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Section 5.7. Waiver. Either party hereto may waive compliance by the other party with any provision of this Agreement. The failure of a party to insist on strict adherence to any term of this Agreement on any occasion shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. No waiver of any provision shall be construed as a waiver of any other provision. Any waiver must be in writing.

Section 5.8. Severability. If any one or more of the terms, provisions, covenants and restrictions of this Agreement shall be determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated and the parties will attempt to agree upon a valid and enforceable provision which shall be a reasonable substitute for such invalid and unenforceable provision in light of the tenor of this Agreement, and, upon so agreeing, shall incorporate such substitute provision in this Agreement. In addition, if any one or more of the provisions contained in this Agreement shall for any reason be determined by a court of competent jurisdiction to be excessively broad as to duration, geographical scope, activity or subject, it shall be construed, by limiting or reducing it, so as to be enforceable to the extent compatible with then applicable law.

Section 5.9. Counterparts. This Agreement may be executed in any number of counterparts and each such duplicate counterpart shall constitute an original, any one of which may be introduced in evidence or used for any other purpose without the production of its duplicate counterpart. Moreover, notwithstanding that any of the parties did not execute the same counterpart, each counterpart shall be deemed for all purposes to be an original, and all such counterparts shall constitute one and the same instrument, binding on all of the parties hereto.

Section 5.10. Advice of Counsel. This Agreement was prepared by Lowenstein Sandler LLP in its capacity as legal counsel to the Company. Both parties hereto acknowledge that they have had the opportunity to seek and obtain the advice of counsel before entering into this Agreement and have done so to the extent desired, and have fully read the Agreement and understand the meaning and import of all the terms hereof.

Section 5.13. No Attachment. Except as required by law, no right to receive payments under this Agreement shall be subject to anticipation, commutation, alienation, sale, assignment, encumbrance, charge, pledge, or hypothecation or to execution, attachment, levy or similar process or assignment by operation of law, and any attempt, voluntary or involuntary, to effect any such action shall be null, void and of no effect; provided, however, that nothing in this Section 5.13 shall preclude the assumption of such rights by executors, administrators or other legal representatives of the Employee or the Employees estate and their assigning any rights hereunder to the person or persons entitled thereto.

Section 5.15. Tax Withholding. The Company or other payor is authorized to withhold from any benefit provided or payment due hereunder, the amount of withholding taxes due any federal, state or local authority in respect of such benefit or payment and to take such other action as may be necessary in the opinion of the Board to satisfy all obligations for the payment of such withholding taxes. The Employee will be solely responsible for all taxes assessed against her with respect to the compensation and benefits described in this Agreement, other than typical employer-paid taxes such as FICA, and the Company makes no representations as to the tax treatment of such compensation and benefits.

Section 5.16. 409A Compliance. All payments under this Agreement are intended to comply with or be exempt from the requirements of Section 409A of the Code and regulations promulgated thereunder (Section 409A). As used in this Agreement, the Code means the Internal Revenue Code of 1986, as amended. To the extent permitted under applicable regulations and/or other guidance of general applicability issued pursuant to Section 409A, the Company reserves the right to modify this Agreement to conform with any or all relevant provisions regarding compensation and/or benefits so that such compensation and benefits are exempt from the provisions of 409A and/or otherwise comply with such provisions so as to avoid the tax consequences set forth in Section 409A and to assure that no payment or benefit shall be subject to an additional tax under Section 409A. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A, or to the extent any provision in this Agreement must be modified to comply with Section 409A, such provision shall be read in such a manner so that no payment due to the Employee shall be subject to an additional tax within the meaning of Section 409A(a)(1)(B) of the Code. If necessary to comply with the restriction in Section 409A(a)(2)(B) of the Code concerning payments to specified employees, any payment on account of the Employees separation from service that would otherwise be due hereunder within six (6) months after such separation shall be delayed until the first business day of the seventh month following the Termination Date and the first such payment shall include the cumulative amount of any payments (without interest) that would have been paid prior to such date if not for such restriction. Each payment in a series of payments hereunder shall be deemed to be a separate payment for purposes of Section 409A. In no event may the Employee, directly or indirectly, designate the calendar year of payment. All reimbursements provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the Employees lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement is not subject to liquidation or exchange for another benefit. Notwithstanding anything contained herein to the contrary, the Employee shall not be considered to have terminated employment with the Company for purposes of Section 4.1 unless the Employee would be considered to have incurred a termination of employment from the Company within the meaning of Treasury Regulation 1.409A-1(h)(1)(ii). In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Employee by Section 409A or damages for failing to comply with Section 409A.

(a) If any payment, benefit or distribution of any type to or for the benefit of the Employee, whether paid or payable, provided or to be provided, or distributed or distributable pursuant to the terms of this Agreement or otherwise (collectively, the Parachute Payments) would subject the Employee to the excise tax imposed under Section 4999 of the Code (the Excise Tax), the Parachute Payments shall be reduced so that the maximum amount of the Parachute Payments (after reduction) shall be one dollar ($1.00) less than the amount which would cause the Parachute Payments to be subject to the Excise Tax; provided that the Parachute Payments shall only be reduced to the extent the after-tax value of amounts received by the Employee after application of the above reduction would exceed the after-tax value of the amounts received without application of such reduction. For this purpose, the after-tax value of an amount shall be determined taking into account all federal, state, and local income, employment and excise taxes applicable to such amount. Unless the Employee shall have given prior written notice to the Company to effectuate a reduction in the Parachute Payments if such a reduction is required, which notice shall be consistent with the requirements of Section 409A to avoid the imputation of any tax, penalty or interest thereunder, then the Company shall reduce or eliminate the Parachute Payments by first reducing or eliminating any cash payments (with the payments to be made furthest in the future being reduced first), then by reducing or eliminating accelerated vesting of stock options or similar awards, and then by reducing or eliminating any other remaining Parachute Payments; provided, that no such reduction or elimination shall apply to any non-qualified deferred compensation amounts (within the meaning of Section 409A) to the extent such reduction or elimination would accelerate or defer the timing of such payment in manner that does not comply with Section 409A.

(c) For purposes of this Section 5.17, (i) no portion of the Parachute Payments the receipt or enjoyment of which the Employee shall have effectively waived in writing prior to the date of payment of the Parachute Payments shall be taken into account; (ii) no portion of the Parachute Payments shall be taken into account which in the opinion of the Accounting Firm does not constitute a parachute payment within the meaning of Section 280G(b)(2) of the Code; (iii) the Parachute Payments shall be reduced only to the extent necessary so that the Parachute Payments (other than those referred to in the immediately preceding clause (i) or (ii)) in their entirety constitute reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code or are otherwise not subject to disallowance as deductions, in the opinion of the auditor or tax counsel referred to in such clause (ii); and (iv) the value of any non-cash benefit or any deferred payment or benefit included in the Parachute Payments shall be determined by the Companys independent auditors based on Sections 280G and 4999 of the Code and the regulations for applying those sections of the Code, or on substantial authority within the meaning of Section 6662 of the Code.

Section 5.18. Recoupment of Erroneously Awarded Compensation. Any incentive- based or other compensation paid to the Employee under this Agreement or any other agreement or arrangement with the Company which is subject to recovery under any law, government regulation, stock exchange listing requirement or any clawback policy adopted by the Company from time to time will be subject to the deductions and clawback as may be required by such law, government regulation, stock exchange listing requirement or clawback policy. In addition, if the Employee is or becomes an executive officer subject to the incentive compensation repayment requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act), then if required by the Dodd-Frank Act or any of its regulations she will enter into an amendment to this Agreement or a separate written agreement with the Company to comply with the Dodd-Frank Act and any of its regulations.

(ii) Change in the Ownership of a Substantial Portion of the Companys Assets. A change in the ownership of a substantial portion of the Companys assets shall occur on the date that any one person, or more than one person acting as a group (as defined in clause (iii) below), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more than 80 percent of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions. For this purpose, gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. There is no Change in Control under this clause (ii) when there is a transfer to an entity that is controlled by the shareholders of the Company immediately after the transfer, as provided below in this clause (ii). A transfer of assets by the Company is not treated as a change in the ownership of such assets if the assets are transferred to (a) a shareholder of the Company (immediately before the asset transfer) in exchange for or with respect to its capital stock, (b) an entity, 50 percent or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (c) a person, or more than one person acting as a group, that owns, directly or indirectly, 50 percent or more of the total value or voting power of all the outstanding capital stock of the Company, or (d) an entity, at least 50 percent of the total value or voting power of which is owned, directly or indirectly, by a person described in clause (ii)(c) of this paragraph. For purposes of this clause (ii), a person's status is determined immediately after the transfer of the assets.

(iii) Persons Acting as a Group. For purposes of clauses (i) and (ii) above, persons will not be considered to be acting as a group solely because they purchase or own capital stock or purchase assets of the Company at the same time. However, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of assets or capital stock, or similar business transaction with the Company. If a person, including an entity, owns stock in both corporations that enter into a merger, consolidation, purchase or acquisition of assets or capital stock, or similar transaction, such shareholder is considered to be acting as a group with other shareholders in a corporation only with respect to the ownership in that corporation before the transaction giving rise to the change and not with respect to the ownership interest in the other corporation. For purposes of this paragraph, the term corporation shall have the meaning assigned such term under Treasury Regulation section 1.280G-1, Q&A-45.

This Agreement shall be extended for additional one year terms (each such term, a Renewal Term)], unless either the Board of Directors of the Company (the Board) or the Employee objects to such extension by delivering written notice to the other party at least ninety (90) days prior to the expiration of the Initial Term or the applicable Renewal Term. Such notice, if given by either party and not withdrawn prior to the end of the applicable year, shall be deemed a termination of Employees employment by the party who delivered such notice under this Agreement. The Initial Term and each Renewal Term shall be collectively referred to herein as the Employment Period.

(a) He shall receive, for the Initial Term and each Renewal Term, if any, a rate of salary that is not less than $22,000 (USD) Dollars per month (the Salary), payable monthly and subject to normal and customary tax withholding and other deductions, all on a basis consistent with the Companys normal payroll procedures and policies. During (i) the thirty (30) day period prior to the expiration of each successive twelve (12) month period during the Initial Term, and (ii) the thirty (30) day period prior to the commencement of any Renewal Term, the Employees salary rate shall be reviewed by the Board to determine whether an increase in his rate of compensation is appropriate, which determination shall be within the sole discretion of the Board.

(e) He shall be eligible to participate in the benefits made generally available by the Company to the Employee management team, in accordance with the benefit plans established by the Company, and as may be amended from time to time in the Companys sole discretion. It is understood by the employee that all benefits are pre-approved by the Board of Directors.

| (b)| Total Disability. The Company may terminate Employees employment upon the Employee becoming Totally Disabled. For purposes of this Agreement, Totally Disabled means any physical or mental ailment or incapacity as determined by a licensed physician in good standing, which has prevented, or is reasonably expected (as determined by a licensed physician in good standing) to prevent, the Employee from performing the duties incident to the Employees employment hereunder which has continued for a period of either (A) one hundred twenty (120) consecutive days or (B) two hundred ten (210) total days in any twelve (12) month period; provided, however, that the Employee receives at least thirty (30) days written notice prior to such termination. ---|---|---

(vii) the conviction of the Employee of, or plea of nolo contendere to, a felony under federal or state law, or a crime involving dishonesty or moral turpitude or which could reflect negatively upon the Company or otherwise impair or impede its operations (as determined in the reasonable discretion of the Board); or

Notwithstanding the foregoing, Cause for termination shall not be deemed to exist with respect to the Employees acts as described in subsections (i), (ii), (iii), (iv) or (vi) above, unless the Company shall have given written notice to the Employee within a period not to exceed fifteen (15) days of the Companys knowledge of the initial existence of the occurrence, specifying the Cause with reasonable particularity and, within thirty (30) days after such notice, the Employee shall not have cured or eliminated the problem or thing giving rise to such Cause; provided, however, no more than two (2) cure periods need be provided during any twelve (12) month period. For the avoidance of doubt, Employee shall not be afforded any cure period with respect to the acts described in subsections (v), (vii),(viii) or (ix) above.

(d) Termination by Employee for Good Reason. Employee may terminate his employment with the Company for Good Reason. For purposes of this Agreement, Good Reason shall mean a termination by the Employee of his employment with the Company due to a breach by the Company of its material obligations under this Agreement, or any other agreement to which Employee and Company are both parties; provided, however, that (i) the Employee provides written notice to the Company specifying in reasonable detail the circumstances claimed to provide the basis for such termination within thirty (30) days following the occurrence of such events, without the Employees consent, (n) if such circumstances are correctable, the Company fails to correct the circumstances set forth in Employees notice of termination within thirty (30) days of receipt of such notice, and (iii) the Employee actually terminates employment within sixty (60) days following such occurrence:

(b) Termination due to Death or Total Disability. In the event that the Employees employment is terminated due to the Employees death or by the Company as a result of the Employee being deemed to be Totally Disabled, the Company shall pay to the Employee the following amounts and nothing else: (i) any accrued but unpaid Salary for services rendered to the date of termination; and (ii) an amount equal to the Salary at the time of such termination, payable each month, over a six month period beginning thirty (30) days after the date of such termination in accordance with Section 3(a) above.

(c) Termination by the Company for Cause or Voluntary Termination by Employee other than for Good Reason. In the event that Employees employment is terminated by the Company for Cause pursuant to Section 4(c) above, or due to the Employees voluntary resignation other than for Good Reason pursuant to Section 4(e) above, the Company shall pay to the Employee any accrued but unpaid Salary for services rendered to the date of termination and nothing else.

(d) Employees Obligation to Execute a General Release. In the event that Employees employment is terminated for any reason, the Companys obligation to pay the Employee the amounts set forth above in this Section 5 (with the exception of any accrued but unpaid Salary for services rendered on the date of termination) shall be conditioned upon the Employee (or his estate or beneficiary, as applicable) executing, and the effectiveness within ninety (90) days after such termination of employment of, a valid waiver and release of all claims that the Employee may have against the Company, Board of Directors, consultants, advisors, etc. under this Agreement in a form reasonably satisfactory to the Company (which waiver and release of all claims shall not waive or release claims for amounts payable pursuant to this Agreement or claims Employee may have as a shareholder of the Company). Notwithstanding the above, Employee agrees not to bring, or cause to bring, any type of legal action against any member of the Companys Board of Directors, past or present, for any reason. Employee acknowledges that by being a member of the Board of Directors they have the ability to influence and approve actions that require Board of Directors approval and, as such, have an equal voice related to all Board of Directors decisions.

(f) Transition Services. In the event that either (i) the Employee terminates his employment without Good Reason in accordance with Section 4(e) above, or (ii) the Employment Period expires pursuant to either partys non-renewal thereof, the Employee agrees that after the date of such termination or expiration, as applicable, he shall, for a period not to exceed ninety (90) days from the effective date of his termination, take all actions as reasonably requested by the Company in order to transition all of his former job duties and responsibilities to his successor, and the Company shall compensate the Employee for such services at the pro rata hourly rate of the Employees Salary as of the date of the date of the Employees termination.

(b) Non-Solicitation. During the Employment Period and for a six-month period thereafter (the Restricted Period), the Employee shall not, without the Companys prior written consent, directly or indirectly, knowingly solicit or encourage any employee of the Company to leave the employment of the Company or hire or participate in hiring any employee who has left the employment of the Company during the Restricted Period or the six (6) month period prior to the beginning of the Restricted Period.

(i) During the Employment Period and, in the event (A) the Employees employment with the Company is terminated for Cause, (B) the Employee resigns from the Company without Good Reason, or (C) the Employee elects for the Employment Period to expire in accordance with Section 1 above, then, also during the Restricted Period, the Employee expressly shall not, directly or indirectly, without the prior written consent of the Board, own, manage, operate, join, control, franchise, license, receive compensation or benefits from, or participate in the ownership, management, operation, or control of, or be employed or be otherwise connected in any manner with, a Competitive Business; provided, however, that the foregoing shall not prohibit the Employee from acquiring, solely as an investment and through market purchases, securities of any entity which are registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934 and which are publicly traded, so long as the Employee is not part of any control group of such entity and such securities, alone or if converted, do not constitute more than five percent (5%) of the outstanding voting power of that entity. For purposes of this Section 6(c), Competitive Business means any enterprise in the business that markets, sells, or distributes, via vending kiosks, products or services that are the same or similar to the products or services the Company markets, sells, or distributes.

(d) Records. All memoranda, notes, lists, records and other documents (and all copies thereof) made or compiled by the Employee or made available to the Employee by the Company concerning the Companys business or the Company shall be the Companys property and shall be delivered to the Company at any time on request.

(f) Cessation of Payments and Benefits Upon Breach. Companys obligations to make any payments or confer any benefit under this Agreement, other than to pay for all compensation and benefits accrued but unpaid up to the date of termination, will automatically and immediately terminate in the event that Employee breaches any of the restrictive covenants in this Section 6; provided, however, that Company provides written notice to Employee specifying in reasonable detail the circumstances claimed to provide the basis for such breach without Companys consent, of such events.

7\. Rights and Remedies Upon Breach of Restrictive Covenants. If the Employee breaches, or threatens to commit a breach of, any of the provisions of Section 6 (the Restrictive Covenants), the Company shall have the following rights and remedies (upon compliance with any necessary prerequisites imposed by law upon the availability of such remedies), each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity:

(a) The right and remedy to have the Restrictive Covenants specifically enforced by any court having equity jurisdiction, including, without limitation, the right to an entry against the Employee of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company; and

(b) The right and remedy to require the Employee to account for and pay over to the Company all compensation, profits, monies, accruals, increments or other benefits (collectively, Benefits) derived or received by him as the result of any transactions constituting a breach of the Restrictive Covenants, and the Employee shall account for and pay over such Benefits to the Company.

(a) The Company shall indemnify Employee to the fullest extent permitted by Delaware against all claims, actions, costs, expenses, liabilities, and losses (including without limitation, attorneys fees, judgments, fines, penalties, and ERISA excise taxes), incurred by Employee in connection with an Identifiable Proceeding that arises from or relates to any acts, events, or omissions that occur on or after the Effective Date of this Agreement. For purposes of this Section 8, Identifiable Proceeding shall mean any identifiable action, suit, or proceeding, whether civil or criminal, administrative or investigative, in which Employee is made a party to, or a witness in, such action, suit, or proceeding by reason of the fact that Employee is or was an officer, director or employee of the Company or is or was serving as an officer, director, shareholder, employee, trustee, or agent of any other entity at the request of the Company. To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees, agents or fiduciaries of the Company, Employee shall be covered by such policy or policies in accordance with its or their terms.

9\. Successors; Assignment. This Agreement shall be binding on, and inure to the benefit of, each of the parties and their permitted successors and assigns. This Agreement may be assigned by the Company to a successor in interest in connection with a sale of all or substantially all of the assets or securities of the Company.

(a) The Employee acknowledges and agrees that (i) he has had an opportunity to seek advice of counsel in connection with this Agreement and (ii) the Restrictive Covenants are reasonable in geographical and temporal scope and in all other respects. If it is determined that any of the provisions of this Agreement, including, without limitation, any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable, the remainder of the provisions of this Agreement shall not thereby be affected and shall be given full effect, without regard to the invalid portions.

(b) If any court determines that any of the covenants contained in this Agreement, including, without limitation, any of the Restrictive Covenants, or any part thereof, is unenforceable because of the duration or geographical scope of such provision, the duration or scope of such provision, as the case may be shall be reduced so that such provision becomes enforceable and, in its reduced form, such provision shall then be enforceable and shall be enforced.

13\. Amendment. This Agreement may be amended only by mutual agreement of the parties in writing without the consent of any other person and no person, other than the parties thereto (and the Employees estate upon his death), shall have any rights under or interest in this Agreement or the subject matter hereof.

17\. Authority. Each party represents and warrants that such party has the right, power and authority to enter into and execute this Agreement and to perform and discharge all of the obligations hereunder; and that this Agreement constitutes the valid and legally binding agreement and obligation of such party and is enforceable in accordance with its terms.

18\. Entire Agreement. This Agreement is intended to be the final, complete, and exclusive statement of the terms of Employees employment by the Company and may not be contradicted by evidence of any prior or contemporaneous statements or agreements, except for agreements specifically referenced herein. To the extent that the practices, policies or procedures of the Company, now or in the future, apply to Employee and are inconsistent with the terms of this Agreement, the provisions of this Agreement shall control. Any subsequent change in Employees duties, position, or compensation will not affect the validity or scope of this Agreement.

| Employee | ---|---|--- | | | /s/ David Graber | | | Name | | | | Company | | | | U-VEND, INC. | | | | /s/ Alex Orlando | | | Name: Alex Orlando | |

| | | | | | ---|---|---|---|---|---|--- | | | | PAGE | 1. | | Definitions | | | 1 | | | 2. | | Purchase and Sale of the Shares | | | 3 | | | 3. | | Representations and Warranties of the Company | | | 3 | | | 4. | | Representations and Warranties of the Purchaser | | | 10 | | | 5. | | Conditions of the Companys Obligations at the Closing | | | 12 | | | 6. | | Conditions of the Purchasers Obligations at the Closing | | | 12 | | | 7. | | Indemnification | | | 13 | | | 8. | | Termination | | | 14 | | | 9. | | Miscellaneous | | | 14 | | EXHIBITA.Form of Opinion of K&L Gates LLP

D. In accordance with the terms set forth in this Agreement, contemporaneously with the execution and delivery of this Agreement, (i)the Purchaser is executing and delivering a Lock-Up Agreement, (ii)the Company, Shengxin (Shanghai)Management Consulting Limited Partnership, Xinxin (Hongkong) Capital Co., Limited (Sino IC) and the Purchaser are executing and delivering the RRA, and (iii)the Purchaser, Roth Capital and California Bank& Trust, as escrow holder, are executing and delivering the Escrow Agreement.

(a) Sale and Issuance. Subject to the terms and conditions of this Agreement, the Purchaser agrees to purchase at the Closing, and the Company agrees to sell and issue to the Purchaser at the Closing, all of the Shares at a purchase price per Share (the Purchase Price) equal to the lesser of (x)$10.50 and (y)the IPO Price.

| (iii) | the Purchaser, Roth Capital and California Bank& Trust, as escrow holder, are executing and delivering the Escrow Agreement. ---|---|--- 3\. Representations and Warranties of the Company. The Company by this Agreement represents and warrants to the Purchaser as of the date of this Agreement and as of the Closing Date, as follows:

(ii) Except for the omission of pricing information related to the IPO, the Draft S-1 Amendment will not as of the time of filing with the SEC and as of the Effective Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that no representation or warranty is made as to information contained in or omitted from the Draft S-1 Amendment in reliance upon and in conformity with written information furnished to the Company by the Purchaser specifically for inclusion therein. Except for the omission of pricing information related to the IPO, the Draft Preliminary Prospectus as of the filing of the Draft S-1 Amendment with the SEC and as of the Closing Date will not, contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided that no representation or warranty is made as to information contained in or omitted from the Draft Preliminary Prospectus in reliance upon and in conformity with written information furnished to the Company by the Purchaser specifically for inclusion therein.

(c) Capitalization. The Company has an authorized capitalization as set forth in the Draft Preliminary Prospectus, and all of the issued shares of capital stock of the Company have been duly authorized and validly issued, are fully paid and non-assessable, conform in all material respects to the descriptions thereof contained in the Draft Preliminary Prospectus, were issued in compliance with U.S. federal and state and foreign securities laws and not in violation of any preemptive right, resale right, right of first refusal or similar right. All of the Companys options, warrants and other rights to purchase or exchange any securities for shares of the Companys capital stock have been duly

authorized and validly issued, conform in all material respects to the descriptions thereof contained in the Draft Preliminary Prospectus, and were issued in compliance with U.S. federal and state securities laws. Except as disclosed in the Draft Preliminary Prospectus, all of the issued shares of capital stock or other ownership interests of each of the Subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable and are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims, except for such liens, encumbrances, equities or claims as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

(i) The Shares have been duly authorized and, upon payment and delivery in accordance with this Agreement, will be validly issued, fully paid and non- assessable, will conform in all material respects to the description of ClassA Shares contained in the Draft Preliminary Prospectus, will be issued in compliance with U.S. federal and state securities laws and will be issued free of statutory and contractual preemptive rights, rights of first refusal and similar rights.

(ii) The Company has not sold or issued any securities that would be integrated with the offering of the Shares for purposes of the Securities Act. Neither the Company nor any of its Affiliates nor any person acting on its or their behalf has engaged or will engage in any directed selling efforts (as defined in Regulation S under the Securities Act) in connection with the offering of the Shares.

(e) Authority. The Company has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and the RRA. Each of this Agreement and the RRA has been duly and validly authorized, executed and delivered by the Company and, when executed and delivered by the Purchaser, will constitute a valid and legally binding obligation of the Company, enforceable in accordance with its terms, except as limited (i)by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other laws of general application relating to or affecting the enforcement of creditors rights generally, (ii)by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, and (iii)to the extent either Section7 of this Agreement or Section8 of the RRA is found to violate public policy.

(i) The issue and sale of the Shares, the execution, delivery and performance of this Agreement and the RRA by the Company, the consummation of the transactions contemplated by this Agreement and the RRA, and the application of the proceeds from the sale of the Shares as described under Use of Proceeds in the Draft Preliminary Prospectus will not (A)conflict with or result in a breach or violation of any of the terms or provisions of, impose any lien, charge or other encumbrance upon any property or assets of the Company or any of the Subsidiaries, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement, license, lease or other agreement or instrument to which the Company or any of the Subsidiaries is a party or by which the Company or any of the Subsidiaries is bound or to which any of the property or assets of the Company or any of the Subsidiaries is subject, (B)result in

any violation of the provisions of the certificate of incorporation, constitution, memorandum and articles of association (or similar organizational documents) of the Company or any of the Subsidiaries, or (C)result in any violation of any statute or any judgment, order, decree, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of the Subsidiaries or any of their properties or assets, except, with respect to clauses (A)and (C), conflicts, violations, encumbrances or defaults that would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

(ii) Neither the Company nor any of the Subsidiaries is (A)in violation of its certificate of incorporation, constitution, memorandum or articles of association (or similar organizational documents), (B)in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant, condition or other obligation contained in any indenture, mortgage, deed of trust, loan agreement, license or other agreement or instrument to which it is a party or by which it is bound or to which any of its properties or assets is subject, or (C)in violation of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over it or its property or assets or has failed to obtain any license, permit, certificate, franchise or other governmental authorization or permit necessary to the ownership of its property or to the conduct of its business, except in the case of clauses(B) and (C), to the extent any such conflict, breach, violation or default would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

(g) Financial Statements. The consolidated financial statements (including the related notes) included in the Draft Preliminary Prospectus comply as to form in all material respects with the requirements of RegulationS-X under the Securities Act and present fairly in all material respects the financial condition, results of operations and cash flows of the Company and the Subsidiaries at the dates and for the periods indicated and have been prepared in conformity with accounting principles generally accepted in the United States applied on a consistent basis throughout the periods involved. BDO China Shu Lun Pan Certified Public Accountants LLP are independent public accountants with respect to the Company and the Subsidiaries, as required by the Securities Act.

(i) The Company and the Subsidiaries maintain internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States, including internal accounting controls sufficient to provide reasonable assurance that (A)transactions are executed in accordance with managements general or specific authorization, (B)transactions are recorded as necessary to permit preparation of the Companys consolidated financial statements in conformity with accounting principles generally accepted in the United States and to maintain accountability for its assets, (C)access to the their assets is permitted only in accordance with managements general or specific authorization, and (D)the recorded accountability for their assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

(ii) The Company and the Subsidiaries maintain disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) that are (A)designed to ensure that information is accumulated and communicated to management of the Company and the Subsidiaries, including their respective principal executive officers and principal financial officers, as appropriate, and (B)effective in all material respects to perform the functions for which they were established.

(i) No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental agency or body having jurisdiction over the Company or any of the Subsidiaries or any of their properties or assets is required for the issue and sale of the Shares, the execution, delivery and performance of this Agreement and the RRA by the Company, the consummation of the transactions contemplated by this Agreement and the RRA, or the application of the proceeds from the sale of the Shares as described under Use of Proceeds in the Draft Preliminary Prospectus, except as are required under applicable U.S. federal and state securities laws and will be obtained or otherwise complied with prior to the Closing Date.

(iv) Neither the Company nor any of the Subsidiaries, nor, to the knowledge of the Company after due inquiry, any director, officer, agent, employee or other person associated with or acting on behalf of the Company or any of the Subsidiaries, has in the course of its actions for, or on behalf of, the Company or any of the Subsidiaries: (A)used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (B)made any direct or indirect payment to any foreign or domestic government official from corporate funds in violation of the U.S. Foreign Corrupt Practices Act of 1977 or otherwise violated any applicable provision of such Act or of any other applicable anti-bribery statute or regulation; or (C)made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any domestic government official, foreign official or employee that, in the aggregate, would reasonably be expected to result in a Material Adverse Effect. The Company and the Subsidiaries and, to the knowledge of the Company, the Affiliates of the Company and the Subsidiaries have conducted their respective businesses in compliance with the U.S. Foreign Corrupt Practices Act of 1977 and, except as would not reasonably be

(v) The operations of the Company and the Subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the money laundering statutes of all applicable jurisdictions (including the U.S. Currency and Foreign Transactions Reporting Act of 1970), the rules and regulations under such statutes, and any applicable related or similar rules, regulations or guidelines issued, administered or enforced by any governmental agency. No action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of the Subsidiaries with respect to any such statutes, rules, regulations or guidelines is pending or, to the knowledge of the Company, threatened.

| (v) | declared or paid any dividend on its capital stock. ---|---|--- Since December31, 2016, except as disclosed in the Draft Preliminary Prospectus, there has not been any change in the capital stock (other than the issuance of ClassA Shares, if any, pursuant to employee incentive plans or other stock options granted to employees) or long-term debt of the Company or any of the Subsidiaries or any adverse change, or any development involving a prospective adverse change, in or affecting the condition (financial or otherwise), results of operations, stockholders equity, properties, management, business or prospects of the Company and the Subsidiaries taken as a whole, in each case except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

(i) The Company and the Subsidiaries have good and marketable title to all personal property owned by them and that are material to the business of the Company and the Subsidiaries, taken as a whole, in each case free and clear of all liens, encumbrances and defects, except such liens, encumbrances and defects as are described in the Draft Preliminary Prospectus or do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries. All assets held under lease by the Company and

(ii) The Company and the Subsidiaries own or possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses, know-how, software, systems and technology (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businesses and have no reason to believe that the conduct of their respective businesses will conflict with, and have not received any notice of any claim of conflict with, any such rights of others.

(l) Permits. The Company and each of the Subsidiaries have such permits, licenses, patents, franchises, certificates of need and other approvals or authorizations of governmental or regulatory authorities as are necessary under applicable law to own their properties and conduct their businesses in the manner described in the Draft Preliminary Prospectus, except for any of the foregoing that would not, in the aggregate, reasonably be expected to have a Material Adverse Effect (the Permits). Neither the Company nor any of the Subsidiaries is in violation of, or in default under, any of the Permits, except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect. Neither the Company nor any of the Subsidiaries has received notice of any revocation or modification of any Permits that, in the aggregate, if revoked or modified, would reasonably be expected to have a Material Adverse Effect.

(m) Proceedings. There are no legal or governmental proceedings pending to which the Company or any of the Subsidiaries is a party or of which any property or assets of the Company or any of the Subsidiaries is the subject that would, in the aggregate, reasonably be expected to have a Material Adverse Effect or a material adverse effect on the performance of this Agreement or the consummation of the transactions contemplated by this Agreement; and to the Companys knowledge, no such proceedings are threatened or contemplated by governmental authorities or others.

the Subsidiaries has received notice from any insurer or agent of an insurer that capital improvements or other expenditures are required or necessary to be made in order to continue such insurance. There are no material claims by the Company or any of the Subsidiaries under any such policy or instrument as to which any insurance company is denying liability or defending under a reservation of rights clause. Neither the Company nor any of the Subsidiaries has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not reasonably be expected to have a Material Adverse Effect.

(p) Related-Party Transactions. No relationship, direct or indirect, exists between or among the Company, on the one hand, and the directors, officers, stockholders, customers or suppliers of the Company, on the other hand, that is required by the Securities Act and the rules and regulations thereunder to be described in the Draft Preliminary Prospectus and that is not so described.

(b) Acquisition of Shares. The Purchaser is acquiring the 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 Shares. The Purchaser has no present intention of selling, granting any participation in or otherwise distributing any interest in the Shares. The Purchaser 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 Shares.

(c) Opportunity to Investigate. The Purchaser has had an opportunity to discuss the Companys business, management, financial affairs and the terms and conditions of the offering of the Shares with the Companys management and has had an opportunity to review the Companys facilities. The foregoing, however, does not limit or modify the representations and warranties of the Company in Section3 or the right of the Purchaser to rely thereon.

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AND (A)THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF OR (B)THE HOLDER OF THESE SECURITIES IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE904 UNDER THE U.S. SECURITIES ACT OF 1933. NO TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL, IN A FORM SATISFACTORY TO ACM RESEARCH, INC., THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE U.S. SECURITIES ACT OF 1933.

The Purchaser consents to the Company making a notation in its records and giving instructions to any transfer agent of the ClassA Shares in order to implement the restrictions on transfer set forth in this Agreement. The foregoing legend shall be removed from the certificate, instrument or book entry evidencing the Shares and the Company shall, or shall cause its transfer agent to, issue, no later than three Business Days after receipt of a request from the Purchaser, a certificate or certificates evidencing all or a portion of the Shares, as requested by the Purchaser, without such legend if: (i)the Shares have been resold under an effective registration statement under the Securities Act, (ii)the Shares have been transferred in compliance with Rule 144 under the Securities Act, (iii)all of the Shares are eligible for resale pursuant to such Rule 144 without restriction, or (iv)the Purchaser shall have provided the Company with an opinion of counsel reasonably acceptable to the Company, in form and substance, stating that the Shares may lawfully be transferred without registration under the Securities Act and that the foregoing legend may be removed following such transfer.

| (ii) | the Company has complied with all its agreements contained in this Agreement, and satisfied all the conditions on its part to be performed or satisfied under this Agreement, to the extent such agreements and conditions were to be performed or satisfied at or prior to the Closing Date; and ---|---|---

(i) Share Certificates. Prior to the Closing, the Purchaser shall have received from the transfer agent for the ClassA Shares a screen shot depicting the certificate or certificates to be issued to represent the Shares. Such transfer agent shall, by 5 p.m., Pacific time, on the Closing Date, deposit such certificate or certificates with a courier or other agent identified by the Purchaser for delivery in accordance with instructions provided to the Company at least two Business Days prior to the Closing Date.

(a) Indemnity. The Company by this Agreement agrees to indemnify, defend and hold harmless the Purchaser, its Affiliates and each of their respective, directors, officers, employees, shareholders, representatives and agents (Indemnified Parties) from, against and in respect of any damages, losses, charges, liabilities, claims demands, actions, suits, proceedings, payments, judgments, settlements, assessments, deficiencies, interest and costs and expenses (Losses) imposed on, sustained, incurred or suffered by or asserted against any of the Indemnified Parties (whether in respect of third party claims, claims between the parties to this Agreement, or otherwise) directly or indirectly relating to or arising out of any breach by the Company of any of representations, warranty or agreement made by it in this Agreement. The indemnity set forth in this Section7 will not be prejudiced, adversely affected or deemed waived by:

8\. Termination. This Agreement shall terminate and be of no more force or effect upon the earliest to occur, if any, of: (a)the delivery by the Company or the Purchaser to each of the parties hereto, at any time before the Company files the Draft S-1 Amendment with the SEC under the Securities Act, of a notice to the effect that this Agreement is being terminated, (b)the delivery by the Company of notice to the Purchaser pursuant to Section3(a)(iv), (c)the filing by the Company with the SEC of a request for withdrawal of the Registration Statement, (d)November15, 2017, if the IPO has not consummated by such date, (e)upon delivery by the Purchase of an notice to the Company, if Sino IC has determined to not to proceed with the closing of its purchase of 833,334 ClassA Shares pursuant to the Sino IC Agreement, or the Sino IC Agreement has been terminated, and (f)the written consent of each of the parties to this Agreement.

(a) Governing Law; Forum and Remedies. The internal laws of the State of Delaware, irrespective of its conflicts of law principles, shall govern the validity of this Agreement, the construction of its terms, and the interpretation and enforcement of the rights and duties of the parties to this Agreement. The parties to this Agreement by this Agreement irrevocably submit to the exclusive jurisdiction of first, the Court of Chancery in the State of Delaware (and any appellate court thereof) and to the extent such Court of Chancery (or appellate court thereof) lacks jurisdiction over the matter, the Federal courts of the United States of America located in the State of Delaware (or appellate court thereof located within such county) solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated by this Agreement and thereby, and by this Agreement

(c) Amendments; No Waiver. This Agreement may be amended, modified or waived if, and only if, such amendment, modification or waiver is in writing and signed, in the case of an amendment or modification, by each party to this Agreement, or in the case of a waiver, by the party against whom the waiver is to be effective. Any waiver by any party of a breach of any provision of this Agreement shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Agreement. The failure of a party to insist upon strict adherence to any term of this Agreement on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

(f) Severability. If at any time subsequent to the date of this Agreement, any provision of this Agreement shall be held by any court of competent jurisdiction to be illegal, void or unenforceable, such provision shall be of no force and effect, but the illegality or unenforceability of such provision shall have no effect upon the legality or enforceability of any other provision of this Agreement.

(g) 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 facsimile, electronic mail (including pdf) 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.

terms and provisions of this Agreement are for the sole benefit of only those persons, except that the representations, warranties, indemnities and agreements of the Company contained in this Agreement shall also be deemed to be for the benefit of the Indemnified Parties. Nothing in this Agreement is intended or shall be construed to give any person, other than the persons referred to in this Section9(i), any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained in this Agreement.

(j) 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 necessary disbursements in addition to any other relief to which such party may be entitled.

(k) Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to a party under this Agreement, upon any breach or default of another party under this Agreement, shall impair any such right, power or remedy of such non-breaching or non-defaulting party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of a party of any breach or default under this Agreement, or any waiver on the part of a party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to a party, shall be cumulative and not alternative.

| (vii) | unless the context otherwise requires, (A)references in this Agreement to an agreement, instrument or other document 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 (B)references in this Agreement to a statute means such statute as amended from time to time and include any successor legislation thereto and any rules and regulations promulgated thereunder; and ---|---|---

| (viii) | 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. ---|---|--- (m) Waiver of Immunity. With respect to any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated by this Agreement, each party irrevocably waives, to the fullest extent permitted by applicable law, all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, service of process, attachment (both before and after judgment) and execution to which it might otherwise be entitled, and with respect to any such suit or proceeding, each party waives any such immunity in any court of competent jurisdiction, and will not raise or claim or cause to be pleaded any such immunity at or in respect of any such suit or proceeding, including any immunity pursuant to the U.S. Foreign Sovereign Immunities Act of 1976.

1.1 Affiliate means, with respect to any specified Person, any other Person who, directly or indirectly, controls, is controlled by, or is under common control with such Person, including any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person.

| were issued and outstanding; (c)1,400,000 shares were designated as SeriesC Preferred Stock, 1,360,962 shares of which were issued and outstanding; (d)4,800,000 shares were designated as SeriesD Preferred Stock, 1,326,642 shares of which were issued and outstanding, (e)10,718,530 shares were designated as SeriesE Preferred Stock, 4,998,508 of which were issued or outstanding; and (e)6,000,000 shares were designated as SeriesF Preferred Stock, 3,663,254 shares of which were issued and outstanding. ---|--- Each share of Series A Preferred Stock, Series B Preferred Stock and Series F Preferred Stock is convertible into 1.0000 shares of ClassA Common Stock, (B)each share of Series C Preferred Stock is convertible into 1.0631 shares of ClassA Common Stock, and (C)each share of Series D Preferred Stock is convertible into 1.3686 shares of ClassA Common Stock. All of the outstanding shares of capital stock have been duly authorized and are fully paid and non- assessable. True and complete copies of the certificate of incorporation and the bylaws of ACM, each as currently in effect, have been provided to Ninebell.

(d) When issued and delivered in accordance with the terms of this Agreement, the Shares will be validly issued, fully paid and non-assessable and free of restrictions on transfer other than restrictions on transfer under applicable U.S. federal, state and other securities laws and other restrictions created by or imposed by this Agreement.

3.4 Governmental Consents and Filings. Assuming the accuracy of the representations made by Shareholder and Ninebell in Section4, no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any U.S. federal, state or local governmental authority is required on the part of ACM in connection with the issuance of the Shares, except for filings pursuant to RegulationD of the Securities Act, which will be made by ACM in a timely manner.

3.5 Compliance with Other Instruments. ACM is not in violation or default (a)of any provision of its certificate of incorporation or bylaws, (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 U.S. or Korean federal or state statute, rule or regulation applicable to ACM, the violation of which would have an MAE. The execution, delivery and performance of this Agreement and the

3.7 Intellectual Property. ACM owns or possesses or believes it can acquire on commercially reasonable terms sufficient legal rights to all Intellectual Property without any known conflict with, or infringement of, the rights of others. To the knowledge of ACM, no product marketed or sold (or proposed to be marketed or sold) by ACM violates or will violate any license or infringes or will infringe any intellectual property rights of any other party. Other than with respect to commercially available software products under standard end-user object code license agreements, there are no outstanding options, licenses, agreements, claims, encumbrances or shared ownership interests of any kind relating to Intellectual Property, nor is ACM bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, proprietary rights and processes of any other Person. For purposes of this Section3.7, ACM shall be deemed to have knowledge of a patent right if ACM has actual knowledge of the patent right or would be found to be on notice of such patent right as determined by reference to U.S. patent laws.

3.8 Permits. ACM has all franchises, permits, licenses and any similar authority necessary for the conduct of its business as now being conducted by it, the lack of which could have an MAE. ACM is not in default in any material respect under any of such franchises, permits, licenses or other similar authority.

4.2 Authorization. All corporate action required to be taken to authorize Ninebell to enter into and perform this Agreement has been taken. This Agreement constitutes a valid and legally binding obligation of each of Ninebell and Shareholder, enforceable against each of Ninebell and Shareholder 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.

4.4 Compliance with Other Instruments. 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 (i)a default under any such provision, instrument, judgment, order, writ, decree, contract or agreement or (ii)an event that results in the creation of any lien, charge or encumbrance upon any assets of Ninebell or the suspension, revocation, forfeiture, or nonrenewal of any material permit or license applicable to Ninebell.

(a) Ninebell has had an opportunity to discuss with ACMs management the business, management and financial affairs of ACM and the terms and conditions of the offering of the Shares. The foregoing, however, does not limit or modify the representations and warranties of ACM in Section3 or the right of Ninebell or Shareholder to rely thereon.

(e) Ninebell (i)is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act and (ii)is not a U.S. person as defined in Regulation S under the Securities Act and the 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 Shares and the date of the execution and delivery of this Agreement, Ninebell was at all times outside of the United States. Ninebell has satisfied itself as to the full observance of the laws of the Republic of Korea in connection with any invitation to receive the Shares or any use of this Agreement, including (A)the legal requirements within the Republic of Korea for the purchase of the Shares, (B)any governmental or other consents that may need to be obtained, (C)the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Shares, and (D)Ninebells receipt and continued beneficial ownership of the Shares will not violate any applicable securities or other laws of the Republic of Korea.

5.2 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 the Follow-On Closing 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.

5.3 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 hereto 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.

5.5 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 facsimile, electronic mail (including pdf) 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.

5.7 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 actual receipt and: (a)personal delivery to the party to be notified; (b)when sent, if sent by electronic mail or facsimile during normal business hours of the recipient, and if not sent during normal business hours, then on the recipients next business day; (c)ten days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (d)two of the recipients business days

5.8 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 necessary disbursements in addition to any other relief to which such party may be entitled.

5.11 Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to a party under this Agreement, upon any breach or default of another party under this Agreement, shall impair any such right, power or remedy of such non-breaching or non-defaulting party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of a party of any breach or default under this Agreement, or any waiver on the part of a party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to a party, shall be cumulative and not alternative.

5.13 Dispute Resolution. The parties (a)hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of the State of California and to the jurisdiction of the U.S. District Court for the Northern District of California 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 California or the U.S. District Court for the Northern District of California, and (c)hereby 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 hereof may not be enforced in or by such court.

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 SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY 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.