Not a Foreign Person. ​ is not a “foreign person” within the meaning of §1445(f)(3) of the IRS Code.

Foreign Person Tax Withholding. Documentation or information required for compliance with Section 1445 of the Internal Revenue Code.

Not a Foreign Person. None of the Borrowers is a “foreign person” within the meaning of Section 1445(f)(3) of the Code. If any Borrower is a disregarded entity for United States federal income tax purposes, the direct or indirect owner of the interests in such Borrower that is treated as such borrower for United States federal income tax purposes is not a “foreign person” within the meaning of Section 1445(f)(3) of the Code.

Person. The term “Person” shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in [Sections 13(d) and 14(d)])] thereof, except that such term shall not include # the Company or any of its subsidiaries, # a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its Affiliates, # an underwriter temporarily holding securities pursuant to an offering of such securities, # a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company or # any individual, entity or group which is permitted to, and actually does, report its Beneficial Ownership on [Schedule 13G] (or any successor schedule); provided that if any such individual, entity or group subsequently becomes required to or does report its Beneficial Ownership on [Schedule 13D] (or any successor schedule), such individual, entity or group shall be deemed to be a Person for purposes hereof on the first date on which such individual, entity or group becomes required to or does so report Beneficial Ownership of all of the voting securities of the Company Beneficially Owned by it on such date.

Person. “Person” shall mean an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature.

Person Defined. As used herein, the term "Person" means a natural person, a partnership, a corporation, an association, a joint stock company, a limited liability company, a trust, a joint venture, an unincorporated organization or a governmental entity.

Embargoed Person. At all times throughout the term of the Loan, including after giving effect to any Transfers permitted pursuant to the Loan Documents, # none of the funds or other assets of any Borrower, any Principal or any Guarantor shall constitute property of, or shall be beneficially owned, directly or indirectly, by any Person subject to trade restrictions under the Prescribed Laws (each such Person, an “Embargoed Person”) with the result that the Loan made by the Lender is or would be in violation of law; # no Embargoed Person shall have any interest of any nature whatsoever in any Borrower, any Principal or any Guarantor, as applicable, with the result that the Loan is or would be in violation of law; and # none of the funds of any Borrower, any Principal or any Guarantor, as applicable, shall be derived from any unlawful activity with the result that the Loan is or would be in violation of law.

in ascertaining the Majority Lenders or whether any given percentage (including for the avoidance of doubt, unanimity) of the Total Commitments has been obtained to approve any request for a consent, waiver, amendment or other vote under the Finance Documents such Commitment shall be deemed to be zero; and

Person in Facility. Subject to WuXi ATU’s safety procedures, access control SOPs, and confidentiality limitations, WuXi ATU will permit Graphite’s representatives during the Term of this Agreement, to visit the Facility at mutually agreed upon times, to provide advice to support technology transfer and/or observe procedures and processes at mutually agreed upon times with reasonable advance notification to WuXi ATU. Graphite will give WuXi ATU reasonable advanced notice of any proposed visit, but no fewer than ​ Business Days’ prior notice for the first visit and ​ weeks prior notice for subsequent visits. Graphite shall identify the individuals who will be in attendance. All visits will be during WuXi ATU’s normal business hours on weekdays at the Facility and conducted consistent with WuXi ATU’s person-in-plant SOPs, and in a manner that does not unreasonably interfere with WuXi ATU’s Services and does not otherwise unreasonably interfere with normal business activities.

Foreign Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the ​ in respect of any such sum due from it to the Administrative Agent or the ​ hereunder shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than the currencies in which the Obligations are denominated or the currencies payable hereunder (the “Obligations Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent may in accordance with normal banking procedures purchase the Obligations Currency with the Judgment Currency. If the amount of the Obligations Currency so purchased is less than the sum originally due to the Administrative Agent from the ​ in the Obligations Currency, the ​ agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or the Person to whom such obligation was owing against such loss. If the amount of the Obligations Currency so purchased is greater than the sum originally due to the Administrative Agent in such currency, the Administrative Agent agrees to return the amount of any excess to the ​ (or to any other Person who may be entitled thereto under applicable law).