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Section 10.5 TERMINATION. The Company may terminate this Agreement at any time by written notice to the Investor in the event of a material breach of this Agreement by the Investor. In addition, this Agreement shall automatically terminate on the earlier of (i) the end of the Commitment Period; (ii) the date that the Company sells and the Investor purchases the Maximum Commitment Amount; (iii) the date in which the Registration Statement is no longer effective, or (iv) the date that, pursuant to or within the meaning of any Bankruptcy Law, the Company commences a voluntary case or any Person commences a proceeding against the Company, a Custodian is appointed for the Company or for all or substantially all of its property or the Company makes a general assignment for the benefit of its creditors; provided, however, that the provisions of Articles III, IV, V, VI, IX and the agreements and covenants of the Company and the Investor set forth in Article X shall survive the termination of this Agreement.

Section 10.6 ENTIRE AGREEMENT. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the Company and the Investor with respect to the matters covered herein and therein and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

Section 10.10 FURTHER ASSURANCES. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

Section 10.12 EQUITABLE RELIEF. The Company recognizes that in the event that it fails to perform, observe, or discharge any or all of its obligations under this Agreement, any remedy at law may prove to be inadequate relief to the Investor. The Company therefore agrees that the Investor shall be entitled to temporary and permanent injunctive relief in any such case without the necessity of proving actual damages.

Section 10.14 AMENDMENTS; WAIVERS. No provision of this Agreement may be amended or waived by the parties from and after the date that is one (1) Trading Day immediately preceding the initial filing of the Registration Statement with the SEC. Subject to the immediately preceding sentence, (i) no provision of this Agreement may be amended other than by a written instrument signed by both parties hereto and (ii) no provision of this Agreement may be waived other than in a written instrument signed by the party against whom enforcement of such waiver is sought. No failure or delay in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege.

Section 10.15 PUBLICITY. The Company and the Investor shall consult with each other in issuing any press releases or otherwise making public statements with respect to the transactions contemplated hereby and no party shall issue any such press release or otherwise make any such public statement, other than as required by law, without the prior written consent of the other parties, which consent shall not be unreasonably withheld or delayed, except that no prior consent shall be required if such disclosure is required by law, in which such case the disclosing party shall provide the other party with prior notice of such public statement. Notwithstanding the foregoing, the Company shall not publicly disclose the name of the Investor without the prior written consent of the Investor, except to the extent required by law. The Investor acknowledges that this Agreement and all or part of the Transaction Documents may be deemed to be material contracts, as that term is defined by Item 601(b)(10) of Regulation S-K, and that the Company may therefore be required to file such documents as exhibits to reports or registration statements filed under the Securities Act or the Exchange Act. The Investor further agrees that the status of such documents and materials as material contracts shall be determined solely by the Company, in consultation with its counsel.

C. Pursuant and subject to the terms and conditions of this Agreement, Ninebell proposes to sell, and ACM proposes to purchase, a total of 20,000 Ninebell Ordinary Shares (the Shares) for US$1,200,000, which Shares, together with 80,000 Ninebell Ordinary Shares held by Shareholder, will constitute all of the Ninebell Ordinary Shares outstanding immediately after such purchase.

1.4 Intellectual Property means all patents, patent applications, trademarks, trademark applications, service marks, service mark applications, tradenames, copyrights, trade secrets, domain names, mask works, information and proprietary rights and processes, similar or other intellectual property rights, subject matter of any of the foregoing, tangible embodiments of any of the foregoing, licenses in to and under any of the foregoing, and any and all such cases that are owned or used by Ninebell in the conduct of its business as now conducted.

3.2 Authorization. All corporate action required to be taken to authorize ACM to enter into and perform this Agreement has been taken. This Agreement constitutes a valid and legally binding obligation of ACM, enforceable against ACM in accordance with its terms except as limited by (a)applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other laws of general application relating to or affecting the enforcement of creditors rights generally or (b)laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

4.2 Authorization. All corporate action required to be taken to authorize Ninebell to enter into and perform this Agreement, including the issuance of the Shares, has been taken. This Agreement constitutes a valid and legally binding obligation of each of Ninebell and Shareholder, enforceable against each of Ninebell and Shareholder in accordance with its terms except as limited by (a)applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other laws of general application relating to or affecting the enforcement of creditors rights generally or (b)laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

4.3 Capitalization. The capital stock of Ninebell outstanding as of the date hereof consists, and as of immediately prior to the Closing will consist, of 80,000 Ninebell Ordinary Shares, all of which are and will be held of record and beneficially by Shareholder. When issued and delivered in accordance with the terms of this Agreement, the Shares will be validly issued, fully paid and non-assessable and free of restrictions on transfer other than restrictions created by or imposed by this Agreement.

4.5 Compliance with Other Instruments. Ninebell is not in violation or default (a)of any provisions of its organizational documents, (b)of any instrument, judgment, order, writ or decree, (c)under any note, indenture or mortgage, or (d)under any lease, agreement, contract or purchase order to which it is a party or by which it is bound, or, to its knowledge, of any provision of any Korean or U.S. federal statute, rule or regulation applicable to Ninebell, the violation of which would have an MAE. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either (i)a default under any such provision, instrument, judgment, order, writ, decree, contract or agreement or (ii)an event that results in the creation of any lien, charge or encumbrance upon any assets of Ninebell or the suspension, revocation, forfeiture, or nonrenewal of any material permit or license applicable to Ninebell.

4.6 Legal Proceedings. There are no actions, suits, claims, investigations or other legal proceedings pending or, to the knowledge of Ninebell or Shareholder, threatened against or by Ninebell or Shareholder that (a)would have an MAE or (b)challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.

4.7 Intellectual Property. Ninebell owns or possesses or believes it can acquire on commercially reasonable terms sufficient legal rights to all Intellectual Property without any known conflict with, or infringement of, the rights of others. To the knowledge of Ninebell and Shareholder, no product marketed or sold (or proposed to be marketed or sold) by Ninebell violates or will violate any license or infringes or will infringe any intellectual property rights of any other party. Other than with respect to commercially available software products under standard end-user object code license agreements, there are no outstanding options, licenses, agreements, claims, encumbrances or shared ownership interests of any kind relating to the Intellectual Property, nor is Ninebell bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, proprietary rights and processes of any other Person. For purposes of this Section4.7, Ninebell or Shareholder shall be deemed to have knowledge of a patent right if such party has actual knowledge of the patent right or would be found to be on notice of such patent right as determined by reference to U.S. patent laws.

4.9 Certain Transactions. There are no agreements, understandings or proposed transactions between Ninebell, on the one hand, and any of the officers, directors, consultants or employees, or any Affiliate of any of the foregoing, of Ninebell, on the other hand. Ninebell is not indebted, directly or indirectly, to any of its directors, officers or employees, or to any spouse, child or Affiliate of any of the foregoing, other than in connection with expenses or advances of expenses incurred in the ordinary course of business or employee relocation expenses and for other customary employee benefits made generally available to all employees. None of the directors, officers or employees of Ninebell, or any members of their immediate families, or any Affiliate of the foregoing are, directly or indirectly, indebted to Ninebell.

4.10 Financial Statements. Ninebell has made available to ACM its financial statements as of, and for the years ended, December31, 2015 and 2016 (collectively, the Financial Statements). The Financial Statements fairly present in all material respects the financial condition and operating results of Ninebell as of the dates, and for the periods, indicated therein, subject to normal year-end audit adjustments and to the omission of footnotes. Since December31, 2016, there has not been:

| (f) | any arrangement or commitment by Ninebell to do any of the things described in the preceding clauses (a)through (e). ---|---|--- 4.11 U.S. Foreign Corrupt Practices Act. Neither Ninebell, nor any of its directors, officers, employees or agents (including Shareholder), has, directly or indirectly, made, offered, promised or authorized any payment or gift of any money or anything of value to or for the benefit of any foreign official (as such term is defined in the U.S. Foreign Corrupt Practices Act of 1977), foreign political party or official thereof or candidate for foreign political office for the purpose of (a)influencing any official act or decision of such official, party or candidate, (b)inducing such official, party or candidate to use his, her or its influence to affect any act or decision of a foreign governmental authority, or (c)securing any improper advantage, in the case of (a), (b)and (c)above, in order to assist Ninebell or any of its Affiliates in obtaining or retaining business for or with, or directing business to, any person. Neither Ninebell, nor any of is directors, officers, employees or agents, have made or authorized any bribe, rebate, payoff, influence payment, kickback or other unlawful payment of funds or received or retained any funds in violation of any law, rule or regulation. Ninebell has maintained, and has caused each of its Affiliates to maintain, systems of internal controls (including accounting systems, purchasing systems and billing systems) to ensure compliance with the U.S. Foreign Corrupt Practices Act of 1977 or any other applicable anti-bribery or anti-corruption law. Neither Ninebell, nor to Ninebells knowledge none of its officers, directors or employees, are the subject of any allegation, voluntary disclosure, investigation, prosecution or other enforcement action related to such Act or any other anti-corruption law.

| (b) | at each annual or special meeting of shareholders at which an election of directors is held or pursuant to any written consent of the shareholders, one nominee for the board of directors of Ninebell (the ACM Designee) selected by ACM is elected as a director of Ninebell. ---|---|--- 5.2 Right of First Offer.

(ii) By notification to Ninebell within 15 days after the Ninebell Offer Notice is given, ACM may elect to purchase or otherwise acquire, at the price and on the terms specified in the Ninebell Offer Notice, up to the aggregate number of Ninebell Equity-Related Securities referred to in the Ninebell Offer Notice. The closing of any sale pursuant to this Section5.2 shall occur within the later of ninety days of the date that the Ninebell Offer Notice is given and the date of initial sale of Ninebell Equity-Related Securities pursuant to Section5.2(a)(iii).

(iii) If all Ninebell Equity-Related Securities referred to in the Ninebell Offer Notice are not elected to be purchased or acquired as provided in Section5.2(a)(ii), Ninebell may, during the ninety day period following the expiration of the periods provided in Section5.2(a)(ii), offer and sell the remaining unsubscribed portion of such Ninebell Equity-Related Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Ninebell Offer Notice. If Ninebell does not enter into an agreement for the sale of the Ninebell Equity-Related Securities within such period, or if such agreement is not consummated within thirty days of the execution thereof, the right provided hereunder shall be deemed to be revived and such Ninebell Equity-Related Securities shall not be offered unless first reoffered to ACM in accordance with this Section5.2(a).

| (vii) | Ninebell Equity-Related Securities issued pursuant to the acquisition of another corporation by Ninebell by merger, purchase of substantially all of the assets or other reorganization or to a joint venture agreement, provided such issuance is approved by the board of directors of Ninebell, including approval of the ACM Designee; or ---|---|---

| (viii) | Ninebell Equity-Related Securities issued in connection with sponsored research, collaboration, technology license, development, original equipment manufacturing, marketing or other similar agreements or strategic partnerships approved by the board of directors of Ninebell, including approval of the ACM Designee. ---|---|--- (c) ACM may assign its rights to future issuances of Ninebell Equity Securities under this Section5.2 to an Affiliate of, or successor entity to, ACM, provided ACM and such Affiliate or successor entity provide written notice to Ninebell of the name and address of such Affiliate or successor entity.

(a) Shareholder hereby unconditionally and irrevocably grants to ACM a right of first refusal to purchase all, but not less than all, of any Shareholder Transfer Shares that Shareholder may propose to transfer in a Proposed Shareholder Transfer, at the same price and on the same terms and conditions as those offered to the Prospective Transferee.

(b) If Shareholder proposes to make a Proposed Shareholder Transfer, Shareholder must deliver a Proposed Shareholder Transfer Notice to Ninebell and ACM not later than thirty days prior to the consummation of such Proposed Shareholder Transfer. Such Proposed Shareholder Transfer Notice shall contain the material terms and conditions (including price and form of consideration) of the Proposed Shareholder Transfer, the identity of the Prospective Transferee and the intended date of the Proposed Shareholder Transfer. To exercise its right of first refusal under this Section5.3, ACM must deliver a written notice to

(c) If ACM does not exercise its right of first refusal in accordance with Section5.3(b), Shareholder shall have the option to sell to the Prospective Transferee all, but not less than all, of the offered Shareholder Transfer Shares on terms and conditions substantially similar to (and in no event more favorable than) the terms and conditions set forth in the Proposed Shareholder Transfer Notice, it being understood and agreed that (i)any future Proposed Shareholder Transfer shall remain subject to the terms and conditions of this Agreement, including this Section5.3, and (ii)such sale shall be consummated within ninety days after receipt of the Proposed Shareholder Transfer Notice by ACM and, if such sale is not consummated within such ninety day period, such sale shall again become subject to the right of first refusal on the terms set forth in this Section5.3.

(d) If the consideration proposed to be paid for the Shareholder Transfer Shares is in property, services or other non-cash consideration, the fair market value of the consideration shall be as determined in good faith by the board of directors of Ninebell. If ACM cannot for any reason pay for the Shareholder Transfer Shares in the same form of non-cash consideration, ACM may pay the cash value equivalent thereof, as determined in good faith by the board of directors of Ninebell. The closing of the purchase of Shareholder Transfer Shares by ACM shall take place, and all payments from ACM shall have been delivered to Shareholder, by the later of (i)the date specified in the Proposed Shareholder Transfer Notice as the intended date of the Proposed Shareholder Transfer and (ii)thirty days after delivery of the Proposed Shareholder Transfer Notice.

(f) If Shareholder becomes obligated to sell any Shareholder Transfer Shares to ACM under this Section5.3 and fails to deliver such Shareholder Transfer Shares in accordance with the terms of this Section5.3, ACM may, at its option, in addition to all other remedies it may have, send to Shareholder the purchase price for such Shareholder Transfer Shares as is herein specified and request that Ninebell effect such transfer in the name of ACM on Ninebells books any certificates, instruments, or book entry representing the Shareholder Transfer Shares to be sold.

(g) Notwithstanding anything to the contrary herein, the provisions of this Section5.3 shall not apply to a transfer of Shareholder Transfer Shares made for bona fide estate planning purposes, either during Shareholders lifetime or on death by will or intestacy, to any Immediate Family Member of Shareholder, or any other relative or Person approved by majority of the board of directors of Ninebell, including the ACM Designee, or any custodian or trustee of any trust, partnership or limited liability company for the benefit of, or the

ownership interests of which are owned wholly by Shareholder or any such Immediate Family Members, provided that (i)Shareholder shall deliver prior written notice to ACM of such pledge, gift or transfer and such shares of Shareholder Transfer Shares shall at all times remain subject to the terms and restrictions set forth in this Agreement and such transferee shall, as a condition to such issuance, deliver a counterpart signature page to this Agreement as confirmation that such transferee shall be bound by all the terms and conditions of this Agreement (but only with respect to the securities so transferred to the transferee), including the obligations with respect to Proposed Shareholder Transfers of such Shareholder Transfer Shares and (ii)such transfer is made pursuant to a transaction in which there is no consideration actually paid for such transfer.

5.4 Election of Ninebell Director. ACM intends to form under the laws of the Republic of Korea a direct or indirect subsidiary (ACM Korea) on or prior to December31, 2017. Promptly following such formation, ACM will vote, or cause to be voted, all shares of capital stock of ACM Korea beneficially owned by ACM, or over which ACM otherwise has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of shareholders at which an election of directors is held or pursuant to any written consent of the shareholders, one nominee for the board of directors of ACM Korea selected by Shareholder is elected as a director of ACM Korea.

5.5 Repurchase of Shares. In the event the Closing is completed but the Follow-On Closing (as defined in the Corollary Agreement) is not completed, ACM shall have the right, but not the obligation, to demand that Ninebell and/or Shareholder to purchase the Shares from ACM for an aggregate price of US$1,200,000, provided that if the Follow-On Closing is not completed solely as the result of a material failure by ACM to perform its material obligations under the Corollary Agreement, then ACM shall have no such demand right and instead Ninebell shall have the right, but not the obligation, to require ACM to resell the Shares to Ninebell for an aggregate price of US$1,200,000. In order to exercise its rights under this Section5.5, ACM or Ninebell (as the case may be) shall deliver written notice of such exercise to the other parties hereto in accordance with Section6.7, and the related repurchase and resale of the Shares shall occur on a mutually agreed date no later than seven days after delivery of such notice. The provisions of this Section5.5 shall terminate as of 5 p.m., Pacific daylight saving time, on June30, 2017.

6.2 Survival. Unless otherwise set forth in this Agreement, the representations and warranties of each party contained in this Agreement shall survive the execution and delivery of this Agreement and the Closing and shall in no way be affected by any investigation or knowledge of the subject matter thereof made by or on behalf of the other parties.

6.5 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

6.7 Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt and: (a)personal delivery to the party to be notified; (b)when sent, if sent by electronic mail or facsimile during normal business hours of the recipient, and if not sent during normal business hours, then on the recipients next business day; (c)ten days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (d)two of the recipients business days after deposit with an internationally recognized courier, freight prepaid, specifying one- or two-day delivery, with written verification of receipt. All communications shall be sent to the respective parties at their addresses as set forth on the signature page, or to such e-mail address, facsimile number or address as subsequently modified by written notice given in accordance with this Section6.7. If notice is given to ACM, a copy shall also be sent to Mark L. Johnson at K&L Gates LLP, State Street Financial Center, One Lincoln Street, Boston, Massachusetts 02111.

6.8 Attorneys Fees. If any action at law or in equity (including arbitration) is necessary to enforce or interpret the terms of any of this Agreement, the prevailing party shall be entitled to reasonable attorneys fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.

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

6.12 Entire Agreement. This Agreement and the Corollary Agreement, including the Lock-Up Agreement delivered pursuant to the Corollary Agreement, constitute the full and entire understanding and agreement between the parties with respect to the subject matter hereof and thereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties, including the Share Exchange Agreement dated as of March23, 2017 and the Share Exchange Agreement dated as of August22, 2017 among the parties, are expressly canceled.

WAIVER OF JURY TRIAL: EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE SHARES OR THE SUBJECT MATTER HEREOF OR THEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.

| | ---|---|--- NINEBELL CO., LTD. | By: | | /s/ Moon-Soo Choi | | Moon-Soo Choi | | Chief Executive Officer | | | | ---|---|---|---|--- | | Address: | | C-104, Bundang Technopark | | | | 145 Yatap-Dong, Bundang-Gu | | | | Seongnam-Si | | | | Gyeonggi-Do, Korea, 463-760