Failure to Comply with the Exchange Act. The Borrower shall fail to comply with the reporting requirements of the Exchange Act; and/or the Borrower shall cease to be subject to the reporting requirements of the Exchange Act.

Exchange Act. The term “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.

Exchange Act. The Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, as such law, rules and regulations may be amended from time to time.

Failure to Comply with the 1934 Act. At any time after the Issue Date, the Borrower shall fail to comply with the reporting requirements of the 1934 Act and/or the Borrower shall cease to be subject to the reporting requirements of the 1934 Act.

Failure to Comply with the 1934 Act. So long as the Buyer beneficially owns the Note, the Company shall comply with the reporting requirements of the 1934 Act; and the Company shall continue to be subject to the reporting requirements of the 1934 Act.

In addition to the remedies provided for in the Plan, if the Participant fails to comply with any of the terms and conditions of the Plan, the Guidelines or this Agreement, unless such failure is remedied within ten (10) days after the Participant is notified of such failure by the Committee, such failure to comply shall be grounds for the cancellation and forfeiture of this Award, in whole or in part, as the Committee may determine.

Exchange Act Compliance. The documents incorporated or deemed to be incorporated by reference in the Prospectus, at the time they were or hereafter are filed with the Commission, and any Free Writing Prospectus or amendment or supplement thereto complied and will comply in all material respects with the requirements of the Exchange Act, and, when read together with the other information in the Prospectus, at the time the Registration Statement and any amendments thereto become effective and at each Time of Sale, as the case may be, will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Exchange Act Compliance. During the Agency Period, the Company shall # file, on a timely basis, with the Commission all reports and documents required to be filed under Section 13, 14 or 15 of the Exchange Act in the manner and within the time periods required by the Exchange Act; and # either, at the Company’s option, # include in its quarterly reports on Form 10-Q and its annual reports on Form 10-K, a summary detailing, for the relevant reporting period, # the number of Shares sold through the Agent pursuant to this Agreement and # the net proceeds received by the Company from such sales, or # prepare a prospectus supplement containing, or include in such other filing permitted by the Securities Act or Exchange Act (each such filing, an “Interim Prospectus Supplement”), such summary information and, at least once a quarter and subject to this Section 4, file such Interim Prospectus Supplement pursuant to Rule 424(b) under the Securities Act (and within the time periods required by Rule 424(b) and Rule 430B under the Securities Act).

The Company has timely filed all Exchange Act Reports required to be filed with the Securities and Exchange Commission pursuant to the Exchange Act. All such Exchange Act Reports, when so filed, complied in form and substance in all material respects with the Exchange Act and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Exchange. On the terms and subject to the conditions set forth in this Agreement, at the Closing # Shareholders will sell, convey, transfer and assign to Hainan ​, free and clear of all liens, pledges, encumbrances, changes, restrictions or known claims of any kind, nature or description, and ​ will purchase and accept from Shareholders, 74.52% of currently issued and outstanding equity of AUFP, in the aggregate (the “AUFP Equity”), in the individual amounts as set forth on [Schedule A], and # in exchange for the transfer of such securities by the Shareholders, ​ will sell, convey, transfer and assign to Shareholders or the third party Shareholders appoint, and Shareholders will purchase and accept from ​, fourteen million (10,432,800) newly-issued shares of common stock of ​, par value ​, in the aggregate (the “​ Shares”), in the individual amounts as set forth on [Schedule A] (such exchange referred to herein as the “Exchange”). Upon completion of the Exchange, 74.52% of AUFP Equity shall be held by ​ through Hainan ​. ​ Shares will be 100% of issued and outstanding shares of common stock of ​, par value ​.