GUARDANT HEALTH, INC. 12,500,000 Shares of Common Stock, par value $0.00001 per share Underwriting AgreementGuardant Health, Inc. • May 25th, 2023 • Services-medical laboratories • New York
Guardant Health, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 12,500,000 shares of common stock, par value $0.00001 per share (“Common Stock”), of the Company (the “Underwritten Shares”). In addition, the Company proposes to issue and sell, at the option of the Underwriters, up to an additional 1,875,000 shares of Common Stock (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
GUARDANT HEALTH, INC. and U.S. BANK NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of November 19, 2020 0% Convertible Senior Notes due 2027Indenture • November 20th, 2020 • Guardant Health, Inc. • Services-medical laboratories • New York
INDENTURE, dated as of November 19, 2020, between Guardant Health, Inc., a Delaware corporation, as issuer (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”).
GUARDANT HEALTH, INC. INDENTURE Dated as of , 20 WILMINGTON TRUST, NATIONAL ASSOCIATION as TrusteeGuardant Health, Inc. • March 2nd, 2020 • Services-medical laboratories • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 18th, 2018 • Guardant Health, Inc. • Services-medical laboratories • Delaware
This Indemnification Agreement (“Agreement”) is made as of September __, 2018 by and between Guardant Health, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
LEASE BASIC LEASE PROVISIONSWorkletter Agreement • September 6th, 2018 • Guardant Health, Inc. • Services-medical laboratories • California
In the event of any conflict between these Basic Lease Provisions and any other Lease provision, such other Lease provision shall control.
GUARDANT HEALTH, INC. 7,000,000 Shares of Common Stock, par value $0.00001 per share Underwriting AgreementGuardant Health, Inc. • October 13th, 2020 • Services-medical laboratories • New York
Certain stockholders named in Schedule 2 hereto (the “Selling Stockholders”) of Guardant Health, Inc., a Delaware corporation (the “Company”), propose to sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 7,000,000 shares of common stock, par value $0.00001 per share (“Common Stock”), of the Company (the “Underwritten Shares”). In addition, the Selling Stockholders propose to sell, at the option of the Underwriters, up to an additional 700,000 shares of Common Stock (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”. To the extent there are no additional Underwriters listed on Schedule 1 other than you, the term Representatives as used herein shall mean you, as Underwriter, a
PATENT LICENSE AGREEMENTPatent License Agreement • September 21st, 2018 • Guardant Health, Inc. • Services-medical laboratories • New York
THIS PATENT LICENSE AGREEMENT (the “Agreement”) is made effective as of January 1, 2017 (the “Effective Date”), by and between Keygene N.V. (“KeyGene”), a company organized and existing under the laws of The Netherlands and having its registered offices at Agro Business Park 90, 6708 PW Wageningen, The Netherlands, and Guardant Health, Inc., a company incorporated under the laws of the State of Delaware, and having an address at 505 Penobscot Drive, Redwood City, CA 94063 (“Licensee”) and relates to KeyGene Technology as defined hereinafter. KeyGene and Licensee may be referred to herein individually as a “Party” or collectively as the “Parties.”
ContractGuardant Health, Inc. • September 6th, 2018 • Services-medical laboratories • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH APPLICABLE LAW.
ContractJoint Venture Agreement • September 21st, 2018 • Guardant Health, Inc. • Services-medical laboratories • New York
[***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
AMENDMENT TO SUPPLY AGREEMENTSupply Agreement • September 6th, 2018 • Guardant Health, Inc. • Services-medical laboratories • California
This Amendment to Supply Agreement (the “Amendment”) is made effective as of August 11, 2015 by and between Illumina, Inc., a Delaware corporation having a place of business at 5200 Illumina Way, San Diego, CA 92122 (“Illumina”) and Guardant Health, Inc., having a place of business at 505 Penobscot Drive, Redwood City, CA 94063 (“Customer”). Defined Terms used herein shall follow definitions in the Agreement unless defined herein.
Guardant Health, Inc. September 16, 2018Guardant Health, Inc. • November 19th, 2018 • Services-medical laboratories
This offer letter (this “Amended Letter”) amends and restates the offer letter between you and Guardant Health, Inc. (the “Company”), dated April 6, 2018 (the “Offer Letter”), in its entirety and will provide the terms under which you will continue to serve as a member of the Board of Directors (the “Board”) of the Company from and after the closing of the initial public offering of the Company’s common stock (the “IPO”).
OPEN MARKET SALE AGREEMENTSMGuardant Health, Inc. • August 23rd, 2024 • Services-medical laboratories • New York
FIRST AMENDMENT TO LEASELease • September 6th, 2018 • Guardant Health, Inc. • Services-medical laboratories
This First Amendment to Lease (“Amendment”) is entered into, and dated for reference purposes, as of October 17, 2017 (the “Execution Date”) by and between METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation (“Landlord”), and GUARDANT HEALTH, INC., a Delaware corporation (“Tenant”), with reference to the following facts (“Recitals”):
ContractSupply Agreement • September 6th, 2018 • Guardant Health, Inc. • Services-medical laboratories
[***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
Guardant Health, Inc. September 16, 2018Guardant Health, Inc. • November 19th, 2018 • Services-medical laboratories
This offer letter (this “Amended Letter”) amends and restates the offer letter between you and Guardant Health, Inc. (the “Company”), dated November 30, 2016 (the “Offer Letter”), in its entirety and will provide the terms under which you will continue to serve as a member of the Board of Directors (the “Board”) of the Company from and after the closing of the initial public offering of the Company’s common stock (the “IPO”).
ContractGuardant Health, Inc. • September 6th, 2018 • Services-medical laboratories
[***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • September 6th, 2018 • Guardant Health, Inc. • Services-medical laboratories • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is made as of the 9th day of May, 2017, by and among Guardant Health, Inc., a Delaware corporation (the “Company”) and the investors listed on Schedule A hereto, each of which is herein referred to as an “Investor” and collectively as the “Investors”.
AMENDMENT #4 TO SUPPLY AGREEMENTSupply Agreement • August 24th, 2018 • Guardant Health, Inc. • Services-medical laboratories • California
This Amendment #4 to Supply Agreement (“Amendment #4”) is made effective as of the date of the last signature below (“Amendment #4 Effective Date”) by and between Illumina, Inc., a Delaware corporation having a place of business at 5200 Illumina Way, San Diego, CA 92122 (“Illumina”) and Guardant Health, Inc., having a place of business at 505 Penobscot Drive, Redwood City, CA 94063 (“Customer”). Defined Terms used herein shall follow definitions in the Agreement unless defined herein.
ContractGuardant Health, Inc. • February 25th, 2021 • Services-medical laboratories • California
[***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
GUARDANT HEALTH, INC. 2018 INCENTIVE AWARD PLANRestricted Stock Unit Agreement • August 7th, 2024 • Guardant Health, Inc. • Services-medical laboratories • Delaware
Guardant Health, Inc., a Delaware corporation (the “Company”), has granted to the participant listed below (“Participant”) the Performance-Based Restricted Stock Units (the “PSUs”) described in this Global Performance-Based Restricted Stock Unit Grant Notice (this “Grant Notice”), subject to the terms and conditions of the 2018 Incentive Award Plan (as amended from time to time, the “Plan”), the Global Performance-Based Restricted Stock Unit Agreement attached as Exhibit A and the Vesting Schedule attached as Exhibit B (Exhibits A and B, collectively, the “Agreement”), all of which are incorporated into this Grant Notice by reference. Capitalized terms not specifically defined in this Grant Notice or the Agreement have the meanings given to them in the Plan.
PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT NOTICE (FOUNDERS)Restricted Stock Unit Agreement • February 25th, 2021 • Guardant Health, Inc. • Services-medical laboratories • California
Guardant Health, Inc., a Delaware corporation (the “Company”), has granted to the participant listed below (“Participant”) the performance-based Restricted Stock Units (the “PSUs”) described in this Performance-Based Restricted Stock Unit Grant Notice (Founders) (this “Grant Notice”), subject to the terms and conditions of the 2018 Incentive Award Plan (as amended from time to time, the “Plan”), the Performance-Based Restricted Stock Unit Agreement attached as Exhibit A, the Vesting Schedule attached as Exhibit B, the Transferability Schedule attached as Exhibit C, and the Release attached as Exhibit D (Exhibits A, B, C, and D, collectively, the “Agreement”), all of which are incorporated into this Grant Notice by reference. Capitalized terms not specifically defined in this Grant Notice or the Agreement have the meanings given to them in the Plan.
GUARDANT HEALTH, INC. COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • December 21st, 2023 • Guardant Health, Inc. • Services-medical laboratories
This COMMON STOCK PURCHASE AGREEMENT (the “Agreement”) is entered into as of December 20, 2023, by and between Guardant Health, Inc., a Delaware corporation (“Guardant”), and Baillie Gifford Overseas Limited, acting as agent and representative for and on behalf of the investors set forth in Exhibit A hereto (the “Investors”).
GUARDANT HEALTH, INC.2018 INCENTIVE AWARD PLANGlobal Restricted Stock Unit Agreement • August 7th, 2024 • Guardant Health, Inc. • Services-medical laboratories • Delaware
Guardant Health, Inc., a Delaware corporation (the “Company”), has granted to the participant listed below (“Participant”) the Restricted Stock Units (the “RSUs”) described in this Global Restricted Stock Unit Grant Notice (this “Grant Notice”), subject to the terms and conditions of the 2018 Incentive Award Plan (as amended from time to time, the “Plan”) and the Global Restricted Stock Unit Agreement attached as Exhibit A (the “Agreement”), both of which are incorporated into this Grant Notice by reference. Capitalized terms not specifically defined in this Grant Notice or the Agreement have the meanings given to them in the Plan.
AMENDMENT #4 TO SUPPLY AGREEMENTSupply Agreement • September 6th, 2018 • Guardant Health, Inc. • Services-medical laboratories • California
This Amendment #4 to Supply Agreement (“Amendment #4”) is made effective as of the date of the last signature below (“Amendment #4 Effective Date”) by and between Illumina, Inc., a Delaware corporation having a place of business at 5200 Illumina Way, San Diego, CA 92122 (“Illumina”) and Guardant Health, Inc., having a place of business at 505 Penobscot Drive, Redwood City, CA 94063 (“Customer”). Defined Terms used herein shall follow definitions in the Agreement unless defined herein.
SUBLEASE BY AND BETWEEN a Delaware limited liability company as Landlord and Guardant Health, Inc., a Delaware corporation as Tenant July 31, 2020Purchase and Sale Agreement • November 5th, 2020 • Guardant Health, Inc. • Services-medical laboratories • California
March 18, 2024 Re: Compensation Arrangement Dear [Helmy / AmirAli]:Guardant Health, Inc. • March 22nd, 2024 • Services-medical laboratories
This letter serves to memorialize your agreement with Guardant Health, Inc. (the “Company”) regarding certain compensation-related matters and amends and restates the prior letter by and between you and the Company, dated May 26, 2020 (the “Prior Letter”). Capitalized terms used but not otherwise defined herein shall have the meaning set forth in the Company’s Executive Severance Plan, as amended (the “Severance Plan”), as in effect on the date hereof. This letter shall be effective as of January 1, 2024 (the “Effective Date”).
Re: Waiver of Compensation Dear [Helmy / AmirAli]:Guardant Health, Inc. • May 27th, 2020 • Services-medical laboratories
This letter serves to memorialize your agreement with Guardant Health, Inc. (the “Company”) regarding certain compensation-related matters during the Waiver Period (as defined below). Capitalized terms used but not otherwise defined herein shall have the meaning set forth in the Company’s Executive Severance Plan, as amended (the “Severance Plan”), as in effect on the date hereof.
