`THE BOARD OF DIRECTORS OF
`PERSONALIS, INC.
`
`December 14, 2012
`
`8:00 a.m. (Pacific Time)
`
`The offices of the Companyat
`1350 Willow Road, Suite 202, Menlo Park, California
`
`Date:
`
`Time:
`
`Place:
`
`Directors Present:
`
`Jonathan MacQuitty
`John Feiber
`John West
`
`Founders Present:
`
`None
`
`Directors Absent:
`
`Chris Schaepe
`
`Others Present:
`
`CALL TO ORDER
`
`Carol Tillis
`Richard Chen
`Christian Haudenschild
`Jim Kitch, Cooley LLP
`
`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 announcedthat a
`
`quorum of the directors was present and that the meeting, having been duly convened, was
`
`ready to proceed with business.
`
`COMPENSATION REVIEW
`
`Mr. West and Ms. Tillis
`
`reviewed and discussed with the directors
`
`the
`
`compensation matrix defining the authority of the Compensation Committee and the
`
`Board, potential 2012 bonuses, compensation plans for 2013, and proposed stock option
`
`grants.
`
`Personalis EX2107
`
`
`
`ACTION ITEMS
`
`Ms.Tillis left the meeting and the directors further discussed compensation plans,
`
`including the proposed option grants to be made from the Company’s 2011 Equity
`
`Incentive Plan. After this 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);
`
`the Board hereby determines, after
`that
`RESOLVED FURTHER,
`consideration ofall relevant factors, including an independent appraisal, 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;
`
`RESOLVED FURTHER, that the officers of the Company are hereby
`authorized to execute such further documents and take such further actions
`as are necessary to implement the foregoing.
`
`Continuing in executive session,
`
`the directors approved the minutes of the
`
`November1, 2012, Board meeting, as submitted.
`
`BUSINESS REVIEW
`
`Ms. Tillis and Messrs. Chen and Haudenschild then joined the meeting to
`
`participate in a review of the Company’s business that
`
`included discussion of the
`
`Company’s product plans, prospective customers,early financial planning for 2013 and the
`
`state of the markets being targeted by the Company. Questions were asked and answered.
`
`ADJOURNMENT
`
`Personalis EX2107
`
`
`
`There being no further business to come before the meeting, the meeting was duly
`
`adjourned at 10:00 a.m.
`
`RESPECTFULLY SUBMITTED,
`
`\wry
`
`ames C. Kitch
`Secretary of the Meeting
`
`APPROVED:
`
`Jonathan MacQuitty
`Chairman of the Meeting
`
`Personalis EX2107
`
`
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