Common use of Fair Value of the JV Clause in Contracts

Fair Value of the JV. In the event SoftBank elects to exercise its Put Right in connection with an Option Trigger in accordance with clause 15.1, the Fair Value of the JV and the applicable Purchase Price per Share shall, subject to the assumptions in clause 14.5(a), be determined as follows: (i) In the event the JV’s Shares are publicly traded and listed on a nationally recognized stock exchange, the Fair Value of the JV shall be equal to the total market capitalization of the JV, and the Purchase Price of the JV’s Shares shall be equal to the average closing price of such Shares for the twenty (20) trading days ending on the Business Day immediately preceding the date of the Put Exercise Notice. (ii) In the event clause 14.3(a)(i)above does not apply, the Valuer shall reasonably determine the Fair Value of the JV and the applicable Purchase Price of the JV’s Shares, assuming the sale is to be on arms’ length terms and is taking place on the date of the Put Exercise Notice. (iii) In the event the Fair Value of the JV is being determined in connection with a Deadlock Trigger associated with a potential JV Change of Control, the Fair Value of the JV and applicable Purchase Price of the JV’s Shares shall be determined in accordance with clause 14.3(a)(i) and (ii) above; provided, that, in no event shall the Fair Value of the JV and applicable Purchase Price of the JV’s Shares be less than the consideration proposed to be paid in connection with such JV Change of Control.

Fair Value of the JV. In the event SoftBank Guardant elects to exercise its Put Call Right in connection with an Option Trigger in accordance with clause 15.115.2, the Fair Value of the JV and the applicable Purchase Price per Share shall, subject to the assumptions in clause 14.5(a), be determined as follows: (i) In the event the JV’s Shares are publicly traded and listed on a nationally recognized stock exchange, the Fair Value of the JV shall be equal to the total market capitalization of the JV, and the Purchase Price of the JV’s Shares shall be equal to the average closing price of such Shares for the twenty (20) trading days ending on the Business Day immediately preceding the date of the Put Call Exercise Notice; provided, however, the Fair Value of the JV will be no less than an amount that will yield a twenty percent (20%) internal rate of return on each tranche of capital invested by SoftBank and its Affiliates in the JV (taking into account all proceeds received by SoftBank and its Affiliates arising from their Shares through such date). (ii) In the event clause 14.3(a)(i)above 14.4(a)(i) above does not apply, the Valuer shall reasonably determine the Fair Value of the JV and the applicable Purchase Price of the JV’s Shares, assuming the sale is to be on arms’ length terms and is taking place on the date of the Put Call Exercise Notice; provided, however, the Fair Value of the JV will be no less than an amount that will yield a twenty (20%) internal rate of return on each tranche of capital invested by SoftBank and its Affiliates in the JV (taking into account all proceeds received by SoftBank and its Affiliates arising from their Shares through such date). (iii) In the event the Fair Value of the JV is being determined in connection with a Deadlock Trigger associated with a potential JV Change of Control, the Fair Value of the JV and applicable Purchase Price of the JV’s Shares shall be determined in accordance with clause 14.3(a)(i) and (ii) above; provided, that, that in no event shall the Fair Value of the JV and applicable Purchase Price of the JV’s Shares be less than the consideration proposed to be paid in connection with such JV Change of Control.