Common use of Additional Closing Clause in Contracts

Additional Closing. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 1(d), 6(b) and 7(b) below, the Company shall issue and sell to each Buyer, and each such Buyer severally, but not jointly, agrees to purchase from the Company on (a) the First Additional Closing Date (as defined below), (i) the number of Additional Preferred Shares as is set forth opposite such Buyer’s name in column (3)(b) on the Schedule of Buyers and (ii) Additional Warrants to acquire up to that number of Additional Warrant Shares as is set forth opposite such Buyer’s name in column (4)(b) on the Schedule of Buyers (the “First Additional Closing”) and (b) the Second Additional Closing Date (as defined below), (i) the number of Additional Preferred Shares as is set forth opposite such Buyer’s name in column (3)(c) on the Schedule of Buyers and (ii) Additional Warrants to acquire up to that number of Additional Warrant Shares as is set forth opposite such Buyer’s name in column (4)(c) on the Schedule of Buyers (the “Second Additional Closing” and together with the First Additional Closing, each an “Additional Closing”). The Initial Closing, the First Additional Closing, and the Second Additional Closing are each referred to herein as a “Closing”, and, whenever the context requires, each reference in this Agreement to “the Additional Closing” or words of like import shall mean and be a reference to “the applicable Additional Closing.”” (b) Section 1(d) of the Purchase Agreement is hereby deleted in its entirety and amended and restated as follows:

Additional Closing. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 1(d), 6(b) and 7(b) below, the Company shall issue and sell to each Buyer, and each such Buyer severally, but not jointlyshall have the right, agrees exercisable by delivery by e-mail of a written notice to purchase from the Company on (athe “Additional Optional Closing Notice”, and the date hereof, the “Additional Optional Closing Notice Date”) to purchase, and to require the First Company to sell to such Buyer, at one or more Additional Closing Date (as defined below)Closings, (i) the number up to such maximum aggregate principal amount of Additional Preferred Shares Notes as is set forth opposite such Buyer’s its name in column (3)(b) on the Schedule of Buyers and (ii) Additional Warrants to acquire up to that number of Additional Warrant Shares as is set forth opposite such Buyer’s name in column (4)(b4) on the Schedule of Buyers (each, an “Additional Optional Notes Amount”). Each Additional Optional Closing Notice shall specify (x) the proposed date and time of the 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 “First Additional ClosingOptional Closing Date,”) and (by) the Second applicable Additional Closing Optional Notes Amount of the Additional Note to be issued to such Buyer at such Additional Closing, 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 Applicable Date (as defined below), ) (ior such earlier date as the Required Holders shall notify the Company) the number of Additional Preferred Shares as is set forth opposite such Buyer’s name in column (3)(c) on the Schedule of Buyers and (ii) Additional Warrants to acquire up to that number of Additional Warrant Shares as is set forth opposite such Buyer’s name in column (4)(c) on the Schedule of Buyers (the “Second Additional Closing” and together with the First Additional Closing, each an “Additional ClosingOptional Closing Expiration Date”). The Initial Closing, the First at such time such Buyer shall have no further right to require any further Additional Closing, and the Second Additional Closing are each referred to herein as a “Closing”, and, whenever the context requires, each reference in this Agreement to “the Additional Closing” or words of like import shall mean and be a reference to “the applicable Additional ClosingClosings hereunder.”” (b) Section 1(d) of the Purchase Agreement is hereby deleted in its entirety and amended and restated as follows:

Additional Closing. Subject (a) At any time following the Initial Closing but prior to the satisfaction 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 waivermore 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 Sections 1(d), 6(bthis Agreement; (ii) the representations and 7(b) below, warranties of the Company shall issue set forth in Section 2 (and sell to each Buyer, and each such Buyer severally, but not jointly, agrees to purchase from the Company on (a) the First Additional Closing Date Schedule of Exceptions (as defined below), (i) shall speak only as of the number of Additional Preferred Shares as is set forth opposite such Buyer’s name in column (3)(b) on the Schedule of Buyers and (ii) Additional Warrants to acquire up to that number of Additional Warrant Shares as is set forth opposite such Buyer’s name in column (4)(b) on the Schedule of Buyers (the “First Additional Closing”) and (b) the Second Additional Closing Date (as defined below), (i) the number of Additional Preferred Shares as is set forth opposite such Buyer’s name in column (3)(c) on the Schedule of Buyers and (ii) Additional Warrants to acquire up to that number of Additional Warrant Shares as is set forth opposite such Buyer’s name in column (4)(c) on the Schedule of Buyers (the “Second Additional Closing” and together with the First Additional Closing, each an “Additional Closing”). The Initial Closing, the First Additional Closing, and the Second Additional Closing are each referred Company shall have no obligation to herein update any such representations and warranties (or exceptions) as a “Closing”, and, whenever the context requires, each reference in this Agreement to “of the Additional Closing” or words ; and (iii) the representations and warranties of like import each Additional Investor in Section 3 shall mean and be a reference to “the applicable Additional Closing.”” (b) Section 1(d) speak as of the Purchase Agreement is hereby deleted in its entirety and amended and restated as follows:Additional Closing Date.

Additional Closing. Subject If the aggregate principal amount of the Notes purchased at the First Closing is less than $18,372,132, then at any time on or before the 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 Notes), 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 the satisfaction (or waiver) balance of the authorized Notes not sold at the First Closing in one additional closing (the “Additional Closing” and each of the First Closing and the Additional Closing, a “Closing”) to Chengdu ▇▇▇▇▇ Genomics Technology Co., Ltd. or its Affiliate (“▇▇▇▇▇”), up to the amount set forth on EXHIBIT C attached hereto. In addition to the other closing conditions set forth in Sections 1(d), 6(b) and 7(b) belowthis Agreement, the Company Additional Closing with ▇▇▇▇▇ shall issue be subject to (i) ▇▇▇▇▇’▇ receipt of internal approval and sell 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 each Buyerthe transactions contemplated under the Purchase Agreement, and each such Buyer severally(iii) no material adverse effect relating to the Company’s business, but not jointlyproperties, agrees assets, or operations, taken as a whole, existing at the time of the Additional Closing with ▇▇▇▇▇. Upon signing a counterpart signature page to this Agreement and its purchase from of a Note at the Additional Closing, ▇▇▇▇▇ shall become a party to this Agreement and shall be deemed to be an “Investor” for all purposes under this Agreement, and the Schedule of Investors attached hereto shall be amended to reflect the amount ▇▇▇▇▇ has agreed to lend the Company on in the column entitled “Additional Closing Loan Amount” (a) such amount and the First Closing Investors’ “First Closing Loan Amount,” a “Loan Amount”). The loan made at the Additional Closing shall be made on the terms and conditions set forth in this Agreement, and the representations and warranties of the Company set forth in Section 3 hereof and the representations and warranties of 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), (i) ▇▇▇▇▇ shall lend to the number of Company at the Additional Preferred Shares as is Closing the amount set forth opposite such Buyer’s its name in under the column (3)(b) entitled “Additional Closing Loan Amount” on the Schedule of Buyers and (ii) Additional Warrants to acquire up to that number of Additional Warrant Shares as is set forth opposite such Buyer’s name in column (4)(b) on the Schedule of Buyers (the “First Additional Closing”) and (b) the Second Additional Closing Date Investors attached hereto (as defined below), (imay be amended as described above) against the number issuance and delivery by the Company of Additional Preferred Shares as is set forth opposite a Note for such Buyer’s name in column (3)(c) on the Schedule of Buyers and (ii) Additional Warrants to acquire up to that number of Additional Warrant Shares as is set forth opposite such Buyer’s name in column (4)(c) on the Schedule of Buyers (the “Second Additional Closing” and together with the First Additional Closing, each an “Additional Closing”). The Initial Closing, the First Additional Closing, and the Second Additional Closing are each referred to herein as a “Closing”, and, whenever the context requires, each reference in this Agreement to “the Additional Closing” or words of like import shall mean and be a reference to “the applicable Additional ClosingLoan Amount.”” (b) 4. Section 1(d) of the Purchase Agreement is hereby deleted in its entirety and amended and restated as follows:2(a)

Additional Closing. Subject to the satisfaction (or waiver) of the Additional Notice Conditions (as defined below) and the conditions set forth in Sections 1(d), 6(b) and 7(b) belowbelow (the “Additional Closing Conditions”), at any time after the Exchange Closing Date, the Company shall issue and sell to each Buyermay deliver one or more written notices at any time less than $3,000,000 in aggregate principal amount of Notes remain outstanding (each, an “Additional Closing Notice”, and the date of each such Buyer severallyAdditional Closing Notice, but not jointlyeach, agrees an “Additional Closing Notice Date”) to purchase from the Buyers, with a copy to the Trustee, executed by the chief executive officer or chief financial officer of the Company, (A) certifying that the Company on (a) has satisfied the First Additional Closing Date Volume Condition (as defined below), the Additional Closing Price Condition (ias defined below) as of such Additional Closing Notice Date and (II) no Equity Conditions Failure (as defined below) exists (or detailing any such Equity Conditions Failure and specifying that no Additional Closing shall occur unless the number Buyers waive such Equity Conditions Failure) as of such Additional Preferred Shares Closing Notice Date (the “Additional Notice Conditions”), (B) confirming the aggregate principal amount of the Additional Notes to be purchased by the Buyers (which, with respect to any given Additional Closing, shall not exceed $25,000,000 in the aggregate (or such other amount as is the Company and the Buyers shall mutually agree)), the pro rata amount to be purchased by such Buyer (which, together with the aggregate principal amount of any Additional Notes issued at any prior Additional Closings, shall not exceed the maximum aggregate principal amount as set forth opposite such Buyer’s name in column (3)(b3) on the Schedule of Buyers and Buyers), (iiC) Additional Warrants to acquire up to that number of Additional Warrant Shares as is set setting forth opposite such Buyer’s name in column (4)(b) on the Schedule of Buyers (the “First Additional Closing”) and (b) the Second proposed Additional Closing Date (as defined below), which shall be the fifth (i5th) the number of Trading Day after such Additional Preferred Shares Closing Notice or such other date as is set forth opposite such mutually agreed to by the Company and each Buyer’s name in column (3)(c) on the Schedule of Buyers and (ii) , each, an “Additional Warrants to acquire up to that number of Additional Warrant Shares as is set forth opposite such Buyer’s name in column (4)(c) on the Schedule of Buyers (the “Second Additional ClosingClosing Date,” and together with the First Initial Closing Date and the Exchange Closing Date, each, a “Closing Date”) and (D) attaching the draft applicable additional Supplemental Indenture and Prospectus Supplement (as defined below) with respect thereto. Each Additional ClosingClosing Notice shall be irrevocable. For the avoidance of doubt, each an the Buyers shall not be required to consummate any Additional Closing if on the Additional Closing Date if the Additional Closing Volume Condition, the Additional Closing Price Condition or any Additional Notice Condition or Additional Closing Condition, as applicable, has not been satisfied in full. The Company’s rights to effect any Additional Closings hereunder shall terminate upon the first anniversary of the date hereof (or such earlier date as the Company shall determine, in its sole discretion, by delivery of a written notice to the Buyers) (the “Additional ClosingClosing Expiration Date”). The Initial Closing, the First Additional Closing, and the Second Additional Closing are each referred to herein as a “Closing”, and, whenever the context requires, each reference in this Agreement to “the Additional Closing” or words of like import shall mean and be a reference to “the applicable Additional Closing.”” (b) Section 1(d) of the Purchase Agreement is hereby deleted in its entirety and amended and restated as follows:

Additional Closing. Subject to The Company and the satisfaction Investor set forth on Schedule II (or waiverthe “Additional Closing Investor”) mutually agree that there shall be an additional closing (the “Additional Closing”, and together with the Initial Closing, each a “Closing”) of the purchase and sale of the corresponding number of Offered Shares set forth on Schedule II attached hereto (the “Additional Shares”, and together with the Initial Shares, the “Offered Shares”) on November 25, 2025 or on such earlier date and time as the parties may mutually agree (the “Additional Closing Date”, and together with the Initial Closing Date, each a “Closing Date”). Subject and pursuant to the terms and conditions set forth in Sections 1(d), 6(b) and 7(b) belowherein, the Company agrees that it shall issue and sell to each Buyersolely to such Additional Closing Investor (and to no other Investor) pursuant to the Prospectus, and each such Buyer severally, but not jointly, Additional Closing Investor agrees to that it shall purchase from the Company Company, such Additional Shares on (a) the First Additional Closing Date (as defined below), (i) Date. The aggregate purchase price for the number of Additional Preferred Shares as is set forth opposite such Buyer’s name in column (3)(b) on the Schedule of Buyers and (ii) Additional Warrants to acquire up to that number of Additional Warrant Shares as is set forth opposite such Buyer’s name in column (4)(b) on the Schedule of Buyers (the “First Aggregate Additional ClosingPurchase Price”) and (b) the Second Additional Closing Date (as defined below), (i) the number of Additional Preferred Shares as is set forth opposite such Buyer’s name in column (3)(c) on the Schedule of Buyers and (ii) Additional Warrants to acquire up to that number of Additional Warrant Shares as is set forth opposite such Buyer’s name in column (4)(c) on the Schedule of Buyers (the “Second Additional Closing” and together with the First Aggregate Initial Purchase Price, the “Aggregate Purchase Price”) and the purchase price per Additional Closing, each an “Additional Closing”)Share are set forth on Schedule II hereto. The Initial Closing, the First Additional Closing, and the Second Additional Closing are each referred to herein 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 Closing documentation) as a “Closing”, and, whenever the context requires, each reference in this Agreement to “parties may agree upon) at 10:00 A.M. on the Additional Closing” or words Closing Date. For purposes of like import clarity, there shall mean and be a reference no additional conditions relating to “the applicable such Additional Closing.”” (b) Section 1(d) Closing other than those conditions of the Purchase Agreement is hereby deleted Company set forth in its entirety Section 4(a) and amended those conditions such Additional Closing Investor as set forth in Section 4(b)(1)-(4) and restated as follows:(7) hereof.

Additional Closing. Subject to (a) At any time following the satisfaction (or waiver) of the conditions set forth in Sections 1(d)Closing through and including March 31, 6(b) and 7(b) below2013, the Company shall issue and may sell to each Buyer, and each such Buyer severally, but not jointly, agrees to purchase from additional shares of Series C Preferred Stock (the Company on (a) the First “Additional Closing Date (as defined belowShares’”), at a purchase price of $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 number Company’s board of Additional Preferred Shares as is set forth opposite such Buyer’s name in column (3)(b) on the Schedule of Buyers directors; and (ii) Additional Warrants to acquire up to that number of Additional Warrant Shares as is set forth opposite such Buyer’s name in column (4)(b) on the Schedule of Buyers (the “First Additional Closing”) and Majority Investors. (b) Each closing of the Second Additional Closing Date (as defined below)purchase, (i) the number sale and issuance of Additional Preferred Shares as is set forth opposite such Buyer’s name in column to the Additional Investor(s) (3)(c) on the Schedule of Buyers and (ii) Additional Warrants to acquire up to that number of Additional Warrant Shares as is set forth opposite such Buyer’s name in column (4)(c) on the Schedule of Buyers (the “Second Additional Closing” and together with the First Additional Closingeach, 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”). The Initial At each Additional Closing, the First 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 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 Second execution by an Additional Closing are each referred Investor of a counterpart signature page hereto, to herein as a include such Additional Investor on Exhibit A (a) under the heading “Closing”, and, whenever the context requires, each reference in this Agreement to “the Additional Closing” or words reflecting the number of like import shall mean and be a reference to “the applicable shares of Series C Preferred Stock purchased by such Additional Investor at each 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.”” (b) Section 1(d) of the Purchase Agreement is hereby deleted in its entirety and amended and restated as follows:

Additional Closing. Subject to (a) At any time following the satisfaction (or waiver) of First Closing through and including the conditions set forth in Sections 1(d), 6(b) and 7(b) belowSecond Closing, the Company shall issue and may sell up to each Buyer, and each such Buyer severally, but not jointly, agrees to purchase from an aggregate of 166,667 shares of Series B Preferred Stock (the Company on (a) the First “Additional Closing Date (as defined belowShares”), at a purchase price of $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 number Company’s board of Additional Preferred Shares as is set forth opposite such Buyer’s name in column (3)(b) on the Schedule of Buyers directors; and (ii) Additional Warrants to acquire up to that number of Additional Warrant Shares as is set forth opposite such Buyer’s name in column (4)(b) on the Schedule of Buyers (the “First Additional Closing”) and Majority Investors. (b) Each closing of the Second Additional Closing Date (as defined below)purchase, (i) the number sale and issuance of Additional Preferred Shares as is set forth opposite such Buyer’s name in column to the Additional Investor(s) (3)(c) on the Schedule of Buyers and (ii) Additional Warrants to acquire up to that number of Additional Warrant Shares as is set forth opposite such Buyer’s name in column (4)(c) on the Schedule of Buyers (the “Second Additional Closing” and together with the First Additional Closingeach, 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”). The Initial At each Additional Closing, the First 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 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 Second execution by an Additional Closing are each referred Investor of a counterpart signature page hereto, to herein as a include such Additional Investor on Exhibit A (a) under the heading “Closing”, and, whenever the context requires, each reference in this Agreement to “the Additional Closing” or words reflecting the number of like import shall mean shares of Series B Preferred Stock purchased by such Additional Investor at each Additional Closing and be a reference to “the applicable Additional Closing.”” (b) Section 1(d) under the heading “Second Closing” to reflect that each Additional Investor has committed to purchase in the Second Closing a number of shares of Series B Preferred Stock equal to the Purchase Agreement is hereby deleted in its entirety and amended and restated as follows: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.