’s securities are listed for trading; provided, that in the
case of this clause (ii), Roman shall provide Investor with prior written notice (including by e-mail) of such permitted disclosure,
and shall reasonably consult with Investor regarding such disclosure. Prior to Closing, Investor will promptly provide any information
reasonably requested by Roman for any regulatory application or filing made or approval sought in connection with the Transaction (including
filings with the SEC).


 






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13.          Notices.
All notices and other communications among the parties shall be in writing and shall be deemed to have been duly given (i) when
delivered in person, (ii) when delivered after posting in the United States mail having been sent registered or certified mail return
receipt requested, postage prepaid, (iii) when delivered by FedEx or other nationally recognized overnight delivery service, or
(iv) when delivered by email (in each case in this clause (iv), solely if receipt is confirmed, but excluding any automated reply,
such as an out-of-office notification), addressed as follows:


 


If to the Investor, to the address provided on the signature
page hereto.


 


If to Roman, to:


 


Roman DBDR Tech Acquisition Corp.


2877 Paradise Road, #702


Las Vegas, NV 89109


Attention: Dr. Donald Basile; Dixon Doll, Jr.;
John Small


Phone: (650) 618-2524


		Email:	don.basile@romandbdr.com; don.basile@stanfordalumni.org;
drdolljr@gmail.com;
	 	 	jcsmall@romandbdr.com






 


with a copy (which shall not constitute notice) to:


 


Goodwin Procter LLP


100 Northern Avenue


Boston, MA 02210


Attention: Anthony J. McCusker; Jocelyn M. Arel; Gregg L.
Katz


Phone: (617) 570-1000


Email: amccusker@goodwinlaw.com; jarel@goodwinlaw.com; gkatz@goodwinlaw.com


 


14.          Separate
Obligations. For the avoidance of doubt, all obligations of the Investor hereunder are separate and several from the obligations
of any Other Investor. The decision of Investor to purchase the Shares pursuant to this Subscription Agreement has been made by Investor
independently of any Other Investor or any other investor and independently of any information, materials, statements or opinions as
to the business, affairs, operations, assets, properties, liabilities, results of operations, condition (financial or otherwise) or prospects
of Roman, Company, or any of their respective subsidiaries which may have been made or given by any Other Investor or investor or by
any agent or employee of any Other Investor or investor, and neither Investor nor any of its agents or employees shall have any liability
to any Other Investor or investor (or any other person) relating to or arising from any such information, materials, statements or opinions.
Nothing contained herein or in any Other Subscription Agreement, and no action taken by Investor or Other Investors pursuant hereto or
thereto, shall be deemed to constitute Investor and Other Investor or other investors as a partnership, an association, a joint venture
or any other kind of entity, or create a presumption that Investor and Other Investors or other investors are in any way acting in concert
or as a group with respect to such obligations or the transactions contemplated by this Subscription Agreement and the Other Subscription
Agreements. The Investor acknowledges that no Other Investor has acted as agent for Investor in connection with making its investment
hereunder and no Other Investor will be acting as agent of Investor in connection with monitoring its investment in the Shares or enforcing
its rights under this Subscription Agreement. The Investor shall be entitled to independently protect and enforce its rights, including
without limitation the rights arising out of this Subscription Agreement, and it shall not be necessary for any Other Investor or investor
to be joined as an additional party in any proceeding for such purpose.


 


[SIGNATURE PAGES FOLLOW]


 






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IN
WITNESS WHEREOF, the Investor has executed or caused this Subscription Agreement to be executed by its duly authorized representative
as of the date set forth below.


 


	Name
    of Investor:	 	State/Country
    of Formation or Domicile:
	 	 	 
	By:	 	 	 
	 	 	 	 
	Name:	 	 	 
	 	 	 	 
	Title:	 	 	 
	 	 	 	 
	Name
    in which Shares are to be registered (if different):	 	Date:
    ________, 2021
	 	 	 
	Investor’s
    EIN:	 	 
	 	 	 
	Business
    Address-Street:	 	Mailing
    Address-Street (if different):
	 	 	 
	City,
    State, Zip:	 	City,
    State, Zip:
	 	 	 
	Attn:	 	 	Attn:	 
	 	 	 	 	 
	Telephone
    No.:	 	Telephone
    No.:
	 	 	 
	Facsimile
    No.:	 	Facsimile
    No.:
	 	 	 
	Email:	 	Email:
	 	 	 
	Number
    of Shares subscribed for:	 	 
	 	 	 
	Aggregate
    Subscription Amount: $	 	Price
    Per Share: $10.00


 


You must pay the Subscription Amount by wire transfer
of United States dollars in immediately available funds to the account specified by Roman in the Closing Notice.


 






     


     


    

 


IN WITNESS WHEREOF, Roman has accepted this Subscription
Agreement as of the date set forth below.


 


	 	ROMAN DBDR TECH ACQUISITION CORP.
	 	 
	 	 
	 	By:
	 	Name:
	 	Title:
	Date:             , 2021	 



 




     


     


    

 


SCHEDULE
A


 


ELIGIBILITY REPRESENTATIONS
OF THE INVESTOR


 


	A.	QUALIFIED INSTITUTIONAL BUYER STATUS
	 	(Please check the applicable subparagraphs):


 


 ̈  We
are a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act (a “QIB”)).


 


** OR **


 


	B.	INSTITUTIONAL ACCREDITED INVESTOR STATUS
	 	(Please check the applicable subparagraphs):


 


	 	1.	 ̈  We
    are an “accredited investor” (within the meaning of Rule 501(a) under the Securities Act or an entity in which
    all of the equity holders are accredited investors within the meaning of Rule 501(a) under the Securities Act), and have
    marked and initialed the appropriate box on the following page indicating the provision under which we qualify as an “accredited
    investor.”


 


		2.	 ̈  We
are not a natural person.




 


Rule 501(a), in relevant part, states
that an “accredited investor” shall mean any person who comes within any of the below listed categories, or who the issuer
reasonably believes comes within any of the below listed categories, at the time of the sale of the securities to that person. The Investor
has indicated, by marking and initialing the appropriate box below, the provision(s) below which apply to the Investor and under
which the Investor accordingly qualifies as an “accredited investor.”


 


 ̈  Any
bank, registered broker or dealer, insurance company, registered investment company, business development company, or small business
investment company;


 


 ̈  Any
plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political
subdivisions for the benefit of its employees, if such plan has total assets in excess of $5,000,000;


 


 ̈  Any
employee benefit plan, within the meaning of the Employee Retirement Income Security Act of 1974, if a bank, insurance company, or registered
investment adviser makes the investment decisions, or if the plan has total assets in excess of $5,000,000;


 


 ̈  Any
organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, similar business trust, or partnership,
not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;


 


 ̈  Any
trust with assets in excess of $5,000,000, not formed to acquire the securities offered, whose purchase is directed by a sophisticated
person; or


 


 ̈  Any
entity in which all of the equity owners are accredited investors meeting one or more of the above tests.


 


This page should
be completed by the Investor





and constitutes
a part of the Subscription Agreement.


 



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