Common use of Exchange Consideration Clause in Contracts

Exchange Consideration. Subject to and upon the terms and conditions of this Agreement, in full payment for the Purchased Shares, Pubco shall issue and deliver to the Sellers an aggregate number of Pubco Ordinary Shares (the “Exchange Shares”) with an aggregate value (the “Exchange Consideration”) equal to, without duplication, (i) One Hundred Twenty Five Million U.S. Dollars ($125,000,000), plus (or minus if negative) (ii) (A) the Net Working Capital less (B) the Target Net Working Capital Amount, minus (iii) the Closing Net Debt, and minus (iv) the amount of any unpaid Transaction Expenses as of the Closing, with each Pubco Ordinary Share valued at the Redemption Price, subject to withholding of the Escrow Shares in accordance with Section 2.3; provided, that the Exchange Shares otherwise deliverable to the Sellers after the Closing is subject to adjustment in accordance with Section 2.5 and reduction for the indemnification obligations set forth in Article IX, and a potential forfeiture with respect to a portion thereof in accordance with Section 2.6; and provided, further, that the Sellers listed in Schedule 2.2(a) (the “Class A Sellers”) shall receive solely the Pubco Class A Ordinary Shares (the “Class A Exchange Shares”) and the Sellers listed in Schedule 2.2(b) (the “Class B Sellers”) shall receive solely Pubco Class B Ordinary Shares (the “Class B Exchange Shares”). The aggregate number of Exchange Shares issued and delivered to the Sellers at the Closing shall be determined in accordance with Section 2.4. Each Seller shall receive its pro rata share of the applicable Exchange Shares, based on the number of Purchased Shares owned by such Seller, divided by the total number of Purchased Shares owned by all Sellers (such percentage being each such Seller’s “Pro Rata Share”), with each Class B Seller receiving (1) its Pro Rata Share of the Exchange Shares, solely in the form of Pubco Class B Ordinary Shares, (2) the Indemnity Escrow Shares (and any other Indemnity Escrow Property), and (3) the Earnout Escrow Shares (and any other Earnout Escrow Property), and in each case of (2) and (3) based on the relative Pro Rata Share as between the Class B Sellers.

Exchange Consideration. Subject (a) As set forth in the Exchange Agreements: (i) The valuation of the Company Shares contributed to and upon Holdco by the terms and conditions of this Agreement, in full payment for the Purchased Shares, Pubco shall issue and deliver to the Sellers an aggregate number of Pubco Company Shareholders against new Holdco Ordinary Shares (the “Exchange Shares”) with an aggregate value (the “Aggregate Exchange Consideration”) equal topursuant to the Exchanges shall be deemed to be, without duplication, (i) One Hundred Twenty Five Million U.S. Dollars ($125,000,000), plus (or minus if negative) (ii) (A) the Net Working Capital less (B) the Target Net Working Capital Amount, minus (iii) the Closing Net Debt, and minus (iv) the amount of any unpaid Transaction Expenses as of the ClosingSecond Exchange Effective Time, with each Pubco Ordinary Share valued at the Redemption Price, subject to withholding of the Escrow Shares in accordance with Section 2.3five billion three hundred thirty eight million three hundred fifty thousand dollars ($5,338,350,000); provided, that notwithstanding the Exchange above valuation of the Company Shares otherwise deliverable as agreed between the Parties, for purposes of implementing the contribution-in-kind of the Company Preferred Shares to Holdco under the Sellers after the Closing is subject to adjustment 1915 Law in accordance with Section 2.5 and reduction the First Exchange, the Holdco Board may value the Company Preferred Shares contributed to Holdco at their book value or at their fair market value. (ii) The Aggregate Exchange Consideration subscribed for by the indemnification obligations set forth Company Shareholders shall be paid in Article IX, and a potential forfeiture with respect to a portion thereof in accordance with Section 2.6; and provided, further, that the Sellers listed in Schedule 2.2(a) (the “Class A Sellers”) shall receive solely the Pubco Class A Holdco Ordinary Shares that shall be valued at ten dollars ($10.00) per Holdco Ordinary Share. The new Holdco Ordinary Shares making up the “Class A Aggregate Exchange Shares”) Consideration shall be allocated among the Company Shareholders pursuant to Section 2.01 of the Company Disclosure Schedule and the Sellers listed in Schedule 2.2(bPayment Spreadsheet. (b) At least seven (the “Class B Sellers”7) shall receive solely Pubco Class B Ordinary Shares (the “Class B Exchange Shares”). The aggregate number of Exchange Shares issued and delivered Business Days prior to the Sellers at Closing, SPAC shall cause the Closing shall be determined in accordance with Section 2.4. Each Seller shall receive its pro rata share Chief Operating Officer of the applicable Exchange Shares, based on the number of Purchased Shares owned by such Seller, divided by the total number of Purchased Shares owned by all Sellers (such percentage being each such Seller’s “Pro Rata Share”), with each Class B Seller receiving (1) its Pro Rata Share of the Exchange SharesSPAC, solely in his capacity as such, to deliver to the form Company a certificate certifying SPAC’s good faith estimate of Pubco Class B Ordinary Sharesthe SPAC Transaction Expenses, including reasonable supporting materials for the amount of each item included in SPAC Transaction Expenses. At least five (25) Business Days prior to the Closing Date, the Company shall cause the Chief Financial Officer of the Company, solely in his or her capacity as such, to deliver to SPAC a certificate certified by such Chief Financial Officer (solely in his or her capacity as such) setting forth: (i) the Indemnity Escrow Shares (and any other Indemnity Escrow Property)Company’s good faith estimate of the Company Transaction Expenses, including reasonable supporting materials for the amount of each item included in Company Transaction Expenses and (3ii) the Earnout Escrow Shares (Payment Spreadsheet and any other Earnout Escrow Property), and in each case of (2) and (3) based on the relative Pro Rata Share as between the Class B SellersRollover Spreadsheet.

Exchange Consideration. Subject to and upon the terms and conditions of this Agreement, in full payment (a) In exchange for the Purchased Shares, Pubco shall issue Interests of the Holders and deliver subject to the Sellers an provisions of Section 2.3(b) below, at the Closing Holdings will issue to the Holders the aggregate number of Pubco Ordinary Shares shares of Holdings Common Stock (rounded up to the “Exchange Shares”nearest whole number of shares) with an aggregate value (the “Exchange Consideration”) equal to, without duplication, (i) One determined by dividing Eighty-Seven Million Five Hundred Twenty Five Million U.S. Thousand Dollars ($125,000,00087,500,000) by the Average Closing Price (as hereinafter defined) of ATMI Common Stock (the "Exchange Consideration"). The Exchange Consideration shall be deemed to be allocated to each Holder as consideration for the exchange of the Holder's Interests in the various ADCS Group entities, as set forth on SCHEDULE 2.3(a), plus (or minus if negative) (ii) (A) according to the Net Working Capital less (B) Holders' relative pro rata ownership percentage of the Target Net Working Capital AmountInterests in such ADCS Group entity, minus (iii) the Closing Net Debt, and minus (iv) determined by the amount which each Holder's respective ownership bears to the aggregate ownership of any unpaid Transaction Expenses all of the Holders in such entity. The pro rata portion of the aggregate Exchange Consideration allocated to each Holder is referred to herein as the "Pro Rata Portion." (b) In the event that the combined book value of the ADCS Group and the ADCS Group Subsidiaries (as hereinafter defined) determined as of the ClosingClosing Date in accordance with generally accepted accounting principles is less than $10,000,000 by an amount greater than $500,000, with each Pubco Ordinary Share valued at the Redemption Price, subject number of shares of Holdings Common Stock to withholding of the Escrow Shares be issued in accordance with Section 2.3; provided, that the Exchange Shares otherwise deliverable to the Sellers after the Closing is subject to adjustment in accordance with Section 2.5 and reduction for the indemnification obligations set forth in Article IX, and 2.3(a) above shall be decreased by a potential forfeiture with respect to a portion thereof in accordance with Section 2.6; and provided, further, that the Sellers listed in Schedule 2.2(a) (the “Class A Sellers”) shall receive solely the Pubco Class A Ordinary Shares (the “Class A Exchange Shares”) and the Sellers listed in Schedule 2.2(b) (the “Class B Sellers”) shall receive solely Pubco Class B Ordinary Shares (the “Class B Exchange Shares”). The aggregate number of Exchange Shares issued and delivered shares equal to (1) $10,000,000 less (2) the Sellers at the Closing shall be determined in accordance with Section 2.4. Each Seller shall receive its pro rata share book value as of the applicable Exchange Shares, based on the number of Purchased Shares owned by such SellerClosing, divided by the total number Average Closing Price, and the Holders shall, in the manner provided below and in the Escrow Agreement (as hereinafter defined) return any excess shares of Purchased Shares owned Holdings Common Stock to Holdings. The shares of Holdings Common Stock delivered into escrow pursuant to the Escrow Agreement (as hereinafter defined) shall stand as security for the Holders' obligations under this Section 2.3(b). The determination of book value will be made by all Sellers Holdings no later than ninety (such percentage being each such Seller’s “Pro Rata Share”90) days after the Closing Date, and written notice thereof shall be provided to the Holders and the escrow agent under the Escrow Agreement. Such written notice shall indicate a date (the "Demand Date"), with each Class B Seller receiving no earlier than ten (110) its Pro Rata Share business days after the date on which such notice is received, on or after which Holdings may make demand upon the escrow agent for such excess shares. If Holders owning seventy percent (70%) or more of the Exchange SharesConsideration notify Holdings and the escrow agent in writing prior to the Demand Date that they do not agree with such book value, solely the Demand Date will be postponed and such Holders and Holdings will attempt to agree on the book value within sixty (60) days after Holdings' determination thereof. If such Holders and Holdings are unable to agree, then Ernst & Young LLP or such other nationally recognized accounting firm acceptable to Holdings and the Holders owning seventy percent (70%) or more of the Exchange Consideration shall make such determination which shall be final and binding on all parties. The escrow agent is authorized to rely without investigation and to release to Holdings the excess shares upon (i) a demand made by Holdings after the Demand Date if Holders owning seventy percent (70%) or more of the Exchange Consideration have not notified the escrow agent in writing of an objection prior to the form of Pubco Class B Ordinary SharesDemand Date, (2ii) a written determination from Ernst & Young LLP or such other nationally recognized accounting firm, or (iii) any writing signed by Holdings and the Indemnity Escrow Shares Holders owning seventy percent (and any other Indemnity Escrow Property70%) or more of the Exchange Consideration (each of (i), and (3) the Earnout Escrow Shares (and any other Earnout Escrow Property), and in each case of (2ii) and (3iii) based shall constitute an Adjustment Notice for purposes of Section 4(b) of the Escrow Agreement). 13 14 (c) The Exchange Consideration, the amount and calculation of which shall be set forth on a certificate executed by each of the relative parties at the Closing, will be allocated among the Holders according to their respective Pro Rata Portions. Share certificates evidencing the Exchange Consideration shall be delivered to the Holders at the Closing, if at all practicable; and if not, then irrevocable instructions regarding the issuance of the Exchange Consideration to each of the Holders shall be delivered to the Exchange Agent at Closing with the certificates representing the Exchange Consideration to be delivered as between soon as practicable thereafter. No fractional shares of Holdings Common Stock shall be issuable by Holdings to any Holder in connection with the Class B SellersExchange. In lieu of any such fractional shares, each Holder who would otherwise have been entitled to receive a fraction of a share of Holdings Common Stock shall be entitled to receive instead an amount in cash equal to such fraction multiplied by the Average Closing Price.

Exchange Consideration. Subject to and upon the terms and conditions of this Agreement, in full payment (a) In exchange for the Purchased Shares, Pubco shall issue Interests of the Holders and deliver subject to the Sellers an provisions of Section 2.3(b) below, at the Closing Holdings will issue to the Holders the aggregate number of Pubco Ordinary Shares shares of Holdings Common Stock (rounded up to the “Exchange Shares”nearest whole number of shares) with an aggregate value (the “Exchange Consideration”) equal to, without duplication, (i) One determined by dividing Eighty-Seven Million Five Hundred Twenty Five Million U.S. Thousand Dollars ($125,000,00087,500,000) by the Average Closing Price (as hereinafter defined) of ATMI Common Stock (the "Exchange Consideration"). The Exchange Consideration shall be deemed to be allocated to each Holder as consideration for the exchange of the Holder's Interests in the various ADCS Group entities, as set forth on SCHEDULE 2.3(A), plus (or minus if negative) (ii) (A) according to the Net Working Capital less (B) Holders' relative pro rata ownership percentage of the Target Net Working Capital AmountInterests in such ADCS Group entity, minus (iii) the Closing Net Debt, and minus (iv) determined by the amount which each Holder's respective ownership bears to the aggregate ownership of any unpaid Transaction Expenses all of the Holders in such entity. The pro rata portion of the aggregate Exchange Consideration allocated to each Holder is referred to herein as the "Pro Rata Portion." (b) In the event that the combined book value of the ADCS Group and the ADCS Group Subsidiaries (as hereinafter defined) determined as of the ClosingClosing Date in accordance with generally accepted accounting principles is less than $10,000,000 by an amount greater than $500,000, with each Pubco Ordinary Share valued at the Redemption Price, subject number of shares of Holdings Common Stock to withholding of the Escrow Shares be issued in accordance with Section 2.3; provided, that the Exchange Shares otherwise deliverable to the Sellers after the Closing is subject to adjustment in accordance with Section 2.5 and reduction for the indemnification obligations set forth in Article IX, and 2.3(a) above shall be decreased by a potential forfeiture with respect to a portion thereof in accordance with Section 2.6; and provided, further, that the Sellers listed in Schedule 2.2(a) (the “Class A Sellers”) shall receive solely the Pubco Class A Ordinary Shares (the “Class A Exchange Shares”) and the Sellers listed in Schedule 2.2(b) (the “Class B Sellers”) shall receive solely Pubco Class B Ordinary Shares (the “Class B Exchange Shares”). The aggregate number of Exchange Shares issued and delivered shares equal to (1) $10,000,000 less (2) the Sellers at the Closing shall be determined in accordance with Section 2.4. Each Seller shall receive its pro rata share book value as of the applicable Exchange Shares, based on the number of Purchased Shares owned by such SellerClosing, divided by the total number Average Closing Price, and the Holders shall, in the manner provided below and in the Escrow Agreement (as hereinafter defined) return any excess shares of Purchased Shares owned Holdings Common Stock to Holdings. The shares of Holdings Common Stock delivered into escrow pursuant to the Escrow Agreement (as hereinafter defined) shall stand as security for the Holders' obligations under this Section 2.3(b). The determination of book value will be made by all Sellers Holdings no later than ninety (such percentage being each such Seller’s “Pro Rata Share”90) days after the Closing Date, and written notice thereof shall be provided to the Holders and the escrow agent under the Escrow Agreement. Such written notice shall indicate a date (the "Demand Date"), with each Class B Seller receiving no earlier than ten (110) its Pro Rata Share business days after the date on which such notice is received, on or after which Holdings may make demand upon the escrow agent for such excess shares. If Holders owning seventy percent (70%) or more of the Exchange SharesConsideration notify Holdings and the escrow agent in writing prior to the Demand Date that they do not agree with such book value, solely the Demand Date will be postponed and such Holders and Holdings will attempt to agree on the book value within sixty (60) days after Holdings' determination thereof. If such Holders and Holdings are unable to agree, then Ernst & Young LLP or such other nationally recognized accounting firm acceptable to Holdings and the Holders owning seventy percent (70%) or more of the Exchange Consideration shall make such determination which shall be final and binding on all parties. The escrow agent is authorized to rely without investigation and to release to Holdings the excess shares upon (i) a demand made by Holdings after the Demand Date if Holders owning seventy percent (70%) or more of the Exchange Consideration have not notified the escrow agent in writing of an objection prior to the form of Pubco Class B Ordinary SharesDemand Date, (2ii) a written determination from Ernst & Young LLP or such other nationally recognized accounting firm, or (iii) any writing signed by Holdings and the Indemnity Escrow Shares Holders owning seventy percent (and any other Indemnity Escrow Property70%) or more of the Exchange Consideration (each of (i), and (3) the Earnout Escrow Shares (and any other Earnout Escrow Property), and in each case of (2ii) and (3iii) based shall constitute an Adjustment Notice for purposes of Section 4(b) of the Escrow Agreement). (c) The Exchange Consideration, the amount and calculation of which shall be set forth on a certificate executed by each of the relative parties at the Closing, will be allocated among the Holders according to their respective Pro Rata Portions. Share certificates evidencing the Exchange Consideration shall be delivered to the Holders at the Closing, if at all practicable; and if not, then irrevocable instructions regarding the issuance of the Exchange Consideration to each of the Holders shall be delivered to the Exchange Agent at Closing with the certificates representing the Exchange Consideration to be delivered as between soon as practicable thereafter. No fractional shares of Holdings Common Stock shall be issuable by Holdings to any Holder in connection with the Class B SellersExchange. In lieu of any such fractional shares, each Holder who would otherwise have been entitled to receive a fraction of a share of Holdings Common Stock shall be entitled to receive instead an amount in cash equal to such fraction multiplied by the Average Closing Price.

Exchange Consideration. Subject (a) The exchange consideration (the "Exchange ---------------------- Consideration") to be paid by Purchaser to Seller for the conveyance of the Assets and upon Sites shall be certain equipment as herein described with a value of Eleven Million One Hundred Thirty Six Thousand Six Hundred Seventeen and No/100 Dollars ($11,136,617.00) at Closing, as such amount may be reduced as set forth in Paragraph 6 herein. (b) Seller desires, and Purchaser is willing, to effectuate the conveyance of the Assets and Sites by means of an exchange of "like-kind" property ("Exchange") which will qualify as such under Section 1031 of the Internal Revenue Code of 1986, as amended (the "IRC") and the regulations promulgated thereunder. Purchaser shall acquire like-kind property designated by Seller ("Exchange Property"), and to cause an Exchange of the Exchange Property as provided in this Section. (c) For purposes of the like-kind exchange provided for herein, Seller designates the Exchange Property as shown on Exhibit "K", attached hereto ------------ and by this reference incorporated herein. (d) At the Closing Seller shall convey the Assets and Sites to Purchaser, and Purchaser shall acquire the Exchange Property but Purchaser shall have no obligation to acquire the Exchange Property to the extent Purchaser is not obligated to acquire the Assets under this Agreement. If the cost of the Exchange Property exceeds the Exchange Consideration as prorated and adjusted in accordance with the terms and conditions of this Agreement, Seller shall pay the amount of such excess to Purchaser at the Closing. If Purchaser's credit for all Exchange Property is less than the Exchange Consideration as prorated and adjusted in full payment accordance with the terms hereof, Purchaser shall pay the amount of such deficiency to Seller at the Closing as set forth in this Agreement. Said amount shall be paid in cash, or by wire transfer, to an account designated by Seller for that purpose. Alternatively, at the Purchased Sharesoption of Seller, Pubco said deficiency shall issue be paid as set forth in subparagraph (f) below. (e) Purchaser shall cause the conveyance of the Exchange Property to Seller by xxxx of sale at the Closing, without representation or warranty or any kind, on an "as is - where is" basis, but Purchaser shall assign any warranties it receives on the Exchange Property, without recourse. (f) If Seller fails to designate any of the Exchange Property by the date of the Closing, Purchaser shall be obligated to pay the Exchange Consideration set forth in this Agreement on the date of Closing and deliver Seller shall instruct Purchaser on said date to make payable all or any portion of the net cash proceeds of the Exchange Consideration in excess of any credit for any Exchange Property acquired by Purchaser and conveyed to Seller (such funds being hereinafter called the "Escrow Fund") to an escrow agent acceptable to Seller and Purchaser (the "Escrow Agent") but Purchaser shall have no such obligation to the Sellers extent Purchaser is not obligated to acquire the Assets under this Agreement. The Assets will be conveyed by Seller to Purchaser immediately upon Purchaser's payment of such amount. The Escrow Fund shall be deposited into an aggregate number interest bearing escrow account designated for that purpose. All interest on the Escrow Fund so deposited shall accrue to the benefit of Pubco Ordinary Shares Seller except that all such accrued interest shall be paid to Purchaser upon Seller's default under Paragraph 12. The Escrow Fund shall be held by Escrow Agent. Seller shall, within forty-five (45) days after the “date of the Closing, identify Exchange Shares”) Property to be acquired by Purchaser and give notice thereof to Purchaser, and all such notices shall be deemed to be a part of this Agreement for all purposes. Upon identification of any Exchange Property by Seller, Purchaser shall use commercially reasonable efforts to enter into a contract or option to purchase such parcel or parcels of Exchange Property on terms acceptable to Seller and Purchaser and approved in writing by Seller and Purchaser prior to execution of any such contract or option by Purchaser and thereafter to acquire such parcel or parcels of Exchange Property in accordance with an aggregate value (the “provisions of this Paragraph. Purchaser shall not execute a contract to acquire any Exchange Consideration”) equal toProperty until Seller has approved the same. The Escrow Fund shall be disbursed and used to acquire any Exchange Property so identified by Seller, without duplicationand Seller shall pay the cost of the acquisition of any Exchange Property in excess of the amount of the Escrow Fund. Purchaser shall cause the conveyance of the Exchange Property to Seller simultaneously with Purchaser's acquisition thereof, in accordance with the provisions of this Paragraph. Purchaser's obligation to acquire Exchange Property hereunder shall expire on the earlier of (i) One Hundred Twenty Five Million U.S. Dollars ($125,000,000)any default by Seller under this Agreement, plus (or minus if negative) (ii) that date which is one hundred eighty (A180) days after the Net Working Capital less (B) date of the Target Net Working Capital AmountClosing, minus or (iii) the Closing Net Debttime for filing of Seller's federal income tax return(s) for the tax year ending December 31, 1998, and minus any lawful extension thereof (iv) the amount of any unpaid Transaction Expenses as of "Exchange Deadline"), upon which date the Closing, with each Pubco Ordinary Share valued at the Redemption Price, subject to withholding undisbursed balance of the Escrow Shares in accordance with Section 2.3; provided, that the Fund shall be promptly paid to Seller. Purchaser and Seller shall diligently act to cause any Exchange Shares otherwise deliverable to close and/or escrow funds to be disbursed prior to the Sellers after the Closing is subject to adjustment in accordance with Section 2.5 and reduction for the indemnification obligations set forth in Article IX, and a potential forfeiture with respect to a portion thereof in accordance with Section 2.6; and provided, further, that the Sellers listed in Schedule 2.2(a) (the “Class A Sellers”) shall receive solely the Pubco Class A Ordinary Shares (the “Class A Exchange Shares”) and the Sellers listed in Schedule 2.2(b) (the “Class B Sellers”) shall receive solely Pubco Class B Ordinary Shares (the “Class B Exchange Shares”). The aggregate number of Exchange Shares issued and delivered to the Sellers at the Closing shall be determined in accordance with Section 2.4. Each Seller shall receive its pro rata share of the applicable Exchange Shares, based on the number of Purchased Shares owned by such Seller, divided by the total number of Purchased Shares owned by all Sellers (such percentage being each such Seller’s “Pro Rata Share”), with each Class B Seller receiving (1) its Pro Rata Share expiration of the Exchange SharesDeadline and agree to cooperate fully with each other in that regard. (g) On receipt of instructions from Purchaser, solely which have been approved by Seller, at any time before the Exchange Deadline, the Escrow Agent shall apply all or any portion of the funds in the form Escrow Fund toward the purchase by Purchaser of Pubco Class B Ordinary SharesExchange Property. Such disbursements may be made in one or more payments and to such persons, (2) the Indemnity Escrow Shares (and any other Indemnity Escrow Property)business entities, title companies, or otherwise, and as xxxxxxx money deposits or cash due at closing or otherwise, as Purchaser, with Seller's approval, may instruct. In no event shall Seller have use or control of the funds deposited in the Escrow Fund pursuant to the provisions hereof prior to the termination of the Escrow Fund except as elsewhere expressly provided in this Agreement. (3h) Purchaser shall not be responsible for enforcing any contract or option to purchase any Exchange Property, but Purchaser shall cooperate with Seller in bringing any such action and shall permit Seller to use Purchaser's name in connection therewith, as Seller may reasonably request and at Seller's sole cost and expense. Purchaser shall not be obligated to expend any sum of money in connection with the Earnout Escrow Shares acquisition of any Exchange Property prior to the date of Closing. All contracts for the acquisition of Exchange Property shall provide that the xxxxxxx money deposit thereunder will constitute the liquidated damages and the exclusive remedy of the seller thereunder in the event of a default by Purchaser thereunder. If the seller under any contract for the acquisition of Exchange Property fails or refuses to perform according to the terms thereof, Purchaser shall notify Seller of such failure and, at Seller's sole option, Purchaser shall assign such agreement to Seller, without any further obligation or liability in connection therewith. All such contracts and options for the acquisition of Exchange Property shall contain a provision permitting Purchaser to freely assign such contracts and options at any time to Seller. (i) If the language of any clause in this Paragraph is deemed to negate a like-kind transfer, neither party will assert a position other than that such language should be interpreted and any other Earnout Escrow Property)applied in order to comply with the requirements of the IRC, the regulations promulgated thereunder, and the case law interpreting same. (j) Purchaser makes no warranty or representation of any kind whatsoever that any exchange of property contemplated hereunder will in each case fact and law qualify as a like-kind exchange under the IRC. Neither party will assert the position, however, that failure of (2) any exchange to so qualify will affect the validity or enforceability of this Agreement for the conveyance of the Assets by Seller to Purchaser as provided for herein. Seller indemnifies and (3) based on holds harmless Purchaser from and against all loss, cost, expense and damages suffered or incurred by Purchaser at any time by virtue of or arising in connection with the relative Pro Rata Share as between Seller's use of this Exchange to convey the Class B SellersAssets.

Exchange Consideration. (a) Subject to and upon the terms and conditions of this Agreement, at the Closing, in full payment for the Purchased SharesShares in the Share Exchange, Pubco each Seller shall be entitled to receive from Purchaser, and the Purchaser shall issue and deliver to such Seller, for each Purchased Share, without interest, a number of the Exchange Consideration Shares that is equal to the Sellers an aggregate number of Pubco Ordinary Shares (the “Exchange Shares”) with an aggregate value Ratio (the “Exchange Consideration”) equal to, without duplication, (i) One Hundred Twenty Five Million U.S. Dollars ($125,000,000), plus (or minus if negative) (ii) (A) the Net Working Capital less (B) the Target Net Working Capital Amount, minus (iii) the Closing Net Debt, and minus (iv) the amount of any unpaid Transaction Expenses as of the Closing, with each Pubco Ordinary Share valued at the Redemption Price, subject to the withholding of such Seller’s Pro Rata Share of the Escrow Earnout Shares in accordance with Section 2.3; provided3.6 below. For avoidance of any doubt, that after the Closing, each Seller will cease to have any rights with respect to the Company Shares, except the right to receive the Exchange Consideration (subject to the withholding of the Earnout Shares). Notwithstanding anything to the contrary contained herein, no fraction of a Purchaser Ordinary Share will be issued by Purchaser to a Seller by virtue of this Agreement or the transactions contemplated hereby, and each Seller who would otherwise be entitled to a fraction of a Purchaser Ordinary Share (after aggregating all fractional Purchaser Ordinary Shares that would otherwise deliverable be received by such Seller) shall instead have the number of Purchaser Ordinary Shares issued to such Seller rounded up or down in the aggregate to the nearest whole Purchaser Ordinary Share. For the avoidance of doubt, no holder of Company Shares will receive any consideration under or in connection with this Agreement unless they are Sellers hereunder, either as a Signing Seller or as a Joining Seller, and then only with respect to the issued and outstanding Company Shares that they own. (b) At the Closing, the Purchaser shall cause the Exchange Consideration to be issued to the Sellers after in exchange for their Company Shares based on the Closing is Conversion Ratio (subject to adjustment the withholding of each Seller’s pro rata portion of the Earnout Shares in accordance with Section 2.5 and reduction for 3.6 below). (c) At the indemnification obligations set forth Closing, each Seller will deliver to the Purchaser the duly executed share transfer form in Article IXrespect of its Company Shares, and the certificate(s), if any, representing Company Shares (“Company Certificates”), and the Company shall simultaneously deliver a potential forfeiture certified copy of the minutes of a meeting or resolutions of its directors approving the registration of such transfers of the Company Shares in favor of the Purchaser or as may otherwise be provided and such other matters as may be agreed beforehand by the Company and Parent. In the event any Company Certificates shall have been lost, stolen or destroyed, the Purchaser shall cause to be issued in exchange for such lost, stolen or destroyed Company Certificates and for each such share, upon the making of an affidavit of that fact by the holder thereof in form and substance reasonably acceptable to the Purchaser; provided, however, that Purchaser may, in its reasonable discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Purchaser with respect to a portion thereof the certificates alleged to have been lost, stolen or destroyed. (d) Without limiting the other provisions of this Agreement, if at any time during the period between the date of this Agreement and the Closing, any change in accordance with Section 2.6; and provided, further, that the Sellers listed in Schedule 2.2(a) (outstanding securities of the “Class A Sellers”) shall receive solely the Pubco Class A Purchaser Ordinary Shares shall occur (other than the “Class A issuance of additional shares of capital stock of Purchaser as permitted by this Agreement), including by reason of any reclassification, recapitalization, stock split (including a reverse stock split), or combination, exchange, readjustment of shares, or similar transaction, or any stock dividend or distribution paid in stock, the Exchange Shares”) and the Sellers listed in Schedule 2.2(b) (the “Class B Sellers”) shall receive solely Pubco Class B Ordinary Shares (the “Class B Exchange Shares”). The aggregate number of Exchange Shares issued and delivered to the Sellers at the Closing shall be determined in accordance with Section 2.4. Each Seller shall receive its pro rata share of the applicable Exchange Consideration Shares, based on the number of Purchased Shares owned by such Seller, divided by the total number of Purchased Shares owned by all Sellers (such percentage being each such Seller’s “Pro Rata Share”), with each Class B Seller receiving (1) its Pro Rata Share of the Exchange Shares, solely in the form of Pubco Class B Ordinary Shares, (2) the Indemnity Escrow Shares (Ratio and any other Indemnity Escrow Property)amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such change; provided, and (3) however, that this sentence shall not be construed to permit Purchaser to take any action with respect to its securities that is prohibited by the Earnout Escrow Shares (and any other Earnout Escrow Property), and in each case terms of (2) and (3) based on the relative Pro Rata Share as between the Class B Sellersthis Agreement.

Exchange Consideration. Subject At the Closing, subject to and an upon the terms and conditions of this Agreement, in full payment as consideration for the Purchased Shares, Pubco shall issue and deliver to the Sellers an aggregate collectively shall be entitled to have issued to them by the Purchaser, in the aggregate, a number of Pubco Ordinary Shares shares of Purchaser Class A Common Stock (the “Exchange Shares”) with an aggregate value equal to (the “Exchange Consideration”) (a) equal to, without duplication, (i) One Two Hundred Twenty Five Fifty Million U.S. Dollars ($125,000,000250,000,000), plus multiplied by (or minus if negativeb) a percentage equal to (the “Purchased Share Percentage”) (i) the total number of Purchased Shares, divided by (ii) (A) the Net Working Capital less (B) the Target Net Working Capital Amount, minus (iii) the Closing Net Debt, total number of issued and minus (iv) the amount of any unpaid Transaction Expenses as outstanding capital shares of the Closing, with each Pubco Ordinary Share valued at the Redemption Price, subject to withholding of the Escrow Shares in accordance with Section 2.3; provided, that the Exchange Shares otherwise deliverable to the Sellers after the Closing is subject to adjustment in accordance with Section 2.5 and reduction for the indemnification obligations set forth in Article IX, and a potential forfeiture with respect to a portion thereof in accordance with Section 2.6; and provided, further, that the Sellers listed in Schedule 2.2(a) (the “Class A Sellers”) shall receive solely the Pubco Class A Ordinary Shares (the “Class A Exchange Shares”) and the Sellers listed in Schedule 2.2(b) (the “Class B Sellers”) shall receive solely Pubco Class B Ordinary Shares (the “Class B Exchange Shares”). The aggregate number of Exchange Shares issued and delivered to the Sellers at the Closing shall be determined in accordance with Section 2.4Company. Each Seller shall receive its pro rata share of the applicable Exchange Shares, Shares based on the number percentage of Purchased Shares owned by such Seller, divided by Seller as compared to the total number of Purchased Shares owned by all Sellers issued and outstanding capital shares of the Company (such percentage being each such Seller’s “Pro Rata Share”). Notwithstanding anything to the contrary contained herein, with no fraction of a share of Purchaser Class A Common Stock will be issued by the Purchaser by virtue of this Agreement or the transactions contemplated hereby, and each Person who would otherwise be entitled to a fraction of a share of Purchaser Class B Seller receiving A Common Stock (1after aggregating all fractional shares of Purchaser Class A Common Stock that would otherwise be received by such Person) its Pro Rata Share shall instead have the number of the Exchange Shares, solely shares of Purchaser Class A Common Stock issued to such Person rounded down in the form aggregate to the nearest whole share of Pubco Purchaser Class B Ordinary SharesA Common Stock. Additionally, (2) after the Indemnity Escrow Closing, subject to the terms and conditions set forth in this Agreement, the Earnout Sellers shall have the contingent right to receive Earnout Shares (and from the Purchaser as additional consideration if the applicable Share Price Targets as set forth in Section 1.3 are satisfied. For the avoidance of doubt, no holder of Company Securities will receive any other Indemnity Escrow Property)consideration under or in connection with this Agreement unless they are a Seller hereunder, either as a Signing Seller or a Joining Seller, and (3) then only with respect to the Earnout Escrow issued and outstanding Company Ordinary Shares (and any other Earnout Escrow Property), and in each case of (2) and (3) based on the relative Pro Rata Share as between the Class B Sellersthat they own.

Exchange Consideration. Subject At the Closing, subject to and an upon the terms and conditions of this Agreement, in full payment as consideration for the Purchased Shares, Pubco shall issue and deliver to the Sellers an aggregate collectively shall be entitled to have issued to them by the Purchaser, in the aggregate, a number of Pubco Ordinary Shares shares of Purchaser Class A Common Stock (the “Exchange Shares”) with an aggregate value equal to (a) Two Hundred Fifty Million U.S. Dollars ($250,000,000), multiplied by (b) the percentage (the “Purchased Share Percentage”) equal to (i) the total number of Purchased Shares, divided by (ii) the total number of issued and outstanding capital shares of the Company plus the number of capital shares of the Company held in treasury (the “Exchange Consideration”) ). For each Purchased Share held by a Seller immediately prior to the Closing, such Seller shall receive a number of Exchange Shares equal to, without duplication, (i) One Hundred Twenty Five Million U.S. Dollars ($125,000,000), plus (or minus if negative) (ii) to (A) the Net Working Capital less such Seller’s Pro Rata Share divided by (B) the Target Net Working Capital Amount, minus (iii) the Closing Net Debt, and minus (iv) the amount of any unpaid Transaction Expenses as of the ClosingRedemption Price, with each Pubco Ordinary Share valued at the Redemption Price, subject Seller’s “Pro Rata Share” to withholding of the Escrow Shares in accordance with Section 2.3; provided, that the Exchange Shares otherwise deliverable to the Sellers after the Closing is subject to adjustment in accordance with Section 2.5 and reduction for the indemnification obligations set forth in Article IX, and a potential forfeiture with respect to a portion thereof in accordance with Section 2.6; and provided, further, that the Sellers listed in Schedule 2.2(a) (the “Class A Sellers”) shall receive solely the Pubco Class A Ordinary Shares (the “Class A Exchange Shares”) and the Sellers listed in Schedule 2.2(b) (the “Class B Sellers”) shall receive solely Pubco Class B Ordinary Shares (the “Class B Exchange Shares”). The aggregate number of Exchange Shares issued and delivered to the Sellers at the Closing shall be determined in accordance with Section 2.4. Each Seller shall receive its pro rata share of the applicable Exchange Shares, based on the number percentage of Purchased Shares owned by such Seller, divided by Seller as compared to the total number of Purchased Shares owned by all Sellers (such percentage being each such Seller’s “Pro Rata Share”), with each Class B Seller receiving (1) its Pro Rata Share issued and outstanding capital shares of the Exchange SharesCompany plus the number of capital shares of the Company held in treasury. Any capital shares of the company held in treasury immediately after the Closing will be cancelled by the Company. Notwithstanding anything to the contrary contained herein, solely no fraction of a share of Purchaser Class A Common Stock will be issued by the Purchaser by virtue of this Agreement or the transactions contemplated hereby, and each Person who would otherwise be entitled to a fraction of a share of Purchaser Class A Common Stock (after aggregating all fractional shares of Purchaser Class A Common Stock that would otherwise be received by such Person) shall instead have the number of shares of Purchaser Class A Common Stock issued to such Person rounded down in the form aggregate to the nearest whole share of Pubco Purchaser Class B Ordinary SharesA Common Stock. Additionally, (2) after the Indemnity Escrow Closing, subject to the terms and conditions set forth in this Agreement, the Earnout Sellers shall have the contingent right to receive Earnout Shares (and from the Purchaser as additional consideration if the applicable Share Price Targets as set forth in Section 1.3 are satisfied. For the avoidance of doubt, no holder of Company Securities will receive any other Indemnity Escrow Property)consideration under or in connection with this Agreement unless they are a Seller hereunder, either as a Signing Seller or a Joining Seller, and (3) then only with respect to the Earnout Escrow issued and outstanding Company Ordinary Shares (and any other Earnout Escrow Property), and in each case of (2) and (3) based on the relative Pro Rata Share as between the Class B Sellersthat they own.

Exchange Consideration. (a) Subject to and upon the terms and conditions of this Agreement, in full payment for the Purchased Shares, Pubco shall issue and deliver to the Sellers Seller, a combination of Pubco Ordinary Shares and Pubco Warrants (the “Exchange Consideration”) equal to up to Four Hundred Fifty Million Dollars ($450,000,000) consisting of (i) an aggregate number of Pubco Ordinary Shares (the “Base Exchange Shares”) with an aggregate value (the “Exchange Consideration”) equal to, without duplication, (iA) One base consideration of Three Hundred Twenty Five Million U.S. Dollars ($125,000,000300,000,000), (B) plus (or minus if negative) (ii) (A) the Net Working Capital less (B) the Target Net Working Capital Amount, minus (iii) the Closing Net DebtCapital, and minus (iv) the amount of any unpaid Transaction Expenses as of the ClosingClosing Debt, with each Pubco Ordinary Share valued at the Redemption Per Share Price, subject to withholding of the Escrow Shares in accordance with Section 2.3; provided, that the Exchange Shares otherwise deliverable to the Sellers after the Closing is subject to adjustment in accordance with Section 2.5 and reduction for 2.3, (ii) Six Million Pubco Warrants (the indemnification obligations set forth in Article IX“Exchange Warrants”), and a potential forfeiture with respect to a portion thereof (iii) if earned in accordance with Section 2.6; and provided2.5, furtherup to Fifteen Million Pubco Ordinary Shares, that with each Pubco Ordinary Share valued at the Sellers listed in Schedule 2.2(a) Per Share Price (the “Class A SellersEarnout Shares”) shall receive solely , and together with the Pubco Class A Ordinary Shares (Base Exchange Share, the “Class A Exchange Shares”) and the Sellers listed in Schedule 2.2(b) (the “Class B Sellers”) shall receive solely Pubco Class B Ordinary Shares (the “Class B Exchange Shares”). . (b) The aggregate number of Parties acknowledge and agree that (i) at the Closing, Seller shall provide written instructions to Pubco and its transfer agent to issue and deliver the Base Exchange Shares issued (less the Escrow Shares) and delivered the Exchange Warrants, otherwise issuable and deliverable to solely to Seller to the Sellers at Designated Share Recipients in accordance with the Closing shall be determined percentage set forth opposite the name of each such Designated Share Recipient in Annex I and (ii) if a Revenue Target is met in accordance with Section 2.4. Each 2.5, the Seller Representative shall receive its pro rata share of provide written instructions to the Escrow agent to deliver the applicable Exchange Shares, based on the number of Purchased Earnout Exchange Shares owned by such Seller, divided by to the total number Designated Share Recipients in accordance with the percentage set forth opposite the name of Purchased Shares owned by all Sellers (such percentage being each such Seller’s “Pro Rata Share”), with each Class B Seller receiving (1) its Pro Rata Designated Share of the Exchange Shares, solely Recipients in the form of Pubco Class B Ordinary Shares, (2) the Indemnity Escrow Shares (and any other Indemnity Escrow Property), and (3) the Earnout Escrow Shares (and any other Earnout Escrow Property), and in each case of (2) and (3) based on the relative Pro Rata Share as between the Class B SellersAnnex II.

Exchange Consideration. Subject (a) As set forth in the Exchange Agreements: (i) The valuation of the Company Ordinary Shares contributed to and upon Holdco by the terms and conditions of this Agreement, in full payment for the Purchased Company Shareholders against new Holdco Shares, Pubco shall issue and deliver as applicable, pursuant to the Sellers an aggregate number Exchange shall be deemed to be, as of Pubco Ordinary Shares the Exchange Effective Time, the sum of (A) $971,286,889 and (B) the amount, if any, by which the SPAC Transaction Expenses exceed the SPAC Transaction Expenses Cap (the “Exchange Shares”sum of (A) with an aggregate value and (B), collectively, the “Exchange Consideration”). Appendix A sets forth an illustrative calculation of the capitalization of Holdco immediately following the consummation of the Transactions (assuming no Redemptions by the holders of SPAC Ordinary Shares and excluding any Holdco Warrants). (ii) equal toThe Exchange Consideration subscribed for by the Company Shareholders shall be paid in Holdco Ordinary Shares that shall be valued at $10.00 per Holdco Ordinary Share and, without duplicationin the case of IFC, also in Holdco Redeemable B Shares that shall be valued at $10.00 per Holdco Redeemable B Share. The Holdco Shares making up the Exchange Consideration shall be allocated among the Company Shareholders pursuant to Section 2.02 of the Company Disclosure Schedule and the Payment Spreadsheet. (b) At least seven (7) Business Days prior to the Closing (except as may otherwise be agreed in writing by the Company and SPAC), SPAC shall cause the Chief Operating Officer of SPAC, solely in his capacity as such, to deliver to the Company a certificate certifying SPAC’s good faith estimate of the SPAC Transaction Expenses, including reasonable supporting materials for the amount of each item included in SPAC Transaction Expenses. At least five (5) Business Days prior to the Closing Date (except as may otherwise be agreed in writing by the Company and SPAC), the Company shall cause the Chief Financial Officer of the Company, solely in his or her capacity as such, to deliver to SPAC a certificate certified by such Chief Financial Officer (solely in his or her capacity as such) setting forth: (i) One Hundred Twenty Five Million U.S. Dollars ($125,000,000)the Company’s good faith estimate of the Company Transaction Expenses, plus (or minus if negative) including reasonable supporting materials for the amount of each item included in Company Transaction Expenses and (ii) (A) the Net Working Capital less (B) the Target Net Working Capital Amount, minus (iii) the Closing Net Debt, and minus (iv) the amount of any unpaid Transaction Expenses as of the Closing, with each Pubco Ordinary Share valued at the Redemption Price, subject to withholding of the Escrow Shares in accordance with Section 2.3; provided, that the Exchange Shares otherwise deliverable to the Sellers after the Closing is subject to adjustment in accordance with Section 2.5 and reduction for the indemnification obligations set forth in Article IX, and a potential forfeiture with respect to a portion thereof in accordance with Section 2.6; and provided, further, that the Sellers listed in Schedule 2.2(a) (the “Class A Sellers”) shall receive solely the Pubco Class A Ordinary Shares (the “Class A Exchange Shares”) and the Sellers listed in Schedule 2.2(b) (the “Class B Sellers”) shall receive solely Pubco Class B Ordinary Shares (the “Class B Exchange Shares”). The aggregate number of Exchange Shares issued and delivered to the Sellers at the Closing shall be determined in accordance with Section 2.4. Each Seller shall receive its pro rata share of the applicable Exchange Shares, based on the number of Purchased Shares owned by such Seller, divided by the total number of Purchased Shares owned by all Sellers (such percentage being each such Seller’s “Pro Rata Share”), with each Class B Seller receiving (1) its Pro Rata Share of the Exchange Shares, solely in the form of Pubco Class B Ordinary Shares, (2) the Indemnity Escrow Shares (and any other Indemnity Escrow Property), and (3) the Earnout Escrow Shares (and any other Earnout Escrow Property), and in each case of (2) and (3) based on the relative Pro Rata Share as between the Class B SellersPayment Spreadsheet.

Exchange Consideration. Subject to and upon the terms and conditions of this Agreement, in full payment (a) In exchange for the Purchased Shares, Pubco shall issue Interests of the Holders and deliver subject to the Sellers an provisions of Section 2.3(b) below, at the Closing Holdings will issue to the Holders the aggregate number of Pubco Ordinary Shares shares of Holdings Common Stock (rounded up to the “Exchange Shares”nearest whole number of shares) with an aggregate value (the “Exchange Consideration”) equal to, without duplication, (i) One determined by dividing Eighty-Seven Million Five Hundred Twenty Five Million U.S. Thousand Dollars ($125,000,00087,500,000) by the Average Closing Price (as hereinafter defined) of ATMI Common Stock (the "Exchange Consideration"). The Exchange Consideration shall be deemed to be allocated to each Holder as consideration for the exchange of the Holder's Interests in the various ADCS Group entities, as set forth on SCHEDULE 2.3(a), plus (or minus if negative) (ii) (A) according to the Net Working Capital less (B) Holders' relative pro rata ownership percentage of the Target Net Working Capital AmountInterests in such ADCS Group entity, minus (iii) the Closing Net Debt, and minus (iv) determined by the amount which each Holder's respective ownership bears to the aggregate ownership of any unpaid Transaction Expenses all of the Holders in such entity. The pro rata portion of the aggregate Exchange Consideration allocated to each Holder is referred to herein as the "Pro Rata Portion." (b) In the event that the combined book value of the ADCS Group and the ADCS Group Subsidiaries (as hereinafter defined) determined as of the ClosingClosing Date in accordance with generally accepted accounting principles is less than $10,000,000 by an amount greater than $500,000, with each Pubco Ordinary Share valued at the Redemption Price, subject number of shares of Holdings Common Stock to withholding of the Escrow Shares be issued in accordance with Section 2.3; provided, that the Exchange Shares otherwise deliverable to the Sellers after the Closing is subject to adjustment in accordance with Section 2.5 and reduction for the indemnification obligations set forth in Article IX, and 2.3(a) above shall be decreased by a potential forfeiture with respect to a portion thereof in accordance with Section 2.6; and provided, further, that the Sellers listed in Schedule 2.2(a) (the “Class A Sellers”) shall receive solely the Pubco Class A Ordinary Shares (the “Class A Exchange Shares”) and the Sellers listed in Schedule 2.2(b) (the “Class B Sellers”) shall receive solely Pubco Class B Ordinary Shares (the “Class B Exchange Shares”). The aggregate number of Exchange Shares issued and delivered shares equal to (1) $10,000,000 less (2) the Sellers at the Closing shall be determined in accordance with Section 2.4. Each Seller shall receive its pro rata share book value as of the applicable Exchange Shares, based on the number of Purchased Shares owned by such SellerClosing, divided by the total number Average Closing Price, and the Holders shall, in the manner provided below and in the Escrow Agreement (as hereinafter defined) return any excess shares of Purchased Shares owned Holdings Common Stock to Holdings. The shares of Holdings Common Stock delivered into escrow pursuant to the Escrow Agreement (as hereinafter defined) shall stand as security for the Holders' obligations under this Section 2.3(b). The determination of book value will be made by all Sellers Holdings no later than ninety (such percentage being each such Seller’s “Pro Rata Share”90) days after the Closing Date, and written notice thereof shall be provided to the Holders and the escrow agent under the Escrow Agreement. Such written notice shall indicate a date (the "Demand Date"), with each Class B Seller receiving no earlier than ten (110) its Pro Rata Share business days after the date on which such notice is received, on or after which Holdings may make demand upon the escrow agent for such excess shares. If Holders owning seventy percent (70%) or more of the Exchange SharesConsideration notify Holdings and the escrow agent in writing prior to the Demand Date that they do not agree with such book value, solely the Demand Date will be postponed and such Holders and Holdings will attempt to agree on the book value within sixty (60) days after Holdings' determination thereof. If such Holders and Holdings are unable to agree, then Ernst & Young LLP or such other nationally recognized accounting firm acceptable to Holdings and the Holders owning seventy percent (70%) or more of the Exchange Consideration shall make such determination which shall be final and binding on all parties. The escrow agent is authorized to rely without investigation and to release to Holdings the excess shares upon (i) a demand made by Holdings after the Demand Date if Holders owning seventy percent (70%) or more of the Exchange Consideration have not notified the escrow agent in writing of an objection prior to the form of Pubco Class B Ordinary SharesDemand Date, (2ii) a written determination from Ernst & Young LLP or such other nationally recognized accounting firm, or (iii) any writing signed by Holdings and the Indemnity Escrow Shares Holders owning seventy percent (and any other Indemnity Escrow Property70%) or more of the Exchange Consideration (each of (i), and (3) the Earnout Escrow Shares (and any other Earnout Escrow Property), and in each case of (2ii) and (3iii) based shall constitute an Adjustment Notice for purposes of Section 4(b) of the Escrow Agreement). A-13 14 (c) The Exchange Consideration, the amount and calculation of which shall be set forth on a certificate executed by each of the relative parties at the Closing, will be allocated among the Holders according to their respective Pro Rata Portions. Share certificates evidencing the Exchange Consideration shall be delivered to the Holders at the Closing, if at all practicable; and if not, then irrevocable instructions regarding the issuance of the Exchange Consideration to each of the Holders shall be delivered to the Exchange Agent at Closing with the certificates representing the Exchange Consideration to be delivered as between soon as practicable thereafter. No fractional shares of Holdings Common Stock shall be issuable by Holdings to any Holder in connection with the Class B SellersExchange. In lieu of any such fractional shares, each Holder who would otherwise have been entitled to receive a fraction of a share of Holdings Common Stock shall be entitled to receive instead an amount in cash equal to such fraction multiplied by the Average Closing Price.

Exchange Consideration. (a) Subject to and upon the terms and conditions of this Agreement, in full payment for the Purchased Shares, at the Closing, Pubco shall issue and deliver to the Sellers an aggregate a number of Pubco Ordinary Shares (the “Exchange Shares”) with an aggregate value (the “Exchange Consideration”) equal to, without duplication, to (i) One Hundred Twenty Five Million U.S. Dollars ($125,000,000)100,000,000 Pubco Ordinary Shares less, plus (or minus if negative) (ii) (A) if the Net Working Capital less (B) the Target Net Working Capital Amount, minus (iii) the Closing Net Debt, and minus (iv) the amount of any unpaid Transaction Expenses as of the Closing, with each Pubco Ordinary Share valued at the Redemption Price, subject to withholding of the Escrow Shares Cash Election is made in accordance with Section 2.32.2(b) below, a number of Pubco Ordinary Shares equal to the Cash Election Amount divided by the Redemption Price; provided, that 20,000,000 of the Exchange Shares otherwise deliverable to the Sellers after the Closing is subject to adjustment in accordance with Section 2.5 and reduction for the indemnification obligations set forth in Article IX, and a potential forfeiture with respect to a portion thereof in accordance with Section 2.6; and provided, further, that the Sellers listed in Schedule 2.2(a) (the “Class A Sellers”) shall receive solely the Pubco Class A Ordinary Shares (the “Class A Exchange Shares”) and the Sellers listed in Schedule 2.2(b) (the “Class B Sellers”) shall receive solely Pubco Class B Ordinary Shares (the “Class B Exchange Shares”). The aggregate number of Exchange Shares issued and delivered issuable to the Sellers at the Closing (together with any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Shares”) shall instead be issued and delivered to the Continental Stock Transfer & Trust Company (or such other escrow agent reasonably acceptable to Purchaser and the Company from time to time), as escrow agent (the “Escrow Agent”), at the Closing. The Exchange Shares issuable to the Sellers at the Closing after deducting the Escrow Shares may be referred to herein as the “Closing Exchange Shares”. (b) Notwithstanding anything to the contrary herein, the Sellers shall have the right, at the sole election of the Company (the “Cash Election”), to receive a portion of the consideration for the Purchased Shares in the form of U.S. dollars. If the Cash Election is made, the Company may elect for the Sellers to have the right to receive at the Closing as cash consideration in lieu of shares of Pubco Ordinary Shares as Closing Exchange Shares (the “Cash Consideration”) an amount not to exceed forty percent (40%) of the Closing Net Cash (such cash amount as elected by the Company, the “Cash Election Amount”). In order to exercise its rights under this Section 2.2(b), the Company must provide written notice (the “Cash Election Notice”) of the Cash Election to Purchaser and the Sellers at least two (2) Business Days prior to the Closing, which Cash Election Notice must include the Cash Election Amount (provided, that if the Cash Election Amount in the Cash Election Notice exceeds forty percent (40%) of the Closing Net Cash, the Cash Election Amount shall automatically be reduced at the Closing to an amount equal to forty percent (40%) of the Closing Net Cash). Each Seller must then, at least one (1) Business Day prior to the Closing, provide written notice (a “Seller Cash Election Notice”) to the Company and the Purchaser of (i) the amount of such Seller’s Pro Rata Share of the Cash Election Amount that such Seller desires to receive as Cash Consideration (the “Seller Cash Amount”) (provided, that if the Seller Cash Amount as elected by such Seller exceeds the product of (A) such Seller’s Pro Rata Share, multiplied by (B) forty percent (40%) of the Closing Net Cash, the Seller Cash Amount for such Seller shall automatically be reduced at the Closing to an amount equal to the product of (A) such Seller’s Pro Rata Share, multiplied by (B) forty percent (40%) of the Closing Net Cash), and (ii) wire instructions for such Seller for the payment of the Cash Consideration. If a Seller fails to deliver a Seller Cash Election Notice to Purchaser and the Company at least one (1) Business Day prior to the Closing, such Seller shall be determined deemed to have elected to receive no Cash Consideration. For the avoidance of doubt, any Cash Election shall solely reduce the number of Closing Exchange Shares to be issued at the Closing, and shall not affect the number of Escrow Shares to be issued. (c) Except as set forth in accordance with Section 2.4. Each 2.2(b), each Seller shall receive its pro rata share of the applicable Closing Exchange Shares, the Escrow Shares and any other Escrow Property (to the extent released from the Escrow Account to the Sellers in accordance with Section 2.5 and the Escrow Agreement), and any Cash Consideration based on the number percentage of Purchased Shares owned by such Seller, divided by Seller as compared to the total number of Purchased Shares owned by all Sellers (such percentage being each such Seller’s “Pro Rata Share”), with each Class B Seller receiving (1) its Pro Rata Share of the Exchange Shares, solely in the form of Pubco Class B Ordinary Shares, (2) the Indemnity Escrow Shares (and any other Indemnity Escrow Property), and (3) the Earnout Escrow Shares (and any other Earnout Escrow Property), and in each case of (2) and (3) based on the relative Pro Rata Share as between the Class B Sellers.

Exchange Consideration. Subject to and upon the terms and conditions of this Agreement, in full payment As consideration for the Purchased Sharesassignment of the ---------------------- AIW/P Membership Interest set forth in Section 1 above, Pubco KFx will issue the KFx Shares in the name of AIW/P or its designee. AIW/P understands and acknowledges that the KFx Shares shall issue and deliver to not be registered under the Sellers an aggregate number Securities Act of Pubco Ordinary Shares 1933, as amended (the “Exchange Shares”) with an aggregate value "1933 Act"), or any state securities laws, and, accordingly, that the KFx Shares when issued will be restricted securities (as defined in Rule 144 promulgated under the “Exchange Consideration”) equal to, without duplication, 1933 Act). AIW/P further understands and agrees that KFx shall instruct its transfer agent not to register the transfer of any of the KFx Shares unless: (i) One Hundred Twenty Five Million U.S. Dollars ($125,000,000), plus (there is an effective registration statement under the 1933 Act and all applicable state securities laws with respect to the KFx Shares or minus if negative) (ii) (A) KFx receives an opinion from legal counsel acceptable in form and substance to the Net Working Capital less (B) board of directors of KFx and counsel to KFx to the Target Net Working Capital Amount, minus (iii) the Closing Net Debt, and minus (iv) the amount of any unpaid Transaction Expenses as effect that transfer or conveyance of the Closing, with each Pubco Ordinary Share valued at KFx Shares is exempt from registration under the Redemption Price, subject to withholding of the Escrow Shares in accordance with Section 2.3; provided, 1933 Act and all applicable state securities laws. AIW/P also acknowledges that the Exchange certificate or certificates representing the KFx Shares otherwise deliverable to the Sellers after the Closing is subject be issued to adjustment in accordance with Section 2.5 and reduction for the indemnification obligations set forth in Article IX, and a potential forfeiture with respect to a portion thereof in accordance with Section 2.6; and provided, further, that the Sellers listed in Schedule 2.2(a) (the “Class A Sellers”) shall receive solely the Pubco Class A Ordinary Shares (the “Class A Exchange Shares”) and the Sellers listed in Schedule 2.2(b) (the “Class B Sellers”) shall receive solely Pubco Class B Ordinary Shares (the “Class B Exchange Shares”). The aggregate number of Exchange Shares issued and delivered to the Sellers at the Closing AIW/P shall be determined stamped or otherwise imprinted with a legend in accordance with Section 2.4. Each Seller shall receive its pro rata share of the applicable Exchange Sharesfollowing form (in addition to any legend required under state securities laws): THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, based on the number of Purchased Shares owned by such Seller, divided by the total number of Purchased Shares owned by all Sellers AS AMENDED (such percentage being each such Seller’s “Pro Rata Share”THE "ACT"), with each Class B Seller receiving OR ANY OF THE LAWS OF ANY STATE AND HAVE BEEN ISSUED PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT. THE SHARES EVIDENCED BY THIS CERTIFICATE MAY NOT BE OFFERED, TRANSFERRED, SOLD, PLEDGED, HYPOTHECATED, DONATED OR OTHERWISE TRANSFERRED (1WHETHER OR NOT FOR CONSIDERATION) its Pro Rata Share of the Exchange SharesBY THE HOLDER IN THE ABSENCE OF REGISTRATION UNDER THE ACT OR THE AVAILABILITY OF AN EXEMPTION FROM SUCH REGISTRATION. FURTHER, solely in the form of Pubco Class B Ordinary SharesNO SUCH OFFER, (2) the Indemnity Escrow Shares (and any other Indemnity Escrow Property)TRANSFER, and (3) the Earnout Escrow Shares (and any other Earnout Escrow Property)SALE, and in each case of (2) and (3) based on the relative Pro Rata Share as between the Class B SellersPLEDGE, HYPOTHECATION, DONATION OR OTHER TRANSFER IS TO TAKE PLACE EXCEPT UPON RECEIPT BY COMPANY OF A FAVORABLE OPINION OF COUNSEL OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO COUNSEL FOR THE COMPANY, TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE ACT.