Burning Rock Biotech LTD Sample Contracts

DEPOSIT AGREEMENT by and among BURNING ROCK BIOTECH LIMITED and CITIBANK, N.A., as Depositary, and ALL HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of [date], 2020
Deposit Agreement • June 5th, 2020 • Burning Rock Biotech LTD • Services-medical laboratories • New York

DEPOSIT AGREEMENT, dated as of [●], 2020, by and among (i) Burning Rock Biotech Limited, an exempted company with limited liability organized under the laws of the Cayman Islands, and its successors (the “Company”), (ii) Citibank, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • May 22nd, 2020 • Burning Rock Biotech LTD • Services-medical laboratories • New York

THIS INDEMNIFICIATION AGREEMNT (this “Agreement”) is made as of , 20 by and between Burning Rock Biotech Limited, an exempted company with limited liability incorporated and existing under the laws of the Cayman Islands (the “Company”) and ([Passport/ID] Number ) (the “Indemnitee”).

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American Depositary Shares BURNING ROCK BIOTECH LIMITED EACH REPRESENTING __________ CLASS A ORDINARY SHARES, PAR VALUE US$0.0002 PER SHARE UNDERWRITING AGREEMENT
Underwriting Agreement • June 5th, 2020 • Burning Rock Biotech LTD • Services-medical laboratories • New York

Burning Rock Biotech Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the Underwriters”) an aggregate of __________ Class A ordinary shares, par value US$0.0002 per share, of the Company (the “Firm Shares”) in the form of __________ American Depositary Shares (as defined below) (the “Firm ADSs”).

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FIFTH AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT
Adherence Agreement • May 22nd, 2020 • Burning Rock Biotech LTD • Services-medical laboratories • Hong Kong

WHEREAS, the Company, OrbiMed, Casdin, the Key Holders, the WFOE, the HK Company, the Domestic Companies and the other parties thereto are each parties to the Series C+ Preferred Share Purchase Agreement dated as of December 30, 2019 (the “Purchase Agreement”);

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Agreement for Power of Attorney
Agreement for Power of Attorney • May 22nd, 2020 • Burning Rock Biotech LTD • Services-medical laboratories

This Agreement for Power of Attorney (this “Agreement”) is executed by and among the following Parties on October 21, 2019 in Beijing, the People’s Republic of China (“China” and for the purposes of this Agreement, excludes Hong Kong, Macau and Taiwan):

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Equity Pledge Agreement
Equity Pledge Agreement • May 22nd, 2020 • Burning Rock Biotech LTD • Services-medical laboratories

This Equity Pledge Agreement (this “Agreement”) is executed by and among the following Parties on October 21, 2019 in Beijing, the People’s Republic of China (“China” and for the purposes of this Agreement, excludes Hong Kong, Macau and Taiwan):

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Exclusive Business Cooperation Agreement
Exclusive Business Cooperation Agreement • May 22nd, 2020 • Burning Rock Biotech LTD • Services-medical laboratories

This Exclusive Business Cooperation Agreement (hereinafter referred to as this “Agreement”) is executed by and between the following two Parties on October 21, 2019 in Beijing, the People’s Republic of China (“China” and for the purposes of this Agreement, excludes Hong Kong, Macau and Taiwan).

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SERIES A+ PREFERRED SHARE PURCHASE AGREEMENT
Series A+ Preferred Share Purchase Agreement • November 4th, 2019 • Burning Rock Biotech LTD • Services-medical laboratories • Hong Kong

Each of the parties to this Agreement is referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used herein shall have the meaning set forth in Schedule III attached hereto.

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Voting Proxy Agreement
Voting Proxy Agreement • May 22nd, 2020 • Burning Rock Biotech LTD • Services-medical laboratories • Beijing

This Voting Proxy Agreement (this “Agreement”) is entered into by and between the parties as of October 21, 2019 in Beijing, People’s Republic of China (“PRC”, for the purpose of this Agreement, PRC shall not include Hong Kong, Macau and Taiwan):

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Exclusive Option Agreement
Exclusive Option Agreement • May 22nd, 2020 • Burning Rock Biotech LTD • Services-medical laboratories

This Exclusive Option Agreement (hereinafter referred to as this “Agreement”) is executed by and among the following Parties on October 21, 2019 in Beijing, the People’s Republic of China (“China” and for the purposes of this Agreement, excludes Hong Kong, Macau and Taiwan):

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BURNING ROCK BIOTECH LIMITED $100,000,000 AMERICAN DEPOSITARY SHARES EACH REPRESENTING ONE CLASS A ORDINARY SHARE SALES AGREEMENT
Sales Agreement • November 7th, 2022 • Burning Rock Biotech LTD • Services-medical laboratories • New York

Burning Rock Biotech Limited, a Cayman Islands exempted company (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:

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SERIES C PREFERRED SHARE PURCHASE AGREEMENT
Series C Preferred Share Purchase Agreement • May 22nd, 2020 • Burning Rock Biotech LTD • Services-medical laboratories • Hong Kong

Each of the parties to this Agreement is referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used herein shall have the meaning set forth in Schedule III attached hereto.

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SUBSCRIPTION AGREEMENT
Subscription Agreement • June 5th, 2020 • Burning Rock Biotech LTD • Services-medical laboratories • New York

WHEREAS, the Company has filed a registration statement on Form F-1 on May 22, 2020 (as may be amended from time to time, the “Registration Statement”) with the United States Securities and Exchange Commission (the “SEC”) in connection with the initial public offering (the “Offering”) by the Company of American Depositary Shares (“ADS”) representing class A ordinary shares (“Class A Ordinary Shares”) of the Company as specified in the Registration Statement; and

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SERIES C+ PREFERRED SHARE PURCHASE AGREEMENT
Series C+ Preferred Share Purchase Agreement • January 10th, 2020 • Burning Rock Biotech LTD • Services-medical laboratories • Hong Kong

Each of the parties to this Agreement is referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used herein shall have the meaning set forth in Schedule III attached hereto.

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SERIES B PREFERRED SHARE PURCHASE AGREEMENT
Series B Preferred Share Purchase Agreement • November 4th, 2019 • Burning Rock Biotech LTD • Services-medical laboratories • Hong Kong

Each of the parties to this Agreement is referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used herein shall have the meaning set forth in Schedule III attached hereto.

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EMPLOYMENT AGREEMENT
Employment Agreement • May 22nd, 2020 • Burning Rock Biotech LTD • Services-medical laboratories • Hong Kong

This EMPLOYMENT AGREEMENT (the “Agreement”) is effective on __________, 20 (the “Effective Date”) by and between Burning Rock Biotech Limited, a company incorporated and existing under the laws of the Cayman Islands (the “Company”), and __________, an individual with ____ID/passport number __________ (the “Executive”).

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SERIES C PREFERRED SHARE PURCHASE AGREEMENT
Series C Preferred Share Purchase Agreement • November 4th, 2019 • Burning Rock Biotech LTD • Services-medical laboratories • Hong Kong

Each of the parties to this Agreement is referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used herein shall have the meaning set forth in Schedule III attached hereto.

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SECOND SERIES B PREFERRED SHARE PURCHASE AGREEMENT
Second Series B Preferred Share Purchase Agreement • November 4th, 2019 • Burning Rock Biotech LTD • Services-medical laboratories • Hong Kong

Each of the parties to this Agreement is referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used herein shall have the meaning set forth in Schedule II attached hereto.

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SERIES C+ PREFERRED SHARE PURCHASE AGREEMENT
Series C+ Preferred Share Purchase Agreement • May 22nd, 2020 • Burning Rock Biotech LTD • Services-medical laboratories • Hong Kong

Each of the parties to this Agreement is referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used herein shall have the meaning set forth in Schedule III attached hereto.

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] American Depositary Shares BURNING ROCK BIOTECH LIMITED EACH REPRESENTING ONE CLASS A ORDINARY SHARE, PAR VALUE US$0.0002 PER SHARE UNDERWRITING AGREEMENT
Underwriting Agreement • December 1st, 2020 • Burning Rock Biotech LTD • Services-medical laboratories • New York

Certain shareholders of Burning Rock Biotech Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”) (the “Selling Shareholders”) named in Schedule I hereto severally propose to sell to the several Underwriters named in Schedule II hereto (the Underwriters”) an aggregate of [ ] Class A ordinary shares, par value US$0.0002 per share, of the Company (the “Firm Shares”) in the form of [ ] American Depositary Shares (as defined below) (the “Firm ADSs”), each Selling Shareholder selling the amount set forth opposite such Selling Shareholder’s name in Schedule I hereto.

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