OMNIBUS AMENDMENT

THIS OMNIBUS AMENDMENT (this “Amendment”) is made and entered into as of

February [ ], 2018 by and between (i) Oxford Nanopore Technologies Ltd., registered in
England and Wales, and its affiliates (“Oxford”) and (ii) ____________, an individual based at
the _______________________ (“You”) and amends that certain Nanopore Product Terms and
Conditions Agreement by and between Oxford and You dated ______________ (the “Nanopore
Product Agreement); that certain Metrichor Terms of Use Agreement by and between Oxford
and You dated ______________ (the “Metrichor Agreement”); and that certain
MinKnow/Epi2me Agent End User License Agreement Oxford and You dated ______________,
(the “End User Agreement,” and together with the other two agreements, the “Agreements”).

W I T N E S S E T H:

WHEREAS, Oxford granted You certain rights to access and use the Goods and Software
(as defined in the Nanopore Product Agreement) for certain non-commercial research uses under
the Agreements; and

WHEREAS, Oxford and You wish to amend the Agreements to permit You to transport
the Goods or access the Software Oxford made available to You pursuant to an order dated
_______ (“Goods and Software”) and use the Goods and Software purchased in locations other
than the location in which they are delivered for solely non-commercial research purposes.

NOW, THEREFORE, in consideration of the premises and of the mutual agreements,

covenants, representations and warranties contained herein, the parties, intending to be legally
bound, agree as follows:

ARTICLE I
AMENDMENT OF NANOPORE PRODUCT AGREEMENT

1.1 Amendment of Nanopore Product Agreement. Capitalized terms used in this Article I
and not otherwise defined herein have the meanings ascribed to such terms in the Nanopore
Product Agreement. Effective as of the date of this Amendment, Oxford and You hereby amend
the Nanopore Product Agreement as follows:

(a) Section 1 - Definitions.

The definitions of Hardware and Consumables shall be deemed to include any of

the same made available to You under the Nanopore Community Terms and
Conditions or the MinION Access Programme Terms and Conditions and used by
You after execution of the Nanopore Product Agreement.

(b) Section 3 - Orders; Delivery; & Payment.

(i) Oxford and You agree to add the following as Section 3.8:

“3.8 Goods Transported to ________________________: You may transport

the Goods to ________________________ (such goods, “Transported Goods”);

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 provided, however, that Your right to so transport Goods is conditioned upon (i)
Your execution of the End User Undertaking (as defined below), (ii) Your
maintenance of the Transported Goods in Your possession at all times prior to
disposal when such Transported Goods are in ________________________, as
applicable, and (ii) Your use of Transported Goods in
________________________, as applicable, in accordance with the provisions of
this Contract and all laws, regulations and government policies of
________________________, as applicable. You are solely responsible for
exporting the Transported Goods out of the Delivery Location and into
________________________, and You are solely responsible for exporting the
Transported Goods out of ________________________ and into the England for
return to Oxford or disposal, if agreed by Oxford in writing. Prior to Your first
disposal of Transported Goods, You shall provide to us a plan for destruction
satisfactory to us and to which we agree in writing; we reserve the right to accept
or deny any plan for destruction in our sole discretion. Disposal of Transported
Goods must be (i) in accordance with the local laws and regulations of
________________________, the U.S. or the E.U. as applicable to Your disposal
of the Transported Goods, (ii) in accordance with any instructions in the
documentation accompanying such Transported Goods (or on their packaging or
on our Resources and Support website) or as specified by us in writing, and (iii) in
accordance with a plan for destruction as agreed between You and us in writing.
Where any applicable local laws and regulations of ________________________,
the U.S. or the E.U. regarding Your disposal of Transported Goods conflict with
any instructions we provide or the plan for destruction to which You and we
agree, the local laws and regulations take precedence, and it is Your responsibility
to comply with any such laws and regulations. Upon disposal of any portion of
Transported Goods, You shall provide to us executed certificates confirming that
such Transported Goods have been destroyed in accordance with the plan for
destruction, applicable laws and regulations and the provisions of this Contract.”

(c) Section 7 - Limited Warranties.

(i) Oxford and You agree to amend Section 7.2 by deleting the second
sentence and replacing it with the following: “In order to be eligible for repair or replacement
under this warranty, in addition to compliance with Section 3.3, Customer must (a) not have
exported the Goods outside of the initial Delivery Location, (b) promptly contact Oxford’s
Customer Solutions group to report the non-conformance, (c) cooperate with Oxford in
confirming or diagnosing the non-conformance, (d) return the non-conforming piece of
Hardware, transportation charges prepaid, to Oxford following Oxford’s instructions or, if agreed
by Oxford and Customer, grant Oxford’s authorized Customer Solution personnel access to the
non-conforming Hardware in order to confirm the non-conformance and make repairs and/or
arrange replacements.”

(d) Section 10 - General.

(i) Oxford and You agree to amend Section 10.1 by deleting the
second sentence and replacing it with the following: “The Goods or part thereof may be subject

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to local export control laws and regulations and Customer must not, directly or indirectly, sell,
export, re-export, transfer, divert or otherwise send the Goods or associated information or
technology except as contemplated in Section 3.8 to any destination or person prohibited under
the U.S., EU or other local laws or regulations, and the Customer will not use the Goods for, and
will not allow the Goods to be used for, any purposes prohibited by Law, including, without
limitation, for the development, design, manufacture or production of nuclear, chemical or
biological weapons of mass destruction.”

(ii) Oxford and You agree to add the following as Section 10.16:

“10.16 Incorporation by Reference: The End User Undertaking Form, in

substantially the form attached as Exhibit A (the “End User Undertaking”), is
incorporated by reference herein.”

1.2 Exhibit. The following Exhibit is attached to this Amendment and made a part of
this Amendment and the Nanopore Product Agreement for all purposes:

Exhibit A: End User Undertaking Form

ARTICLE II
AMENDMENT OF METRICHOR AGREEMENT

2.1 Amendment of Metrichor Agreement. Capitalized terms used in this Article II and not
otherwise defined herein have the meanings ascribed to such terms in the Metrichor Agreement.
Effective as of the date of this Amendment, Oxford and You hereby amend the Metrichor
Agreement as follows:

(a) Section 8 - User Obligations.

(i) Oxford and You agree to add the following as Section 8.5:

“8.5 Change in Access Location to ________________________: You may

choose to access the Website in ________________________ (such location, the
“New Access Location”); provided, however, that Your right to access the
Website in the New Access Location is conditioned upon Your use of the Website
in the New Access Location is, as applicable, in accordance with the provisions of
this Contract and all laws, regulations and government policies of New Access
Location, as applicable. The Website accessed in New Access Location shall not
be removed from New Access Location, as applicable, or returned to us. You are
solely responsible for exporting the Website out of the jurisdiction in which it was
delivered and into the New Access Location, and You are solely responsible for
exporting the Website out of the New Access Location and returning it to Oxford.
Upon any expiration or termination of this Agreement, disposal of the tangible
embodiments of the Website must be (i) in accordance with the local laws and
regulations of the New Access Location, the U.S. or the E.U. as applicable to
Your disposal of the tangible embodiments of the Website and (ii) in accordance
with any instructions in the documentation accompanying such tangible
embodiments of the Website (or on their packaging or on our Resources and

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 Support website) or as specified by us in writing. Where any applicable local laws
and regulations of the New Access Location, the U.S. or the E.U. regarding Your
disposal of the tangible embodiments of the Website conflict with any instructions
we provide, the local laws and regulations take precedence, and it is Your
responsibility to comply with any such laws and regulations.”

(b) Section 16 - General Provisions.

(i) Oxford and You agree to amend Section 16.1 by deleting the
second and third sentences and replacing them with the following: “Access to the Website or part
of it may be subject to local export control laws and regulations and User must not, directly or
indirectly, sell, export, re-export, transfer, divert or otherwise send the Website or associated
information or technology except as contemplated in Section 8.5 to any destination or person
prohibited under US, EU or other local laws or regulations and the User will not use the Website
for, and will not allow the Website to be used for, any purposes prohibited by U.S. or EU law,
including, without limitation, for the development, design, manufacture or production of nuclear,
chemical or biological weapons of mass destruction. The Website may only be used in the
jurisdiction to which it is delivered, except as contemplated in Section 8.5, and may not be
redistributed.”

ARTICLE III
AMENDMENT OF END USER AGREEMENT

3.1 Amendment of End User Agreement. Capitalized terms used in this Article III and
not otherwise defined herein have the meanings ascribed to such terms in the End User
Agreement. Effective as of the date of this Amendment, Oxford and You hereby amend the End
User Agreement as follows:

3.2 Section 5 - Ownership; Confidentiality.

(i) Oxford and You agree to add the following as Section 5.5:

“5.5 Change in Access Location to ________________________: You may

choose to access the Software in ________________________ (such location the,
“New Access Location”); provided, however, that Your right to access the
Software in the New Access Location is conditioned upon (i) Your maintenance
of the Software at all times prior to disposal when such Software is being
accessed in New Access Location, as applicable, and (ii) Your use of the
Software in the New Access Location is, as applicable, in accordance with the
provisions of this Contract and all laws, regulations and government policies of
New Access Location, as applicable. The Software accessed in New Access
Location shall not be removed from New Access Location, as applicable, or
returned to us. You are solely responsible for exporting the Software out of the
jurisdiction in which it was delivered and into the New Access Location, and You
are solely responsible for exporting the Software out of the New Access Location
and returning it to Oxford. Upon any expiration or termination of this Agreement,
disposal of the tangible embodiments of the Software must be (i) in accordance

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 with the local laws and regulations of the New Access Location, the U.S. or the
E.U. as applicable to Your disposal of the tangible embodiments of the Software
and (ii) in accordance with any instructions in the documentation accompanying
such tangible embodiments of the Software (or on their packaging or on our
Resources and Support website) or as specified by us in writing. Where any
applicable local laws and regulations of the New Access Location, the U.S. or the
E.U. regarding Your disposal of the tangible embodiments of the Software
conflict with any instructions we provide, the local laws and regulations take
precedence, and it is Your responsibility to comply with any such laws and
regulations.”

3.3 Section 9 - General Provisions.

(i) Oxford and You agree to amend Section 9.1 by deleting the second
and third sentences and replacing them with the following: “The Software or part of it may be
subject to local export control laws and regulations and User must not, directly or indirectly, sell,
export, re-export, transfer, divert or otherwise send the Software or associated information or
technology except as contemplated in Section 5.5 to any destination or person prohibited under
US, EU or other local laws or regulations and the User will not use the Software for, and will not
allow the Software to be used for, any purposes prohibited by United States or EU law,
including, without limitation, for the development, design, manufacture or production of nuclear,
chemical or biological weapons of mass destruction The Software may only be used in the
jurisdiction to which it is delivered, except as contemplated in Section 5.5, and may not be
redistributed.”

ARTICLE IV
MISCELLANEOUS

4.1 Incorporation into Agreements. The terms and conditions of this Amendment
shall be incorporated by reference in the Agreements as though set forth in full therein. In the
event of any inconsistency between the provisions of this Amendment and any other provision of
the Agreements, the terms and provisions of this Amendment shall govern and control. Except to
the extent specifically amended or superseded by the terms of this Amendment, all of the
provisions of the Agreements shall remain in full force and effect to the extent in effect on the
date hereof. The Agreements, as modified by this Amendment, constitute the complete
agreements between Oxford and You and supersedes any prior written or oral agreements,
writings, communications or understandings of Oxford or You with respect to the subject matter
thereof.

4.2 Governing Law. This Amendment shall be governed by and construed in

accordance with the laws of England and Wales. You hereby consent to the exclusive
jurisdiction of the courts located in England for the resolution of any dispute or claim arising in
connection with this Amendment.

4.3 Counterparts; Facsimile Signatures. This Amendment may be executed in any

number of counterparts, each of which so executed shall be deemed an original and all of which,

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when taken together, shall constitute one and the same instrument. This Amendment may be
executed by facsimile signature.

4.4 Amendments. This Amendment can only be amended in a writing duly signed by
You and an authorised representative of Oxford.

4.5 Headings. The headings of the Articles, Sections and paragraphs of this
Amendment are inserted for convenience only and shall not be deemed to constitute part of this
Amendment or to affect the construction hereof.

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 IN WITNESS WHEREOF, the undersigned have hereunto executed this Amendment to
the Agreements as of the day and year first above written.

OXFORD:

Oxford Nanopore Technologies Ltd.

By:______________________________________
Name:
Title:

YOU:

[______________________]

By:______________________________________
Name:
Title:

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 EXHIBIT A

End User Undertaking Form

See Attached.

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