Common use of Additional Closing Clause in Contracts

Additional Closing. (a) At any time following the Initial Closing but prior to the Subsequent Closing, the Company may sell up to an aggregate of 500,000 shares of Series A Preferred Stock (the “Additional Shares”), at a purchase price of $1.00 per share, to one or more investor(s) (each an “Additional Investor” and collectively, the “Additional Investors”) acceptable to: (i) a majority of the Company’s board of directors; and (ii) the Majority Investors. (b) Each closing of the purchase, sale and issuance of Additional Shares to the Additional Investor(s) (each, an “Additional Closing”) shall take place at the offices of the Company at 10:00 a.m. on such date as the Company and the Additional Investor(s) participating in such Additional Closing may agree either orally or in writing (the “Additional Closing Date”). At each Additional Closing, the Company shall deliver to each Additional Investor participating in the Additional Closing a certificate in such Additional Investor’s name representing the shares of Series A Preferred Stock purchased by such Additional Investor at such Additional Closing, against payment of the purchase price as provided in Section 1.2. Notwithstanding anything to the contrary set forth herein, this Agreement, including, without limitation, Exhibit A hereto, may be amended by the Company without the consent of any Investors to: (i) reflect the issuance of Additional Shares at each Additional Closing; and (ii) upon the execution by an Additional Investor of a counterpart signature page hereto, to include such Additional Investor on Exhibit A (a) under the heading “Additional Closing” reflecting the number of shares of Series A Preferred Stock purchased by such Additional Investor at each Additional Closing and (b) under the heading “Subsequent Closing” to reflect that each Additional Investor has committed to purchase in the Subsequent Closing a number of shares of Series A Preferred Stock equal to the number of Additional Shares purchased by such Additional Investor at such Additional Closing. Upon the execution by such Additional Investor of a counterpart signature page hereto, such Additional Investor shall be deemed to be an “Investor” for all purposes under this Agreement. (c) In connection with any Additional Closing, the Company and each Additional Investor acknowledge and agree that: (i) the purchase and sale of Additional Shares at such Additional Closing shall be made on the terms and conditions set forth in this Agreement; (ii) the representations and warranties of the Company set forth in Section 2 (and the Schedule of Exceptions (as defined below)) shall speak only as of the Initial Closing, and the Company shall have no obligation to update any such representations and warranties (or exceptions) as of the Additional Closing; and (iii) the representations and warranties of each Additional Investor in Section 3 shall speak as of the Additional Closing Date.

Additional Closing. (a) At any time following the Initial Closing but prior Subject to the Subsequent Closingsatisfaction (or waiver) of the conditions set forth in Sections 6(b) and 7(b) below, each Buyer, severally, shall have the right, exercisable by delivery by e-mail of a written notice to the Company may sell up to an aggregate of 500,000 shares of Series A Preferred Stock (the “Additional SharesOptional Closing Notice”), at a purchase price of $1.00 per share, to one or more investor(s) (each an “Additional Investor” and collectivelythe date hereof, the “Additional InvestorsOptional Closing Notice Date”) acceptable to: (i) a majority of the Company’s board of directors; and (ii) the Majority Investors. (b) Each closing of the to purchase, sale and issuance to require the Company to sell to such Buyer, at one or more Additional Closings, up to such maximum aggregate principal amount of Additional Shares to Notes as set forth opposite its name in column (4) on the Additional Investor(s) Schedule of Buyers (each, an “Additional ClosingOptional Notes Amount”). Each Additional Optional Closing Notice shall specify (x) shall take place at the offices proposed date and time of the Company at 10:00 a.m. on applicable Additional Closing (which, if unspecified in such Additional Optional Closing Notice, shall be the second (2nd) Trading Day after such Additional Optional Closing Notice or such other date as is mutually agreed to by the Company and each Buyer, each, an “Additional Optional Closing Date,”) and (y) the applicable Additional Optional Notes Amount of the Additional Investor(s) participating in Note to be issued to such Additional Closing may agree either orally or in writing (the “Additional Closing Date”). At each Additional Closing, the Company shall deliver to each Additional Investor participating in the Additional Closing a certificate in such Additional Investor’s name representing the shares of Series A Preferred Stock purchased by such Additional Investor Buyer at such Additional Closing, against payment which amount shall be not less than $18,000,000. The Buyers’ rights to effect any further Additional Closings hereunder shall terminate upon the second anniversary of the purchase price as provided in Section 1.2. Notwithstanding anything to the contrary set forth herein, this Agreement, including, without limitation, Exhibit A hereto, may be amended by the Company without the consent of any Investors to: (i) reflect the issuance of Additional Shares at each Additional Closing; and (ii) upon the execution by an Additional Investor of a counterpart signature page hereto, to include such Additional Investor on Exhibit A (a) under the heading “Additional Closing” reflecting the number of shares of Series A Preferred Stock purchased by such Additional Investor at each Additional Closing and (b) under the heading “Subsequent Closing” to reflect that each Additional Investor has committed to purchase in the Subsequent Closing a number of shares of Series A Preferred Stock equal to the number of Additional Shares purchased by such Additional Investor at such Additional Closing. Upon the execution by such Additional Investor of a counterpart signature page hereto, such Additional Investor shall be deemed to be an “Investor” for all purposes under this Agreement. (c) In connection with any Additional Closing, the Company and each Additional Investor acknowledge and agree that: (i) the purchase and sale of Additional Shares at such Additional Closing shall be made on the terms and conditions set forth in this Agreement; (ii) the representations and warranties of the Company set forth in Section 2 (and the Schedule of Exceptions Applicable Date (as defined below) (or such earlier date as the Required Holders shall notify the Company) (the “Additional Optional Closing Expiration Date”)) shall speak only as of the Initial Closing, and the Company at such time such Buyer shall have no obligation further right to update require any such representations and warranties (or exceptions) as of the further Additional Closing; and (iii) the representations and warranties of each Additional Investor in Section 3 shall speak as of the Additional Closing DateClosings hereunder.

Additional Closing. (a) At any time following the Initial First Closing but prior to through and including the Subsequent Second Closing, the Company may sell up to an aggregate of 500,000 166,667 shares of Series A B Preferred Stock (the “Additional Shares”), at a purchase price of $1.00 3.00 per share, to one or more investor(s) (each an “Additional Investor” and collectively, the “Additional Investors”) acceptable to: (i) a majority of the Company’s board of directors; and (ii) the Majority Investors. (b) Each closing of the purchase, sale and issuance of Additional Shares to the Additional Investor(s) (each, an “Additional Closing”) shall take place at the offices of the Company at 10:00 a.m. on such date as the Company and the Additional Investor(s) participating in such Additional Closing may agree either orally or in writing (the “Additional Closing Date”). At each Additional Closing, the Company shall deliver to each Additional Investor participating in the Additional Closing a certificate in such Additional Investor’s name representing the shares of Series A B Preferred Stock purchased by such Additional Investor at such Additional Closing, against payment of the purchase price as provided in Section 1.2. Notwithstanding anything to the contrary set forth herein, this Agreement, including, without limitation, Exhibit A hereto, may be amended by the Company without the consent of any Investors to: (i) reflect the issuance of Additional Shares at each Additional Closing; and (ii) upon the execution by an Additional Investor of a counterpart signature page hereto, to include such Additional Investor on Exhibit A (a) under the heading “Additional Closing” reflecting the number of shares of Series A B Preferred Stock purchased by such Additional Investor at each Additional Closing and (b) under the heading “Subsequent Second Closing” to reflect that each Additional Investor has committed to purchase in the Subsequent Second Closing a number of shares of Series A B Preferred Stock equal to the number of Additional Shares purchased by such Additional Investor at such Additional Closing. Upon the execution by such Additional Investor of a counterpart signature page hereto, such Additional Investor shall be deemed to be an “Investor” for all purposes under this Agreement. (c) In connection with any Additional Closing, the Company and each Additional Investor acknowledge and agree that: (i) the purchase and sale of Additional Shares at such Additional Closing shall be made on the terms and conditions set forth in this Agreement; (ii) the representations and warranties of the Company set forth in Section 2 (and the Schedule of Exceptions (as defined below)) shall speak only as of the Initial Closing, and the Company shall have no obligation to update any such representations and warranties (or exceptions) as of the Additional Closing; and (iii) the representations and warranties of each Additional Investor in Section 3 shall speak as of the Additional Closing Date.

Additional Closing. (a) At any time following the Initial Closing but prior to the Subsequent Closingthrough and including March 31, 2013, the Company may sell up to an aggregate of 500,000 additional shares of Series A C Preferred Stock (the “Additional Shares’”), at a purchase price of $1.00 4.00 per share, to one or more investor(s) (each an “Additional Investor” and collectively, the “Additional Investors”) acceptable to: (i) a majority of the Company’s board of directors; and (ii) the Majority Investors. (b) Each closing of the purchase, sale and issuance of Additional Shares to the Additional Investor(s) (each, an “Additional Closing”) shall take place at the offices of the Company at 10:00 a.m. on such date as the Company and the Additional Investor(s) participating in such Additional Closing may agree either orally or in writing (the “Additional Closing Date”). At each Additional Closing, the Company shall deliver to each Additional Investor participating in the Additional Closing a certificate in such Additional Investor’s name representing the shares of Series A C Preferred Stock purchased by such Additional Investor at such Additional Closing, against payment of the purchase price as provided in Section 1.2. Notwithstanding anything to the contrary set forth herein, this Agreement, including, without limitation, Exhibit A hereto, may be amended by the Company without the consent of any Investors to: (i) reflect the issuance of Additional Shares at each Additional Closing; and (ii) upon the execution by an Additional Investor of a counterpart signature page hereto, to include such Additional Investor on Exhibit A (a) under the heading “Additional Closing” reflecting the number of shares of Series A C Preferred Stock purchased by such Additional Investor at each Additional Closing and (b) under the heading “Subsequent Closing” to reflect that each Additional Investor has committed to purchase in the Subsequent Closing a number of shares of Series A Preferred Stock equal to the number of Additional Shares purchased by such Additional Investor at such Additional Closing. Upon the execution by such Additional Investor of a counterpart signature page hereto, such Additional Investor shall be deemed to be an “Investor” for all purposes under this Agreement. (c) In connection with any Additional Closing, the Company and each Additional Investor acknowledge and agree that: (i) the purchase and sale of Additional Shares at such Additional Closing shall be made on the terms and conditions set forth in this Agreement; (ii) the representations and warranties of the Company set forth in Section 2 (and the Schedule of Exceptions (as defined below)) shall speak only as of the Initial Closing, and the Company shall have no obligation to update any such representations and warranties (or exceptions) as of the Additional Closing; and (iii) the representations and warranties of each Additional Investor in Section 3 shall speak as of the Additional Closing Date.

Additional Closing. (a) At If the aggregate principal amount of the Notes purchased at the First Closing is less than $18,372,132, then at any time following on or before the Initial Closing but prior earlier of the consummation of a Qualified Financing (as defined in the Notes), the filing of a public registration statement with respect to an IPO (as defined in the Subsequent ClosingNotes), Liquidation Event or Deemed Liquidation Event (each as defined in the Notes), or July 31, 2018 (the “Outside Date”), or such later date as is approved by the Investors holding at least 60% of the then-outstanding and unpaid principal and interest under all Notes (the “Requisite Investors”), the Company may sell up to an aggregate the balance of 500,000 shares of Series A Preferred Stock the authorized Notes not sold at the First Closing in one additional closing (the “Additional SharesClosing” and each of the First Closing and the Additional Closing, a “Closing”) to Chengdu ▇▇▇▇▇ Genomics Technology Co., Ltd. or its Affiliate (“▇▇▇▇▇”), at a purchase price of $1.00 per share, up to one or more investor(s) (each an “Additional Investor” and collectivelythe amount set forth on EXHIBIT C attached hereto. In addition to the other closing conditions set forth in this Agreement, the “Additional Investors”) acceptable to: Closing with ▇▇▇▇▇ shall be subject to (i) a majority ▇▇▇▇▇’▇ receipt of internal approval and authorization for the transactions contemplated under the Purchase Agreement, (ii) ▇▇▇▇▇’▇ receipt of any and all approvals or notices of record filing from the Ministry of Commerce, State Administration of Foreign Exchange and the National Development and Reform Commission of China, relating to the transactions contemplated under the Purchase Agreement, and (iii) no material adverse effect relating to the Company’s board of directors; and (ii) the Majority Investors. (b) Each closing of the purchasebusiness, sale and issuance of Additional Shares to the Additional Investor(s) (eachproperties, an “Additional Closing”) shall take place assets, or operations, taken as a whole, existing at the offices time of the Company at 10:00 a.m. on such date as the Company and the Additional Investor(s) participating in such Additional Closing may agree either orally or in writing (the “Additional Closing Date”). At each Additional Closing, the Company shall deliver to each Additional Investor participating in the Additional Closing a certificate in such Additional Investor’s name representing the shares of Series A Preferred Stock purchased by such Additional Investor at such Additional Closing, against payment of the purchase price as provided in Section 1.2with ▇▇▇▇▇. Notwithstanding anything to the contrary set forth herein, this Agreement, including, without limitation, Exhibit A hereto, may be amended by the Company without the consent of any Investors to: (i) reflect the issuance of Additional Shares at each Additional Closing; and (ii) upon the execution by an Additional Investor of Upon signing a counterpart signature page hereto, to include such Additional Investor on Exhibit A (a) under this Agreement and its purchase of a Note at the heading “Additional Closing” reflecting the number of shares of Series A Preferred Stock purchased by such Additional Investor at each Additional Closing , ▇▇▇▇▇ shall become a party to this Agreement and (b) under the heading “Subsequent Closing” to reflect that each Additional Investor has committed to purchase in the Subsequent Closing a number of shares of Series A Preferred Stock equal to the number of Additional Shares purchased by such Additional Investor at such Additional Closing. Upon the execution by such Additional Investor of a counterpart signature page hereto, such Additional Investor shall be deemed to be an “Investor” for all purposes under this Agreement. (c) In connection with any Additional Closing, and the Schedule of Investors attached hereto shall be amended to reflect the amount ▇▇▇▇▇ has agreed to lend the Company in the column entitled “Additional Closing Loan Amount” (such amount and each Additional Investor acknowledge and agree that: (i) the purchase and sale of Additional Shares First Closing Investors’ “First Closing Loan Amount,” a “Loan Amount”). The loan made at such the Additional Closing shall be made on the terms and conditions set forth in this Agreement; (ii) , and the representations and warranties of the Company set forth in Section 2 (3 hereof and the Schedule representations and warranties of Exceptions the Investors set forth in Section 4 hereof shall speak as of the date of the Additional Closing. Any Note issued pursuant to this Section 1(b) shall be deemed to be a “Note” for all purposes under this Agreement. On the Additional Closing Date (as defined below)) , ▇▇▇▇▇ shall speak only as of the Initial Closing, and lend to the Company shall have no obligation to update any such representations and warranties (or exceptions) as of the Additional Closing; and (iii) the representations and warranties of each Additional Investor in Section 3 shall speak as of at the Additional Closing Datethe amount set forth opposite its name under the column entitled “Additional Closing Loan Amount” on the Schedule of Investors attached hereto (as may be amended as described above) against the issuance and delivery by the Company of a Note for such Loan Amount.” 4. Section 2(a)

Additional Closing. The Company and the Investor set forth on Schedule II (athe “Additional Closing Investor”) At any time following mutually agree that there shall be an additional closing (the “Additional Closing”, and together with the Initial Closing but prior to the Subsequent Closing, each a “Closing”) of the Company may sell up to an aggregate purchase and sale of 500,000 shares the corresponding number of Series A Preferred Stock Offered Shares set forth on Schedule II attached hereto (the “Additional Shares”), at a purchase price of $1.00 per share, to one or more investor(s) (each an “Additional Investor” and collectivelytogether with the Initial Shares, the “Additional InvestorsOffered Shares”) acceptable to: on November 25, 2025 or on such earlier date and time as the parties may mutually agree (ithe “Additional Closing Date”, and together with the Initial Closing Date, each a “Closing Date”). Subject and pursuant to the terms and conditions set forth herein, the Company agrees that it shall issue and sell to solely to such Additional Closing Investor (and to no other Investor) a majority of pursuant to the Prospectus, and such Additional Closing Investor agrees that it shall purchase from the Company’s board of directors; and (ii) the Majority Investors. (b) Each closing of the purchase, sale and issuance of such Additional Shares to on the Additional Investor(s) Closing Date. The aggregate purchase price for the Additional Shares (eachthe “Aggregate Additional Purchase Price”, an and together with the Aggregate Initial Purchase Price, the “Additional ClosingAggregate Purchase Price”) and the purchase price per Additional Share are set forth on Schedule II hereto. The Additional Closing shall take place at the offices of B▇▇▇▇ ▇▇▇▇ L▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP located at One Metropolitan Square, 2▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ (or such other location (including by taking place remotely by electronic transfer of the Company Closing documentation) as the parties may agree upon) at 10:00 a.m. A.M. on such date as the Company and the Additional Investor(s) participating in Closing Date. For purposes of clarity, there shall be no additional conditions relating to such Additional Closing may agree either orally or in writing (the “Additional Closing Date”). At each Additional Closing, the Company shall deliver to each Additional Investor participating in the Additional Closing a certificate in such Additional Investor’s name representing the shares of Series A Preferred Stock purchased by such Additional Investor at such Additional Closing, against payment of the purchase price as provided in Section 1.2. Notwithstanding anything to the contrary set forth herein, this Agreement, including, without limitation, Exhibit A hereto, may be amended by the Company without the consent of any Investors to: (i) reflect the issuance of Additional Shares at each Additional Closing; and (ii) upon the execution by an Additional Investor of a counterpart signature page hereto, to include such Additional Investor on Exhibit A (a) under the heading “Additional Closing” reflecting the number of shares of Series A Preferred Stock purchased by such Additional Investor at each Additional Closing and (b) under the heading “Subsequent Closing” to reflect that each Additional Investor has committed to purchase in the Subsequent Closing a number of shares of Series A Preferred Stock equal to the number of Additional Shares purchased by such Additional Investor at such Additional Closing. Upon the execution by such Additional Investor of a counterpart signature page hereto, such Additional Investor shall be deemed to be an “Investor” for all purposes under this Agreement. (c) In connection with any Additional Closing, the Company and each Additional Investor acknowledge and agree that: (i) the purchase and sale of Additional Shares at such Additional Closing shall be made on the terms and other than those conditions set forth in this Agreement; (ii) the representations and warranties of the Company set forth in Section 2 (4(a) and the Schedule of Exceptions (those conditions such Additional Closing Investor as defined below)set forth in Section 4(b)(1)-(4) shall speak only as of the Initial Closing, and the Company shall have no obligation to update any such representations and warranties (or exceptions) as of the Additional Closing; and (iii7) the representations and warranties of each Additional Investor in Section 3 shall speak as of the Additional Closing Datehereof.