ACM RESEARCH, INC. UNDERWRITING AGREEMENT [●] Shares of Common StockUnderwriting Agreement • October 18th, 2017 • ACM Research, Inc. • Special industry machinery, nec • New York
ACM Research, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters,” or each, an “Underwriter”), for whom Roth Capital Partners, LLC is acting as representative (the “Representative”), an aggregate of [●] authorized but unissued shares (the “Firm Shares”) of Class A common stock, par value $0.0001 per share (the “Common Stock”), of the Company. The Company also proposes to sell to the Underwriters, upon the terms and conditions set forth in Section 7 hereof, up to an additional [●] shares of Common Stock (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter collectively referred to as the “Shares”.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 18th, 2017 • ACM Research, Inc. • Special industry machinery, nec • Delaware
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of October 16, 2017, by and between ACM Research, Inc., a Delaware corporation (the “Company”) and Victorious Way Limited (the “Purchaser”). Certain capitalized terms used in this Agreement are defined in Section 1.
VOTING AGREEMENTAdoption Agreement • October 18th, 2017 • ACM Research, Inc. • Special industry machinery, nec • Delaware
THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of March 23, 2017, by and among ACM Research, Inc. (the “Company”), Shanghai Technology Venture Capital Co., Ltd. (“STVC”), and each holder of the Company’s Class B common stock, $0.0001 par value per share (the “Class B Stock”), listed on SCHEDULE A (collectively with any subsequent investors, or transferees, who become parties hereto as “Stockholders” pursuant to Section 4.1 or 4.2, the “Stockholders”).
NOMINATION AND VOTING AGREEMENTNomination and Voting Agreement • October 18th, 2017 • ACM Research, Inc. • Special industry machinery, nec • Delaware
THIS NOMINATION AND VOTING AGREEMENT (this “Agreement”), dated as of October 11, 2017, is made by and among ACM Research, Inc., a Delaware corporation (the “Company”), Xinxin (Hongkong) Capital Co., Limited (the “Holder”), and the several individuals and entities named on SCHEDULE I (the “Voting Holders”). Certain capitalized terms used herein are defined in Section 1.
ORDINARY SHARE PURCHASE AGREEMENTOrdinary Share Purchase Agreement • October 18th, 2017 • ACM Research, Inc. • Special industry machinery, nec • Delaware
THIS ORDINARY SHARE PURCHASE AGREEMENT (this “Agreement”) is made as of September 6, 2017 by and among ACM Research, Inc. (“ACM”), Ninebell Co., Ltd. (“Ninebell”) and Moon-Soo Choi (“Shareholder”). Certain definitions are used with the meanings ascribed to them in Section 1.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 18th, 2017 • ACM Research, Inc. • Special industry machinery, nec • Delaware
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made as of March 23, 2017 (the “Agreement Date”) by and between ACM Research, Inc. (“ACM”) and Shanghai Science and Technology Venture Capital Co., Ltd. (“SSTVC”).
SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTAdoption Agreement • October 18th, 2017 • ACM Research, Inc. • Special industry machinery, nec • Delaware
THIS SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of , 2017, by and among ACM Research, Inc., a Delaware corporation (the “Company”), Shengxin (Shanghai) Management Consulting Limited Partnership (“SMC”), Xinxin (Hongkong) Capital Co., Limited and Victorious Way Limited. Certain capitalized terms used herein are defined in Section 1.
CLASS A COMMON STOCK PURCHASE AGREEMENTClass a Common Stock Purchase Agreement • October 18th, 2017 • ACM Research, Inc. • Special industry machinery, nec • Delaware
THIS CLASS A COMMON STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of September 6, 2017 by and among ACM Research, Inc. (“ACM”), Ninebell Co., Ltd. (“Ninebell”) and Moon-Soo Choi (“Shareholder”). Certain definitions are used with the meanings ascribed to them in Section 1.
