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Altimar Sponsor directly owns
14,547,500 shares of Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”), of the Issuer which
consists of: (i) 4,647,500 shares of Class A Common Stock and (ii) 9,900,000 shares of Class A Common Stock issuable upon
exercise of the 9,900,000 private placement warrants held by Altimar Sponsor (the “Sponsor Warrants”). The Sponsor
Warrants are exercisable beginning in February 2022 and expire in December 2026, subject to earlier redemption or liquidation.
The 14,547,500 shares of Class A Common
Stock owned by Sponsor do not include 1,267,500 shares of Class A Common Stock of the
Issuer owned by Altimar Sponsor that are subject to forfeiture (the “Sponsor Earnout Shares”). The Sponsor Earnout
Shares will vest automatically if (a) the volume-weighted average price (“VWAP”) of the Class A Common
Stock equals or exceeds $12.50 per share for any twenty (20) trading days within a period of thirty (30) consecutive trading days
and (b) there is a change of control of the Issuer, unless the per share consideration to be received by the holders of Class A
Common Stock in such change of control transaction is less than the vesting threshold applicable to the Sponsor Earnout Shares (each
of (a) and (b), a “Vesting Event”). To the extent that, on or prior to the fifth anniversary of the closing of
Altimar’s business combination with Fathom Holdco, LLC, a Vesting Event does not occur, all outstanding unvested Sponsor
Earnout Shares will automatically be forfeited by the Reporting Person.
Altimar
Sponsor owned 8,450,000 Class B ordinary shares of Altimar Acquisition Corp. II (“Altimar”) following the consummation
of Altimar’s initial public offering in 2021. In connection with the consummation of Altimar’s business combination with
Fathom Holdco, LLC in 2021, Altimar Sponsor’s 8,450,000 Class B ordinary shares ultimately converted into 8,450,000 shares of
Class A Common Stock of the Issuer. Immediately following the foregoing conversion, Altimar Sponsor forfeited 2,535,000 shares of
Class A Common Stock of the Issuer held by it, resulting in 4,647,500 shares of Class A Common Stock held by Altimar Sponsor,
excluding the Sponsor Earnout Shares.
Percentage ownership is based on
135,903,233 shares of Class A Common Stock issued and outstanding as of December 23, 2021 as disclosed by the Issuer under
“Form 10 Information” in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission
(the “SEC”) on December 30, 2021 (the “Form 8-K”), together with 9,900,000 shares of Class A Common Stock
issuable upon exercise of the Sponsor Warrants.
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