Personalis (PSNL) S-1 IPO registration

Exhibit 10.23

PERSONALIS, INC.

AMENDMENT TO

CONVERTIBLE PROMISSORY NOTES

THIS AMENDMENT TO CONVERTIBLE PROMISSORY NOTES (this“Amendment”) is entered into as of May 31^st, 2018 by and amongPERSONALIS,INC., a Delaware corporation(“Company”),and each of the individuals and entities set forth on the signature pages hereto (the“Holders”).

RECITALS

A.    The Holders are holders of convertible promissory notes (each, a“Note” and collectively, the“Notes”), by and between the Company and the Holders named therein dated June 29, 2017 (the“Agreement”) and constitute the Requisite Holders (as defined in the Notes).

B.    The Notes provide that the terms of the Notes may be amended by the Requisite Holders.

C.    The undersigned desire to amend the Notes to provide that the Maturity Date shall be extended to June 28, 2019.

AGREEMENT

The parties hereby agree as follows:

1.    The Notes are hereby amended to extend the “Maturity Date” to June 28, 2019.

2.    This Amendment shall be governed by and construed under the laws of the State of Delaware as applied to agreements among Delaware residents, made and to be performed entirely within the State of Delaware.

3.    Except as provided herein, the Notes shall remain unamended and in full force and effect. This Amendment may be executed in one or more counterparts each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[Signature pages follow]

- 1 -

IN WITNESS WHEREOF, the parties have executed this Amendment to Convertible Promissory Notes to be effective as of the date first above written.

COMPANY:
PERSONALIS, INC.
By:	/s/ John West
Name:	John West
Title:	Chief Executive Officer

[SIGNATURE PAGETO AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENT – NOVEMBER 2017]

IN WITNESS WHEREOF, the parties have executed this Amendment to Convertible Promissory Notes to be effective as of the date first above written.

HOLDERS:

Abingworth Bioventures V, LP

(Print Name of Holder)

/s/ James Abell

(Signature of Holder or of Authorized Signatory)

James Abell

(Print Name And Title Of Authorized Signatory, If

Applicable)

Address:	38 Jermyn Street
	London
	UK SW1Y6DN

Phone:	+44 207 534 1500
Fax:	+44 207 534 1539
Email:	legal@abingworth.com

[SIGNATURE PAGETO AMENDMENT TO NOTES]

IN WITNESS WHEREOF, the parties have executed this Amendment to Convertible Promissory Notes to be effective as of the date first above written.

HOLDERS:
Lightspeed Venture Partners VIII, L.P.
By:	Lightspeed General Partner VIII, L.P.,
	Its general partner
By:	Lightspeed Ultimate General Partner VIII, Ltd.,
	Its general partner
/s/ Christopher Schaepe
(Signature of Holder or of Authorized Signatory)
Christopher Schaepe
(Print Name And Title Of Authorized Signatory, If Applicable)
Address:	2200 Sand Hill Road, Suite 100
	Menlo Park, CA 94025
Phone:
Fax:
Email:	cschaepe@lsvp.com
HOLDERS:
Lightspeed Venture Partners Select, L.P.
By:	Lightspeed General Partner Select, L.P.,
	Its general partner
By:	Lightspeed Ultimate General Partner Select, Ltd.,
	Its general partner
/s/ Christopher Schaepe
(Signature of Holder or of Authorized Signatory)
Christopher Schaepe
(Print Name And Title Of Authorized Signatory, If Applicable)

[SIGNATURE PAGETO AMENDMENT TO NOTES]

Address:	2200 Sand Hill Road, Suite 100
	Menlo Park, CA 94025
Phone:
Fax:
Email:	cschaepe@lsvp.com

[SIGNATURE PAGETO AMENDMENT TO NOTES]