Atmus Filtration Technologies Inc. Common Stock Underwriting AgreementUnderwriting Agreement • May 16th, 2023 • Atmus Filtration Technologies Inc. • Motor vehicle parts & accessories
The financial institutions listed on Schedule II hereto, in their capacity as selling stockholders (in such capacity, the “Selling Stockholders”) of the common stock (“Stock”) of Atmus Filtration Technologies Inc., a Delaware corporation (the “Company”), propose, severally and not jointly, subject to the terms and conditions stated in this Agreement, to sell to the Underwriters an aggregate of [●] shares of Stock and, at the election of the Underwriters, up to [●] additional shares of Stock. The aggregate of [●] shares to be sold by the Selling Stockholders is herein called the "Firm Shares" and the aggregate of [●] additional shares to be sold by the Selling Stockholders is herein called the "Optional Shares". The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 4 hereof are herein collectively called the "Shares".
DEBT-FOR-EQUITY EXCHANGE AGREEMENTDebt-for-Equity Exchange Agreement • May 16th, 2023 • Atmus Filtration Technologies Inc. • Motor vehicle parts & accessories • New York
DEBT-FOR-EQUITY EXCHANGE AGREEMENT, dated as of [●], 2023 (this “Agreement”), among Cummins Inc., an Indiana corporation (“Cummins”), Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC (collectively, the “Investment Entities”). Capitalized terms used but not defined herein shall have the meanings set forth in the Underwriting Agreement (as defined below).
ATMUS FILTRATION TECHNOLOGIES INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • May 16th, 2023 • Atmus Filtration Technologies Inc. • Motor vehicle parts & accessories • Delaware
This Indemnification Agreement (“Agreement”), dated as of the date set forth above, is by and between Atmus Filtration Technologies Inc., a Delaware corporation (the “Company”) and the director set forth above (the “Indemnitee”).
