Personalis (PSNL) S-1 IPO registration

Exhibit 4.2

PERSONALIS, INC.

AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

THIS AMENDEDAND RESTATED INVESTOR RIGHTS AGREEMENT(the “Agreement”) is entered into as of the 16th day of December, 2014, by and amongPERSONALIS, INC., a Delaware corporation (the “Company”) and the investors listed onExhibit A hereto, referred to hereinafter as the “Investors” and each individually as an “Investor.”

RECITALS

WHEREAS,certain Investors are purchasing shares of the Company’s Series C Preferred Stock pursuant to that certain Series C Preferred Stock Purchase Agreement (the “Purchase Agreement”) of even date herewith; (the “Financing”);

WHEREAS, the obligations in the Purchase Agreement are conditioned upon the execution and delivery of this Agreement;

WHEREAS,certain of the Investors (the “Prior Investors”) are holders of the Company’s Series A Preferred Stock and Series B Preferred Stock;

WHEREAS,the Prior Investors and the Company are parties to the Amended and Restated Investor Rights Agreement dated October 1, 2013 (the “Prior Agreement”);

WHEREAS, the parties to the Prior Agreement desire to amend and restate the Prior Agreement and accept the rights and covenants hereof in lieu of their rights and covenants under the Prior Agreement; and

WHEREAS, in connection with the consummation of the Financing, the parties desire to enter into this Agreement in order to grant registration, information rights and other rights to the Investors as set forth below.

NOW, THEREFORE,in consideration of these premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1. GENERAL.

1.1Definitions.As used in this Agreement the following terms shall have the following respective meanings:

(a)“Exchange Act”means the Securities Exchange Act of 1934, as amended.

(b)“FormS-3”means such form under the Securities Act as in effect on the date hereof or any successor or similar registration form under the Securities Act subsequently adopted by the SEC which permits inclusion or incorporation of substantial information by reference to other documents filed by the Company with the SEC.

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(c)“Holder”means any person owning of record Registrable Securities that have not been sold to the public or any assignee of record of such Registrable Securities in accordance with Section 2.9 hereof.

(d)“Initial Offering”means the Company’s first firm commitment underwritten public offering of its Common Stock registered under the Securities Act.

(e)“Register,” “registered,” and“registration”refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act, and the declaration or ordering of effectiveness of such registration statement or document.

(f)“Registrable Securities”means (a) Common Stock of the Company issuable or issued upon conversion of the Shares, (b) shares of Common Stock issuable upon exercise of that certain warrant to purchase Common Stock held by Abingworth Bioventures V LP dated as of August 4, 2011, and (c) any Common Stock of the Company issued as (or issuable upon the conversion or exercise of any warrant, right or other security which is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, such above-described securities. Notwithstanding the foregoing, Registrable Securities shall not include any securities (i) sold by a person to the public either pursuant to a registration statement or Rule 144 or (ii) sold in a private transaction in which the transferor’s rights under Section 2 of this Agreement are not assigned.

(g)“Registrable Securities then outstanding”shall be the number of shares of the Company’s Common Stock that are Registrable Securities and either (a) are then issued and outstanding or (b) are issuable pursuant to then exercisable or convertible securities.

(h)“Registration Expenses”shall mean all expenses incurred by the Company in complying with Sections 2.2, 2.3 and 2.4 hereof, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel for the Company, reasonable fees and disbursements not to exceed seventy-five thousand dollars ($75,000)of a single special counsel for the Holders, blue sky fees and expenses and the expense of any special audits incident to or required by any such registration (but excluding the compensation of regular employees of the Company which shall be paid in any event by the Company).

(i)“SEC” or“Commission”means the Securities and Exchange Commission.

(j)“Securities Act”shall mean the Securities Act of 1933, as amended.

(k)“Selling Expenses”shall mean all underwriting discounts and selling commissions applicable to the sale.

(l)“Series A Preferred Stock”shall mean the Company’s Series A Preferred Stock, par value $0.0001 per share.

(m)“Series B Preferred Stock” shall mean the Company’s Series B Preferred Stock, par value $0.0001 per share.

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(n)“Series C Preferred Stock” shall mean the Company’s Series C Preferred Stock, par value $0.0001 per share.

(o)“Shares”shall mean shares of the Company’s Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock held from time to time by the Investors listed onExhibit A hereto and their permitted assigns.

(p)“Special Registration Statement” shall mean (i) a registration statement relating to any employee benefit plan or (ii) with respect to any corporate reorganization or transaction under Rule 145 of the Securities Act, any registration statements related to the issuance or resale of securities issued in such a transaction or (iii) a registration related to stock issued upon conversion of debt securities.

SECTION 2. REGISTRATION; RESTRICTIONS ON TRANSFER.

2.1 Restrictions on Transfer.

(a)Each Holder agrees not to make any disposition of all or any portion of the Shares or Registrable Securities unless and until:

(i)there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or

(ii)(A) The transferee has agreed in writing to be bound by the terms of this Agreement, (B) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and (C) if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Securities Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144, except in unusual circumstances. After its Initial Offering, the Company will not require any transferee pursuant to Rule 144 to be bound by the terms of this Agreement if the shares so transferred do not remain Registrable Securities hereunder following such transfer.

(b)Notwithstanding the provisions of subsection (a) above, no such restriction shall apply to a transfer by a Holder that is (A) a partnership transferring to its partners or former partners in accordance with partnership interests, (B) a corporation transferring to a wholly-owned subsidiary or a parent corporation that owns all of the capital stock of the Holder, (C) a limited liability company transferring to its members or former members in accordance with their interest in the limited liability company, or (D) an individual transferring to the Holder’s family member or trust for the benefit of an individual Holder;provided that in each case the transferee will agree in writing to be subject to the terms of this Agreement to the same extent as if he were an original Holder hereunder.

(c)Each certificate representing Shares or Registrable Securities shall be stamped or otherwise imprinted with legends substantially similar to the following (in addition to any legend required under applicable state securities laws):

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THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.

THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN INVESTOR RIGHTS AGREEMENT BY AND BETWEEN THE STOCKHOLDER AND THE COMPANY. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY.

(d)The Company shall be obligated to reissue promptly unlegended certificates at the request of any Holder thereof if the Company has completed its Initial Offering and the Holder shall have obtained an opinion of counsel (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of without registration, qualification and legend,providedthat the second legend listed above shall be removed only at such time as the Holder of such certificate is no longer subject to any restrictions hereunder.

(e)Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such securities shall be removed upon receipt by the Company of an order of the appropriate blue sky authority authorizing such removal.

2.2 Demand Registration.

(a)Subject to the conditions of this Section 2.2, if the Company shall receive a written request from the Holders of a majority of the Registrable Securities (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of at least twenty percent (20%)of the Registrable Securities then outstanding(with an anticipated aggregate offering price, net of underwriting discounts and commissions, of at least $20,000,000), then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.2, effect, as expeditiously as reasonably possible, the registration under the Securities Act of all Registrable Securities that all Holders request to be registered.

(b)If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 or any request pursuant to Section 2.4 and the Company shall include such information in the written notice referred to in Section 2.2(a) or

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Section 2.4(a), as applicable. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 2.2 or Section 2.4, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on apro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration.

(c)The Company shall not be required to effect a registration pursuant to this Section 2.2:

(i)prior to the earlier of (A) the third anniversary of the date of this Agreement or (B) of the expiration of the restrictions on transfer set forth in Section 2.11 following the Initial Offering;

(ii)after the Company has effected two (2) registrations pursuant to this Section 2.2, and such registrations have been declared or ordered effective;

(iii)during the period starting with the date of filing of, and ending on the date one hundred eighty (180) days following the effective date of the registration statement pertaining to the Initial Offering (or such longer period as may be determined pursuant to Section 2.11 hereof);provided that the Company makes reasonable good faith efforts to cause such registration statement to become effective;

(iv)if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company’s intention to file a registration statement for its Initial Offeringwithin ninety (90) days;

(v)if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2 a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders;provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period andprovided further, that the Company shall not register any securities for the account of itself or any other stockholder during such one hundred twenty (120) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule

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145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered);

(vi)if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered onForm S-3 pursuant to a request made pursuant to Section 2.4 below; or

(vii)in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.

2.3Piggyback Registrations.The Company shall notify all Holders of Registrable Securities in writing at least fifteen (15) days prior to the filing of any registration statement under the Securities Act for purposes of a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding Special Registration Statements) and will afford each such Holder an opportunity to include in such registration statement all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall, within fifteen (15) days after the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

(a) Underwriting.If the registration statement of which the Company gives notice under this Section 2.3 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to include Registrable Securities in a registration pursuant to this Section 2.3 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, if the Company determines in good faith, based on consultation with the underwriter, that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the Holders on apro rata basis based on the total number of Registrable Securities held by the Holders; and third, to any stockholder of the Company (other than a Holder) on apro rata basis;provided, however, that no such reduction shall reduce the amount of Registrable Securities of the selling Holders included in the registration below twenty percent (20%) of the total amount of securities included in such registration, unless such offering is the Initial Offering and such registration does not include shares of any other selling stockholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clause.In no event

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will shares of any other selling stockholder be included in such registration that would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than: (i) a majority of the Registrable Securities proposed to be sold in the offering, and (ii) the holders of a majority of Preferred Stock, voting as a separate class. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company or corporation, the partners, retired partners, members, retired members and stockholders of such Holder, or the estates and family members of any such partners, retired partners, members and retired members and any trusts for the benefit of any of the foregoing person shall be deemed to be a single “Holder,” and anypro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence.

(b) Right to Terminate Registration.The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2.3 whether or not any Holder has elected to include securities in such registration. The Registration Expenses of such withdrawn registration shall be borne by the Company in accordance with Section 2.5 hereof.

2.4FormS-3 Registration.In case the Company shall receive from at least twenty percent (20%) of the Holders of Registrable Securities a written request or requests that the Company effect a registration onForm S-3 (or any successor to FormS-3) or any similar short-form registration statement and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holders, the Company will:

(a)promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and

(b)as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company;provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4:

(i)ifForm S-3 is not available for such offering by the Holders;

(ii)if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less thanone million dollars ($1,000,000);

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(iii)if within thirty (30) days of receipt of a written request from such Holders pursuant to this Section 2.4, the Company gives notice to such Holders of the Company’s intention to makea public offering within ninety (90) days, other than pursuant to a Special Registration Statement;

(iv)if the Company shall furnish to the Holders a certificate signed by the Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for suchForm S-3 registration to be effected at such time, in which event the Company shall have the right to defer the filing of theForm S-3 registration statement for a period of not more than one hundred twenty (120) days after receipt of the request of the Holders under this Section 2.4;provided that such right to delay a request shall be exercised by the Company not more than once in any twelve (12) month period andprovided further, that the Company shall not register any securities for the account of itself or any other stockholder during such one hundred twenty (120) day period (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered);

(v)if the Company has, within the twelve (12) month period preceding the date of such request,already effected two (2) registrations onForm S-3 for the Holders pursuant to this Section 2.4; or

(vi)in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.

(c)Subject to the foregoing, the Company shall file aForm S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the requests of the Holders. Registrations effected pursuant to this Section 2.4 shall not be counted as demands for registration or registrations effected pursuant to Section 2.2.

2.5Expenses of Registration.Except as specifically provided herein, all Registration Expenses incurred in connection with any registration, qualification or compliance pursuant to Section 2.2, 2.3 or 2.4 herein shall be borne by the Company. All Selling Expenses incurred in connection with any registrations hereunder, shall be borne by the holders of the securities so registeredpro rata on the basis of the number of shares so registered. The Company shall not, however, be required to pay for expenses of any registration proceeding begun pursuant to Section 2.2 or 2.4, the request of which has been subsequently withdrawn by the Initiating Holders unless (a) the withdrawal is based upon material adverse information concerning the Company of which the Initiating Holders were not aware at the time of such request or (b) the Holders of a majority of Registrable Securities agree to deem such registration to have been effected as of the date of such withdrawal for purposes of determining whether the Company shall be obligated

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pursuant to Section 2.2(c) or 2.4(b)(v), as applicable, to undertake any subsequent registration, in which event such right shall be forfeited by all Holders. If the Holders are required to pay the Registration Expenses, such expenses shall be borne by the holders of securities (including Registrable Securities) requesting such registration in proportion to the number of shares for which registration was requested. If the Company is required to pay the Registration Expenses of a withdrawn offering pursuant to clause (a) above, then such registration shall not be deemed to have been effected for purposes of determining whether the Company shall be obligated pursuant to Section 2.2(c) or 2.4(b)(v), as applicable, to undertake any subsequent registration.

2.6Obligations of the Company.Whenever required to effect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible:

(a)prepare and file with the SEC a registration statement with respect to such Registrable Securities and use all reasonable efforts to cause such registration statement to become effective, and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for up to thirty (30) days or, if earlier, until the Holder or Holders have completed the distribution related thereto;provided, however, that at any time, upon written notice to the participating Holders and for a period not to exceed sixty (60) days thereafter (the “Suspension Period”), the Company may delay the filing or effectiveness of any registration statement or suspend the use or effectiveness of any registration statement (and the Initiating Holders hereby agree not to offer or sell any Registrable Securities pursuant to such registration statement during the Suspension Period) if the Company reasonably believes that there is or may be in existence material nonpublic information or events involving the Company, the failure of which to be disclosed in the prospectus included in the registration statement could result in a Violation (as defined below). In the event that the Company shall exercise its right to delay or suspend the filing or effectiveness of a registration hereunder, the applicable time period during which the registration statement is to remain effective shall be extended by a period of time equal to the duration of the Suspension Period. The Company may extend the Suspension Period for an additional consecutive sixty (60) days with the consent of the holders of a majority of the Registrable Securities registered under the applicable registration statement, which consent shall not be unreasonably withheld. No more than two (2) such Suspension Periods shall occur in any twelve (12) month period.If so directed by the Company, all Holders registering shares under such registration statement shall (i) not offer to sell any Registrable Securities pursuant to the registration statement during the period in which the delay or suspension is in effect after receiving notice of such delay or suspension; and (ii) use their best efforts to deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in such Holders’ possession, of the prospectus relating to such Registrable Securities current at the time of receipt of such notice. Notwithstanding the foregoing, the Company shall not be required to file, cause to become effective or maintain the effectiveness of any registration statement other than a registration statement on FormS-3 that contemplates a distribution of securities on a delayed or continuous basis pursuant to Rule 415 under the Securities Act.

(b)Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement for the period set forth in subsection (a) above.

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(c)Furnish to the Holders such number of copies of a prospectus, including a preliminary prospectus and final prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them.

(d)Use its reasonable efforts to register and qualify the securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions as shall be reasonably requested by the Holders;providedthat the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions.

(e)In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter(s) of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement.

(f)Notify each Holder of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. The Company will use reasonable efforts to amend or supplement such prospectus in order to cause such prospectus not to include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing.

(g)Notify each selling Holder, promptly after the Company receives notice thereof, of the time when such registration statement has been declared effective or a supplement to any prospectus forming a part of such registration statement has been filed.

(h)Cause all such Registrable Securities registered hereunder to be listed on each securities exchange on which similar securities issued by the Company are then listed.

(i)Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration.

(j)Use its reasonable efforts to furnish, on the date that such Registrable Securities are delivered to the underwriters for sale, if such securities are being sold through underwriters, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) a letter, dated as of such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering addressed to the underwriters.

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2.7 Delay of Registration; Furnishing Information.

(a)No Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any such registration as the result of any controversy that might arise with respect to the interpretation or implementation of this Section 2.

(b)It shall be a condition precedent to the obligations of the Company to take any action pursuant to Section 2.2, 2.3 or 2.4 that the selling Holders shall furnish to the Company such information regarding themselves, the Registrable Securities held by them and the intended method of disposition of such securities as shall be required to effect the registration of their Registrable Securities.

(c)The Company shall have no obligation with respect to any registration requested pursuant to Section 2.2 or Section 2.4 if the number of shares or the anticipated aggregate offering price of the Registrable Securities to be included in the registration does not equal or exceed the number of shares or the anticipated aggregate offering price required to originally trigger the Company’s obligation to initiate such registration as specified in Section 2.2 or Section 2.4, whichever is applicable.

2.8Indemnification.In the event any Registrable Securities are included in a registration statement under Sections 2.2, 2.3 or 2.4:

(a)To the extent permitted by law, the Company will indemnify and hold harmless each Holder, the partners, members, officers and directors of each Holder, any underwriter (as defined in the Securities Act) for such Holder and each person, if any, who controls such Holder or underwriter within the meaning of the Securities Act or the Exchange Act, against any losses, claims, damages, or liabilities (joint or several) to which they may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a “Violation”) by the Company: (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement or incorporated reference therein, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law in connection with the offering covered by such registration statement; and the Company will reimburse each such Holder, partner, member, officer, director, underwriter or controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action;provided, however, that the indemnity agreement contained in this Section 2.8(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld or delayed, nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by such Holder, partner, member, officer, director, underwriter or controlling person of such Holder.

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(b)To the extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which such registration qualifications or compliance is being effected, indemnify and hold harmless the Company, each of its directors, its officers and each person, if any, who controls the Company within the meaning of the Securities Act, any underwriter and any other Holder selling securities under such registration statement or any of such other Holder’s partners, directors or officers or any person who controls such Holder, against any losses, claims, damages or liabilities (joint or several) to which the Company or any such director, officer, controlling person, underwriter or other such Holder, or partner, director, officer or controlling person of such other Holder may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any of the following statements: (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement or incorporated reference therein, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act (collectively, a “Holder Violation”), in each case to the extent (and only to the extent) that such Holder Violation occurs in reliance upon and in conformity with written information furnished by such Holder under an instrument duly executed by such Holder and stated to be specifically for use in connection with such registration; and each such Holder will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, underwriter or other Holder, or partner, officer, director or controlling person of such other Holder in connection with investigating or defending any such loss, claim, damage, liability or action if it is judicially determined that there was such a Holder Violation;provided, however, that the indemnity agreement contained in this Section 2.8(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld or delayed;provided further, that in no event shall any indemnity under this Section 2.8 exceed the net proceeds from the offering received by such Holder.

(c)Promptly after receipt by an indemnified party under this Section 2.8 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.8, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties;provided, however, that an indemnified party shall have the right to retain its own counsel, with the fees and expenses thereof to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.8 to the extent, and only to the extent, prejudicial to its ability to defend such action, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.8.

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(d)If the indemnification provided for in this Section 2.8 is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any losses, claims, damages or liabilities referred to herein, the indemnifying party, in lieu of indemnifying such indemnified party thereunder, shall to the extent permitted by applicable law contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with the Violation(s) or Holder Violation(s) that resulted in such loss, claim, damage or liability, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by a court of law by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission;providedthat in no event shall any contribution by a Holder hereunder exceed the net proceeds from the offering received by such Holder.

(e)The obligations of the Company and Holders under this Section 2.8 shall survive completion of any offering of Registrable Securities in a registration statement and, with respect to liability arising from an offering to which this Section 2.8 would apply that is covered by a registration filed before termination of this Agreement, such termination. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

2.9Assignment of Registration Rights.The rights to cause the Company to register Registrable Securities pursuant to this Section 2 may be assigned by a Holder to a transferee or assignee of Registrable Securities (for so long as such shares remain Registrable Securities) that (a) is a subsidiary, parent, general partner, limited partner, retired partner, member or retired member, or stockholder of a Holder that is a corporation, partnership or limited liability company, (b) is a Holder’s family member or trust for the benefit of an individual Holder, or (c) acquires at least five percent (5%) of the then outstandingshares of Registrable Securities (as adjusted for stock splits and combinations);provided, however, (i) the transferor shall, within ten (10) days after such transfer, furnish to the Company written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned and (ii) such transferee shall agree to be subject to all restrictions set forth in this Agreement.

2.10Limitation on Subsequent Registration Rights.Other than as provided in Section 5.10, after the date of this Agreement, the Company shall not enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder rights to demand the registration of shares of the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the Holders.

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2.11“MarketStand-Off” Agreement.Each Holder hereby agrees that such Holder shall not sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any Common Stock (or other securities) of the Company held by such Holder (other than those included in the registration) (i) during the180-day period following the effective date of the Initial Offering (or such longer period, not to exceed 34 days after the expiration of the180-day period, as the underwriters or the Company shall request in order to facilitate compliance with NASD Rule 2711 or NYSE Member Rule 472 or any successor or similar rule or regulation), and (ii) the90-day period following the effective date of a registration statement of the Company filed under the Securities Act (or such longer period, not to exceed 34 days after the expiration of the90-day period, as the underwriters or the Company shall request in order to facilitate compliance with NASD Rule 2711 or NYSE Member Rule 472 or any successor or similar rule or regulation);provided, that, with respect to (i) and (ii) above, all officers and directors of the Company and holders of at least one percent (1%) of the Company’s voting securities are bound by and have entered into similar agreements. The obligations described in this Section 2.11 shall not apply to a registration relating solely to employee benefit plans on FormS-1 or FormS-8 or similar forms that may be promulgated in the future, or a registration relating solely to a transaction on FormS-4 or similar forms that may be promulgated in the future.

2.12Agreement to Furnish Information. Each Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter that are consistent with the Holder’s obligations under Section 2.11 or that are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company, each Holder shall provide, within ten (10) days of such request, such information as may be required by the Company or such representative in connection with the completion of any public offering of the Company’s securities pursuant to a registration statement filed under the Securities Act. The obligations described in Section 2.11 and this Section 2.12 shall not apply to a Special Registration Statement. The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of said day period. Each Holder agrees that any transferee of any shares of Registrable Securities shall be bound by Sections 2.11 and 2.12. The underwriters of the Company’s stock are intended third party beneficiaries of Sections 2.11 and 2.12 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto.

2.13Rule 144 Reporting.With a view to making available to the Holders the benefits of certain rules and regulations of the SEC which may permit the sale of the Registrable Securities to the public without registration, the Company agrees to use its best efforts to:

(a)Make and keep public information available, as those terms are understood and defined in SEC Rule 144 or any similar or analogous rule promulgated under the Securities Act, at all times after the effective date of the first registration filed by the Company for an offering of its securities to the general public;

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(b)take such action, including voluntary registration of its Common Stock under Section 12 of the Exchange Act, as is necessary to enable the Holders to utilize FormS-3 for the sale of their Registrable Securities;

(c)File with the SEC, in a timely manner, all reports and other documents required of the Company under the Securities Act and the Exchange Act; and

(d)So long as a Holder owns any Registrable Securities, furnish to such Holder forthwith upon request: a written statement by the Company as to its compliance with the reporting requirements of said Rule 144 of the Securities Act, and of the Exchange Act (at any time after it has become subject to such reporting requirements); a copy of the most recent annual or quarterly report of the Company filed with the Commission; and such other reports and documents as a Holder may reasonably request in connection with availing itself of any rule or regulation of the SEC allowing it to sell any such securities without registration.

2.14Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Section 2.2, Section 2.3, or Section 2.4 hereof shall terminate upon the earlier of: (i) the date three (3) years following a Qualified Public Offering (as defined in the Amended and Restated Certificate of Incorporation of the Company, of even date herewith (the “Amended Charter”)) that results in the conversion of all outstanding shares of Preferred stock; (ii) such time as such Holder holds less than one percent (1%) of the Company’s outstanding Common Stock (treating all shares of Preferred Stock on an as converted basis), the Company has completed its Initial Offering and all Registrable Securities of the Company issuable or issued upon conversion of the Shares held by and issuable to such Holder (and its affiliates) may be sold pursuant to Rule 144 during any ninety (90) day period, or (iii) after consummation of a Liquidation Event (as defined in the Amended Charter). Upon such termination, such shares shall cease to be “Registrable Securities” hereunder for all purposes.

SECTION 3. COVENANTS OF THE COMPANY.

3.1 Basic Financial Information and Reporting.

(a)The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied (except as noted therein or as disclosed to the recipients thereof), and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.

(b)To the extent requested by a Major Investor (as defined below), as soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, the Company will furnish such Major Investor a balance sheet of the Company, as at the end of such fiscal year, and a statement of income and a statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein or as disclosed to the recipients thereof) and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail. Such financial statements shall be accompanied by a report and opinion thereon by independent public accountants of national standing selected by the Company’s Board of Directors.

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(c)To the extent requested by a Major Investor (as defined below), the Company will furnish such Major Investor, as soon as practicable after the end of each quarterly accounting period in each fiscal year of the Company, and in any event within forty-five (45) days thereafter, a balance sheet of the Company as of the end of each such quarterly period, and a statement of income and astatement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein or as disclosed to the recipients thereof), with the exception that no notes need be attached to such statements andyear-end audit adjustments may not have been made.

(d)So long as an Investor (with its affiliates) shall own not less than five percent (5%) of the Preferred Stock of the Company (as adjusted for stock splits and combinations) (a “Major Investor”), the Company will furnish each such Major Investor: (i) at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year (and as soon as available, any subsequent written revisions thereto); and (ii) as soon as practicable after the end of each month, and in any event within twenty (20) days thereafter, a balance sheet of the Company as of the end of each such month, and a statement of income and a statement of cash flows of the Company for such month and for the current fiscal year to date, including a comparison to plan figures for such period, prepared in accordance with generally accepted accounting principles consistently applied (except as noted thereon), with the exception that no notes need be attached to such statements andyear-end audit adjustments may not have been made.

If, for any period, the Company has any subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated subsidiaries.

3.2Inspection Rights.Each Major Investor shall have the right to visit and inspect any of the properties of the Company or any of its subsidiaries, and to discuss the affairs, finances and accounts of the Company or any of its subsidiaries with its officers, and to review such information as is reasonably requested all at such reasonable times and as often as may be reasonably requested;provided, however, that the Company shall not be obligated under this Section 3.2 with respect to a competitor of the Company or with respect to information which the Board of Directors determines in good faith is confidential or attorney-client privileged and should not, therefore, be disclosed.

3.3Confidentiality of Records.Each Investor agrees to use the same degree of care as such Investor uses to protect its own confidential information to keep confidential any information furnished to such Investor pursuant to Section 3.1 and 3.2 hereof that the Company identifies as being confidential or proprietary (so long as such information is not in the public domain), except that such Investor may disclose such proprietary or confidential information (i) to any partner, subsidiary or parent of such Investor as long as such partner, subsidiary or parent is

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advised of and agrees or has agreed to be bound by the confidentiality provisions of this Section 3.3 or comparable restrictions; (ii) at such time as it enters the public domain through no fault of such Investor; (iii) that is communicated to it free of any obligation of confidentiality; (iv) that is developed by Investor or its agents independently of and without reference to any confidential information communicated by the Company; (v) as required by applicable law or (vi) to any legal counsel or accountants of an Investor as long as such legal counsel or accountant is advised of and agrees to be bound by the confidentiality provisions of this Section 3.3 or comparable restrictions.

3.4Reservation of Common Stock.The Company will at all times reserve and keep available, solely for issuance and delivery upon the conversion of the Preferred Stock, all Common Stock issuable from time to time upon such conversion.

3.5Stock Vesting.Unless otherwise approved by the Board of Directors, all stock options and other stock equivalents issued after the date of this Agreement to employees, directors, consultants and other service providers shall be subject to vesting as follows: (a) twenty-five percent (25%) of such stock shall vest at the end of the first year following the earlier of the date of issuance or such person’s services commencement date with the Company, and (b) seventy-five percent (75%) of such stock shall vest over the remaining three (3) years. Unless otherwise approved by the Board of Directors, if an employee is terminated or resigns from the Company for any reason, all unvested options will expire immediately, and the employee will have ninety (90) days to exercise all vested options, after which time, all unexercised vested options will expire.

3.6Protective Provision.So long as at least 1,000,000 shares of Preferred Stock remain outstanding (as adjusted for stock splits and combinations), in the aggregate, the Company will not, without approval of the Board of Directors, do any of the following: (i) make any capital expenditures (including expenditures under capitalized leases) that are more than ten (10%) in excess of the annual budget approved by the Board of Directors, (ii) incur any indebtedness of more than $1,000,000 in the aggregate, (iii) agree to any sale, transfer, disposition, or license of any intellectual property rights of the Company or other Company assets, except in the ordinary course of business; (iv) use any Company assets for the redemption, retirement, purchase or acquisition, directly or indirectly, of any of the Company’s stock, options or convertible debt, (v) enter into or be a party to any transaction with any director, officer or employee of the Company, except transactions made in the ordinary course of business and pursuant to reasonable requirements of the Company’s business and upon fair and reasonable terms; or (vi) change the principal business of the Company, enter new lines of business, or exit the current line of business.

3.7Director and Officer Insurance.The Company will use its best efforts to maintain (unless otherwise approved by the Company’s Board of Directors) in full force and effect director and officer liability insurance in the amount as determined by a majority of the Company’s Board of Directors.

3.8Proprietary Information and Inventions Agreement.The Company shall require all employees to execute and deliver a proprietary information and inventions agreement substantially in a form approved by the Company’s counsel or Board of Directors and shall obtain from all consultants a proprietary information and inventions assignment.

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3.9Directors’ Liability and Indemnification. The Amended Charter and Bylaws shall provide (a) for elimination of the liability of director to the maximum extent permitted by law and (b) for indemnification of directors for acts on behalf of the Company to the maximum extent permitted by law. In addition, the Company shall enter into and use its best efforts to at all times maintain indemnification agreements, substantially in a form approved by the Company’s counsel or Board of Directors, with each of its directors to indemnify such directors to the maximum extent permissible under applicable law.

3.10Qualified Small Business.The Company will use reasonable efforts to comply with the reporting and recordkeeping requirements of Section 1202 of the Internal Revenue Code of 1986, as amended (the“Code”), any regulations promulgated thereunder and any similar state laws and regulations, and agrees not to repurchase any stock of the Company if such repurchase would cause the Shares not to so qualify as “Qualified Small Business Stock,” so long as the Company’s Board of Directors determines that it is in the best interests of and not unduly burdensome to the Company to comply with the provisions of Section 1202 of the Code.

3.11Termination of Covenants.All covenants of the Company contained in Section 3 of this Agreement (other than the provisions of Sections 3.3 and3.7)shall expire and terminate as to each Investor upon the earlier of (i) the effective date of the registration statement pertaining to an Initial Offeringor (ii) upon an “Acquisition” (as defined in the Amended Charter).

3.12 Director’s Expenses.The Company shall reimbursenon-employee directors for all reasonable travel and other expenses incurred in attending meetings of the Board of Directors.

SECTION 4. RIGHTS OF FIRST REFUSAL.

4.1Subsequent Offerings.Subject to applicable securities laws, each Major Investor shall have a right of first refusal to purchase itspro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 4.6 hereof. Each Investor’spro rata share is equal to the ratio of (a) the number of shares of the Company’s Common Stock (including all shares of Common Stock issuable or issued upon conversion of the Shares or upon the exercise of outstanding warrants or options) of which such Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities to (b) the total number of shares of the Company’s outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of the Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “Equity Securities” shall mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable for, with or without consideration, any Common Stock, Preferred Stock or other security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security or (iv) any such warrant or right.

4.2Exercise of Rights.If the Company proposes to issue any Equity Securities, it shall give each MajorInvestor written notice of its intention, describing the Equity Securities, the price and the terms and conditions upon which the Company proposes to issue the same. Each Major Investor shall have fifteen (15) days from the giving of such notice to agree to purchase up

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to itspro rata share of the Equity Securities for the price and upon the terms and conditions specified in the notice by giving written notice to the Company and stating therein the quantity of Equity Securities to be purchased. Notwithstanding the foregoing, the Company shall not be required to offer or sell such Equity Securities to any Major Investor who would cause the Company to be in violation of applicable federal securities laws by virtue of such offer or sale.

4.3Issuance of Equity Securities to Other Persons. If not all of the Major Investors elect to purchase their entirepro rata share of the Equity Securities, then the Company shall promptly notify in writing theMajor Investors who do so elect (each, a “Fully Exercising Investor”) and shall offer each suchFully Exercising Investor the right to acquire such unsubscribed shares on apro rata basis. Each Fully Exercising Investor shall have five (5) days after receipt of such notice to notify the Company of its election to purchase all or a portion thereof of the unsubscribed shares. The Company shall have ninety (90) days thereafter to sell the Equity Securities in respect of which the Major Investor’s or Fully Exercising Investors rights were not exercised, at a price not lower and upon general terms and conditions not materially more favorable to the purchasers thereof than specified in the Company’s notice to the Major Investors pursuant to Section 4.2 hereof. If the Company has not sold such Equity Securities within ninety (90) days of the notice provided pursuant to Section 4.2, the Company shall not thereafter issue or sell any Equity Securities, without first reoffering such securities to the MajorInvestors in the manner provided above.

4.4Termination and Waiver of Rights of First Refusal.The rights of first refusal established by this Section 4 shall not apply to, and shall terminate upon the earlier of (i) the effective date of the registration statement pertaining to the Company’s Initial Offering or (ii) an Acquisition. Notwithstanding Section 5.5 hereof, the rights of first refusal established by this Section 4 may be amended, or any provision waived with and only with the written consent of the Company and the Major Investors holding a majorityof the Registrable Securities held by all Major Investors, or as permitted by Section 5.5.

4.5Assignment of Rights of First Refusal.The rights of first refusal of each MajorInvestor under this Section 4 may be assigned to the same parties, subject to the same restrictions as any transfer of registration rights pursuant to Section 2.9.

4.6Excluded Securities.The rights of first refusal established by this Section 4 shall have no application to any of the following Equity Securities:

(a)shares of Common Stock and/or options, warrants or other Common Stock purchase rights and the Common Stock issued pursuant to such options, warrants or other rights (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like after the date hereof) issued or to be issued after the date hereof to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary, pursuant to stock purchase or stock option plans or other arrangements that are approved by the Board of Directors;

(b)stock issued or issuable pursuant to any rights or agreements, options, warrants or convertible securities outstanding as of the date of this Agreement; and stock issued pursuant to any such rights or agreements granted after the date of this Agreement, so long as the rights of first refusal established by this Section 4 were complied with, waived, or were inapplicable pursuant to any provision of this Section 4.6 with respect to the initial sale or grant by the Company of such rights or agreements;

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(c)any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition or similar business combination;

(d)any Equity Securities issued in connection with any stock split, stock dividend or recapitalization by the Company;

(e)any Equity Securities issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement, or debt financing from a bank or similar financial or lending institution;

(f)any Equity Securities that are issued by the Company pursuant to a registration statement filed under the Securities Act;

(g)any Equity Securities issued in connection with strategic transactions involving the Company and other entities, including, without limitation (i) joint ventures, manufacturing, marketing or distribution arrangements or (ii) technology transfer or development arrangements; and

(h)any Equity Securities issued by the Company pursuant to the terms of Section 2.2 of the Purchase Agreement.

SECTION 5. MISCELLANEOUS.

5.1Governing Law.This Agreement shall be governed by and construed under the laws of the State of Californiain all respects as such laws are applied to agreements among California residents entered into and to be performed entirely within California, without reference to conflicts of laws or principles thereof. The parties agree that any action brought by either party under or in relation to this Agreement, including without limitation to interpret or enforce any provision of this Agreement, shall be brought in, and each party agrees to and does hereby submit to the jurisdiction and venue of, any state or federal court located in the County of Santa Clara, California.

5.2Successors and Assigns.Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the parties hereto and their respective successors, assigns, heirs, executors, and administrators and shall inure to the benefit of and be enforceable by each person who shall be a holder of Registrable Securities from time to time;provided, however, that prior to the receipt by the Company of adequate written notice of the transfer of any Registrable Securities specifying the full name and address of the transferee, the Company may deem and treat the person listed as the holder of such shares in its records as the absolute owner and holder of such shares for all purposes, including the payment of dividends or any redemption price.

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5.3Entire Agreement.This Agreement, the exhibits and schedule hereto, the Purchase Agreement and the other documents delivered pursuant thereto constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and no party shall be liable or bound to any other in any manner by any oral or written representations, warranties, covenants and agreements except as specifically set forth herein and therein. Each party expressly represents and warrants that it is not relying on any oral or written representations, warranties, covenants or agreements outside of this Agreement.

5.4Severability.In the event one or more of the provisions of this Agreement should, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

5.5 Amendment and Waiver.

(a)Except as otherwise expressly provided, this Agreement may be amended or modified, and the obligations of the Company and the rights of the Holders under this Agreement may be waived, only upon the written consent of the Company and the holders of a majority of the then-outstanding Registrable Securities.

(b)For the purposes of determining the number of Holders or Investors entitled to vote or exercise any rights hereunder, the Company shall be entitled to rely solely on the list of record holders of its stock as maintained by or on behalf of the Company.

5.6Delays or Omissions.It is agreed that no delay or omission to exercise any right, power, or remedy accruing to any party, upon any breach, default or noncompliance by another party under this Agreement shall impair any such right, power, or remedy, nor shall it be construed to be a waiver of any such breach, default or noncompliance, or any acquiescence therein, or of any similar breach, default or noncompliance thereafter occurring. It is further agreed that any waiver, permit, consent, or approval of any kind or character on any party’s part of any breach, default or noncompliance under the Agreement or any waiver on such party’s part of any provisions or conditions of this Agreement must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement, by law, or otherwise afforded to any party, shall be cumulative and not alternative.

5.7Notices.All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient; if not, then on the next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the party to be notified at the address as set forth on the signature pages hereof or Exhibit A hereto or at such other address or electronic mail address as such party may designate by ten (10) days advance written notice to the other parties hereto.

5.8Attorneys’ Fees.In the event that any suit or action is instituted under or in relation to this Agreement, including without limitation to enforce any provision in this Agreement, the prevailing party in such dispute shall be entitled to recover from the losing party all fees, costs and expenses of enforcing any right of such prevailing party under or with respect to this Agreement, including without limitation, such reasonable fees and expenses of attorneys and accountants, which shall include, without limitation, all fees, costs and expenses of appeals.

21.

5.9Titles and Subtitles.The titles of the sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

5.10Additional Investors. Notwithstanding anything to the contrary contained herein, if the Company shall issue additional shares of its Preferred Stock pursuant to the Purchase Agreement, any purchaser of such shares of Preferred Stock shall become a party to this Agreement by executing and delivering an additional counterpart signature page to this Agreement and shall be deemed an “Investor,” a “Holder” and a party hereunder. Notwithstanding anything to the contrary contained herein, if the Company shall issue Equity Securities in accordance with Section 4.6 (c), (e) or (h) of this Agreement, any purchaser of such Equity Securities may become a party to this Agreement by executing and delivering an additional counterpart signature page to this Agreement and shall be deemed an “Investor,” a “Holder” and a party hereunder.

5.11Counterparts.This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.

5.12Aggregation of Stock.All shares of Registrable Securities held or acquired by affiliated entities or persons or persons or entities under common management or control shall be aggregated together for the purpose of determining the availability of any rights under this Agreement.

5.13Pronouns. All pronouns contained herein, and any variations thereof, shall be deemed to refer to the masculine, feminine or neutral, singular or plural, as to the identity of the parties hereto may require.

5.14Termination. This Agreement shall terminate and be of no further force or effect upon the earlier of (i) an Acquisition of the Company; or (ii) the date three (3) years following the closing of the Initial Offering.

[THIS SPACE INTENTIONALLY LEFT BLANK]

22.

IN WITNESS WHEREOF,the parties hereto have executed thisAMENDEDAND RESTATED INVESTOR RIGHTS AGREEMENTas of the date set forth in the first paragraph hereof.

COMPANY:

PERSONALIS, INC.

/s/ John West

John West

President and Chief Executive Officer

Signature Page to

Personalis, Inc. Amended and Restated Investor Rights Agreement

IN WITNESS WHEREOF, the parties hereto have executed thisAMENDEDAND RESTATED INVESTOR RIGHTS AGREEMENTas of the date set forth in the first paragraph hereof.

INVESTOR:
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

By:	/s/ Christopher Schaepe
Name:	Christopher Schaepe
Title:	Duly authorized signatory
Address:	2200 Sand Hill
	Menlo Park, CA 94025

Signature Page to

Personalis, Inc. Amended and Restated Investor Rights Agreement

IN WITNESS WHEREOF, the parties hereto have executed thisAMENDEDAND RESTATED INVESTOR RIGHTS AGREEMENTas of the date set forth in the first paragraph hereof.

INVESTOR:
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

By:	/s/ Christopher Schaepe
Name:	Christopher Schaepe
Title:	Duly authorized signatory
Address:	2200 Sand Hill
	Menlo Park, CA 94025

Signature Page to

Personalis, Inc. Amended and Restated Investor Rights Agreement

IN WITNESS WHEREOF,the parties hereto have executed thisAMENDEDAND RESTATED INVESTOR RIGHTS AGREEMENTas of the date set forth in the first paragraph hereof.

INVESTOR:
ABINGWORTH BIOVENTURES V LP
Acting by its manager Abingworth LLP
By:	/s/ [illegible]
Name:	[illegible]
Title:	Partner

Address: c/o Abingworth LLP 38 Jermyn St. London SW1Y/6DN United Kingdom

Signature Page to

Personalis, Inc. Amended and Restated Investor Rights Agreement

IN WITNESS WHEREOF,the parties hereto have executed thisAMENDEDAND RESTATED INVESTOR RIGHTS AGREEMENTas of the date set forth in the first paragraph hereof.

INVESTOR:
MDV IX, L.P., as nominee for
MDV IX, L.P., and MDV ENF IX, L.P
By:	/s/ Brett Teele
Name:	Brett Teele
Title:	CFO & Authorized Signatory

Address: 3000 Sand Hill Road Bldg 3., Ste 290 Menlo Park, CA 94025

Signature Page to

Personalis, Inc. Amended and Restated Investor Rights Agreement

IN WITNESS WHEREOF, the parties hereto have executed thisAMENDEDAND RESTATED INVESTOR RIGHTS AGREEMENTas of the date set forth in the first paragraph hereof.

INVESTOR:

THE BOARDOF TRUSTEESOFTHE LELAND

STANFORD JUNIOR UNIVERSITY (PVF)

By:	/s/ Martina S. Poquet
Name:	Martina S. Poquet
Title:	Managing Director - Separate Investments
Address:	Direct Investments
	Stanford Management Company 635 Knight Way Stanford, California 94305-7297

Signature Page to

Personalis, Inc. Amended and Restated Investor Rights Agreement

IN WITNESS WHEREOF, the parties hereto have executed thisAMENDEDAND RESTATED INVESTOR RIGHTS AGREEMENTas of the date set forth in the first paragraph hereof.

INVESTOR:

THE BOARDOF TRUSTEESOFTHE LELAND

STANFORD JUNIOR UNIVERSITY (DAPER I)

THE BOARDOF TRUSTEESOFTHE LELAND

STANFORD JUNIOR UNIVERSITY (SBST)

By:	/s/ Martina S. Poquet
Name:	Martina S. Poquet
Title:	Managing Director - Separate Investments
Address:	Stanford Management Company
	635 Knight Way Stanford, CA 94305-7297 Attn: Direct Investments

Signature Page to

Personalis, Inc. Amended and Restated Investor Rights Agreement

IN WITNESS WHEREOF, the parties hereto have executed thisAMENDEDAND RESTATED INVESTOR RIGHTS AGREEMENTas of the date set forth in the first paragraph hereof.

INVESTOR:

GC&H INVESTMENTS, LLC

By:	/s/ Jim Kindler
Name:	Jim Kindler
Title:	Manager
Address:	101 California Street, 5th Floor
	San Francisco, CA 94111

Signature Page to

Personalis, Inc. Amended and Restated Investor Rights Agreement

IN WITNESS WHEREOF, the parties hereto have executed thisAMENDEDAND RESTATED INVESTOR RIGHTS AGREEMENTas of the date set forth in the first paragraph hereof.

INVESTOR:

Charles E Murphy III & Reva Murphy Jt

Rev Tr CE Murphy III TTEE Et Al

By:	/s/ Charles E. Murphy III
Name:	Charles E. Murphy III

Title (if applicable): Trustee

Signature Page to

Personalis, Inc. Amended and Restated Investor Rights Agreement

IN WITNESS WHEREOF,the parties hereto have executed thisAMENDEDAND RESTATED INVESTOR RIGHTS AGREEMENTas of the date set forth in the first paragraph hereof. 

INVESTOR:
K.C. & Diane Murphy Family Trust K.C.H. Murphy TTEE Et Al u/a dtd 6/2/09
By:	/s/ Kenneth C. H. Murphy    /s/ Diane Murphy
Name:	Kenneth C. H. Murphy Diane Murphy

Title (if applicable): Trustees

Signature Page to

Personalis, Inc. Amended and Restated Investor Rights Agreement

IN WITNESS WHEREOF,the parties hereto have executed thisAMENDEDAND RESTATED INVESTOR RIGHTS AGREEMENTas of the date set forth in the first paragraph hereof.

INVESTOR:
US Trust Derek Lagemann Generations Tr u/a dtd 8/6/98, Carter S. Bacon Jr. Trustee
By:	/s/ Carter Bacon
Name:	Carter Bacon

Title (if applicable): Trustee

Signature Page to

Personalis, Inc. Amended and Restated Investor Rights Agreement

IN WITNESS WHEREOF,the parties hereto have executed this AMENDEDAND RESTATED INVESTOR RIGHTS AGREEMENTas of the date set forth in the first paragraph hereof. 

INVESTOR:
US Trust Derek Lagemann 2000 Irrev Tr u/a dtd 3/29/2000, Carter S. Bacon Jr. & Peter J. Lagemann, TTEES
By:	/s/ Carter Bacon
Name:	Carter Bacon

Title (if applicable): Trustee

Signature Page to

Personalis, Inc. Amended and Restated Investor Rights Agreement

IN WITNESS WHEREOF, the parties hereto have executed thisAMENDEDAND RESTATED INVESTOR RIGHTS AGREEMENTas of the date set forth in the first paragraph hereof.

INVESTOR:
US Trust Derek Lagemann 2000 Irrev Tr u/a dtd 3/29/2000, Carter S. Bacon Jr. & Peter J. Lagemann, TTEES
By:	/s/ Peter J. Lagemann
Name:	Peter J. Lagemann

Title (if applicable): Trustee

Signature Page to

Personalis, Inc. Amended and Restated Investor Rights Agreement

IN WITNESS WHEREOF,the parties hereto have executed thisAMENDEDAND RESTATED INVESTOR RIGHTS AGREEMENTas of the date set forth in the first paragraph hereof.

INVESTOR:
Beatrice E. Dunn
By:	/s/ Beatrice E. Dunn
Name:	Beatrice E. Dunn

Title (if applicable):

Signature Page to

Personalis, Inc. Amended and Restated Investor Rights Agreement

IN WITNESS WHEREOF,the parties hereto have executed thisAMENDEDAND RESTATED INVESTOR RIGHTS AGREEMENTas of the date set forth in the first paragraph hereof. 

INVESTOR:
Peter J. Lagemann
By:	/s/ Peter J. Lagemann
Name:	Peter J. Lagemann

Title (if applicable):

Signature Page to

Personalis, Inc. Amended and Restated Investor Rights Agreement

IN WITNESS WHEREOF,the parties hereto have executed thisAMENDEDAND RESTATED INVESTOR RIGHTS AGREEMENTas of date set forth in the first paragraph hereof.

INVESTOR:
US Trust FBO Peter J. Lagemann, Carter S. Bacon Jr. & Laurence A. Shadek, Trustees
By:	/s/ Carter Bacon
Name:	Carter Bacon

Title (if applicable): Trustee

Signature Page to

Personalis, Inc. Amended and Restated Investor Rights Agreement

IN WITNESS WHEREOF,the parties hereto have executed thisAMENDEDAND RESTATED INVESTOR RIGHTS AGREEMENTas of the date set forth in the first paragraph hereof.

INVESTOR:
US Trust FBO Peter J. Lagemann, Carter S. Bacon Jr. & Laurence A. Shadek, Trustees
By:	/s/ Laurence A. Shadek
Name:	Laurence A. Shadek

Title (if applicable): Trustee

Signature Page to

Personalis, Inc. Amended and Restated Investor Rights Agreement

INWITNESS WHEREOF, the parties hereto have executed thisAMENDEDAND RESTATED INVESTOR RIGHTS AGREEMENTas of the date set forth in the first paragraph hereof.

INVESTOR:
Mark P. Sperry
By:	/s/ Mark P. Sperry
Name:	Mark P. Sperry

Title (if applicable):

Signature Page to

Personalis, Inc. Amended and Restated Investor Rights Agreement

INWITNESS WHEREOF, the parties hereto have executed thisAMENDEDAND RESTATED INVESTOR RIGHTS AGREEMENTas of the date set forth in the first paragraph hereof.

INVESTOR:
Corydon S. Sperry Jr. MD
By:	/s/ Corydon S. Sperry Jr. MD
Name:	Corydon S. Sperry Jr. MD

Title (if applicable):

Signature Page to

Personalis, Inc. Amended and Restated Investor Rights Agreement

INWITNESS WHEREOF, the parties hereto have executed thisAMENDEDAND RESTATED INVESTOR RIGHTS AGREEMENTas of the date set forth in the first paragraph hereof.

INVESTOR:
Cassandra Ordway
By:	/s/ Cassandra S. Ordway
Name:	Cassandra S. Ordway

Title (if applicable):

Signature Page to

Personalis, Inc. Amended and Restated Investor Rights Agreement

INWITNESS WHEREOF, the parties hereto have executed thisAMENDEDAND RESTATED INVESTOR RIGHTS AGREEMENTas of the date set forth in the first paragraph hereof.

INVESTOR:
Duck Pond Partners
By:	/s/ Laurence A. Shadek
Name:	Laurence A. Shadek

Title (if applicable): President of the General Partner

Signature Page to

Personalis, Inc. Amended and Restated Investor Rights Agreement

INWITNESS WHEREOF, the parties hereto have executed thisAMENDEDAND RESTATED INVESTOR RIGHTS AGREEMENTas of the date set forth in the first paragraph hereof.

INVESTOR:
Peter Waltman & Noami Waltman Jt.
By:	/s/ Peter Waltman & Noami Waltman
Name:	Peter & Noami Waltman

Title (if applicable):

Signature Page to

Personalis, Inc. Amended and Restated Investor Rights Agreement

INWITNESS WHEREOF, the parties hereto have executed thisAMENDEDAND RESTATED INVESTOR RIGHTS AGREEMENTas of the date set forth in the first paragraph hereof.

INVESTOR:
The THW Group, L.P.
By:	/s/ Peter Waltman
Name:	Peter Waltman

Title (if applicable): Managing Partner

Signature Page to

Personalis, Inc. Amended and Restated Investor Rights Agreement

INWITNESS WHEREOF, the parties hereto have executed thisAMENDEDAND RESTATED INVESTOR RIGHTS AGREEMENTas of the date set forth in the first paragraph hereof.

INVESTOR:
O.B. Joyful Dynasty Tr Joy Stillman & Shirley Els Ttees u/a dtd 08/05/2008
By:	/s/ Joy Stillman
Name:	Joy Stillman

Title (if applicable): Trustee

Signature Page to

Personalis, Inc. Amended and Restated Investor Rights Agreement

INWITNESS WHEREOF, the parties hereto have executed thisAMENDEDAND RESTATED INVESTOR RIGHTS AGREEMENTas of the date set forth in the first paragraph hereof.

INVESTOR:
Trieber Ventures LLC
By:	/s/ Edward Trieber
Name:	Edward Trieber

Title (if applicable): Managing Member

Signature Page to

Personalis, Inc. Amended and Restated Investor Rights Agreement

INWITNESS WHEREOF, the parties hereto have executed thisAMENDEDAND RESTATED INVESTOR RIGHTS AGREEMENTas of the date set forth in the first paragraph hereof.

INVESTOR:
Pamela G. Upson
By:	/s/ Pamela G. Upson
Name:	Pamela G. Upson

Title (if applicable):

Signature Page to

Personalis, Inc. Amended and Restated Investor Rights Agreement

INWITNESS WHEREOF, the parties hereto have executed thisAMENDEDAND RESTATED INVESTOR RIGHTS AGREEMENTas of the date set forth in the first paragraph hereof.

INVESTOR:
James Upson
By:	/s/ James M. Upson
Name:	James M. Upson

Title (if applicable): n/a

Signature Page to

Personalis, Inc. Amended and Restated Investor Rights Agreement

INWITNESS WHEREOF, the parties hereto have executed thisAMENDEDAND RESTATED INVESTOR RIGHTS AGREEMENTas of the date set forth in the first paragraph hereof.

INVESTOR:
Derek W. Upson
By:	/s/ Derek Upson
Name:	Derek Upson

Title (if applicable):

Signature Page to

Personalis, Inc. Amended and Restated Investor Rights Agreement

INWITNESS WHEREOF, the parties hereto have executed thisAMENDEDAND RESTATED INVESTOR RIGHTS AGREEMENTas of the date set forth in the first paragraph hereof.

INVESTOR:
Candace Bignell & Christopher Bignell Jt Ten
By:	/s/ Candace U. Bignell & Christopher S. Bignell
Name:	Candace U. Bignell & Christopher S. Bignell

Title (if applicable):

Signature Page to

Personalis, Inc. Amended and Restated Investor Rights Agreement

INWITNESS WHEREOF, the parties hereto have executed thisAMENDEDAND RESTATED INVESTOR RIGHTS AGREEMENTas of the date set forth in the first paragraph hereof.

INVESTOR:
William J. Korntheuer
By:	/s/ William J. Korntheuer
Name:	William J. Korntheuer

Title (if applicable):

Signature Page to

Personalis, Inc. Amended and Restated Investor Rights Agreement

INWITNESS WHEREOF, the parties hereto have executed thisAMENDEDAND RESTATED INVESTOR RIGHTS AGREEMENTas of the date set forth in the first paragraph hereof.

INVESTOR:
Charles R. McDermott
By:	/s/ Charles R. McDermott
Name:	Charles R. McDermott

Title (if applicable):

Signature Page to

Personalis, Inc. Amended and Restated Investor Rights Agreement

INWITNESS WHEREOF, the parties hereto have executed thisAMENDEDAND RESTATED INVESTOR RIGHTS AGREEMENTas of the date set forth in the first paragraph hereof.

INVESTOR:
Philip Ordway
By:	/s/ Philip W. Ordway
Name:	Philip W. Ordway

Title (if applicable):

Signature Page to

Personalis, Inc. Amended and Restated Investor Rights Agreement

INWITNESS WHEREOF, the parties hereto have executed thisAMENDEDAND RESTATED INVESTOR RIGHTS AGREEMENTas of December 24, 2014.

INVESTOR:
American Estate & Trust IRA FBO Marion T. Boyer
By:	/s/ Marion T. Boyer
Name:	Marion T. Boyer

Title (if applicable):

Signature Page to

Personalis, Inc. Amended and Restated Investor Rights Agreement

INWITNESS WHEREOF, the parties hereto have executed thisAMENDEDAND RESTATED INVESTOR RIGHTS AGREEMENTas of December 24, 2014.

INVESTOR:
American Estate & Trust IRA FBO Michael A. Jones
By:	/s/ Michael A. Jones
Name:	Michael A. Jones

Title (if applicable):

Signature Page to

Personalis, Inc. Amended and Restated Investor Rights Agreement

INWITNESS WHEREOF, the parties hereto have executed thisAMENDEDAND RESTATED INVESTOR RIGHTS AGREEMENTas of December 24, 2014.

INVESTOR:
Benjamin Burditt Individual Retirement Plan RBC Capital Markets LLC Cust
By:	/s/ Benjamin A. Burditt
Name:	Benjamin A. Burditt

Title (if applicable):

Signature Page to

Personalis, Inc. Amended and Restated Investor Rights Agreement

INWITNESS WHEREOF, the parties hereto have executed thisAMENDEDAND RESTATED INVESTOR RIGHTS AGREEMENTas of December 26, 2014.

INVESTOR:
American Estate & Trust IRA FBO Lorraine J. Prentis
By:	/s/ Lorraine J. Prentis
Name:	Lorraine J. Prentis

Title (if applicable):

Signature Page to

Personalis, Inc. Amended and Restated Investor Rights Agreement

INWITNESS WHEREOF, the parties hereto have executed thisAMENDEDAND RESTATED INVESTOR RIGHTS AGREEMENTas of January 12, 2015.

INVESTOR:
FREDERICK J. DOTZLERAND CASSANDRA L. DOTZLER TRUSTEESOFTHE DOTZLER FAMILY TRUST UDT, DATED AUGUST 9, 2001
By:	/s/ Frederick J. Dotzler
Name:	Frederick J. Dotzler
Title:	Trustee
Address:	19438 Burgundy Way
	Saratoga, CA 95070

Signature Page to

Personalis, Inc. Amended and Restated Investor Rights Agreement

INWITNESS WHEREOF, the parties hereto have executed thisAMENDEDAND RESTATED INVESTOR RIGHTS AGREEMENTas of January 7, 2015.

INVESTORS:
TITUS TRADING CORPORATION
By:	/s/ Stella Mitchell-Voisin    /s/ P.J. Welch
Name:	Stella Mitchell-Voisin     Philippa Welch
Title:	For Ruby Directors Limited and Emerald Directors Limited, Directors, Titus Trading Corporation

Signature Page to

Personalis, Inc. Investor Rights Agreement

IN WITNESS WHEREOF,the parties hereto have executed thisAMENDEDAND RESTATED INVESTOR RIGHTS AGREEMENTas of January 7, 2015.

INVESTORS:
ST. CHRISTOPHER CORPORATION
By:	/s/ Stella Mitchell-Voisin    /s/ P.J. Welch
Name:	Stella Mitchell-Voisin     Philippa Welch
Title:	For Ruby Directors Limited and Emerald Directors Limited, Directors, St. Christopher Corporation

Signature Page to

Personalis, Inc. Investor Rights Agreement

IN WITNESS WHEREOF,the parties hereto have executed thisAMENDEDAND RESTATED INVESTOR RIGHTS AGREEMENTas of January 12, 2015.

INVESTORS:
ARD CORPORATION
By:	/s/ Susie Taylor & Nadine Morin
Name:	Susie Taylor & Nadine Morin
Title:	Authorised Signatures

Signature Page to

Personalis, Inc. Investor Rights Agreement

IN WITNESS WHEREOF,the parties hereto have executed thisAMENDEDAND RESTATED INVESTOR RIGHTS AGREEMENTas of January 12, 2015.

INVESTOR:
Signed as a deed by PROVIDENCE INVESTMENT COMPANY LIMITEDacting by a director and its secretary or two directors
By:	/s/ [illegible]
Name:	IAN CUMING [illegible]
Title:	Director
Address:	La Motte Chambers
	St. Helier, Jersey JEI IPB, Channel Islands Attention: Ian Cuming, Director of Providence

Signature Page to

Personalis, Inc. Investor Rights Agreement

IN WITNESS WHEREOF,the parties hereto have executed thisAMENDEDAND RESTATED INVESTOR RIGHTS AGREEMENTas of 12 January, 2015.

INVESTORS:
RONA MARIA JONES DECLARATIONOF TRUSTDATED 06/03/1992, ANTHONY A. JONES, TRUSTEE
By:	/s/ Anthony A. Jones
Name:	Anthony A. Jones
Title:	Trustee

Signature Page to

Personalis, Inc. Investor Rights Agreement

IN WITNESS WHEREOF,the parties hereto have executed thisAMENDEDAND RESTATED INVESTOR RIGHTS AGREEMENTas of Jan. 5, 2015.

INVESTORS:
JULIEN N. VACHON
By:	/s/ Julien N. Vachon
Name:	Julien N. Vachon
Title:
NATIONAL FINANCIAL SERVICES FBO JULIEN N. VACHONIRA
By:	/s/ Julien N. Vachon
Name:	Julien N. Vachon
Title:

Signature Page to

Personalis, Inc. Investor Rights Agreement

IN WITNESS WHEREOF,the parties hereto have executed thisAMENDEDAND RESTATED INVESTOR RIGHTS AGREEMENTas of 1/7, 2015.

INVESTORS:
AMERICAN ESTATE & TRUST IRA FBO FREDERICK M. SEIFERT
By:	/s/ Frederick M. Seifert
Name:	Frederick M. Seifert
Title:

Signature Page to

Personalis, Inc. Investor Rights Agreement

IN WITNESS WHEREOF,the parties hereto have executed thisAMENDEDAND RESTATED INVESTOR RIGHTS AGREEMENTas of 1/30, 2015.

PURCHASER:
THE BOARDOF TRUSTEESOFTHE LELAND STANFORD JUNIOR UNIVERSITY (DAPER1)
By:	/s/ Martina Poquet
Name:	Martina Poquet
Title:	Managing Director, Separate Investments
Address:	Direct Investments
	Stanford Management Company 635 Knight Way Stanford, California 94305-7297

Signature Page to

Personalis, Inc. Amended and Restated Investor Rights Agreement

IN WITNESS WHEREOF,the parties hereto have executed thisAMENDEDAND RESTATED INVESTOR RIGHTS AGREEMENTas of 1/30, 2015.

PURCHASER:
THE BOARDOF TRUSTEESOFTHE LELAND STANFORD JUNIOR UNIVERSITY (SBST)
By:	/s/ Martina Poquet
Name:	Martina Poquet
Title:	Managing Director, Separate Investments
Address:	Direct Investments
	Stanford Management Company 635 Knight Way Stanford, California 94305-7297

Signature Page to

Personalis, Inc. Amended and Restated Investor Rights Agreement

EXHIBIT A

SCHEDULE OF INVESTORS

Series A Investors

Abingworth Bioventures V LP

MDV IX, L.P.

MDV ENF IX, L.P.

Lightspeed Venture Partners VIII, L.P.

Frederick J. Dotzler and Cassandra L. Dotzler, Trustees of the Dotzler Family Trust UDT Dated August 9, 2001

GC&H Investments, LLC

Providence Investment Company Limited

The Board of Trustees of the Leland Stanford Junior University (DAPER I)

The Board of Trustees of the Leland Stanford Junior University (SBST)

The Board of Trustees of the Leland Stanford Junior University (PVF)

Series B Investors

Abingworth Bioventures V LP

MDV IX, L.P.

MDV ENF IX, L.P.

Lightspeed Venture Partners VIII, L.P.

Frederick J. Dotzler and Cassandra L. Dotzler, Trustees of the Dotzler Family Trust UDT Dated August 9, 2001

GC&H Investments, LLC

Providence Investment Company Limited

The Board of Trustees of the Leland Stanford Junior University (DAPER I)

The Board of Trustees of the Leland Stanford Junior University (SBST)

The Board of Trustees of the Leland Stanford Junior University (PVF)

Charles E Murphy III & Reva Murphy Jt

Rev Tr CE Murphy III TTEE Et Al

K.C. & Diane Murphy Family Trust

K.C.H. Murphy TTEE Et Al u/a dtd 6/2/09

US Trust

Derek Lagemann Generations Tr u/a dtd

8/6/98, Carter S. Bacon Jr. Trustee

US Trust

Derek Lagemann 2000 Irrev Tr u/a dtd

3/29/2000, Carter S. Bacon Jr. & Peter

J. Lagemann, TTEES

Julien N. Vachon

Exhibit to

Personalis, Inc. Amended and Restated Investor Rights Agreement

National Financial Services

FBO Julien N. Vachon IRA

Beatrice E. Dunn

Peter J. Lagemann

Peter E.G. Bruckmann

James W.B. Bruckmann

David P.K. Bruckmann

William M. Barnum

Mark P. Sperry

Corydon S. Sperry Jr. MD

Cassandra Ordway

Duck Pond Partners

Peter Waltman & Naomi Waltman Jt.

The THW Group, L.P.

American Estate & Trust IRA

FBO Marion T. Boyer

Rona Maria Jones Declaration of Trust dated 06/03/1992, Anthony A. Jones, Trustee

American Estate & Trust IRA

FBO Michael A. Jones

Lorraine Prentis

American Estate & Trust IRA

FBO Frederick M. Seifert

O.B. Joyful Dynasty Tr

Joy Stillman & Shirley Els Ttees

u/a dtd 08/05/2008

Trieber Ventures LLC

Pamela G. Upson

Series C Investors

Lightspeed Venture Partners Select, L.P.

Lightspeed Venture Partners VIII, L.P.

Abingworth Bioventures V LP

MDV IX, L.P.

MDV ENF IX LP

The Board of Trustees of the Leland Stanford Junior University (PVF)

GC&H Investments, LLC

Exhibit to

Personalis, Inc. Amended and Restated Investor Rights Agreement

Charles E. Murphy III & Reva Murphy Jt Rev Tr

CE Murphy III TTEE Et Al

K.C. & Diane Murphy Family Trust K.C.H.

Murphy TTEE Et Al u/a dtd 6/2/09

US Trust Derek Lagemann Generations Tr u/a

dtd 8/6/98, Carter S. Bacon Jr. Trustee

US Trust Derek Lagemann 2000 Irrev Tr u/a

dtd 3/29/2000, Carter S. Bacon Jr. & Peter J. Lagemann, TTEES

Beatrice E. Dunn

Peter J. Lagemann

US Trust FBO Peter J. Lagemann,

Carter S. Bacon Jr. & Laurence a. Shadek Trustees

Mark P. Sperry

Corydon S. Sperry Jr. M.D.

Cassandra Ordway

Duck Pond Partners, L.P.

Peter Waltman & Naomi Waltman Jt.

The THW Group, L.P.

O.B. Joyful Dynasty Tr Joy Stillman & Shirley

Els Ttees u/a dtd 08/05/2008

Trieber Ventures LLC

Pamela G. Upson

James Upson

Derek W. Upson

Candace Bignell & Christopher Bignell Jt. Ten

William J Korntheuer

Charles R. McDermott

Philip Ordway

American Estate & Trust IRA FBO Marion T. Boyer

American Estate & Trust IRA FBO Michael A. Jones

Benjamin Burditt Individual Retirement Plan

RBC Capital Markets LLC Cust

Exhibit to

Personalis, Inc. Amended and Restated Investor Rights Agreement

American Estate & Trust IRA FBO Lorraine J. Prentis

Abingworth Bioventures V LP

Titus Trading Corporation

St. Christopher Corporation

ARD Corporation

Frederick J. Dotzler and Cassandra L. Dotzler,

Trustees of the Dotzler Family Trust UDT dated August 9, 2001

Providence Investment Company Limited

Julien N. Vachon

Rona Maria Jones Declaration of Trust

dated 06/03/1992, Anthony A. Jones, Trustee

National Financial Services FBO Julien N. Vachon IRA

American Estate & Trust IRA FBO Frederick M. Seifert

The Board of Trustees of the Leland Stanford Junior University (SBST)

The Board of Trustees of the Leland Stanford Junior University (PVF)

Rona Maria Jones Declaration of Trust

dated 06/03/1992, Anthony A. Jones, Trustee

Charles Vachon & Virginia Vachon Jt Ten

Derek Lagemann Trust f/b/o Carter S. Bacon, Jr.

Derek Lagemann Trust f/b/o Children of Peter Lagemann

Derek Lagemann Trust f/b/o Robin Greenwood

Dorothy S Lagemann

Edward W. Seifert & Anita A. Seifert

Eric K Bacon

GST Trust U/W Martha S. Bacon, Hoyt W. Bacon, Trustee

Henry Miller

Hoyt W Bacon

Mark H Scott-Paine

Mats Andersson & Kristina Andersson Jt Ten

Exhibit to

Personalis, Inc. Amended and Restated Investor Rights Agreement

Michael Scrivens

Pamela G. Upson Trust, Pamela G. Upson & Gilbert M. Upson TTEES, u/a dtd 09/12/1996

PENSCO Trust Company LLC, Custodian for Bruce Oberfest & Associates Profit Sharing/401k Plan FBO Bruce Oberfest, Custodian Only

PENSCO Trust Company LLC, Custodian for Bruce Oberfest & Associates Profit Sharing/401k Plan FBO Gail Oberfest, Custodian Only

Philip W. Ordway, Trustee of the Philip W. Ordway Trust Created by Agreement dated September 13, 2016

Proship Limited Retirement Tr

Ramana Lagemann

Richard E. Gentilli & Jane C. Gentilli Jt Ten

Signature Page to

Personalis, Inc. Amended and Restated Investor Rights Agreement