3,950,000 Shares PERSONALIS, INC. COMMON STOCK, $0.0001 PAR VALUE PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • January 27th, 2021 • Personalis, Inc. • Services-medical laboratories • New York
PERSONALIS, INC. AND _____________, AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF __________Preferred Stock Warrant Agreement • December 21st, 2023 • Personalis, Inc. • Services-medical laboratories • New York
THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between PERSONALIS, INC., a Delaware corporation (the “Company”), and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).
PERSONALIS, INC. AND , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OFCommon Stock Warrant Agreement • December 30th, 2020 • Personalis, Inc. • Services-medical laboratories • New York
THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [●], between PERSONALIS, INC., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
PERSONALIS, INC. AND _____________, AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF __________Warrant Agreement • December 21st, 2023 • Personalis, Inc. • Services-medical laboratories • New York
THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [•], between PERSONALIS, INC., a Delaware corporation (the “Company”), and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).
ContractWarrant Agreement • March 27th, 2019 • Personalis, Inc. • Services-medical laboratories • Delaware
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
PERSONALIS, INC. AND _____________, AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF __________Warrant Agreement • December 21st, 2023 • Personalis, Inc. • Services-medical laboratories • New York
THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between PERSONALIS, INC., a Delaware corporation (the “Company”), and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).
6,578,947 Shares PERSONALIS, INC. COMMON STOCK, $0.0001 PAR VALUE PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • August 12th, 2020 • Personalis, Inc. • Services-medical laboratories • New York
ContractWarrant Agreement • May 23rd, 2019 • Personalis, Inc. • Services-medical laboratories • California
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED (the “1933 ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO YOU THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT, OR ANY APPLICABLE STATE SECURITIES LAWS.
PERSONALIS, INC. INDEMNITY AGREEMENTIndemnification Agreement • June 7th, 2019 • Personalis, Inc. • Services-medical laboratories • Delaware
THIS INDEMNITY AGREEMENT (the “Agreement”) is made and entered into as of , between Personalis, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
PERSONALIS, INC. UP TO $100,000,000 OF COMMON STOCK (par value $0.0001 per share) AT-THE-MARKET SALES AGREEMENTAt-the-Market Sales Agreement • January 3rd, 2022 • Personalis, Inc. • Services-medical laboratories • New York
Personalis, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with BTIG, LLC (“BTIG” and, together with the Company, the “Parties”), as follows:
PERSONALIS, INC. THIRD AMENDED AND RESTATED EXECUTIVE SEVERANCE AGREEMENTExecutive Severance Agreement • February 28th, 2024 • Personalis, Inc. • Services-medical laboratories • California
This Third Amended and Restated Executive Severance Agreement (the “Agreement”), effective as of September 25, 2023, amends, supersedes and restates in its entirety that certain Second Amended and Restated Executive Severance Agreement by and between Aaron Tachibana (“Executive”) and Personalis, Inc. (the “Company”) dated March 7, 2023. This Agreement is intended to provide Executive with certain benefits described herein upon the occurrence of specific events.
LEASE BY AND BETWEENLease Agreement • November 4th, 2021 • Personalis, Inc. • Services-medical laboratories • California
LEASE BY AND BETWEEN MENLO PREHC I, LLC, a Delaware limited liability company, MENLO PREPI I, LLC, a Delaware limited liability company, and TPI INVESTORS 9, LLC, a California limited liability company, LESSOR AND PERSONALIS, INC., LESSEE Menlo...Lease • March 27th, 2019 • Personalis, Inc. • Services-medical laboratories • California
THIS LEASE, referred to herein as this “Lease,” is made and entered into as of February 2, 2015, by and between MENLO PREHC I, LLC, a Delaware limited liability company, MENLO PREPI I, LLC, a Delaware limited liability company, and TPI Investors 9, LLC, a California limited liability company, hereafter collectively referred to as “Lessor,” and PERSONALIS, INC., a Delaware corporation, hereafter referred to as “Lessee” or “Personalis.”
June 2, 2019 Dr. Richard Chen Re: Employment Terms Dear Richard,Employment Agreement • June 7th, 2019 • Personalis, Inc. • Services-medical laboratories • California
This Employment Terms letter agreement, including the exhibit hereto (the “Agreement”), confirms the terms and conditions of your continuing employment with Personalis, Inc. (“Personalis” or the “Company”).
ContractWarrant Agreement • November 28th, 2023 • Personalis, Inc. • Services-medical laboratories • Delaware
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES IN THE UNITED STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE TERMS OF THIS WARRANT, THE SECURITIES ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
FIRST AMENDMENT TO PLAIN ENGLISH LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 10th, 2019 • Personalis, Inc. • Services-medical laboratories • California
This is a FIRST AMENDMENT TO PLAIN ENGLISH LOAN AND SECURITY AGREEMENT dated as of March 22, 2019 (the “Amendment”) by and between PERSONALIS, INC., a Delaware corporation, (“Borrower”) and TRIPLEPOINT CAPITAL LLC, a Delaware limited liability company, (“Lender”).
PLAIN ENGLISH REVOLVING LOAN AND SECURITY AGREEMENTRevolving Loan and Security Agreement • May 23rd, 2019 • Personalis, Inc. • Services-medical laboratories • California
This is a PLAIN ENGLISH REVOLVING CAPITAL LOAN AND SECURITY AGREEMENT dated as of June 28, 2017 by and between PERSONALIS, INC., a Delaware corporation, as a borrower, and any other Person that executes a Joinder Agreement to become a borrower under this Agreement, and TRIPLEPOINT CAPITAL LLC, a Delaware limited liability company, as lender.
June 2, 2019 John West Re: Employment Terms Dear John,Employment Agreement • June 7th, 2019 • Personalis, Inc. • Services-medical laboratories • California
This Employment Terms letter agreement, including the exhibits hereto (the “Agreement”), confirms the terms and conditions of your continuing employment with Personalis, Inc. (“Personalis” or the “Company”).
FIRST AMENDMENT TO LEASELease • August 6th, 2020 • Personalis, Inc. • Services-medical laboratories
THIS FIRST AMENDMENT TO LEASE (this “Amendment”) is made as of April 8, 2020 (the “Effective Date”), by and between MENLO PREPI I, LLC, a Delaware limited liability company and TPI INVESTORS 9, LLC, a California limited liability company (collectively, “Lessor”) and PERSONALIS, INC., a Delaware corporation (“Lessee”).
PRICING AGREEMENTPricing Agreement • May 10th, 2019 • Personalis, Inc. • Services-medical laboratories
This Pricing Agreement (“Agreement”) replaces Pricing Agreement dated November 22, 2017 in its entirety and is entered into as of the date of last signature (“Effective Date”)by and between Personalis, Inc. (hereinafter “Personalis”), a California corporation, having a place of business at 1330 O’Brien Dr., Menlo Park CA 94025-1436, and Illumina, Inc., a Delaware corporation, having a place of business at 5200 Illumina Way, San Diego, CA 92122 (hereinafter “Seller”) referred to individually as “Party” and collectively as “Parties.”
PRICING AGREEMENTPricing Agreement • May 10th, 2019 • Personalis, Inc. • Services-medical laboratories
This Pricing Agreement (“Agreement”) is entered into as of the date of last signature (“Effective Date”) by and between Personalis, Inc. (hereinafter “Personalis”), a California corporation, having a place of business at 1330 Obrien Dr., Menlo Park CA 94025-1436, and Illumina, Inc., a Delaware corporation, having a place of business at 5200 IIlumina Way, San Diego, CA 92122 (hereinafter “Seller”) referred to individually as “Party” and collectively as “Parties.”
March 7, 2023 Aaron Tachibana Re: First Amended and Restated Employment Terms Dear Aaron,Employment Agreement • March 8th, 2023 • Personalis, Inc. • Services-medical laboratories
This First Amended and Restated Employment Terms letter agreement (“Agreement”) between Personalis, Inc. (“Personalis” or “Company”) and you supersedes in its entirety and restates that certain Employment Terms letter agreement between you and Personalis dated June 2, 2019 (the “Prior Agreement”). I am pleased to offer you continuing full-time employment on the following terms. Upon your acceptance, these terms will become effective immediately.
Amendment No. 2 to the Commercialization and Reference Laboratory AgreementCommercialization and Reference Laboratory Agreement • November 6th, 2024 • Personalis, Inc. • Services-medical laboratories
This Amendment No. 2 (“Amendment”) is made as of the date of the last signature below (“Amendment Date”) between Personalis, Inc. (“Personalis”) and Tempus AI, Inc. f/k/a Tempus Labs, Inc. (“Tempus”) and amends that certain Commercialization and Reference Laboratory Agreement with the effective date of November 25, 2023 (as previously amended, the “Agreement”). Tempus and Personalis are each a “Party” and together the “Parties.”
INVESTMENT AGREEMENTInvestment Agreement • August 16th, 2024 • Personalis, Inc. • Services-medical laboratories • Delaware
THIS INVESTMENT AGREEMENT (this “Agreement”), dated as of August 16, 2024, by and between Personalis, Inc., a Delaware corporation (the “Company”), and Tempus AI, Inc., a Delaware corporation (the “Investor”). Capitalized terms used herein but not otherwise defined shall have the meanings given to them in Section 1.5.
PERSONALIS, INC. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • May 23rd, 2019 • Personalis, Inc. • Services-medical laboratories • California
THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”) is entered into as of the 16th day of December, 2014, by and among PERSONALIS, INC., a Delaware corporation (the “Company”) and the investors listed on Exhibit A hereto, referred to hereinafter as the “Investors” and each individually as an “Investor.”
MASTER SERVICES SUBCONTRACT AGREEMENTMaster Services Subcontract Agreement • May 23rd, 2019 • Personalis, Inc. • Services-medical laboratories • California
THIS AGREEMENT, made effective as of the 1st day of November 2017 (“Effective Date”) entered into by and between Personalis, Inc. a corporation organized and existing under the laws of the State of California with offices at 1330 O’Brien Drive, Menlo Park, CA 94025 (hereinafter referred to as the “Company” or “Personalis”), and Illumina, Inc. a corporation organized and existing under the laws of the State of Delaware with offices at 5200 Illumina Way, San Diego, CA 92122 (hereinafter referred to as the “Subcontractor”).
March 7, 2023 Dr. Richard ChenEmployment Terms • March 8th, 2023 • Personalis, Inc. • Services-medical laboratories
This First Amended and Restated Employment Terms letter agreement (“Agreement”) between Personalis, Inc. (“Personalis” or “Company”) and you supersedes in its entirety and restates that certain Employment Terms letter agreement between you and Personalis dated June 2, 2019 (the “Prior Agreement”). I am pleased to offer you continuing full-time employment on the following terms. Upon your acceptance, these terms will become effective immediately.
December 14, 2022 John West Via EMAIL/DOCUSIGN Dear John:Separation Agreement • December 14th, 2022 • Personalis, Inc. • Services-medical laboratories
This letter sets forth the substance of the separation agreement (the “Agreement”) between you and Personalis, Inc. (the “Company”).
March 7, 2023 Christopher Hall San Francisco, CA 94115 Chrishall1968@gmail.com Re: First Amended and Restated Offer Letter Agreement Dear Chris,Offer Letter Agreement • March 8th, 2023 • Personalis, Inc. • Services-medical laboratories
This First Amended and Restated offer letter agreement between Personalis, Inc. (“Personalis” or “Company”) and you supersedes in its entirety and restates that certain offer letter agreement between you and Personalis dated September 30, 2022. I am pleased to offer you continuing full-time employment in the positions of President and Chief Executive Officer on the following terms. Upon your acceptance, these terms will become effective immediately.
AMENDMENT NO. 3 TO LEASELease Agreement • February 23rd, 2023 • Personalis, Inc. • Services-medical laboratories
This Amendment No. 3 To Lease (“Amendment”) is dated as of December 19, 2022 (the “Amendment Date”) by and between Ardenwood Ventures I, LLC, a Delaware limited liability company (“Landlord”), and Personalis, Inc., a Delaware corporation (“Tenant”).
Amendment No. 1 to the Commercialization and Reference Laboratory AgreementCommercialization and Reference Laboratory Agreement • August 16th, 2024 • Personalis, Inc. • Services-medical laboratories
This Amendment No. 1 (“Amendment”) is made as of the date of the last signature below (“Amendment Date”) between Personalis, Inc. (“Personalis”) and Tempus AI, Inc. f/k/a Tempus Labs, Inc. (“Tempus”), and amends the Commercialization and Reference Laboratory Agreement with the effective date of November 25, 2023 (the “Agreement”). Tempus and Personalis are each a “Party” and together the “Parties.” The Parties wish to modify the terms of the Agreement as set forth herein. In consideration of the mutual promises herein, the Parties agree as follows:
ContractFasttrack Genetic Analysis Services Agreement • May 10th, 2019 • Personalis, Inc. • Services-medical laboratories • California
[***] = Certain information contained in this document, marked by brackets, has been omitted because it is both not material and would be competitively harmful if publicly disclosed.
PERSONALIS, INC. Shares of Common Stock ($0.0001 par value) AMENDMENT NO. 1 TO THE AT-THE-MARKET SALES AGREEMENTAt-the-Market Sales Agreement • December 21st, 2023 • Personalis, Inc. • Services-medical laboratories
Reference is made to the At-the-Market Sales Agreement, dated December 30, 2021 (the “Agreement”), by and between Personalis, Inc., a Delaware corporation (the “Company”), and BTIG, LLC (the “Agent”). Capitalized terms used but not defined herein shall have the meaning set forth in the Agreement. Pursuant to Section 16 of the Agreement, the Company and the Agent wish to amend the Agreement (this “Amendment”) as follows:
ContractConvertible Promissory Note • May 10th, 2019 • Personalis, Inc. • Services-medical laboratories • Delaware
THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES IN THE UNITED STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
PRICING AGREEMENTPricing Agreement • May 23rd, 2019 • Personalis, Inc. • Services-medical laboratories
This Pricing Agreement (“Agreement”) is entered into as of the date of last signature (“Effective Date”) by and between Personalis, Inc. (hereinafter “Personalis”), a California corporation, having a place of business at 1330 Obrien Dr., Menlo Park CA 94025-1436, and Illumina, Inc., a Delaware corporation, having a place of business at 5200 IIlumina Way, San Diego, CA 92122 (hereinafter “Seller”) referred to individually as “Party” and collectively as “Parties.”
