(s)Sarbanes-Oxley; Internal Accounting Controls. Except as set forth in the SEC Reports, the Company and the Subsidiaries are in compliance with any and all applicable requirements of the Sarbanes- Oxley Act of 2002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of the date hereof and as of the Closing Date. Except as set forth in the SEC Reports, the Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with managements general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with managements general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as set forth in the SEC Reports, the Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commissions rules and forms. The Companys certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of the end of the period covered by the most recently filed periodic report under the Exchange Act ( such date, the Evaluation Date). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and its Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company and its Subsidiaries.

( s ) Sarbanes-Oxley ; Internal Accounting Controls . Except as set forth in the SEC Reports , the Company and the Subsidiaries are in compliance with any and all applicable requirements of the Sarbanes - Oxley Act of 2002 that are effective as of the date hereof , and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of the date hereof and as of the Closing Date . Except as set forth in the SEC Reports , the Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that : ( i ) transactions are executed in accordance with managements general or specific authorizations , ( ii ) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability , ( iii ) access to assets is permitted only in accordance with managements general or specific authorization , and ( iv ) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences . Except as set forth in the SEC Reports , the Company and the Subsidiaries have established disclosure controls and procedures ( as defined in Exchange Act Rules 13a-15 ( e ) and 15d-15 ( e ) ) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded , processed , summarized and reported , within the time periods specified in the Commissions rules and forms . The Companys certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of the end of the period covered by the most recently filed periodic report under the Exchange Act ( such date , the Evaluation Date ) . The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date . Since the Evaluation Date , there have been no changes in the internal control over financial reporting ( as such term is defined in the Exchange Act ) of the Company and its Subsidiaries that have materially affected , or is reasonably likely to materially affect , the internal control over financial reporting of the Company and its Subsidiaries .


(u)Investment Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Securities, will not be or be an Affiliate of, an investment company within the meaning of the Investment Company Act of 1940 , as amended. The Company shall conduct its business in a manner so that it will not become an investment company subject to registration under the Investment Company Act of 1940 , as amended.

( u ) Investment Company . The Company is not , and is not an Affiliate of , and immediately after receipt of payment for the Securities , will not be or be an Affiliate of , an investment company within the meaning of the Investment Company Act of 1940 , as amended . The Company shall conduct its business in a manner so that it will not become an investment company subject to registration under the Investment Company Act of 1940 , as amended .


(ii)Office of Foreign Assets Control. Neither the Company nor any Subsidiary nor, to the Company's knowledge, any director, officer, agent, employee or affiliate of the Company or any Subsidiary is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (OFAC).

( ii ) Office of Foreign Assets Control . Neither the Company nor any Subsidiary nor , to the Company ' s knowledge , any director , officer , agent , employee or affiliate of the Company or any Subsidiary is currently subject to any U . S . sanctions administered by the Office of Foreign Assets Control of the U . S . Treasury Department ( OFAC ) .


(kk)Bank Holding Company Act. Neither the Company nor any of its Subsidiaries is subject to the Bank Holding Company Act of 1956 , as amended (the BHCA) and to regulation by the Board of Governors of the Federal Reserve System (the Federal Reserve). Neither the Company nor any of its Subsidiaries owns or controls, directly or indirectly, five percent (5%) or more of the outstanding shares of any class of voting securities or twenty- five percent or more of the total equity of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither the Company nor any of its Subsidiaries exercises a controlling influence over the management or policies of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve.

( kk ) Bank Holding Company Act . Neither the Company nor any of its Subsidiaries is subject to the Bank Holding Company Act of 1956 , as amended ( the BHCA ) and to regulation by the Board of Governors of the Federal Reserve System ( the Federal Reserve ) . Neither the Company nor any of its Subsidiaries owns or controls , directly or indirectly , five percent ( 5 % ) or more of the outstanding shares of any class of voting securities or twenty - five percent or more of the total equity of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve . Neither the Company nor any of its Subsidiaries exercises a controlling influence over the management or policies of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve .


(ll)Money Laundering. The operations of the Company and its Subsidiaries are and have been conducted at all times in material compliance with applicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970 , as amended, applicable money laundering statutes and applicable rules and regulations thereunder (collectively, the Money Laundering Laws), and no Action or Proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any Subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge of the Company or any Subsidiary, threatened.

( ll ) Money Laundering . The operations of the Company and its Subsidiaries are and have been conducted at all times in material compliance with applicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970 , as amended , applicable money laundering statutes and applicable rules and regulations thereunder ( collectively , the Money Laundering Laws ) , and no Action or Proceeding by or before any court or governmental agency , authority or body or any arbitrator involving the Company or any Subsidiary with respect to the Money Laundering Laws is pending or , to the knowledge of the Company or any Subsidiary , threatened .


4.2Furnishing of Information. Until no Purchaser owns Securities, the Company covenants to use commercially reasonable efforts to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act.< br/>

4 . 2Furnishing of Information . Until no Purchaser owns Securities , the Company covenants to use commercially reasonable efforts to timely file ( or obtain extensions in respect thereof and file within the applicable grace period ) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act . & lt ; br / & gt ;


4.4Securities Laws Disclosure; Publicity. The Company shall (a) by 9:30 a.m. (New York City time) on the Trading Day immediately following the date hereof, issue a press release disclosing the material terms of the transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange Act ( the 8-K Filing). From and after the issuance of such press release, the Company represents to the Purchasers that it shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents. In addition, effective upon the issuance of such press release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates on the one hand, and any of the Purchaser or any of their Affiliates on the other hand, shall terminate. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser named in any further press release or public statement, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. For clarity, any public statement or press release of the Company that does not name any Purchaser and includes disclosure about the transactions consistent with the initial press release and 8-K Filing described above shall not require further consent from any Purchaser. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (a) as required by federal securities law in connection with the filing of final Transaction Documents with the Commission and (b) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause (b).

4 . 4Securities Laws Disclosure ; Publicity . The Company shall ( a ) by 9 : 30 a . m . ( New York City time ) on the Trading Day immediately following the date hereof , issue a press release disclosing the material terms of the transactions contemplated hereby , and ( b ) file a Current Report on Form 8-K , including the Transaction Documents as exhibits thereto , with the Commission within the time required by the Exchange Act ( the 8-K Filing ) . From and after the issuance of such press release , the Company represents to the Purchasers that it shall have publicly disclosed all material , non-public information delivered to any of the Purchasers by the Company or any of its Subsidiaries , or any of their respective officers , directors , employees or agents . In addition , effective upon the issuance of such press release , the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement , whether written or oral , between the Company , any of its Subsidiaries or any of their respective officers , directors , agents , employees or Affiliates on the one hand , and any of the Purchaser or any of their Affiliates on the other hand , shall terminate . The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby , and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company , with respect to any press release of any Purchaser , or without the prior consent of each Purchaser named in any further press release or public statement , with respect to any press release of the Company , which consent shall not unreasonably be withheld or delayed , except if such disclosure is required by law , in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication . For clarity , any public statement or press release of the Company that does not name any Purchaser and includes disclosure about the transactions consistent with the initial press release and 8-K Filing described above shall not require further consent from any Purchaser . Notwithstanding the foregoing , the Company shall not publicly disclose the name of any Purchaser , or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market , without the prior written consent of such Purchaser , except ( a ) as required by federal securities law in connection with the filing of final Transaction Documents with the Commission and ( b ) to the extent such disclosure is required by law or Trading Market regulations , in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause ( b ) .


5.9Governing Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of New York , without regard to the principles of conflicts of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such Action or Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company under Section 4.8, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceeding.

5 . 9Governing Law . All questions concerning the construction , validity , enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of New York , without regard to the principles of conflicts of law thereof . Each party agrees that all legal Proceedings concerning the interpretations , enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents ( whether brought against a party hereto or its respective affiliates , directors , officers , shareholders , partners , members , employees or agents ) shall be commenced exclusively in the state and federal courts sitting in the City of New York . Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York , Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein ( including with respect to the enforcement of any of the Transaction Documents ) , and hereby irrevocably waives , and agrees not to assert in any Action or Proceeding , any claim that it is not personally subject to the jurisdiction of any such court , that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding . Each party hereby irrevocably waives personal service of process and consents to process being served in any such Action or Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery ( with evidence of delivery ) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof . Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law . If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents , then , in addition to the obligations of the Company under Section 4 . 8 , the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys fees and other costs and expenses incurred with the investigation , preparation and prosecution of such Action or Proceeding .


This SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of September 20, 2017 , is entered into by and between PURA NATURALS, INC. , a Colorado corporation (the "Company"), and EMA Financial, LLC , a Delaware limited liability company (the "Purchaser").

This SECURITIES PURCHASE AGREEMENT ( this " Agreement " ) , dated as of September 20 , 2017 , is entered into by and between PURA NATURALS , INC . , a Colorado corporation ( the " Company " ) , and EMA Financial , LLC , a Delaware limited liability company ( the " Purchaser " ) .


w) Foreign Corrupt Practices. Neither the Company, nor any of its Subsidiaries, nor any director, officer, agent, employee or other person acting on behalf of the Company or any Subsidiary has, in the course of his actions for, or on behalf of, the Company, used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977 , as amended, or made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.

w ) Foreign Corrupt Practices . Neither the Company , nor any of its Subsidiaries , nor any director , officer , agent , employee or other person acting on behalf of the Company or any Subsidiary has , in the course of his actions for , or on behalf of , the Company , used any corporate funds for any unlawful contribution , gift , entertainment or other unlawful expenses relating to political activity ; made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds ; violated or is in violation of any provision of the U . S . Foreign Corrupt Practices Act of 1977 , as amended , or made any bribe , rebate , payoff , influence payment , kickback or other unlawful payment to any foreign or domestic government official or employee .


y) No Investment Company. The Company is not, and upon the issuance and sale of the Securities as contemplated by this Agreement will not be, an "investment company" required to be registered under the Investment Company Act of 1940 (an "Investment Company"). The Company is not controlled by an Investment Company.

y ) No Investment Company . The Company is not , and upon the issuance and sale of the Securities as contemplated by this Agreement will not be , an " investment company " required to be registered under the Investment Company Act of 1940 ( an " Investment Company " ) . The Company is not controlled by an Investment Company .


a) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws thereof or any other State. Any action brought by any party against any other party hereto concerning the transactions contemplated by this Agreement shall be brought only in the state courts of New York or in the federal courts located in the state and county of New York. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The parties executing this Agreement and other agreements referred to herein or delivered in connection herewith on behalf of the Company agree to submit to the in personam jurisdiction of such courts and hereby irrevocably waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney's fees and costs. In the event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other transaction document contemplated hereby by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

a ) Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws thereof or any other State . Any action brought by any party against any other party hereto concerning the transactions contemplated by this Agreement shall be brought only in the state courts of New York or in the federal courts located in the state and county of New York . The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens . The parties executing this Agreement and other agreements referred to herein or delivered in connection herewith on behalf of the Company agree to submit to the in personam jurisdiction of such courts and hereby irrevocably waive trial by jury . The prevailing party shall be entitled to recover from the other party its reasonable attorney ' s fees and costs . In the event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law , then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law . Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement . Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any suit , action or proceeding in connection with this Agreement or any other transaction document contemplated hereby by mailing a copy thereof via registered or certified mail or overnight delivery ( with evidence of delivery ) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof . Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law .


40 Wall Street, Suite 1700


23101 Lake Center Drive, Suite 100


PURA NATURALS, INC. (DELAWARE). | ---|--- | By:

PURA NATURALS , INC . ( DELAWARE ) . | - - - | - - - | By :


THIS STOCK PURCHASE AGREEMENT (this Agreement) is made as of October 11, 2017 , by and among ACM Research, Inc. , a Delaware corporation (the Company), Xunxin (Shanghai) Capital Co. , Limited (Sino IC Shanghai), Xinxin (Hongkong) Capital Co., Limited (the Purchaser), and, solely for the purpose of Section2(c)(iii), David H. Wang (Wang). Certain capitalized terms used in this Agreement are defined in Section1.

THIS STOCK PURCHASE AGREEMENT ( this Agreement ) is made as of October 11 , 2017 , by and among ACM Research , Inc . , a Delaware corporation ( the Company ) , Xunxin ( Shanghai ) Capital Co . , Limited ( Sino IC Shanghai ) , Xinxin ( Hongkong ) Capital Co . , Limited ( the Purchaser ) , and , solely for the purpose of Section2 ( c ) ( iii ) , David H . Wang ( Wang ) . Certain capitalized terms used in this Agreement are defined in Section1 .


(j) Exchange Act means the U.S. Securities Exchange Act of 1934 and the rules and regulations of the SEC thereunder.

( j ) Exchange Act means the U . S . Securities Exchange Act of 1934 and the rules and regulations of the SEC thereunder .


(i) If the IPO Price is between $8.40 and $10.50 , 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 equal to the IPO Price.

( i ) If the IPO Price is between $ 8 . 40 and $ 10 . 50 , 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 equal to the IPO Price .


(iii) If the IPO Price is equal to or greater than $10.50 , the Purchase Price shall be $10.50 and 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 $10.50 per Share.

( iii ) If the IPO Price is equal to or greater than $ 10 . 50 , the Purchase Price shall be $ 10 . 50 and 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 $ 10 . 50 per Share .


| (z) | in accordance with Section2(a)(ii), the Purchaser shall notify the Company by 6 a.m., Pacific time, on the second Business Day before the Expected Pricing Date, whether the Purchaser will, or will not, purchase the Shares if the Purchase Price is less than $8.40. ---|---|--- Following, and subject to, the receipt of notice from the Company pursuant to this Section2(c)(ii)(A), the Purchaser shall deposit, by 5 p.m., Pacific time, on the second Business Day before the Expected Pricing Date, the amount of $8,750,000 in an account with a bank in Hong Kong held in the name of the Purchaser.

| ( z ) | in accordance with Section2 ( a ) ( ii ) , the Purchaser shall notify the Company by 6 a . m . , Pacific time , on the second Business Day before the Expected Pricing Date , whether the Purchaser will , or will not , purchase the Shares if the Purchase Price is less than $ 8 . 40 . - - - | - - - | - - - Following , and subject to , the receipt of notice from the Company pursuant to this Section2 ( c ) ( ii ) ( A ) , the Purchaser shall deposit , by 5 p . m . , Pacific time , on the second Business Day before the Expected Pricing Date , the amount of $ 8 , 750 , 000 in an account with a bank in Hong Kong held in the name of the Purchaser .


(B) Subject to Section2(a)(ii) and the satisfaction of all of the conditions set forth under Section6 (or waiver thereof by the Purchaser), by 8 p.m., Pacific time, on the first day on which ClassA Shares trade on the Nasdaq Global Market, the Purchaser shall arrange for a wire transfer in the amount of the Purchase Price for all of the Shares (or, if less, $8,750,000 ), in immediately available funds, to be made to an account specified by the Company prior to the Expected Pricing Date.

( B ) Subject to Section2 ( a ) ( ii ) and the satisfaction of all of the conditions set forth under Section6 ( or waiver thereof by the Purchaser ) , by 8 p . m . , Pacific time , on the first day on which ClassA Shares trade on the Nasdaq Global Market , the Purchaser shall arrange for a wire transfer in the amount of the Purchase Price for all of the Shares ( or , if less , $ 8 , 750 , 000 ) , in immediately available funds , to be made to an account specified by the Company prior to the Expected Pricing 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 expected to result in a Material Adverse Effect, all other applicable anti- bribery statutes and regulations, and the Company and the Subsidiaries maintain policies and procedures designed to ensure, and that are reasonably expected to continue to ensure, continued compliance with the U.S. Foreign Corrupt Practices Act of 1977 and other applicable anti-bribery statutes and regulations.

( 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 expected to result in a Material Adverse Effect , all other applicable anti - bribery statutes and regulations , and the Company and the Subsidiaries maintain policies and procedures designed to ensure , and that are reasonably expected to continue to ensure , continued compliance with the U . S . Foreign Corrupt Practices Act of 1977 and other applicable anti-bribery statutes and regulations .


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

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


(c) Corporate Proceedings. All corporate proceedings and other legal matters incidental to the authorization, form and validity of this Agreement and all other legal matters relating to this Agreement and the transactions contemplated by this Agreement, including the filing of the Restated Certificate of Incorporation of ACM Research, Inc. (in the form filed with the SEC by the Company as

( c ) Corporate Proceedings . All corporate proceedings and other legal matters incidental to the authorization , form and validity of this Agreement and all other legal matters relating to this Agreement and the transactions contemplated by this Agreement , including the filing of the Restated Certificate of Incorporation of ACM Research , Inc . ( in the form filed with the SEC by the Company as


(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

( 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


Affiliate means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act. < br/>

Affiliate means any Person that , directly or indirectly through one or more intermediaries , controls or is controlled by or is under common control with a Person , as such terms are used in and construed under Rule 405 under the Securities Act . & lt ; br / & gt ;


Common Stock means the common stock of the Company, $0.001 par value per share, and any other class of securities into which such securities may hereafter be reclassified or changed.

Common Stock means the common stock of the Company , $ 0 . 001 par value per share , and any other class of securities into which such securities may hereafter be reclassified or changed .


2.1Closing. On the Closing Dates, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, an aggregate of up to $55,120.00 principal amount of Notes and Warrants as determined pursuant to Section 2.2(a), such purchase and sale being the Closing. Each Purchaser shall deliver to the Company such Purchasers Subscription Amount, and the Company shall deliver to each Purchaser its respective Note and Warrants, as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at a Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of G&M or such other location as the parties shall mutually agree. Notwithstanding anything herein to the contrary, the Closing must take place on or before September 31, 2017 (the Termination Date). With respect to the Closing not held on or before the Termination Date, the Company shall cause all subscription documents and funds, if any, to be returned, without interest or deduction to each prospective Purchaser.

2 . 1Closing . On the Closing Dates , upon the terms and subject to the conditions set forth herein , the Company agrees to sell , and the Purchasers , severally and not jointly , agree to purchase , an aggregate of up to $ 55 , 120 . 00 principal amount of Notes and Warrants as determined pursuant to Section 2 . 2 ( a ) , such purchase and sale being the Closing . Each Purchaser shall deliver to the Company such Purchasers Subscription Amount , and the Company shall deliver to each Purchaser its respective Note and Warrants , as determined pursuant to Section 2 . 2 ( a ) , and the Company and each Purchaser shall deliver the other items set forth in Section 2 . 2 deliverable at a Closing . Upon satisfaction of the covenants and conditions set forth in Sections 2 . 2 and 2 . 3 , the Closing shall occur at the offices of G & amp ; M or such other location as the parties shall mutually agree . Notwithstanding anything herein to the contrary , the Closing must take place on or before September 31 , 2017 ( the Termination Date ) . With respect to the Closing not held on or before the Termination Date , the Company shall cause all subscription documents and funds , if any , to be returned , without interest or deduction to each prospective Purchaser .


(iii)Warrants registered in the names of such Purchaser equal to 31.74891 warrants for each dollar of note principal issued to such Purchaser. Such warrants shall have a per share exercise price equal to $0.04 of the conversion price for the day prior to the Closing, subject to adjustment as provided therein;

( iii ) Warrants registered in the names of such Purchaser equal to 31 . 74891 warrants for each dollar of note principal issued to such Purchaser . Such warrants shall have a per share exercise price equal to $ 0 . 04 of the conversion price for the day prior to the Closing , subject to adjustment as provided therein ;


(aa) Money Laundering. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with applicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970 , as amended, applicable money laundering statutes and applicable rules and regulations thereunder (collectively, the Money Laundering Laws), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any Subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge of the Company or any Subsidiary, threatened.

( aa ) Money Laundering . The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with applicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970 , as amended , applicable money laundering statutes and applicable rules and regulations thereunder ( collectively , the Money Laundering Laws ) , and no action , suit or proceeding by or before any court or governmental agency , authority or body or any arbitrator involving the Company or any Subsidiary with respect to the Money Laundering Laws is pending or , to the knowledge of the Company or any Subsidiary , threatened .


(ff) No Disqualification Events. None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering hereunder, any beneficial owner of 20% or more of the Companys outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with the Company in any capacity at the time of sale (each, an Issuer Covered Person and, together, Issuer Covered Persons) is subject to any of the Bad Actor disqualifications described in Rule 506(d)(l)(i) to (viii) under the Securities Act ( a Disqualification Event), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to the Purchasers a copy of any disclosures provided thereunder. The Company will notify the Purchasers in writing, prior to the Closing Date of (i) any Disqualification Event relating to any Issuer Covered Person and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Issuer Covered Person.

( ff ) No Disqualification Events . None of the Company , any of its predecessors , any affiliated issuer , any director , executive officer , other officer of the Company participating in the offering hereunder , any beneficial owner of 20 % or more of the Companys outstanding voting equity securities , calculated on the basis of voting power , nor any promoter ( as that term is defined in Rule 405 under the Securities Act ) connected with the Company in any capacity at the time of sale ( each , an Issuer Covered Person and , together , Issuer Covered Persons ) is subject to any of the Bad Actor disqualifications described in Rule 506 ( d ) ( l ) ( i ) to ( viii ) under the Securities Act ( a Disqualification Event ) , except for a Disqualification Event covered by Rule 506 ( d ) ( 2 ) or ( d ) ( 3 ) . The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event . The Company has complied , to the extent applicable , with its disclosure obligations under Rule 506 ( e ) , and has furnished to the Purchasers a copy of any disclosures provided thereunder . The Company will notify the Purchasers in writing , prior to the Closing Date of ( i ) any Disqualification Event relating to any Issuer Covered Person and ( ii ) any event that would , with the passage of time , become a Disqualification Event relating to any Issuer Covered Person .


(c)Purchaser Status. At the time such Purchaser was offered the Securities, it was, and as of the date hereof it is, and on each date on which it converts a Note or exercises any Warrants, it will be either: (i) an accredited investor as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act or (ii) a qualified institutional buyer as defined in Rule 144A(a) under the Securities Act. Such Purchaser is not required to be registered as a broker-dealer under Section 15 of the Exchange Act. Such Purchaser has the authority and is duly and legally qualified to purchase and own the Securities. Such Purchaser is able to bear the risk of such investment for an indefinite period and to afford a complete loss thereof.

( c ) Purchaser Status . At the time such Purchaser was offered the Securities , it was , and as of the date hereof it is , and on each date on which it converts a Note or exercises any Warrants , it will be either : ( i ) an accredited investor as defined in Rule 501 ( a ) ( 1 ) , ( a ) ( 2 ) , ( a ) ( 3 ) , ( a ) ( 7 ) or ( a ) ( 8 ) under the Securities Act or ( ii ) a qualified institutional buyer as defined in Rule 144A ( a ) under the Securities Act . Such Purchaser is not required to be registered as a broker-dealer under Section 15 of the Exchange Act . Such Purchaser has the authority and is duly and legally qualified to purchase and own the Securities . Such Purchaser is able to bear the risk of such investment for an indefinite period and to afford a complete loss thereof .


(d)Legend Removal. Certificates evidencing the Underlying Shares shall not contain any legend (Unlegended Shares) (including the legend set forth in Section 4.1(b) hereof): (i) while a registration statement covering the resale of such security is effective under the Securities Act, ( ii) following any sale of such Underlying Shares pursuant to Rule 144, (iii) if such Underlying Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Underlying Shares and without volume or manner-of-sale restrictions or (iv) if such legend is not required under applicable requirements of the Securities Act ( including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue a legal opinion to the Transfer Agent during the time any of the aforedescribed conditions apply, to effect the removal of the legend hereunder. If all or any Notes are converted or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the corresponding Underlying Shares, or if such Underlying Shares may be sold under Rule 144 or if such legend is not otherwise required under applicable requirements of the Securities Act ( including judicial interpretations and pronouncements issued by the staff of the Commission) then such Underlying Shares shall be issued free of all legends. The Company agrees that following such time as such legend is no longer required under this Section 4.1(d), it will, no later than five Trading Days following the delivery by the Purchaser to the Company or the Transfer Agent of a certificate representing Underlying Shares, as applicable, issued with a restrictive legend (such fifth Trading Day, the Legend Removal Dale), deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends (however, the Corporation shall use reasonable best efforts to deliver such shares within three (3) Trading Days). The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1. Certificates for Underlying Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchasers prime broker with the Depository Trust Company System as directed by such Purchaser.

( d ) Legend Removal . Certificates evidencing the Underlying Shares shall not contain any legend ( Unlegended Shares ) ( including the legend set forth in Section 4 . 1 ( b ) hereof ) : ( i ) while a registration statement covering the resale of such security is effective under the Securities Act , ( ii ) following any sale of such Underlying Shares pursuant to Rule 144 , ( iii ) if such Underlying Shares are eligible for sale under Rule 144 , without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Underlying Shares and without volume or manner-of-sale restrictions or ( iv ) if such legend is not required under applicable requirements of the Securities Act ( including judicial interpretations and pronouncements issued by the staff of the Commission ) . The Company shall cause its counsel to issue a legal opinion to the Transfer Agent during the time any of the aforedescribed conditions apply , to effect the removal of the legend hereunder . If all or any Notes are converted or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the corresponding Underlying Shares , or if such Underlying Shares may be sold under Rule 144 or if such legend is not otherwise required under applicable requirements of the Securities Act ( including judicial interpretations and pronouncements issued by the staff of the Commission ) then such Underlying Shares shall be issued free of all legends . The Company agrees that following such time as such legend is no longer required under this Section 4 . 1 ( d ) , it will , no later than five Trading Days following the delivery by the Purchaser to the Company or the Transfer Agent of a certificate representing Underlying Shares , as applicable , issued with a restrictive legend ( such fifth Trading Day , the Legend Removal Dale ) , deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends ( however , the Corporation shall use reasonable best efforts to deliver such shares within three ( 3 ) Trading Days ) . The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4 . 1 . Certificates for Underlying Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchasers prime broker with the Depository Trust Company System as directed by such Purchaser .


Greenwood Hall Inc | Address for Notice: ---|--- | | 6230 Wilshire Blvd, Suite 136 | Los Angeles, California 90048-5126 | Email: bbradfield@greenwoodhall.com | Fax: [RC]

Greenwood Hall Inc | Address for Notice : - - - | - - - | | 6230 Wilshire Blvd , Suite 136 | Los Angeles , California 90048-5126 | Email : bbradfield @ greenwoodhall . com | Fax : [ RC ]


SECURITIES PURCHASE AGREEMENT ]


SECTION 1. Issuance of Securities.On the terms and subject to the conditions contained herein, at the Closing, Purchaser agrees to purchase, and the Company agrees to issue, the Securities at the Purchase Price. On the terms and subject to the conditions contained herein, at the Closing, Purchaser shall deliver the Purchase Price to the Company in immediately available funds by wire transfer to an account designated by the Company. The consummation of the purchase and sale of the Securities hereunder (the Closing) shall take place at a mutually agreed time and on a mutually agreed date on or before January1, 2018 (the Closing Date) following the satisfaction or waiver of the conditions set forth in Sections 4 and 5 below at the offices of the Company.

SECTION 1 . Issuance of Securities . On the terms and subject to the conditions contained herein , at the Closing , Purchaser agrees to purchase , and the Company agrees to issue , the Securities at the Purchase Price . On the terms and subject to the conditions contained herein , at the Closing , Purchaser shall deliver the Purchase Price to the Company in immediately available funds by wire transfer to an account designated by the Company . The consummation of the purchase and sale of the Securities hereunder ( the Closing ) shall take place at a mutually agreed time and on a mutually agreed date on or before January1 , 2018 ( the Closing Date ) following the satisfaction or waiver of the conditions set forth in Sections 4 and 5 below at the offices of the Company .


(f) Jurisdiction. In addition, each of the parties hereto (i)consents to submit itself to the personal jurisdiction of the federal and state courts located in San Diego , California in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement; (ii)agrees that he, she or it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from such court; (iii)agrees that he, she or it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the federal or state courts located in San Diego , California; and (iv)to the fullest extent permitted by law, consents to service being made through the notice procedures set forth in Section6(c). Each of the parties hereto hereby agrees that, to the fullest extent permitted by law, service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section6(c) shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated hereby. Each of the parties hereto waives any right to a trial by jury in any such suit or proceeding.

( f ) Jurisdiction . In addition , each of the parties hereto ( i ) consents to submit itself to the personal jurisdiction of the federal and state courts located in San Diego , California in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement ; ( ii ) agrees that he , she or it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from such court ; ( iii ) agrees that he , she or it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the federal or state courts located in San Diego , California ; and ( iv ) to the fullest extent permitted by law , consents to service being made through the notice procedures set forth in Section6 ( c ) . Each of the parties hereto hereby agrees that , to the fullest extent permitted by law , service of any process , summons , notice or document by U . S . registered mail to the respective addresses set forth in Section6 ( c ) shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated hereby . Each of the parties hereto waives any right to a trial by jury in any such suit or proceeding .


Alternate Base Rate means a rate per annum determined by the Administrative Agent on the first Business Day of each week, which shall be the highest of (a)the Prime Rate,(b)the Federal Funds Effective Rate plus one-half of one percent ( 0.50% ) per annum, and (c)the Adjusted LIBOR Rate (rounded upward, if necessary, to the next whole multiple of 1/100th of one percent) for an Interest Period of one month on such day plus one percent ( 1.00% ) per annum; provided that, in no event shall the Alternate Base Rate be less than 0.00%. Any change in the Alternate Base Rate due to a change in the calculation thereof shall be effective at the opening of business on the first Business Day of each week or, if determined more frequently, at the opening of business on the first Business Day immediately following the date of such determination and without necessity of notice being provided to the Borrower or any other Person.

Alternate Base Rate means a rate per annum determined by the Administrative Agent on the first Business Day of each week , which shall be the highest of ( a ) the Prime Rate , ( b ) the Federal Funds Effective Rate plus one-half of one percent ( 0 . 50 % ) per annum , and ( c ) the Adjusted LIBOR Rate ( rounded upward , if necessary , to the next whole multiple of 1 / 100th of one percent ) for an Interest Period of one month on such day plus one percent ( 1 . 00 % ) per annum ; provided that , in no event shall the Alternate Base Rate be less than 0 . 00 % . Any change in the Alternate Base Rate due to a change in the calculation thereof shall be effective at the opening of business on the first Business Day of each week or , if determined more frequently , at the opening of business on the first Business Day immediately following the date of such determination and without necessity of notice being provided to the Borrower or any other Person .


Bail-In Legislation means, with respect to any EEA Member Country implementing Article55 of Directive 2014/59/ EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

Bail-In Legislation means , with respect to any EEA Member Country implementing Article55 of Directive 2014 / 59 / EU of the European Parliament and of the Council of the European Union , the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule .


Commodity Exchange Act means the Commodity Exchange Act ( 7 U.S.C. 1 et seq.).

Commodity Exchange Act means the Commodity Exchange Act ( 7 U . S . C . 1 et seq . ) .


Communications Act means the Communications Act of 1934 and the rulesand regulations of the FCC thereunder.

Communications Act means the Communications Act of 1934 and the rulesand regulations of the FCC thereunder .


Farm Credit Lender means a federally-chartered Farm Credit System lending institution organized under the Farm Credit Act of 1971 .


Flood Laws means, collectively, (a)the National Flood Insurance Act of 1968 , (b)the Flood Disaster Protection Act of 1973 , (c)the National Flood Insurance Reform Act of 1994 and (d)the Flood Insurance Reform Act of 2004 , and all other applicable Laws related thereto.

Flood Laws means , collectively , ( a ) the National Flood Insurance Act of 1968 , ( b ) the Flood Disaster Protection Act of 1973 , ( c ) the National Flood Insurance Reform Act of 1994 and ( d ) the Flood Insurance Reform Act of 2004 , and all other applicable Laws related thereto .


Principal Office means the main banking office of the Administrative Agent in Greenwood Village, Colorado, or such other banking office as may be designated in writing by the Administrative Agent to the Borrower from time to time.

Principal Office means the main banking office of the Administrative Agent in Greenwood Village , Colorado , or such other banking office as may be designated in writing by the Administrative Agent to the Borrower from time to time .


Qualified ECP Guarantor means, in respect of any Swap Obligation, each Loan Party that has total assets exceeding $10,000,000 at the time the relevant Guaranty or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other Person as constitutes an eligible contract participant under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another Person to qualify as an eligible contract participant at such time by entering into a keepwell under Section1a(18)(A)(v)(II)of the Commodity Exchange Act.< br/>

Qualified ECP Guarantor means , in respect of any Swap Obligation , each Loan Party that has total assets exceeding $ 10 , 000 , 000 at the time the relevant Guaranty or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other Person as constitutes an eligible contract participant under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another Person to qualify as an eligible contract participant at such time by entering into a keepwell under Section1a ( 18 ) ( A ) ( v ) ( II ) of the Commodity Exchange Act . & lt ; br / & gt ;


Sanctions means any economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by any Governmental Authority of the United States of America, Canada, the United Kingdom or any member of the European Union.

Sanctions means any economic or financial sanctions or trade embargoes imposed , administered or enforced from time to time by any Governmental Authority of the United States of America , Canada , the United Kingdom or any member of the European Union .


Standard& Poors means Standard& Poors Ratings Services LLC, a subsidiary of The McGraw-Hill Companies,Inc., or any successor or assignee of the business of such division in the business of rating securities and debt.

Standard & amp ; Poors means Standard & amp ; Poors Ratings Services LLC , a subsidiary of The McGraw-Hill Companies , Inc . , or any successor or assignee of the business of such division in the business of rating securities and debt .


Swap Obligation means, with respect to any Loan Party, any obligation to pay or perform under any agreement, contract or transaction that constitutes a swap within the meaning of Section1a(47) of the Commodity Exchange Act.< br/>

Swap Obligation means , with respect to any Loan Party , any obligation to pay or perform under any agreement , contract or transaction that constitutes a swap within the meaning of Section1a ( 47 ) of the Commodity Exchange Act . & lt ; br / & gt ;


UCC shall mean the Uniform Commercial Code as the same may be in effect from time to time in the State of New York ; provided that if, by reason of applicable Law, the validity or perfection of any security interest in any Collateral granted under the Loan Documents is governed by the Uniform Commercial Code as in effect in a jurisdiction other than New York, then as to the validity or perfection, as the case may be, of such security interest Uniform Commercial Code shall mean the Uniform Commercial Code as in effect from time to time in such other jurisdictions.

UCC shall mean the Uniform Commercial Code as the same may be in effect from time to time in the State of New York ; provided that if , by reason of applicable Law , the validity or perfection of any security interest in any Collateral granted under the Loan Documents is governed by the Uniform Commercial Code as in effect in a jurisdiction other than New York , then as to the validity or perfection , as the case may be , of such security interest Uniform Commercial Code shall mean the Uniform Commercial Code as in effect from time to time in such other jurisdictions .


USA Patriot Act means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 , Public Law 107-56 .


(iii) The sum of (A)all aggregate outstanding principal amounts of all Tranches of Incremental Term Loans and (B)all unused Incremental Term Loan Commitments of all Tranches of Incremental Term Loans shall not exceed at any time the Maximum Aggregate Increase Amount. Repayments or prepayments of the principal of any Incremental Term Loans may not be reborrowed. Each Tranche of Incremental Term Loans shall bear interest at the Alternate Base Rate or the Adjusted LIBOR Rate plus such Applicable Margin as is set forth in the Notice of Incremental Term Loan Borrowing related to such Tranche, and shall be subject to the amortization set forth in the applicable Notice of Incremental Term Loan Borrowing relating to such Tranche, provided, however, to the extent that the Applicable Margins for Base Rate Loans or LIBOR Rate Loans under any Tranche of Incremental Term Loans exceed by more than 0.50% the Applicable Margins for the existing Term Loan A-2 Facility, determined as of the initial funding date of such Tranche of Incremental Term Loans, the Applicable Margins for the existing Facilities shall be increased so that the Applicable Margins on such Tranche of Incremental Term Loans and the existing Term Loan A-2 are equal, and the Applicable Margins on the other Facilities are lower than the Applicable Margins on such Tranche of Incremental Term Loans and the existing Term Loan A-2 by the same percentage as they were before the increase in the Applicable Margin of the existing Term Loan A-2 Facility. The final maturity date of any Tranche of Incremental Term Loans shall be no earlier than the Maturity Date with respect to the Term Loan A-2 Facility. The weighted average life of any Tranche of Incremental Term Loans shall be equal to or greater than the weighted average life of the Term Loan A-2 Facility, determined as of the initial funding date of such Tranche of Incremental Term Loans . The original issue discount or the upfront fees applicable to any Tranche of Incremental Term Loans shall not be more than 1.00% of the aggregate principal amount of the Incremental Term Loans thereunder. Any covenant or Event of Default applicable to any Tranche of Incremental Term Loans that is more restrictive than the equivalent covenant or Event of Default set forth in this Agreement shall be deemed to be applicable to all Facilities hereunder. All Incremental Term Loans shall for all purposes be Obligations hereunder and under the Loan Documents.

( iii ) The sum of ( A ) all aggregate outstanding principal amounts of all Tranches of Incremental Term Loans and ( B ) all unused Incremental Term Loan Commitments of all Tranches of Incremental Term Loans shall not exceed at any time the Maximum Aggregate Increase Amount . Repayments or prepayments of the principal of any Incremental Term Loans may not be reborrowed . Each Tranche of Incremental Term Loans shall bear interest at the Alternate Base Rate or the Adjusted LIBOR Rate plus such Applicable Margin as is set forth in the Notice of Incremental Term Loan Borrowing related to such Tranche , and shall be subject to the amortization set forth in the applicable Notice of Incremental Term Loan Borrowing relating to such Tranche , provided , however , to the extent that the Applicable Margins for Base Rate Loans or LIBOR Rate Loans under any Tranche of Incremental Term Loans exceed by more than 0 . 50 % the Applicable Margins for the existing Term Loan A-2 Facility , determined as of the initial funding date of such Tranche of Incremental Term Loans , the Applicable Margins for the existing Facilities shall be increased so that the Applicable Margins on such Tranche of Incremental Term Loans and the existing Term Loan A-2 are equal , and the Applicable Margins on the other Facilities are lower than the Applicable Margins on such Tranche of Incremental Term Loans and the existing Term Loan A-2 by the same percentage as they were before the increase in the Applicable Margin of the existing Term Loan A-2 Facility . The final maturity date of any Tranche of Incremental Term Loans shall be no earlier than the Maturity Date with respect to the Term Loan A-2 Facility . The weighted average life of any Tranche of Incremental Term Loans shall be equal to or greater than the weighted average life of the Term Loan A-2 Facility , determined as of the initial funding date of such Tranche of Incremental Term Loans . The original issue discount or the upfront fees applicable to any Tranche of Incremental Term Loans shall not be more than 1 . 00 % of the aggregate principal amount of the Incremental Term Loans thereunder . Any covenant or Event of Default applicable to any Tranche of Incremental Term Loans that is more restrictive than the equivalent covenant or Event of Default set forth in this Agreement shall be deemed to be applicable to all Facilities hereunder . All Incremental Term Loans shall for all purposes be Obligations hereunder and under the Loan Documents .


2.8 Notes. The obligation of the Borrower to repay the aggregate unpaid principal amount of the Revolving Loans, Swing Line Loans, the Term Loan A-1, the Term Loan A-2, and Incremental Term Loans made to it by each Lender, together with interest thereon, shall, at the request of the applicable Lender, be evidenced by a Revolving Note, a Swing Line Note, a Term Loan A-1 Note, a Term Loan A-2 Note and/or an Incremental Term Loan Note, as the case may be, dated the Closing Date, the effective date of the applicable Incremental Term Loan Funding Agreement, or the date of such request, as applicable, payable to the order of such Lender in a face amount equal to the Revolving Commitment, Swing Line Commitment, Term Loan A-1 Commitment, Term Loan A-2 Commitment or Incremental Term Loan Commitment, as applicable, of such Lender. The Borrower hereby unconditionally promises to pay, to the order of each of the Lenders, the Administrative Agent, each Issuing Lender and the Swing Line Lender, as applicable, the Loans and other Obligations as provided in this Agreement and the other Loan Documents.

2 . 8 Notes . The obligation of the Borrower to repay the aggregate unpaid principal amount of the Revolving Loans , Swing Line Loans , the Term Loan A-1 , the Term Loan A-2 , and Incremental Term Loans made to it by each Lender , together with interest thereon , shall , at the request of the applicable Lender , be evidenced by a Revolving Note , a Swing Line Note , a Term Loan A-1 Note , a Term Loan A-2 Note and / or an Incremental Term Loan Note , as the case may be , dated the Closing Date , the effective date of the applicable Incremental Term Loan Funding Agreement , or the date of such request , as applicable , payable to the order of such Lender in a face amount equal to the Revolving Commitment , Swing Line Commitment , Term Loan A-1 Commitment , Term Loan A-2 Commitment or Incremental Term Loan Commitment , as applicable , of such Lender . The Borrower hereby unconditionally promises to pay , to the order of each of the Lenders , the Administrative Agent , each Issuing Lender and the Swing Line Lender , as applicable , the Loans and other Obligations as provided in this Agreement and the other Loan Documents .


(a) Issuance of Letters of Credit. Subject to the terms and conditions of this Agreement and the other Loan Documents, including Sections4.2 and 4.3, and in reliance upon the representations and warranties set forth in this Agreement and the other Loan Documents and in reliance on the agreements of the Revolving Lenders set forth in this Section2.9, each Issuing Lender severally agrees to issue standby and commercial letters of credit (the Letters of Credit) for the account of the Borrower and, if applicable, any other Loan Party, on any Business Day from the Closing Date through but not including the Letter of Credit Expiration Date. The Borrower may at any time prior to the Letter of Credit Expiration Date request the issuance of a Letter of Credit, or an amendment or extension of a Letter of Credit, by delivering to an Issuing Lender (with a copy to the Administrative Agent) a completed application and agreement for letters of credit, or request for such amendment or extension, as applicable, in such form as such Issuing Lender may specify from time to time (each a Letter of Credit Request) by no later than 11:00 a.m.at least five Business Days, or such shorter period as may be agreed to by an Issuing Lender, in advance of the proposed date of issuance, amendment or extension. Promptly after receipt of any Letter of Credit Request, such Issuing Lender shall confirm with the Administrative Agent (in writing) that the Administrative Agent has received a copy of such Letter of Credit Request and if not, such Issuing Lender will provide the Administrative Agent with a copy thereof. Unless such Issuing Lender has received notice from any Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to the requested date of issuance, amendment or extension of the applicable Letter of Credit, that one or more applicable conditions in ArticleIV is not satisfied, then such Issuing Lender will issue a Letter of Credit or agree to such amendment or extension, provided that each Letter of Credit shall (i)have a maximum maturity of 12 months from the date of issuance, provided, further, that a Letter of Credit may contain renewal terms satisfactory to the Issuing Lender and (ii)in no event expire later than the Letter of Credit Expiration Date . At no time shall (A)the Letter of Credit Obligations exceed the Letter of Credit Sublimit or (B)the Revolving Credit Facility Usage exceed the Revolving Commitments. Each request by the Borrower for the issuance, amendment or extension of a Letter of Credit shall be deemed to be a representation by the Borrower that it shall be in compliance with the preceding sentence and with ArticleIV after giving effect to the requested issuance, amendment or extension of such Letter of Credit. Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to the beneficiary thereof, the applicable Issuing Lender will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. The Borrower unconditionally guarantees all obligations of any other Loan Party with respect to Letters of Credit issued by the Issuing Lender for the account of such Loan Party.

( a ) Issuance of Letters of Credit . Subject to the terms and conditions of this Agreement and the other Loan Documents , including Sections4 . 2 and 4 . 3 , and in reliance upon the representations and warranties set forth in this Agreement and the other Loan Documents and in reliance on the agreements of the Revolving Lenders set forth in this Section2 . 9 , each Issuing Lender severally agrees to issue standby and commercial letters of credit ( the Letters of Credit ) for the account of the Borrower and , if applicable , any other Loan Party , on any Business Day from the Closing Date through but not including the Letter of Credit Expiration Date . The Borrower may at any time prior to the Letter of Credit Expiration Date request the issuance of a Letter of Credit , or an amendment or extension of a Letter of Credit , by delivering to an Issuing Lender ( with a copy to the Administrative Agent ) a completed application and agreement for letters of credit , or request for such amendment or extension , as applicable , in such form as such Issuing Lender may specify from time to time ( each a Letter of Credit Request ) by no later than 11 : 00 a . m . at least five Business Days , or such shorter period as may be agreed to by an Issuing Lender , in advance of the proposed date of issuance , amendment or extension . Promptly after receipt of any Letter of Credit Request , such Issuing Lender shall confirm with the Administrative Agent ( in writing ) that the Administrative Agent has received a copy of such Letter of Credit Request and if not , such Issuing Lender will provide the Administrative Agent with a copy thereof . Unless such Issuing Lender has received notice from any Lender , the Administrative Agent or any Loan Party , at least one Business Day prior to the requested date of issuance , amendment or extension of the applicable Letter of Credit , that one or more applicable conditions in ArticleIV is not satisfied , then such Issuing Lender will issue a Letter of Credit or agree to such amendment or extension , provided that each Letter of Credit shall ( i ) have a maximum maturity of 12 months from the date of issuance , provided , further , that a Letter of Credit may contain renewal terms satisfactory to the Issuing Lender and ( ii ) in no event expire later than the Letter of Credit Expiration Date . At no time shall ( A ) the Letter of Credit Obligations exceed the Letter of Credit Sublimit or ( B ) the Revolving Credit Facility Usage exceed the Revolving Commitments . Each request by the Borrower for the issuance , amendment or extension of a Letter of Credit shall be deemed to be a representation by the Borrower that it shall be in compliance with the preceding sentence and with ArticleIV after giving effect to the requested issuance , amendment or extension of such Letter of Credit . Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to the beneficiary thereof , the applicable Issuing Lender will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment . The Borrower unconditionally guarantees all obligations of any other Loan Party with respect to Letters of Credit issued by the Issuing Lender for the account of such Loan Party .


(b) Disposition of Assets. Promptly upon the receipt by any Loan Party or Subsidiary thereof of Net Cash Proceeds from any Disposition, the Borrower shall prepay, or cause such other Loan Party or Subsidiary to prepay, Obligations in an aggregate amount equal to 100% of such Net Cash Proceeds of such Disposition. All such proceeds shall be paid and applied in accordance with Sections2.13(f)and (g). Notwithstanding anything herein to the contrary, no such mandatory prepayment shall constitute or be deemed to constitute a cure of any Default or Event of Default arising as a result of the Disposition giving rise to such prepayment obligation.

( b ) Disposition of Assets . Promptly upon the receipt by any Loan Party or Subsidiary thereof of Net Cash Proceeds from any Disposition , the Borrower shall prepay , or cause such other Loan Party or Subsidiary to prepay , Obligations in an aggregate amount equal to 100 % of such Net Cash Proceeds of such Disposition . All such proceeds shall be paid and applied in accordance with Sections2 . 13 ( f ) and ( g ) . Notwithstanding anything herein to the contrary , no such mandatory prepayment shall constitute or be deemed to constitute a cure of any Default or Event of Default arising as a result of the Disposition giving rise to such prepayment obligation .


(c) Casualty Events. Promptly upon the receipt by any Loan Party or Subsidiary thereof of Net Cash Proceeds of any Casualty Event or series of related Casualty Events affecting any property of any Loan Party or any Subsidiary of any Loan Party, the Borrower shall prepay, or cause such other Loan Party or Subsidiary thereof to prepay, Obligations in an aggregate amount equal to 100% of such Net Cash Proceeds of such Casualty Event(s). All such proceeds shall be paid and applied in accordance with Sections2.13(f)and (g). Notwithstanding anything herein to the contrary, no such mandatory prepayment shall constitute or be deemed to constitute a cure of any Default or Event of Default arising as a result of such Casualty Event(s)giving rise to such prepayment obligation.

( c ) Casualty Events . Promptly upon the receipt by any Loan Party or Subsidiary thereof of Net Cash Proceeds of any Casualty Event or series of related Casualty Events affecting any property of any Loan Party or any Subsidiary of any Loan Party , the Borrower shall prepay , or cause such other Loan Party or Subsidiary thereof to prepay , Obligations in an aggregate amount equal to 100 % of such Net Cash Proceeds of such Casualty Event ( s ) . All such proceeds shall be paid and applied in accordance with Sections2 . 13 ( f ) and ( g ) . Notwithstanding anything herein to the contrary , no such mandatory prepayment shall constitute or be deemed to constitute a cure of any Default or Event of Default arising as a result of such Casualty Event ( s ) giving rise to such prepayment obligation .


(d) Equity Issuances. Promptly upon receipt by any Loan Party or Subsidiary thereof of Net Cash Proceeds from any Equity Issuance by any Loan Party other than the Parent, other than Equity Issuances expressly permitted under Section7.13(a), the Borrower shall prepay, or cause such other Loan Party or Subsidiary to prepay, Obligations in an aggregate amount equal to 100% of Net Cash Proceeds of such Equity Issuance. Promptly upon receipt by any Loan Party or Subsidiary thereof of Net Cash Proceeds from any Equity Issuance by the Parent, other than Equity Issuances to the extent expressly permitted under Section7.13(b), the Borrower shall prepay, or cause such other Loan Party or Subsidiary to prepay, Obligations in an aggregate amount equal to 50% of Net Cash Proceeds of such Equity Issuance. All such proceeds shall be paid and applied in accordance with Sections2.13(f)and (g). Notwithstanding anything herein to the contrary, no such mandatory prepayment shall constitute or be deemed to constitute a cure of any Default or Event of Default arising as a result of such Equity Issuance giving rise to such prepayment obligation.

( d ) Equity Issuances . Promptly upon receipt by any Loan Party or Subsidiary thereof of Net Cash Proceeds from any Equity Issuance by any Loan Party other than the Parent , other than Equity Issuances expressly permitted under Section7 . 13 ( a ) , the Borrower shall prepay , or cause such other Loan Party or Subsidiary to prepay , Obligations in an aggregate amount equal to 100 % of Net Cash Proceeds of such Equity Issuance . Promptly upon receipt by any Loan Party or Subsidiary thereof of Net Cash Proceeds from any Equity Issuance by the Parent , other than Equity Issuances to the extent expressly permitted under Section7 . 13 ( b ) , the Borrower shall prepay , or cause such other Loan Party or Subsidiary to prepay , Obligations in an aggregate amount equal to 50 % of Net Cash Proceeds of such Equity Issuance . All such proceeds shall be paid and applied in accordance with Sections2 . 13 ( f ) and ( g ) . Notwithstanding anything herein to the contrary , no such mandatory prepayment shall constitute or be deemed to constitute a cure of any Default or Event of Default arising as a result of such Equity Issuance giving rise to such prepayment obligation .


(e) Debt Incurrence. Promptly upon the receipt by any Loan Party or Subsidiary thereof of the Net Cash Proceeds of any Debt Incurrence, other than a Debt Incurrence permitted under Section7.1, the Borrower shall prepay, or cause such other Loan Party or Subsidiary thereof to prepay, Obligations in an amount equal to 100% of the amount of such Net Cash Proceeds. All such proceeds shall be paid and applied in accordance with Sections2.13(f)and (g). Notwithstanding anything herein to the contrary, any such prepayment shall not constitute or be deemed to be a cure of any Default or Event of Default arising as a result of such Debt Incurrence.

( e ) Debt Incurrence . Promptly upon the receipt by any Loan Party or Subsidiary thereof of the Net Cash Proceeds of any Debt Incurrence , other than a Debt Incurrence permitted under Section7 . 1 , the Borrower shall prepay , or cause such other Loan Party or Subsidiary thereof to prepay , Obligations in an amount equal to 100 % of the amount of such Net Cash Proceeds . All such proceeds shall be paid and applied in accordance with Sections2 . 13 ( f ) and ( g ) . Notwithstanding anything herein to the contrary , any such prepayment shall not constitute or be deemed to be a cure of any Default or Event of Default arising as a result of such Debt Incurrence .


(A) No Defaulting Lender shall be entitled to receive any Revolving Unused Commitment Fee, Term Loan A-1 Unused Commitment Fee or Term Loan A-2 Unused Commitment Fee for any period during which that Lender is a Defaulting Lender (and, subject to clause (C)below, the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender); provided that, if such Defaulting Lender has not fully funded its Pro Rata Share of the Initial Credit Extension, it shall be deemed to have been a Defaulting Lender with respect to such unfunded share (calculated on a pro rata basis) since the Execution Date.

( A ) No Defaulting Lender shall be entitled to receive any Revolving Unused Commitment Fee , Term Loan A-1 Unused Commitment Fee or Term Loan A-2 Unused Commitment Fee for any period during which that Lender is a Defaulting Lender ( and , subject to clause ( C ) below , the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender ) ; provided that , if such Defaulting Lender has not fully funded its Pro Rata Share of the Initial Credit Extension , it shall be deemed to have been a Defaulting Lender with respect to such unfunded share ( calculated on a pro rata basis ) since the Execution Date .


(A) Reallocation with respect to Initial Credit Extension. All or any part of such Defaulting Lenders Pro Rata Share of the Initial Credit Extension may be reallocated among Voluntarily Increasing Lenders in accordance with the terms and conditions hereof and of the Fee Letters; provided that, (1)such reallocation shall be deemed to have occurred on Execution Date, (2)such reallocation may be offered by the Administrative Agent in its sole discretion to existing Lenders and/or to any other Person that (x)qualifies as an Eligible Assignee and is reasonably acceptable to the Borrower, (y)has agreed to become a Lender in respect of all or a portion of the unfunded portion of such Defaulting Lenders Pro Rata Share of the Initial Credit Extension, and (z)such existing Lender or Eligible Assignee agrees to accept such reallocation in its sole discretion (a Voluntarily Increasing Lender), executes and delivers such documentation as the Administrative Agent may request to give effect to such reallocation and funds its reallocated portion of the unfunded portion of such Defaulting Lenders Pro Rata Share of the Initial Credit Extension. No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender.

( A ) Reallocation with respect to Initial Credit Extension . All or any part of such Defaulting Lenders Pro Rata Share of the Initial Credit Extension may be reallocated among Voluntarily Increasing Lenders in accordance with the terms and conditions hereof and of the Fee Letters ; provided that , ( 1 ) such reallocation shall be deemed to have occurred on Execution Date , ( 2 ) such reallocation may be offered by the Administrative Agent in its sole discretion to existing Lenders and / or to any other Person that ( x ) qualifies as an Eligible Assignee and is reasonably acceptable to the Borrower , ( y ) has agreed to become a Lender in respect of all or a portion of the unfunded portion of such Defaulting Lenders Pro Rata Share of the Initial Credit Extension , and ( z ) such existing Lender or Eligible Assignee agrees to accept such reallocation in its sole discretion ( a Voluntarily Increasing Lender ) , executes and delivers such documentation as the Administrative Agent may request to give effect to such reallocation and funds its reallocated portion of the unfunded portion of such Defaulting Lenders Pro Rata Share of the Initial Credit Extension . No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender .


(a) Quarterly Financial Statements. As soon as available and in any event no later than the earlier of (i)10 days after Parent is or would be required to file a report Form10-Q with the Securities and Exchange Commission in compliance with the reporting requirements of Section13 or 15(d)of the Securities Exchange Act of 1934 , as amended (whether or not the Borrower is subject to such reporting requirements), and (ii)50 days after the end of each of the first three fiscal quarters in each fiscal year of the Borrower, financial statements of the Parent consisting of a consolidated balance sheet as of the end of such fiscal quarter, related consolidated statements of income for the fiscal quarter then ended and the fiscal year through that date, and consolidated stockholders equity and cash flows for the fiscal year through that date, all in reasonable detail and certified by a Compliance Officer of the Borrower as having been prepared in accordance with GAAP (subject to normal year-end audit adjustments), consistently applied, and setting forth in comparative form the respective financial statements for the corresponding date and period in the previous fiscal year.

( a ) Quarterly Financial Statements . As soon as available and in any event no later than the earlier of ( i ) 10 days after Parent is or would be required to file a report Form10-Q with the Securities and Exchange Commission in compliance with the reporting requirements of Section13 or 15 ( d ) of the Securities Exchange Act of 1934 , as amended ( whether or not the Borrower is subject to such reporting requirements ) , and ( ii ) 50 days after the end of each of the first three fiscal quarters in each fiscal year of the Borrower , financial statements of the Parent consisting of a consolidated balance sheet as of the end of such fiscal quarter , related consolidated statements of income for the fiscal quarter then ended and the fiscal year through that date , and consolidated stockholders equity and cash flows for the fiscal year through that date , all in reasonable detail and certified by a Compliance Officer of the Borrower as having been prepared in accordance with GAAP ( subject to normal year-end audit adjustments ) , consistently applied , and setting forth in comparative form the respective financial statements for the corresponding date and period in the previous fiscal year .


(b) Annual Financial Statements. As soon as available and in any event no later than the earlier of (i)10 days after Parent is or would be required to file a report Form10-K with the Securities and Exchange Commission in compliance with the reporting requirements of Section13 or 15(d)of the Securities Exchange Act of 1934 , as amended (whether or not the Borrower is subject to such reporting

( b ) Annual Financial Statements . As soon as available and in any event no later than the earlier of ( i ) 10 days after Parent is or would be required to file a report Form10-K with the Securities and Exchange Commission in compliance with the reporting requirements of Section13 or 15 ( d ) of the Securities Exchange Act of 1934 , as amended ( whether or not the Borrower is subject to such reporting


6.4 Payment of Liabilities, Including Taxes, Etc. Each Loan Party shall, and shall cause each of its Subsidiaries to, pay, discharge or otherwise satisfy all Indebtedness and other liabilities (including all lawful claims that, if unpaid, would by Law become a Lien on the assets of any Loan Party) to which it is subject or that are asserted against it, promptly as and when the same shall become due and payable, including all income and other material taxes, assessments and governmental charges upon it or any of its properties, assets, income or profits, prior to the date on which penalties attach thereto, except to the extent that such liabilities, including taxes, assessments or governmental charges, are being contested in good faith and by appropriate and lawful proceedings diligently conducted and for which such reserve or other appropriate provisions, if any, as shall be required by GAAP shall have been made.

6 . 4 Payment of Liabilities , Including Taxes , Etc . Each Loan Party shall , and shall cause each of its Subsidiaries to , pay , discharge or otherwise satisfy all Indebtedness and other liabilities ( including all lawful claims that , if unpaid , would by Law become a Lien on the assets of any Loan Party ) to which it is subject or that are asserted against it , promptly as and when the same shall become due and payable , including all income and other material taxes , assessments and governmental charges upon it or any of its properties , assets , income or profits , prior to the date on which penalties attach thereto , except to the extent that such liabilities , including taxes , assessments or governmental charges , are being contested in good faith and by appropriate and lawful proceedings diligently conducted and for which such reserve or other appropriate provisions , if any , as shall be required by GAAP shall have been made .


(b) Each of the Loan Parties shall, and shall cause each of its Subsidiaries, Affiliates, officers, directors, employees and agents to, comply with all applicable Anti-Corruption Laws , Anti-Terrorism Laws and Sanctions. The Borrower shall implement and maintain in effect policies and procedures designed to ensure compliance by the Loan Parties and their respective Subsidiaries, Affiliates, officers, directors, employees and agents with all applicable Anti-Corruption Laws , Anti-Terrorism Laws and Sanctions.

( b ) Each of the Loan Parties shall , and shall cause each of its Subsidiaries , Affiliates , officers , directors , employees and agents to , comply with all applicable Anti-Corruption Laws , Anti-Terrorism Laws and Sanctions . The Borrower shall implement and maintain in effect policies and procedures designed to ensure compliance by the Loan Parties and their respective Subsidiaries , Affiliates , officers , directors , employees and agents with all applicable Anti-Corruption Laws , Anti-Terrorism Laws and Sanctions .


7.5 Loans and Investments. No Loan Party shall, nor shall any Loan Party permit any of its Subsidiaries to, at any time make or suffer to remain outstanding any Investment or agree, become or remain liable to make any Investment, except:

7 . 5 Loans and Investments . No Loan Party shall , nor shall any Loan Party permit any of its Subsidiaries to , at any time make or suffer to remain outstanding any Investment or agree , become or remain liable to make any Investment , except :


7.8 Dispositions of Assets or Subsidiaries. No Loan Party shall, nor shall any Loan Party permit any of its Subsidiaries to, Dispose of, voluntarily or involuntarily, any of its properties or assets, tangible or intangible (including sale, assignment, discount or other Disposition of accounts, contract rights, chattel paper, equipment or general intangibles with or without recourse or of capital stock, shares of beneficial interest, partnership interests or limited liability company interests or other Equity Interests of a Subsidiary of such Loan Party), except:

7 . 8 Dispositions of Assets or Subsidiaries . No Loan Party shall , nor shall any Loan Party permit any of its Subsidiaries to , Dispose of , voluntarily or involuntarily , any of its properties or assets , tangible or intangible ( including sale , assignment , discount or other Disposition of accounts , contract rights , chattel paper , equipment or general intangibles with or without recourse or of capital stock , shares of beneficial interest , partnership interests or limited liability company interests or other Equity Interests of a Subsidiary of such Loan Party ) , except :