Warrant Exercise Agreement
Exhibit 10.02
This Warrant Exercise Agreement
(this “Agreement”) is made as
of March 30, 2018, by and among ACM Research, Inc.
(“ACM”), ACM
Research (Shanghai), Inc., a wholly owned subsidiary of ACM
(“ACM
Shanghai”), and Shengxin (Shanghai) Management
Consulting Limited Partnership (“SMC,” and together with ACM and
ACM Shanghai, the “Parties”).
Recitals
A. On December 9,
2016, SMC delivered to ACM Shanghai an aggregate amount of
$2,981,259.26 (the “SMC
Investment”) for potential investment in ACM
Shanghai.
B. On March 14, 2017,
the Parties entered into a Securities Purchase Agreement (the
“Securities Purchase
Agreement”) pursuant to which, among other things,
(1) ACM issued to SMC a warrant (the “Warrant”) currently exercisable
to purchase 397,502 Warrant
Shares of ACM’s Class A common stock (the “Warrant Shares”), at a price of
$7.50 per Warrant Share, for an aggregate exercise price of
$2,981,259.26 (the “Aggregate Exercise Price”),
subject to the terms, conditions and adjustments set forth in the
Warrant, and (2) the Parties set forth the terms pursuant to
which ACM Shanghai would repay the SMC Investment to SMC in cash
or, in specified circumstances, by delivery of an equity interest
in ACM Shanghai.
C. The Parties wish to
set forth terms pursuant to which, in effect, (1) in
connection with its exercise of the Warrant in full on the date of
this Agreement, SMC will pay the Aggregate Exercise Price by
borrowing funds from ACM and (2) in exchange for ACM’s
rights to receive repayment of such borrowed funds from SMC, ACM
Shanghai will deliver to ACM evidence of indebtedness in an amount
equal to the Aggregate Exercise Price.
D. In order to give
effect to the foregoing, contemporaneously with the execution and
delivery of this Agreement, (1) SMC is exercising the Warrant in
full and, in connection therewith, is delivering to ACM Shanghai
(upon order of ACM), in full satisfaction of the Aggregate Exercise
Price, a senior secured promissory note in the principal amount of
the Aggregate Exercise Price (the “SMC Note”), and (2) ACM
Shanghai is delivering to ACM an intercompany promissory note in
the principal amount of the Aggregate Exercise Price (the
“Intercompany
Note”).
In
consideration of the mutual covenants and agreements set forth in
this Agreement and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
Parties agree as follows:
1.1 Documents.
Contemporaneously with the execution and delivery of this
Agreement:
(a)
SMC
is exercising the Warrant to purchase the Warrant Shares, pursuant
to Subsection 3(a)(i) of the Warrant, by (a) surrendering the
Warrant to ACM and (b) executing and delivering the SMC Note
to ACM Shanghai, upon the request of ACM; and
(b)
ACM
Shanghai is executing and delivering the Intercompany Note to ACM
in consideration for the SMC Note.
1.2 Closing;
Delivery. Subject to the
satisfaction of each of the conditions set forth in this Agreement,
a closing for the purchase and sale of the Warrant Shares and the
execution and delivery of the SMC Note and the Intercompany Note
(the “Closing”) shall take place at the corporate
headquarters of ACM on the date of this Agreement. At the Closing,
ACM shall issue and sell the Warrant Shares to SMC and shall cause
its transfer agent to register the Warrant Shares in book-entry
form, against delivery at the Closing of the SMC Note and the
Intercompany Note.
1.3 Conditions
to ACM’s Obligations. The
obligation of ACM to deliver the Warrant Shares at the Closing is
subject to the fulfillment, on or before the Closing, of each of
the following conditions, unless otherwise
waived:
(a) The
representations and warranties of each of ACM Shanghai and SMC
contained in Sections
3
and 4,
respectively, shall be true and correct in all material respects as
of the Closing.
(b) Each
of ACM Shanghai and SMC shall have performed and complied with all
covenants, agreements, obligations and conditions contained in this
Agreement that are required to be performed or complied with by
each of ACM Shanghai and SMC as of or before the
Closing.
(c) All
authorizations, approvals or permits of any governmental authority
or regulatory body that are required in connection with the lawful
purchase and sale of the Warrant Shares pursuant to this Agreement
shall have been obtained and be effective as of the
Closing.
1.4 Conditions
to ACM Shanghai’s Obligations. The obligation of ACM Shanghai to deliver the
Intercompany Note at the Closing is subject to the fulfillment, on
or before the Closing, of each of the following conditions, unless
otherwise waived:
(a) The
representations and warranties of each of ACM and SMC contained
in Sections 2
and 4,
respectively, shall be true and correct in all material respects as
of the Closing.
(b) Each
of ACM and SMC shall have performed and complied with all
covenants, agreements, obligations and conditions contained in this
Agreement that are required to be performed or complied with by
each of ACM and SMC as of or before the Closing.
(c) All
authorizations, approvals or permits of any governmental authority
or regulatory body that are required in connection with the lawful
purchase and sale of the Warrant Shares pursuant to this Agreement
shall have been obtained and be effective as of the
Closing.
1.5 Conditions
to SMC’s Obligations. The
obligations of SMC to deliver the SMC Note and to acquire the
Warrant Shares at the Closing are subject to the fulfillment, on or
before the Closing, of each of the following conditions, unless
otherwise waived:
(a) The
representations and warranties of each of ACM and ACM Shanghai
contained in Sections 2
and 3,
respectively, shall be true and correct in all material respects as
of the Closing.
(b) Each
of ACM and ACM Shanghai shall have performed and complied with all
covenants, agreements, obligations and conditions contained in this
Agreement that are required to be performed or complied with by
each of ACM and ACM Shanghai as of or before the
Closing.
2
(c) All
authorizations, approvals or permits of any governmental authority
or regulatory body that are required in connection with the lawful
issuance and sale of the Warrant Shares pursuant to this Agreement
shall have been obtained and be effective as of the
Closing.
2. Representations and
Warranties of ACM. ACM
represents and warrants to each of ACM Shanghai and SMC as
follows:
2.1 Authorization.
All corporate action required to be
taken to authorize ACM to enter into and perform this Agreement has
been taken.
2.2 Binding
Obligation. This Agreement
constitutes a valid and legally binding obligation of ACM,
enforceable against ACM in accordance with its terms except as
limited by (a) applicable bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance or other laws of
general application relating to or affecting the enforcement of
creditors’ rights generally or (b) laws relating to the
availability of specific performance, injunctive relief or other
equitable remedies.
2.3 Valid
Issuance of Warrant Shares. The
Warrant Shares, when issued, sold and delivered in accordance with
the terms and for the consideration set forth in this Agreement,
will be validly issued, fully paid and nonassessable, and free of
restrictions on transfer other than restrictions on transfer under
this Agreement and the SMC Note, applicable U.S. federal and state
securities laws, and liens or encumbrances created by or imposed by
SMC, including liens or encumbrances under this Agreement and the
SMC Note.
2.4 Governmental
Consents and Filings. No
consent, approval, order or authorization of, or registration,
qualification, designation, declaration or filing with, any
national, provincial or local governmental authority of any
jurisdiction is required to be obtained by ACM in connection with
the consummation of the transactions contemplated by this
Agreement.
2.5 Compliance
with Other Instruments. ACM is
not in violation or default (a) of any provisions of its
organizational documents, (b) of any instrument, judgment,
order, writ or decree, (c) under any note, indenture or mortgage,
or (d) under any lease, agreement, contract or purchase order to
which it is a party or by which it is bound, or, to its knowledge, of any provision of any
statute, rule or regulation applicable to ACM, the violation of
which would have a material adverse effect on the business, assets
(including intangible assets), liabilities, financial condition,
property or operating results of ACM. The execution, delivery and
performance of this Agreement and the consummation of the
transactions contemplated by this Agreement will not result in any
such violation or be in conflict with or constitute, with or
without the passage of time and giving of notice, either (x) a
default under any such provision, instrument, judgment, order,
writ, decree, contract or agreement or (y) an event that results in
the creation of any lien, charge or encumbrance upon any assets of
ACM or the suspension, revocation, forfeiture, or nonrenewal of any
material permit or license applicable to ACM.
3. Representations and
Warranties of ACM Shanghai. ACM
Shanghai represents and warrants to each of ACM and SMC as
follows:
3.1 Authorization.
All action required to be taken to
authorize ACM Shanghai to enter into and perform this Agreement and
the Intercompany Note has been taken.
3
3.2 Binding
Obligation. Each of this
Agreement and the Intercompany Note constitutes a valid and legally
binding obligation of ACM Shanghai, enforceable against ACM
Shanghai in accordance with its terms except as limited by
(a) applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance or other laws of general
application relating to or affecting the enforcement of
creditors’ rights generally or (b) laws relating to the
availability of specific performance, injunctive relief or other
equitable remedies.
3.3 Governmental
Consents and Filings. No
consent, approval, order or authorization of, or registration,
qualification, designation, declaration or filing with, any
national, provincial or local governmental authority of any
jurisdiction is required to be obtained by ACM Shanghai in
connection with the consummation of the transactions contemplated
by this Agreement.
3.4 Compliance
with Other Instruments. ACM
Shanghai is not in violation or default (a) of any provisions of
its organizational documents, (b) of any instrument, judgment,
order, writ or decree, (c) under any note, indenture or mortgage,
or (d) under any lease, agreement, contract or purchase order to
which it is a party or by which it is bound, or, to its knowledge,
of any provision of any statute, rule or regulation applicable to
ACM Shanghai, the violation of which would have a material adverse
effect on the business, assets (including intangible assets),
liabilities, financial condition, property or operating results of
ACM Shanghai. The execution, delivery and performance of this
Agreement and the consummation of the transactions contemplated by
this Agreement will not result in any such violation or be in
conflict with or constitute, with or without the passage of time
and giving of notice, either (x) a default under any such
provision, instrument, judgment, order, writ, decree, contract or
agreement or (y) an event that results in the creation of any lien,
charge or encumbrance upon any assets of ACM Shanghai or the
suspension, revocation, forfeiture, or nonrenewal of any material
permit or license applicable to ACM Shanghai.
4. Representations and
Warranties of SMC. SMC
represents and warrants to each of ACM and ACM Shanghai as
follows:
4.1 Authorization.
All action required to be taken to authorize SMC to enter into and
perform this Agreement and the SMC Note has been
taken.
4.2 Binding
Obligation. Each of this
Agreement and the SMC Note constitutes a valid and legally binding
obligation of SMC, enforceable against SMC in accordance with its
terms except as limited by (a) applicable bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance or
other laws of general application relating to or affecting the
enforcement of creditors’ rights generally or (b) laws
relating to the availability of specific performance, injunctive
relief or other equitable remedies.
4.3 Governmental
Consents and Filings. No
consent, approval, order or authorization of, or registration,
qualification, designation, declaration or filing with, any
national, provincial or local governmental authority of any
jurisdiction is required to be obtained by SMC in connection with
the consummation of the transactions contemplated by this
Agreement.
4.4 Compliance
with Other Instruments. SMC is
not in violation or default (a) of any provisions of its
organizational documents, (b) of any instrument, judgment, order,
writ or decree, (c) under any note, indenture or mortgage, or (d)
under any lease, agreement, contract or purchase order to which it
is a party or by which it is bound, or, to its knowledge, of any
provision of any statute, rule or regulation applicable to SMC, the
violation of which would have a material adverse effect on the
business, assets (including intangible assets), liabilities,
financial condition, property or operating results of SMC. The
execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated by this Agreement
will not result in any such violation or be in conflict with or
constitute, with or without the passage of time and giving of
notice, either (x) a default under any such provision, instrument,
judgment, order, writ, decree, contract or agreement or (y) an
event that results in the creation of any lien, charge or
encumbrance upon any assets of SMC or the suspension, revocation,
forfeiture, or nonrenewal of any material permit or license
applicable to SMC.
4
4.5 Purchase
Entirely for Own Account. SMC
is acquiring the Warrant Shares for investment for its own account,
not as a nominee or agent and not with a view to the resale or
distribution of any interest in the Warrant Shares. SMC has no
present intention of selling, granting any participation in or
otherwise distributing any interest in the Warrant Shares. SMC does
not presently have any contract, undertaking, agreement or
arrangement with any individual or entity to sell, transfer or
grant participations to either such individual or entity or any
third party, with respect to the Warrant Shares.
4.6 Disclosure
of Information. SMC has had an
opportunity to discuss with ACM’s management the business,
management and financial affairs of ACM and ACM Shanghai and the
terms and conditions of the offering of the Warrant Shares, and SMC
has had an opportunity to review ACM Shanghai’s facilities.
The foregoing, however, does not limit or modify the
representations and warranties of ACM and ACM Shanghai in
Sections 2
and 3,
respectively, or the right of SMC to rely
thereon.
4.7 Restricted
Securities. SMC understands
that the Warrant Shares have not been, and will not be, registered
under the U.S. Securities Act of 1933, as amended (the
“Securities
Act”), by reason of a
specific exemption from the registration provisions of the
Securities Act that depends upon, among other things, the bona fide
nature of the investment intent and the accuracy of SMC’s
representations as expressed in this Agreement. SMC understands
that the Warrant Shares are “restricted securities”
under applicable U.S. federal and state securities laws and that,
pursuant to those laws, SMC must hold the Warrant Shares indefinitely unless they are
registered with the Securities and Exchange Commission and
qualified by state authorities, or an exemption from such
registration and qualification requirements is available, including
a transfer outside of the United States in an offshore transaction
in compliance with Rule 904 under the Securities Act of (if
applicable). SMC acknowledges that ACM has no obligation to
register or qualify for resale the Warrant Shares, except as set
forth in the Registration Rights Agreement by and among ACM and
certain of its stockholders (the “Registration Rights
Agreement”). SMC further
acknowledges that if an exemption from registration or
qualification is available, it may be conditioned on various
requirements including the time and manner of sale, the holding
period for the Warrant Shares, and on requirements relating to ACM
that are outside of SMC’s control and that ACM is under no
obligation, and may not be
able, to satisfy.
4.8 Legends.
SMC understands that the Warrant Shares, which will be held in
book-entry form, may be notated
with restrictive legends as ACM and its counsel deem necessary or
advisable under applicable law or pursuant to this Agreement,
including a legend substantially to the following
effect:
“THESE
SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933. SUCH SECURITIES
MAY NOT BE SOLD, PLEDGED, OR TRANSFERRED IN THE ABSENCE OF SUCH
REGISTRATION OR A VALID EXEMPTION FROM THE REGISTRATION OF THE U.S.
SECURITIES ACT OF 1933.”
4.9 Investor
Status. SMC is an accredited
investor as defined in Rule 501(a) of Regulation D promulgated
under the Securities Act and is
not a U.S. person as defined in Regulation S under the Securities
Act and the Warrant Shares have not been offered or sold within the
United States as defined under the Securities Act. At the time of
the origination of discussion regarding the offer and sale of the
Warrant Shares and the date of the execution and delivery of this
Agreement, SMC was at all times outside of the United States. SMC
has satisfied itself as to the full observance of the laws of its
jurisdiction in connection with any invitation to receive the
Warrant Shares or any use of this Agreement, including (a) the
legal requirements within its jurisdiction for the purchase of the
Warrant Shares, (b) any foreign exchange restrictions
applicable to such purchase, (c) any governmental or other
consents that may need to be obtained, (d) the income tax and
other tax consequences, if any, that may be relevant to the
purchase, holding, redemption, sale, or transfer of the Warrant
Shares, and (e) SMC’s receipt and continued beneficial
ownership of the Warrant Shares will not violate any applicable
securities or other laws of SMC’s
jurisdiction.
5
5. Grant
and Release of Security Interest.
5.1 Grant
of Security Interest. As
security for the performance of any and all obligations of SMC
pursuant to the SMC Note, SMC pledges and grants to ACM Shanghai a
continuing security interest in all right, title and interest of
SMC in and to the Warrant Shares. SMC understands that the Warrant
Shares, which will be held in book-entry form, may be notated with
legends to evidence ACM Shanghai’s security interest, and SMC
agrees to cooperate with ACM Shanghai in taking such other steps as
ACM Shanghai may reasonably determine to be desirable to evidence,
protect and preserve its security interest in the Warrant
Shares.
5.2 Release
of Security Interest. In the
event SMC wishes to sell any of the Warrant Shares while the SMC
Note remains outstanding, ACM Shanghai agrees that its security
interest in such Warrant Shares will be released if, and only if,
SMC complies with the provisions of this Subsection 5.2.
In order to release the security interest in Warrant Shares in
connection with a sale of such Warrant Shares, SMC must pay with
respect to the SMC Note (a) principal of the SMC Note in an
amount equal to $7.50 multiplied by the number of Warrant Shares
being sold plus (b) the amount of interest accrued on such
principal amount since the issue date of the SMC Note (with respect
to such proposed sale, the “Required Note
Payment”). In furtherance
of the foregoing:
(a)
SMC shall provide to ACM Shanghai, at least ten
days before the date of any such sale, a notice (a
“Sale
Notice”) specifying the
number of Warrant Shares proposed to be sold and the date on which
such sale is to occur and describing the manner in which SMC will
pay the Required Note Payment with respect to such
sale;
(b)
SMC
shall promptly respond to any questions that ACM Shanghai may have
with respect to such Sale Notice;
(c)
ACM
Shanghai shall notify SMC, within five days of receipt of such Sale
Notice, whether the proposed arrangements for the Required Note
Payment are acceptable to ACM Shanghai in its sole discretion, it
being understood that if such arrangements are not acceptable to
ACM Shanghai, ACM Shanghai’s security interest in the Warrant
Shares proposed to be sold will not be released and the sale cannot
proceed; and
(d)
if
the proposed arrangements for the Required Note Payment are
acceptable to ACM Shanghai and SMC chooses to proceed with the sale
of the Warrant Shares in accordance with the terms described in
such Sale Notice,
(i)
SMC
shall pay the amount of the Required Note Payment to ACM, upon
order of ACM Shanghai;
(ii)
the
amount of the Required Note Payment shall be applied to payment of
the SMC Note in the principal and interest allocations set forth in
the preceding sentence;
(iii)
in
consideration of ACM Shanghai’s order for SMC to pay the
Required Note Payment to ACM, the amount of the Required Note
Payment shall be applied to payment of the Intercompany Note in the
same principal and interest allocations as applicable to the SMC
Note; and
6
(iv)
ACM
Shanghai shall arrange for release of its security interest in such
Warrant Shares, including the removal of any legends notated on
such Warrant Shares to evidence ACM Shanghai’s security
interest.
6. Miscellaneous.
6.1 Survival.
Unless otherwise set forth in this Agreement, the representations
and warranties of each Party contained in this Agreement shall
survive the execution and delivery of this Agreement and shall in
no way be affected by any investigation or knowledge of the subject
matter thereof made by or on behalf of the other
Parties.
6.2 Successors
and Assigns. The terms and
conditions of this Agreement shall inure to the benefit of and be
binding upon the respective successors and assigns of the Parties.
Nothing in this Agreement, express or implied, is intended to
confer upon any party other than the Parties to this Agreement or
their respective successors and assigns any rights, remedies,
obligations, or liabilities under or by reason of this Agreement,
except as expressly provided in this Agreement.
6.3 Governing
Law. This Agreement and any
controversy arising out of or relating to this Agreement shall be
governed by and construed in accordance with the General
Corporation Law of the State of Delaware as to matters within the
scope thereof, and as to all other matters shall be governed by and
construed in accordance with the internal laws of the State of
Delaware, without regard to conflict of law principles that would
result in the application of any law other than the law of the
State of Delaware.
6.4 Counterparts.
This Agreement may be executed in counterparts, each of which shall
be deemed an original but all of which together shall constitute
one and the same instrument. Counterparts may be delivered via
electronic mail (including pdf or any electronic signature
complying with the U.S. federal ESIGN Act of 2000,
e.g., xxx.xxxxxxxx.xxx) or other transmission method
and any counterpart so delivered shall be deemed to have been duly
and validly delivered and be valid and effective for all
purposes.
6.5 Interpretation.
For purposes of this Agreement:
(a)
headings
used in this Agreement are for convenience of reference only and
shall not, for any purpose, be deemed a part of this
Agreement;
(b)
references
to a Section or Subsection refer to a Section or Subsection of this
Agreement, unless specified otherwise;
(c)
the words “include” and
“including” shall not be construed so as to exclude any
other thing not referred to or described;
(d)
the
word “or” is not exclusive;
(e)
the
definition given for any term shall apply equally to both the
singular and plural forms of the term defined;
(f)
unless the context otherwise requires otherwise,
references (i) to an agreement, instrument or other document
(including this Agreement) mean such agreement, instrument or other
document as amended, supplemented and modified from time to time to
the extent permitted by the provisions thereof and
(ii) to a statute mean such
statute as amended from time to time and include any successor
legislation thereto and any rules and regulations promulgated
thereunder; and
7
(g)
this
Agreement shall be construed without regard to any presumption or
rule requiring construction or interpretation against the party
drafting an instrument or causing any instrument to be
drafted.
6.6 Notices.
All notices and other communications given or made pursuant to this
Agreement shall be in writing and shall be deemed effectively given
upon the earlier of (a) personal delivery to, or other actual
receipt by, the Party to be notified and (b) when sent, if sent by
electronic mail during normal business hours of the recipient, or,
if not sent during the recipient’s normal business hours,
then on the recipient’s next business day. All communications
shall be sent to the respective Parties at their addresses or
e-mail addresses as set forth on the signature page, or to such
address or e-mail address as subsequently modified by written
notice given in accordance with this Subsection 6.6.
If notice is given to ACM or ACM Shanghai, a copy shall also be
sent to Xxxx X. Xxxxxxx at K&L Gates LLP, State Street
Financial Center, 0 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx
00000.
6.7 Attorneys’
Fees. If any action at law or
in equity (including arbitration) is necessary to enforce or
interpret the terms of any of this Agreement, the prevailing Party
shall be entitled to reasonable attorneys’ fees, costs and
disbursements in addition to any other relief to which such Party
may be entitled.
6.8 Amendments.
Any term of this Agreement may be amended or terminated only with
the written consent of the Parties.
6.9 Severability.
In case any one or more of the provisions contained in this
Agreement is for any reason held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality, or
unenforceability shall not affect any other provision of this
Agreement, and such invalid, illegal, or unenforceable provision
shall be reformed and construed so that it will be valid, legal,
and enforceable to the maximum extent permitted by
law.
6.10 Entire
Agreement. This Agreement, the
SMC Note, the Intercompany Note and the Registration Rights
Agreement collectively constitute the full and entire understanding
and agreement between the Parties with respect to the subject
matter of this Agreement, the SMC Note, the Intercompany Note and
the Registration Rights Agreement, and any other written or oral
agreement relating to the subject matter of this Agreement, the SMC
Note, the Intercompany Note or the Registration Rights Agreement
existing between the Parties is expressly canceled. Upon execution
and delivery of this Agreement, the Securities Purchase Agreement
shall be of no further force
and effect.
6.11 Dispute
Resolution.
(a) The
Parties (a) irrevocably and unconditionally submit to the
jurisdiction of the state courts of the State of Delaware and to
the jurisdiction of the U.S. District Court for the District of
Delaware for the purpose of any suit, action or other proceeding
arising out of or based upon this Agreement, (b) agree not to
commence any suit, action or other proceeding arising out of or
based upon this Agreement except in the state courts of
Delaware or the U.S. District Court for the District of
Delaware, and (c) waive, and agree not to assert, by way of motion,
as a defense, or otherwise, in any such suit, action or proceeding,
any claim that it is not subject personally to the jurisdiction of
the above-named courts, that its property is exempt or immune from
attachment or execution, that the suit, action or proceeding is
brought in an inconvenient forum, that the venue of the suit,
action or proceeding is improper or that this Agreement or the
subject matter of this Agreement may not be enforced in or by such
court.
8
(b) Waiver
of Jury Trial: Each Party waives its rights to a jury trial of any
claim or cause of action based upon or arising out of this
Agreement, the Warrant Shares, or the subject matter of this
Agreement. The scope of this waiver is intended to be
all-encompassing of any and all disputes that may be filed in any
court and that relate to the subject matter of this transaction,
including contract claims, tort claims (including negligence),
breach of duty claims, and all other common law and statutory
claims. This
Subsection 6.11(b)
has been
fully discussed by each of the Parties and these provisions will
not be subject to any exceptions. Each Party further warrants and
represents that it has reviewed this waiver with its legal counsel,
and that such Party knowingly and voluntarily waives its jury trial
rights following consultation with legal
counsel.
[Remainder of Page Intentionally Left Blank]
9
In Witness Whereof, the Parties
have executed this Agreement as of the date first written
above.
|
|
ACM Research, Inc.
By:
/s/ Xxxxx X. Xxxx
Name: Xxxxx X.
Xxxx
Title: Chief
Executive Officer and President
Address:
00000
Xxxxxx Xxxx, Xxxxx X
Xxxxxxx, XX
00000
ACM Research (Shanghai), Inc.
By:
/s/ Xxxxx X. Xxxx
Name: Xxxxx X.
Xxxx
Title: Chief
Executive Officer and President
Address:
Xxxxxxxx 0,
Xx.0000
Xxx Xxx
Xxxx
Zhangjiang High
Tech Park
Shanghai, P.R.
China 201203
Shengxin (Shanghai) Management Consulting Limited
Partnership
By:
/s/ Xxxx Xxxx
Name: Xxxx
Xxxx
Title: General
Partner
Address:
Rm.
210-32, 2nd Fl. Xxxxxxxx
0
00
Xxxxx Xx.
Xxxxx
Xxxx Xxxxx Xxxx
Xxxxxxxx,
Xxxxx
|
Signature Page to Warrant Exercise Agreement
