CONFIDENTIAL TREATMENT REQUESTED
CONFIDENTIAL TREATMENT REQUESTED: INFORMATION FOR WHICH CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED IS OMITTED AND IS NOTED WITH THREE ASTERICKS AS
FOLLOWS "* * *." AN UNREDACTED VERSION OF THIS DOCUMENT HAS BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
STOCK PURCHASE AGREEMENT
BY AND AMONG
ADVANCED TECHNOLOGY MATERIALS, INC., AS PURCHASER,
LENTE, LLC, AS SELLERS' REPRESENTATIVE,
AND THE PERSONS LISTED ON
THE SIGNATURE PAGES HERETO, AS SELLERS
DATED AS OF JULY 14, 2003
STOCK PURCHASE AGREEMENT, dated as of July 14, 2003, by and among Advanced Technology
Materials, Inc., a Delaware corporation (the "PURCHASER"), LENTE, LLC, as the Sellers' Representative,
and the Persons listed as Sellers on the signature pages hereto (the "SELLERS").
WHEREAS, the Sellers collectively own all of the issued and outstanding capital stock of ESC, Inc., a
Pennsylvania corporation ("ESC"); and
WHEREAS, the Sellers desire to sell to the Purchaser, and the Purchaser desires to acquire, on the terms and
conditions set forth in this Agreement, all of the issued and outstanding capital stock of ESC.
NOW, THEREFORE, in consideration of the premises and the respective mutual covenants, representations and
warranties herein contained, the parties hereto hereby agree as follows:
In addition to terms defined elsewhere in this Agreement, the following terms when used in this Agreement shall
have the meanings indicated below:
"AFFILIATE" of any specified Person, means any other Person which, directly or indirectly, is in control of, is
controlled by or is under common control with such specified Person. For the purposes of this definition,
"control," when used with respect to any Person, means the power to direct the management and policies of such
Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.
"AGREEMENT" means this Stock Purchase Agreement