`
`Date:
`
`Time:
`
`Place:
`
`MINUTES OF A MEETING OF
`THE BOARD OF DIRECTORS OF
`PERSONALIS,INC.
`
`May8, 2012
`
`1:00 p.m. to 3:30 p.m. (Pacific Time)
`
`The offices of the Company at
`530 Lytton Avenue, Palo Alto, California
`
`Directors Present:
`
`Jonathan MacQuitty
`John West
`Chris Schaepe
`
`Founders Present:
`
`None
`
`Directors Absent:
`
`Sue Siegel
`
`Others Present:
`
`
`
`CALL TO ORDER
`
`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 management reported on, and discussed with those present, progress in the
`
`development of products and services to be marketed by the Company, recent financial results,
`
`the location and proposed leasing terms for the Company’s newfacility and a general review of
`
`business activities within the Company, including plans for a sequencing project the expense for
`
`which requires Board approval under the Company’s policies.
`
`
`
`1029428 vI/HN
`
`Personalis EX2043
`
`Personalis EX2043
`
`
`
`
`
`ACTION ITEMS
`
`Minutes. After review, the directors approved the minutes of the Board’s meeting on
`April 20, 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,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 independentappraisal, that the
`fair market value of the Common Stock of the Companyas 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 actionsas are
`necessary to implementthe foregoing.
`
`
`
`New Facility Lease. The Board approved a proposed lease agreement with Prologis
`pertaining to approximately 12,000 square feet of space at 1350 Willow Road in Menlo Park for
`39 monthsat an average monthly cost of approximately $30,000 and authorized managementto
`negotiate and execute a definitive lease agreement with Prologis substantially on the terms and
`conditions presented at this meeting.
`
`Genome Sequencing Project. The Board approved the expenditure of up to $157,000
`
`with vendors providing services to the Companyfor the genome sequencing project described at
`
`this meeting.
`
`
`
`1029428 vI/HN
`
`Personalis EX2043
`
`Personalis EX2043
`
`
`
`
`
`ADJOURNMENT
`
`There being no further business to come before the meeting,
`adjourned at 3:30 p.m.
`
`the meeting was duly
`
`RESPECTFULLY SUBMITTED,
`
`
`
`APPROVED:
`
`,
`ete’
`by
`fT wn Apu
`
`
`?
`TT
`fi onbce, 7, Kee ctl,
`Jonathan MacQuitty
`G
`Chairman of the Meeting
`
`
`
`
`
`1029428 v1/HN
`
`Personalis EX2043
`
`Personalis EX2043
`
`
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