`
`
`
`Date:
`
`Time:
`
`Place:
`
`Directors Present:
`
`Founders Present:
`
`Directors Absent:
`
`Others Present:
`
`CALL TO ORDER
`
`MINUTES OF A MEETING OF
`THE BOARD OF DIRECTORS OF
`PERSONALIS,INC.
`
`June 12, 2012
`
`1:30 p.m. to 3:45 p.m. (Pacific Time)
`
`The offices of the Company at
`530 Lytton Avenue, Palo Alto, California
`
`Jonathan MacQuitty
`John West
`Chris Schaepe
`Rowan Chapman
`
`None
`
`None
`
`Carol Tillis
`Richard Chen
`Christian Haudenschild
`James C. Kitch, Cooley LLP
`Alex de Winter, Mohr Davidow Ventures
`
`Mr. MacQuitty presided as chairman of the meeting and Mr. Kitch served as secretary of
`
`the meeting. Mr. MacQuitty called the meeting to order and announced that a quorum of the
`
`directors was present and that the meeting, having been duly convened, was ready to proceed
`
`with business.
`
`BUSINESS UPDATE
`
`Members of managementreported on, and discussed with those present, progress in the
`
`development of the Company’s business, recent financial results compared to plan, plans for the
`
`Company’s new facility, capital spending requirements and operations and R&D updates.
`
`
`
`1038113 v1/HN
`
`Personalis EX2064
`
`Personalis EX2064
`
`
`
`ACTION ITEMS
`
`
`
`The directors accepted the resignation of Sue Siegel from the
`Election of Director.
`Board and,at the request of Mohr Davidow,elected Rowan Chapmanto the resulting vacancy.
`
`Minutes. After review, the directors approved the minutes of the Board’s meeting on
`May 8, 2012.
`
`Options. The Board then discussed proposed stock option grants to be made from the
`Company’s 2011 Equity Incentive Plan. After discussion, upon motion duly made, seconded and
`unanimously carried, the following resolutions were adopted:
`
`
`
`RESOLVED,thatthe stock option grants under the Company’s 2011 Equity
`Incentive Plan (the “Plan) to the individuals identified in Exhibit A be, and they
`hereby are, approved;
`
`RESOLVED FURTHER,that such stock option grants shall have a term of
`ten (10) years, shall vest and have such otherrights as are set forth on Exhibit A,
`shall in other respects be evidenced by and besubject to the terms and conditions
`set forth in the Company’s standard form of stock option grant and shall have a
`per share exercise price equal to eleven cents ($0.11);
`
`after
`determines,
`hereby
`the Board
`that
`RESOLVED FURTHER,
`consideration of all relevant factors, including an independent appraisal, that the
`fair market value of the CommonStock of the Companyas of the date hereofis
`equal to eleven cents ($0.11) per share;
`
`the officers of the Company are hereby
`that
`RESOLVED FURTHER,
`authorized to execute such further documents and take such further actions as are
`necessary to implement the foregoing.
`
`Equipment Purchase. Based on management’s presentation during the Business Update,
`
`the Board approved(a) the expenditure of up to $240,000 for the purchase of computing and
`
`storage equipment and (b) the expenditure of up to $620,000 on the purchase of sequencing
`
`equipment.
`
`
`
`1038113 v1/HN
`
`Personalis EX2064
`
`Personalis EX2064
`
`
`
`ADJOURNMENT
`
`
`
`There being no further business to come before the meeting, following a brief executive
`
`session of the non-managementdirectors, the meeting was duly adjourned at 3:45 p.m.
`
`RESPECTFULLY SUBMITTED,
`
`y
`
`s C. Kitch
`J
`Secretary of the Meeting
`
`APPROVED:
`
`Jonathan MacQuitty
`Chairman of the Meeting
`
`
`
`/
`
`
`
`
`
`1038113 vI/HN
`
`Personalis EX2064
`
`Personalis EX2064
`
`
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