Amendment No. 1 to Share Transfer and Note Cancellation AgreementShare Transfer and Note Cancellation Agreement • November 9th, 2020 • ACM Research, Inc. • Special industry machinery, nec • Delaware
This Amendment No. 1 to Share Transfer and Note Cancellation Agreement (this “Amendment”) is made as of the date set forth on the signature page hereto by and between ACM Research, Inc. (“ACM”) and Shengxin (Shanghai) Management Consulting Limited Partnership (“SMC,” and together with ACM, the “Parties”), with respect to their Share Transfer and Note Cancellation Agreement dated as of April 30, 2020 (the “Agreement”). Capitalized terms defined in the Agreement but not in this Amendment are used herein with the respective meanings ascribed to them in the Agreement.
Adoption AgreementAdoption Agreement • November 9th, 2020 • ACM Research, Inc. • Special industry machinery, nec
This Adoption Agreement (this “Adoption Agreement”) is executed on July 29, 2020, by the undersigned (“Acquirer”) pursuant to the terms of the Second Amended and Restated Registration Rights Agreement dated as of March 17, 2017 (as further amended or restated from time to time, the “Agreement”), by and among ACM Research, Inc. and certain of its security holders. Capitalized terms used but not defined in this Adoption Agreement shall have the respective meanings ascribed to them in the Agreement.
THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF1933. SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, OR TRANSFERRED IN THE ABSENCE OF SUCH...Warrant Agreement • November 9th, 2020 • ACM Research, Inc. • Special industry machinery, nec • Delaware
For Value Received, ACM Research, Inc., a Delaware corporation (the “Company”), certifies that Shengxin (Shanghai) Management Consulting Limited Partnership or its registered assigns (the “Holder”) is entitled to purchase from the Company a total of 242,681 shares (the “Warrant Shares”) of the Company’s Class A Common Stock, $0.0001 par value per share (“Class A Shares”), at a purchase price per share of $7.50 (subject to adjustment as provided in this Warrant, the “Exercise Price”), all subject to the terms, conditions and adjustments set forth below in this Warrant.
Facilities Agreement (Applicable to working capital loans not subject to a separate loan contract)Facilities Agreement • November 9th, 2020 • ACM Research, Inc. • Special industry machinery, nec • Hong Kong
At the request of Party B, Party A agrees to grant a loan facility to Party B for its use. Party A and Party B hereby reach a consensus on the following provisions and hereby enter into this Agreement upon sufficient negotiation in accordance with relevant laws.
