EX-10.1

THIRD AMENDMENT dated as of November 13, 2023 (this “Amendment”), to the Credit Agreement dated as of December 23, 2021 (as in effect prior to giving effect to this Amendment, the “Existing Credit Agreement”), among FATHOM GUARANTOR, LLC, a Delaware limited liability company (“Holdings”), FATHOM MANUFACTURING, LLC, a Delaware limited liability company (the “Borrower”), the LENDERS from time to time party thereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

WHEREAS, pursuant to the Existing Credit Agreement, the Lenders have extended credit to the Borrower pursuant to the terms and subject to the conditions set forth therein;

WHEREAS, the Borrower hereby requests that the Lenders waive, and the Required Lenders are willing to waive, subject to the terms and conditions set forth herein and in the Amended Credit Agreement (as defined below), any Default or Event of Default under the Existing Credit Agreement arising due to (a) failure to comply with Section 6.12(a) of the Existing Credit Agreement with respect to EBITDA as of the last day of the fiscal quarter of Holdings ended September 30, 2023, (b) failure to comply with Section 6.12(b) of the Existing Credit Agreement with respect to Liquidity as of September 30, 2023 and October 31, 2023, (c) any failure of the financial statements of Ultimate Parent and its Subsidiaries delivered pursuant to Section 5.04(b) of the Existing Credit Agreement for each of the fiscal quarters and the portion of the fiscal year of Ultimate Parent ended March 31, 2023 and June 30, 2023 to comply with the requirements of such Section solely as a result of the matters disclosed to the Administrative Agent and/or the Lenders prior to the Third Amendment Effective Date, (d) any inaccuracy, as a result of the existence of any Waived Defaults referred to in other clauses of this paragraph, in any Compliance Certificate delivered pursuant to Section 5.04(c) of the Existing Credit Agreement in respect of the fiscal quarter and the portion of the fiscal year of Ultimate Parent ended March 31, 2023 or June 30, 2023, (e) any breach, arising solely as a result of the occurrence and/or the existence of any Waived Default referred to in the other clauses of this paragraph, of any representation or warranty made or deemed to have been made under any Loan Document prior to the Third Amendment Effective Date, including in connection with any Borrowing or any issuance, amendment or extension of any Letter of Credit, (f) any breach arising solely as a result of any action taken prior to the Third Amendment Effective Date that was prohibited at such time solely due to the existence of any Waived Default referred to in the other clauses of this paragraph or (g) any failure by Holdings, the Borrower or any Subsidiary to provide, pursuant to Section 5.05(a) of the Existing Credit Agreement, written notice of the occurrence of any Default or Event of Default referred to in clauses (a) through (g) of this paragraph (collectively, the “Waived Defaults”); and

WHEREAS, the Borrower has requested, and the Administrative Agent and the Lenders constituting the Required Lenders have agreed, to make certain amendments to the Existing Credit Agreement (the Existing Credit Agreement, as so amended, is referred to as the “Amended Credit Agreement”; the Existing Credit Agreement and the Amended Credit Agreement are sometimes collectively referred to as the “Credit

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Agreement”), subject to the terms and conditions set forth herein and in the Amended Credit Agreement.

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1.

Defined Terms. Capitalized terms used and not otherwise defined herein (including in the preliminary statements hereto) have the meanings assigned to them in the Amended Credit Agreement. The rules of construction specified in Section 1.02 of the Credit Agreement also apply to this Amendment, mutatis mutandis.

SECTION 2.

Waiver. In reliance upon the representations and warranties set in Section 4 hereof, and subject to the satisfaction of the conditions to effectiveness set forth in Section 5 hereof, as of the Third Amendment Effective Date (as defined below), each Lender party hereto hereby irrevocably and forever waives the Waived Defaults, including all rights and remedies of each Lender under the Credit Agreement and the other Loan Documents with respect to the Waived Defaults, with such waiver having retroactive effect to the date on which the applicable Default or Event of Default occurred or may have occurred.

(a)

The Existing Credit Agreement (excluding, except as set forth below, the Schedules and Exhibits thereto, each of which shall, except as set forth below, remain as in effect immediately prior to the Third Amendment Effective Date) is hereby amended by deleting the red or green stricken text (indicated textually in the same manner as the following example: stricken text and stricken text) and adding the blue or green single-underlined text (indicated textually in the same manner as the following example: single-underlined text or single-underlined text), in each case, as set forth in the marked copy of the Credit Agreement attached as Annex I hereto.

(a)

This Amendment has been duly executed and delivered by each of the Loan Parties and constitutes a legal, valid and binding obligation of such Loan Party, enforceable against each such Loan Party in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, examinership, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing.

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(b)

On and as of the Third Amendment Effective Date, after giving effect hereto, (i) the representations and warranties of each Loan Party set forth in the Amended Credit Agreement and the other Loan Documents to which it is a party are true and correct in all material respects (or in all respects if the applicable representation or warranty is qualified by Material Adverse Effect or other materiality qualifier), except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties are true and correct in all material respects (or in all respects if the applicable representation or warranty is qualified by Material Adverse Effect or other materiality qualifier) as of such earlier date) and (ii) no Default or Event of Default has occurred and is continuing.

SECTION 5.

Effectiveness of this Amendment. This Amendment shall become effective as of the first date (the “Third Amendment Effective Date”) on which on which each of the following conditions is satisfied:

(a)

Amendment. The Administrative Agent shall have executed a counterpart of this Amendment, and the Administrative Agent (or its counsel) shall have received from each of Holdings, the Borrower, each other Loan Party and the Required Lenders a counterpart of this Amendment signed on behalf of such party (which, subject to Section 9.13(b) of the Credit Agreement, may include any Electronic Signatures transmitted by emailed .pdf or any other electronic means that reproduces an image of an actual executed signature page of this Amendment).

(b)

Officer’s Certificate. The Administrative Agent shall have received a certificate, dated as of the Third Amendment Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, certifying that the representations and warranties contained in Section 4 hereof are true and correct.

(c)

Fees and Expenses. The Administrative Agent shall have received all fees and other amounts earned, due and payable on or prior to the Third Amendment Effective Date under the Loan Documents or as separately agreed in writing by Holdings, the Borrower and JPMorgan Chase Bank, N.A., including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower thereunder.

The Administrative Agent shall promptly notify Holdings, the Borrower and the Lenders of the occurrence of the Third Amendment Effective Date and such notice shall be conclusive and binding.

SECTION 6.

Reaffirmation by the Loan Parties. Each Loan Party, as debtor, grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Loan Party grants Liens or security interests in its property or acts as a borrower or guarantor, hereby (a) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a

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party (after giving effect hereto) and (b) to the extent such Loan Party granted Liens on or security interests in any of its property pursuant to any such Loan Document as security for, or guaranteed, any Secured Obligations under the Loan Documents, ratifies and reaffirms such grant of Liens and security interests and such guarantee and confirms and agrees that such Lien and security interests hereafter secure and such guarantee hereafter guarantees such Secured Obligations as amended hereby. Each Loan Party hereby acknowledges that each of the Loan Documents to which it is a party remains in full force and effect and is hereby ratified and reaffirmed.

SECTION 7.

Effect of this Amendment. (a) Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Administrative Agent or any Lender or Issuing Bank under the Credit Agreement or any other Loan Document, and except as expressly set forth herein, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Loan Documents, all of which shall continue in full force and effect in accordance with the provisions thereof. Nothing herein shall be deemed to entitle the Borrower or any other Loan Party on any other occasion to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances.

(b)

On and after the Third Amendment Effective Date, each reference in the Existing Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import, as used in the Existing Credit Agreement, shall refer to the Amended Credit Agreement, and the term “Credit Agreement”, as used in any other Loan Document, shall mean the Amended Credit Agreement. This Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.

SECTION 8.

Counterparts. This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which, when taken together, shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment that is an Electronic Signature transmitted by emailed .pdf or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Amendment.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective authorized officers as of the day and year first above written.

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