Common use of Additional Holders Clause in Contracts

Additional Holders. (a) Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of the Company’s Preferred Stock after the date hereof, any purchaser of such shares of Preferred Stock may become a party to this Agreement by executing and delivering an additional counterpart signature page to this Agreement, and thereafter shall be deemed an “Investor” for all purposes hereunder. No action or consent by the Investors shall be required for such joinder to this Agreement by such additional Investor, so long as such additional Investor has agreed in writing to be bound by all of the obligations as an “Investor” hereunder. (b) Notwithstanding anything to the contrary contained herein, if the Company issues additional Notes after the date hereof, any purchaser of such Notes may become a party to this Agreement by executing and delivering an additional counterpart signature page to this Agreement, ACTIVE/119579555.22 and thereafter shall be deemed a “Noteholder” for all purposes hereunder. No action or consent by the Investors or Noteholders shall be required for such joinder to this Agreement by such additional Noteholder, so long as such additional Noteholder has agreed in writing to be bound by all of the obligations as a “Noteholder” hereunder (c) In the event that after the date of this Agreement, the Company enters into an agreement with any Person to issue shares of capital stock to such Person (other than to a purchaser of Preferred Stock described in Section 12.9(a) above or to a purchaser of Notes described in Section 12.9(b) above), following which such Person shall hold Shares constituting one percent (1%) or more of the then outstanding capital stock of the Company (treating for this purpose all shares of Common Stock issuable upon exercise of or conversion of outstanding options, warrants or convertible securities, as if exercised and/or converted or exchanged), then, the Company shall cause such Person (each such Person, a “Key Holder”), as a condition precedent to entering into such agreement, to become bound by the VA Provisions by executing an instrument, in a form approved by the Board, agreeing to be bound by and subject to the terms of the VA Provisions as a Key Holder and Stockholder and thereafter such person shall be deemed a Key Holder and Stockholder for all purposes under the VA Provisions.

Additional Holders. (ai) Notwithstanding anything Each of Ninebell Co., Ltd. (with respect to 133,334 Class A Shares purchased from the Company as of September 11, 2017), Pudong Science and Technology (Cayman) Co., Ltd. (with respect to 1,119,576 Class A Shares purchased from the Company as of September 8, ▇▇▇▇), ▇▇▇▇▇▇▇▇ Science and Technology Venture Capital Co., Ltd. (with respect to 4,998,508 shares of Series E Preferred Stock of the Company purchased from the Company as of August 31, 2017), and Zhangjiang AJ Company Limited (with respect to 787,098 Class A Shares purchased from the Company as of September 8, 2017) may, at its election, become subject to the contrary contained herein, if terms of this Agreement as an Incidental Rights Holder by executing and delivering an Adoption Agreement. Upon the execution and delivery of an Adoption Agreement to the Company issues additional shares of by any such Person (with respect to the Company’s Preferred Stock after securities referenced above), the date hereof, any purchaser of Company shall countersign such shares of Preferred Stock may become Adoption Agreement and (A) such Person shall be deemed to be a party to this Agreement as if such Person’s signature appeared on the signature pages of this Agreement and shall be deemed to be an Incidental Rights Holder and (B) such Person shall be added to Schedule I in accordance with Section 12(c). (ii) Each Person who holds shares of any Preferred Series shall, automatically without the need to execute or deliver an adoption or joinder agreement, become subject to the terms of this Agreement as an Incidental Rights Holder with respect to such shares upon the receipt by ACM of a waiver and/or consent, executed by the holders of a majority of the outstanding shares of such Preferred Series, terminating all of the registration rights currently set forth in one or more purchase agreements with respect to shares of such Preferred Series, all satisfactory to the Company in form and substance. Upon delivery of such a waiver and/or consent with respect to shares of a Preferred Series, (A) each Person who is a holder of record of shares of such Preferred Series as of the date of such delivery shall be deemed to be a party to this Agreement as if such Person’s signature appeared on the signature pages of this Agreement and shall be deemed to be an Incidental Rights Holder and (B) such Person shall be added to Schedule I in accordance with Section 12(c), it being understood that for such purpose the initial address of such Person shall be its record address in the stock register for such Preferred Series. (iii) At the election of the Company, any Person may become subject to the terms of this Agreement as an Incidental Rights Holder at any time after the date hereof by executing and delivering an additional counterpart signature page to this Adoption Agreement. Upon the execution and delivery of an Adoption Agreement by such Person and the Company, and thereafter (A) such Person shall be deemed an “Investor” for all purposes hereunder. No action or consent by the Investors shall be required for such joinder to this Agreement by such additional Investor, so long as such additional Investor has agreed in writing to be bound by all of the obligations as an “Investor” hereunder. (b) Notwithstanding anything to the contrary contained herein, if the Company issues additional Notes after the date hereof, any purchaser of such Notes may become a party to this Agreement by executing as if such Person’s signature appeared on the signature pages of this Agreement and delivering an additional counterpart signature page to this Agreement, ACTIVE/119579555.22 and thereafter shall be deemed a “Noteholder” for all purposes hereunder. No action or consent by the Investors or Noteholders shall be required for such joinder to this Agreement by such additional Noteholder, so long as such additional Noteholder has agreed in writing to be bound by all of the obligations as a “Noteholder” hereunder an Incidental Rights Holder and (cB) In the event that after the date of this Agreement, the Company enters into an agreement with any Person to issue shares of capital stock to such Person (other than to a purchaser of Preferred Stock described in Section 12.9(a) above or to a purchaser of Notes described in Section 12.9(b) above), following which such Person shall hold Shares constituting one percent (1%) or more of the then outstanding capital stock of the Company (treating for this purpose all shares of Common Stock issuable upon exercise of or conversion of outstanding options, warrants or convertible securities, as if exercised and/or converted or exchangedbe added to Schedule I in accordance with Section 12(c), then, the Company shall cause such Person (each such Person, a “Key Holder”), as a condition precedent to entering into such agreement, to become bound by the VA Provisions by executing an instrument, in a form approved by the Board, agreeing to be bound by and subject to the terms of the VA Provisions as a Key Holder and Stockholder and thereafter such person shall be deemed a Key Holder and Stockholder for all purposes under the VA Provisions.

Additional Holders. (ai) Notwithstanding anything Each of Ninebell Co., Ltd. (with respect to 133,334 Class A Shares purchased from the Company as of September 11, 2017), Pudong Science and Technology (Cayman) Co., Ltd. (with respect to 1,119,576 Class A Shares purchased from the Company as of September 8, 2▇▇▇), ▇▇▇▇▇▇▇▇ Science and Technology Venture Capital Co., Ltd. (with respect to 4,998,508 shares of Series E Preferred Stock of the Company purchased from the Company as of August 31, 2017), and Zhangjiang AJ Company Limited (with respect to 787,098 Class A Shares purchased from the Company as of September 8, 2017) may, at its election, become subject to the contrary contained herein, if terms of this Agreement as an Incidental Rights Holder by executing and delivering an Adoption Agreement. Upon the execution and delivery of an Adoption Agreement to the Company issues additional shares of by any such Person (with respect to the Company’s Preferred Stock after securities referenced above), the date hereof, any purchaser of Company shall countersign such shares of Preferred Stock may become Adoption Agreement and (A) such Person shall be deemed to be a party to this Agreement as if such Person’s signature appeared on the signature pages of this Agreement and shall be deemed to be an Incidental Rights Holder and (B) such Person shall be added to SCHEDULE I in accordance with Section 12(c). (ii) Each Person who holds shares of any Preferred Series shall, automatically without the need to execute or deliver an adoption or joinder agreement, become subject to the terms of this Agreement as an Incidental Rights Holder with respect to such shares upon the receipt by ACM of a waiver and/or consent, executed by the holders of a majority of the outstanding shares of such Preferred Series, terminating all of the registration rights currently set forth in one or more purchase agreements with respect to shares of such Preferred Series, all satisfactory to the Company in form and substance. Upon delivery of such a waiver and/or consent with respect to shares of a Preferred Series, (A) each Person who is a holder of record of shares of such Preferred Series as of the date of such delivery shall be deemed to be a party to this Agreement as if such Person’s signature appeared on the signature pages of this Agreement and shall be deemed to be an Incidental Rights Holder and (B) such Person shall be added to SCHEDULE I in accordance with Section 12(c), it being understood that for such purpose the initial address of such Person shall be its record address in the stock register for such Preferred Series. (iii) At the election of the Company, any Person may become subject to the terms of this Agreement as an Incidental Rights Holder at any time after the date hereof by executing and delivering an additional counterpart signature page to this Adoption Agreement. Upon the execution and delivery of an Adoption Agreement by such Person and the Company, and thereafter (A) such Person shall be deemed an “Investor” for all purposes hereunder. No action or consent by the Investors shall be required for such joinder to this Agreement by such additional Investor, so long as such additional Investor has agreed in writing to be bound by all of the obligations as an “Investor” hereunder. (b) Notwithstanding anything to the contrary contained herein, if the Company issues additional Notes after the date hereof, any purchaser of such Notes may become a party to this Agreement by executing as if such Person’s signature appeared on the signature pages of this Agreement and delivering an additional counterpart signature page to this Agreement, ACTIVE/119579555.22 and thereafter shall be deemed a “Noteholder” for all purposes hereunder. No action or consent by the Investors or Noteholders shall be required for such joinder to this Agreement by such additional Noteholder, so long as such additional Noteholder has agreed in writing to be bound by all of the obligations as a “Noteholder” hereunder an Incidental Rights Holder and (cB) In the event that after the date of this Agreement, the Company enters into an agreement with any Person to issue shares of capital stock to such Person (other than to a purchaser of Preferred Stock described in Section 12.9(a) above or to a purchaser of Notes described in Section 12.9(b) above), following which such Person shall hold Shares constituting one percent (1%) or more of the then outstanding capital stock of the Company (treating for this purpose all shares of Common Stock issuable upon exercise of or conversion of outstanding options, warrants or convertible securities, as if exercised and/or converted or exchangedbe added to SCHEDULE I in accordance with Section 12(c), then, the Company shall cause such Person (each such Person, a “Key Holder”), as a condition precedent to entering into such agreement, to become bound by the VA Provisions by executing an instrument, in a form approved by the Board, agreeing to be bound by and subject to the terms of the VA Provisions as a Key Holder and Stockholder and thereafter such person shall be deemed a Key Holder and Stockholder for all purposes under the VA Provisions.