Common use of Additional Closing Clause in Contracts

Additional Closing. 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 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 Xxxxx Genomics Technology Co., Ltd. or its Affiliate (“Xxxxx”), up to the amount set forth on EXHIBIT C attached hereto. In addition to the other closing conditions set forth in this Agreement, the Additional Closing with Xxxxx shall be subject to (i) Xxxxx’x receipt of internal approval and authorization for the transactions contemplated under the Purchase Agreement, (ii) Xxxxx’x 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 business, properties, assets, or operations, taken as a whole, existing at the time of the Additional Closing with Xxxxx. Upon signing a counterpart signature page to this Agreement and its purchase of a Note at the Additional Closing, Xxxxx 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 Xxxxx has agreed to lend the Company in the column entitled “Additional Closing Loan Amount” (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), Xxxxx shall lend to the Company at the Additional Closing the 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.”

Additional Closing. If On the aggregate principal amount date of the Notes purchased at the First Company ------------------ Additional Closing is less than $18,372,132or Buyer Additional Closing, then at any time on or before the earlier of the consummation of a Qualified Financing as applicable (as defined in the Notes)collectively, 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”"Additional Closing"), the Company may sell up shall complete the Series G Certificate of Designation by inserting the price per share to be paid for the Series G Preferred Shares, as determined pursuant to the balance terms of Section 1(d) or Section 1(e), as applicable, and the number of Series G Preferred Shares to be issued, as determined pursuant to the terms of Section 1(d) or Section 1(e), as applicable, file the Series G Certificate of Designation with the Office of the authorized Notes not sold at Delaware Secretary of State and issue and deliver to each Buyer a stock certificate(s) representing such number of Company Series G Preferred Shares or Buyer Series G Preferred Shares, as applicable, which such Buyer is then purchasing (as indicated opposite such Buyer's name on the First Closing Schedule of Buyers or in one additional closing the Buyer Notice, as applicable), duly executed on behalf of the Company and registered in the name of such Buyer or its designee (the “"Series G Stock Certificates" and together with the Series F Stock Certificates, the "Stock Certificates"). The Additional Closing” and each of Closing shall occur on the First Closing and the Additional Closing, a “Closing”) to Chengdu Xxxxx Genomics Technology Co., Ltd. or its Affiliate (“Xxxxx”), up to the amount set forth on EXHIBIT C attached hereto. In addition to the other closing conditions date set forth in this Agreementthe Company Notice or Buyer Notice, the Additional Closing with Xxxxx shall be subject to (i) Xxxxx’x receipt of internal approval and authorization for the transactions contemplated under the Purchase Agreementas applicable, (ii) Xxxxx’x 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 business, properties, assets, or operations, taken as a whole, existing at the time offices of Schulte Roth & Zabel LLP, 900 Third Xxxxxx, Xxx Yoxx, Xew Yorx 00000, xx xx xxxx xxxxx xxxxxxxx xx xxxxl be agreed upon by the Additional Closing with Xxxxxparties. Upon signing a counterpart signature page to this Agreement and its purchase of a Note at the Additional Closing, Xxxxx 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 Xxxxx has agreed to lend the Company in the column entitled “Additional Closing Loan Amount” (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 On the date of the Additional Closing. Any Note issued pursuant to this Section 1(b) , each Buyer shall be deemed pay the Company the purchase price for the Company Series G Preferred Shares or Buyer Series G Preferred Shares, as applicable, to be a “Note” for all purposes under this Agreement. On the Additional Closing Date (as defined below), Xxxxx shall lend issued and sold to the Company such Buyer at the Additional Closing Closing, by wire transfer of immediately available funds in accordance with the amount set forth opposite its name under Company's written wire instructions provided in writing to the column entitled “Buyers at least two days prior to the date of the 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 AmountClosing.”

Additional Closing. If Contingent and effective upon the aggregate principal amount receipt by the Company 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 Requisite Shareholder Approval (as defined in the Notes)below) and, the filing of a public registration statement with respect to each Holder if the Requisite Shareholder Approval is received, the execution and delivery by such Holder of an IPO Additional Release (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”below), the Company may sell up will instruct its transfer agent within five business days after the Company’s receipt from such Holder of a duly executed Additional Release, to transfer to such Holder the balance number of shares of Common Stock set forth opposite such Holder’s name on Exhibit B hereto (the authorized Notes not sold at “Additional Closing Shares” and together with the First Initial Closing in one additional closing (Shares, the “Shares” and such issuance, the “Additional Closing” and each the date of such issuance, the First “Additional Closing and the Additional Closing, a “ClosingDate”) to Chengdu Xxxxx Genomics Technology Co., Ltd. either through electronic book entry credit or its Affiliate (“Xxxxx”), up the issuance of a physical stock certificate as specified for such Holder pursuant to the amount Delivery Instructions set forth on EXHIBIT C attached hereto. In addition to the other closing conditions set forth in this Agreement, the Additional Closing with Xxxxx shall be subject to (i) Xxxxx’x receipt of internal approval and authorization for the transactions contemplated under the Purchase Agreement, (ii) Xxxxx’x 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 Companysuch Holder’s business, properties, assets, or operations, taken as a whole, existing at the time of the Additional Closing with Xxxxx. Upon signing a counterpart signature page to this Agreement and its purchase the Agreement. For clarity, the issuance of a Note at the Additional Closing, Xxxxx 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 Xxxxx has agreed to lend the Company in the column entitled “Additional Closing Loan Amount” (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 Shares pursuant to this Section 1(b) shall be deemed not occur unless the Requisite Shareholder Approval is obtained at the Company’s 2017 Annual Meeting of Shareholders and, with respect to be a “Note” for all purposes under this Agreement. On the Additional Closing Date (as defined below)each Holder, Xxxxx shall lend unless such Holder executes and delivers to the Company at an Additional Release by the earlier of (i) the 15th business day following the Company’s disclosure on a Form 8-K filed with the Securities and Exchange Commission (“SEC”) of the voting results of the 2017 Annual Meeting of Shareholders and (ii) the 15th business day following a written request from the Company to the Holder, following the 2017 Annual Meeting of Shareholders, to execute and deliver an Additional Closing Release to the amount set forth opposite its name under the column entitled “Additional Closing Loan Amount” on the Schedule of Investors attached hereto Company (as may be amended as described above) against applicable, the issuance and delivery by the Company of a Note for such Loan Amount“Deadline Date”).”

Additional Closing. If (i) Each Purchaser and the aggregate principal amount of Company shall each have the Notes purchased at right to deliver a written notice to the First Closing is less than $18,372,132, then at any time on other (the "Additional Financing Notice") requiring such other party to either sell or before the earlier of the consummation of a Qualified Financing buy (as defined in the Notesseverally and not jointly), as the filing of a public registration statement with respect to an IPO (as defined in case may be, the Notes), Liquidation Event or Deemed Liquidation Event (each as defined in Additional Securities for the Notes)Additional Purchase Price. The Additional Financing Notice may be delivered no earlier than 190 days following the Closing Date and no later than 210 days following the Closing Date, or July 31, 2018 (the “Outside Date”), or such later date as is approved otherwise agreed to by the Investors holding at least 60parties hereto. At the Additional Closing each Purchaser which receives or delivers an Additional Closing ------ 2 The number which equals 7.5% of $7,000,000 divided by the lesser of (i) 110% of the then-outstanding average of the Per Share Market Values for the four Trading Days preceding the Additional Closing Date and unpaid principal (ii) $16.00 (subject to equitable adjustment for stock splits, recombinations and interest under all Notes (the “Requisite Investors”similar events), the Company may sell up . Notice pursuant to the balance terms hereof shall (subject to the terms and conditions herein) purchase such portion of the authorized Notes not Additional Securities as equals such Purchaser's pro-rata portion of the Initial Securities issued and sold at the First Closing in one additional Closing. The closing of the purchase and sale of Additional Securities (the “"Additional Closing” and each ") shall take place at the offices of the First Closing and Robinson Silverman,1290 Avxxxx xx txx Xxxxxxax, Xxx Xxxx, Xxx Xxxx 00000, xx xxx xxxxx (0xx) Xxxxxess Day after the Additional ClosingFinancing Notice is received by a Purchaser or the Company, a “Closing”) as the case may be, or on such other date as otherwise agreed to Chengdu Xxxxx Genomics Technology Co.by the parties hereto, Ltd. or its Affiliate (“Xxxxx”)provided, up to the amount set forth on EXHIBIT C attached hereto. In addition to the other closing conditions set forth that in this Agreement, no case shall the Additional Closing with Xxxxx take place unless and until all of the conditions listed in Section 5 of this letter shall be subject to (i) Xxxxx’x receipt of internal approval and authorization for have been satisfied by the transactions contemplated under Company or waived by the Purchase Agreement, (ii) Xxxxx’x 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 business, properties, assets, or operations, taken as a whole, existing at the time Purchasers. The date of the Additional Closing with Xxxxx. Upon signing a counterpart signature page is hereinafter referred to this Agreement and its purchase of a Note at as the Additional Closing, Xxxxx 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 Xxxxx has agreed to lend the Company in the column entitled “"Additional Closing Loan Amount” (such amount and Date." Notwithstanding anything to the First Closing Investors’ “First Closing Loan Amount,” a “Loan Amount”). The loan made at contrary contained in this letter, each Purchaser may, prior to the Additional Closing shall be made on the terms and conditions set forth in this AgreementDate, 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 designate an Affiliate thereof to acquire all or any portion 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), Xxxxx shall lend to the Company at the Additional Closing the 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 AmountSecurities.”

Additional Closing. If the aggregate principal amount of the Notes purchased at the First Closing is less than $18,372,132, then at any time on On or before the earlier of thirtieth (30th) day following 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 Initial Closing 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 balance of the authorized Notes not sold and issue at the First Closing in one an additional closing (the “Additional Closing” and each of together with the First Closing and the Additional Initial Closing, a “Closing”) to Chengdu Xxxxx Genomics Technology Co., Ltd. or its Affiliate (“Xxxxx”), up to the amount set forth on EXHIBIT C attached heretobalance of the authorized number of shares of Series CC Preferred Stock not purchased at the Initial Closing at a price per share of not less than the Per Share Purchase Price, to one or more of the Company’s existing stockholders, including existing stockholders that purchase shares of Series CC Preferred Stock at the Initial Closing. In addition to the other closing conditions set forth Any such sale and issuance in this Agreement, the Additional Closing with Xxxxx shall be subject to (i) Xxxxx’x receipt on the same terms and conditions as those contained herein, and such persons or entities shall, upon execution and delivery of internal approval the relevant signature pages, become parties to, and authorization for be bound by, this Agreement. The Additional Closing shall take place at the transactions contemplated under offices of Xxxxxxx LLP, 1800 Mercantile Bank and Trust Building, 0 Xxxxxxx Xxxxx, Baltimore, Maryland, at such date and time as is mutually agreed upon by the Purchase Agreement, (ii) Xxxxx’x receipt of any and all approvals or notices of record filing from the Ministry of Commerce, State Administration of Foreign Exchange Company and the National Development and Reform Commission additional purchasers acquiring in the aggregate more than half of China, relating to the transactions contemplated under the Purchase Agreement, and (iii) no material adverse effect relating to the Company’s business, properties, assets, or operations, taken as a whole, existing shares of Series CC Preferred Stock being sold at the time of the Additional Closing (the “Additional Closing Date”, and together with Xxxxxthe Initial Closing Date, a “Closing Date”). Upon signing Each purchaser participating in such Additional Closing shall execute a counterpart signature page to this Agreement and its purchase of a Note at the Additional Closing, Xxxxx shall become a party to the Stockholders Agreement and the Registration Rights Agreement, at which time such purchaser shall be treated as a “Purchaser” for purposes of this Agreement and the stock purchased by such purchaser shall be deemed to be an “Investor” sold under this Agreement for all purposes under of this Agreement, the Stockholders Agreement and the Schedule of Investors attached hereto shall be amended to reflect the amount Xxxxx has agreed to lend the Company Registration Rights Agreement; provided, that Purchasers that participate in the column entitled “Additional Closing Loan Amount” (such amount and the First Closing Investors’ “First Closing Loan Amount,” a “Loan Amount”). The loan made at the Additional Initial Closing shall not 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 required 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), Xxxxx shall lend to the Company at the Additional Closing the 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 execute such Loan Amountagreements again.”