`. THE BOARD OF DIRECTORSOF
`PERSONALIS,INC.
`
`November 1, 2012
`
`9:00 a.m. (Pacific Time)
`
`The offices of the Companyat
`1350 Willow Road, Suite 202, Menlo Park, California
`
`Jonathan MacQuitty
`John West
`Chris Schaepe
`
`None
`
`None
`
`Carol Tillis
`
`Richard Chen
`
`Christian Haudenschild
`Jim Kitch, Cooley LLP
`Alex de Winter, Mohr Davidow Ventures
`Jon Feiber, Mohr Davidow Ventures
`
`Date:
`
`Time:
`
`Place:
`
`Directors Present:
`
`Founders Present:
`
`Directors Absent:
`
`Others Present:
`
`CALL TO ORDER
`
`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.
`
`EXECUTIVE SESSION
`
`Meeting in executive session, the directors addressed the following matters:
`
`After noting that Rowan Chapman had resigned from the Board and that Mohr Davidow
`
`Ventures had requested that Mr. Feiber be appointed to fill the resulting vacancy, the
`
`directors voted to appoint Mr. Feiber to the Board. The directors also appointed Mr.
`
`Feiber to the Compensation Committee and as chair of that committee.
`
`Personalis EX2111
`
`
`
`Mr. West discussed with the directors the Company’s current planning for a Series B
`Preferred stock financing.
`
`On the recommendation of Ms. Tillis, the directors authorized the establishment of the
`
`Personalis Qualified Retirement Plan, a 401K Plan, with PayChex as the vendor and with
`
`David Hope as an independent investment advisor. The directors designated Ms. Tillis to
`
`act as the Plan Administrator and Trustee and authorized managementto certify to the
`
`adoption at this meeting of such formal resolutions as may be reasonably requested by
`
`PayChex in connection with establishment of the Plan.
`
`After discussion, the directors approved the purchase of an additional MiSeq instrument
`
`at a cost of $110,000, plus taxes, shipping andinstallation.
`
`After reviewing planned executive recruiting, the directors authorized management to
`
`engage search firms to recruit up to three sales or marketing executives at a cost of up to
`
`$240,000 in aggregate retained search fees.
`
`Messrs. Chen and Haudenschild then joined the meeting.
`
`BUSINESS REVIEW
`
`Mr. West provided an overview of the condition, position and prospects of the Company.
`
`Mr. Haudenschild reported on current laboratory operations and potential customers for the
`
`Company’s products and services. Following a general discussion of the Company’s business,
`
`Messrs. Chen and Haudenschild left the meeting.
`
`OTHER ACTION ITEMS
`
`Continuing in executive session, the directors approved the minutes of the September5,
`
`2012, Board meeting, as submitted.
`
`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:
`
`Personalis EX2111
`
`
`
`RESOLVED,that the 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 other rights as are set forth on Exhibit A,
`shall in other respects be evidenced by and be subject 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 Common Stock of the Company as of the date hereof is
`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 implementthe foregoing.
`
`Finally, the directors formally empowered the Compensation Committee to either (a)
`
`recommend stock option grants and other awards under the Plan to the full Board for action by
`
`the Board or (b) make such grants and awardsdirectly.
`
`ADJOURNMENT
`
`There being no further business to come before the meeting,
`
`the meeting was duly
`
`adjourned at 11:15 a.m.
`
`RESPECTFULLY SUBMITTED,
`
`Kee © SL
`James C. Kitch
`Secretary of the Meeting
`
`APPROVED:
`
`Tenithon Molded
`
`Jonathan MacQuitty
`Chairman of the Meeting
`
`Personalis EX2111
`
`
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