S-1

As filed with the Securities and Exchange Commission on September 5, 2018

Registration No. 333-   .

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

GUARDANT HEALTH, INC.

(Exact name of registrant as specified in its charter)

Delaware	8071	45-4139254
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

505 Penobscot Dr.
Redwood City, California 94063
Telephone: (855) 698-8887

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Helmy Eltoukhy

Chief Executive Officer and Co-Founder

505 Penobscot Dr.
Redwood City, California 94063
Telephone: (855) 698-8887

(Name, address, including zip code, and telephone number, including area code, of agent for service)

	Copies to:
Charles K. Ruck B. Shayne Kennedy Brian J. Cuneo Latham & Watkins LLP 650 Town Center Drive, 20th Floor Costa Mesa, California 92626 Telephone: (714) 540-1235 Fax: (714) 755-8290	Michael Wiley Chief Legal Officer 505 Penobscot Dr. Redwood City, California 94063 Telephone: (855) 698-8887 Fax: (888) 974-4258	Charles S. Kim David Peinsipp Andrew S. Williamson Cooley LLP 4401 Eastgate Mall San Diego, California 92121 Telephone: (858) 550-6000 Fax: (858) 550-6420

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement is declared effective.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ¨

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x	Smaller reporting company	¨
(Do not check if a smaller reporting company)		Emerging growth company	x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities To Be Registered	Proposed Maximum Aggregate Offering Price (1)	Amount of Registration Fee (2)
Common Stock, $0.00001 par value per share	$100,000,000	$12,450

(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended. Includes the aggregate offering price of additional shares that the underwriters have the option to purchase.

(2) Calculated pursuant to Rule 457(o) based on an estimate of the proposed maximum aggregate offering price.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion, dated September 5, 2018

Preliminary prospectus

                  shares

Common stock

This is an initial public offering of shares of common stock by Guardant Health, Inc. We are offering                 shares of our common stock to be sold in the offering. The initial public offering price is expected to be between $          and $           per share.

Prior to this offering, there has been no public market for our common stock. We have applied to list our common stock on the Nasdaq Global Select Market under the symbol “GH.”

We are an “emerging growth company” as defined under the federal securities laws and, as such, have elected to comply with certain public company reporting requirements.

	Per share	Total
Initial public offering price	$	$
Underwriting discounts and commissions(1)	$	$
Proceeds to Guardant Health, Inc., before expenses	$	$

(1)    See “Underwriting” for a description of the compensation payable to the underwriters.

We have granted the underwriters an option for a period of 30 days to purchase up to            additional shares of common stock.

Investing in our common stock involves a high degree of risk. See “Risk factors” beginning on page 12.

Neither the Securities and Exchange Commission nor any other state securities commission has approved or disapproved of these securities or passed on the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares to purchasers on or about                     , 2018.

J.P. Morgan		BofA Merrill Lynch
Cowen	Leerink Partners	William Blair

.                    , 2018

Table of contents

	Page
Prospectus summary	1
Risk factors	12
Special note regarding forward-looking statements	56
Market, industry and other data	58
Use of proceeds	59
Dividend policy	60
Capitalization	61
Dilution	63
Selected financial data	65
Management’s discussion and analysis of financial condition and results of operations	68
Letter from the founders	93
Business	94
Management	133
Executive compensation	141
Certain relationships and related party transactions	151
Principal stockholders	159
Description of capital stock	162
Shares eligible for future sale	166
Material U.S. federal income tax consequences to non-U.S. holders	168
Underwriting	172
Legal matters	183
Experts	183
Where you can find more information	183
Index to financial statements	F-1

We have not, and the underwriters have not, authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares of common stock offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus or in any applicable free writing prospectus is current only as of its date, regardless of its time of delivery or any sale of shares of our common stock. Our business, financial condition, results of operations and prospects may have changed since that date.

Through and including               , 2018 (the 25th day after the date of this prospectus), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

Neither we nor any of the underwriters have taken any action that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons who have come into possession of this prospectus in a jurisdiction outside the United States are required to inform themselves about and to observe any restrictions relating to this offering and the distribution of this prospectus.

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Prospectus summary

The following summary highlights information contained elsewhere in this prospectus. This summary is not complete and may not contain all the information you should consider before investing in our common stock. You should read this entire prospectus carefully, especially the risks of investing in our common stock discussed under the heading “Risk factors,” and our financial statements and related notes included elsewhere in this prospectus before making an investment decision. Except as otherwise indicated herein or as the context otherwise requires, references in this prospectus to “Guardant Health,” “Guardant,” “the Company,” “we,” “us” and “our” refer to Guardant Health, Inc. and its consolidated subsidiaries.

Overview

We are a leading precision oncology company focused on helping conquer cancer globally through use of our proprietary blood tests, vast data sets and advanced analytics. We believe that the key to conquering cancer is unprecedented access to its molecular information throughout all stages of the disease, which we enable by a routine blood draw, or liquid biopsy. Our Guardant Health Oncology Platform is designed to leverage our capabilities in technology, clinical development, regulatory and reimbursement to drive commercial adoption, improve patient clinical outcomes and lower healthcare costs. In pursuit of our goal to manage cancer across all stages of the disease, we have launched our liquid biopsy tests, Guardant360 and GuardantOMNI, for advanced stage cancer, which fuel our programs developing tests for recurrence and early detection, LUNAR-1 and LUNAR-2, respectively. Guardant360, which we launched in 2014, has been used by more than 5,000 oncologists, over 40 biopharmaceutical companies and all 27 National Comprehensive Cancer Network, or NCCN, Centers, and we believe it is the world’s market leading comprehensive liquid biopsy test based on the number of tests sold in 2017.

Precision oncology, as it is practiced today, is primarily focused on matching cancer patients to personalized treatments based on the underlying molecular profile of their tumors. There is a critical need to expand the scope of precision oncology to enable precise detection, monitoring and selection of the appropriate intervention as early in the disease state as possible. We believe a major challenge to achieving this is the limited access to cancer’s molecular information. Traditionally, access to this information requires collection of tumor tissue through a tissue biopsy or surgery. A tissue biopsy procedure, however, is often invasive, time-consuming and costly, which limits the utility of tissue tests. Moreover, tissue tests are infeasible for applications such as screening for early detection of cancer.

Our liquid biopsy-based tests are comprehensive and address many of the challenges of tissue biopsies. We believe our tests can expand the scope of precision oncology to earlier stages of the disease, improve patient outcomes and lower healthcare costs. We estimate the market opportunity for our current commercial and pipeline products is over $35 billion in the United States, comprising applications for both clinicians and biopharmaceutical customers and addressing early to late-stage disease. Our target markets, products and development programs include:

Therapy selection for late stage cancer patients.

• Based on estimates of the number of late stage cancer patients in the United States, estimated testing volumes for these patients and expected testing needed for current and planned clinical trials, we estimate the aggregate market opportunity for therapy selection in late stage cancer patients to be approximately $6 billion.

• Guardant360 is a molecular diagnostic test that measures 73 cancer-related genes from circulating tumor DNA, or ctDNA. Guardant360 has been used over 70,000 times by oncologists to help inform which therapy may be effective for advanced stage cancer patients with solid tumors. It is also used by biopharmaceutical companies for a range of applications, including translational science research and identifying target patient populations to accelerate clinical trial enrollment, drug development and commercialization post-drug approval.

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• GuardantOMNI is a broader panel measuring 500 genes from ctDNA that we launched in 2017. We specifically designed GuardantOMNI for biopharmaceutical customers as a comprehensive genomic profiling tool to help accelerate clinical development programs for both immuno-oncology and targeted therapy.

Recurrence detection in cancer survivors.

• The American Cancer Society estimated that in 2016 there were approximately 15 million solid tumor cancer survivors. We believe that these cancer survivors are candidates for screening tests for recurrence of their cancer and that this reflects a potential market opportunity of approximately $15 billion.

• LUNAR-1 leverages data and learnings from Guardant360 and GuardantOMNI and is designed to develop tests that enable clinicians to detect recurrence at a stage when intervention may have a higher chance to cure the disease. It is also designed to help biopharmaceutical customers identify new opportunities in adjuvant drug development and therapies targeting earlier stage cancers.

Early detection of cancer in higher risk individuals.

• Based on information from the Centers for Disease Control and Prevention, census data and published medical literature, we estimate there are approximately 35 million individuals that satisfy one of three criteria for being high risk of cancer. These include individuals with moderate to high familial risk of developing cancer, smokers over the age of 50 and individuals with hepatitis C. Given the significantly larger potential patient population, we estimate an average selling price below that of tests for recurrence, and believe this represents a potential market opportunity of approximately $18 billion.

• LUNAR-2 is designed to develop tests for the early detection of cancer. We are initially developing tests for asymptomatic individuals at a higher risk of developing cancer due to multiple factors, including moderate to heavy smoking, hereditary risk and pre-existing infections or inflammatory conditions. We believe that developing a blood test for early detection of cancer requires a vast amount of molecular and clinical data across all stages of the disease in order to better understand the biology and clinical relevance of tumor-specific biomarkers in blood. We further believe that we can accelerate the collection of this data and LUNAR-2 development in a capital-efficient manner by commercializing Guardant360, GuardantOMNI and potential future products resulting from our LUNAR-1 program.

We believe that best-in-class technology is required to address these market opportunities, but is only one of many strengths required to create a market leading liquid biopsy platform. Our Guardant Health Oncology Platform has developedstrengths across five critical layers, each of which facilitates success in the adjacent layers. Together they form a barrier to entry, and we believe provide us a competitive advantage and a platform we can efficiently leverage across multiple products. These five layers include:

Technology - Our proprietary Guardant Digital Sequencing Technology combines cutting edge capabilities from multiple disciplines including biochemistry, next-generation sequencing, signal processing, bioinformatics, machine learning and process engineering to enable what we believe is a high performing clinical comprehensive liquid biopsy with a typical turnaround time of less than seven days after we receive the sample. Furthermore, the machine learning capability enables performance improvement as we incorporate data from additional blood samples. We seek to protect our technology with more than 50 issued patents and more than 100 pending patent applications as of June 30, 2018.

Clinical utility - We believe that success in the clinical utility layer requires both independent investments in clinical research and strategic relationships with market-leading biopharmaceutical companies. We have invested heavily in clinical studies, including 29 clinical outcomes studies, what we believe to be the largest-ever liquid-to-tissue concordance study, and a prospective interventional clinical utility study demonstrating clinical overall response rates in line with tissue biopsy approaches. Our clinical research collaborations have resulted in 80 peer-reviewed publications for Guardant360. We also have relationships with over 40 biopharmaceutical customers that have provided rigorous clinical validation of our technology and early insights into test opportunities for emerging therapeutics.

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Regulatory approval – We believe that Guardant360 was the first comprehensive liquid biopsy approved by the New York State Department of Health, or NYSDOH. In addition, based on our review of publicly available records, we believe our facility was the first comprehensive liquid biopsy laboratory to be certified under the Clinical Laboratory Improvement Amendments of 1988, or CLIA, accredited by the College of American Pathologists, or CAP, and NYSDOH-permitted. While approval by the U.S. Food and Drug Administration, or FDA, is currently not required to market our tests in the United States, we intend to submit our pre-market approval, or PMA, application for Guardant360. In January 2018, the FDA granted Guardant360 breakthrough device designation, which offers potentially faster review for breakthrough medical devices that address unmet medical needs. We believe that FDA approval will become increasingly important for diagnostic tests to gain commercial adoption both in the United States and abroad. We also intend to pursue regulatory approvals in specific markets outside of the United States, including in Japan and China.

Payer coverage and reimbursement - The analytical data and clinical evidence that we have generated in our efforts to establish clinical utility, combined with the support we have developed with key opinion leaders, or KOLs, have led to positive coverage decisions by a number of commercial payers. Guardant360 is currently covered by Medicare, Cigna and multiple Blue Cross Blue Shield plans, which have adopted policies that specifically cover Guardant360 for non-small cell lung cancer, which we believe gives us a competitive advantage with these payers. With respect to Medicare coverage, in July 2018, Palmetto GBA, the Medicare Administrative Contractor, or MAC responsible for administering Medicare’s molecular diagnostic services program, issued a local coverage determination, or LCD, for Guardant360 for non-small cell lung cancer patients who met certain clinical criteria. We worked with Palmetto GBA to obtain this positive coverage decision through the submission of a detailed dossier of analytical and clinical data to substantiate that the test meets Medicare’s medical necessity requirements.

We believe that FDA approval, if obtained, may support improvements in coverage and reimbursement for Guardant360.

Commercial adoption - Success in each of the layers above is important for commercial adoption with clinicians and biopharmaceutical companies. Additionally, for clinicians, endorsement by KOLs, utilization by academic centers and inclusion in national treatment guidelines are important, especially for adoption in the community setting where 80% of cancer treatment occurs. We believe our relationships with key stakeholders across the oncology community, as well as the recent inclusion of liquid biopsy as a potential alternative under certain circumstances to tissue biopsy in NCCN guidelines, widely recognized as the standard for clinical policy, have facilitated the use of our tests by more than 5,000 oncologists, who have collectively ordered over 70,000 Guardant360 tests, and over 40 biopharmaceutical companies. We sold 25,754 tests to clinical customers in the year ended December 31, 2017, an increase from 18,643 in the year ended December 31, 2016 and 11,801 in the year ended December 31, 2015, and 13,969 tests in the six months ended June 30, 2018, an increase from 12,080 in the six months ended June 30, 2017. We sold 6,141 tests sold to biopharmaceutical customers in the year ended December 31, 2017, an increase from 1,830 in the year ended December 31, 2016, and 4,832 tests in the six months ended June 30, 2018, an increase from 2,154 in the six months ended June 30, 2017.

In the United States, we market our tests to clinical customers through our targeted sales organization, which as of June 30, 2018 included 30 sales representatives that are engaged in sales efforts and promotional activities primarily to oncologists and cancer centers. We market our tests to biopharmaceutical customers globally through our business development team, which promotes the broad utility of our tests throughout drug development and commercialization.

Outside the United States, we market our tests to clinical customers through distributors and direct contracts with health care institutions. Additionally, we have established a joint venture with SoftBank Group Capital Limited, or SoftBank, to accelerate commercialization of our products in Asia, the Middle East and Africa, with our initial focus being on Japan. Our products are currently marketed in 39 countries.

We generated total revenue of $25.2 million and $49.8 million in the years ended December 31, 2016 and 2017, respectively, and of $18.7 million and $36.1 million in the six months ended June 30, 2017 and 2018, respectively. We also incurred net losses of $46.1 million and $83.2 million in the years ended December 31, 2016 and 2017, respectively, and of $39.6 million and $35.5 million in the six months ended June 30, 2017 and 2018, respectively.

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Summary of our product portfolio

Our product portfolio is built upon the same principle as our platform, in that success with each product facilitates success for the next. Data and learnings from Guardant360 have benefited GuardantOMNI, both of which fuel our LUNAR-1 and LUNAR-2 development programs. The table below illustrates our current products and development programs.

Our strategy

Our objective is to be the leading provider of precision oncology products for cancer management across all stages of the disease and to drive adoption of our products. To achieve this, we intend to:

• increase awareness of our products;

• expand clinical utility and increase reimbursement for our products;

• strengthen our relationships with biopharmaceutical and academia customers; and

• leverage our Guardant Health Oncology Platform to expand our product portfolio.

Risks associated with our business

Our business is subject to a number of risks and uncertainties, including those highlighted under “Risk factors” immediately following this prospectus summary. These risks include, among others, the following:

• We have incurred significant losses since inception, we expect to incur losses in the future and we may not be able to generate sufficient revenue to achieve and maintain profitability.

• Our current or future products may not achieve or maintain significant commercial market acceptance.

• Our operating results may fluctuate significantly, which makes our future operating results difficult to predict and could cause our operating results to fall below expectations or any guidance we may provide.

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• New product development involves a lengthy and complex process and we may be unable to develop or commercialize products from our LUNAR-1 or LUNAR-2 programs or any other products we may develop on a timely basis, or at all.

• Our revenue is primarily generated from sales of our Guardant360 test and we are highly dependent on it for our success.

• If our products, or our competitors’ liquid biopsy-based products, do not meet the expectations of patients and our customers, our operating results, reputation and business could suffer.

• If third-party payers, including commercial payers and government healthcare programs, do not provide coverage of, or adequate reimbursement for, our tests, our commercial success will be negatively affected.

• If we cannot compete successfully with our competitors, we may be unable to increase or sustain our revenue or achieve and sustain profitability.

• Our products and operations are subject to extensive government regulation and oversight both in the United States and abroad, and our failure to comply with applicable requirements could harm our business.

• If we are unable to adequately protect our intellectual property rights, or if we are accused of infringing on the intellectual property rights of others, our competitive position could be harmed or we could be required to incur significant expenses to enforce or defend our rights.

Implications of being an emerging growth company

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, and are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. These include, but are not limited to:

• reduced obligations with respect to financial data, including presenting only two years of audited financial statements and only two years of selected financial data in this prospectus;

• reduced disclosure obligations regarding executive compensation in this prospectus and in our periodic reports and proxy statements;

• an exception from compliance with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act; and

• exemptions from the requirements of holding a non-binding advisory vote on executive compensation and the requirement to obtain stockholder approval of any golden parachute payments not previously approved.

We may take advantage of these exemptions for up to five years or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company if we have more than $1.07 billion in annual revenue, we are deemed to be a large accelerated filer under rules of the U.S. Securities and Exchange Commission, or the SEC, or we issue more than $1.0 billion of non-convertible debt over a three-year period. We may choose to take advantage of some, but not all, of the available exemptions. We have taken advantage of certain reduced reporting burdens in this prospectus. Accordingly, the information contained herein may be different than the information you receive from other public companies in which you hold stock.

In addition, Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, or the Securities Act, for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain new or revised accounting standards until those standards would otherwise apply to private companies. We have elected to use this extended transition period and, as a result, our financial statements may not be comparable to companies that comply with public company effective dates.

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Corporate information

We were incorporated in Delaware in 2011 as Guardant Health, Inc. Our offices are located at 505 Penobscot Drive, Redwood City, California 94063. Our telephone number is (855) 698-8887. Our corporate website is www.guardanthealth.com. The information contained on or that can be accessed through our website is not incorporated by reference into this prospectus, and you should not consider information on our website to be part of this prospectus.

This prospectus includes our trademarks and trade names, including, without limitation, Guardant Health, Inc.^®, Guardant360^®, GuardantOMNI™ and our logo, which are our property and are protected under applicable intellectual property laws. This prospectus also includes trademarks, tradenames and service marks that are the property of other organizations. Solely for convenience, our trademarks and tradenames referred to in this prospectus appear without any “™” or “®” symbol, but those references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of any applicable licensor, to these trademarks and tradenames.

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The offering

Common stock offered by us	shares
Option to purchase additional shares	We have granted the underwriters an option to purchase up to                 additional shares of common stock from us. The underwriters can exercise this option at any time within 30 days from the date of this prospectus.
Common stock to be outstanding immediately after this offering	shares (or               shares if the underwriters exercise in full their option to purchase additional shares)
Use of proceeds	We estimate the net proceeds from this offering will be approximately $            million, or $             million if the underwriters exercise in full their option to purchase additional shares, assuming an initial public offering price of $            per share, the midpoint of the price range set forth on the cover page of this prospectus, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. We intend to use the net proceeds from this offering general corporate purposes, including working capital, sales and marketing activities, general and administrative matters and capital expenditures.
Risk factors	See “Risk factors” for a discussion of factors that you should consider carefully before deciding to invest in our common stock.
Proposed Nasdaq Global Select Market symbol	“GH”

The number of shares of common stock to be outstanding after this offering is based on 96,309,834 shares of common stock outstanding as of June 30, 2018, which includes (i) 78,970,767 shares of our common stock issuable upon the conversion of all outstanding shares of our convertible preferred stock and (ii) 366,104 shares of common stock issuable upon the exercise of outstanding common stock warrants and excludes:

• 9,958,587 shares of common stock issuable upon the exercise of options outstanding as of June 30, 2018, with a weighted-average exercise price of $2.92 per share;

• 10,351 shares of common stock issuable upon the exercise of warrants outstanding as of June 30, 2018 to purchase shares of our convertible preferred stock with a weighted-average exercise price of $2.00 per share, which will convert into warrants to purchase 10,351 shares of common stock immediately prior to the completion of this offering;

• 1,531,324 shares of common stock that were reserved for future issuance as of June 30, 2018 under our Amended and Restated 2012 Stock Plan, or the 2012 Plan, which includes 1,105,850 shares of common stock issuable upon the exercise of options granted after June 30, 2018, with a weighted-average exercise price of $5.83 per share;

•                  shares of common stock reserved for future issuance under our 2018 Incentive Award Plan, or the 2018 Plan, as well as any automatic increases in the number of shares of our common stock reserved for future issuance under this plan, which will become effective immediately prior to the completion of this offering; and

•                  shares of common stock reserved for future issuance under our 2018 Employee Stock Purchase Plan, or ESPP, as well as any automatic increases in the number of shares of our common stock reserved for further issuance under the ESPP, which will become effective on the date of this offering.

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Unless otherwise indicated, all information in this prospectus assumes or gives effect to:

• the automatic conversion of all shares of our convertible preferred stock outstanding as of June 30, 2018, into an aggregate of 78,970,767 shares of our common stock immediately prior to the completion of this offering;

• the issuance of 366,104 shares of common stock upon the exercise for cash, at an exercise price of $0.10 per share, of warrants to purchase our common stock outstanding as of June 30, 2018, prior to the completion of this offering;

• the conversion of all warrants to purchase our convertible preferred stock outstanding as of June 30, 2018 into warrants to purchase up to an aggregate 10,351 shares of our common stock immediately prior to the completion of this offering;

• no issuance of any shares of our capital stock as payment that may be required pursuant to put and call rights in our joint venture agreement with SoftBank as described in “Certain relationships and related party transactions—Joint venture with SoftBank;”

• the filing and effectiveness of our amended and restated certificate of incorporation and the adoption of our amended and restated bylaws, which will occur immediately following the completion of this offering;

• the one-for- reverse stock split of our common stock

• no exercise of the outstanding options and convertible preferred stock warrants referred to above; and

• no exercise of the underwriters’ option to purchase additional shares.

Unless otherwise specified and unless the context otherwise requires, we refer to our Series A, Series B, Series C, Series D and Series E convertible preferred stock collectively as “convertible preferred stock” in this prospectus, as well as for financial reporting purposes and in the financial tables included in this prospectus, as more fully explained in Note 10 to our audited financial statements and Note 11 to our unaudited condensed consolidated financial statements included elsewhere in this prospectus.

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Summary financial data

The following tables present a summary of our historical financial data for the periods ended on and as of the dates indicated. The summary statements of operations data for the years ended December 31, 2016 and 2017 are derived from our audited financial statements included elsewhere in this prospectus. The summary statements of operations data for the six months ended June 30, 2017 and 2018, and the summary balance sheet data as of June 30, 2018, are derived from our unaudited condensed consolidated financial statements included elsewhere in this prospectus. The unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America and on the same basis as our audited financial statements included elsewhere in this prospectus and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of our results of operations for the six months ended June 30, 2017 and 2018 and of our financial position as of June 30, 2018. Our historical results are not necessarily indicative of the results that may be expected in the future and results for the six months ended June 30, 2018 are not necessarily indicative of results to be expected for the full year or any other period. You should read the financial data below together with the information under the captions “Selected financial data” and “Management’s discussion and analysis of financial condition and results of operations” and our audited financial statements and unaudited condensed consolidated financial statements and related notes included elsewhere in this prospectus.

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	Year Ended December 31,						Six Months Ended June 30,
(in thousands, except per share data)	2016			2017			2017			2018
							(unaudited)
Statements of Operations Data:
Revenue:
Precision oncology testing	$	24,496		$	42,088		$	17,674		$	32,013
Development services	753			7,754			1,034			4,061
Total revenue	25,249			49,842			18,708			36,074
Costs and operating expenses:
Cost of precision oncology testing	22,065			28,883			13,325			17,551
Cost of development services	59			2,735			484			1,661
Research and development expense	10,859			25,562			10,196			19,809
Sales and marketing expense	26,192			32,497			15,133			22,887
General and administrative expense	9,921			36,777			11,887			15,516
Total costs and operating expenses	69,096			126,454			51,025			77,424
Loss from operations	(43,847		)	(76,612		)	(32,317		)	(41,350		)
Interest income	733			2,234			565			1,974
Interest expense	(3,018		)	(2,702		)	(2,095		)	(648		)
Loss on debt extinguishment	—			(5,075		)	(5,075		)	—
Other income (expense), net	(1		)	(1,059		)	(649		)	4,544
Loss before provision for income taxes	(46,133		)	(83,214		)	(39,571		)	(35,480		)
Provision for income taxes	6			7			—			3
Net loss	$	(46,139	)	$	(83,221	)	$	(39,571	)	$	(35,483	)
Deemed dividend related to repurchase of Series A convertible preferred stock	—			(4,716		)	—			—
Deemed dividend related to change in conversion rate of Series D convertible preferred stock	—			(1,058		)	(1,058		)	—
Net loss attributable to common stockholders	$	(46,139	)	$	(88,995	)	$	(40,629	)	$	(35,483	)
Net loss per share attributable to common stockholders, basic and diluted(1)	$	(2.61	)	$	(5.22	)	$	(2.27	)	$	(2.15	)
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted(1)	17,692			17,054			17,923			16,475
Pro forma net loss per share attributable to common stockholders, basic and diluted (unaudited)(1)				$	(1.14	)				$	(0.37	)
Weighted-average shares used in computing pro forma net loss per share attributable to common stockholders, basic and diluted (unaudited)(1)				78,316						95,847

(1) See Notes 2 and 12 to our audited financial statements and Notes 2 and 13 to our unaudited condensed consolidated financial statements included elsewhere in this prospectus for an explanation of the method used to calculate our basic and diluted net loss per share attributable to common stockholders, basic and diluted pro forma net loss per share attributable to common stockholders, and the weighted-average number of shares used in the computation of these per share amounts.

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	As of June 30, 2018
(in thousands)	Actual		Pro Forma(1)		Pro Forma  As Adjusted(2)(3)
	(unaudited)
Balance Sheet Data:
Cash, cash equivalents and marketable securities	$	301,201	$	301,201	$
Working capital(4)	253,955		253,955
Total assets	362,847		362,847
Total liabilities	45,066		45,066
Redeemable noncontrolling interest	41,000		41,000
Total stockholders’ equity	276,781		276,781

(1) Gives effect to (i) the conversion of all outstanding shares of our convertible preferred stock into an aggregate of 78,970,767 shares of common stock; (ii) the issuance of 366,104 shares of common stock upon the exercise of outstanding common stock warrants; and (iii) the conversion of warrants to purchase 10,351 shares of convertible preferred stock into warrants to purchase up to 10,351 shares of common stock, in each case, immediately prior to the completion of this offering.

(2) Gives effect to (i) the pro forma adjustments described in footnote (1) above and (ii) the sale by us of                 shares of common stock in this offering at an assumed initial public offering price of $                 per share, the midpoint of the price range set forth on the cover page of this prospectus, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

(3) Each $1.00 increase (decrease) in the assumed initial public offering price of $         per share, the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) the pro forma as adjusted amount of each of cash, cash equivalents and marketable securities, working capital, total assets and total stockholders’ equity by approximately $         million, assuming the number of shares we are offering, as set forth on the cover page of this prospectus, remains the same, after deducting the estimated underwriting discounts and commissions. We may also increase or decrease the number of shares we are offering. Each increase (decrease) of 1,000,000 in the number of shares we are offering would increase (decrease) the pro forma as adjusted amounts of each of cash, cash equivalents and marketable securities, working capital, total assets and total stockholders’ equity by approximately $         million, assuming the assumed initial public offering price per share remains the same, after deducting the estimated underwriting discounts and commissions. The pro forma as adjusted information is illustrative only, and will depend on the actual initial public offering price, number of shares offered and other terms of this offering determined at pricing.

(4) We define working capital as current assets less current liabilities. See our audited financial statements and unaudited condensed consolidated financial statements and related notes included elsewhere in this prospectus for further details regarding our current assets and current liabilities.

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Risk factors

Before you invest in our common stock, you should understand the high degree of risk involved. You should carefully consider the following risks and other information in this prospectus, including our financial statements and related notes included elsewhere in this prospectus, before you decide to purchase shares of our common stock. The following risks may adversely impact our business, financial condition and operating results. As a result, the trading price of our common stock could decline and you could lose part or all of your investment.

Risks related to our business and strategy

We have incurred significant losses since inception, we expect to incur losses in the future and we may not be able to generate sufficient revenue to achieve and maintain profitability.

We have incurred significant losses since our inception. For the years ended December 31, 2016 and 2017 and the six months ended June 30, 2018, we incurred net losses of $46.1 million, $83.2 million and $35.5 million, respectively. As of June 30, 2018, we had an accumulated deficit of $231.2 million. To date, we have financed our operations principally from the sale of convertible preferred stock, revenue from precision oncology testing and our development services and the incurrence of indebtedness. We have devoted substantially all of our resources to the development and commercialization of Guardant360 and GuardantOMNI and to research and development activities related to our LUNAR-1 and LUNAR-2 programs, including clinical and regulatory initiatives to obtain marketing approval and sales and marketing activities. We will need to generate significant additional revenue to achieve and sustain profitability, and even if we achieve profitability, we cannot be sure that we will remain profitable for any substantial period of time. Our failure to achieve or maintain profitability could negatively impact the value of our common stock.

Our current or future products may not achieve or maintain significant commercial market acceptance.

We believe our commercial success is dependent upon our ability to continue to successfully market and sell our liquid biopsy tests, Guardant360 and GuardantOMNI, to continue to expand our current relationships and develop new relationships with biopharmaceutical customers and to develop and commercialize new products based on our Guardant Health Oncology Platform. Our ability to achieve and maintain commercial market acceptance of our existing and future products will depend on a number of factors, including:

• our ability to increase awareness of our tests and the benefits of liquid biopsy;

• the rate of adoption of our tests by clinicians, KOLs, advocacy groups and biopharmaceutical companies;

• the timing and scope of any approval by the FDA for our tests;

• our ability to obtain positive coverage decisions for our tests from additional commercial payers and to broaden the scope of indications included in such coverage decisions;

• our ability to obtain reimbursement from government payers, including Medicare, which accounted for approximately 38% and 37% of our U.S. test volume in 2017 and during the six months ended June 30, 2018, respectively;

• the impact of our investments in product innovation and commercial growth;

• negative publicity regarding our or our competitors’ products resulting from defects or errors; and

• our ability to further validate our technology through clinical research and accompanying publications.

We cannot assure you that we will be successful in addressing each of these criteria or other criteria that might affect the market acceptance of our products. If we are unsuccessful in achieving and maintaining market acceptance of our products, our business and results of operations will suffer.

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Our operating results may fluctuate significantly, which makes our future operating results difficult to predict and could cause our operating results to fall below expectations or any guidance we may provide.

Our quarterly and annual operating results may fluctuate significantly, which makes it difficult for us to predict our future operating results. These fluctuations may occur due to a variety of factors, many of which are outside of our control, including, but not limited to:

• the level of demand for any approved products, which may vary significantly;

• the timing and cost of, and level of investment in, research, development, regulatory approval and commercialization activities relating to our products, which may change from time to time;

• the start and completion of projects in which our development services are utilized;

• the introduction of new products or product enhancements by us or others in our industry;

• coverage and reimbursement policies with respect to our products and products that compete with our products;

• expenditures that we may incur to acquire, develop or commercialize additional products and technologies;

• changes in governmental regulations or in the status of our regulatory approvals or applications;

• future accounting pronouncements or changes in our accounting policies; and

• general market conditions and other factors, including factors unrelated to our operating performance or the operating performance of our competitors.

Additionally, it is difficult to predict the amount we are able to collect for our tests from commercial payers. We receive reimbursement for our tests from several commercial payers for whom we are not a participating provider. Because we are not contracted with these payers, they determine the amount they are willing to reimburse us for tests. We have provided testing services to patients with many cancer types and indications, serving nearly always as a non-participating provider through 2017. When we have received payment as a non-participating provider, the amounts, on average, were significantly lower than for participating providers. Even when these payers have paid a claim, they may elect at any time to review previously paid claims and determine the amount they paid was too much. In these situations, the payer will typically notify us of their decision and then offset whatever amount they determine they overpaid against amounts they owe us on current claims. We have limited abilities to dispute these retroactive adjustments and we cannot predict when, or how often, a payer might engage in these reviews. A significant amount of these offsets by one or more payers in any given quarter could have a material effect on our results of operations and cause them to fall below expectations or guidance we may provide.

The cumulative effects of factors discussed above could result in large fluctuations and unpredictability in our quarterly and annual operating results. As a result, comparing our operating results on a period-to-period basis may not be meaningful. Investors should not rely on our past results as an indication of our future performance.

This variability and unpredictability could also result in our failing to meet the expectations of industry or financial analysts or investors for any period. If our revenue or operating results fall below the expectations of analysts or investors or below any guidance we may provide, or if the guidance we provide is below the expectations of analysts or investors, the price of our common stock could decline substantially. Such a stock price decline could occur even when we have met any previously publicly stated guidance we may provide.

New product development involves a lengthy and complex process and we may be unable to develop or commercialize products from our LUNAR-1 or LUNAR-2 programs or any other products we may develop on a timely basis, or at all.

Products from our LUNAR-1 and LUNAR-2 programs will take time and considerable resources to develop, and we may not be able to complete development and commercialize them on a timely basis, or at all. There can be no assurance that the LUNAR-1 and LUNAR-2 programs will produce commercial products for recurrence detection, in

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the case of LUNAR-1, or for early detection of cancer, in the case of LUNAR-2. Before we can commercialize any new products, we will need to expend significant funds in order to:

• conduct substantial research and development, including validation studies and potentially clinical trials;

• further develop and scale our laboratory processes to accommodate different products; and

• further develop and scale our infrastructure to be able to analyze increasingly large amounts of data.

Our product development process involves a high degree of risk, and product development efforts may fail for many reasons, including:

• failure of the product to perform as expected;

• lack of validation data; or

• failure to demonstrate the clinical utility of the product.

Our development plan involves using data and analytical insights generated from our current products as a force multiplier of returns on research and development investment in our LUNAR-1 and LUNAR-2 programs. However, if we are unable to generate additional data and insights, then we may not be able to advance these programs as quickly, or at all, or without significant additional investment.

As we develop products, we will have to make significant investments in product development, marketing and selling resources.

Our revenue is primarily generated from sales of our Guardant360 test and we are highly dependent on it for our success.

We began selling our Guardant360 test in the United States in 2014. Sales of our Guardant360 test accounted for primarily all of our revenue for the years ended December 31, 2016 and 2017 and for the six months ended June 30, 2018. We expect that sales of our Guardant360 test will continue to account for the substantial majority of our revenue going forward. Our ability to execute our growth strategy and become profitable will therefore depend upon the adoption of Guardant360 by our customers. Continued adoption and use of our Guardant360 test will depend on several factors, including the prices we charge for our tests, the scope of coverage and amount of reimbursement available from third-party payers for our tests, the availability of clinical data that supports the value of our tests and the inclusion of our tests in industry treatment guidelines. We cannot assure you that Guardant360 will continue to maintain or gain market acceptance, and any failure to do so would harm our business and results of operations. 

If our products, or our competitors’ liquid biopsy-based products, do not meet the expectations of patients and our customers, our operating results, reputation and business could suffer.

Our success depends on the market’s confidence that we can provide reliable, high-quality precision oncology products that will improve clinical outcomes, lower healthcare costs and enable better biopharmaceutical development. We believe that patients, clinicians and biopharmaceutical companies are likely to be particularly sensitive to product defects and errors in the use of our products, including if our products fail to detect genomic alterations with high accuracy from samples or if we fail to list or inaccurately include certain treatment options and available clinical trials in our test report, and there can be no guarantee that our products will meet their expectations. Furthermore, if our competitors’ liquid-biopsy based products do not perform to expectations, it may result in lower confidence in liquid biopsy-based tests in general. As a result, the failure of our products or our competitors’ products to perform as expected could significantly impair our operating results and our reputation. We may be subject to legal claims arising from any defects or errors in our products.

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If we are unable to support demand for Guardant360, GuardantOMNI and our future products, including ensuring that we have adequate capacity to meet increased demand, or we are unable to successfully manage our anticipated growth, our business could suffer.

As our volume of test sales grows, we will need to continue to increase our workflow capacity for sample intake, customer service, billing and general process improvements, expand our internal quality assurance program and extend our platform to support comprehensive genomic analysis at a larger scale within expected turnaround times. We will need additional certified laboratory scientists and other scientific and technical personnel to process higher volumes of our precision oncology products. Portions of our process are not automated and will require additional personnel to scale. We will also need to purchase additional equipment, some of which can take several months or more to procure, setup and validate, and increase our software and computing capacity to meet increased demand. There is no assurance that any of these increases in scale, expansion of personnel, equipment, software and computing capacities or process enhancements will be successfully implemented, or that we will have adequate space in our laboratory facility to accommodate such required expansion.

As we commercialize additional products, we will need to incorporate new equipment, implement new technology systems and laboratory processes, and hire new personnel with different qualifications. Failure to manage this growth or transition could result in turnaround time delays, higher product costs, declining product quality, deteriorating customer service and slower responses to competitive challenges. A failure in any one of these areas could make it difficult for us to meet market expectations for our products, and could damage our reputation and the prospects for our business.

If we cannot maintain our current relationships, or enter into new relationships, with biopharmaceutical companies, our revenue prospects could be reduced.

Biopharmaceutical customers collaborate with us for analysis of whole blood or plasma samples for multiple applications primarily to support clinical trials, including patient identification, companion diagnostics and retrospective testing. In the years December 31, 2016 and 2017 and the six months ended June 30, 2018, revenue from our top five biopharmaceutical customers as measured by revenue accounted for 19.4%, 29.7% and 34.0% of our total revenue, respectively, with AstraZeneca PLC representing less than 10% in 2016, 13.4% in 2017 and 11.5% in the six months ended June 30, 2018. The revenue attributable to our biopharmaceutical customers may also fluctuate in the future, which could have an adverse effect on our financial condition and results of operations. In addition, the termination of these relationships could result in a temporary or permanent loss of revenue.

Our future success depends in part on our ability to maintain these relationships and to establish new relationships. Many factors have the potential to impact such collaborations, including the type of biomarker support required and our ability to deliver it and our biopharmaceutical customers’ satisfaction with our products or services and other factors that may be beyond our control. Furthermore, our biopharmaceutical customers may decide to decrease or discontinue their use of Guardant360 and GuardantOMNI due to changes in research and product development plans, failures in their clinical trials, financial constraints, or utilization of internal testing resources or tests performed by other parties, or other circumstances outside of our control. In addition to reducing our revenue, the loss of one or more of these relationships may reduce our exposure to research and clinical trials that facilitate the collection and incorporation of new information into our platform.

We engage in conversations with biopharmaceutical companies regarding potential commercial opportunities on an ongoing basis. There is no assurance that any of these conversations will result in a commercial agreement, or if an agreement is reached, that the resulting relationship will be successful or that clinical studies conducted as part of the engagement will produce successful outcomes. Speculation in the industry about our existing or potential relationships with biopharmaceutical companies can be a catalyst for adverse speculation about us, our products and our technology, which can adversely affect our reputation and our business.

Our payer concentration may materially adversely affect our financial condition and results of operations.

We receive a substantial portion of our revenue from a limited number of third-party commercial payers, most of which have not contracted with us to be a participating provider. Revenue attributable to our largest commercial payer represented 18.7%, 12.5% and 10.7% of our total revenue in the years ended December 31, 2016 and

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2017 and six months ended June 30, 2018, respectively. If this payer were to significantly reduce, or cease to pay, the amount it reimburses us for tests we perform, or if it does not reach favorable coverage and reimbursement decisions for our tests, it could have a material adverse effect on our business, financial condition and results of operations. Historically, we have experienced situations where commercial payers proactively reduced the amounts they were willing to reimburse for our tests, and in other situations, commercial payers have determined that the amounts they previously paid were too high and have sought to recover those perceived excess payments by deducting such amounts from payments otherwise being made. If our largest current commercial payers were to decide not to include us as a participating provider, cease paying us altogether, drastically reduce the amount they were willing to pay us or attempt to recover amounts they had already paid, it could cause significant fluctuations in our quarterly results and could harm our business and results of operations.

If we cannot compete successfully with our competitors, we may be unable to increase or sustain our revenue or achieve and sustain profitability.

Growing understanding of the importance of biomarkers linked with therapy selection and response is leading to more companies offering services in genomic profiling. The promise of liquid biopsy is also leading to more companies attempting to enter the space and compete with us. Our main competition is from diagnostic companies with products and services to profile genes in cancers based on either single-marker or comprehensive genomic profile testing, based on next-generation sequencing in either blood or tissue.

Our competitors within the liquid biopsy space include Foundation Medicine, Inc., which was acquired by Roche Holdings, Inc. in July 2018, Roche Molecular Systems, Inc., Thermo Fisher Scientific Inc., Illumina, Inc., Personal Genome Diagnostics, Inc., Qiagen N.V. and Sysmex Inostics. In addition, GRAIL, Inc. and Natera Inc., among others, are developing early detection tests.

Competitors within the broader genomics profiling space based on tissue include laboratory companies such as Bio-Reference Laboratories, Inc., Laboratory Corporation of America and Quest Diagnostics, Inc., as well as companies such as Foundation Medicine, Inc., Caris Life Sciences, Inc. and Myriad Genetics, Inc., that sell molecular diagnostic tests for cancer to physicians and have or may develop tests which compete with Guardant360 and GuardantOMNI. In addition, we are aware that certain of our customers are also developing their own tests and may decide to enter our market or otherwise stop using our tests.

Some of our competitors and potential competitors may have longer operating histories; larger customer bases; greater brand recognition and market penetration; substantially greater financial, technological and research and development resources and selling and marketing capabilities; and more experience dealing with third-party payers. As a result, they may be able to respond more quickly to changes in customer requirements, devote greater resources to the development, promotion and sale of their tests than we do or sell their tests at prices designed to win significant levels of market share. We may not be able to compete effectively against these organizations. Increased competition and cost-saving initiatives on the part of governmental entities and other third-party payers are likely to result in pricing pressures, which could harm our sales, profitability or ability to gain market share. In addition, competitors may be acquired by, receive investments from or enter into other commercial relationships with larger, well-established and well-financed companies. Certain of our competitors may be able to secure key inputs from vendors on more favorable terms, devote greater resources to marketing and promotional campaigns, adopt more aggressive pricing policies and devote substantially more resources to product development than we can. In addition, companies or governments that control access to genetic testing through umbrella contracts or regional preferences could promote our competitors or prevent us from performing certain services. If we are unable to compete successfully against current and future competitors, we may be unable to increase market acceptance and sales of our tests, which could prevent us from increasing our revenue or achieving profitability and could cause our stock price to decline.

In addition to developing kits, certain diagnostic companies also provide next-generation sequencing platforms that could be used for liquid biopsy testing. These include Illumina, Inc., Thermo Fisher Scientific Inc. and other companies developing next-generation sequencing platforms that are sold directly to biopharmaceutical companies, clinical laboratories and research centers. While many of the applications for these platforms are focused on research and development applications, each of these companies has launched and will continue to commercialize

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products focused on the clinical oncology market. These tests could include FDA-approved diagnostic kits, which can be sold to the clients who have purchased their platforms.

Furthermore, many companies are developing information technology-based tools to support the integration of next-generation sequencing testing into the clinical setting. These companies may also use their own tests or others to develop an integrated system which could limit access for Guardant to certain networks.

The sizes of the markets for our current and future products have not been established with precision, and may be smaller than we estimate.

Our estimates of the annual total addressable markets for our current products and products under development in our LUNAR-1 and LUNAR-2 programs are based on a number of internal and third-party estimates, including, without limitation, the number of patients with late-stage, solid tumor cancer, the number of individuals who are at a higher risk for developing cancer, and the assumed prices at which we can sell tests for markets that have not been established. While we believe our assumptions and the data underlying our estimates are reasonable, these assumptions and estimates may not be correct and the conditions supporting our assumptions or estimates may change at any time, thereby reducing the predictive accuracy of these underlying factors. As a result, our estimates of the annual total addressable market for our current or future products may prove to be incorrect. If the actual number of patients who would benefit from our products, the price at which we can sell future products, or the annual total addressable market for our products is smaller than we have estimated, it may impair our sales growth and have an adverse impact on our business.

The precision oncology industry is subject to rapid change, which could make our Guardant Health Oncology Platform and our products, including Guardant360, GuardantOMNI and other products we develop, obsolete.

Our industry is characterized by rapid changes, including technological and scientific breakthroughs, frequent new product introductions and enhancements and evolving industry standards, all of which could make our current products and the other products we are developing obsolete. Our future success will depend on our ability to keep pace with the evolving needs of our customers on a timely and cost-effective basis and to pursue new market opportunities that develop as a result of scientific and technological advances. In recent years, there have been numerous advances in technologies relating to the diagnosis and treatment of cancer. There have also been advances in methods used to analyze very large amounts of molecular information. We must continuously enhance our Guardant Health Oncology Platform and develop new products to keep pace with evolving standards of care. If we do not update our products to reflect new scientific knowledge about cancer biology, information about new cancer therapies or relevant clinical trials, our products could become obsolete and sales of our current products and any new products we develop could decline or fail to grow as expected.

We may be unable to manage our future growth effectively, which could make it difficult to execute our business strategy.

Since our inception, we have experienced rapid growth and anticipate further growth in our business operations. This future growth could create strain on our organizational, administrative and operational infrastructure, including laboratory operations, quality control, customer service and sales organization management. We expect to continue to increase headcount and to hire more specialized personnel in the future as we grow our business. We will need to continue to hire, train and manage additional qualified scientists, laboratory personnel, client and account services personnel, and sales and marketing staff and improve and maintain our technology to properly manage our growth. If our new hires perform poorly, if we are unsuccessful in hiring, training, managing and integrating these new employees or if we are not successful in retaining our existing employees, our business may be harmed.

We may not be able to maintain the quality or expected turnaround times of our products, or satisfy customer demand as it grows. Our ability to manage our growth properly will require us to continue to improve our operational, financial and management controls, as well as our reporting systems and procedures. The time and resources required to implement these new systems and procedures is uncertain, and failure to complete this in a timely and efficient manner could adversely affect our operations.

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We depend on our information technology systems, and any failure of these systems could harm our business.

We depend on information technology and telecommunications systems for significant elements of our operations, including our laboratory information management system, our computational biology system, our knowledge management system, our customer reporting and our GuardantConnect software platform. We have installed, and expect to expand, a number of enterprise software systems that affect a broad range of business processes and functional areas, including for example, systems handling human resources, financial controls and reporting, contract management, regulatory compliance and other infrastructure operations. In addition to the aforementioned business systems, we intend to extend the capabilities of both our preventative and detective security controls by augmenting the monitoring and alerting functions, the network design and the automatic countermeasure operations of our technical systems. These information technology and telecommunications systems support a variety of functions, including laboratory operations, test validation, sample tracking, quality control, customer service support, billing and reimbursement, research and development activities, scientific and medical curation and general administrative activities. In addition, our third-party billing and collections provider depends upon technology and telecommunications systems provided by outside vendors.

Information technology and telecommunications systems are vulnerable to damage from a variety of sources, including telecommunications or network failures, malicious human acts and natural disasters. Moreover, despite network security and back-up measures, some of our servers are potentially vulnerable to physical or electronic break-ins, computer viruses and similar disruptive problems. For example, in July 2018, we experienced a security incident involving a phishing attack, and an unauthorized user obtained access to an email account of one of our employees. Despite the precautionary measures we have taken in response to this incident and to prevent other unanticipated problems that could affect our information technology and telecommunications systems, failures or significant downtime of our information technology or telecommunications systems or those used by our third-party service providers could prevent us from conducting our comprehensive genomic analysis, preparing and providing reports to pathologists and oncologists, billing payers, processing reimbursement appeals, handling patient or physician inquiries, conducting research and development activities and managing the administrative aspects of our business. Any disruption or loss of information technology or telecommunications systems on which critical aspects of our operations depend could have an adverse effect on our business and our reputation, and we may be unable to regain or repair our reputation in the future.

We have limited experience in marketing and selling our products, and if we are unable to expand our sales organization to adequately address our customers’ needs, our business may be adversely affected.

We have limited experience in marketing and selling Guardant360 and GuardantOMNI. We may not be able to market, sell or distribute Guardant360, GuardantOMNI or other products we may develop effectively enough to support our planned growth. We sell to clinicians in the United States through our own sales organization and to biopharmaceutical companies through our business development team.

Our target market of physicians is a large and diverse market. As a result, we believe it is necessary for our sales representatives to have established oncology-focused expertise. Competition for such employees within the precision oncology industry is intense. We may not be able to attract and retain personnel or be able to build an efficient and effective sales organization, which could negatively impact sales and market acceptance of our products and limit our revenue growth and potential profitability.

Our expected future growth will impose significant added responsibilities on members of management, including the need to identify, recruit, maintain and integrate additional employees. Our future financial performance and our ability to commercialize our products and to compete effectively will depend, in part, on our ability to manage this potential future growth effectively, without compromising quality.

Outside the United States, we plan to rely on our joint venture with SoftBank exclusively for sales of our products throughout Asia, the Middle East and Africa. We share a measure of control of this joint venture, and if its sales and marketing efforts for our products in those regions are not successful, our business would be materially and adversely affected. In other regions, we sell our tests primarily through distributor relationships or direct contracts with hospitals. Locating, qualifying and engaging distribution partners and local hospitals with local industry experience and knowledge will be necessary to effectively market and sell our products outside the United States.

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We may not be successful in finding, attracting and retaining distribution partners or hospitals, or we may not be able to enter into such arrangements on favorable terms. Sales practices utilized by any such distribution parties that are locally acceptable may not comply with sales practices standards required under U.S. laws that apply to us, which could create additional compliance risk. If our sales and marketing efforts are not successful outside the United States, we may not achieve significant market acceptance for our products outside the United States, which would materially and adversely impact our business operations.

We rely on a limited number of suppliers or, in some cases, sole suppliers, for some of our laboratory instruments and materials and may not be able to find replacements or immediately transition to alternative suppliers.

We rely on several sole suppliers, including Illumina, which supplies certain sequencers, equipment and other materials that we use in our laboratory operations, as well as separate sole suppliers for reagents and for blood tubes. An interruption in our laboratory operations could occur if we encounter delays or difficulties in securing these reagents, sequencers or other laboratory materials, and if we cannot then obtain an acceptable substitute. Any such interruption could significantly affect our business, financial condition, results of operations and reputation. We rely on Illumina as the sole supplier of the sequencers, and as the sole provider of maintenance and repair services for these sequencers. Any disruption in Illumina’s operations or the suppliers of our reagents or blood tubes could impact our supply chain and laboratory operations of our precision oncology platform and our ability to conduct our business and generate revenue.

We believe that there are only a few other equipment manufacturers that are currently capable of supplying and servicing the equipment necessary for our laboratory operations, including sequencers and various associated reagents. The use of equipment or materials furnished by these replacement suppliers would require us to alter our laboratory operations. Transitioning to a new supplier would be time-consuming and expensive, may result in interruptions in our laboratory operations, could affect the performance specifications of our laboratory operations or could require that we revalidate Guardant360 and GuardantOMNI. There can be no assurance that we will be able to secure alternative equipment, reagents and other materials, and bring such equipment, reagents, and materials on line and revalidate them without experiencing interruptions in our workflow. In the case of an alternative supplier for Illumina, there can be no assurance that replacement sequencers and various associated reagents will be available or will meet our quality control and performance requirements for our laboratory operations. If we should encounter delays or difficulties in securing, reconfiguring or revalidating the equipment and reagents we require for our products, our business, financial condition, results of operations and reputation could be adversely affected.

If our sole laboratory facility becomes damaged or inoperable or we are required to vacate our existing facility, our ability to conduct our laboratory analysis and pursue our research and development efforts may be jeopardized.

We currently derive the majority of our revenue from tests conducted at a single laboratory facility located in Redwood City, California. Our facility and equipment could be harmed or rendered inoperable by natural or man-made disasters, including war, fire, earthquake, power loss, communications failure or terrorism, which may render it difficult or impossible for us to operate our Guardant Health Oncology Platform for some period of time. The inability to perform our tests or to reduce the backlog of analysis that could develop if our facility is inoperable, for even a short period of time, may result in the loss of customers or harm to our reputation, and we may be unable to regain those customers or repair our reputation in the future. Furthermore, our facility and the equipment we use to perform our research and development work could be unavailable or costly and time-consuming to repair or replace. It would be difficult, time-consuming and expensive to rebuild our facility, to locate and qualify a new facility or license or transfer our proprietary technology to a third-party, particularly in light of licensure and accreditation requirements. Even in the unlikely event we are able to find a third party with such qualifications to enable us to conduct our tests, we may be unable to negotiate commercially reasonable terms.

We carry insurance for damage to our property and the disruption of our business, but this insurance may not cover all of the risks associated with damage or disruption to our business, may not provide coverage in amounts sufficient to cover our potential losses and may not continue to be available to us on acceptable terms, if at all.

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The loss of any member of our senior management team or our inability to attract and retain highly skilled scientists, clinicians and salespeople could adversely affect our business.

Our success depends on the skills, experience and performance of key members of our senior management team, including Helmy Eltoukhy, our Chief Executive Officer, and AmirAli Talasaz, our President and Chief Operating Officer. The individual and collective efforts of these employees will be important as we continue to develop our platform and additional products, and as we expand our commercial activities. The loss or incapacity of existing members of our executive management team could adversely affect our operations if we experience difficulties in hiring qualified successors. Our executive officers signed offer letters when first joining our company, but do not have employment agreements, and we cannot guarantee their retention for any period of time. We do not maintain “key person” insurance on any of our employees.

Our research and development programs and laboratory operations depend on our ability to attract and retain highly skilled scientists and technicians. We may not be able to attract or retain qualified scientists and technicians in the future due to the competition for qualified personnel among life science businesses, particularly near our headquarters in Redwood City, California. We also face competition from universities and public and private research institutions in recruiting and retaining highly qualified scientific personnel. We may have difficulties locating, recruiting or retaining qualified sales people. Recruiting and retention difficulties can limit our ability to support our research and development and sales programs. All of our employees are at-will, which means that either we or the employee may terminate their employment at any time.

If we were to be sued for product liability or professional liability, we could face substantial liabilities that exceed our resources.

The marketing, sale and use of our products could lead to the filing of product liability claims were someone to allege that our products identified inaccurate or incomplete information regarding the genomic alterations of the tumor or malignancy analyzed, reported inaccurate or incomplete information concerning the available therapies for a certain type of cancer or otherwise failed to perform as designed. We may also be subject to liability for errors in, a misunderstanding of or inappropriate reliance upon, the information we provide in the ordinary course of our business activities. A product liability or professional liability claim could result in substantial damages and be costly and time-consuming for us to defend.

We maintain product and professional liability insurance, but this insurance may not fully protect us from the financial impact of defending against product liability or professional liability claims. Any product liability or professional liability claim brought against us, with or without merit, could increase our insurance rates or prevent us from securing insurance coverage in the future. Additionally, any product liability lawsuit could damage our reputation, or cause current clinical partners to terminate existing agreements and potential clinical partners to seek other partners, any of which could impact our results of operations.  

We are exposed to risks associated with our joint venture with SoftBank, and may not realize the advantages we expect from it.

We have a 50% ownership interest in a joint venture, Guardant Health AMEA, Inc., we formed with SoftBank in May 2018 to accelerate the commercialization of our products in Asia, the Middle East and Africa, with a near-term focus on Japan. However, our joint venture may not be successful in the timeframe we expect, or at all.

Additionally, SoftBank shares a measure of control over the operations of our joint venture. As a result, our investment in our joint venture involves risks that are different from the risks involved in owning facilities and operations independently. These risks include the possibility that our joint venture or SoftBank: has economic or business interests or goals that are or become inconsistent with our economic or business interests or goals; is in a position to take action contrary to our instructions, requests, policies or objectives; subjects our joint venture to liabilities exceeding those contemplated; takes actions that reduce our return on investment; or takes actions that harm our reputation or restrict our ability to run our business.

The joint venture agreement also includes a put-call arrangement. Under certain specified circumstances and on terms specified in the joint venture agreement, SoftBank will have the right to cause us to purchase all such shares of the joint venture, and we will have a similar right to purchase all such shares. Such circumstances include a

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material change in our business model, certain disagreements between SoftBank and us relating to the operation of the joint venture, on each anniversary of our initial public offering and upon a change in control of our company. We are permitted to pay the purchase price for those shares of the joint venture in cash or by issuing to SoftBank and its affiliates a promissory note or shares of our capital stock. The joint venture agreement and the put-call arrangement are described in further detail below in the section entitled “Certain relationships and related party transactions—Joint venture with SoftBank.”

We may acquire other businesses or form other joint ventures or make investments in other companies or technologies that could negatively affect our operating results, dilute our stockholders’ ownership, increase our debt or cause us to incur significant expense.

We may pursue acquisitions of businesses and assets. We also may pursue strategic alliances and additional joint ventures that leverage our Guardant Health Oncology Platform and industry experience to expand our offerings or distribution. We have no experience with acquiring other companies and limited experience with forming strategic partnerships. We may not be able to find suitable partners or acquisition candidates, and we may not be able to complete such transactions on favorable terms, if at all. If we make any acquisitions, we may not be able to integrate these acquisitions successfully into our existing business, and we could assume unknown or contingent liabilities. Any future acquisitions also could result in the incurrence of debt, contingent liabilities or future write-offs of intangible assets or goodwill, any of which could have a material adverse effect on our financial condition, results of operations and cash flows. Integration of an acquired company also may disrupt ongoing operations and require management resources that we would otherwise focus on developing our existing business. We may experience losses related to investments in other companies, which could have a material negative effect on our results of operations and financial condition. We may not realize the anticipated benefits of any acquisition, technology license, strategic alliance or joint venture.

To finance any acquisitions or joint ventures, we may choose to issue shares of our common stock as consideration, which would dilute the ownership of our stockholders. Additional funds may not be available on terms that are favorable to us, or at all. If the price of our common stock is low or volatile, we may not be able to acquire other companies or fund a joint venture project using our stock as consideration.

International expansion of our business exposes us to business, regulatory, political, operational, financial, and economic risks associated with doing business outside of the United States.

We currently have limited international operations, but our business strategy incorporates potentially significant international expansion, including through our joint venture with SoftBank, which we formed to accelerate the commercialization of our products in Asia, the Middle East and Africa, with a near-term focus on Japan.

We plan to maintain distributor relationships, to conduct physician and patient association outreach activities, to extend laboratory capabilities and to expand payer relationships outside of the United States, both directly and through our joint venture. Doing business internationally involves a number of risks, including:

• multiple, conflicting and changing laws and regulations such as privacy regulations, tax laws, export and import restrictions, economic sanctions and embargoes, employment laws, regulatory requirements and other governmental approvals, permits and licenses;

• failure by us, our distributors or our joint venture with SoftBank to obtain regulatory approvals for the use of our products in various countries;

• additional potentially relevant third-party patent rights;

• complexities and difficulties in obtaining intellectual property protection and enforcing our intellectual property;

• difficulties in staffing and managing foreign operations;

• complexities associated with managing multiple payer reimbursement regimes, government payers, or patient self-pay systems;

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• logistics and regulations associated with shipping blood samples, including infrastructure conditions and transportation delays;

• limits in our ability to penetrate international markets if we are not able to conduct our molecular tests locally;

• financial risks, such as longer payment cycles, difficulty collecting accounts receivable, the impact of local and regional financial crises on demand and payment for our products and exposure to foreign currency exchange rate fluctuations;

• natural disasters, political and economic instability, including wars, terrorism, and political unrest, outbreak of disease, boycotts, curtailment of trade and other business restrictions; and

• regulatory and compliance risks that relate to maintaining accurate information and control over sales and distributors’ activities that may fall within the purview of the U.S. Foreign Corrupt Practices Act, or FCPA, its books and records provisions, or its anti-bribery provisions.

Any of these factors could significantly harm our future international expansion and operations and, consequently, our revenue and results of operations.

We could be adversely affected by violations of the FCPA and other worldwide anti-bribery laws.

International customers may currently order Guardant360 and GuardantOMNI, either directly from us or through our joint venture with SoftBank, and we are subject to the FCPA, which prohibits companies and their intermediaries from making payments in violation of law to non-U.S. government officials for the purpose of obtaining or retaining business or securing any other improper advantage. Our reliance on independent distributors to sell Guardant360 and GuardantOMNI internationally demands a high degree of vigilance in maintaining our policy against participation in corrupt activity, because these distributors could be deemed to be our agents and we could be held responsible for their actions. Other U.S. companies in the medical device and biopharmaceutical field have faced criminal penalties under the FCPA for allowing their agents to deviate from appropriate practices in doing business with these individuals. We are also subject to similar anti-bribery laws in the jurisdictions in which we operate, including the United Kingdom’s Bribery Act of 2010, which also prohibits commercial bribery and makes it a crime for companies to fail to prevent bribery. These laws are complex and far-reaching in nature, and, as a result, we cannot assure you that we would not be required in the future to alter one or more of our practices to be in compliance with these laws or any changes in these laws or the interpretation thereof. Any violations of these laws, or allegations of such violations, could disrupt our operations, involve significant management distraction, involve significant costs and expenses, including legal fees and could result in a material adverse effect on our business, prospects, financial condition or results of operations. We could also suffer severe penalties, including criminal and civil penalties, disgorgement and other remedial measures.

Our employees, principal investigators, consultants and commercial partners may engage in misconduct or other improper activities, including non-compliance with regulatory standards and requirements, and insider trading.

We are exposed to the risk of fraud or other misconduct by our employees, principal investigators, consultants and commercial partners. Misconduct by these parties could include intentional failures to comply with the regulations of the FDA and non-U.S. regulators, comply with healthcare fraud and abuse laws and regulations in the United States and abroad, report financial information or data accurately or disclose unauthorized activities to us. In particular, sales, marketing, and business arrangements in the healthcare industry are subject to extensive laws and regulations intended to prevent fraud, misconduct, kickbacks, self-dealing and other abusive practices. These laws and regulations may restrict or prohibit a wide range of pricing, discounting, marketing and promotion, sales commission, customer incentive programs and other business arrangements. Such misconduct could also involve the improper use of information obtained in the course of clinical studies, which could result in regulatory sanctions and cause serious harm to our reputation. We currently have a code of conduct applicable to all of our employees, but it is not always possible to identify and deter employee misconduct, and our code of conduct and the other precautions we take to detect and prevent this activity may not be effective in controlling unknown or unmanaged risks or losses, or in protecting us from governmental investigations or other actions or lawsuits stemming from a failure to comply with these laws or regulations. If any such actions are instituted against us, and we are not successful in defending ourselves or asserting our rights, those actions could result in the imposition of significant

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civil, criminal and administrative penalties, including, without limitation, damages, monetary fines, individual imprisonment, disgorgement of profits, possible exclusion from participation in Medicare, Medicaid and other federal healthcare programs, contractual damages, reputational harm, diminished profits and future earnings, additional reporting or oversight obligations if we become subject to a corporate integrity agreement or other agreement to resolve allegations of non-compliance with the law and curtailment or restructuring of our operations, which could have a significant impact on our business. Whether or not we are successful in defending against such actions or investigations, we could incur substantial costs, including legal fees and divert the attention of management in defending ourselves against any of these claims or investigations.

We may need to raise additional capital to fund our existing operations, develop our platform, commercialize new products or expand our operations.

Based on our current business plan, we believe the net proceeds from this offering, together with our current cash, cash equivalents and marketable securities and anticipated cash flow from operations, will be sufficient to meet our anticipated cash requirements over at least the next 12 months from the date of this prospectus. If our available cash balances, net proceeds from this offering and anticipated cash flow from operations are insufficient to satisfy our liquidity requirements including because of lower demand for our products as a result of lower than currently expected rates of reimbursement from commercial third-party payers and government payers or other risks described in this prospectus, we may seek to sell common or preferred equity or convertible debt securities, enter into a credit facility or another form of third-party funding or seek other debt financing.

We may consider raising additional capital in the future to expand our business, to pursue strategic investments, to take advantage of financing opportunities or for other reasons, including to:

• increase our sales and marketing efforts to drive market adoption of Guardant360 and GuardantOMNI and address competitive developments;

• fund development and marketing efforts of products from our LUNAR-1 or LUNAR-2 programs or any other future products;

• expand our technologies into other types of cancer management and detection products;

• acquire, license or invest in technologies;

• acquire or invest in complementary businesses or assets; and

• finance capital expenditures and general and administrative expenses.

Our present and future funding requirements will depend on many factors, including:

• our ability to achieve revenue growth;

• our rate of progress in establishing payer coverage and reimbursement arrangements with domestic and international commercial third-party payers and government payers;

• the cost of expanding our laboratory operations and offerings, including our sales and marketing efforts;

• our rate of progress in, and cost of the sales and marketing activities associated with, establishing adoption of and reimbursement for Guardant360 and GuardantOMNI;

• our rate of progress in, and cost of research and development activities associated with, products in research and early development;

• the effect of competing technological and market developments;

• costs related to international expansion; and

• the potential cost of and delays in product development as a result of any regulatory oversight applicable to our products.

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The various ways we could raise additional capital carry potential risks. If we raise funds by issuing equity securities, dilution to our stockholders could result. Any preferred equity securities issued also could provide for rights, preferences or privileges senior to those of holders of our common stock. If we raise funds by issuing debt securities, those debt securities would have rights, preferences and privileges senior to those of holders of our common stock. The terms of debt securities issued or borrowings pursuant to a credit agreement could impose significant restrictions on our operations. If we raise funds through collaborations and licensing arrangements, we might be required to relinquish significant rights to our platform technologies or products or grant licenses on terms that are not favorable to us.

We are dependent on third parties for the collection of blood samples for our tests.

We rely on third-party phlebotomy providers, including physician offices, to collect blood samples for our tests. Our current third-party phlebotomy providers may refuse to continue to collect samples for us in the future, in particular if they have agreements or arrangements with one of our competitors to collect samples for their tests, or if the phlebotomy provider is owned or controlled by a laboratory that offers tests that compete with ours. There has been a trend towards consolidation of independent phlebotomy providers. Our competitors have and may in the future acquire independent phlebotomy providers, who may then terminate their relationships with us. If our patients are unable to readily access a phlebotomy provider to collect a blood sample for our tests, we may be unable to compete effectively with other laboratories that have greater access to phlebotomy providers and our business, financial condition and results of operations may be harmed.

In addition, if third-party phlebotomy providers fail to adequately and properly obtain and collect viable blood samples from patients and to properly package and ship the samples to us, our patients and their physicians may experience problems and delays in receiving test results, which could lead to dissatisfaction with our tests, therefore harming our reputation and adversely affecting our business, financial condition and results of operations. Similarly, our contracts with third-party phlebotomy providers to collect blood could be scrutinized under federal and state healthcare laws such as the federal Anti-Kickback Statute, or AKS, and the federal prohibition against physician self-referral law, or Stark Law, to the extent these services provide a financial benefit or relieve a financial burden for a potential referral source, or are subsequently found not to be for fair market value. If our operations are found to be in violation of any of these laws and regulations, we may be subject to administrative, civil and criminal penalties, damages, fines, individual imprisonment, exclusion from participation in federal healthcare programs, refunding of payments received by us, and curtailment or cessation of our operations, any of which could harm our reputation and adversely affect our business, financial condition and results of operations.

We rely on commercial courier delivery services to transport samples to our laboratory facility in a timely and cost-efficient manner and if these delivery services are disrupted, our business will be harmed.

Our business depends on our ability to quickly and reliably deliver test results to our customers. Blood samples are typically received within days from the United States and outside the United States for analysis at our Redwood City, California facility. Disruptions in delivery service, whether due to labor disruptions, bad weather, natural disaster, terrorist acts or threats or for other reasons could adversely affect specimen integrity and our ability to process samples in a timely manner and to service our customers, and ultimately our reputation and our business. In addition, if we are unable to continue to obtain expedited delivery services on commercially reasonable terms, our operating results may be adversely affected.

Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited.

We have incurred net losses since our inception and we may never achieve or sustain profitability. Generally, losses incurred will carry forward until such losses expire (for losses generated prior to January 1, 2018) or are used to offset future taxable income, if any. Under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, if a corporation undergoes an “ownership change,” generally defined as a greater than 50 percentage point change (by value) in its equity ownership by certain stockholders over a three-year period, the corporation’s ability to use its pre-change net operating loss, or NOL, carryforwards and other pre-change tax attributes (such as research tax credits) to offset its post-change income or taxes may be limited. We have not completed a study to assess whether an ownership change for purposes of Section 382 or 383 has occurred, or whether there have been

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multiple ownership changes since our inception. We may have experienced ownership changes in the past and may experience ownership changes in the future as a result of shifts in our stock ownership (some of which shifts are outside our control), including in connection with this offering. As a result, if we earn net taxable income, our ability to use our pre-change NOL carryforwards to offset such taxable income will be subject to limitations. Similar provisions of state tax law may also apply to limit our use of accumulated state tax attributes. As a result, even if we attain profitability, we may be unable to use a material portion of our NOL carryforwards and other tax attributes, which could adversely affect our future cash flows.

We have not yet determined the consequences to our business of the Tax Cuts and Jobs Act, which could have a material impact on the value of our deferred tax assets and could increase our future U.S. tax expense. For example, the new tax laws impose an 80% limitation on the use of net operating losses that were generated in tax years beginning after December 31, 2017, creating the risk that net operating losses generated in the future could expire unused and be unavailable to offset future income tax liabilities.

Risks related to government regulation

We conduct business in a heavily regulated industry, and changes in regulations or violations of regulations may, directly or indirectly, reduce our revenue, adversely affect our results of operations and financial condition and harm our business.

The clinical laboratory testing industry is highly regulated, and there can be no assurance that the regulatory environment in which we operate will not change significantly and adversely to us in the future. Areas of the regulatory environment that may affect our ability to conduct business include, without limitation:

• federal and state laws applicable to test ordering, documentation of tests ordered, billing practices and claims payment and/or regulatory agencies enforcing those laws and regulations;

• federal and state fraud and abuse laws;

• federal and state laboratory anti-mark-up laws;

• coverage and reimbursement levels by Medicare, Medicaid, other governmental payers and private insurers;

• restrictions on coverage of and reimbursement for tests;

• federal and state laws governing laboratory testing, including CLIA, and state licensing laws;

• federal and state laws and enforcement policies governing the development, use and distribution of diagnostic medical devices, including laboratory developed tests, or LDTs;

• federal, state and local laws governing the handling and disposal of medical and hazardous waste;

• federal and state Occupational Safety and Health Administration rules and regulations; and

• the Health Insurance Portability and Accountability Act of 1996, or HIPAA, and similar state data privacy laws.

In particular, the laws and regulations governing the marketing of clinical laboratory tests are extremely complex and in many instances there are no significant regulatory or judicial interpretations of these laws and regulations. For example, some of our clinical laboratory tests are, or may in the future be, actively regulated by the FDA pursuant to the medical device provisions of the Federal Food, Drug and Cosmetic Act, or FDCA. The FDA defines a medical device to include any instrument, apparatus, implement, machine, contrivance, implant, in vitro reagent or other similar or related article, including a component, part or accessory, intended for use in the diagnosis of disease or other conditions, or in the cure, mitigation, treatment or prevention of disease, in man or other animals. Our clinical laboratory tests are in vitro diagnostic products that are considered by the FDA to be medical devices. Among other things, pursuant to the FDCA and its implementing regulations, the FDA regulates the research, design, testing, manufacturing, safety, labeling, storage, recordkeeping, premarket clearance or approval, marketing and promotion and sales and distribution of medical devices in the United States to ensure that medical devices distributed domestically are safe and effective for their intended uses. In addition, the FDA regulates the

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import and export of medical devices. If we do not comply with these requirements or later become subject to these requirements and fail to adequately comply, our business operations may be harmed.

Our tests are currently marketed as LDTs, and future changes in FDA enforcement discretion for LDTs could subject our operations to much more significant regulatory requirements.

The FDA has a policy of enforcement discretion with respect to LDTs whereby the FDA does not actively enforce its regulatory requirements for such tests. However, the FDA has stated its intention to modify its enforcement discretion policy with respect to LDTs. If there are changes in FDA policy, we may become subject to extensive regulatory requirements and may be required to conduct additional clinical trials prior to continuing to sell our existing tests or launching any other tests we may develop. This may increase the cost of conducting, or otherwise harm, our business. Even if FDA does not modify its policy of enforcement discretion, the FDA may disagree that we are marketing our LDTs within the scope of its policy of enforcement discretion and may impose significant regulatory requirements.

We currently market our Guardant360 test as an LDT. While we believe that we are currently in material compliance with applicable laws and regulations as historically enforced by the FDA, we cannot assure you that the FDA will agree with our determination, and a determination that we have violated these laws and regulations, or a public announcement that we are being investigated for possible violations, could adversely affect our business, prospects, results of operations or financial condition.

In addition, on July 31, 2014, the FDA notified Congress of its intent to modify, in a risk-based manner, its policy of enforcement discretion with respect to LDTs. On October 3, 2014, FDA issued two draft guidances, entitled “Framework for Regulatory Oversight of Laboratory Developed Tests (LDTs),” or the Framework Guidance, and “FDA Notification and Medical Device Reporting for Laboratory Developed Tests (LDTs).” The Framework Guidance stated that the FDA intended to modify its policy of enforcement discretion with respect to LDTs in a risk-based manner consistent with the existing classification of medical devices. Thus, pursuant to the Framework Guidance, the FDA planned to begin to enforce its medical device requirements, including premarket submission requirements, on LDTs that have historically been marketed without FDA premarket review and oversight. Although the FDA halted finalization of the guidance in November 2016 to allow for further public discussion on an appropriate oversight approach to LDTs and to give congressional authorizing committees the opportunity to develop a legislative solution, the FDA could ultimately modify its current approach to LDTs in a way that would subject our products marketed as LDTs to the enforcement of regulatory requirements. If and when such changes to the regulatory framework occur, we could for the first time be subject to enforcement of regulatory requirements as a device manufacturer such as registration and listing requirements, medical device reporting requirements and the requirements of the FDA’s Quality System Regulation. Additionally, if and when the FDA begins to actively enforce its premarket submission regulations with respect to LDTs, we may be required to obtain premarket clearance or approval for our Guardant360 and any other products we plan to commercialize as an LDT.

There is no guarantee that the FDA will grant 510(k) clearance or PMA approval of our future products and failure to obtain necessary clearances or approvals for our future products would adversely affect our ability to grow our business

Before we begin to label and market our products for use as clinical diagnostics in the United States, including as companion diagnostics, we may be required to obtain FDA either 510(k) clearance or PMA from the FDA, unless an exemption applies or FDA exercises its enforcement discretion and refrains from enforcing its requirements. For example, the FDA has a policy of refraining from enforcing its medical device requirements with respect to LDTs which the FDA considers to be a type of in vitro diagnostic test that is designed, manufactured and used within a single laboratory. Although we market our Guardant360 test as an LDT pursuant to FDA’s policy of enforcement discretion, we intend to seek approval of Guardant360 through a PMA and may pursue approval of other tests we develop and offer.

The process of obtaining PMA approval is much more rigorous, costly, lengthy and uncertain than the 510(k) clearance process. In the PMA approval process, the FDA must determine that a proposed device is safe and effective for its intended use based, in part, on extensive data, including, but not limited to, technical, pre-clinical, clinical trial, manufacturing and labeling data. In the 510(k) clearance process, the FDA must determine that a

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proposed device is “substantially equivalent” to a device legally on the market, known as a “predicate” device, in order to clear the proposed device for marketing. To be “substantially equivalent,” the proposed device must have the same intended use as the predicate device, and either have the same technological characteristics as the predicate device or have different technological characteristics and not raise different questions of safety or effectiveness than the predicate device. Clinical data is sometimes required to support substantial equivalence.

The FDA’s 510(k) clearance process usually takes from three to 12 months from submission, but may last longer. The process of obtaining a PMA generally takes from one to three years, or even longer, from the time the PMA is submitted to the FDA until an approval is obtained. Any delay or failure to obtain necessary regulatory approvals or clearances would have a material adverse effect on our business, financial condition and prospects.

The FDA can delay, limit or deny clearance or approval of a device for many reasons, including:

• our inability to demonstrate to the satisfaction of the FDA that our products are safe or effective for their intended uses;

• the disagreement of the FDA with the design, conduct or implementation of our clinical trials or the analysis or interpretation of data from pre-clinical studies or clinical trials;

• serious and unexpected adverse device effects experienced by participants in our clinical trials;

• the data from our pre-clinical studies and clinical trials may be insufficient to support clearance or approval, where required;

• our inability to demonstrate that the clinical and other benefits of the device outweigh the risks;

• an advisory committee, if convened by the FDA, may recommend against approval of our PMA or other application or may recommend that the FDA require, as a condition of approval, additional preclinical studies or clinical trials, limitations on approved labeling or distribution and use restrictions, or even if an advisory committee, if convened, makes a favorable recommendation, the FDA may still not approve the product;

• the FDA may identify deficiencies in our marketing application, and in our manufacturing processes, facilities or analytical methods or those of our third-party contract manufacturers;

• the potential for approval policies or regulations of the FDA or applicable foreign regulatory bodies to change significantly in a manner rendering our clinical data or regulatory filings insufficient for clearance or approval; and

• the FDA or foreign regulatory authorities may audit our clinical trial data and conclude that the data is not sufficiently reliable to support a PMA application.

If we are unable to obtain approval for any tests for which we plan to seek approval, our business may be harmed.

Modifications to our FDA-cleared or approved products may require new 510(k) clearances or premarket approvals, or may require us to cease marketing or recall the modified products until clearances are obtained.

For any product approved pursuant to a PMA, we are required to seek supplemental approval for many types of changes to the approved product. The FDA requires manufacturers in the first instance to determine whether a PMA supplement or other regulatory filing is needed or whether the change may be reported via the PMA Annual Report. Similarly, any modification to a 510(k)-cleared device that could significantly affect its safety or effectiveness, or that would constitute a major change in its intended use, design, or manufacture, requires a new 510(k) clearance or, possibly, approval of a PMA. The FDA requires every manufacturer to make this determination in the first instance, but the FDA may review any manufacturer’s decision. The FDA may not agree with our decisions regarding whether new clearances or approvals are necessary.

If the FDA disagrees with our determination and requires us to seek new PMA approvals or 510(k) clearances for modifications to our previously approved or cleared products for which we have concluded that new approvals or clearances are unnecessary, we may be required to cease marketing or distribution of our products or to recall the

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modified product until we obtain approval or clearance, and we may be subject to significant regulatory fines or penalties.

If third-party payers, including commercial payers and government healthcare programs, do not provide coverage of, or adequate reimbursement for, our tests, our commercial success will be negatively affected.

Our revenue depends on achieving broad coverage and reimbursement for our tests from payers, including both commercial and government payers. If payers do not provide coverage of, or do not provide adequate reimbursement for, a substantial portion of the price of our tests, we may need to seek payment from the patient, which may adversely affect demand for our tests. Coverage determinations by a payer may depend on a number of factors, including but not limited to a payer’s determination that a test is appropriate, medically necessary or cost-effective. If we are unable to provide payers with sufficient evidence of the clinical utility and validity of our test, they may not provide coverage, or may provide limited coverage, which will adversely affect our revenues and our ability to succeed. To the extent that more competitors enter our markets, the availability of coverage and the reimbursement rate for our tests may decrease as we encounter pricing pressure from our competitors.

Since each payer makes its own decision as to whether to establish a policy to cover our tests, enter into a contract with us and set the amount it will reimburse for a test, these negotiations are a time-consuming and costly process, and they do not guarantee that the payer will provide adequate coverage or reimbursement for our tests. In addition, the determinations by a payer whether to cover our test and the amount it will reimburse for them are often made on an indication-by-indication basis. In cases where there is no coverage policy or we do not have a contracted rate for reimbursement as a participating provider, the patient is typically responsible for a greater share of the cost of the test, which may result in further delay of our revenue, increase our collection costs or decrease the likelihood of collection. Our financial assistance program for indigent patients under which we provide tests without charge to certain uninsured low-income patients, the Guardant Access Fee Assistance Program, may result in payers requiring us to provide evidence of eligibility of such patients to pay reduced out of pocket amounts.

Our claims for reimbursement from payers may be denied upon submission, and we may need to take additional steps to receive payment, such as appealing the denials. Such appeals and other processes are time-consuming and expensive, and may not result in payment. Payers may perform audits of historically paid claims and attempt to recoup funds years after the funds were initially distributed if the payers believe the funds were paid in error or determine that our tests were medically unnecessary. If a payer audits our claims and issues a negative audit finding, and we are not able to overturn the audit findings through appeal, the recoupment may result in a material adverse effect on our revenue. Additionally, in some cases commercial payers for whom we are not a participating provider may elect at any time to review claims previously paid and determine the amount they paid was too much. In these situations, the payer will typically notify us of their decision and then offset whatever amount they determine they overpaid against amounts they owe us on current claims. We do not have a mechanism to dispute these retroactive adjustments and we cannot predict when, or how often, a payer might engage in these reviews.

Although we are an in-network participating provider with some commercial health plans, including Cigna, Blue Cross Blue Shield of Illinois, Blue Cross Blue Shield of South Carolina and Blue Cross Blue Shield of Massachusetts, certain large, national commercial payers, including Anthem, Aetna and Humana, have issued non-coverage policies that treat both tissue and liquid CGP testing, including Guardant360, as experimental or investigational at this time. If we are not successful in obtaining coverage from payers, in reversing existing non-coverage policies, or if other third-party payers issue similar non-coverage policies, this could have a material adverse effect on our business and operations.

In March 2018, the Centers for Medicare and Medicaid Services, or CMS, issued a Decision Memorandum for diagnostic laboratory tests using next generation sequencing, or the NGS Decision Memorandum, such as ours, for Medicare beneficiaries with advanced cancer. In the NGS Decision Memorandum, CMS states that such tests are reasonably necessary and covered nationally, when: (1) performed in a CLIA-certified laboratory, (2) ordered by a treating physician, (3) the patient meets certain clinical and treatment criteria, (4) the test is approved or cleared by the FDA as a companion in vitro diagnostic for an FDA approved or cleared indication for use in that patient’s cancer, and (5) results are provided to the treating physician for management of the patient using a report template to specify treatment options. The NGS Decision Memorandum also states that each Medicare Administrative Contractor may determine coverage of other next generation sequencing tests for patients with

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advanced cancer only when the test is performed by a CLIA-certified laboratory, ordered by a treating physician and the patient meets the same clinical and treatment criteria required of nationally covered next generation sequencing tests under the NGS Decision Memorandum.

In July 2018, Palmetto GBA, the Medicare Administrative Contractor, or MAC, responsible for administering Medicare’s molecular diagnostic services program, issued a local coverage determination, or LCD, for Guardant360 for non-small cell lung cancer patients who meet certain clinical criteria. We worked with Palmetto GBA to obtain this positive coverage decision through the submission of a detailed dossier of analytical and clinical data to substantiate that the test meets Medicare’s medical necessity requirements. Medicare reimbursement rates have not yet been finalized for this test. Noridian Healthcare Solutions, the MAC responsible for adjudicating claims in California, where our laboratory is located, is a participant in Medicare’s molecular diagnostic services program, but has not yet finalized its LCD for Guardant360.

Under Medicare, payment for laboratory tests like ours is generally made under the Clinical Laboratory Fee Schedule, or CLFS, with payment amounts assigned to specific procedure billing codes. In April 2014, Congress passed the Protecting Access to Medicare Act of 2014, or PAMA, which included substantial changes to the way in which clinical laboratory services are paid under Medicare. Under PAMA, laboratories that receive the majority of their Medicare revenue from payments made under the CLFS were required to report to CMS, beginning in 2017 and every three years thereafter (or annually for “advanced diagnostic laboratory tests”), commercial payer payment rates and volumes for each test they perform. CMS uses this data to calculate a weighted median payment rate for each test, which will be used to establish revised Medicare CLFS reimbursement rates for the test. Laboratories that fail to report the required payment information may be subject to substantial civil monetary penalties. When we begin billing Medicare for our tests, we expect to be subject to reporting requirements under PAMA. For tests furnished on or after January 1, 2018, Medicare payments for clinical diagnostic laboratory tests are based upon these reported commercial payer rates. If we are unable to obtain and maintain adequate reimbursement rates from commercial payers, this may adversely affect our Medicare rate. We do not believe that our tests meet the current definition of advanced diagnostic laboratory tests, and therefore we believe we will be required to report commercial payer rates for our tests every three years.It is unclear what impact new pricing structures, such as those adopted under PAMA, may have on our business, financial condition, results of operations or cash flows.

The U.S. federal government continues to show significant interest in pursuing health care reform and reducing health care costs. Similarly, commercial third-party payers may seek to reduce costs by reducing coverage or reimbursement for our tests. Any government-adopted reform measures or changes to commercial third-party payer coverage and reimbursement policies could cause significant pressure on the pricing of, and reimbursement for, health care products and services, including our tests, which could decrease demand for our tests, and adversely affect our sales and revenue.

In addition, some payers have implemented, or are in the process of implementing, laboratory benefit management programs, often using third-party benefit managers to manage these programs. The stated goals of these programs are to help improve the quality of outpatient laboratory services, support evidence-based guidelines for patient care and lower costs. The impact on laboratories, such as ours, of active laboratory benefit management by third parties is unclear, and we expect that it would have a negative impact on our revenue in the short term. It is possible that payers will resist reimbursement for tests that we offer, in favor of less expensive tests, may require pre-approval for our tests or may impose additional pricing pressure on and substantial administrative burden for reimbursement for our tests. We expect to continue to focus substantial resources on increasing adoption of, and coverage and reimbursement for, our current tests and any future tests we may develop. We believe it may take several years to achieve broad coverage and adequate contracted reimbursement with a majority of payers for our tests. However, we cannot predict whether, under what circumstances, or at what payment levels payers will cover and reimburse our tests. If we fail to establish and maintain broad adoption of, and coverage and reimbursement for, our tests, our ability to generate revenue could be harmed and our future prospects and our business could suffer.

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Our products may in the future be subject to product recalls. A recall of our products, either voluntarily or at the direction of the FDA or another governmental authority, or the discovery of serious safety issues with our products, could have a significant adverse impact on us.

The FDA has the authority to require the recall of commercialized products that are subject to FDA regulation in the event of material deficiencies or defects in design or manufacture. The authority to require a recall must be based on an FDA finding that there is reasonable probability that the device would cause serious, adverse health consequences or death. Manufacturers may, under their own initiative, recall a product if any material deficiency in a device is found. The FDA requires that certain classifications of recalls be reported to the FDA within ten working days after the recall is initiated. If we obtain FDA approval for one of our tests, a government-mandated or voluntary recall by us or one of our distributors could occur as a result of an unacceptable risk to health, component failures, malfunctions, manufacturing errors, design or labeling defects or other deficiencies and issues. Recalls of any of our products would divert managerial and financial resources and have an adverse effect on our reputation, results of operations and financial condition, which could impair our ability to produce our products in a cost-effective and timely manner in order to meet our customers’ demands. We may also be subject to liability claims, be required to bear other costs or take other actions that may have a negative impact on our future sales and our ability to generate profits. Companies are required to maintain certain records of recalls, even if they are not reportable to the FDA. We may initiate voluntary recalls involving our products in the future that we determine do not require notification of the FDA. If the FDA disagrees with our determinations, they could require us to report those actions as recalls. A future recall announcement could harm our reputation with customers and negatively affect our sales. In addition, the FDA could take enforcement action for failing to report the recalls when they were conducted.

If we initiate a correction or removal for one of our devices, issue a safety alert or undertake a field action or recall to reduce a risk to health posed by the device, this could lead to increased scrutiny by the FDA and our customers regarding the quality and safety of our tests and to negative publicity, including FDA alerts, press releases or administrative or judicial actions. Furthermore, the submission of these reports has been and could be used by competitors against us in competitive situations and cause customers to delay purchase decisions or cancel orders, which would harm our reputation.

Clinical development involves a lengthy and expensive process with an uncertain outcome, and results of earlier studies and trials may not be predictive of future trial results.

Our ongoing research and development and clinical trial activities are subject to extensive regulation and review by numerous governmental authorities both in the United States and abroad. We are currently conducting pre-and post-market clinical studies of some of our tests. In the future we may conduct clinical trials to support approval of new products. Clinical studies may need to be conducted in compliance with FDA regulations or the FDA may take enforcement action. The data collected from these clinical studies may ultimately be used to support marketing authorization for these products. Even if our clinical trials are completed as planned, we cannot be certain that their results will support our product candidate claims or that the FDA or foreign authorities and Notified Bodies will agree with our conclusions regarding them. Success in pre-clinical studies and early clinical trials does not ensure that later clinical trials will be successful, and we cannot be sure that the later trials will replicate the results of prior trials and pre-clinical studies. The clinical trial process may fail to demonstrate that our tests are safe and effective for the proposed indicated uses, which could cause us to abandon development of our tests and may delay development of others. Any delay or termination of our clinical trials will delay the filing of our product submissions and, ultimately, may impact our ability to commercialize our tests and generate revenues.

Many of the factors that may cause or lead to a delay in the commencement or completion of clinical trials may also ultimately lead to delay or denial of regulatory clearance or approval. The commencement of clinical trials may be delayed due to insufficient patient enrollment, which is a function of many factors, including the size of the patient population, the nature of the protocol, the proximity of patients to clinical sites and the eligibility criteria for the clinical trial.

We may find it necessary to engage contract research organizations to perform data collection and analysis and other aspects of our clinical trials, which might increase the cost and complexity of our trials. We may also depend on clinical investigators, medical institutions and contract research organizations to perform the trials, and would

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control only certain aspects of their activities. Nevertheless, we would be responsible for ensuring that each of our trials is conducted in accordance with the applicable protocol, legal, regulatory and scientific standards, and our reliance on these third parties would not relieve us of our regulatory responsibilities. We and our third-party contractors are required to comply with good clinical practices, or GCPs, which are regulations and guidelines enforced by the FDA, and comparable regulations enforced by foreign regulatory authorities for products in clinical development. Regulatory authorities enforce these GCPs through periodic inspections of trial sponsors, principal investigators and trial sites. If we or any third-party contractor fails to comply with applicable GCPs, the clinical data generated in clinical trials may be deemed unreliable and the FDA or comparable foreign regulatory authorities may require us to perform additional clinical trials before clearing or approving our marketing applications. A failure to comply with these regulations may require us to repeat clinical trials, which would delay the regulatory clearance or approval process. In addition, if these parties do not successfully carry out their contractual duties or obligations or meet expected deadlines, or if the quality, completeness or accuracy of the clinical data they obtain is compromised due to the failure to adhere to our clinical protocols or for other reasons, our clinical trials may have to be extended, delayed or terminated.

Many of these factors would be beyond our control. We may not be able to undertake additional trials, repeat trials or enter into new arrangements with third parties without undue delays or considerable expenditures. If there are delays in testing or clearances or approvals as a result of the failure to perform by third parties, our research and development costs would increase and we may not be able to obtain regulatory clearance or approval for our tests. In addition, we may not be able to establish or maintain relationships with these parties on favorable terms, if at all. Each of these outcomes would harm our ability to market our tests, or to achieve sustained profitability.

Our “research use only” products for the life sciences market could become subject to more onerous regulation by the FDA or other regulatory agencies in the future which could increase our costs and delay our commercialization efforts, thereby materially and adversely affecting our life sciences business and results of operations.

In the United States, our GuardantOMNI product is currently labeled and sold for research use only, or RUO, and not for the clinical diagnostic purposes. We sell this product to a variety of parties, including biopharmaceutical companies. Because such products are not intended for use in clinical practice, and the products cannot include clinical or diagnostic claims, they are exempt from many regulatory requirements otherwise applicable to medical devices. In particular, while the FDA regulations require that RUO products be labeled, “For Research Use Only. Not for use in diagnostic procedures,” the regulations do not subject such products to the FDA’s pre- and post-market controls for medical devices.

A significant change in the laws governing RUO products or how they are enforced may require us to change our business model in order to maintain compliance. For instance, in November 2013 the FDA issued a guidance document entitled “Distribution of In Vitro Diagnostic Products Labeled for Research Use Only or Investigational Use Only,” or the RUO Guidance, which highlights the FDA’s interpretation that distribution of RUO products with any labeling, advertising or promotion that suggests that clinical laboratories can validate the test through their own procedures and subsequently offer it for clinical diagnostic use as an LDT is in conflict with RUO status. The RUO Guidance further articulates the FDA’s position that any assistance offered in performing clinical validation or verification, or similar specialized technical support, to clinical laboratories, is in conflict with RUO status. If we engage in any activities that the FDA deems to be in conflict with the RUO status held by the products that we sell, we may be subject to immediate, severe and broad FDA enforcement action that would adversely affect our ability to continue operations. Accordingly, if the FDA finds that we are distributing our RUO products in a manner that is inconsistent with its guidance, we may be forced to stop distribution of our RUO tests until we are in compliance, which would reduce our revenues, increase our costs and adversely affect our business, prospects, results of operations and financial condition.

In the event that the FDA requires marketing authorization of our RUO products in the future, there can be no assurance that the FDA will ultimately grant any clearance or approval requested by us in a timely manner, or at all.

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Even if we receive FDA approval of Guardant360 or any of our other product candidates, we will continue to be subject to extensive FDA regulatory oversight.

Medical devices are subject to extensive regulation by the FDA in the United States and by regulatory agencies in other countries where we do business. If any of our products are approved by the FDA, we will be required to timely file various reports. If these reports are not filed timely, regulators may impose sanctions and sales of our products may suffer, and we may be subject to product liability or regulatory enforcement actions, all of which could harm our business.

In addition, as a condition of approving a PMA application, the FDA may also require some form of post-approval study or post-market surveillance, whereby the applicant conducts a follow-up study or follows certain patient groups for a number of years and makes periodic reports to the FDA on the clinical status of those patients when necessary to protect the public health or to provide additional safety and effectiveness data for the device. The product labeling must be updated and submitted in a PMA supplement as results, including any adverse event data from the post-approval study, become available. Failure to conduct post-approval studies in compliance with applicable regulations or to timely complete required post-approval studies or comply with other post-approval requirements could result in withdrawal of approval of the PMA, which would harm our business.

The FDA and the Federal Trade Commission, or FTC, also regulate the advertising and promotion of medical devices to ensure that the claims made are consistent with the applicable marketing authorizations, that there are adequate and reasonable data to substantiate the claims and that the promotional labeling and advertising is neither false nor misleading in any respect. If the FDA or FTC determines that any of our advertising or promotional claims are false, misleading, not substantiated or not permissible, we may be subject to enforcement actions, including Warning Letters, and we may be required to revise our promotional claims and make other corrections or restitutions.

The FDA and state authorities have broad enforcement powers. Our failure to comply with applicable regulatory requirements could result in enforcement action by the FDA or state agencies, which may include any of the following sanctions:

• adverse publicity, warning letters, untitled letters, fines, injunctions, consent decrees and civil penalties;

• repair, replacement, refunds, recalls, termination of distribution, administrative detention or seizures of our products;

• operating restrictions, partial suspension or total shutdown of production;

• customer notifications or repair, replacement or refunds;

• refusing our requests for 510(k) clearance or PMA approvals or foreign regulatory approvals of new products, new intended uses or modifications to existing products;

• withdrawals of current 510(k) clearances or PMAs or foreign regulatory approvals, resulting in prohibitions on sales of our products;

• FDA refusal to issue certificates to foreign governments needed to export products for sale in other countries; and

• criminal prosecution.

Any of these sanctions could also result in higher than anticipated costs or lower than anticipated sales and have a material adverse effect on our reputation, business, results of operations and financial condition.

In addition, the FDA’s and other regulatory authorities’ policies may change and additional government regulations may be enacted that could prevent, limit or delay regulatory approval of our product candidates. For example, in December 2016, the 21st Century Cures Act, or Cures Act, was signed into law. The Cures Act, among other things, is intended to modernize the regulation of medical devices and spur innovation, but its ultimate implementation is unclear. If we are slow or unable to adapt to changes in existing requirements or the adoption of new requirements

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or policies, or if we are not able to maintain regulatory compliance, we may lose any marketing approval that we may have obtained and we may not achieve or sustain profitability, which would adversely affect our business, prospects, financial condition and results of operations.

We also cannot predict the likelihood, nature or extent of government regulation that may arise from future legislation or administrative or executive action, either in the United States or abroad. For example, certain policies of the Trump administration may impact our business and industry. Namely, the Trump administration has taken several executive actions, including the issuance of a number of executive orders, that could impose significant burdens on, or otherwise materially delay, FDA’s ability to engage in routine regulatory and oversight activities such as implementing statutes through rulemaking, issuance of guidance and review and approval of marketing applications. It is difficult to predict how these executive actions, will be implemented, and the extent to which they will affect the FDA’s ability to exercise its regulatory authority. If these executive actions impose constraints on FDA’s ability to engage in oversight and implementation activities in the normal course, our business may be negatively impacted.

Failure to comply with federal, state and foreign laboratory licensing requirements and the applicable requirements of the FDA or any other regulatory authority, could cause us to lose the ability to perform our tests, experience disruptions to our business, or become subject to administrative or judicial sanctions.

We are subject to CLIA, a federal law that regulates clinical laboratories that perform testing on specimens derived from humans for the purpose of providing information for the diagnosis, prevention or treatment of disease. CLIA regulations establish specific standards with respect to personnel qualifications, facility administration, proficiency testing, quality control, quality assurance and inspections. Any testing subject to CLIA regulation must be performed in a CLIA certified lab. CLIA certification is also required in order for us to be eligible to bill state and federal healthcare programs, as well as commercial payers, for our tests. We have a current CLIA certificate to conduct our tests at our clinical reference laboratory in Redwood City. To maintain this certificate, we are subject to survey and inspection every two years. Moreover, CLIA inspectors may make random inspections of our laboratory from time to time.

We are also required to maintain a California clinical laboratory license to conduct testing in California. California laboratory laws establish standards for day-to-day operation of our clinical laboratory in Redwood City, California, including the training and skills required of personnel and quality control. In addition, some other states require our California laboratory to be licensed in the state in order to test specimens from those states. In addition to California, our laboratory is licensed by Florida, Maryland, Pennsylvania, Rhode Island and New York. Other states may have similar requirements or may adopt similar requirements in the future. Although we have obtained licenses from states where we believe we are required to be licensed, we may become aware of other states that require out-of-state laboratories to obtain licensure in order to accept specimens from the state, and it is possible that other states currently have such requirements or will have such requirements in the future.

In order to test specimens from New York, LDTs must be approved by the New York State Department of Health, or NYSDOH, on a product-by-product basis before they are offered, and the Guardant360 has been approved by NYSDOH. We are subject to periodic inspection by the NYSDOH and are required to demonstrate ongoing compliance with NYSDOH regulations and standards. To the extent NYSDOH identified any non-compliance and we are unable to implement satisfactory corrective actions to remedy such non-compliance, the State of New York could withdraw approval for our tests. We will need to seek NYSDOH approval of any future LDTs we develop and want to offer for clinical testing to New York residents, and there can be no assurance that we will be able to obtain such approval.

We may also be subject to regulation in foreign jurisdictions as we seek to expand international utilization of our tests or such jurisdictions adopt new licensure requirements, which may require review of our tests in order to offer them or may have other limitations such as restrictions on the transport of human blood necessary for us to perform our tests that may limit our ability to make our tests available outside of the United States. Complying with licensure requirements in new jurisdictions may be expensive, time-consuming and subject us to significant and unanticipated delays.

The College of American Pathologists, or CAP, maintains a clinical laboratory accreditation program. While not required to operate a CLIA-certified laboratory, many private insurers require CAP accreditation as a condition to

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contracting with clinical laboratories to cover their tests. In addition, some countries outside the United States require CAP accreditation as a condition to permitting clinical laboratories to test samples taken from their citizens. In 2014, we obtained CAP accreditation for our Redwood City, California laboratory, and the laboratory is surveyed for compliance with CAP standards every two years in order to maintain accreditation. Failure to maintain CAP accreditation could have a material adverse effect on the sales of our tests and the results of our operations.

Failure to comply with applicable clinical laboratory licensure requirements may result in a range of enforcement actions, including suspension, limitation or revocation of our CLIA certificate and/or state licenses, imposition of a directed plan of action, onsite monitoring, civil monetary penalties, criminal sanctions and revocation of the laboratory’s approval to receive Medicare and Medicaid payment for its services, as well as significant adverse publicity. Any sanction imposed under CLIA, its implementing regulations, or state or foreign laws or regulations governing clinical laboratory licensure or our failure to renew our CLIA certificate, a state or foreign license or accreditation, could have a material adverse effect on our business, financial condition and results of operations. Even if we were able to bring our laboratory back into compliance, we could incur significant expenses and potentially lose revenue in doing so.

We are subject to numerous federal and state healthcare statutes and regulations; complying with laws pertaining to our business is an expensive and time-consuming process, and any failure to comply could result in substantial penalties and a material adverse effect to our business and operations.

Our operations are subject to other extensive federal, state, local and foreign laws and regulations, all of which are subject to change. These laws and regulations currently include, among others:

• the AKS, which prohibits knowingly and willfully offering, paying, soliciting or receiving remuneration, directly or indirectly, overtly or covertly, in cash or in kind (e.g. provision of free blood sample tubes), in return for or to induce such person to refer an individual, or to purchase, lease, order, arrange for or recommend purchasing, leasing or ordering, any good, facility, item or service that is reimbursable, in whole or in part, under a federal healthcare program. The term ‘‘remuneration’’ has been broadly interpreted to include anything of value, including stock or stock options, and phlebotomy kits. Although there are a number of statutory exceptions and regulatory safe harbors protecting certain common activities from prosecution or other regulatory sanctions, the exceptions and safe harbors are drawn narrowly, and practices that involve remuneration that are alleged to be intended to induce referrals, purchases or recommendations of covered items or services may be subject to scrutiny if they do not qualify for an exception or safe harbor. Failure to meet all of the requirements of a particular applicable statutory exception or regulatory safe harbor does not make the conduct per se illegal under the AKS. Instead, the legality of the arrangement will be evaluated on a case-by-case basis based on a cumulative review of all its facts and circumstances. Several courts have interpreted the statute’s intent requirement to mean that if any one purpose of an arrangement involving remuneration is to induce referrals of federal healthcare covered business, the AKS has been violated. Moreover, a person or entity does not need to have actual knowledge of the statute or specific intent to violate it in order to have committed a violation. Violations are also subject to civil monetary penalties of up to $74,792 for each violation, plus up to three times the remuneration involved. Civil penalties for such conduct can further be assessed under the federal False Claims Act, or FCA. Violations of the AKS may also result in civil and criminal penalties, including criminal fines of up to $100,000 and imprisonment of up to ten years, and exclusion from Medicare, Medicaid or other governmental programs. In addition, the government may assert that a claim including items or services resulting from a violation of the AKS constitutes a false or fraudulent claim for purposes of the federal False Claims Act;

• the Stark Law, which prohibits a physician from making a referral for certain designated health services covered by the Medicare or Medicaid program, including laboratory and pathology services, if the physician or an immediate family member of the physician has a financial relationship with the entity providing the designated health services and prohibits that entity from billing, presenting or causing to be presented a claim for the designated health services furnished pursuant to the prohibited referral, unless an exception applies. Sanctions for violating the Stark Law include denial of payment, civil monetary penalties of up to $24,253 per claim submitted and exclusion from the federal health care programs. Failure to refund amounts received as a result of a prohibited referral on a timely basis may constitute a false or fraudulent claim and may result in civil

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penalties and additional penalties under the FCA. The statute also provides for a penalty of up to $161,692 for a circumvention scheme;

• federal and state “Anti-Markup” rules, which, among other things, typically prohibit a physician or supplier billing for clinical lab tests from marking up the price of a purchased test performed by another laboratory or supplier that does not “share a practice” with the billing physician or supplier;

• the federal false claims laws, which impose liability on any person or entity that, among other things, knowingly presents, or causes to be presented, a false or fraudulent claim for payment to the federal government. Private individuals can bring FCA “qui tam” actions, on behalf of the government and such individuals, commonly known as “whistleblowers,” may share in amounts paid by the entity to the government in fines or settlement. When an entity is determined to have violated the FCA, the government may impose civil fines and penalties ranging from $11,181 to $22,363 for each false claim, plus treble damages, and exclude the entity from participation in federal healthcare programs;

• the federal Civil Monetary Penalties Law, which prohibits, among other things, the offering or transfer of remuneration to a Medicare or state healthcare program beneficiary if the person knows or should know it is likely to influence the beneficiary’s selection of a particular provider, practitioner or supplier of services reimbursable by Medicare or a state healthcare program, unless an exception applies. Violations can result in civil monetary penalties of up to $15,270 for each wrongful act;

• the federal Physician Sunshine Act, which requires certain manufacturers of drugs, biologicals, and kits, medical devices or supplies that require premarket approval by or notification to the FDA, and for which payment is available under Medicare, Medicaid or the Children’s Health Insurance Program to report annually to the Centers for Medicare and Medicaid Services, or CMS, information related to (i) payments and other transfers of value to physicians and teaching hospitals, and (ii) ownership and investment interests held by physicians and their immediate family members. Applicable manufacturers are required to submit annual reports to CMS. Failure to submit required information may result in civil monetary penalties of $11,052 per failure up to an aggregate of $165,786 per year (or up to an aggregate of $1.105 million per year for “knowing failures”), for all payments, transfers of value or ownership or investment interests that are not timely, accurately, and completely reported in an annual submission, and may result in liability under other federal laws or regulations;

• the HIPAA fraud and abuse provisions, which created federal criminal statutes that prohibit, among other things, knowingly and willfully executing, or attempting to execute, a scheme to defraud any healthcare benefit program, including private insurers, knowingly and willfully embezzling or stealing from a healthcare benefit program, willfully obstructing a criminal investigation of a healthcare offense, and knowingly and willfully falsifying, concealing or covering up a material fact or making any materially false, fictitious or fraudulent statement in connection with the delivery of or payment for healthcare benefits, items or services. Similar to the AKS, a person or entity does not need to have actual knowledge of the statute or specific intent to violate it in order to have committed a violation;

• HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act, or HITECH, and their implementing regulations, also as amended, which also imposes certain regulatory and contractual requirements regarding the privacy, security and transmission of protected health information, or PHI and other state health information privacy and data breach notification laws;

• other federal and state fraud and abuse laws, such as state anti-kickback, self-referrals, false claims and anti-markup laws, any of which may extend to services reimbursable by any payer, including private insurers;

• state laws that prohibit other specified practices, such as billing physicians for tests that they order or providing tests at no or discounted cost to induce physician or patient adoption; insurance fraud laws; waiving coinsurance, copayments, deductibles, and other amounts owed by patients; billing a state Medicaid program at a price that is higher than what is charged to one or more other payers employing, exercising control over or splitting professional fees with licensed professionals in violation of state laws prohibiting fee splitting or the corporate practice of medicine and other professions; and

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• similar foreign laws and regulations that apply to us in the countries in which we operate or may operate in the future.

Efforts to ensure that our internal operations and business arrangements with third parties comply with applicable healthcare laws and regulations will involve substantial costs. It is possible that governmental authorities may conclude that our business practices, including our consulting and advisory board arrangements with physicians and other healthcare providers, some of whom receive stock options as compensation for services provided, do not comply with current or future statutes, regulations, agency guidance or case law involving applicable healthcare laws.

Federal and state laws related to, among other things, unlawful schemes to defraud, excessive fees for services, unlawful trade practices, kickbacks, patient inducement and statutory or common law fraud restrict the provision of items or services for free or at reduced charge to government health care program beneficiaries. Such state laws may also restrict the provision of items or services for free or at a reduced charge to non-government health care program beneficiaries. These laws and regulations relating to the provision of items or services for free are complex and are subject to interpretation by the courts and by government agencies. We do not currently charge Medicare or Medicaid beneficiaries for our test nor do we submit claims to any federal healthcare program.  

To the extent our business operations are found to be in violation of any of these laws or any other governmental regulations that may apply to us, we may be subject to significant civil, criminal and administrative penalties, including, without limitation, damages, monetary fines, individual imprisonment, disgorgement of profits, possible exclusion from participation in Medicare, Medicaid and other federal healthcare programs, contractual damages, reputational harm, diminished profits and future earnings, additional reporting or oversight obligations if we become subject to a corporate integrity agreement or other agreement to resolve allegations of non-compliance with the law and curtailment or restructuring of our operations, any of which could adversely affect our ability to operate our business and pursue our strategy. If any of the physicians or other healthcare providers or entities with whom we expect to do business, including current or future collaborators, are found not to be in compliance with applicable laws, they may be subject to criminal, civil or administrative sanctions, including exclusions from participation in government healthcare programs, which could also affect our business.

As a clinical laboratory, our business practices may face additional scrutiny from government regulatory agencies such as the Department of Justice, the U.S. Department of Health and Human Services Office of Inspector General, or OIG, and CMS. Certain arrangements between clinical laboratories and referring physicians have been identified in fraud alerts issued by the OIG as implicating the AKS. The OIG has stated that it is particularly concerned about these types of arrangements because the choice of laboratory, as well as the decision to order laboratory tests, typically are made or strongly influenced by the physician, with little or no input from patients. Moreover, the provision of payments or other items of value by a clinical laboratory to a referral source could be prohibited under the Stark Law unless the arrangement meets all criteria of an applicable exception. The government has been active in enforcement of these laws as they apply to clinical laboratories.

Numerous states have enacted laws prohibiting business corporations, such as us, from practicing medicine and other professions and from employing or engaging physicians and other professionals to practice medicine, generally referred to as the prohibition against the corporate practice of medicine and the professions, which could include physician laboratory directors. These laws are designed to prevent interference in the medical decision-making process by anyone who is not a licensed professional. For example, California’s Medical Board has indicated that determining the appropriate diagnostic tests for a particular condition and taking responsibility for the ultimate overall care of a patient, including providing treatment options available to the patient, would constitute the unlicensed practice of medicine if performed by an unlicensed person. Violation of these corporate practice of medicine laws may result in civil or criminal fines, as well as sanctions imposed against the business corporation and/or the professional through licensure proceedings and criminal penalties.

The growth of our business and our expansion outside of the United States may increase the potential of violating similar foreign laws or our internal policies and procedures. The risk of our being found in violation of these or other laws and regulations is further increased by the fact that many have not been fully interpreted by the regulatory authorities or the courts, and their provisions are open to a variety of interpretations. Any action brought against us for violation of these or other laws or regulations, even if we successfully defend against it, could

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cause us to incur significant legal expenses and divert our management’s attention from the operation of our business. Any of the foregoing consequences could seriously harm our business and our financial results.

Our billing, collections and claims processing activities are complex and time-consuming, and any delay in transmitting and collecting claims or failure to comply with applicable billing requirements, could have an adverse effect on our future revenue.

Billing for our tests is complex, time-consuming and expensive. Depending on the billing arrangement and applicable law, we bill various payers, such as insurance companies and patients, all of which may have different billing requirements. We may face increased risk in our collection efforts, including long collection cycles and the risk that we may never collect at all, either of which could adversely affect our business, results of operations and financial condition. Several factors make the billing process complex, including:

• differences between the list price for our tests and the reimbursement rates of payers;

• compliance with complex federal and state regulations related to billing government healthcare programs, including Medicare and Medicaid, to the extent our tests are covered by such programs;

• differences in coverage among payers and the effect of patient co-payments or co-insurance;

• differences in information and billing requirements among payers;

• changes to codes and coding instructions governing our tests;

• incorrect or missing billing information; and

• the resources required to manage the billing and claims appeals process.

These billing complexities and the related uncertainty in obtaining payment for our tests could negatively affect our revenue and cash flow, our ability to achieve profitability and the consistency and comparability of our results of operations. In addition, if claims for our tests are not submitted to payers on a timely basis, or if we fail to comply with applicable billing requirements, it could have an adverse effect on our revenue and our business.

In addition, the coding procedure used by third-party payers to identify various procedures, including our test, is complex, does not adapt well to the genetic tests we perform and may not enable coverage and adequate reimbursement rates for our tests. Third-party payers require us to identify the test for which we are seeking reimbursement using a Current Procedural Terminology, or CPT, code. The CPT code set is maintained by the American Medical Association, or AMA. In cases where there is not a specific CPT code to describe a test, such as with Guardant360, the test may be billed under an unlisted molecular pathology procedure code or through the use of a combination of single gene CPT codes, depending on the payer. PAMA authorized the adoption of new, temporary billing codes and unique test identifiers for FDA-cleared or approved tests as well as advanced diagnostic laboratory tests. The AMA has created a new section of CPT codes, Proprietary Laboratory Analyses codes to facilitate implementation of this section of PAMA. In addition, CMS may assign unique level II HCPCS code to tests that are not already described by a unique CPT code. If we obtain FDA clearance or approval for one of our products, we must apply to the AMA or CMS to request issuance of a new CPT or level II HCPCS code, respectively, that specifically describes our test. New CPT and HCPCS codes may be issued on a quarterly basis. Commercial payer acceptance of the new CPT or HCPCS code could be delayed, and establishment of the new code could result in a decrease in reimbursement for Guardant360, both of which could potentially reduce revenue from commercial and future government payers.

Because the current coding for our products does not describe a specific test, the insurance claim must be examined to determine what test was provided, whether the test was appropriate and medically necessary, and whether payment should be rendered, which may require a letter of medical necessity from the ordering physician. This process can result in a delay in processing the claim, a lower reimbursement amount or denial of the claim. As a result, obtaining approvals from third-party payers to cover our tests and establishing adequate reimbursement levels is an unpredictable, challenging, time-consuming and costly process and we may never be successful.

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Changes in health care policy could increase our costs, decrease our revenues and impact sales of and reimbursement for our tests.

In March 2010, the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Affordability Reconciliation Act, or the ACA, became law. This law substantially changed the way health care is financed by both commercial payers and government payers, and significantly impacted our industry. Since 2016 there have been efforts to repeal all or part of the ACA, and the current Presidential Administration and the U.S. Congress have taken action to roll back certain provisions of the ACA. For example, the Tax Cuts and Jobs Act, among other things, removes penalties for not complying with the ACA’s individual mandate to carry health insurance. The current Presidential Administration and the U.S. Congress may take further action regarding the ACA, including, but not limited to, repeal or replacement. Additionally, all or a portion of the ACA and related subsequent legislation may be modified, repealed or otherwise invalidated through judicial challenge, which could result in lower numbers of insured individuals, reduced coverage for insured individuals and adversely affect our business.

The ACA contained a number of provisions expected to impact our business and operations, some of which in ways we cannot currently predict, including those governing enrollment in state and federal health care programs, reimbursement changes and fraud and abuse, which will impact existing state and federal health care programs and will result in the development of new programs. For instance, the ACA required each medical device manufacturer to pay a sales tax equal to 2.3% of the price for which such manufacturer sells its medical devices, and began to apply to sales of taxable medical devices after December 31, 2012. Through a series of legislative amendments, the tax was suspended for 2016 through 2019. Absent further legislative action, the device excise tax will be reinstated on medical device sales starting January 1, 2020.

The taxes imposed by the ACA and the expansion in the government’s role in the U.S. healthcare industry may result in decreased profits to us and lower reimbursement by payers for our tests, any of which may have a material adverse impact on our business, financial condition, results of operations or cash flows.

In addition, other legislative changes have been proposed and adopted since the Affordable Care Act was enacted. On August 2, 2011, the Budget Control Act of 2011 was signed into law, which, among other things, reduced Medicare payments to providers by 2% per fiscal year, effective on April 1, 2013 and, due to subsequent legislative amendments to the statute, will remain in effect through 2027 unless additional Congressional action is taken.

We anticipate there will continue to be proposals by legislators at both the federal and state levels, regulators and commercial payers to reduce costs while expanding individual healthcare benefits. Certain of these changes could impose additional limitations on the prices we will be able to charge for our tests, the coverage of or the amounts of reimbursement available for our tests from payers, including commercial payers and government payers.

Our collection, use and disclosure of individually identifiable information, including health and/or employee information, is subject to state, federal and foreign privacy and security regulations, and our failure to comply with those regulations or to adequately secure the information we hold could result in significant liability or reputational harm.

The privacy and security of personally identifiable information stored, maintained, received or transmitted, including electronically, is a major issue in the United States and abroad. While we strive to comply with all applicable privacy and security laws and regulations, as well as our own posted privacy policies, legal standards for privacy, including but not limited to ‘‘unfairness’’ and ‘‘deception,’’ as enforced by the FTC and state attorneys general, continue to evolve and any failure or perceived failure to comply may result in proceedings or actions against us by government entities or others, or could cause us to lose audience and customers, which could have a material adverse effect on our business. Recently, there has been an increase in public awareness of privacy issues in the wake of revelations about the activities of various government agencies and in the number of private privacy-related lawsuits filed against companies. Concerns about our practices with regard to the collection, use, retention, disclosure or security of personally identifiable information or other privacy-related matters, even if unfounded and even if we are in compliance with applicable laws, could damage our reputation and harm our business.

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Numerous foreign, federal and state laws and regulations govern collection, dissemination, use and confidentiality of personally identifiable health information, including state privacy and confidentiality laws (including state laws requiring disclosure of breaches); federal and state consumer protection and employment laws; HIPAA; and European and other foreign data protection laws. These laws and regulations are increasing in complexity and number, may change frequently and sometimes conflict.

HIPAA establishes a set of national privacy and security standards for the protection of individually identifiable health information, including PHI by health plans, certain healthcare clearinghouses and healthcare providers that submit certain covered transactions electronically, or covered entities, and their ‘‘business associates,’’ which are persons or entities that perform certain services for, or on behalf of, a covered entity that involve creating, receiving, maintaining or transmitting PHI.

Penalties for violations of these laws vary. For instance, penalties for failure to comply with a requirement of HIPAA and HITECH vary significantly, and include civil monetary penalties of up to $55,910 per violation, not to exceed $1.68 million per calendar year for each provision of HIPAA that is violated and, in certain circumstances, criminal penalties with fines up to $250,000 per violation and/or imprisonment. However, a single breach incident can result in findings of violations of multiple provisions, leading to possible penalties in excess of $1.68 million for violations in a single year. A person who knowingly obtains or discloses individually identifiable health information in violation of HIPAA may face a criminal penalty of up to $50,000 and up to one-year imprisonment. The criminal penalties increase if the wrongful conduct involves false pretenses or the intent to sell, transfer, or use identifiable health information for commercial advantage, personal gain, or malicious harm. In addition, responding to government investigations regarding alleged violations of these and other laws and regulations, even if ultimately concluded with no findings of violations or no penalties imposed, can consume company resources and impact our business and, if public, harm our reputation.

Further, various states, such as California and Massachusetts, have implemented similar privacy laws and regulations, such as the California Confidentiality of Medical Information Act, that impose restrictive requirements regulating the use and disclosure of health information and other personally identifiable information. These laws and regulations are not necessarily preempted by HIPAA, particularly if a state affords greater protection to individuals than HIPAA. Where state laws are more protective, we may have to comply with the stricter provisions. In addition to fines and penalties imposed upon violators, some of these state laws also afford private rights of action to individuals who believe their personal information has been misused. California’s patient privacy laws, for example, provide for penalties of up to $250,000 and permit injured parties to sue for damages. The interplay of federal and state laws may be subject to varying interpretations by courts and government agencies, creating complex compliance issues for us and our clients and potentially exposing us to additional expense, adverse publicity and liability. Further, as regulatory focus on privacy issues continues to increase and laws and regulations concerning the protection of personal information expand and become more complex, these potential risks to our business could intensify. Changes in laws or regulations associated with the enhanced protection of certain types of sensitive data, such as PHI, or personally identifiable information along with increased customer demands for enhanced data security infrastructure, could greatly increase our cost of providing our services, decrease demand for our services, reduce our revenue and/or subject us to additional liabilities.

In addition, the interpretation and application of consumer, health-related, and data protection laws, especially with respect to genetic samples and data, in the United States, the European Union, or the EU, and elsewhere are often uncertain, contradictory, and in flux. We operate or may operate in a number of countries outside of the United States whose laws may in some cases be more stringent than the requirements in the United States. For example, EU member countries have specific requirements relating to cross-border transfers of personal data to certain jurisdictions, including to the United States. In addition, some countries have stricter consumer notice and/or consent requirements relating to personal data collection, use or sharing, more stringent requirements relating to organizations’ privacy programs and provide stronger individual rights. Moreover, international privacy and data security regulations may become more complex and have greater consequences. For instance, as of May 25, 2018, the General Data Protection Regulation, or GDPR, has replaced the Data Protection Directive with respect to the collection and use of personal data of data subjects in the EU. The GDPR applies extra territorially and imposes several stringent requirements for controllers and processors of personal data, including, for example, higher standards for obtaining consent from individuals to process their personal data, more robust disclosures to

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individuals and a strengthened individual data rights regime, shortened timelines for data breach notifications, limitations on retention of information, increased requirements pertaining to health data, other special categories of personal data and pseudonymised (i.e., key-coded) data and additional obligations when we contract third-party processors in connection with the processing of the personal data. The GDPR provides that EU member states may make their own further laws and regulations limiting the processing of personal data, including genetic, biometric or health data, which could limit our ability to use and share personal data or could cause our costs could increase, and harm our business and financial condition. Failure to comply with the requirements of GDPR and the applicable national data protection laws of the EU Member States may result in fines of up to €20,000,000 or up to 4% of the total worldwide annual turnover of the preceding financial year, whichever is higher, and other administrative penalties. Further, as the GDPR has recently come into effect, enforcement priorities and interpretation of certain provisions are still unclear. To comply with the new data protection rules imposed by GDPR we may be required to put in place additional mechanisms ensuring compliance and other substantial expenditures. This may be onerous and adversely affect our business, financial condition, results of operations and prospects. Failure to comply with GDPR and other countries’ privacy or data security-related laws, rules or regulations could result in material penalties imposed by regulators, affect our compliance with client contracts and have an adverse effect on our business, financial condition and results of operations.

European data protection law also imposes strict rules on the transfer of personal data out of the EU to the United States. These obligations may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other requirements or our practices. In addition, these rules are constantly under scrutiny. For example, following a decision of the Court of Justice of the EU in October 2015, transferring personal data to U.S. companies that had certified as members of the U.S. Safe Harbor Scheme was declared invalid. In July 2016 the European Commission adopted the U.S.-EU Privacy Shield Framework which replaces the Safe Harbor Scheme. However, this Framework is under review and there is currently litigation challenging other EU mechanisms for adequate data transfers (i.e., the standard contractual clauses). It is uncertain whether the Privacy Shield Framework and/or the standard contractual clauses will be similarly invalidated by the European courts. We rely on a mixture of mechanisms to transfer personal data from our EU business to the U.S., and could be impacted by changes in law as a result of a future review of these transfer mechanisms by European regulators, as well as current challenges to these mechanisms in the European courts.

Because of the breadth of these laws and the narrowness of their exceptions and safe harbors, it is possible that our business activities can be subject to challenge under one or more of such laws. The scope and enforcement of each of these laws is uncertain and subject to rapid change in the current environment of healthcare reform. Federal, state and foreign enforcement bodies have recently increased their scrutiny of interactions between healthcare companies and healthcare providers, which has led to a number of investigations, prosecutions, convictions and settlements in the healthcare industry.

Security breaches, loss of data and other disruptions could compromise sensitive information related to our business or prevent us from accessing critical information and expose us to liability, which could adversely affect our business and our reputation.

In the ordinary course of our business, we collect and store sensitive data, including PHI, personally identifiable information, credit card and other financial information, intellectual property and proprietary business information owned or controlled by ourselves or our customers, payers and other parties. We manage and maintain our applications and data utilizing a combination of on-site systems and cloud-based data centers. We utilize external security and infrastructure vendors to manage parts of our data centers. We also communicate sensitive data, including patient data, telephonically, through our website, through facsimile, through integrations with third-party electronic medical records and through relationships with multiple third-party vendors and their subcontractors. These applications and data encompass a wide variety of business-critical information, including research and development information, patient data, commercial information and business and financial information. We face a number of risks relative to protecting this critical information, including loss of access risk, inappropriate use or disclosure, unauthorized access, inappropriate modification and the risk of our being unable to adequately monitor and audit and modify our controls over our critical information. This risk extends to the third-party vendors and subcontractors we use to manage this sensitive data or otherwise process it on our behalf.

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The secure processing, storage, maintenance and transmission of this critical information are vital to our operations and business strategy, and we devote significant resources to protecting such information. Although we take reasonable measures to protect sensitive data from unauthorized access, use or disclosure, no security measures can be perfect and our information technology and infrastructure may be vulnerable to attacks by hackers or viruses or breached due to employee error, malfeasance or other malicious or inadvertent disruptions. Any such breach or interruption could compromise our networks and the information stored there could be accessed by unauthorized parties, publicly disclosed, lost or stolen. Any such access, breach, or other loss of information could result in legal claims or proceedings, and liability under federal or state laws that protect the privacy of personal information, such as HIPAA or HITECH, and regulatory penalties. Notice of breaches may be required to affected individuals, the Secretary of the Department of Health and Human Services or other state, federal or foreign regulators, and for extensive breaches, notice may need to be made to the media or State Attorneys General. Such a notice could harm our reputation and our ability to compete. Although we have implemented security measures and a formal, dedicated enterprise security program to prevent unauthorized access to patient data, such data is currently accessible through multiple channels, and there is no guarantee we can protect our data from breach. Unauthorized access, loss or dissemination could also disrupt our operations (including our ability to conduct our analysis, provide test results, bill payers or patients, process claims and appeals, provide customer assistance, conduct research and development activities, collect, process and prepare company financial information, provide information about our tests and other patient and physician education and outreach efforts through our website, and manage the administrative aspects of our business) and damage our reputation, any of which could adversely affect our business.

For example, in July 2018, we experienced a security incident involving a phishing attack, and an unauthorized user obtained access to an email account of one of our employees. We have engaged an independent cybersecurity firm to conduct an investigation of the incident, and while the forensic investigation is still ongoing, it appears that the incident resulted in the unauthorized access of information, including PHI, over a five-day period, relating to approximately 1,100 individuals. The information accessed primarily includes patients’ names, contact information, birth dates, medical diagnosis codes, and, in a very limited number of cases, Social Security numbers. We plan to provide timely notices to the U.S. Department of Health and Human Services and certain state regulators, as well as to individuals affected. As a result of this incident, we may also be subject to additional penalties, such as those described above, as well as other internal and external costs, including those relating to mitigation of the incident. We continue to analyze the information that was accessed and intend to take additional steps to prevent future unauthorized access to our systems and the data we maintain, but we cannot guarantee that additional incidents will be avoided.

Risks related to our intellectual property

If we are unable to obtain and maintain sufficient intellectual property protection for our technology, or if the scope of the intellectual property protection obtained is not sufficiently broad, our competitors could develop and commercialize products similar or identical to ours, and our ability to successfully commercialize our products may be impaired.

We rely on patent protection as well as trademark, copyright, trade secret and other intellectual property rights protection and contractual restrictions to protect our proprietary technologies, all of which provide limited protection and may not adequately protect our rights or permit us to gain or keep any competitive advantage. If we fail to protect our intellectual property, third parties may be able to compete more effectively against us. In addition, we may incur substantial litigation costs in our attempts to recover or restrict use of our intellectual property.

To the extent our intellectual property offers inadequate protection, or is found to be invalid or unenforceable, we would be exposed to a greater risk of direct competition. If our intellectual property does not provide adequate coverage of our competitors’ products, our competitive position could be adversely affected, as could our business. Both the patent application process and the process of managing patent disputes can be time-consuming and expensive.

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As is the case with other biotechnology companies, our success depends in large part on our ability to obtain and maintain protection of the intellectual property we may own solely and jointly with others, particularly patents, in the United States and other countries with respect to our products and technologies. We apply for patents covering our products and technologies and uses thereof, as we deem appropriate. However, obtaining and enforcing biotechnology patents is costly, time-consuming and complex, and we may fail to apply for patents on important products, services and technologies in a timely fashion or at all, or we may fail to apply for patents in potentially relevant jurisdictions. We may not be able to file and prosecute all necessary or desirable patent applications, or maintain, enforce and license any patents that may issue from such patent applications, at a reasonable cost or in a timely manner. It is also possible that we will fail to identify patentable aspects of our research and development output before it is too late to obtain patent protection. We may not have the right to control the preparation, filing and prosecution of patent applications, or to maintain the rights to patents licensed to third parties. Therefore, these patents and applications may not be prosecuted and enforced in a manner consistent with the best interests of our business.

As of June 30, 2018, we had 17 U.S. patents and 41 pending U.S. patent applications, with foreign counterparts. It is possible that none of our pending patent applications will result in issued patents in a timely fashion or at all, and even if patents are granted, they may not provide a basis for intellectual property protection of commercially viable products or services, may not provide us with any competitive advantages, or may be challenged and invalidated by third parties. It is possible that others will design around our current or future patented technologies. Some of our patents are being challenged at the United States Patent and Trademark Office, or USPTO, in post-grant proceedings, and some of our patents, licensed patents or patent applications may be challenged at a future point in time. We may not be successful in defending any such challenges made against our patents or patent applications. Any successful third-party challenge to our patents could result in the unenforceability or invalidity of such patents and increased competition to our business. We have challenged and may have to challenge the patents or patent applications of third parties. The outcome of patent litigation or other proceeding can be uncertain, and any attempt by us to enforce our patent rights against others or to challenge the patent rights of others may not be successful, or, if successful, may take substantial time and result in substantial cost, and may divert our efforts and attention from other aspects of our business.

The patent positions of life sciences companies can be highly uncertain and involve complex legal and factual questions for which important legal principles remain unresolved. No consistent policy regarding the breadth of claims allowed in such companies’ patents has emerged to date in the United States or elsewhere. Courts frequently render opinions in the biotechnology field that may affect the patentability of certain inventions or discoveries, including opinions that may affect the patentability of methods for analyzing or comparing DNA sequences.

In particular, the patent positions of companies engaged in the development and commercialization of genomic diagnostic tests, like our Guardant360 and GuardantOMNI assay, are particularly uncertain. Various courts, including the U.S. Supreme Court, have rendered decisions that affect the scope of patentability of certain inventions or discoveries relating to certain diagnostic tests and related methods. These decisions state, among other things, that a patent claim that recites an abstract idea, natural phenomenon or law of nature (for example, the relationship between particular genetic variants and cancer) are not themselves patentable. Precisely what constitutes a law of nature is uncertain, and it is possible that certain aspects of genetic diagnostics tests would be considered natural laws. Accordingly, the evolving case law in the United States may adversely affect our ability to obtain patents and may facilitate third-party challenges to any owned or licensed patents. The laws of some foreign countries do not protect intellectual property rights to the same extent as the laws of the United States, and we may encounter difficulties in protecting and defending such rights in foreign jurisdictions. The legal systems of many other countries do not favor the enforcement of patents and other intellectual property protection, particularly those relating to biotechnology, which could make it difficult for us to stop the infringement of our patents in such countries. Proceedings to enforce our patent rights in foreign jurisdictions could result in substantial cost and divert our efforts and attention from other aspects of our business.

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Changes in patent law in the United States and other jurisdictions could diminish the value of patents in general, thereby impairing our ability to protect our products.

Changes in either the patent laws or in interpretations of patent laws in the United States or other countries or regions may diminish the value of our intellectual property. We cannot predict the breadth of claims that may be allowed or enforced in our patents or in third-party patents. We may not develop additional proprietary products, methods and technologies that are patentable.

Assuming that other requirements for patentability are met, prior to March 16, 2013, in the United States, the first to invent the claimed invention was entitled to the patent, while outside the United States, the first to file a patent application was entitled to the patent. On or after March 16, 2013, under the Leahy-Smith America Invents Act, or the America Invents Act, enacted in September 16, 2011, the United States transitioned to a first inventor to file system in which, assuming that other requirements for patentability are met, the first inventor to file a patent application will be entitled to the patent on an invention regardless of whether a third party was the first to invent the claimed invention. A third party that files a patent application in the USPTO on or after March 16, 2013, but before us could therefore be awarded a patent covering an invention of ours even if we had made the invention before it was made by such third party. This will require us to be cognizant of the time from invention to filing of a patent application. Since patent applications in the United States and most other countries are confidential for a period of time after filing or until issuance, we cannot be certain that we or our licensors were the first to either (i) file any patent application related to our product candidates or (ii) invent any of the inventions claimed in our or our licensor’s patents or patent applications.

The America Invents Act also includes a number of significant changes that affect the way patent applications will be prosecuted and also may affect patent litigation. These include allowing third-party submission of prior art to the USPTO during patent prosecution and additional procedures to attack the validity of a patent by USPTO administered post-grant proceedings, including post-grant review, inter partes review and derivation proceedings. Because of a lower evidentiary standard in USPTO proceedings compared to the evidentiary standard in United States federal courts necessary to invalidate a patent claim, a third party could potentially provide evidence in a USPTO proceeding sufficient for the USPTO to hold a claim invalid even though the same evidence would be insufficient to invalidate the claim if first presented in a district court action. Accordingly, a third party may attempt to use the USPTO procedures to invalidate our patent claims that would not have been invalidated if first challenged by the third party as a defendant in a district court action. Therefore, the America Invents Act and its implementation could increase the uncertainties and costs surrounding the prosecution of our owned or in-licensed patent applications and the enforcement or defense of our owned or in-licensed issued patents, all of which could have a material adverse effect on our business, financial condition, results of operations and prospects.

Issued patents covering our products could be found invalid or unenforceable if challenged.

The issuance of a patent is not conclusive as to its inventorship, scope, validity or enforceability. Some of our patents or patent applications (including licensed patents) have been, are being or may be challenged at a future point in time in opposition, derivation, reexamination, inter partes review, post-grant review or interference. Any successful third-party challenge to our patents in this or any other proceeding could result in the unenforceability or invalidity of such patents, which may lead to increased competition to our business, which could harm our business. In addition, if the breadth or strength of protection provided by our patents and patent applications is threatened, regardless of the outcome, it could dissuade companies from collaborating with us to license, develop or commercialize current or future product candidates.

We may not be aware of all third-party intellectual property rights potentially relating to our product candidates. Publications of discoveries in the scientific literature often lag behind the actual discoveries, and patent applications in the United States and other jurisdictions are typically not published until approximately 18 months after filing or, in some cases, not until such patent applications issue as patents. We might not have been the first to make the inventions covered by each of our pending patent applications and we might not have been the first to file patent applications for these inventions. To determine the priority of these inventions, we have and may have to participate in interference proceedings, derivation proceedings or other post-grant proceedings declared by the USPTO that could result in substantial cost to us. The outcome of such proceedings is uncertain. No assurance can be given that other patent applications will not have priority over our patent applications. In addition, changes to

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the patent laws of the United States allow for various post-grant opposition proceedings that have not been extensively tested, and their outcome is therefore uncertain. Furthermore, if third parties bring these proceedings against our patents, we could experience significant costs and management distraction.

We and our licensing partners have initiated, are currently involved in, and may in the future initiate or become involved in legal proceedings against a third party to enforce a patent covering one of our products. In such proceedings, the defendant could counterclaim that the patent covering our product is invalid or unenforceable. For example, we filed separate infringement suits against Foundation Medicine, Inc. and Personal Genome Diagnostics, Inc., alleging that each infringed patents related to our Digital Sequencing technology. For more information on our current legal proceedings, please see “Business—Legal proceedings.” In patent litigation in the United States, defendant counterclaims alleging invalidity or unenforceability are commonplace. Grounds for a validity challenge could be an alleged failure to meet any of several statutory requirements, including lack of novelty, obviousness or non-enablement. Grounds for an unenforceability assertion could be an allegation that someone connected with prosecution of the patent withheld relevant information from the USPTO, or made a misleading statement, during prosecution. Third parties may also raise similar claims before administrative bodies in the United States or abroad, even outside the context of litigation. Such mechanisms include re-examination, post grant review and equivalent proceedings in foreign jurisdictions (e.g., opposition proceedings). Such proceedings could result in revocation or amendment to our patents in such a way that they no longer cover our product. The outcome following legal assertions of invalidity and unenforceability is unpredictable. With respect to the validity question, for example, we cannot be certain that there is no invalidating prior art, of which we and the patent examiner were unaware during prosecution. If a defendant were to prevail on a legal assertion of invalidity and/or unenforceability, we would lose at least part, and perhaps all, of the patent protection on our products. Such a loss of patent protection could have a material adverse impact on our business.

We rely on licenses from third parties, and if we lose these licenses then we may be subjected to future litigation.

We are party to various royalty-bearing license agreements that grant us rights to use certain intellectual property, including patents and patent applications, typically in certain specified fields of use. We may need to obtain additional licenses from others to advance our research, development and commercialization activities. Our license agreements impose, and we expect that future license agreements will impose, various development, diligence, commercialization and other obligations on us.

In spite of our efforts, our licensors might conclude that we have materially breached our obligations under such license agreements and might therefore terminate the license agreements, thereby removing or limiting our ability to develop and commercialize products and technology covered by these license agreements. If these in-licenses are terminated, or if the underlying patents fail to provide the intended exclusivity, competitors or other third parties might have the freedom to seek regulatory approval of, and to market, products identical to ours and we may be required to cease our development and commercialization activities. Any of the foregoing could have a material adverse effect on our competitive position, business, financial conditions, results of operations and prospects.

Moreover, disputes may arise with respect to any one of our licensing agreements, including:

• the scope of rights granted under the license agreement and other interpretation-related issues;

• the extent to which our product candidates, technology and processes infringe on intellectual property of the licensor that is not subject to the licensing agreement;

• the sublicensing of patent and other rights under our collaborative development relationships;

• our diligence obligations under the license agreement and what activities satisfy those diligence obligations;

• the inventorship and ownership of inventions and know-how resulting from the joint creation or use of intellectual property by our licensors and us and our partners; and

• the priority of invention of patented technology.

If we do not prevail in such disputes, we may lose any of such license agreements.

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In addition, the agreements under which we currently license intellectual property or technology from third parties are complex, and certain provisions in such agreements may be susceptible to multiple interpretations. The resolution of any contract interpretation disagreement that may arise could narrow what we believe to be the scope of our rights to the relevant intellectual property or technology, or increase what we believe to be our financial or other obligations under the relevant agreement, either of which could have a material adverse effect on our business, financial condition, results of operations and prospects. Moreover, if disputes over intellectual property that we have licensed prevent or impair our ability to maintain our current licensing arrangements on commercially acceptable terms, we may be unable to successfully develop and commercialize the affected product candidates, which could have a material adverse effect on our business, financial conditions, results of operations and prospects.

Our failure to maintain such licenses could have a material adverse effect on our business, financial condition and results of operations. Any of these licenses could be terminated, such as if either party fails to abide by the terms of the license, or if the licensor fails to prevent infringement by third parties or if the licensed patents or other rights are found to be invalid or unenforceable. Absent the license agreements, we may infringe patents subject to those agreements, and if the license agreements are terminated, we may be subject to litigation by the licensor. Litigation could result in substantial costs and be a distraction to management. If we do not prevail, we may be required to pay damages, including treble damages, attorneys’ fees, costs and expenses, royalties or, be enjoined from selling our products or services, including our Guardant360 assay, which could adversely affect our ability to offer products or services, our ability to continue operations and our financial condition.

If we cannot license rights to use technologies on reasonable terms, we may not be able to commercialize new products in the future.

In the future, we may identify third-party technology we may need, including to develop or commercialize new products or services. In return for the use of a third party’s technology, we may agree to pay the licensor royalties based on sales of our solutions. Royalties are a component of cost of products or services and affect the margins on our solutions. We may also need to negotiate licenses to patents or patent applications before or after introducing a commercial product. We may not be able to obtain necessary licenses to patents or patent applications, and our business may suffer if we are unable to enter into the necessary licenses on acceptable terms or at all, if any necessary licenses are subsequently terminated, if the licensors fail to abide by the terms of the licenses or fail to prevent infringement by third parties, or if the licensed patents or other rights are found to be invalid or unenforceable.

We may not be able to protect our intellectual property rights throughout the world.

Filing, prosecuting and defending patents on our products in all countries throughout the world would be prohibitively expensive, and our intellectual property rights in some countries outside the United States can be less extensive than those in the United States. In addition, the laws of some foreign countries do not protect intellectual property rights to the same extent as the laws of the United States, and we may encounter difficulties in protecting and defending such rights in foreign jurisdictions. Consequently, we may not be able to prevent third parties from practicing our inventions in all countries outside the United States, or from selling or importing products made using our inventions in and into the United States or other jurisdictions. Competitors may use our technologies in jurisdictions where we have not obtained patent protection to develop their own products and may also export infringing products to territories where we have patent protection, but enforcement is not as strong as that in the United States. These products may compete with our products. Our patents or other intellectual property rights may not be effective or sufficient to prevent them from competing.

Many companies have encountered significant problems in protecting and defending intellectual property rights in foreign jurisdictions. The legal systems of many other countries do not favor the enforcement of patents and other intellectual property protection, particularly those relating to biotechnology, which could make it difficult for us to stop the infringement of our patents in such countries. Proceedings to enforce our patent rights in foreign jurisdictions could result in substantial cost and divert our efforts and attention from other aspects of our business, could put our patents at risk of being invalidated or interpreted narrowly and our patent applications at risk of not issuing, and could provoke third parties to assert claims against us. We may not prevail in any lawsuits that we initiate and the damages or other remedies awarded, if any, may not be commercially meaningful. Accordingly, our

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efforts to enforce our intellectual property rights around the world may be inadequate to obtain a significant commercial advantage from the intellectual property that we develop or license.

If we are unable to protect the confidentiality of our trade secrets, the value of our technology could be materially adversely affected and our business could be harmed.

In addition to pursuing patents on our technology, we take steps to protect our intellectual property and proprietary technology by entering into agreements, including confidentiality agreements, non-disclosure agreements and intellectual property assignment agreements, with our employees, consultants, academic institutions, corporate partners and, when needed, our advisers. However, we cannot be certain that such agreements have been entered into with all relevant parties, and we cannot be certain that our trade secrets and other confidential proprietary information will not be disclosed or that competitors will not otherwise gain access to our trade secrets or independently develop substantially equivalent information and techniques. For example, any of these parties may breach the agreements and disclose our proprietary information, including our trade secrets, and we may not be able to obtain adequate remedies for such breaches. Such agreements may not be enforceable or may not provide meaningful protection for our trade secrets or other proprietary information in the event of unauthorized use or disclosure or other breaches of the agreements, and we may not be able to prevent such unauthorized disclosure. If we are required to assert our rights against such party, it could result in significant cost and distraction.

Monitoring unauthorized disclosure is difficult, and we do not know whether the steps we have taken to prevent such disclosure are, or will be, adequate. If we were to enforce a claim that a third party had illegally obtained and was using our trade secrets, it would be expensive and time-consuming, and the outcome would be unpredictable. In addition, courts outside the United States may be less willing to protect trade secrets.

We also seek to preserve the integrity and confidentiality of our confidential proprietary information by maintaining physical security of our premises and physical and electronic security of our information technology systems, but it is possible that these security measures could be breached. If any of our confidential proprietary information were to be lawfully obtained or independently developed by a competitor, absent patent protection, we would have no right to prevent such competitor from using that technology or information to compete with us, which could harm our competitive position.

We may be subject to claims that our employees, consultants or independent contractors have wrongfully used or disclosed confidential information of third parties or that our employees have wrongfully used or disclosed alleged trade secrets of their former employers.

We have employed and expect to employ individuals who were previously employed at universities or other companies, including our competitors or potential competitors. Although we try to ensure that our employees, consultants and independent contractors do not use the proprietary information or know-how of others in their work for us, we may be subject to claims that our employees, consultants or independent contractors have inadvertently or otherwise used or disclosed trade secrets or other proprietary information of their former employers or other third parties, or to claims that we have improperly used or obtained such trade secrets. Litigation may be necessary to defend against these claims. If we fail in defending such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights and face increased competition to our business. A loss of key research personnel work product could hamper or prevent our ability to commercialize potential products, which could harm our business. Even if we are successful in defending against these claims, litigation could result in substantial costs and be a distraction to management.

We may not be able to protect and enforce our trademarks.

We have not yet registered certain of our trademarks in all of our potential markets, although we have registered Guardant Health, Guardant360 and GuardantOMNI in the United States. If we apply to register these and trademarks in the United States and other countries, our applications may not be allowed for registration in a timely fashion or at all, and our registered trademarks may not be maintained or enforced. In addition, opposition or cancellation proceedings may be filed against our trademark applications and registrations, and our trademarks

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may not survive such proceedings. If we do not secure registrations for our trademarks, we may encounter more difficulty in enforcing them against third parties than we otherwise would.

We may be subject to claims challenging the inventorship of our patents and other intellectual property.

We or our licensors may be subject to claims that former employees, collaborators or other third parties have an interest in our owned or in-licensed patents, trade secrets or other intellectual property as an inventor or co-inventor. For example, we or our licensors may have inventorship disputes arise from conflicting obligations of employees, consultants or others who are involved in developing our product candidates. Litigation may be necessary to defend against these and other claims challenging inventorship or our or our licensors’ ownership of our owned or in-licensed patents, trade secrets or other intellectual property. If we or our licensors fail in defending any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights, such as exclusive ownership of, or right to use, intellectual property that is important to our product candidates. Even if we are successful in defending against such claims, litigation could result in substantial costs and be a distraction to management and other employees. Any of the foregoing could have a material adverse effect on our business, financial condition, results of operations and prospects.

We may be involved in litigation related to intellectual property, which could be time-intensive and costly and may adversely affect our business, operating results or financial condition.

We have been, are currently in, and may also in the future be involved with litigation or actions at the USPTO with various third parties. We expect that the number of such claims may increase as the number of products or services, and the level of competition in our industry segments, grow. Any infringement claim, regardless of its validity, could harm our business by, among other things, resulting in time-consuming and costly litigation, diverting management’s time and attention from the development of the business, requiring the payment of monetary damages (including treble damages, attorneys’ fees, costs and expenses) or royalty payments.

Litigation may be necessary for us to enforce our patent and proprietary rights or to determine the scope, coverage and validity of the proprietary rights of others. We are currently engaged in lawsuits against Foundation Medicine, Inc. and Personal Genome Diagnostics, Inc. for infringement over some of our patents. The outcome of this litigation, as well as any other litigation or proceeding, is inherently uncertain and might not be favorable to us. Further, we could encounter delays in product introductions, or interruptions in sale of products or services, as we develop alternative products or services. In addition, if we resort to legal proceedings to enforce our intellectual property rights (as we have against Foundation Medicine, Inc. and Personal Genome Diagnostics, Inc.) or to determine the validity, scope and coverage of the intellectual property or other proprietary rights of others, the proceedings could be burdensome and expensive, even if we were to prevail. If we do not prevail in such legal proceedings, we may be required to pay damages and we may lose significant intellectual property protection for our products or services, such that competitors could copy our products or services. Any litigation that may be necessary in the future could result in substantial costs and diversion of resources and could have a material adverse effect on our business, operating results or financial condition.

As we move into new markets and applications for our products or services, incumbent participants in such markets may assert their patents and other proprietary rights against us as a means of slowing our entry into such markets or as a means to extract substantial license and royalty payments from us. Our competitors and others may now and, in the future, have significantly larger and more mature patent portfolios than we currently have. In addition, future litigation may involve patent holding companies or other adverse patent owners who have no relevant product or service revenue and against whom our own patents may provide little or no deterrence or protection. Therefore, our commercial success may depend in part on our non-infringement of the patents or proprietary rights of third parties.

However, our research, development and commercialization activities are currently and may in the future be subject to claims that we infringe or otherwise violate patents or other intellectual property rights owned or controlled by third parties. There is a substantial amount of litigation and other patent challenges, both within and outside the United States, involving patent and other intellectual property rights in the biotechnology industry, including patent infringement lawsuits, interferences, oppositions and inter partes review proceedings before the USPTO, and corresponding foreign patent offices. Numerous U.S. and foreign issued patents and pending patent applications,

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which are owned by third parties, exist in the fields in which we are developing products. As the precision oncology industry expands and more patents are issued, the risk increases that our products may be subject to claims of infringement of the patent rights of third parties. Numerous significant intellectual property issues have been litigated, are being litigated and will likely continue to be litigated, between existing and new participants in our existing and targeted markets, and competitors have and may assert that our products or services infringe their intellectual property rights as part of a business strategy to impede our successful entry into or growth in those markets.

Third parties may assert that we are employing their proprietary technology without authorization. For instance, Foundation Medicine, Inc. filed a lawsuit for patent infringement against us in May 2016, which we settled in July 2018. We are also aware of issued U.S. patents and patent applications with claims related to our products and services, and there may be other related third-party patents or patent applications of which we are not aware. Because patent applications can take many years to issue, there may be currently pending patent applications which may later result in issued patents that our current or future products and services may infringe. In addition, similar to what other companies in our industry have experienced, we expect our competitors and others may have patents or may in the future obtain patents and claim that making, having made, using, selling, offering to sell or importing our products or services infringes these patents.

We could incur substantial costs and divert the attention of our management and technical personnel in defending against any of these claims. Parties making claims against us may be able to sustain the costs of complex patent litigation more effectively than we can because they have substantially greater resources.

Parties making claims against us may be able to obtain injunctive or other relief, which could block our ability to develop, commercialize and sell products or services, and could result in the award of substantial damages against us, including treble damages, attorney’s fees, costs, and expenses if we are found to have willfully infringed. In the event of a successful claim of infringement against us, we may be required to pay damages and ongoing royalties, and obtain one or more licenses from third parties, or be prohibited from selling certain products or services. We may not be able to obtain these licenses on acceptable or commercially reasonable terms, if at all, or these licenses may be non-exclusive, which could result in our competitors gaining access to the same intellectual property. In addition, we could encounter delays in product or service introductions while we attempt to develop alternative products or services to avoid infringing third-party patents or proprietary rights. Defense of any lawsuit or failure to obtain any of these licenses could prevent us from commercializing products or services, and the prohibition of sale of any of our products or services could materially affect our business and our ability to gain market acceptance for our products or services.

Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of our confidential information could be compromised by disclosure during this type of litigation. In addition, during the course of this kind of litigation, there could be public announcements of the results of hearings, motions or other interim proceedings or developments. If securities analysts or investors perceive these results to be negative, it could have a substantial adverse effect on the price of our common stock.

In addition, our agreements with some of our customers, suppliers or other entities with whom we do business require us to defend or indemnify these parties to the extent they become involved in infringement claims, including the types of claims described above. We could also voluntarily agree to defend or indemnify third parties in instances where we are not obligated to do so if we determine it would be important to our business relationships. If we are required or agree to defend or indemnify third parties in connection with any infringement claims, we could incur significant costs and expenses that could adversely affect our business, operating results or financial condition.

Obtaining and maintaining our patent protection depends on compliance with various required procedures, document submissions, fee payments and other requirements imposed by governmental patent agencies, and our patent protection could be reduced or eliminated for non-compliance with these requirements.

Periodic maintenance fees, renewal fees, annuity fees and various other governmental fees on patents and/or applications will be due to be paid to the USPTO and various governmental patent agencies outside of the United States at several stages over the lifetime of the patents and/or applications. We have systems in place to remind us

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to pay these fees, and we employ an outside firm and rely on our outside counsel to pay these fees due to non-U.S. patent agencies. The USPTO and various non-U.S. governmental patent agencies require compliance with a number of procedural, documentary, fee payment and other similar provisions during the patent application process. We employ reputable law firms and other professionals to help us comply, and in many cases, an inadvertent lapse can be cured by payment of a late fee or by other means in accordance with the applicable rules. However, there are situations in which non-compliance can result in abandonment or lapse of the patent or patent application, resulting in partial or complete loss of patent rights in the relevant jurisdiction. In such an event, our competitors may be able to enter the market without infringing our patents and this circumstance would have a material adverse effect on our business.

Patent terms may be inadequate to protect our competitive position on our products for an adequate amount of time.

Patents have a limited lifespan. In the United States, if all maintenance fees are timely paid, the naturalexpiration of a patent is generally 20 years from its earliest U.S. non-provisional filing date. Various extensions may be available, but the life of a patent, and the protection it affords, is limited. Even if patents covering our products are obtained, once the patent life has expired, we may be open to competition from competitive products. Given the amount of time required for the development, testing and regulatory review of potential new products, patents protecting such candidates might expire before or shortly after such candidates are commercialized. As a result, our owned and licensed patent portfolio may not provide us with sufficient rights to exclude others from commercializing products similar or identical to ours.

Risks related to our common stock and this offering

There has been no prior public market for our common stock and an active trading market may not develop.

Prior to this offering, there has been no public market for our common stock. An active trading market may not develop following completion of this offering or, if developed, may not be sustained. The lack of an active trading market may impair the value of your shares and your ability to sell your shares at the time you wish to sell them. An inactive trading market may also impair our ability to both raise capital by selling shares of common stock and acquire other complementary products, technologies or businesses by using our shares of common stock as consideration.

Upon closing of this offering, we expect that our common stock will be listed on the Nasdaq Global Select Market, or Nasdaq. If we fail to satisfy the continued listing standards of Nasdaq, however, we could be de-listed, which would negatively impact the price of our common stock.

We expect that the price of our common stock will fluctuate substantially and you may not be able to sell the shares you purchase in this offering at or above the offering price.

The initial public offering price for the shares of our common stock sold in this offering is determined by negotiation between the representatives of the underwriters and us. This price may not reflect the market price of our common stock following this offering. In addition, the market price of our common stock is likely to be highly volatile and may fluctuate substantially due to many factors, including:

• volume and customer mix for our precision oncology testing;

• the introduction of new products or product enhancements by us or others in our industry;

• disputes or other developments with respect to our or others’ intellectual property rights;

• our ability to develop, obtain regulatory clearance or approval for, and market new and enhanced products on a timely basis;

• product liability claims or other litigation;

• quarterly variations in our results of operations or those of others in our industry;

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• media exposure of our products or of those of others in our industry;

• changes in governmental regulations or in the status of our regulatory approvals or applications;

• changes in earnings estimates or recommendations by securities analysts; and

• general market conditions and other factors, including factors unrelated to our operating performance or the operating performance of our competitors.

In recent years, the stock markets generally have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies. Broad market and industry factors may significantly affect the market price of our common stock, regardless of our actual operating performance. These fluctuations may be even more pronounced in the trading market for our common stock shortly following this offering. If the market price of shares of our common stock after this offering does not ever exceed the initial public offering price, you may not realize any return on your investment in us and may lose some or all of your investment.

In addition, in the past, class action litigation has often been instituted against companies whose securities have experienced periods of volatility in market price. Securities litigation brought against us following volatility in our stock price, regardless of the merit or ultimate results of such litigation, could result in substantial costs, which would hurt our financial condition and operating results and divert management’s attention and resources from our business.

Securities analysts may not publish favorable research or reports about our business or may publish no information at all, which could cause our stock price or trading volume to decline.

If a trading market for our common stock develops, the trading market will be influenced to some extent by the research and reports that industry or financial analysts publish about us and our business. We do not control these analysts. As a newly public company, we may be slow to attract research coverage and the analysts who publish information about our common stock will have had relatively little experience with us or our industry, which could affect their ability to accurately forecast our results and could make it more likely that we fail to meet their estimates. In the event we obtain securities or industry analyst coverage, if any of the analysts who cover us provide inaccurate or unfavorable research or issue an adverse opinion regarding our stock price, our stock price could decline. If one or more of these analysts cease coverage of us or fail to publish reports covering us regularly, we could lose visibility in the market, which in turn could cause our stock price or trading volume to decline.

We are an “emerging growth company” and the reduced disclosure requirements applicable to “emerging growth companies” may make our common stock less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions and relief from various reporting requirements that are applicable to other public companies that are not “emerging growth companies.” In particular, while we are an “emerging growth company:” we will not be required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act; we will be exempt from any rules that could be adopted by the Public Company Accounting Oversight Board requiring mandatory audit firm rotations or a supplement to the auditor’s report on financial statements; we will be subject to reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements; and we will not be required to hold nonbinding advisory votes on executive compensation or stockholder approval of any golden parachute payments not previously approved.

In addition, while we are an “emerging growth company” we will not be required to comply with any new financial accounting standard until such standard is generally applicable to private companies. As a result, our financial statements may not be comparable to companies that are not “emerging growth companies” or elect not to avail themselves of this provision.

We may remain an “emerging growth company” until as late as December 31, 2023, the fiscal year-end following the fifth anniversary of the completion of this initial public offering, though we may cease to be an “emerging growth company” earlier under certain circumstances, including if (i) we have more than $1.07 billion in annual

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revenue in any fiscal year, (ii) the market value of our common stock that is held by non-affiliates exceeds $700 million as of any June 30 or (iii) we issue more than $1.0 billion of non-convertible debt over a three-year period.

The exact implications of the JOBS Act are still subject to interpretations and guidance by the SEC and other regulatory agencies, and we cannot assure you that we will be able to take advantage of all of the benefits of the JOBS Act. In addition, investors may find our common stock less attractive to the extent we rely on the exemptions and relief granted by the JOBS Act. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may decline or become more volatile.

If our estimates or judgments relating to our critical accounting policies are based on assumptions that change or prove to be incorrect, our operating results could fall below our publicly announced guidance or the expectations of securities analysts and investors, resulting in a decline in the market price of our common stock.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in our financial statements and accompanying notes. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets, liabilities, equity, revenue and expenses that are not readily apparent from other sources. As we work toward adopting and implementing the new revenue accounting standard, management will make judgments and assumptions based on our interpretation of the new standard. The new revenue standard is principle-based and interpretation of those principles may vary from company to company based on their unique circumstances. It is possible that interpretation, industry practice and guidance may evolve as we work toward implementing the new standard. If our assumptions change or if actual circumstances differ from our assumptions, our operating results may be adversely affected and could fall below our publicly announced guidance or the expectations of securities analysts and investors, resulting in a decline in the market price of our common stock.

If you purchase our common stock in this offering, you will incur immediate and substantial dilution in the book value of your shares.

Investors purchasing common stock in this offering will pay a price per share that substantially exceeds the pro forma as adjusted net tangible book value per share. As a result, investors purchasing common stock in this offering will incur immediate dilution of $         per share, based on an assumed initial public offering price of $         per share, the midpoint of the price range set forth on the cover page of this prospectus, and our pro forma as adjusted net tangible book value per share as of June 30, 2018. For more information on the dilution you may suffer as a result of investing in this offering, see the section of this prospectus entitled “Dilution.”

This dilution is due to the substantially lower price paid by our investors who purchased shares prior to this offering as compared to the price offered to the public in this offering and the exercise of stock options granted to our employees. The exercise of any of these options would result in additional dilution.

A significant portion of our total outstanding shares are restricted from immediate resale but may be sold into the market in the near future. This could cause the market price of our common stock to drop significantly, even if our business is doing well.

Sales of a substantial number of shares of our common stock in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell their shares, could result in a decrease in the market price of our common stock. Immediately after this offering, we will have outstanding             shares of common stock based on the number of shares outstanding as of June 30, 2018. This includes the shares that we are selling in this offering, which may be resold in the public market immediately without restriction, unless purchased by our affiliates. Of the remaining shares,             shares are currently restricted as a result of securities laws or 180-day lock-up agreements but will be able to be sold after the offering as described in the section of this prospectus entitled “Shares eligible for future sale.” Moreover, after this offering, holders of an aggregate of up to 78,981,118 shares of our common stock, including shares of our common stock issuable upon the conversion of the shares of our convertible preferred stock that will be outstanding immediately prior to the consummation of this offering, will have rights, subject to some conditions, to require us to file registration statements covering their shares or to include their shares in registration statements that we may file

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for ourselves or other stockholders as described in the section of this prospectus entitled “Description of capital stock—Registration rights.” We also intend to register all shares of common stock that we may issue under our equity compensation plans. Once we register these shares, they can be freely sold in the public market, subject to volume limitations applicable to affiliates and the lock-up agreements described in the section of this prospectus entitled “Underwriting.”

Our directors, officers and principal stockholders have significant voting power and may take actions that may not be in the best interests of our other stockholders.

After this offering, our officers, directors and principal stockholders each holding more than 5% of our common stock will collectively control approximately             % of our outstanding common stock. As a result, these stockholders, if they act together, will be able to control the management and affairs of our company and most matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions. This concentration of ownership may have the effect of delaying or preventing a change of control and might adversely affect the market price of our common stock. This concentration of ownership may not be in the best interests of our other stockholders.

We may allocate the net proceeds from this offering in ways that you and other stockholders may not approve.

Our management will have broad discretion in the application of the net proceeds from this offering, including for any of the purposes described in the section titled “Use of proceeds.” Because of the number and variability of factors that will determine our use of the net proceeds from this offering, their ultimate use may vary substantially from their currently intended use. Our management might not apply our net proceeds in ways that ultimately increase the value of your investment, and the failure by our management to apply these funds effectively could harm our business. Pending their use, we may invest the net proceeds from this offering in short- and intermediate-term, interest-bearing obligations, investment-grade instruments, certificates of deposit or direct or guaranteed obligations of the U.S. government. These investments may not yield a favorable return to our stockholders. If we do not invest or apply the net proceeds from this offering in ways that enhance stockholder value, we may fail to achieve expected results, which could cause our stock price to decline.

We expect to incur significant additional costs as a result of being a public company, which may adversely affect our business, financial condition and results of operations.

Upon completion of this offering, we expect to incur costs associated with corporate governance requirements that will become applicable to us as a public company, including rules and regulations of the SEC, under the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, and the Securities Exchange Act of 1934, as amended, or the Exchange Act, as well as the rules of Nasdaq. These rules and regulations are expected to significantly increase our accounting, legal and financial compliance costs and make some activities more time-consuming. We also expect these rules and regulations to make it more expensive for us to maintain directors’ and officers’ liability insurance. As a result, it may be more difficult for us to attract and retain qualified persons to serve on our board of directors or as executive officers. Accordingly, increases in costs incurred as a result of becoming a publicly traded company may adversely affect our business, financial condition and results of operations.

If we experience material weaknesses in the future or otherwise fail to maintain an effective system of internal controls in the future, we may not be able to accurately report our financial condition or results of operations which may adversely affect investor confidence in us and, as a result, the value of our common stock.

As a result of becoming a public company, we will be required, under Section 404 of the Sarbanes-Oxley Act to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting beginning with our Annual Report on Form 10-K for the year ended December 31, 2019. This assessment will need to include disclosure of any material weaknesses identified by our management in our internal control over financial reporting. A material weakness is a deficiency or combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual and interim financial statements will not be detected or prevented on a timely basis.

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We are further enhancing internal controls, processes and related documentation necessary to perform the evaluation needed to comply with Section 404. We may not be able to complete our evaluation, testing and any required remediation in a timely fashion. During the evaluation and testing process, if we identify one or more material weaknesses in our internal control over financial reporting, we will be unable to assert that our internal controls are effective. The effectiveness of our controls and procedures may be limited by a variety of factors, including:

• faulty human judgment and simple errors, omissions or mistakes;

• fraudulent action of an individual or collusion of two or more people;

• inappropriate management override of procedures; and

• the possibility that any enhancements to controls and procedures may still not be adequate to assure timely and accurate financial control.

When we cease to be an “emerging growth company” under the federal securities laws, our auditors will be required to express an opinion on the effectiveness of our internal controls. If we are unable to confirm that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion on the effectiveness of our internal controls, we could lose investor confidence in the accuracy and completeness of our financial reports, which could cause the price of our common stock to decline.

Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud.

Upon the closing of this offering, we will become subject to the periodic reporting requirements of the Exchange Act. We designed our disclosure controls and procedures to provide reasonable assurance that information we must disclose in reports we file or submit under the Exchange Act is accumulated and communicated to management, and recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. We believe that any disclosure controls and procedures, no matter how well-conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by an unauthorized override of the controls. Accordingly, because of the inherent limitations in our control system, misstatements due to error or fraud may occur and not be detected.

Provisions in our corporate charter documents and under Delaware law could make an acquisition of us more difficult and may prevent attempts by our stockholders to replace or remove our current management.

Provisions in our amended and restated certificate of incorporation and our amended and restated bylaws that will become effective upon the closing of this offering may discourage, delay or prevent a merger, acquisition or other change in control of us that stockholders may consider favorable, including transactions in which stockholders might otherwise receive a premium for their shares. These provisions could also limit the price that investors might be willing to pay in the future for shares of our common stock, thereby depressing the market price of our common stock. In addition, these provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our board of directors. Because our board of directors is responsible for appointing the members of our management team, these provisions could in turn affect any attempt by our stockholders to replace current members of our management team. Among others, these provisions include that:

• our board of directors has the exclusive right to expand the size of our board of directors and to elect directors to fill a vacancy created by the expansion of the board of directors or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on our board of directors;

• our board of directors is divided into three classes, Class I, Class II and Class III, with each class serving staggered three-year terms, which may delay the ability of stockholders to change the membership of a majority of our board of directors;

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• our stockholders may not act by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholders;

• a special meeting of stockholders may be called only by the chairman of the board of directors, the chief executive officer, the president or the board of directors, which may delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors;

• our amended and restated certificate of incorporation prohibits cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates;

• our board of directors may alter our bylaws without obtaining stockholder approval;

• the required approval of the holders of at least two-thirds of the shares entitled to vote at an election of directors to adopt, amend or repeal our bylaws or repeal the provisions of our amended and restated certificate of incorporation regarding the election and removal of directors;

• stockholders must provide advance notice and additional disclosures in order to nominate individuals for election to the board of directors or to propose matters that can be acted upon at a stockholders’ meeting, which may discourage or deter a potential acquiror from conducting a solicitation of proxies to elect the acquiror’s own slate of directors or otherwise attempting to obtain control of our company; and

• our board of directors is authorized to issue shares of preferred stock and to determine the terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquiror.

Moreover, because we are incorporated in Delaware, we are governed by the provisions of Section 203 of the Delaware General Corporation Law, which prohibits a person who owns in excess of 15% of our outstanding voting stock from merging or combining with us for a period of three years after the date of the transaction in which the person acquired in excess of 15% of our outstanding voting stock, unless the merger or combination is approved in a prescribed manner. Furthermore, our amended and restated certificate of incorporation that will become effective upon the closing of this offering specifies that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for most legal actions involving actions brought against us by stockholders. We believe this provision benefits us by providing increased consistency in the application of Delaware law by chancellors particularly experienced in resolving corporate disputes, efficient administration of cases on a more expedited schedule relative to other forums and protection against the burdens of multi-forum litigation. However, the provision may have the effect of discouraging lawsuits against our directors and officers. The enforceability of similar choice of forum provisions in other companies’ certificates of incorporation has been challenged in legal proceedings, and it is possible that, in connection with any applicable action brought against us, a court could find the choice of forum provisions contained in our restated certificate of incorporation to be inapplicable or unenforceable in such action.

Because we do not anticipate paying any cash dividends on our capital stock in the foreseeable future, capital appreciation, if any, will be your sole source of gain.

We have never declared or paid cash dividends on our capital stock. We currently intend to retain all of our future earnings, if any, to finance the growth and development of our business. In addition, any future debt or preferred securities or future debt agreements we may enter may preclude us from paying dividends. As a result, capital appreciation, if any, of our common stock will be your sole source of gain for the foreseeable future.

Recent tax legislation and future changes to applicable tax laws and regulations may have a material adverse effect on our business, financial condition and results of operations.

Changes in laws and policy relating to taxes may have an adverse effect on our business, financial condition and results of operations. For example, the U.S. government recently enacted significant tax reform, and certain provisions of the new law may adversely affect us. Changes include, but are not limited to, a federal corporate tax rate decrease to 21% for tax years beginning after December 31, 2017, limitations on interest expense deductions, the immediate expensing of certain capital expenditures, the adoption of elements of a partially territorial tax

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system, new anti-base erosion provisions, a reduction to the maximum deduction allowed for net operating losses generated in tax years after December 31, 2017 and providing for indefinite carryforwards for losses generated in tax years after December 31, 2017. The legislation is unclear in many respects and could be subject to potential amendments and technical corrections, and will be subject to interpretations and implementing regulations by the Treasury and Internal Revenue Service, any of which could mitigate or increase certain adverse effects of the legislation. In addition, it is unclear how these U.S. federal income tax changes will affect state and local taxation. Generally, future changes in applicable tax laws and regulations, or their interpretation and application could have an adverse effect on our business, financial conditions and results of operations.

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Special note regarding forward-looking statements

This prospectus contains forward-looking statements concerning our business, operations and financial performance and condition, as well as our plans, objectives and expectations for our business operations and financial performance and condition. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “aim,” “anticipate,” “assume,” “believe,” “contemplate,” “continue,” “could,” “due,” “estimate,” “expect,” “goal,” “intend,” “may,” “objective,” “plan,” “predict,” “potential,” “positioned,” “seek,” “should,” “target,” “will,” “would” and other similar expressions that are predictions of or indicate future events and future trends, or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. These forward-looking statements include, but are not limited to, statements about:

• estimates of our addressable market, future revenue, expenses, capital requirements and our needs for additional financing;

• the implementation of our business model and strategic plans for our products, technologies and businesses;

• competitive companies and technologies and our industry;

• our ability to manage and grow our business by expanding our sales to existing customers or introducing our products to new customers;

• third-party payer reimbursement and coverage decisions;

• expectations regarding our joint venture with SoftBankGroup Capital Limited;

• our ability to establish and maintain intellectual property protection for our products or avoid claims of infringement;

• potential effects of extensive government regulation;

• the timing or likelihood of regulatory filings and approvals;

• our ability to hire and retain key personnel;

• our ability to obtain additional financing in this or future offerings;

• the volatility of the trading price of our common stock;

• our belief that approval of liquid biopsy by the FDA will drive benefits in several areas of our business;

• our expectations regarding use of proceeds from this offering; and

• our expectations about market trends.

Forward-looking statements are based on management’s current expectations, estimates, forecasts and projections about our business and the industry in which we operate, and management’s beliefs and assumptions are not guarantees of future performance or development and involve known and unknown risks, uncertainties and other factors that are in some cases beyond our control. As a result, any or all of our forward-looking statements in this prospectus may turn out to be inaccurate. Furthermore, if the forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all. Factors that may cause actual results to differ materially from current expectations include, among other things, those described in the section entitled “Risk factors” and elsewhere in this prospectus. Potential investors are urged to consider these factors carefully in evaluating these forward-looking statements. These forward-looking statements speak only as of the date of this prospectus. Except as required by law, we assume no obligation to update or revise these forward-looking

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statements for any reason, even if new information becomes available in the future. You should, however, review the factors and risks and other information we describe in the reports we will file from time to time with the SEC after the date of this prospectus.

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Market, industry and other data

This prospectus contains estimates, projections and other information concerning our industry, our business and the markets for our products, including data regarding the estimated size of those markets, their projected growth rates, the perceptions and preferences of patients and physicians regarding certain therapies and other patient data and reimbursement data, as well as market research, estimates and forecasts prepared by our management. We obtained the industry, market and other data throughout this prospectus from our own internal estimates and research, as well as from publicly available information, industry publications and research, surveys and studies conducted by third-parties, including governmental agencies.

Information that is based on estimates, forecasts, projections, market research or similar methodologies is inherently subject to uncertainties and actual events or circumstances may differ materially from events and circumstances that are assumed in this information based on various factors, including those discussed in “Risk factors.”

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Use of proceeds

We estimate the net proceeds from this offering will be approximately $            million, or $             million if the underwriters exercise in full their option to purchase additional shares, assuming an initial public offering price of $            per share, the midpoint of the price range set forth on the cover page of this prospectus, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

Each $1.00 increase (decrease) in the assumed initial public offering price of $            per share, the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) the net proceeds to us by approximately $            million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting the estimated underwriting discounts and commissions. We may also increase or decrease the number of shares we are offering. Each increase (decrease) of 1,000,000 shares in the number of shares offered by us would increase (decrease) the net proceeds to us by approximately $            million, assuming that the assumed initial public offering price remains the same, and after deducting the estimated underwriting discounts and commissions.

The principal purposes of this offering are to obtain additional capital to support our operations, to create a public market for our common stock and to facilitate our potential future access to the public equity markets. As of the date of this prospectus, we cannot specify with certainty all the particular uses for the net proceeds to us from this offering. However, we intend to use the net proceeds from this offering for primarily for general corporate purposes, including working capital, sales and marketing activities, general and administrative matters and capital expenditures.

We may also use a portion of our net proceeds to co-develop, acquire or invest in products, technologies or businesses that are complementary to our business. However, we currently have no agreements or commitments to complete any such transaction.

We will have broad discretion over the uses of the net proceeds from this offering. Pending the uses described above, we plan to invest the net proceeds from this offering in short and intermediate-term, interest-bearing obligations, investment-grade instruments, certificates of deposit or direct or guaranteed obligations of the U.S. government.

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Dividend policy

We have never declared or paid any cash dividends on our common stock, and we do not currently intend to pay any cash dividends on our common stock in the foreseeable future. We currently intend to retain all available funds and any future earnings to support operations and to finance the growth and development of our business. Any future determination to pay dividends will be made at the discretion of our board of directors subject to applicable laws and the restrictions set forth in any of our contractual agreements, and will depend upon, among other factors, our results of operations, financial condition, contractual restrictions and capital requirements. Our future ability to pay cash dividends on our common stock may also be limited by the terms of any future debt or preferred securities or future credit facility.

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Capitalization

The following table sets forth our capitalization as of June 30, 2018:

• on an actual basis;

• on a pro forma basis to reflect: (i) the conversion of all outstanding shares of our convertible preferred stock into an aggregate of 78,970,767 shares of common stock; (ii) the issuance of 366,104 shares of common stock upon the exercise of outstanding common stock warrants; (iii) the conversion of warrants to purchase up to 10,351 shares of our convertible preferred stock into warrants to purchase up to 10,351 shares of common stock; and (iv) the filing and effectiveness of our amended and restated certificate of incorporation, in each case, immediately following the completion of this offering; and

• on a pro forma as adjusted basis to give further effect to the issuance and sale of            shares of common stock in this offering at an assumed initial public offering price of $            per share, the midpoint of the price range set forth on the cover page of this prospectus, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

The pro forma as adjusted information below is illustrative only, and our capitalization following the completion of this offering will be adjusted based on the actual initial public offering price and other terms of this offering determined at pricing. You should read this information together with our financial statements and related notes appearing elsewhere in this prospectus and the information set forth under the headings “Use of proceeds,” “Selected financial data” and “Management’s discussion and analysis of financial condition and results of operations.”

	As of June 30, 2018
(in thousands, except for share and per share amounts)	Actual			Pro Forma(1)			Pro Forma As Adjusted(1)
	(unaudited)
Redeemable noncontrolling interest	$	41,000		$	41,000
Stockholders’ equity:
Convertible preferred stock, $0.00001 par value per share; 80,104,464 shares authorized, 78,627,369 shares issued and outstanding, actual; no shares authorized, issued and outstanding, pro forma and pro forma as adjusted	499,974			—
Preferred stock, $0.00001 par value per share; no shares authorized, issued and outstanding, actual; 10,000,000 shares authorized, no shares issued and outstanding, pro forma and pro forma as adjusted	—			—
Common stock, $0.00001 par value per share; 111,853,396 shares authorized, 16,972,963 shares issued and outstanding, actual; 350,000,000 shares authorized, pro forma and pro forma as adjusted, 96,309,834 shares issued and outstanding, pro forma, and           shares issued and outstanding, pro forma as adjusted	—			1
Additional paid-in capital	8,718			508,691
Accumulated other comprehensive loss	(692		)	(692		)
Accumulated deficit	(231,219		)	(231,219		)
Total stockholders’ equity	276,781			276,781
Total capitalization	$	317,781		$	317,781		$

(1) Each $1.00 increase (decrease) in the assumed initial public offering of $          per share, the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) the pro forma as adjusted amount of additional paid-in capital, total stockholders’ equity and total capitalization by approximately $         million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting the estimated underwriting discounts and commissions. We may also increase or decrease the number of

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shares we are offering. Each increase (decrease) of 1,000,000 shares in the number of shares offered by us would increase (decrease) the pro forma as adjusted amount of each of additional paid-in capital, total stockholders’ equity and total capitalization by approximately $         million, assuming that the assumed initial price to the public remains the same, and after deducting the estimated underwriting discounts and commissions.

The number of shares of our common stock to be outstanding after this offering is based on 96,309,834 shares of our common stock outstanding as of June 30, 2018, and excludes the following:

• 9,958,587 shares of common stock issuable upon the exercise of options outstanding as of June 30, 2018, with a weighted-average exercise price of $2.92 per share;

• 10,351 shares of common stock issuable upon the exercise of warrants outstanding as of June 30, 2018 to purchase shares of our convertible preferred stock with a weighted-average exercise price of $2.00 per share, which will convert into warrants to purchase common stock immediately prior to the completion of this offering;

• 1,531,324 shares of common stock that were reserved for future issuance as of June 30, 2018 under the 2012 Plan, which includes 1,105,850 shares of common stock issuable upon the exercise of options granted after June 30, 2018, with a weighted-average exercise price of $5.83 per share;

•                  shares of common stock reserved for future issuance under the 2018 Plan, as well as any automatic increases in the number of shares of our common stock reserved for future issuance under this plan, which will become effective immediately prior to the completion of this offering; and

•                  shares of common stock reserved for future issuance under our 2018 Employee Stock Purchase Plan, or ESPP, as well as any automatic increases in the number of shares of our common stock reserved for further issuance under the ESPP, which will become effective on the date of this offering.

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Dilution

If you invest in our common stock in this offering, your ownership interest will be immediately diluted to the extent of the difference between the assumed initial public offering price per share and the pro forma as adjusted net tangible book value per share of our common stock after this offering.

Historical net tangible book value per share represents our total tangible assets less our total liabilities divided by the total number of shares of common stock outstanding. As of June 30, 2018, our historical net tangible book value was approximately $307.5 million, or $18.11 per share, based on 16,972,963 shares of common stock outstanding as of that date. Our pro forma net tangible book value as of June 30, 2018 was approximately $307.5 million, or $3.19 per share, after giving effect to (i) the conversion of all shares of our outstanding convertible preferred stock into an aggregate of 78,970,767 shares of common stock; (ii) the issuance of 366,104 shares of common stock upon the exercise of outstanding common stock warrants; and (iii) the conversion of all outstanding warrants to purchase shares of our convertible preferred stock into warrants to purchase 10,351 shares of our common stock, in each case, immediately prior to the completion of this offering.

After giving further effect to receipt of the net proceeds from our sale of             shares of common stock at an assumed initial public offering price of $             per share, the midpoint of the price range set forth on the cover page of this prospectus, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of June 30, 2018 would have been approximately $         million, or $         per share. This represents an immediate increase in pro forma as adjusted net tangible book value of $         per share to our existing stockholders and an immediate dilution of $            per share to new investors participating in this offering.

The following table illustrates this dilution to new investors on a per share basis:

Assumed initial public offering price per share			$
Historical net tangible book value per share as of June 30, 2018	$	18.11
Pro forma decrease in net tangible book value per share	14.92
Pro forma net tangible book value per share as of June 30, 2018	3.19
Increase in pro forma net tangible book value per share attributable to new investors participating in this offering
Pro forma as adjusted net tangible book value per share after this offering			$
Dilution per share to new investors participating in this offering			$

Each $1.00 increase (decrease) in the assumed initial public offering price of $             per share, the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) the pro forma as adjusted net tangible book value by $             per share and the dilution per share to new investors by $             per share, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting the estimated underwriting discounts and commissions.

We may also increase or decrease the number of shares we are offering. Each increase (decrease) of 1,000,000 shares in the number of shares we are offering would increase (decrease) our pro forma as adjusted net tangible book value by approximately $             million, or $             per share, and decrease (increase) the dilution per share to new investors participating in this offering by $             per share, assuming that the assumed initial public offering price remains the same, and after deducting the estimated underwriting discounts and commissions. The pro forma as adjusted information discussed above is illustrative only and will change based on the actual initial public offering price, number of shares and other terms of this offering determined at pricing.

If the underwriters’ option to purchase additional shares in this offering is exercised in full, the pro forma as adjusted net tangible book value would be approximately $             per share, and the dilution to new investors participating in this offering would be approximately $             per share.

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The table below summarizes, as of June 30, 2018, on the pro forma as adjusted basis described above, the number of shares of our common stock, the total consideration and the average price per share (i) paid to us by our existing stockholders and (ii) to be paid by new investors participating in this offering at an assumed initial public offering price of $             per share, the midpoint of the price range set forth on the cover page of this prospectus, before deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

(in thousands, except share and per share data and percentages)	Shares purchased			Total consideration			Average  price  per share
	Number	Percent		Amount	Percent
Existing stockholders	96,309,834			$			$
New investors							$
Total		100	%	$	100	%

In addition, if the underwriters’ option to purchase additional shares is exercised in full, the number of shares held by existing stockholders will be reduced to     % of the total number of shares of common stock to be outstanding upon completion of this offering, and the number of shares of common stock held by new investors participating in this offering will be further increased to     % of the total number of shares of common stock to be outstanding upon completion of the offering.

Each $1.00 increase (decrease) in the assumed initial public offering price of $             per share would increase (decrease) total consideration paid by new investors by $             million, assuming the number of shares we are offering, as set forth on the cover page of this prospectus, remains the same, after deducting the estimated underwriting discounts and commissions. We may also increase or decrease the number of shares we are offering. Each increase (decrease) of 1,000,000 in the number of shares offered by us would increase (decrease) total consideration paid by new investors by $             million, assuming that the assumed initial public offering price remains the same, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

The number of shares of our common stock to be outstanding after this offering is based on 96,309,834 shares of our common stock outstanding as of June 30, 2018, and excludes the following:

• 9,958,587 shares of common stock issuable upon the exercise of options outstanding as of June 30, 2018, with a weighted-average exercise price of $2.92 per share;

• 10,351 shares of common stock issuable upon the exercise of warrants outstanding as of June 30, 2018 to purchase shares of our convertible preferred stock with a weighted-average exercise price of $2.00 per share, which will convert into warrants to purchase common stock immediately prior to the completion of this offering;

• 1,531,324 shares of common stock that were reserved for future issuance as of June 30, 2018 under the 2012 Plan, which includes 1,105,850 shares of common stock issuable upon the exercise of options granted after June 30, 2018, with a weighted-average exercise price of $5.83 per share;

•                  shares of common stock reserved for future issuance under our 2018 Plan, as well as any automatic increases in the number of shares of our common stock reserved for future issuance under this plan, which will become effective immediately prior to the completion of this offering; and

• shares of common stock reserved for future issuance under our ESPP, as well as any automatic increases in the number of shares of our common stock reserved for further issuance under the ESPP, which will become effective on the date of this offering.

To the extent any of the outstanding options or convertible preferred stock warrants described above are exercised, new options are issued or we issue additional shares of common stock or other equity or convertible debt securities in the future, including as payment that may be required pursuant to put and call rights in our joint venture agreement with SoftBank as described in “Certain relationships and related party transactions—Joint venture with SoftBank,” there will be further dilution to investors participating in this offering.

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Selected financial data

The following tables present our selected historical financial data for the periods ended on and as of the dates indicated. The selected statements of operations data for the years ended December 31, 2016 and 2017, and the selected balance sheet data as of December 31, 2016 and 2017, are derived from our audited financial statements included elsewhere in this prospectus. The selected statements of operations data for the six months ended June 30, 2017 and 2018, and the selected balance sheet data as of June 30, 2018, are derived from our unaudited condensed consolidated financial statements included elsewhere in this prospectus. The unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America and on the same basis as our audited financial statements included elsewhere in this prospectus and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of our results of operations for the six months ended June 30, 2017 and 2018 and of our financial position as of June 30, 2018. Our historical results are not necessarily indicative of the results that may be expected in the future and results for the six months ended June 30, 2018 are not necessarily indicative of results to be expected for the full year or any other period. You should read the financial data below together with the information under the caption “Management’s discussion and analysis of financial condition and results of operations” and our audited financial statements and unaudited condensed consolidated financial statements and related notes included elsewhere in this prospectus.

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	Year Ended December 31,						Six Months Ended June 30,
(in thousands, except per share data)	2016			2017			2017			2018
							(unaudited)
Statements of Operations Data:
Revenue:
Precision oncology testing	$	24,496		$	42,088		$	17,674		$	32,013
Development services	753			7,754			1,034			4,061
Total revenue	25,249			49,842			18,708			36,074
Costs and operating expenses:
Cost of precision oncology testing	22,065			28,883			13,325			17,551
Cost of development services	59			2,735			484			1,661
Research and development expense	10,859			25,562			10,196			19,809
Sales and marketing expense	26,192			32,497			15,133			22,887
General and administrative expense	9,921			36,777			11,887			15,516
Total costs and operating expenses	69,096			126,454			51,025			77,424
Loss from operations	(43,847		)	(76,612		)	(32,317		)	(41,350		)
Interest income	733			2,234			565			1,974
Interest expense	(3,018		)	(2,702		)	(2,095		)	(648		)
Loss on debt extinguishment	—			(5,075		)	(5,075		)	—
Other income (expense), net	(1		)	(1,059		)	(649		)	4,544
Loss before provision for income taxes	(46,133		)	(83,214		)	(39,571		)	(35,480		)
Provision for income taxes	6			7			—			3
Net loss	$	(46,139	)	$	(83,221	)	$	(39,571	)	$	(35,483	)
Deemed dividend related to repurchase of Series A convertible preferred stock	—			(4,716		)	—			—
Deemed dividend related to change in conversion rate of Series D convertible preferred stock	—			(1,058		)	(1,058		)	—
Net loss attributable to common stockholders	$	(46,139	)	$	(88,995	)	$	(40,629	)	$	(35,483	)
Net loss per share attributable to common stockholders, basic and diluted(1)	$	(2.61	)	$	(5.22	)	$	(2.27	)	$	(2.15	)
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted(1)	17,692			17,054			17,923			16,475
Pro forma net loss per share attributable to common stockholders, basic and diluted (unaudited)(1)				$	(1.14	)				$	(0.37	)
Weighted-average shares used in computing pro forma net loss per share attributable to common stockholders, basic and diluted (unaudited)(1)				78,316						95,847

(1) See Notes 2 and 12 to our audited financial statements and Notes 2 and 13 to our unaudited condensed consolidated financial statements included elsewhere in this prospectus for an explanation of the method used to calculate our basic and diluted net loss per share attributable to common stockholders, basic and diluted pro forma net loss per share attributable to common stockholders, and the weighted-average number of shares used in the computation of these per share amounts.

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	As of December 31,				As of June 30,
(in thousands)	2016		2017		2018
					(unaudited)
Balance Sheet Data:
Cash, cash equivalents and marketable securities	$	95,256	$	294,574	$	301,201
Working capital(1)	88,813		223,308		253,955
Total assets	116,565		342,938		362,847
Total liabilities	36,869		34,332		45,066
Redeemable noncontrolling interest	—		—		41,000
Total stockholders’ equity	79,696		308,606		276,781

(1) We define working capital as current assets less current liabilities. See our audited financial statements and unaudited condensed consolidated financial statements and related notes included elsewhere in this prospectus for further details regarding our current assets and current liabilities.

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Management’s discussion and analysis of financial condition and results of operations

You should read the following discussion and analysis of financial condition and results of operations together with the section titled “Selected financial data” and our financial statements and related notes included elsewhere in this prospectus. This discussion and other parts of this prospectus contain forward-looking statements that involve risk and uncertainties, such as statements of our plans, objectives, expectations and intentions. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in the section titled “Risk factors.”

Overview

We are a leading precision oncology company focused on helping conquer cancer globally through use of our proprietary blood tests, vast data sets and advanced analytics. We believe that the key to conquering cancer is unprecedented access to its molecular information throughout all stages of the disease, which we intend to enable by a routine blood draw, or liquid biopsy. Our Guardant Health Oncology Platform is designed to leverage our capabilities in technology, clinical development, regulatory and reimbursement to drive commercial adoption, improve patient clinical outcomes and lower healthcare costs. In pursuit of our goal to manage cancer across all stages of the disease, we have launched our liquid biopsy tests, Guardant360 and GuardantOMNI, for advanced stage cancer, which fuel our programs developing tests for recurrence and early detection, LUNAR-1 and LUNAR-2, respectively. Guardant360, which we launched in 2014, has become the world’s market-leading comprehensive liquid biopsy test and has been used by more than 5,000 oncologists, over 40 biopharmaceutical companies and all 27 National Comprehensive Cancer Network, or NCCN, Centers. We launched GuardantOMNI in 2017 as a comprehensive genomic profiling tool to enable our biopharmaceutical customers to accelerate clinical development programs in both immuno-oncology and targeted therapy.

Since our inception, we have devoted substantially all of our resources to research and development activities related to Guardant360 and GuardantOMNI and our LUNAR-1 and LUNAR-2 programs, including clinical and regulatory initiatives to obtain approval by the FDA and sales and marketing activities. We are pioneering the clinical comprehensive liquid biopsy market with Guardant360 and GuardantOMNI. Guardant360 is a molecular diagnostic test measuring 73 cancer-related genes and GuardantOMNI is a broader 500-gene panel, both of which analyze circulating tumor DNA in blood. Guardant360 has been used over 70,000 times by clinicians to help inform which therapy may be effective for advanced stage cancer patients with solid tumors. It is also used by biopharmaceutical companies for a range of applications, including identifying target patient populations to accelerate translational science research, clinical trial enrollment, and drug development, and commercialization post-drug approval.

The analytical and clinical data that we have generated in our efforts to establish clinical utility, combined with the support we have developed with KOLs in the oncology community have led to positive coverage decisions by a number of commercial payers. Guardant360 is currently covered by Cigna and several Blue Cross Blue Shield plans, which have adopted reimbursement policies that specifically cover Guardant360 for non-small cell lung cancer, or NSCLC, which we believe gives us a competitive advantage with these payers. We anticipate approval by the FDA, if obtained, may support improvements in coverage and reimbursement for Guardant360. In July 2018, Palmetto GBA, the Medicare Administrative Contractor, or MAC, responsible for administering Medicare’s molecular diagnostic services program, issued a local coverage determination, or LCD, for Guardant360 for NSCLC patients who meet certain clinical criteria. We worked with Palmetto GBA to obtain this positive coverage decision through the submission of a detailed dossier of analytical and clinical data to substantiate that the test meets Medicare’s medical necessity requirements. Medicare pricing has not yet been finalized for this test. Noridian Healthcare Solutions, the MAC responsible for adjudicating claims in California, where our laboratory is located, is a participant in Medicare’s molecular diagnostic services program but has not yet finalized its LCD for Guardant360.

In the United States, we market our tests to clinical customers through our targeted sales organization, which as of June 30, 2018 included 30 sales representatives that are engaged in sales efforts and promotional activities primarily to oncologists and cancer centers. Outside the United States, we market our tests to clinical customers

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through distributors and direct contracts with health care institutions. We market our tests to biopharmaceutical customers globally through our business development team, which promotes the broad utility of our tests throughout drug development and commercialization. Additionally, we have established a joint venture with SoftBank to accelerate commercialization of our products in Asia, the Middle East and Africa, with our initial focus being on Japan. Our products are currently marketed in 39 countries.

We perform Guardant360 and GuardantOMNI tests in our clinical laboratory located in Redwood City, California. The laboratory is accredited by CLIA, permitted under the New York State Department of Health, or NYSDOH, and licensed in many other states including California, Florida, Maryland, Pennsylvania and Rhode Island. In January 2018, the FDA granted Guardant360 expedited access pathway designation, which offers potentially faster review for breakthrough medical devices that address unmet medical needs.

We generated total revenue of $25.2 million and $49.8 million for the years ended December 31, 2016 and 2017, respectively, and of $18.7 million and $36.1 million for the six months ended June 30, 2017 and 2018, respectively. We also incurred net losses of $46.1 million and $83.2 million for the years ended December 31, 2016 and 2017, respectively, and of $39.6 million and $35.5 million for the six months ended June 30, 2017 and 2018, respectively. We have funded our operations to date principally from the sale of convertible preferred stock, revenue from precision oncology testing and development services, and the incurrence of indebtedness. Most recently in 2017, we raised $320.4 million through the sale of our Series E convertible preferred stock. As of June 30, 2018, we had cash, cash equivalents and marketable securities of $301.2 million.

Factors affecting our performance

We believe there are several important factors that have impacted and that we expect will impact our operating performance and results of operations, including:

• Precision oncology testing volume and customer mix. Our revenue and costs are affected by the volume of testing and mix of customers from period to period. We evaluate both the volume our clinical sample tests, or the number of tests that we perform for patients on behalf of clinicians, as well as tests for biopharmaceutical companies. Our performance depends on our ability to retain and broaden adoption with existing customers, as well as attract new customers. We believe that the test volume we receive from clinicians and biopharmaceutical companies are indicators of growth in each of these customer verticals. Customer mix for our tests has the potential to significantly affect our results of operations, as the average selling price for biopharmaceutical sample testing is currently significantly greater than our average selling price for clinical tests since we are not a contracted provider for or our tests are not covered by clinical patients’ insurance. For instance, approximately 38% and 37% of our U.S. clinical tests for the year ended December 31, 2017 and for the six months ended June 30, 2018, respectively, were for Medicare beneficiaries. Since Medicare did not cover our tests during this time, we did not submit claims for reimbursement.We evaluate our average selling price for tests that are covered by commercial payers, and tests that are not covered by commercial payers, including tests for patients covered by Medicare, and patients without insurance. If we are successful in obtaining FDA approval for our liquid biopsy tests, we anticipate our aggregate sales price for clinical tests to increase as we believe FDA approval will result in Medicare coverage for our tests.

• Regulatory (FDA) approval for liquid biopsy.Guardant360 was the first comprehensive liquid biopsy approved by NYSDOH. In addition, we believe our facility was the first comprehensive liquid biopsy laboratory to be CLIA-certified, CAP-accredited and NYSDOH-permitted. While FDA approval is currently not required to market our tests in the United States, we intend to seek a PMA for Guardant360. In January 2018, the FDA granted Guardant360 expedited access pathway designation, which offers faster review for breakthrough medical devices that address unmet medical needs. In March 2018, the Centers for Medicare and Medicaid Services, or CMS, published a Decision Memorandum for next-generation sequencing tests for patients with advanced cancer who meet certain clinical criteria, or the NGS Decision Memorandum. The NGS Decision Memorandum states that coverage would be available for next-generation sequencing FDA-approved tests offered within the FDA-approved labeling. FDA approval now provides a path to reimbursement by Medicare through the NGS Decision Memorandum. We plan to submit our PMA application to the FDA in the first half of 2019. We believe that this establishes a competitive advantage for tests receiving FDA approval and that FDA approval will be

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increasingly necessary for diagnostic tests to gain adoption, both in the United States and abroad. We believe FDA approval, if obtained, will help increase adoption of our tests and facilitate favorable reimbursement decisions by Medicare and commercial payers. Any negative regulatory decisions or changes in regulatory requirements affecting our business could adversely impact our operations and financial results.

• Reimbursement for clinical sample testing. Our revenue depends on achieving broad coverage and reimbursement for our tests from third-party payers, including both commercial and government payers. Payment from third-party payers differs depending on whether we have entered into a contract with the payers as a “participating provider” or do not have a contract and are considered a “non-participating provider.” Payers will often reimburse non-participating providers, if at all, at a lower amount than participating providers. We have received a substantial portion of our revenue from a limited number of third-party commercial payers, most of which have not contracted with us to be a participating provider. We have received reimbursement for tests of patients with a variety of cancers, though for amounts that on average are significantly lower than for participating providers. Historically, we have experienced situations where commercial payers proactively reduced the amounts they were willing to reimburse for our tests, and in other situations, commercial payers have determined that the amounts they previously paid were too high and have sought to recover those perceived excess payments by deducting such amounts from payments otherwise being made. When we contract to serve as a participating provider, reimbursements are made pursuant to a negotiated fee schedule and are limited to only covered indications. Becoming a participating provider generally results in higher reimbursement for covered indications and lack of reimbursement for non-covered indications. As a result, the impact of becoming a participating provider with a specific payer will vary based on historical reimbursement as a non-participating provider for that payer, and in some situations, the benefit of increased reimbursement for covered testing could be offset by the loss of reimbursement on other tests previously received when we served as a non-participating provider. Recently Cigna and multiple Blue Cross Blue Shield plans adopted reimbursement policies that cover Guardant360 for the majority of NSCLC patients we test. If their reimbursement policies were to change in the future to cover additional cancer indications, we anticipate that our total reimbursement would increase. If we are not able to obtain or maintain coverage and adequate reimbursement from third-party payers, we may not be able to effectively increase our testing volume and revenue as expected. Additionally, retrospective reimbursement adjustments can negatively impact our revenue and cause our financial results to fluctuate.

• Investment in clinical studies and product innovation to support commercial growth. A significant aspect of our business is our investment in research and development, including the development of new products, such as those being developed as part of our LUNAR-1 and LUNAR-2 programs, and our investments in clinical utility studies. In particular, we have invested heavily in clinical studies, including 29 clinical outcomes studies, the largest-ever liquid-to-tissue concordance study, and a prospective interventional clinical utility study demonstrating clinical overall response rates in line with tissue biopsy approaches. Our clinical research has resulted in 80 peer-reviewed publications for Guardant360. In addition to clinical studies, we are collaborating with investigators from multiple academic cancer centers, including MD Anderson Cancer Center, the University of Colorado, Memorial Sloan Kettering Cancer Center, Massachusetts General Cancer Center, Wake Forest Cancer Center and the University of California San Francisco, as well as several international institutions. We believe these studies are critical to gaining physician adoption and driving favorable coverage decisions by payers, and expect our investments to increase. We expect to increase our research and development expense with the goal of fueling further innovation.

• Ability to attract new biopharmaceutical customers and maintain and expand relationships with existing customers. Our business development team promotes the broad utility of our products for biopharmaceutical companies in the United States and internationally. Our revenue and business opportunities depend in part on our ability to attract new biopharmaceutical customers and to maintain and expand relationships with existing customers, and we expect to increase our sales and marketing expense in furtherance of this goal. As we continue to develop these relationships, we expect to support a growing number of clinical trials both in the United States and internationally. If our relationships expand, we believe we may have opportunities to offer our platform for companion diagnostic development, novel target discovery and validation efforts, and to grow into other commercial opportunities. For example, we believe genomic data, in combination with clinical outcomes or claims data, has revenue-generating potential, including for novel target identification.

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• International expansion. A component of our long-term growth strategy is to expand our commercial footprint internationally, and we expect to increase our sales and marketing expense to execute on this strategy. We currently offer our tests in 38 countries outside the United States, primarily through distributor relationships or direct contracts with hospitals. In May 2018, we formed and capitalized a joint venture, Guardant Health AMEA, Inc., which we refer to as the Joint Venture, with SoftBank relating to the sale, marketing and distribution of our tests in all areas worldwide outside of North America, Central America, South America, the United Kingdom, all other member states of the European Union as of May 2017, Iceland, Norway, Switzerland and Turkey, or the JV Territory. Depending on the market opportunity in a country, the Joint Venture may create direct operations, sell through a distribution model or license to a third party. Direct operations would entail full operations including a laboratory, sales and marketing and regulatory among other functions. Under the distribution model, our tests would be marketed and sold by the Joint Venture or third-party distributors in relevant countries within the JV territory, and the tests would be performed by or on behalf of us or our affiliates outside of such countries on samples obtained by the Joint Venture or third-party distributors in such countries. Following a determination by the board of directors of the Joint Venture on the appropriate model for an individual country, we will enter into agreements with the Joint Venture with respect to the individual country based on the license or distribution model. We expect to rely on the Joint Venture to accelerate commercialization of our products in Asia, the Middle East and Africa, with our initial focus being on Japan.

While each of these areas present significant opportunities for us, they also pose significant risks and challenges that we must address. See “Risk factors” for more information.

Components of results of operations

Revenue

We derive our revenue from two sources: (i) precision oncology testing and (ii) development services.

Precision oncology testing. Precision oncology testing revenue is generated from sales of our tests. In the United States, we performed tests as an out-of-network service provider without contracts with health insurance companies. We submitted claims for payment for U.S. test from patients covered by private insurance payers. We did not submit claims for U.S. tests from patients covered by Medicare, which represented approximately 38% and 37% of U.S. tests processed for the year ended December 31, 2017 and for the six months ended June 30, 2018, respectively. Due to the lack of contracts with U.S. insurance payers and variability in payments received for claims submitted, revenue is not recognized at the time the service is performed as the price of the transaction is not fixed and determinable and collectability is not reasonably assured. We expect to recognize revenue on a cash basis for testing of U.S. clinical samples until we have sufficient history to reliably estimate payment patterns. We provided precision oncology testing to biopharmaceutical companies under contracts, therefore we recognized revenue on an accrual basis for those services.

Development services.Development services revenue represents services, other than precision oncology testing, that we provide to biopharmaceutical companies and large medical institutions. It includes companion diagnostic developmentand regulatory approval services, clinical trial referrals and liquid biopsy testing development and support. We collaborate with biopharmaceutical companies in the development and clinical trials of new drugs. As part of these collaborations, we provide services related to regulatory filings with the FDA to support companion diagnostic device submissions for our liquid biopsy panels. Under these collaborations we generate revenue from achievement of milestones, as well as provision of on-going support. These collaboration arrangements include no royalty obligations. Development services revenue can vary over time as different projects start and complete, and we expect total development services revenue to be lower in the year of 2018 than it was in 2017 due to timing of two significant collaboration arrangements, which were mainly performed in 2017.

Costs and operating expenses

Cost of precision oncology testing. Cost of precision oncology testing generally consists of cost of materials, direct labor, including bonus, benefit and stock-based compensation; equipment and infrastructure expenses associated with processing liquid biopsy test samples, including sample accessioning, library preparation, sequencing, quality control analyses and shipping charges to transport blood samples; freight; curation of test results for physicians; and license fees due to third parties. Infrastructure expenses include depreciation of laboratory equipment, rent costs, amortization of leasehold improvements and information technology costs. Costs associated with performing our tests are recorded as the tests are processed regardless of whether revenue was recognized with respect to the tests. Royalties for licensed technology are calculated as a percentage of revenues generated using the associated technology and recorded as expense at the time the related revenue is recognized. One-time royalty payments related to signing of license agreements or other milestones, such as issuance of new patents, are amortized to expense over the expected useful life of the patents.While we do not believe the technologies underlying these licenses are necessary to permit us to provide our tests, we do believe these technologies are potentially valuable and of possible strategic importance to us or our competitors. Under these license agreements, we are obligated to pay aggregate royalties ranging from 2.5% to 3.0% of sales in which the patents are used in the product or service sold, subject to minimum annual royalties or fees in certain agreements. Cost of precision oncology testing revenue included $1.1 million of royalty expense for the year ended December 31, 2017 compared to $0.7 million for the ended December 31, 2016, and $0.6 million for the six months ended June 30, 2018 compared to $0.5 million for the six months ended June 30, 2017.

We expect the cost of precision oncology testing to generally increase in line with the increase in the number of tests we perform, but the cost per test to decrease modestly over time due to the efficiencies we may gain as test volume increases, and from automation and other cost reductions.

Cost of development services. Cost of development services includes costs incurred for the performance of development services requested by our customers. For development of new products, costs incurred before

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technological feasibility has been achieved are reported as research and development expenses, while costs incurred thereafter are reported as cost of revenue. Cost of development services will vary depending on the nature, timing and scope of customer projects.

Research and development expense. Research and development expenses consist of costs incurred to develop technology and include salaries and benefits, reagents and supplies used in research and development laboratory work, infrastructure expenses, including allocated facility occupancy and information technology costs, contract services, other outside costs and costs to develop our technology capabilities. Research and development expenses also include costs related to activities performed under contracts with biopharmaceutical companies. Research and development costs are expensed as incurred.Payments made prior to the receipt of goods or services to be used in research and development are deferred and recognized as expense in the period in which the related goods are received or services are rendered. Costs to develop tour technology capabilities are recorded as research and development unless they meet the criteria to be capitalized as internal-use software costs.

We expect that our research and development expenses will continue to increase in absolute dollars as we continue to innovate and develop additional products, expand our genomic and medical data management resources and conduct our ongoing and new clinical trials.This expense, though expected to increase in absolute dollars, is expected to decrease modestly as a percentage of revenue in the long term, though it may fluctuate as a percentage from period to period due to the timing and extent of these expenses.

Sales and marketing expense. Our sales and marketing expenses are expensed as incurred and include costs associated with our sales organization, including our direct sales force and sales management, client services, marketing and reimbursement, as well as business development personnel who are focused on our biopharmaceutical customers. These expenses consist primarily of salaries, commissions, bonuses, employee benefits, travel and stock-based compensation, as well as marketing and educational activities and allocated overhead expenses.

We expect our sales and marketing expenses to increase in absolute dollars as we expand our sales force, increase our presence within and outside of the United States, and increase our marketing activities to drive further awareness and adoption of Guardant360 and GuardantOMNI and our future products.These expenses, though expected to increase in absolute dollars, are expected to decrease modestly as a percentage of revenue in the long term, though they may fluctuate as a percentage from period to period due to the timing and extent of these expenses.

General and administrative expense. Our general and administrative expenses include costs for our executive, accounting and finance, legal and human resources functions. These expenses consist principally of salaries, bonuses, employee benefits, travel and stock-based compensation, as well as professional services fees such as consulting, audit, tax and legal fees, and general corporate costs and allocated overhead expenses.

We expect that our general and administrative expenses will continue to increase in absolute dollars after this offering, primarily due to increased headcount and costs associated with operating as a public company, including expenses related to legal, accounting, regulatory, maintaining compliance with exchange listing and requirements of the SEC, director and officer insurance premiums and investor relations.These expenses, though expected to increase in absolute dollars, are expected to decrease modestly as a percentage of revenue in the long term, though they may fluctuate as a percentage from period to period due to the timing and extent of these expenses.

Interest income

Interest income consists of interest earned on our cash, cash equivalents and marketable securities. Our interest income has not been significant to date but we expect to increase primarily as we invest the net proceeds from this offering.

Interest expense

Interest expense consists primarily of interest from a loan, capital leases and royalty obligations. For 2018, we expect our interest expense to decrease as compared to 2016 and 2017, as we repaid the outstanding principal balance and interest on our term loan in June 2017.

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Loss on debt extinguishment

In June 2017, we repaid a loan prior to maturity which resulted in an extinguishment of the debt for accounting purposes. The difference between the reacquisition price and the net carrying amount of the debt and related royalty liabilities of $5.1 million was recognized as a one-time charge for the year ended December 31, 2017.

Other income (expense), net

In the first quarter of 2018, we settled a commercial legal dispute. In connection with the settlement, we received a payment of $4.25 million, which was recognized as one-time other income for the six months ended June 30, 2018.

Other income (expense), net also consists of foreign currency exchange gains and losses. Foreign currency exchange gains and losses relate to transactions and asset and liability balances denominated in currencies other than the U.S. dollar, primarily comprised of an obligation related to a royalty denominated in Euros. We expect our foreign currency gains and losses to continue to fluctuate in the future due to changes in foreign currency exchange rates.

Series E convertible preferred stock financing

In May 2017 we entered into a Series E convertible preferred stock purchase agreement with SoftBank and certain of our existing stockholders. Pursuant to the purchase agreement, we issued and sold an aggregate of 38,174,246 shares of Series E convertible preferred stock at a purchase price of $8.3936 per share, for an aggregate purchase price of $320.4 million. The purchase agreement also provided that we would issue additional shares of Series E convertible preferred stock to the investors in such an amount as to cause SoftBank’s equity ownership to equal 35% of our outstanding fully-diluted capital stock measured 70 days after the initial closing. The purpose of this gross-up was to cause SoftBank’s equity ownership to reach 35% following various repurchases of our equity from existing stockholders. As a result, in July 2017, we repurchased an aggregate of 2,152,431 shares of common stock from certain of our directors and executive officers for a purchase price of $7.55424 per share, which represented a price equal to 90% of the original price per share for the Series E convertible preferred stock. We also engaged in a tender offer pursuant to which we repurchased 177,894 shares of common stock from certain employees at the same per share price paid for the Series E convertible preferred stock, and 666,920 shares of Series A convertible preferred stock from existing stockholders at a purchase price of $8.00 per share of Series A convertible preferred stock. Following these repurchases, in October 2017, we issued an additional 796,346 shares of Series E convertible preferred stock to the Series E investors for a purchase price of $0.00001 per share pursuant to the terms of the gross-up provision. For a more detailed discussion of the Series E financing, see “Certain relationships and related party transactions—Sale of Series E convertible preferred stock.”

In addition, in connection with SoftBank’s purchase of Series E convertible preferred stock, we also agreed to enter into a joint venture agreement with Softbank relating to the commercialization and distribution of products throughout the JV Territory. Upon the incorporation of the Joint Venture (Guardant Health AMEA, Inc.) in May 2018, SoftBank purchased 40,000 shares of common stock of the Joint Venture in exchange for $41.0 million in cash and we purchased 40,000 shares of common stock of the Joint Venture in exchange for $9.0 million in cash. We also entered into various ancillary agreements with the Joint Venture necessary to operate its business. Under the terms of the joint venture agreement, neither we nor SoftBank is obligated to make any further capital contribution, in cash or otherwise, to the Joint Venture. In the event the Joint Venture requires any additional funding for its operations, the Joint Venture may seek debt financing from third parties, or may seek additional financing from its major shareholders, which will be on a pro rata basis among major shareholders unless such shareholders agree otherwise. For a detailed discussion of the Joint Venture, see “Certain relationships and related party transactions—Joint venture with SoftBank.”

Results of operations

The following table set forth the significant components of our results of operations for the periods presented.

	Year Ended December 31,						Six Months Ended June 30,
	2016			2017			2017			2018
							(unaudited)
	(in thousands)
Revenue:
Precision oncology testing	$	24,496		$	42,088		$	17,674		$	32,013
Development services	753			7,754			1,034			4,061
Total revenue	25,249			49,842			18,708			36,074
Costs and operating expenses:
Cost of precision oncology testing(1)(2)	22,065			28,883			13,325			17,551
Cost of development services	59			2,735			484			1,661
Research and development expense(1)(2)	10,859			25,562			10,196			19,809
Sales and marketing expense(1)(2)	26,192			32,497			15,133			22,887
General and administrative expense(1)(2)	9,921			36,777			11,887			15,516
Total costs and operating expenses	69,096			126,454			51,025			77,424
Loss from operations	(43,847		)	(76,612		)	(32,317		)	(41,350		)
Interest income	733			2,234			565			1,974
Interest expense	(3,018		)	(2,702		)	(2,095		)	(648		)
Loss on debt extinguishment	—			(5,075		)	(5,075		)	—
Other income (expense), net	(1		)	(1,059		)	(649		)	4,544
Loss before provision for income taxes	(46,133		)	(83,214		)	(39,571		)	(35,480		)
Provision for income taxes	6			7			—			3
Net loss	$	(46,139	)	$	(83,221	)	$	(39,571	)	$	(35,483	)

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(1) Amounts include stock-based compensation expense as follows:

	Year Ended December 31,				Six Months Ended June 30,
	2016		2017		2017		2018
					(unaudited)
	(in thousands)
Cost of precision oncology testing	$	225	$	162	$	129	$	142
Research and development expense	479		507		290		418
Sales and marketing expense	1,031		80		540		633
General and administrative expense	236		2,921		331		1,264
Total stock-based compensation expense	$	1,971	$	3,670	$	1,290	$	2,457

(2) Amounts include compensation expenses associated with repurchase of common stock as follows:

	Year Ended December 31,				Six Months Ended June 30,
	2016		2017		2017		2018
					(unaudited)
	(in thousands)
Cost of precision oncology testing	$	2	$	72	$	—	$	—
Research and development expense	67		250		—		—
Sales and marketing expense	56		659		—		—
General and administrative expense	—		9,672		—		157
Total compensation expense associated with repurchase of common stock	$	125	$	10,653	$	—	$	157

Comparison of the six months ended June 30, 2017 and 2018

Revenue

	Six Months Ended June 30,				Change
	2017		2018		$		%
	(unaudited)
	(in thousands)
Precision oncology testing	$	17,674	$	32,013	$	14,339	81	%
Development services	1,034		4,061		3,027		293	%
Total revenue	$	18,708	$	36,074	$	17,366	93	%

Total revenue was $36.1 million for the six months ended June 30, 2018 compared to $18.7 million for the six months ended June 30, 2017, an increase of $17.4 million, or 93%.

Precision oncology testing revenue increased to $32.0 million for the six months ended June 30, 2018 from $17.7 million for the six months ended June 30, 2017, an increase of $14.3 million, or 81%. This increase in precision oncology testing revenue was primarily due to an increase in tests processed. Tests for clinical customers increased to 13,969 for the six months ended June 30, 2018 from 12,080 for the six months ended June 30, 2017 mainly due to an increase in the number of physicians ordering Guardant360 tests. Additionally, revenue for most clinical tests is recognized as cash payments are received. Cash receipts relative to the number of tests processed in period were higher in the six months ended June 30, 2018 than in the six months ended June 30, 2017. Tests for

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biopharmaceutical customers increased to 4,832 for the six months ended June 30, 2018 from 2,154 for the six months ended June 30, 2017 due to an increase in the number of biopharmaceutical customers and their contracted projects. The average selling price of biopharmaceutical tests was $3,131 for the six months ended June 30, 2018, up from $2,802 for the six months ended June 30, 2017 due to introduction at the end of 2017 of the GuardantOMNI test, which has a higher selling price than the Guardant360 test.

Development services revenue increased to $4.1 million for the six months ended June 30, 2018 from $1.0 million for the six months ended June 30, 2017, an increase of $3.0 million, or 293%. This increase in development services revenue was due to new projects in 2018, and was mainly received from biopharmaceutical customers for companion diagnostic development and regulatory approval services, plus completion of a lab installation project, which was mainly performed in 2017.

Costs and operating expenses

Cost of precision oncology testing

	Six Months Ended June 30,				Change
	2017		2018		$		%
	(unaudited)
	(in thousands)
Cost of precision oncology testing	$	13,325	$	17,551	$	4,226	32	%

Cost of precision oncology testing revenue was $17.6 million for the six months ended June 30, 2018 compared to $13.3 million for the six months ended June 30, 2017, an increase of $4.2 million, or 32%. This increase in cost of precision oncology testing was primarily due to a $2.2 million increase in material costs, a $1.5 million increase in production labor and overhead costs and a $0.5 million increase in other costs including freight, royalties and curation of test results for physicians.

Cost of development services

	Six Months Ended June 30,				Change
	2017		2018		$		%
	(unaudited)
	(in thousands)
Cost of development services	$	484	$	1,661	$	1,177	243	%

Cost of development services was $1.7 million for the six months ended June 30, 2018 compared to $0.5 million for the six months ended June 30, 2017, an increase of $1.2 million, or 243%. Costs include material and labor costs incurred after technological feasibility was achieved on these development programs.

Research and development expense

	Six Months Ended June 30,				Change
	2017		2018		$		%
	(unaudited)
	(in thousands)
Research and development	$	10,196	$	19,809	$	9,613	94	%

Research and development expenses were $19.8 million for the six months ended June 30, 2018 compared to $10.2 million for the six months ended June 30, 2017, an increase of $9.6 million, or 94%. This increase in research and development expense was primarily due to an increase of $3.7 million in personnel-related costs for employees in our research and development group as we increased our headcount to support continued investment

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in our technology. This increase is also attributable to an increase of $2.1 million related to allocated facilities and information technology infrastructure costs, an increase of $1.8 million in material costs incurred for the development of the GuardantOMNI liquid biopsy panel and development of technology in connection with a lab installation project prior to achievement of technological feasibility in each project, and an increase of $1.4 million in development consulting fees.

Sales and marketing expense

	Six Months Ended June 30,				Change
	2017		2018		$		%
	(unaudited)
	(in thousands)
Sales and marketing	$	15,133	$	22,887	$	7,754	51	%

Selling and marketing expenses were $22.9 million for the six months ended June 30, 2018 compared to $15.1 million for the six months ended June 30, 2017, an increase of $7.8 million, or 51%. This increase was primarily due to an increase of $4.7 million in personnel-related costs associated with the expansion of our sales organization, an increase of $1.8 million related to allocated facilities and information technology infrastructure costs and an increase of $0.7 million in travel expenses.

General and administrative expense

	Six Months Ended June 30,				Change
	2017		2018		$		%
	(unaudited)
	(in thousands)
General and administrative	$	11,887	$	15,516	$	3,629	31	%

General and administrative expenses were $15.5 million for the six months ended June 30, 2018 compared to $11.9 million for the six months ended June 30, 2017, an increase of $3.6 million, or 31%. This increase was primarily due to an increase of $2.1 million in personnel-related costs, including a $0.9 million increase in stock-based compensation as we increased our headcount. We also had an increase of $0.6 million in professional service expenses related to outside legal, accounting, consulting and IT services and an increase of $0.4 million related to allocated facilities and information technology infrastructure costs.

Interest income

	Six Months Ended June 30,				Change
	2017		2018		$		%
	(unaudited)
	(in thousands)
Interest income	$	565	$	1,974	$	1,409	249	%

Interest income was $2.0 million for the six months ended June 30, 2018 compared to $0.6 million for the six months ended June 30, 2017, an increase of $1.4 million, or 249%. This increase was primarily due to a significant increase in cash, cash equivalents and marketable securities during the six months ended June 30, 2018 primarily as a result of cash received from our Series E convertible preferred stock financing.

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Interest expense

	Six Months Ended June 30,				Change
	2017		2018		$			%
	(unaudited)
	(in thousands)
Interest expense	$	2,095	$	648	$	(1,447	)	(69	)%

Interest expense was $0.6 million for the six months ended June 30, 2018 compared to $2.1 million for the six months ended June 30, 2017, a decrease of $1.4 million, or 69%. This decrease was primarily due to the repayment of our debt in June 2017, partially offset by interest incurred on an obligation related to a royalty in connection with a license agreement entered into in January 2017.

Loss on debt extinguishment

	Six Months Ended June 30,					Change
	2017			2018		$		%
	(unaudited)
	(in thousands)
Loss on debt extinguishment	$	(5,075	)	$	—	$	5,075	*

* Not meaningful

Loss on debt extinguishment was $5.1 million for the six months ended June 30, 2017. There was no similar charge for the six months ended June 30, 2018. This loss was due to our repayment in June 2017 of the outstanding principal balance and interest on our term loan and buyout of the associated royalty obligation prior to the loan’s maturity.

Other income (expense), net

	Six Months Ended June 30,					Change
	2017			2018		$		%
	(unaudited)
	(in thousands)
Other income (expense), net	$	(649	)	$	4,544	$	5,193	*

* Not meaningful

Other income (expense), net included a gain of $4.25 million for settlement of a commercial legal dispute for the six months ended June 30, 2018. There was no similar charge or gain for the six months ended June 30, 2017.

Other income (expense), net also included foreign currency exchange losses of $0.6 million for the six months ended June 30, 2017, and foreign currency exchange gains of $0.2 million for the six months ended June 30, 2018. This increase was primarily due to an obligation denominated in Euros in connection with a license agreement entered into in January 2017.

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Provision for income taxes

	Six Months Ended June 30,				Change
	2017		2018		$		%
	(unaudited)
	(in thousands)
Provision for income taxes	$	—	$	3	$	3	*

* Not meaningful

Provision for income taxes was very small for the six months ended June 30, 2017 and 2018 due to the losses incurred by us. The net change was insignificant.

Comparison of the years ended December 31, 2016 and 2017

Revenue

	Year Ended December 31,				Change
	2016		2017		$		%
	(in thousands)
Precision oncology testing	$	24,496	$	42,088	$	17,592	72	%
Development services	753		7,754		$	7,001	930	%
Total revenue	$	25,249	$	49,842	$	24,593	97	%

Total revenue was $49.8 million for the year ended December 31, 2017 compared to $25.2 million for the year ended December 31, 2016, an increase of $24.6 million, or 97%.

Precision oncology testing revenue increased to $42.1 million for the year ended December 31, 2017 from $24.5 million in the year ended December 31, 2016, an increase of $17.6 million, or 72%. This increase in precision oncology testing revenue was primarily due to an increase in tests processed. Tests for clinical customers increased to 25,626 for the year ended December 31, 2017 from 18,663 for the year ended December 31, 2016 mainly due to an increase in the number of physicians ordering Guardant360 tests. Tests for biopharmaceutical customers increased to 6,286 for the year ended December 31, 2017 from 1,830 for the year ended December 31, 2016 due to an increase in the number of biopharmaceutical customers and their contracted projects.

Development service revenue increased to $7.8 million for the year ended December 31, 2017 from $0.8 million in the year ended December 31, 2016, an increase of $7.0 million, or 930%. This increase in development service revenue was due to new projects in 2017, mainly revenue received from biopharmaceutical customers for development of GuardantOMNI and a lab installation project.

Costs and operating expenses

Cost of precision oncology testing

	Year Ended December 31,				Change
	2016		2017		$		%
	(in thousands)
Cost of precision oncology testing	$	22,065	$	28,883	$	6,818	31	%

Cost of precision oncology testing revenue was $28.9 million for the year ended December 31, 2017 compared to $22.1 million for the year ended December 31, 2016, an increase of $6.8 million, or 31%. This increase in cost of precision oncology testing was primarily due to a $2.7 million increase in material costs, a $2.5 million increase in

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production labor and overhead costs, and a $1.6 million increase in other costs including freight, royalties and curation of test results for physicians.

Cost of development services

	Year Ended December 31,				Change
	2016		2017		$		%
	(in thousands)
Cost of development services	$	59	$	2,735	$	2,676	*

* Not meaningful

Cost of development services was $2.7 million for the year ended December 31, 2017 compared to $0.1 million for the year ended December 31, 2016, an increase of $2.7 million. This increase in cost of development services revenue was primarily due to the increase in development services provided to customers. Costs include material and labor costs incurred after technological feasibility was achieved on these development programs.

Research and development expense

	Year Ended December 31,				Change
	2016		2017		$		%
	(in thousands)
Research and development	$	10,859	$	25,562	$	14,703	135	%

Research and development expenses were $25.6 million for the year ended December 31, 2017 compared to $10.9 million for the year ended December 31, 2016, an increase of $14.7 million, or 135%. This increase in research and development expense was primarily due to an increase of $6.5 million in personnel-related costs for employees in our research and development group as we increased our headcount to support continued investment in our technology. This increase is also attributable to $2.7 million in material costs incurred for the development of the GuardantOMNI liquid biopsy panel and development of technology in connection with a lab installation project prior to achievement of technological feasibility in each project, and an increase of $2.6 million in development consulting fees.

Sales and marketing expense

	Year Ended December 31,				Change
	2016		2017		$		%
	(in thousands)
Sales and marketing	$	26,192	$	32,497	$	6,305	24	%

Selling and marketing expenses were $32.5 million for the year ended December 31, 2017 compared to $26.2 million for the year ended December 31, 2016, an increase of $6.3 million, or 24%. This increase was primarily due to an increase of $6.3 million in personnel-related costs for expansion of our sales organization and an increase of $0.9 million related to allocated facilities and information technology infrastructure costs, partially offset by a $1.0 million decrease in stock-based compensation expense.

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General and administrative expense

	Year Ended December 31,				Change
	2016		2017		$		%
	(in thousands)
General and administrative	$	9,921	$	36,777	$	26,856	271	%

General and administrative expenses were $36.8 million for the year ended December 31, 2017 compared to $9.9 million for the year ended December 31, 2016, an increase of $26.9 million, or 271%. This increase was primarily due to an increase of $9.7 million in compensation expenses as we repurchased common stock from certain executive officers and an increase of $6.3 million in personnel-related costs for our employees, including a $2.7 million increase in stock-based compensation as we increased our headcount. We also had an increase of $8.0 million in legal expenses primarily due to $4.3 million in costs associated with ongoing and recently settled patent lawsuits and a recently settled commercial legal dispute and an increase of $0.9 million related to allocated facilities and information technology infrastructure costs.

Interest income

	Year Ended December 31,				Change
	2016		2017		$		%
	(in thousands)
Interest income	$	733	$	2,234	$	1,501	205	%

Interest income was $2.2 million for the year ended December 31, 2017 compared to $0.7 million for the year ended December 31, 2016, an increase of $1.5 million, or 205%. This increase was primarily due to a significant increase in cash, cash equivalents and marketable securities during the year ended December 31, 2017 primarily as a result of cash received from our Series E convertible preferred stock financing.

Interest expense

	Year Ended December 31,				Change
	2016		2017		$			%
	(in thousands)
Interest expense	$	3,018	$	2,702	$	(316	)	(10	)%

Interest expense was $2.7 million for the year ended December 31, 2017 compared to $3.0 million for the year ended December 31, 2016, a decrease of $0.3 million, or 10%. This decrease was primarily due to the repayment of our debt in June 2017, partially offset by interest incurred on an obligation related to a royalty in connection with a license agreement entered into in January 2017.

Loss on debt extinguishment

	Year Ended December 31,					Change
	2016		2017			$			%
	(in thousands)
Loss on debt extinguishment	$	—	$	(5,075	)	$	(5,075	)	*

* Not meaningful

Loss on debt extinguishment was $5.1 million for the year ended December 31, 2017. There was no similar charge for the year ended December 31, 2016. This loss was due to our repayment in June 2017 of the outstanding

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principal balance and interest on our term loan and buyout of the associated royalty obligation prior to the loan’s maturity.

Other income (expense), net

	Year Ended December 31,						Change
	2016			2017			$			%
	(in thousands)
Other income (expense), net	$	(1	)	$	(1,059	)	$	(1,058	)	*

* Not meaningful

Other income (expense), net included foreign currency exchange losses of $1.0 million for the year ended December 31, 2017. This increase was primarily due to an obligation denominated in Euros in connection with a license agreement entered into in January 2017.

Provision for income taxes

	Year Ended December 31,				Change
	2016		2017		$		%
	(in thousands)
Provision for income taxes	$	6	$	7	$	1	17	%

Provision for income taxes was very small for the years ended December 31, 2017 and 2016 due to the losses incurred by us. The net change was insignificant.

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Quarterly Results of Operations

The following tables set forth selected unaudited quarterly consolidated statements of operations data for each of the six quarters in the period ended June 30, 2018. The information for each of these quarters has been prepared in accordance with generally accepted accounting principles in the United States of America and on the same basis as our audited financial statements included elsewhere in this prospectus and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of our results of operations. This data should be read in conjunction with our financial statements and related notes included elsewhere in this prospectus. These quarterly operating results are not necessarily indicative of our operating results for the full year or any future period.

on the same basis as our audited financial statements included elsewhere in this prospectus and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of our results of operations for the six months ended June 30, 2017 and 2018 and of our financial position as of June 30, 2018.

	Three Months Ended
	March 31, 2017			June 30, 2017			September 30,  2017			December 31,  2017			March 31, 2018			June 30, 2018
							(unaudited)
							(in thousands)
Revenue:
Precision oncology testing	$	8,346		$	9,328		$	10,253		$	14,161		$	14,191		$	17,822
Development services	166			868			879			5,841			2,501			1,560
Total revenue	8,512			10,196			11,132			20,002			16,692			19,382
Costs and operating expenses:
Cost of precision oncology testing	6,371			6,954			7,603			7,955			8,045			9,506
Cost of development services	3			481			1,058			1,193			1,208			453
Research and development expense	4,702			5,494			7,246			8,120			8,255			11,554
Sales and marketing expense	7,204			7,929			7,808			9,556			11,312			11,575
General and administrative expense	5,212			6,675			16,095			8,795			6,519			8,997
Total costs and operating expenses	23,492			27,533			39,810			35,619			35,339			42,085
Loss from operations	(14,980		)	(17,337		)	(28,678		)	(15,617		)	(18,647		)	(22,703		)
Interest income	205			360			657			1,012			985			989
Interest expense	(1,039		)	(1,056		)	(303		)	(304		)	(331		)	(317		)
Loss on debt extinguishment	—			(5,075		)	—			—			—			—
Other income (expense), net	(204		)	(445		)	(266		)	(144		)	4,149			395
Loss before provision for income taxes	(16,018		)	(23,553		)	(28,590		)	(15,053		)	(13,844		)	(21,636		)
Provision for income taxes	—			—			—			7			—			3
Net loss	(16,018		)	(23,553		)	(28,590		)	(15,060		)	(13,844		)	(21,639		)

Quarterly Revenue Trends

Our precision oncology revenue increased in each quarter throughout 2017 and the six months ended June 30, 2018. The increase in precision oncology testing revenue was due to an increase in tests processed. The decrease in development services revenue in the quarters for the six months ended June 30, 2018 was due to recognition of revenue for most of a lab installation project in the fourth quarter of 2017.

Quarterly Costs and Operating Expense Trends

Cost of precision oncology testing increased sequentially during the periods presented primarily due to the addition of personnel in connection with the expansion of our business. Cost of development services was significant in the

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second half of 2017 due to the achievement of technological feasibility in May 2017 related to the development of the GuardantOMNI liquid biopsy panel and development of technology in connection with a lab installation project. Research and development expense increased sequentially during the periods presented as we increased headcount to support continued investment in our technology. Sales and marketing expenses increased sequentially during the periods presented primarily due to an increase in personnel costs related to expansion of the sales and marketing teams worldwide and increased marketing activities. General and administrative expenses was significant in the three months ended September 30, 2017 primarily due to an increase of $9.6 million in compensation expenses as we repurchased common stock from certain executive officers in connection with our Series E convertible preferred stock financing.

Liquidity and capital resources

We have incurred losses and negative cash flows from operations since our inception, and as of June 30, 2018, we had an accumulated deficit of $231.2 million. We expect to incur additional operating losses in the near future and our operating expenses will increase as we continue to expand our sales organization, increase our marketing efforts to drive market adoption of Guardant360 and GuardantOMNI tests, invest in clinical trials and develop new product offerings from our research programs, including LUNAR-1 and LUNAR-2. As demand for Guardant360 and GuardantOMNI tests are expected to continue to increase from physicians and biopharmaceutical companies, we anticipate that our capital expenditure requirements will also increase in order to build additional capacity.Moreover, following the completion of this offering, we expect to incur additional costs associated with operating as a public company, including expenses related to legal, accounting, regulatory, maintaining compliance with exchange listing and SEC requirements, director and officer insurance premiums, and investor relations.

We have funded our operations to date principally from the sale of convertible preferred stock, revenue from precision oncology testing and development service and the incurrence of indebtedness. As of June 30, 2018, we had cash and cash equivalents of $110.8 million and marketable securities of $190.4 million. Cash in excess of immediate requirements is invested in accordance with our investment policy, primarily with a view to liquidity and capital preservation. Currently, our funds are held in marketable securities consisting of United States treasury securities and corporate bonds.

Based on our current business plan, we believe the net proceeds from this offering, together with our current cash, cash equivalents and marketable securities and anticipated cash flow from operations, will be sufficient to meet our anticipated cash requirements over at least the next 12 months from the date of this prospectus. We may consider raising additional capital to expand our business, to pursue strategic investments, to take advantage of financing opportunities or for other reasons. As revenue from precision oncology testing and development service is expected to grow, we expect our accounts receivable and inventory balances to increase. Any increase in accounts receivable and inventory may not be completely offset by increases in accounts payable and accrued expenses, which could result in greater working capital requirements.

If our available cash balances, net proceeds from this offering and anticipated cash flow from operations are insufficient to satisfy our liquidity requirements including because of lower demand for our products as a result of lower than currently expected rates of reimbursement from our customers or other risks described in this prospectus, we may seek to sell additional common or preferred equity or convertible debt securities, enter into an additional credit facility or another form of third-party funding or seek other debt financing. The sale of equity and convertible debt securities may result in dilution to our stockholders and, in the case of preferred equity securities or convertible debt, those securities could provide for rights, preferences or privileges senior to those of our common stock. The terms of debt securities issued or borrowings pursuant to a credit agreement could impose significant restrictions on our operations. If we raise funds through collaborations and licensing arrangements, we might be required to relinquish significant rights to our platform technologies or products or grant licenses on terms that are not favorable to us. Additional capital may not be available on reasonable terms, or at all.

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Cash flows

The following table summarizes our cash flows for the periods presented:

	Year Ended December 31,						Six Months Ended June 30,
	2016			2017			2017			2018
							(unaudited)
	(in thousands)
Cash used in operating activities	$	(36,710	)	$	(72,235	)	$	(27,513	)	$	(23,600	)
Cash provided by (used in) investing activities	26,202			(170,416		)	(89,819		)	20,195
Cash provided by financing activities	39,840			281,656			106,049			42,001

Operating activities

Cash used in operating activities during the six months ended June 30, 2018 was $23.6 million, which resulted from a net loss of $35.5 million, partially offset by non-cash charges of $5.4 million and net change in our operating assets and liabilities of $6.8 million. Non-cash charges primarily consisted of $3.0 million of depreciation and amortization and $2.5 million of stock-based compensation. The net change in our operating assets and liabilities was primarily the result of a $2.2 million decrease in accounts receivable which is not expected to recur, and increases of $2.5 million in accrued expenses and other current liabilities, $0.9 million in deferred rent and $0.8 million in accounts payable due to increases in operating activities to support growing revenue.

Cash used in operating activities during the six months ended June 30, 2017 was $27.5 million, which resulted from a net loss of $39.6 million, partially offset by non-cash charges of $10.0 million and net change in our operating assets and liabilities of $2.1 million. Non-cash charges primarily consisted of $5.1 million of loss on debt extinguishment, $2.5 million of depreciation and amortization, $1.3 million of stock-based compensation, $0.6 million of unrealized translation losses on a royalty payable obligation denominated in Euros, and $0.5 million of non-cash interest expense. The net change in our operating assets and liabilities was primarily the result of a $3.4 million increase in accrued expenses and other current liabilities, a $0.7 million increase in accounts payable and a $0.4 million increase in accrued compensation due to increased personnel, partially offset by a $1.5 million increase in accounts receivable driven by higher sales to biopharmaceutical customers and a $1.1 million increase in inventory due to higher testing volumes.

Cash used in operating activities during the year ended December 31, 2017 was$72.2 million, which resulted from a net loss of $83.2 million and net change in our operating assets and liabilities of $5.0 million, partially offset by non-cash charges of $16.0 million. Non-cash charges primarily consisted of $5.2 million of depreciation and amortization, $5.1 million of loss on debt extinguishment, $3.7 million of stock-based compensation, $1.0 million of unrealized translation losses on a royalty payable obligation denominated in Euros, $0.7 million of non-cash interest expense and $0.4 million of amortization of premium or discount on marketable securities. The net change in our operating assets and liabilities was primarily the result of a $9.3 million increase in accounts receivable driven by higher sales to biopharmaceutical customers, a $4.5 million increase in inventory due to higher testing volumes and a $0.9 million increase in other assets, partially offset by a $4.7 million increase in accrued expenses and other current liabilities, a $2.3 million increase in accrued compensation due to increased personnel, a $1.3 million increase in accounts payable and a $1.2 million increase in deferred revenue.

Cash used in operating activities during the year ended December 31, 2016 was $36.7 million, which resulted from a net loss of $46.1 million, partially offset by non-cash charges of $7.0 million and net change in our operating assets and liabilities of $2.4 million. Non-cash charges primarily consisted of $3.7 million of depreciation and amortization, $2.0 million of stock-based compensation and $1.0 million of non-cash interest expense. The net change in our operating assets and liabilities was primarily the result of a $2.1 million increase in accounts payable, a $1.7 million increase in deferred revenue, a $1.4 million increase in accrued compensation and a $1.0 million increase in accrued expense and deferred rent, partially offset by a $2.8 million increase in accounts receivable and $0.6 million increase in prepaid and other assets.

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Investing activities

Cash provided by in investing activities during the six months ended June 30, 2018 was $20.2 million, which resulted primarily from maturities of marketable securities of $75.6 million, partially offset by purchases of marketable securities of $44.1 million and purchases of property and equipment of $11.4 million.

Cash used in investing activities during the six months ended June 30, 2017 was $89.8 million, which resulted primarily from purchases of marketable securities of $119.7 million, payment related to a license agreement of $1.1 million and purchases of property and equipment of $1.0 million, partially offset by maturity of marketable securities of $32.0 million.

Cash used in investing activities during the year ended December 31, 2017 was$170.4 million, which resulted primarily from purchases of marketable securities of$236.8 million, purchases of property and equipment of$6.7 millionand payment related to a license agreement of$2.3 million, partially offset by maturity of marketable securities of$75.4 million.

Cash provided by investing activities during the year ended December 31, 2016 was $26.2 million, which resulted primarily from maturities of marketable securities of $369.4 million, partially offset by purchases of marketable securities of $341.4 million and purchases of property and equipment of $1.8 million.

Financing activities

Cash provided by financing activities during the six months ended June 30, 2018 was $42.0 million, which was primarily due to net proceeds from sale of equity interests in noncontrolling interests of $41.0 million.

Cash provided by financing activities during the six months ended June 30, 2017 was $106.0 million, which was primarily due to proceeds from issuance of Series E convertible preferred stock, net of issuance costs, of $131.8 million, partially offset by payment related to settlement of debt and buyout of royalty obligations of $25.8 million.

Cash provided by financing activities during the year ended December 31, 2017 was$281.7 million, which was primarily due to proceeds from issuance of Series E convertible preferred stock, net of issuance costs, of $319.5 million, partially offset by payment related to settlement of debt and buyout of royalty obligations of $25.8 million, repurchases of common stock of $7.2 million and repurchases of preferred stock of $5.3 million.

Cash provided by financing activities during the year ended December 31, 2016 was $39.8 million, which was primarily due to proceeds from issuance of Series D convertible preferred stock, net of issuance costs, of $40.0 million.

Contractual obligations and commitments

Our contractual commitments will have an impact on our future liquidity. The following table summarizes our contractual obligations as of December 31, 2017, which represents contractually committed future obligations:

	Payments due by period
	Total		Less than  1 year		1-3 years		3-5 years		More than 5 years
	(in thousands)
Operating lease obligations(1)	$	45,136	$	3,180	$	9,152	$	10,913	$	21,891
Capital lease obligation(2)	865		306		524		35		—
Royalty obligation(3)	15,300		1,200		3,000		3,300		7,800
Total	$	61,301	$	4,686	$	12,676	$	14,248	$	29,691

(1) We lease our office and laboratory space in Redwood City, California under an operating lease that expires in December 2025. We also have operating leases for other manufacturing and office equipment through February 2023.

(2) As of December 31, 2017, we had three capital leases for our manufacturing equipment which expire at various dates through April 2021. In May 2018, we bought out one item of manufacturing equipment financed under a capital lease which resulted in a reduction of our capital lease obligations by $0.3 million.

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(3) We have patent license agreements with four parties. Under these agreements, we have made one-time and milestone license fee payments that we have capitalized and are amortizing to expense ratably over the useful life of the applicable underlying patents. Under certain of these agreements, we are obligated to pay aggregate royalties ranging from 2.5% to 3.0% of sales in which the patents are used in the product or service sold, subject to minimum annual royalties or fees in certain agreements.

As of June 30, 2018, there have been no material changes to our contractual obligations and commitments.

Net operating loss carryforwards

Utilization of the net operating loss, or NOL, carryforwards and credits may be subject to a substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code of 1986, as amended, or the Internal Revenue Code, and similar state provisions. The annual limitation may result in the expiration of NOL carryforwards and credits before utilization. Current laws impose substantial restrictions on the utilization of NOL carryforwards and credits in the event of an “ownership change” within a three-year period as defined by the Internal Revenue Code Section 382, or Section 382. Under the newly enacted federal income tax law, federal NOL incurred in 2018 and in future years may be carried forward indefinitely, but the deductibility of such federal NOL is limited. It is uncertain if and to what extent various states will conform to the newly enacted federal income tax law. If there should be an ownership change, our ability to utilize our NOL carryforwards and credits could be limited. We have not performed a Section 382 analysis. Based on the available objective evidence, management determined that it was more likely than not that the net deferred tax assets would not be realizable as of December 31, 2016 and 2017. Accordingly, management applied a full valuation allowance against net deferred tax assets as of December 31, 2016 and 2017.

On December 22, 2017, the Tax Cuts and Jobs Act was signed into law. The new legislation decreases the U.S. corporate federal income tax rate from 35% to 21% effective January 1, 2018. The reduction in the tax rate resulted in a $21.3 million reduction in net deferred tax assets. There was no impact on recorded deferred tax balances as the remeasurement of net deferred tax assets was offset by a change in valuation allowance for the same amount. Under the newly enacted federal income tax law, federal net operating losses incurred in 2018 and in future years may be carried forward indefinitely, but the deductibility of such federal net operating losses is limited. It is uncertain if and to what extent various states will conform to the newly enacted federal income tax law.

Off-balance sheet arrangements

As of December 31, 2017, and June 30, 2018, we have not had any off-balance sheet arrangements as defined in the rules and regulations of the SEC.

Quantitative and qualitative disclosures about market risk

Interest rate risk

We are exposed to market risk for changes in interest rates related primarily to our cash and cash equivalents, marketable securities and our indebtedness. As of June 30, 2018, we had cash and cash equivalents of $110.8 million held primarily in cash deposits and money market funds. Our marketable securities are held in U.S. government debt securities, U.S. government agency bonds and corporate bonds. As of June 30, 2018, we had short-term marketable securities of $152.7 million and long-term marketable securities of $37.8 million. Our primary exposure to market risk is interest income sensitivity, which is affected by changes in the general level of the interest rates in the United States. As of June 30, 2018, a hypothetical 100 basis point increase in interest rates would have resulted in an approximate $1.2 million decline of the fair value of our available-for-sale securities. This estimate is based on a sensitivity model that measures market value changes when changes in interest rates occur.

We are also exposed to market risk for changes in interest rates related primarily to our royalty obligations and capital lease obligations. During the year ended December 31, 2017, we paid off our term loan and exercised a buy-out option of the royalty obligation. Our capital lease obligation bears a fixed interest rate. Therefore, we are not exposed to material risks from changes in interest rates on our outstanding indebtedness.

Foreign currency risk

The majority of our revenue is generated in the United States. Through June 30, 2018, we have generated an insignificant amount of revenues denominated in foreign currencies. As we expand our presence in the international market, our results of operations and cash flows are expected to increasingly be subject to fluctuations due to changes in foreign currency exchange rates and may be adversely affected in the future due to changes in foreign exchange rates. Our obligation related to a royalty denominated in Euros is subject to foreign currency risk. As of June 30, 2018, the effect of a hypothetical 10% change in foreign currency exchange rates would result in a foreign exchange gains or losses of $0.7 million, on total cumulative balance of obligations. To date, we have not entered into any hedging arrangements with respect to foreign currency risk. As our international operations grow, we will continue to reassess our approach to manage our risk relating to fluctuations in currency rates.

Critical accounting policies and estimates

We have prepared our financial statements in accordance with GAAP. Our preparation of these financial statements requires us to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, expenses and related disclosures at the date of the financial statements, as well as revenue and expenses recorded during the reporting periods. We evaluate our estimates and judgments on an ongoing basis. We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results could therefore differ materially from these estimates under different assumptions or conditions.

While our significant accounting policies are described in more detail in Note 2 to our audited financial statements as well as Note 2 to our unaudited condensed consolidated financial statements included elsewhere in this prospectus, we believe the following accounting policies to be critical to the judgments and estimates used in the preparation of our financial statements.

Revenue recognition

We recognize revenue when all of the following criteria are met: (i) persuasive evidence of an arrangement exists; (ii) delivery has occurred; (iii) the fee is fixed or determinable; and (iv) collectability is reasonably assured. Criterion (i) is satisfied when we have an arrangement or contract in place. Criterion (ii) is satisfied when we deliver

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a test report corresponding to each sample, without further commercial obligations. Determination of criteria (iii) and (iv) are based on management’s judgments regarding whether the fee is fixed or determinable, and whether the collectability of the fee is reasonably assured. We recognize revenue from the sale of our precision oncology tests for clinical customers, including certain hospitals, cancer centers, other institutions and patients, at the time results of the test are reported to physicians, if criteria (i) through (iv) above are met.

We recognize revenue on a cash basis when we cannot conclude that criteria (iii) and (iv) have been met. Most of precision oncology tests requested by clinical customers are sold without a contracted engagement with a third-party payer; therefore, we experience significant variability in collections and do not have sufficient history to establish a predictable pattern of payment. Because the price is not fixed or determinable and collectability is not reasonably assured, we recognize revenue on a cash basis for sales of our liquid biopsy tests to clinical customers where collection depends on a third-party payer or the individual patient. We use judgment in our assessment of whether the fee is fixed or determinable and whether collectability is reasonably assured in determining when to recognize revenue. Accordingly, we expect to recognize revenue on a cash basis for these clinical customers until we have sufficient history to reliably estimate payment patterns. Our precision oncology information services are delivered electronically, and as such there are no shipping or handling fees incurred by us or billed to customers.

Revenue from sales of our tests to biopharmaceutical customers are based on a negotiated price per test or on the basis of an agreement to provide certain testing volume, data access or biopharmaceutical research and development services over a defined period. We recognize the related revenue upon delivery of the test results, or over the period in which biopharmaceutical research and development services are provided, as appropriate.

Multiple-element arrangements

Contracts with biopharmaceutical customers can include precision oncology testing as well as various development services. Such contracts are primarily analyzed as multiple-element arrangements given the nature of the service deliverables. For development services performed, we are compensated in various ways, including: (i) through non-refundable regulatory and other developmental milestone payments; and (ii) through royalty and sales milestone payments. We perform development services as part of our normal activities. We record these payments as development services revenue in the statements of operations using a proportional performance model over the period which the unit of accounting is delivered or based on the level of effort expended to date over the total expected effort, whichever is considered the most appropriate measure of performance. For development of new products or services under these arrangements, costs incurred before technological feasibility is assured are included as research and development expenses in our statements of operations, while costs incurred thereafter are recorded as cost of development services.

For revenue arrangements with multiple deliverables, we evaluate each deliverable to determine whether it qualifies as a separate unit of accounting. This determination is based on whether the deliverable has stand-alone value to the customer and whether a general right of return exists. In assessing whether an item has standalone value, we consider factors such as the research, development and commercialization capabilities of a third party and the availability of the associated expertise in the general marketplace. In addition, we consider whether the other party in the arrangement can use the other deliverables for their intended purpose without the receipt of the remaining elements, whether the value of the deliverable is dependent on the undelivered items and whether there are other vendors that can provide the undelivered elements.

The consideration that is fixed or determinable is then allocated to each separate unit of accounting based on the relative selling price of each deliverable. We allocate the arrangement consideration following a hierarchy to determine the relative selling price to be used for allocating revenue to deliverables: (i) vendor-specific objective evidence of fair value, or VSOE, (ii) third-party evidence of selling price, or TPE, and (iii) best estimate of the selling price, or BESP if neither VSOE nor TPE is available. We typically use BESP to estimate the selling price, since we generally do not have VSOE or TPE of selling price for our units of accounting under multiple-element arrangements. In developing the BESP for a unit of accounting, we consider applicable market conditions and estimated costs. We validate the BESP for units of accounting by evaluating whether changes in the key assumptions used to determine the BESP will have a significant effect on the allocation of arrangement consideration between multiple units of accounting. The consideration allocated to each unit of accounting is recognized as the related goods or services are delivered, limited to the consideration that is not contingent upon future deliverables. We use

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judgment in identifying the deliverables in our arrangements, assessing whether each deliverable is a separate unit of accounting, and in determining the best estimate of selling price for certain deliverables. We also use judgment in determining the period over which the deliverables are recognized in certain of our arrangements. Any amounts received that do not meet the criteria for revenue recognition are recorded as deferred revenue until such criteria are met.

We performed laboratory installation and maintenance services for one of our customers as part of a multiple-element arrangement entered into in 2017. We recognized certain revenue from our construction service deliverables in a multiple-element collaboration arrangement based on the completed-contract method. This method was used as we determined that we did not have the basis for estimating performance under the contract. Other construction service deliverables under that contract were recognized under the percentage-of-completion method due to our ability to make reasonably dependable estimates of the extent of progress toward contract completion. Construction services were completed in March 2018.

Milestones

We recognize payments that are contingent upon achievement of a substantive milestone in their entirety in the period in which the milestone is achieved. Milestones are defined as events that can only be achieved based on our performance and there is substantive uncertainty about whether the event will be achieved at the inception of the arrangement. Events that are contingent only on the passage of time or only on counterparty performance are not considered substantive milestones. Further, the amounts received must relate solely to prior performance, be reasonable relative to all of the deliverables and payment terms within the agreement and commensurate with our performance to achieve the milestone after commencement of the agreement. Any contingent payment that becomes payable upon achievement of events that are not considered substantive milestones are allocated to the units of accounting previously identified at the inception of an arrangement when the contingent payment is received and revenue is recognized based on the revenue recognition criteria for each unit of accounting. Revenue from commercial milestone payments are recorded as revenue upon achievement of the milestone, assuming all other revenue recognition criteria are met.

Variable interest entity

We review agreements we enter into with third party entities, pursuant to which we may have a variable interest in the entity, in order to determine if the entity is a variable interest entity, or VIE. If the entity is a VIE, we assess whether or not we are the primary beneficiary of that entity. In determining whether we are the primary beneficiary of an entity, we apply a qualitative approach that determines whether we have both (1) the power to direct the economically significant activities of the entity and (2) the obligation to absorb losses of, or the right to receive benefits from, the entity that could potentially be significant to that entity. If we determine we are the primary beneficiary of a VIE, we consolidate the statements of operations and financial condition of the VIE into our consolidated financial statements. Accounting for the consolidation is based on our determination if the VIE meets the definition of a business or and asset. Assets, liabilities and noncotnrolling interests, excluding goodwill, of VIEs that are not determined to be businesses are recorded at fair value in our financial statements upon consolidation. Assets and liabilities that we have transferred to a VIE, after, or shortly before the date we became the primary beneficiary are recorded at the same amount at which the assets and liabilities would have been measured if they had not been transferred. Our determination about whether we should consolidate such VIEs is made continuously as changes to existing relationships or future transactions may result in a consolidation or deconsolidation event.

In connection with SoftBank’s purchase of our Series E convertible preferred stock, we entered into a joint venture agreement with an entity affiliated with SoftBank. In May 2018, we and SoftBank formed and capitalized the Joint Venture for the sale, marketing and distribution of our tests in the JV Territory. We expect to rely on the Joint Venture to accelerate commercialization of our products in Asia, the Middle East and Africa, with an initial focus on Japan. As of June 30, 2018, the Joint Venture is deemed to be a VIE and we are identified as the primary beneficiary of the VIE. Consequently, we have consolidated the financial position, results of operations and cash flows of the Joint Venture in our financial statements and all intercompany balances have been eliminated in consolidation.

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The joint venture agreement also includes a put-call arrangement with respect to the shares of the Joint Venture held by SoftBank and its affiliates. Under certain specified circumstances and on terms specified in the joint venture agreement, SoftBank will have the right to cause us to purchase all shares of the Joint Venture held by SoftBank and its affiliates, and we will have a similar right to purchase all such shares.

The noncontrolling interest held by SoftBank contains embedded put-call redemption features that are not solely within our control and has been classified outside of permanent equity in our condensed consolidated balance sheets. The put-call feature embedded in the redeemable noncontrolling interest do not currently require bifurcation as it does not meet the definition of a derivative and is considered to be clearly and closely related to the redeemable noncontrolling interest. The noncontrolling interest is considered probable of becoming redeemable as SoftBank has the option to exercise its put right to sell its equity ownership in the Joint Venture to us on or after the seventh anniversary of the formation of the Joint Venture. We elected to recognize the change in redemption value immediately as they occur as if the put-call redemption feature were exercisable at the end of the reporting period. The carrying value of the redeemable noncontrolling interest is first adjusted for the earnings or losses attributable to the redeemable noncontrolling interest based on the percentage of the economic or ownership interest retained in the consolidated VIE by the noncontrolling parties, and then adjusted to equal to its redemption amount, or the fair value of the noncontrolling interest held by SoftBank, as if the redemption were to occur at the end of the reporting date.

Stock-based compensation

We measure stock-based compensation expense for stock options granted to our employees and directors on the date of grant and recognize the corresponding compensation expense of those awards over the requisite service period, which is generally the vesting period of the respective award. We account for stock-based compensation arrangements with non-employee consultants using a fair value approach. The estimated fair value of unvested options granted to non-employee consultants is remeasured at each reporting date through the date of final vesting. As a result, the noncash charge to operations for non-employee options with vesting conditions is affected in each reporting period by changes in the estimated fair value of our common stock.

We estimate the fair value of stock options granted to our employees and directors on the grant date, and the resulting stock-based compensation expense, using the Black-Scholes option-pricing model. The Black-Scholes option-pricing model requires the use of assumptions regarding a number of variables that are complex, subjective and generally require significant judgment to determine. The assumptions used to calculate the fair value of our stock options were:

Fair value of common stock

The fair value of the common stock underlying the stock options was determined by our board of directors, with input from management and independent third-party valuations, as discussed in “Common stock valuations” below.

Expected term

Our expected term represents the period that our stock options are expected to be outstanding and is determined using a simplified method (based on the midpoint between the vesting date and the end of the contractual term), as we do not have sufficient historical data to use any other method to estimate expected term.

Expected volatility

As there has been no public market for our common stock to date, and as a result we do not have any trading history of our common stock, expected volatility is estimated based on the average volatility for comparable publicly traded peer group companies in the same industry over a period equal to the expected term of the stock option grants. The comparable companies are chosen based on their similar size, stage in the life cycle or area of specialty.

Risk-free interest rate

The risk-free interest rate is based on the U.S. treasury zero coupon issues in effect at the time of grant for periods corresponding with the expected term of the stock option grants.

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Expected dividend yield

We have never paid dividends on our common stock and have no plans to pay dividends on our common stock. Therefore, we use an expected dividend yield of zero.

Black-Scholes assumptions

The weighted-average assumptions used in our Black-Scholes option-pricing model were as follows for our employee stock option grants for the periods presented:

	Year Ended December 31,		Six Months Ended June 30,
	2016	2017	2017	2018
			(unaudited)
Expected term (in years)	6.02 – 6.43	6.02 – 6.08	6.02 – 6.08	5.01 – 6.09
Expected volatility	65.2% – 67.7%	74.1% – 75.1%	74.7% – 74.9%	80.8% – 83.6%
Risk-free interest rate	1.2% – 2.3%	1.9% – 2.2%	1.9% – 1.9%	2.5% – 2.9%
Expected dividend yield	—%	— %	—%	—%

In 2016, we recognized stock-based compensation expense net of estimated forfeiture activity, which is based on historical forfeiture rates.As of January 1, 2017, we adopted Accounting Standards Update 2016-09, Compensation - Stock Compensation (Topic 718) and elected toaccount for forfeitures as they occur rather than estimate expected forfeitures over the vesting period of the respective grant.

We will continue to use judgment in evaluating the assumptions related to our stock-based compensation on a prospective basis. As we continue to accumulate additional data related to our common stock, we may have refinements to our estimates, which could materially impact our future stock-based compensation expense.

As of June 30, 2018, we hadunrecognizedstock-based compensationof $13.7 millionrelated to unvested employee stock options which is expected to be recognized over a weighted-average period of3.0years. Based on the assumed initial public offering price of $per share, which is the midpoint of the price range set forth on the cover page of this prospectus, the aggregate intrinsic value of our outstanding stock-based awards as of June 30, 2018 was$million for vested employee stock options and $million for unvested stock options.

Common stock valuations

As there has been no public market for our common stock to date, the estimated fair value of the common stock underlying our stock options was determined by our board of directors,with input from management, considering our most recently available third-party valuations of common stock and our board of directors’ assessment of additional objective and subjective factors that it believed were relevant, and factors that may have changed from the date of the most recent valuation through the date of the grant, which intended all options granted to be exercisable at a price per share not less than the per share fair value of our common stock underlying those options on the date of grant. We believe that our board of directors has the relevant experience and expertise to determine the fair value of our common stock. Prior to our initial public offering, given the absence of a public trading market for our common stock, the valuations of our common stock were determined in accordance with the guidelines outlined in the American Institute of Certified Public Accountants Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation. The assumptions we use in the valuation model are based on future expectations combined with management judgment. In the absence of a public trading market, our board of directors with input from management exercised significant judgment and considered numerous objective and subjective factors to determine the fair value of our common stock as of the date of each option grant, including the following factors:

• contemporaneous independent valuations performed at periodic intervals by an independent third-party valuation firm; 

• the prices, rights, preferences and privileges of our preferred stock relative to the common stock;

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• our operating and financial performance and forecast and capital resources; 

• current business conditions; 

• the hiring of key personnel; 

• our stage of commercialization; 

• the status of research and development efforts;

• the likelihood of achieving a liquidity event for the shares of common stock underlying these stock options, such as an initial public offering or sale of our company, given prevailing market conditions; 

• any adjustment necessary to recognize a lack of marketability for our common stock; 

• trends and developments in our industry;

• the market performance of comparable publicly traded technology companies; and 

• the U.S. and global economic and capital market conditions.

In valuing our common stock, we utilized the market approach(including the Guideline Public Company method and recent company transactions method considering our Series E convertible preferred stock financing), which are considered highly complex and subjective valuation methodologies.The Guideline Public Company method estimates value based on a comparison to comparable public companies that are similar to us in line of business, size, stage of life cycle, and financial leverage. From the comparable companies, a representative market value multiple is determined which is applied to our operating results to estimate an equity value, or Equity Value. The company transaction method estimates the Equity Value based on an assessment of recent transactions in our common stock as well as an assessment of recent preferred stock financing transactions.

The Equity Value was allocated among the various classes of our equity securities to derive a per share value of our common stock. We performed this allocation using the option pricing method, or OPM, which treats the securities comprising our capital structure as call options with exercise prices based on the liquidation preferences of our various series of preferred stock and the exercise prices of our options and warrants, and a probability-weighted expected return method, or PWERM, which involves the estimation of multiple future potential outcomes for us, and estimates of the probability of each potential outcome. The per share value of our common stock determined using the PWERM approach is ultimately based upon probability-weighted per share values resulting from the various future scenarios, which include an initial public offering, merger or sale or continued operation as a private company.

After the Equity Value is determined and allocated to the various classes of shares, a discount for lack of marketability, or DLOM, is applied to arrive at the fair value of the common stock. A DLOM is meant to account for the lack of marketability of a stock that is not traded on public exchanges. For financial reporting purposes, we considered the amount of time between the valuation date and the grant date of our stock options to determine whether to use the latest common stock valuation or a straight-line interpolation between the two valuation dates. This determination included an evaluation of whether the subsequent valuation indicated that any significant change in valuation had occurred between the previous valuation and the grant date.

For valuations after the consummation of this offering, our board of directors will determine the fair value of each share of underlying common stock based on the closing price of our common stock on the date of grant or other relevant determination date, as reported on the Nasdaq Global Select Market.

JOBS Act accounting election

We are an “emerging growth company” within the meaning of the Jumpstart Our Business Act of 2012, or JOBS Act. Section 107(b) of the JOBS Act provides that an emerging growth company can leverage the extended transition period, provided in Section 102(b) of the JOBS Act, for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of new or revised accounting standards that have different

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effective dates for public and private companies until those standards apply to private companies. We have elected to use this extended transition period and, as a result, our financial statements may not be comparable to companies that comply with public company effective dates. We also intend to rely on other exemptions provided by the JOBS Act, including without limitation, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002.

We will remain an emerging growth company until the earliest of (1) the last day of the fiscal year following the fifth anniversary of the consummation of this offering, (2) the last day of the fiscal year in which we have total annual gross revenue of at least $1.07 billion, (3) the last day of the fiscal year in which we are deemed to be a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock held by non-affiliates exceeded $700.0 million as of the last business day of the second fiscal quarter of such year or (4) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

Recent accounting pronouncements

See Note 2 to our audited financial statements as well as Note 2 to our unaudited condensed consolidated financial statements included elsewhere in this prospectus for more information.

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Letter from our founders

We founded Guardant Health with the ambitious goal of developing an entire suite of blood tests for the management of cancer across all stages, including early detection. We were driven by an intense passion to dramatically change the course of the patient healthcare journey for the better. Our own personal healthcare journeys and those of our friends and families gave us firsthand exposure to the large data gap that exists with respect to biological and clinical data that has greatly impeded progress in the field to date. This frustration with the data-starved status quo and our strong desire to dedicate our lives to improving human health in the face of disease forged several key values that define the unique culture of Guardant Health.

The first and foremost value at Guardant is putting the patient first and imagining that patient as a member of our family. This is a principle that is often preached but often overlooked. At Guardant, however, it forms the core of everything we do: how we design our products, how we validate them, how we market them, how we make difficult decisions and how we set the tone for our company meetings. Plainly put, compromising on quality is a red line we will never cross.

The second is moving fast without compromising quality. Cancer never sleeps and our physicians and their patients desperately need every weapon they can use at their disposal in the battle against cancer. This thought drives us to work hard and show resilience in the face of adversity, because every minute we waste means falling behind cancer’s relentless march. After all, there are lives at stake.

The third is to focus on impact. We measure our success by the number of lives we are changing for the better. To maximize our success, we not only have to work harder, but also smarter. This is embodied by our principle of compound innovation. In all aspects of the business, we ask ourselves how we can leverage our investments to move faster and make an even greater impact the second time around. We believe that leveraging compounding, a force Einstein called the most powerful in the universe, is the only way we can attain our ultimate goal of developing a blood test for the early detection of cancer.

The fourth is to be bold and original. This necessitates embracing a data-driven approach and understanding why we do things from first principles. Blind following of the status quo rarely leads to breakthrough innovation. It also means not being afraid to disrupt that status quo even if it’s of one’s own making, that is, being prepared to evolve one’s own products when needed.

The fifth is to be open. The power of the human brain lies not so much in the number of neurons but in the number of connections between them. It is likewise critical that information flows as rapidly as possible between every part of our company. This is not a trivial task and requires a framework that cultivates this spirit by both mind and body. Our physical space is designed for maximizing collisions between team members but even more important is the implied social compact underpinning our cultural space: a culture of transparency and of frank conversation fostered by shared trust and respect. All of this coupled to a spirit of intellectual curiosity and intellectual humility to enable open idea exchange to thrive.

We, working with physicians, pharmaceutical companies, patients and others in the healthcare community, have already made significant strides in our quest to improve outcomes for cancer patients. We are convinced, however, that the best is yet to come. Please join us on our mission to conquer cancer with data.

Sincerely,

Helmy, AmirAli and Michael

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Business

Overview

We are a leading precision oncology company focused on helping conquer cancer globally through use of our proprietary blood tests, vast data sets and advanced analytics. We believe that the key to conquering cancer is unprecedented access to its molecular information throughout all stages of the disease, which we intend to enable by a routine blood draw, or liquid biopsy. Our Guardant Health Oncology Platform is designed to leverage our capabilities in technology, clinical development, regulatory and reimbursement to drive commercial adoption, improve patient clinical outcomes and lower healthcare costs. In pursuit of our goal to manage cancer across all stages of the disease, we have launched our liquid biopsy tests, Guardant360 and GuardantOMNI, for advanced stage cancer, which fuel our programs developing tests for recurrence and early detection, LUNAR-1 and LUNAR-2, respectively. Guardant360, which we launched in 2014 has been used by more than 5,000 oncologists, over 40 biopharmaceutical companies and all 27 National Comprehensive Cancer Network, or NCCN, Centers, and we believe it is the world’s market leading comprehensive liquid biopsy test based on public disclosure of the number of comprehensive liquid biopsy tests sold in 2017.

Precision oncology, as it is practiced today, is primarily focused on matching cancer patients to personalized treatments based on the underlying molecular profile of their tumors. There is a critical need to expand the scope of precision oncology to enable precise detection, monitoring and selection of the appropriate intervention as early in the disease state as possible. We believe a major challenge to achieving this is the limited access to cancer’s molecular information. Traditionally, tissue tests that require physical access to tumor tissue through a biopsy or surgery have been used to gain access to this information. A tissue biopsy procedure, however, is often invasive, time-consuming and costly, which limits the utility of tissue tests. Moreover, tissue tests are infeasible for applications such as screening for early detection of cancer.

Our liquid biopsy-based tests are comprehensive and address many of the challenges of tissue biopsies . We believe advance our tests can expand the scope of precision oncology to earlier stages of the disease, improve patient outcomes and lower healthcare costs. We estimate the market opportunity for our current commercial and pipeline products is over $35 billion in the United States, comprising applications for clinicians and biopharmaceutical customers to address early to late-stage disease, including:

Therapy selection in advanced stage cancer patients - We are pioneering the clinical comprehensive liquid biopsy market with Guardant360 and GuardantOMNI. Based on SEER Cancer Registry statistics we estimate the total number of metastatic cancer patients in the United States to be approximately 700,000. Using publicly available pricing for tissue-based therapy selection tests, and assuming patients are in the future tested an average of two times over their course of their disease, we estimate the potential market opportunity for therapy selection among these patients to be approximately $4 billion. Additionally, based on the number of targeted therapy and oncology immunotherapy programs in the current clinical pipeline using data from GlobalData, prevalence data, and typical pricing for our tests when used our biopharmaceutical company customers in connection with their clinical trials, we estimate that the potential market opportunity for our products in use by biopharmaceutical companies is approximately $2 billion. By combining these two, we estimate the aggregate market opportunity for therapy selection in late-stage cancer patients to be approximately $6 billion. Guardant360 is a molecular diagnostic test measuring 73 cancer-related genes and GuardantOMNI is a broader 500-gene panel, both of which analyze circulating tumor DNA in blood. Guardant360 has been used over 70,000 times by clinicians to help inform which therapy may be effective for advanced stage cancer patients with solid tumors. It is also used by biopharmaceutical companies for a range of applications, including identifying target patient populations to accelerate translational science research, clinical trial enrollment, and drug development, and commercialization post-drug approval. GuardantOMNI, which we launched in 2017, is specifically built for our biopharmaceutical customers as a comprehensive genomic profiling tool to help accelerate clinical development programs in both immuno-oncology and targeted therapy.

Recurrence detection in cancer survivors - We are developing tests from our LUNAR-1 program for recurrence detection in cancer survivors. The American Cancer Society estimated that in 2016 there were approximately 15

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million solid tumor cancer survivors. We believe that these cancer survivors are candidates for screening tests for recurrence of their cancer and that this reflects a potential market opportunity of approximately $15 billion. Our LUNAR-1 program leverages data and learnings from Guardant360 and GuardantOMNI and is designed to develop tests that enable clinicians to detect recurrence at a stage when intervention may have a higher chance to cure the disease. We have mutually beneficial relationships with biopharmaceutical customers for LUNAR-1, which is also designed to help them identify new drug development opportunities in adjuvant and early stage cancer settings. In return, these relationships help us establish clinical utility for our tests and create new testing opportunities related to emerging therapies.

Early detection of cancer in higher risk individuals- We are developing tests from our LUNAR-2 program for early detection of cancer. We are initially focused on developing tests for asymptomatic individuals at a higher risk of developing cancer due to multiple factors, including moderate to heavy smoking, hereditary risk and pre-existing infections and/or inflammatory conditions. Based on various industry sources, we estimate there are approximately 35 million individuals that satisfy one of three criteria for being high risk cancer. These include individuals with moderate to high familial risk of developing cancer, smokers over the age of 50 and individuals with hepatitis C. Given the significantly larger potential patient population, we estimate an average selling price below that of tests for recurrence, and believe this represents a potential market opportunity of approximately $18 billion. We believe that developing a blood test for early detection of cancer requires a vast amount of molecular and clinical data across all stages of the disease in order to better understand the biology and clinical relevance of tumor-specific biomarkers in blood. We further believe that we can accelerate the collection of this data and LUNAR-2 development in a capital-efficient manner by commercializing Guardant360, GuardantOMNI and potential future products resulting from our LUNAR-1 program. While we believe the benefits of early detection on clinical outcomes are widely known, early cancer or precancerous detection may also benefit biopharmaceutical companies by identifying a much larger at-risk patient population who may benefit from early therapeutic intervention or from preventative medicines.

We believe that best-in-class technology is required to address these market opportunities, but is only one of many strengths required to create a market leading liquid biopsy platform. Our Guardant Health Oncology Platform has developed strengths across five critical layers, each of which facilitates success in the adjacent layers. Together they form a barrier to entry, and we believe provide us a competitive advantage and a platform we can efficiently leverage across multiple products. These five layers include:

Technology - Our proprietary Guardant Digital Sequencing Technology combines cutting edge capabilities from multiple disciplines including biochemistry, next-generation sequencing, signal processing, bioinformatics, machine learning and process engineering to enable what we believe is a high performing clinical comprehensive liquid biopsy with a typical turnaround time of less than seven days after we receive the sample. Furthermore, the machine learning capability enables performance improvement as we incorporate data from additional blood samples. We seek to protect our technology with more than 50 issued patents and more than 100 pending patent applications as of June 30, 2018.

Clinical utility - We believe that success in the clinical utility layer requires both independent investments in clinical research and strategic relationships with market-leading biopharmaceutical companies. We have invested heavily in clinical studies, including 29 clinical outcomes studies, what we believe to be the largest-ever liquid-to-tissue

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concordance study and a prospective interventional clinical utility study demonstrating clinical overall response rates in line with tissue biopsy approaches. Our clinical research collaborations have resulted in 80 peer-reviewed publications for Guardant360. We also have relationships with over 40 biopharmaceutical customers that have provided rigorous clinical validation of our technology and early insights into test opportunities for emerging therapeutics.

Regulatory approval - We believe Guardant360 was the first comprehensive liquid biopsy approved by NYSDOH. In addition, based on our review of publicly available records, we believe our facility was the first comprehensive liquid biopsy laboratory to be CLIA-certified, CAP-accredited and NYSDOH-permitted. While FDA approval is currently not required to market our tests in the United States, we intend to submit a PMA application for Guardant360. In January 2018, the FDA granted Guardant360 breakthrough device designation, which offers potentially faster review for breakthrough medical devices that address unmet medical needs. We believe that FDA approval will become increasingly important for diagnostic tests to gain commercial adoption both in the United States and abroad. We also intend to pursue regulatory approvals in specific markets outside of the United States, including in Japan and China.

Payer coverage and reimbursement - The analytical and clinical data that we have generated in our efforts to establish clinical utility, combined with the support we have developed with KOLs in the oncology community have led to positive coverage decisions by a number of commercial payers. Guardant360 is currently covered by Cigna and several Blue Cross Blue Shield plans, which have adopted reimbursement policies that specifically cover Guardant360 for non-small cell lung cancer, or NSCLC, which we believe gives us a competitive advantage with these payers. With respect to Medicare, in July 2018, Palmetto GBA, the MAC responsible for administering Medicare’s molecular diagnostic services program, issued an LCD for Guardant360 for NSCLC patients who meet certain clinical criteria. We worked with Palmetto GBA to obtain this positive coverage decision through the submission of a detailed dossier of analytical and clinical data to substantiate that the test meets Medicare’s medical necessity requirements. We anticipate approval by the FDA, if obtained, may support further improvements in coverage and reimbursement for Guardant360.

Commercial adoption - Success in each of the layers above is important for commercial adoption with clinicians and biopharmaceutical companies. Additionally, for clinicians, endorsement by KOLs, utilization by academic centers and inclusion in national treatment guidelines are important, especially for adoption in the community setting where 80% of cancer treatment occurs. Our relationships with key stakeholders across the oncology community, as well as the recent inclusion of liquid biopsy as a potential alternative under certain circumstances to tissue biopsy in NCCN guidelines,has helped facilitate the use of our tests by 5,000 oncologists, who have collectively ordered over 70,000 Guardant360 tests, and over 40 biopharmaceutical companies. We sold 25,754 tests to clinical customers in the year ended December 31, 2017, an increase from 18,643 in the year ended December 31, 2016 and 11,801 in the year ended December 31, 2015, and 13,969 tests in the six months ended June 30, 2018, an increase from 12,080 in the six months ended June 30, 2017. We sold 6,141 tests sold to biopharmaceutical customers in the year ended December 31, 2017, an increase from 1,830 in the year ended December 31, 2016, and 4,832 tests in the six months ended June 30, 2018, an increase from 2,154 in the six months ended June 30, 2017.

In the United States, we market our tests to clinical customers through our targeted sales organization, which as of June 30, 2018 included 30 sales representatives that are engaged in sales efforts and promotional activities primarily to oncologists and cancer centers. Outside the United States, we market our tests to clinical customers through distributors and direct contracts with health care institutions. We market our tests to biopharmaceutical customers globally through our business development team, which promotes the broad utility of our tests throughout drug development and commercialization. Additionally, we have established a joint venture with SoftBank to accelerate commercialization of our products in Asia, the Middle East and Africa, with our initial focus being on Japan. Our products are currently marketed in 39 countries.

We generated total revenue of $25.2 million and $49.8 million in the years ended December 31, 2016 and 2017, respectively, and of $18.7 million and $36.1 million in the six months ended June 30, 2017 and 2018, respectively. We also incurred net losses of $46.1 million and $83.2 million in the years ended December 31, 2016 and 2017, respectively, and of $39.6 million and $35.5 million in the six months ended June 30, 2017 and 2018, respectively.

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Summary of our product portfolio

Our product portfolio is built upon the same principle as our platform, in that success with each facilitates success for the next. Data and learnings from Guardant360 have benefited GuardantOMNI, both of which fuel our LUNAR-1 and LUNAR-2 development programs. The table below illustrates our current products and development programs.

Our strategy

Our objective is to be the leading provider of precision oncology products for cancer management across all stages of the disease and drive commercial adoption of our products. To achieve this, we intend to:

• Increase awareness of our products by:

• building awareness of liquid biopsy and pioneering a blood-first paradigm for genotyping cancer patients;

• educating biopharmaceutical companies, KOLs and advocacy groups;

• advocating for inclusion of our tests in treatment guidelines; and

• expanding access to our products globally through direct investment and by leveraging our global network of partners.

• Expand clinical utility and increase reimbursement for our products by:

• working with private and public payers to establish coverage and reimbursement for our tests;

• investing in clinical evidence directly and through relationships with academia and biopharmaceutical companies to establish expanded indications for use;

• demonstrating improved clinical utility and health economics from use of our tests to patients, physicians and payers; and

• pursuing FDA approval of Guardant360 and future tests to facilitate reimbursement and global market access.

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• Strengthen our relationships with biopharmaceutical and academia customers by:

• demonstrating the utility of our products in connection with standard of care biopharmaceutical treatments thereby encouraging clinical adoption;

• developing and seeking approval of our products as companion diagnostics for targeted therapies; and

• providing earlier insights into emerging clinically relevant biomarkers.

• Leverage our Guardant Health Oncology Platform to expand our product portfolio by:

• using our commercial engine as a force multiplier of returns on research and development investment to generate data and analytical insights to enable development of new products;

• taking a disciplined and systematic approach to product and market development, by starting with therapy selection and then expanding sequentially towards early cancer detection;

• utilizing our data, sample biobank and insights into biology of circulating tumor-related biomarkers in blood to develop our LUNAR-1 and LUNAR-2 programs;

• building on our regulatory and commercial infrastructure to accelerate new product launches and drive commercial efficiencies; and

• using our strategic relationships, including our joint venture with SoftBank, to drive global commercialization of our products, with a near-term focus on Japan.

Our industry

Despite enormous investment in research and the introduction of new treatments, cancer remains a critical area of unmet medical need. According to the Centers for Disease Control and Prevention, or CDC, cancer is the second leading cause of death in the United States, exceeded only by heart disease. The American Cancer Society reports that in 2016 there were more than 15.5 million Americans with a history of cancer and that approximately 1.7 million new cancer cases will be diagnosed in 2018. Furthermore, approximately 610,000 Americans are expected to die of cancer in 2018. The International Agency for Research on Cancer predicts that the annual global burden of cancer will reach 22 million new cases and 13 million cancer deaths by 2030. The World Health Organization estimated that the total annual economic cost of cancer in 2010 was approximately $1.2 trillion.

The promise of precision oncology

Traditionally, cancer has been classified by the specific organ in which it is located and treated independently of its molecular profile. However, cancer treatment is seeing a significant shift towards precision oncology, the practice of which seeks to match patients to personalized, targeted therapies based on the specific molecular profile of their tumors. Major cancer types, including lung, breast, colorectal and melanoma, for example, have become increasingly classified and treated by molecular profile.

Discovery of new molecular biomarkers continues to result in further sub-classification of cancer patient populations, which increases complexity of diagnosing and treating the disease for clinicians. This has led to increasing clinical utility and adoption of comprehensive genomic profiling, or CGP. Unlike tests that focus on a single or limited set of biomarkers, commonly referred to as hotspot testing, CGP provides a more comprehensive view of the tumor’s molecular information. Specifically, a comprehensive genomic test must be able to identify all four classes of genetic alterations, namely single nucleotide variants, copy number variants, insertions/deletions and fusions, across multiple genes. The NCCN treatment guidelines now support multi-biomarker testing across several cancer types, which has led to increased adoption of CGP. For example, for NSCLC, NCCN treatment guidelines now include recommendations for testing across five genes, each associated with FDA-approved targeted therapies.

While precision oncology is improving clinical outcomes for patients across many cancer types, it is also benefiting oncology drug development. Biopharmaceutical companies are able to increase chances of a drug’s success in

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clinical trials by identifying and selecting patients whose cancer has the right molecular profile. This enables them to potentially require fewer patients for the trial and shorten the duration of late-stage clinical trials. According to GlobalData, approximately 66% of the solid tumor oncology clinical pipeline in 2016 was for targeted therapies and immunotherapy agents, many of which are targeting a cancer with a specific molecular profile or biomarker.

Despite improvements to clinical outcomes and oncology drug development, primarily in the advanced cancer setting, precision oncology has not significantly impacted earlier stage cancer care. For example, precision oncology has yet to fully impact adjuvant treatment management, recurrence detection in cancer survivors or early detection in asymptomatic individuals. Many early stage cancer patients receive only non-targeted chemotherapy post-surgical resection of the tumor in the adjuvant setting and ad-hoc, symptomatic monitoring for recurrence. For early detection of cancer in asymptomatic individuals, the current standard of care is comprised of single protein biomarker tests or radiographic imaging, which can have challenges with high false positive rates when used for screening. For example, according to the results from the national lung screening trial reported in The New England Journal of Medicine, low-dose CT, or LDCT, imaging may identify lung nodules in heavy smokers, out of which 95% are benign. Furthermore, these tests are generally only applicable to specific cancers and incapable of broad screening for multi-cancer detection.

Limitations of tissue biopsies

We believe that precision oncology, as it is practiced currently, suffers from the major challenge of limited access to molecular information, largely resulting from a reliance on tissue biopsies. This has impeded progress on both early disease diagnosis and effective treatment selection. For a tissue biopsy to be performed, the patient typically must undergo an imaging procedure to locate the tumor, following which a biopsy of the tumor is taken using interventional procedures, such as a core needle biopsy or fine needle aspiration. As part of this procedure, the needle is placed into the tumor and cells are aspirated into a syringe. The cells are placed on a microscope slide, stained and examined by a pathologist to determine the diagnosis and classification of the disease. If genotyping is required, which could include testing with next-generation sequencing, additional slides with tumor tissue would need to be prepared for this analysis. The tissue biopsy process holds significant challenges, including:

Adverse event risks - Tissue biopsies require use of an invasive tool to access the tumor within the body and are frequently associated with morbidity and mortality. For instance, a study published in The Journal of Oncology Practice / Clinical Lung Cancer reported that, according to Medicare claims data from 2009 to 2011, a lung biopsy was associated with a 19.3% complication rate. Complications included pneumothorax, respiratory failure and hemorrhage.

Delayin care - Collection of tissue biopsy often requires a medical imaging procedure to locate the cancer and coordination amongst an interventional radiologist, surgical oncologist and pathologist to interpret the imaging and collect and analyze the tissue. A traditional tissue biopsy can take several weeks to schedule and additional time to process the sample, which can be burdensome on the patient and delay the collection of critical molecular information.

Cost - According to a study published in The Journal of Oncology Practice / Clinical Lung Cancer, the average total cost of a lung biopsy is $14,670, due largely to the required imaging, biopsy or surgical procedure to obtain the tissue, and associated morbidity.

Limited tissue availability - Tissue sampling has variable but significant failure rates due to procedural or sampling failure and may be exhausted by pathology tests for cancer diagnosis. In NSCLC, this has been documented across many institutions and happens as often as 60% of the time.In addition, tissue sampling is unavailable for a minority of patients due to medical contraindication, patient unwillingness or logistical concerns.

Limited to a small portion of a single tumor - A tissue biopsy is often limited to a small portion of a single tumor site, which may not accurately represent the entire tumor or all clinically relevant biomarkers due to tumor heterogeneity. This could lead to a tissue biopsy missing mutations targetable by therapy for patients with advanced solid tumors. This limitation has been demonstrated in many tumor types including lung, breast, gastric, renal and cholangiocarcinoma.

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Inability to address applications for early stage cancer patients - For disease recurrence detection or screening for early detection of cancer, tissue tests are impractical or not feasible.

The potential for liquid biopsy

We believe that liquid biopsy can liberate molecular information across all stages of cancer and broaden the scope of precision oncology to earlier stages of the disease. Furthermore, liquid biopsy can potentially lead to dramatically greater rates of data generation and shorten cycles of learning, thereby accelerating progress in improving clinical outcomes. Relative to a tissue biopsy, a routine blood draw is:

• minimally invasive;

• rapidly administered;

• cost effective; and

• readily available.

In addition, liquid biopsy is:

Able to provide timely insight into tumor genomic alterations - Liquid biopsies are convenient and fast. With a routine blood draw and less than seven days turn-around-time with our Guardant Health Oncology Platform, our liquid biopsy Guardant360, for example, can comprehensively genotype cancer patients to enable rapid initiation of effective treatment and potential clinical trial enrollment.

More representative of the molecular profile of the tumor in its entirety - Represents an overall summary of the entire molecular profile of the tumor or tumors and not just a subset of a single tumor that may be represented in a tissue sample. This may enable insight into potentially more targetable mutations than tissue testing.

Able to monitor response to therapy – Recent data suggests that changes in tumor burden can be monitored through the use of successive blood draws to potentially provide quicker information as to the effectiveness of a chosen treatment than current approaches using radiographic imaging.

Able to address all stages of the disease – Ready access to molecular information and the ability to potentially detect cancer at early stages in blood enable liquid biopsy to be used for applications, such as for recurrence detection or screening asymptomatic individuals.

History of liquid biopsy and challenges

The concept of a liquid biopsy is not new, and we believe that a minimally invasive tool, such as a liquid biopsy, has been an aspiration of the oncology field for many decades. Multiple modalities have been pursued to access a patient’s molecular information through blood, including ctDNA, circulating tumor cells, or CTCs, and exosomes. It has been recently shown that modalities using ctDNA have distinct advantages over other modalities. For example, ctDNA has a concentration in blood that may be over 100 times higher than CTCs, which can enable increased test sensitivity and accuracy.

However, despite this promise of higher concentration and, therefore, higher theoretical sensitivity of a ctDNA test, these fragments are still found at very low concentrations which can make their analysis challenging by conventional methods. For example, circulating cell-free fetal DNA, which is the target for a variety of non-invasive prenatal testing applications for women during pregnancy, makes up a median of 10% of the total cell-free DNA in maternal blood. By contrast, the median concentration of ctDNA genomic alterations detected in blood of advanced cancer patients is 0.46% and can be present at levels below 0.01% in early stage cancer patients.

Although the sensitivity and specificity of conventional next generation sequencing is sufficient for tissue biopsy based tumor profiling, this performance is inadequate for liquid biopsies due to the low concentrations of ctDNA in blood. Moreover, comprehensive genomic profiling for precision oncology requires detection across all four classes of genomic alterations below, which can be especially challenging with ctDNA:

Single-nucleotide variants (SNVs) - variation(s) in a single nucleotide in a DNA molecule

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Insertions/deletions (Indels) - short nucleotide section(s) of a DNA molecule inserted or deleted

Copy number amplifications (CNVs) - regions(s), typically spanning one or more genes of the genome that are repeated

Genomic rearrangements - involve gross alterations of chromosomes or large chromosomal regions and can take the form of deletions, duplications, insertions, inversions or translocations

The market opportunity and our vision for the standard of cancer care

We believe that liquid biopsy tests can solve critical challenges of tissue-based tests, expand the scope of precision oncology across the cancer care continuum to earlier stage disease, and empower clinicians to make better decisions to improve clinical outcomes, lower healthcare costs and enable biopharmaceutical companies to advance new therapies. We believe liquid biopsy has application in the following areas, representing a market opportunity we estimate to be more than $35 billion in the United States:

Therapy selection in advanced cancers. Clinicians require genomic information in order to properly match advanced cancer patients with the appropriate treatment across multiple lines of therapy. Given the limitations of tissue biopsies, we believe a blood test that is capable of accessing the comprehensive genomic profile of the patient’s cancer represents a significant breakthrough. In particular, in the community setting, where 80% of cancer patients are treated, infrastructure and expertise to access tissue may be especially limited. A comprehensive liquid biopsy test for therapy selection can also benefit biopharmaceutical companies across a range of applications, including patient selection and recruitment for clinical trials and commercialization once the drug is approved, as well as identification of new molecular targets for drug development. Better access to molecular information can speed clinical trial enrollment and increase the probability of success of drug development in a target patient population.

We estimate this is an up to $6 billion total market opportunity in the clinical and biopharmaceutical markets. This includes a near-term clinical opportunity of $2 billion, based on an estimated 700,000 metastatic patients in the United States and an assumed average reimbursement rate of $3,000, a similar amount covered by Medicare for a comprehensive genomic profiling test. We estimate the number of metastatic patients in the United States based on the number of deaths attributable to cancer annually in the United States as reported in A Cancer Journal for Clinicians and the number of patients who are diagnosed with advanced cancer in the United States and are alive a year after diagnosis as reported in the SEER Cancer Registry. We believe this opportunity may expand by up to an additional $2 billion, as metastatic patients may require multiple tests to inform subsequent lines of therapy.

We estimate that the market opportunity with biopharmaceutical companies in the United States is over $2 billion including an opportunity of over 400,000 tests based on the industry’s current clinical pipeline of over 900 immuno-oncology and over 300 targeted therapy programs, involving more than 130,000 patients. These programs represent two distinct testing opportunities: (1) prospective screening to identify candidate patients for enrollment and (2) retrospective analysis of patient samples. In addition we estimate there is a market opportunity of $500 million in companion diagnostics development and other commercial opportunities.

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The chart below represents the breakdown of the total estimated market opportunity across both the targeted therapy and immuno-oncology opportunities for the therapy selection markets:

Recurrence detection in cancer survivors. We believe cancer survivors would benefit from tests that could improve recurrence detection. Follow-up testing for surveillance in cancer survivors is often ad-hoc, leaving patients guessing as to if and when their cancer may recur. A portion of this market is currently served by prognostic and predictive molecular tests that can classify whether a patient may be at low-risk or high-risk of recurrence. We believe that a definitive diagnostic test for cancer would benefit this patient population both immediately following surgical resection of the tumor and as a monitoring tool in subsequent years. Furthermore, a liquid biopsy test in this setting could help biopharmaceutical companies identify new opportunities in adjuvant drug development and therapies targeting earlier stage cancers.

We estimate this is an approximately $15 billion market opportunity, consisting of an estimated 15 million solid tumor cancer survivors, excluding survivors of blood cancers, including leukemia and Non-Hodgkin’s lymphoma, in the United States as reported by the American Cancer Society, and assuming an average price of $1,000 per test for each solid tumor cancer survivor, which is consistent with the cost to screen a patient for lung cancer as reported in the New England Journal of Medicine.

Early detection of cancer in higher risk individuals. Earlier detection of cancer is generally correlated with better clinical outcomes and a higher cure rate for many cancer types. We believe that a test that can accurately detect cancer at its earliest stages or even pre-cancer in a largely asymptomatic population will need to overcome high technological, clinical and regulatory challenges. However, such a test can have significant benefits on mortality and perhaps eventually reduce incidence rates of cancer, if the information provided can be effectively paired with the right preventative medicine or curative intervention.

We estimate this is an approximately $18 billion market opportunity, based on an estimated consisting of 35 million individuals at higher risk for cancer in the United States and assuming an average price of $500 per test. The estimated 35 million individuals at higher risk for cancer in the United States consist of approximately 17 million individuals at moderate to high hereditary risk of developing breast, ovarian, colorectal, endometrial or prostate cancer, based on prevalence statistics reported in Genetics in Medicine and U.S. Census Data; approximately 14.5 million people over the age of 50 who are moderate to heavy smokers, as reported by the Centers for Disease Control and Prevention; and approximately 3.5 million individuals in the United States at high risk of developing liver cancer due to Hepatitis C infection, based on data reported in Hepatology.

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The graphic below depicts the potential opportunities of liquid biopsy across the cancer continuum of care:

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The Guardant Health Oncology Platform

The Guardant Health Oncology Platform is comprised of strengths across five critical layers, each of which is tightly coupled with the others, and we believe success in each facilitates success in adjacent layers. We believe our platform and our position as a pioneer of comprehensive liquid biopsy provide us with a competitive advantage and form a barrier to entry. The following diagram depicts the five layers of our oncology platform:

Technology – Guardant Digital Sequencing

Guardant Digital Sequencing combines state-of-the-art technology from multiple disciplines and is enabled by robust, high-efficiency biochemistry at the front-end, next-generation sequencing and a machine learning augmented bioinformatics pipeline. The combination of all of these technologies onto one platform has enabled our programs in liquid biopsy and what we believe is the highest performing clinical comprehensive liquid biopsy, with a turnaround time of less than seven days after we receive the sample. We believe our platform is able to detect all four classes of genomic alterations at sensitivity levels beyond comparable platforms.

Two specific enhancements we employ throughout the workflow include:

High-efficiency chemistry - Our proprietary ctDNA sample preparation biochemistry is able to convert the vast majority of extracted ctDNA molecules into a sequencing library. This enables enhanced sensitivity to detect mutations present at ultra-low variant frequency and the ability to work with limited sample volumes.

Error suppression via proprietary bioinformatics engine - Our bioinformatics pipeline reduces the sequencing error rate by 1000-fold over conventional next-generation sequencing and by 30-fold over other sequencing assays relying on molecular barcoding alone. Furthermore, the machine learning capability enables performance improvement as we incorporate data from additional blood samples.

Clinical utility

We believe that the measure of the clinical utility provided by a given diagnostic test or technology lies in the ability to enable the physician to match intervention with the patient to improve outcomes. We also believe that success in the clinical utility layer requires both independent, systematic investments in clinical research, and strategic relationships with market-leading biopharmaceutical companies. For this reason, we have invested in directly sponsoring or participating in prospective, interventional clinical trials with leading academic cancer centers and biopharmaceutical companies, including 29 clinical outcomes studies, what we believe to be the largest-ever liquid-to-tissue concordance study and a prospective interventional clinical utility study demonstrating clinical overall response rates in line with tissue biopsy approaches. We have built an internal clinical development team that can efficiently run clinical utility studies and continue to invest in such studies spanning many indications within the

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advanced cancer setting with 17 completed, ongoing or planned studies in lung cancer, 11 in gastrointestinal cancers and 13 in other cancer types. We are also investing heavily in studies involving earlier stage disease.

The strength of our technology facilitates strategic relationships with academia and over 40 biopharmaceutical customers, to help them advance the development of their drug pipelines and expand the utilization of currently commercialized treatments. In return, these relationships provide rigorous clinical validation of our technology and early insights into emerging therapeutically relevant test targets.

Regulatory

We believe that Guardant360 was the first comprehensive liquid biopsy approved by the NYSDOH. In addition, based on our review of publicly available records, we believe our facility was the first comprehensive liquid biopsy laboratory to become CLIA-certified, CAP-accredited and NYSDOH-permitted. While FDA approval is currently not required to market our tests in the United States, we intend to seek a PMA for Guardant360. In January 2018, the FDA granted Guardant360 Expedited Access Pathway, or EAP, designation, which offers potentially faster review for breakthrough medical devices. FDA approval now provides a path to reimbursement by Medicare through CMS. In March 2018, CMS published a Decision Memorandum for next-generation sequencing tests, or the NGS Decision Memorandum, for patients with advanced cancer who meet certain clinical criteria. The NGS Decision Memorandum states, among other things, that coverage would be available for next-generation sequencing FDA-approved tests offered within the FDA-approved companion in vitro diagnostic test labeling. We believe that this establishes a competitive advantage for tests receiving FDA approval and that FDA approval will be increasingly necessary for diagnostic tests to gain adoption, both in the United States and abroad, by clinicians, payers and biopharmaceutical companies. We plan to submit a PMA application for Guardant360 to the FDA in the first half of 2019.

Payer coverage

Coverage from public and commercial payers is primarily influenced by clinical evidence, endorsement by KOLs and treatment guidelines. The analytical and clinical data that we have generated, combined with our support from KOLs, has led to a number of positive coverage decisions from commercial payers. Guardant360 is currently covered by Cigna and several Blue Cross Blue Shield plans, which have adopted reimbursement policies that specifically cover Guardant360 for NSCLC, which we believe gives us a competitive advantage with these payers. With respect to Medicare, in July 2018, Palmetto GBA, the MAC responsible for administering Medicare’s molecular diagnostic services program, issued an LCD for Guardant360 for patients who meet certain clinical criteria. We worked with Palmetto GBA to obtain this positive coverage decision through the submission of a detailed dossier of analytical and clinical data to substantiate that the test meets Medicare’s medical necessity requirements. We anticipate FDA approval of Guardant360, if obtained, may support improvements in coverage and reimbursement, including Medicare according to the NGS Decision Memorandum.

Commercial adoption

Success in each of the layers above is important for commercial adoption by clinicians and biopharmaceutical companies. Additionally, for clinicians, endorsement by KOLs traction at academic centers and inclusion in national treatment guidelines is important, especially for clinical adoption in the community setting where 80% of cancer treatment occurs. Our relationships with key stakeholders across the oncology community, as well as the recent inclusion of liquid biopsy under certain circumstances as a potential alternative to tissue biopsy in NCCN treatment guidelines has helped facilitate adoption with 5,000 oncologists, who have collectively ordered over 70,000 Guardant360 tests, and over 40 biopharmaceutical companies.

Our products and development programs

We currently have two commercial tests as well as additional tests under development through our LUNAR-1 and LUNAR-2 programs. We believe our product portfolio, once completed, will address the full continuum of care and has utility in both the clinical and biopharmaceutical markets.

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Therapy Selection: Guardant360 and GuardantOMNI

The increasing diversity of targeted therapies and associated molecular biomarkers has given rise to comprehensive genomic profiling, particularly in tumor types where multiple genomic targets can be found and treated effectively. For example, NSCLC, like other tumors, has multiple effective treatment options targeting different genomic variations. There are seven targetable genomic variations in NSCLC, which are comprised of alterations across all four genomic variant classes (SNVs, indels, CNVs, and fusions). Four of these targets are on-label approved biomarkers for FDA-approved therapies. As of May 31, 2018, the NCCN treatment guidelines recommended testing for the following targetable genomic alterations across different cancer types, which demonstrates the requirement for broader genomic profiling:

NCCN Mention	Cancer Type	Targetable Genomic Alterations
NCCN  Guideline Recommended	NSCLC	EGFR mt	BRAF mt	ERBB2 mt (HER2) mt	ALK fusion	ROS1 fusion	RET fusion	MET amp and exon 14 skipping mt
	Colorectal	KRAS mt exons 2,3,4	NRAS mt exons 2,3,4	BRAF mt	MSI
	Breast	ERBB2 (HER2) amp	BRCA1/2 germline
	Gastric and Gastro-esophageal	ERBB2 (HER2) amp
	Melanoma	BRAF mt	KIT mt
	GIST	KIT mt	PDGFRA mt

Despite NCCN guidelines, a recent 800 patient study of NSCLC patients reported that only a minority of patients actually are tested for the guideline-recommended targetable genomic mutations. Such “undergenotyping” had multiple causes in the study, and primary reasons for not testing were lack of sufficient tissue, poor patient performance status or infeasibility to undergo a repeat biopsy for additional tissue. The chart below shows the percentage of cancer patients in the study that were genotyped for the NCCN-recommended genomic mutations-only 8% of patients were genotyped for all targets.

Guardant360

We believe Guardant360 is the market leading comprehensive liquid biopsy test, based on the number of tests ordered. Guardant360 is a 73 gene test that supports treatment selection for advanced stage cancer patients with solid tumors. The testing process requires two 10 milliliter blood samples that are sent to our laboratory in Redwood City, California where we use proprietary, next-generation sequencing-based Guardant Digital Sequencing

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Technology. Results are typically delivered in seven days following receipt of sample and delivered by a clinical report through fax, portal or mobile device.

Since we launched Guardant360 in 2014, over 70,000 total tests have been ordered by over 5,000 oncologists across dozens of cancer types, more than 40 biopharmaceutical companies and by all 27 NCCN centers.

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The Guardant360 clinical report

The clinical report contains somatic mutations detected in patient blood samples, associated treatment options and available clinical trials in the vicinity of the patient’s location. Additionally, the report depicts a Guardant Tumor Response Map, a proprietary visual representation that shows the evolution of somatic mutations in longitudinal blood samples. An illustrative report is provided below.

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Guardant 360 patient case study #1: Guardant360 finds targetable EGFR mutation in a patient missed by tissue biopsy-based genomic testing.

A 60-year old female was diagnosed with advanced NSCLC including metastatic spread to her bones. The initial tissue biopsy revealed a targetable EGFR L858R mutation and the patient responded to targeted therapy with the anti-EGFR drug, erlotinib. However, after about half a year the cancer became resistant to erlotinib and a repeat tissue biopsy, a core-needle biopsy, was negative on tissue-based next-generation sequencing for the common EGFR T790M resistance mutation, and so the patient was prescribed the immunotherapy drug, nivolumab. The patient began coughing up blood after four weeks on nivolumab, and her ability to walk worsened. An imaging test revealed worsening brain metastases. She went for a second opinion and a Guardant360 test was ordered, revealing both the original EGFR L858R mutation and an EGFR T790M mutation missed on tissue-based next-generation sequencing. This enabled her doctors to stop the immunotherapy and prescribe osimertinib, whereupon the tumor in the lung shrank significantly and her brain metastases stabilized.

Guardant360 patient case study #2: Guardant360 finds a targetable ERBB2 (HER2) amplification in a female whose original breast cancer tissue biopsy was ERBB2 (HER2) negative. 

A 49-year old female with metastatic breast cancer was diagnosed as estrogen receptor positive and HER2 negative. She was initially treated with standard chemotherapy and an aromatase inhibitor. A breast oncologist at the University of Miami used a Guardant360 test and found a significant amplification of the ERBB2 (HER2). As a result, the patient was treated with HER2 targeted agents, trastuzumab and pertuzumab, and demonstrated rapid clinical response. This case illustrates the clinical utility of Guardant360 testing at progression in advanced breast cancer when treatment is failing, to identify changes in the genomic status of the cancer due to tumor evolution over time. This case also illustrates Guardant360’s utility when bone metastases are involved, which are particularly difficult to biopsy. Bone metastases are common in advanced prostate and breast cancer, occurring in approximately 70% of cases.

Analytical validation

There are two key performance characteristics that are critical for any liquid biopsy test. The first is sensitivity, which refers to the level of ctDNA in circulation at which the technology reliably detects variants for a given input sample amount. The second characteristic is specificity, which is the probability that a given test result is accurate. These metrics are critical for effective treatment selection based on the results of liquid biopsy testing. It can be especially challenging to maintain high specificity at detection levels below 0.25% due to the high error rates of standard next-generation sequencing protocols at these levels and the broad genomic footprint tested simultaneously in a comprehensive liquid biopsy test.

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In order to assess these key performance characteristics, we conducted analytical validation studies against orthogonally validated methods. The results were published in Clinical Cancer Research. The study demonstrated that Guardant360 has a detection threshold of one to two molecules across multiple alteration types with very high specificity which results in accurate and sensitive detection of somatic mutations in patient samples.

Clinical trials

The goal of our clinical development with Guardant360 is to support its use for comprehensive genomic profiling across multiple tumor types, including as a preferred alternative to tissue testing to inform first line treatment right after diagnosis and at time of disease progression. We publish peer-reviewed studies in order to influence treatment guidelines, to educate clinicians and other oncology stakeholders about the value proposition of our test and to set the stage for reimbursement with private and public payers. With Guardant360, we have 42 approved, completed or active studies and 80 peer-reviewed publications:

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The following summarizes the results of our key clinical studies:

Genotyping concordance between liquid biopsy and matched tumor tissue. We conducted a blinded retrospective study comprising 6,948 consecutive NSCLC samples to assess the concordance between Guardant360 and tissue genotyping of samples received for clinical testing at our laboratory. The results below show high positive predictive value, which is the probability that a variant detected by Guardant360 in blood is in fact present in the corresponding tissue sample.

Detection rate of ctDNA in real-world patient samples.We conducted astudy comprising 10,593 consecutive samples to provide insights into Guardant360 test performance in real-world clinical specimens. In this study, we observed a test success rate of 99.6%. Overall detection rates of ctDNA were consistently high (85.9%), predominantly driven by NSCLC (87.7%), colorectal (85.0%) and breast (86.8%). We believe this cohort demonstrates the need for a highly sensitive liquid biopsy as the median variant allele frequency, or VAF, found was only 0.46%.

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Prospective clinical outcome study of patients treated based on Guardant360.A prospective, interventional, multi-cancer clinical utility study of Guardant360 across 193 patients with no tissue genotyping options was conducted between August 2014 and June 2016. In the NSCLC cohort, 73 patients were tested, 34 were matched with pre-specified therapy, of which 17 patients were treated with matched therapy, of which 15 patients were evaluable. The objective response rate was 87% (95% CI, 58%-98%) with disease control rate of 100% (95% CI, 75%-100%). Importantly, the response rate was independent the VAF of mutations found in the blood. The summary of performance is presented in the figure below.

Clinical relevance of actionable mutations detected at ultra-low concentrations.In this study, we analyzed the clinical response of a case series of Guardant360-detected targetable driver alterations in advanced NSCLC with VAFs of less than 0.2%. Twelve patients in this multicenter series were selected who had targetable driver alterations in EGFR (n=7, VAF range 0.045%-0.14%), MET exon 14 skipping mutation (n=1, VAF = 0.06%), BRAF V600E (n=1, VAF = 0.1%), EML-ALK fusions (n=3, VAF range 0.07-0.16%). All patients responded to targeted therapy with median progression-free survival of 52 weeks. Of particular significance, 7 out of 12 (58%) patients were undergenotyped, largely due to tissue insufficiency.

Liquid versus tissue biomarker discovery rate. We are proactively pursuing studies to support the use of Guardant360 as a preferred alternative to tissue to inform first line treatment right after diagnosis. Such a strategy is predicated on Guardant360’s ability to offer accurate, reliable and fast guideline-directed comprehensive genotyping for all adult solid tumors without exposing patients to invasive biopsy procedures’ risks, delays or chance of failure. The goal of these studies is to provide evidence that Guardant360 detects genomic alterations at a similar rate compared to standard of care tissue testing in the United States, Europe and Asia. For example, the SLLIP study was the first prospective study comparing Guardant360 to unspecified tissue-testing modalities.The primary endpoint for the study was the non-inferiority of Guardant360, as compared to standard tissue testing, in detecting seven NCCN (EGFR, ALK, ROS, BRAF, MET, RET, ERBB2) biomarkers in first-line advanced, non-squamous NSCLC. Among more than 180 total samples, the investigators for the study found that tissue-based testing identified biomarkers in 48 subjects, while Guardant360 identified biomarkers in 47 subjects, meeting the study’s primary endpoint (P<0.002). We expect a final analysis on the treatment plans and outcomes for these patients to be completed by the middle of 2019. Additionally, in the first half of 2019 we expect to present an interim analysis for the results of our ongoing NILE study, in which more than 280 patients are enrolled and the primary endpoint of which is the detection rate of those same seven biomarkers in advanced, non-squamous NSCLC using Guardant360 versus standard of care tissue testing.

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GuardantConnect

Metastatic cancer patients often exhaust standard of care treatment options as the disease progresses, and guidelines recommend clinical trials for advanced cancer patients, thus clinical trial matching is an acute need in oncology. At the same time, biopharmaceutical companies need to fill trials that require screening hundreds of thousands of patients. Despite these needs, trial enrollment in oncology has severely lagged, with only 3-6% of cancer patients enrolling in clinical trials. GuardantConnect is our integrated software solution designed for our clinical and biopharmaceutical customers to connect patients tested with Guardant360 to clinical trials.

GuardantOMNI

GuardantOMNI is our second commercial product, which builds on Guardant Digital Sequencing Technology and learnings from Guardant360. GuardantOMNI has a genomic panel footprint that is significantly larger than Guardant360 and has achieved comparable analytical performance in clinical studies. GuardantOMNI was developed in collaboration with several biopharmaceutical companies, including Merck MSD, Merck KGaA, Pfizer, AstraZeneca and Bristol-Myers Squibb. It covers 500 genes, including genes associated with homologous recombination repair deficiency and biomarkers for immuno-oncology applications, such as tumor mutational burden and microsatellite instability.

In order to preserve performance characteristics of Guardant360 across a broader gene panel, we implemented additional enhancements to the assay efficiency and bioinformatics analysis to improve the sensitivity of the test. These enhancements are critical in the context of the use case for GuardantOMNI in the retrospective testing of clinical trial samples for translational science applications in collaboration with biopharmaceutical customers, as those samples are often available with only a limited volume of plasma.

Validation data indicates that GuardantOMNI exceeds Guardant360’s sensitivity for detecting clinically actionable biomarkers. At the same time, broader panel-wide performance of small variants is roughly similar to that of Guardant360.The broad genomic footprint of GuardantOMNI enables accurate measurement of tumor mutational burden.

Early stage cancer detection pipeline: The LUNAR Program

We believe that there is a critical need to develop products to expand precision oncology to earlier stage settings. Such products would enable clinicians to precisely detect, monitor and select the appropriate intervention at the right times in the disease’s evolution, key to significantly improving patient clinical outcomes. In order to systematically address this need, we launched our LUNAR research program in May of 2016: LUNAR-1 to develop tests for residual disease and recurrence detection for cancer survivors and LUNAR-2 to develop tests for early detection in higher risk asymptomatic patients.

Early cancer detection in higher-risk individuals is technically challenging, especially with respect to clinical specificity. There is a minimal amount of ctDNA in patients with low-disease burden. Additionally, naturally-occurring genomic aberrations in blood as well as signals from non-cancer related diseases can add biological noise obfuscating detection of circulating tumor-related biomarkers. We believe we have the unique capability to overcome these challenges by leveraging our:

• Vast data sets and deep insights: We have targeted deep sequencing data in combination with low-coverage sequencing of whole genome from tens of thousands of cancer patients. This data has enabled discovery of novel epigenomic variations across multiple cancer types. We believe augmenting genomic with epigenomic signatures can enhance the clinical sensitivity and specificity of our tests significantly. Moreover, we developed a database of biological noise sources such as clonal hematopoiesis of indeterminate potential, which enables us to further enhance the sensitivity and specificity of our tests.

• Extensive blood biobank: We have a biobank of tens of thousands of cancer samples that we use for discovery and, more importantly, biomarker verification and validation. For example, we are analyzing these samples with whole genome sequencing to identify and confirm tumor associated signatures. Also, we have been collecting additional samples through multiple on-going research collaborations.

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Recurrence detection for cancer survivors: The LUNAR-1 Program

We launched our LUNAR-1 program to pursue two opportunities. The first is for surveillance of patients who have completed curative cancer treatment to potentially detect recurrence at the earliest stage. The second is for detection of residual disease in the blood of cancer patients after surgery. We believe this may identify a population of patients with residual disease who are most likely to benefit from adjuvant chemotherapy treatment.

Tests resulting from our LUNAR-1 program could provide patients quantitative peace of mind through a definitive test for recurrence. It could also help physicians determine those patients that may still have residual disease and be candidates for adjuvant treatment. Though we believe that the technology is extensible to a broad array of cancer types, our LUNAR-1 program will initially focus on 4 cancer types: lung, colorectal, breast and ovarian cancers. These markets are significant, from an estimate of up to $1 billion for adjuvant treatment selection to $5 billion for surveillance in the four cancers of initial focus. We estimate the broader total market opportunity of LUNAR-1 to be $15 billion as we expand to other indications.

Clinical studies have demonstrated the added value of adjuvant chemotherapy after surgery to kill residual disease and prevent recurrence when cancer is present and at low burden. However, studies have shown that adjuvant chemotherapy given empirically to operated stage II colon cancer patients will only benefit the 15% of patients likely to have a cancer recurrence. Thus, many more patients endure cytotoxic chemotherapy who do not need it, so that the few may benefit. Additionally, an adjuvant drug development study can cost significantly more, typically require more patients, last longer and have a lower probability of success relative to a trial in a metastatic setting. Identification of those most likely to benefit from adjuvant therapy is therefore an important clinical challenge. A near-term opportunity for LUNAR-1 is in partnering with biopharmaceutical companies to identify these patients for adjuvant trial enrollment and also monitor treatment effectiveness.

To help address this challenge in the clinical setting, we are collaborating with investigators from multiple academic cancer centers, including MD Anderson Cancer Center, the University of Colorado, Memorial Sloan Kettering Cancer Center, Massachusetts General Cancer Center, Wake Forest Cancer Center and the University of California San Francisco, as well as several international institutions. As part of our collaboration with MD Anderson Cancer Center, we performed a retrospective study of colorectal cancer subjects undergoing curative-intent hepatectomy with 5 year clinical outcomes. By analyzing just one post-operative blood sample, our LUNAR-1 test detected residual tumor signatures in 48% of patients who relapsed in the course of study. Moreover, patients with detected residual tumor signatures post-operation all relapsed within 18 months and had a worse relapse-free survival rate versus patients with no residual tumor signature, represented in the chart below.

Of particular note, unlike methods that have been reported by others, these patients’ post-operative tumor signatures were detected without knowledge of the underlying tumor tissue mutations. This achievement was primarily enabled by use of our database of biological noise for filtering out non-tumor related spurious signals.

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Early detection for asymptomatic cancer: The LUNAR-2 Program

Although cancer is the second leading cause of death in the United States, it can be cured if detected and treated at its earliest stages. For example, the introduction of the Pap smear reduced cervical cancer mortality by more than 80% from 1950 to 2005. However, despite the benefit of screening, which is recommended by the U.S. Preventive Services Task Force for cervical, breast, lung and colorectal cancers, a significant number of people do not receive screening today. For example, greater than 30% of eligible Americans are not up-to-date on screening for colorectal cancer. Compliance is only part of the problem; the other major challenge lies in the limited efficacy of existing screening modalities:

Protein testing - Current screening tests using protein biomarkers for various cancers, including prostate (PSA), pancreatic (CA19-9) and ovarian (CA125), lack sensitivity and specificity.

Imaging - Whileradiographic imaging is sensitive, it lacks clinical specificity. For lung cancer screening, as an example, the landmark National Lung Cancer Screening Trial reported that LDCT, lung cancer screening of heavy smokers significantly increased cancer diagnosis rate and decreased overall mortality. However, a recent practice survey reported that only 3.9% of the estimated 6.8 million eligible patients had received LDCT screening. An important barrier to adoption of LDCT screening has been its greater than 95% false positive rate, which results in many unnecessary biopsies or inaction on positive findings.

The goal for our LUNAR-2 program is to develop an accurate, affordable test with potential for high compliance for use in higher risk asymptomatic individuals. To support this development, we have ongoing collaborations with multiple investigators at several institutions, including the University of San Francisco, the University of Colorado and the University of Pennsylvania. One clinical collaboration involves the study of patients at higher risk for developing lung cancer, who are undergoing evaluation for suspicious lung nodules. As part of this study, we aim to generate data demonstrating the ability of ctDNA to differentiate between early cancerous versus benign nodules in lung cancer. We have other collaborations studying similar applications of our technology for several other cancer types.

Our research and development results to date indicate that somatic signatures alone may be insufficient for detection of early stage cancers with high sensitivity. For this reason, our LUNAR-2 program is exploring the incorporation of epigenomic as well as other signatures to enhance the clinical performance of our assays in this setting. In pilot clinical studies, we analyzed blood samples of patients with lung and colorectal cancers using this combined epigenomic and genomic approach. Preliminary results using this methodology are promising and have demonstrated positive detection in samples that were negative by somatic detection alone. Specifically, the clinical sensitivity for stage I-II lung cancer was 71% (n=65) and 67% for stage I-II colorectal cancer (n=42). The specificity of the test was 98% across both healthy (n=84) and aged-matched (n=43) controls.

Commercialization

U.S. clinical commercial efforts

We commercialize our products in the United States to clinicians through our targeted sales organization. As of June 30, 2018, our clinician-focused sales organization in the United States included 30 sales representatives that are engaged in sales efforts and promotional activities primarily to oncologists and cancer centers. Our sales representatives typically have extensive backgrounds in laboratory testing, therapeutics and oncology. We have supplemented the team with clinical oncology specialists with extensive medical affairs experience for molecular information support in the field.  

Our clinical commercial efforts are focused on driving adoption with academic research institutions and with community oncology practices, including through leading physician networks. As we continue to grow our sales organization, we are also expanding our reach to include large community practices, community oncology networks, integrated delivery/ payer-owned systems and government medical facilities that are looking for a reliable partner for comprehensive molecular information testing.

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International clinical commercial efforts

We currently offer our tests in 38 countries outside the United States, primarily through distributor relationships or direct contracts with hospitals.

Currently, all customer samples are shipped globally to our laboratory in Redwood City, California. We are conducting studies in various countries in an effort to secure reimbursement. As these studies progress and we near commercial opportunities in various countries, we may decide to invest in establishing an in-country laboratory and direct sales organization.  Specifically, we have already demonstrated the ability to deploy our technology to partner laboratories such as cancer centers, for the development of liquid biopsy assays based on our technology platform. We believe that this capability will be important in accelerating adoption of our platform and the performance of liquid biopsy testing  in certain countries.

Currently, we are primarily focused on expanding our commercial capabilities in Asia, with an initial focus on Japan. Together with SoftBank, we formed a joint venture, Guardant Health AMEA, Inc., which we refer to as the Joint Venture, relating to the sale, marketing and distribution of our tests in all areas worldwide outside of North America, Central America, South America, the United Kingdom, all other member states of the European Union as of May 2017, Iceland, Norway, Switzerland and Turkey, or the JV Territory. In a given country, the Joint Venture will conduct its operations through either a distribution model or a licensing model. Under the distribution model, our tests would be marketed and sold by the joint venture in relevant countries within the JV Territory, and the tests would be performed by or on behalf of us or our affiliates outside of such countries on samples obtained by the Joint Venture in such countries. Under the license model, the Joint Venture, or an entity designated by the Joint Venture, would be licensed to market and sell the tests in relevant countries within the JV Territory, and the Joint Venture, or an entity designated by the Joint Venture, would perform the tests on samples obtained in such countries. Following a determination by the board of directors of the Joint Venture on the appropriate model for an individual country, we will enter into agreements with the Joint Venture with respect to the individual country based on the license or distribution model. We expect to rely on the Joint Venture toaccelerate commercialization of our products in Asia, the Middle East, and Africa, with our initial focus being on Japan.

There are over 350,000 deaths from solid tumor cancers annually in Japan with a significant portion relating to lung and gastric cancers. We are involved in several nationwide clinical programs that help establish clinical utility of Guardant360 testing in the Japanese population, including:

LC-SCRUM-Japan – this study is a nationwide genomic screening project across 251 institutions to match metastatic lung cancer patients with approved drugs and experimental therapies in clinical trials. LC-SCRUM-Japan has been screening patients for targeted therapies since 2013 using tissue samples for genomic analysis. In December 2017, the program introduced a new liquid biopsy trial arm with a goal of screening more than 1,000 patients using Guardant360.

SCRUM-Japan GI-SCREEN - the liquid biopsy arm of this study, known as the GOZILA (Guardant Originates in ZIpangu Liquid biopsy Arrival) trial, will match patients with advanced gastrointestinal cancer to novel therapies in clinical trials that target specific gene alterations. The study will initially use Guardant360 to test 200 advanced CRC patients whose cancer has progressed after standard treatment with anti-EGFR therapy. Those who test positive for amplification in the ERBB2 gene will be enrolled in a clinical trial exploring the effectiveness of changing to an anti-ERBB2 combination targeted therapy with trastuzumab plus pertuzumab. The study will expand to include 2,000 patients with a variety of gastrointestinal cancers and treatment arms.

Biopharmaceutical commercial efforts

Our business development team is focused on enterprise selling to biopharmaceutical companies in the United States and internationally. Our strategy with each biopharmaceutical customer is to demonstrate the value proposition of the Guardant Health Oncology Platform and expand its utilization across the organization from early stage research through clinical development to commercialization. Given the broad and differentiated utility of our platform, we believe we can support our biopharmaceutical customers across many applications, including:

• discovery of new targets and mechanisms of acquired resistance;

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• retrospective sample analysis to rapidly identify biomarkers associated with response and lack of response;

• prospective screening and referral services to accelerate clinical trial enrollment; and

• companion diagnostic development to support the approval and commercialization of therapeutics.

We also expect to be able to capture other commercial opportunities from our genomic data, which can be used in combination with clinical outcomes or claims data for multiple applications, including novel target identification.

Payer coverage and reimbursement

We believe our tests and services provide solutions that enhance the safety, efficacy and guide cost-effective treatment selection of cancer therapeutics, as evidenced by the adoption from key stakeholders in the healthcare ecosystem. Evidence-based analytical validity, clinical validity and clinical utility studies are key drivers of both clinical adoption and reimbursement from commercial and government payers. Peer-reviewed evidence of our products and services will continue to be a center piece of our reimbursement strategy.

We believe our products offer significant health economic value to payers in the following ways:

• reduce undergenotyping, thereby matching health plan members to targeted therapies that are both less costly and more effective than potential alternatives such as immunotherapy; and

• reduce the need for a repeat invasive biopsy, thereby avoiding the associated high costs and risks of tissue biopsy complications.

In sum, we believe our tests help payers reduce both diagnostic and treatment costs, while simultaneously and most importantly improving clinical outcomes.

Commercial third-party payers and patient billing

The current list price for Guardant360 is $7,800 for U.S. clinical patients. Payment from third-party payers differs depending on whether we have entered into a contract with the payers as a “participating provider” or do not have a contract and are considered a “non-participating provider.” Payers will often reimburse non-participating providers at a lower amount than participating providers or not at all. Where we are not reimbursed in full or at all, we may elect to appeal the insurer’s underpayment or denial of payment or seek payment from the patient. However, insurer appeal and patient collection efforts take a substantial amount of time and resources and are often unsuccessful. Additionally, there are several national third-party commercial payers that have adopted non-coverage policies that treat both tissue and liquid CGP testing, including Guardant360, as experimental or investigational at this time.

We have provided testing services to patients with many cancer types and indications, serving nearly always as a non-participating provider through 2017. We received reimbursement for tests across the spectrum of these patients, though for amounts that on average were significantly lower than for participating providers.

When we contract to serve as a participating provider, reimbursements are made pursuant to a negotiated fee schedule and are limited to only covered indications. Becoming a participating provider generally results in higher reimbursement for covered indications and lack of reimbursement for non-covered indications. The impact of becoming a participating provider with a specific payer will vary based on historical reimbursement as a non-participating provider for that payer. Coverage from commercial payers has been focused on NSCLC, which represented approximately 46% of our clinical testing volume in 2017. To date, the benefit of increased reimbursement for covered NSCLC Guardant360 testing as a participating provider has been approximately offset by the loss of reimbursement on other tests previously received when we served as a non-participating provider. Therefore, the net result of receiving coverage for a particular indication, including NSCLC, may be little to no change in our average revenue per test for all our patients served by these insurance payers.

We are actively engaged to expand coverage among existing contracted providers and to achieve coverage with the remaining key commercial payers, laboratory benefit managers and evidence review organizations. This includes addressing variable coverage requirements and evidence required, and the need for enhanced guideline

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support. Our existing contracted payers, which include Cigna, BCBS Massachusetts and CareFirst BCBS Maryland and BCBS South Carolina, have determined that the analytical validity, clinical validity and clinical utility evidence requirements for medical policy inclusion of Guardant360 in NSCLC have been met. In total, along with Medicare, we estimate these payers currently cover approximately 77.6 million covered lives.

As we broaden our coverage amongst existing providers to include additional tests, we expect we will begin to experience increases in average revenue per test performed; however, we cannot make any assurances that we will be successful in broadening our coverage on a timely basis or at all. Similarly, as we have experienced with our existing contracted payers, we cannot assure you that the addition of new contracted payers will increase our average selling price or revenue.

In addition to our existing contracted payers, which include Cigna, BCBS Massachusetts, CareFirst BCBS Maryland and Priority Health, various Laboratory Benefit Managers who work with these plans, including InformedDNA, Kentmere (Blue Cross of AL) and Avalon (Blue Cross of NC and SC) have covered Guardant360.  The analytical validity, clinical validity and clinical utility evidence requirements for medical policy inclusion of Guardant360 in NSCLC have been met by some commercial payers and laboratory benefit managers.

Government payers

Medicare coverage is limited to items and services that are within the scope of a Medicare benefit category that are reasonable and necessary for the diagnosis or treatment of an illness or injury. National coverage determinations are made through an evidence-based process by CMS, with opportunities for public participation. Medicare released an NGS Decision Memorandum (CAG-00450N) for advanced cancer patients in the first quarter of 2018 that provides, among other things, that coverage is available for FDA-approved companion in vitro diagnostic next-generation sequencing tests offered within their FDA-approved labeling. The NGS Decision Memorandum covers molecular diagnostic tests similar to Guardant360 if the product has a companion diagnostic, or CDx, label and is FDA approved for that disease state. We believe the most expedient path to obtain pan-cancer Medicare coverage is to obtain FDA approval for Guardant360 as a CDx with a pan-cancer tumor profiling label.

In July 2018, Palmetto GBA, the MAC responsible for administering Medicare’s molecular diagnostic services program, issued an LCD for Guardant360 for NSCLC patients who meet certain clinical criteria. We worked with Palmetto GBA to obtain this positive coverage decision through the submission of a detailed dossier of analytical and clinical data to substantiate that the test meets Medicare’s medical necessity requirements. Medicare reimbursement rates for the test have not yet been finalized. Noridian Healthcare Solutions, the MAC responsible for adjudicating claims in California, where our laboratory is located, is a participant in Medicare’s molecular diagnostic services program but has not yet finalized its LCD for Guardant360.

Under Medicare, payment for laboratory tests like ours is generally made under the Clinical Laboratory Fee Schedule, or CLFS, with payment amounts assigned to specific procedure billing codes. In April 2014, Congress passed the Protecting Access to Medicare Act of 2014, or PAMA, which included substantial changes to the way in which clinical laboratory services are paid under Medicare. On June 23, 2016, CMS published the final rule implementing the reporting and rate-setting requirements under PAMA. Under PAMA, laboratories that receive the majority of their Medicare revenue from payments made under the CLFS were required to report to CMS, beginning in 2017 and every three years thereafter (or annually for “advanced diagnostic laboratory tests”), commercial payer payment rates and volumes for each test they perform. CMS uses this data to calculate a weighted median payment rate for each test, which will be used to establish revised Medicare CLFS reimbursement rates for the test. When we begin billing Medicare for our tests, we expect to be subject to reporting requirements under PAMA. For tests furnished on or after January 1, 2018, Medicare payments for clinical diagnostic laboratory tests are based upon these reported commercial payer rates.

State Medicaid programs make individual coverage decisions for diagnostic tests and have taken steps to control the cost, utilization and delivery of healthcare services.

We believe that additional state and federal health care reform measures may be adopted in the future, any of which could have a material adverse effect on the clinical laboratory industry and our ability to successfully

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commercialize our tests. Any of these or other changes could substantially impact our revenues and increase costs. We cannot predict how future healthcare policy changes, if any, will affect our business and financial success.

Operations

We perform the Guardant360 and GuardantOMNI tests in our clinical laboratory located in Redwood City, California. The laboratory is CAP-accredited, CLIA-certified, NYSDOH-permitted and licensed in many other states, including California, Florida, Maryland, Pennsylvania and Rhode Island.

The proprietary validated methods utilize robust semi-automated workflows designed for high throughput sample testing. This methodology allows for rapid scaling of testing volume without impacting performance metrics. These processes allow us to successfully deliver greater than 98% of results successfully. The workflows allow for rapid generation of reports delivering greater than 80% of results within seven calendar days from the day of sample receipt.

Our Guardant360 process includes blood collection, laboratory processing, analysis and reporting. All major processing steps utilize quality control to ensure consistent and reproducible results.

Guardant Digital Sequencing Technology

Guardant Digital Sequencing Technology combines state-of-the-art technology from multiple disciplines and is enabled by robust, high-efficiency biochemistry at the front-end, next-generation sequencing and a machine learning augmented bioinformatics pipeline. The technology, through machine learning, has accrued performance improvements by incorporating learnings generated from the data collected from additional samples. The digital sequencing process workflow is shown below:

Two specific enhancements achieved by Guardant Digital Sequencing Technology are:

• High-efficiency chemistry: Overall efficiency in recovery of ctDNA molecules from starting input amount of ctDNA to the post-sequencing analysis of reconstructed molecules indicates the vast majority of extracted ctDNA molecules are converted into a sequencing library, exceeding most other next generation sequencing preparations by more than 100%;

• Error suppression via proprietary bioinformatics engine: Error suppression through Digital Sequencing corresponds to a typical error rate of approximately one error per 3,000,000 reconstructed molecule nucleotides of high quality. We achieved this performance by tagging each fragment with non-unique barcodes,

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aggregating the information of duplicate sequence reads and utilizing the error models based on learnings from our proprietary database. This should be compared to the simplest single-end sequencing error rate of approximately one error per 1,000 sequenced nucleotides and approximately one error per 100,000 nucleotides that could be achieved by other assays relying on molecular barcoding alone.

The below graphs illustrate the impact of our chemistry and bioinformatics engine on ctDNA conversion and sequencing error reduction:

The observed rate of non-reference nucleotides is shown below across the targeted and sequenced region of the genome. The heterozygous and homozygous germline variants are at around 50% and 100% allele frequency, respectively. The true biological variants and background sequencing noise observed prior to error correction are mainly in the range of 0.1%-10%. Post error correction, suppression of technical artifacts clearly leads to identification of mutations known to be present biologically in a sample, i.e. germline and true biological variants. The below diagrams demonstrate the difference in background sequencing noise from standard NGS relative to Guardant Digital Sequencing, and the improved ability to identify the true biological variants (dots concentrated around the 0.1% allele frequency axis).

Copy number variants manifest in higher than expected coverage, or number of unique molecules mapping to a given amplified region of the genome, compared to that expected for a typical diploid genome. Since observed coverage is highly variable from region to region depending on sequence composition and efficiency of amplification for each individual sample, it is highly non-uniform even when no copy number variants are present. As such, copy number variation is significantly harder to identify than small sequence variants, such as SNVs, insertions, and deletions considered in the previous figure.

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Supply chain

We utilize industry leading vendors for our supply chain. Most reagents and materials are sourced from a single vendor and would require qualification to transition to different vendor. To mitigate risk, we employ a multi-month, multi-lot safety stock strategy to ensure an uninterrupted supply of reagent and material to the laboratory. In the event a latent defect is identified, the lot of material in use is immediately quarantined and changed for a new vendor lot that has been previously qualified for use. The experience with our vendors during last five years has provided us confidence in their ability to produce consistent and quality instrumentation, reagents and materials.

In September 2014, we entered into a supply agreement with Illumina, Inc., or Illumina, for Illumina to provide products and services that can be used for certain research and clinical activities, certain sequencers, equipment and other materials that we use in our laboratory operations. Subsequently, we and Illumina amended the supply agreement to, among other things, update the specific products and services to be provided, and pricing terms therefor, and to extend the initial term of the supply agreement. During the term of the supply agreement, as amended, Illumina will supply us with sequencers, reagents, and other consumables for use with the Illumina sequencers, as well as service contracts for the maintenance and repair of the sequencers.

During the term of the supply agreement, as amended, we are required to make a rolling, non-binding forecast of our expected needs for reagents and other consumables, and place purchase orders for reagents and other consumables. Illumina may not unreasonably reject conforming purchase orders. Subject to discounts that vary depending on the volume of hardware and reagents and other consumables ordered, the price for sequencers and for service contracts is based on Illumina list prices, and the price for reagents and other consumables is based on contract prices that are fixed for a set period of time and may increase thereafter subject to limitations. The supply agreement does not require us to order minimum amounts of hardware, or to use exclusively the Illumina platform for conducting our sequencing.

The agreement contains negotiated use limitations, representations and warranties, indemnification, limitations of liability, and other provisions. The initial term of the supply agreement, as amended, continues until December 2021, and the supply agreement automatically renews for additional one-year terms thereafter unless either we or Illumina provide the other with notice of termination one year in advance of the date when such termination is to take effect. Either we or Illumina may terminate the supply agreement for the other’s uncured material breach, bankruptcy or insolvency-related events, or in the event a regulatory authority notifies such party that continued performance under the supply agreement would violate applicable laws or regulations.

Competition

Growing understanding of the importance of biomarkers linked with therapy selection and response is leading to more companies offering services in genomic profiling. The promise of liquid biopsy is also leading to more companies attempting to enter the space and compete with us. Our main competition is from diagnostic companies with products and services to profile genes in cancers based on either single-marker or comprehensive genomic profile testing, based on next-generation sequencing in either blood or tissue.

Our competitors within the liquid biopsy space include Foundation Medicine, Inc., which was acquired by Roche Holdings, Inc. in July 2018, Roche Molecular Systems, Inc., Thermo Fisher Scientific, Inc., Illumina, Inc., Personal Genome Diagnostics, Inc., Qiagen N.V. and Sysmex Inostics. In addition, GRAIL and Natera, Inc., among others, are developing early detection tests.

Competitors within the broader genomics profiling space based on tissue include laboratory companies such as Bio-Reference Laboratories, Inc., Laboratory Corporation of America and Quest Diagnostics, Inc., as well as companies such as Foundation Medicine, Inc., Caris Life Science and Myriad Genetics, Inc. that sell molecular diagnostic tests for cancer to physicians and have or may develop tests that compete with Guardant360 and GuardantOMNI. In addition, we aware that certain of our customers are also developing their own tests and may decide to enter our market or otherwise stop using our tests.

In addition to developing kits, certain diagnostic companies also provide next-generation sequencing platforms that could be used for liquid biopsy testing. These include Illumina, Inc., Thermo Fisher Scientific Inc. and other

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companies developing next-generation sequencing platforms that are sold directly to biopharmaceutical companies, clinical laboratories and research centers. While many of the applications for these platforms are focused on research and development applications, each of these companies has launched and will continue to commercialize products focused on the clinical oncology market. These tests could include FDA-approved diagnostic kits, which can be sold to the clients who have purchased their platforms.

Furthermore, many companies are developing information technology-based tools to support the integration of next-generation sequencing testing into the clinical setting. These companies may also use their own tests or others to develop an integrated system which could limit access for Guardant to certain networks.

We believe key competitive factors affecting our success are the price and performance of our products, evidence of clinical differentiation, support by KOLs, commercial competitiveness, turnaround time and scope and quality of payer contracts. Our Guardant Health Technology Platform has developed strengths across five layers, which we believe form a barrier to entry and a competitive advantage. However, we cannot assure you that we will continue to compete effectively on each of those layers.

Intellectual property

Protection of our intellectual property is fundamental to the long-term success of our business. We seek to ensure that investments made into the development of our technology are protected by relying on a combination of patents, trademarks, copyrights, trade secrets, including know-how, license agreements, confidentiality agreements and procedures, non-disclosure agreements with third parties, employee disclosure and invention assignment agreements andothercontractual rights.

Our patent strategy is focused on seeking coverage for our core technology, our Digital Sequencing platform, and specific follow-on applications and implementations for detecting and monitoring cancer or other diseases by determining genetic variations in patient samples. In addition, we file for patent protection on our on-going research and development particularly into early stage cancer detection, including on pattern recognition based, for example, on analyzing our extensive patient blood sample database.

As of June 30, 2018, our patent portfolio included company-owned and in-licensed patents and patent applications, including 17 issued U.S. patents and 41 pending U.S. applications, 11 pending Patent Cooperation Treaty (international) patent applications, and 39 corresponding patents and more than 50 pending patent applications in foreign countries. These patents and applications generally fall into three broad categories:

• applications and patents relating to our Digital Sequencing platform, including claims directed to methods for sequencing cell-free DNA, identifying CNVs, SNVs, indels and fusions in cell-free DNA and techniques for enriching nucleic acid samples;

• applications and patents relating to detecting and monitoring cancer and other diseases by determining genetic variations in biological samples; and

• applications and patents relating to early-stage cancer detection.

Issued U.S. patents in our portfolio of company-owned and in-licensed patents and patent applications that relate to various aspects of our current products are expected to expire between 2026 and 2037.

Our proprietary technology is also bolstered by our acquisition of patents and procurement of licenses to technologies developed by third parties. While we developed our Digital Sequencing platform internally, we believe the technologies underlying our licenses from third parties, which relate to improvements to technologies that use next-generation sequencing, are potentially valuable and of possible strategic importance to us or our competitors. Under certain of these agreements, we are obligated to pay royalties ranging from an aggregate of 2.5% to 3.0% of future sales in which the patents are used in the product or service sold and subject to minimum annual royalties or fees in certain agreements.

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License Agreement

In January of 2017, we obtained a field exclusive, worldwide, license from KeyGene N.V., or KeyGene, under certain patent rights related to, among other things, next generation sequencing technologies, to perform activities covered by the issued claims of the licensed patents. Our license from KeyGene is sublicensable only with the written approval of KeyGene.

We paid KeyGene a signing fee and issued KeyGene 141,774 shares of our Series D Preferred Stock in connection with the execution of the license agreement. In October 2017, we paid KeyGene a success fee upon the achievement of a specified milestone. Additionally, we are obligated to pay to KeyGene a low-single digit percentage running royalty on net sales of licensed activities, provided, each year we are subject to a minimum annual royalty. Our minimum annual royalty for the year 2018 is €1,000,000. Such minimum annual royalty increases each year, subject to a cap of €1,750,000. The license agreement specifies that if we challenge the validity or enforceability of a licensed patent and elect not to terminate the license agreement, we will become obligated to pay an increased royalty rate to KeyGene, and our minimum annual royalty will also increase. Additionally, we are obligated to pay KeyGene a percentage of all sublicensing revenue, which percentage is in the mid-twenties.

The term of the license agreement continues until the expiration of the last to expire licensed patent. KeyGene may terminate the license agreement if we challenge the validity or enforceability of a licensed patent. KeyGene may terminate the license agreement for our bankruptcy or insolvency-related events. We may terminate the license agreement for convenience, subject to a termination fee. Either we or KeyGene may terminate the license agreement for the other party’s uncured material breach.

We also rely on trade secrets, including know-how, unpatented technology and other proprietary information, to strengthen our competitive position. We have determined that certain technologies, such as aspects of our sample preparation methods and some bioinformatic analysis techniques, are better kept as trade secrets. To mitigate the chance of trade secret misappropriation, it is our policy toenter into nondisclosure and confidentiality agreements with parties who have access to trade secrets, such as our employees, collaborators, outside scientific collaborators, consultants, advisors and other third parties. We also enter into invention or patent assignment agreements with our employees and consultants that obligate them to assign to us any inventions they have developed while working for us.

Our customers and partners recognize us as being a leader in the liquid biopsy field. Thus, just as patent and trade secret protection is essential to protecting our technology, we believe that it is equally as important for us to protect our brand and identity. We have filed for trademark protection in our name, logo and initial products in the United States, including Guardant Health, Guardant360 and GuardantOMNI.

We intend to pursue additional intellectual property protection to the extent we believe it would advance our business objectives. Despite our efforts to protect our intellectual property rights, they may not be respected in the future or may be invalidated, circumvented or challenged. In addition, the laws of various foreign countries where our products are distributed may not protect our intellectual property rights to the same extent as laws in the United States.

Government regulations

Federal and state laboratory licensing requirements

Under CLIA, a laboratory is any facility that performs laboratory testing on specimens derived from humans for the purpose of providing information for the diagnosis, prevention or treatment of disease, or the impairment of or assessment of health. CLIA requires that a laboratory hold a certificate applicable to the type of laboratory examinations it performs and that it complies with, among other things, standards covering operations, personnel, facilities administration, quality systems and proficiency testing, which are intended to ensure, among other things, that clinical laboratory testing services are accurate, reliable and timely.

To renew our CLIA certificate, we are subject to survey and inspection every two years to assess compliance with program standards. Because we are a CAP accredited laboratory, CMS does not perform this survey and inspection and relies on our CAP survey and inspection. We also may be subject to additional unannounced inspections.

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Laboratories performing high complexity testing are required to meet more stringent requirements than laboratories performing less complex tests. In addition, a laboratory that is certified as “high complexity” under CLIA may develop, manufacture, validate and use proprietary tests referred to as laboratory developed tests CLIA requires analytical validation including accuracy, precision, specificity, sensitivity and establishment of a reference range for any LDT used in clinical testing. The regulatory and compliance standards applicable to the testing we perform may change over time and any such changes could have a material effect on our business.

CLIA provides that a state may adopt laboratory regulations that are more stringent than those under federal law, and a number of states have implemented their own more stringent laboratory regulatory requirements. State laws may require that nonresident laboratories, or out-of-state laboratories, maintain an in-state laboratory license to perform tests on samples from patients who reside in that state. As a condition of state licensure, these state laws may require that laboratory personnel meet certain qualifications, specify certain quality control procedures or facility requirements or prescribe record maintenance requirements. Because our laboratory is located in the state of California, we are required to and do maintain a California state laboratory license. We also maintain licenses to conduct testing in other states where nonresident laboratories are required to obtain state laboratory licenses. We maintain a current license with NYSDOH for our laboratory. Other states in which we operate, including California, Florida, Maryland, Pennsylvania and Rhode Island, require licensing of out-of-state laboratories under certain circumstances. Other states may currently have or adopt similar licensure requirements in the future, which may require us to modify, delay or stop its operations in those states.

Failure to comply with CLIA certification and state clinical laboratory licensure requirements may result in a range of enforcement actions, including certificate or license suspension, limitation, or revocation, directed plan of action, onsite monitoring, civil monetary penalties, criminal sanctions, and revocation of the laboratory’s approval to receive Medicare and Medicaid payment for its services, as well as significant adverse publicity.

CLIA and state laws and regulations, operating together, sometimes limit the ability of laboratories to offer consumer-initiated testing (also known as “direct access testing”). CLIA certified laboratories are permitted to perform testing only upon the order of an “authorized person,” defined as an individual authorized under state law to order tests or receive test results, or both. Many states do not permit persons other than licensed healthcare providers to order tests. Thus, in such states, we are not able to offer direct access testing.

Regulatory framework for medical devices in the United States

Pursuant to its authority under the Federal Food, Drug and Cosmetic Act, or the FDCA, the FDA has jurisdiction over medical devices, which are defined to include, among other things, in vitro diagnostic devices, or IVDs. The FDA regulates, among other things, the research, design, development, pre-clinical and clinical testing, manufacturing, safety, effectiveness, packaging, labeling, storage, recordkeeping, pre-market clearance or approval, adverse event reporting, marketing, promotion, sales, distribution and import and export of medical devices. Unless an exemption applies, each new or significantly modified medical device we seek to commercially distribute in the United States will require either a premarket notification to the FDA requesting permission for commercial distribution under Section 510(k) of the FDCA, also referred to as a 510(k) clearance, or approval from the FDA of a PMA. Both the 510(k) clearance and PMA processes can be resource intensive, expensive, and lengthy, and require payment of significant user fees.

Device classification

Under the FDCA, medical devices are classified into one of three classes-Class I, Class II or Class III-depending on the degree of risk associated with each medical device and the extent of control needed to provide reasonable assurances with respect to safety and effectiveness.

Class I includes devices with the lowest risk to the patient and are those for which safety and effectiveness can be reasonably assured by adherence to a set of FDA regulations, referred to as the General Controls for Medical Devices, which require compliance with the applicable portions of the FDA’s quality system regulation, or QSR, facility registration and product listing, reporting of adverse events and malfunctions, and appropriate, truthful and non-misleading labeling and promotional materials. Some Class I devices also require premarket clearance by the

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FDA through the 510(k) premarket notification process described below. Most Class I products are exempt from the premarket notification requirements.

Class II devices are those that are subject to the General Controls, and special controls as deemed necessary by the FDA to ensure the safety and effectiveness of the device. These special controls can include performance standards, patient registries, FDA guidance documents and post-market surveillance. Most Class II devices are subject to premarket review and clearance by the FDA. Premarket review and clearance by the FDA for Class II devices is accomplished through the 510(k) premarket notification process.

Class III devices include devices deemed by the FDA to pose the greatest risk such as life-supporting or life-sustaining devices, or implantable devices, in addition to those deemed novel and not substantially equivalent following the 510(k) process. The safety and effectiveness of Class III devices cannot be reasonably assured solely by the General Controls and Special Controls described above. Therefore, these devices are subject to the PMA application process, which is generally more costly and time-consuming than the 510(k) process. Through the PMA application process, the applicant must submit data and information demonstrating reasonable assurance of the safety and effectiveness of the device for its intended use to the FDA’s satisfaction. Accordingly, a PMA typically includes, but is not limited to, extensive technical information regarding device design and development, pre-clinical and clinical trial data, manufacturing information, labeling and financial disclosure information for the clinical investigators in device studies. The PMA application must provide valid scientific evidence that demonstrates to the FDA’s satisfaction a reasonable assurance of the safety and effectiveness of the device for its intended use.

The investigational device process

In the United States, absent certain limited exceptions, human clinical trials intended to support medical device clearance or approval require an IDE application. Some types of studies deemed to present “non-significant risk” are deemed to have an approved IDE once certain requirements are addressed and IRB approval is obtained. If the device presents a “significant risk” to human health, as defined by the FDA, the sponsor must submit an IDE application to the FDA and obtain IDE approval prior to commencing the human clinical trials. The IDE application must be supported by appropriate data, such as animal and laboratory testing results, showing that it is safe to test the device in humans and that the testing protocol is scientifically sound. Generally, clinical trials for a significant risk device may begin once the IDE application is approved by the FDA and the study protocol and informed consent are approved by appropriate IRBs at the clinical trial sites. There can be no assurance that submission of an IDE will result in the ability to commence clinical trials, and although the FDA’s approval of an IDE allows clinical testing to go forward for a specified number of subjects, it does not bind the FDA to accept the results of the trial as sufficient to prove the product’s safety and efficacy, even if the trial meets its intended success criteria.

All clinical trials must be conducted in accordance with the FDA’s IDE regulations that govern investigational device labeling, prohibit promotion and specify an array of recordkeeping, reporting and monitoring responsibilities of study sponsors and study investigators. Clinical trials must further comply with the FDA’s good clinical practice regulations for IRB approval and for informed consent and other human subject protections. Required records and reports are subject to inspection by the FDA. The results of clinical testing may be unfavorable, or, even if the intended safety and efficacy success criteria are achieved, may not be considered sufficient for the FDA to grant marketing approval or clearance of a product. The commencement or completion of any clinical trial may be delayed or halted, or be inadequate to support approval of a PMA application, for numerous reasons, including, but not limited to, the following:

• the FDA or other regulatory authorities do not approve a clinical trial protocol or a clinical trial, or place a clinical trial on hold;

• patients do not enroll in clinical trials at the rate expected;

• patients do not comply with trial protocols;

• patient follow-up is not at the rate expected;

• patients experience adverse events;

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• patients die during a clinical trial, even though their death may not be related to the products that are part of the trial;

• device malfunctions occur with unexpected frequency or potential adverse consequences;

• side effects or device malfunctions of similar products already in the market that change the FDA’s view toward approval of new or similar PMAs or result in the imposition of new requirements or testing;

• institutional review boards and third-party clinical investigators may delay or reject the trial protocol;

• third-party clinical investigators decline to participate in a trial or do not perform a trial on the anticipated schedule or consistent with the clinical trial protocol, investigator agreement, investigational plan, good clinical practices, the IDE regulations or other FDA or IRB requirements;

• third-party investigators are disqualified by the FDA;

• we or third-party organizations do not perform data collection, monitoring and analysis in a timely or accurate manner or consistent with the clinical trial protocol or investigational or statistical plans, or otherwise fail to comply with the IDE regulations governing responsibilities, records and reports of sponsors of clinical investigations;

• third-party clinical investigators have significant financial interests related to us or our study such that the FDA deems the study results unreliable, or the company or investigators fail to disclose such interests;

• regulatory inspections of our clinical trials or manufacturing facilities, which may, among other things, require us to undertake corrective action or suspend or terminate our clinical trials;

• changes in government regulations or administrative actions;

• the interim or final results of the clinical trial are inconclusive or unfavorable as to safety or efficacy; or

• the FDA concludes that our trial designs are unreliable or inadequate to demonstrate safety and efficacy.

The 510(k) clearance process

Under the 510(k) clearance process, the manufacturer must submit to the FDA a premarket notification, demonstrating that the device is “substantially equivalent” to a legally marketed predicate device. A predicate device is a legally marketed device that is not subject to a PMA, i.e., a device that was legally marketed prior to May 28, 1976 (pre-amendments device) and for which a PMA is not required, a device that has been reclassified from Class III to Class II or I, or a device that was previously found substantially equivalent through the 510(k) process. To be “substantially equivalent,” the proposed device must have the same intended use as the predicate device, and either have the same technological characteristics as the predicate device or have different technological characteristics and not raise different questions of safety or effectiveness than the predicate device. Clinical data is sometimes required to support substantial equivalence.

After a 510(k) premarket notification is submitted, the FDA determines whether to accept it for substantive review. If it lacks necessary information for substantive review, the FDA will refuse to accept the 510(k) notification. If it is accepted for filing, the FDA begins a substantive review. By statute, the FDA is required to complete its review of a 510(k) notification within 90 days of receiving the 510(k) notification. As a practical matter, clearance often takes longer, and clearance is never assured. Although many 510(k) premarket notifications are cleared without clinical data, the FDA may require further information, including clinical data, to make a determination regarding substantial equivalence, which may significantly prolong the review process. If the FDA agrees that the device is substantially equivalent, it will grant clearance to commercially market the device.

If the FDA determines that the device is not “substantially equivalent” to a predicate device, or if the device is automatically classified into Class III, the device sponsor must then fulfill the much more rigorous premarketing requirements of the PMA approval process, or seek reclassification of the device through the de novo process. The de novo classification process is an alternate pathway to classify medical devices that are automatically classified into Class III but which are low to moderate risk. A manufacturer can submit a petition for direct de novo review if

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the manufacturer is unable to identify an appropriate predicate device and the new device or new use of the device presents a moderate or low risk. De novo classification may also be available after receipt of a “not substantially equivalent” letter following submission of a 510(k) to FDA.

After a device receives 510(k) clearance, any modification that could significantly affect its safety or effectiveness, or that would constitute a new or major change in its intended use, will require a new 510(k) clearance or, depending on the modification, could require a PMA application. The FDA requires each manufacturer to determine whether the proposed change requires a new submission in the first instance, but the FDA can review any such decision and disagree with a manufacturer’s determination. Many minor modifications are accomplished by a letter-to-file in which the manufacture documents the change in an internal letter-to-file. The letter-to-file is in lieu of submitting a new 510(k) to obtain clearance for such change. The FDA can always review these letters to file in an inspection. If the FDA disagrees with a manufacturer’s determination regarding whether a new premarket submission is required for the modification of an existing 510(k)-cleared device, the FDA can require the manufacturer to cease marketing and/or recall the modified device until 510(k) clearance or approval of a PMA application is obtained. In addition, in these circumstances, the FDA can impose significant regulatory fines or penalties for failure to submit the requisite application(s).

The PMA approval process

Following receipt of a PMA application, the FDA conducts an administrative review to determine whether the application is sufficiently complete to permit a substantive review. If it is not, the agency will refuse to file the PMA. If it is, the FDA will accept the application for filing and begin the review. The FDA has 180 days to review a filed PMA application, although the review of an application more often occurs over a significantly longer period of time. During this review period, the FDA may request additional information or clarification of information already provided, and the FDA may issue a major deficiency letter to the applicant, requesting the applicant’s response to deficiencies communicated by the FDA.

Before approving or denying a PMA, an FDA advisory committee may review the PMA at a public meeting and provide the FDA with the committee’s recommendation on whether the FDA should approve the submission, approve it with specific conditions, or not approve it. The FDA is not bound by the recommendations of an advisory committee, but it considers such recommendations carefully when making decisions.

Prior to approval of a PMA, the FDA may conduct inspections of the clinical trial data and clinical trial sites, as well as inspections of the manufacturing facility and processes. Overall, the FDA review of a PMA application generally takes between one and three years, but may take significantly longer. The FDA can delay, limit or deny approval of a PMA application for many reasons, including:

• the device may not be shown safe or effective to the FDA’s satisfaction;

• the data from pre-clinical studies and/or clinical trials may be found unreliable or insufficient to support approval;

• the manufacturing process or facilities may not meet applicable requirements; and

• changes in FDA approval policies or adoption of new regulations may require additional data.

If the FDA evaluation of a PMA is favorable, the FDA will issue either an approval letter, or an approvable letter, the latter of which usually contains a number of conditions that must be met in order to secure final approval of the PMA. When and if those conditions have been fulfilled to the satisfaction of the FDA, the agency will issue a PMA approval letter authorizing commercial marketing of the device, subject to the conditions of approval and the limitations established in the approval letter. If the FDA’s evaluation of a PMA application or manufacturing facilities is not favorable, the FDA will deny approval of the PMA or issue a not approvable letter. The FDA also may determine that additional tests or clinical trials are necessary, in which case the PMA approval may be delayed for several months or years while the trials are conducted and data is submitted in an amendment to the PMA, or the PMA is withdrawn and resubmitted when the data are available. The PMA process can be expensive, uncertain and lengthy and a number of devices for which the FDA approval has been sought by other companies have never been approved by the FDA for marketing.

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New PMA applications or PMA supplements are required for modification to the manufacturing process, equipment or facility, quality control procedures, sterilization, packaging, expiration date, labeling, device specifications, ingredients, materials or design of a device that has been approved through the PMA process. PMA supplements often require submission of the same type of information as an initial PMA application, except that the supplement is limited to information needed to support any changes from the device covered by the approved PMA application and may or may not require as extensive technical or clinical data or the convening of an advisory panel, depending on the nature of the proposed change.

In approving a PMA application, as a condition of approval, the FDA may also require some form of post-approval study or post-market surveillance, whereby the applicant conducts a follow-up study or follows certain patient groups for a number of years and makes periodic reports to the FDA on the clinical status of those patients when necessary to protect the public health or to provide additional or longer term safety and effectiveness data for the device. The FDA may also approve a PMA application with other post-approval conditions intended to ensure the safety and effectiveness of the device, such as, among other things, restrictions on labeling, promotion, sale, distribution and use. New PMA applications or PMA supplements may also be required for modifications to any approved diagnostic tests, including modifications to our manufacturing processes, device labeling and device design, based on the findings of post-approval studies.

FDA regulation of laboratory developed tests

Although the FDA regulates medical devices, including IVDs, the FDA has historically exercised its enforcement discretion and not enforced applicable provisions of the FDCA and FDA regulations with respect to LDTs, which are a subset of IVDs that are intended for clinical use and developed, validated and offered within a single laboratory for use only in that laboratory. We currently market our Guardant360 test as an LDT. As a result, we believe our diagnostic services are not currently subject to the FDA’s enforcement of its medical device regulations and the applicable FDCA provisions.

Legislative and administrative proposals addressing oversight of LDTs were introduced in recent years and we expect that new legislative and administrative proposals will be introduced from time to time. It is possible that legislation could be enacted into law or regulations or guidance could be issued by the FDA which may result in new or increased regulatory requirements for us to continue to offer our LDTs or to develop and introduce new tests as LDTs. For example, in 2014 the FDA issued two draft guidance documents proposing a risk-based framework with respect to applying the FDA’s oversight over LDTs. The Framework Guidance stated that the FDA intended to modify its policy of enforcement discretion with respect to LDTs in a risk-based manner consistent with the existing classification of medical devices. Thus, the FDA planned to begin to enforce its medical device requirements, including premarket submission requirements, on LDTs that have historically been marketed without FDA premarket review and oversight. In November 2016, the FDA announced its intention not to finalize the 2014 draft guidance to allow for further public discussion on an appropriate oversight approach to LDTs and to give congressional authorizing committees the opportunity to develop a legislative solution. In January 2017, the FDA issued a discussion paper on possible approaches to the regulation of LDTs.

Research use only devices

Our GuardantOMNI product is currently marketed as a research use only, or RUO, device. A RUO device is one that is not intended for use in a clinical investigation or for clinical diagnostic use outside an investigation and must be labeled “For Research Use Only. Not for use in diagnostic procedures.” Products that are intended for RUO and are properly labeled as RUO are exempt from compliance with the FDA requirements discussed above, including the approval or clearance and QSR requirements. A product labeled RUO but intended to be used diagnostically may be viewed by the FDA as adulterated and misbranded under the FDCA and is subject to FDA enforcement activities. The FDA may consider the totality of the circumstances surrounding distribution and use of an RUO product, including how the product is marketed, when determining its intended use.

EAP (Expedited Access Program)/Breakthrough Devices Program

The EAP program is a voluntary program for certain medical devices that demonstrate the potential to address unmet medical needs for life threatening or irreversibly debilitating diseases or conditions that are subject to

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premarket submissions. Under the EAP, the FDA works with device sponsors to try to reduce the time and cost from development to marketing decision without changing the FDA’s PMA approval standard of reasonable assurance of safety and effectiveness or any other standards of valid scientific evidence. Components of the program include priority review, more interactive review, senior management involvement, and assignment of a case manager. On January 29, 2018, we received EAP designation for Guardant360, for which we plan to submit our PMA application to the FDA.

Pursuant to the 21st Century Cures Act, the Breakthrough Devices provisions were added to the FDCA. The Breakthrough Devices Program is a voluntary program intended to expedite the review, development, assessment and review of certain medical devices that provide for more effective treatment or diagnosis of life-threatening or irreversibly debilitating human diseases or conditions for which no approved or cleared treatment exists or that offer significant advantages over existing approved or cleared alternatives. The Breakthrough Devices Program supersedes the EAP, and also supersedes the existing priority review program for medical device submissions. The FDA has indicated that all participants previously granted EAP designation will have designation as breakthrough devices, and that no separate action will necessary for sponsors of EAP-designated devices to receive breakthrough device designation for such devices.

Pervasive and continuing FDA regulation

After a device enters commercial distribution, numerous regulatory requirements continue to apply. These include:

• the FDA’s QSR, which requires manufacturers, including third-party manufacturers, to follow stringent design, testing, production, control, supplier/contractor selection, complaint handling, documentation and other quality assurance procedures during all aspects of the manufacturing process;

• labeling regulations, unique device identification requirements and FDA prohibitions against the promotion of products for uncleared, unapproved or off-label uses;

• advertising and promotion requirements;

• restrictions on sale, distribution or use of a device;

• PMA annual reporting requirements;

• PMA approval of product modifications, or the potential for new 510(k) clearances for certain modifications to 510(k)-cleared devices;

• medical device reporting regulations, which require that manufacturers report to the FDA if their device may have caused or contributed to a death or serious injury or malfunctioned in a way that would likely cause or contribute to a death or serious injury if the malfunction were to recur;

• medical device correction and removal reporting regulations, which require that manufacturers report to the FDA field corrections and product recalls or removals if undertaken to reduce a risk to health posed by the device or to remedy a violation of the FDCA that may present a risk to health;

• recall requirements, including a mandatory recall if there is a reasonable probability that the device would cause serious adverse health consequences or death;

• an order of repair, replacement or refund;

• device tracking requirements; and

• post-market surveillance regulations, which apply when necessary to protect the public health or to provide additional safety and effectiveness data for the device.

The FDA has broad post-market and regulatory enforcement powers. Medical device manufacturers are subject to unannounced inspections by the FDA and other state, local and foreign regulatory authorities to assess compliance with the QSR and other applicable regulations, and these inspections may include the manufacturing facilities of any suppliers. Failure to comply with applicable regulatory requirements can result in enforcement action by the FDA,

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which may include sanctions such as: warning letters, fines, injunctions, consent decrees and civil penalties; unanticipated expenditures, repair, replacement, refunds, recall or seizure of our products; operating restrictions, partial suspension or total shutdown of production; the FDA’s refusal of our requests for 510(k) clearance or premarket approval of new products, new intended uses or modifications to existing products; the FDA’s refusal to issue certificates to foreign governments needed to export products for sale in other countries; and withdrawing 510(k) clearance or premarket approvals that have already been granted and criminal prosecution.

Federal and state fraud and abuse laws

We are subject to federal fraud and abuse laws such as the federal Anti-Kickback Statute, or AKS, the federal prohibition against physician self-referral, or Stark Law, and the federal false claims law, or the False Claims Act, or FCA. We are also subject to similar state and foreign fraud and abuse laws.

The AKS prohibits knowingly and willfully offering, paying, soliciting, or receiving remuneration, directly or indirectly, overtly or covertly, in cash or in kind, in return for or to induce such person to refer an individual, or to purchase, lease, order, arrange for, or recommend purchasing, leasing or ordering, any good, facility, item or service that is reimbursable, in whole or in part, under a federal healthcare program.

The Stark Law and similar state laws, including California’s Physician Ownership and Referral Act, generally prohibit, among other things, clinical laboratories and other entities from billing a patient or any governmental or commercial payer for any diagnostic services when the physician ordering the service, or any member of such physician’s immediate family, has a direct or indirect investment interest in or compensation arrangement with us, unless the arrangement meets an exception to the prohibition.

Other federal fraud and abuse laws to which we are subject include but are not limited to the federal civil and criminal false claims laws including the FCA, which imposes liability on any person or entity that, among other things, knowingly presents, or causes to be presented, a false or fraudulent claim for payment to the federal government, and the federal Civil Monetary Penalties Law, which prohibits, among other things, the offering or transfer of remuneration to a Medicare or state healthcare program beneficiary if the person knows or should know it is likely to influence the beneficiary’s selection of a particular provider, practitioner, or supplier of services reimbursable by Medicare or a state healthcare program, unless an exception applies. Under the FCA, private citizens can bring claims on behalf of the government through qui tam actions. We must also operate within the bounds of the fraud and abuse laws of the states in which we do business which may apply to items or services reimbursed by non-governmental third-party payers, including private insurers.

Efforts to ensure that our business arrangements with third parties will comply with applicable healthcare laws and regulations will involve substantial costs. If our operations are found to be in violation of any of these laws or any other governmental regulations that may apply to us, we may be subject to significant civil, criminal and administrative penalties, damages, fines, imprisonment, exclusion from government-funded healthcare programs, such as Medicare and Medicaid, disgorgement, contractual damages, reputational harm, diminished profits and future earnings, additional reporting or oversight obligations if we become subject to a corporate integrity agreement or other agreement to resolve allegations of non-compliance with the law and the curtailment or restructuring of our operations, any of which could adversely affect our ability to operate our business and our results of operations. If any of the physicians or other healthcare providers or entities with whom we do business is found to be not in compliance with applicable laws, they may be subject to criminal, civil or administrative sanctions, including exclusions from government-funded healthcare programs.

HIPAA and HITECH

Under the administrative simplification provisions of the Health Insurance Portability and Accountability Act of 1996, or HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act, or HITECH, the U.S. Department of Health and Human Services, or HHS, issued regulations that establish uniform standards governing the conduct of certain electronic healthcare transactions and requirements for protecting the privacy and security of protected health information, or PHI, used or disclosed by covered entities. Covered entities and business associates are subject to HIPAA and HITECH. Because we are a health care provider that electronically transmits health care information to payers, we are a HIPAA “covered entity.” Our subcontractors that create,

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receive, maintain or transmit or otherwise process PHI on behalf of us are HIPAA “business associates” and must also comply with HIPAA as a business associate.

HIPAA and HITECH include the privacy and security rules, breach notification requirements and electronic transaction standards.

The privacy rule covers the use and disclosure of PHI by covered entities and business associates. The privacy rule generally prohibits the use or disclosure of PHI except as permitted under the rule. The rule also sets forth individual patient rights, such as the right to access or amend certain records containing his or her PHI, or to request restrictions on the use or disclosure of his or her PHI.

The security rule requires covered entities and business associates to safeguard the confidentiality, integrity, and availability of electronically transmitted or stored PHI by implementing administrative, physical and technical safeguards. Under HITECH’s breach notification rule, a covered entity must notify individuals, the Secretary of the HHS, and in some circumstances, the media of breaches of unsecured PHI.

In addition, we may be subject to state health information privacy and data breach notification laws, which may govern the collection, use, disclosure and protection of health-related and other personal information. California, for example, has enacted the Confidentiality of Medical Information Act, which sets forth standards in addition to HIPAA and HITECH with which all California health care providers like us must abide. State laws may be more stringent, broader in scope or offer greater individual rights with respect to PHI than HIPAA, and state laws may differ from each other, which may complicate compliance efforts.

Entities that are found to be in violation of HIPAA as the result of a breach of unsecured PHI, a complaint about our privacy practices or an audit by HHS, may be subject to significant civil and criminal fines and penalties and/or additional reporting and oversight obligations if such entities are required to enter into a resolution agreement and corrective action plan with HHS to settle allegations of HIPAA non-compliance.

U.S. healthcare reform

In the United States, there have been a number of legislative and regulatory changes at the federal and state levels which seek to reduce healthcare costs and improve the quality of healthcare. For example, in March 2010, the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Affordability Reconciliation Act, or the ACA, became law. This law substantially changed the way health care is financed by both commercial payers and government payers, and significantly impacted our industry. Since 2016 there have been efforts to repeal all or part of the ACA, and the current Presidential Administration and U.S. Congress have taken action to roll certain provisions of the ACA. For example, the Tax Cuts and Jobs Act, among other things, removes penalties for not complying with the ACA’s individual mandate to carry health insurance. The current Presidential Administration and the U.S. Congress may take further action regarding the ACA, including, but not limited to, repeal or replacement. Additionally, all or a portion of the ACA and related subsequent legislation may be modified, repealed or otherwise invalidated through judicial challenge, which could result in lower numbers of insured individuals, reduced coverage for insured individuals and adversely affect our business.

The ACA contained a number of provisions expected to impact our business and operations, some of which in ways we cannot currently predict, including those governing enrollment in state and federal health care programs, reimbursement changes and fraud and abuse, which will impact existing state and federal health care programs and will result in the development of new programs. For instance, the ACA required each medical device manufacturer to pay a sales tax equal to 2.3% of the price for which such manufacturer sells its medical devices, and began to apply to sales of taxable medical devices after December 31, 2012. Through a series of legislative amendments, the tax was suspended for 2016 through 2019. Absent further legislative action, the device excise tax will be reinstated on medical device sales starting January 1, 2020.

The taxes imposed by the ACA and the expansion in the government’s role in the U.S. healthcare industry may result in decreased profits to us and lower reimbursement by payers for our tests, any of which may have a material adverse impact on our business, financial condition, results of operations or cash flows.

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In addition, other legislative changes have been proposed and adopted since the Affordable Care Act was enacted. On August 2, 2011, the Budget Control Act of 2011 was signed into law, which, among other things, reduced Medicare payments to providers by 2% per fiscal year, effective on April 1, 2013 and, due to subsequent legislative amendments to the statute, will remain in effect through 2027 unless additional Congressional action is taken.

We anticipate there will continue to be proposals by legislators at both the federal and state levels, regulators and commercial payers to reduce costs while expanding individual healthcare benefits. Certain of these changes could impose additional limitations on the prices we will be able to charge for our tests, the coverage of or the amounts of reimbursement available for our tests from payers, including commercial payers and government payers.

Employees

As of June 30, 2018, we had 348 full-time employees, with 313 in technology, research and development, business development and laboratory and commercial operations, and 35 in general and administrative functions. Of these full-time employees, 73 work remotely and the remainder work in our headquarters in Redwood City, California. None of our employees is represented by a labor union with respect to his or her employment with us. We consider our relationship with our employees to be good.

Research and development

We have invested $10.9 million and $25.6 million in research and development for the years ended December 31, 2016 and 2017, respectively, and $10.2 million and $19.8 million for the six months ended June 30, 2017 and 2018, respectively.

Facilities

In May 2015, we began a lease of our current headquarters in Redwood City. The current lease now includes approximately 114,000 square feet of space and continues through December 31, 2025. Our CLIA-certified laboratory is located in these facilities. We believe that such facilities meet our current and future anticipated needs.

Legal proceedings

In November 2017, we filed separate lawsuits against Personal Genome Diagnostics, Inc. and Foundation Medicine, Inc. in the United States District Court for the District of Delaware, alleging that each has infringed a patent relating to our Digital Sequencing technology. We subsequently amended our original complaints in each case to assert infringement of three additional patents relating to our Digital Sequencing technology. In each lawsuit, we are seeking compensatory damages, injunctive relief and attorneys’ fees. Personal Genome Diagnostics and Foundation Medicine have asserted counterclaims of patent invalidity and non-infringement. In March 2018, Personal Genome Diagnostics, Inc. filed two petitions for post-grant review with the PTAB, challenging the patentability of two of the asserted patents. Prior to reaching a decision on the merits, the post-grant review petitions were dismissed with prejudice in July 2018.

We may be subject to other legal proceedings and claims in the ordinary course of business. We have received, and may from time to time, received letters from third parties alleging patent infringement, violation of employment practices and trademark infringement. To date, there is no other existing material litigation to note, however, we may participate in future litigation to defend ourselves. We cannot predict the results of any such disputes, and despite the potential outcomes, the existence thereof may have an adverse material impact on us because of diversion of management time and attention as well as the financial costs related to resolving such disputes.

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Management

Executive officers and directors and director nominees

The following table sets forth information regarding our executive officers and directors and director nominees, as of August 1, 2018:

Name	Age	Position(s)
Executive Officers
Helmy Eltoukhy, PhD	39	Chief Executive Officer and Director
AmirAli Talasaz, PhD	39	President, Chief Operating Officer and Chairman of the Board
Derek Bertocci	64	Chief Financial Officer
Richard Lanman, MD	63	Chief Medical Officer
Michael Wiley	43	Chief Legal Officer
Leena Das-Young, PharmD	57	Chief LUNAR Officer and General Manager
Non-Employee Directors and Director Nominee
Ian Clark(1)(2)	58	Director
Aaref Hilaly(2)	47	Director
Samir Kaul(1)(3)	44	Director
Stanley Meresman(1)(3)	71	Director
Dipchand Nishar(2)	49	Director Nominee

(1) Member of the audit committee.

(2) Member of the compensation committee.

(3) Member of the nominating and corporate governance committee.

Executive officers

Helmy Eltoukhy, Ph.D. is our co-founder and has served as our Chief Executive Officer since January 2013. Prior to founding our company, Dr. Eltoukhy held various positions at Illumina, Inc., or Illumina, from August 2008 to December 2012, including Senior Director of Advanced Technology Research, where he developed novel chemistries, hardware and informatics for genetic analysis systems. In June 2007, he co-founded Avantome Inc. to commercialize semiconductor sequencing to help speed up the democratization of high throughput DNA sequencing and served as Chief Executive Officer until its acquisition by Illumina in August 2008. He joined the Stanford Genome Technology Center, or SGTC, as a post-doctoral fellow in 2006 to work on low-cost DNA sequencing technologies. During his doctoral studies and at the SGTC, he developed the first semiconductor sequencing platform and first base-calling algorithm for next-generation sequencing under several National Human Genome Research Institute grants. He received his Ph.D., M.S. and B.S. degrees in electrical engineering from Stanford University. We believe that Dr. Eltoukhy is qualified to serve as a member of our board of directors due to his extensive knowledge of our company as co-founder and Chief Executive Officer and his experience in the life sciences and biotechnology industries.

AmirAli Talasaz, Ph.D. is our co-founder and chairman of our board of directors and has served as our President and Chief Operating Officer since January 2013. Prior to founding our company, Dr. Talasaz held various positions at Illumina, including Senior Director of Diagnostics Research from October 2011 to June 2012, where he led the efforts for emerging clinical applications of next-generation genomic analysis. During that time, he developed different genomic technologies suitable for clinical applications. In March 2008, he founded Auriphex Biosciences, Inc., which focused on purification and genetic analysis of circulating tumor cells for cancer management. The technology was acquired by lllumina in 2009. During his academic years, he led the Technology Development group

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at SGTC. He received his Ph.D. degree in electrical engineering, M.S. degree in electrical engineering and M.S. degree in management science and engineering from Stanford University. We believe that Dr. Talasaz is qualified to serve as chairman of our board of directors due to his extensive knowledge of our company as co-founder and President and Chief Operating Officer and his knowledge of the life sciences and biotechnology industries.

Derek Bertoccihas served as our Chief Financial Officer since July 2016. Prior to joining us, Mr. Bertocci served as Senior Vice President and Chief Financial Officer of Achaogen Inc. from February 2014 to December 2015. Prior to that, Mr. Bertocci was Senior Vice President and Chief Financial Officer of Accuray Incorporated, a publicly traded radiation oncology company, from January 2009 to September 2013. From October 2006 through December 2008, Mr. Bertocci served as the Chief Financial Officer of BioForm Medical, Inc., a publicly traded medical aesthetics company. From June 2005 to July 2006, he was Chief Financial Officer of Laserscope, a publicly traded provider of lasers and fiber optic devices for urology and aesthetic surgery. Prior to that, Mr. Bertocci spent a number of years in various roles at VISX Incorporated, a publicly traded provider of systems for laser vision correction surgery, including as Chief Financial Officer from March 2004 to May 2005 and Vice President and Controller from 1998 to March 2004. Mr. Bertocci holds a B.A. degree from Stanford University and an M.B.A. degree from the University of Southern California. Mr. Bertocci is also a Certified Public Accountant (inactive).

Richard Lanman, M.D.has served as our Chief Medical Officer since September 2014. Prior to joining us, Dr. Lanman served as Chief Medical Officer of Veracyte, Inc. from July 2008 to September 2014, where he managed collaborations with academic and community-based physician thought leaders and led studies and publications resulting in broad managed care coverage for the Afirma thyroid cancer test. Prior to that, he served as Chief Medical Officer of diaDexus, Inc. from April 2005 to July 2008 and of Atherotech, Inc. from November 2000 to March 2005. Prior to Atherotech, Inc., Dr. Lanman was the Medical Director and Senior Vice President of San Jose Medical Group from October 1993 to April 1995 and the Chief of Quality at Kaiser Permanente from July 1985 to September 1993. Dr. Lanman received his M.D. degree from Northwestern University and a B.S. degree in chemistry from Stanford University.

Michael Wiley has served as our Chief Legal Officer since July 2016. He previously served as our President from July 2012 to January 2013 and as our Chief Financial Officer from January 2013 to July 2016. Prior to joining our company, Mr. Wiley served as Vice President of Finance and Legal of Voyage Medical Inc., a medical device company, from August 2008 to April 2009 and then as Chief Financial Officer from April 2009 to July 2012. Prior to that, he was Vice President of Finance at Microchip Biotechnologies, Inc. from May 2006 to August 2008. Earlier in his career, he was a corporate attorney at Venture Law Group and acted as in-house associate counsel for Novell, Inc., where he focused on intellectual property and employment issues. He also worked for KPMG LLP as a tax accountant. Mr. Wiley received a J.D. degree from the J. Reuben Clark Law School at Brigham Young University and a B.S. degree in accounting from Brigham Young University.

Leena Das-Young, Pharm.D. has served as our Chief LUNAR Officer and General Manager since June 2018. Prior to joining us, she served as Vice President and Head of Late Phase Development for various Pfizer Inc., or Pfizer, oncology departments from November 2013 to June 2018, where she oversaw a portfolio of oncology drugs for solid tumors and hematologic malignancies. She also served as a senior commercial leader from November 2008 to June 2010, and as a U.S. commercial leader from June 2003 to October 2008, where she oversaw the commercial development, marketing and launch of oncology products. Before her work at Pfizer, she served as the Vice President of Marketing at Eximias Pharmaceutical Corporation from November 2001 to May 2003. She received her B.S. degree in pharmacy and Pharm.D. degree from Purdue University.

Non-employee directors and director nominee

Ian Clark has served as a member of our board of directors since December 2016, and following this offering will serve as our lead independent director. Mr. Clark currently serves on the boards of directors of Corvus Pharmaceuticals, Inc., Shire Pharmaceuticals, Inc. and other privately-held companies, including Forty Seven, Inc. He is also a member of Forty Seven, Inc.’s audit committee, and he served on the board of directors and audit committee of Kite Pharma, Inc. from January 2017 to October 2017. He served as Chief Executive Officer of Genentech Inc., or Genentech, from January 2010 to December 2016. Prior to that, he was the Executive Vice President and Chief Marketing Officer of the Roche Group, or Roche, from April 2009 to December 2009. Prior to

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his time at Roche, Mr. Clark held several senior management positions at Genentech from January 2003 to March 2009, including Head of Global Product Strategy, Chief Marketing Officer, Senior Vice President, General Manager of BioOncology and Executive Vice President, Commercial Operations. Before joining Genentech, Mr. Clark spent 23 years in the biopharmaceutical industry in senior roles at Novartis International AG, Ivax Pharmaceuticals, Inc. and Sanofi S.A. in the United Kingdom, France and Eastern Europe. He started his career at G.D. Searle, LLC, a subsidiary of Monsanto Corporation, holding positions in sales and marketing. Mr. Clark received a B.S. degree in Biology from South Hampton University. We believe that Mr. Clark is qualified to serve as a member of our board of directors due to his vast experience in the biopharmaceutical industry, combined with his experience serving on the boards of directors of multiple public and private companies.

Aaref Hilaly has served as a member of our board of directors since April 2015. Mr. Hilaly joined Sequoia Capital, a venture capital firm, in April 2012 and served as a Managing Member of Sequoia Capital Operations, LLC from January 2015 to June 2018. He currently serves on the board of directors of MobileIron, Inc. and a number of privately-held companies, including Clari, Inc. and ThousandEyes, Inc. Prior to joining Sequoia Capital, Mr. Hilaly served as Vice President, Engineering at Symantec Corp. from June 2011 to April 2012. He was the Chief Executive Officer of Clearwell Systems, Inc., or Clearwell, a provider of analytics software for electronic discovery, from April 2005 until Clearwell’s acquisition by Symantec in June 2011. Prior to that, Mr. Hilaly was the founder and Chief Executive Officer of CenterRun, Inc., a pioneer in datacenter automation, which was acquired by Sun Microsystems, Inc. Mr. Hilaly holds an M.B.A. degree from Harvard Business School, an M.A. degree in Economics from McGill University and a B.A. degree from Oxford University. We believe that Mr. Hilaly is qualified to serve as a member of our board of directors due to his business experience in technology companies and his experience serving the boards of both public and private companies.

Samir Kaul has served as a member of our board of directors since April 2014. Mr. Kaul has been a General Partner at Khosla Ventures, a venture capital firm focusing on technology investing, since February 2006 and currently serves on the boards of directors of several private companies. He also served as a member of the board of directors of Gevo, Inc. from March 2013 to May 2014 and Amyris, Inc. from May 2006 to May 2012. Previously, Mr. Kaul was a member of Flagship Pioneering Inc., a venture capital firm, from June 2002 to May 2006. Prior to that, Mr. Kaul worked at the Institute for Genomic Research. Mr. Kaul holds a B.S. degree in Biology from the University of Michigan, an M.S. degree in Biochemistry from the University of Maryland and an M.B.A. degree from Harvard Business School. We believe that Mr. Kaul is qualified to serve as a member of our board of directors due to his wide-ranging experience in technology companies and insight in the management of startup companies and the building of companies from early stage to commercial scale.

Stanley Meresman has served as a member of our board of directors since May 2018. During the last ten years, Mr. Meresman has served on the boards of directors of various public and private companies, including service as chair of the audit committee for some of these companies. He currently serves on the board of directors, and as chair of the audit committee, of Palo Alto Networks, Inc. and Snap, Inc. Previously, he served as a member of the board of directors, and chair of the audit committee, of LinkedIn Corporation from October 2010 to December 2016, Zynga Inc. from June 2011 to June 2015, Meru Networks, Inc. from September 2010 to May 2013, and Riverbed Technology, Inc. from March 2005 to May 2012. From January 2004 to December 2004, Mr. Meresman was a Venture Partner with Technology Crossover Ventures, a private equity firm, and was General Partner and Chief Operating Officer of Technology Crossover Ventures from November 2001 to December 2003. During the four years before joining Technology Crossover Ventures, he was a private investor and board member and adviser to several technology companies. From May 1989 to May 1997, Mr. Meresman served as the Senior Vice President and Chief Financial Officer of Silicon Graphics, Inc. Mr. Meresman holds a B.S. degree in Industrial Engineering and Operations Research from the University of California, Berkeley and an M.B.A. degree from the Stanford Graduate School of Business. We believe that Mr. Meresman is qualified to serve as a member of our board of directors due to his financial expertise and years of strategic and management experience in the technology industry.

Dipchand Nishar is expected to serve as a member of our board of directors following this offering. Mr. Nishar has served as the Senior Managing Partner of SoftBank Investment Advisers (US) Inc. since June 2015 and as a member of the board of directors of TripAdvisor, Inc. since September 2013, in addition to currently serving on the boards of directors of several private companies. Previously, he served on the OPower, Inc. board of directors from August 2013 to June 2016. He served as Vice President, Products at LinkedIn Corporation from January 2009 to May 2011

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and as Senior Vice President from May 2011 to October 2014. Prior to that, Mr. Nishar served in several roles, including as the senior director of products for the Asia-Pacific region at Google Inc. from August 2003 to January 2009. Mr. Nishar holds an M.B.A. degree from Harvard Business School, an M.S. degree in Electrical Engineering from the University of Illinois, Urbana-Champaign, and a B. Tech degree from the Indian Institute of Technology. We believe that Mr. Nishar is qualified to serve as a member of our board of directors due to his experience as a public company executive and his knowledge of the technology industry.

Family relationships

There are no family relationships among any of our directors or executive officers.

Board composition

The primary responsibilities of our board of directors are to provide oversight, strategic guidance, counseling and direction to our management. Our board of directors meets on a regular basis and additionally as required. Our board of directors currently consists of six directors. The members of our board of directors were elected in compliance with the provisions of our amended and restated certificate of incorporation and a voting agreement among certain of our stockholders. The voting agreement will terminate upon the completion of this offering and none of our stockholders will have any special rights regarding the election or designation of members of our board of directors.

In accordance with our amended and restated certificate of incorporation that will go into effect upon the completion of this offering, our board of directors will be divided into three classes with staggered, three-year terms. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following election. Effective upon the completion of this offering, our directors will be divided among the three classes as follows:

• the Class I directors will be              and              , and their terms will expire at our first annual meeting of stockholders following this offering;

• the Class II directors will be              and              , and their terms will expire at our second annual meeting of stockholders following this offering; and

• the Class III directors will be              ,              and              , and their terms will be expire at our third annual meeting of stockholders following this offering.

Our amended and restated certificate of incorporation and amended and restated bylaws that will go into effect upon the completion of this offering will provide that the authorized number of directors may be changed only by resolution of the board of directors. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. The division of our board of directors into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control of our company. Our directors may be removed only for cause by the affirmative vote of the holders of at least two-thirds of our outstanding voting stock entitled to vote in the election of directors.

Director independence

Upon the completion of this offering, we anticipate that our common stock will be listed on the Nasdaq Global Select Market, or Nasdaq. Under the listing requirements and rules of Nasdaq, independent directors must compose a majority of a listed company’s board of directors within 12 months after its initial public offering. In addition, the rules of Nasdaq require that, subject to specified exceptions and phase in periods following its initial public offering, each member of a listed company’s audit and compensation, nominating and governance committee be independent. Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act, or Rule 10A-3. Under the rules of Nasdaq, a director will only qualify as an “independent director” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

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To be considered to be independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of our audit committee, our board of directors or any other board committee: (1) accept, directly or indirectly, any consulting, advisory or other compensatory fee from the listed company or any of its subsidiaries; or (2) be an affiliated person of the listed company or any of its subsidiaries.

Our board of directors has undertaken a review of its composition, the composition of its committees and the independence of each director. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our board of directors has determined that none of our directors, other than Dr. Eltoukhy and Dr. Talasaz, has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the applicable rules and regulations of the listing requirements and rules of Nasdaq. In making this determination, our board of directors considered the current and prior relationships that each non-employee director has with our company and all other facts and circumstances our board of directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director.

Our board of directors also determined that Mr. Meresman, Mr. Clark and Mr. Kaul, the members of our audit committee upon the completion of this offering, satisfy the independence standards for the audit committee established by applicable rules of the SEC, and the listing standards of Nasdaq and Rule 10A-3.

Our board of directors has determined that Mr. Clark, Mr. Hilaly and Mr. Nishar, the members of our compensation committee upon the completion of this offering, will be “non-employee directors” as that term is defined in Rule 16b-3 under the Exchange Act.

Each member of the nominating and corporate governance committee is independent within the meaning of the applicable Nasdaq listing standards, is a non-employee director and is free from any relationship that would interfere with the exercise of his independent judgment.

Lead independent director

Our board of directors adopted corporate governance guidelines which provide that one of our independent directors should serve as our lead independent director at any time when a member of our management serves as the chairman of our board of directors or if the chairman is not otherwise independent. Because Dr. Talasaz is our chairman and is not an “independent director” as defined in the listing standards of Nasdaq, our board of directors has appointed Mr. Clark to serve as our lead independent director. As lead independent director, Mr. Clark will preside over periodic meetings of our independent directors, serve as a liason between our chairman and our independent directors and perform such additional duties as our board of directors may otherwise determine and delegate.

Board committees

Our board of directors has established an audit committee, a compensation committee and a nominating and corporate governance committee. Our board of directors may establish other committees to facilitate the management of our business. The composition and functions of each committee are described below. Members serve on these committees until their resignation or until otherwise determined by our board of directors.

Audit committee

Upon the closing of this offering, our audit committee will consist of Mr. Meresman, Mr. Clark and Mr. Kaul. The chair of our audit committee will be Mr. Meresman, and our board of directors has determined that each of Mr. Meresman and Mr. Clark is an “audit committee financial expert” as that term is defined under the SEC rules implementing Section 407 of the Sarbanes-Oxley Act of 2002, and possesses financial sophistication, as defined under the listing standards of Nasdaq. Our board of directors has also determined that each member of our audit committee can read and understand fundamental financial statements in accordance with applicable requirements. In arriving at these determinations, the board of directors has examined each audit committee member’s scope of experience and the nature of their experience in the corporate finance sector.

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The responsibilities of our audit committee include:

• appointing, approving the compensation of and assessing the independence of our registered public accounting firm;

• overseeing the work of our registered public accounting firm, including through the receipt and consideration of reports from such firm;

• reviewing and discussing with management and the registered public accounting firm our annual and quarterly financial statements and related disclosures;

• monitoring our internal control over financial reporting, disclosure controls and procedures and code of business conduct and ethics;

• discussing our risk management policies;

• reviewing and approving or ratifying any related person transactions; and

• preparing the audit committee report required by SEC rules.

Compensation committee

Upon the closing of this offering, our compensation committee will consist of Mr. Clark, Mr. Hilaly and Mr. Nishar. The chair of our compensation committee will be Mr. Clark.

The responsibilities of our compensation committee include:

• reviewing and approving, or recommending that our board of directors approve, the compensation of our chief executive officer and our other executive officers;

• reviewing and recommending to our board of directors the compensation of our directors;

• selecting independent compensation consultants and advisers and assessing whether there are any conflicts of interest with any of the committees compensation advisers; and 

• reviewing and approving, or recommending that our board of directors approve, incentive compensation and equity plans.

Nominating and corporate governance committee

Upon the closing of this offering, our nominating and corporate governance committee will consist of Mr. Kaul and Mr. Meresman. The chair of our nominating and corporate governance committee will be Mr. Kaul.

The responsibilities of our nominating and corporate governance committee include:

• identifying individuals qualified to become board members;

• recommending to our board the persons to be nominated for election as directors and to each of the board’s committees;

• reviewing and making recommendations to the board with respect to management succession planning;

• developing and recommending to the board corporate governance principles; and

• overseeing a periodic evaluation of the board.

Role of the board in risk oversight

The audit committee of the board of directors is primarily responsible for overseeing our risk management processes on behalf of the board of directors. Going forward, we expect that the audit committee will receive reports from management on at least a quarterly basis regarding our assessment of risks. In addition, the audit

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committee reports regularly to the board of directors, which also considers our risk profile. The audit committee and the board of directors focus on the most significant risks we face and our general risk management strategies. While the board of directors oversees our risk management, management is responsible for day-to-day risk management processes. Our board of directors expects management to consider risk and risk management in each business decision, to proactively develop and monitor risk management strategies and processes for day-to-day activities and to effectively implement risk management strategies adopted by the audit committee and the board of directors. We believe this division of responsibilities is the most effective approach for addressing the risks we face and that our board of directors’ leadership structure, which also emphasizes the independence of the board of directors in its oversight of its business and affairs, supports this approach.

Risk considerations in our compensation program

We intend to conduct assessments of our compensation policies and practices for our employees to determine whether those policies and practices are reasonably likely to have a material adverse effect on us.

Code of business conduct and ethics

We have adopted a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. Upon completion of this offering, our code of business conduct and ethics will be available under the Corporate Governance section of our website at www.guardanthealth.com. In addition, we intend to post on our website all disclosures that are required by law or the listing standards of Nasdaq concerning any amendments to, or waivers from, any provision of the code. The reference to our website address does not constitute incorporation by reference of the information contained at or available through our website, and you should not consider it to be a part of this prospectus.

Compensation committee interlocks and insider participation

None of the members of our compensation committee has ever been our officer or employee. None of our executive officers serves, or has served during the last fiscal year, as a member of the board of directors, compensation committee or other board committee performing equivalent functions of any entity that has one or more executive officers serving as one of our directors or on our compensation committee.

Director compensation

The following table contains information concerning the compensation received by our non-employee directors not affiliated with Sequoia Capital or Khosla Ventures during the year ended December 31, 2017. Our directors affiliated with Sequoia Capital and Khosla Ventures in 2017 were not eligible to receive compensation for service on our board of directors. Directors who are also employees do not receive cash or equity compensation for service on our board of directors (in addition to the compensation payable for their service as our employees).

Name	Fees Earned or Paid in Cash ($)	Option Awards ($)(1)	Total ($)
Ian Clark	30,000	480,633	510,633

(1) Amounts reflect the full grant-date fair value of stock options granted during 2017 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. We provide information regarding the assumptions used to calculate the value of all stock options made to our directors in Note 11 to our audited financial statements included elsewhere in this prospectus. As of December 31, 2017, Mr. Clark held outstanding stock options covering 210,000 shares of our common stock.

Director letter agreements

We have entered into letter agreements with our non-employee directors who are not affiliated with certain of our investors, Ian Clark and Stanley Meresman. The following is a summary of the material terms of these letter agreements.

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Ian Clark

Under the terms of his letter agreement, dated November 20, 2016, Mr. Clark has served as a member of our board of directors commencing in January 2017. Under the terms of the letter agreement, Mr. Clark is entitled to an annual cash retainer of $30,000, payable in equal quarterly installments, as well as reimbursements for reasonable documented expenses related to his service on the board of directors, provided such expenses are in accordance with our policies.

The letter agreement also provides for an initial stock option grant of 175,000 shares of our common stock with an exercise price equal to the fair market value of our common stock on the date of grant. The option vests, subject to continued service, with respect to 1/48^th of the total shares subject thereto on each monthly anniversary of the date Mr. Clark commenced service on the board of directors; in addition, in the event of a “liquidation event” (as defined below), the option will vest in full as of immediately prior to the liquidation event.

Stanley Meresman

Under the terms of his letter agreement, dated April 6, 2018, Mr. Meresman has served as a member of the board of directors, including as the chair of the audit committee of the board of directors, commencing in May 2018. Mr. Meresman is not entitled to any annual cash retainer in connection with his service on the board of directors, but is entitled to reimbursements for reasonable documented expenses related to his service on the board of directors, provided such expenses are in accordance with our policies.

The letter agreement also provides for an initial stock option grant of 321,000 shares of our common stock with an exercise price equal to the fair market value of our common stock on the date of grant. The option vests, subject to continued service, with respect to 1/48^th of the total shares subject thereto on each monthly anniversary of the date Mr. Meresman commenced service on the board of directors; in addition, in the event of a “liquidation event” (as defined below), the option will vest in full as of immediately prior to the liquidation event.

For purposes of these letter agreements, “liquidation event” generally means (i) the closing of the sale, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, of all or substantially all of our assets or intellectual property, other than certain permitted joint ventures, (ii) the consummation of a merger or consolidation of our company with or into another entity (except a merger or consolidation in which our stockholders immediately prior to such transaction continue to hold at least 50% of the voting power of the capital stock of the surviving entity of the transaction), (iii) the closing of the transfer, whether by merger, consolidation or otherwise, to a person or group of affiliated persons, other than an underwriter of our securities, of our securities if, after such closing, such person or group of affiliated persons would hold more than 50% of the outstanding voting stock of the Company (other than a transaction or series of transactions principally for bona fide equity financing purposes) or (iv) a liquidation, dissolution or winding up of our company; provided, however, that a transaction will not constitute a “liquidation event” if its sole purpose is to change the state of our company’s incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held our company’s securities immediately prior to such transaction.

Post-IPO director compensation program

In connection with this offering, we intend to implement a compensation program for our non-employee directors that we expect will consist of a combination of cash annual retainer fees and long-term equity-based compensation. Our board of directors is still in the process of developing, approving and implementing this program.

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Executive compensation

This section discusses the material components of the executive compensation program for our executive officers who are named in the “Summary compensation table” below. In 2017, our “named executive officers” and their positions were as follows:

• Helmy Eltoukhy, Chief Executive Officer;

• AmirAli Talasaz, President and Chief Operating Officer; and

• Michael Wiley, Chief Legal Officer.

This discussion may contain forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs. Actual compensation programs that we adopt following the completion of this offering may differ materially from the currently planned programs summarized in this discussion.

Summary compensation table

The following table sets forth information concerning the compensation that was awarded to, earned by or paid to our named executive officers for services rendered during the year ended December 31, 2017.

Name and Principal	Salary ($)	Option Awards ($)(1)	Non-Equity Incentive Plan Compensation ($)(2)	All Other Compensation ($)	Total ($)
Helmy Eltoukhy Chief Executive Officer	460,000	3,459,658	215,050	1,405	4,136,113
AmirAli Talasaz President and Chief Operating Officer	460,000	3,459,658	215,050	1,405	4,136,113
Michael Wiley Chief Legal Officer	384,000	425,748	179,520	1,461	990,729

(1) In accordance with SEC rules, amounts in this column reflect the aggregate grant-date fair value of stock options granted during 2017 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. We provide information regarding the assumptions used to calculate the value of all stock options made to executive officers in Note 11 to our audited financial statements included elsewhere in this prospectus.

(2) Amounts in this column represent actual annual bonuses earned in 2017 under our annual bonus program based on the achievement of pre-determined Company performance goals.

Narrative to summary compensation table

Annual base salaries

Each named executive officer receives an annual base salary to compensate the executive for services rendered to our company. The base salary payable to each named executive officer is intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role and responsibilities.

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In June 2017, our board of directors and stockholders approved base salary increases for Drs. Eltoukhy and Talasaz and Mr. Wiley, retroactive to January 2017, of 86%, 86% and 55%, respectively. These changes were made based on recommendations outlined in a peer compensation report conducted by the independent compensation consultant retained by our management team, Compensia, and the 2017 salaries for Drs. Eltoukhy and Talasaz were intended to target the 20^th percentile of the salaries in the peer group. Companies in the peer group included those in the biotechnology, healthcare diagnostics or life sciences industries with comparable revenues and market capitalization to our company. The base salaries payable to Drs. Eltoukhy and Talasaz increased by $20,000, effective January 1, 2018 and will increase by an additional $20,000, effective January 1, 2019. The 2017 and 2018 base salaries payable to each of our named executive officers are reflected in the following table:

Name and Title	2017 Base Salary ($)	2018 Base Salary ($)
Helmy Eltoukhy Chief Executive Officer	460,000	480,000
AmirAli Talasaz President and Chief Operating Officer	460,000	480,000
Michael Wiley Chief Legal Officer	384,000	384,000

2017 annual bonuses

Historically, we have awarded annual cash bonuses to certain of our employees, including to our named executive officers. Annual bonuses generally are designed to incentivize our named executive officers to attain Company and/or individual performance goals for the applicable year. Our board of directors determines the level of achievement of the performance goals for each year.

In 2017, each named executive officer had an annual bonus opportunity targeted at 50% of his respective base salary. For each of our named executive officers, his annual bonus opportunity was based entirely on the achievement of corporate performance goals. The relevant corporate goals, and their applicable weightings, were as follows:

Performance Criteria	Weighting
Achieve board-approved financial plan	50	%
Achieve Medicare coverage milestone	20	%
Hire high-level LUNAR lead and achieve LUNAR performance milestones	20	%
Add audit committee chair to board of directors	10	%

In 2017, we achieved the board-approved financial plan, and partially achieved the remaining goals. Therefore, our board of directors determined that the corporate performance goals were attained at a level of 93.5%. The annual cash bonuses actually earned by each named executive officer for 2017 performance are set forth in the following table, and also are set forth above in the Summary Compensation Table above in the column entitled “Non-Equity Incentive Plan Compensation.”

Name and Title	2017 Bonus ($)
Helmy Eltoukhy Chief Executive Officer	215,050
AmirAli Talasaz President and Chief Operating Officer	215,050
Michael Wiley Chief Legal Officer	179,520

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Equity compensation

We currently maintain the Amended and Restated 2012 Stock Plan, or the 2012 Plan, in order to provide additional incentives for our employees, directors and consultants and to enable us to attract and retain the services of these individuals, which is essential to our long term success. The 2012 Plan provides for the grant of stock options and stock purchase rights. Prior to the date of this offering, our board of directors has been responsible for approving equity-based awards.

We historically have used stock options as the primary incentive for long-term compensation to our named executive officers because they are able to profit from stock options only if our stock price increases relative to the stock option’s exercise price, which generally is set at the fair market value of our common stock as of the applicable grant date.

On July 7, 2017, our board of directors approved the grant to Drs. Eltoukhy and Talasaz and Mr. Wiley of stock options covering a number of shares of our common stock as set forth in the table below. Each stock option has a per-share exercise price of $3.08, which our board of directors determined was the fair market value of our common stock on the grant date. The options were granted pursuant to the 2012 Plan and vest in substantially equal monthly installments over a four-year period starting from the vesting commencement date of April 23, 2017, subject to the executive’s continued service. In the event that the applicable named executive officer is terminated by the Company without cause within six months following a change in control, the executive’s option will vest in full.

The following table sets forth the stock options granted to our named executive officers in the 2017 fiscal year.

Named Executive Officer	Number of Shares Subject to Options Granted in 2017
Helmy Eltoukhy	1,625,214
AmirAli Talasaz	1,625,214
Michael Wiley	200,000

We intend to adopt a 2018 Incentive Award Plan, or the 2018 Plan, in order to facilitate the grant of cash and equity incentives to directors, employees (including our named executive officers) and consultants of our company and certain of its affiliates and to enable our company and certain of its affiliates to obtain and retain services of these individuals, which is essential to our long-term success. We expect that the 2018 Plan will be effective on the date on which it is adopted by our board of directors, subject to approval by our stockholders. Upon the effectiveness of the 2018 Plan, no further grants will be made under the 2012 Plan. For additional information about the 2012 Plan and the 2018 Plan, please see the section titled “—Equity incentive plans” below.

Other elements of compensation

Retirement plans

We currently maintain a 401(k) retirement savings plan for our employees, including our named executive officers, who satisfy certain eligibility requirements. The 401(k) plan is intended to qualify as a tax-qualified plan under Section 401(k) of the Internal Revenue Code, and our named executive officers are eligible to participate in the 401(k) plan on the same basis as our other employees. The Internal Revenue Code allows eligible employees to defer a portion of their compensation, within prescribed limits, on a pre-tax basis through contributions to the 401(k) plan. We believe that providing a vehicle for tax-deferred retirement savings though our 401(k) plan adds to the overall desirability of our executive compensation package and further incentivizes our employees, including our named executive officers, in accordance with our compensation policies. We did not make any matching contributions under our 401(k) plan in 2017.

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Employee benefits and perquisites

All of our full-time employees, including our named executive officers, are eligible to participate in our health and welfare plans, including:

• medical, dental and vision benefits;

• short-term and long-term disability insurance; and

• life and accidental death and dismemberment insurance.

We also provide supplemental short-term disability coverage to our named executive officers in addition to the short-term disability coverage provided to our full-time employees generally.

We believe the perquisites and benefits described above are necessary and appropriate to provide a competitive compensation package to our named executive officers.

No tax gross-ups

We do not make gross-up payments to cover our named executive officers’ personal income taxes that may pertain to any of the compensation or perquisites paid or provided by our company.

Outstanding equity awards at fiscal year-end

The following table summarizes the number of shares of common stock underlying outstanding equity incentive plan awards for each named executive officer as of December 31, 2017.

		Option Awards
Name	Grant Date	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Option Exercise Price ($)	Option Expiration Date
Helmy Eltoukhy	7/14/2017(1)	270,869	1,354,345	$3.08	7/13/2022
AmirAli Talasaz	7/14/2017(1)	270,869	1,354,345	$3.08	7/13/2022
Michael Wiley	2/7/2014(2)	61,666	3,334	$0.24	2/6/2024
	7/14/2017(1)	33,333	166,667	$3.08	7/13/2027

(1) 1/48^th of the shares subject to the option will vest on each monthly anniversary of the vesting commencement date (April 23, 2017), subject to the executive’s continued service. In addition, the options granted to Drs. Eltoukhy and Talasaz and Mr. Wiley will vest in full upon the applicable executive’s termination without cause within six months following a change in control.

(2) This option vests in substantially equal monthly installments on each monthly anniversary of the vesting commencement date (February 7, 2014), subject to Mr. Wiley’s continued service. In addition, the options will vest in full upon Mr. Wiley’s termination without cause within six months following a change in control.

Severance and change in control arrangements

Each stock option held by our named executive officers will vest in full in the event that such named executive officer is terminated within six months following a change in control. In addition, we are party to an employment offer letter with Mr. Wiley that provides that if Mr. Wiley’s employment is terminated by us without cause (as defined in the 2012 Plan), we will provide him with a severance compensation arrangement for a period of three months, as mutually agreed to between Mr. Wiley and us in good faith.

Equity incentive plans

The following summarizes the material terms of the 2012 Plan, under which we have previously made periodic grants of equity and equity-based awards to our named executive officers and other key employees, and the 2018 Plan.

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Amended and Restated 2012 Stock Plan

Our board of directors adopted and our stockholders approved the 2012 Plan on June 12, 2012. The 2012 Plan was amended to increase the number of shares available under the 2012 Plan on April 17, 2013, April 11, 2014, July 13, 2015, December 17, 2015, and April 28, 2017, respectively.

Administration. Our board of directors or a duly authorized committee of our board of directors, referred to in either case as the “plan administrator,” administers the 2012 Plan. Subject to the terms of the 2012 Plan, the plan administrator has authority to, among other things, select individuals who are eligible to receive awards under the 2012 Plan, grant awards under the 2012 Plan, determine the number of shares subject to each award, determine the terms and conditions of each award, implement a repricing program for stock options granted under the 2012 Plan and interpret the terms of the 2012 Plan.

Authorized shares. The maximum number of shares of our common stock that may be issued under the 2012 Plan is 14,023,668. As of the effective date of the 2018 Plan, no additional awards will be granted under the 2012 Plan. Shares issued under the 2012 Plan may be authorized, but unissued, or reacquired common stock. If an award expires, is surrendered, or becomes unexercisable for any reason without having been exercised in full, the unpurchased shares that were subject to such award may, to the extent of such expiration or non-exercisability, be used again for new awards under the 2012 Plan. Additionally, any shares retained by us upon exercise of an award in satisfaction of the exercise or purchase price for such award, or any withholding taxes due with respect to such exercise, will be treated as not issued and will remain available to be used again for new awards under the 2012 Plan. Shares issued under the 2012 Plan and later repurchased by us pursuant to any repurchase right we may have will not be available for future grant under the 2012 Plan.

Eligibility; Awards. The 2012 Plan provides for the grant of incentive stock options, nonstatutory stock options and restricted stock to our and our affiliates’ employees and consultants, including our directors. Incentive stock options, or ISOs, may be granted only to our employees.

• Stock options. Stock options provide for the purchase of shares of our common stock in the future at an exercise price set on the grant date. ISOs, by contrast to nonqualified stock options, or NSOs, may provide tax deferral beyond exercise and favorable capital gains tax treatment to their holders if certain holding period and other requirements of the Internal Revenue Code are satisfied. The exercise price of a stock option generally may not be less than 85% of the fair market value of the underlying share on the date of grant (or 100% in the case of ISOs and 110% in the case of options granted to certain significant stockholders), except with respect to certain substitute options granted in connection with a corporate transaction. The term of a stock option may not be longer than ten years (or five years in the case of ISOs granted to certain significant stockholders). Vesting conditions determined by the plan administrator may apply to stock options and may include continued service or performance conditions.

• Stock purchase rights. Stock purchase rights are awards to purchase our common stock at a price that generally is not less than 85% of the fair market value of the underlying stock on the date of grant (or 100% in the case of stock purchase rights awarded to certain significant stockholders) that remain subject to a repurchase option that lapses as determined by the plan administrator.

Corporate transactions. The 2012 Plan provides that, in the event of certain specified “corporate transactions” (as such term is defined below), each outstanding award may be assumed or substituted by the successor corporation, or a parent or subsidiary thereof. In the event that such successor corporation does not agree to assume or substitute any award, such award will terminate upon the consummation of the transaction.

Under the 2012 Plan, “corporate transaction” generally means a sale of all or substantially all of the Company’s assets, or a merger, consolidation or other capital reorganization or business combination transaction of the Company with or into another corporation, entity or person, or the direct or indirect acquisition (including by way of a tender or exchange offer) by any person, or persons acting as a group, of beneficial ownership or a right to acquire beneficial ownership of shares representing a majority of the voting power of the then outstanding shares of capital stock of the Company.

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Transferability and participant payments. A participant may not transfer awards under the 2012 Plan other than by will, the laws of descent and distribution, with respect to certain awards pursuant to a domestic relations order to “immediate family members” (as defined in the 2012 Plan), or as otherwise provided in the 2012 Plan. With regard to exercise price obligations arising in connection with awards under the 2012 Plan, the plan administrator may, in its discretion, accept cash or check, a promissory note, cancellation of indebtedness, shares, cashless exercise, or any combination of the foregoing. With regard to tax withholding obligations arising in connection with awards under the 2012 Plan, the administrator may, in its discretion, allow the employee to satisfy such tax obligations (i) from his or her next payroll payment otherwise payable after the date of exercise or (ii) by surrendering shares of our common stock with a fair market value equal to the amount required to be withheld (including, following the date of this offering, shares otherwise issuable with respect to the exercise or vesting of the award).

Plan amendment or termination. The board of directors may amend, alter, suspend or discontinue the 2012 Plan at any time, subject to stockholder approval in certain circumstances, but must obtain the consent of any option or stock purchase right holder whose rights would be materially and adversely affected by such amendment, alteration, suspension, or discontinuation. The term of the 2012 Plan is ten years following the date of its adoption by our board of directors. However, as described above, we expect to terminate the 2012 Plan in connection with the effectiveness of the 2018 Plan.

2018 Incentive Award Plan

In connection with this offering, we intend to adopt the 2018 Plan, subject to approval by our stockholders, under which we may grant cash and equity incentive awards to eligible service providers in order to attract, motivate and retain the talent for which we compete. The material terms of the 2018 Plan, as it is currently contemplated, are summarized below. Our board of directors is still in the process of developing, approving and implementing the 2018 Plan and, accordingly, this summary is subject to change.

Eligibility and administration.Our and our subsidiaries’ employees, consultants and directors will be eligible to receive awards under the 2018 Plan. Following our initial public offering, the 2018 Plan will be administered by our board of directors with respect to awards to non-employee directors and by our compensation committee with respect to other participants, each of which may delegate its duties and responsibilities to committees of our directors and/or officers (referred to collectively as the plan administrator below), subject to certain limitations that may be imposed under Section 16 of the Exchange Act , or the rules and standards of any stock exchange on which our common stock is listed. The plan administrator will have the authority to make all determinations and interpretations under, prescribe all forms for use with, and adopt rules for the administration of, the 2018 Plan, subject to its express terms and conditions. The plan administrator will also set the terms and conditions of all awards under the 2018 Plan, including any vesting and vesting acceleration conditions.

Limitation on awards and shares available.An aggregate of shares of our common stock will initially be available for issuance under awards granted pursuant to the 2018 Plan. The number of shares initially available for issuance will be increased by (i) the number of shares represented by awards outstanding under our 2012 Plan that are forfeited, lapse unexercised or are settled in cash following the effective date of the 2018 Plan and (ii) an annual increase on January 1 of each calendar year beginning in 2019 and ending in 2028, equal to the lesser of (A) shares, (B)percent of the shares of common stock outstanding (on an as converted basis) on the final day of the immediately preceding calendar year and (C) such smaller number of shares as determined by our board of directors. No more thanshares of common stock may be issued upon the exercise of incentive stock options. Shares issued under the 2018 Plan may be authorized but unissued shares, or shares purchased in the open market.

If an award under the 2018 Plan is forfeited, expires or is settled for cash, any shares subject to such award may, to the extent of such forfeiture, expiration or cash settlement, be used again for new grants under the 2018 Plan. Awards granted under the 2018 Plan upon the assumption of, or in substitution for, awards authorized or outstanding under a qualifying equity plan maintained by an entity with which we enter into a merger or similar corporate transaction will not reduce the shares available for grant under the 2018 Plan.

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The 2018 Plan provides that the sum of any cash compensation and the aggregate grant date fair value (determined as of the date of the grant under ASC Topic 718, or any successor thereto) of all awards granted to a non-employee director as compensation for services as such during any calendar year shall not exceed $.

Awards.The 2018 Plan provides for the grant of stock options, including ISOs and NSOs, restricted stock, dividend equivalents, restricted stock units, or RSUs, other stock or cash based awards and stock appreciation rights, or SARs. No determination has been made as to the types or amounts of awards that will be granted to specific individuals pursuant to the 2018 Plan. Certain awards under the 2018 Plan may constitute or provide for a deferral of compensation, subject to Section 409A of the Internal Revenue Code, which may impose additional requirements on the terms and conditions of such awards. All awards under the 2018 Plan will be set forth in award agreements, which will detail the terms and conditions of the awards, including any applicable vesting and payment terms and post-termination exercise limitations. Awards other than cash awards generally will be settled in shares of our common stock, but the plan administrator may provide for cash settlement of any award. A brief description of each award type follows.

• Stock options. Stock options provide for the purchase of shares of our common stock in the future at an exercise price set on the grant date. ISOs, by contrast to NSOs, may provide tax deferral beyond exercise and favorable capital gains tax treatment to their holders if certain holding period and other requirements of the Internal Revenue Code are satisfied. The exercise price of a stock option may not be less than 100% of the fair market value of the underlying share on the date of grant, or 110% in the case of ISOs granted to certain significant stockholders, except with respect to certain substitute options granted in connection with a corporate transaction. The term of a stock option may not be longer than ten years, or five years in the case of ISOs granted to certain significant stockholders. Vesting conditions determined by the plan administrator may apply to stock options and may include continued service, performance and/or other conditions.

• SARs. SARs entitle their holder, upon exercise, to receive from us an amount equal to the appreciation of the shares subject to the award between the grant date and the exercise date. The exercise price of a SAR will generally not be less than 100% of the fair market value of the underlying share on the date of grant, except with respect to certain substitute SARs granted in connection with a corporate transaction, and the term of a SAR may not be longer than ten years. Vesting conditions determined by the plan administrator may apply to SARs and may include continued service, performance and/or other conditions.

• Restricted stock and RSUs. Restricted stock is an award of nontransferable shares of our common stock that remain forfeitable unless and until specified conditions are met, and which may be subject to a purchase price. RSUs are contractual promises to deliver shares of our common stock in the future, which may also remain forfeitable unless and until specified conditions are met. Delivery of the shares underlying RSUs may be deferred under the terms of the award or at the election of the participant, if the plan administrator permits such a deferral. Conditions applicable to restricted stock and RSUs may be based on continuing service, the attainment of performance goals and/or such other conditions as the plan administrator may determine.

• Other stock- or cash-based awards. Other stock- or cash-based awards are awards of cash, fully vested shares of our common stock and other awards valued wholly or partially by referring to, or otherwise based on, shares of our common stock. Other stock or cash based awards may be available as a payment form in the settlement of other awards, as standalone payments and as payment in lieu of base salary, bonus, fees or other cash compensation otherwise payable to any individual who is eligible to receive awards.

• Dividend equivalents. Dividend equivalents represent the right to receive the equivalent value of dividends paid on shares of our common stock and may be granted alone or in tandem with awards. Dividend equivalents are credited as of dividend record dates during the period between the date an award is granted and the date such award vests, is exercised, is distributed or expires, as determined by the plan administrator.

Performance awards.Performance awards include any of the foregoing awards that are granted subject to vesting and/or payment based on the attainment of specified performance goals or other criteria the plan administrator may determine, which may or may not be objectively determinable. Performance criteria upon which performance goals are established by the plan administrator may include but are not limited to: (i) the attainment by a share of a specified fair market value for a specified period of time; (ii) book value per share; (iii) earnings per share; (iv)

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return on assets; (v) return on equity; (vi) return on investments; (vii) return on invested capital; (viii) total stockholder return; (ix) earnings or net income of the company before or after taxes and/or interest; (x) earnings before interest, taxes, depreciation and amortization; (xi) revenues; (xii) market share; (xiii) cash flow or cost reduction; (xiv) interest expense after taxes; (xv) economic value created; (xvi) improvements in capital structure; (xvii) gross margin; (xviii) operating margin; (xix) net cash provided by operations; (xx) strategic business criteria, consisting of one or more objectives based on meeting specified market penetration, geographic business expansion goals, cost targets, customer satisfaction, reductions in errors and omissions, reductions in lost business, management of employment practices and employee benefits, supervision of litigation and information technology, quality and quality audit scores, efficiency, working capital, goals related to acquisitions or divestitures, land management, net sales or closings, inventory control, inventory, land or lot improvement or reduction, implementation or completion of critical projects, economic value; (xxi) adjusted earnings or loss per share; (xxii) employee satisfaction; (xxiii) certain financial ratios (including those measuring liquidity, activity, profitability or leverage); (xxiv) debt levels, covenants, ratios or reductions (xxv) financing and other capital raising transactions; (xxvi) year-end cash; (xxvii) investment sourcing activity; (xxviii) marketing initiatives or (xxix) any combination of the foregoing, any of which may be measured in either absolute terms for us or any operating unit of our company or as compared to any incremental increase or decrease or as compared to results of a peer group or to market performance indicators or indices.

Certain transactions.The plan administrator has broad discretion to take action under the 2018 Plan, as well as make adjustments to the terms and conditions of existing and future awards, to prevent the dilution or enlargement of intended benefits and facilitate necessary or desirable changes in the event of certain transactions and events affecting our common stock, such as stock dividends, stock splits, mergers, acquisitions, consolidations and other corporate transactions. In addition, in the event of certain non-reciprocal transactions with our stockholders known as “equity restructurings,” the plan administrator will make equitable adjustments to the 2018 Plan and outstanding awards. In the event of a change in control of our company (as defined in the 2018 Plan), to the extent that the surviving entity declines to continue, convert, assume or replace outstanding awards, then all such awards will become fully vested and exercisable in connection with the transaction. Upon or in anticipation of a change of control, the plan administrator may cause any outstanding awards to terminate at a specified time in the future and give the participant the right to exercise such awards during a period of time determined by the plan administrator in its sole discretion. Individual award agreements may provide for additional accelerated vesting and payment provisions.

Foreign participants, claw-back provisions, transferability, repricing and participant payments.The plan administrator may modify award terms, establish subplans or adjust other terms and conditions of awards, subject to the share limits described above, in order to facilitate grants of awards subject to the laws and/or stock exchange rules of countries outside of the United States. All awards will be subject to the provisions of any claw-back policy implemented by our company to the extent set forth in such claw-back policy or in the applicable award agreement. The plan administrator may not increase or reduce the applicable price per share of an award, or cancel and replace an award with another award, without stockholder approval. With limited exceptions for estate planning, domestic relations orders, certain beneficiary designations and the laws of descent and distribution, awards under the 2018 Plan are generally non-transferable prior to vesting, and are exercisable only by the participant. With regard to tax withholding, exercise price and purchase price obligations arising in connection with awards under the 2018 Plan, the plan administrator may, in its discretion, accept cash or check, shares of our common stock that meet specified conditions, a “market sell order” or such other consideration as it deems suitable.

Plan amendment and termination.Our board of directors may amend or terminate the 2018 Plan at any time; however, except in connection with certain changes in our capital structure, stockholder approval will be required for any amendment that increases the number of shares available under the 2018 Plan. No award may be granted pursuant to the 2018 Plan after the tenth anniversary of the date on which our board of directors adopts the 2018 Plan.

2018 Employee Stock Purchase Plan

In connection with the offering, we intend to adopt the Guardant Health, Inc. 2018 Employee Stock Purchase Plan, or the ESPP, which we expect to become effective on the date of this offering. The material terms of the ESPP, as it

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is currently contemplated, are summarized below. Our board of directors is still in the process of developing, approving and implementing the ESPP and, accordingly, this summary is subject to change.

Shares available; administration. We expect a total of                shares of our common stock to be initially reserved for issuance under our ESPP. In addition, we expect that the number of shares available for issuance under the ESPP will be annually increased on January 1 of each calendar year beginning in 2019 and ending in 2028, by an amount equal                 . In no event will more than                shares of our common stock be available for issuance under the ESPP.

Our board of directors or a committee designated by our board of directors will have authority to interpret the terms of the ESPP and determine eligibility of participants. We expect that the compensation committee will be the administrator of the ESPP.

Eligibility. The plan administrator may designate certain of our subsidiaries as participating “designated subsidiaries” in the ESPP and may change these designations from time to time. Employees of our company and our designated subsidiaries are eligible to participate in the ESPP if they meet the eligibility requirements under the ESPP established from time to time by the plan administrator. However, an employee may not be granted rights to purchase stock under the ESPP if such employee, immediately after the grant, would own (directly or through attribution) stock possessing 5% or more of the total combined voting power or value of all classes of our common or other class of stock.

If the grant of a purchase right under the ESPP to any eligible employee who is a citizen or resident of a foreign jurisdiction would be prohibited under the laws of such foreign jurisdiction or the grant of a purchase right to such employee in compliance with the laws of such foreign jurisdiction would cause the ESPP to violate the requirements of Section 423 of the Code, as determined by the plan administrator in its sole discretion, such employee will not be permitted to participate in the ESPP.

Eligible employees become participants in the ESPP by enrolling and authorizing payroll deductions by the deadline established by the plan administrator prior to the relevant offering date. Directors who are not employees, as well as consultants, are not eligible to participate. Employees who choose not to participate, or are not eligible to participate at the start of an offering period but who become eligible thereafter, may enroll in any subsequent offering period.

Participation in an Offering. We intend for the ESPP to qualify under Section 423 of the Internal Revenue Code and stock will be offered under the ESPP during offering periods. The length of offering periods under the ESPP will be determined by the plan administrator and may be up to 27 months long. Employee payroll deductions will be used to purchase shares on each purchase date during an offering period. While we expect there will be                purchase periods within each offering period, the number of purchase periods within, and purchase dates during, each offering period will be established by the plan administrator. Offering periods under the ESPP will commence when determined by the plan administrator. The plan administrator may, in its discretion, modify the terms of future offering periods.

We expect that the ESPP will permit participants to purchase our common stock through payroll deductions of up to        % of their eligible compensation, which will include                 . The plan administrator will establish a maximum number of shares that may be purchased by a participant during any offering period or purchase period, which, in the absence of a contrary designation, will be                 shares. In addition, no employee will be permitted to accrue the right to purchase stock under the ESPP at a rate in excess of $25,000 worth of shares during any calendar year during which such a purchase right is outstanding (based on the fair market value per share of our common stock as of the first day of the offering period).

On the first trading day of each offering period, each participant automatically will be granted an option to purchase shares of our common stock. The option will be exercised on the applicable purchase date(s) during the offering period, to the extent of the payroll deductions accumulated during the applicable purchase period. We expect that the purchase price of the shares, in the absence of a contrary determination by the plan administrator, will be        % of the lower of the fair market value of our common stock on the first trading day of the offering period or on the applicable purchase date, which will be the final trading day of the applicable purchase period.

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Participants may voluntarily end their participation in the ESPP at any time at least one week prior to the end of the applicable offering period (or such longer or shorter period specified by the plan administrator), and will be paid their accrued payroll deductions that have not yet been used to purchase shares of common stock. Participation ends automatically upon a participant’s termination of employment.

Transferability. A participant may not transfer rights granted under the ESPP other than by will, the laws of descent and distribution or as otherwise provided in the ESPP.

Certain transactions. In the event of certain transactions or events affecting our common stock, such as any stock dividend or other distribution, change in control, reorganization, merger, consolidation or other corporate transaction, the plan administrator will make equitable adjustments to the ESPP and outstanding rights. In addition, in the event of the foregoing transactions or events or certain significant transactions, including a change in control, the plan administrator may provide for (1) either the replacement of outstanding rights with other rights or property or termination of outstanding rights in exchange for cash, (2) the assumption or substitution of outstanding rights by the successor or survivor corporation or parent or subsidiary thereof, (3) the adjustment in the number and type of shares of stock subject to outstanding rights, (4) the use of participants’ accumulated payroll deductions to purchase stock on a new purchase date prior to the next scheduled purchase date and termination of any rights under ongoing offering periods or (5) the termination of all outstanding rights. Under the ESPP, a change in control has the same definition as given to such term in the 2018 Plan.

Plan amendment; termination. The plan administrator may amend, suspend or terminate the ESPP at any time. However, stockholder approval of any amendment to the ESPP must be obtained for any amendment which increases the aggregate number or changes the type of shares that may be sold pursuant to rights under the ESPP, changes the corporations or classes of corporations whose employees are eligible to participate in the ESPP, or changes the ESPP in any manner that would cause the ESPP to no longer be an employee stock purchase plan within the meaning of Section 423(b) of the Internal Revenue Code. The ESPP will terminate on the tenth anniversary of the date it is initially approved by our board of directors.

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Certain relationships and related party transactions

In addition to the compensation arrangements, including employment, termination of employment and change in control arrangements, with our directors and executive officers, including those discussed in the sections titled “Management” and “Executive compensation,” the following is a description of each transaction since January 1, 2015 and each currently proposed transaction in which:

• we have been or are to be a participant;

• the amounts involved exceeded or will exceed $120,000; and

• any of our directors, executive officers or holders of more than five percent of our capital stock or an affiliate or immediate family member thereof, had or will have a direct or indirect material interest.

Sale of Series E convertible preferred stock

From May 2017 to July 2017, we issued and sold an aggregate of 38,174,246 shares of our Series E convertible preferred stock at a purchase price of $8.3936 per share for an aggregate purchase price of $320.4 million. In September 2017, and pursuant to the terms of the purchase agreement relating to the purchase and sale of our Series E convertible preferred stock, we sold 796,346 additional shares of Series E convertible preferred stock, which we refer to as gross-up shares, at a purchase price of $0.00001 per share to each holder of Series E convertible preferred stock on a pro rata basis, such that SoftBank’s equity ownership in our company equaled 35% of our fully diluted capital stock. All shares of our Series E convertible preferred stock will convert into shares of our common stock immediately prior to the closing of this offering in accordance with our certificate of incorporation. The following table summarizes purchases of shares of our Series E convertible preferred stock by holders of more than 5% of our capital stock or entities affiliated with them.

	Initial Shares		Gross-Up Shares
Participants	Shares of Series E Convertible Preferred Stock	Aggregate Purchase Price	Shares of Series E Convertible Preferred Stock	Total Shares Purchased	Aggregate Purchase Price
		(in thousands)			(in thousands)
Greater than 5% Stockholders(1)
Entities affiliated with SoftBank Group(2)	34,276,115	287,700	715,035	34,991,150	$	287,700
Entity affiliated with Sequoia Capital	59,569	500	1,242	60,811	$	500
Entities affiliated with Khosla Ventures(3)	59,569	500	1,241	60,810	$	500
Entity affiliated with Lightspeed Venture Partners	59,569	500	1,242	60,811	$	500

(1) Additional details regarding these stockholders and their equity holdings are provided in this prospectus under the caption “Principal stockholders.”

(2) Represents securities acquired by SoftBank Group Capital Limited and SoftBank Vision Fund (AIV M1) L.P. Dipchand Nishar, whom we expect to serve on our board of directors after the completion of this offering, is a senior managing partner at SoftBank Investment Advisers (US) Inc., which is an affiliate of SoftBank Group Capital Limited and SoftBank Vision Fund (AIV M1) L.P.

(3) Represents securities acquired by Khosla Venture IV (CF), LP and Khosla Ventures IV, LP. Samir Kaul, a member of our board of directors, is a general partner at Khosla Ventures, which is an affiliate of Khosla Venture IV (CF), LP and Khosla Ventures IV, LP.

Repurchase of common stock

In connection with our Series E financing, in July 2017, we repurchased an aggregate of 2,152,431 shares of common stock from certain of our directors and executive officers at a purchase price of $7.55424 per share. The purchase price was negotiated between the sellers and SoftBank, the lead investor in the financing, and represents a price equal to 90% of the purchase price of $8.3936 per share of Series E convertible preferred stock. Of the

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2,152,431 shares of common stock repurchased: 1,323,759 shares of common stock were sold by Helmy Eltoukhy, our Chief Executive Officer and a member of our board of directors; 661,879 shares were sold by AmirAli Talasaz, our President and Chief Operating Officer and chairman of our board of directors; and 166,793 shares were sold by Michael Wiley, our Chief Legal Officer.

Employee tender offer

In connection with our Series E financing, in August 2017, we effectuated a tender offer, pursuant to which we offered to purchase 25% of the vested shares of our common stock held by our employees (other than Dr. Eltoukhy, Dr. Talasaz and Mr. Wiley) at a purchase price per share of $8.3936, with $5.3136 of that amount per share representing a premium over the fair market value of our common stock at the time of the tender offer. One of our executive officers, Dr. Richard Lanman, sold 71,613 shares of common stock to us in the tender offer, for which he received total consideration of $601,091.

Joint venture with SoftBank

In connection with our Series E financing, as described in “Business—International clinical commercial efforts,” together with SoftBank, we formed a joint venture, Guardant Health AMEA, Inc., which we refer to as the Joint Venture, relating to the sale, marketing and distribution of our tests in all areas worldwide outside of North America, Central America, South America, the United Kingdom, all other member states of the European Union as of May 2017, Iceland, Norway, Switzerland and Turkey, or the JV Territory. In a given country, depending on the market opportunity in a country, the Joint Venture may create direct operations, sell through a distribution model or license to a third party. Direct operations would entail full operations, including a laboratory, sales and marketing and regulatory, among other functions. Under the distribution model, our tests would be marketed and sold by the Joint Venture or a third-party distributor in relevant countries within the JV Territory, and the tests would be performed by or on behalf of us or our affiliates outside of such countries on samples obtained by the Joint Venture or third-party distributor in such countries. Under the license model, the Joint Venture, or an entity designated by the Joint Venture, would be licensed to market and sell the tests in relevant countries within the JV Territory, and the Joint Venture, or an entity designated by the Joint Venture, would perform the tests on samples obtained in such countries. Following a determination by the board of directors of the Joint Venture on the appropriate model for an individual country, we will enter into agreements with the Joint Venture with respect to the individual country based on the license or distribution model. We expect to rely on the Joint Venture to accelerate commercialization of our products in Asia, the Middle East and Africa, with our initial focus being on Japan.

Entities affiliated with SoftBank hold more than 5% of our capital stock and Dipchand Nishar, whom we expect to serve on our board of directors after the completion of this offering, is a senior managing partner at SoftBank Investment Advisers.

Formation, capitalization and financing

In May 2018, an entity affiliated with SoftBank purchased 40,000 shares of the Joint Venture in exchange for $41.0 million in cash. In May 2018, we also purchased 40,000 shares of the Joint Venture in exchange for $9.0 million in cash and our entry into various ancillary agreements necessary to provide the Joint Venture with the rights needed to operate its business. As a result of these transactions, we and SoftBank each currently own 50% of the outstanding capital stock of the Joint Venture. All stockholders of the Joint Venture have a pro rata right to any dividends or other distributions from the Joint Venture, in proportion to the holder’s percentage ownership in the Joint Venture.

Under the terms of the joint venture agreement, neither we nor SoftBank or its affiliates is obligated to make any further capital contribution, in cash or otherwise, to the Joint Venture. In the event the Joint Venture requires any additional funding for its operations, the Joint Venture may seek debt financing from third parties, or may seek additional financing from its major shareholders, which will be on a pro rata basis among major shareholders unless such shareholders agree otherwise. For purposes of the joint venture agreement, “major shareholder” refers to us, so long as we hold at least 50% of the shares in the Joint Venture issued to us in May 2018, to SoftBank, so long as it and its affiliates hold at least 50% of the shares in the Joint Venture issued to it in May 2018, and to any other shareholder holding at least 30% of the outstanding shares of the Joint Venture.

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Governance and related party transactions

The board of directors of the Joint Venture is responsible for the supervision and management of the Joint Venture. Under the terms of the joint venture agreement, the board of directors of the Joint Venture is required to consist of four directors, with two being appointed by us and two being appointed by SoftBank. Each director is entitled to one vote, and each resolution of the board requires majority approval, including by at least one of our appointed directors and one of SoftBank’s appointed directors. The board’s chair position is required to be held in alternate years by a SoftBank appointee and one of our appointees. Both we and SoftBank may remove our own appointed directors by giving written notice to the other party.

Notwithstanding the foregoing, any decision on behalf of the Joint Venture relating to, among other things, action by the Joint Venture relating to the entry into, termination, amendment or waiver of any provision of an agreement between the Joint Venture and either us or SoftBank is required to be made by the disinterested party’s director appointees.

Put-call arrangement

The joint venture agreement includes a put-call arrangement with respect to the shares of the Joint Venture held by SoftBank and its affiliates. Under certain specified circumstances and on terms specified in the joint venture agreement as described below, SoftBank will have the right to cause us to purchase all such shares of the Joint Venture, and we will have a similar right to purchase all such shares as describe below.

Triggers of rights

Material change in business - If our business model were to materially change such that the sale, marketing and distribution of our tests in the territory covered by the joint venture agreement was no longer economical, SoftBank would have the right to cause us to purchase, or we would have the right to purchase, all of the shares of the Joint Venture held by SoftBank and its affiliates. In this instance, we would be required to repurchase the shares at an aggregate purchase price of $41.0 million, the original purchase price paid by SoftBank to the Joint Venture for the shares.

Deadlock trigger - Additionally, both we and SoftBank may exercise our respective rights in the event of certain disagreements relating to the Joint Venture, other than one relating to the Joint Venture’s business plan or to factual matters that may be capable of expert determination. In the event of a material disagreement relating to the joint venture or its business that may seriously affect the ability of the joint venture to perform its obligations under the joint venture agreement or may otherwise seriously impair the ability of the Joint Venture to conduct its business in an effective matter, the matter is to be referred to ours and SoftBank’s respective chairs or chief executives. Following discussions between those individuals, if either party provides written notice to the other of an intention to seek formal resolution of the disagreement within 90 days, and the disagreement has not been resolved within those 90 days, then SoftBank will have a right to exercise its put right and we will have a right to exercise our call right. We refer to this is as a Deadlock Trigger.

Other triggers - Both we and SoftBank may also exercise our respective rights following our initial public offering, a change in control of our company or the seventh anniversary of the formation of the Joint Venture, or each subsequent anniversary of each of the foregoing events. We refer to these events and each subsequent anniversary as the IPO Trigger, the Change in Control Trigger and the Time-Based Trigger, respectively. In order to exercise its right, a party must provide the other party with written notice within 30 days of the IPO Trigger, the Change in Control Trigger or the Time-Based Trigger, as applicable.

Each party may also exercise its right following a material breach of the joint venture agreement by the other party that goes unremedied within 20 business days.

We currently do not expect SoftBank to exercise any rights with respect to the IPO Trigger in connection with this offering.

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Purchase procedure and limitations

In the event either we or SoftBank properly exercise our respective rights, we are required to purchase the shares of the Joint Venture on a date determined by us and no more than 30 business days after the determination of the aggregate purchase price to be paid for the shares.

We may pay the purchase price for the shares of the Joint Venture, in our discretion, in cash, in shares of our capital stock (which may be a non-voting security with senior preferences to all other classes of our equity or, if our common stock is publicly traded on a national exchange, our common stock), or in a combination of cash and our capital stock. To the extent we pay any portion of the purchase price in cash, we may elect to deliver that portion in the form of a promissory note, secured by a first lien stock pledge in the shares of the Joint Venture we are purchasing and payable within 18 months following the closing date of our purchase of the shares. The terms of the note, including interest rate, will be at prevailing market terms for our third-party borrowings. To the extent we pay any portion of the purchase price in our stock and our stock is publicly traded, SoftBank and its affiliates are required under the joint venture agreement to execute and deliver to us an irrevocable proxy appointing us as the attorney-in-fact and proxy, to vote the shares as we, in our sole discretion, deem proper with respect to such shares.

If, in the event SoftBank exercises its put right, the fair value of the Joint Venture is determined to be greater than 40% of the fair value of our company, then we will only be required to purchase the number of shares of the Joint Venture held by SoftBank and its affiliates having an aggregate value equal to the product of 40% and the pro rata portion of the outstanding shares of the Joint Venture held by SoftBank and its affiliates. If SoftBank and its affiliates continue to hold shares of the Joint Venture on account of this limitation, SoftBank will not be permitted to request that the fair values of the Joint Venture and our company be re-determined for three months.

If, after either we or SoftBank properly exercises our respective rights, we fail to purchase all of the shares of the Joint Venture held by SoftBank and its affiliates, other than in connection with the 40% limitation described in the preceding paragraph, we are required to pay SoftBank interest on the applicable purchase price. The interest will be payable monthly, in cash, at a rate of 15% per annum, and will accrue from the date the purchase of the shares should have occurred until the date we actually purchase the shares.

Determination of fair value

In the event either we or SoftBank properly exercises our right respective rights on account of an event other than as described above under “—Triggers of rights—Material change in business,” the purchase price per share of the Joint Venture will be:

• if the shares of the Joint Venture are publicly traded and listed on a national exchange, equal to the average closing price of the shares for the 20 trading days ending on the business day immediately preceding the date of the put notice, provided that, in the event we exercise our call right, the fair value of the Joint Venture will be deemed to be no less than an amount that yields a 20% internal rate of return on each tranche of capital invested by SoftBank and its affiliates in the Joint Venture, taking into account all proceeds received by SoftBank and its affiliates arising from their shares through such date;

• if the shares of the Joint Venture are not publicly traded and listed on a national exchange, determined by a third-party valuation firm, and on the assumption that the sale is on an arm’s-length basis on the date of the put or call notice, as applicable, provided that, in the event we exercise our call right, the fair value of the Joint Venture will be deemed to be no less than an amount that yields a 20% internal rate of return on each tranche of capital invested by SoftBank and its affiliates in the Joint Venture, taking into account all proceeds received by SoftBank and its affiliates arising from their shares through such date; or

• if the fair value is being determined in connection with a Deadlock Trigger being determined in connection with a potential change of control of the Joint Venture, in accordance with the preceding bullets, but will in no event be less than the consideration proposed to be paid in connection with such potential change of control of the Joint Venture.

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In the event either we or SoftBank properly exercises our respective rights, the fair value of a share of our capital stock will be:

• if our common stock is publicly traded and listed on a national exchange and the put or call notice, as applicable, is delivered on or before the 20^th trading day following this offering, equal to the price per share in this offering;

• if our common stock is publicly traded and listed on a national exchange and the put or call notice, as applicable, is delivered on or after the 21^st trading day following this offering, equal to the average closing price of our common stock for the 20 trading days ending on the business day immediately preceding the date of the put notice;

• if our common stock is not publicly traded and listed on a national exchange, determined by a third-party valuation firm, and on the assumption that the sale is on an arm’s-length basis on the date of the put notice; or

• if the fair value of our company is being determined in connection with a put or call notice, as applicable, delivered within 30 days following a Change in Control Trigger, the fair value of a share of our capital stock will be equal to the consideration per share paid or payable by the purchaser in such change of control.

Termination

The Joint Venture will terminate upon any of the following three events: (i) if one party (including any transferees of that party) ceases to hold any shares of the Joint Venture, (ii) if a resolution is passed by the shareholders or creditors, or an order is made by a court or other competent body or person instituting a process that will lead to the Joint Venture being wound up and its assets being distributed among the Joint Venture’s creditors, shareholders or other contributors or (iii) upon written notice of insolvency (as described in the joint venture agreement) of either us or SoftBank.

Sale of Series D convertible preferred stock

From December 2015 to March 2016, we issued and sold an aggregate of 11,080,267 shares of our Series D convertible preferred stock at a purchase price of $7.4767 per share for an aggregate purchase price of $82.8 million. All shares of our Series D convertible preferred stock will convert into shares of our common stock immediately prior to the completion of this offering in accordance with our certificate of incorporation. The following table summarizes purchases of shares of our Series D convertible preferred stock by holders of more than 5% of our capital stock or entities affiliated with them.

Participants	Total Shares of Series D Convertible Preferred Stock Purchased	Aggregate Purchase Price
		(in thousands)
Greater than 5% Stockholders(1)
Entity affiliated with SoftBank Group(2)	2,674,976	20,000
Entity affiliated with Sequoia Capital	668,744	5,000
Entities affiliated with Khosla Ventures(3)	1,337,487	10,000
Entity affiliated with Lightspeed Venture Partners	668,744	5,000

(1) Additional details regarding these stockholders and their equity holdings are provided in this prospectus under the caption “Principal Stockholders.”

(2) Represents securities acquired by SoftBank Group Capital Limited. Dipchand Nishar, whom we expect to serve on our board of directors after the completion of this offering, is a senior managing partner at SoftBank Investment Advisers (US) Inc., which is an affiliate of SoftBank Group Capital Limited.

(3) Represents securities acquired by Khosla Venture IV (CF), LP and Khosla Ventures IV, LP. Samir Kaul, a member of our board of directors, is a general partner at Khosla Ventures, which is an affiliate of Khosla Venture IV (CF), LP and Khosla Ventures IV, LP.

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Sale of Series C convertible preferred stock

From December 2014 to March 2015, we issued and sold an aggregate of 8,873,996 shares of our Series C convertible preferred stock at a purchase price of $6.3105 per share for an aggregate purchase price of $56.0 million. Lightspeed Venture Partners Select, L.P., an entity affiliated with Lightspeed Venture Partners, a holder of more than 5% of our capital stock, purchased 475,400 shares of our Series C convertible preferred stock in February 2015 at an aggregate purchase price of $3.0 million. All shares of our Series C convertible preferred stock will convert into shares of our common stock immediately prior to the completion of this offering in accordance with our certificate of incorporation.

Investor rights agreement

We are party to an amended and restated investor rights agreement, or the Investor Rights Agreement, with certain holders of our convertible preferred stock, including certain holders of 5% of our capital stock and entities affiliated with certain of our directors, as well as certain of our directors and executive officers. The Investor Rights Agreement grants rights to certain holders, including certain registration rights with respect to the registrable securities held by them, and also imposes certain affirmative obligations on us, including with respect to the furnishing of financial statements and information to the holders. See “Description of capital stock—Registration rights” for additional information.

As a result of this offering, most of the covenants and restrictions set forth in the Investor Rights Agreement that apply to us will terminate and we will remain obligated to comply with reporting requirements under the Exchange Act.

Voting agreement

We are party to an amended and restated voting agreement, or the Voting Agreement, under which certain holders of our capital stock, including certain holders of 5% of our capital stock and entities affiliated with certain of our directors and certain of our directors and executive officers, have agreed to vote in a certain way on certain matters, including with respect to the election of directors. Pursuant to the Voting Agreement, each of Sequoia Capital and Khosla Ventures has the right to designate one member of our board of directors. Aaref Hilaly and Samir Kaul were designated by Sequoia Capital and Khosla Ventures, respectively, under the Voting Agreement.

The Voting Agreement will terminate by its terms in connection with the completion of this offering and none of our stockholders will have any continuing voting rights, including special rights regarding the election or designation of members of our board of directors, following this offering.

Right of first refusal and co-sale agreement

We are party to an amended and restated first refusal and co-sale agreement with holders of our convertible preferred stock, including certain holders of 5% of our capital stock and entities affiliated with certain of our directors, pursuant to which we have a right of first refusal, and certain holders satisfying an ownership threshold of convertible preferred stock have a right of first refusal and co-sale, in respect of certain sales of securities by specified holders of convertible preferred stock. The right of first refusal and co-sale agreement will terminate in connection with the completion of this offering.

Severance arrangement

We have entered into an employment offer letter with Mr. Wiley, our Chief Legal Officer, that provides for severance payments in the event of a qualifying termination of employment. See “Executive compensation” for a further discussion of this arrangement.

Equity grants to executive officers and directors

We have granted options to our named executive officers and certain of our non-employee directors as more fully described in the sections entitled “Management—Director compensation” and “Executive compensation.”

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Limitation of liability and indemnification

Our amended and restated certificate of incorporation and our amended and restated bylaws, each of which will be effective upon the completion of this offering, will provide that we will indemnify our directors and officers to the fullest extent permitted under Delaware law, which prohibits our amended and restated certificate of incorporation from limiting the liability of our directors for the following:

• any breach of the director’s duty of loyalty to us or our stockholders;

• acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;

• unlawful payments of dividends or unlawful stock repurchases or redemptions; or

• any transaction from which the director derived an improper personal benefit.

Our amended and restated certificate of incorporation and our amended and restated bylaws will also provide that if Delaware law is amended to authorize corporate action further eliminating or limiting the personal liability of a director, then the liability of our directors will be eliminated or limited to the fullest extent permitted by Delaware law, as so amended. This limitation of liability does not apply to liabilities arising under the federal securities laws and does not affect the availability of equitable remedies such as injunctive relief or rescission.

Our amended and restated certificate of incorporation and our amended and restated bylaws will also provide that we shall have the power to indemnify our employees and agents to the fullest extent permitted by law. Our amended and restated bylaws also permit us to secure insurance on behalf of any officer, director, employee or other agent for any liability arising out of his or her actions in this capacity, regardless of whether we would have the power to indemnify such person against such expense, liability or loss under the General Corporation Law of the State of Delaware. We have obtained directors’ and officers’ liability insurance.

In connection with this offering, we intend to enter into separate indemnification agreements with our directors and executive officers, in addition to indemnification provided for in our amended and restated certificate of incorporation and amended and restated bylaws. These agreements, among other things, provide for indemnification of our directors and executive officers for expenses, judgments, fines and settlement amounts incurred by this person in any action or proceeding arising out of this person’s services as a director or executive officer or at our request. We believe that these provisions in our amended and restated certificate of incorporation and amended and restated bylaws and indemnification agreements are necessary to attract and retain qualified persons as directors and executive officers.

The above description of the indemnification provisions of our amended and restated certificate of incorporation, our amended and restated bylaws and our indemnification agreements is not complete and is qualified in its entirety by reference to these documents, each of which is filed as an exhibit to this registration statement to which this prospectus forms a part.

The limitation of liability and indemnification provisions in our amended and restated certificate of incorporation and amended and restated bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against directors and officers, even though an action, if successful, might benefit us and our stockholders. A stockholder’s investment may be harmed to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions. Insofar as indemnification for liabilities under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. There is no pending litigation or proceeding naming any of our directors or officers as to which indemnification is being sought, nor are we aware of any pending or threatened litigation that may result in claims for indemnification by any director or officer.

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Policies and procedures for related party transactions

Our board of directors has adopted a written related person transaction policy, to be effective upon the completion of this offering, setting forth the policies and procedures for the review and approval or ratification of related person transactions. This policy will cover, with certain exceptions set forth in Item 404 of Regulation S-K under the Securities Act, any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which we were or are to be a participant, where the amount involved exceeds $120,000 in any fiscal year and a related person had, has or will have a direct or indirect material interest, including without limitation, purchases of goods or services by or from the related person or entities in which the related person has a material interest, indebtedness, guarantees of indebtedness and employment by us of a related person. In reviewing and approving any such transactions, our audit committee is tasked to consider all relevant facts and circumstances, including, but not limited to, whether the transaction is on terms comparable to those that could be obtained in an arm’s length transaction and the extent of the related person’s interest in the transaction. All of the transactions described in this section occurred prior to the adoption of this policy.

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Principal stockholders

The following table presents information as to the beneficial ownership of our common stock as of August 31, 2018, for:

• each person, or group of affiliated persons, known by us to beneficially own more than 5% of our common stock;

• each named executive officer;

• each of our directors and our director nominee; and

• all of our directors, director nominee and executive officers as a group.

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares beneficially owned, subject to community property laws where applicable. Common stock subject to options or other rights to acquire common stock that are currently exercisable or exercisable within 60 days of August 31, 2018 are deemed to be outstanding and to be beneficially owned by the person holding such options or rights for the purpose of computing the percentage ownership of that person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

Percentage ownership of our common stock “prior to this offering” in the table is based on 95,964,657 shares of common stock issued and outstanding as of August 31, 2018, adjusted for the conversion of all outstanding shares of convertible preferred stock into shares of common stock upon the completion of this offering. Percentage ownership of our common stock “after this offering” in the table is based on                  shares of common stock issued and outstanding on August 31, 2018, adjusted as described above, and which gives further effect to the issuance of                 shares of common stock in this offering and assumes no exercise of the underwriters’ option to purchase additional shares. Unless otherwise indicated, the address of each of the individuals and entities named below is c/o Guardant Health, Inc., 505 Penobscot Drive, Redwood City, California 94063.

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		Percentage of Shares Beneficially Owned
Name of Beneficial Owner	Total Shares Beneficially Owned	Before the Offering		After the Offering
5% Stockholders:
Entities affiliated with SoftBank Group(1)	37,747,982	39.3	%	%
Entities affiliated with Sequoia Capital(2)	10,550,359	11.0	%	%
Entities affiliated with Khosla Ventures(3)	9,679,456	10.1	%	%
Entities affiliated with Lightspeed Venture Partners(4)	5,187,072	5.4	%	%
Directors, Director Nominees and Named Executive Officers:
Helmy Eltoukhy, PhD(5)	7,447,734	7.8	%	%
AmirAli Talasaz, PhD(6)	7,107,782	7.4	%	%
Michael Wiley(7)	603,531	*		%
Ian Clark(8)	85,312	*		*
Aaref Hilaly	-	*		*
Samir Kaul(3)	-	*		*
Stanley Meresman(9)	33,437	*		*
Dipchand Nishar	-	*		*
All directors, director nominee and executive officers as a group (11 persons)	15,770,766	16.4	%	%

* Represents beneficial ownership of less than one percent.

(1) Consists of (i) 2,756,832 shares held of record by SoftBank Group Capital Limited and (ii) 34,991,150 shares held of record by SoftBank Vision Fund (AIV M1) L.P. This does not include any shares of our capital stock that SoftBank may acquire following this offering pursuant to put and call rights in our joint venture agreement with SoftBank as described in “Certain relationships and related party transactions—Joint venture with SoftBank.” The address for each of these entities is 1 Circle Star Way San Carlos, CA 94070.

(2) Consists of (i) 10,510,833 shares held of record by Sequoia Capital USV XIV Holdco, Ltd., or SC USV XIV Holdco, and (ii) 39,526 shares held of record by Sandscape, LLC. SC US (TTGP), Ltd. is the general partner of SC U.S. Venture XIV Management, L.P., which is the general partner of each of Sequoia Capital U.S. Venture Fund XIV, L.P., Sequoia Capital U.S. Venture Partners Fund XIV, L.P. and Sequoia Capital U.S. Venture Partners Fund XIV (Q), L.P., or collectively, the SC USV XIV Funds. The SC USV XIV Funds together own 100% of the outstanding ordinary shares of SC USV XIV Holdco. SC US (TTGP), Ltd. is the general partner of SC US Venture 2010 Management, L.P., which is the general partner of Sequoia Capital U.S. Venture 2010-Seed Fund, L.P., which is the managing member of Sequoia Capital Scout Fund II, L.L.C., which is the managing member of Sandscape, LLC. As a result, SC US (TTGP), Ltd. may be deemed to share voting and dispositive power with respect to the shares held by SC USV XIV Holdco and Sandscape, LLC. The address for each of these entities is 2800 Sand Hill Road, Suite 101, Menlo Park, California 94025.

(3) Consists of (i) 581,640 shares held of record by Khosla Venture IV (CF), LP, or KV IV (CF), and (ii) 9,097,816 shares held of record by Khosla Ventures IV, LP, or KV IV. The general partner of KV IV (CF) and KV IV is Khosla Ventures Associates IV, LLC, or KVA IV. VK Services, LLC, or VK Services, is the sole manager of KVA IV. Vinod Khosla is the managing member of VK Services. Each of Mr. Khosla, VK Services and KVA IV may be deemed to share voting and dispositive power over such securities held by KV IV (CF) and KV IV. Samir Kaul, a member of our board of directors, is a member of the general partner of KV IV (CF) and KV IV and as such may be deemed to have voting and investment power with respect to the shares held by KV IV (CF) and KV IV. Mr. Khosla, VK Services, KVA IV and Mr. Kaul disclaim beneficial ownership of such securities held by KV IV (CF) and KV IV, except to the extent of their respective pecuniary interests therein. The address for each of these entities is 2128 Sand Hill Road, Menlo Park, California 94025.

(4) Consists of (i) 79,234 shares held of record by Lightspeed Affiliates X, L.P., (ii) 3,523,176 shares held of record by Lightspeed Venture Partners Select, L.P. and (iii) 1,584,662 shares held of record by Lightspeed Venture Partners X, L.P. Lightspeed Ultimate General Partners X, Ltd. is the sole general partner of Lightspeed General Partner X, L.P., which is the sole general partner of both Lightspeed Venture Partners X, L.P. and Lightspeed Affiliates X, L.P. Lightspeed Ultimate General Partner Select, Ltd. is the sole general partner of Lightspeed General Partner Select, L.P., which is the sole general partner of Lightspeed Venture Partners Select, L.P. Christopher J. Schaepe, Barry Eggers, Ravi Mhatre, Peter Nieh and Jeremy Liew are the directors of Lightspeed Ultimate General Partners X, Ltd. and Lightspeed Ultimate General Partner Select, Ltd., and they share voting and dispositive power with respect to the shares held by Lightspeed Venture Partners X, L.P., Lightspeed Affiliates X, L.P. and Lightspeed Venture Partners Select, L.P. Messrs. Schaepe, Eggers, Liew, Mhatre and Nieh disclaim beneficial ownership of the shares by Lightspeed Venture Partners X, L.P., Lightspeed Affiliates X, L.P. and Lightspeed Venture Partners Select, L.P. except to the extent of their pecuniary interest therein. The address for each of these entities is 2200 Sand Hill Road Menlo Park, CA 94025.

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(5) Includes (i) 6,838,279 shares held directly by Helmy Eltoukhy and (ii) up to 609,455 shares of common stock that can be acquired upon the exercise of options that will be vested within 60 days of August 31, 2018.

(6) Includes (i) 6,498,327 shares held directly by AmirAli Talasaz and (ii) up to 609,455 shares of common stock that can be acquired upon the exercise of options that will be vested within 60 days of August 31, 2018.

(7) Includes (i) 528,531 shares held directly by Michael Wiley and (ii) up to 75,000 shares of common stock that can be acquired upon the exercise of options that will be vested within 60 days of August 31, 2018.

(8) Includes up to 85,312 shares of common stock that can be acquired upon the exercise of options that will be vested within 60 days of August 31, 2018.

(9) Includes up to 33,437shares of common stock that can be acquired upon the exercise of options that will be vested within 60 days of August 31, 2018.

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Description of capital stock

General

The following description of our capital stock and certain provisions of our amended and restated certificate of incorporation and amended and restated bylaws are summaries and are qualified by reference to the amended and restated certificate of incorporation and the amended and restated bylaws that will be in effect upon the completion of this offering. Copies of these documents will be filed with the SEC as exhibits to our registration statement, of which this prospectus forms a part. The descriptions of our common stock and convertible preferred stock reflect changes to our capital structure that will occur in connection with the completion of this offering.

Upon the completion of this offering, our authorized capital stock will consist of 360,000,000 shares, all with a par value of $0.00001 per share, of which:

• 350,000,000 shares are designated as common stock; and

• 10,000,000 shares are designated as preferred stock. 

Common stock

As of June 30, 2018, after giving effect to the conversion of all outstanding shares of convertible preferred stock into 78,970,767 shares of common stock and the issuance of 366,104 shares of common stock upon the exercise of outstanding common stock warrants immediately prior to the closing of this offering, we had outstanding 96,309,834 shares of common stock held of record by 185 stockholders.

Holders of our common stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders and do not have cumulative voting rights. An election of directors by our stockholders shall be determined by a plurality of the votes cast by the stockholders entitled to vote on the election. Holders of common stock are entitled to receive proportionately any dividends as may be declared by our board of directors, subject to any preferential dividend rights of any series of preferred stock that we may designate and issue in the future.

In the event of our liquidation or dissolution, the holders of common stock are entitled to receive proportionately our net assets available for distribution to stockholders after the payment of all debts and other liabilities and subject to the prior rights of any outstanding preferred stock. Holders of common stock have no preemptive, subscription, redemption or conversion rights. Our outstanding shares of common stock are, and the shares offered by us in this offering will be, when issued and paid for, validly issued, fully paid and nonassessable. The rights, preferences and privileges of holders of common stock are subject to and may be adversely affected by the rights of the holders of shares of any series of preferred stock that we may designate and issue in the future.

Preferred stock

As of June 30, 2018, there were 78,627,369 shares of our convertible preferred stock outstanding. Immediately prior to the completion of this offering, all outstanding shares of our convertible preferred stock will convert into 78,970,767 shares of our common stock.

Under the terms of our amended and restated certificate of incorporation that will become effective upon the completion of this offering, our board of directors is authorized to direct us to issue shares of preferred stock in one or more series without stockholder approval. Our board of directors has the discretion to determine the rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, of each series of preferred stock.

The purpose of authorizing our board of directors to issue preferred stock and determine its rights and preferences is to eliminate delays associated with a stockholder vote on specific issuances. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions, future financings and other corporate purposes, could have the effect of making it more difficult for a third-party to acquire, or could discourage a third-party from seeking to acquire, a majority of our outstanding voting stock. Upon the completion of this offering, there will be no shares of preferred stock outstanding, and we have no present plans to issue any shares of preferred stock.

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Options

As of June 30, 2018, options to purchase 9,958,587 shares of our common stock were outstanding under our equity compensation plans, of which 3,412,836 options were vested of that date.

Warrants

As of June 30, 2018, we had warrants to purchase an aggregate of up to 366,104 shares of our common stock outstanding with an exercise price of $0.10 per share.

As of June 30, 2018, we had two warrants to purchase an aggregate of up to 10,351 shares of our convertible preferred stock outstanding with a weighted-average exercise price of $2.00 per share. Unless earlier exercised, these warrants will expire in 2023 and 2024, respectively. Upon the closing of this offering, these warrants will become exercisable for up to 10,351 shares of our common stock with a weighted-average exercise price of $2.00 per share.

Registration rights

Our Investor Rights Agreement grants the parties thereto certain registration rights in respect of the “registrable securities” held by them, which securities include shares of our common stock issued upon the conversion of shares of our convertible preferred stock, including: certain warrants for our convertible preferred stock that will convert to warrants to acquire shares of our common stock in connection with this offering; any shares of our common stock issued as a dividend or other distribution with respect to the shares described in the foregoing clause; and the shares of our common stock issued upon conversion or exercise of any convertible security then outstanding. The registration of shares of our common stock pursuant to the exercise of these registration rights would enable the holders thereof to sell such shares without restriction under the Securities Act when the applicable registration statement is declared effective. Under the Investor Rights Agreement, we will pay all expenses relating to such registrations, including the reasonable fees and disbursements of one counsel for the participating holders, and the holders will pay all underwriting discounts and commissions relating to the sale of their shares. The Investor Rights Agreement also includes customary indemnification and procedural terms.

Holders of 78,981,118 shares of our common stock (including shares issuable upon the conversion of our convertible preferred stock) are entitled to such registration rights pursuant to the Investor Rights Agreement. These registration rights will expire on the earlier of the date that is three years after the completion of this offering or, with respect to each stockholder following the completion of this offering, at such time as such stockholder can sell all of its registrable securities pursuant to Rule 144(b)(1)(i) of the Securities Act or holds one percent or less of our outstanding common stock and all of such stockholder’s registrable securities can be sold in any three month period without registration pursuant to Rule 144 of the Securities Act.

Demand registration rights

At any time beginning six months after the completion of this offering, certain holders of a majority of the registrable securities then outstanding may, on not more than two occasions, request that we prepare, file and maintain a registration statement to register at least a majority of their registrable securities then outstanding, or a lesser percentage of their registrable securities if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $7.5 million. Once we are eligible to use a registration statement on Form S-3, certain holders of not less than 25% of the registrable securities then outstanding may request that we prepare, file and maintain a registration statement on Form S-3 covering the sale of their registrable securities, but only if the anticipated offering price, net of underwriting discounts and commissions, would exceed $1 million.

Piggyback registration rights

In the event that we propose to register any of our securities under the Securities Act, either for our own account or for the account of other security holders, the stockholders party to the Investor Rights Agreement will be entitled to certain “piggyback” registration rights allowing them to include their registrable securities in such registration, subject to certain customary marketing and other limitations. As a result, whenever we propose to file a registration statement under the Securities Act other than with respect to a demand registration or a registration statement on

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Form S-4 or S-8, these holders will be entitled to notice of the registration and will have the right to include their registrable securities in the registration subject to certain limitations.

Anti-takeover provisions

Amended and restated certificate of incorporation and amended and restated bylaws

Because our stockholders do not have cumulative voting rights, our stockholders holding a majority of the voting power of our shares of common stock outstanding will be able to elect all of our directors. Our amended and restated certificate of incorporation and amended and restated bylaws to be effective upon the completion of this offering will provide that all stockholder actions must be effected at a duly called meeting of stockholders and not by consent in writing. A special meeting of stockholders may be called only by a majority of our board of directors, the chair of our board of directors or our chief executive officer.

Our amended and restated certificate of incorporation will further provide that, immediately after this offering, the affirmative vote of holders of at least sixty-six and two-thirds percent (66-2/3%) of the voting power of all of the then outstanding shares of voting stock, voting as a single class, will be required to amend certain provisions of our certificate of incorporation, including provisions relating to the size of the board, removal of directors, special meetings, actions by written consent and cumulative voting. The affirmative vote of holders of at least sixty-six and two-thirds percent (66-2/3%) of the voting power of all of the then outstanding shares of voting stock, voting as a single class, will be required to amend or repeal our bylaws, although our bylaws may be amended by a simple majority vote of our board of directors.

Our amended and restated certificate of incorporation will further provide that our board of directors is divided into three classes, Class I, Class II and Class III, with each class serving staggered terms.

Finally, our amended and restated certificate of incorporation will provide that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for: (i) any derivative action or proceeding brought on behalf of us; (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees or agents to us or our stockholders; (iii) any action asserting a claim against us arising pursuant to any provision of the Delaware General Corporation Law or our amended and restated certificate of incorporation or amended and restated bylaws; or (iv) any action asserting a claim against us governed by the internal affairs doctrine. The enforceability of similar choice of forum provisions in other companies’ certificates of incorporation has been challenged in legal proceedings, and it is possible that, in connection with any action, a court could find the choice of forum provisions contained in our amended and restated certificate of incorporation to be inapplicable or unenforceable in such action.

The foregoing provisions will make it more difficult for our existing stockholders to replace our board of directors as well as for another party to obtain control of our Company by replacing our board of directors. Since our board of directors has the power to retain and discharge our officers, these provisions could also make it more difficult for existing stockholders or another party to effect a change in management. In addition, the authorization of undesignated preferred stock makes it possible for our board of directors to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to change the control of our Company.

These provisions are intended to enhance the likelihood of continued stability in the composition of our board of directors and its policies and to discourage certain types of transactions that may involve an actual or threatened acquisition of our Company. These provisions are also designed to reduce our vulnerability to an unsolicited acquisition proposal and to discourage certain tactics that may be used in proxy rights. However, these provisions could have the effect of discouraging others from making tender offers for our shares and may have the effect of deterring hostile takeovers or delaying changes in control of our Company or our management. As a consequence, these provisions also may inhibit fluctuations in the market price of our stock that could result from actual or rumored takeover attempts.

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Section 203 of the Delaware General Corporation Law

We are subject to Section 203 of the Delaware General Corporation Law, which prohibits a Delaware corporation from engaging in any business combination with any interested stockholder for a period of three years after the date that such stockholder became an interested stockholder, with the following exceptions:

• before such date, the board of directors of the corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;

• upon closing of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction began, excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) those shares owned by (1) persons who are directors and also officers and (2) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or

• on or after such date, the business combination is approved by the board of directors and authorized at an annual or special meeting of the stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock that is not owned by the interested stockholder.

In general, Section 203 defines business combination to include the following:

• any merger or consolidation involving the corporation and the interested stockholder;

• any sale, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving the interested stockholder;

• subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder;

• any transaction involving the corporation that has the effect of increasing the proportionate share of the stock or any class or series of the corporation beneficially owned by the interested stockholder; or

• the receipt by the interested stockholder of the benefit of any loss, advances, guarantees, pledges or other financial benefits by or through the corporation.

In general, Section 203 defines an “interested stockholder” as an entity or person who, together with the person’s affiliates and associates, beneficially owns, or within three years prior to the time of determination of interested stockholder status did own, 15% or more of the outstanding voting stock of the corporation.

Limitations on liability and indemnification

See the section of this prospectus titled “Certain relationships and related party transactions—Limitation on liability and indemnification.”

Transfer agent and registrar

The transfer agent and registrar for our common stock is Computershare Trust Company, N.A. The transfer agent and registrar’s address is 250 Royall Street, Canton, Massachusetts 02021.

Listing

We have applied to have our common stock listed on the Nasdaq Global Select Market under the symbol “GH.”

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Shares eligible for future sale

Future sales of our common stock in the public market, or the availability of such shares for sale in the public market, could adversely affect market prices prevailing from time to time. As described below, only a limited number of shares will be available for sale shortly after this offering due to contractual and legal restrictions on resale. Nevertheless, sales of our common stock in the public market after such restrictions lapse, or the perception that those sales may occur, could adversely affect the prevailing market price at such time and our ability to raise equity capital in the future.

Based on the number of shares outstanding as of June 30, 2018, and after giving effect to the conversion of our outstanding convertible preferred stock into an aggregate of 78,970,767 shares of common stock and the issuance of 366,104 shares of common stock upon the exercise of outstanding common stock warrants immediately prior to the completion of this offering,                 shares of common stock will be outstanding, or                 shares of common stock if the underwriters exercise in full their option to purchase additional shares. All of the shares sold in this offering will be freely tradable unless purchased by our affiliates, as that term is defined in Rule 144 under the Securities Act. The remaining outstanding shares of our common stock will be “restricted securities” as that term is defined under Rule 144 of the Securities Act.

As a result of the lock-up agreements described below and the provisions of Rules 144 and 701 under the Securities Act, the shares of common stock that will be deemed restricted securities after this offering will be available for sale in the public market as follows:

•  no shares will be available for sale until 180 days after the date of this prospectus, subject to certain limited exceptions provided for in the lock-up agreements; and

• shares will be eligible for sale beginning more than 180 days after the date of this prospectus, subject, in the case of shares held by our affiliates, to the volume limitations under Rule 144.

Rule 144

Affiliate resales of restricted securities

In general, beginning 90 days after the effective date of the registration statement of which this prospectus is a part, a person who is an affiliate of ours, or who was an affiliate at any time during the 90 days before a sale, who has beneficially owned shares of our common stock for at least six months would be entitled to sell in a “broker’s transaction” or certain a “riskless principal transaction” or to market makers, a number of shares within any three-month period that does not exceed the greater of:

• 1% of the number of shares of our common stock then outstanding, which will equal approximately            shares of our common stock immediately after this offering; or

• the average weekly trading volume in shares of our common stock on the Nasdaq Global Select Market, or Nasdaq, during the four calendar weeks preceding the filing of a notice on Form 144 with respect to such sale.

Affiliate resales under Rule 144 are also subject to the availability of current public information about us. In addition, if the number of shares being sold under Rule 144 by an affiliate during any three-month period exceeds 5,000 shares or has an aggregate sale price in excess of $50,000, the seller must file a notice on Form 144 with the SEC and Nasdaq concurrently with either the placing of a sale order with the broker or the execution directly with a market maker.

Non-affiliate resales of restricted securities

In general, beginning 90 days after the effective date of the registration statement of which this prospectus is a part, a person who is not an affiliate of ours at the time of sale, and has not been an affiliate at any time during the three months preceding a sale, and who has beneficially owned shares of our common stock for at least six months but less than a year, is entitled to sell such shares subject only to the availability of current public information about us. If such person has held our shares for at least one year, such person can resell under Rule 144(b)(1) without

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regard to any Rule 144 restrictions, including the 90-day public company requirement and the current public information requirement.

Non-affiliate resales are not subject to the manner of sale, volume limitation or notice filing provisions of Rule 144.

Rule 701

In general, under Rule 701, any of an issuer’s employees, directors, officers, consultants or advisors who purchases shares from the issuer in connection with a compensatory stock or option plan or other written agreement before the effective date of a registration statement under the Securities Act is entitled to sell such shares 90 days after such effective date in reliance on Rule 144. An affiliate of the issuer can resell shares in reliance on Rule 144 without having to comply with the holding period requirement, and non-affiliates of the issuer can resell shares in reliance on Rule 144 without having to comply with the current public information and holding period requirements.

Lock-up agreements

In connection with this offering, our officers and directors and substantially all of our stockholders, warrant holders and option holders have each entered into a lock-up agreement with the underwriters of this offering that restricts the sale of shares of our common stock by those parties for a period of 180 days after the date of this prospectus without the prior written consent of J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated. J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, on behalf of the underwriters, may, in their sole discretion, choose to release any or all of the shares of our common stock subject to these lock-up agreements at any time prior to the expiration of the lock-up period without notice. For more information, see “Underwriting.”

Equity plans

We intend to file one or more registration statements on Form S-8 under the Securities Act to register all shares of common stock subject to outstanding stock options, as well as shares of common stock to be issued under our 2018 Plan. We expect to file the registration statement covering shares offered pursuant to the 2018 Plan shortly after the date of this prospectus, permitting the resale of such shares by nonaffiliates in the public market without restriction under the Securities Act and the sale by affiliates in the public market, subject to compliance with the resale provisions of Rule 144 and expiration or release from the terms of the lock-up agreements described above.

SoftBank put-call rights

Our joint venture agreement with SoftBank includes a put-call arrangement with respect to the shares of the joint venture held by SoftBank and its affiliates. We may issue additional shares of our capital stock as payment that may be required pursuant to these put and call rights as described in “Certain relationships and related party transactions—Joint venture with SoftBank.”

Registration rights

Upon the completion of this offering, the holders of approximately 78,981,118 shares of our common stock, or their permitted transferees, will be entitled to various rights with respect to the registration of these shares under the Securities Act. Registration of these shares under the Securities Act would result in these shares becoming fully tradable without restriction under the Securities Act immediately upon the effectiveness of the registration, except for shares purchased by affiliates. See “Description of capital stock—Registration rights” for additional information.

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Material U.S. federal income tax consequences to non-U.S. holders

The following discussion is a summary of the material U.S. federal income tax consequences to Non-U.S. Holders (as defined below) of the purchase, ownership and disposition of our common stock issued pursuant to this offering, but does not purport to be a complete analysis of all potential tax effects. The effects of other U.S. federal tax laws, such as estate and gift tax laws, and any applicable state, local or non-U.S. tax laws are not discussed. This discussion is based on the U.S. Internal Revenue Code of 1986, as amended, or the Internal Revenue Code, Treasury Regulations promulgated thereunder, judicial decisions and published rulings and administrative pronouncements of the U.S. Internal Revenue Service, or the IRS, in each case in effect as of the date hereof. These authorities may change or be subject to differing interpretations. Any such change or differing interpretation may be applied retroactively in a manner that could adversely affect a Non-U.S. Holder. We have not sought and will not seek any rulings from the IRS regarding the matters discussed below. There can be no assurance the IRS or a court will not take a contrary position to that discussed below regarding the tax consequences of the purchase, ownership and disposition of our common stock.

This discussion is limited to Non-U.S. Holders that hold our common stock as a “capital asset” within the meaning of Section 1221 of the Internal Revenue Code (generally, property held for investment). This discussion does not address all U.S. federal income tax consequences relevant to a Non-U.S. Holder’s particular circumstances, including the impact of the Medicare contribution tax on net investment income. In addition, it does not address consequences relevant to Non-U.S. Holders subject to special rules, including, without limitation:

• U.S. expatriates and former citizens or long-term residents of the United States;

• persons subject to the alternative minimum tax;

• persons holding our common stock as part of a hedge, straddle or other risk reduction strategy or as part of a conversion transaction or other integrated investment;

• banks, insurance companies and other financial institutions;

• brokers, dealers or traders in securities;

• “controlled foreign corporations,” “passive foreign investment companies” and corporations that accumulate earnings to avoid U.S. federal income tax;

• partnerships or other entities or arrangements treated as partnerships for U.S. federal income tax purposes (and investors therein);

• tax-exempt organizations or governmental organizations;

• persons deemed to sell our common stock under the constructive sale provisions of the Internal Revenue Code;

• tax-qualified retirement plans; and

• “qualified foreign pension funds” as defined in Section 897(l)(2) of the Internal Revenue Code and entities all of the interests of which are held by qualified foreign pension funds.

If an entity treated as a partnership for U.S. federal income tax purposes holds our common stock, the tax treatment of a partner in the partnership will depend on the status of the partner, the activities of the partnership and certain determinations made at the partner level. Accordingly, partnerships holding our common stock and the partners in such partnerships should consult their tax advisors regarding the U.S. federal income tax consequences to them.

THIS DISCUSSION IS NOT TAX ADVICE. INVESTORS SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF OUR COMMON STOCK ARISING UNDER THE U.S. FEDERAL ESTATE OR GIFT TAX LAWS OR UNDER THE LAWS OF ANY STATE, LOCAL OR NON-U.S. TAXING JURISDICTION OR UNDER ANY APPLICABLE INCOME TAX TREATY.

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Definition of Non-U.S. Holder

For purposes of this discussion, a “Non-U.S. Holder” is any beneficial owner of our common stock that is neither a “U.S. person” nor an entity treated as a partnership for U.S. federal income tax purposes. A U.S. person is any person that, for U.S. federal income tax purposes, is or is treated as any of the following:

• an individual who is a citizen or resident of the United States;

• a corporation created or organized under the laws of the United States, any state thereof or the District of Columbia;

• an estate, the income of which is subject to U.S. federal income tax regardless of its source; or

• a trust that (1) is subject to the primary supervision of a U.S. court and all substantial decisions of which are subject to the control of one or more “United States persons” (within the meaning of Section 7701(a)(30) of the Internal Revenue Code) or (2) has a valid election in effect to be treated as a United States person for U.S. federal income tax purposes.

Distributions

As described in the section of this prospectus entitled “Dividend policy,” we do not currently intend to pay any cash dividends in the foreseeable future. However, if we do make distributions of cash or property on our common stock, such distributions will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Amounts not treated as dividends for U.S. federal income tax purposes will constitute a return of capital and first be applied against and reduce a Non-U.S. Holder’s adjusted tax basis in its common stock, but not below zero. Any excess will be treated as capital gain and will be treated as described below under “—Sale or Other Taxable Disposition.”

Subject to the discussion below regarding effectively connected income, dividends paid to a Non-U.S. Holder will be subject to U.S. federal withholding tax at a rate of 30% of the gross amount of the dividends (or such lower rate specified by an applicable income tax treaty, provided the Non-U.S. Holder furnishes a valid IRS Form W-8BEN or W-8BEN-E (or other applicable documentation) certifying qualification for the lower treaty rate). A Non-U.S. Holder that does not timely furnish the required documentation, but that qualifies for a reduced treaty rate, may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS. Non-U.S. Holders should consult their tax advisors regarding their entitlement to benefits under any applicable tax treaties.

If dividends paid to a Non-U.S. Holder are effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, the Non-U.S. Holder maintains a permanent establishment in the United States to which such dividends are attributable), the Non-U.S. Holder will be exempt from the U.S. federal withholding tax described above. To claim the exemption, the Non-U.S. Holder must furnish to the applicable withholding agent a valid IRS Form W-8ECI, certifying that the dividends are effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States.

Any such effectively connected dividends will be subject to U.S. federal income tax on a net income basis at the regular graduated rates. A Non-U.S. Holder that is a corporation also may be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on such effectively connected dividends, as adjusted for certain items. Non-U.S. Holders should consult their tax advisors regarding any applicable tax treaties that may provide for different rules.

Sale or other taxable disposition

Subject to the discussions below regarding backup withholding and FATCA, a Non-U.S. Holder will not be subject to U.S. federal income tax on any gain realized upon the sale or other taxable disposition of our common stock unless:

• the gain is effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, the Non-U.S. Holder maintains a permanent establishment in the United States to which such gain is attributable);

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• the Non-U.S. Holder is a nonresident alien individual present in the United States for 183 days or more during the taxable year of the disposition and certain other requirements are met; or

• our common stock constitutes a U.S. real property interest, or a USRPI, by reason of our status as a U.S. real property holding corporation, or a USRPHC, for U.S. federal income tax purposes.

Gain described in the first bullet point above generally will be subject to U.S. federal income tax on a net income basis at the regular graduated rates. A Non-U.S. Holder that is a corporation also may be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on such effectively connected gain, as adjusted for certain items.

Gain described in the second bullet point above will be subject to U.S. federal income tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty), which may be offset by certain U.S. source capital losses of the Non-U.S. Holder (even though the individual is not considered a resident of the United States), provided the Non-U.S. Holder has timely filed U.S. federal income tax returns with respect to such losses.

With respect to the third bullet point above, we believe we currently are not, and do not anticipate becoming, a USRPHC. Because the determination of whether we are a USRPHC depends, however, on the fair market value of our USRPIs relative to the fair market value of our non-U.S. real property interests and our other business assets, there can be no assurance we currently are not a USRPHC or will not become one in the future. Even if we are or were to become a USRPHC, gain arising from the sale or other taxable disposition by a Non-U.S. Holder will not be subject to U.S. federal income tax if our common stock is “regularly traded,” as defined by applicable Treasury Regulations, on an established securities market, and such Non-U.S. Holder owned, actually and constructively, 5% or less of our common stock throughout the shorter of the five-year period ending on the date of the sale or other taxable disposition or the Non-U.S. Holder’s holding period.

Non-U.S. Holders should consult their tax advisors regarding any applicable tax treaties that may provide for different rules.

Information reporting and backup withholding

Payments of dividends on our common stock will not be subject to backup withholding, provided the Non-U.S. Holder certifies its non-U.S. status, such as by furnishing a valid IRS Form W-8BEN, W-8BEN-E or W-8ECI, or otherwise establishes an exemption. However, information returns are required to be filed with the IRS in connection with any dividends on our common stock paid to the Non-U.S. Holder, regardless of whether any tax was actually withheld. In addition, proceeds of the sale or other taxable disposition of our common stock within the United States or conducted through certain U.S.-related brokers generally will not be subject to backup withholding or information reporting if the applicable withholding agent receives the certification described above or the Non-U.S. Holder otherwise establishes an exemption. Proceeds of a disposition of our common stock conducted through a non-U.S. office of a non-U.S. broker that does not have certain enumerated relationships with the United States generally will not be subject to backup withholding or information reporting.

Copies of information returns that are filed with the IRS may also be made available under the provisions of an applicable treaty or agreement to the tax authorities of the country in which the Non-U.S. Holder resides or is established.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a Non-U.S. Holder’s U.S. federal income tax liability, provided the required information is timely furnished to the IRS.

Additional withholding tax on payments made to foreign accounts

Withholding taxes may be imposed under Sections 1471 to 1474 of the Internal Revenue Code (such Sections commonly referred to as the Foreign Account Tax Compliance Act, or FATCA) on certain types of payments made to non-U.S. financial institutions and certain other non-U.S. entities. Specifically, a 30% withholding tax may be imposed on dividends on, or gross proceeds from the sale or other disposition of, our common stock paid to a “foreign financial institution” or a “non-financial foreign entity” (each as defined in the Internal Revenue Code),

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unless (1) the foreign financial institution undertakes certain diligence and reporting obligations, (2) the non-financial foreign entity either certifies it does not have any “substantial United States owners” (as defined in the Internal Revenue Code) or furnishes identifying information regarding each substantial United States owner or (3) the foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption from these rules. If the payee is a foreign financial institution and is subject to the diligence and reporting requirements in (1) above, it must enter into an agreement with the U.S. Department of the Treasury requiring, among other things, that it undertake to identify accounts held by certain “specified United States persons” or “United States-owned foreign entities” (each as defined in the Internal Revenue Code), annually report certain information about such accounts and withhold 30% on certain payments to non-compliant foreign financial institutions and certain other account holders. Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing FATCA may be subject to different rules.

Under the applicable Treasury Regulations and administrative guidance, withholding under FATCA generally applies to payments of dividends on our common stock, and, beginning on January 1, 2019, will apply to payments of gross proceeds from the sale or other disposition of such stock.

Prospective investors should consult their tax advisors regarding the potential application of withholding under FATCA to their investment in our common stock.

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Underwriting

We are offering the shares of common stock described in this prospectus through a number of underwriters. J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated are acting as joint book‑running managers of the offering and as representatives of the underwriters. We have entered into an underwriting agreement with the underwriters. Subject to the terms and conditions of the underwriting agreement, we have agreed to sell to the underwriters, and each underwriter has severally agreed to purchase, at the public offering price less the underwriting discounts and commissions set forth on the cover page of this prospectus, the number of shares of common stock listed next to its name in the following table:

Name	Number of Shares
J.P. Morgan Securities LLC
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Cowen and Company, LLC
Leerink Partners LLC
William Blair & Company, L.L.C.
Total

The underwriters are committed to purchase all the shares of common stock offered by us if they purchase any shares. The underwriting agreement also provides that if an underwriter defaults, the purchase commitments of non-defaulting underwriters may also be increased or the offering may be terminated.

The underwriters propose to offer the common stock directly to the public at the initial public offering price set forth on the cover page of this prospectus and to certain dealers at that price less a concession not in excess of $          per share. Any such dealers may resell shares to certain other brokers or dealers at a discount of up to $          per share from the initial public offering price. After the initial offering of the shares to the public, if all of the shares of common stock are not sold at the initial public offering price, the underwriters may change the offering price and the other selling terms. Sales of shares made outside of the United States may be made by affiliates of the underwriters.

The underwriters have an option to buy up to            additional shares of common stock from us to cover sales of shares by the underwriters which exceed the number of shares specified in the table above. The underwriters have 30 days from the date of this prospectus to exercise this option to purchase additional shares. If any shares are purchased with this option to purchase additional shares, the underwriters will purchase shares in approximately the same proportion as shown in the table above. If any additional shares of common stock are purchased, the underwriters will offer the additional shares on the same terms as those on which the shares are being offered.

The underwriting fee is equal to the public offering price per share of common stock less the amount paid by the underwriters to us per share of common stock. The underwriting fee is $          per share. The following table shows the per share and total underwriting discounts and commissions to be paid to the underwriters assuming both no exercise and full exercise of the underwriters’ option to purchase additional shares.

	Without option to purchase additional shares exercise	With full option to purchase additional shares exercise
Per Share	$	$
Total	$	$

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We estimate that the total expenses of this offering, including registration, filing and listing fees, printing fees and legal and accounting expenses, but excluding the underwriting discounts and commissions, will be approximately $             . We have agreed to reimburse the underwriters for expenses relating to the clearance of this offering with the Financial Industry Regulatory Authority, Inc. in an amount up to $             .

A prospectus in electronic format may be made available on the web sites maintained by one or more underwriters, or selling group members, if any, participating in the offering. The underwriters may agree to allocate a number of shares to underwriters and selling group members for sale to their online brokerage account holders. Internet distributions will be allocated by the representatives to underwriters and selling group members that may make Internet distributions on the same basis as other allocations.

Wehave agreed that we will not (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise dispose of, directly or indirectly, or file with the SEC, a registration statement under the Securities Act relating to, any shares of our common stock or securities convertible into or exchangeable or exercisable for any shares of our common stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing or (ii) enter into any swap or other arrangement that transfers all or a portion of the economic consequences associated with the ownership of any shares of common stock or any such other securities (regardless of whether any of these transactions are to be settled by the delivery of shares of common stock or such other securities, in cash or otherwise), in each case without the prior written consent of J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated for a period of 180 days after the date of this prospectus, subject to certain exceptions.

Our directors and executive officers, and substantially all of our securityholders have entered into lock‑up agreements with the underwriters prior to the commencement of this offering pursuant to which each of these persons or entities, with limited exceptions, for a period of 180 days after the date of this prospectus, may not, without the prior written consent of J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of our common stock or any securities convertible into or exercisable or exchangeable for our common stock (including, without limitation, common stock or such other securities which may be deemed to be beneficially owned by such directors, executive officers, managers and members in accordance with the rules and regulations of the SEC and securities which may be issued upon exercise of a stock option or warrant) or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the common stock or such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of common stock or such other securities, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration of any shares of our common stock or any security convertible into or exercisable or exchangeable for our common stock.

The restrictions described in the immediately preceding paragraph do not apply to, among other items:

(i) transfers as a bona fide gift or gifts;

(ii) transfers to partners, members, beneficiaries (or the estates thereof) or stockholders of the securityholder;

(iii) transfers to any trust for the direct or indirect benefit of the securityholder or the immediate family of the securityholder;

(iv) transfers to any corporation, partnership, limited liability company, trust or other entity that controls, or is controlled by or is under common control with, the securityholder or the immediate family of the securityholder or is otherwise a direct or indirect affiliate;

(v) transfers by testate succession or intestate succession to a legal representative, heir, beneficiary or a member of the immediate family of the securityholder, provided that any filing under Section 16 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, shall clearly indicate in the footnotes thereto that the filing relates to the circumstances described in this clause and no other public announcement shall be required or shall be made voluntarily during the restricted period in connection with such transfer or disposition;

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(vi) transfers by operation of law, including pursuant to an order of a court (including a domestic order or a negotiated divorce settlement) or regulatory agency, provided that any filing under Section 16 of the Exchange Act shall clearly indicate in the footnotes thereto that the filing relates to the circumstances described in this clause and no other public announcement shall be required or shall be made voluntarily during the restricted period in connection with such transfer or disposition; or

(vii) transfers pursuant to a merger, consolidation or other similar transaction or bona fide third-party tender offer made to all holders of our capital stock involving a change of control of our, that, in each case, has been approved by our board of directors, provided that in the event that such transaction is not completed, the securityholder’s common stock and securities convertible into or exercisable or exchangeable for common stock shall remain subject to the restrictions contained in the lockup agreement;

provided that in the case of any transfer or distribution pursuant to clause (i)-(viii), each transferee, donee or distributee, as applicable, shall execute and deliver to the representatives a lockup agreement and such transfer or distribution shall not involve a disposition for value; and provided further that in the case of any transfer or distribution pursuant to clause (ii)-(v), no filing by any party (donor, donee, transferor or transferee) under Section 16(a) of the Exchange Act or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the restricted period).

In addition, the restrictions described above shall not apply to:

(i) the exercise (including by net or cashless exercise) of stock options granted pursuant to our equity incentive plans that are described in this prospectus or warrants or any other securities existing as of the date of this prospectus, which securities are convertible into or exchangeable or exercisable for common stock, provided that such restrictions shall apply to any shares of common stock issued upon such exercise, exchange or conversion, and provided further that no filing under Section 16(a) of the Exchange Act or other public filing, report or announcement reporting a reduction in the aggregate beneficial ownership of shares of common stock shall be required or shall be voluntarily made during the period continuing to and including the date that is 30 days after the date of this prospectus, or the “30 Day Period,” and after the 30 Day Period, if the securityholder is required to file a report under Section 16(a) of the Exchange Act reporting a reduction in the aggregate beneficial ownership of the shares of common stock during the restricted period, the securityholder shall clearly indicate in the footnotes thereto that the filing relates to the circumstances described in this paragraph (i) and no other public filing or announcement shall be required or shall be made voluntarily in connection with such exercise (other than a filing on a Form 5 made after the expiration of the restricted period);

(ii) the transfer or surrender to our company of any shares of common stock to cover tax withholdings upon a vesting event or settlement, as applicable, of any equity award under any of our equity incentive plans existing as of the date of this prospectus that are described in this prospectus or in an exhibit filed with this registration statement, provided that the underlying shares of common stock shall continue to be subject to the restrictions on transfer set forth in this lockup agreement and provided further that no filing under Section 16(a) of the Exchange Act or other public filing, report or announcement reporting a reduction in the aggregate beneficial ownership of shares of common stock shall be required or shall be voluntarily made during the 30 Day Period, and after the 30 Day Period, if the securityholder is required to file a report under Section 16(a) of the Exchange Act reporting a reduction in the aggregate beneficial ownership of the shares of common stock during the restricted period, the securityholder shall clearly indicate in the footnotes thereto that the filing relates to the circumstances described in this paragraph (ii) and no other public filing or announcement shall be required or shall be made voluntarily in connection with such transfer or surrender (other than a filing on a Form 5 made after the expiration of the restricted period);

(iii) the transfer or disposition of any shares of common stock purchased by the securityholder on the open market following this offering, provided that no filing by the securityholder under Section 16(a) of the Exchange Act or other public announcement shall be required or shall be made voluntarily in connection with such transfer or disposition (other than a filing on a Form 5 made after the expiration of the restricted period);

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(iv) the transfer of shares of common stock to our company pursuant to any contractual arrangement that provides us with an option to repurchase such shares of common stock in connection with the termination of the securityholder’s employment with us, provided that, if such transfer is made on or after the date of this prospectus, such contractual arrangement (or a form thereof) is described in this prospectus or filed as an exhibit to this registration statement, and provided further that no filing under Section 16(a) of the Exchange Act or other public filing, report or announcement reporting a reduction in beneficial ownership of shares of common stock shall be required or shall be voluntarily made during the restricted period within 60 days after the date the securityholder ceases to provide services to our company, and after such 60th day, if the securityholder is required to file a report under Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of shares of common stock during the restricted period, the securityholder shall clearly indicate in the footnotes thereto that the filing relates to the termination of the undersigned’s employment or other services; or

(v) the establishment of any contract, instruction or plan, or a “Plan,” that satisfies all of the applicable requirements of Rule 10b5-1 under the Exchange Act, provided that no sales of the securityholder’s securities shall be made pursuant to such a Plan prior to the expiration of the restricted period, and such a Plan may only be established if the securityholder makes no required or voluntary filing under Section 16(a) of the Exchange Act or other public announcement of the establishment or existence thereof prior to the expiration of the restricted period.

We have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act.

We have applied to have our common stock approved for listing on the Nasdaq Global Select Market under the symbol “GH.”

In connection with this offering, the underwriters may engage in stabilizing transactions, which involves making bids for, purchasing and selling shares of common stock in the open market for the purpose of preventing or retarding a decline in the market price of the common stock while this offering is in progress. These stabilizing transactions may include making short sales of the common stock, which involves the sale by the underwriters of a greater number of shares of common stock than they are required to purchase in this offering, and purchasing shares of common stock on the open market to cover positions created by short sales. Short sales may be “covered” shorts, which are short positions in an amount not greater than the underwriters’ option to purchase additional shares referred to above, or may be “naked” shorts, which are short positions in excess of that amount. The underwriters may close out any covered short position either by exercising their option to purchase additional shares, in whole or in part, or by purchasing shares in the open market. In making this determination, the underwriters will consider, among other things, the price of shares available for purchase in the open market compared to the price at which the underwriters may purchase shares through the option to purchase additional shares. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the common stock in the open market that could adversely affect investors who purchase in this offering. To the extent that the underwriters create a naked short position, they will purchase shares in the open market to cover the position.

The underwriters have advised us that, pursuant to Regulation M of the Securities Act, they may also engage in other activities that stabilize, maintain or otherwise affect the price of the common stock, including the imposition of penalty bids. This means that if the representatives of the underwriters purchase common stock in the open market in stabilizing transactions or to cover short sales, the representatives can require the underwriters that sold those shares as part of this offering to repay the underwriting discount received by them.

These activities may have the effect of raising or maintaining the market price of the common stock or preventing or retarding a decline in the market price of the common stock, and, as a result, the price of the common stock may be higher than the price that otherwise might exist in the open market. If the underwriters commence these activities, they may discontinue them at any time. The underwriters may carry out these transactions on the Nasdaq Global Select Market, in the over‑the‑counter market or otherwise.

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Prior to this offering, there has been no public market for our common stock. The initial public offering price will be determined by negotiations between us and the representatives of the underwriters. In determining the initial public offering price, we and the representatives of the underwriters expect to consider a number of factors including:

• the information set forth in this prospectus and otherwise available to the representatives;

• our prospects and the history and prospects for the industry in which we compete;

• an assessment of our management;

• our prospects for future earnings;

• the general condition of the securities markets at the time of this offering;

• the recent market prices of, and demand for, publicly traded common stock of generally comparable companies; and

• other factors deemed relevant by the underwriters and us.

Neither we nor the underwriters can assure investors that an active trading market will develop for our common shares, or that the shares will trade in the public market at or above the initial public offering price.

Other relationships

Certain of the underwriters and their affiliates have provided in the past to us and our affiliates and may provide from time to time in the future certain commercial banking, financial advisory, investment banking and other services for us and such affiliates in the ordinary course of their business, for which they have received and may continue to receive customary fees and commissions. In addition, from time to time, certain of the underwriters and their affiliates may effect transactions for their own account or the account of customers, and hold on behalf of themselves or their customers, long or short positions in our debt or equity securities or loans, and may do so in the future.

Selling restrictions 

Other than in the United States, no action has been taken by us or the underwriters that would permit a public offering of the securities offered by this prospectus in any jurisdiction where action for that purpose is required. The securities offered by this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.

Notice to prospective investors in the European Economic Area

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State, no offer of shares may be made to the public in that Relevant Member State other than:

(a) to any legal entity which is a qualified investor as defined in the Prospectus Directive;

(b) to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), subject to obtaining the prior consent of the underwriters; or

(c) in any other circumstances falling within Article 3(2) of the Prospectus Directive,

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provided that no such offer of shares shall require the Company or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive and each person who initially acquires any shares or to whom any offer is made will be deemed to have represented, acknowledged and agreed to and with each of the underwriters and the Company that it is a “qualified investor” within the meaning of the law in that Relevant Member State implementing Article 2(1)(e) of the Prospectus Directive.

In the case of any shares being offered to a financial intermediary as that term is used in Article 3(2) of the Prospectus Directive, each such financial intermediary will be deemed to have represented, acknowledged and agreed that the shares acquired by it in the offer have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of any shares to the public other than their offer or resale in a Relevant Member State to qualified investors as so defined or in circumstances in which the prior consent of the representatives has been obtained to each such proposed offer or resale.

For the purposes of this provision, the expression an “offer of shares to the public” in relation to any shares in any Relevant Member State means the communication in any form and by means of sufficient information on the terms of the offer and the shares to be offered so as to enable an investor to decide to purchase shares, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression “Prospectus Directive” means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU), and includes any relevant implementing measure in the Relevant Member State.

Notice to prospective investors in the United Kingdom

In addition, in the United Kingdom, this document is being distributed only to, and is directed only at, and any offer subsequently made may only be directed at persons who are “qualified investors” (as defined in the Prospectus Directive) (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) and/or (ii) who are high net worth companies (or persons to whom it may otherwise be lawfully communicated) falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”) or otherwise in circumstances which have not resulted and will not result in an offer to the public of the shares in the United Kingdom within the meaning of the Financial Services and Markets Act 2000.

Any person in the United Kingdom that is not a relevant person should not act or rely on the information included in this document or use it as basis for taking any action. In the United Kingdom, any investment or investment activity that this document relates to may be made or taken exclusively by relevant persons.

Notice to prospective investors in Canada

The shares may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the shares must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.

Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

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Notice to prospective investors in Switzerland

The shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange, or SIX, or on any other stock exchange or regulated trading facility in Switzerland. This document does not constitute a prospectus within the meaning of, and has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the shares or the offering may be publicly distributed or otherwise made publicly available in Switzerland.

Neither this document nor any other offering or marketing material relating to the offering, the Company or the shares has been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of shares will not be supervised by, the Swiss Financial Market Supervisory Authority FINMA, and the offer of shares has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes, or CISA. The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of shares.

Notice to prospective investors in the Dubai International Financial Centre

This document relates to an Exempt Offer in accordance with the Markets Rules 2012 of the Dubai Financial Services Authority, or DFSA. This document is intended for distribution only to persons of a type specified in the Markets Rules 2012 of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this prospectus nor taken steps to verify the information set forth herein and has no responsibility for this document. The securities to which this document relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the securities offered should conduct their own due diligence on the securities. If you do not understand the contents of this document you should consult an authorized financial advisor.

In relation to its use in the Dubia International Financial Centre, or DIFC, this document is strictly private and confidential and is being distributed to a limited number of investors and must not be provided to any person other than the original recipient, and may not be reproduced or used for any other purpose. The interests in the securities may not be offered or sold directly or indirectly to the public in the DIFC.

Notice to prospective investors in the United Arab Emirates

The shares have not been, and are not being, publicly offered, sold, promoted or advertised in the United Arab Emirates (including the Dubai International Financial Centre) other than in compliance with the laws of the United Arab Emirates (and the Dubai International Financial Centre) governing the issue, offering and sale of securities. Further, this prospectus does not constitute a public offer of securities in the United Arab Emirates (including the Dubai International Financial Centre) and is not intended to be a public offer. This prospectus has not been approved by or filed with the Central Bank of the United Arab Emirates, the Securities and Commodities Authority or the Dubai Financial Services Authority.

Notice to prospective investors in Australia

This prospectus:

• does not constitute a product disclosure document or a prospectus under Chapter 6D.2 of the Corporations Act 2001 (Cth), or the Corporations Act;

• has not been, and will not be, lodged with the Australian Securities and Investments Commission, or ASIC, as a disclosure document for the purposes of the Corporations Act and does not purport to include the information required of a disclosure document under Chapter 6D.2 of the Corporations Act;

• does not constitute or involve a recommendation to acquire, an offer or invitation for issue or sale, an offer or invitation to arrange the issue or sale, or an issue or sale, of interests to a “retail client” (as defined in section 761G of the Corporations Act and applicable regulations) in Australia; and

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• may only be provided in Australia to select investors who are able to demonstrate that they fall within one or more of the categories of investors, or Exempt Investors, available under section 708 of the Corporations Act.

The shares may not be directly or indirectly offered for subscription or purchased or sold, and no invitations to subscribe for or buy the shares may be issued, and no draft or definitive offering memorandum, advertisement or other offering material relating to any shares may be distributed in Australia, except where disclosure to investors is not required under Chapter 6D of the Corporations Act or is otherwise in compliance with all applicable Australian laws and regulations. By submitting an application for the shares, you represent and warrant to us that you are an Exempt Investor.

As any offer of shares under this document will be made without disclosure in Australia under Chapter 6D.2 of the Corporations Act, the offer of those securities for resale in Australia within 12 months may, under section 707 of the Corporations Act, require disclosure to investors under Chapter 6D.2 if none of the exemptions in section 708 applies to that resale. By applying for the shares you undertake to us that you will not, for a period of 12 months from the date of issue of the shares, offer, transfer, assign or otherwise alienate those securities to investors in Australia except in circumstances where disclosure to investors is not required under Chapter 6D.2 of the Corporations Act or where a compliant disclosure document is prepared and lodged with ASIC.

Notice to prospective investors in Japan

The shares have not been and will not be registered pursuant to Article 4, Paragraph 1 of the Financial Instruments and Exchange Act. Accordingly, none of the shares nor any interest therein may be offered or sold, directly or indirectly, in Japan or to, or for the benefit of, any “resident” of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to or for the benefit of a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Act and any other applicable laws, regulations and ministerial guidelines of Japan in effect at the relevant time.

Notice to prospective investors in Hong Kong

The shares have not been offered or sold and will not be offered or sold in Hong Kong, by means of any document, other than (a) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (b) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance. No advertisement, invitation or document relating to the shares has been or may be issued or has been or may be in the possession of any person for the purposes of issue, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the Securities and Futures Ordinance and any rules made under that Ordinance.

Notice to prospective investors in Singapore

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of shares may not be circulated or distributed, nor may the shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore, or the SFA, (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

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Where the shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is:

a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or

b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor,

securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the shares pursuant to an offer made under Section 275 of the SFA except:

a) to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;

b) where no consideration is or will be given for the transfer;

c) where the transfer is by operation of law;

d) as specified in Section 276(7) of the SFA; or

e) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore.

Notice to prospective investors in Bermuda

Shares may be offered or sold in Bermuda only in compliance with the provisions of the Investment Business Act of 2003 of Bermuda which regulates the sale of securities in Bermuda. Additionally, non-Bermudian persons (including companies) may not carry on or engage in any trade or business in Bermuda unless such persons are permitted to do so under applicable Bermuda legislation.

Notice to prospective investors in Saudi Arabia

This document may not be distributed in the Kingdom of Saudi Arabia except to such persons as are permitted under the Offers of Securities Regulations as issued by the board of the Saudi Arabian Capital Market Authority, or the CMA, pursuant to resolution number 2-11-2004 dated 4 October 2004 as amended by resolution number 1-28-2008, as amended. The CMA does not make any representation as to the accuracy or completeness of this document and expressly disclaims any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this document. Prospective purchasers of the securities offered hereby should conduct their own due diligence on the accuracy of the information relating to the securities. If you do not understand the contents of this document, you should consult an authorized financial adviser.

Notice to prospective investors in the British Virgin Islands

The shares are not being, and may not be offered to the public or to any person in the British Virgin Islands for purchase or subscription by or on behalf of the Company. The Company may be offered to companies incorporated under the BVI Business Companies Act, 2004 (British Virgin Islands), or BCI Companies, but only where the offer will be made to, and received by, the relevant BVI Company entirely outside of the British Virgin Islands. This prospectus has not been, and will not be, registered with the Financial Services Commission of the British Virgin Islands. No registered prospectus has been or will be prepared in respect of the shares for the purposes of the Securities and Investment Business Act, 2010 or the Public Issuers Code of the British Virgin Islands.

Notice to prospective investors in China

This prospectus does not constitute a public offer of shares, whether by sale or subscription, in the People’s Republic of China, or PRC. The shares are not being offered or sold directly or indirectly in the PRC to or for the benefit of legal or natural persons of the PRC.

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Further, no legal or natural persons of the PRC may directly or indirectly purchase any of the shares or any beneficial interest therein without obtaining all prior PRC’s governmental approvals that are required, whether statutorily or otherwise. Persons who come into possession of this document are required by the issuer and its representatives to observe these restrictions.

Notice to prospective investors in Korea

The shares have not been and will not be registered under the Financial Investments Services and Capital Markets Act of Korea and the decrees and regulations thereunder, or FSCMA, and the shares have been and will be offered in Korea as a private placement under the FSCMA. None of the shares may be offered, sold or delivered directly or indirectly, or offered or sold to any person for re-offering or resale, directly or indirectly, in Korea or to any resident of Korea except pursuant to the applicable laws and regulations of Korea, including the FSCMA and the Foreign Exchange Transaction Law of Korea and the decrees and regulations thereunder, or FETL. Furthermore, the purchaser of the shares shall comply with all applicable regulatory requirements (including but not limited to requirements under the FETL) in connection with the purchase of the shares. By the purchase of the shares, the relevant holder thereof will be deemed to represent and warrant that if it is in Korea or is a resident of Korea, it purchased the shares pursuant to the applicable laws and regulations of Korea.

Notice to prospective investors in Malaysia

No prospectus or other offering material or document in connection with the offer and sale of the shares has been or will be registered with the Securities Commission of Malaysia, or the Commission, for the Commission’s approval pursuant to the Capital Markets and Services Act 2007. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the shares may not be circulated or distributed, nor may the shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Malaysia other than (i) a closed end fund approved by the Commission; (ii) a holder of a Capital Markets Services License; (iii) a person who acquires the shares, as principal, if the offer is on terms that the shares may only be acquired at a consideration of not less than RM250,000 (or its equivalent in foreign currencies) for each transaction; (iv) an individual whose total net personal assets or total net joint assets with his or her spouse exceeds RM3 million (or its equivalent in foreign currencies), excluding the value of the primary residence of the individual; (v) an individual who has a gross annual income exceeding RM300,000 (or its equivalent in foreign currencies) per annum in the preceding twelve months; (vi) an individual who, jointly with his or her spouse, has a gross annual income of RM400,000 (or its equivalent in foreign currencies), per annum in the preceding twelve months; (vii) a corporation with total net assets exceeding RM10 million (or its equivalent in a foreign currencies) based on the last audited accounts; (viii) a partnership with total net assets exceeding RM10 million (or its equivalent in foreign currencies); (ix) a bank licensee or insurance licensee as defined in the Labuan Financial Services and Securities Act 2010; (x) an Islamic bank licensee or takaful licensee as defined in the Labuan Financial Services and Securities Act 2010; and (xi) any other person as may be specified by the Commission; provided that, in the each of the preceding categories (i) to (xi), the distribution of the shares is made by a holder of a Capital Markets Services License who carries on the business of dealing in securities. The distribution in Malaysia of this prospectus is subject to Malaysian laws. This prospectus does not constitute and may not be used for the purpose of public offering or an issue, offer for subscription or purchase, invitation to subscribe for or purchase any securities requiring the registration of a prospectus with the Commission under the Capital Markets and Services Act 2007.

Notice to prospective investors in Taiwan

The shares have not been and will not be registered with the Financial Supervisory Commission of Taiwan pursuant to relevant securities laws and regulations and may not be sold, issued or offered within Taiwan through a public offering or in circumstances which constitutes an offer within the meaning of the Securities and Exchange Act of Taiwan that requires a registration or approval of the Financial Supervisory Commission of Taiwan. No person or entity in Taiwan has been authorized to offer, sell, give advice regarding or otherwise intermediate the offering and sale of the shares in Taiwan.

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Notice to prospective investors in South Africa

Due to restrictions under the securities laws of South Africa, the shares are not offered, and the offer shall not be transferred, sold, renounced or delivered, in South Africa or to a person with an address in South Africa, unless one or other of the following exemptions applies:

a) the offer, transfer, sale, renunciation or delivery is to:

i) persons whose ordinary business is to deal in securities, as principal or agent;

ii) the South African Public Investment Corporation;

iii) persons or entities regulated by the Reserve Bank of South Africa;

iv) authorized financial service providers under South African law;

v) financial institutions recognized as such under South African law;

vi) a wholly-owned subsidiary of any person or entity contemplated in (c), (d) or (e), acting as agent in the capacity of an authorized portfolio manager for a pension fund or collective investment scheme (in each case duly registered as such under South African law); or

vii) any combination of the person in (a) to (f); or

b) the total contemplated acquisition cost of the securities, for any single addressee acting as principal is equal to or greater than ZAR1,000,000.

No “offer to the public” (as such term is defined in the South African Companies Act, No. 71 of 2008 (as amended or re-enacted), or the South African Companies Act,) in South Africa is being made in connection with the issue of the shares. Accordingly, this document does not, nor is it intended to, constitute a “registered prospectus” (as that term is defined in the South African Companies Act) prepared and registered under the South African Companies Act and has not been approved by, and/or filed with, the South African Companies and Intellectual Property Commission or any other regulatory authority in South Africa. Any issue or offering of the shares in South Africa constitutes an offer of the shares in South Africa for subscription or sale in South Africa only to persons who fall within the exemption from “offers to the public” set out in section 96(1)(a) of the South African Companies Act. Accordingly, this document must not be acted on or relied on by persons in South Africa who do not fall within section 96(1)(a) of the South African Companies Act, or SA Relevant Persons. Any investment or investment activity to which this document relates is available in South Africa only to SA Relevant Persons and will be engaged in South Africa only with SA relevant persons.

182

Legal matters

The validity of the issuance of our common stock offered in this prospectus will be passed upon for us by Latham & Watkins LLP. Cooley LLP is acting as counsel for the underwriters in connection with this offering.

Experts

Ernst & Young LLP, independent registered public accounting firm, has audited our financial statements and related notes at December 31, 2016 and 2017, and for each of the two years in the period ended December 31, 2017, as set forth in their report. We have included our financial statements in this prospectus and elsewhere in the registration statement in reliance on Ernst & Young LLP’s report, given on their authority as experts in accounting and auditing.

Where you can find more information

We have filed with the SEC, a registration statement on Form S-1 under the Securities Act with respect to the common stock offered hereby. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement or the exhibits and schedules filed therewith. For further information with respect to Guardant Health, Inc. and the shares of common stock offered hereby, reference is made to the registration statement and the exhibits and schedules filed therewith. Statements contained in this prospectus regarding the contents of any contract or any other document that is filed as an exhibit to the registration statement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the registration statement. A copy of the registration statement and the exhibits and schedules filed therewith may be inspected without charge at the public reference room maintained by the SEC, located at 100 F Street N.E., Room 1580, Washington, D.C. 20549, and copies of all or any part of the registration statement may be obtained from such offices upon the payment of the fees prescribed by the SEC. Please call the SEC at 1-800-SEC-0330 for further information about the public reference room. The SEC also maintains a website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. The address is www.sec.gov.

We maintain a website at www.guardanthealth.com. The reference to our website address does not constitute incorporation by reference of the information contained on our website,and you should not consider information on our website to be part of this prospectus.

You may also request a copy of these filings, at no cost to you, by writing or telephoning us at the following address:

Guardant Health, Inc.

505 Penobscot Drive

Redwood City, California 94063

Attention: Chief Legal Officer

(855) 698-8887

183

Guardant Health, Inc.

Index to Audited Financial Statements

As of December 31, 2016 and 2017, and

For the Years Ended December 31, 2016 and 2017

	Page
Report of Independent Registered Public Accounting Firm	F-2
Balance Sheets	F-3
Statements of Operations	F-5
Statements of Comprehensive Loss	F-6
Statements of Stockholders’ Equity	F-7
Statements of Cash Flows	F-8
Notes to Financial Statements	F-10

Index to Unaudited Condensed Consolidated Financial Statements

As of June 30, 2018, and

For the Six Months Ended June 30, 2017 and 2018

	Page
Condensed Consolidated Balance Sheets	F-38
Condensed Consolidated Statements of Operations	F-40
Condensed Consolidated Statements of Comprehensive Loss	F-41
Condensed Consolidated Statement of Redeemable Noncontrolling Interest and Stockholders’ Equity	F-42
Condensed Consolidated Statements of Cash Flows	F-43
Notes to Unaudited Condensed Consolidated Financial Statements	F-45

F-1

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of

Guardant Health, Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Guardant Health, Inc. (the Company) as of December 31, 2016 and 2017, the related statements of operations, comprehensive loss, stockholders' equity and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2016 and 2017, and the results of its operations and its cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Ernst & Young LLP

Redwood City, California

We have served as the Company’s auditor since 2015.

July 5, 2018,

except for Note 7, as to which the date is

August 13, 2018.

F-2

Guardant Health, Inc.

Balance Sheets

(in thousands, except share and per share data)

	December 31,
	2016		2017
ASSETS
Current assets:
Cash and cash equivalents	$	33,591	$	72,280
Short-term marketable securities	61,665		149,040
Accounts receivable	3,495		12,787
Inventory	2,769		7,287
Prepaid expenses and other current assets	1,571		1,541
Total current assets	103,091		242,935
Long-term marketable securities	—		73,254
Property and equipment, net	12,634		16,036
Capitalized license fees	—		8,739
Other assets	840		1,974
Total Assets	$	116,565	$	342,938
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	3,157	$	4,998
Accrued compensation	2,563		4,911
Accrued expenses	1,794		6,406
Capital lease, current	131		199
Deferred rent, current	707		—
Deferred revenue	1,898		3,113
Royalty liability	4,028		—
Total current liabilities	14,278		19,627
Senior term loan	16,482		—
Capital lease, net of current portion	426		460
Deferred rent, net of current portion	5,626		6,537
Obligation related to royalty	—		7,708
Other long-term liabilities	57		—
Total Liabilities	$	36,869	$	34,332
Commitments and contingencies (Note 7)

F-3

Stockholders’ equity:
Convertible preferred stock, par value of $0.00001 per share; 42,505,697 and 80,104,464 shares authorized as of December 31, 2016 and 2017; 40,181,923 and 78,627,369 shares issued and outstanding as of December 31, 2016 and 2017 with aggregate liquidation preference of $501,410 as of December 31, 2017	179,997			499,974
Common stock, par value of $0.00001 per share; 69,012,466 and 111,853,396 shares authorized as of December 31, 2016 and 2017; 17,869,668 and 16,124,868 shares issued and outstanding as of December 31, 2016 and 2017	—			—
Additional paid-in capital	7,410			4,900
Accumulated other comprehensive loss	(86		)	(532		)
Accumulated deficit	(107,625		)	(195,736		)
Total stockholders’ equity	79,696			308,606
Total liabilities and stockholders’ equity	$	116,565		$	342,938

The accompanying notes are an integral part of these financial statements.

F-4

Guardant Health, Inc.

Statements of Operations

(in thousands, except per share data)

	Year Ended December 31,
	2016			2017
Revenue:
Precision oncology testing	$	24,496		$	42,088
Development services	753			7,754
Total revenue	25,249			49,842
Costs and operating expenses:
Cost of precision oncology testing	22,065			28,883
Cost of development services	59			2,735
Research and development expense	10,859			25,562
Sales and marketing expense	26,192			32,497
General and administrative expense	9,921			36,777
Total costs and operating expenses	69,096			126,454
Loss from operations	(43,847		)	(76,612		)
Interest income	733			2,234
Interest expense	(3,018		)	(2,702		)
Loss on debt extinguishment	—			(5,075		)
Other income (expense), net	(1		)	(1,059		)
Loss before provision for income taxes	(46,133		)	(83,214		)
Provision for income taxes	6			7
Net loss	$	(46,139	)	$	(83,221	)
Deemed dividend related to repurchase of Series A convertible preferred stock	—			(4,716		)
Deemed dividend related to change in conversion rate of Series D convertible preferred stock	—			(1,058		)
Net loss attributable to common stockholders	$	(46,139	)	$	(88,995	)
Net loss per share attributable to common stockholders, basic and diluted	$	(2.61	)	$	(5.22	)
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted	17,692			17,054
Pro forma net loss per share attributable to common stockholders, basic and diluted (unaudited)				$	(1.14	)
Weighted-average shares used in computing pro forma net loss per share attributable to common stockholders, basic and diluted (unaudited)				78,316

The accompanying notes are an integral part of these financial statements.

F-5

Guardant Health, Inc.

Statements of Comprehensive Loss

(in thousands)

	Year Ended December 31,
	2016			2017
Net loss	$	(46,139	)	$	(83,221	)
Other comprehensive loss, net of tax impact:
Unrealized loss on available-for-sale securities	(76		)	(446		)
Comprehensive loss	$	(46,215	)	$	(83,667	)

The accompanying notes are an integral part of these financial statements.

F-6

Guardant Health, Inc.

Statements of Stockholders’ Equity

(in thousands, except share data)

	Convertible Preferred Stock					Common Stock				Additional Paid-in Capital			Accumulated Other Comprehensive Loss			Accumulated Deficit			Total Stockholders’ Equity
	Shares		Amount			Shares		Amount
Balance as of December 31, 2015	34,821,414		$	139,948		17,768,839		$	—	$	4,990		$	(10	)	$	(61,486	)	$	83,442
Issuance of Series D convertible preferred stock, net of issuance cost of $30	5,360,509		40,049			—		—		—			—			—			40,049
Issuance of common stock upon exercise of stock options	—		—			179,846		—		266			—			—			266
Issuance of common stock upon exercise of warrants	—		—			2,154		—		—			—			—			—
Issuance of common stock upon early exercise of stock options	—		—			2,500		—		—			—			—			—
Vesting of common stock exercised early	—		—			—		—		283			—			—			283
Repurchase of common stock	—		—			(83,671	)	—		(100		)	—			—			(100		)
Stock-based compensation	—		—			—		—		1,971			—			—			1,971
Other comprehensive loss, net of tax impact	—		—			—		—		—			(76		)	—			(76		)
Net loss	—		—			—		—		—			—			(46,139		)	(46,139		)
Balance as of December 31, 2016	40,181,923		179,997			17,869,668		—		7,410			(86		)	(107,625		)	79,696
Cumulative effect adjustment for ASU 2016-09 adoption	—		—			—		—		174			—			(174		)	—
Issuance of Series D convertible preferred stock in exchange for a technology license agreement	141,774		1,060			—		—		—			—			—			1,060
Issuance of Series E convertible preferred stock, net of issuance cost of $883	38,970,592		319,536			—		—		—			—			—			319,536
Repurchase of Series A convertible preferred stock	(666,920	)	(619		)	—		—		—			—			(4,716		)	(5,335		)
Issuance of common stock upon exercise of stock options	—		—			464,851		—		753			—			—			753
Issuance of common stock upon exercise of warrants	—		—			120,674		—		12			—			—			12
Vesting of common stock exercised early	—		—			—		—		103			—			—			103
Repurchase of common stock	—		—			(2,330,325	)	—		(7,222		)	—			—			(7,222		)
Stock-based compensation	—		—			—		—		3,670			—			—			3,670
Other comprehensive loss, net of tax impact	—		—			—		—		—			(446		)				(446		)
Net loss	—		—			—		—		—			—			(83,221		)	(83,221		)
Balance as of December 31, 2017	78,627,369		$	499,974		16,124,868		$	—	$	4,900		$	(532	)	$	(195,736	)	$	308,606

The accompanying notes are an integral part of these financial statements.

F-7

Guardant Health, Inc.

Statements of Cash Flows

(in thousands)

	Year Ended December 31,
	2016			2017
OPERATING ACTIVITIES:
Net loss	$	(46,139	)	$	(83,221	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	3,693			5,206
Unrealized translation losses on obligation related to royalty	—			980
Non-cash stock-based compensation	1,971			3,670
Non-cash interest expense	1,024			685
Loss on debt extinguishment	—			5,075
Amortization of premium or discounts on marketable securities	287			359
Changes in operating assets and liabilities:
Accounts receivable	(2,786		)	(9,292		)
Inventory	(351		)	(4,518		)
Prepaid expenses and other current assets	(610		)	30
Other assets	12			(883		)
Accounts payable	2,145			1,250
Accrued compensation	1,374			2,348
Accrued expenses and other current liabilities	508			4,657
Deferred rent	467			204
Deferred revenue	1,695			1,215
Net cash used in operating activities	(36,710		)	(72,235		)
INVESTING ACTIVITIES:
Purchase of marketable securities and repurchase agreements	(341,415		)	(236,835		)
Maturity of marketable securities and repurchase agreements	369,383			75,402
Purchase of property and equipment	(1,766		)	(6,681		)
Payment in connection with a license agreement	—			(2,302		)
Net cash provided by (used in) investing activities	26,202			(170,416		)
FINANCING ACTIVITIES:
Payment related to settlement of debt and buyout of royalty obligations	(379		)	(25,844		)
Payments made on capital lease obligations	4			(244		)
Proceeds from issuance of convertible preferred stock, net of issuance costs	40,049			319,536
Proceeds from issuance of common stock upon exercise of stock options	266			753
Proceeds from issuance of common stock upon the exercise of warrants	—			12
Repurchase of convertible preferred stock	—			(5,335		)
Repurchase of common stock	(100		)	(7,222		)

F-8

Net cash provided by financing activities	39,840		281,656
Net increase in cash, cash equivalents and restricted cash	29,332		39,005
Cash, cash equivalents and restricted cash - Beginning of period	4,259		33,591
Cash, cash equivalents and restricted cash - End of period	$	33,591	$	72,596
Supplemental Disclosures of Cash Flow Information:
Cash paid for interest	$	2,243	$	1,339
Cash paid for income taxes	$	14	$	26
Supplemental Disclosures of Noncash Investing and Financing Activities:
Capitalized license fees financed through future royalty payment	$	—	$	6,302
Issuance of Series D convertible preferred stock in exchange for a technology license agreement	$	—	$	1,060
Increase in purchases of property and equipment included in accounts payable	$	34	$	591
Vesting of common stock exercised early	$	283	$	103
Property and equipment acquired under capital leases	$	468	$	346

The accompanying notes are an integral part of these financial statements.

F-9

Guardant Health, Inc.

Notes to Financial Statements

1. Description of Business

Guardant Health, Inc. (the “Company”) is a leading precision oncology company focused on helping conquer cancer globally through use of its proprietary blood tests, vast data sets and advanced analytics. The key to conquering cancer is unprecedented access to its molecular information throughout all stages of the disease, which it enables by a routine blood draw, or liquid biopsy. The Guardant Health Oncology Platform is designed to leverage the Company’s capabilities in technology, clinical development, regulatory, reimbursement and commercial adoption to improve patient clinical outcomes, lower healthcare costs and accelerate biopharmaceutical drug development. In pursuit of its goal to manage cancer across all stages of the disease, it has launched multiple liquid biopsy-based tests, Guardant360 and GuardantOMNI for advanced stage cancer patients, which fuel its development programs for recurrence and early detection, LUNAR-1 and LUNAR-2, respectively. Guardant360, which the Company launched in 2014, has been used by oncologists, biopharmaceutical companies and National Comprehensive Cancer Network cancer centers. GuardantOMNI, purpose-built comprehensive genomic profiling tool to enable the Company’s biopharmaceutical customers to accelerate clinical development programs in both the immuno-oncology and targeted therapy areas, was launched in 2017.

The Company was incorporated in Delaware in December 2011 and is headquartered in Redwood City, California.

2. Summary of Significant Accounting Policies

Basis of Presentation

The Company’s financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

The Company believes that its existing cash and cash equivalents and marketable securities at December 31, 2017 will be sufficient to allow the Company to fund its current operating plan through at least a period of one year after the date the financial statements are issued. As the Company continues to incur losses, its transition to profitability is dependent upon a level of revenues adequate to support the Company’s cost structure. If the Company’s transition to profitability is not consistent with its current operating plan, the Company may have to seek additional capital.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and the related disclosures at the date of the financial statements, as well as the reported amounts of revenues and expenses during the periods presented. The Company bases its estimates on historical experience and other market-specific or other relevant assumptions that it believes to be reasonable under the circumstances. Estimates are used in several areas including, but not limited to, best estimate of selling price used in the accounting for multiple-element revenue arrangements, estimation of potential credit losses on accounts receivable, the valuation of inventory, recovery of long-lived assets, stock-based compensation, fair value of common stock and warrants, contingencies, the provision for income taxes, including related reserves, among others. These estimates generally involve complex issues and require judgments, involve the analysis of historical results and prediction of future trends, can require extended periods of time to resolve and are subject to change from period to period. Actual results may differ materially from management’s estimates.

Segment Information

The Company has one reportable segment:delivering precision oncology testing and development services. The Company’s chief operating decision makers (the “CODM”), the Chief Executive Officer, and the President and Chief Operating Officer, manage the Company’s operations on an aggregate basis for purposes of allocating resources.

F-10

Cash and Cash Equivalents and Restricted Cash

Cash equivalents consist of highly liquid investments with original maturities at the time of purchase of three months or less. Cash equivalents include bank demand deposits and money market accounts that invest primarily in U.S. government-backed securities and treasuries. Cash equivalents are carried at cost, which approximates their fair value.

Restricted cash consists of deposits related to the Company’s corporate credit card. The Company did not have any restricted cash as of December 31, 2016. Restricted cash balance as of December 31, 2017 was $316,000, which is included in other assets in the accompanying balance sheets.

The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the balance sheets that sum to the total of the same amounts shown in the statements of cash flows:

	December 31,
	2016		2017
	(in thousands)
Cash and cash equivalents	$	33,591	$	72,280
Restricted cash	—		316
Total cash and cash equivalents and restricted cash	$	33,591	$	72,596

Marketable Securities

Marketable securities consist primarily of high-grade corporate bonds, commercial papers and certificates of deposit with third parties. Marketable securities with original maturities at the time of purchase between three and twelve months from balance sheet dates are classified as short-term marketable securities and those with maturities over twelve months from balance sheet dates are classified as long-term marketable securities. The Company classifies all marketable securities as available-for-sale, which are recorded at fair value. Unrealized gains and losses are included in accumulated other comprehensive loss in stockholders’ equity. Any premium or discount arising at purchase is amortized or accreted to interest income or expense. Realized gains and losses and declines in value, if any, judged to be other than temporary on available‑for‑sale securities are reported in other income (expense), net. When securities are sold, any associated unrealized gain or loss initially recorded as a separate component of stockholders’ equity is reclassified out of stockholders’ equity on a specific‑identification basis and recorded in earnings for the period.

The Company periodically evaluates whether declines in fair values of its marketable securities below their book value are other-than-temporary. This evaluation consists of several qualitative and quantitative factors regarding the severity and duration of the unrealized loss as well as the Company’s ability and intent to hold the marketable security until a forecasted recovery occurs. Additionally, the Company assesses whether it has plans to sell the security or it is more likely than not it will be required to sell any marketable securities before recovery of its amortized cost basis. Factors considered include quoted market prices, recent financial results and operating trends, implied values from any recent transactions or offers of investee securities, credit quality of debt instrument issuers, other publicly available information that may affect the value of the marketable security, duration and severity of the decline in value, and management’s strategy and intentions for holding the marketable security. To date, the Company has not recorded any impairment charges on its marketable securities related to other-than-temporary declines in market value.

Concentration of Risk

The Company is subject to credit risk from its portfolio of cash equivalents held at one commercial bank and investments in marketable securities. The Company limits its exposure to credit losses by investing in money market funds through a U.S. bank with high credit ratings. The Company’s cash may consist of deposits held with banks that may at times exceed federally insured limits, however, its exposure to credit risk in the event of default by the

F-11

financial institution is limited to the extent of amounts recorded on the balance sheets. The Company performs evaluations of the relative credit standing of these financial institutions to limit the amount of credit exposure.

The Company also invests in investment‑grade debt instruments and has policy limits for the amount it can invest in any one type of security, except for securities issued or guaranteed by the U.S. government. The goals of the Company’s investment policy, in order of priority, are as follows: safety and preservation of principal and diversification of risk; liquidity of investments sufficient to meet cash flow requirements; and a competitive after‑tax rate of return. Under its investment policy, the Company limits amounts invested in such securities by credit rating, maturity, investment type and issuer, as a result, the Company is not exposed to any significant concentrations of credit risk from these financial instruments.

The Company is also subject to credit risk from its accounts receivable. The majority of the Company’s accounts receivable arises from the provision of precision oncology services in the United States and are primarily with biopharmaceutical companies with high credit ratings. The Company has not experienced any material losses related to receivables from individual customers, or groups of customers. The Company does not require collateral. Accounts receivable are recorded at the invoiced amount and do not bear interest.

Significant customers are those which represent more than 10% of the Company’s total revenue or accounts receivable balance at each respective balance sheet date. For each significant customer, revenue as a percentage of revenue and accounts receivable as a percentage of accounts receivable are as follows:

	Revenue				Accounts Receivable
	December 31,				December 31,
	2016		2017		2016		2017
Customer A	19	%	13	%	*		*
Customer B	*		13	%	34	%	24	%
Customer C	*		*		*		23	%
Customer D	*		*		*		13	%
Customer E	*		*		17	%	10	%
Customer F	*		*		12	%	*

* less than 10%

Accounts Receivable

Accounts receivable represent valid claims against biopharmaceutical companies, research institutes and international distributors. The Company evaluates the collectability of its accounts receivable and provides for an allowance for potential credit losses based on management’s best estimate of the amount of probable credit losses. As of December 31, 2016 and 2017, the Company had no allowance for doubtful accounts.

Inventory

Inventories are stated at the lower of cost or market on a first-in, first-out basis. Inventory consisted entirely of supplies, which are consumed when providing liquid biopsy tests, and therefore the Company does not maintain any finished goods inventory.

In order to assess the ultimate realization of inventories, the Company is required to make judgments as to future demand requirements compared to current or committed inventory levels. The Company periodically reviews its inventories for excess or obsolescence and writes-down obsolete or otherwise unmarketable inventory to its estimated net realizable value. If the actual net realizable value is less than that estimated by the Company, or if it is determined that inventory utilization will further diminish based on estimates of demand, additional inventory write-downs may be required. Amounts written-down due to unmarketable inventory are recorded in cost of precision oncology testing.

F-12

Property and Equipment, Net

Property and equipment are recorded at cost. Depreciation is computed over estimated useful lives of the related assets using the straight-line method. Leasehold improvements are amortized using the straight-line method over the estimated useful lives of the assets or the remaining term of the lease, whichever is shorter. The Company periodically reviews the depreciable lives assigned to property and equipment placed in service and changes the estimates of useful lives, if necessary. Maintenance and repairs are expensed as incurred.

Estimated useful lives for property and equipment are as follows:

Property and Equipment	Estimated Useful Life
Research equipment	3 – 5 years
Furniture and fixtures	7 years
Computer equipment	3 years
Leasehold improvements	Lesser of estimated useful life or remaining lease term

Obligation Related to Royalty

Certain of the Company’s asset acquisitions involve the potential for future payment of consideration that is contingent upon the royalty payments due on future product sales, subject to annual minimums. The fair value of such liabilities is determined at the acquisition date using unobservable inputs. These inputs include the estimated amount and timing of projected cash flows and the risk-adjusted discount rate used to present value the cash flows.

Impairment for Long-Lived Assets

The Company evaluates long-lived assets, including property and equipment, for impairment whenever events or changes in business circumstances indicate that the carrying amount of the asset may not be fully recoverable. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount. Impairment, if any, is measured as the amount by which the carrying amount of a long-lived asset exceeds its fair value.

Revenue Recognition

The Company derives revenue from the provision of precision oncology testing services provided to its ordering physicians and biopharmaceutical customers, as well as from biopharmaceutical research and development services provided to its biopharmaceutical customers. Precision oncology services include genomic profiling and the delivery of other genomic information derived from the Company’s platform. Development services include the development of new platforms and information solutions, including companion diagnostic development and laboratory services. The Company currently receives payments from commercial third-party payers, certain hospitals and oncology centers and individual patients, as well as biopharmaceutical companies and research institutes.

The Company recognizes revenue when all of the following criteria are met: (i) persuasive evidence of an arrangement exists; (ii) delivery has occurred; (iii) the fee is fixed or determinable; and (iv) collectability is reasonably assured. Criterion (i) is satisfied when the Company has an arrangement or contract in place. Criterion (ii) is satisfied when the Company delivers a test report corresponding to each sample, without further commercial obligations. Determination of criteria (iii) and (iv) are based on management’s judgments regarding whether the fee is fixed or determinable, and whether the collectability of the fee is reasonably assured.The Company recognizes revenue from the sale of its precision oncology tests for clinical customers, including certain hospitals, cancer centers, other institutions and patients, at the time results of the test are reported to physicians, if criteria (i) through (iv) above are met. The Company recognizes revenue on a cash basis when it cannot conclude that criteria (iii) and (iv) have been met. Most of precision oncology tests requested by clinical customers are sold without a contracted engagement with a third-party payer; therefore, the Company experiences significant variability in collections and does not have sufficient history to establish a predictable pattern of payment. Because the price is not fixed or determinable and collectability is not reasonably assured, the Company recognizes revenue on a cash

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basis for sales of its liquid biopsy tests to clinical customers where collection depends on a third-party payer or the individual patient. The Company uses judgment in its assessment of whether the fee is fixed or determinable and whether collectability is reasonably assured in determining when to recognize revenue. Accordingly, the Company expects to recognize revenue on a cash basis for these clinical customers until it has sufficient history to reliably estimate payment patterns. The Company’s precision oncology information services are delivered electronically, and as such there are no shipping or handling fees incurred by the Company or billed to customers.

Revenue from sales of the Company’s tests to biopharmaceutical customers are based on a negotiated price per test or on the basis of an agreement to provide certain testing volume, data access or biopharmaceutical research and development services over a defined period. The Company recognizes revenue upon delivery of the test results, or over the period in which biopharmaceutical research and development services are provided, as appropriate.

Multiple-element arrangements

The Company performs development services for its biopharmaceutical customers utilizing its precision oncology information platform. Contracts with biopharmaceutical customers are primarily analyzed as multiple-element arrangements given the nature of the service deliverables. For development services performed, the Company is compensated in various ways, including (i) through non-refundable regulatory and other developmental milestone payments; and (ii) through royalty and sales milestone payments. The Company performs development services as part of its normal activities. The Company records these payments as development services revenue in the statements of operations using a proportional performance model over the period which the unit of accounting is delivered or based on the level of effort expended to date over the total expected effort, whichever is considered the most appropriate measure of performance. For development of new products or services under these arrangements, costs incurred before technological feasibility is assured are included as research and development expenses in the Company’s statements of operations, while costs incurred thereafter are recorded as cost of development services.

The Company collaborates with pharmaceutical companies in the development and clinical trials of new drugs. As part of these collaborations, the Company provides services related to regulatory filings with the FDA to support companion diagnostic device submissions for the Company’s liquid biopsy panels. Under these collaborations the Company generates revenue from achievement of milestones, as well as provision of on-going support. These collaboration arrangements include no royalty obligations.

For revenue arrangements with multiple deliverables, the Company evaluates each deliverable to determine whether it qualifies as a separate unit of accounting. This determination is based on whether the deliverable has stand-alone value to the customer and whether a general right of return exists. In assessing whether an item has standalone value, the Company considers factors such as the research, development and commercialization capabilities of a third party and the availability of the associated expertise in the general marketplace. In addition, the Company considers whether the other party in the arrangement can use the other deliverables for their intended purpose without the receipt of the remaining elements, whether the value of the deliverable is dependent on the undelivered items and whether there are other vendors that can provide the undelivered elements.

The consideration that is fixed or determinable is then allocated to each separate unit of accounting based on the relative selling price of each deliverable. The Company allocates the arrangement consideration following a hierarchy to determine the relative selling price to be used for allocating revenue to deliverables: (i) vendor-specific objective evidence of fair value (“VSOE”), (ii) third-party evidence of selling price (“TPE”), and (iii) best estimate of the selling price (“BESP”)if neither VSOE nor TPE is available. The Company typically uses BESP to estimate the selling price, since it generally does not have VSOE or TPE of selling price for its units of accounting under multiple-element arrangements. In developing the BESP for a unit of accounting, the Company considers applicable market conditions and estimated costs. The Company validates the BESP for units of accounting by evaluating whether changes in the key assumptions used to determine the BESP will have a significant effect on the allocation of arrangement consideration between multiple units of accounting. The consideration allocated to each unit of accounting is recognized as the related goods or services are delivered, limited to the consideration that is not contingent upon future deliverables. The Company uses judgment in identifying the deliverables in its arrangements, assessing whether each deliverable is a separate unit of accounting and in determining the best estimate of selling price for certain deliverables. The Company also uses judgment in determining the period over

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which the deliverables are recognized in certain of its arrangements. Any amounts received that do not meet the criteria for revenue recognition are recorded as deferred revenue until such criteria are met.

The Company performed laboratory installation and maintenance services for one of its customers as part of a multiple-element arrangement entered into in 2017. The Company recognized certain revenue from its construction service deliverables in a multiple-element collaboration arrangement based on the completed-contract method. This method was used as the Company determined that it did not have the basis for estimating performance under the contract. Other construction service deliverables under that contract were recognized under the percentage-of-completion method due to the Company’s ability to make reasonably dependable estimates of the extent of progress toward contract completion. Construction services were completed in March 2018. The total contract value of this arrangement is $5.7 million. For the year ended December 31, 2017, the Company recognized approximately $5.1 million in revenue for this arrangement.

Milestones

The Company recognizes payments that are contingent upon achievement of a substantive milestone in their entirety in the period in which the milestone is achieved. Milestones are defined as events that can only be achieved based on the Company’s performance and there is substantive uncertainty about whether the event will be achieved at the inception of the arrangement. Events that are contingent only on the passage of time or only on counterparty performance are not considered substantive milestones. Further, the amounts received must relate solely to prior performance, be reasonable relative to all of the deliverables and payment terms within the agreement and commensurate with the Company’s performance to achieve the milestone after commencement of the agreement. Any contingent payment that becomes payable upon achievement of events that are not considered substantive milestones are allocated to the units of accounting previously identified at the inception of an arrangement when the contingent payment is received and revenue is recognized based on the revenue recognition criteria for each unit of accounting. Revenue from commercial milestone payments are recorded as revenue upon achievement of the milestone, assuming all other revenue recognition criteria are met.

As of December 31, 2016 and 2017, the deferred revenue balance was $1.9 million and $3.1 million, respectively, each of which included $1.5 million related to GuardantOMNI panel collaboration development efforts to be recognized as the Company performs research and development in the future periods.

Costs of Precision Oncology Testing

Cost of precision oncology testing generally consists of cost of materials, direct labor including bonus, benefit and stock-based compensation, equipment and infrastructure expenses associated with processing liquid biopsy test samples (including sample accessioning, library preparation, sequencing, quality control analyses and shipping charges to transport blood samples), freight, curation of test results for physicians and license fees due to third parties. Infrastructure expenses includedepreciation of laboratory equipment, rent costs, amortization of leasehold improvements and information technology costs. Costs associated with performing the Company’s tests are recorded as the tests are processed regardless of whether revenue was recognized with respect to that test. Royalties for licensed technology calculated as a percentage of revenues generated using the associated technology are recorded as expense at the time the related revenues are recognized. One-time royalty payments related to signing of license agreements or other milestones, such as issuance of new patents, are amortized to expense over the expected useful life of the patents.

Cost of Development Services

Cost of development service includes costs incurred for the performance of development services requested by the Company’s customers. For development of new products, costs incurred before technological feasibility has been achieved are reported as research and development expenses, while costs incurred thereafter are reported as cost of development services.

Research and Development Expenses

Research and development expenses are comprised of costs incurred to develop technology and include salaries and benefits, reagents and supplies used in research and development laboratory work, infrastructure expenses,

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including allocated facility occupancy and information technology costs, contract services and other outside costs. Research and development expenses also include costs related to activities performed under contracts with biopharmaceutical companies. Research and development costs are expensed as incurred. Payments made prior to the receipt of goods or services to be used in research and development are deferred and recognized as expense in the period in which the related goods are received or services are rendered. Costs to develop the Company’s technology capabilities are recorded as research and development unless they meet the criteria to be capitalized as internal-use software costs.

License Agreements

The Company has entered and may continue to enter into license agreements to access and utilize certain technology. In each case, the Company evaluates if the license agreement results in the acquisition of an asset or a business. To date none of the Company’s license agreements have been considered to be the acquisition of a business.

For asset acquisitions, the upfront payments to acquire such licenses, as well as any future milestone payments made before product approval, are evaluated for capitalization considering if the asset is related to research and development and/or has alternative future use. These license agreements may also include contingent consideration in the form of future cash milestone or royalty payments. The Company assesses whether such contingent consideration meets the definition of a derivative. To date, the Company has determined that such contingent consideration are not derivatives. The Company continuously reassesses this determination until such time that the contingency is met or expires.

Advertising

The Company expenses advertising costs as incurred. The Company incurred advertising costs of $597,000 and $290,000 for the years ended December 31, 2016 and 2017, respectively.

Stock‑Based Compensation

Stock‑based compensation related to stock options granted to the Company’s employees is measured at the grant date based on the fair value of the award. The fair value is recognized as expense over the requisite service period, which is generally the vesting period of the respective awards. No compensation cost is recognized on stock options for employees who do not render the requisite service and therefore forfeit their rights to the stock options. The Company uses the Black‑Scholes option‑pricing model to estimate the fair value of its stock options. The Black-Scholes option-pricing model requires assumptions to be made related to the estimated fair value of the Company’s common stock at the applicable measurement date, expected term of an award, expected volatility, risk-free rate and expected dividend yield.

The Company accounts for stock options issued to non-employees based on the estimated fair value at the grant date and re-measured at each reporting period using the Black-Scholes option-pricing model. The measurement of stock-based compensation is subject to periodic adjustments as the underlying equity instruments vest, and the resulting change in value, if any, is recognized in the Company’s statements of operations during the period that the related services are rendered.

In 2016, the Company recognized stock-based compensation expense net of estimated forfeiture activity, which is based on historical forfeiture rates. As of January 1, 2017, upon adoption of Accounting Standards Update (“ASU”) 2016 -09, Compensation – Stock Compensation (Topic 718), the Company elected to account for forfeitures as they occur rather than estimate expected forfeitures over the vesting period of the respective grant.

Income Taxes

Income taxes are recorded using an asset and liability approach. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases using enacted tax rates in effect for the year in which the differences are expected to affect taxable income. Tax benefits are recognized when it is more likely than not

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that a tax position will be sustained during an audit. Deferred tax assets are reduced by a valuation allowance if current evidence indicates that it is considered more likely than not that these benefits will not be realized.

The Company’s tax positions are subject to income tax audits. The Company recognizes the tax benefit of an uncertain tax position only if it is more likely than not that the position is sustainable upon examination by the taxing authority, based on the technical merits. The tax benefit recognized is measured as the largest amount of benefit which is more likely than not to be realized upon settlement with the taxing authority. The Company recognizes interest accrued and penalties related to unrecognized tax benefits in its tax provision. The Company evaluates uncertain tax positions on a regular basis. The evaluations are based on a number of factors, including changes in facts and circumstances, changes in tax law, correspondence with tax authorities during the course of the audit, and effective settlement of audit issues. The provision for income taxes includes the effects of any accruals that the Company believes are appropriate, as well as the related net interest and penalties.

On December 22, 2017, the staff of the U.S. Securities and Exchange Commission (“SEC”) issued Staff Accounting Bulletin No. 118 (“SAB 118”) to address the accounting implications of the U.S. federal tax reform enacted on December 22, 2017. SAB 118 allows a company to record provisional amounts during a measurement period not to extend beyond one year of the enactment date (see Note 13).

Net Loss Per Share Attributable Common Stockholders

The Company calculates its basic and diluted net loss per share attributable to common stockholders in conformity with the two-class method required for companies with participating securities. The Company considers its convertible preferred stock to be participating securities. In the event a dividend is declared or paid on the Company’s common stock, holders of preferred stock are entitled to a share of such dividend in proportion to the holders of common stock on an as-if converted basis. Under the two-class method, basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period. Net loss attributable to common stockholders is determined by allocating undistributed earnings between common and preferred stockholders. The diluted net loss per share attributable to common stockholders is computed by giving effect to all potential dilutive common stock equivalents outstanding for the period determined using the treasury stock method. The net loss attributable to common stockholders was not allocated to the preferred stock under the two-class method as the preferred stock does not have a contractual obligation to share in the Company’s losses. For purposes of this calculation, convertible preferred stock, common stock warrants and stock options are considered common stock equivalents but have been excluded from the calculation of diluted net loss per share attributable to common stockholders as their effect is anti-dilutive.

Unaudited Pro Forma Net Loss Per Share Attributable to Common Stockholders

In contemplation of an initial public offering (“IPO”), the Company has presented the unaudited pro forma basic and diluted net loss per share attributable to common stockholders for the year ended December 31, 2017, which has been computed to give effect to (i) the conversion of all convertible preferred stock into shares of common stock as if the conversion had occurred as of the later of the beginning of the period or the original date of issuance; and (ii) the issuance of common stock upon the assumed exercise, for cash, of all outstanding common stock warrants prior to the completion of IPO. It also reflects the impact on the number of common stock shares caused by a change in the conversion ratio of Series D convertible preferred stock. The pro forma net loss per share attributable to common stockholders does not include proceeds to be received from nor does it include shares expected to be sold in the assumed IPO.

Recently Adopted Accounting Pronouncements

In July 2015, the Financial Accounting Standards Board (“FASB”) issued ASU 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory (“ASU 2015-11”), which simplifies the subsequent measurement of inventory by replacing lower of cost or market test with a lower of cost and net realizable value test. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. ASU 2015-11 affects reporting entities that measure inventory using

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first-in, first-out (FIFO) or average cost. This ASU is effective for the Company beginning in 2017 and did not result in a material impact on the Company’s financial statements and related disclosures.

In March 2016, FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvement to Employee Share-based Payment Accounting, which aims to simplify the accounting for share-based payment transactions, including accounting for income taxes, classification on the statement of cash flows, accounting for forfeitures and classification of awards as either liabilities or equity. This ASU is effective for the Company beginning in 2018, with early adoption permitted. The Company elected to early adopt the new guidance effective January 1, 2017 which required it to reflect any adjustments as of the beginning of the period. Upon adoption, the Company elected to account for forfeitures as they occur, rather than estimate expected forfeitures. The adoption of the new guidance resulted in net cumulative-effect adjustment of $174,000 increase to accumulated deficit as of January 1, 2017 and prior periods have not been adjusted.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, which adds and clarifies guidance on the classification of certain cash receipts and payments in the statement of cash flows. The new guidance is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (a consensus of the FASB Emerging Issues Task Force), which requires that amounts generally described as restricted cash or restricted cash equivalents be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. Both ASUs are effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. Early adoption is permitted. The Company early adopted both new guidance and has (i) included the restricted cash balance within cash and cash equivalents in its statements of cash flow for each of the periods presented; and (ii) classified cash payments for debt prepayment costs in cash outflows from financing activities during the year ended December 31, 2017.

Recent Accounting Pronouncements Not Yet Adopted

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASC606”). The new standard is based on the principle that revenue should be recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Since its initial release, the FASB has issued several amendments to the standard, which include clarification of accounting guidance related to identification of performance obligations, intellectual property licenses and principal vs. agent considerations. The new guidance and all subsequent amendments will be effective for the Company beginning on January 1, 2019 and may be applied using either the full retrospective method, in which case the standard would be applied to each prior reporting period presented, or the modified retrospective method, in which case the cumulative effect of applying the standard would be recognized at the date of initial application. Early adoption is permitted.

The Company identified certain differences in accounting for revenue recognition as a result of developing an adoption plan for ASC 606. For precision oncology testing revenue, the Company identified a difference in accounting for certain revenue arrangements from the application of the new revenue accounting standard as compared to the previous revenue accounting standards. Historically, for certain clinical customers, the Company deferred revenue recognition until cash receipt when the price pursuant to the underlying customer arrangement was not fixed and determinable and collectability was not reasonably assured. Under the new standard, this is considered variable consideration. For these arrangements, the Company will record an estimate of the transaction price, subject to the constraint in the new standard for variable consideration, as revenue at the time of delivery. This estimate will be monitored in subsequent periods and adjusted as necessary based on actual collection experience. This will result in earlier revenue recognition as compared to previous revenue recognition. The Company is still in the process of quantifying the impact of new guidance on its financial statements.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The new standard requires lessees to recognize most leases on their balance sheets as lease liabilities with corresponding right-of-use assets and eliminates certain real estate-specific provisions. The new guidance will be effective for the Company beginning in 2020, at which time, the new guidance will be adopted on a modified retrospective transition basis for leases

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existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The Company is currently evaluating the impact of new guidance on its financial statements and anticipates the recognition of additional assets and corresponding liabilities on its balance sheet related to leases. The adoption of the standard is also expected to materially impact the Company’s financial statement disclosures related to leases.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments, which amends the impairment model by requiring entities to use a forward-looking approach based on expected losses to estimate credit losses on certain types of financial instruments, including trade receivables and available for sale debt securities. The new guidance is effective for the Company beginning in 2021, with early adoption permitted. The Company is currently evaluating the impact of the new guidance on its financial statements.

3. Balance Sheet Components

Property and Equipment, Net

Property and equipment, net consist of the following:

	December 31,
	2016			2017
	(in thousands)
Machinery and equipment	$	9,620		$	15,676
Computer hardware	1,409			1,939
Leasehold improvements	6,682			6,766
Furniture and fixtures	1,338			1,347
Computer software	71			655
Construction in progress	—			349
Property and equipment, gross	19,120			26,732
Less: accumulated depreciation and amortization	(6,486		)	(10,696		)
Property and equipment, net	$	12,634		$	16,036

Depreciation and amortization expense related to property and equipment was $3.6 million and $4.2 million for the years ended December 31, 2016 and 2017, respectively.

As of December 31, 2016 and 2017, total property and equipment financed under capital leases was $713,000 and $1.1 million, net of accumulated amortization of $122,000 and $349,000, respectively. For the years ended December 31, 2016 and 2017, amortization expense related to total property and equipment financed under capital leases was $66,000 and $228,000, respectively.

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Accrued Expenses

Accrued expenses consist of the following:

	December 31,
	2016		2017
	(in thousands)
Accrued royalty obligations	$	55	$	766
Accrued litigation settlement expense	—		3,000
Accrued legal expenses	354		561
Accrued tax liabilities	345		905
Accrued information technology expenses	56		316
Accrued professional services	475		336
Other	509		522
Total accrued expenses	$	1,794	$	6,406

4. Fair Value Measurements, Cash Equivalents and Marketable Securities

Financial instruments consist of cash equivalents, marketable securities, prepaid expenses and other current assets, accounts payable, accrued expenses and debt. Cash equivalents and marketable securities are stated at fair value. Prepaid expenses and other current assets, accounts payable and accrued expenses are stated at their carrying value, which approximates fair value due to the short time to the expected receipt or payment date.

Fair value is defined as the exchange price that would be received from sale of an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The identification of market participant assumptions provides a basis for determining what inputs are to be used for pricing each asset or liability. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

A fair value hierarchy has been established which gives precedence to fair value measurements calculated using observable inputs over those using unobservable inputs. This hierarchy prioritized the inputs into three broad levels as follows:

Level 1 - Quoted prices in active markets for identical assets or liabilities.

Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

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The Company’s financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used in such measurements were as follows:

	December 31, 2016
	Fair Value		Level 1		Level 2		Level 3
	(in thousands)
Financial Assets:
Money market funds	$	32,297	$	32,297	$	—	$	—
Corporate bonds	525		—		525		—
Total cash equivalents	32,822		32,297		525		—
Corporate bond	61,515		—		61,515		—
Certificates of deposit	150		—		150		—
Total short-term marketable securities	61,665		—		61,665		—
Total	$	94,487	$	32,297	$	62,190	$	—

	December 31, 2017
	Fair Value		Level 1		Level 2		Level 3
	(in thousands)
Financial Assets:
Money market funds	$	33,485	$	33,485	$	—	$	—
Total cash equivalents	33,485		33,485		—		—
Corporate bonds	48,075		—		48,075		—
U.S. government debt securities	100,965		—		100,965		—
Total short-term marketable securities	149,040		—		149,040		—
Corporate bonds	6,698		—		6,698		—
U.S. government debt securities	66,556		—		66,556		—
Total long-term marketable securities	73,254		—		73,254		—
Total	$	255,779	$	33,485	$	222,294	$	—

The Company measures the fair value of money market funds based on quoted prices in active markets for identical securities. Corporate bonds and U.S. government debt securities are valued taking into consideration valuations obtained from third-party pricing services. The pricing services utilize industry standard valuation models, including both income and market-based approaches, for which all significant inputs are observable, either directly or indirectly, to estimate fair value. These inputs include reported trades of and broker/dealer quotes on the same or similar securities, issuer credit spreads; benchmark securities; prepayment/default projections based on historical data; and other observable inputs.

The significant unobservable inputs used in the fair value measurement of the Company’s obligation related to royalty include the estimated amount and timing of projected cash flows, and the risk-adjusted discount rate used to present value the cash flows. The use of different inputs in the valuation of the obligation related to royalty could result in materially different fair value estimates.

There were no transfers between Level 1, Level 2 and Level 3 during the periods presented.

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The Company’s term loan and royalty obligations are measured at fair value on a non-recurring basis. The fair value of the term loan and royalty obligations is estimated based upon the achievement of certain revenue targets over the life of the contract. The fair value of the liability was determined using valuation methodologies such as the discounted cash-flow model, with significant Level 3 inputs that included discount rate, projected revenues and projected royalty payments. The carrying value of the Company’s term loan and royalty obligations approximate its fair value as the stated interest rate approximates market rates. As further disclosed in Note 6, the Company paid off the outstanding principle balance and interest on its term loan and exercised its buyout option of the associated royalty obligation prior to its maturity in June 2017, and recognized loss on debt extinguishment of $5.1 million in the accompanying statements of operations.

Cash Equivalents and Marketable Securities

The following tables summarizes the Company’s cash equivalents and marketable securities’ amortized costs, gross unrealized gains, gross unrealized losses and estimated fair values by significant investment category:

	December 31, 2016
	Amortized Cost		Gross Unrealized Gain		Gross Unrealized Loss			Estimated Fair Value
	(in thousands)
Money market fund	$	32,297	$	—	$	—		$	32,297
Corporate bond	62,126		10		(96		)	62,040
Certificates of deposit	150		—		—			150
Total	$	94,573	$	10	$	(96	)	$	94,487

	December 31, 2017
	Amortized Cost		Gross Unrealized Gain		Gross Unrealized Loss			Estimated Fair Value
	(in thousands)
Money market fund	$	33,485	$	—	$	—		$	33,485
Corporate bond	54,878		—		(105		)	54,773
U.S. treasury securities	167,947		—		(426		)	167,521
Total	$	256,310	$	—	$	(531	)	$	255,779

There have been no material realized gains or losses on marketable securities for the periods presented. None of the Company’s investments in marketable securities has been in an unrealized loss position for more than one year. The Company determined that it did have the ability and intent to hold all marketable securities that have been in a continuous loss position until maturity or recovery, thus there has been no recognition of any other-than-temporary impairment in the year ended December 31, 2017. The maturities of the Company’s long-term marketable securities generally range from 1.0 to 1.6 years from December 31, 2017.

5. Patent License Agreement

In January 2017, the Company entered into a license agreement with a biotechnology company for an exclusive, non-transferable right to use proprietary technology related to high-throughput screening and identification of mutations in targeted gene sequences. The terms of the license agreement included (i) a one-time upfront payment of €1.0 million; (ii) issuance of 141,774 shares of Series D convertible preferred stock; (iii) a milestone payment of €1.0 million associated with the achievement of a specified milestone event; and (iv) future royalty payments at the minimum of €13.4 million in the aggregate based on annual net sales in which the licensed technology are used. The Company made a one-time upfront payment of $1.1 million in January 2017 and a milestone payment of $1.2

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million in August 2017 upon achievement of the specified milestone event. The Series D convertible preferred stock issued under the license agreement had a fair value of $1.1 million on the date of issuance. The transaction was treated as an acquisition of an asset and the Company capitalized the upfront payment, milestone payments and fair value of Series D convertible preferred stock in addition to license fees of $6.3 million related to the future minimum royalty payments discounted to the present value. The Company recorded the obligation at the estimated present value of the future payments using a discount rate of 15% (Level 3 input), the Company’s estimate of its effective borrowing rate for similar obligations.

As of December 2017, unamortized capitalized license fees plus one-time upfront and milestone payments totaled $8.7 million, which will be amortized over the remaining useful life of 9.0 years. For the year ended December 31, 2017, amortization of capitalized license fees plus one-time upfront and milestone payments totaled $925,000.

6. Senior Term Loan and Royalty Purchase Agreement

In 2015, the Company entered into a credit agreement with a financial institution for a senior term loan (the “Credit Agreement”). The Credit Agreement provided for up to $40.0 million in borrowing capacity. The Company borrowed $20.0 million on the effective date of the Credit Agreement. The Credit Agreement provided for an interest rate equal to the greater of (i) three-month LIBOR or (ii) 1% per annum plus 8.75% on the outstanding balance of the term loan not exceeding $20.0 million.

Concurrent with the Credit Agreement, the Company also entered into a Royalty Purchase Agreement (the “Royalty Agreement”) with the same financial institution, which obligated the Company to make quarterly royalty payments of (i) 1.5% applied to total Company fiscal year revenues of up to $50 million and (ii) 2.45% applied to fiscal year revenues in excess of $50 million. The Royalty Agreement includes a buyout option, by which the Company had the right, exercisable in its sole discretion, to buy out the obligation to make future royalty payments. The price of this buyout option is calculated based on a table with axes of principal balance outstanding and time, less the cumulative sum of royalty payments at the time the buy-out option is exercised.

The Company estimated an effective interest rate of 15.63% per annum for the Credit Agreement based on interest rate derived from a set of benchmark public companies, each with debt borrowings of comparable terms and timing. The Company estimated the fair value of the loan and royalty liabilities based on the present value of cash flows under the Credit and Royalty Agreements, taking into consideration the Company’s actual and forecasted revenues, the estimated probability of royalty buyout in 2017, and the related interest, royalty and principal payments under the agreements. As of December 31, 2016, the Company recorded a long-term debt balance of $16.5 million and a short-term royalty obligation of $4.0 million as a result of the expected royalty buyout that occurred in 2017.

In June 2017, the Company exercised its prepayment right under the Credit Agreement and repaid the outstanding principal balance of $19.8 million and accrued interest of $0.7 million. The prepayment option also required the Company to pay a prepayment penalty of $1.5 million. Concurrent with the early repayment of the senior term loan, the Company also excised its royalty buyout option for $4.5 million. The transaction was accounted for as a debt extinguishment. The net carrying amount of the debt and royalty liabilities immediately before the extinguishment was $20.7 million. As a result, the difference between the reacquisition price and the net carrying amount of $5.1 million was recorded as loss on debt extinguishment in the accompanying statements of operations.

7. Commitments and Contingencies

Operating Leases

In December 2014, the Company entered into a non-cancelable lease for laboratory and office space that the Company currently occupies in Redwood City, California. In October 2017, the Company entered into certain amendments to expand the leased premises and extend the lease term through December 2026. The Company recognizes rent expense on a straight-line basis over the lease period. Incentives granted under the Company’s facilities lease, including allowances to fund leasehold improvements and rent holidays, are recognized as reductions to rental expense on a straight-line basis over the term of the lease. The Company does not assume renewals in its determination of the lease term unless they are deemed to be reasonably assured at the inception of

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the lease and begins recognizing rent expense on the date that it obtains the legal right to use and control the leased space. Deferred rent consists of the difference between cash payments and the rent expense recognized.  Where leases contain escalation clauses, the Company considers them in the determination of straight-line rent expense over the lease term. Rent expense for the facility leases was $765,000 and $1.8 million for the years ended December 31, 2016 and 2017.

As of December 31, 2017, future minimum payments under the non-cancelable operating lease are as follows:

Year Ending December 31,
	(in thousands)
2018	$	3,180
2019	3,909
2020	5,243
2021	5,357
2022	5,556
2023 and thereafter	21,891
Total	$	45,136

Capital Leases

In September 2016 and April 2017, the Company entered into capital lease arrangements to finance the purchase of manufacturing equipment of $554,000 and $346,000, respectively. Both lease agreements have a contractual term of four years and do not include any bargain purchase option at the end of the lease term.

As of December 31, 2017, future minimum capital lease payments are as follows:

Year Ending December 31,
	(in thousands)
2018	$	306
2019	298
2020	226
2021	35
Total minimum capital lease payments	865
Less: amount representing interest	(206		)
Present value of net minimum capital lease payments	659
Less: current installments of obligations under capital lease	(199		)
Obligations under capital lease, excluding current installments	$	460

License Agreements

The Company has patent license agreements with four separate parties. Under these agreements, the Company has made one-time and milestone license fee payments, which it has capitalized and is amortizing to expense ratably over the useful life of the underlying patent(s). Under certain of these agreements, the Company is obligated to pay aggregate royalties ranging from 2.5% to 3.0% of sales in which the patents are used in the product or service sold, subject to minimum annual royalties or fees in certain agreements.

F-24

For the years ended December 31, 2016 and 2017, the Company recognized royalty expenses of $0.7 million and $1.1 million, respectively, or 3% of precision oncology testing revenue in each year, which were included in cost of precision oncology testing on the accompanying statements of operations. As of December 31, 2017, future minimum royalty payments are due as follows regardless of sales amounts:

Year Ending December 31,
	(in thousands)
2018	$	1,200
2019	1,500
2020	1,500
2021	1,500
2022	1,800
2023 and thereafter	7,800
Total future minimum royalty payments	15,300
Less: amount representing interest	(7,592		)
Present value of future minimum royalty payments	$	7,708

Indemnification Agreements

The Company has entered into indemnification agreements with certain directors and officers that require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. To date, no such matters have arisen and the Company does not believe that the outcome of any claims under indemnification arrangements will have a material adverse effect on its financial positions, results of operations or cash flows. Accordingly, the Company has not recorded a liability related to such indemnifications as of December 31, 2017.

Legal Proceedings

The Company is subject to claims and assessments from time to time in the ordinary course of business. The Company will accrue a liability for such matters when it is probable that a liability has been incurred and the amount can be reasonably estimated. When only a range of possible loss can be established, the most probable amount in the range is accrued. If no amount within this range is a better estimate than any other amount within the range, the minimum amount in the range is accrued. The accrual for a litigation loss contingency might include, for example, estimates of potential damages, outside legal fees and other directly related costs expected to be incurred.

In May 2016, Foundation Medicine, Inc. (“Foundation Medicine”) filed a lawsuit for patent infringement against the Company in the United States District Court for the Eastern District of Texas, alleging that the Company infringed Foundation Medicine’s patent relating to its tissue biopsy assay technology and seeking compensatory damages and attorneys’ fees. The Company filed three petitions for inter partes review (“IPR”) with the Patent Trial and Appeal Board (“PTAB”) at the U.S. Patent Office, challenging the patentability of Foundation Medicine’s patent. In June 2017, the parties agreed to transfer the lawsuit from the Eastern District of Texas to the District of Delaware. All three IPRs were instituted by the PTAB and final decisions are expected in October 2018 for the first-filed IPR and in November 2018 for the remaining two IPRs. All claims in the asserted patent are either subject to the IPRs or have been withdrawn from Foundation Medicine’s lawsuit. In February 2018, the case was stayed in part, allowing for completion of limited outstanding discovery, pending resolution of the IPRs. In July 2018, the Company reached an agreement with Foundation Medicine to settle the lawsuit and resolve the IPRs. As part of the settlement agreement, which was accepted by the PTAB in July 2018, the Company made a one-time payment of $3.0 million to Foundation Medicine. The Company recorded $3.0 million as litigation settlement expense, a component of general and administrative expenses, at December 31, 2017.

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In November 2017, the Company filed separate lawsuits against Personal Genome Diagnostics, Inc. (“Personal Genome Diagnostics”) and Foundation Medicine in the United States District Court for the District of Delaware, alleging that each has infringed a patent relating to our Digital Sequencing technology. The Company subsequently amended its original complaints in each case to assert infringement of three additional patents relating to its Digital Sequencing technology. In each lawsuit, the Company is seeking compensatory damages, injunctive relief and attorneys’ fees. Personal Genome Diagnostics and Foundation Medicine have asserted counterclaims of patent invalidity and non-infringement. In March 2018, Personal Genome Diagnostics filed two petitions for post-grant review with the PTAB, challenging the patentability of two of the asserted patents. Prior to reaching a decision on the merits, the post-grant review petitions were dismissed with prejudice in July 2018.

8. Common Stock

Common stockholders are entitled to dividends if and when declared by the Company’s Board of Directors (the “Board of Directors”) subject to the prior rights of the preferred stockholders. As of December 31, 2017, no dividends on common stock had been declared by the Board of Directors.

Common stock has been reserved for the following potential future issuances:

	December 31,
	2016	2017
Conversion of outstanding convertible preferred stock	40,181,923	78,970,767
Shares underlying outstanding stock options	4,868,885	10,017,897
Shares available for future stock option grants	947,900	2,302,241
Exercise and conversion of preferred stock warrants	10,351	10,351
Exercise of common stock warrants	545,922	425,248
Total	46,554,981	91,726,504

Repurchase of Common Stock

During year ended December 31, 2016, the Company repurchased 25,947 shares of outstanding common stock from certain employees at $7.47 per share for a total of $194,000. These shares were repurchased at a price that exceeded the fair value of the shares. The difference between the repurchase amount and the fair value of these shares were recorded as compensation expense of $124,000.

In July 2017, the Company repurchased 2,152,431 shares of outstanding common stock from certain executive officers considered to be related parties for $16.3 million. In August 2017, the Company repurchased 177,894 shares of outstanding common stock from certain executive and non-executive employees for $1.6 million. These shares were repurchased at a price in excess of the then-current fair value of the shares. The difference between the repurchase amount and the fair value of repurchased shares of $10.7 million were recorded as cash-based compensation expense in the accompanying statement of operations. The common stock repurchased by the Company was retired immediately thereafter.

9. Warrants

In connection with a bank loan agreement with a financial institution in September 2013, the Company issued warrants to purchase 5,386 shares of Series A convertible preferred stock at an exercise price of $0.93 per share. In October 2014, the Company issued additional warrants to the same financial institution to purchase 4,965 shares of Series B convertible preferred stock at an exercise price of $3.16 per share. Both preferred stock warrants expire in ten years from issuance and are outstanding as of December 31, 2017. These preferred stock warrants, if not previously exercised, will be converted to warrants to purchase common stock upon the consummation of an IPO.

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In 2012, the Company issued to investors warrants to purchase 671,980 shares of common stock. The exercise price of the warrants is $0.10 per share and the warrants have a contractual term through September 2023. For the years ended December 31, 2016 and 2017, 2,154 and 120,674 shares, respectively, were issued upon the exercise of warrants. As of December 31, 2016 and 2017, warrants to purchase 545,922 and 425,248 shares of common stock, respectively, remained outstanding. These common stock warrants, if not previously exercised, will terminate upon the consummation of an IPO.

10. Convertible Preferred Stock

In February and March 2016, the Company raised $40.1 million through the sale and issuance of 5,360,509 shares of Series D convertible preferred stock for $7.4767 per share.

In May 2017, the Company entered into the Series E convertible preferred stock purchase agreement with SoftBank Group Capital Limited (“SoftBank”) and certain of its existing stockholders.  Pursuant to the purchase agreement, the Company issued and sold an aggregate of 38,174,246 shares of Series E convertible preferred stock at a purchase price of $8.3936 per share, for an aggregate purchase price of $320.4 million.  The purchase agreement also provided that the Company would issue additional shares of Series E convertible preferred stock to the investors in such an amount as to cause SoftBank’s equity ownership in the Company to equal 35% of the Company’s outstanding fully-diluted capital stock measured 70 days after the initial closing.  The purpose of this gross-up was to enable the Company to engage in various repurchases of its equity from existing stockholders and still maintain SoftBank’s equity ownership at 35%. As a result, in July 2017, the Company repurchased an aggregate of 2,152,431 shares of common stock from certain of its directors and executive officers for a purchase price of $7.55424 per share, which represented a price equal to 90% of the original price per shares for the Series E convertible preferred stock.  The Company also engaged in a tender offer pursuant to which it repurchased 177,894 shares of common stock from certain employees at the same per share price paid for the Series E convertible preferred stock, and 666,920 shares of Series A convertible preferred stock from existing stockholders at a purchase price of $8.00 per share of Series A convertible preferred stock.  Following these repurchases, in October 2017, the Company issued an additional 796,346 shares of Series E convertible preferred stock to the Series E investors for a purchase price of $0.00001 per share pursuant to the terms of the gross up provision. The conversion price of Series E convertible preferred stock was adjusted as a result of the dilutive issuance of Series E convertible preferred stock under the gross up provision.

In 2017, in accordance with the certificate of incorporation then in effect, the Company adjusted the conversion price of Series D convertible preferred stock from $7.4767 per share to $7.2547 per share. The Company accounted for the transaction as a modification. A deemed dividend of $1.1 million, calculated as the additional 343,398 shares of common stock to be received upon the conversion of the Series D convertible preferred stock after the conversion ratio adjustment, multiplied by the then current fair value of the Company’s common stock, was reported as an increase to net loss attributable to common stockholders for the year ended December 31, 2017.

The Company’s convertible preferred stock consisted of the following:

	December 31, 2016
	Shares Authorized	Shares Issued and Outstanding	Aggregate Liquidation Preference		Net Carrying Value
			(in thousands)
Series A	9,935,864	9,930,478	$	9,217	$	9,149
Series B	10,320,952	10,297,182	32,490		32,428
Series C	8,873,996	8,873,996	55,999		55,921
Series D	13,374,885	11,080,267	82,844		82,499
Total convertible preferred stock	42,505,697	40,181,923	$	180,550	$	179,997

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	December 31, 2017
	Shares Authorized	Shares Issued and Outstanding	Aggregate Liquidation Preference		Net Carrying Value
			(in thousands)
Series A	9,935,864	9,263,558	$	8,598	$	8,531
Series B	10,320,952	10,297,182	32,490		32,428
Series C	8,873,996	8,873,996	55,999		55,921
Series D	11,222,041	11,222,041	83,904		83,559
Series E	39,751,611	38,970,592	320,419		319,535
Total convertible preferred stock	80,104,464	78,627,369	$	501,410	$	499,974

The Company’s convertible preferred stock has the following rights, preferences, privileges and restrictions:

Dividend Rights

The holders of convertible preferred stock are entitled to receive non-cumulative dividends as adjusted for stock splits, dividends, reclassifications or the like, prior and in preference to any declaration or payment of any dividends to the holders of common stock, when and if declared by the Board of Directors, at a rate of (i) $0.0557 per share of Series A; (ii) $0.189315 per share of Series B; (iii) $0.37863 per share of Series C; (iv) $0.448602 per share of Series D; and (v) $0.503616 per share of Series E, each as adjusted, per annum. No dividends have been declared or paid as of December 31, 2017.

Voting Rights

The holders of each share of convertible preferred stock are entitled to voting rights equal to the number of shares of common stock into which each share of convertible preferred stock could be converted.

In addition, so long as at least 20% of the Series A initially issued remain outstanding, the holders of Series A, voting together as a separate class, are entitled to elect one member of the Board of Directors. So long as at least 20% of the Series B initially issued remain outstanding, the holders of Series B, voting together as a separate class, are entitled to elect one member of the Board of Directors. The holders of common stock, voting as a separate class, are entitled to elect three members of the Board of Directors. The holders of convertible preferred stock and common stock, voting together as a single class on an as converted basis, are entitled to elect the remaining members of the Board of Directors.

Conversion Rights

Each share of convertible preferred stock is convertible to common stock, at the option of the holder, at any time after the date of issuance. Each share of convertible preferred stock automatically converts into that number of shares of common stock determined by dividing the applicable original issue price for such series by the applicable conversion price for such series. Each share is convertible upon the earlier of (i) immediately prior to the closing of an initial public offering of common stock provided that gross proceeds to the Company are not less than $250.0 million or (ii) the written request by the Company from the holders of a majority of the convertible preferred stock outstanding, except for Series C of which the vote of at least 60% of the outstanding shares of Series C convertible preferred stock is required. As of December 31, 2017, each share of convertible preferred stock is convertible into one share of common stock, except for Series D, which is convertible into approximately 1.0306 shares of common stock.

Liquidation Rights

In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, the holders of Series E convertible preferred stock are entitled to receive, prior to and in preference to the other classes of convertible preferred stock or common stock, an amount equal to its original issue price, as adjusted for stock splits, stock dividends, reclassifications or the like, plus declared but unpaid dividends. If, upon occurrence of such

F-28

an event, the assets and funds distributed among the holders of Series E convertible preferred stock are insufficient to permit the above payment to such holders, then the entire assets and funds of the Company legally available for distribution will be distributed ratably among the holders of Series E in proportion to the full preferential amount each such holder is otherwise entitled to receive.

Upon completion of the distribution to Series E, the holders of Series A, Series B, Series C and Series D convertible preferred stock (collectively, the “junior preferred stock”), on a pari passu basis, are entitled to receive, prior to and in preference to holders of common stock, an amount equal to its original issue price, as adjusted for stock splits, stock dividends, reclassifications or the like, plus declared but unpaid dividends. If, upon occurrence of such an event, the assets and funds distributed among the holders of junior convertible preferred stock are insufficient to permit the above payment to such holders, then the assets and funds of the Company legally available for distribution to the junior preferred stock will be distributed ratably among the holders in proportion to the preferential amount each such holder is otherwise entitled to receive.

Following the above payments, the remaining assets and surplus funds of the Company, if any, will be distributed ratably among the holders of common stock based on the number of shares of common stock held.

For the purpose of determining the amount each holders of convertible preferred stock is entitled to receive with respect to a liquidation event, each series of convertible preferred stock should be deemed to have converted into shares of common stock if such holder would receive, in the aggregate, an amount greater than the amount that would be distributed if not converted.

Repurchase of Series A Convertible Preferred Stock

During the year ended December 31, 2017, the Company repurchased 666,920 shares of outstanding Series A convertible preferred stock at $8.00 per share for a total consideration of $5.3 million. The difference between the repurchase amount and the carrying value of these shares of $4.7 million was recorded as a deemed dividend in accumulated deficit on the accompanying statements of stockholders’ equity.

11. Stock-Based Compensation

2012 Stock Plan

On June 12, 2012, the Board of Directors approved the 2012 Stock Plan (as amended and restated, the “2012 Plan”). Pursuant to the 2012 Plan, stock options, restricted shares, stock units and stock appreciation rights may be granted to employees, consultants and outside directors of the Company. Options granted may be either incentive stock options or nonstatutory stock options. As of December 31, 2017, 14,023,668 shares were approved and reserved under the 2012 Plan.

Stock options granted under the 2012 Plan may be incentive stock options (“ISOs”) or nonstatutory stock options (“NSOs”). ISOs may be granted only to the Company’s employees. NSOs may be granted to employees, directors and non-employees. Under the 2012 Plan, ISOs may be granted at an exercise price of not less than 100% of the fair market value of the common stock on the date of grant, determined by the Board of Directors. NSOs may be granted at an exercise price of not less than 85% of the fair market value of the common stock on the date of grant, determined by the Board of Directors. For individuals holding more than 10% of the voting rights of all classes of stock, the exercise price of an option will not be less than 110% of fair value. Options become exercisable and expire as determined by the Board of Directors, provided that the term of options may not exceed 10 years from the date of grant. Stock option agreements may provide for accelerated exercisability in the event of an optionee’s death, disability, retirement or other events.

F-29

Stock Option Activity

A summary of the Company’s stock option activity under the 2012 Plan and related information is as follows:

			Options Outstanding
	Shares Available for Grant		Shares Subject to Options Outstanding		Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Life	Aggregate Intrinsic Value
							(in years)	(in thousands)
Balance as of December 31, 2015	2,429,644		3,526,361		$	1.62	9.0	$	3,654
Granted	(2,009,200	)	2,009,200		2.69
Exercised	—		(182,346	)	1.49
Canceled	484,330		(484,330	)	1.90
Repurchase of early exercised shares	43,126		—
Balance as of December 31, 2016	947,900		4,868,885		2.05		8.6	3,325
Shares authorized	6,968,204		—
Granted	(6,350,888	)	6,350,888		3.08
Exercised	—		(464,851	)	1.66
Forfeited	737,025		(737,025	)	2.56
Balance as of December 31, 2017	2,302,241		10,017,897		$	2.68	7.2	$	7,595
Vested and Exercisable as of December 31, 2017			2,887,762		$	2.10	6.9	$	3,855

Aggregate intrinsic value represents the difference between the estimated fair value of the underlying common stock and the exercise price of outstanding, in-the-money options. The total intrinsic value of the options exercised during the years ended December 31, 2016 and 2017 was $221,000 and $606,000, respectively.

The weighted-average grant date fair value of options granted during the years ended December 31, 2016 and 2017 was $1.71 and $2.14 per share, respectively.

Future stock-based compensation for unvested options granted to employees as of December 31, 2017 was $15.0 million, which is expected to be recognized over a weighted-average period of 2.9 years.

Stock‑Based Compensation Expense

The following table presents the effect of employee and non‑employee option-related stock‑based compensation expense:

	Year Ended December 31,
	2016		2017
	(in thousands)
Cost of precision oncology testing	$	225	$	162
Research and development expense	479		507
Sales and marketing expense	1,031		80
General and administrative expense	236		2,921
Total stock-based compensation expense	$	1,971	$	3,670

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Valuation of Stock Options

The grant date fair value of employee stock options was estimated using a Black-Scholes option-pricing model with the following weighted-average assumptions:

	Year Ended December 31,
	2016	2017
Expected term (in years)	6.02 – 6.43	6.02 – 6.08
Expected volatility	65.2% – 67.7%	74.1% – 75.1%
Risk-free interest rate	1.2% – 2.3%	1.9% – 2.2%
Expected dividend yield	—%	—%

The determination of the fair value of stock options on the date of grant using a Black-Scholes option-pricing model is affected by the estimated fair value of the Company’s common stock, as well as assumptions regarding a number of variables that are complex, subjective and generally require significant judgment to determine. The valuation assumptions were determined as follows:

Fair Value of Common Stock

The grant date fair value of the Company’s common stock has been determined by the Company’s Board of Directors with the assistance of management and an independent third-party valuation specialist. The grant date fair value of the Company’s common stock was determined using valuation methodologies which utilizes certain assumptions including probability weighting of events, volatility, time to liquidation, a risk-free interest rate and an assumption for a discount for lack of marketability (Level 3 inputs). In determining the fair value of the Company’s common stock, the methodologies used to estimate the enterprise value of the Company were performed using methodologies, approaches, and assumptions consistent with the American Institute of Certified Public Accountants Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation.

Expected Term

The expected term represents the period that the options granted are expected to be outstanding and is determined using the simplified method (based on the mid-point between the vesting date and the end of the contractual term) as the Company has concluded that its stock option exercise history does not provide a reasonable basis upon which to estimate expected term.

Expected Volatility

The Company derived the expected volatility from the average historical volatilities over a period approximately equal to the expected term of comparable publicly traded companies within its peer group that were deemed to be representative of future stock price trends as the Company does not have any trading history for its common stock. The Company will continue to apply this process until a sufficient amount of historical information regarding the volatility of its own stock price becomes available.

Risk-Free Interest Rate

The risk-free interest rate is based on the U.S. Treasury rate, with maturities similar to the expected term of the stock options.

Expected Dividend Yield

The Company does not anticipate paying any dividends in the foreseeable future and, therefore, uses an expected dividend yield of zero.

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Valuation of Stock Option Grants to Non-Employees

Total options outstanding as of December 31, 2016 and 2017 includes 829,000 and 883,439 options, respectively, that were granted to non-employees, of which 300,000 and 250,000 were granted during the years ended December 31, 2016 and 2017, respectively. Stock-based compensation expense related to stock options granted to non-employees is recognized as the stock option is earned and the services are rendered. The fair value of stock options granted to non-employees was estimated on the date of grant using the Black-Scholes option pricing model. The valuation assumptions used were substantially consistent with the assumption used to value the employee options with the exception of the expected term which was based on the contractual term of the award. The fair value of the stock options granted to non-employees is calculated at each reporting date using the Black-Scholes options-pricing model with the following assumptions:

	Year Ended December 31,
	2016	2017
Expected term (in years)	6.0 – 10.0	6.0 – 10.0
Expected volatility	66.2% – 69.5%	66.1% – 73.4%
Risk-free interest rate	1.2% – 2.3%	1.2% – 2.3%
Expected dividend yield	—%	—%

Stock-based compensation related to grant of options to non-employees for the years ended December 31, 2016 and 2017 was $237,000 and $380,000, respectively.

Liabilities for Early Exercise of Employee Options

The Company allowed certain stock option holders to exercise unvested options to purchase shares of common stock. Shares received from such early exercises are subject to repurchase in the event of the optionee’s employment termination, at the original issuance price, until the options are fully vested. As of December 31, 2016 and 2017, 55,211 and 25,210 shares of common stock were subject to repurchase at weighted-average prices of $1.94 and $2.08 per share, respectively. As of December 31, 2016 and 2017, the cash proceeds received for unvested shares of common stock recorded within other current and long term liabilities on the balance sheet were insignificant. The shares issued pursuant to unvested options have been included in shares issued and outstanding on the balance sheet and statement of stockholders’ equity as such shares are considered legally outstanding.

12. Net Loss and Pro Forma Net Loss Per Share Attributable to Common Stockholders

The following table sets forth the computation of the basic and diluted net loss per share attributable to common stockholders:

	Year Ended December 31,
	2016			2017
	(in thousands, except per share data)
Net loss	$	(46,139	)	$	(83,221	)
Deemed dividend related to repurchase of Series A convertible preferred stock	—			(4,716		)
Deemed dividend related to change in conversion rate of Series D convertible preferred stock	—			(1,058		)
Net loss attributable to common stockholders, basic and diluted	$	(46,139	)	$	(88,995	)
Net loss per share attributable to common stockholders, basic and diluted	$	(2.61	)	$	(5.22	)
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted	17,692			17,054

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Since the Company was in a loss position for all periods presented, basic net loss per share attributable to common stockholders is the same as diluted net loss per share attributable to common stockholders, as the inclusion of all potential shares of common stock outstanding would have been anti-dilutive. The following weighted-average common stock equivalents were excluded from the calculation of diluted net loss per share attributable to common stockholders for the periods presented as they had an anti-dilutive effect:

	Year Ended December 31,
	2016	2017
	(in thousands)
Convertible preferred stock (on an as if converted basis)	39,318	60,745
Stock options issued and outstanding	4,125	7,021
Preferred stock warrants (on an as if converted basis)	10	10
Common stock warrants	548	517
Common stock subject to repurchase	137	39
Total	44,138	68,332

Unaudited Pro Forma Net Loss Per Share

The following table sets forth the computation of the unaudited pro forma basic and diluted net loss per share attributable to common stockholders:

	Year Ended December 31, 2017
	(unaudited) (in thousands, except per share data)
Numerator:
Pro forma net loss attributable to common stockholders, basic and diluted	$	(88,995	)
Denominator:
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted	17,054
Weighted-average shares of common stock issued upon assumed conversion of convertible preferred stock in an IPO	60,745
Weighted-average shares of common stock issued upon assumed exercise of common stock warrants prior to an IPO	517
Weighted-average shares used in computing pro forma net loss per share attributable to common stockholders, basic and diluted	78,316
Pro forma net loss per share attributable to common stockholders, basic and diluted	$	(1.14	)

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13. Income Taxes

The components of the provision for income taxes are as follows:

	Year Ended December 31,
	2016		2017
	(in thousands)
Current:
Federal	$	—	$	—
State	6		7
Total current tax expense	6		7
Total provision for income taxes	$	6	$	7

Deferred income taxes reflect the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets are as follows:

	Year Ended December 31,
	2016			2017
	(in thousands)
Deferred tax assets:
Net operating losses carryforwards	$	24,261		$	25,657
Property and equipment and intangible assets	6,812			10,436
Accruals and reserves	3,162			3,553
Debt issuance cost	2,227			—
Research and development credits	1,344			2,823
Stock-based compensation	557			727
Other	32			484
Total deferred tax asset	$	38,395		$	43,680
Deferred tax liabilities:
Property and equipment and intangible assets	$	(130	)	$	—
Less: valuation allowance	(38,265		)	(43,680		)
Net deferred tax assets	$	—		$	—

F-34

The Company’s effective tax rates for the years ended December 31, 2016 and 2017 differ from the U.S. federal statutory rate as follows:

	Year Ended December 31,
	2016			2017
	(in thousands)
Tax at the federal statutory rate	$	(15,687	)	$	(28,293	)
Other nondeductible items	360			371
Stock-based compensation	413			3,819
Research and development credits	(304		)	(714		)
Change in valuation allowance	16,640			5,415
State taxes, net of federal benefits	(1,224		)	(1,868		)
Change in tax rate due to Tax Act	—			21,346
Other	(192		)	(69		)
Total provision for income taxes	$	6		$	7

The Company’s actual tax expense differed from the statutory federal income tax expense using a tax rate of 34% for the years ended December 31, 2016 and 2017, primarily due to state income taxes, nondeductible expenses, research and development tax credits and the change in valuation allowance.

As of December 31, 2016 and 2017, the Company had a net operating loss carryforwards of $66.3 million and $107.3 million for federal purposes and $31.1 million and $46.9 million for state purposes, respectively which may be subject to limitations as described below. If not utilized, these carryforwards will begin to expire in 2031 for federal and 2020 for state purposes. Under the newly enacted federal income tax law, federal net operating losses incurred in 2018 and in future years may be carried forward indefinitely, but the deductibility of such federal net operating losses is limited. It is uncertain if and to what extent various states will conform to the newly enacted federal income tax law.

As of December 31, 2016 and 2017, the Company had research and development tax credit carryforwards for federal and state tax purposes of $768,000 and $1.5 million, and state research and development tax credit carryforwards of $872,000 and $1.7 million, respectively. The federal research and development tax credit carryforwards will expire at various dates beginning in the year 2032. The Company’s state research and development tax credit carryforwards do not expire.

Utilization of the net operating loss (“NOL”) carryforwards and credits may be subject to a substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code of 1986, as amended, and similar state provisions. The annual limitation may result in the expiration of NOL carryforwards and credits before utilization. Current laws impose substantial restrictions on the utilization of NOL carryforwards and credits in the event of an “ownership change” within a three-year period as defined by the Internal Revenue Code Section 382 (“Section 382”). If there should be an ownership change, the Company’s ability to utilize its NOL carryforwards and credits could be limited. The Company has not performed a Section 382 analysis.

Realization of the future tax benefits is dependent on the Company’s ability to generate sufficient taxable income within the carryforward period. Due to the Company’s history of U.S. operating losses, the Company believes that the recognition of the deferred tax assets arising from the above-mentioned future tax benefits is currently not more likely than not to be realized and, accordingly, have provided a full valuation allowance against net U.S. deferred tax assets. The net change in total valuation allowance is an increase of $16.6 million and $5.4 million for the years ended December 31, 2016 and 2017, respectively.

On December 22, 2017, the Tax Cuts and Jobs Act (the “Tax Act”) was signed into law. The new legislation decreases the U.S. corporate federal income tax rate from 35% to 21% effective January 1, 2018. The reduction in

F-35

tax rate resulted in a provisional $21.3 million reduction in deferred tax assets which was off-set by a corresponding reduction in the valuation allowance.

The Tax Act also includes a number of other provisions including the elimination of loss carrybacks and limitations on the use of future losses, repeal of the Alternative Minimum Tax regime, and the introduction of a base erosion and anti-abuse tax. These provisions are not expected to have immediate effect on the Company.

SAB 118 provides a one-year measurement period from a registrant’s reporting period that includes the Tax Act’s enactment date to allow the registrant sufficient time to obtain, prepare and analyze information to complete the accounting. While the Company was able to make reasonable estimates under SAB 118 for the impact of the reduction in corporate rate, the Company has not completed its analysis for other changes from the Tax Act. The final impacts of the Tax Act may differ from the above estimates, possibly materially, due to, among other things, changes in interpretations of the Tax Act, any legislative action to address questions that arise because of the Tax Act, any changes in accounting standards for income taxes or related interpretations in response to the Tax Act or any updates or changes to estimates the company has utilized under SAB 118. The Company will continue to analyze the impact of the Act as additional information and guidance is provided and complete its analysis within the measurement period in accordance with SAB 118.

Uncertain Tax Positions

The Company records unrecognized tax benefits, where appropriate, for all uncertain income tax positions. The Company recorded unrecognized tax benefits for uncertain tax positions of $884,000 and $1.7 million as of December 31, 2016 and 2017, respectively, of which none would impact the effective tax rate if recognized, because the benefit would be offset by an increase in the valuation allowance.

A reconciliation of the beginning and ending balance of total gross unrecognized tax benefits is as follows:

	Year Ended December 31,
	2016			2017
	(in thousands)
Unrecognized tax benefits - Beginning of period	$	1,691		$	884
Increases related to current year’s tax positions	353			828
Decreases related to prior years’ tax positions	(1,160		)	—
Unrecognized tax benefits - End of period	$	884		$	1,712

The Company’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. During the years ended December 31, 2016 and 2017, the Company recognized no interest and penalties associated with unrecognized tax benefits. There are no tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly increase or decrease within twelve months of the reporting date.

Due to the net operating loss carryforwards, all years remain open for income tax examination by tax authorities in the United States, various states and foreign tax jurisdictions in which the Company files tax returns.

14. Employee Benefit Plan

The Company sponsors a 401(k) plan that stipulates that eligible employees can elect to contribute to the 401(k) plan, subject to certain limitations, up to the lesser of the statutory maximum or 100% of eligible compensation on a pre-tax basis. Through December 31, 2016 and 2017, the Company has not elected to match employee contributions as permitted by the plan. The Company pays the administrative costs for the plan.

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15. Segment and Geographic Information

The following table sets forth the Company’s revenue by geographic areas based on the customers’ locations:

	Year Ended December 31,
	2016		2017
	(in thousands)
United States	$	21,641	$	47,758
International(1)	3,608		2,084
Total revenue	$	25,249	$	49,842

(1) No single country outside of the United States accounted for more than 10% of total revenue during the years ended December 31, 2016 and 2017.

As of December 31, 2016 and 2017, all of the Company’s long-lived assets are located in the United States.

16. Related Party Transactions

As further discussed in Note 8, the Company repurchased 2,224,044 shares of outstanding common stock from certain executive officers for $16.9 million. The difference between the repurchase amount and the fair value of repurchased shares of $10.0 million were recorded as cash-based compensation expense in the accompanying statement of operations.

The Company recognized revenue of $461,000 in the year ended December 31, 2017, from an entity affiliated with a member of the Company’s Board of Directors, who serves on the board of both the aforementioned entity and the Company. The individual was appointed to the Company’s board in January 2017.

17. Subsequent Events

In the first quarter of 2018, the Company settled a dispute and received a payment of $4.25 million, which will be reported as other income in the statement of operations for the quarter ended March 31, 2018.

In April 2018, the Company established a joint venture in the United States with an entity affiliated with SoftBank and a subsidiary in Singapore with an entity affiliated with SoftBank, a related party, for the sale, marketing and distribution of the Company’s tests worldwide, outside of North America, Central America, South America, the United Kingdom, all other member states of the European Union as of May 2017, Iceland, Norway, Switzerland and Turkey. The Company paid $9.0 million in May 2018 for 50% ownership interest in the joint venture. The affiliate of SoftBank contributed $41.0 million in May 2018 for the other 50% of ownership.

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Guardant Health, Inc.

Condensed Consolidated Balance Sheets

(in thousands, except share and per share data)

	December 31, 2017		June 30, 2018		Pro Forma Stockholders’ Equity as of June 30, 2018
			(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	72,280	$	110,771
Short-term marketable securities	$	149,040	$	152,662
Accounts receivable	12,787		10,563
Inventory	7,287		6,728
Prepaid expenses and other current assets	1,541		3,037
Total current assets	242,935		283,761
Long-term marketable securities	73,254		37,768
Property and equipment, net	16,036		29,254
Capitalized license fees	8,739		8,310
Deferred offering costs	—		1,961
Other assets	1,974		1,793
Total Assets	$	342,938	$	362,847
LIABILITIES, REEMABLE NONCONTROLLING INTEREST AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	4,998	$	8,617
Accrued compensation	4,911		4,962
Accrued expenses	6,406		12,248
Capital lease, current	199		106
Deferred revenue	3,113		3,873
Total current liabilities	19,627		29,806
Capital lease, net of current portion	460		154
Deferred rent, net of current portion	6,537		7,403
Obligation related to royalty	7,708		7,497
Other long-term liabilities	—		206
Total Liabilities	34,332		45,066
Commitments and contingencies (Note 8)
Redeemable noncontrolling interest	—		41,000

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Stockholders’ equity:
Convertible preferred stock, par value of $0.00001 per share; 80,104,464 shares authorized as of December 31, 2017 and June 30, 2018 (unaudited); 78,627,369 shares issued and outstanding as of December 31, 2017 and June 30, 2018 (unaudited) with aggregate liquidation preference of $501,410 as of June 30, 2018 (unaudited); no shares issued and outstanding as of June 30, 2018, pro forma (unaudited)	499,974			499,974			$	—
Common stock, par value of $0.00001 per share; 111,853,396 shares authorized as of December 31, 2017 and June 30, 2018 (unaudited); 16,124,868 and 16,972,963 shares issued and outstanding as of December 31, 2017 and June 30, 2018 (unaudited), actual; 96,309,834 shares issued and outstanding as of June 30, 2018, pro forma (unaudited)	—			—			1
Additional paid-in capital	4,900			8,718			508,691
Accumulated other comprehensive loss	(532		)	(692		)	(692		)
Accumulated deficit	(195,736		)	(231,219		)	(231,219		)
Total stockholders’ equity	308,606			276,781			$	276,781
Total liabilities, redeemable noncontrolling interest and stockholders’ equity	$	342,938		$	362,847

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-39

Guardant Health, Inc.

Condensed Consolidated Statements of Operations

(in thousands, except per share data)

	Six Months Ended June 30,
	2017			2018
	(unaudited)
Revenue:
Precision oncology testing	$	17,674		$	32,013
Development services	1,034			4,061
Total revenue	18,708			36,074
Costs and operating expenses:
Cost of precision oncology testing	13,325			17,551
Cost of development services	484			1,661
Research and development expense	10,196			19,809
Sales and marketing expense	15,133			22,887
General and administrative expense	11,887			15,516
Total costs and operating expenses	51,025			77,424
Loss from operations	(32,317)			(41,350		)
Interest income	565			1,974
Interest expense	(2,095)			(648		)
Loss on debt extinguishment	(5,075)			—
Other income (expense), net	(649)			4,544
Loss before provision for income taxes	(39,571		)	(35,480		)
Provision for income taxes	—			3
Net loss	$	(39,571	)	$	(35,483	)
Deemed dividend related to change in conversion rate of Series D convertible preferred stock	(1,058		)	—
Net loss attributable to common stockholders	$	(40,629	)	$	(35,483	)
Net loss per share attributable to common stockholders, basic and diluted	$	(2.27	)	$	(2.15	)
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted	17,923			16,475
Pro forma net loss per share attributable to common stockholders, basic and diluted (unaudited)				$	(0.37	)
Weighted-average shares used in computing pro forma net loss per share attributable to common stockholders, basic and diluted (unaudited)				95,847

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-40

Guardant Health, Inc.

Condensed Consolidated Statements of Comprehensive Loss

(in thousands)

	Six Months Ended June 30,
	2017			2018
	(unaudited)
Net loss	$	(39,571	)	$	(35,483	)
Other comprehensive loss, net of tax impact:
Unrealized loss on available-for-sale securities	(61)			(160		)
Comprehensive loss	$	(39,632	)	$	(35,643	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-41

Guardant Health, Inc.

Condensed Consolidated Statement of Redeemable Noncontrolling Interest and Stockholders’ Equity

(in thousands, except share data)

	Redeemable Noncontrolling Interest		Equity Attributable to Guardant Health, Inc. Stockholders
			Convertible Preferred Stock			Common Stock				Additional Paid-in Capital			Accumulated Other Comprehensive Loss			Accumulated Deficit			Total Stockholders’ Equity
			Shares	Amount		Shares		Amount
Balance as of December 31, 2017	$	—	78,627,369	$	499,974	16,124,868		$	—	$	4,900		$	(532	)	$	(195,736	)	$	308,606
Issuance of common stock upon exercise of stock options (unaudited)	—		—	—		771,894		—		1,527			—			—			1,527
Issuance of common stock upon early exercise of stock options (unaudited)	—		—	—		60,000		—		—			—			—			—
Issuance of common stock upon exercise of warrants (unaudited)	—		—	—		59,144		—		6			—			—			6
Repurchase of common stock (unaudited)	—		—	—		(42,943	)	—		(172		)	—			—			(172		)
Stock-based compensation (unaudited)	—		—	—		—		—		2,457			—			—			2,457
Proceeds from sale of equity interests in noncontrolling interests (unaudited)	41,000		—	—		—		—		—			—			—			—
Other comprehensive loss, net of tax impact (unaudited)	—		—	—		—		—		—			(160		)	—			(160		)
Net loss (unaudited)	—		—	—		—		—		—			—			(35,483		)	(35,483		)
Balance as of June 30, 2018 (unaudited)	$	41,000	78,627,369	$	499,974	16,972,963		$	—	$	8,718		$	(692	)	$	(231,219	)	$	276,781

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-42

Guardant Health, Inc.

Condensed Consolidated Statements of Cash Flows

(in thousands)

	Six Months Ended June 30,
	2017			2018
	(unaudited)
OPERATING ACTIVITIES:
Net loss	$	(39,571	)	$	(35,483	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	2,475			2,964
Unrealized translation losses on obligation related to royalty	606			(205		)
Non-cash stock-based compensation	1,290			2,457
Non-cash interest expense	464			(7		)
Loss on debt extinguishment	5,075			—
Amortization of premium or discounts on marketable securities	63			150
Changes in operating assets and liabilities:
Accounts receivable	(1,455		)	2,224
Inventory	(1,056		)	559
Prepaid expenses and other current assets	97			(1,496		)
Other assets	(22		)	255
Accounts payable	680			823
Accrued compensation	426			51
Accrued expenses and other current liabilities	3,402			2,482
Deferred rent	(204		)	866
Deferred revenue	217			760
Net cash used in operating activities	(27,513		)	(23,600		)
INVESTING ACTIVITIES:
Purchase of marketable securities	(119,714		)	(44,070		)
Maturity of marketable securities	31,950			75,625
Purchase of property and equipment	(953		)	(11,360		)
Payment in connection with a license agreement	(1,102		)	—
Net cash (used in) provided by investing activities	(89,819		)	20,195
FINANCING ACTIVITIES:
Payment related to settlement of debt and buyout of royalty obligations	(25,844		)	—
Payments made on capital lease obligations	(156		)	(399		)
Proceeds from issuance of convertible preferred stock, net of issuance costs	131,836			—
Proceeds from issuance of common stock upon exercise of stock options	213			1,734
Proceeds from issuance of common stock upon the exercise of warrants	—			6
Repurchase of common stock	—			(172		)
Payment of offering costs related to initial public offering	—			(168		)

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Net proceeds from issuance of equity interests in redeemable noncontrolling interest	—			41,000
Net cash provided by financing activities	106,049			42,001
Net (decrease) increase in cash, cash equivalents and restricted cash	(11,283		)	38,596
Cash, cash equivalents and restricted cash - Beginning of period	33,591			72,596
Cash, cash equivalents and restricted cash - End of period	$	22,308		$	111,192
Supplemental Disclosures of Cash Flow Information:
Cash paid for interest	$	1,290		$	51
Cash paid for income taxes	$	26		$	—
Supplemental Disclosures of Noncash Investing and Financing Activities:
Capitalized license fees financed through future royalty payment	$	6,302		$	—
Issuance of Series D convertible preferred stock in exchange for a technology license agreement	$	1,060		$	—
Increase in purchases of property and equipment included in accounts payable and accrued expenses	$	1,245		$	4,361
Vesting of common stock exercised early	$	25		$	—
Property and equipment acquired under capital leases	$	346		$	—
Deferred offering costs included in accounts payable and accrued expenses	$	—		$	1,794

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-44

Guardant Health, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

1. Description of Business

Guardant Health, Inc. (the “Company”) is a leading precision oncology company focused on helping conquer cancer globally through use of its proprietary blood tests, vast data sets and advanced analytics. The key to conquering cancer is unprecedented access to its molecular information throughout all stages of the disease, which it enables by a routine blood draw, or liquid biopsy. The Guardant Health Oncology Platform is designed to leverage the Company’s capabilities in technology, clinical development, regulatory, reimbursement and commercial adoption to improve patient clinical outcomes, lower healthcare costs and accelerate biopharmaceutical drug development. In pursuit of its goal to manage cancer across all stages of the disease, it has launched multiple liquid biopsy-based tests, Guardant360 and GuardantOMNI for advanced stage cancer patients, which fuel its development programs for recurrence and early detection, LUNAR-1 and LUNAR-2, respectively. Guardant360, which the Company launched in 2014, has been used by oncologists, biopharmaceutical companies and National Comprehensive Cancer Network cancer centers. GuardantOMNI, purpose-built comprehensive genomic profiling tool to enable the Company’s biopharmaceutical customers to accelerate clinical development programs in both the immuno-oncology and targeted therapy areas, was launched in 2017.

The Company was incorporated in Delaware in December 2011 and is headquartered in Redwood City, California. In April 2018, the Company established Guardant Health AMEA, Inc. (the “Joint Venture”) in the United States with an entity affiliated with SoftBank. Under the terms of the joint venture agreement, the Company held a 50% ownership interest in the Joint Venture. As of June 30, 2018, the Joint Venture has branch offices in Singapore and Japan (see Note 3).

2. Summary of Significant Accounting Policies

Basis of Presentation

The Company’s condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The accompanying condensed consolidated financial statements include the accounts of Guardant Health, Inc. and its consolidated Joint Venture. Other stockholders’ interests in the Joint Venture are shown in the condensed consolidated financial statements as redeemable noncontrolling interests. All significant intercompany balances and transactions have been eliminated in consolidation.

The Company believes that its existing cash and cash equivalents and marketable securities at June 30, 2018 will be sufficient to allow the Company to fund its current operating plan through at least a period of one year after the date the condensed consolidated financial statements are issued. As the Company continues to incur losses, its transition to profitability is dependent upon a level of revenues adequate to support the Company’s cost structure. If the Company’s transition to profitability is not consistent with its current operating plan, the Company may have to seek additional capital.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and the related disclosures at the date of the condensed consolidated financial statements, as well as the reported amounts of revenues and expenses during the periods presented. The Company bases its estimates on historical experience and other market-specific or other relevant assumptions that it believes to be reasonable under the circumstances. Estimates are used in several areas including, but not limited to, best estimate of selling price used in the accounting for multiple-element revenue arrangements, estimation of potential credit losses on accounts receivable, the valuation of inventory, recovery of long-lived assets, stock-based compensation, fair value of common stock and warrants, contingencies, the provision for income taxes, including related reserves, among others. These estimates generally involve complex issues and require judgments, involve the analysis of historical

F-45

results and prediction of future trends, can require extended periods of time to resolve and are subject to change from period to period. Actual results may differ materially from management’s estimates.

Unaudited Interim Condensed Financial Statements

The accompanying condensed consolidated balance sheet as of June 30, 2018, the condensed consolidated statements of operations and cash flows for the six months ended June 30, 2017 and 2018, the condensed consolidated statement of redeemable noncontrolling interest and stockholders’ equity for the six months ended June 30, 2018, and the related interim condensed consolidated disclosures are unaudited. In management’s opinion, the unaudited condensed consolidated financial statements have been prepared on the same basis as the annual financial statements for the year ended December 31, 2016 and 2017, and include all adjustments necessary to state fairly the financial position as of June 30, 2018; the results of operations and cash flows for the six months ended June 30, 2017 and 2018; and the condensed consolidated statement of redeemable noncontrolling interest and stockholders’ equity for the six months ended June 30, 2018. The consolidated balance sheet as of December 31, 2017 included herein was derived from the audited financial statements as of that date. The results for the six months ended June 30, 2017 and 2018 are not necessarily indicative of the operating results to be expected for the full fiscal year or any future period.

Unaudited Pro Forma Stockholders’ Equity

The Company has presented unaudited pro forma stockholders’ equity as of June 30, 2018 in order to show the assumed effect on the condensed consolidated balance sheet of the conversion of the outstanding convertible preferred stock upon the consummation of an initial public offering (“IPO”) and the exercise of common stock warrants prior to the consummation of the IPO. Upon the consummation of an IPO, all of the outstanding convertible preferred stock will convert into 78,970,767 shares of common stock. All of the common stock warrants are assumed to be exercised, for cash, to acquire 366,104 shares of common stock prior to the completion of IPO. The unaudited pro forma stockholders’ equity does not give effect to any proceeds from the assumed IPO.

Foreign Currency Translation

The functional currency of the branch offices of the consolidated Joint Venture is the local currency. The assets and liabilities of the subsidiaries are translated into U.S. dollars at exchange rates in effect at each balance sheet date, with the resulting translation adjustments recorded to a separate component of accumulated other comprehensive loss within stockholders’ equity. Income and expense accounts are translated at average exchange rates during the period. Foreign currency transaction gains and losses resulting from transactions denominated in a currency other than the functional currency are recognized in the consolidated statements of operations. For the six months ended June 30, 2018, no foreign currency translation adjustment was recorded as the branch offices of the Company’s consolidated Joint Venture has limited operations.

Cash and Cash Equivalents and Restricted Cash

Cash equivalents consist of highly liquid investments with original maturities at the time of purchase of three months or less. Cash equivalents include bank demand deposits and money market accounts that invest primarily in U.S. government-backed securities and treasuries. Cash equivalents are carried at cost, which approximates their fair value.

Restricted cash consists of deposits related to the Company’s corporate credit card. Restricted cash balance as of December 31, 2017 and June 30, 2018 was $316,000 and $421,000, respectively, which is included in other assets in the accompanying condensed consolidated balance sheets.

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The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the condensed consolidated balance sheets that sum to the total of the same amounts shown in the condensed consolidated statements of cash flows:

	December 31, 2017		June 30, 2018
			(unaudited)
	(in thousands)
Cash and cash equivalents	$	72,280	$	110,771
Restricted cash	316		421
Total cash and cash equivalents and restricted cash	$	72,596	$	111,192

Concentration of Risk

The Company is subject to credit risk from its portfolio of cash equivalents held at one commercial bank and investments in marketable securities. The Company limits its exposure to credit losses by investing in money market funds through a U.S. bank with high credit ratings. The Company’s cash may consist of deposits held with banks that may at times exceed federally insured limits, however, its exposure to credit risk in the event of default by the financial institution is limited to the extent of amounts recorded on the condensed consolidated balance sheets. The Company performs evaluations of the relative credit standing of these financial institutions to limit the amount of credit exposure.

The Company also invests in investment‑grade debt instruments and has policy limits for the amount it can invest in any one type of security, except for securities issued or guaranteed by the U.S. government. The goals of the Company’s investment policy, in order of priority, are as follows: safety and preservation of principal and diversification of risk; liquidity of investments sufficient to meet cash flow requirements; and a competitive after‑tax rate of return. Under its investment policy, the Company limits amounts invested in such securities by credit rating, maturity, investment type and issuer, as a result, the Company is not exposed to any significant concentrations of credit risk from these financial instruments.

The Company is also subject to credit risk from its accounts receivable. The majority of the Company’s accounts receivable arises from the provision of precision oncology services in the United States and are primarily with biopharmaceutical companies with high credit ratings. The Company has not experienced any material losses related to receivables from individual customers, or groups of customers. The Company does not require collateral. Accounts receivable are recorded at the invoiced amount and do not bear interest.

Significant customers are those which represent more than 10% of the Company’s total revenue or accounts receivable balance at each respective condensed consolidated balance sheet date. For each significant customer, revenue as a percentage of revenue and accounts receivable as a percentage of accounts receivable are as follows:

	Revenue				Accounts Receivable
	Six Months Ended June 30,				December 31, 2017		June 30, 2018
	2017		2018
	(unaudited)						(unaudited)
Customer A	15	%	11	%	*		*
Customer B	13	%	12	%	24	%	28	%
Customer C	*		*		23	%	*
Customer D	*		*		13	%	14	%
Customer E	*		*		10	%	12	%

* less than 10%

F-47

Accounts Receivable

Accounts receivable represent valid claims against biopharmaceutical companies, research institutes and international distributors. The Company evaluates the collectability of its accounts receivable and provides for an allowance for potential credit losses based on management’s best estimate of the amount of probable credit losses. As of December 31, 2017 and June 30, 2018, the Company had no allowance for doubtful accounts.

Revenue Recognition

The Company derives revenue from the provision of precision oncology testing services provided to its ordering physicians and biopharmaceutical customers, as well as from biopharmaceutical research and development services provided to its biopharmaceutical customers. Precision oncology services include genomic profiling and the delivery of other genomic information derived from the Company’s platform. Development services include the development of new platforms and information solutions, including companion diagnostic development and laboratory services. The Company currently receives payments from commercial third-party payers, certain hospitals and oncology centers and individual patients, as well as biopharmaceutical companies and research institutes.

The Company recognizes revenue when all of the following criteria are met: (i) persuasive evidence of an arrangement exists; (ii) delivery has occurred; (iii) the fee is fixed or determinable; and (iv) collectability is reasonably assured. Criterion (i) is satisfied when the Company has an arrangement or contract in place. Criterion (ii) is satisfied when the Company delivers a test report corresponding to each sample, without further commercial obligations. Determination of criteria (iii) and (iv) are based on management’s judgments regarding whether the fee is fixed or determinable, and whether the collectability of the fee is reasonably assured. The Company recognizes revenue from the sale of its precision oncology tests for clinical customers, including certain hospitals, cancer centers, other institutions and patients, at the time results of the test are reported to physicians, if criteria (i) through (iv) above are met. The Company recognizes revenue on a cash basis when it cannot conclude that criteria (iii) and (iv) have been met. Most of precision oncology tests requested by clinical customers are sold without a contracted engagement with a third-party payer; therefore, the Company experiences significant variability in collections and does not have sufficient history to establish a predictable pattern of payment. Because the price is not fixed or determinable and collectability is not reasonably assured, the Company recognizes revenue on a cash basis for sales of its liquid biopsy tests to clinical customers where collection depends on a third-party payer or the individual patient. The Company uses judgment in its assessment of whether the fee is fixed or determinable and whether collectability is reasonably assured in determining when to recognize revenue. Accordingly, the Company expects to recognize revenue on a cash basis for these clinical customers until it has sufficient history to reliably estimate payment patterns. In August 2018, the Company received positive coverage decision under Medicare and is in the process of evaluating whether this impacts its assessment of when revenue recognition criteria are satisfied for clinical customers with Medicare coverage. The Company’s precision oncology information services are delivered electronically, and as such there are no shipping or handling fees incurred by the Company or billed to customers.

Revenue from sales of the Company’s tests to biopharmaceutical customers are based on a negotiated price per test or on the basis of an agreement to provide certain testing volume, data access or biopharmaceutical research and development services over a defined period. The Company recognizes revenue upon delivery of the test results, or over the period in which biopharmaceutical research and development services are provided, as appropriate.

Multiple-element arrangements

The Company performs development services for its biopharmaceutical customers utilizing its precision oncology information platform. Contracts with biopharmaceutical customers are primarily analyzed as multiple-element arrangements given the nature of the service deliverables. For development services performed, the Company is compensated in various ways, including (i) through non-refundable regulatory and other developmental milestone payments; and (ii) through royalty and sales milestone payments. The Company performs development services as part of its normal activities. The Company records these payments as development services revenue in the condensed consolidated statements of operations using a proportional performance model over the period which the unit of accounting is delivered or based on the level of effort expended to date over the total expected effort, whichever is considered the most appropriate measure of performance. For development of new products or services under these arrangements, costs incurred before technological feasibility is assured are included as

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research and development expenses in the Company’s condensed consolidated statements of operations, while costs incurred thereafter are recorded as cost of development services.

The Company collaborates with pharmaceutical companies in the development and clinical trials of new drugs. As part of these collaborations, the Company provides services related to regulatory filings with the FDA to support companion diagnostic device submissions for the Company’s liquid biopsy panels. Under these collaborations the Company generates revenue from achievement of milestones, as well as provision of on-going support. These collaboration arrangements include no royalty obligations.

For revenue arrangements with multiple deliverables, the Company evaluates each deliverable to determine whether it qualifies as a separate unit of accounting. This determination is based on whether the deliverable has stand-alone value to the customer and whether a general right of return exists. In assessing whether an item has standalone value, the Company considers factors such as the research, development and commercialization capabilities of a third party and the availability of the associated expertise in the general marketplace. In addition, the Company considers whether the other party in the arrangement can use the other deliverables for their intended purpose without the receipt of the remaining elements, whether the value of the deliverable is dependent on the undelivered items and whether there are other vendors that can provide the undelivered elements.

The consideration that is fixed or determinable is then allocated to each separate unit of accounting based on the relative selling price of each deliverable. The Company allocates the arrangement consideration following a hierarchy to determine the relative selling price to be used for allocating revenue to deliverables: (i) vendor-specific objective evidence of fair value (“VSOE”), (ii) third-party evidence of selling price (“TPE”), and (iii) best estimate of the selling price (“BESP”) if neither VSOE nor TPE is available. The Company typically uses BESP to estimate the selling price, since it generally does not have VSOE or TPE of selling price for its units of accounting under multiple-element arrangements. In developing the BESP for a unit of accounting, the Company considers applicable market conditions and estimated costs. The Company validates the BESP for units of accounting by evaluating whether changes in the key assumptions used to determine the BESP will have a significant effect on the allocation of arrangement consideration between multiple units of accounting. The consideration allocated to each unit of accounting is recognized as the related goods or services are delivered, limited to the consideration that is not contingent upon future deliverables. The Company uses judgment in identifying the deliverables in its arrangements, assessing whether each deliverable is a separate unit of accounting and in determining the best estimate of selling price for certain deliverables. The Company also uses judgment in determining the period over which the deliverables are recognized in certain of its arrangements. Any amounts received that do not meet the criteria for revenue recognition are recorded as deferred revenue until such criteria are met.

The Company performed laboratory installation and maintenance services for one of its customers as part of a multiple-element arrangement entered into in 2017. The Company recognized certain revenue from its construction service deliverables in a multiple-element collaboration arrangement based on the completed-contract method. This method was used as the Company determined that it did not have the basis for estimating performance under the contract. Other construction service deliverables under that contract were recognized under the percentage-of-completion method due to the Company’s ability to make reasonably dependable estimates of the extent of progress toward contract completion. Construction services were completed in March 2018.

Milestones

The Company recognizes payments that are contingent upon achievement of a substantive milestone in their entirety in the period in which the milestone is achieved. Milestones are defined as events that can only be achieved based on the Company’s performance and there is substantive uncertainty about whether the event will be achieved at the inception of the arrangement. Events that are contingent only on the passage of time or only on counterparty performance are not considered substantive milestones. Further, the amounts received must relate solely to prior performance, be reasonable relative to all of the deliverables and payment terms within the agreement and commensurate with the Company’s performance to achieve the milestone after commencement of the agreement. Any contingent payment that becomes payable upon achievement of events that are not considered substantive milestones are allocated to the units of accounting previously identified at the inception of an arrangement when the contingent payment is received and revenue is recognized based on the revenue recognition criteria for each

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unit of accounting. Revenue from commercial milestone payments are recorded as revenue upon achievement of the milestone, assuming all other revenue recognition criteria are met.

As of December 31, 2017 and June 30, 2018, the deferred revenue balance was $3.1 million and $3.9 million, respectively, which included $1.5 million and $1.3 million, respectively, related to GuardantOMNI panel collaboration development efforts to be recognized as the Company performs research and development in the future periods.

Costs of Precision Oncology Testing

Cost of precision oncology testing generally consists of cost of materials, direct labor including bonus, benefit and stock-based compensation, equipment and infrastructure expenses associated with processing liquid biopsy test samples (including sample accessioning, library preparation, sequencing, quality control analyses and shipping charges to transport blood samples), freight, curation of test results for physicians and license fees due to third parties. Infrastructure expenses include depreciation of laboratory equipment, rent costs, amortization of leasehold improvements and information technology costs. Costs associated with performing the Company’s tests are recorded as the tests are processed regardless of whether revenue was recognized with respect to that test. Royalties for licensed technology calculated as a percentage of revenues generated using the associated technology are recorded as expense at the time the related revenues are recognized. One-time royalty payments related to signing of license agreements or other milestones, such as issuance of new patents, are amortized to expense over the expected useful life of the patents.

Cost of Development Services

Cost of development service includes costs incurred for the performance of development services requested by the Company’s customers. For development of new products, costs incurred before technological feasibility has been achieved are reported as research and development expenses, while costs incurred thereafter are reported as cost of development services.

Deferred Offering Costs

Deferred offering costs consist of fees and expenses incurred in connection with the anticipated sale of the Company’s common stock in the IPO, including the legal, accounting, printing and other IPO-related costs. Deferred offering costs of $2.0 million are capitalized and classified within noncurrent assets on the condensed consolidated balance sheet as of June 30, 2018. There were no deferred offering costs as of December 31, 2017. The deferred offering costs will be offset against proceeds from the IPO upon the consummation of the IPO. In the event the IPO is terminated, all capitalized deferred offering costs will be expensed.

Stock‑Based Compensation

Stock‑based compensation related to stock options granted to the Company’s employees is measured at the grant date based on the fair value of the award. The fair value is recognized as expense over the requisite service period, which is generally the vesting period of the respective awards. Starting January 1, 2017, upon adoption of Accounting Standards Update (“ASU”) 2016 -09, Compensation – Stock Compensation (Topic 718), forfeitures are accounted for as they occur. The Company uses the Black‑Scholes option‑pricing model to estimate the fair value of its stock options. The Black-Scholes option-pricing model requires assumptions to be made related to the estimated fair value of the Company’s common stock at the applicable measurement date, expected term of an award, expected volatility, risk-free rate and expected dividend yield.

The Company accounts for stock options issued to non-employees based on the estimated fair value at the grant date and re-measured at each reporting period using the Black-Scholes option-pricing model. The measurement of stock-based compensation is subject to periodic adjustments as the underlying equity instruments vest, and the resulting change in value, if any, is recognized in the Company’s condensed consolidated statements of operations during the period that the related services are rendered.

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Net Loss Per Share Attributable to Common Stockholders

The Company calculates its basic and diluted net loss per share attributable to common stockholders in conformity with the two-class method required for companies with participating securities. The Company considers its convertible preferred stock to be participating securities. In the event a dividend is declared or paid on the Company’s common stock, holders of preferred stock are entitled to a share of such dividend in proportion to the holders of common stock on an as-if converted basis. Under the two-class method, basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period. Net loss attributable to common stockholders is determined by allocating undistributed earnings between common and preferred stockholders. The diluted net loss per share attributable to common stockholders is computed by giving effect to all potential dilutive common stock equivalents outstanding for the period determined using the treasury stock method. The net loss attributable to common stockholders was not allocated to the preferred stock under the two-class method as the preferred stock does not have a contractual obligation to share in the Company’s losses. For purposes of this calculation, convertible preferred stock, common stock warrants and stock options are considered common stock equivalents but have been excluded from the calculation of diluted net loss per share attributable to common stockholders as their effect is anti-dilutive.

Unaudited Pro Forma Net Loss Per Share Attributable to Common Stockholders

In contemplation of an IPO, the Company has presented the unaudited pro forma basic and diluted net loss per share attributable to common stockholders for the six months ended June 30, 2018, which has been computed to give effect to (i) the conversion of all convertible preferred stock into shares of common stock as if the conversion had occurred as of the later of the beginning of the period or the original date of issuance; and (ii) the issuance of common stock upon the assumed exercise, for cash, of all outstanding common stock warrants prior to the completion of IPO. It also reflects the impact on the number of common stock shares caused by a change in the conversion ratio of Series D convertible preferred stock. The pro forma net loss per share attributable to common stockholders does not include proceeds to be received from nor does it include shares expected to be sold in the assumed IPO.

Recent Accounting Pronouncements Not Yet Adopted

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASC606”). The new standard is based on the principle that revenue should be recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Since its initial release, the FASB has issued several amendments to the standard, which include clarification of accounting guidance related to identification of performance obligations, intellectual property licenses and principal vs. agent considerations. The new guidance and all subsequent amendments will be effective for the Company beginning on January 1, 2019 and may be applied using either the full retrospective method, in which case the standard would be applied to each prior reporting period presented, or the modified retrospective method, in which case the cumulative effect of applying the standard would be recognized at the date of initial application. Early adoption is permitted.

The Company identified certain differences in accounting for revenue recognition as a result of developing an adoption plan for ASC 606. For precision oncology testing revenue, the Company identified a difference in accounting for certain revenue arrangements from the application of the new revenue accounting standard as compared to the previous revenue accounting standards. Historically, for certain clinical customers, the Company deferred revenue recognition until cash receipt when the price pursuant to the underlying customer arrangement was not fixed and determinable and collectability was not reasonably assured. Under the new standard, this is considered variable consideration. For these arrangements, the Company will record an estimate of the transaction price, subject to the constraint in the new standard for variable consideration, as revenue at the time of delivery. This estimate will be monitored in subsequent periods and adjusted as necessary based on actual collection experience. This will result in earlier revenue recognition as compared to previous revenue recognition. The Company is still in the process of quantifying the impact of new guidance on its condensed consolidated financial statements.

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In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The new standard requires lessees to recognize most leases on their balance sheets as lease liabilities with corresponding right-of-use assets and eliminates certain real estate-specific provisions. The new guidance will be effective for the Company beginning in 2020, at which time, the new guidance will be adopted on a modified retrospective transition basis for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the consolidated financial statements. The Company is currently evaluating the impact of new guidance on its condensed consolidated financial statements and anticipates the recognition of additional assets and corresponding liabilities on its condensed consolidated balance sheet related to leases. The adoption of the standard is also expected to materially impact the Company’s condensed consolidated financial statement disclosures related to leases.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments, which amends the impairment model by requiring entities to use a forward-looking approach based on expected losses to estimate credit losses on certain types of financial instruments, including trade receivables and available for sale debt securities. The new guidance is effective for the Company beginning in 2021, with early adoption permitted. The Company is currently evaluating the impact of the new guidance on its condensed consolidated financial statements.

In June 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, which expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The new guidance is effective for the Company beginning in 2019, with early adoption permitted. The Company is currently evaluating the impact of the new guidance on its condensed consolidated financial statements.

On December 22, 2017, the U.S. federal government enacted the Tax Cuts and Jobs Act (“the Tax Act”). The Tax Act contains, among other things, significant changes to corporate taxation, including reduction of the corporate tax rate from a top marginal rate of 35% to a flat rate of 21% for tax years beginning after December 31, 2017, limitation of the deduction for net operating losses to 80% of current year taxable income and elimination of net operating loss carrybacks, implementing a territorial tax system, and requiring a mandatory one-time tax on U.S. owned undistributed foreign earnings and profits known as the transition tax. In December 2017, SEC staff issued Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act (“SAB 118”) to address the accounting implications of recently enacted U.S. federal tax reform. SAB 118 allows companies to record provisional amounts during a measurement period not to extend beyond one year of the enactment date to address ongoing guidance and tax interpretations that are expected over the next 12 months. The Company has adopted SAB 118 and currently considers its accounting of the impact of U.S. federal tax reform to be incomplete but continues to make a reasonable estimate of the effects on our existing deferred tax assets. The Company expects to complete the remainder of the analysis within the measurement period in accordance with SAB 118. Adjustments, if any, are not expected to impact the statement of operations due to the full valuation allowance on the Company’s deferred tax assets.

3. Investment in Joint Venture

Variable Interest Entity (“VIE”)

In connection with SoftBank’s purchase of its Series E convertible preferred stock, the Company entered into a joint venture agreement with an entity affiliated with SoftBank, a related party. In May 2018, the Company and SoftBank formed and capitalized Guardant Health AMEA, Inc. (the “Joint Venture”) for the sale, marketing and distribution of the Company’s tests in all areas worldwide, outside of North America, Central America, South America, the United Kingdom, all other member states of the European Union as of May 2017, Iceland, Norway, Switzerland and Turkey. The Company expects to rely on the Joint Venture to accelerate commercialization of its products in Asia, the Middle East and Africa, with an initial focus on Japan.

Under the terms of the joint venture agreement, the Company paid $9.0 million for 40,000 shares of common stock, or 50% ownership interest, of the Joint Venture, and the affiliate of SoftBank contributed $41.0 million for 40,000 shares of common stock, or the other 50% ownership interest, of the Joint Venture. Neither party has the obligation to provide additional financial support to the Joint Venture. Each party holds two seats on the board of the Joint Venture and has to cast at least one vote for any board resolution of the Joint Venture to pass. The

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representatives of the Company on the Joint Venture’s board of directors have the right to appoint and remove a chief executive officer and a legal representative for the Joint Venture, in each case, subject to the approval of the full Joint Venture board of directors. The Joint Venture’s board of directors has the right to appoint and remove all other members of the Joint Venture’s senior management reporting to its chief executive officer and to approve the compensation of all foregoing individuals, including the compensation of the chief executive officer and legal representative.

At the inception of the arrangement and at the end of each reporting period, the Company assesses whether the Joint Venture is a variable interest entity (“VIE”), and if so, who is the primary beneficiary of the VIE. As of June 30, 2018, the Company and SoftBank had equal ownership interests and equal voting rights in the Joint Venture, and the Joint Venture’s board consisted of an equal number of directors representing the interest of the Company and SoftBank, respectively. As of June 30, 2018, the Joint Venture’s board had the right to vote on all critical matters that most significantly impact the Joint Venture’s economic performance, except that the Company had the unilateral right to make pricing decisions. As of June 30, 2018, the Company had responsibility for the Joint Venture’s daily operations, while SoftBank served as a financing partner. The Company also entered into various ancillary agreements with the Joint Venture necessary to operate its business. The Joint Venture is deemed to be a VIE and considering the power and benefits criterion, the Company and SoftBank, collectively as a related party group, has the characteristics of the primary beneficiary of the Joint Venture as the related party group has the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and has the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. Because the Company is most closely associated with the Joint Venture within the related party group, it has been identified as the VIE’s primary beneficiary. As the primary beneficiary, the Company has consolidated the financial position, results of operations and cash flows of the Joint Venture in its financial statements and all intercompany balances have been eliminated in consolidation. The Company concluded the Joint Venture did not meet the definition of a business upon consolidation as it lacked the processes required to generate outputs. Upon consolidation no liabilities were assumed and other than cash, any identifiable assets were related to intellectual property rights that the Company transferred to the Joint Venture shortly before it became its primary beneficiary and therefore such transfer was treated as a common control transaction. The non-controlling interest of the affiliate of SoftBank was recorded at its estimated fair value of $41.0 million. The fair value was estimated to be equal to the original investment made by the affiliate of SoftBank. As of June 30, 2018, the Joint Venture had total assets of approximately $50.0 million, which was primarily comprised of cash. Although the Company consolidates the Joint Venture, the legal structure of the Joint Venture limits the recourse that its creditors will have over the Company’s general credit or assets.  Similarly, the assets held in the Joint Venture can be used only to settle obligations of the Joint Venture. As of June 30 2018, the Company has not provided financial or other support to the Joint Venture that was not previously contracted or required.

Put-call arrangements

The joint venture agreement includes a put-call arrangement with respect to the shares of the Joint Venture held by SoftBank and its affiliates. Under certain specified circumstances and on terms specified in the joint venture agreement, SoftBank will have the right to cause the Company to purchase all shares of the Joint Venture held by SoftBank and its affiliates, and the Company will have a similar right to purchase all such shares.

If the Company’s business model were to change such that the sale, marketing and distribution of its tests in the territory covered by the joint venture agreement was no longer economical, SoftBank would have the right to cause the Company to purchase, or the Company would have the right to purchase, all of the shares of the Joint Venture held by SoftBank and its affiliates. In this instance, the Company would be required to repurchase the shares at an aggregate purchase price of $41.0 million, the original purchase price paid by SoftBank to the Joint Venture for the shares.

Additionally, both the Company and SoftBank may exercise its respective put-call rights for the Company to purchase all shares of the Joint Venture held by SoftBank in the event of (i) certain material disagreement relating to the Joint Venture or its business that may seriously affect the ability of the Joint Venture to perform its obligations under the joint venture agreement or may otherwise seriously impair the ability of the Joint Venture to conduct its business in an effective matter, other than one relating to the Joint Venture’s business plan or to factual

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matters that may be capable of expert determination; (ii) the effectiveness of the Company’s initial public offering, a change in control of the Company, the seventh anniversary of the formation of the Joint Venture, or each subsequent anniversary of each of the foregoing events; or (iii) a material breach of the joint venture agreement by the other party that goes unremedied within 20 business days. The purchase price per share of the Joint Venture will be equal to the average closing price of the shares for the 20 trading days ending on the business day immediately preceding the date of the put or call notice, if the shares of the Joint Venture are publicly traded and listed on a national exchange; or determined by a third-party valuation firm on the assumption that the sale is on an arm’s-length basis on the date of the put or call notice.

In the event the Company exercises its call right, the fair value of the Joint Venture will be deemed to be no less than an amount that yields a 20% internal rate of return on each tranche of capital invested by SoftBank and its affiliates in the Joint Venture, taking into account all proceeds received by SoftBank and its affiliates arising from their shares through such date.

In the event SoftBank exercises its put right and the fair value of the Joint Venture is determined to be greater than 40% of the fair value of the Company, the Company will only be required to purchase the number of shares of the Joint Venture held by SoftBank and its affiliates having an aggregate value equal to the product of 40% and the pro rata portion of the outstanding shares of the Joint Venture held by SoftBank and its affiliates.

The Company may pay the purchase price for the shares of the Joint Venture, in its sole discretion, in cash, in shares of its capital stock (which may be a non-voting security with senior preferences to all other classes of its equity or, if its common stock is publicly traded on a national exchange, its common stock), or in a combination thereof.

The noncontrolling interest held by SoftBank contains embedded put-call redemption features that are not solely within the Company’s control and has been classified outside of permanent equity in the condensed consolidated balance sheets. The put-call feature embedded in the redeemable noncontrolling interest do not currently require bifurcation as it does not meet the definition of a derivative and is considered to be clearly and closely related to the redeemable noncontrolling interest. The noncontrolling interest is considered probable of becoming redeemable as SoftBank has the option to exercise its put right to sell its equity ownership in the Joint Venture to the Company on or after the seventh anniversary of the formation of the Joint Venture. The Company elected to recognize the change in redemption value immediately as they occur as if the put-call redemption feature were exercisable at the end of the reporting period. The carrying value of the redeemable noncontrolling interest is first adjusted for the earnings or losses attributable to the redeemable noncontrolling interest based on the percentage of the economic or ownership interest retained in the consolidated VIE by the noncontrolling parties, and then adjusted to equal to its redemption amount, or the fair value of the noncontrolling interest held by SoftBank, as if the redemption were to occur at the end of the reporting date. As of June 30, 2018, the redemption amount of the noncontrolling interest held by SoftBank approximates its initial investment of $41.0 million, and no adjustment to redeemable noncontrolling interest is recorded in the Company’s condensed consolidated statements of operations.

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4. Condensed Consolidated Balance Sheet Components

Property and Equipment, Net

Property and equipment, net consist of the following:

	December 31, 2017			June 30, 2018
				(unaudited)
	(in thousands)
Machinery and equipment	$	15,676		$	18,603
Computer hardware	1,939			3,131
Leasehold improvements	6,766			6,877
Furniture and fixtures	1,347			1,384
Computer software	656			656
Construction in progress	349			11,652
Property and equipment, gross	26,733			42,303
Less: accumulated depreciation and amortization	(10,697		)	(13,049		)
Property and equipment, net	$	16,036		$	29,254

Depreciation and amortization expense related to property and equipment was $2.0 million and $2.5 million for the six months ended June 30, 2017 and 2018, respectively.

As of December 31, 2017 and June 30, 2018, total property and equipment financed under capital leases was $1.1 million and $504,000, net of accumulated amortization of $349,000 and $235,000, respectively. For the six months ended June 30, 2017 and 2018, amortization expense related to total property and equipment financed under capital leases was $100,000 and $105,000, respectively.

Accrued Expenses

Accrued expenses consist of the following:

	December 31, 2017		June 30, 2018
			(unaudited)
	(in thousands)
Accrued royalty obligations	$	766	$	788
Accrued litigation settlement expense	3,000		3,000
Accrued legal expenses	561		2,919
Accrued tax liabilities	905		1,151
Accrued information technology expenses	316		567
Accrued professional services	336		1,166
Purchases of property and equipment included in accrued expenses	—		1,759
Other	522		898
Total accrued expenses	$	6,406	$	12,248

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5. Fair Value Measurements, Cash Equivalents and Marketable Securities

Financial instruments consist of cash equivalents, marketable securities, prepaid expenses and other current assets, accounts payable, accrued expenses and debt. Cash equivalents and marketable securities are stated at fair value. Prepaid expenses and other current assets, accounts payable and accrued expenses are stated at their carrying value, which approximates fair value due to the short time to the expected receipt or payment date.

Fair value is defined as the exchange price that would be received from sale of an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The identification of market participant assumptions provides a basis for determining what inputs are to be used for pricing each asset or liability. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

A fair value hierarchy has been established which gives precedence to fair value measurements calculated using observable inputs over those using unobservable inputs. This hierarchy prioritized the inputs into three broad levels as follows:

Level 1 - Quoted prices in active markets for identical assets or liabilities.

Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

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The Company’s financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used in such measurements were as follows:

	December 31, 2017
	Fair Value		Level 1		Level 2		Level 3
	(in thousands)
Financial Assets:
Money market funds	$	33,485	$	33,485	$	—	$	—
Total cash equivalents	33,485		33,485		—		—
Corporate bonds	48,075		—		48,075		—
U.S. government debt securities	100,965		—		100,965		—
Total short-term marketable securities	149,040		—		149,040		—
Corporate bonds	6,698		—		6,698		—
U.S. government debt securities	66,556		—		66,556		—
Total long-term marketable securities	73,254		—		73,254		—
Total	$	255,779	$	33,485	$	222,294	$	—

	June 30, 2018
	Fair Value		Level 1		Level 2		Level 3
	(unaudited)
	(in thousands)
Financial Assets:
Money market funds	$	10,837	$	10,837	$	—	$	—
Total cash equivalents	10,837		10,837		—		—
Corporate bonds	41,006		—		41,006		—
U.S. government debt securities	111,656		—		111,656		—
Total short-term marketable securities	152,662		—		152,662		—
Corporate bonds	7,584		—		7,584		—
U.S. government debt securities	25,180		—		25,180		—
U.S. government agency bonds	5,004		—		5,004		—
Total long-term marketable securities	37,768		—		37,768		—
Total	$	201,267	$	10,837	$	190,430	$	—

The Company measures the fair value of money market funds based on quoted prices in active markets for identical securities. Corporate bonds, U.S. government debt securities and U.S. government agency bonds are valued taking into consideration valuations obtained from third-party pricing services. The pricing services utilize industry standard valuation models, including both income and market-based approaches, for which all significant inputs are

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observable, either directly or indirectly, to estimate fair value. These inputs include reported trades of and broker/dealer quotes on the same or similar securities, issuer credit spreads; benchmark securities; prepayment/default projections based on historical data; and other observable inputs.

The significant unobservable inputs used in the fair value measurement of the Company’s contingent consideration liability include the estimated amount and timing of projected cash flows, and the risk-adjusted discount rate used to present value the cash flows. The use of different inputs in the valuation of the contingent consideration liability could result in materially different fair value estimates.

There were no transfers between Level 1, Level 2 and Level 3 during the periods presented.

The Company’s term loan and royalty obligations are measured at fair value on a non-recurring basis. The fair value of the term loan and royalty obligations is estimated based upon the achievement of certain revenue targets over the life of the contract. The fair value of the liability was determined using valuation methodologies such as the discounted cash-flow model, with significant Level 3 inputs that included discount rate, projected revenues and projected royalty payments. The carrying value of the Company’s term loan and royalty obligations approximate its fair value as the stated interest rate approximates market rates. As further disclosed in Note 7, the Company paid off the outstanding principal balance and interest on its term loan and exercised its buyout option of the associated royalty obligation prior to its maturity in June 2017, and recognized loss on debt extinguishment of $5.1 million in the accompanying condensed consolidated statements of operations.

Cash Equivalents and Marketable Securities

The following tables summarizes the Company’s cash equivalents and marketable securities’ amortized costs, gross unrealized gains, gross unrealized losses and estimated fair values by significant investment category:

	December 31, 2017
	Amortized Cost		Gross Unrealized Gain		Gross Unrealized Loss			Estimated Fair Value
	(in thousands)
Money market fund	$	33,485	$	—	$	—		$	33,485
Corporate bond	54,879		—		(106		)	54,773
U.S. treasury securities	167,947		—		(426		)	167,521
Total	$	256,311	$	—	$	(532	)	$	255,779

	June 30, 2018
	Amortized Cost		Gross Unrealized Gain			Gross Unrealized Loss		Estimated Fair Value
	(unaudited)
	(in thousands)
Money market fund	$	10,837	$	—		$	—	$	10,837
Corporate bond	48,741		(151		)	—		48,590
U.S. treasury securities	137,377		(541		)	—		136,836
U.S. government agency bonds	5,003		—			1		5,004
Total	$	201,958	$	(692	)	$	1	$	201,267

There have been no material realized gains or losses on marketable securities for the periods presented. None of the Company’s investments in marketable securities has been in an unrealized loss position for more than one year. The Company determined that it did have the ability and intent to hold all marketable securities that have been in a continuous loss position until maturity or recovery, thus there has been no recognition of any other-than-temporary

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impairment in the six months ended June 30, 2017 and 2018. The maturities of the Company’s long-term marketable securities generally range from 1.0 to 1.3 years from June 30, 2018.

6. Patent License Agreement

In January 2017, the Company entered into a license agreement with a biotechnology company for an exclusive, non-transferable right to use proprietary technology related to high-throughput screening and identification of mutations in targeted gene sequences. The terms of the license agreement included (i) a one-time upfront payment of €1.0 million; (ii) issuance of 141,774 shares of Series D convertible preferred stock; (iii) a milestone payment of €1.0 million associated with the achievement of a specified milestone event; and (iv) future royalty payments at the minimum of €13.4 million in the aggregate based on annual net sales in which the licensed technology are used. The Company made a one-time upfront payment of $1.1 million in January 2017 and a milestone payment of $1.2 million in August 2017 upon achievement of the specified milestone event. The Series D convertible preferred stock issued under the license agreement had a fair value of $1.1 million on the date of issuance. The transaction was treated as an acquisition of an asset and the Company capitalized the upfront payment, milestone payments and fair value of Series D convertible preferred stock in addition to license fees of $6.3 million related to the future minimum royalty payments discounted to the present value. The Company recorded the obligation at the estimated present value of the future payments using a discount rate of 15% (Level 3 input), the Company’s estimate of its effective borrowing rate for similar obligations.

As of December 31, 2017 and June 30, 2018, unamortized capitalized license fees plus one-time upfront and milestone payments totaled $8.7 million and $8.3 million, which will be amortized over the remaining useful life of 9.0 and 8.5 years, respectively. For the six months ended June 30, 2017 and 2018, amortization of capitalized license fees plus one-time upfront and milestone payments totaled $442,000 and $428,000, respectively.

7. Senior Term Loan and Royalty Purchase Agreement

In 2015, the Company entered into a credit agreement with a financial institution for a senior term loan (the “Credit Agreement”). The Credit Agreement provided for up to $40.0 million in borrowing capacity. The Company borrowed $20.0 million on the effective date of the Credit Agreement. The Credit Agreement provided for an interest rate equal to the greater of (i) three-month LIBOR or (ii) 1% per annum plus 8.75% on the outstanding balance of the term loan not exceeding $20.0 million.

Concurrent with the Credit Agreement, the Company also entered into a Royalty Purchase Agreement (the “Royalty Agreement”) with the same financial institution, which obligated the Company to make quarterly royalty payments of (i) 1.5% applied to total Company fiscal year revenues of up to $50 million and (ii) 2.45% applied to fiscal year revenues in excess of $50 million. The Royalty Agreement included a buyout option, by which the Company had the right, exercisable in its sole discretion, to buy out the obligation to make future royalty payments. The price of this buyout option was calculated based on a table with axes of principal balance outstanding and time, less the cumulative sum of royalty payments at the time the buy-out option is exercised.

In June 2017, the Company exercised its prepayment right under the Credit Agreement and repaid the outstanding principal balance of $19.8 million and accrued interest of $0.7 million. The prepayment option also required the Company to pay a prepayment penalty of $1.5 million. Concurrent with the early repayment of the senior term loan, the Company also excised its royalty buyout option for $4.5 million. The transaction was accounted for as a debt extinguishment. The net carrying amount of the debt and royalty liabilities immediately before the extinguishment was $20.7 million. As a result, the difference between the reacquisition price and the net carrying amount of $5.1 million was recorded as loss on debt extinguishment in the accompanying condensed consolidated statements of operations.

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8. Commitments and Contingencies

Operating Leases

As of June 30, 2018, future minimum payments under the non-cancelable operating lease are as follows:

Year Ending December 31,
	(unaudited)
	(in thousands)
Remainder of 2018	$	1,788
2019	3,919
2020	5,255
2021	5,357
2022	5,554
2023 and thereafter	21,891
Total	$	43,764

Rent expense for the facility leases was $481,000 and $2.2 million for the six months ended June 30, 2017 and 2018, respectively.

Capital Leases

In September 2016 and April 2017, the Company entered into capital lease arrangements to finance the purchase of manufacturing equipment of $554,000 and $346,000, respectively. Both lease agreements have a contractual term of four years and do not include any bargain purchase option at the end of the lease term. In May 2018, the Company exercised its buyout option for one item of manufacturing equipment financed under a capital lease of $554,000, net of accumulated amortization of $219,000. The buyout resulted in a reduction of the Company’s capital lease obligations by $323,000.

As of June 30, 2018, future minimum capital lease payments are as follows:

Year Ending December 31,
	(unaudited)
	(in thousands)
Remainder of 2018	$	75
2019	141
2020	108
2021	35
Total minimum capital lease payments	359
Less: amount representing interest	(99		)
Present value of net minimum capital lease payments	260
Less: current installments of obligations under capital lease	(106		)
Obligations under capital lease, excluding current installments	$	154

License Agreements

The Company has patent license agreements with four separate parties. Under these agreements, the Company has made one-time and milestone license fee payments, which it has capitalized and is amortizing to expense ratably over the useful life of the underlying patent(s). Under certain of these agreements, the Company is obligated to pay

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royalties ranging from 2.5% to 3.0% of future sales in which the patents are used in the product or service sold, subject to minimum annual royalties or fees in certain agreements.

For the six months ended June 30, 2017 and 2018, the Company recognized royalty expenses of $549,000 and $617,000, or 3% and 2%, respectively, of precision oncology testing revenue in each period, which were included in cost of precision oncology testing on the accompanying condensed consolidated statements of operations. As of June 30, 2018, future minimum royalty payments are due as follows regardless of sales amounts:

Year Ending December 31,
	(unaudited)
	(in thousands)
Remainder of 2018	$	584
2019	1,460
2020	1,460
2021	1,460
2022	1,752
2023 and thereafter	7,593
Total future minimum royalty payments	14,309
Less: amount representing interest	(6,812		)
Present value of future minimum royalty payments	$	7,497

Indemnification Agreements

The Company has entered into indemnification agreements with certain directors and officers that require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. To date, no such matters have arisen and the Company does not believe that the outcome of any claims under indemnification arrangements will have a material adverse effect on its financial positions, results of operations or cash flows. Accordingly, the Company has not recorded a liability related to such indemnifications as of June 30, 2018.

Legal Proceedings

The Company is subject to claims and assessments from time to time in the ordinary course of business. The Company will accrue a liability for such matters when it is probable that a liability has been incurred and the amount can be reasonably estimated. When only a range of possible loss can be established, the most probable amount in the range is accrued. If no amount within this range is a better estimate than any other amount within the range, the minimum amount in the range is accrued. The accrual for a litigation loss contingency might include, for example, estimates of potential damages, outside legal fees and other directly related costs expected to be incurred.

In May 2016, Foundation Medicine, Inc. (“Foundation Medicine”) filed a lawsuit for patent infringement against the Company in the United States District Court for the Eastern District of Texas, alleging that the Company infringed Foundation Medicine’s patent relating to its tissue biopsy assay technology and seeking compensatory damages and attorneys’ fees. The Company filed three petitions for inter partes review (“IPR”) with the Patent Trial and Appeal Board (“PTAB”) at the U.S. Patent Office, challenging the patentability of Foundation Medicine’s patent. In July 2018, the Company reached an agreement with Foundation Medicine to settle the lawsuit and resolve the IPRs. As part of the settlement agreement, which was accepted by the PTAB and the United States District Court, the Company made a one-time payment of $3.0 million to Foundation Medicine. The Company recorded $3.0 million as litigation settlement expense, a component of general and administrative expenses, at December 31, 2017.

In November 2017, the Company filed separate lawsuits against Personal Genome Diagnostics, Inc. (“Personal Genome Diagnostics”) and Foundation Medicine in the United States District Court for the District of Delaware,

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alleging that each has infringed a patent relating to our Digital Sequencing technology. The Company subsequently amended its original complaints in each case to assert infringement of three additional patents relating to its Digital Sequencing technology. In each lawsuit, the Company is seeking compensatory damages, injunctive relief and attorneys’ fees. In March 2018, Personal Genome Diagnostics filed two petitions for post-grant review with the PTAB, challenging the patentability of two of the asserted patents.

In the first quarter of 2018, the Company settled a commercial legal dispute. In connection with the settlement, the Company received a payment of $4.25 million, which was reported as other income in the condensed consolidated statements of operations for the six months ended June 30, 2018.

9. Common Stock

Common stockholders are entitled to dividends if and when declared by the Company’s Board of Directors (the “Board of Directors”) subject to the prior rights of the preferred stockholders. As of December 31, 2017 and June 30, 2018, no dividends on common stock had been declared by the Board of Directors.

Common stock has been reserved for the following potential future issuances:

	December 31, 2017	June 30, 2018
		(unaudited)
Conversion of outstanding convertible preferred stock	78,970,767	78,970,767
Shares underlying outstanding stock options	10,017,897	9,958,587
Shares available for future stock option grants	2,302,241	1,531,324
Exercise and conversion of preferred stock warrants	10,351	10,351
Exercise of common stock warrants	425,248	366,104
Total	91,726,504	90,837,133

Repurchase of Common Stock

In April 2018, the Company repurchased 41,276 shares of outstanding common stock from certain employees at $7.97 per share for total consideration of $329,000. These shares were repurchased at a price that exceeded the fair value of the shares. The difference between the repurchase amount and the fair value of these shares were recorded as compensation expense of $157,000.

10. Warrants

In connection with a bank loan agreement with a financial institution in September 2013, the Company issued warrants to purchase 5,386 shares of Series A convertible preferred stock at an exercise price of $0.93 per share. In October 2014, the Company issued additional warrants to the same financial institution to purchase 4,965 shares of Series B convertible preferred stock at an exercise price of $3.16 per share. Both preferred stock warrants expire in ten years from issuance and are outstanding as of December 31, 2017 and June 30, 2018. These preferred stock warrants, if not previously exercised, will be converted to warrants to purchase common stock upon the consummation of an IPO.

In 2012, the Company issued to investors warrants to purchase 671,980 shares of common stock. The exercise price of the warrants is $0.10 per share and the warrants have a contractual term through September 2023. For the six months ended June 30, 2018, 59,144 shares were issued upon the exercise of warrants. No warrants to purchase common stock was exercised during the six months ended June 30, 2017. As of December 31, 2017 and June 30, 2018, warrants to purchase 425,248 and 366,104 shares of common stock, respectively, remained outstanding. These common stock warrants, if not previously exercised, will terminate upon the consummation of an IPO.

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11. Convertible Preferred Stock

In May 2017, in accordance with the certificate of incorporation then in effect, the Company adjusted the conversion price of Series D convertible preferred stock from $7.4767 per share to $7.2547 per share. The Company accounted for the transaction as a modification. A deemed dividend of $1.1 million, calculated as the additional 343,398 shares of Series D convertible preferred stock to be received after the conversion ratio adjustment, multiplied by the then current fair value of the Company’s common stock, was reported as an increase to net loss attributable to common stockholders for the six months ended June 30, 2017.

The Company’s convertible preferred stock consisted of the following:

	December 31, 2017
	Shares Authorized	Shares Issued and Outstanding	Aggregate Liquidation Preference		Net Carrying Value
			(in thousands)
Series A	9,935,864	9,263,558	$	8,598	$	8,531
Series B	10,320,952	10,297,182	32,490		32,428
Series C	8,873,996	8,873,996	55,999		55,921
Series D	11,222,041	11,222,041	83,904		83,559
Series E	39,751,611	38,970,592	320,419		319,535
Total convertible preferred stock	80,104,464	78,627,369	$	501,410	$	499,974

	June 30, 2018
	Shares Authorized	Shares Issued and Outstanding	Aggregate Liquidation Preference		Net Carrying Value
	(unaudited)
			(in thousands)
Series A	9,935,864	9,263,558	$	8,598	$	8,531
Series B	10,320,952	10,297,182	32,490		32,428
Series C	8,873,996	8,873,996	55,999		55,921
Series D	11,222,041	11,222,041	83,904		83,559
Series E	39,751,611	38,970,592	320,419		319,535
Total convertible preferred stock	80,104,464	78,627,369	$	501,410	$	499,974

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12. Stock-Based Compensation

Stock Option Activity

A summary of the Company’s stock option activity under the 2012 Plan and related information is as follows:

			Options Outstanding
	Shares Available for Grant		Shares Subject to Options Outstanding		Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value
								(in thousands)
Balance as of December 31, 2017	2,302,241		10,017,897		$	2.68	7.2	$	7,595
Granted (unaudited)	(1,559,082	)	1,559,082		4.00
Exercised (unaudited)	—		(831,894	)	2.09
Canceled (unaudited)	786,498		(786,498	)	2.91
Repurchase of early exercised shares (unaudited)	1,667		—
Balance as of June 30, 2018 (unaudited)	1,531,324		9,958,587		$	2.92	6.9	$	23,904
Vested and Exercisable as of June 30, 2018 (unaudited)			3,412,836		$	2.38	6.3	$	10,023

Aggregate intrinsic value represents the difference between the estimated fair value of the underlying common stock and the exercise price of outstanding, in-the-money options. The total intrinsic value of the options exercised during the six months ended June 30, 2017 and 2018 was $247,000 and $1.8 million, respectively.

The weighted-average grant date fair value of options granted during the six months ended June 30, 2017 and 2018 was $2.06 and $2.99 per share, respectively.

Future stock-based compensation for unvested options granted to employees as of December 31, 2017 and June 30, 2018 was $15.0 million and $13.7 million, which is expected to be recognized over a weighted-average period of 2.9 and 3.0 years, respectively.

Stock‑Based Compensation Expense

The following table presents the effect of employee and non‑employee option-related stock‑based compensation expense:

	Six Months Ended June 30
	2017		2018
	(unaudited)
	(in thousands)
Cost of precision oncology testing	$	129	$	142
Research and development expense	290		418
Sales and marketing expense	540		633
General and administrative expense	331		1,264
Total stock-based compensation expense	$	1,290	$	2,457

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Valuation of Stock Options

The grant date fair value of employee stock options was estimated using a Black-Scholes option-pricing model with the following weighted-average assumptions:

	Six Months Ended June 30,
	2017	2018
	(unaudited)
Expected term (in years)	6.02 – 6.08	5.01 – 6.09
Expected volatility	74.7% – 74.9%	80.8% – 83.6%
Risk-free interest rate	1.9% – 1.9%	2.5% – 2.9%
Expected dividend yield	—%	—%

The determination of the fair value of stock options on the date of grant using a Black-Scholes option-pricing model is affected by the estimated fair value of the Company’s common stock, as well as assumptions regarding a number of variables that are complex, subjective and generally require significant judgment to determine. The valuation assumptions were determined as follows:

Fair Value of Common Stock

The grant date fair value of the Company’s common stock has been determined by the Company’s Board of Directors with the assistance of management and an independent third-party valuation specialist. The grant date fair value of the Company’s common stock was determined using valuation methodologies which utilizes certain assumptions including probability weighting of events, volatility, time to liquidation, a risk-free interest rate and an assumption for a discount for lack of marketability (Level 3 inputs). In determining the fair value of the Company’s common stock, the methodologies used to estimate the enterprise value of the Company were performed using methodologies, approaches, and assumptions consistent with the American Institute of Certified Public Accountants Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation.

Expected Term

The expected term represents the period that the options granted are expected to be outstanding and is determined using the simplified method (based on the mid-point between the vesting date and the end of the contractual term) as the Company has concluded that its stock option exercise history does not provide a reasonable basis upon which to estimate expected term.

Expected Volatility

The Company derived the expected volatility from the average historical volatilities over a period approximately equal to the expected term of comparable publicly traded companies within its peer group that were deemed to be representative of future stock price trends as the Company does not have any trading history for its common stock. The Company will continue to apply this process until a sufficient amount of historical information regarding the volatility of its own stock price becomes available.

Risk-Free Interest Rate

The risk-free interest rate is based on the U.S. Treasury rate, with maturities similar to the expected term of the stock options.

Expected Dividend Yield

The Company does not anticipate paying any dividends in the foreseeable future and, therefore, uses an expected dividend yield of zero.

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Valuation of Stock Option Grants to Non-Employees

Total options outstanding as of December 31, 2017 and June 30, 2018 included 883,439 and 759,063 shares of options, respectively, that were granted to non-employees, of which no shares and 22,812 shares were granted during the six months ended June 30, 2017 and 2018, respectively. Stock-based compensation expense related to stock options granted to non-employees is recognized as the stock option is earned and the services are rendered. The fair value of stock options granted to non-employees was estimated on the date of grant using the Black-Scholes option pricing model. The valuation assumptions used were substantially consistent with the assumption used to value the employee options with the exception of the expected term which was based on the contractual term of the award. The fair value of the stock options granted to non-employees is calculated at each reporting date using the Black-Scholes options-pricing model with the following assumptions:

	Six Months Ended June 30, 2018
	(unaudited)
Expected term (in years)	5.6 – 10.0
Expected volatility	79.4% – 87.0%
Risk-free interest rate	2.3% – 3.0%
Expected dividend yield	—%

Stock-based compensation related to grant of options to non-employees for the six months ended June 30, 2017 and 2018 was $156,000 and $225,000, respectively.

Liabilities for Early Exercise of Employee Options

The Company allowed certain stock option holders to exercise unvested options to purchase shares of common stock. Shares received from such early exercises are subject to repurchase in the event of the optionee’s employment termination, at the original issuance price, until the options are fully vested. As of December 31, 2017 and June 30, 2018, 25,210 and 60,000 shares of common stock were subject to repurchase at weighted-average prices of $2.08 and $3.44 per share, respectively. As of June 30, 2018, the cash proceeds received for unvested shares of common stock of $206,000 was recorded within long-term liabilities on the condensed consolidated balance sheet. As of December 31, 2017, the cash proceeds received for unvested shares of common stock recorded within other current and long-term liabilities on the condensed consolidated balance sheet were insignificant. The shares issued pursuant to unvested options have been included in shares issued and outstanding on the condensed consolidated balance sheet and condensed consolidated statement of redeemable noncontrolling interest and stockholders’ equity as such shares are considered legally outstanding.

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13. Net Loss and Pro Forma Net Loss Per Share Attributable to Common Stockholders

The following table sets forth the computation of the basic and diluted net loss per share attributable to common stockholders:

	Six Months Ended June 30,
	2017			2018
	(unaudited)
	(in thousands, except per share data)
Net loss	$	(39,571	)	$	(35,483	)
Deemed dividend related to change in conversion rate of Series D convertible preferred stock	(1,058		)	—
Net loss attributable to common stockholders, basic and diluted	$	(40,629	)	$	(35,483	)
Net loss per share attributable to common stockholders, basic and diluted	$	(2.27	)	$	(2.15	)
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted	17,923			16,475

Since the Company was in a loss position for all periods presented, basic net loss per share attributable to common stockholders is the same as diluted net loss per share attributable to common stockholders, as the inclusion of all potential shares of common stock outstanding would have been anti-dilutive. The following weighted-average common stock equivalents were excluded from the calculation of diluted net loss per share attributable to common stockholders for the periods presented as they had an anti-dilutive effect:

	Six Months Ended June 30,
	2017	2018
	(unaudited)
	(in thousands)
Convertible preferred stock (on an as if converted basis)	44,633	78,971
Stock options issued and outstanding	4,834	9,965
Preferred stock warrants (on an as if converted basis)	10	10
Common stock warrants	546	401
Common stock subject to repurchase	46	52
Total	50,069	89,399

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Unaudited Pro Forma Net Loss Per Share

The following table sets forth the computation of the unaudited pro forma basic and diluted net loss per share attributable to common stockholders:

	Six Months Ended June 30, 2018
	(unaudited)
	(in thousands, except per share data)
Numerator:
Pro forma net loss attributable to common stockholders, basic and diluted	$	(35,483	)
Denominator:
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted	16,475
Weighted-average shares of common stock issued upon assumed conversion of convertible preferred stock in an IPO	78,971
Weighted-average shares of common stock issued upon assumed exercise of common stock warrants prior to an IPO	401
Weighted-average shares used in computing pro forma net loss per share attributable to common stockholders, basic and diluted	95,847
Pro forma net loss per share attributable to common stockholders, basic and diluted	$	(0.37	)

14. Segment and Geographic Information

The following table sets forth the Company’s revenue by geographic areas based on the customers’ locations:

	Six Months Ended June 30,
	2017		2018
	(unaudited)
	(in thousands)
United States	$	16,617	$	29,457
International(1)	2,091		6,617
Total revenue	$	18,708	$	36,074

(1) No single country outside of the United States accounted for more than 10% of total revenue during the six months ended June 30, 2017 and 2018.

As of December 31, 2017 and June 30, 2018, all of the Company’s long-lived assets are located in the United States.

15. Related Party Transactions

As further discussed in Note 3, in connection with SoftBank’s purchase of its Series E convertible preferred stock, the Company entered into a joint venture agreement with an entity affiliated with SoftBank, a related party, in May 2017 and formed the Joint Venture in May 2018. As of June 30, 2018, the Joint Venture had a receivable balance of $461,000 from an entity affiliated with SoftBank in relation to the pre-operating activities in its Japan branch office.

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The Company recognized revenue of $316,000 in the six months ended June 30, 2017, from an entity affiliated with a member of the Company’s Board of Directors, who serves on the board of both the aforementioned entity and the Company. The individual was appointed to the Company’s board in January 2017.

              shares

Common stock

Prospectus

J.P. Morgan		BofA Merrill Lynch
Cowen	Leerink Partners	William Blair

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             , 2018

Part II

Information not required in prospectus

Item 13. Other expenses of issuance and distribution.

The following table sets forth the costs and expenses, other than the underwriting discounts and commissions, payable by the registrant in connection with the sale of common stock being registered. All amounts are estimates except for the U.S. Securities and Exchange Commission, or the SEC, registration fee, the Financial Institution Regulatory Association, or FINRA, filing fee and the Nasdaq Global Select Market, or Nasdaq, listing fee.

Item	Amount paid or to be paid
SEC registration fee	$	12,450
FINRA filing fee		15,500
Nasdaq listing fee		125,000
Printing and engraving expenses		*
Legal fees and expenses		*
Accounting fees and expenses		*
Blue sky qualification fees and expenses		*
Transfer Agent fees and expenses		2,500
Miscellaneous expenses		*
Total	$	*

* To be completed by amendment

Item 14. Indemnification of directors and officers.

Section 102 of the Delaware General Corporation Law, or DGCL, permits a corporation to eliminate the personal liability of directors of a corporation to the corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director, except where the director breached his duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of Delaware corporate law or obtained an improper personal benefit. Our amended and restated certificate of incorporation provides that none of our directors shall be personally liable to us or our stockholders for monetary damages for any breach of fiduciary duty as a director, notwithstanding any provision of law imposing such liability, except to the extent that the DGCL prohibits the elimination or limitation of liability of directors for breaches of fiduciary duty.

Section 145 of the DGCL provides that a corporation has the power to indemnify a director, officer, employee or agent of the corporation, or a person serving at the request of the corporation for another corporation, partnership, joint venture, trust or other enterprise in related capacities against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with an action, suit or proceeding to which he or she was or is a party or is threatened to be made a party to any threatened, ending or completed action, suit or proceeding by reason of such position, if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, in any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful, except that, in the case of actions brought by or in the right of the corporation, no indemnification shall be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or other adjudicating court determines that, despite the adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Our amended and restated bylaws provide that we will indemnify each person who was or is a party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of us) by reason of the fact that he or she is or was, or has agreed to become, a director or officer, or, while a director or officer, is or was serving, or has agreed to serve, at our request as a director, officer, partner, employee or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise (all such persons being referred to as an “Indemnitee”), or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys’ fees), liabilities, losses, judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding and any appeal therefrom, if such Indemnitee acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, our best interests, and, with respect to any criminal action or proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful. Our amended and restated bylaws provide that we will indemnify any Indemnitee who was or is a party to or threatened to be made a party to any threatened, pending or completed action or suit by or in the right of us to procure a judgment in our favor by reason of the fact that the Indemnitee is or was, or has agreed to become, a director or officer, or, while a director or officer, is or was serving, or has agreed to serve, at our request as a director, officer, partner, employee or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys’ fees) actually and reasonably incurred in connection with such action, suit or proceeding, and any appeal therefrom, if the Indemnitee acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, our best interests, except that no indemnification shall be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to us, unless a court determines that, despite such adjudication but in view of all of the circumstances, he or she is entitled to indemnification of such expenses. Notwithstanding the foregoing, to the extent that any Indemnitee has been successful, on the merits or otherwise, he or she will be indemnified by us against all expenses (including attorneys’ fees) actually and reasonably incurred in connection therewith. Expenses must be advanced to an Indemnitee under certain circumstances.

We have entered into indemnification agreements with each of our directors and officers. These indemnification agreements may require us, among other things, to indemnify our directors and officers for some expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by a director or officer in any action or proceeding arising out of his or her service as one of our directors or officers, or any of our subsidiaries or any other company or enterprise to which the person provides services at our request.

We maintain a general liability insurance policy that covers certain liabilities of directors and officers of our corporation arising out of claims based on acts or omissions in their capacities as directors or officers.

In any underwriting agreement we enter into in connection with the sale of common stock being registered hereby, the underwriters will agree to indemnify, under certain conditions, us, our directors, our officers and persons who control us within the meaning of the Securities Act of 1933, as amended, or the Securities Act, against certain liabilities.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. Please read “Item 17. Undertakings” for more information on the SEC’s position regarding such indemnification provisions.

Item 15. Recent sales of unregistered securities.

Since August 1, 2015, we have made sales of the following unregistered securities:

(a) Issuances of Capital Stock:

1. From May 2017 to October 2017, we issued and sold an aggregate of 38,970,592 shares of our Series E convertible preferred stock at an average price per share of $8.2221, for aggregate gross consideration of approximately $320.4 million.

2. On February 7, 2017, we issued an aggregate of 141,774 shares of our Series D convertible preferred stock pursuant to a license agreement we entered into with KeyGene N.V.

3. From December 2015 to March 2016, we issued and sold an aggregate of 11,080,267 shares of our Series D convertible preferred stock at a price per share of $7.4767 per share for aggregate gross consideration of approximately $82.8 million.

4. Since August 1, 2015, we have issued an aggregate of 241,230 shares of common stock upon the exercise of common stock warrants, for aggregate cash consideration of approximately $24,100.

No underwriters were involved in the foregoing issuances of securities. The securities described in paragraphs (a)(1) through (3) of Item 15 were issued to accredited investors in reliance upon the exemption from the registration requirements of the Securities Act, as set forth in Section 4(a)(2) under the Securities Act, relative to transactions by an issuer not involving any public offering, to the extent an exemption from such registration was required.

(b) Grants of Stock Options:

Since August 1, 2015, we have granted stock options to purchase an aggregate of 11,208,020 shares of our common stock at a weighted-average exercise price of $3.39 per share, to certain of our employees, consultants and directors in connection with services provided to us by such persons.

Since August 1, 2015, we have issued an aggregate of 1,940,769 shares of common stock to our employees, consultants and directors upon their exercise of stock options, for aggregate cash consideration of approximately $3.3 million.

The issuances of stock options and the shares of common stock issuable upon the exercise of the options described in this paragraph (b) were issued pursuant to written compensatory plans or arrangements with our employees, directors and consultants, in reliance on the exemption provided by Rule 701 promulgated under the Securities Act, or pursuant to Section 4(a)(2) under the Securities Act, relative to transactions by an issuer not involving any public offering, to the extent an exemption from such registration was required.

All of the foregoing securities are deemed restricted securities for purposes of the Securities Act. All certificates representing the issued shares of capital stock described in this Item 15 included appropriate legends setting forth that the securities have not been registered and the applicable restrictions on transfer.

Item 16. Exhibits and financial statement schedules

(a) Exhibits. The following documents are filed as exhibits to this registration statement.

Exhibit No.	Description
1.1*	Form of Underwriting Agreement
3.1	Amended and Restated Certificate of Incorporation of the Registrant, currently in effect
3.2*	Form of Amended and Restated Certificate of Incorporation of the Registrant, to become effective upon closing of this offering
3.3	Amended and Restated Bylaws of the Registrant, currently in effect
3.4	Form of Amended and Restated Bylaws of the Registrant, to become effective upon closing of this offering
4.1	Form of Common Stock Purchase Warrant of the Registrant
4.2	Warrant to Purchase Series A Preferred Stock
4.3	Second Warrant to Purchase Series B Preferred Stock
5.1*	Opinion of Latham & Watkins LLP
10.1	Amended and Restated Investors’ Rights Agreement, dated May 9, 2017, by and among the Registrant and the investors listed therein

10.2	Lease, dated November 1, 2014, by and between the Registrant and Metropolitan Life Insurance Company
10.2(a)	First Amendment to Lease, dated October 17, 2017, by and between the Registrant and Metropolitan Life Insurance Company
10.3#	Amended and Restated 2012 Stock Plan of the Registrant
10.4#	Form of Notice of Stock Option Grant and Stock Option Agreement under the Registrant’s Amended and Restated 2012 Stock Plan
10.5§	Joint Venture Agreement, dated May 9, 2017, by and between the Registrant and SoftBank Group Capital Limited
10.6§	Patent License Agreement, dated January 1, 2017, by and between the Registrant and KeyGene N.V.
10.7§	Supply Agreement, dated September 15, 2014, by and between the Registrant and Illumina, Inc.
10.7(a)§	Amendment to Supply Agreement, dated August 11, 2015, by and between the Registrant and Illumina, Inc.
10.7(b)§	Amendment #2 to Supply Agreement, dated December 24, 2016, by and between the Registrant and Illumina, Inc.
10.7(c)§	Amendment #3 to Supply Agreement, dated August 14, 2017, by and between the Registrant and Illumina, Inc.
10.7(d)§	Amendment #4 to Supply Agreement, dated June 26, 2018, by and between the Registrant and Illumina, Inc.
10.8*	Form of Indemnification Agreement between the Registrant and its directors and officers
10.9#*	Form of the Registrant’s 2018 Incentive Award Plan
10.10#*	Letter Agreement, dated November 20, 2016, by and between the Registrant and Ian Clark
10.11#*	Letter Agreement, dated April 6, 2018, by and between the Registrant and Stanley Meresman
21.1	Subsidiaries of the Registrant
23.1	Consent of Independent Registered Public Accounting Firm
23.2*	Consent of Latham & Watkins LLP (included in Exhibit 5.1)
24.1	Power of Attorney (see signature page hereto)
99.1	Consent of Dipchand Nishar to be Named as a Director Nominee

* To be filed by amendment.

# Indicates management contract or compensatory plan.

§ Confidential treatment has been requested for portions of this exhibit. These portions have been omitted from the registration statement and submitted separately to the SEC.

(b) Financial statement schedules. Schedules not listed above have been omitted because the information required to be set forth therein is not applicable or is shown in the Financial Statements or notes thereto.

Item 17. Undertakings.

The undersigned Registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

Insofar as indemnification by the Registrant for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registration has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit, or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of counsel the matter has been settled by controlling precedent, submit to a court of appropriate

jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For purposes of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

The undersigned Registrant hereby undertakes that, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

The undersigned Registrant hereby undertakes that, for the purpose of determining liability of the Registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(1) Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;

(2) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;

(3) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and

(4) Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.

Signatures

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in Redwood City, California, on September 5, 2018.

Guardant Health, Inc.
By:	/s/ Helmy Eltoukhy
Name:	Helmy Eltoukhy
Title:	Chief Executive Officer

Signatures and power of attorney

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose individual signature appears below hereby authorizes and appoints Helmy Eltoukhy and Derek Bertocci, and each of them, with full power of substitution and resubstitution and full power to act without the other, as his true and lawful attorney-in-fact and agent to act in his name, place and stead and to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file any and all amendments to this Registration Statement on Form S-1, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing, ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Name	Title	Date
/s/ Helmy Eltoukhy	Chief Executive Officer (Principal Executive Officer) and Director	September 5, 2018
Helmy Eltoukhy
/s/ Derek Bertocci	Chief Financial Officer (Principal Accounting Officer and Principal Financial Officer)	September 5, 2018
Derek Bertocci
/s/ AmirAli Talasaz	President, Chief Operating Officer and Chairman of the Board of Directors	September 5, 2018
AmirAli Talasaz
/s/ Ian Clark	Director	September 5, 2018
Ian Clark
/s/ Aaref Hilaly	Director	September 5, 2018
Aaref Hilaly
/s/ Samir Kaul	Director	September 5, 2018
Samir Kaul
/s/ Stanley Meresman	Director	September 5, 2018
Stanley Meresman

EX-3.1

Exhibit 3.1

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
GUARDANT HEALTH, INC.

(Pursuant to Sections 242 and 245 of the
General Corporation Law of the State of Delaware)

Guardant Health, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”),

DOES HEREBY CERTIFY:

FIRST: That the name of this corporation is Guardant Health, Inc. and that this corporation was originally incorporated pursuant to the General Corporation Law on December 9, 2011 under the name Guardant Health, Inc.

SECOND: That the Board of Directors duly adopted resolutions proposing to amend and restate the Certificate of Incorporation of this corporation, declaring said amendment and restatement to be advisable and in the best interests of this corporation and its stockholders, and authorizing the appropriate officers of this corporation to solicit the consent of the stockholders therefor, which resolution setting forth the proposed amendment and restatement is as follows:

RESOLVED, that the Certificate of Incorporation of this corporation be amended and restated in its entirety as follows:

ARTICLE I

The name of this corporation is Guardant Health, Inc. (this “Corporation”).

ARTICLE II

The address of the registered office of this corporation in the State of Delaware is 3500 South DuPont Highway, in the City of Dover, County of Kent, 19901. The name of its registered agent at such address is Incorporating Services, Ltd.

ARTICLE III

The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law.

ARTICLE IV

A.Authorization of Stock. This Corporation is authorized to issue two classes of stock to be designated, respectively, common stock and preferred stock. The total number of shares that this Corporation is authorized to issue is 191,957,860. The total number of shares of common stock authorized to be issued is 111,853,396, par value $0.00001 per share (the “Common Stock”). The total number of shares of preferred stock authorized to be issued is 80,104,464, par value $0.00001 per share (the “Preferred Stock”), 9,935,864 of which shares are designated as “Series A Preferred Stock,” 10,320,952 of which are designated as “Series B Preferred Stock,” 8,873,996 of which are designated as “Series C Preferred Stock,” 11,222,041 of which

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are designated as “Series D Preferred Stock,” and 39,751,611 of which are designated as “Series E Preferred Stock.”

B.Rights, Preferences and Restrictions of Preferred Stock. The rights, preferences, privileges and restrictions granted to and imposed on the Preferred Stock are as set forth below in this Article IV(B).

1.Dividend Provisions.

(a)The holders of shares of Preferred Stock, on a pari passu basis, shall be entitled to receive dividends, out of any assets legally available therefor, prior and in preference to any declaration or payment of any dividend (payable other than in Common Stock or other securities and rights convertible into or entitling the holder thereof to receive, directly or indirectly, additional shares of Common Stock of this Corporation) on the Common Stock of this Corporation, at the applicable Dividend Rate (as defined below), payable when, as and if declared by this Corporation’s Board of Directors (the “Board”), Such dividends shall not be cumulative. The dividend preference that such holders shall be entitled to receive under this Section 1 may be waived upon the affirmative vote or written consent of the holders of a majority of the shares of the Preferred Stock then outstanding voting together as a single class (the “Requisite Holders”) and a majority of the Board, including the affirmative vote of a majority of the Preferred Directors (as defined below). For purposes of this subsection 1(a), “Dividend Rate” shall mean $0.0557 per annum for each share of Series A Preferred Stock, $0.189315 per annum for each share of Series B Preferred Stock, $0.37863 per annum for each share of Series C Preferred Stock, $0.448602 per annum for each share of Series D Preferred Stock and 6% of the Original Issue Price per annum for each share of Series E Preferred Stock (in each case, as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations or the like, or pursuant to subsection 4(k) of this Article (IV)(B)).

(b)After payment of such dividends, any additional dividends or distributions shall be distributed among all holders of Common Stock and Preferred Stock in proportion to the number of shares of Common Stock that would be held by each such holder if all shares of Preferred Stock were converted to Common Stock at the then effective Conversion Rate (as defined below).

(c)So long as any shares of Preferred Stock are outstanding, this Corporation shall not pay or declare any dividend (whether in cash or property), or make any other distribution on the Common Stock, or purchase, redeem or otherwise acquire for value any shares of Common Stock, until all dividends as set forth in Section 1(a) above on the Preferred Stock shall have been paid or declared and set apart, except for:

(i)acquisitions of Common Stock by this Corporation pursuant to agreements that permit this Corporation to repurchase such stock at no more than cost upon termination of services to this Corporation;

(ii)acquisitions of Common Stock in exercise of this Corporation’s right of first refusal to repurchase such shares; or

(iii)distributions to holders of Common Stock in accordance with Section 2.

(d)The provision of Section 1(c) shall not apply to a dividend payable solely in Common Stock to which the provisions of Section 4(d)(iii) hereof are applicable, or any repurchase of

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any outstanding securities of this Corporation that is approved by the Board (including a majority of the Preferred Directors (as defined below)).

(e)A distribution to this Corporation’s stockholders may be made pursuant to Article XIII.

2.Liquidation Preference.

(a)In the event of any Liquidation Event (as defined below), either voluntary or involuntary, the holders of Series E Preferred Stock shall be entitled to receive out of the proceeds or assets of this Corporation available for distribution to its stockholders (the “Proceeds”), prior and in preference to any distribution of the Proceeds of such Liquidation Event to the holders of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock (collectively, the “Junior Preferred Stock”) and Common Stock by reason of their ownership thereof, an amount per share equal to the sum of the Original Issue Price (as defined below) for the Series E Preferred Stock, plus declared but unpaid dividends on such share. If, upon the occurrence of such event, the Proceeds thus distributed among the holders of Series E Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then the entire Proceeds legally available for distribution shall be distributed ratably among the holders of Series E Preferred Stock in proportion to the full preferential amount that each such holder is otherwise entitled to receive under this subsection (a).

(b)In the event of any Liquidation Event, either voluntary or involuntary, and upon completion of the distribution of the Proceeds required by subsection (a) of this Section 2, the holders of each series of Junior Preferred Stock, on a pari passu basis, shall be entitled to receive, prior and in preference to any distribution of the Proceeds of such Liquidation Event to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the sum of the applicable Original Issue Price for such series of Preferred Stock, plus declared but unpaid dividends on such share. If, upon the occurrence of such event, the Proceeds thus distributed among the holders of the Junior Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then the entire Proceeds legally available for distribution shall be distributed ratably among the holders of the Junior Preferred Stock in proportion to the full preferential amount that each such holder is otherwise entitled to receive under this subsection (b). For purposes of this Amended and Restated Certificate of Incorporation, “Original Issue Price” shall mean $0.92810 per share for each share of the Series A Preferred Stock, $3.15525 per share for each share of the Series B Preferred Stock, $6.3105 per share for each share of the Series C Preferred Stock, $7.4767 per share for each share of the Series D Preferred Stock and $8.3936 per share for each share of the Series E Preferred Stock (in each case, as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations or the like with respect to such series of Preferred Stock, or pursuant to subsection 4(k) of this Article (IV)(B)).

(c)Upon completion of the distributions required by subsection (a) and subsection (b) of this Section 2, all of the remaining Proceeds available for distribution to stockholders shall be distributed among the holders of Common Stock pro rata based on the number of shares of Common Stock held by each.

(d)Notwithstanding the above, for purposes of determining the amount each holder of shares of Preferred Stock is entitled to receive with respect to a Liquidation Event, each such holder of shares of a series of Preferred Stock shall be deemed to have converted (regardless of whether such holder actually converted) such holder’s shares of such series into shares of Common Stock immediately prior to the Liquidation Event if, as a result of an actual conversion, such holder would receive, in the aggregate, an

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amount greater than the amount that would be distributed to such holder if such holder did not convert such series of Preferred Stock into shares of Common Stock. If any such holder shall be deemed to have converted shares of Preferred Stock into Common Stock pursuant to this paragraph, then such holder shall not be entitled to receive any distribution that would otherwise be made to holders of Preferred Stock that have not converted (or have not been deemed to have converted) into shares of Common Stock.

(e)(i)    For purposes of this Section 2, a “Liquidation Event” shall include (A) the closing of the sale, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, of all or substantially all of this Corporation’s assets or intellectual property, other than any sale, transfer, exclusive license or other disposition of the Corporation’s assets or intellectual property to an entity for use to facilitate a joint venture with SoftBank Group Capital Limited or any of its affiliates (together with such affiliates, “SoftBank”) where each of SoftBank and this Corporation each hold, at the time of such sale, transfer, exclusive license or other disposition, 50% of the voting power of such entity (a “Permitted JV”), (B) the consummation of the merger or consolidation of this Corporation with or into another entity (except a merger or consolidation in which the holders of capital stock of this Corporation immediately prior to such merger or consolidation continue to hold at least 50% of the voting power of the capital stock of this Corporation or the surviving or acquiring entity), (C) the closing of the transfer (whether by merger, consolidation or otherwise), in one transaction or a series of related transactions, to a person or group of affiliated persons (other than an underwriter of this Corporation’s securities), of this Corporation’s securities if, after such closing, such person or group of affiliated persons would hold 50% or more of the outstanding voting stock of this Corporation (or the surviving or acquiring entity); provided that a Liquidation Event shall not include any transaction or series of transactions principally for bona fide equity financing purposes in which cash is received by this Corporation or any successor or indebtedness of this Corporation is cancelled or converted or a combination thereof or (D) a liquidation, dissolution or winding up of this Corporation; provided, however, that a transaction shall not constitute a Liquidation Event if its sole purpose is to change the state of this Corporation’s incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held this Corporation’s securities immediately prior to such transaction. The treatment of any particular transaction or series of related transactions as a Liquidation Event may be waived by the vote or written consent of the Requisite Holders and of a majority of the Board, including a majority of the Preferred Directors.

(ii)In any Liquidation Event, if Proceeds received by this Corporation or its stockholders is other than cash, its value will be deemed its fair market value. Any securities shall be valued as follows:

(A)Securities not subject to investment letter or other similar restrictions on free marketability covered by (B) below:

(1)If traded on a securities exchange, the value shall be deemed to be the average of the closing prices of the securities on such exchange over the twenty (20) trading-day period ending three (3) trading days prior to the closing of the Liquidation Event;

(2)If actively traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the twenty (20) trading-day period ending three (3) trading days prior to the closing of the Liquidation Event; and

(3)If there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Board (including a majority of the Preferred Directors).

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(B)The method of valuation of securities subject to investment letter or other restrictions on free marketability (other than restrictions arising solely by virtue of a stockholder’s status as an affiliate or former affiliate) shall be to make an appropriate discount from the market value determined as above in (A) (1), (2) or (3) to reflect the approximate fair market value thereof, as determined in good faith by the Board (including a majority of the Preferred Directors).

(C)The foregoing methods for valuing non-cash consideration to be distributed in connection with a Liquidation Event shall, with the appropriate approval of the definitive agreements governing such Liquidation Event by the stockholders under the General Corporation Law and Section 6 of this Article IV(B), be superseded by the determination of such value set forth in the definitive agreements governing such Liquidation Event.

(iii)In the event the requirements of this Section 2 are not complied with, this Corporation shall forthwith either:

(A)cause the closing of such Liquidation Event to be postponed until such time as the requirements of this Section 2 have been complied with; or

(B)cancel such transaction, in which event the rights, preferences and privileges of the holders of the Preferred Stock shall revert to and be the same as such rights, preferences and privileges existing immediately prior to the date of the first notice referred to in subsection 2(d)(iv) hereof.

(iii)This Corporation shall give each holder of record of Preferred Stock written notice of such impending Liquidation Event not later than twenty (20) days prior to the stockholders’ meeting called to approve such transaction, or twenty (20) days prior to the closing of such transaction, whichever is earlier, and shall also notify such holders in writing of the final approval of such transaction. The first of such notices shall describe the material terms and conditions of the impending transaction and the provisions of this Section 2, and this Corporation shall thereafter give such holders prompt notice of any material changes. The transaction shall in no event take place sooner than twenty (20) days after this Corporation has given the first notice provided for herein or sooner than ten (10) days after this Corporation has given notice of any material changes provided for herein; provided, however, that subject to compliance with the General Corporation Law such periods may be shortened or waived upon the vote or written consent of the Requisite Holders.

(f)Allocation of Escrow and Contingent Consideration. In the event of a Liquidation Event, if any portion of the Proceeds is placed into escrow and/or is payable to the stockholders of this Corporation subject to contingencies, notwithstanding the operation of this Section 2 the definitive agreements with respect to such transaction shall provide that (i) the portion of such Proceeds that is not placed in escrow and/or subject to contingencies (the “Initial Consideration”) shall be allocated among the holders of capital stock of this Corporation in accordance with subsections 2(a) through 2(d) as if the Initial Consideration were the only consideration payable in connection with such Liquidation Event, and (ii) any additional consideration which becomes payable to the stockholders of this Corporation upon release from escrow or satisfaction of contingencies shall be allocated in the same manner among the holders of capital stock of this Corporation in accordance with subsections 2(a) through 2(d) after taking into account the previous payment of the Initial Consideration.

3.Redemption. The Preferred Stock is not redeemable at the option of the holder thereof.

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4.Conversion. The holders of the Preferred Stock shall have conversion rights as follows (the “Conversion Rights”):

(a)Right to Convert. Each share of Preferred Stock shall be convertible, at the option of the holder thereof and without additional consideration, at any time after the date of issuance of such share, at the office of this Corporation or any transfer agent for such stock, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the applicable Original Issue Price for such series by the applicable Conversion Price for such series (the conversion rate for a series of Preferred Stock into Common Stock is referred to herein as the “Conversion Rate” for such series), determined as hereafter provided, in effect on the date the certificate is surrendered for conversion. The initial “Conversion Price” per share for each series of Preferred Stock shall be the Original Issue Price (including, as the same may be adjusted pursuant to subsection 4(k) of this Article IV(B)) applicable to such series; provided, however, that (i) the initial Conversion Price for the Series D Preferred Stock shall be $7.2547 and (ii) the Conversion Price for the Preferred Stock shall be subject to adjustment as set forth in subsection 4(d).

(b)Automatic Conversion. Each share of Preferred Stock shall automatically be converted into shares of Common Stock at the applicable Conversion Rate at the time in effect for such series of Preferred Stock immediately upon the earlier of (i) the closing of this Corporation’s sale of its Common Stock in a firm commitment underwritten public offering pursuant to a registration statement on Form S-1 under the Securities Act of 1933, as amended, that would result in at least $250,000,000 in gross proceeds to this Corporation (excluding the conversion of any then outstanding indebtedness incurred in connection with such public offering) (a “Qualified Public Offering”) or (ii) the date, or the occurrence of an event, specified by vote or written consent or agreement of the Requisite Holders. Notwithstanding the foregoing, the consent or vote of the holders of at least a majority of the outstanding shares of the Series A Preferred Stock, with respect to the Series A Preferred Stock, the consent or vote of the holders of at least a majority of the outstanding shares of the Series B Preferred Stock, with respect to the Series B Preferred Stock, the consent or vote of the holders of at least 60% of the outstanding shares of the Series C Preferred Stock, with respect to the Series C Preferred Stock, the consent or vote of the holders of a majority of the outstanding shares of the Series D Preferred Stock, with respect to the Series D Preferred Stock and the consent or vote of the holders of a majority of the outstanding shares of the Series E Preferred Stock, with respect to the Series E Preferred Stock in each case, shall be required to effect any automatic conversion of the outstanding shares of such series of Preferred Stock pursuant to clause (ii) of this subsection 4(b).

(c)Mechanics of Conversion. Before any holder of Preferred Stock shall be entitled to voluntarily convert the same into shares of Common Stock, he or she shall surrender the certificate or certificates therefor, duly endorsed, at the office of this Corporation or of any transfer agent for the Preferred Stock and shall give written notice to this Corporation at its principal corporate office, of the election to convert the same and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. This Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Stock to be converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock as of such date. If the conversion is in connection with an underwritten offering of securities registered pursuant to the Securities Act of 1933, as amended, the conversion may, at the option of any holder tendering Preferred Stock for conversion, be conditioned upon the closing with the underwriters of the sale of securities pursuant to such offering, in which event the

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persons entitled to receive the Common Stock upon conversion of the Preferred Stock shall not be deemed to have converted such Preferred Stock until immediately prior to the closing of such sale of securities. If the conversion is in connection with Automatic Conversion provisions of subsection 4(b)(ii) above, such conversion shall be deemed to have been made on the conversion date described in the stockholder consent approving such conversion, and the persons entitled to receive shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holders of such shares of Common Stock as of such date.

(d)Conversion Price Adjustments of Preferred Stock for Certain Dilutive Issuances, Splits and Combinations. The applicable Conversion Price of the Preferred Stock shall be subject to adjustment from time to time as follows:

(i)(A)    If this Corporation shall issue, on or after the date upon which this Amended and Restated Certificate of Incorporation is accepted for filing by the Secretary of State of the State of Delaware (the “Filing Date”), any Additional Stock (as defined below) without consideration or for a consideration per share less than the Conversion Price applicable to a series of Preferred Stock in effect immediately prior to the issuance of such Additional Stock, the Conversion Price for such series in effect immediately prior to each such issuance shall forthwith (except as otherwise provided in this clause (i)) be adjusted to a price (calculated to the nearest one-thousandth of a cent) determined by multiplying such applicable Conversion Price by a fraction, the numerator of which shall be the number of shares of Common Stock Outstanding (as defined below) immediately prior to such issuance plus the number of shares of Common Stock that the aggregate consideration received by this Corporation for such issuance would purchase at such applicable Conversion Price; and the denominator of which shall be the number of shares of Common Stock Outstanding (as defined below) immediately prior to such issuance plus the number of shares of such Additional Stock. For purposes of this Section 4(d)(i)(A), the term “Common Stock Outstanding” shall mean and include the following: (1) outstanding Common Stock, (2) Common Stock issuable upon conversion of outstanding Preferred Stock, (3) Common Stock issuable upon exercise of outstanding stock options and (4) Common Stock issuable upon exercise (and, in the case of warrants to purchase Preferred Stock, conversion) of outstanding warrants. Shares described in (1) through (4) above shall be included whether vested or unvested, whether contingent or non-contingent and whether exercisable or not yet exercisable. In the event that this Corporation issues or sells, or is deemed to have issued or sold, shares of Additional Stock that results in an adjustment to an applicable Conversion Price pursuant to the provisions of this Section 4(d) (the “First Dilutive Issuance”), and this Corporation then issues or sells, or is deemed to have issued or sold, shares of Additional Stock in a subsequent issuance other than the First Dilutive Issuance that would result in further adjustment to an applicable Conversion Price (a “Subsequent Dilutive Issuance”) pursuant to the same instruments as the First Dilutive Issuance, then and in each such case upon a Subsequent Dilutive Issuance the applicable Conversion Price for each series of Preferred Stock shall be reduced to the applicable Conversion Price that would have been in effect had the First Dilutive Issuance and each Subsequent Dilutive Issuance all occurred on the closing date of the First Dilutive Issuance.

(B)No adjustment of the applicable Conversion Price for the Preferred Stock shall be made in an amount less than one-tenth of one cent per share. Except to the limited extent provided for in subsections (E)(3) and (E)(4), no adjustment of such applicable Conversion Price pursuant to this subsection 4(d)(i) shall have the effect of increasing the applicable Conversion Price above the Conversion Price in effect immediately prior to such adjustment.

(C)In the case of the issuance of Additional Stock for cash, the consideration shall be deemed to be the amount of cash paid therefor before deducting any reasonable

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discounts, commissions or other expenses allowed, paid or incurred by this Corporation for any underwriting or otherwise in connection with the issuance and sale thereof.

(D)In the case of the issuance of the Additional Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined by the Board irrespective of any accounting treatment.

(E)In the case of the issuance of options to purchase or rights to subscribe for Common Stock, securities by their terms convertible into or exchangeable for Common Stock or options to purchase or rights to subscribe for such convertible or exchangeable securities, the following provisions shall apply for purposes of determining the number of shares of Additional Stock issued and the consideration paid therefor:

(1)The aggregate maximum number of shares of Common Stock deliverable upon exercise (assuming the satisfaction of any conditions to exercisability, including without limitation, the passage of time, but without taking into account potential antidilution adjustments) of such options to purchase or rights to subscribe for Common Stock shall be deemed to have been issued at the time such options or rights were issued and for a consideration equal to the consideration (determined in the manner provided in subsections 4(d)(i)(C) and (d)(i)(D)), if any, received by this Corporation upon the issuance of such options or rights plus the minimum exercise price provided in such options or rights (without taking into account potential antidilution adjustments) for the Common Stock covered thereby.

(2)The aggregate maximum number of shares of Common Stock deliverable upon conversion of, or in exchange (assuming the satisfaction of any conditions to convertibility or exchangeability, including, without limitation, the passage of time, but without taking into account potential antidilution adjustments) for, any such convertible or exchangeable securities or upon the exercise of options to purchase or rights to subscribe for such convertible or exchangeable securities and subsequent conversion or exchange thereof shall be deemed to have been issued at the time such securities were issued or such options or rights were issued and for a consideration equal to the consideration, if any, received by this Corporation for any such securities and related options or rights (excluding any cash received on account of accrued interest or accrued dividends), plus the minimum additional consideration, if any, to be received by this Corporation (without taking into account potential antidilution adjustments) upon the conversion or exchange of such securities or the exercise of any related options or rights (the consideration in each case to be determined in the manner provided in subsections 4(d)(i)(C) and (d)(i)(D)).

(3)In the event of any change in the number of shares of Common Stock deliverable or in the consideration payable to this Corporation upon exercise of such options or rights or upon conversion of or in exchange for such convertible or exchangeable securities, the applicable Conversion Price of the Preferred Stock, to the extent in any way affected by or computed using such options, rights or securities, shall be recomputed to reflect such change, but no further adjustment shall be made for the actual issuance of Common Stock or any payment of such consideration upon the exercise of any such options or rights or the conversion or exchange of such securities.

(4)Upon the expiration of any such options or rights, the termination of any such rights to convert or exchange or the expiration of any options or rights related to such convertible or exchangeable securities, the applicable Conversion Price of the Preferred Stock, to the extent in any way affected by or computed using such options, rights or securities or options or rights related to such securities, shall be recomputed to reflect the issuance of only the number of shares of Common

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Stock (and convertible or exchangeable securities that remain in effect) actually issued upon the exercise of such options or rights, upon the conversion or exchange of such securities or upon the exercise of the options or rights related to such securities.

(5)The number of shares of Additional Stock deemed issued and the consideration deemed paid therefor pursuant to subsections 4(d)(i)(E)(1) and (2) shall be appropriately adjusted to reflect any change, termination or expiration of the type described in either subsection 4(d)(i)(E)(3) or (4).

(F)Special Adjustment to Series E Conversion Price. Notwithstanding anything contained in this Amended and Restated Certificate of Incorporation to the contrary (including, without limitation, Section 4(d)(i)(A) and Section 4(d)(i)(E) above), in the event that this Corporation shall issue, on or after the filing date, Equity Incentives (as defined below) in excess of the Stock Plan Limit (as defined below) (each such issuance, an “Excess Incentive Issuance”), the Conversion Price for the Series E Preferred Stock in effect immediately prior to such issuance shall be adjusted to a price (calculated to the nearest one-thousandth of a cent) determined by multiplying such Conversion Price by a fraction, the numerator of which shall equal (i) the number of shares of Common Stock Outstanding as of immediately following the completion of the Gross-Up (as defined below), minus (ii) the number of shares of Series E Preferred Stock outstanding as of immediately following the completion of the Gross-Up, plus (iii) the Stock Plan Limit (as defined below); and the denominator of which shall equal (w) the number of shares of Common Stock Outstanding as of immediately following the completion of the Gross-Up, minus (x) the number of shares Series E Preferred Stock outstanding as of as of immediately following the completion of the Gross-Up, plus (y) the Stock Plan Limit, plus (z) the number of shares comprising such Excess Incentive Issuance (a “Special Series E Adjustment”). In the event of a Special Series E Adjustment, the Conversion Price of the Series E Preferred Stock shall not be separately adjusted pursuant to Section 4(d)(i)(A) as a result of such issuance.

(ii)“Additional Stock” shall mean any shares of Common Stock issued (or deemed to have been issued pursuant to subsection 4(d)(i)(E)) by this Corporation on or after the Filing Date other than ((A) through (K) below, the “Carve Out Stock”):

(A)Common Stock issued pursuant to a transaction described in subsection 4(d)(iii) hereof;

(B)Up to 8,225,000 shares (the “Stock Plan Limit”) of Common Stock issued to employees, directors, consultants and other service providers for the primary purpose of soliciting or retaining their services pursuant to plans or agreements approved by the Board (including a majority of the Preferred Directors) (“Equity Incentives”); provided, however, that (i) the numerical limit comprising the Stock Plan Limit shall be effective only with respect to the Series E Preferred Stock and (ii) upon the earlier of (x) the Company’s next bona fide sale of a new series of Preferred Stock that is first created after the date of filing of this Amended and Restated Certificate of Incorporation or (y) January 1, 2020, the Stock Plan Limit shall terminate and the remainder of this subsection 4(d)(ii)(B) shall remain in full force and effect thereafter with respect to all series of Preferred Stock;

(C)Common Stock issued pursuant to a Qualified Public Offering;

(D)Common Stock issued pursuant to the conversion or exercise of convertible or exercisable securities outstanding on the Filing Date;

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(E)Common Stock issued in connection with a bona fide business acquisition by this Corporation, whether by merger, consolidation, sale of assets, sale or exchange of stock or otherwise, approved by the Board (including a majority of the Preferred Directors);

(F)Common Stock issued or deemed issued pursuant to subsection 4(d)(i)(E) as a result of a decrease in the applicable Conversion Price of any series of Preferred Stock resulting from the operation of Section 4(d);

(G)Common Stock issued upon conversion of the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock;

(H)Shares of Common Stock issued pursuant to any equipment leasing arrangement or debt financing arrangement, which arrangement is primarily for non-equity financing purposes and is approved by the Board, including a majority of the Preferred Directors;

(I)Common Stock issued to persons or entities with which this Corporation has business relationships, provided such issuances are for non-equity financing purposes and is approved by the Board, including a majority of the Preferred Directors;

(J)Common Stock issued or deemed issued pursuant to the terms of that certain Series E Preferred Stock Purchase Agreement (the “Purchase Agreement”), dated April 12, 2017 by and among this Corporation and the other parties thereto, as may be amended; or

(K)Any other securities excluded from the definition of “Additional Stock” by the vote or written consent of a majority of the Board, including a majority of the Preferred Directors, and the Requisite Holders.

(iii)In the event this Corporation should at any time or from time to time after the Filing Date fix a record date for the effectuation of a split or subdivision of the outstanding shares of Common Stock or the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in additional shares of Common Stock or other securities or rights convertible into, or entitling the holder thereof to receive directly or indirectly, additional shares of Common Stock (hereinafter referred to as “Common Stock Equivalents”) without payment of any consideration by such holder for the additional shares of Common Stock or the Common Stock Equivalents (including the additional shares of Common Stock issuable upon conversion or exercise thereof), then, as of such record date (or the date of such dividend distribution, split or subdivision if no record date is fixed), the applicable Conversion Price of the Preferred Stock shall be appropriately decreased so that the number of shares of Common Stock issuable on conversion of each share of such series shall be increased in proportion to such increase of the aggregate of shares of Common Stock outstanding and those issuable with respect to such Common Stock Equivalents with the number of shares issuable with respect to Common Stock Equivalents determined from time to time in the manner provided for deemed issuances in subsection 4(d)(i)(E).

(e)If the number of shares of Common Stock outstanding at any time after the Filing Date is decreased by a combination of the outstanding shares of Common Stock, then, following the record date of such combination, the applicable Conversion Price for the Preferred Stock shall be appropriately increased so that the number of shares of Common Stock issuable on conversion of each share of such series shall be decreased in proportion to such decrease in outstanding shares.Other Distributions. In the event this Corporation shall declare a distribution payable in securities of other persons, evidences of

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indebtedness issued by this Corporation or other persons, assets (excluding cash dividends) or options or rights not referred to in subsection 4(d)(iii), then, in each such case for the purpose of this subsection 4(e), the holders of the Preferred Stock shall be entitled to a proportionate share of any such distribution as though they were the holders of the number of shares of Common Stock of this Corporation into which their shares of Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of this Corporation entitled to receive such distribution.

(f)Recapitalizations. If at any time or from time to time there shall be a recapitalization of the Common Stock (other than a subdivision, combination or merger or sale of assets transaction provided for elsewhere in this Section 4 or in Section 2) provision shall be made so that the holders of the Preferred Stock shall thereafter be entitled to receive upon conversion of the Preferred Stock the number of shares of stock or other securities or property of this Corporation or otherwise, to which a holder of Common Stock deliverable upon conversion would have been entitled on such recapitalization. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 4 with respect to the rights of the holders of the Preferred Stock after the recapitalization to the end that the provisions of this Section 4 (including adjustment of the Conversion Price then in effect and the number of shares purchasable upon conversion of the Preferred Stock) shall be applicable after that event as nearly equivalently as may be practicable.

(g)No Fractional Shares and Certificate as to Adjustments.

(i)No fractional shares shall be issued upon the conversion of any share or shares of the Preferred Stock and the aggregate number of shares of Common Stock to be issued to particular stockholders, shall be rounded down to the nearest whole share and this Corporation shall pay in cash the fair market value of any fractional shares as of the time when entitlement to receive such fractions is determined. Whether or not fractional shares would be issuable upon such conversion shall be determined on the basis of the total number of shares of Preferred Stock the holder is at the time converting into Common Stock and the number of shares of Common Stock issuable upon such conversion.

(ii)Upon the occurrence of each adjustment or readjustment of the Conversion Price of Preferred Stock pursuant to this Section 4, this Corporation, at its expense, shall promptly compute such adjustment or readjustment in accordance with the terms hereof and prepare and furnish to each holder of Preferred Stock a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. This Corporation shall, upon the written request at any time of any holder of Preferred Stock, furnish or cause to be furnished to such holder a like certificate setting forth (A) such adjustment and readjustment, (B) the Conversion Price for such series of Preferred Stock at the time in effect, and (C) the number of shares of Common Stock and the amount, if any, of other property that at the time would be received upon the conversion of a share of Preferred Stock.

(h)Notices of Record Date. In the event of any taking by this Corporation of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend (other than a cash dividend) or other distribution, this Corporation shall mail to each holder of Preferred Stock, at least ten (10) days prior to the date specified therein, a notice specifying the date on which any such record is to be taken for the purpose of such dividend or distribution, and the amount and character of such dividend or distribution.

(i)Reservation of Stock Issuable Upon Conversion. This Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of the shares of the Preferred Stock, such number of its shares of

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Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Preferred Stock, in addition to such other remedies as shall be available to the holder of such Preferred Stock, this Corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes, including, without limitation, engaging in best efforts to obtain the requisite stockholder approval of any necessary amendment to this Amended and Restated Certificate of Incorporation.

(j)Waiver of Adjustment to Conversion Price. Any downward adjustment of the Conversion Price of any series of Preferred Stock may be waived, either prospectively or retroactively and either generally or in a particular instance, by the consent or vote of the holders of a majority of the outstanding shares of such series of Preferred Stock, Any such waiver shall bind all future holders of shares of such series of Preferred Stock, as applicable. Notwithstanding the foregoing, or anything herein to the contrary, any downward adjustment of the Conversion Price of the Series C Preferred Stock may be waived, either prospectively or retroactively and either generally or in a particular instance, only by the consent or vote of the holders of at least 60% of the outstanding shares of the Series C Preferred Stock (voting as a separate series, and on an as-converted basis).

(k)Series E Preferred Stock Original Issue Price Adjustment.

(i)Upon completion of the Gross-Up (as hereinafter defined), the Original Issue Price of the Series E Preferred Stock will be automatically adjusted to a price per share (calculated to the nearest one-thousandth of a cent) determined by multiplying the Series E Original Issue Price immediately prior to the completion of the Gross-Up by a fraction, the numerator of which shall be the number of outstanding shares of Series E Preferred Stock as of immediately prior to the completion of the Gross-Up and the denominator of which shall be the number of outstanding shares of Series E Preferred Stock as of immediately after the completion of the Gross-Up. For purposes of this subsection 4(k), “Gross-Up” means this Corporation’s issuance of additional shares of Series E Preferred Stock pursuant to Section 1.3 of the Purchase Agreement.

(ii)Upon the adjustment to the Series E Original Purchase Price as set forth in subsection 4(k)(i) above, and in accordance with subsection 4(g)(i) of this Article IV(B), this Corporation, at its expense, shall promptly compute such adjustment in accordance with the terms hereof and prepare and furnish to each holder of Series E Preferred Stock a certificate setting forth such adjustment and showing in detail the facts upon which such adjustment is based. This Corporation shall furnish or cause to be furnished to such holders of Series E Preferred Stock a stock certificate setting forth that number of shares of Series E Preferred Stock issued to such holders based on the Gross-Up.

5.Voting Rights.

(a)General Voting Rights. The holder of each share of Preferred Stock shall have the right to one vote for each share of Common Stock into which such Preferred Stock could then be converted, and with respect to such vote, such holder shall have full voting rights and powers equal to the voting rights and powers of the holders of Common Stock, and shall be entitled, notwithstanding any provision hereof, to notice of any stockholders’ meeting in accordance with the Bylaws of this Corporation, and except as provided by law or in subsection 5(b) below with respect to the election of directors by the separate class vote of the holders of Common Stock, shall be entitled to vote, together with holders of Common Stock, with respect to any question upon which holders of Common Stock have the right to vote. Fractional votes

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shall not, however, be permitted and any fractional voting rights available on an as-converted basis (after aggregating all shares into which shares of Preferred Stock held by each holder could be converted) shall be rounded to the nearest whole number (with one-half being rounded upward).

(b)Voting for the Election of Directors.

(i)As long as at least 20% of the shares of Series B Preferred Stock originally issued remain outstanding (as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations or the like), the holders of Series B Preferred Stock, voting separately as a series, shall be entitled to elect one (1) director of this Corporation at any election of directors (and to fill any vacancies with respect thereto) (the “Series B Director”).

(ii)As long as at least 20% of the shares of Series A Preferred Stock originally issued remain outstanding (as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations or the like), the holders of Series A Preferred Stock, voting separately as a series, shall be entitled to elect one (1) director of this Corporation at any election of directors (and to fill any vacancies with respect thereto) (the “Series A Director,” together with the Series B Director, the “Preferred Directors”).

(iii)The holders of Common Stock, voting separately as a class, shall be entitled to elect three (3) directors of this Corporation at any election of directors (and to fill any vacancies with respect thereto) (each, a “Common Director”).

(iv)The holders of Preferred Stock and Common Stock (voting together as a single class and not as separate series, and on an as-converted basis) shall be entitled to elect any remaining directors of this Corporation (each, a “Remaining Director”).

Notwithstanding the provisions of Section 223(a)(1) and 223(a)(2) of the General Corporation Law, any vacancy, including newly created directorships resulting from any increase in the authorized number of directors or amendment of this Amended and Restated Certificate of Incorporation, and vacancies created by removal or resignation of a director, may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced; provided, however, that where such vacancy occurs among the directors elected by the holders of a class or series of stock, the holders of shares of such class or series may override the Board’s action to fill such vacancy by (i) voting for their own designee to fill such vacancy at a meeting of this Corporation’s stockholders or (ii) written consent, if the consenting stockholders hold a sufficient number of shares to elect their designee at a meeting of the stockholders. Any director may be removed during his or her term of office, either with or without cause, by, and only by, the affirmative vote of the holders of the shares of the class or series of stock entitled to elect such director or directors, given either at a special meeting of such stockholders duly called for that purpose or pursuant to a written consent of stockholders, and any vacancy thereby created may be filled by the holders of that class or series of stock represented at the meeting or pursuant to written consent.

(c)No person entitled to vote at an election for directors may cumulate votes to which such person is entitled unless required by applicable law at the time of such election. During such time or times that applicable law requires cumulative voting, every stockholder entitled to vote at an election for directors may cumulate such stockholder’s votes and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which such stockholder’s shares are

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otherwise entitled, or distribute the stockholder’s votes on the same principle among as many candidates as such stockholder desires. No stockholder, however, shall be entitled to so cumulate such stockholder’s votes unless (A) the names of such candidate or candidates have been placed in nomination prior to the voting and (B) the stockholder has given notice at the meeting, prior to the voting, of such stockholder’s intention to cumulate such stockholder’s votes. If any stockholder has given proper notice to cumulate votes, all stockholders may cumulate their votes for any candidates who have been properly placed in nomination. Under cumulative voting, the candidates receiving the highest number of votes, up to the number of directors to be elected, are elected.

6.Protective Provisions.

(a)So long as at least 8,501,139 shares of Preferred Stock remain outstanding (as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations or the like), this Corporation shall not (by amendment, merger, consolidation or otherwise) take any of the actions below, and any such act or transaction entered into without such consent or vote as specified herein shall be null and void ab initio, and of no force or effect without first obtaining the approval (by vote or written consent, as provided by law) of the Requisite Holders:

(i)consummate a Liquidation Event;

(ii)amend this Corporation’s Certificate of Incorporation or Bylaws;

(iii)increase or decrease (other than by redemption or conversion) the total number of authorized shares of Common Stock or Preferred Stock or designated shares of any series of Preferred Stock;

(iv)authorize or issue (or obligate itself to authorize or issue) any equity security (including any other security convertible into or exercisable or exchangeable for any such equity security) having a preference over, or being on a parity with, any series of Preferred Stock with respect to voting, dividends, liquidation, redemption, or conversion, other than the issuance of any authorized but unissued shares of Preferred Stock;

(v)reclassify, alter or amend any existing security of this Corporation on parity with the Preferred Stock if such reclassification, alteration or amendment would render such other security senior to the Preferred Stock in any respect, or (ii) reclassify, alter or amend any existing security of this Corporation that is junior to the Preferred Stock if such reclassification, alteration or amendment would render such other security senior to or on parity with the Preferred Stock in any respect;

(vi)redeem, purchase or otherwise acquire (or pay into or set aside for a sinking fund for such purpose) any share or shares of Preferred Stock or Common Stock; provided, however, that this restriction shall not apply to the repurchase (A) of shares of Common Stock from employees, officers, directors, consultants or other persons performing services for this Corporation or any subsidiary pursuant to agreements under which this Corporation has the option to repurchase such shares upon the occurrence of certain events, such as the termination of employment or service, (B) of shares of Common Stock pursuant to a contractual right of first refusal or right of first refusal in the Bylaws of this Corporation or (C) of shares of Common Stock made pursuant to a tender offer consummated within 60 days after the Filing Date;

(vii)change the authorized number of directors of this Corporation; or

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(viii)pay or declare any dividend on any shares of capital stock of this Corporation.

(b)Series A Preferred Stock Protective Provisions. So long as at least 20% of the shares of Series A Preferred Stock originally issued remain outstanding (as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations or the like), this Corporation shall not (by amendment, merger, consolidation or otherwise) take any of the actions below, and any such act or transaction entered into without such consent or vote as specified herein shall be null and void ab initio, and of no force or effect without first obtaining the approval (by vote or written consent, as provided by law) of the holders of at least a majority of the then outstanding shares of Series A Preferred Stock, voting separately as a series:

(i)alter or change the terms of the shares of Series A Preferred Stock so as to affect materially and adversely such Series A Preferred Stock in a manner differently than the Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock or Series E Preferred Stock; or

(ii)increase the total number of authorized shares of Series A Preferred Stock,

(c)Series B Preferred Stock Protective Provisions. So long as at least 20% of the shares of Series B Preferred Stock originally issued remain outstanding (as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations or the like), this Corporation shall not (by amendment, merger, consolidation or otherwise) take any of the actions below, and any such act or transaction entered into without such consent or vote as specified herein shall be null and void ab initio, and of no force or effect without first obtaining the approval (by vote or written consent, as provided by law) of the holders of at least a majority of the then outstanding shares of Series B Preferred Stock, voting separately as a series:

(i)alter or change the terms of the shares of Series B Preferred Stock so as to affect materially and adversely such Series B Preferred Stock in a manner differently than the Series A Preferred Stock, Series C Preferred Stock, Series D Preferred Stock or Series E Preferred Stock; or

(ii)authorize or issue (or obligate itself to authorize or issue) any other equity security (including any security convertible into or exercisable or exchangeable for any such equity security), having a preference or seniority over the Series B Preferred.

(d)Series C Preferred Stock Protective Provisions. So long as at least 20% of the shares of Series C Preferred Stock originally issued remain outstanding (as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations or the like), this Corporation shall not (by amendment, merger, consolidation or otherwise) take any of the actions below, and any such act or transaction entered into without such consent or vote as specified herein shall be null and void ab initio, and of no force or effect without first obtaining the approval (by vote or written consent, as provided by law) of the holders of at least 60% of the then outstanding shares of Series C Preferred Stock, voting separately as a series:

(i)alter or change the terms of the shares of Series C Preferred Stock so as to affect materially and adversely such Series C Preferred Stock in a manner differently than the Series A Preferred Stock, Series B Preferred Stock, Series D Preferred Stock or Series E Preferred Stock; or

(ii)increase the total number of authorized shares of Series C Preferred Stock.

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(e)Series D Preferred Stock Protective Provisions. So long as at least 20% of the shares of Series D Preferred Stock originally issued remain outstanding (as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations or the like), this Corporation shall not (by amendment, merger, consolidation or otherwise) take any of the actions below, and any such act or transaction entered into without such consent or vote as specified herein shall be null and void ab initio, and of no force or effect without first obtaining the approval (by vote or written consent, as provided by law) of the holders of a majority of the then outstanding shares of Series D Preferred Stock, voting separately as a series:

(i)alter or change the terms of the shares of Series D Preferred Stock so as to affect materially and adversely such Series D Preferred Stock in a manner differently than the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock or Series E Preferred Stock; or

(ii)increase the total number of authorized shares of Series D Preferred Stock.

(f)Series E Preferred Stock Protective Provisions. So long as at least 3,820,768 shares of Series E Preferred Stock remain outstanding (as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations or the like), this Corporation shall not (by amendment, merger, consolidation or otherwise) take any of the actions below, and any such act or transaction entered into without such consent or vote as specified herein shall be null and void ab initio, and of no force or effect without first obtaining the approval (by vote or written consent, as provided by law) of the holders of a majority of the then outstanding shares of Series E Preferred Stock, voting separately as a series, and for so long as the holders of Series A Preferred Stock and Series B Preferred Stock are entitled to elect the Preferred Directors pursuant to subsection 5(b), at least one Preferred Director:

(i)consummate a Liquidation Event or effect any other merger or consolidation in which the aggregate gross proceeds payable to the holders of each share of Series E Preferred Stock are less than:

(A)three (3) times the Original Issue Price of the Series E Preferred Stock (the “Series E Original Issue Price”), as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations or the like or pursuant to subsection 4(k) of this Article (IV)(B), if the consummation of the Liquidation Event occurs in the period between the date the first share of Series E Preferred Stock is issued by this Corporation (the “Series E Initial Issuance Date”) and the third (3rd) anniversary of the Series E Initial Issuance Date;

(B)four (4) times the Series E Original Issue Price, as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations or the like or pursuant to subsection 4(k) of this Article (IV)(B), if the consummation of the Liquidation Event occurs in the period between the third (3rd) and fourth (4th) anniversaries of the Series E Initial Issuance Date; or

(C)five (5) times the Series E Original Issue Price, as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations or the like or pursuant to subsection 4(k) of this Article (IV)(B), if the consummation of the Liquidation Event occurs after the fourth (4th) anniversary of the Series E Initial Issuance Date;

(ii)amend, alter or repeal this Corporation’s Certificate of Incorporation or Bylaws;

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(iii)increase or decrease (other than by redemption or conversion) the total number of authorized shares of Common Stock or any series of Preferred Stock or designated shares of any series of Preferred Stock;

(iv)authorize or issue (or obligate itself to authorize or issue) any equity security (including any other security convertible into or exercisable or exchangeable for any such equity security) having a preference over, or being on a parity with, the Series E Preferred Stock with respect to dividends, liquidation or redemption;

(v)redeem, purchase or otherwise acquire (or pay into or set aside for a sinking fund for such purpose) any share or shares of Preferred Stock or Common Stock; provided, however, that this restriction shall not apply to the repurchase of shares of Common Stock (i) from employees, officers, directors, consultants or other persons performing services for this Corporation or any subsidiary pursuant to agreements under which this Corporation has the option to repurchase such shares upon the occurrence of certain events, such as the termination of employment or service, (ii) pursuant to a contractual right of first refusal or right of first refusal in the Bylaws of this Corporation or (iii) made pursuant to a tender offer consummated within 60 days after the Filing Date;

(vi)change the authorized number of directors of this Corporation;

(vii)pay or declare any dividend on any shares of capital stock of this Corporation;

(viii)create, or hold capital stock in, any subsidiary that is not wholly owned (either directly or through one or more other subsidiaries) by this Corporation, other than a Permitted JV, or sell, transfer or otherwise dispose of any capital stock of any direct or indirect subsidiary of this Corporation, or permit any direct or indirect subsidiary to sell, lease, transfer, exclusively license or otherwise dispose (in a single transaction or series of related transactions) of all or substantially all of the assets of such subsidiary;

(ix)incur any indebtedness for borrowed money (i) outside the ordinary course of business, or (ii) which requires a pledge of this Corporation’s intellectual property;

(x)sell, assign, license, pledge or encumber material technology or intellectual property of this Corporation, other than licenses granted in the ordinary course of business;

(xi)enter into any corporate strategic relationship requiring the payment, contribution or assignment by this Corporation or to this Corporation of assets greater than $1,000,000 unless accounted for in this Corporation’s annual operating budget as approved by the Board;

(xii)dispose of any of this Corporation’s ownership interest in the Permitted JV; or

(xiii)increase or decrease the compensation of any executive officer of this Corporation, including approval of any option grant and any other action requiring the consent of the compensation committee, such approval by the holders of the then outstanding shares of Series E Preferred Stock and Preferred Director not to be unreasonably withheld.

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7.Status of Converted Stock. In the event any shares of Preferred Stock shall be converted pursuant to Section 4 hereof, the shares so converted shall be cancelled and shall not be issuable by this Corporation, The Amended and Restated Certificate of Incorporation of this Corporation shall be appropriately amended to effect the corresponding reduction in this Corporation’s authorized capital stock,

8.Notices. Any notice required by the provisions of this Article IV(B) to be given to the holders of shares of Preferred Stock shall be deemed given (i) if deposited in the United States mail, postage prepaid, and addressed to each holder of record at his, her or its address appearing on the books of this Corporation, (ii) if such notice is provided by electronic transmission in a manner permitted by Section 232 of the General Corporation Law, or (iii) if such notice is provided in another manner then permitted by the General Corporation Law.

C.Common Stock. The rights, preferences, privileges and restrictions granted to and imposed on the Common Stock are as set forth below in this Article IV(C).

1.Dividend Rights. Subject to the prior rights of holders of all classes of stock at the time outstanding having prior rights as to dividends, the holders of the Common Stock shall be entitled to receive, when, as and if declared by the Board, out of any assets of this Corporation legally available therefor, any dividends as may be declared from time to time by the Board.

2.Liquidation Rights. Upon the liquidation, dissolution or winding up of this Corporation, the assets of this Corporation shall be distributed as provided in Section 2 of Article IV(B) hereof.

3.Redemption. The Common Stock is not redeemable at the option of the holder.

4.Voting Rights. The holder of each share of Common Stock shall have the right to one vote for each such share, and shall be entitled to notice of any stockholders’ meeting in accordance with the Bylaws of this Corporation, and shall be entitled to vote upon such matters and in such manner as may be provided by law. The number of authorized shares of Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of this Corporation entitled to vote, irrespective of the provisions of Section 242(b)(2) of the General Corporation Law.

ARTICLE V

Except as otherwise provided in this Amended and Restated Certificate of Incorporation, in furtherance and not in limitation of the powers conferred by statute, the Board is expressly authorized to make, repeal, alter, amend and rescind any or all of the Bylaws of this Corporation.

ARTICLE VI

The number of directors of this Corporation shall be determined in the manner set forth in the Bylaws of this Corporation.

ARTICLE VII

Elections of directors need not be by written ballot unless the Bylaws of this Corporation shall so provide.

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ARTICLE VIII

Meetings of stockholders may be held within or without the State of Delaware, as the Bylaws of this Corporation may provide. The books of this Corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the Board or in the Bylaws of this Corporation.

ARTICLE IX

A director of this Corporation shall not be personally liable to this Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to this Corporation or its stockholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit. If the General Corporation Law is amended after approval by the stockholders of this Article IX to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of this Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law as so amended.

Any amendment, repeal or modification of the foregoing provisions of this Article IX by the stockholders of this Corporation shall not adversely affect any right or protection of a director of this Corporation existing at the time of, or increase the liability of any director of this Corporation with respect to any acts or omissions of such director occurring prior to, such amendment, repeal or modification.

ARTICLE X

This Corporation reserves the right to amend, alter, change or repeal any provision contained in this Amended and Restated Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

ARTICLE XI

To the fullest extent permitted by applicable law, this Corporation is authorized to provide indemnification of (and advancement of expenses to) directors, officers, employees and agents of this Corporation (and any other persons to which General Corporation Law permits this Corporation to provide indemnification) through Bylaw provisions, agreements with such persons, vote of stockholders or disinterested directors or otherwise, in excess of the indemnification and advancement otherwise permitted by Section 145 of the General Corporation Law, subject only to limits created by applicable General Corporation Law (statutory or non-statutory), with respect to actions for breach of duty to this Corporation, its stockholders, and others.

Any amendment, repeal or modification of the foregoing provisions of this Article XI shall not adversely affect any right or protection of a director, officer, employee, agent or other person existing at the time of, or increase the liability of any such person with respect to any acts or omissions of such person occurring prior to, such amendment, repeal or modification.

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ARTICLE XII

This Corporation renounces any interest or expectancy of this Corporation in, or in being offered an opportunity to participate in, or in being informed about, an Excluded Opportunity. An “Excluded Opportunity” is any matter, transaction or interest that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of, (i) any director of this Corporation who is not an employee of this Corporation or any of its subsidiaries, or (ii) any holder of Preferred Stock or any affiliate, partner, member, director, stockholder, employee, agent or other related person of any such holder, other than someone who is an employee of this Corporation or any of its subsidiaries (collectively, “Covered Persons”), unless such matter, transaction or interest is presented to, or acquired, created or developed by, or otherwise comes into the possession of, a Covered Person expressly and solely in such Covered Person’s capacity as a director of this Corporation.

ARTICLE XIII

For purposes of Section 500 of the California Corporations Code (to the extent applicable), in connection with any repurchase of shares of Common Stock permitted under this Amended and Restated Certificate of Incorporation from employees, officers, directors or consultants of this Corporation in connection with a termination of employment or services pursuant to agreements or arrangements approved by the Board (in addition to any other consent required under this Amended and Restated Certificate of Incorporation), such repurchase may be made without regard to any “preferential dividends arrears amount” or “preferential rights amount” (as those terms are defined in Section 500 of the California Corporations Code). Accordingly, for purposes of making any calculation under California Corporations Code Section 500 in connection with such repurchase, the amount of any “preferential dividends arrears amount” or “preferential rights amount” (as those terms are defined therein) shall be deemed to be zero.

*     *     *

THIRD: The foregoing amendment and restatement was approved by the holders of the requisite number of shares of said corporation in accordance with Section 228 of the General Corporation Law.

FOURTH: That said Amended and Restated Certificate of Incorporation, which restates and integrates and further amends the provisions of this Corporation’s Restated Certificate of Incorporation, has been duly adopted in accordance with Sections 242 and 245 of the General Corporation Law.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, this Amended and Restated Certificate of Incorporation has been executed by a duly authorized officer of this corporation on this 9^th day of May, 2017.

By:	/s/ Helmy Eltoukhy
Name:	Helmy Eltoukhy
Title:	Chief Executive Officer

[SIGNATURE PAGE TO GUARDANT HEALTH, INC. AMENDED AND RESTATED CERTIFICATE OF INCORPORATION]

EX-3.3

Exhibit 3.3

AMENDED AND RESTATED BYLAWS

CONTENTS

		Page
Article I. OFFICES		1
Section 1.	Registered Office	1
Section 2.	Other Offices	1
Article II. CORPORATE SEAL		1
Section 3.	Corporate Seal	1
Article III. STOCKHOLDERS’ MEETINGS		1
Section 4.	Place of Meetings	1
Section 5.	Annual Meeting	1
Section 6.	Special Meetings	4
Section 7.	Notice of Meeting	5
Section 8.	Quorum	5
Section 9.	Adjournment and Notice of Adjourned Meetings	6
Section 10.	Voting Rights	6
Section 11.	Joint Owners of Stock	6
Section 12.	List of Stockholders	7
Section 13.	Action Without Meeting	7
Section 14.	Organization	8
Article IV. DIRECTORS		9
Section 15.	Number and Term of Office	9
Section 16.	Powers	9
Section 17.	Term of Directors	9
Section 18.	Vacancies	10
Section 19.	Resignation	11
Section 20.	Removal	11
Section 21.	Meetings	11
Section 22.	Quorum and Voting	12
Section 23.	Action Without Meeting	13
Section 24.	Fees and Compensation	13
Section 25.	Committees	13
Section 26.	Organization	14
Article V. OFFICERS		15
Section 27.	Officers Designated	15
Section 28.	Delegation of Authority	16
Section 29.	Resignations	17
Section 30.	Removal	17
Article VI. EXECUTION OF CORPORATE INSTRUMENTS AND VOTING OF SECURITIES OWNED BY THE CORPORATION		17

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Section 31.	Execution of Corporate Instruments	17
Section 32.	Voting of Securities Owned by the Corporation	17
Article VII. SHARES OF STOCK		18
Section 33.	Form and Execution of Certificates	18
Section 34.	Lost Certificates	18
Section 35.	Transfers.	18
Section 36.	Fixing Record Dates	19
Section 37.	Registered Stockholders	20
Article VIII. OTHER SECURITIES OF THE CORPORATION		20
Section 38.	Execution of Other Securities	20
Article IX. DIVIDENDS		21
Section 39.	Declaration of Dividends	21
Section 40.	Dividend Reserve	21
Article X. FISCAL YEAR		21
Section 41.	Fiscal Year	21
Article XI. INDEMNIFICATION		22
Section 42.	Indemnification of Directors, Executive Officers, Other Officers, Employees and Other Agents	22
Article XII. NOTICES		25
Section 43.	Notices	25
Article XIII. AMENDMENTS		27
Section 44.	Amendments	27
Article XIV. RIGHT OF FIRST REFUSAL		27
Section 45.	Right of First Refusal	27
Article XV. LOANS TO OFFICERS		30
Section 46.	Loans to Officers	30
Article XVI. MISCELLANEOUS		30
Section 47.	Annual Report	30
Section 48.	Drag Along Right	31

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AMENDED AND RESTATED BYLAWS

OF

GUARDANT HEALTH, INC.

(A DELAWARE CORPORATION)

ARTICLE I.

OFFICES

Section 1.Registered Office. The registered office of the corporation in the State of Delaware shall be in the City of Wilmington, county of New Castle.

Section 2.Other Offices. The corporation shall also have and maintain an office or principal place of business at such place as may be fixed by the Board of Directors, and may also have offices at such other places, both within and without the State of Delaware, as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE II.

CORPORATE SEAL

Section 3.Corporate Seal. The Board of Directors may adopt a corporate seal. The corporate seal shall consist of a die bearing the name of the corporation and the inscription, “Corporate Seal-Delaware.” Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

ARTICLE III.

STOCKHOLDERS’ MEETINGS

Section 4.Place of Meetings. Meetings of the stockholders of the corporation may be held at such place, either within or without the State of Delaware, as may be determined from time to time by the Board of Directors. The Board of Directors may, in its sole discretion, determine that the meeting shall not be held at any place, but may instead be held solely by means of remote communication as provided under the Delaware General Corporation Law (“DGCL”).

Section 5.Annual Meeting.

(a)The annual meeting of the stockholders of the corporation, for the purpose of election of directors and for such other business as may lawfully come before it, shall be held on such date and at such time as maybe designated from time to time by the Board of Directors.

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Nominations of persons for election to the Board of Directors of the corporation and the proposal of business to be considered by the stockholders may be made at an annual meeting of stockholders: (i) pursuant to the corporation’s notice of meeting of stockholders; (ii) by or at the direction of the Board of Directors; or (iii) by any stockholder of the corporation who was a stockholder of record at the time of giving of notice provided for in the following paragraph, who is entitled to vote at the meeting and who complied with the notice procedures set forth in this Section 5.

(b)At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (iii) of Section 5(a) of these Amended and Restated Bylaws, (i) the stockholder must have given timely notice thereof in writing to the Secretary of the corporation, (ii) such other business must be a proper matter for stockholder action under the DGCL, (iii) if the stockholder, or the beneficial owner on whose behalf any such proposal or nomination is made, has provided the corporation with a Solicitation Notice (as defined in this Section 5(b)), such stockholder or beneficial owner must, in the case of a proposal, have delivered a proxy statement and form of proxy to holders of at least the percentage of the corporation’s voting shares required under applicable law to carry any such proposal, or, in the case of a nomination or nominations, have delivered a proxy statement and form of proxy to holders of a percentage of the corporation’s voting shares reasonably believed by such stockholder or beneficial owner to be sufficient to elect the nominee or nominees proposed to be nominated by such stockholder, and must, in either case, have included in such materials the Solicitation Notice, and (iv) if no Solicitation Notice relating thereto has been timely provided pursuant to this section, the stockholder or beneficial owner proposing such business or nomination must not have solicited a number of proxies sufficient to have required the delivery of such a Solicitation Notice under this Section 5. To be timely, a stockholder’s notice shall be delivered to the Secretary at the principal executive offices of the corporation not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the first anniversary of thepreceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is advanced more than 30 days prior to or delayed by more than 30 days after the anniversary of the preceding year’s annual meeting notice by the stockholder to be timely must be so delivered not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the tenth day following the day on which public announcement of the date of such meeting is first made. In no event shall the public announcement of an adjournment of an annual meeting commence a new time period for the giving of a stockholder’s notice as described above. Such stockholder’s notice shall set forth: (A) as to each person whom the stockholder proposed to nominate for election or reelection as a director all information relating to such person that is required to be disclosed in solicitations of

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proxies for election of directors in an election contest, or is otherwise required in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “1934 Act”) and Rule 14a-4(d) thereunder (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected); (B) as to any other business that the stockholder proposes to bring before the meeting a brief description of the business desired to be brought before the meeting the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; and (C) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of such stockholder, as they appear on the corporation’s books, and of such beneficial owner, (ii) the class and number of shares of the corporation which are owned beneficially and of record by such stockholder and such beneficial owner, and (iii) whether either such stockholder or beneficial owner intends to deliver a proxy statement and form of proxy to holders of, in the case of the proposal, at least the percentage of the corporation’s voting shares required under applicable law to carry the proposal or, in the case of a nomination or nominations, a sufficient number of holders of the corporation’s voting shares to elect such nominee or nominees (an affirmative statement of such intent, a “Solicitation Notice”).

(c)Notwithstanding anything in the second sentence of Section 5(b) of these Amended and Restated Bylaws to the contrary, in the event that the number of directors to be elected to the Board of Directors of the corporation is increased and there is no public announcement naming all of the nominees for director or specifying the size of the increased Board of Directors made by the corporation at least 100 days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice required by this Section 5 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive offices of the corporation not later than the close of business on the tenth day following the day on which such public announcement is first made by the corporation.

(d)Only such persons who are nominated in accordance with the procedures set forth in this Section 5 shall be eligible to serve as directors and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section 5. Except as otherwise provided by law, the Chairman of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made, or proposed, as the case maybe, in accordance with the procedures set forth in these Amended and Restated Bylaws and, if any proposed nomination or business is not in compliance with these Amended and Restated Bylaws, to declare that such defective proposal or nomination shall not be presented for stockholder action at the meeting and shall be disregarded.

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(e)Notwithstanding the foregoing provisions of this Section 5, in order to include information with respect to a stockholder proposal in the proxy statement and form of proxy for a stockholders’ meeting, stockholders must provide notice as required by the regulations promulgated under the 1934 Act. Nothing in these Amended and Restated Bylaws shall be deemed to affect any rights of stockholders to request inclusion of proposals in the corporation proxy statement pursuant to Rule 14a-8 under the 1934 Act.

(f)For proposes of this Section 5, “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the 1934 Act.

Section 6.Special Meetings.

(a)Special meetings of the stockholders of the corporation may be called, for any propose or proposes, by (i) the Chairman of the Board of Directors, (ii) the Chief Executive Officer, (iii) the Board of Directors pursuant to a resolution adopted by a majority of the total number of authorized directors (whether or not there exist any vacancies in previously authorized directorships at thetime any such resolution is presented to the Board of Directors for adoption) or (iv) by the holders of shares entitled to cast not less than ten percent of the votes at the meeting, and shall be held at such place, on such date, and at such time as the Board of Directors shall fix.

At any time or times that the corporation is subject to Section 2115(b) of the California General Corporation Law (“CGCL”), stockholders holding five percent or more of the outstanding shares shall have the right to call a special meeting of stockholders as set forth in Section 18(b) herein.

(b)If a special meeting is properly called by any person or persons other than the Board of Directors, the request shall be in writing, specifying the general nature of the business proposed to be transacted, and shall be delivered personally or sent by certified or registered mail, return receipt requested, or by telegraphic or other facsimile transmission to the Chairman of the Board of Directors, the Chief Executive Officer, or the Secretary of the corporation. No business may be transacted at such special meeting other than specified in such notice. The Board of Directors shall determine the time and place of such special meeting, which shall be held not less than 35 nor more than 120 days after the date of the receipt of the request. Upon determination of the time and place of the meeting, the officer receiving the request shall cause notice to be given to the stockholders entitled to vote, in accordance with the provisions of Section 7 of these Amended and Restated Bylaws. Nothing contained in this paragraph (b) shall be construed as limiting, fixing, or affecting the time when a meeting of stockholders called by action of the Board of Directors may be held.

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Section 7.Notice of Meeting. Except as otherwise provided by law, notice, given in writing or by electronic transmission, of each meeting of stockholders shall be given not less than ten nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting, such notice to specify the place, if any, date and hour, in the case of special meetings, the purpose or purposes of the meeting, and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at any such meeting. If mailed, notice is given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the corporation. Notice of the time, place, if any, and purpose of any meeting of stockholders may be waived in writing, signed by the person entitled to notice thereof or by electronic transmission by such person, either before or after such meeting, and will be waived by any stockholder by his attendance thereat in person, by remote communication, if applicable, or by proxy, except when the stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Any stockholder so waiving notice of such meeting shall be bound by the proceedings of any such meeting in all respects as if due notice thereof had been given.

Section 8.Quorum. At all meetings of stockholders, except where otherwise provided by statute or by the Certificate of Incorporation, or by these Amended and Restated Bylaws, the presence, in person, by remote communication, if applicable, or by proxy duly authorized, of the holders of a majority of the outstanding shares of stock entitled to vote shall constitute a quorum for the transaction of business. In the absence of a quorum, any meeting of stockholders may be adjourned, from time to time, either by the chairman of the meeting or by vote of the holders of a majority of the shares represented thereat but no other business shall be transacted at such meeting. The stockholders present at a duly called or convened meeting, at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum. Except as otherwise provided by statute, or by the Certificate of Incorporation or these Amended and Restated Bylaws, in all matters other than the election of directors, the affirmative vote of a majority of shares present in person, by remote communication, if applicable, or represented by proxy duly authorized at the meeting and entitled to vote generally on the subject matter shall be the act of the stockholders. Except as otherwise provided by statute, the Certificate of Incorporation or these Amended and Restated Bylaws, directors shall be elected by a plurality of the votes of the shares present in person, by remote communication, if applicable, or represented by proxy duly authorized at the meeting and entitled to vote generally on the election of directors. Where a separate vote by a class or classes or series is required, except where otherwise provided by the statute or by the Certificate of Incorporation or these Amended and Restated Bylaws, a majority of the outstanding shares of such class or classes or series, present in person, by remote communication, if applicable, or represented by proxy duly authorized, shall constitute a quorum

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entitled to take action with respect to that vote on that matter. Except where otherwise provided by statute or by the Certificate of Incorporation or these Amended and Restated Bylaws, the affirmative vote of the majority (plurality, in the case of the election of directors) of shares of such class or classes or series present in person, by remote communication, if applicable, or represented by proxy at the meeting shall be the act of such class or classes or series.

Section 9.Adjournment and Notice of Adjourned Meetings. Any meeting of stockholders whether annual or special, may be adjourned from time to time either by the chairman of the meeting or by the vote of a majority of the shares present in person, by remote communication, if applicable, or represented by proxy. When a meeting is adjourned to another time or place, if any, notice need not be given of the adjourned meeting if the time and place, if any, thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 10.Voting Rights. For the purpose of determining those stockholders entitled to vote at any meeting of the stockholders, except as otherwise provided by law, only persons in whose names shares stand on the stock records of the corporation on the record date, as provided in Section 12 of these Amended and Restated Bylaws, shall be entitled to vote at any meeting of stockholders. Every person entitled to vote or execute consents shall have the right to do so either in person, by remote communication, if applicable, or by an agent or agents authorized by a proxy granted in accordance with Delaware law. An agent so appointed need not be a stockholder. No proxy shall be voted after three years from its date of creation unless the proxy provides for a longer period.

Section 11.Joint Owners of Stock. If shares or other securities having voting power stand of record in the names of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the entirety, or otherwise, or if two or more persons have the same fiduciary relationship respecting the same shares, unless the Secretary is given written notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, their acts with respect to voting shall have the following effect: (a) if only one votes, his act binds all; (b) if more than one votes, the act of the majority so voting binds all; (c) if more than one votes, but the vote is evenly split on any particular matter, each faction may vote the securities in question proportionally, or may apply to the Delaware Court of Chancery for relief as provided in the DGCL, Section 217(b). If the instrument filed with the Secretary shows that any such tenancy is held in unequal interests, a majority or even-split for the purpose of subsection(c) shall be a majority or even-split in interest.

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Section 12.List of Stockholders. The Secretary shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at said meeting, arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or during ordinary business hours, at the principal place of business of the corporation. In the event that the corporation determines to make the list available on an electronic network, the corporation may take reasonable steps to ensure that such information is available only to stockholders of the corporation. The list shall be open to examination of any stockholder during the time of the meeting as provided by law.

Section 13.Action Without Meeting.

(a)Unless otherwise provided in the Certificate of Incorporation, any action required by statute to be taken at any annual or special meeting of the stockholders, or any action which may be taken at any annual or special meeting of the stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, or by electronic transmission setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

(b)Every written consent or electronic transmission shall bear the date of signature of each stockholder who signs the consent, and no written consent or electronic transmission shall be effective to take the corporate action referred to therein unless, within 60 days of the earliest dated consent delivered to the corporation in the manner herein required, written consents or electronic transmissions signed by a sufficient number of stockholders to take action are delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to a corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested.

(c)Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing or by electronic transmission and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of stockholders to take action were delivered to the corporation as provided in Section 228(c) of the DGCL. If the action which is consented to is such as would have required the filing of a certificate under any section of the DGCL if such action had been voted on by stockholders at a meeting thereof, then the certificate filed under

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such section shall state, in lieu of any statement required by such section concerning any vote of stockholders, that written consent has been given in accordance with Section 228 of the DGCL.

(d)A telegram, cablegram or other electronic transmission consenting toan action to be taken and transmitted by a stockholder or proxyholder, shall be deemed to be written, signed and dated for the purposes of this section, provided that any such telegram, cablegram or other electronic transmission sets forth or is delivered with information from which the corporation can determine (i) that the telegram, cablegram or other electronic transmission was transmitted by the stockholder or proxyholder or by a person or persons authorized to act for the stockholder and (ii) the date on which such stockholder or proxyholder or authorized person or persons transmitted such telegram, cablegram or electronic transmission. The date on which such telegram, cablegram or electronic transmission is transmitted shall be deemed to be the date on which such consent was signed. No consent given by telegram, cablegram or other electronic transmission shall be deemed to have been delivered until such consent is reproduced in paper form and until such paper form shall be delivered to the corporation by delivery to its registered office in the state of Delaware, its principal place of business or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to a corporation’s registered office shall be made by hand or by certified or registered mail, return receipt requested. Notwithstanding the foregoing limitations on delivery, consents given by telegram, cablegram or other electronic transmission may be otherwise delivered to the principal place of business of the corporation or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded, to the extent and in the manner provided by resolution of the board of directors of the corporation. Any copy, facsimile or other reliable reproduction of a consent in writing maybe substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.

Section 14.Organization.

(a)At every meeting of stockholders, the Chairman of the Board of Directors, or, if a Chairman has not been appointed or is absent, the President, or, if the President is absent, a chairman of the meeting chosen by a majority in interest of the stockholders entitled to vote, present in person or by proxy, shall act as chairman. The Secretary, or, in his absence, an Assistant Secretary directed to do so by the President, shall act as secretary of the meeting.

(b)The Board of Directors of the corporation shall be entitled to make such rules or regulations for the conduct of meetings of stockholders as it shall deem necessary, appropriate or convenient. Subject to such rules and regulations of the Board of Directors, if any, the chairman of the meeting shall have the right and authority to prescribe such rules, regulations and

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procedures and to do all such acts as, in the judgment of such chairman, are necessary, appropriate or convenient for the proper conduct of the meeting, including, without limitation, establishing an agenda or order of business for the meeting, rules and procedures for maintaining order at the meeting and the safety of those present, limitations on participation in such meeting to stockholders of record of the corporation and their duly authorized and constituted proxies and such other persons as the chairman shall permit, restrictions on entry to the meeting after the time fixed for the commencement thereof, limitations on the time allotted to questions or comments by participants and regulation of the opening and closing of the polls for balloting on matters which are to be voted on by ballot. The date and time of the opening and closing of the polls for each matter upon which the stockholders will vote at the meeting shall be announced at the meeting. Unless and to the extent determined by the Board of Directors or the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with rules of parliamentary procedure.

ARTICLE IV.

DIRECTORS

Section 15.Number and Term of Office. The authorized number of directors of the corporation shall be fixed by the Board of Directors from time to time. Directors need not be stockholders unless so required by the Certificate of Incorporation. If for any cause, the directors shall not have been elected at an annual meeting, they may be elected as soon thereafter as convenient.

Section 16.Powers. The powers of the corporation shall be exercised, its business conducted and its property controlled by the Board of Directors, except as may be otherwise provided by statute or by the Certificate of Incorporation.

Section 17.Term of Directors.

(a)Subject to the rights of the holders of any series of preferred stock of the corporation (the “Preferred Stock”) to elect additional directors under specified circumstances, directors shall be elected at each annual meeting of stockholders to serve until the next annual meeting of stockholders. Each director shall serve until his successor is duly elected and qualified or until his death, resignation or removal. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

(b)No person entitled to vote at an election for directors may cumulate votes to which such person is entitled, unless, at the time of such election, the corporation is subject to Section 2115(b) of the CGCL. During such time or times that the corporation is subject to Section 2115(b) of the CGCL, every stockholder entitled to vote at an election for directors may cumulate such stockholder’s votes and give one candidate a number of votes equal to the number

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of directors to be elected multiplied by the number of votes to which such stockholder’s shares are otherwise entitled, or distribute the stockholder’s votes on the same principle among as many candidates as such stockholder thinks fit. No stockholder, however, shall be entitled to so cumulate such stockholder’s votes unless (i) the names of such candidate or candidates have been placed in nomination prior to the voting and (ii) the stockholder has given notice at the meeting, prior to the voting, of such stockholder’s intention to cumulate such stockholder’s votes. If any stockholder has given proper notice to cumulate votes, all stockholders may cumulate their votes for any candidates who have been properly placed in nomination. Under cumulative voting, the candidates receiving the highest number of votes, up to the number of directors to be elected, are elected.

Section 18.Vacancies.

(a)Unless otherwise provided in the Certificate of Incorporation, and subject to the rights of the holders of any series of Preferred Stock, any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other causes and any newly created directorships resulting from any increase in the number of directors shall, unless the Board of Directors determines by resolution that any such vacancies or newly created directorships shall be filled by stockholders, be filled only by the affirmative vote of a majority of the directors then in office, even though less than a quorum of the Board of Directors, or by a sole remaining director, provided, however, that whenever the holders of any class or classes of stock or series thereof are entitled to elect one or more directors by the provisions of the Certificate of Incorporation, vacancies and newly created directorships of such class or classes or series shall, unless the Board of Directors determines by resolution that any such vacancies or newly created directorships shall be filled by stockholders, be filled by a majority of the directors elected by such class or classes or series thereof then in office, or by a sole remaining director so elected. Any director elected in accordance with the preceding sentence shall hold office for the remainder of the full term of the director for which the vacancy was created or occurred and until such director’s successor shall have been elected and qualified. A vacancy in the Board of Directors shall be deemed to exist under this Bylaw in the case of the death, removal or resignation of any director.

(b)At any time or times that the corporation is subject to Section 2115(b) of the CGCL, if, after the filling of any vacancy, the directors then in office who have been elected by stockholders shall constitute less than a majority of the directors then in office, then

(1)any holder or holders of an aggregate of 5 percent or more of the total number of shares at the time outstanding having the right to vote for those directors may call a special meeting of stockholders; or

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(2)the Superior Court of the proper county shall, upon application of such stockholder or stockholders, summarily order a special meeting of the stockholders, to be held to elect the entire board, all in accordance with Section 305(c) of the CGCL, the term of office of any director shall terminate upon that election of a successor.

Section 19.Resignation. Any director may resign at any time by delivering his or her notice in writing or by electronic transmission to the Secretary, such resignation to specify whether it will be effective at a particular time, upon receipt by the Secretary or at the pleasure of the Board of Directors. If no such specification is made, it shall be deemed effective at the pleasure of the Board of Directors. When one or more directors shall resign from the Board of Directors, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each Director so chosen shall hold office for the unexpired portion of the term of the Director whose place shall be vacated and until his successor shall have been duly elected and qualified.

Section 20.Removal.

(a)Subject to any limitations imposed by applicable law (and assuming the corporation is not subject to Section 2115 of the CGCL), the Board of Directors or any director may be removed from office at any time (i) with cause by the affirmative vote of the holders of a majority of the voting power of all then-outstanding shares of capital stock of the corporation entitled to vote generally at an election of directors or (ii) without cause by the affirmative vote of the holders of a majority of the voting power of all then-outstanding shares of capital stock of the corporation, entitled to vote generally at an election of directors.

(b)During such time or times that the corporation is subject to Section 2115(b) of the CGCL, the Board of Directors or any individual director may be removed from office at any time without cause by the affirmative vote of the holders of at least a majority of the outstanding shares entitled to vote on such removal; provided, however, that unless the entire Board is removed, no individual director may be removed when the votes cast against such director’s removal, or not consenting in writing to such removal, would be sufficient to elect that director if voted cumulatively at an election which the same total number of votes were cast (or, if such action is taken by written consent, all shares entitled to vote were voted) and the entire number of directors authorized at the time of such director’s most recent election were then being elected.

Section 21.Meetings.

(a)Regular Meetings.Unless otherwise restricted by the Certificate of Incorporation, regular meetings of the Board of Directors may be held at any time or date and at any place within or without the State of Delaware which has been designated by the Board of

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Directors and publicized among all directors, either orally or in writing, including a voice-messaging system or other system designated to record and communicate messages, facsimile, telegraph or telex, or by electronic mail or other electronic means. No further notice shall be required for a regular meeting of the Board of Directors.

(b)Special Meetings. Unless otherwise restricted by the Certificate of Incorporation, special meetings of the Board of Directors may be held at any time and place within or without the State of Delaware whenever called by the Chairman of the Board, the President or any director.

(c)Meetings by Electronic Communications Equipment. Any member of the Board of Directors, or of any committee thereof, may participate in a meeting by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting.

(d)Notice of Special Meetings. Notice of the time and place of all special meetings of the Board of Directors shall be orally or in writing, by telephone, including a voice messaging system or other system or technology designed to record and communicate messages, facsimile, telegraph or telex, or by electronic mail or other electronic means, during normal business hours, at least 24 hours before the date and time of the meeting. If notice is sent by US mail, it shall be sent by first class mail, postage prepaid at least three days before the date of the meeting. Notice of any meeting may be waived in writing or by electronic transmission at any time before or after the meeting and will be waived by any director by attendance thereat except when the director attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

(e)Waiver of Notice. The transaction of all business at any meeting of the Board of Directors, or any committee thereof, however called or noticed, or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present and if, either before or after the meeting, each of the directors not present who did not receive notice shall sign a written waiver of notice or shall waive notice by electronic transmission All such waivers shall be filed with the corporate records or made a part of the minutes of the meeting.

Section 22.Quorum and Voting.

(a)Unless the Certificate of Incorporation requires a greater number, a quorum of the Board of Directors shall consist of a majority of the exact number of directors fixed from time to time by the Board of Directors in accordance with the Certificate of Incorporation and these Amended and Restated Bylaws; provided, however, at any meeting, whether a quorum be

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present or otherwise, a majority of the directors present may adjourn from time to time until the time fixed for the next regular meeting of the Board of Directors, without notice other than by announcement at the meeting.

(b)At each meeting of the Board of Directors at which a quorum is present, all questions and business shall be determined by the affirmative vote of a majority of the directors present, unless a different vote be required by law, the Certificate of Incorporation or these Amended and Restated Bylaws.

Section 23.Action Without Meeting. Unless otherwise restricted by the Certificate of Incorporation or these Amended and Restated Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board of Directors or committee, as the case maybe, consent thereto in writing or by electronic transmission, and such writing or writings or transmission or transmissions are filed with the minutes of proceedings of the Board of Directors or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Section 24.Fees and Compensation. Directors shall be entitled to such compensation for their services as may be approved by the Board of Directors, including, if so approved, by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, for attendance at each regular or special meeting of the Board of Directors and at any meeting of a committee of the Board of Directors. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity as an officer, agent, employee, or otherwise and receiving compensation therefor.

Section 25.Committees.

(a)Executive Committee. The Board of Directors may appoint an Executive Committee to consist of one or more members of the Board of Directors. The Executive Committee, to the extent permitted by law and provided in the resolution of the Board of Directors shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it, but no such committee shall have the power or authority in reference to (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the DGCL to be submitted to stockholders for approval, or (ii) adopting, amending or repealing any bylaw of the corporation.

(b)Other Committees. The Board of Directors may, from time to time, appoint such other committees as may be permitted by law. Such other committees appointed by the Board of Directors shall consist of one or more members of the Board of Directors and shall have such

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powers and perform such duties as may be prescribed by the resolution or resolutions creating such committees, but in no event shall any such committee have the powers denied to the Executive Committee in these Amended and Restated Bylaws.

(c)Term. The Board of Directors, subject to any requirements of any outstanding series of Preferred Stock and the provisions of subsections (a) or (b) of this Bylaw may at any time increase or decrease the number of members of a committee or terminate the existence of a committee. The membership of a committee member shall terminate on the date of his death or voluntary resignation from the committee or from the Board of Directors. The Board of Directors may at any time for any reason remove any individual committee member and the Board of Directors may fill any committee vacancy created by death, resignation, removal or increase in the number of members of the committee. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee, and, in addition, in the absence or disqualification of any member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

(d)Meetings. Unless the Board of Directors shall otherwise provide, regular meetings of the Executive Committee or any other committee appointed pursuant to this Section 25 shall be held at such times and places as are determined by the Board of Directors, or by any such committee, and when notice thereof has been given to each member of such committee, no further notice of such regular meetings need be given thereafter. Special meetings of any such committee may be held at any place which has been determined from time to time by such committee, and may be called by any director who is a member of such committee, upon notice to the members of such committee of the time and place of such special meeting given in the manner provided for the giving of notice to members of the Board of Directors of the time and place of special meetings of the Board of Directors. Notice of any special meeting of any committee may be waived in writing at any time before or after the meeting and will be waived by any director by attendance thereat, except when the director attends such special meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Unless otherwise provided by the Board of Directors in the resolutions authorizing the creation of the committee, a majority of the authorized number of members of any such committee shall constitute a quorum for the transaction of business, and the act of a majority of those present at any meeting at which a quorum is present shall be the act of such committee.

Section 26.Organization. At every meeting of the directors, the Chairman of the Board of Directors, or, if a Chairman has not been appointed or is absent the President or if the

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President is absent the most senior Vice President (if a director) or, in the absence of any such person, a chairman of the meeting chosen by a majority of the directors present shall preside over the meeting. The Secretary, or in his absence, any Assistant Secretary directed to do so by the President, shall act as secretary of the meeting.

ARTICLE V.

OFFICERS

Section 27.Officers Designated. The officers of the corporation shall include, if and when designated by the Board of Directors, the President, one or more Vice Presidents, the Secretary, the Chief Financial Officer, the Treasurer and the Controller, all of whom shall be elected at the annual organizational meeting of the Board of Directors. The Board of Directors may also appoint one or more Assistant Secretaries, Assistant Treasurers, Assistant Controllers and such other officers and agents with such powers and duties as it shall deem necessary. The Board of Directors may assign such additional titles to one or more of the officers as it shall deem appropriate. Any one person may hold any number of offices of the corporation at any one time unless specifically prohibited therefrom by law. The salaries and other compensation of the officers of the corporation shall be fixed by or in the manner designated by the Board of Directors.

(a)General. All officers shall hold office at the pleasure of the Board of Directors and until their successors shall have been duly elected and qualified, unless sooner removed. Any officer elected or appointed by the Board of Directors may be removed at any time by the Board of Directors. If the office of any officer becomes vacant for any reason, the vacancy may be filled by the Board of Directors.

(b)Duties of Chairman of the Board of Directors. The Chairman of the Board of Directors, when present shall preside at all meetings of the stockholders and the Board of Directors. The Chairman of the Board of Directors shall perform other duties commonly incident to the office and shall also perform such other duties and have such other powers as the Board of Directors shall designate from time to time. If there is no President, then the Chairman of the Board of Directors shall also serve as the Chief Executive Officer of the corporation and shall have the powers and duties prescribed in paragraph (c) of this Section 27.

(c)Duties of President. The President shall preside at all meetings of the stockholders and at all meetings of the Board of Directors, unless the Chairman of the Board of Directors has been appointed and is present. Unless some other officer has been elected Chief Executive Officer of the corporation, the President shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the corporation. The President shall perform

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other duties commonly incident to the office and shall also perform such other duties and have such other powers as the Board of Directors shall designate from time to time.

(d)Duties of Vice Presidents. The Vice Presidents may assume and perform the duties of the President in the absence or disability of the President or whenever the office of President is vacant. The Vice Presidents shall perform other duties commonly incident to their office and shall also perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time.

(e)Duties of Secretary. The Secretary shall attend all meetings of the stockholders and of the Board of Directors and shall record all acts and proceedings thereof in the minute book of the corporation. The Secretary shall give notice in conformity with these Amended and Restated Bylaws of all meetings of the stockholders and of all meetings of the Board of Directors and any committee thereof requiring notice. The Secretary shall perform all other duties provided for in these Amended and Restated Bylaws and other duties commonly incident to the office and shall also perform such other duties and have such other powers as the Board of Directors shall designate from time to time. The President may direct any Assistant Secretary to assume and perform the duties of the Secretary in the absence or disability of the Secretary, and each Assistant Secretary shall perform other duties commonly incident to the office and shall also perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time.

(f)Duties of Chief Financial Officer. The Chief Financial Officer shall keep or cause to be kept the books of account of the corporation in a thorough and proper manner and shall render statements of the financial affairs of the corporation in such form and as often as required by the Board of Directors or the President. The Chief Financial Officer, subject to the order of the Board of Directors, shall have the custody of all funds and securities of the corporation. The Chief Financial Officer shall perform other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time. The President may direct the Treasurer or any Assistant Treasurer, or the Controller or any Assistant Controller to assume and perform the duties of the Chief Financial Officer in the absence or disability of the Chief Financial Officer, and each Treasurer and Assistant Treasurer and each Controller and Assistant Controller shall perform other duties commonly incident to the office and shall also perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time.

Section 28.Delegation of Authority. The Board of Directors may from time to time delegate the powers or duties of any officer to any other officer or agent, notwithstanding any provision hereof.

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Section 29.Resignations. Any officer may resign at any time by giving notice in writing or by electronic transmission notice to the Board of Directors or to the President or to the Secretary. Any such resignation shall be effective when received by the person or persons to whom such notice is given, unless a later time is specified therein, in which event the resignation shall become effective at such later time. Unless otherwise specified in such notice, the acceptance of any such resignation shall not be necessary to make it effective. Any resignation shall be without prejudice to the rights, if any, of the corporation under any contract with the resigning officer.

Section 30.Removal. Any officer may be removed from office at any time, either with or without cause, by the affirmative vote of a majority of the directors in office at the time, or by the unanimous written consent of the directors in office at the time, or by any committee or superior officers upon whom such power of removal may have been confirmed by the Board of Directors.

ARTICLE VI.

EXECUTION OF CORPORATE INSTRUMENTS AND VOTING OF SECURITIES OWNED BY THE CORPORATION

Section 31.Execution of Corporate Instruments. The Board of Directors may, in its discretion, determine the method and designate the signatory officer or officers, or other person or persons, to execute on behalf of the corporation any corporate instrument or document, or to sign on behalf of the corporation the corporate name without limitation, or to enter into contracts on behalf of the corporation, except where otherwise provided by law or these Amended and Restated Bylaws, and such execution or signature shall be binding upon the corporation.

All checks and drafts drawn on banks or other depositaries on funds to the credit of the corporation or in special accounts of the corporation shall be signed by such person or persons as the Board of Directors shall authorize so to do.

Unless authorized or ratified by the Board of Directors or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

Section 32.Voting of Securities Owned by the Corporation. All stock and other securities of other corporations owned or held by the corporation for itself, or for other parties in any capacity, shall be voted, and all proxies with respect thereto shall be executed, by the person authorized so to do by resolution of the Board of Directors or, in the absence of such authorization, by the Chairman of the Board of Directors, the Chief Executive Officer, the President, or any Vice President.

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ARTICLE VII.

SHARES OF STOCK

Section 33.Form and Execution of Certificates. The shares of the corporation shall be represented by certificates, or shall be uncertificated. Certificates for the shares of stock, if any, shall be in such form as is consistent with the Certificate of Incorporation and applicable law. Every holder of stock in the corporation represented by certificate shall be entitled to have a certificate signed by or in the name of the corporation by the Chairman of the Board of Directors, or the President or any Vice President and by the Treasurer or Assistant Treasurer or the Secretary or Assistant Secretary, certifying the number of shares owned by him in the corporation. Any or all of the signatures on the certificate may be facsimiles. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued with the same effect as if he were such officer, transfer agent, or registrar at the date of issue.

Section 34.Lost Certificates. A new certificate or certificates shall be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed. The corporation may require, as a condition precedent to the issuance of a new certificate or certificates, the owner of such lost, stolen, or destroyed certificate or certificates, or the owner’s legal representative, to agree to indemnify the corporation in such manner as it shall require or to give the corporation a surety bond in such form and amount as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen, or destroyed.

Section 35.Transfers.

(a)No holder of any of the shares of common stock of the corporation may sell, transfer, assign, pledge, or otherwise dispose of or encumber any of the shares of common stock of the corporation or any right or interest therein, whether voluntarily or by operation of law, or by gift or otherwise (each, a“Transfer”) without the prior written consent of the corporation, upon duly authorized action of its Board of Directors (including the Series A Director (as defined in the corporation’s Certificate of Incorporation, as amended). The corporation may withhold consent if, and only if, such Transfer is to individuals, companies or any other form of entity identified by the corporation as a potential competitor or considered by the corporation to be unfriendly.

(b)If a stockholder desires to Transfer any shares of common stock, then the stockholder shall first give written notice thereof to the corporation. The notice shall name the

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proposed transferee and state the number of shares to be transferred, the proposed consideration, and all other terms and conditions of the proposed transfer.

(c)Any Transfer, or purported Transfer, of shares not made in strict compliance with this Section 35 shall be null and void, shall not be recorded on the books of the corporation and shall not be recognized by the corporation.

(d)The foregoing restriction on Transfer shall terminate upon the date securities of the corporation are first offered to the public pursuant to a registration statement filed with, and declared effective by, the United States Securities and Exchange Commission under the Securities Act of 1933, as amended.

(e)The certificates representing shares of common stock of the corporation shall bear on their face the following legend so long as the foregoing Transfer restrictions are in effect:

“THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A TRANSFER RESTRICTION, AS PROVIDED IN THE AMENDED AND RESTATED BYLAWS OF THE CORPORATION.”

Section 36.Fixing Record Dates.

(a)In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix, in advance, a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall, subject to applicable law, not be more than 60 nor less than ten days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

(b)In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. Any stockholder of record seeking to have the stockholders authorize or take corporate action by written consent shall, by written notice to the Secretary, request the Board of Directors to fix a

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record date. The Board of Directors shall promptly, but in all events within ten days after the date on which such a request is received, adopt a resolution fixing the record date. If no record date has been fixed by the Board of Directors within ten days of the date on which such a request is received, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

(c)In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

Section 37.Registered Stockholders. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VIII.

OTHER SECURITIES OF THE CORPORATION

Section 38.Execution of Other Securities. All bonds, debentures and other corporate securities of the corporation, other than stock certificates (covered in Section 33), may be signed by the Chairman of the Board of Directors, the President or any Vice President, or such other person as may be authorized by the Board of Directors, and the corporate seal impressed thereon or a facsimile of such seal imprinted thereon and attested by the signature of the Secretary or an

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Assistant Secretary, or the Chief Financial Officer or Treasurer or an Assistant Treasurer, provided, however, that where any such bond, debenture or other corporate security shall be authenticated by the manual signature, or where permissible facsimile signature, of a trustee under an indenture pursuant to which such bond, debenture or other corporate security shall be issued, the signatures of the persons signing and attesting the corporate seal on such bond, debenture or other corporate security may be the imprinted facsimile of the signatures of such persons. Interest coupons appertaining to any such bond, debenture or other corporate security authenticated by a trustee as aforesaid, shall be signed by the Treasurer or an Assistant Treasurer of the corporation or such other person as may be authorized by the Board of Directors, or bear imprinted thereon the facsimile signature of such person. In case any officer who shall have signed or attested any bond, debenture or other corporate security, or whose facsimile signature shall appear thereon or on any such interest coupon, shall have ceased to be such officer before the bond, debenture or other corporate security so signed or attested shall have been delivered, such bond, debenture or other corporate security nevertheless may be adopted by the corporation and issued and delivered as though the person who signed the same or whose facsimile signature shall have been used thereon had not ceased to be such officer of the corporation.

ARTICLE IX.

DIVIDENDS

Section 39.Declaration of Dividends. Dividends upon the capital stock of the corporation, subject to the provisions of the Certificate of Incorporation and applicable law, if any, may be declared by the Board of Directors pursuant to law at any regular or special meeting. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Certificate of Incorporation and applicable law.

Section 40.Dividend Reserve. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the Board of Directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the Board of Directors shall think conducive to the interests of the corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created.

ARTICLE X.

FISCAL YEAR

Section 41.Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the Board of Directors.

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ARTICLE XI.

INDEMNIFICATION

Section 42.Indemnification of Directors, Executive Officers, Other Officers, Employees and Other Agents.

(a)Directors and Officers. The corporation shall indemnify its directors and officers to the fullest extent not prohibited by the DGCL or any other applicable law; provided, however,that the corporation may modify the extent of such indemnification by individual contracts with its directors and officers; and, provided, further, that the corporation shall not be required to indemnify any director or officer in connection with any proceeding (or part thereof) initiated by such person unless: (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the corporation, (iii) such indemnification is provided by the corporation, in its sole discretion, pursuant to the powers vested in the corporation under the Delaware General Corporation Law or any other applicable law or (iv) such indemnification is required to be made under subsection (d).

(b)Employees and Other Agents. The corporation shall have power to indemnify its employees and other agents as set forth in the DGCL or any other applicable law. The Board of Directors shall have the power to delegate the determination of whether indemnification shall be given to any such person to such officers or other persons as the Board of Directors shall determine.

(c)Expenses. The corporation shall advance to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer, of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request therefor, all expenses incurred by any director or officer in connection with such proceeding, provided, however, that, if the DGCL requires, an advancement of expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the corporation of an undertaking, by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such indemnitee is not entitled to be indemnified for such expenses under this Section 42 or otherwise.

Notwithstanding the foregoing, unless otherwise determined pursuant to paragraph (e) of this Bylaw, no advance shall be made by the corporation to an officer of the corporation (except by

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reason of the fact that such officer is or was a director of the corporation, in which event this paragraph shall not apply) in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination is reasonably and promptly made (i) by a majority vote of a quorum consisting of directors who were not parties to the proceeding, even if not a quorum, or (ii) by a committee of such directors designated by a majority of such directors, even though less than a quorum, or (iii) if there are no such directors, or such directors so direct, by independent legal counsel in a written opinion, that the facts known to the decision-making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the corporation.

(d)Enforcement. Without the necessity of entering into an expenses contract, all rights to indemnification and advances to directors and officers under this Bylaw shall be deemed to be contractual rights and be effective to the same extent and as if provided for in a contract between the corporation and the director or officer. Any right to indemnification or advances granted by this Bylaw to a director or officer shall be enforceable by or on behalf of the person holding such right in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within 90 days of request therefor. The claimant in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting the claim. In connection with any claim for indemnification, the corporation shall be entitled to raise as a defense to any such action that the claimant has not met the standards of conduct that make it permissible under the DGCL or any other applicable law for the corporation to indemnify the claimant for the amount claimed. In connection with any claim by an officer of the corporation (except in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such officer is or was a director of the corporation) for advances, the corporation shall be entitled to raise as a defense as to any such action clear and convincing evidence that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the corporation, or with respect to any criminal action or proceeding that such person acted without reasonable cause to believe that his conduct was lawful. Neither the failure of the corporation (including its Board of Directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct set forth in the DGCL or any other applicable law, nor an actual determination by the corporation (including its Board of Directors, independent legal counsel or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that claimant has not met the applicable standard of conduct.

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(e)Non-Exclusivity of Rights. The rights conferred on any person by this Bylaw shall not be exclusive of any other right which such person may have or hereafter acquire under any applicable statute, provision of the Certificate of Incorporation, these Amended and Restated Bylaws, agreement vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding office. The corporation is specifically authorized to enter into individual contracts with any or all of its directory officers, employees or agents respecting indemnification and advances, to the fullest extent not prohibited by the DGCL or any other applicable law.

(f)Survival of Rights. The rights conferred on any person by this Bylaw shall continue as to a person who has ceased to be a director, officer, employee or other agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

(g)Insurance. To the fullest extent permitted by the DGCL, or any other applicable law, the corporation, upon approval by the Board of Directors, may purchase insurance on behalf of any person required or permitted to be indemnified pursuant to this Bylaw.

(h)Amendments. Any repeal or modification of this Bylaw shall only be prospective and shall not affect the rights under this Bylaw in effect at the time of the alleged occurrence of any action or omission to act that is the cause of any proceeding against any agent of the corporation.

(i)Saving Clause. If this Bylaw or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the corporation shall nevertheless indemnify each director and officer to the full extent not prohibited by any applicable portion of this Bylaw that shall not have been invalidated, or by any other applicable law. If this Section 42 shall be invalid due to the application of the indemnification provisions of another jurisdiction, then the corporation shall indemnify each director and officer to the full extent under applicable law.

(j)Certain Definitions. For the purposes of this Section 42, the following definitions shall apply:

(1)The term “proceeding” shall be broadly construed and shall include, without limitation, the investigation, preparation, prosecution, defense, settlement, arbitration and appeal of, and the giving of testimony in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative.

(2)The term “expenses” shall be broadly construed and shall include, without limitation, court costs, attorneys’ fees, witness fees, fines, amounts paid in settlement or judgment and any other costs and expenses of any nature or kind incurred in connection with any proceeding.

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(3)The term the “corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Bylaw with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued.

(4)References to a “director,” “executiveofficer” “officer,” “employee,” or“agent” of the corporation shall include, without limitation, situations where such person is serving at the request of the corporation as, respectively, a director, executive officer, officer, employee, trustee or agent of another corporation, partnership, joint venture, trust or other enterprise.

(5)References to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the corporation” shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the corporation” as referred to in this Bylaw.

ARTICLE XII.

NOTICES

Section 43.Notices.

(a)Notice to Stockholders. Written notice to stockholders of stockholder meetings shall be given as provided in Section 7 herein. Without limiting the manner by which notice may otherwise be given effectively to stockholders under any agreement or contract with such stockholder, and except as otherwise required by law, written notice to stockholders for purposes other than stockholder meetings may be sent by United States mail or nationally recognized overnight courier, or by facsimile, telegraph or telex or by electronic mail or other electronic means.

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(b)Notice to Directors. Any notice required to be given to any director may be given by the method stated in subsection (a), or as provided for in Section 21 of these Amended and Restated Bylaws. If such notice is not delivered personally, it shall be sent to such address as such director shall have filed in writing with the Secretary, or, in the absence of such filing, to the last known post office address of such director.

(c)Affidavit of Mailing. An affidavit of mailing, executed by a duly authorized and competent employee of the corporation or its transfer agent appointed with respect to the class of stock affected or other agent, specifying the name and address or the names and addresses of the stockholder or stockholders, or director or directors, to whom any such notice or notices was or were given, and the time and method of giving the same, shall in the absence of fraud, be prima facie evidence of the facts therein contained.

(d)Methods of Notice. It shall not be necessary that the same method of giving notice be employed in respect of all recipients of notice, but one permissible method may be employed in respect of anyone or more, and any other permissible method or methods may be employed in respect of any other or others.

(e)Notice to Person with Whom Communication is Unlawful. Whenever notice is required to be given, under any provision of law or of the Certificate of Incorporation or these Amended and Restated Bylaws of the corporation, to any person with whom communication is unlawful, the giving of such notice to such person shall not be required and there shall be no duty to apply to any governmental authority or agency for a license or permit to give such notice to such person. Any action or meeting which shall be taken or held without notice to any such person with whom communication is unlawful shall have the same force and effect as if such notice had been duly given. In the event that the action taken by the corporation is such as to require the filing of a certificate under any provision of the DGCL, the certificate shall state, if such is the fact and if notice is required, that notice was given to all persons entitled to receive notice except such persons with whom communication is unlawful.

(f)Notice to Stockholders Sharing an Address. Except as otherwise prohibited under the DGCL, any notice given under the provisions of the DGCL, the Certificate of Incorporation or these Amended and Restated Bylaws shall be effective if given by a single written notice to stockholders who share an address if consented to by the stockholders at that address to whom such notice is given. Such consent shall have been deemed to have been given if such stockholder fails to object in writing to the corporation within 60 days of having been given notice by the corporation of its intention to send the single notice. Any consent shall be revocable by the stockholder by written notice to the corporation.

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ARTICLE XIII.

AMENDMENTS

Section 44.Amendments. The Board of Directors is expressly empowered to adopt, amend or repeal these Amended and Restated Bylaws of the corporation. The stockholders shall also have power to adopt, amend or repeal these Amended and Restated Bylaws of the corporation; provided, however, that, in addition to any vote of the holders of any class or series of stock of the corporation required by law or by the Certificate of Incorporation, such action by stockholders shall require the affirmative vote of the holders of at least a majority of the voting power of all of the then-outstanding shares of the capital stock of the corporation entitled to vote generally in the election of directors, voting together as a single class.

ARTICLE XIV.

RIGHT OF FIRST REFUSAL

Section 45.Right of First Refusal. No stockholder shall Transfer any of the shares of common stock of the corporation or any right or interest therein, whether voluntarily or by operation of law, or by gift or otherwise, except by a Transfer which meets the requirements hereinafter set forth in this bylaw:

(a)If the stockholder desires to sell or otherwise transfer any of his shares of common stock, then the stockholder shall first give written notice thereof to the corporation. The notice shall name the proposed transferee and state the number of shares of common stock to be transferred, the proposed consideration, and all other terms and conditions of the proposed transfer.

(b)For 30 days following receipt of such notice, the corporation shall have the option to purchase all or a portion of the shares specified in the notice at the price and upon the terms set forth in such notice. In the event of a gift, property settlement or other transfer in which the proposed transferee is not paying the full price for the shares, and that is not otherwise exempted from the provisions of this Section 45, the price shall be deemed to be the fair market value of the stock at such time as determined in good faith by the Board of Directors. In the event the corporation elects to purchase all or a lesser portion of the shares, it shall give written notice to the transferring stockholder of its election and settlement for said shares shall be made as provided below in paragraph (d).

(c)The corporation may assign its rights hereunder.

(d)In the event the corporation and/or its assignee(s) elect to acquire any of the shares of the transferring stockholder as specified in said transferring stockholder’s notice, the Secretary of the corporation shall so notify the transferring stockholder and settlement thereof

27

shall be made in cash within 30 days after the Secretary of the corporation receives said transferring stockholder’s notice; provided that if the terms of payment set forth in said transferring stockholder’s notice were other than cash against delivery, the corporation and/or its assignee(s) shall pay for said shares on the same terms and conditions set forth in said transferring stockholder’s notice.

(e)In the event the corporation and/or its assignees(s) do not elect to acquire all of the shares specified in the transferring stockholder’s notice, said transferring stockholder may, within the 60 day period following the expiration or waiver of the option rights granted to the corporation and/or its assignees(s) herein, transfer the shares specified in said transferring stockholder’s notice which were not acquired by the corporation and/or its assignees(s) as specified in said transferring stockholder’s notice. All shares so sold by said transferring stockholder shall continue to be subject to the provisions of this bylaw in the same manner as before said transfer.

(f)Anything to the contrary contained herein notwithstanding, the following transactions shall be exempt from the provisions of this bylaw:

(1)A stockholder’s Transfer of any or all shares held either during such stockholder’s lifetime or on death by will or intestacy to such stockholder’s immediate family or to any custodian or trustee for the account of such stockholder or such stockholder’s immediate family or to any limited partnership of which the stockholder, members of such stockholder’s immediate family or any trust for the account of such stockholder or such stockholder’s immediate family will be the general of limited partner(s) of such partnership. “Immediate family” as used herein shall mean spouse, lineal descendant, father, mother, brother, or sister of the stockholder making such Transfer.

(2)A stockholder’s Transfer of any or all of such stockholder’s shares to the corporation.

(3)A corporate stockholder’s Transfer of any or all of its shares pursuant to and in accordance with the terms of any merger, consolidation, reclassification of shares or capital reorganization of the corporate stockholder, or pursuant to a sale of all or substantially all of the stock or assets of a corporate stockholder.

(4)A corporate stockholder’s Transfer of any or all of its shares to any or all of its stockholders.

(5)A Transfer by a stockholder which is a limited or general partnership to any or all of its partners or former partners.

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(6)If a stockholder is a non-natural person, such stockholder’s Transfer of any or all of such stockholder’s shares to an Affiliate. “Affiliate” shall mean, with respect to any specified person, any other person who or which, directly or indirectly, controls, is controlled by or is under common control with such specified person, including, without limitation, any general partner, officer, director or manager of such person and any venture capital fund or investment fund now or hereafter existing that is controlled by one or more general partners or managing members of, or is under common investment management with, such person.

In any such case, the transferee, assignee, or other recipient shall receive and hold such stock subject to the provisions of this bylaw, and there shall be no further transfer of such stock except in accordance with this bylaw.

(g)The provisions of this bylaw maybe waived with respect to any transfer either by the corporation, upon duly authorized action of its Board of Directors (including the Series A Director), or by the stockholders, upon the express written consent of the owners of a majority of the voting power of the corporation (excluding the votes represented by those shares to be transferred by the transferring stockholder). This bylaw may be amended or repealed either by a duly authorized action of the Board of Directors (including the Series A Director) or by the stockholders, upon the express written consent of the owners of a majority of the voting power of the corporation, subject in either case to any additional requirements set forth in the corporation’s Certificate of Incorporation, as amended, for the amendment or repeal of this bylaw or these Amended and Restated Bylaws generally.

(h)Any Transfer, or purported Transfer, of securities of the corporation shall be null and void and shall not be recorded on the books of the corporation and shall not be recognized by the corporation unless the terms, conditions, and provisions of this bylaw are strictly observed and followed.

(i)The foregoing right of first refusal shall terminate upon the date securities of the corporation are first offered to the public pursuant to a registration statement filed with, and declared effective by, the United States Securities and Exchange Commission under the Securities Act of 1933, as amended.

(j)The certificates representing shares of stock of the corporation shall bear on their face the following legend so long as the foregoing right of first refusal remains in effect:

“THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A RIGHT OF FIRST REFUSAL OPTION IN FAVOR OF THE CORPORATION AND/OR ITS ASSIGNEE(S), AS PROVIDED IN THE AMENDED AND RESTATED BYLAWS OF THE CORPORATION.”

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To the extent this Section 45 conflicts with any written agreement between the corporation and the stockholder attempting to transfer shares, or such written agreement expressly states that it supersedes this Section 45, such agreement shall control.

ARTICLE XV.

LOANS TO OFFICERS

Section 46.Loans to Officers. Except as otherwise prohibited under applicable law, the corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the corporation or of its subsidiaries, inclining any officer or employee who is a Director of the corporation or its subsidiaries, whenever, in the judgment of the Board of Directors, such loan, guarantee or assistance may reasonably be expected to benefit the corporation. The loan, guarantee or other assistance may be with or without interest and may be unsecured, or secured in such manner as the Board of Directors shall approve, including, without limitation, a pledge of shares of stock of the corporation. Nothing in these Amended and Restated Bylaws shall be deemed to deny, limit or restrict the powers of guaranty or warranty of the corporation at common law or under any statute.

ARTICLE XVI.

MISCELLANEOUS

Section 47.Annual Report.

(a)During such times as the corporation is subject to the provisions of Section 2115 of the CGCL, subject to the provisions of paragraph (b) of this Bylaw, the Board of Directors shall cause an annual report to be sent to each stockholder of the corporation not later than 120 days after the close of the corporation’s fiscal year. Such report shall include a balance sheet as of the end of such fiscal year and an income statement and statement of changes in financial position for such fiscal year, accompanied by any report thereon of independent accountants or, if there is no such report, the certificate of an authorized officer of the corporation that such statements were prepared without audit from the boots and records of the corporation. When there are more than 100 stockholders of record of the corporation’s shares, as determined by Section 605 of the CGCL, additional information as required by Section 1501(b) of the CGCL shall also be contained in such report, provided that if the corporation has a class of securities registered under Section 12 of the 1934 Act the 1934 Act shall take precedence. Such report shall be sent to stockholders at least 15 days prior to the next annual meeting of stockholders after the end of the fiscal year to which it relates.

(b)If and so long as there are fewer than 100 holders of record of the corporation’s shares, the requirement of sending of an annual report to the stockholders of the corporation is hereby expressly waived.

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Section 48.Drag Along Right. In the event that a stockholder acquires, from the corporation, any other stockholder or a combination of the foregoing, shares of stock representing one percent (1%) or more of the corporation’s then outstanding capital stock (treating for this purpose all shares of common stock of the corporation issuable upon exercise or conversion of all then outstanding options, warrants or convertible securities (whether or not then exercisable or convertible) as outstanding) such stockholder shall be required, as a precondition for the validity, recordation on the books of the corporation and recognition by the corporation of the transfers of corporation capital stock that would cause such stockholder to hold more than such one percent (1%) or more of the corporation’s then outstanding capital stock, to execute an adoption agreement in form and substance as provided by the corporation, whereby such stockholder shall become party to, and be bound by the obligations of, the Voting Agreement by and among the Company and certain of its stockholders, dated May 9, 2017, as may be amended and/or restated from time to time, as a “Key Holder” and “Stockholder” thereunder.

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EX-3.4

Exhibit 3.4

AMENDED AND RESTATED BYLAWS

OF

GUARDANT HEALTH, INC.

(a Delaware corporation)

TABLE OF CONTENTS

			Page
ARTICLE I - CORPORATE OFFICES			1
	1.1	REGISTERED OFFICE	1
	1.2	OTHER OFFICES	1
ARTICLE II - MEETINGS OF STOCKHOLDERS			1
	2.1	PLACE OF MEETINGS	1
	2.2	ANNUAL MEETING	1
	2.3	SPECIAL MEETING	1
	2.4	ADVANCE NOTICE PROCEDURES FOR BUSINESS BROUGHT BEFORE A MEETING	1
	2.5	ADVANCE NOTICE PROCEDURES FOR NOMINATIONS OF DIRECTORS	5
	2.6	NOTICE OF STOCKHOLDERS’ MEETINGS	8
	2.7	MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE	8
	2.8	QUORUM	8
	2.9	ADJOURNED MEETING; NOTICE	9
	2.10	CONDUCT OF BUSINESS	9
	2.11	VOTING	9
	2.12	STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING	10
	2.13	RECORD DATE FOR STOCKHOLDER NOTICE; VOTING	10
	2.14	PROXIES	10
	2.15	LIST OF STOCKHOLDERS ENTITLED TO VOTE	11
	2.16	POSTPONEMENT AND CANCELLATION OF MEETING.	11
	2.17	INSPECTORS OF ELECTION	11
ARTICLE III - DIRECTORS			12
	3.1	POWERS	12
	3.2	NUMBER OF DIRECTORS	12
	3.3	ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS	12
	3.4	RESIGNATION AND VACANCIES	12
	3.5	PLACE OF MEETINGS; MEETINGS BY TELEPHONE	12
	3.6	REGULAR MEETINGS	13
	3.7	SPECIAL MEETINGS; NOTICE	13
	3.8	QUORUM	13
	3.9	BOARD ACTION BY CONSENT WITHOUT A MEETING	13
	3.10	FEES AND COMPENSATION OF DIRECTORS	14
	3.11	REMOVAL OF DIRECTORS	14
ARTICLE IV - COMMITTEES			14
	4.1	COMMITTEES OF DIRECTORS	14
	4.2	COMMITTEE MINUTES	14

-i-

TABLE OF CONTENTS

(continued)

			Page
	4.3	MEETINGS AND ACTION OF COMMITTEES	14
ARTICLE V - OFFICERS			15
	5.1	OFFICERS	15
	5.2	APPOINTMENT OF OFFICERS	15
	5.3	SUBORDINATE OFFICERS	15
	5.4	REMOVAL AND RESIGNATION OF OFFICERS	15
	5.5	VACANCIES IN OFFICES	16
	5.6	REPRESENTATION OF SHARES OF OTHER CORPORATIONS	16
	5.7	AUTHORITY AND DUTIES OF OFFICERS	16
ARTICLE VI - RECORDS AND REPORTS			16
	6.1	MAINTENANCE OF RECORDS	16
ARTICLE VII - GENERAL MATTERS			16
	7.1	EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS	16
	7.2	STOCK CERTIFICATES; PARTLY PAID SHARES	16
	7.3	SPECIAL DESIGNATION ON CERTIFICATES	17
	7.4	LOST CERTIFICATES	17
	7.5	CONSTRUCTION; DEFINITIONS	17
	7.6	DIVIDENDS	17
	7.7	FISCAL YEAR	18
	7.8	SEAL	18
	7.9	TRANSFER OF STOCK	18
	7.10	STOCK TRANSFER AGREEMENTS	18
	7.11	REGISTERED STOCKHOLDERS	18
	7.12	WAIVER OF NOTICE	18
ARTICLE VIII - NOTICE BY ELECTRONIC TRANSMISSION			19
	8.1	NOTICE BY ELECTRONIC TRANSMISSION	19
	8.2	DEFINITION OF ELECTRONIC TRANSMISSION	19
ARTICLE IX - INDEMNIFICATION AND ADVANCEMENT			20
	9.1	ACTIONS, SUITS AND PROCEEDINGS OTHER THAN BY OR IN THE RIGHT OF THE CORPORATION.	20
	9.2	ACTIONS OR SUITS BY OR IN THE RIGHT OF THE CORPORATION.	20
	9.3	INDEMNIFICATION FOR EXPENSES OF SUCCESSFUL PARTY.	20
	9.4	NOTIFICATION AND DEFENSE OF CLAIM.	21
	9.5	ADVANCE OF EXPENSES.	21
	9.6	PROCEDURE FOR INDEMNIFICATION AND ADVANCEMENT OF EXPENSES.	22
	9.7	REMEDIES.	22
	9.8	LIMITATIONS.	22
	9.9	SUBSEQUENT AMENDMENT.	23

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TABLE OF CONTENTS

(continued)

			Page
	9.10	OTHER RIGHTS.	23
	9.11	PARTIAL INDEMNIFICATION.	23
	9.12	INSURANCE.	23
	9.13	SAVINGS CLAUSE.	24
	9.14	NON-EXCLUSIVITY OF RIGHTS	24
	9.15	CONTINUATION OF INDEMNIFICATION	24
	9.16	DEFINITIONS	24
ARTICLE X - AMENDMENTS			24

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AMENDED AND RESTATED BYLAWS

OF

GUARDANT HEALTH, INC.

ARTICLE I - CORPORATE OFFICES

1.1    REGISTERED OFFICE.

The registered office of Guardant Health, Inc. (the “Corporation”) shall be fixed in the Corporation’s certificate of incorporation, as the same may be amended from time to time (the “Certificate of Incorporation”).

1.2    OTHER OFFICES.

The Corporation’s board of directors (the “Board”) may at any time establish other offices at any place or places where the Corporation is qualified to do business.

ARTICLE II - MEETINGS OF STOCKHOLDERS

2.1    PLACE OF MEETINGS.

Meetings of stockholders shall be held at any place, within or outside the State of Delaware, designated by the Board. The Board may, in its sole discretion, determine that a meeting of stockholders shall not be held at any place, but may instead be held solely by means of remote communication as authorized by Section 211(a)(2) of the General Corporation Law of the State of Delaware (the “DGCL”). In the absence of any such designation or determination, stockholders’ meetings shall be held at the Corporation’s principal executive office.

2.2    ANNUAL MEETING.

The Board shall designate the date and time of the annual meeting. At the annual meeting, directors shall be elected and other proper business properly brought before the meeting in accordance with Section 2.4 of these bylaws may be transacted.

2.3    SPECIAL MEETING.

A special meeting of the stockholders may be called at any time by the Board, chairperson of the Board, chief executive officer or president (in the absence of a chief executive officer), but such special meetings may not be called by any other person or persons.

No business may be transacted at such special meeting other than the business specified in such notice to stockholders. Nothing contained in this paragraph of this Section 2.3 shall be construed as limiting, fixing or affecting the time when a meeting of stockholders called by action of the Board may be held.

2.4    ADVANCE NOTICE PROCEDURES FOR BUSINESS BROUGHT BEFORE A MEETING.

(a)At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be (i) brought before the meeting by the Corporation and specified in the notice of meeting

given by or at the direction of the Board, (ii) brought before the meeting by or at the direction of the Board or (iii) otherwise properly brought before the meeting by a stockholder who (A) was a stockholder of the Corporation both at the time of giving the notice provided for in this Section 2.4 and at the time of the meeting, (B) is entitled to vote at the meeting and (C) has complied with this Section 2.4 as to such business. Except for proposals properly made in accordance with Rule 14a-8 under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (as so amended and inclusive of such rules and regulations, the “Exchange Act”), and included in the notice of meeting given by or at the direction of the Board, the foregoing clause (iii) shall be the exclusive means for a stockholder to propose business to be brought before an annual meeting of the stockholders. Stockholders shall not be permitted to propose business to be brought before a special meeting of the stockholders, and the only matters that may be brought before a special meeting are the matters specified in the notice of meeting given by or at the direction of the person calling the meeting pursuant to Section 2.3 of these bylaws. Stockholders seeking to nominate persons for election to the Board must comply with Section 2.5 of these bylaws, and this Section 2.4 shall not be applicable to nominations except as expressly provided in Section 2.5 of these bylaws.

(b)    Without qualification, for business to be properly brought before an annual meeting by a stockholder, the stockholder must provide (i) Timely Notice (as defined below) thereof in writing and in proper form to the secretary of the Corporation and (ii)  any updates or supplements to such notice at the times and in the forms required by this Section 2.4. To be timely, a stockholder’s notice must be delivered to, or mailed and received at, the principal executive offices of the Corporation not less than ninety (90) days nor more than one hundred twenty (120) days prior to the first anniversary of the preceding year’s annual meeting; provided, however, that (x) if the date of the annual meeting is more than thirty (30) days before or more than sixty (60) days after such anniversary date or (y) with respect to the first annual meeting held after the Corporation’s initial public offering of its shares pursuant to a registration statement on Form S-1, notice by the stockholder to be timely must be so delivered, or mailed and received, not earlier than the one hundred twentieth (120^th) day prior to such annual meeting and not later than the ninetieth (90^th) day prior to such annual meeting or, if later, the tenth (10^th) day following the day on which public disclosure of the date of such annual meeting was first made (such notice within such time periods, “Timely Notice”). In no event shall any adjournment or postponement of an annual meeting or the announcement thereof commence a new time period for the giving of Timely Notice as described above.

(c)    To be in proper form for purposes of this Section 2.4, a stockholder’s notice to the secretary of the Corporation shall set forth:

(i)    As to each Proposing Person (as defined below), (A) the name and address of such Proposing Person (including, without limitation, if applicable, the name and address that appear on the Corporation’s books and records) and (B) the class or series and number of shares of the Corporation that are, directly or indirectly, owned of record or beneficially owned (within the meaning of Rule 13d-3 under the Exchange Act) by such Proposing Person, except that such Proposing Person shall in all events be deemed to beneficially own any shares of any class or series of the Corporation as to which such Proposing Person has a right to acquire beneficial ownership at any time in the future (the disclosures to be made pursuant to the foregoing clauses (A) and (B) are referred to as “Stockholder Information”);

(ii)    As to each Proposing Person, (A) the full notional amount of any securities that, directly or indirectly, underlie any “derivative security” (as such term is defined in Rule 16a-1(c) under the Exchange Act) that constitutes a “call equivalent position” (as such term is defined in Rule 16a-1(b) under the Exchange Act) (“Synthetic Equity Position”) and that is, directly or indirectly, held or maintained by such Proposing Person with respect

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to any shares of any class or series of shares of the Corporation; provided that, for the purposes of the definition of “Synthetic Equity Position,” the term “derivative security” shall also include any security or instrument that would not otherwise constitute a “derivative security” as a result of any feature that would make any conversion, exercise or similar right or privilege of such security or instrument becoming determinable only at some future date or upon the happening of a future occurrence, in which case the determination of the amount of securities into which such security or instrument would be convertible or exercisable shall be made assuming that such security or instrument is immediately convertible or exercisable at the time of such determination; and, provided, further, that any Proposing Person satisfying the requirements of Rule 13d-1(b)(1) under the Exchange Act (other than a Proposing Person that so satisfies Rule 13d-1(b)(1) under the Exchange Act solely by reason of Rule 13d-1(b)(1)(ii)(E)) shall not be deemed to hold or maintain the notional amount of any securities that underlie a Synthetic Equity Position held by such Proposing Person as a hedge with respect to a bona fide derivatives trade or position of such Proposing Person arising in the ordinary course of such Proposing Person's business as a derivatives dealer, (B) any proxy (other than a revocable proxy or consent given in response to a solicitation made pursuant to, and in accordance with, Section 14(a) of the Exchange Act by way of a solicitation statement filed on Schedule 14A), agreement, arrangement, understanding or relationship pursuant to which such Proposing Person has or shares a right to vote any shares of any class or series of the Corporation, (C) any agreement, arrangement, understanding or relationship, including, without limitation, any repurchase or similar so-called “stock borrowing” agreement or arrangement, engaged in, directly or indirectly, by such Proposing Person, the purpose or effect of which is to mitigate loss to, reduce the economic risk (of ownership or otherwise) of shares of any class or series of the Corporation by, manage the risk of share price changes for, or increase or decrease the voting power of, such Proposing Person with respect to the shares of any class or series of the Corporation, or which provides, directly or indirectly, the opportunity to profit from any decrease in the price or value of the shares of any class or series of the Corporation (“Short Interests”), (D) any rights to dividends on the shares of any class or series of the Corporation owned beneficially by such Proposing Person that are separated or separable from the underlying shares of the Corporation, (E) any performance-related fees (other than an asset-based fee) to which such Proposing Person is entitled, based on any increase or decrease in the price or value of shares of any class or series of the Corporation, or any Synthetic Equity Positions or Short Interests, if any, (F) any significant equity interests or any Synthetic Equity Positions or Short Interests in any principal competitor of the Corporation held by such Proposing Persons, (G) any direct or indirect interest of such Proposing Person in any contract with the Corporation, any affiliate of the Corporation or any principal competitor of the Corporation (including, without limitation, in any such case, any employment agreement, collective bargaining agreement or consulting agreement), (H) any pending or threatened litigation in which such Proposing Person is a party or material participant involving the Corporation or any of its officers or directors, or any affiliate of the Corporation, (I) any material transaction occurring during the prior twelve months between such Proposing Person, on the one hand, and the Corporation, any affiliate of the Corporation or any principal competitor of the Corporation, on the other hand, (and (J) any other information relating to such Proposing Person that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies or consents by such Proposing Person in support of the business proposed to be brought before the meeting pursuant to Section 14(a) of the Exchange Act (the disclosures to be made pursuant to the foregoing

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clauses (A) through (J) are referred to as “Disclosable Interests”); provided, however, that Disclosable Interests shall not include any such disclosures with respect to the ordinary course business activities of any broker, dealer, commercial bank, trust company or other nominee who is a Proposing Person solely as a result of being the stockholder directed to prepare and submit the notice required by these bylaws on behalf of a beneficial owner; and

(iii)    As to each item of business that the stockholder proposes to bring before the annual meeting, (A) a reasonably brief description of the business desired to be brought before the annual meeting, the reasons for conducting such business at the annual meeting and any material interest in such business of each Proposing Person, (B) the text of the proposal or business (including, without limitation, the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend the Certificate of Incorporation or these bylaws, the language of the proposed amendment), (C) a reasonably detailed description of all agreements, arrangements and understandings between or among any of the Proposing Persons or between or among any Proposing Person and any other person or entity (including, without limitation, their names) in connection with the proposal of such business by such stockholder, (D) a representation that the stockholder intends to appear in person or by proxy at the meeting to propose such business, (E) a representation whether the Proposing Person intends or is part of a group which intends (1) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to approve or adopt the proposal and/or (2) otherwise to solicit proxies or votes from stockholders in support of such proposal and (F) any other information relating to such item of business that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies in support of the business proposed to be brought before the meeting pursuant to Section 14(a) of the Exchange Act; provided, however, that the disclosures required by this paragraph (c) shall not include any disclosures with respect to any broker, dealer, commercial bank, trust company or other nominee who is a Proposing Person solely as a result of being the stockholder directed to prepare and submit the notice required by these bylaws on behalf of a beneficial owner.

(d)    For purposes of this Section 2.4, the term “Proposing Person”shall mean (i) the stockholder providing the notice of business proposed to be brought before an annual meeting, (ii) the beneficial owner or beneficial owners, if different, on whose behalf the notice of the business proposed to be brought before the annual meeting is made, (iii) any participant (as defined in paragraphs (a)(ii)-(vi) of Instruction 3 to Item 4 of Schedule 14A) with such stockholder in such solicitation or (iv) any associate (within the meaning of Rule 12b-2 under the Exchange Act for the purposes of these bylaws) of such stockholder, beneficial owner or any other participant.

(e)    A stockholder providing notice of business proposed to be brought before an annual meeting shall further update and supplement such notice, if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 2.4 shall be true and correct as of the record date for determining stockholders entitled to vote at the annual meeting and as of the date that is ten (10) business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed and received by, the secretary of the Corporation at the principal executive offices of the Corporation not later than five (5) business days after the record date for determining stockholders entitled to vote at the annual meeting (in the case of the update and supplement required to be made as of the record date), and not later than eight (8) business days prior to the date for the meeting or, if practicable, any adjournment or postponement thereof (and, if not practicable, on the first practicable date

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prior to the date to which the meeting has been adjourned or postponed) (in the case of the update and supplement required to be made as of ten (10) business days prior to the meeting or any adjournment or postponement thereof).

(f)    Notwithstanding anything in these bylaws to the contrary, no business shall be conducted at an annual meeting except in accordance with this Section 2.4. The presiding officer of an annual meeting shall, if the facts warrant, determine that the business was not properly brought before the meeting in accordance with this Section 2.4, and if he or she should so determine, he or she shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted.

(g)    The foregoing notice requirements of this Section 2.4 shall be deemed satisfied by a stockholder with respect to business other than a nomination if the stockholder has notified the Corporation of his, her or its intention to present a proposal at an annual meeting in compliance with applicable rules and regulations promulgated under the Exchange Act and such stockholder’s proposal has been included in a proxy statement that has been prepared by the Corporation to solicit proxies for such annual meeting. Nothing in this Section 2.4 shall be deemed to affect the rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act.

(h)    For purposes of these bylaws, “public disclosure” shall mean disclosure in a press release reported by a national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act.

(i)    Notwithstanding the foregoing provisions of this Section 2.4, unless otherwise required by law, if the stockholder (or a qualified representative of the stockholder) does not appear at the annual meeting to present proposed business, such proposed business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Corporation. For purposes of this Section 2.4, to be considered a qualified representative of the stockholder, a person must be a duly authorized officer, manager or partner of such stockholder or must be authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the annual meeting and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the annual meeting.

2.5    ADVANCE NOTICE PROCEDURES FOR NOMINATIONS OF DIRECTORS.

(a)    Nominations of any person for election to the Board at an annual meeting or at a special meeting (but only if the election of directors is a matter specified in the notice of meeting given by or at the direction of the person calling such special meeting) may be made at such meeting only (i) by or at the direction of the Board, including, without limitation, by any committee or persons appointed by the Board, or (ii) by a stockholder who (A) was a stockholder of the Corporation both at the time of giving the notice provided for in this Section 2.5 and at the time of the meeting, (B) is entitled to vote at the meeting and (C) has complied with this Section 2.5 as to such nomination. The foregoing clause (ii) shall be the exclusive means for a stockholder to make any nomination of a person or persons for election to the Board to be considered by the stockholders at an annual meeting or special meeting.

(b)    Without qualification, for a stockholder to make any nomination of a person or persons for election to the Board at an annual meeting, the stockholder must provide (i) Timely Notice (as defined in Section 2.4(b) of these bylaws) thereof in writing and in proper form to the secretary of the Corporation, (ii) the information with respect to such stockholder and its candidate for nomination as required by this Section 2.5 and (iii) any updates or supplements to such notice at the times and in the forms required by this Section 2.5. Without qualification, if the election of directors is a matter specified in the notice of meeting given by or at the direction of the person calling such special meeting, then for a stockholder to

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make any nomination of a person or persons for election to the Board at a special meeting, the stockholder must (i) provide timely notice thereof in writing and in proper form to the secretary of the Corporation at the principal executive offices of the Corporation and (ii) provide any updates or supplements to such notice at the times and in the forms required by this Section 2.5. To be timely, a stockholder’s notice for nominations to be made at a special meeting must be delivered to, or mailed and received at, the principal executive offices of the Corporation not earlier than the one hundred twentieth (120^th) day prior to such special meeting and not later than the ninetieth (90^th) day prior to such special meeting or, if later, the tenth (10^th) day following the day on which public disclosure (as defined in Section 2.4(h) of these bylaws) of the date of such special meeting was first made. In no event shall any adjournment or postponement of an annual meeting or special meeting or the announcement thereof commence a new time period for the giving of a stockholder’s notice as described above.

(c)    To be in proper form for purposes of this Section 2.5, a stockholder’s notice to the secretary of the Corporation shall set forth:

(i)    As to each Nominating Person (as defined below), the Stockholder Information (as defined in Section 2.4(c)(i) of these bylaws) except that for purposes of this Section 2.5, the term “Nominating Person” shall be substituted for the term “Proposing Person” in all places it appears in Section 2.4(c)(i);

(ii)    As to each Nominating Person, any Disclosable Interests (as defined in Section 2.4(c)(ii), except that for purposes of this Section 2.5 the term “Nominating Person” shall be substituted for the term “Proposing Person” in all places it appears in Section 2.4(c)(ii) and the disclosure in clause (J) of Section 2.4(c)(ii) shall be made with respect to the election of directors at the meeting);

(iii)    As to each person whom a Nominating Person proposes to nominate for election as a director, (A) all information with respect to such proposed nominee that would be required to be set forth in a stockholder’s notice pursuant to this Section 2.5 if such proposed nominee were a Nominating Person, (B) all information relating to such proposed nominee that is required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors in a contested election pursuant to Section 14(a) under the Exchange Act (including, without limitation, such proposed nominee’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected), (C) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three (3) years, and any other material relationships, between or among any Nominating Person, on the one hand, and each proposed nominee and his or her respective affiliates and associates, on the other hand, including, without limitation, all information that would be required to be disclosed pursuant to Item 404 under Regulation S-K if such Nominating Person were the “registrant” for purposes of such rule and the proposed nominee were a director or executive officer of such registrant (the disclosures to be made pursuant to the foregoing clauses (A) through (C) are referred to as “Nominee Information”), (D) a representation that the Nominating Person intends to appear in person or by proxy at the meeting to propose such nomination, (E) a representation whether the Nominating Person intends or is part of a group which intends (1) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to elect the nominee and/or (2) otherwise to solicit proxies or votes from stockholders in support of such nomination and (F) a completed and signed questionnaire, representation and agreement as provided in Section 2.5(g); and

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(iv)    The Corporation may require any proposed nominee to furnish such other information (A) as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as an independent director of the Corporation in accordance with the Corporation’s Corporate Governance Guidelines or (B) that could be material to a reasonable stockholder’s understanding of the independence or lack of independence of such proposed nominee.

(d)    For purposes of this Section 2.5, the term “Nominating Person”shall mean (i) the stockholder providing the notice of the nomination proposed to be made at the meeting, (ii) the beneficial owner or beneficial owners, if different, on whose behalf the notice of the nomination proposed to be made at the meeting is made, (iii) any participant (as defined in paragraphs (a)(ii)-(vi) of Instruction 3 to Item 4 of Schedule 14A) with such stockholder in such solicitation or (iv) any associate (within the meaning of Rule 12b-2 under the Exchange Act for the purposes of these bylaws) of such stockholder, beneficial owner or any other participant.

(e)    A stockholder providing notice of any nomination proposed to be made at a meeting shall further update and supplement such notice, if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 2.5 shall be true and correct as of the record date for determining stockholders entitled to vote at the meeting and as of the date that is ten (10) business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed and received by, the secretary of the Corporation at the principal executive offices of the Corporation not later than five (5) business days after the record date for determining stockholders entitled to vote at the meeting (in the case of the update and supplement required to be made as of the record date), and not later than eight (8) business days prior to the date for the meeting or, if practicable, any adjournment or postponement thereof (and, if not practicable, on the first practicable date prior to the date to which the meeting has been adjourned or postponed) (in the case of the update and supplement required to be made as of ten (10) business days prior to the meeting or any adjournment or postponement thereof).

(f)    Notwithstanding anything in these bylaws to the contrary, no person shall be eligible for election as a director of the Corporation unless nominated in accordance with this Section 2.5. The presiding officer at the meeting shall, if the facts warrant, determine that a nomination was not properly made in accordance with this Section 2.5, and if he or she should so determine, he or she shall so declare such determination to the meeting and the defective nomination shall be disregarded.

(g)    To be eligible to be a nominee for election as a director of the Corporation, the proposed nominee must deliver (in accordance with the time periods prescribed for delivery of notice under this Section 2.5) to the secretary of the Corporation at the principal executive offices of the Corporation, a completed written questionnaire with respect to the background and qualification of such proposed nominee (which questionnaire shall be provided by the secretary upon written request) and a written representation and agreement (in form provided by the secretary upon written request) that such proposed nominee (i) is not and, if elected as a director, during his or her term of office, will not become a party to (A) any agreement, arrangement or understanding with, and has not given and, if elected as a director during his or her term office, will not give any commitment or assurance to, any person or entity as to how such proposed nominee, if elected as a director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation or (B) any Voting Commitment that could limit or interfere with such proposed nominee’s ability to comply, if elected as a director of the Corporation, with such proposed nominee’s fiduciary duties under applicable law, (ii) is not, and will not become a party to, any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed to the Corporation and (iii) in such proposed nominee’s individual capacity and

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on behalf of the stockholder (or the beneficial owner, if different) on whose behalf the nomination is made, would be in compliance, if elected as a director of the Corporation, and will comply with applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Corporation.

(h)    In addition to the requirements of this Section 2.5 with respect to any nomination proposed to be made at a meeting, each Nominating Person shall comply with all applicable requirements of the Exchange Act with respect to any such nominations.

(i)    Notwithstanding the foregoing provisions of this Section 2.5, unless otherwise required by law, if the stockholder (or a qualified representative of the stockholder) does not appear at the meeting to present the proposed nomination, such proposed nomination shall not be considered, notwithstanding that proxies in respect of such vote may have been received by the Corporation.  For purposes of this Section 2.5, to be considered a qualified representative of the stockholder, a person must be a duly authorized officer, manager or partner of such stockholder or must be authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting.

2.6    NOTICE OF STOCKHOLDERS’ MEETINGS.

Unless otherwise provided by law, the Certificate of Incorporation or these bylaws, the notice of any meeting of stockholders shall be sent or otherwise given in accordance with either Section 2.7 or Section 8.1 of these bylaws not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting. The notice shall specify the place, if any, date and hour of the meeting, the record date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date for stockholders entitled to notice of the meeting), the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called.

2.7    MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE. 

Notice of any meeting of stockholders shall be deemed given:

(a)    if mailed, when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the Corporation’s records; or

(b)    if electronically transmitted, as provided in Section 8.1 of these bylaws.

An affidavit of the secretary or an assistant secretary of the Corporation or of the transfer agent or any other agent of the Corporation that the notice has been given by mail or by a form of electronic transmission, as applicable, shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

2.8    QUORUM. 

Unless otherwise provided by law, the Certificate of Incorporation or these bylaws, the holders of a majority in voting power of the capital stock issued and outstanding and entitled to vote, present in person, or by remote communication, if applicable, or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of the stockholders. A quorum, once established at a meeting, shall not be broken by the withdrawal of enough votes to leave less than a quorum. If, however, a quorum is not present or represented at any meeting of the stockholders, then either (a) the chairperson of the meeting or

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(b) a majority in voting power of the stockholders entitled to vote thereon, present in person, or by remote communication, if applicable, or represented by proxy, shall have the power to adjourn the meeting from time to time in the manner provided in Section 2.9 of these bylaws until a quorum is present or represented. At such adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the meeting as originally noticed.

2.9    ADJOURNED MEETING; NOTICE. 

When a meeting is adjourned to another time or place, unless these bylaws otherwise require, notice need not be given of the adjourned meeting if the time, place, if any, thereof, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date for determining the stockholders entitled to vote is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the adjourned meeting as of the record date for determining the stockholders entitled to notice of the adjourned meeting.

2.10    CONDUCT OF BUSINESS. 

The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting by the person presiding over the meeting. The Board may adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board, the person presiding over any meeting of stockholders shall have the right and authority to convene and (for any or no reason) to recess and/or adjourn the meeting, to prescribe such rules, regulations and procedures (which need not be in writing) and to do all such acts as, in the judgment of such presiding person, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board or prescribed by the presiding person of the meeting, may include, without limitation, the following: (a) the establishment of an agenda or order of business for the meeting; (b) rules and procedures for maintaining order at the meeting and the safety of those present (including, without limitation, rules and procedures for removal of disruptive persons from the meeting); (c) limitations on attendance at or participation in the meeting to stockholders entitled to vote at the meeting, their duly authorized and constituted proxies or such other persons as the presiding person of the meeting shall determine; (d) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (e) limitations on the time allotted to questions or comments by participants. The presiding person at any meeting of stockholders, in addition to making any other determinations that may be appropriate to the conduct of the meeting (including, without limitation, determinations with respect to the administration and/or interpretation of any of the rules, regulations or procedures of the meeting, whether adopted by the Board or prescribed by the person presiding over the meeting), shall, if the facts warrant, determine and declare to the meeting that a matter or business was not properly brought before the meeting and if such presiding person should so determine, such presiding person shall so declare to the meeting and any such matter or business not properly brought before the meeting shall not be transacted or considered. Unless and to the extent determined by the Board or the person presiding over the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

2.11    VOTING. 

The stockholders entitled to vote at any meeting of stockholders shall be determined in accordance with the provisions of Section 2.13 of these bylaws, subject to Section 217 (relating to voting rights of

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fiduciaries, pledgors and joint owners of stock) and Section 218 (relating to voting trusts and other voting agreements) of the DGCL.

Except as may be otherwise provided in the Certificate of Incorporation or these bylaws, each stockholder shall be entitled to one (1) vote for each share of capital stock held by such stockholder.

At all duly called or convened meetings of stockholders, at which a quorum is present, for the election of directors, a plurality of the votes cast shall be sufficient to elect a director. Except as otherwise provided by the Certificate of Incorporation, these bylaws, the rules or regulations of any stock exchange applicable to the Corporation, or applicable law or pursuant to any regulation applicable to the Corporation or its securities, all other elections and questions presented to the stockholders at a duly called or convened meeting, at which a quorum is present, shall be decided by the affirmative vote of the holders of a majority in voting power of the votes cast affirmatively or negatively (excluding abstentions) at the meeting by the holders entitled to vote thereon.

2.12    STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING. 

Any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of stockholders of the Corporation and may not be effected by any consent in writing by such stockholders.

2.13    RECORD DATE FOR STOCKHOLDER NOTICE; VOTING.

In order that the Corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall, unless otherwise required by law, not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If the Board so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the Board, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting.

In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board may fix a record date, which shall not be more than sixty (60) days prior to such action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.

2.14    PROXIES. 

Each stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for such stockholder by proxy authorized by an instrument in writing or by a transmission permitted by law filed in accordance with the procedure established for the meeting, but no such proxy shall

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be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Section 212 of the DGCL. A proxy may be in the form of a telegram, cablegram or other means of electronic transmission which sets forth or is submitted with information from which it can be determined that the telegram, cablegram or other means of electronic transmission was authorized by the stockholder.

2.15    LIST OF STOCKHOLDERS ENTITLED TO VOTE.

The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting (provided, however, if the record date for determining the stockholders entitled to vote is less than ten (10) days before the date of the meeting, the list shall reflect the stockholders entitled to vote as of the tenth day before the date of the meeting), arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. The Corporation shall not be required to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting for a period of at least ten (10) days prior to the meeting: (a) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (b) during ordinary business hours, at the Corporation’s principal executive office. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. Except as otherwise provided by law, the stock ledger shall be the only evidence as to the identity of the stockholders entitled to vote in person or by proxy and the number of shares held by each of them, and as to the stockholders entitled to examine the list of stockholders.

2.16    POSTPONEMENT AND CANCELLATION OF MEETING.

Any previously scheduled annual or special meeting of the stockholders may be postponed, and any previously scheduled annual or special meeting of the stockholders may be canceled, by resolution of the Board upon public notice given prior to the time previously scheduled for such meeting.

2.17    INSPECTORS OF ELECTION.

Before any meeting of stockholders, the Board shall appoint an inspector or inspectors of election to act at the meeting or its adjournment or postponement and make a written report thereof. The number of inspectors shall be either one (1) or three (3). If any person appointed as inspector fails to appear or fails or refuses to act, then the chairperson of the meeting may, and upon the request of any stockholder or a stockholder’s proxy shall, appoint a person to fill that vacancy. Unless otherwise required by law, inspectors may be officers, employees or agents of the Corporation. Such inspectors shall have the duties prescribed by law and shall take charge of the polls and, when the vote is completed, shall make a certificate of the result of the vote taken and of such other facts as may be required by law. The inspectors of election shall perform their duties impartially, in good faith, to the best of their ability and as expeditiously as is practical. If there are three (3) inspectors of election, the decision, act or certificate of a majority is effective in all respects as the decision, act or certificate of all. Any report or certificate made by the inspectors of election is prima facie evidence of the facts stated therein.

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ARTICLE III - DIRECTORS

3.1    POWERS. 

Subject to the provisions of the DGCL and any limitations in the Certificate of Incorporation relating to action required to be approved by the stockholders or by the outstanding shares, the business and affairs of the Corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board.

3.2    NUMBER OF DIRECTORS.

The authorized number of directors shall be determined from time to time by resolution of the Board, provided the Board shall consist of at least one (1) member. No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.

3.3    ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS.

Except as provided in Section 3.4 of these bylaws, each director, including, without limitation, a director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal. Directors need not be stockholders unless so required by the Certificate of Incorporation or these bylaws. The Certificate of Incorporation or these bylaws may prescribe other qualifications for directors.

If so provided in the Certificate of Incorporation, the directors of the Corporation shall be divided into three (3) classes.

3.4    RESIGNATION AND VACANCIES.

Any director may resign at any time upon notice given in writing or by electronic transmission to the Corporation at its principal office or to the chairperson of the Board, the chief executive officer, the president or the secretary. When one or more directors so resigns and the resignation is effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office as provided in this section in the filling of other vacancies.

Unless otherwise provided in the Certificate of Incorporation or these bylaws, vacancies and newly created directorships resulting from any increase in the authorized number of directors shall, unless the Board determines by resolution that any such vacancies or newly created directorships shall be filled by stockholders, be filled only by a majority of the directors then in office, although less than a quorum, or by a sole remaining director. Any director elected in accordance with the preceding sentence shall hold office for the remainder of the full term of the director for which the vacancy was created or occurred and until such director’s successor shall have been elected and qualified. A vacancy in the Board shall be deemed to exist under these bylaws in the case of the death, removal or resignation of any director.

3.5    PLACE OF MEETINGS; MEETINGS BY TELEPHONE. 

The Board may hold meetings, both regular and special, either within or outside the State of Delaware.

Unless otherwise restricted by the Certificate of Incorporation or these bylaws, members of the Board, or any committee designated by the Board, may participate in a meeting of the Board, or any committee, by means of conference telephone or other communications equipment by means of which all persons

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participating in the meeting can hear each other, and such participation in a meeting pursuant to this bylaw shall constitute presence in person at the meeting.

3.6    REGULAR MEETINGS.

Regular meetings of the Board may be held without notice at such time and at such place as shall from time to time be determined by the Board; provided that any director who is absent when such determination is made shall be given notice of the determination. A regular meeting of the Board may be held without notice immediately after and at the same place as the annual meeting of stockholders.

3.7    SPECIAL MEETINGS; NOTICE.

Special meetings of the Board for any purpose or purposes may be called at any time by the chairperson of the Board, the chief executive officer, the president, the secretary or a majority of the authorized number of directors.

Notice of the time and place of special meetings shall be:

(a)    delivered personally by hand, by courier or by telephone;

(b)    sent by United States first-class mail, postage prepaid;

(c)    sent by facsimile or electronic mail; or

(d)    sent by other means of electronic transmission,

directed to each director at that director’s address, telephone number, facsimile number or electronic mail address, or other address for electronic transmission, as the case may be, as shown on the Corporation’s records.

If the notice is (a) delivered personally by hand, by courier or by telephone, (b) sent by facsimile or (c) sent by electronic mail, it shall be delivered or sent at least twenty-four (24) hours before the time of the holding of the meeting. If the notice is sent by United States mail, it shall be deposited in the United States mail at least four (4) days before the time of the holding of the meeting. Any oral notice may be communicated to the director. The notice need not specify the place of the meeting (if the meeting is to be held at the Corporation’s principal executive office) nor the purpose of the meeting.

3.8    QUORUM.

The greater of (a) a majority of the directors at any time in office and (b) one-third of the number of directors established by the Board pursuant to Section 3.2 of these bylaws shall constitute a quorum of the Board for the transaction of business. The vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute, the Certificate of Incorporation or these bylaws. If a quorum is not present at any meeting of the Board, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.

3.9    BOARD ACTION BY CONSENT WITHOUT A MEETING.

Unless otherwise restricted by the Certificate of Incorporation or these bylaws, any action required or permitted to be taken at any meeting of the Board, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with

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the minutes of proceedings of the Board or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

3.10    FEES AND COMPENSATION OF DIRECTORS. 

Unless otherwise restricted by the Certificate of Incorporation or these bylaws, the Board shall have the authority to fix the compensation, including fees and reimbursement of expenses, of directors.

3.11    REMOVAL OF DIRECTORS. 

Subject to the rights of the holders of the shares of any series of Preferred Stock, the Board or any individual director may be removed from office only for cause and only by the affirmative vote of the holders of at least two-thirds in voting power of the outstanding shares of capital stock of the Corporation entitled to vote thereon.

ARTICLE IV - COMMITTEES

4.1    COMMITTEES OF DIRECTORS. 

The Board may designate one (1) or more committees, each committee to consist of one (1) or more of the directors of the Corporation. The Board may designate one (1) or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board or in these bylaws, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers that may require it; but no such committee shall have the power or authority to (a) approve or adopt, or recommend to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the DGCL to be submitted to stockholders for approval, or (b) adopt, amend or repeal any bylaw of the Corporation.

4.2    COMMITTEE MINUTES. 

Each committee shall keep regular minutes of its meetings and report the same to the Board when required.

4.3    MEETINGS AND ACTION OF COMMITTEES. 

Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of:

(a)    Section 3.5 of these bylaws (place of meetings and meetings by telephone);

(b)    Section 3.6 of these bylaws (regular meetings);

(c)    Section 3.7 of these bylaws (special meetings and notice);

(d)    Section 3.8 of these bylaws (quorum);

(e)    Section 7.12 of these bylaws (waiver of notice); and

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(f)    Section 3.9 of these bylaws (action without a meeting),

with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the Board and its members. However:

(i)the time of regular meetings of committees may be determined either by resolution of the Board or by resolution of the committee;

(ii)special meetings of committees may also be called by resolution of the Board; and

(iii)notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The Board may adopt rules for the government of any committee not inconsistent with the provisions of these bylaws.

ARTICLE V - OFFICERS

5.1    OFFICERS. 

The officers of the Corporation shall be a president and a secretary. The Corporation may also have, at the discretion of the Board, a chairperson of the Board, a vice chairperson of the Board, a chief executive officer, a chief financial officer or treasurer, one (1) or more vice presidents, one (1) or more assistant vice presidents, one (1) or more assistant treasurers, one (1) or more assistant secretaries, and any such other officers as may be appointed in accordance with the provisions of these bylaws. Any number of offices may be held by the same person.

5.2    APPOINTMENT OF OFFICERS. 

The Board shall appoint the officers of the Corporation, except such officers as may be appointed in accordance with the provisions of Section 5.3 of these bylaws, subject to the rights, if any, of an officer under any contract of employment.

5.3    SUBORDINATE OFFICERS. 

The Board may appoint, or empower the chief executive officer or, in the absence of a chief executive officer, the president, to appoint, such other officers and agents as the business of the Corporation may require. Each of such officers and agents shall hold office for such period, have such authority, and perform such duties as are provided in these bylaws or as the Board may from time to time determine.

5.4    REMOVAL AND RESIGNATION OF OFFICERS. 

Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by the Board at any regular or special meeting of the Board or, except in the case of an officer chosen by the Board, by any officer upon whom such power of removal may be conferred by the Board.

Any officer may resign at any time by giving written notice to the Corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice. Unless otherwise specified in the notice of resignation, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party.

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5.5    VACANCIES IN OFFICES.

Any vacancy occurring in any office of the Corporation shall be filled by the Board or as provided in Section 5.3 of these bylaws.

5.6    REPRESENTATION OF SHARES OF OTHER CORPORATIONS.

The chairperson of the Board, the chief executive officer, the president, any vice president, the treasurer, the secretary or assistant secretary of this Corporation, or any other person authorized by the Board or the chief executive officer or the president or a vice president, is authorized to vote, represent and exercise on behalf of this Corporation all rights incident to any and all securities of any other entity or entities standing in the name of this Corporation. The authority granted herein may be exercised either by such person directly or by any other person authorized to do so by proxy or power of attorney duly executed by such person having the authority.

5.7    AUTHORITY AND DUTIES OF OFFICERS.

All officers of the Corporation shall respectively have such authority and perform such duties in the management of the business of the Corporation as may be designated from time to time by the Board and, to the extent not so provided, as generally pertain to their respective offices, subject to the control of the Board.

ARTICLE VI - RECORDS AND REPORTS

6.1    MAINTENANCE OF RECORDS.

The Corporation shall, either at its principal executive office or at such place or places as designated by the Board, keep a record of its stockholders listing their names and addresses and the number and class of shares held by each stockholder, a copy of these bylaws as amended to date, accounting books and other records.

ARTICLE VII - GENERAL MATTERS

7.1    EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS.

The Board, except as otherwise provided in these bylaws, may authorize any officer or officers, or agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Corporation; such authority may be general or confined to specific instances. Unless so authorized or ratified by the Board or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

7.2    STOCK CERTIFICATES; PARTLY PAID SHARES.

The shares of the Corporation shall be represented by certificates or shall be uncertificated. Certificates for the shares of stock, if any, shall be in such form as is consistent with the Certificate of Incorporation and applicable law. Every holder of stock represented by a certificate shall be entitled to have a certificate signed by, or in the name of the Corporation by the chairperson or vice-chairperson of the Board, or the president or vice president, and by the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the Corporation representing the number of shares registered in certificate form. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer

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agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

The Corporation may issue the whole or any part of its shares as partly paid and subject to call for the remainder of the consideration to be paid therefor. Upon the face or back of each stock certificate issued to represent any such partly paid shares, or upon the books and records of the Corporation in the case of uncertificated partly paid shares, the total amount of the consideration to be paid therefor and the amount paid thereon shall be stated. Upon the declaration of any dividend on fully paid shares, the Corporation shall declare a dividend upon partly paid shares of the same class, but only upon the basis of the percentage of the consideration actually paid thereon.

7.3    SPECIAL DESIGNATION ON CERTIFICATES.

If the Corporation is authorized to issue more than one class of stock or more than one series of any class, then the powers, the designations, the preferences and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate that the Corporation shall issue to represent such class or series of stock; provided,however, that, except as otherwise provided in Section 202 of the DGCL, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate that the Corporation shall issue to represent such class or series of stock a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, the designations, the preferences and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

7.4    LOST CERTIFICATES.

Except as provided in this Section 7.4, no new certificates for shares shall be issued to replace a previously issued certificate unless the latter is surrendered to the Corporation and cancelled at the same time. The Corporation may issue a new certificate of stock or uncertificated shares in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or such owner’s legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares.

7.5    CONSTRUCTION; DEFINITIONS.

Unless the context requires otherwise, the general provisions, rules of construction and definitions in the DGCL shall govern the construction of these bylaws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term “person” includes both a corporation and a natural person.

7.6    DIVIDENDS.

The Board, subject to any restrictions contained in either (a) the DGCL or (b) the Certificate of Incorporation, may declare and pay dividends upon the shares of its capital stock. Dividends may be paid in cash, in property or in shares of the Corporation’s capital stock.

The Board may set apart out of any of the funds of the Corporation available for dividends a reserve or reserves for any proper purpose and may abolish any such reserve. Such purposes shall include but not be limited to equalizing dividends, repairing or maintaining any property of the Corporation, and meeting contingencies.

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7.7    FISCAL YEAR. 

The fiscal year of the Corporation shall be fixed by resolution of the Board and may be changed by the Board.

7.8    SEAL. 

The Corporation may adopt a corporate seal, which shall be adopted and which may be altered by the Board. The Corporation may use the corporate seal by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

7.9    TRANSFER OF STOCK. 

Shares of the Corporation shall be transferable in the manner prescribed by law and in these bylaws. Shares of stock of the Corporation shall be transferred on the books of the Corporation only by the holder of record thereof or by such holder’s attorney duly authorized in writing, upon surrender to the Corporation of the certificate or certificates representing such shares endorsed by the appropriate person or persons (or by delivery of duly executed instructions with respect to uncertificated shares), with such evidence of the authenticity of such endorsement or execution, transfer, authorization and other matters as the Corporation may reasonably require, and accompanied by all necessary stock transfer stamps. No transfer of stock shall be valid as against the Corporation for any purpose until it shall have been entered in the stock records of the Corporation by an entry showing the names of the persons from and to whom it was transferred.

7.10    STOCK TRANSFER AGREEMENTS.

The Corporation shall have power to enter into and perform any agreement with any number of stockholders of any one or more classes of stock of the Corporation to restrict the transfer of shares of stock of the Corporation of any one or more classes owned by such stockholders in any manner not prohibited by the DGCL.

7.11    REGISTERED STOCKHOLDERS.

The Corporation:

(a)     shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends and to vote as such owner;

(b)    shall be entitled to hold liable for calls and assessments the person registered on its books as the owner of shares; and

(c)    shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of another person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

7.12    WAIVER OF NOTICE. 

Whenever notice is required to be given under any provision of the DGCL, the Certificate of Incorporation or these bylaws, a written waiver, signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular

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or special meeting of the stockholders need be specified in any written waiver of notice or any waiver by electronic transmission unless so required by the Certificate of Incorporation or these bylaws.

ARTICLE VIII - NOTICE BY ELECTRONIC TRANSMISSION

8.1    NOTICE BY ELECTRONIC TRANSMISSION. 

Without limiting the manner by which notice otherwise may be given effectively to stockholders pursuant to the DGCL, the Certificate of Incorporation or these bylaws, any notice to stockholders given by the Corporation under any provision of the DGCL, the Certificate of Incorporation or these bylaws shall be effective if given by a form of electronic transmission consented to by the stockholder to whom the notice is given. Any such consent shall be revocable by the stockholder by written notice to the Corporation. Any such consent shall be deemed revoked if:

(a)    the Corporation is unable to deliver by electronic transmission two (2) consecutive notices given by the Corporation in accordance with such consent; and

(b)    such inability becomes known to the secretary or an assistant secretary of the Corporation or to the transfer agent, or other person responsible for the giving of notice.

However, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.

Any notice given pursuant to the preceding paragraph shall be deemed given:

(a) if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice;

(b) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice;

(c) if by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of (i) such posting and (ii) the giving of such separate notice; and

(d) if by any other form of electronic transmission, when directed to the stockholder.

An affidavit of the secretary or an assistant secretary of the Corporation or of the transfer agent or other agent of the Corporation that the notice has been given by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

8.2    DEFINITION OF ELECTRONIC TRANSMISSION. 

For the purposes of these bylaws, an “electronic transmission” means any form of communication, not directly involving the physical transmission of paper, including the use of, or participation in, one or more electronic networks or databases (including one or more distributed electronic networks or databases), that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

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ARTICLE IX - INDEMNIFICATION AND ADVANCEMENT

9.1    ACTIONS, SUITS AND PROCEEDINGS OTHER THAN BY OR IN THE RIGHT OF THE CORPORATION.

The Corporation shall indemnify each person who was or is a party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he or she is or was, or has agreed to become, a director or officer of the Corporation, or, while a director or officer of the Corporation, is or was serving, or has agreed to serve, at the request of the Corporation, as a director, officer, partner, employee or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise (including, without limitation, any employee benefit plan) (all such persons being referred to hereafter as an “Indemnitee”), or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including, without limitation, attorneys’ fees), liabilities, losses, judgments, fines (including, without limitation, excise taxes and penalties arising under the Employee Retirement Income Security Act of 1974), and amounts paid in settlement actually and reasonably incurred by or on behalf of Indemnitee in connection with such action, suit or proceeding and any appeal therefrom, if Indemnitee acted in good faith and in a manner which Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.  The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

9.2    ACTIONS OR SUITS BY OR IN THE RIGHT OF THE CORPORATION. 

The Corporation shall indemnify any Indemnitee who was or is a party to or threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that Indemnitee is or was, or has agreed to become, a director or officer of the Corporation, or, while a director or officer of the Corporation, is or was serving, or has agreed to serve, at the request of the Corporation, as a director, officer, partner, employee or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise (including, without limitation, any employee benefit plan), or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including, without limitation, attorneys’ fees) actually and reasonably incurred by or on behalf of Indemnitee in connection with such action, suit or proceeding and any appeal therefrom, if Indemnitee acted in good faith and in a manner which Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Corporation, except that no indemnification shall be made under this Section 9.2 in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged to be liable to the Corporation, unless, and only to the extent, that the Court of Chancery of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of such liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such expenses (including, without limitation, attorneys’ fees) which the Court of Chancery of Delaware or such other court shall deem proper.

9.3    INDEMNIFICATION FOR EXPENSES OF SUCCESSFUL PARTY.

Notwithstanding any other provisions of this Article IX, to the extent that an Indemnitee has been successful, on the merits or otherwise, in defense of any action, suit or proceeding referred to in Sections 9.1 and 9.2 of these bylaws, or in defense of any claim, issue or matter therein, or on appeal from any such

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action, suit or proceeding, Indemnitee shall be indemnified against all expenses (including, without limitation, attorneys’ fees) actually and reasonably incurred by or on behalf of Indemnitee in connection therewith.  Without limiting the foregoing, if any action, suit or proceeding is disposed of, on the merits or otherwise (including, without limitation, a disposition without prejudice), without (a) the disposition being adverse to Indemnitee, (b) an adjudication that Indemnitee was liable to the Corporation, (c) a plea of guilty or nolo contendere by Indemnitee, (d) an adjudication that Indemnitee did not act in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation and (e) with respect to any criminal proceeding, an adjudication that Indemnitee had reasonable cause to believe his or her conduct was unlawful, Indemnitee shall be considered for the purposes hereof to have been wholly successful with respect thereto.

9.4    NOTIFICATION AND DEFENSE OF CLAIM. 

As a condition precedent to an Indemnitee’s right to be indemnified, such Indemnitee must notify the Corporation in writing as soon as practicable of any action, suit, proceeding or investigation involving such Indemnitee for which indemnity will or could be sought.  With respect to any action, suit, proceeding or investigation of which the Corporation is so notified, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to Indemnitee.  After notice from the Corporation to Indemnitee of its election so to assume such defense, the Corporation shall not be liable to Indemnitee for any legal or other expenses subsequently incurred by Indemnitee in connection with such action, suit, proceeding or investigation, other than as provided below in this Section 9.4.  Indemnitee shall have the right to employ his or her own counsel in connection with such action, suit, proceeding or investigation, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of Indemnitee unless (a) the employment of counsel by Indemnitee has been authorized by the Corporation, (b) counsel to Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and Indemnitee in the conduct of the defense of such action, suit, proceeding or investigation or (c) the Corporation shall not in fact have employed counsel to assume the defense of such action, suit, proceeding or investigation, in each of which cases the fees and expenses of counsel for Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Article IX.  The Corporation shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for Indemnitee shall have reasonably made the conclusion provided for in clause (b) above.  The Corporation shall not be required to indemnify Indemnitee under this Article IX for any amounts paid in settlement of any action, suit, proceeding or investigation effected without its written consent.  The Corporation shall not settle any action, suit, proceeding or investigation in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent.  Neither the Corporation nor Indemnitee will unreasonably withhold or delay its consent to any proposed settlement.

9.5    ADVANCE OF EXPENSES. 

Subject to the provisions of Sections 9.4 and 9.6 of these bylaws, in the event of any threatened or pending action, suit, proceeding or investigation of which the Corporation receives notice under this Article IX, any expenses (including, without limitation, attorneys’ fees) incurred by or on behalf of Indemnitee in defending an action, suit, proceeding or investigation or any appeal therefrom shall be paid by the Corporation in advance of the final disposition of such matter; provided, however, that the payment of such expenses incurred by or on behalf of Indemnitee in advance of the final disposition of such matter shall be made only upon receipt of an undertaking by or on behalf of Indemnitee to repay all amounts so advanced in the event that it shall ultimately be determined by final judicial decision from which there is no further right to appeal that Indemnitee is not entitled to be indemnified by the Corporation as authorized in this Article IX; and

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providedfurther, that no such advancement of expenses shall be made under this Article IX if it is determined (in the manner described in Section 9.6 of these bylaws) that (a) Indemnitee did not act in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Corporation, or (b) with respect to any criminal action or proceeding, Indemnitee had reasonable cause to believe his or her conduct was unlawful.  Such undertaking shall be accepted without reference to the financial ability of Indemnitee to make such repayment.

9.6    PROCEDURE FOR INDEMNIFICATION AND ADVANCEMENT OF EXPENSES. 

In order to obtain indemnification or advancement of expenses pursuant to Section 9.1, 9.2, 9.3 or 9.5 of these bylaws, an Indemnitee shall submit to the Corporation a written request.  Any such advancement of expenses shall be made promptly, and in any event within sixty (60) days after receipt by the Corporation of the written request of Indemnitee, unless (a) the Corporation has assumed the defense pursuant to Section 9.4 of these bylaws (and none of the circumstances described in Section 9.4 of these bylaws that would nonetheless entitle the Indemnitee to indemnification for the fees and expenses of separate counsel have occurred) or (b) the Corporation determines within such sixty- (60-) day period that Indemnitee did not meet the applicable standard of conduct set forth in Section 9.1, 9.2 or 9.5 of these bylaws, as the case may be.  Any such indemnification, unless ordered by a court, shall be made with respect to requests under Section 9.1 or 9.2 of these bylaws only as authorized in the specific case upon a determination by the Corporation that the indemnification of Indemnitee is proper because Indemnitee has met the applicable standard of conduct set forth in Section 9.1 or 9.2 of these bylaws, as the case may be.  Such determination shall be made in each instance (a) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the action, suit or proceeding in question (“Disinterested Directors”), whether or not a quorum, (b) by a committee of Disinterested Directors designated by majority vote of Disinterested Directors, whether or not a quorum, (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by independent legal counsel (who may, to the extent permitted by law, be regular legal counsel to the Corporation) in a written opinion or (d) by the stockholders of the Corporation.

9.7    REMEDIES. 

The right to indemnification or advancement of expenses as granted by this Article IX shall be enforceable by Indemnitee in any court of competent jurisdiction.  Neither the failure of the Corporation to have made a determination prior to the commencement of such action that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Corporation pursuant to Section 9.6 of these bylaws that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.  In any suit brought by Indemnitee to enforce a right to indemnification or advancement, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall have the burden of proving that Indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article IX.  Indemnitee’s expenses (including, without limitation, attorneys’ fees) reasonably incurred in connection with successfully establishing Indemnitee’s right to indemnification or advancement, in whole or in part, in any such proceeding shall also be indemnified by the Corporation to the fullest extent permitted by law.  Notwithstanding the foregoing, in any suit brought by Indemnitee to enforce a right to indemnification hereunder it shall be a defense that the Indemnitee has not met any applicable standard for indemnification set forth in the DGCL.

9.8    LIMITATIONS. 

Notwithstanding anything to the contrary in this Article IX, except as set forth in Section 9.7 of these bylaws, the Corporation shall not indemnify an Indemnitee pursuant to this Article IX in connection with a proceeding (or part thereof) initiated by such Indemnitee unless the initiation thereof was approved by the

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Board.  Notwithstanding anything to the contrary in this Article IX, the Corporation shall not indemnify (or advance expenses to) an Indemnitee to the extent such Indemnitee is reimbursed (or advanced expenses) from the proceeds of insurance, and in the event the Corporation makes any indemnification (or advancement) payments to an Indemnitee and such Indemnitee is subsequently reimbursed from the proceeds of insurance, such Indemnitee shall promptly refund indemnification (or advancement) payments to the Corporation to the extent of such insurance reimbursement.

9.9    SUBSEQUENT AMENDMENT. 

No amendment, termination or repeal of this Article IX or of the relevant provisions of the DGCL or any other applicable laws shall adversely affect or diminish in any way the rights of any Indemnitee to indemnification or advancement of expenses under the provisions hereof with respect to any action, suit, proceeding or investigation arising out of or relating to any actions, transactions or facts occurring prior to the final adoption of such amendment, termination or repeal.

9.10    OTHER RIGHTS. 

The indemnification and advancement of expenses provided by this Article IX shall not be deemed exclusive of any other rights to which an Indemnitee seeking indemnification or advancement of expenses may be entitled under any law (common or statutory), agreement or vote of stockholders or Disinterested Directors or otherwise, both as to action in Indemnitee’s official capacity and as to action in any other capacity while holding office for the Corporation, and shall continue as to an Indemnitee who has ceased to be a director or officer, and shall inure to the benefit of the estate, heirs, executors and administrators of Indemnitee.  Nothing contained in this Article IX shall be deemed to prohibit, and the Corporation is specifically authorized to enter into, agreements with officers and directors providing indemnification and advancement rights and procedures different from those set forth in this Article IX.  In addition, the Corporation may, to the extent authorized from time to time by the Board, grant indemnification and advancement rights to other employees or agents of the Corporation or other persons serving the Corporation and such rights may be equivalent to, or greater or less than, those set forth in this Article IX.

9.11    PARTIAL INDEMNIFICATION. 

If an Indemnitee is entitled under any provision of this Article IX to indemnification by the Corporation for some or a portion of the expenses (including, without limitation, attorneys’ fees), liabilities, losses, judgments, fines (including, without limitation, excise taxes and penalties arising under the Employee Retirement Income Security Act of 1974) or amounts paid in settlement actually and reasonably incurred by or on behalf of Indemnitee in connection with any action, suit, proceeding or investigation and any appeal therefrom but not, however, for the total amount thereof, the Corporation shall nevertheless indemnify Indemnitee for the portion of such expenses (including, without limitation, attorneys’ fees), liabilities, losses, judgments, fines (including, without limitation, excise taxes and penalties arising under the Employee Retirement Income Security Act of 1974) or amounts paid in settlement to which Indemnitee is entitled.

9.12    INSURANCE. 

The Corporation may purchase and maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise (including, without limitation, any employee benefit plan) against any expense, liability or loss incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the DGCL.

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9.13    SAVINGS CLAUSE. 

If this Article IX or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each Indemnitee as to any expenses (including, without limitation, attorneys’ fees), liabilities, losses, judgments, fines (including, without limitation, excise taxes and penalties arising under the Employee Retirement Income Security Act of 1974) and amounts paid in settlement in connection with any action, suit, proceeding or investigation, whether civil, criminal or administrative, including, without limitation, an action by or in the right of the Corporation, to the fullest extent permitted by any applicable portion of this Article IX that shall not have been invalidated and to the fullest extent permitted by applicable law.

9.14    NON-EXCLUSIVITY OF RIGHTS.

The rights conferred on any person by this Article IX shall not be exclusive of any other rights which such Person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, these bylaws, agreement, vote of stockholders or disinterested directors or otherwise.

9.15    CONTINUATION OF INDEMNIFICATION.

The rights to indemnification and to prepayment of expenses provided by, or granted pursuant to, this Article IX shall continue notwithstanding that the Person has ceased to be a director or officer of the Corporation and shall inure to the benefit of the estate, heirs, executors, administrators, legatees and distributees of such Person.

9.16    DEFINITIONS.

Terms used in this Article IX and defined in Section 145(h) and Section 145(i) of the DGCL shall have the respective meanings assigned to such terms in such Section 145(h) and Section 145(i).

ARTICLE X - AMENDMENTS.

Subject to the limitations set forth in Section 9.9 of these bylaws or the provisions of the Certificate of Incorporation, the Board is expressly empowered to adopt, amend or repeal the bylaws of the Corporation. The stockholders also shall have power to adopt, amend or repeal the bylaws of the Corporation; provided,however, that, in addition to any vote of the holders of any class or series of stock of the Corporation required by law or by the Certificate of Incorporation, such action by stockholders shall require the affirmative vote of the holders of at least two-thirds (2/3) in voting power of the outstanding shares of capital stock of the Corporation entitled to vote thereon.

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EX-4.1

Exhibit 4.1

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.

Warrant No. «WarrantNo»

Date of Issuance:    «Date»

GUARDANT HEALTH, INC.

Common Stock Purchase Warrant

Guardant Health, Inc. (the “Company”), for value received, hereby certifies that «Holder», or its registered assigns (the “Registered Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at any time after the date hereof and on or before the Expiration Date (as defined in Section 4 below), shares of Common Stock of the Company (“Common Stock”). This Warrant is issued pursuant to, and is subject to the terms and conditions of the Convertible Note and Warrant Purchase Agreement (the “Purchase Agreement”) dated June __, 2012.

1.    Exercise Of Warrant.

(a)    Aggregate Exercise Price; Exercise Price Per Share.

(i)    Aggregate Exercise Price. The aggregate exercise price of this Warrant (the “Aggregate Exercise Price”) will be the amount resulting from multiplying the Exercise Price Per Share, as determined pursuant to Section 1(a)(ii) hereof, times the number of Shares purchased upon exercise hereof, with the maximum number of which Shares purchasable upon exercise hereof as determined under Section 1(b) hereof.

(ii)    Exercise Price Per Share. The “Exercise Price Per Share” at which this Warrant may be exercised will be twenty cents ($0.20), as adjusted pursuant to Section 2 hereof as applicable. The parties hereby acknowledge that such Exercise Price Per Share for Common Stock may be greater at the date of issuance of this Warrant, and/or may be greater at the time this Warrant becomes exercisable by its terms for Common Stock, than the relevant then-fair market value of the Company’s Common Stock, and that such Exercise Price Per Share for Common Stock has been negotiated by the initial Holder and the Company in connection with the Purchase Agreement.

(b)    Number Of Shares For Which This Warrant Is Exercisable;

No Fractional Shares.

(i)    Number Of Shares For Which This Warrant Is Exercisable. Subject to the exercisability restrictions set forth in Section 1(c) hereof, and as adjusted pursuant to Section 2 hereof, this Warrant will entitle the Holder to purchase up to the number of Shares determined as follows:

(A)    Next Equity Financing Closing Date Occurring Prior To Maturity Date. If the Next Equity Financing (as defined below) occurs on or before the Trigger Date (as defined below), the number of Shares for which this Warrant will be exercisable, from and after the Preferred Stock Financing Closing Date and subject to Section 2 hereof, will be determined by the following formula:

A =	B
	C

where:

A =    The number of Shares for which this Warrant will be exercisable, rounded downward to the nearest whole Share;

B =    The product of multiplying (i) the principal amount of the Note issued under the Purchase Agreement that corresponds to this Warrant by (ii) 20%; and

C =     The per share price of the Company’s Preferred Stock issued in the Next Equity Financing, as adjusted pursuant to Section 2 hereof as applicable.

(B)    Trigger Date Occurring Prior To Next Equity Financing. If the Trigger Date occurs on or before the Next Equity Financing, the number of Shares for which this Warrant will be exercisable, from and after the Trigger Date and subject to Section 2 hereof, will be determined by the following formula:

A =	B
	C

where:

A =    The number of Shares for which this Warrant will be exercisable, rounded downward to the nearest whole share;

B =    The product of multiplying (i) the principal amount of the Note issued under the Purchase Agreement that corresponds to this Warrant by (ii) 20%; and

C =     $0.20, as adjusted pursuant to Section 2 hereof as applicable.

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(ii)    No Fractional Shares. No fractional shares will be issued in connection with any exercise of this Warrant; the number of shares to be issued hereunder will be rounded downward to the nearest whole share as may be necessary to avoid fractional shares, and the Aggregate Exercise Price will be adjusted as a result thereof as necessary.

(iii)    Definitions. The “Next Equity Financing” shall be defined as the close of the Company’s next equity financing in a single transaction or a series of related transactions yielding gross proceeds to the Company of at least $4,000,000 in the aggregate (including conversion of the Notes issued under the Purchase Agreement), and the “Trigger Date” shall be defined as the earlier to occur of June 30, 2014 and a Change of Control (as defined in Section 4 below).

(c)    Manner of Exercise. This Warrant may be exercised by the Registered Holder, in whole or in part, by surrendering this Warrant, with the purchase/exercise form appended hereto as Exhibit A duly executed by such Registered Holder or by such Registered Holder’s duly authorized attorney, at the principal office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full of the Purchase Price payable in respect of the number of shares of Warrant Stock purchased upon such exercise. The Purchase Price may be paid by cash, check, wire transfer or by the surrender of promissory notes or other instruments representing indebtedness of the Company to the Registered Holder.

(d)    Effective Time of Exercise. Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in Section 1(c) above. At such time, the person or persons in whose name or names any certificates for Warrant Stock shall be issuable upon such exercise as provided in Section 1(e) below shall be deemed to have become the holder or holders of record of the Warrant Stock represented by such certificates.

(e)    Net Issue Exercise.

(i)    In lieu of exercising this Warrant in the manner provided above in Section 1(c), the Registered Holder may elect to receive shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with notice of such election on the purchase/exercise form appended hereto as Exhibit A duly executed by such Registered Holder or such Registered Holder’s duly authorized attorney, in which event the Company shall issue to such Holder a number of shares of Warrant Stock computed using the following formula:

X =	Y (A - B)
	A

Where X = The number of shares of Warrant Stock to be issued to the Registered Holder.

Y = The number of shares of Warrant Stock purchasable under this Warrant (at the date of such calculation).

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A = The fair market value of one share of Warrant Stock (at the date of such calculation).

B = The Purchase Price (as adjusted to the date of such calculation).

(ii)    For purposes of this Section 1(e), the fair market value of Warrant Stock on the date of calculation shall mean with respect to each share of Warrant Stock:

(A)    if the exercise is in connection with an initial public offering of the Company’s Common Stock, and if the Company’s Registration Statement relating to such public offering has been declared effective by the Securities and Exchange Commission, then the fair market value shall be the product of (x) the initial “Price to Public” per share specified in the final prospectus with respect to the offering and (y) the number of shares of Common Stock into which each share of Warrant Stock is convertible at the date of calculation;

(B)    if this Warrant is exercised after, and not in connection with, the Company’s initial public offering, and if the Company’s Common Stock is traded on a securities exchange or The Nasdaq Stock Market or actively traded over-the-counter:

(1)    if the Company’s Common Stock is traded on a securities exchange or The Nasdaq Stock Market, the fair market value shall be deemed to be the product of (x) the average of the closing prices over a thirty (30) day period ending three days before date of calculation and (y) the number of shares of Common Stock into which each share of Warrant Stock is convertible on such date; or

(2)    if the Company’s Common Stock is actively traded over-the-counter, the fair market value shall be deemed to be the product of (x) the average of the closing bid or sales price (whichever is applicable) over the thirty (30) day period ending three days before the date of calculation and (y) the number of shares of Common Stock into which each share of Warrant Stock is convertible on such date; or

(C)    if neither (A) nor (B) is applicable, the fair market value of Warrant Stock shall be at the highest price per share which the Company could obtain on the date of calculation from a willing buyer (not a current employee or director) for shares of Warrant Stock sold by the Company, from authorized but unissued shares, as determined in good faith by the Board of Directors, unless the Company is at such time subject to an acquisition as described in Section 4(b) below, in which case the fair market value of Warrant Stock shall be deemed to be the value received by the holders of such stock pursuant to such acquisition.

(f)    Delivery to Holder. As soon as practicable after the exercise of this Warrant in whole or in part, and in any event within ten (10) days thereafter, the Company at its expense will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct:

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(i)    a certificate or certificates for the number of shares of Warrant Stock to which such Registered Holder shall be entitled, and

(ii)    in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of shares of Warrant Stock equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares purchased by the Registered Holder upon such exercise as provided in Section 1(c) or 1(e) above.

2.Adjustments.

(a)    Stock Splits and Dividends. If outstanding shares of the Company’s Common Stock shall be subdivided into a greater number of shares or a dividend in Common Stock shall be paid in respect of Common Stock, the Purchase Price in effect immediately prior to such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend be proportionately reduced. If outstanding shares of Common Stock shall be combined into a smaller number of shares, the Purchase Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Price, the number of shares of Warrant Stock purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment.

(b)    Reclassification, Etc. In case there occurs any reclassification or change of the outstanding securities of the Company or of any reorganization of the Company (or any other corporation the stock or securities of which are at the time receivable upon the exercise of this Warrant) or any similar corporate reorganization on or after the date hereof, then and in each such case the Registered Holder, upon the exercise hereof at any time after the consummation of such reclassification, change,or reorganization shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise hereof prior to such consummation, the stock or other securities or property to which such Holder would have been entitled upon such consummation if such Holder had exercised this Warrant immediately prior thereto, all subject to further adjustment pursuant to the provisions of this Section 2.

(c)    Adjustment Certificate. When any adjustment is required to be made in the Warrant Stock or the Purchase Price pursuant to this Section 2, the Company shall promptly mail to the Registered Holder a certificate setting forth (i) a brief statement of the facts requiring such adjustment, (ii) the Purchase Price after such adjustment and (iii) the kind and amount of stock or other securities or property into which this Warrant shall be exercisable after such adjustment.

3.Transfers.

(a)    Unregistered Security. Each holder of this Warrant acknowledges that this Warrant and the Warrant Stock have not been registered under the Securities Act of 1933, as amended

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(the “Securities Act”), and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant, any Warrant Stock issued upon its exercise in the absence of (i) an effective registration statement under the Act as to this Warrant or such Warrant Stock and registration or qualification of this Warrant or such Warrant Stock under any applicable U.S. federal or state securities law then in effect, or (ii) an opinion of counsel, satisfactory to the Company, that such registration and qualification are not required. Each certificate or other instrument for Warrant Stock issued upon the exercise of this Warrant shall bear a legend substantially to the foregoing effect.

(b)    Transferability. Subject to the provisions of Section 3(a) hereofand of Section 4(h) of the Purchase Agreement among the Company and certain holders of the Company’s securities, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of the Warrant with a properly executed assignment (in the form of Exhibit B hereto) at the principal office of the Company; provided, however, that this Warrant may not be transferred in part unless the transferee acquires the right to purchase at least 5,000 shares (as adjusted pursuant to Section 2) of Warrant Stock hereunder.

(c)    Warrant Register. The Company will maintain a register containing the names and addresses of the Registered Holders of this Warrant. Until any transfer of this Warrant is made in the warrant register, the Company may treat the Registered Holder of this Warrant as the absolute owner hereof for all purposes; provided, however, that if this Warrant is properly assigned in blank, the Company may (but shall not be required to) treat the bearer hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary. Any Registered Holder may change such Registered Holder’s address as shown on the warrant register by written notice to the Company requesting such change.

4.Termination. This Warrant (and the right to purchase securities upon exercise hereof) shall terminate upon the earliest to occur of the following (the “Expiration Date”): (a) June 30, 2019 (b) the sale, conveyance or disposal of all or substantially all of the Company’s property or business or the Company’s merger with or into or consolidation with any other corporation (other than a wholly-owned subsidiary of the Company) or any other transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of, provided that this Section 4(b) shall not apply to a merger effected exclusively for the purpose of changing the domicile of the Company or to an equity financing in which the Company is the surviving corporation (a “Change of Control”), or (c) the closing of a firm commitment underwritten public offering pursuant to a registration statement under the Securities Act.

5.Notices of Certain Transactions. In case:

(a)    the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right, to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right, or

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(b)    of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any consolidation or merger of the Company, any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the surviving entity), or any transfer of all or substantially all of the assets of the Company, or

(c)    of the voluntary or involuntary dissolution, liquidation or winding-up of the Company,

then, and in each such case, the Company will mail or cause to be mailed to the Registered Holder of this Warrant a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation, winding-up, redemption or conversion is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such other stock or securities at the time deliverable upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation, winding-up) are to be determined. Such notice shall be mailed at least ten (10) days prior to the record date or effective date for the event specified in such notice.

6.Exchange of Warrants. Upon the surrender by the Registered Holder of any Warrant or Warrants, properly endorsed, to the Company at the principal office of the Company, the Company will, subject to the provisions of Section 3 hereof, issue and deliver to or upon the order of such Holder, at the Company’s expense, a new Warrant or Warrants of like tenor, in the name of such Registered Holder or as such Registered Holder (upon payment by such Registered Holder of any applicable transfer taxes) may direct, calling in the aggregate on the face or faces thereof for the number of shares of Common Stock called for on the face or faces of the Warrant or Warrants so surrendered.

7.Replacement of Warrants. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and (in the case of loss, theft or destruction) upon delivery of an indemnity agreement (with surety if reasonably required) in an amount reasonably satisfactory to the Company, or (in the case of mutilation) upon surrender and cancellation of this Warrant, the Company will issue, in lieu thereof, a new Warrant of like tenor.

8.Mailing of Notices. Any notice required or permitted pursuant to this Warrant shall be in writing and shall be deemed sufficient upon receipt, when delivered personally or sent by courier, overnight delivery service or confirmed facsimile, or forty-eight (48) hours after being deposited in the regular mail, as certified or registered mail (airmail if sent internationally), with postage prepaid, addressed (a) if to the Registered Holder, to the address of the Registered Holder most recently furnished in writing to the Company and (b) if to the Company, to the address set forth below or subsequently modified by written notice to the Registered Holder.

9.No Rights as Stockholder. Until the exercise of this Warrant, the Registered Holder of this Warrant shall not have or exercise any rights by virtue hereof as a stockholder of the Company.

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10.No Fractional Shares. No fractional shares of Common Stock will be issued in connection with any exercise hereunder. In lieu of any fractional shares which would otherwise be issuable, the Company shall pay cash equal to the product of such fraction multiplied by the fair market value of one share of Common Stock on the date of exercise, as determined in good faith by the Company’s Board of Directors.

11.Amendment or Waiver. Any term of this Warrant may be amended or waived upon written consent of the Company and the holders of at least holders representing a majority of the principal amount of the Notes purchased pursuant to the Purchase Agreement. By acceptance hereof, the Registered Holder acknowledges that in the event the required consent is obtained, any term of this Warrant may be amended or waived with or without the consent of the Registered Holder; provided, however, that any amendment hereof that would materially adversely affect the Registered Holder in a manner different from the holders of the remaining warrants issued pursuant to the Purchase Agreement shall also require the consent of Registered Holder.

12.Headings. The headings in this Warrant are for purposes of reference only and shall not limit or otherwise affect the meaning of any provision of this Warrant.

13.Governing Law. This Warrant shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of law.

GUARDANT HEALTH, INC.

By:

Michael Wiley, President

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EXHIBIT A

PURCHASE/EXERCISE FORM

To: Guardant Health, Inc. Dated:

The undersigned, pursuant to the provisions set forth in the attached Warrant No. «WarrantNo», hereby irrevocably elects to (a) purchase _____ shares of the __________ Stock covered by such Warrant and herewith makes payment of $ _________, representing the full purchase price for such shares at the price per share provided for in such Warrant, or (b) exercise such Warrant for _______ shares purchasable under the Warrant pursuant to the Net Issue Exercise provisions of Section 1(e) of such Warrant.

The undersigned acknowledges that it has reviewed the representations and warranties contained in Section 3 of the Purchase Agreement (as defined in the Warrant) and by its signature below hereby makes such representations and warranties to the Company. Defined terms contained in such representations and warranties shall have the meanings assigned to them in the Purchase Agreement, provided that the term “Purchaser” shall refer to the undersigned and the term “Securities” shall refer to the Warrant Stock and the Common Stock of the Company issuable upon conversion of the Warrant Stock.

The undersigned further acknowledges that it has reviewed the market standoff provisions set forth in Section 4(h) of the Purchase Agreement among the Company and certain holders of the Company’s securities and agrees to be bound by such provisions.

Signature:

Name (print):

Title (if applic.):

Company (if applic.):

EXHIBIT B

ASSIGNMENT FORM

FOR VALUE RECEIVED, _________________________________________ hereby sells, assigns and transfers all of the rights of the undersigned under the attached Warrant with respect to the number of shares of stock covered thereby set forth below, unto:

Name of Assignee Address/Fax Number No. of Shares

Dated:	Signature:
	Witness:

EX-4.2

Exhibit 4.2

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.

WARRANT TO PURCHASE STOCK

Corporation: Number of Shares: Class of Stock: Initial Exercise Price: Issue Date: Expiration Date: GUARDANT HEALTH, INC. As determined pursuant to Section 1.7 Series A Preferred $1.8562 per share September 12, 2013 September 12, 2023

THIS WARRANT CERTIFIES THAT, for good and valuable consideration, the receipt of which is hereby acknowledged, SQUARE 1 BANK or its assignee (“Holder”) is entitled to purchase the number of fully paid and nonassessable shares of the class of securities (the “Shares”) of the corporation (the “Company”) at the initial exercise price per Share (the “Warrant Price”) all as set forth above and as adjusted pursuant to Article 2 of this warrant, subject to the provisions and upon the terms and conditions set forth in this warrant.

ARTICLE 1

EXERCISE

1.1Method of Exercise.Holder may exercise this warrant by delivering this warrant and a duly executed Notice of Exercise in substantially the form attached as Appendix 1 to the principal office of the Company. Unless Holder is exercising the conversion right set forth in Section 1.2, Holder shall also deliver to the Company a check for the aggregate Warrant Price for the Shares being purchased.

1.2Conversion Right.In lieu of exercising this warrant as specified in Section 1.1, Holder may from time to time convert this warrant, in whole or in part, into a number of Shares determined by dividing (a) the aggregate fair market value of the Shares or other securities otherwise issuable upon exercise of this warrant minus the aggregate Warrant Price of such Shares by (b) the fair market value of one Share. The fair market value of the Shares shall be determined pursuant to Section 1.3.

1.3Fair Market Value.If the Shares are traded regularly in a public market, the fair market value of the Shares shall be the closing price of the Shares (or the closing price of the Company’s stock into which the Shares are convertible) reported for the business day immediately before Holder delivers its Notice of Exercise to the Company. If the Shares are not regularly traded

in a public market, the Board of Directors of the Company shall determine fair market value in its reasonable good faith judgment.

1.4Delivery of Certificate and New Warrant.Promptly after Holder exercises or converts this warrant, the Company shall deliver to Holder certificates for the Shares acquired and, if this warrant has not been fully exercised or converted and has not expired, a new warrant representing the Shares not so acquired.

1.5Replacement of Warrants.On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this warrant and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form and amount to the Company or, in the case of mutilation, on surrender and cancellation of this warrant, the Company at its expense shall execute and deliver, in lieu of this warrant, a new warrant of like tenor.

1.6Repurchase on Sale, Merger, or Consolidation of the Company.

1.6.1“Acquisition.” For the purpose of this warrant, “Acquisition” shall mean a Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, as in effect on the Issue Date (the “Charter”)

1.6.2Assumption.If upon the closing of any Acquisition the successor entity assumes the obligations of this warrant, then this warrant shall be exercisable for the same securities, cash, and property as would be payable for the Shares issuable upon exercise of the unexercised portion of this warrant as if such Shares were outstanding on the record date for the Acquisition and subsequent closing. The Warrant price shall be adjusted accordingly.

1.6.3Nonassumption.Upon the closing (at any time on or before the Expiration Date) of any Acquisition in which the successor entity does not assume the obligations of this warrant and Holder has not otherwise exercised this warrant in full, then this warrant shall be deemed to have been automatically converted pursuant to Section 1.2 and thereafter Holder shall participate in the Acquisition on the same terms as other holders of the same class of securities of the Company.

1.7Determination of Number of Shares.The Number of Shares that Holder shall be entitled to purchase pursuant to this Warrant shall be determined as follows: (a) (i) 1%, multiplied by (ii) the total principal amount of Term Loans provided to the Company pursuant to that certain Loan and Security Agreement dated on or about August 9, 2013 between Holder and the Company, divided by (b) the Initial Exercise Price.

ARTICLE 2

ADJUSTMENTS TO THE SHARES

2.1Stock Dividends, Splits, Etc. If the Company declares or pays a dividend on its common stock payable in common stock, or other securities, or subdivides the outstanding common

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stock into a greater amount of common stock, then upon exercise of this warrant, for each Share acquired, Holder shall receive, without cost to Holder, the total number and kind of securities to which Holder would have been entitled had Holder owned the Shares of record as of the date the dividend or subdivision occurred.

2.2Reclassification, Exchange or Substitution. Upon any reclassification, exchange, substitution, or other event that results in a change of the number and/or class of the securities issuable upon exercise or conversion of this warrant, Holder shall be entitled to receive, upon exercise or conversion of this warrant, the number and kind of securities and property that Holder would have received for the Shares if this warrant had been exercised immediately before such reclassification, exchange, substitution, or other event. Such an event shall include any automatic conversion of the outstanding or issuable securities of the Company of the same class or series as the Shares to common stock pursuant to the terms of the Charter upon the closing of a registered public offering of the Company’s common stock. The Company or its successor shall promptly issue to Holder a new warrant for such new securities or other property. The new warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 2 including, without limitation, adjustments to the Warrant Price and to the number of securities or property issuable upon exercise of the new warrant. The provisions of this Section 2.2 shall similarly apply to successive reclassifications, exchanges, substitutions, or other events.

2.3Adjustments for Combinations, Etc. If the outstanding Shares are combined or consolidated, by reclassification or otherwise, into a lesser number of shares, the Warrant Price shall be proportionately increased. If the outstanding Shares are combined or consolidated, by reclassification or otherwise, into a greater number of shares, the Warrant Price shall be proportionately decreased.

2.4Adjustments for Diluting Issuances.In the event of the issuance (a “Diluting Issuance”) by the Company after the Issue Date of securities at a price per share less than the Warrant Price, then the number of shares of common stock issuable upon conversion of the Shares shall be adjusted in accordance with those provisions of the Charter that apply to Diluting Issuances.

2.5Certificate as to Adjustments.Upon each adjustment of the Warrant Price, the Company at its expense shall promptly compute such adjustment, and furnish Holder with a certificate of its Chief Financial Officer setting forth such adjustment and the facts upon which such adjustment is based. The Company shall, upon written request, furnish Holder a certificate setting forth the Warrant Price in effect upon the date thereof and the series of adjustments leading to such Warrant Price.

2.6Fractional Shares.No fractional Shares shall be issuable upon exercise or conversion of the Warrant and the Number of Shares to be issued shall be rounded down to the nearest whole Share. If a fractional share interest arises upon any exercise or conversion of the

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Warrant, the Company shall eliminate such fractional share interest by paying Holder amount computed by multiplying the fractional interest by the fair market value of a full Share.

ARTICLE 3

REPRESENTATIONS AND COVENANTS OF THE COMPANY

3.1Representations and Warranties.The Company hereby represents and warrants to the Holder as follows:

(a)The initial Warrant Price referenced on the first page of this warrant is not greater than the fair market value of the Shares as of the date of this warrant.

(b)All Shares which may be issued upon the exercise of the purchase right represented by this warrant, and all securities, if any, issuable upon conversion of the Shares, shall, upon issuance, be duly authorized, validly issued, fully paid and nonassessable, and free of any liens and encumbrances except for restrictions on transfer provided for herein or under applicable federal and state securities laws.

(c)The Company’s capitalization table attached to this warrant is true and complete as of the Issue Date.

3.2Notice of Certain Events.The Company shall provide Holder with not less than 10 days prior written notice, including a description of the material facts surrounding, any of the following events: (a) declaration of any dividend or distribution upon its common stock, whether in cash, property, stock, or other securities and whether or not a regular cash dividend; (b) effecting any reclassification or recapitalization of common stock; or (c) an Acquisition.

3.3Information Rights.So long as the Holder holds this warrant and/or any of the Shares, the Company shall deliver to the Holder within one hundred eighty (180) days after the end of each fiscal year of the Company, the annual audited financial statements of the Company certified by independent public accountants of recognized standing.

3.4Registration Under Securities Act of 1933, as amended. The Company agrees that the Shares or, if the Shares are convertible into common stock of the Company, such common stock, shall be “Registrable Securities”, and Holder shall be a “Holder” under the Investor Rights Agreement among the Company and other persons dated as of April 23, 2013.

ARTICLE 4

MISCELLANEOUS

4.1Term: Exercise Upon Expiration.This warrant is exercisable in whole or in part, at any time and from time to time on or before the Expiration Date set forth above; provided,

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however, that if the Company completes its initial public offering within the 210 day period immediately prior to the Expiration Date, the Expiration Date shall automatically be extended until 210 days after the effective date of the Company’s initial public offering. If this warrant has not been exercised prior to the Expiration Date, this warrant shall be deemed to have been automatically exercised on the Expiration Date by “cashless” conversion pursuant to Section 1.2.

4.2Legends. This warrant and the Shares (and the securities issuable, directly or indirectly, upon conversion of the Shares, if any) shall be imprinted with a legend in substantially the following form:

THIS SECURITY HAS 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.

4.3Representations of Holder.With respect to this Warrant, Holder represents and warrants to Company as follows:

4.3.1Experience. Holder is experienced in evaluating and investing in companies engaged in businesses similar to that of Company; Holder understands that investment in this Warrant involves substantial risks; Holder has made detailed inquiries concerning Company, its business and services, its officers and its personnel; the officers of Company have made available to Holder any and all written information Holder has requested; the officers of Company have answered to Holder’s satisfaction all inquiries made by it; in making this investment it has relied upon information made available to it by Company; and Holder has such knowledge and experience in financial and business matters that Holder is capable of evaluating the merits and risks of investment in Company and is able to bear the economic risk of that investment.

4.3.2Investment. Holder is acquiring this Warrant and the Shares solely for investment for its own account and not with a view to, or for resale in connection with, any distribution thereof. The Holder also represents that the entire legal and beneficial interests of the Warrant and Shares the Holder is acquiring is being acquired for, and will be held for, its account only.

4.3.3Securities Are Not Registered. (a) The Holder understands that the Warrant and the Shares have not been registered under the Securities Act of 1933, as amended (the “Act”) on the basis that no distribution or public offering of the stock of the Company is to be effected. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intention; (b) the Holder recognizes that the Warrant and the Shares must be held indefinitely unless they are subsequently registered under the Act or an exemption from such registration is available. The Holder recognizes that the Company has no obligation to register the Warrant or the Shares of

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the Company, or to comply with any exemption from such registration and (c) the Holder is aware that neither the Warrant nor the Shares may be sold pursuant to Rule 144 adopted under the Act unless certain conditions are met, including, among other things, the existence of a public market for the shares, the availability of certain current public information about the Company, the resale following the required holding period under Rule 144 and the number of shares being sold during any three month period not exceeding specified limitations. Holder is aware that the conditions for resale set forth in Rule 144 have not been satisfied and that the Company presently has no plans to satisfy these conditions in the foreseeable future.

4.3.4Accredited Investor. The Holder is an “accredited investor” within the meaning of Regulation D promulgated under the Act.

4.4Compliance with Securities Laws on Transfer.This warrant and the Shares issuable upon exercise of this warrant (and the securities issuable, directly or indirectly, upon conversion of the Shares, if any) may not be transferred or assigned in whole or in part without compliance with applicable federal and state securities laws by the transferor and the transferee. The Company shall not require Holder to provide an opinion of counsel if the transfer is to an affiliate of Holder or if there is no material question as to the availability of current information as referenced in Rule 144(c), Holder represents that it has complied with Rule 144 (d) and (e) in reasonable detail, the selling broker represents that it has complied with Rule 144(f), and the Company is provided with a copy of Holder’s notice of proposed sale.

4.5Transfer Procedure.Subject to the provisions of Section 4.4, Holder may transfer all or part of this warrant or the Shares issuable upon exercise of this warrant (or the securities issuable, directly or indirectly, upon conversion of the Shares, if any) by giving the Company notice of the portion of the warrant being transferred setting forth the name, address and taxpayer identification number of the transferee and surrendering this warrant to the Company for reissuance to the transferee(s) (and Holder, if applicable). No surrender or reissuance shall be required if the transfer is to an affiliate of Holder.

4.6Notices. All notices and other communications from the Company to the Holder, or vice versa, shall be deemed delivered and effective when given personally or mailed by first‑class registered or certified mail, postage prepaid, at such address as may have been furnished to the Company or the Holder, as the case may be, in writing by the Company or such Holder from time to time. All notices to the Holder shall be addressed as follows:

Square 1 Bank

Attn: Warrant Administrator

406 Blackwell Street, Suite 240

Crowe Building

Durham, NC 27701

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4.7Amendments.This warrant and any term hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought.

4.8Attorneys’ Fees.In the event of any dispute between the parties concerning the terms and provisions of this warrant, the party prevailing in such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorneys’ fees.

4.9Governing Law.This warrant shall be governed by and construed in accordance with the laws of the State of California, without giving effect to its principles regarding conflicts of law.

4.10“Market Stand‑Off” Agreement. The Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s initial public offering and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days) (or such longer period, not to exceed 34 days after the expiration of the 180‑day period,) (i) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock or any securities convertible into or exercisable or exchangeable for common stock held immediately prior to the effectiveness of the registration statement for such offering, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of common stock or other securities, in cash or otherwise. The foregoing provisions of this Section 4.10 shall apply only to the Company’s initial offering of equity securities, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the Holders if all officers, directors and greater than one percent (1%) stockholders of the Company enter into similar agreements. The underwriters in connection with the Company’s initial public offering are intended third party beneficiaries of this Section 4.10 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. The Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in the Company’s initial public offering that are consistent with this Section 4.10 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply to the Holder pro rata based on the number of shares subject to such agreements. In order to enforce the foregoing covenant, the Company may impose stop transfer instructions with respect to the Shares (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Notwithstanding the foregoing, if (i) during the last seventeen (17) days of the one hundred eighty (180)‑day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the one hundred eighty (180)‑day restricted period, the Company announces that it will release earnings results during the

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sixteen (16)‑day period beginning on the last day of the one hundred eighty (180)‑day period, the restrictions imposed by this Section 4.10 shall continue to apply until the expiration of the eighteen (18)‑day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

[Signature Page Follows]

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IN WITNESS WHEREOF, the undersigned has executed this Warrant to Purchase Stock the date set forth above.

GUARDANT HEALTH, INC.
By:	/s/ Michael Wiley
Name:	Michael Wiley
Title:	CFO

[Signature Page to Warrant to Purchase Stock]

APPENDIX 1

NOTICE OF EXERCISE

1.    The undersigned hereby elects to purchase __________ shares of the Series A Preferred Stock (the “Shares”) of GUARDANT HEALTH, INC. pursuant to the terms of the attached warrant, and tenders herewith payment of the purchase price of such shares in full.

1.The undersigned hereby elects to convert the attached warrant into shares in the manner specified in the warrant. This conversion is exercised with respect to __________ of the shares covered by the warrant.

[Strike paragraph that does not apply.]

2.Please issue a certificate or certificates representing said shares in the name of the undersigned or in such other name as is specified below:

Square 1 Bank

Attn: Warrant Administrator

406 Blackwell Street, Suite 240

Fowler Building

Durham, NC 27701

3.The undersigned represents that (i) the aforesaid Shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares; (ii) the undersigned is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision regarding its investment in the Company; (iii) the undersigned is experienced in making investments of this type and has such knowledge and background in financial and business matters that the undersigned is capable of evaluating the merits and risks of this investment and protecting the undersigned’s own interests; (iv) the undersigned understands that Shares issuable upon exercise of this Warrant have not been registered under the Securities Act of 1933, as amended (the “Act”), by reason of a specific exemption from the registration provisions of the Act, which exemption depends upon, among other things, the bona fide nature of the investment intent as expressed herein, and, because such securities have not been registered under the Act, they must be held indefinitely unless subsequently registered under the Act or an exemption from such registration is available; (v) the undersigned is aware that the aforesaid Shares may not be sold pursuant to Rule 144 adopted under the Act unless certain conditions are met and until the undersigned has held the shares for the number of years prescribed by Rule 144, that among the conditions for use of the Rule is the availability of current information to the public about the Company and the Company has not made

such information available and has no present plans to do so; and (vi) the undersigned agrees not to make any disposition of all or any part of the aforesaid shares of Shares unless and until there is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with said registration statement, or, if reasonably requested by the Company, the undersigned has provided the Company with an opinion of counsel satisfactory to the Company, stating that such registration is not required.

SQUARE 1 BANK or Registered Assignee

(Signature)

(Date)

EX-4.3

Exhibit 4.3

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.

SECOND WARRANT TO PURCHASE STOCK

Corporation: Number of Shares: Class of Stock: Initial Exercise Price: Issue Date: Expiration Date: GUARDANT HEALTH, INC. As determined pursuant to Section 1.7 Series B Preferred $3.15525 per share October 28, 2014 October 28, 2024

THIS WARRANT CERTIFIES THAT, for good and valuable consideration, the receipt of which is hereby acknowledged, SQUARE 1 BANK or its assignee (“Holder”) is entitled to purchase the number of fully paid and nonassessable shares of the class of securities (the “Shares”) of the corporation (the “Company”) at the initial exercise price per Share (the “Warrant Price”) all as set forth above and as adjusted pursuant to Article 2 of this warrant, subject to the provisions and upon the terms and conditions set forth in this warrant.

ARTICLE 1

EXERCISE

1.1Method of Exercise. Holder may exercise this warrant by delivering this warrant and a duly executed Notice of Exercise in substantially the form attached as Appendix 1 to the principal office of the Company. Unless Holder is exercising the conversion right set forth in Section 1.2, Holder shall also deliver to the Company a check for the aggregate Warrant Price for the Shares being purchased.

1.2Conversion Right. In lieu of exercising this warrant as specified in Section 1.1, Holder may from time to time convert this warrant, in whole or in part, into a number of Shares determined by dividing (a) the aggregate fair market value of the Shares or other securities otherwise issuable upon exercise of this warrant minus the aggregate Warrant Price of such Shares by (b) the fair market value of one Share. The fair market value of the Shares shall be determined pursuant to Section 1.3.

1.3Fair Market Value. If the Shares are traded regularly in a public market, the fair market value of the Shares shall be the closing price of the Shares (or the closing price of the Company’s stock into which the Shares are convertible) reported for the business day immediately before Holder delivers its Notice of Exercise to the Company. If the Shares are not regularly traded

in a public market, the Board of Directors of the Company shall determine fair market value in its reasonable good faith judgment.

1.4Delivery of Certificate and New Warrant. Promptly after Holder exercises or converts this warrant, the Company shall deliver to Holder certificates for the Shares acquired and, if this warrant has not been fully exercised or converted and has not expired, a new warrant representing the Shares not so acquired.

1.5Replacement of Warrants. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this warrant and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form and amount to the Company or, in the case of mutilation, on surrender and cancellation of this warrant, the Company at its expense shall execute and deliver, in lieu of this warrant, a new warrant of like tenor.

1.6Repurchase on Sale, Merger, or Consolidation of the Company.

1.6.1“Acquisition.” For the purpose of this warrant, “Acquisition” shall mean a Liquidation Event, as such term is defined in the Company’s Certificate of Incorporation, as in effect on the Issue Date (the “Charter”)

1.6.2Assumption. If upon the closing of any Acquisition the successor entity assumes the obligations of this warrant, then this warrant shall be exercisable for the same securities, cash, and property as would be payable for the Shares issuable upon exercise of the unexercised portion of this warrant as if such Shares were outstanding on the record date for the Acquisition and subsequent closing. The Warrant price shall be adjusted accordingly.

1.6.3Nonassumption. Upon the closing (at any time on or before the Expiration Date) of any Acquisition in which the successor entity does not assume the obligations of this warrant and Holder has not otherwise exercised this warrant in full, then this warrant shall be deemed to have been automatically converted pursuant to Section 1.2 and thereafter Holder shall participate in the Acquisition on the same terms as other holders of the same class of securities of the Company.

1.7Determination of Number of Shares. The Number of Shares that Holder shall be entitled to purchase pursuant to this Warrant shall be determined as follows: (a) (i) 1%, multiplied by (ii) the total principal amount of Equipment Advances and, if applicable, Term Loans B (which shall not exceed $7,500,000), provided to the Company pursuant to that certain Loan and Security Agreement dated on or about August 9, 2013 between Holder and the Company, as amended from time to time, including without limitation by that certain Second Amendment to Loan and Security Agreement dated on or about October 28, 2014, divided by (b) the Initial Exercise Price.

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ARTICLE 2

ADJUSTMENTS TO THE SHARES

2.1Stock Dividends, Splits, Etc. If the Company declares or pays a dividend on its common stock payable in common stock, or other securities, or subdivides the outstanding common stock into a greater amount of common stock, then upon exercise of this warrant, for each Share acquired, Holder shall receive, without cost to Holder, the total number and kind of securities to which Holder would have been entitled had Holder owned the Shares of record as of the date the dividend or subdivision occurred.

2.2Reclassification, Exchange or Substitution. Upon any reclassification, exchange, substitution, or other event that results in a change of the number and/or class of the securities issuable upon exercise or conversion of this warrant, Holder shall be entitled to receive, upon exercise or conversion of this warrant, the number and kind of securities and property that Holder would have received for the Shares if this warrant had been exercised immediately before such reclassification, exchange, substitution, or other event. Such an event shall include any automatic conversion of the outstanding or issuable securities of the Company of the same class or series as the Shares to common stock pursuant to the terms of the Charter upon the closing of a registered public offering of the Company’s common stock. The Company or its successor shall promptly issue to Holder a new warrant for such new securities or other property. The new warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 2 including, without limitation, adjustments to the Warrant Price and to the number of securities or property issuable upon exercise of the new warrant. The provisions of this Section 2.2 shall similarly apply to successive reclassifications, exchanges, substitutions, or other events.

2.3Adjustments for Combinations, Etc. If the outstanding Shares are combined or consolidated, by reclassification or otherwise, into a lesser number of shares, the Warrant Price shall be proportionately increased. If the outstanding Shares are combined or consolidated, by reclassification or otherwise, into a greater number of shares, the Warrant Price shall be proportionately decreased.

2.4Adjustments for Diluting Issuances. In the event of the issuance (a “Diluting Issuance”) by the Company after the Issue Date of securities at a price per share less than the Warrant Price, then the number of shares of common stock issuable upon conversion of the Shares shall be adjusted in accordance with those provisions of the Charter that apply to Diluting Issuances.

2.5Certificate as to Adjustments. Upon each adjustment of the Warrant Price, the Company at its expense shall promptly compute such adjustment, and furnish Holder with a certificate of its Chief Financial Officer setting forth such adjustment and the facts upon which such adjustment is based. The Company shall, upon written request, furnish Holder a certificate setting

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forth the Warrant Price in effect upon the date thereof and the series of adjustments leading to such Warrant Price.

2.6Fractional Shares. No fractional Shares shall be issuable upon exercise or conversion of the Warrant and the Number of Shares to be issued shall be rounded down to the nearest whole Share. If a fractional share interest arises upon any exercise or conversion of the Warrant, the Company shall eliminate such fractional share interest by paying Holder amount computed by multiplying the fractional interest by the fair market value of a full Share.

ARTICLE 3

REPRESENTATIONS AND COVENANTS OF THE COMPANY

3.1Representations and Warranties. The Company hereby represents and warrants to the Holder as follows:

(a)The initial Warrant Price referenced on the first page of this warrant is not greater than the fair market value of the Shares as of the date of this warrant.

(b)All Shares which may be issued upon the exercise of the purchase right represented by this warrant, and all securities, if any, issuable upon conversion of the Shares, shall, upon issuance, be duly authorized, validly issued, fully paid and nonassessable, and free of any liens and encumbrances except for restrictions on transfer provided for herein or under applicable federal and state securities laws.

(c)The Company’s capitalization table attached to this warrant is true and complete as of the Issue Date.

3.2Notice of Certain Events. The Company shall provide Holder with not less than 10 days prior written notice, including a description of the material facts surrounding, any of the following events: (a) declaration of any dividend or distribution upon its common stock, whether in cash, property, stock, or other securities and whether or not a regular cash dividend; (b) effecting any reclassification or recapitalization of common stock; or (c) an Acquisition.

3.3Information Rights. So long as the Holder holds this warrant and/or any of the Shares, the Company shall deliver to the Holder within one hundred eighty (180) days after the end of each fiscal year of the Company, the annual audited financial statements of the Company certified by independent public accountants of recognized standing.

3.4Registration Under Securities Act of 1933, as amended. The Company agrees that the Shares or, if the Shares are convertible into common stock of the Company, such common stock, shall be “Registrable Securities”, and Holder shall be a “Holder” under the Investor Rights Agreement among the Company and other persons dated as of April 23, 2013.

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ARTICLE 4

MISCELLANEOUS

4.1Term: Exercise Upon Expiration. This warrant is exercisable in whole or in part, at any time and from time to time on or before the Expiration Date set forth above; provided, however, that if the Company completes its initial public offering within the 210 day period immediately prior to the Expiration Date, the Expiration Date shall automatically be extended until 210 days after the effective date of the Company’s initial public offering. If this warrant has not been exercised prior to the Expiration Date, this warrant shall be deemed to have been automatically exercised on the Expiration Date by “cashless” conversion pursuant to Section 1.2.

4.2Legends. This warrant and the Shares (and the securities issuable, directly or indirectly, upon conversion of the Shares, if any) shall be imprinted with a legend in substantially the following form:

THIS SECURITY HAS 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.

4.3Representations of Holder. With respect to this Warrant, Holder represents and warrants to Company as follows:

4.3.1Experience. Holder is experienced in evaluating and investing in companies engaged in businesses similar to that of Company; Holder understands that investment in this Warrant involves substantial risks; Holder has made detailed inquiries concerning Company, its business and services, its officers and its personnel; the officers of Company have made available to Holder any and all written information Holder has requested; the officers of Company have answered to Holder’s satisfaction all inquiries made by it; in making this investment it has relied upon information made available to it by Company; and Holder has such knowledge and experience in financial and business matters that Holder is capable of evaluating the merits and risks of investment in Company and is able to bear the economic risk of that investment.

4.3.2Investment. Holder is acquiring this Warrant and the Shares solely for investment for its own account and not with a view to, or for resale in connection with, any distribution thereof. The Holder also represents that the entire legal and beneficial interests of the Warrant and Shares the Holder is acquiring is being acquired for, and will be held for, its account only.

4.3.3Securities Are Not Registered. (a) The Holder understands that the Warrant and the Shares have not been registered under the Securities Act of 1933, as amended (the “Act”) on the basis that no distribution or public offering of the stock of the Company is to be effected. The Holder realizes that the basis for the exemption may not be present if, notwithstanding its

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representations, the Holder has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the securities. The Holder has no such present intention; (b) the Holder recognizes that the Warrant and the Shares must be held indefinitely unless they are subsequently registered under the Act or an exemption from such registration is available. The Holder recognizes that the Company has no obligation to register the Warrant or the Shares of the Company, or to comply with any exemption from such registration and (c) the Holder is aware that neither the Warrant nor the Shares may be sold pursuant to Rule 144 adopted under the Act unless certain conditions are met, including, among other things, the existence of a public market for the shares, the availability of certain current public information about the Company, the resale following the required holding period under Rule 144 and the number of shares being sold during any three month period not exceeding specified limitations. Holder is aware that the conditions for resale set forth in Rule 144 have not been satisfied and that the Company presently has no plans to satisfy these conditions in the foreseeable future.

4.3.4Accredited Investor. The Holder is an “accredited investor” within the meaning of Regulation D promulgated under the Act.

4.4Compliance with Securities Laws on Transfer. This warrant and the Shares issuable upon exercise of this warrant (and the securities issuable, directly or indirectly, upon conversion of the Shares, if any) may not be transferred or assigned in whole or in part without compliance with applicable federal and state securities laws by the transferor and the transferee. The Company shall not require Holder to provide an opinion of counsel if the transfer is to an affiliate of Holder or if there is no material question as to the availability of current information as referenced in Rule 144(c), Holder represents that it has complied with Rule 144 (d) and (e) in reasonable detail, the selling broker represents that it has complied with Rule 144(f), and the Company is provided with a copy of Holder’s notice of proposed sale.

4.5Transfer Procedure. Subject to the provisions of Section 4.4, Holder may transfer all or part of this warrant or the Shares issuable upon exercise of this warrant (or the securities issuable, directly or indirectly, upon conversion of the Shares, if any) by giving the Company notice of the portion of the warrant being transferred setting forth the name, address and taxpayer identification number of the transferee and surrendering this warrant to the Company for reissuance to the transferee(s) (and Holder, if applicable). No surrender or reissuance shall be required if the transfer is to an affiliate of Holder.

4.6Notices. All notices and other communications from the Company to the Holder, or vice versa, shall be deemed delivered and effective when given personally or mailed by first‑class registered or certified mail, postage prepaid, at such address as may have been furnished to the Company or the Holder, as the case may be, in writing by the Company or such Holder from time to time. All notices to the Holder shall be addressed as follows:

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Square 1 Bank

Attn: Warrant Administrator

406 Blackwell Street, Suite 240

Crowe Building

Durham, NC 27701

4.7Amendments. This warrant and any term hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought.

4.8Attorneys’ Fees. In the event of any dispute between the parties concerning the terms and provisions of this warrant, the party prevailing in such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorneys’ fees.

4.9Governing Law. This warrant shall be governed by and construed in accordance with the laws of the State of California, without giving effect to its principles regarding conflicts of law.

4.10“Market Stand‑Off” Agreement. The Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s initial public offering and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days) (or such longer period, not to exceed 34 days after the expiration of the 180‑day period,) (i) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock or any securities convertible into or exercisable or exchangeable for common stock held immediately prior to the effectiveness of the registration statement for such offering, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of common stock or other securities, in cash or otherwise. The foregoing provisions of this Section 4.10 shall apply only to the Company’s initial offering of equity securities, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the Holders if all officers, directors and greater than one percent (1%) stockholders of the Company enter into similar agreements. The underwriters in connection with the Company’s initial public offering are intended third party beneficiaries of this Section 4.10 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. The Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in the Company’s initial public offering that are consistent with this Section 4.10 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply to the Holder pro rata based on the number of shares subject to such agreements. In order to enforce the foregoing covenant,

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the Company may impose stop transfer instructions with respect to the Shares (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Notwithstanding the foregoing, if (i) during the last seventeen (17) days of the one hundred eighty (180)‑day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the one hundred eighty (180)‑day restricted period, the Company announces that it will release earnings results during the sixteen (16)‑day period beginning on the last day of the one hundred eighty (180)‑day period, the restrictions imposed by this Section 4.10 shall continue to apply until the expiration of the eighteen (18)‑day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

[Signature Page Follows]

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IN WITNESS WHEREOF, the undersigned has executed this Warrant to Purchase Stock as of the date set forth above.

GUARDANT HEALTH, INC.
By:	/s/ Michael Wiley
Name:	Michael Wiley
Title:	CFO

[Signature Page to Warrant to Purchase Stock]

APPENDIX 1

NOTICE OF EXERCISE

1.    The undersigned hereby elects to purchase _________ shares of the Series B Preferred Stock (the “Shares”) of GUARDANT HEALTH, INC. pursuant to the terms of the attached warrant, and tenders herewith payment of the purchase price of such shares in full.

1.The undersigned hereby elects to convert the attached warrant into shares in the manner specified in the warrant. This conversion is exercised with respect to ____________ of the shares covered by the warrant.

[Strike paragraph that does not apply.]

2.Please issue a certificate or certificates representing said shares in the name of the undersigned or in such other name as is specified below:

Square 1 Bank

Attn: Warrant Administrator

406 Blackwell Street, Suite 240

Fowler Building

Durham, NC 27701

3.The undersigned represents that (i) the aforesaid Shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares; (ii) the undersigned is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision regarding its investment in the Company; (iii) the undersigned is experienced in making investments of this type and has such knowledge and background in financial and business matters that the undersigned is capable of evaluating the merits and risks of this investment and protecting the undersigned’s own interests; (iv) the undersigned understands that Shares issuable upon exercise of this Warrant have not been registered under the Securities Act of 1933, as amended (the “Act”), by reason of a specific exemption from the registration provisions of the Act, which exemption depends upon, among other things, the bona fide nature of the investment intent as expressed herein, and, because such securities have not been registered under the Act, they must be held indefinitely unless subsequently registered under the Act or an exemption from such registration is available; (v) the undersigned is aware that the aforesaid Shares may not be sold pursuant to Rule 144 adopted under the Act unless certain conditions are met and until the undersigned has held the shares for the number of years prescribed by Rule 144, that among the conditions for use of the Rule is the availability of current information to the public about the Company and the Company has not made such information available and has no present plans to do so; and (vi) the undersigned

agrees not to make any disposition of all or any part of the aforesaid shares of Shares unless and until there is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with said registration statement, or, if reasonably requested by the Company, the undersigned has provided the Company with an opinion of counsel satisfactory to the Company, stating that such registration is not required.

SQUARE 1 BANK or Registered Assignee

(Signature)

(Date)

EX-10.1

Exhibit 10.1

GUARDANT HEALTH, INC.

AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is made as of the 9^th 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”.

RECITALS

WHEREAS, certain of the Investors (the “Existing Investors”) hold shares of the Company’s Series A Preferred Stock, par value $0.00001 per share, (the “Series A Preferred Stock”), the Company’s Series B Preferred Stock, par value $0.00001 per share, (the “Series B Preferred Stock”), the Company’s Series C Preferred Stock, par value $0.00001 per share, (the “Series C Preferred Stock”) and the Company’s Series D Preferred Stock, par value $0.00001 per share (the “Series D Preferred Stock”) and possess certain registration rights, information rights, rights of first offer and other rights pursuant to an Amended and Restated Investors’ Rights Agreement, dated as of December 21, 2015, by and among the Company and the Existing Investors (the “Prior Agreement”);

WHEREAS, the Existing Investors that are signatories hereto are holders of a majority of the Registrable Securities (as defined in the Prior Agreement) of the Company and desire to amend and restate the Prior Agreement in its entirety and to accept the rights created pursuant to this Agreement in lieu of the rights granted to them under the Prior Agreement;

WHEREAS, the Company and certain of the Investors are parties to that certain Series E Preferred Stock Purchase Agreement of even date herewith (the “Purchase Agreement”) pursuant to which the Investors listed on Schedule A thereto are purchasing shares of the Company’s Series E Preferred Stock, par value $0.00001 per share, (the “Series E Preferred Stock,” together with the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock, the “Preferred Stock”); and

WHEREAS, in order to induce the Company to enter into the Purchase Agreement and to induce the Investors to invest funds in the Company pursuant to the Purchase Agreement, the Existing Investors and the Company hereby agree that this Agreement shall govern, among other things, the rights of the Investors to cause the Company to register shares of Common Stock issuable to the Investors, to receive certain information from the Company, and to participate in future equity offerings by the Company, and shall govern certain other matters as set forth in this Agreement.

AGREEMENT

NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

1.Registration Rights. The Company covenants and agrees as follows:

1.1Definitions. For purposes of this Agreement:

(a)“Act” means the Securities Act of 1933, as amended.

(b)“Affiliate” means, with respect to any specified person, any other person who or which, directly or indirectly, controls, is controlled by, or is under common control with such specified

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person, including, without limitation, any general partner, officer, director or manager of such person and any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or is under common investment management with, such person.

(c)“Form S-3” means such form under the Act as in effect on the date hereof or any registration form under the Act subsequently adopted by the SEC that permits inclusion or incorporation of substantial information by reference to other documents filed by the Company with the SEC.

(d)“Founders” means Helmy Eltoukhy and AmirAli Talasaz.

(e)“Free Writing Prospectus” means a free-writing prospectus, as defined in Rule 405.

(f)“Holder” means any person owning or having the right to acquire Registrable Securities or any assignee thereof in accordance with Section 1.11 hereof.

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

(h)“Lender” means Square 1 Bank.

(i)“Lender Warrants” means those certain warrants to purchase up to (i) 5,386 shares of Series A Preferred Stock (as equitably adjusted for stock splits, combinations, dividends, recapitalizations and the like) issued to Lender dated September 12, 2013 and (ii) 4,965 shares of Series B Preferred Stock (as equitably adjusted for stock splits, combinations, dividends, recapitalizations and the like) issued to Lender dated November 26, 2014.

(j)“Lender Warrant Shares” means shares of the Company’s Common Stock issued or issuable upon conversion of shares of the Series A Preferred Stock and Series B Preferred issuable upon exercise of the Lender Warrants.

(k)“Liquidation Event” shall have the same meaning as set forth in the Restated Certificate.

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

(m)“Qualified Public Offering” shall have the same meaning as set forth in the Restated Certificate.

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

(o)“Registrable Securities” means (i) the Common Stock issuable or issued upon conversion of the Preferred Stock, including the Lender Warrant Shares; (ii) any Common Stock of the Company issued as (or issuable upon the conversion or exercise of any warrant, right or other security that is issued as) a dividend or other distribution with respect to, or in exchange for, or in replacement of, the shares referenced in (i) above, excluding in all cases, however, any Registrable Securities sold by a person in a transaction in which his rights under this Section 1 are not assigned; and (iii) for purposes of Section

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2.5 only, the Common Stock issued or issuable upon conversion or exercise of any convertible security then outstanding. In addition, the number of shares of Registrable Securities outstanding shall equal the aggregate of the number of shares of Common Stock outstanding that are, and the number of shares of Common Stock issuable pursuant to then exercisable or convertible securities that are, Registrable Securities.

(p)“Restated Certificate” means the Company’s Amended and Restated Certificate of Incorporation, as amended and/or restated from time to time.

(q)“Rule 144” means Rule 144 under the Act.

(r)“Rule 144(b)(1)(i)” means subsection (b)(1)(i) of Rule 144 under the Act as it applies to persons who have held shares for more than one (1) year.

(s)“Rule 405” means Rule 405 under the Act.

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

(u)“Sequoia” means Sequoia Capital USV XIV Holdco, Ltd. or its Affiliates (collectively, “Sequoia”).

(v)“Preferred Directors” shall have the same meaning as set forth in the Restated Certificate.

1.2Request for Registration.

(a)Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) five (5) years after the date of the Purchase Agreement or (ii) six (6) months after the effective date of the Initial Offering, a written request from the Holders of a majority of the Registrable Securities then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of at least a majority of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $7,500,000), then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use all commercially reasonable efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a).

(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 1.2, and the Company shall include such information in the written notice referred to in Section 1.2(a). 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 (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) 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 those Initiating Holders holding 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

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this Section 1.2, if the underwriter advises the Company that marketing factors require a limitation on the number of securities 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 pro rata based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration.

(c)Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 1.2:

(i)in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act;

(ii)after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective;

(iii)during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date one hundred eighty (180) days following the effective date of a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective;

(iv)if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4 hereof; or

(v)if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors 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 ninety (90) days after receipt of the request of the Initiating Holders, provided that such right shall be exercised by the Company not more than once in any twelve (12) month period and providedfurther that the Company shall not register any securities for the account of itself or any other stockholder during such ninety (90) 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 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).

1.3Company Registration.

(a)If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock or other securities under the Act in connection with the public offering of such securities (other than (i) a registration relating to a demand pursuant to Section 1.2 or (ii) a registration relating solely

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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 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), the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with Section 4.5, the Company shall, subject to the provisions of Section 1.3(c), use all commercially reasonable efforts to cause to be registered under the Act all of the Registrable Securities that each such Holder requests to be registered.

(b)Right to Terminate Registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The expenses of such withdrawn registration shall be borne by the Company in accordance with Section 1.7 hereof.

(c)Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 1.3 to include any of the Holders’ securities in such underwriting unless such Holders accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with such underwriters, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other stockholders’ securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders based on the number of Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoing, in no event shall the amount of securities of the selling Holders included in the offering be reduced below twenty-five percent (25%) of the total amount of securities included in such offering, unless such offering is the Initial Offering, in which case the selling Holders may be excluded entirely if the underwriters make the determination described above and no other stockholder’s securities are included in such offering. For purposes of the preceding sentence concerning apportionment, for any selling stockholder that is a Holder of Registrable Securities and that is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling Holder,” and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate amount of Registrable Securities owned by all such related entities and individuals.

1.4Form S-3 Registration. In case the Company shall receive from the Holders of at least twenty-five percent (25%) of Registrable Securities (for purposes of this Section 1.4, the “S-3 Initiating Holders”) a written request or requests that the Company effect a registration on Form S-3 and any related

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qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shall:

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

(b)use all commercially reasonable efforts to effect, as soon as practicable, 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 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 1.4:

(i)if Form 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 (net of any underwriters’ discounts or commissions) of less than $1,000,000;

(iii)if the Company shall furnish to all Holders requesting a registration statement pursuant to this Section 1.4 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board of Directors 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 ninety (90) days after receipt of the request of the S-3 Initiating Holders, provided that such right shall be exercised by the Company not more than once in any twelve (12) month period and providedfurther that the Company shall not register any securities for the account of itself or any other stockholder during such ninety (90) 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 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);

(iv)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;

(v)if the Company, within thirty (30) days of receipt of the request of such S-3 Initiating Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the SEC within one hundred twenty (120) days of receipt of such request (other than a registration effected solely to qualify an employee benefit plan or to effect a business combination pursuant to Rule 145), provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective;

(vi)during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following

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the effective date of a Company-initiated registration subject to Section 1.3 above, provided that the Company is actively employing in good faith all commercially reasonable efforts to cause such registration statement to become effective.

(c)If the S-3 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 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2).

(d)Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the S-3 Initiating Holders. Registrations effected pursuant to this Section 1.4 shall not be counted as requests for registration effected pursuant to Section 1.2.

1.5Obligations of the Company. Whenever required under this Section 1 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 commercially 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 a period of up to one hundred twenty (120) days or, if earlier, until the distribution contemplated in the Registration Statement has been completed;

(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 Act with respect to the disposition of all securities covered by such registration statement;

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

(d)use all commercially 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, provided that 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 of such offering;

(f)notify each Holder of Registrable Securities covered by such registration statement at any time when a prospectus or Free Writing Prospectus (to the extent prepared by or on behalf of the Company) relating thereto is required to be delivered under the 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

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the statements therein not misleading in the light of the circumstances then existing, and, at the request of any such Holder, the Company will, as soon as reasonably practicable, file and furnish to all such Holders a supplement or amendment to such prospectus or Free Writing Prospectus (to the extent prepared by or on behalf of the Company) so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading in light of the circumstances under which they were made;

(g)promptly make available for inspection by the selling Holders, any underwriter(s) participating in any disposition pursuant to such registration statement, and any attorney or accountant or other agent retained by any such underwriter or selected by the selling Holders, all financial and other records, pertinent corporate documents, and properties of the Company, and cause the Company’s officers, directors, employees, and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant, or agent, in each case, as necessary or advisable to verify the accuracy of the information in such registration statement and to conduct appropriate due diligence in connection therewith;

(h)cause all such Registrable Securities registered pursuant to this Section 1 to be listed on a national exchange or trading system and on each securities exchange and trading system on which similar securities issued by the Company are then listed; and

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

Notwithstanding the provisions of this Section 1, the Company shall be entitled to postpone or suspend, for a reasonable period of time, the filing, effectiveness or use of, or trading under, any registration statement if the Company shall determine that any such filing or the sale of any securities pursuant to such registration statement would in the good faith judgment of the Board of Directors of the Company:

(i)materially impede, delay or interfere with any material pending or proposed financing, acquisition, corporate reorganization or other similar transaction involving the Company for which the Board of Directors of the Company has authorized negotiations;

(ii)materially adversely impair the consummation of any pending or proposed material offering or sale of any class of securities by the Company; or

(iii)require disclosure of material nonpublic information that, if disclosed at such time, would be materially harmful to the interests of the Company and its stockholders; provided, however, that during any such period all executive officers and directors of the Company are also prohibited from selling securities of the Company (or any security of any of the Company’s subsidiaries or affiliates).

In the event of the suspension of effectiveness of any registration statement pursuant to this Section 1.5, the applicable time period during which such registration statement is to remain effective shall be extended by that number of days equal to the number of days the effectiveness of such registration statement was suspended.

1.6Information from Holder. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 1 with respect to the Registrable Securities of any selling

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Holder that such Holder shall furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of such Holder’s Registrable Securities.

1.7Expenses of Registration. All reasonable expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Sections 1.2, 1.3 and 1.4, including, without limitation, all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and disbursements of one counsel for the selling Holders shall be borne by the Company. Notwithstanding the foregoing, the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 or Section 1.4 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless, in the case of a registration requested under Section 1.2, the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.2 and provided, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Sections 1.2 and 1.4.

1.8Delay of Registration. 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 1.

1.9Indemnification. In the event any Registrable Securities are included in a registration statement under this Section 1:

(a)To the extent permitted by law, the Company will indemnify and hold harmless each Holder, the partners, members, officers, directors and stockholders of each Holder, legal counsel and accountants for each Holder, any underwriter (as defined in the Act) for such Holder and each person, if any, who controls such Holder or underwriter within the meaning of the Act or the 1934 Act, against any losses, claims, damages or liabilities (joint or several) to which they may become subject under the Act, the 1934 Act, any state securities laws or any rule or regulation promulgated under the Act, 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”): (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement, including any preliminary prospectus, final prospectus, or Free Writing Prospectus contained therein or any amendments or supplements thereto, any issuer information (as defined in Rule 433 of the Act) filed or required to be filed pursuant to Rule 433(d) under the Act or any other document incident to such registration prepared by or on behalf of the Company or used or referred to by the Company, (ii) the omission or alleged omission to state in such registration statement 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 Act, the 1934 Act, any state securities laws or any rule or regulation promulgated under the Act, the 1934 Act or any state securities laws, and the Company will reimburse each such Holder, underwriter, controlling person or other aforementioned 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 as such expenses are incurred; provided, however, that the indemnity agreement contained in this subsection l.9(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without

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the consent of the Company (which consent shall not be unreasonably withheld), 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 that occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by any such Holder, underwriter, controlling person or other aforementioned person.

(b)To the extent permitted by law, each selling Holder, severally and not jointly, will indemnify and hold harmless the Company, each of its directors, each of its officers who has signed the registration statement, each person, if any, who controls the Company within the meaning of the Act, legal counsel and accountants for the Company, any underwriter, any other Holder selling securities in such registration statement and any controlling person of any such underwriter or other Holder, against any losses, claims, damages or liabilities (joint or several) to which any of the foregoing persons may become subject, under the Act, the 1934 Act, any state securities laws or any rule or regulation promulgated under the Act, the 1934 Act or any state securities laws, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Holder expressly for use in connection with such registration; and each such Holder will reimburse any person intended to be indemnified pursuant to this subsection l.9(b) for any legal or other expenses reasonably incurred by such person in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the indemnity agreement contained in this subsection l.9(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), and provided that in no event shall any indemnity under this subsection l.9(b) exceed the net proceeds from the offering received by such Holder.

(c)Promptly after receipt by an indemnified party under this Section 1.9 of notice of the commencement of any action (including any governmental action) for which a party may be entitled to indemnification, such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 1.9, 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 (together with all other indemnified parties that may be represented without conflict by one counsel) shall have the right to retain one (1) separate counsel, with the fees and expenses 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, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of liability to the indemnified party under this Section 1.9 to the extent of such prejudice, but the omission to so 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 1.9.

(d)If the indemnification provided for in this Section 1.9 is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any loss, liability, claim, damage or expense referred to herein, then the indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such loss, liability, claim, damage or expense in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and the indemnified party on the other hand in connection with the statements or omissions that resulted in such loss, liability, claim, damage or expense, as well as any other

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relevant equitable considerations; provided, however, that (i) no contribution by any Holder, when combined with any amounts paid by such Holder pursuant to Section 1.9(b), shall exceed the net proceeds from the offering received by such Holder and (ii) no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) will be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation; and providedfurther that in no event shall a Holder’s liability pursuant to this Section 1.9(d), when combined with the amounts paid or payable by such Holder pursuant to Section 1.9(b), exceed the proceeds from the offering received by such Holder (net of any expenses paid by such Holder). The relative fault of the indemnifying party and the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged 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.

(e)Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control.

(f)The obligations of the Company and Holders under this Section 1.9 shall survive the completion of any offering of Registrable Securities in a registration statement under this Section 1 and otherwise.

1.10Reports Under the 1934 Act. With a view to making available to the Holders the benefits of Rule 144 and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company agrees to:

(a)make and keep public information available, as those terms are understood and defined in Rule 144, at all times after the effective date of the Initial Offering;

(b)file with the SEC in a timely manner all reports and other documents required of the Company under the Act and the 1934 Act; and

(c)furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144 (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company), the Act and the 1934 Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company and (iii) such other information as may be reasonably requested to avail any Holder of any rule or regulation of the SEC that permits the selling of any such securities without registration or pursuant to such form.

1.11Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 1 may be assigned (but only with all related obligations) by a Holder to a transferee or assignee of such securities that (a) is an Affiliate, subsidiary, parent, partner, limited partner, retired partner or stockholder of a Holder, (b) is a Holder’s family member or trust for the benefit of an individual Holder, or (c) after such assignment or transfer, holds at least 1,250,000 shares of Preferred Stock and/or Registrable Securities (appropriately adjusted for any stock split, dividend,

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combination or other recapitalization), provided: (i) the Company is, within a reasonable time after such transfer, furnished with 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; (ii) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, including, without limitation, the provisions of Section 1.13 below; and (iii) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Act.

1.12Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders holding a majority of the Registrable Securities then held by all Holders, enter into any agreement with any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 1.2, Section 1.3 or Section 1.4 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to demand registration of their securities.

1.13“Market Stand-Off” Agreement.

(a)Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s Initial Offering and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (l80) days) (or such longer period, not to exceed 34 days after the expiration of the 180-day period,) (i) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock held immediately prior to the effectiveness of the Registration Statement for such offering, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing provisions of this Section 1.13 shall apply only to the Company’s initial offering of equity securities, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the Holders if all officers, directors and greater than one percent (1%) stockholders of the Company enter into similar agreements. The underwriters in connection with the Company’s Initial Offering are intended third-party beneficiaries of this Section 1.13 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in the Company’s Initial Offering that are consistent with this Section 1.13 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply to all Holders subject to such agreements pro rata based on the number of shares subject to such agreements.

(b)In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Notwithstanding the foregoing, if (i) during the last seventeen (17) days of the one hundred eighty (180)- day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one

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hundred eighty (180)-day period, the restrictions imposed by this Section 1.13 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

(c)Each Holder agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Holder (and the shares or securities of every other person subject to the restriction contained in this Section 1.13):

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.”

1.14Termination of Registration Rights. No Holder shall be entitled to exercise any right provided for in this Section 1 (a) after three (3) years following the consummation of the Initial Offering or (b) as to any Holder, such earlier time after the Initial Offering at which such Holder (i) can sell all shares held by it in compliance with Rule 144(b)(1)(i) or (ii) holds one percent (1%) or less of the Company’s outstanding Common Stock and all Registrable Securities held by such Holder (together with any Affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144) can be sold in any three (3) month period without registration in compliance with Rule 144.

2.Covenants of the Company.

2.1Delivery of Financial Statements. The Company shall, upon request, deliver to each Investor (or transferee of an Investor) that, together with its Affiliates, holds at least 1,250,000 shares of Preferred Stock and/or Registrable Securities (appropriately adjusted for any stock split, dividend, combination or other recapitalization) (a “Major Investor”):

(a)as soon as practicable, but in any event within one hundred twenty (120) days after the end of each fiscal year of the Company, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholders’ equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles (“GAAP”), and audited and certified by independent public accountants of nationally recognized standing selected by the Company;

(b)as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, an unaudited income statement, statement of cash flows for such fiscal quarter and an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP);

(c)as soon as practicable, but in any event at least thirty (30) days prior to the end of each fiscal year, a budget and business plan for the next fiscal year, approved by the Board of Directors (including at least one of the Preferred Directors) and prepared on a monthly basis, including balance sheets,

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income statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; and

(d)such other information relating to the financial condition, business or corporate affairs of the Company as the Major Investor may from time to time request, provided, however, that the Company shall not be obligated under this subsection (d) or any other subsection of Section 2.1 to provide information that (i) it deems in good faith to be a trade secret or similar confidential information or (ii) the disclosure of which would adversely affect the attorney-client privilege between the Company and its counsel.

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. Notwithstanding anything else in this Section 2.1 to the contrary, the Company may cease providing the information set forth in this Section 2.1 during the period starting with the date thirty (30) days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Section 2.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.

2.2Inspection. The Company shall permit each Major Investor, at such Major Investor’s expense, to visit and inspect the Company’s properties, to examine its books of account and records and to discuss the Company’s affairs, finances and accounts with its officers, all at such reasonable times as may be requested by the Major Investor; provided, however, that the Company shall not be obligated pursuant to this Section 2.2 to provide access to any information that it reasonably considers to be a trade secret or similar confidential information.

2.3Confidentiality of Records. Each Major Investor agrees, severally and not jointly, to use the same degree of care as such Major Investor uses to protect its own confidential information to keep confidential any information furnished to such Major Investor pursuant to Section 2.1 and 2.2 hereof that the Company identifies in writing as being confidential or proprietary (so long as such information is not in the public domain), except that such Major Investor may disclose such proprietary or confidential information (i) to its legal counsel, accountants or representatives or, if such Major Investor is a limited partnership or limited liability company, its former partners or members who retained an economic interest in such Major Investor, current or prospective partner of the partnership or any subsequent partnership under common investment management, limited partner, general partner, member or management company of such Major Investor (or any employee or representative of any of the foregoing), so long as such foregoing persons are advised of and agrees or has agreed to be bound by or is otherwise subject to the confidentiality provisions of this Section 2.3 or comparable restrictions; (ii) at such time as it enters the public domain through no fault of such Major Investor; (iii) that is communicated to it free of any obligation of confidentiality; (iv) that is developed by Major 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) that was in its possession or known by it without restriction prior to receipt from the Company.

2.4Termination of Information and Inspection Covenants. The covenants set forth in Sections 2.1 and 2.2 shall terminate and be of no further force or effect upon the earlier to occur of (a) the consummation of the sale of securities pursuant to a registration statement filed by the Company under the Act in connection with the firm commitment underwritten offering of its securities to the general public; (b)

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when the Company first becomes subject to the periodic reporting requirements of Sections 12(g) or 15(d) of the 1934 Act, whichever event shall first occur or (c) the consummation of a Liquidation Event (as defined in the Restated Certificate) in which the consideration received by the Investors is in the form of cash and/or marketable securities.

2.5Right of First Offer. Subject to the terms and conditions specified in this Section 2.5, the Company hereby grants to each Major Investor a right of first offer with respect to future sales by the Company of its Shares (as hereinafter defined). For purposes of this Section 2.5, the term “Major Investor” includes any (i) general partners and affiliates of a Major Investor and (ii) the Founders. A Major Investor (excluding the Founders) shall be entitled to apportion the right of first offer hereby granted it among itself and its partners and Affiliates in such proportions as it deems appropriate.

Each time the Company proposes to offer any shares of, or securities convertible into or exchangeable or exercisable for any shares of, its capital stock (“Shares”), the Company shall first make an offering of such Shares to each Major Investor in accordance with the following provisions:

(a)The Company shall deliver a notice in accordance with Section 4.5 (“Notice”) to the Major Investors stating (i) its bona fide intention to offer such Shares, (ii) the number of such Shares to be offered and (iii) the price and terms upon which it proposes to offer such Shares.

(b)By written notification received by the Company within twenty (20) calendar days after the giving of Notice, each Major Investor may elect to purchase, at the price and on the terms specified in the Notice, up to that portion of such Shares that equals the proportion that the number of shares of Common Stock that are Registrable Securities issued and held by such Major Investor (assuming full conversion and exercise of all convertible and exercisable securities then outstanding) bears to the total number of shares of Common Stock of the Company then outstanding (assuming full conversion and exercise of all convertible and exercisable securities then outstanding). The Company shall promptly, in writing, inform each Major Investor that elects to purchase all the shares available to it (a “Fully-Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten (10) day period commencing after such information is given, each Fully-Exercising Investor may elect to purchase that portion of the Shares for which Major Investors were entitled to subscribe, but which were not subscribed for by the Major Investors, that is equal to the proportion that the number of shares of Registrable Securities issued and held by such Fully-Exercising Investor bears to the total number of shares of Common Stock issued and held, or issuable upon conversion of the Preferred Stock then held, by all Fully-Exercising Investors who wish to purchase some of the unsubscribed shares.

(c)If all Shares that Major Investors are entitled to obtain pursuant to subsection 2.5(b) are not elected to be obtained as provided in subsection 2.5(b) hereof, the Company may, during the ninety (90) day period following the expiration of the period provided in subsection 2.5(b) hereof, offer the remaining unsubscribed portion of such Shares to any person or persons at a price not less than that, and upon terms no more favorable to the offeree than those, specified in the Notice. If the Company does not enter into an agreement for the sale of the Shares within such period, or if such agreement is not consummated within sixty (60) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such Shares shall not be offered unless first reoffered to the Major Investors in accordance herewith.

(d)The right of first offer in this Section 2.5 shall not be applicable to (i) issuances of Carve Out Stock (as defined in the Restated Certificate) or (ii) the issuance and sale of Series E Preferred Stock pursuant to the Purchase Agreement. In addition to the foregoing, the right of first offer in this Section 2.5 shall not be applicable with respect to any Major Investor in any subsequent offering of

15

Shares if (i) at the time of such offering, the Major Investor is not an “accredited investor,” as that term is then defined in Rule 501(a) of the Act and (ii) such offering of Shares is otherwise being offered only to accredited investors.

(e)The rights provided in this Section 2.5 may not be assigned or transferred by any Major Investor; provided, however, that a Major Investor that is a venture capital or other investment fund may assign or transfer such rights to its Affiliates.

(f)The covenants set forth in this Section 2.5 shall terminate and be of no further force or effect upon the consummation of (i) a Qualified Public Offering or (ii) a Liquidation Event in which the consideration received by the Investors is in the form of cash and/or marketable securities.

2.6Proprietary Information and Inventions Agreements. The Company shall require all employees and consultants with access to confidential information to execute and deliver a Proprietary Information and Inventions Agreement in substantially the form approved by the Company’s Board of Directors.

2.7Employee Agreements. Unless otherwise approved by the Board of Directors of the Company (including at least one of the Preferred Directors), all future employees of the Company who shall purchase, or receive options to purchase, shares of Common Stock following the date hereof shall be required to execute stock purchase or option agreements providing for (a) vesting of shares over a four (4) year period with the first twenty five percent (25%) of such shares vesting following twelve (12) months of continued employment or services, and the remaining shares vesting in equal monthly installments over the following thirty six (36) months thereafter and (b) a one hundred and eighty (180)- day lockup period (plus an additional period of up to eighteen (18) days) in connection with the Company’s initial public offering. The Company shall retain a right of first refusal on transfers until the Company’s initial public offering and the right to repurchase unvested shares at cost.

2.8Foreign Corrupt Practices Act. The Company represents that it shall not and shall not permit, to the extent reasonable, any of its subsidiaries or Affiliates that the Company controls (“Relevant Affiliates”) or any of its or their respective directors, officers, managers, employees, independent contractors, representatives or agents to promise, authorize or make any payment to, or otherwise contribute any item of value to, directly or indirectly, any third party, including any foreign official (as such term is defined in the U.S. Foreign Corrupt Practices Act (“FCPA”)), in each case, in violation of the FCPA, the U.K. Bribery Act to the extent applicable, or any other applicable anti-bribery or anti-corruption law (collectively, “Applicable Anti-Corruption Laws”). The Company further represents that it shall, and shall reasonably cause each of its subsidiaries and Relevant Affiliates to, (i) cease all of its or their respective activities that are in violation of Applicable Anti-Corruption Laws (“Relevant Violations”), and (ii) remediate Relevant Violations by the Company, its subsidiaries or Relevant Affiliates, or any of their respective directors, officers, managers, employees, independent contractors, representatives or agents. The Company further represents that it shall, and shall reasonably cause each of its subsidiaries and Relevant Affiliates to, maintain systems of internal controls (including, but not limited to, accounting systems, purchasing systems and billing systems) to the extent required by Applicable Anti-Corruption Laws.

2.9Covered Persons; Duties.

(a)The Company acknowledges that the Investors and their affiliates, members, equity holders, director representatives, partners, employees, agents and other related persons are engaged in the business of investing in private and public companies in a wide range of industries, including

16

the industry segment in which the Company operates (the “Company Industry Segment”). Accordingly, the Company and the Investors acknowledge and agree that a Covered Person shall:

(i)have no duty to the Company to refrain from participating as a director, investor or otherwise with respect to any company or other person or entity that is engaged in the Company Industry Segment or is otherwise competitive with the Company, and

(ii)in connection with making investment decisions, to the fullest extent permitted by law, have no obligation of confidentiality or other duty to the Company to refrain from using any information, including, but not limited to, market trend and market data, which comes into such Covered Person’s possession, whether as a director, investor or otherwise (the “Information Waiver”), provided that the Information Waiver shall not apply, and therefore such Covered Person shall be subject to such obligations and duties as would otherwise apply to such Covered Person under applicable law, if the information at issue (i) constitutes material non-public information concerning the Company, or (ii) is covered by a contractual obligation of confidentiality to which the Company is subject.

(b)Notwithstanding anything in this Section 2.9 to the contrary, nothing herein shall be construed as a waiver of any Covered Person’s duty of loyalty or obligation of confidentiality with respect to the disclosure of confidential information of the Company.

(c)For the purposes of this Section 2.9, “Covered Persons” shall have the meaning set forth in the Restated Certificate.

2.10Green Dot Corporation Restriction. The Company shall not enter into any banking or nonbanking transaction with Green Dot Corporation or any of its subsidiaries (Next Estate Communications and Bonneville Bancorp) without the prior written consent of Sequoia, for as long as Sequoia owns shares of the Company’s capital stock or a representative of Sequoia is a member of the Board.

2.11Publicity. The Company shall, and shall cause any subsidiaries of the Company and their respective representatives to, (i) refer to Sequoia in every manner and format (including reference on or links to websites, press releases, etc.) exclusively as “business partner” or “senior business partner” and not as an “investor” and (ii) abstain from referring to any other investor of the Company in any manner or format (including reference on or links to websites, press releases, etc.) using the term “business partner” or “senior business partner,” in each case without the prior written approval of Sequoia.

2.12Insurance. The Company shall use its commercially reasonable efforts to obtain, within ninety (90) days of the date hereof, from financially sound and reputable insurers Directors and Officers liability insurance in an amount and on terms and conditions satisfactory to the Board of Directors (including at least one of the Preferred Directors), and will use commercially reasonable efforts to cause such insurance policies to be maintained until such time as the Board of Directors (including at least one of the Preferred Directors) determines that such insurance should be discontinued.

2.13Board Matters. The Board of Directors shall meet at least in accordance with a schedule determined by the Board of Directors (including the Preferred Directors). The Company shall reimburse the nonemployee directors for all reasonable out-of-pocket travel expenses incurred (consistent with the Company’s travel policy) in connection with attending meetings of the Board of Directors. Each of the Preferred Directors shall be entitled to be a member of any Board committee.

17

2.14Termination of Certain Covenants. The covenants set forth in this Section 2, other than Sections 2.8 and 2.9, shall terminate and be of no further force or effect upon the consummation of (a) a Qualified Public Offering or (b) a Liquidation Event in which the consideration received by the Investors is in the form of cash and/or marketable securities.

2.15Redemption Rights. In the event the Company grants any redemption rights to holders of the Company’s Preferred Stock (or any series thereof) after the date hereof, (whether by amendment to the Company’s Amended and Restated Certificate of Incorporation or otherwise), then the Company shall grant the same redemption rights to all holders of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock, as applicable, on the same terms and conditions.

2.16Reservation 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.

2.17Restrictions on Transfer.

(a)No Investor shall sell, pledge or otherwise transfer any shares of Preferred Stock, and the Company shall not record in the Company’s books or recognize any such sale, pledge, or transfer, to any Competitor of the Company without the prior written consent of the Board of Directors of the Company, except for any such sale, pledge or other transfer to an Affiliate of such Investor.

(b)The foregoing restriction shall terminate and be of no further force or effect upon the consummation of (i) a Qualified Public Offering or (ii) a Liquidation Event in which the consideration received by the Investors is in the form of cash and/or marketable securities.

(c)Each Investor agrees that a legend reading substantially as follows shall be placed on all certificates representing all shares of Preferred Stock:

“THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A TRANSFER RESTRICTION, AS PROVIDED IN A CERTAIN INVESTORS’ RIGHTS AGREEMENT BY AND BETWEEN THE STOCKHOLDER, THE CORPORATION AND CERTAIN HOLDERS OF STOCK OF THE CORPORATION. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE CORPORATION.”

(d)For the purposes of this Section 2.17, “Competitor” shall mean any person or entity engaged, directly or indirectly, or who proposes to engage, directly or indirectly (including through any partnership, limited liability company, corporation, joint venture or similar arrangement (whether now existing or formed hereafter)), in the business of offering cancer diagnostics products or services, as determined in good faith by the Board of Directors of the Company, but shall not include any financial investment firm or collective investment vehicle that, together with its Affiliates, holds less than 20% of the outstanding equity of any Competitor and does not, nor do any of its Affiliates, have a right to designate any members of the Board of Directors of any Competitor.

3.Covenants of the Investors.

3.1Commerce Department Compliance. The Company may be required to file reports with the Bureau of Economic Analysis (the “BEA”) of the US Commerce Department when a US affiliate

18

of a foreign Investor if such foreign Investor, together with its affiliates, directly or indirectly controls ten percent (10%) or more of the voting securities of the Company. Such foreign Investor that is a foreign individual or entity or a US subsidiary or affiliate of a foreign parent covenants to provide information necessary for the Company to comply with BEA filings required under the International Investment and Trade in Services Act.

4.Miscellaneous.

4.1Successors and Assigns. Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties (including transferees of any shares of Registrable Securities). Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

4.2Governing Law. This Agreement shall be governed by and construed under the laws of the State of Delaware without regard to conflicts of law principles thereof.

4.3Counterparts; Facsimile. This Agreement may be executed and delivered by facsimile signature, PDF or any electronic signature complying with the US federal ESIGN Act of 2000 (e.g., www.docusign.com) and in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

4.4Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

4.5Notices. All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed effectively given upon the earlier to occur of actual receipt or: (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 respective parties at the addresses set forth on the signature pages attached hereto (or at such other addresses as shall be specified by notice given in accordance with this Section 4.5). If notice is given to the Investors, a copy (which shall not constitute notice) shall also be given to DLA Piper LLP (US), 2000 University Avenue, East Palo Alto, CA 94303, Attention: Louis Lehot.

4.6Expenses. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.

4.7Entire Agreement; Amendments and Waivers. This Agreement (including the Exhibits hereto, if any) constitutes the full and entire understanding and agreement among the parties with regard to the subjects hereof and thereof. This Agreement and any term of this Agreement (other than Section 2.1, Section 2.2, Section 2.3, Section 2.4, and Section 2.5) may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the Investors holding at least a majority of the Registrable Securities, provided that, no such amendment or waiver shall apply differently and

19

adversely to any series of Preferred Stock when compared to any other class or series of Preferred Stock without the written consent of the Investors holding at least a majority of such differently and adversely impacted series (or if such differently or adversely effected series of Preferred Stock is the Series C Preferred Stock, without the written consent of the Investors holding at least 60% of the Series C Preferred Stock). The provisions of Section 2.1, Section 2.2, Section 2.3, Section 2.4 and Section 2.5 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the Major Investors holding a majority of the Registrable Securities that are held by all of the Major Investors. Notwithstanding the foregoing, with respect to Section 2.5, (i) no amendment or waiver that would have a disproportionately adverse effect on the Founders when compared with the other Major Investors, will be effective against the Founders without the prior written consent of the Founders and (ii) such Section may not be amended or waived (either generally or in a particular instance and either retroactively or prospectively) without the written consent of the holders of at least a majority of the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock and the Series E Preferred Stock then outstanding, voting together as a single class on an as-if-converted to Common Stock basis; provided, however, that notwithstanding any waiver of any of the provisions of Section 2.5 with respect to a particular offering of Shares, in the event any Major Investor actually purchases any such Shares in such offering, then each other Major Investor shall be permitted to participate in such offering on a pro rata basis (based on the pro rata level of participation of the Major Investor purchasing the largest portion of such Major Investor’s pro rata share), in accordance with the other provisions (including notice and election periods) set forth in Section 2.5. Notwithstanding the foregoing, if any amendment or waiver by its terms materially and adversely affects any Major Investor in a different and disproportionate manner relative to the other Major Investors of the same class or series of capital stock, such amendment or waiver must be approved in writing by such adversely affected Major Investor, in order to be effective against such Major Investor. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any Registrable Securities, each future holder of all such Registrable Securities and the Company.

4.8Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

4.9Aggregation of Stock. With respect to any Investor, all shares of Registrable Securities held or acquired by Affiliates of such Investor shall be aggregated together for the purpose of determining the availability of any rights under this Agreement.

4.10Additional Investors.    Notwithstanding Section 4.7, no consent shall be necessary to add additional Investors as signatories to this Agreement, provided that such Investors have purchased Series E Preferred Stock pursuant to the Purchase Agreement.

4.11Amendment and Restatement of Prior Agreement. The Prior Agreement is hereby amended in its entirety and restated herein. Such amendment and restatement is effective upon the execution of this Agreement by the Company and the Existing Investors in accordance with Section 4.7 of the Prior Agreement. Upon such execution, all provisions of, rights granted and covenants made in the Prior Agreement are hereby waived, released and superseded in their entirety and shall have no further force or effect, including, without limitation, all rights of first refusal and any notice period associated therewith otherwise applicable to the transactions contemplated by the Purchase Agreement.

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[SIGNATURE PAGES FOLLOW]

21

IN WITNESS WHEREOF, the parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first above written.

COMPANY:
GUARDANT HEALTH, INC.
By:	/s/ Helmy Eltoukhy
Name:	Helmy Eltoukhy
Title:	Chief Executive Officer
Address:	505 Penobscot Drive
	Redwood City, CA 94063

[SIGNATURE PAGE TO GUARDANT HEALTH, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT]

IN WITNESS WHEREOF, the parties have executed this Amended and Restated Investors' Rights Agreement as of the date first above written.

INVESTORS:
SOFTBANK GROUP CAPITAL LIMITED
By:	/s/ Jonathan Bullock
Name:	Jonathan Bullock
Title:	Director
Address:	1 Circle Star Way
	San Carlos, CA 94070
	legal@softbank.com
	Attention: Brian Wheeler, Esq.
with a copy (which copy shall not constitute notice) to:
	DLA Piper LLP (US)
	2000 University Avenue
	East Palo Alto, CA 94303
	Louis.Lehot@dlapiper.com
	Attention: Louis Lehot, Esq.

[SIGNATURE PAGE TO GUARDANT HEALTH, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT]

IN WITNESS WHEREOF, the parties have executed this Amended and Restated Investors' Rights Agreement as of the date first above written.

INVESTORS:
ORBIMED ROYALTY OPPORTUNITIES II, LP
By:	OrbiMed Advisors LLC,
its investment manager
By:	/s/ Samuel D. Islay
Name:	Samuel D. Islay
Title:	Managing Member
Address:	601 Lexington Avenue
	54th Floor
	New York, NY 10022
	Attention: Brian Wheeler, Esq.

[SIGNATURE PAGE TO GUARDANT HEALTH, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT]

IN WITNESS WHEREOF, the parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first above written.

INVESTORS:
KHOSLA VENTURES IV, LP
By:	Khosla Ventures Associates IV, LLC,
	a Delaware limited liability company
	and general partner of Khosla Ventures IV, LP
By:	/s/ John Demeter
Name:	John Demeter
Title:	General Counsel
Address:	2128 Sand Hill Road
	Menlo Park, CA 94025

INVESTORS:
KHOSLA VENTURES IV (CF), LP
By:	Khosla Ventures Associates IV, LLC,
	a Delaware limited liability company
	and general partner of Khosla Ventures IV (CF), LP
By:	/s/ John Demeter
Name:	John Demeter
Title:	General Counsel
Address:	2128 Sand Hill Road
	Menlo Park, CA 94025

[SIGNATURE PAGE TO GUARDANT HEALTH, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT]

IN WITNESS WHEREOF, the parties have executed this Amended and Restated Investors' Rights Agreement as of the date first above written.

INVESTORS:
SEQUOIA CAPITAL USV XIV HOLDCO, LTD.
By:
SEQUOIA CAPITAL U.S. VENTURE FUND XIV, L.P.,
SEQUOIA CAPITAL U.S. VENTURE PARTNERS FUND XIV, L.P.,
SEQUOIA CAPITAL U.S. VENTURE PARTNERS FUND XIV (Q), L.P., all Cayman Islands exempted limited partnerships, its Members
By:
SC U.S. VENTURE XIV MANAGEMENT, L.P., a Cayman Islands exempted limited partnership, General Partner of Each
By:
SC US (TTGP), LTD., a Cayman Islands exempted company, its General Partner
By:	/s/ Douglas Leone
Name:	Douglas Leone
Title:	Director
Address:	2800 Sand Hill Road, Suite 101
	Menlo Park, CA 94025

[SIGNATURE PAGE TO GUARDANT HEALTH, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT]

IN WITNESS WHEREOF, the parties have executed this Amended and Restated Investors' Rights Agreement as of the date first above written.

INVESTORS:
FORMATION8 PARTNERS FUND II, L.P.
By:	Formation8 GP II, LLC, its General Partner
By:	/s/ Joe Lonsdale
Title:	Duly authorized signatory
Address:	501 Second Stret, Suite 300
	San Francisco, CA 94107
FORMATION8 PARTNERS ENTREPRENEURS FUND II, L.P.
By:	Formation8 GP II, LLC, its General Partner
By:	/s/ Joe Lonsdale
Title:	Duly authorized signatory
Address:	501 Second Stret, Suite 300
	San Francisco, CA 94107

[SIGNATURE PAGE TO GUARDANT HEALTH, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT]

IN WITNESS WHEREOF, the parties have executed this Amended and Restated Investors' Rights Agreement as of the date first above written.

INVESTORS:
LIGHTSPEED VENTURE PARTNERS X, L.P.
By:	Lightspeed General Partner X,
	L.P., its general partner
By:	Lightspeed Ultimate General Partner
	X, Ltd., its general partner
By:	/s/ Chris Schaepe
Name:	Chris Schaepe
Title:	Duly authorized signatory
Address:	2200 Sand Hill Road
	Menlo Park, CA 94025
LIGHTSPEED AFFILIATES X, L.P.
By:	Lightspeed General Partner X,
	L.P., its general partner
By:	Lightspeed Ultimate General Partner
	X, Ltd., its general partner
By:	/s/ Chris Schaepe
Name:	Chris Schaepe
Title:	Duly authorized signatory
Address:	2200 Sand Hill Road
	Menlo Park, CA 94025

[SIGNATURE PAGE TO GUARDANT HEALTH, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT]

IN WITNESS WHEREOF, the parties have executed this Amended and Restated Investors' Rights Agreement as of the date first above written.

INVESTORS:
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/ Chris Schaepe
Name:	Chris Schaepe
Title:	Duly authorized signatory
Address:	2200 Sand Hill Road
	Menlo Park, CA 94025

[SIGNATURE PAGE TO GUARDANT HEALTH, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT]

IN WITNESS WHEREOF, the parties have executed this Amended and Restated Investors' Rights Agreement as of the date first above written.

INVESTORS:
TLS BETA PTE. LTD.
By:	/s/ Fidah Alsagoff
Name:	Fidah Alsagoff
Title:	Authorized Signatory
Address:	60B Orchard Road
	#06-18
	The Atrium@Orchard
	Sinapore 238891

[SIGNATURE PAGE TO GUARDANT HEALTH, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT]

IN WITNESS WHEREOF, the parties have executed this Amended and Restated Investors' Rights Agreement as of the date first above written.

INVESTORS:
T. ROWE PRICE HEALTH SCIENCES FUND, INC. TD MUTUAL FUNDS – TD HEALTH SCIENCES FUND VALIC COMPANY I – HEALTH SCIENCES FUND T. ROWE PRICE HEALTH SCIENCES PORTFOLIO Each fund, severally and not jointly
By:	T. Rowe Price Associates, Inc., Investment Adviser or
	Subadviser, as applicable
By:	/s/ John C. Hall
Name:	John C. Hall
Title:	Vice President
Address:	T. Rowe Price Associates, Inc.
	100 East Pratt Street
	Baltimore, MD 21202
	Attn: Andrew Baek, Vice President
	Phone: 410-345-2090

[SIGNATURE PAGE TO GUARDANT HEALTH, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT]

IN WITNESS WHEREOF, the parties have executed this Amended and Restated Investors' Rights Agreement as of the date first above written.

INVESTORS:
CLI VENTURES LIMITED PARTNERSHIP
By:	/s/ Zhi Li
Name:	Zhi Li
Title:	Managing Partner
Address:	1059 E Meadow Cir
	Palo Alto, CA 94303

[SIGNATURE PAGE TO GUARDANT HEALTH, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT]

IN WITNESS WHEREOF, the parties have executed this Amended and Restated Investors' Rights Agreement as of the date first above written.

INVESTORS:
PACIFIC CONTINENTAL INSURANCE COMPANY, INC.
By:	/s/ Richard Merkin
Name:	Richard Merkin
Title:	President
Address:	3115 Ocean Front Walk, Suite 301
	Marina Del Ray, CA 90292

[SIGNATURE PAGE TO GUARDANT HEALTH, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT]

IN WITNESS WHEREOF, the parties have executed this Amended and Restated Investors' Rights Agreement as of the date first above written.

INVESTORS:
CMC Master Fund, L.P.
By:	CMC Master Fund Partners, LLC, its General Partner
By:	CM Capital Advisors, LLC, its Manager
By:	/s/ Fernando Sucre
Name:	Fernando Sucre
Title:	Chief Financial Officer
Address:	c/o CM Capital Advisors
	525 University Avenue
	Suite 200
	Palo Alto, CA 94301

[SIGNATURE PAGE TO GUARDANT HEALTH, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT]

IN WITNESS WHEREOF, the parties have executed this Amended and Restated Investors' Rights Agreement as of the date first above written.

INVESTORS:
MOUNT MCKINLEY INVESTMENT LIMITED
By:	/s/ David Wallerstein
Name:	David Wallerstein
Title:	Authorized Signatory
Address:	c/o Tencent Holding Limited
	Level 29, Three Pacific Place
	1 Queen's Road East
	Wanchai, Hong Kong
with a copy to:
	Tencent Building, Kejizhongyi Avenue,
	Hi-tech Park, Nanshan District,
	Shenzhen 518057, PRC
	Attention: Mergers and Acquisitions Department
	Email: PD_Support@tencent.com,
	us_investments@tencent.com
All share certificates (if applicable) to:
	38/F, Tencent Building, Kejizhongyi Avenue,
	Hi-tech Park, Nanshan District,
	Shenzhen 518057, PRC
	Attention: Lindy Hu/Cizhang

[SIGNATURE PAGE TO GUARDANT HEALTH, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT]

SCHEDULE A
SCHEDULE OF INVESTORS

2007 Barkhordar Family Trust

Alex Rabodzey

Ali Moghaddam

Amidi, LLC

AmirAli Talasaz

Arun Kumar

Ash Bhardwaj

Ashu Tyagi

Bernie Kwan

CLI Ventures Limited Partnership

CMC Master Fund, L.P.

Cota Capital Master Fund, L.P.

Cypress Peak, LLC

David Lee

Farhad Malek

Farzad Nazem & N. Hashemi Trust dated 07/10/95

Felicis Ventures IV, L.P.

Formation8 Partners Entrepreneurs Fund II, L.P.

Formation8 Partners Fund II, L.P.

GC&H Investments

GC&H Investments, LLC

Global AG Investments, LLC

Griffith Family 2004 Trust

Grossman Family Trust

Helmy A. Eltoukhy Revocable Trust

Hesam Ferdows

HorizonBeach & Co., as nominee for T. Rowe Price Health Sciences Portfolio

Hornblower Capital Holdings, LLC

Jason and Nayeli Morimoto

JHB VENTURES, LLC

Kaboli-Farhad Family 2011 Trust dated January 30, 2011

Kaihan Ashtiani

KCPK, LLC

Keller Family Trust 8/23/13

Khosla Ventures IV (CF), LP

Khosla Ventures IV, LP

Kordestani Ventures, LLC

Leerink Holdings LLC

S-A-1

Leerink Swann Co-Investment Fund, LLC

Lightspeed Affiliates X, L.P.

Lightspeed Venture Partners Select, L.P.

Lightspeed Venture Partners X, L.P.

Lobstercrew & Co., as nominee for T. Rowe Price Health Sciences Fund, Inc.

Mac & Co., LLC, as nominee for TD Mutual Funds – TD Health Sciences Fund

Masoud Saatchi

Michael Wiley

Mount McKinley Investment Limited

Musea Ventures LP

Nimble Ventures, LLC

OrbiMed Royalty Opportunities II, LP

Osage University Partners I, L.P.

Pacific Continental Insurance Company, Inc.

Pejman and Mar Fund, L.P.

Pejman Capital, LLC

Pejman Mar Opportunities II, LLC

Pejman Mar Opportunities III, a Series of AX-PMO-Funds, LLC

Pejman Mar Opportunities Management, LLC

Pejman Mar Ventures

PENSCO Trust Company Custodian, FBO Neal Rosner IRA

Rakesh Mathur

Samantha Cooper

Sandberg-Goldberg Family Trust DTD 9/3/2004

Sandscape, LLC

Sea Lane Ventures, LLC

Sequoia Capital USV XIV Holdco, Ltd.

Signatures Capital, LLC

Sima Yzdanian

SoftBank Group Capital Limited

Softbank Group International Limited

Squidrig & Co., as nominee for VALIC Company I – Health Sciences Fund

The Board of Trustees of the Leland Stanford Jr. Univ (SEVFII)

The Faroah Group, LP

The Real Capital, L.P.

TLS Beta Pte. Ltd.

Waine Tam

WS Investment Company, LLC (2012A)

S-A-2

EX-10.2

Exhibit 10.2

LEASE

BETWEEN

METROPOLITAN LIFE INSURANCE COMPANY (LANDLORD)

AND

GUARDANT HEALTH, INC. (TENANT)

SEAPORT CENTRE

Redwood City, California

TABLE OF CONTENTS

		PAGE
ARTICLE ONE ‑ BASIC LEASE PROVISIONS		1
1.01	BASIC LEASE PROVISIONS	1
1.02	ENUMERATION OF EXHIBITS & RIDER(S)	4
1.03	DEFINITIONS	4
ARTICLE TWO ‑ PREMISES, TERM, FAILURE TO GIVE POSSESSION, COMMON AREAS AND PARKING		12
2.01	LEASE OF PREMISES	12
2.02	TERM (See Rider 2)	12
2.03	FAILURE TO GIVE POSSESSION (See Rider 2)	12
2.04	AREA OF PREMISES	12
2.05	CONDITION OF PREMISES (See Rider 2)	12
2.06	COMMON AREAS & PARKING	12
ARTICLE THREE ‑ RENT		13
ARTICLE FOUR ‑ OPERATING EXPENSES, RENT ADJUSTMENTS AND PAYMENTS		14
4.01	TENANT’S SHARE OF OPERATING EXPENSES	14
4.02	RENT ADJUSTMENTS	15
4.03	STATEMENT OF LANDLORD	15
4.04	BOOKS AND RECORDS	16
4.05	TENANT OR LEASE SPECIFIC TAXES	17
ARTICLE FIVE ‑ SECURITY		17
ARTICLE SIX ‑ UTILITIES & SERVICES		20
6.01	LANDLORD’S GENERAL SERVICES	20
6.02	TENANT TO OBTAIN & PAY DIRECTLY	20
6.03	TELEPHONE SERVICES	20
6.04	FAILURE OR INTERRUPTION OF UTILITY OR SERVICE	21
6.05	CHOICE OF SERVICE PROVIDER	22
6.06	SIGNAGE	22
ARTICLE SEVEN ‑ POSSESSION, USE AND CONDITION OF PREMISES		23
7.01	POSSESSION AND USE OF PREMISES	23
7.02	HAZARDOUS MATERIAL	24
7.03	LANDLORD ACCESS TO PREMISES; APPROVALS	27
7.04	QUIET ENJOYMENT	28
ARTICLE EIGHT ‑ MAINTENANCE		28
8.01	LANDLORD’S MAINTENANCE	28
8.02	TENANT’S MAINTENANCE	29
ARTICLE NINE ‑ ALTERATIONS AND IMPROVEMENTS		29
9.01	TENANT ALTERATIONS	29
9.02	LIENS	31
ARTICLE TEN ‑ ASSIGNMENT AND SUBLETTING		31
10.01	ASSIGNMENT AND SUBLETTING	31

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10.02	RECAPTURE	34
10.03	EXCESS RENT	35
10.04	TENANT LIABILITY	35
10.05	ASSUMPTION AND ATTORNMENT	36
ARTICLE ELEVEN ‑ DEFAULT AND REMEDIES		36
11.01	EVENTS OF DEFAULT	36
11.02	LANDLORD’S REMEDIES	37
11.03	ATTORNEY’S FEES	40
11.04	BANKRUPTCY	40
11.05	LANDLORD’S DEFAULT	41
ARTICLE TWELVE ‑ SURRENDER OF PREMISES		42
12.01	IN GENERAL	42
12.02	LANDLORD’S RIGHTS	42
ARTICLE THIRTEEN ‑ HOLDING OVER		43
ARTICLE FOURTEEN ‑ DAMAGE BY FIRE OR OTHER CASUALTY		43
14.01	SUBSTANTIAL UNTENANTABILITY	43
14.02	INSUBSTANTIAL UNTENANTABILITY	45
14.03	RENT ABATEMENT	45
14.04	WAIVER OF STATUTORY REMEDIES	45
ARTICLE FIFTEEN ‑ EMINENT DOMAIN		45
15.01	TAKING OF WHOLE OR SUBSTANTIAL PART	45
15.02	TAKING OF PART	46
15.03	COMPENSATION	47
ARTICLE SIXTEEN ‑ INSURANCE		47
16.01	TENANT’S INSURANCE	47
16.02	FORM OF POLICIES	48
16.03	LANDLORD’S INSURANCE	48
16.04	WAIVER OF SUBROGATION	48
16.05	NOTICE OF CASUALTY	50
ARTICLE SEVENTEEN ‑ WAIVER OF CLAIMS AND INDEMNITY		50
17.01	WAIVER OF CLAIMS	50
17.02	INDEMNITY BY TENANT	50
17.03	WAIVER OF CONSEQUENTIAL DAMAGES	51
ARTICLE EIGHTEEN ‑ RULES AND REGULATIONS		51
18.01	RULES	51
18.02	ENFORCEMENT	52
ARTICLE NINETEEN ‑ LANDLORD’S RESERVED RIGHTS		52
ARTICLE TWENTY ‑ ESTOPPEL CERTIFICATE		52
20.01	IN GENERAL	52
20.02	ENFORCEMENT	53
ARTICLE TWENTY-ONE ‑ INTENTIONALLY OMITTED		53
ARTICLE TWENTY-TWO ‑ REAL ESTATE BROKERS		53
ARTICLE TWENTY-THREE ‑ MORTGAGEE PROTECTION		54

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23.01	SUBORDINATION AND ATTORNMENT	54
23.02	MORTGAGEE PROTECTION	54
ARTICLE TWENTY-FOUR ‑ NOTICES		55
ARTICLE TWENTY-FIVE ‑ EXERCISE FACILITY		56
ARTICLE TWENTY-SIX ‑ OFAC		56
ARTICLE TWENTY-SEVEN ‑ MISCELLANEOUS		57
27.01	LATE CHARGES	57
27.02	NO JURY TRIAL; VENUE; JURISDICTION	58
27.03	DEFAULT UNDER OTHER LEASE	58
27.04	OPTION	58
27.05	TENANT AUTHORITY	59
27.06	ENTIRE AGREEMENT	59
27.07	MODIFICATION OF LEASE FOR BENEFIT OF MORTGAGEE	59
27.08	EXCULPATION	59
27.09	ACCORD AND SATISFACTION	59
27.10	LANDLORD’S OBLIGATIONS ON SALE OF BUILDING	60
27.11	BINDING EFFECT	60
27.12	CAPTIONS	60
27.13	TIME; APPLICABLE LAW; CONSTRUCTION	60
27.14	ABANDONMENT	60
27.15	LANDLORD’S RIGHT TO PERFORM TENANT’S DUTIES	61
27.16	SECURITY SYSTEM	61
27.17	NO LIGHT, AIR OR VIEW EASEMENTS	61
27.18	RECORDATION	61
27.19	SURVIVAL	61
27.20	EXHIBITS OR RIDERS	62
27.21	DISCLOSURE REGARDING CERTIFIED ACCESS SPECIALIST	62
27.22	ELECTRICAL USAGE INFORMATION	62

iii

LEASE

ARTICLE ONE

BASIC LEASE PROVISIONS

1.01 BASIC LEASE PROVISIONS

In the event of any conflict between these Basic Lease Provisions and any other Lease provision, such other Lease provision shall control.

(1) BUILDING AND ADDRESS: Building Number 12, located in Phase 1 (“Tenant’s Phase”) of Seaport Centre. As of the Lease Date, the Building includes the address 505 Penobscot Drive in Redwood City, California, 94063.

(2) LANDLORD AND ADDRESS:

Metropolitan Life Insurance Company, a New York corporation

Notices to Landlord shall be addressed:

Metropolitan Life Insurance Company

c/o Seaport Centre Manager

701 Chesapeake Drive

Redwood City, CA 94063

with copies to the following:

Metropolitan Life Insurance Company

425 Market Street, Suite 1050

San Francisco, CA 94105

Attention: Director, EIM

and

Metropolitan Life Insurance Company

425 Market Street, Suite 1050

San Francisco, CA 94105

Attention: Associate General Counsel

(3) TENANT AND CURRENT ADDRESS:

(a)	Name:	Guardant Health, Inc.
(b)	State of [formation and type of entity]:	Delaware corporation
(c)	Federal Tax Identification Number:	45-4139254

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Tenant shall promptly notify Landlord of any change in the foregoing items. Notices to Tenant shall be addressed:

Prior to Commencement Date:	On & After Commencement Date:
Guardant Health, Inc. 2686 Middlefield Road, Suite D Redwood City, California 94063 Attention: Michael Wiley, CFO	To Tenant at the Premises

(4) DATE OF LEASE: as of November 1, 2014

(5) LEASE TERM: Ninety (90) months

(6) PROJECTED COMMENCEMENT DATE: The date which is the earlier to occur of (i) the date Tenant commences its business operations in the Premises, or (ii) two hundred (200) days after the Delivery Date.

(7) PROJECTED EXPIRATION DATE: Ninety (90) months after the Commencement Date

(8) MONTHLY BASE RENT (initial monthly installment due upon Tenant’s execution):

Period from/to	Monthly	Monthly Rate/SF of Rentable Area
Month 1 to Month 12	$139,042.95	$2.85
Month 13 to Month 24	$143,214.24	$2.94
Month 25 to Month 36	$147,510.67	$3.02
Month 37 to Month 48	$151,935.99	$3.11
Month 49 to Month 60	$156,494.07	$3.21
Month 61 to Month 72	$161,188.89	$3.30
Month 73 to Month 84	$166,024.56	$3.40
Month 85 to Month 90	$171,005.30	$3.51

*Notwithstanding anything in the foregoing to the contrary, provided that a Default (as defined in Section 11.01) by Tenant has not previously occurred, Landlord agrees to forbear in the collection of and abate (i) Eighty-Two Thousand Forty-Two and 95/100 Dollars ($82,042.95) per month of the Monthly Base Rent due and payable for the period beginning on Month 1 and continuing through Month 12 of the Term and (ii) Fifty-Five Thousand Two Hundred Thirty-Three and 78/100 Dollars ($55,233.78) per month of the Monthly Base Rent due and payable for the period beginning on Month 13 and continuing through Month 24 of the Term, totaling not more than One Million Six Hundred Forty-Seven Thousand Three Hundred Twenty and 76/100 Dollars ($1,647,320.76) in the aggregate (collectively, “Abated Rent”); provided, further, that in the event of a Default by Tenant at any time prior to the last day of Month 90 (the

2

“Outside Month”), a fraction of all previously Abated Rent, the numerator of which shall be the number of months remaining from and including the month in which such Default occurs until and including the Outside Month, and the denominator of which shall be the number of months from and including the month in which the Commencement Date occurs until and including the Outside Month, shall be immediately due and payable in full at that time without the necessity of further notice or action by Landlord.

(9) RENT ADJUSTMENT DEPOSIT (initial monthly rate, until further notice): Twenty-Six Thousand Eight Hundred Thirty-Two and 85/100 ($26,832.85) (initial monthly installment due upon Tenant’s execution)

(10) RENTABLE AREA AND USABLE

AREA OF THE PREMISES: 48,787 square feet

(11) RENTABLE AREA OF THE BUILDING    83,320 square feet

(12) RENTABLE AREA OF THE PHASE:    235,580 square feet

(13) RENTABLE AREA OF THE PROJECT:     537,432 square feet

(14) SECURITY: The cash and/or Letter of Credit in the amount of Six Hundred Ninety Five Thousand Two Hundred Fifteen and 00/100 Dollars ($695,215.00) (and any proceeds of the Letter of Credit drawn and held by Landlord) as provided in Article Five.

(15) SUITE NUMBER &/OR ADDRESS OF PREMISES: 505 Penobscot, Redwood City, CA 94063

(16) TENANT’S SHARE:

Tenant’s Building Share:	58.55%
Tenant’s Phase Share:	20.71%
Tenant’s Project Share:	9.08%

(17) TENANT’S USE OF PREMISES:    General office and laboratory use.

(18) PARKING SPACES:    160 unreserved surface, parking spaces

(19) BROKERS:

Landlord's Broker: Cornish & Carey Commercial Newmark Knight Frank

Tenant's Broker: JLL

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1.02 ENUMERATION OF EXHIBITS & RIDER(S)

The Exhibits and Rider(s) set forth below and attached to this Lease are incorporated in this Lease by this reference:

EXHIBIT A Plan of Premises

EXHIBIT B Workletter Agreement

EXHIBIT C Site Plan of Project

EXHIBIT D Fair Market Rental Rate

EXHIBIT E Form of Letter of Credit

EXHIBIT F Permitted Hazardous Material

RIDER 1 Commencement Date Agreement

RIDER 2 Additional Provisions

1.03 DEFINITIONS

For purposes hereof, the following terms shall have the following meanings:

ADJUSTMENT YEAR: The applicable calendar year or any portion thereof after the Commencement Date of this Lease for which a Rent Adjustment computation is being made.

AFFILIATE: Any Person (as defined below) which is controlled by, controls, or is under common control with Tenant. The word Person means an individual, corporation, limited liability company, partnership, trust, firm or other entity. For purposes of this definition, the word “control,” shall mean, with respect to a Person that is a corporation or a limited liability company, the right to exercise, directly or indirectly, more than fifty percent (50%) of the voting rights attributable to the shares or membership interests of the controlled Person and, with respect to a Person that is not a corporation, the possession, directly or indirectly, of the power at all times to direct or cause the direction of the management of the controlled Person.

BUILDING: Each building in which the Premises is located, as specified in Section 1.01(1).

BUILDING OPERATING EXPENSES: Those Operating Expenses described in Section 4.01.

COMMENCEMENT DATE: The date specified in Section 1.01(6) as the Projected Commencement Date, unless changed by operation of Article Two or Rider 2.

COMMON AREAS: All areas of the Project made available by Landlord from time to time for the general common use or benefit of the tenants of the Building or Project, and their employees and invitees, or the public, as such areas currently exist and as they may be changed from time to time.

DECORATION: Tenant Alterations which do not require a building permit and which do not affect the facade or roof of the Building, or involve any of the structural elements of the Building, or involve any of the Building’s systems, including its electrical, mechanical,

4

plumbing, security, heating, ventilating, air-conditioning, communication, and fire and life safety systems.

DEFAULT RATE: Two (2) percentage points above the rate then most recently announced by Bank of America N.T. & S.A. at its San Francisco main office as its corporate base lending rate, from time to time announced, but in no event higher than the maximum rate permitted by Law.

DELIVERY DATE: The date for Landlord’s delivery to Tenant of possession of the Premises, if different from the Commencement Date, as provided in Rider 2.

ENVIRONMENTAL LAWS: All Laws governing the use, storage, transportation, disposal or generation of any Hazardous Material, or pertaining to environmental conditions on, under or about the Premises or any part of the Project, including the Comprehensive Environmental Response Compensation and Liability Act of 1980 (42 U.S.C. Section 9601 et seq.), the Resource Conservation and Recovery Act of 1976 (42 U.S.C. Section 6901 et seq.), the Hazardous Materials Transportation Act (49 U.S.C. Section 1801, et seq.); and Section 307 (33 U.S.C. Section 1317) and Section 311 (33 U.S.C. Section 1321) of the Clean Water Act of 1977 (33 U.S.C. Section 1251, et seq.), all as heretofore or hereafter amended.

EXPIRATION DATE: The date specified in Section 1.01(7) unless changed by operation of Article Two.

FORCE MAJEURE: Any accident, casualty, act of God, war or civil commotion, strike or labor troubles, or any cause whatsoever beyond the reasonable control of Landlord, including water shortages, energy shortages or governmental preemption in connection with an act of God, a national emergency, or by reason of Law, or by reason of the conditions of supply and demand which have been or are affected by act of God, war or other emergency.

HAZARDOUS MATERIAL: Such substances, material and wastes which are or become regulated under any Law pertaining to environmental conditions, or which are classified as hazardous, toxic, medical waste or bio-hazardous waste under any Law; and explosives, firearms, ammunition, flammable materials, radioactive material, asbestos, polychlorinated biphenyls, acids, caustics, gasoline, kerosene, natural gas, propane, oil, petroleum, petroleum products and by-products. Hazardous Material shall include by way of illustration, and without limiting the generality of the foregoing, the following: (i) those substances included within the definitions of “hazardous substances,” “hazardous materials,” “toxic substances” or “solid waste” under all present and future Laws relating to the protection of human health or the environment, including California Senate Bill 245 (Statutes of 1987, Chapter 1302); the Safe Drinking Water and Toxic Enforcement Act of 1986 (commonly known as Proposition 65); the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. Section 9601 et seq.); the Resource Conservation and Recovery Act of 1976 (42 U.S.C. Section 6901 et seq.); the Hazardous Materials Transportation Act (49 U.S.C. Sections 1801, et seq.); Section 307 (33 U.S.C. Section 1317) or Section 311 (33 U.S.C. Section 1321) of the Clean

5

Water Act of 1977 (33 U.S.C. Section 1251, et seq.), all as heretofore and hereafter amended, or in any regulations promulgated pursuant to said laws; (ii) those substances defined as “hazardous wastes” in Section 25117 of the California Health & Safety Code or as “hazardous substances” in Section 25316 of the California Health & Safety Code, all as heretofore and hereafter amended, or in any regulations promulgated pursuant to said laws; (iii) those substances listed in the United States Department of Transportation Table (49 CFR 172.101 and amendments thereto) or designated by the Environmental Protection Agency (or any successor agency) as hazardous substances (see, e.g., 40 CFR Part 302 and amendments thereto); and (iv) such other substances, materials and wastes which are or become regulated under applicable local, state or federal law or by the United States government or which are or become classified as hazardous or toxic under federal, state or local laws or regulations, including California Health & Safety Code, Division 20, and Title 26 of the California Code of Regulations, all as heretofore and hereafter amended, or in any regulations promulgated pursuant to said laws.

INDEMNITEES: Collectively, Landlord, any Mortgagee or ground lessor of the Property, the property manager and the leasing manager for the Property and their respective directors, officers, agents and employees.

LAND: The parcel(s) of real estate on which the Building and Project are located.

LANDLORD WORK: The construction or installation of improvements to be furnished by Landlord, if any, specifically described in Rider 2 attached hereto.

LAWS OR LAW: All laws, ordinances, rules, regulations, other requirements, orders, rulings or decisions adopted or made by any governmental body, agency, department or judicial authority having jurisdiction over the Property, the Premises or Tenant’s activities at the Premises and any covenants, conditions or restrictions of record which affect the Property, all as heretofore or hereafter adopted, made or amended.

LEASE: This instrument and all exhibits and riders attached hereto, as may be amended from time to time.

LEASE YEAR: The twelve month period beginning on the first day of the first month following the Commencement Date (unless the Commencement Date is the first day of a calendar month in which case beginning on the Commencement Date), and each subsequent twelve month, or shorter, period until the Expiration Date.

MONTHLY BASE RENT: The monthly rent specified in Section 1.01(8).

MORTGAGEE: Any holder of a mortgage, deed of trust or other security instrument encumbering the Property.

NATIONAL HOLIDAYS: New Year’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day and other holidays recognized by the Landlord and the janitorial and other unions servicing the Building in accordance with their contracts.

6

OPERATING EXPENSES: All Taxes, costs, expenses and disbursements of every kind and nature which Landlord shall pay or become obligated to pay in connection with the ownership, management, operation, maintenance, replacement and repair of the Property (including the amortized portion of any capital expenditure or improvement, amortized over the average useful life of the repaired or replaced item as reasonably determined by Landlord, together with interest thereon at the Reference Rate, expenses of changing utility service providers, and any dues, assessments and other expenses pursuant to any covenants, conditions and restrictions, or any reciprocal easements, or any owner’s association now or hereafter affecting the Project). Operating Expenses shall be allocated among the categories of Project Operating Expenses, Building Operating Expenses or Phase Operating Expenses as provided in Article Four. If any Operating Expense, though paid in one year, relates to more than one calendar year, at the option of Landlord such expense may be proportionately allocated among such related calendar years. Operating Expenses shall include the following, by way of illustration only and not limitation: (1) all Taxes; (2) all insurance premiums and other costs (including deductibles, provided, that any deductible for earthquake insurance shall only be included in Operating Expenses if there is damage to the Building resulting from an earthquake, and such deductible shall be amortized over the average useful life of the improvements repaired or reconstructed, as reasonably determined by Landlord, together with interest thereon at the Reference Rate, and only the amortized portion thereof applicable to the Term of the Lease shall be included in Operating Expenses), including the cost of rental insurance; (3) all license, permit and inspection fees; (4) all costs of utilities, fuels and related services, including water, sewer, light, telephone, power and steam connection, service and related charges; (5) all costs to repair, maintain and operate heating, ventilating and air conditioning systems, including preventive maintenance; (6) all janitorial, landscaping and security services; (7) all wages, salaries, payroll taxes, fringe benefits and other labor costs, including the cost of workers’ compensation and disability insurance; (8) all costs of operation, maintenance and repair of all parking facilities and other common areas; (9) all supplies, materials, equipment and tools; (10) dues, assessments and other expenses pursuant to any covenants, conditions and restrictions, or any reciprocal easements, or any owner’s association now or hereafter affecting the Project; (11) modifications to the Building or the Project occasioned by Laws now or hereafter in effect; (12) the total charges of any independent contractors employed in the care, operation, maintenance, repair, leasing and cleaning of the Project, including landscaping, roof maintenance, and repair, maintenance and monitoring of life-safety systems, plumbing systems, electrical wiring and Project signage; (13) the cost of accounting services necessary to compute the rents and charges payable by tenants at the Project; (14) exterior window and exterior wall cleaning and painting; (15) managerial and administrative expenses; (16) all costs in connection with the exercise facility at the Project; (17) all costs and expenses related to Landlord’s retention of consultants in connection with the routine review, inspection, testing, monitoring, analysis and control of Hazardous Material, and retention of consultants in connection with the clean-up of Hazardous Material (to the extent not recoverable from a particular tenant of the Project and except to the extent any spill or release of Hazardous Material is determined to be caused by Landlord or its

7

employees, contractors, agents or representatives), and all costs and expenses related to the implementation of recommendations made by such consultants concerning the use, generation, storage, manufacture, production, storage, release, discharge, disposal or clean-up of Hazardous Material on, under or about the Premises or the Project (to the extent not recoverable from a particular tenant of the Project and except to the extent any spill or release of Hazardous Material is determined to be caused by Landlord or its employees, contractors, agents or representatives); (18) all capital improvements made for the purpose of reducing or controlling other Operating Expenses, and all other capital expenditures, but only as amortized over the average useful life of the improvements, as reasonably determined by Landlord, together with interest thereon at the Reference Rate; (19) all property management costs and fees, including all costs in connection with the Project property management office, provided that the management fees shall not exceed three percent (3%) of gross rents for the Project; and (20) all fees or other charges incurred in conjunction with voluntary or involuntary membership in any energy conservation, air quality, environmental, traffic management or similar organizations. Operating Expenses shall not include: (a) costs of alterations of space to be occupied by new or existing tenants of the Project; (b) depreciation charges; (c) interest and principal payments on loans (except for loans for capital expenditures or improvements which Landlord is allowed to include in Operating Expenses as provided above); (d) ground rental payments; (e) real estate brokerage and leasing commissions; (f) advertising and marketing expenses; (g) costs of Landlord reimbursed by insurance proceeds; (h) expenses incurred in negotiating leases of other tenants in the Project or enforcing lease obligations of other tenants in the Project; (i) Landlord’s or Landlord’s property manager’s corporate general overhead or corporate general administrative expenses; (j) capital improvements except as expressly provided above; (k) any capital expenditure for improvements or modifications to the Building or Project to the extent that Landlord was in violation of Law then in effect and applied to the Building and Project prior to execution of the Lease for failure to make such improvements or modifications prior to execution of the Lease; and (l) costs of removal, abatement or remediation of Hazardous Material to the extent that Landlord was in violation of Law then in effect and applied to the Project prior to execution of the Lease for failure to remove, abate or otherwise remediate Hazardous Material prior to execution of the Lease.

PHASE: Phase means any individual Phase of the Project, as more particularly described in the definition of Project. PHASE OPERATING EXPENSES: Those Operating Expenses described in Section 4.01.

PREMISES: The space located in the Building at the Suite Number listed in Section 1.01(15) and depicted on Exhibit Aattached hereto.

PROJECT or PROPERTY: As of the date hereof, the Project is known as Seaport Centre and consists of those buildings (including the Building) whose general location is shown on the Site Plan of the Project attached as Exhibit C, located in Redwood City, California, associated vehicular and parking areas, landscaping and improvements, together with the Land, any associated interests in real property, and the personal property, fixtures, machinery, equipment,

8

systems and apparatus located in or used in conjunction with any of the foregoing. The Project may also be referred to as the Property. As of the date hereof, the Project is divided into Phase I and Phase II, which are generally designated on Exhibit C, each of which may individually be referred to as a Phase. Landlord reserves the right from time to time to add or remove buildings, areas and improvements to or from a Phase or the Project, or to add or remove a Phase to or from the Project. In the event of any such addition or removal which affects Rentable Area of the Project or a Phase, Landlord shall make a corresponding recalculation and adjustment of any affected Rentable Area and Tenant’s Share.

PROJECT OPERATING EXPENSES: Those Operating Expenses described in Section 4.01.

REAL PROPERTY: The Property excluding any personal property.

REFERENCE RATE: One (1) percentage point (100 basis points) above the rate then most recently announced by Bank of America N.T. & S.A. at its San Francisco main office as its corporate base lending rate, from time to time announced, but in no event higher than the maximum rate permitted by Law for the applicable situation.

RENT: Collectively, Monthly Base Rent, Rent Adjustments and Rent Adjustment Deposits, and all other charges, payments, late fees or other amounts required to be paid by Tenant under this Lease.

RENT ADJUSTMENT: Any amounts owed by Tenant for payment of Operating Expenses. The Rent Adjustments shall be determined and paid as provided in Article Four.

RENT ADJUSTMENT DEPOSIT: An amount equal to Landlord’s estimate of the Rent Adjustment attributable to each month of the applicable Adjustment Year. On or before the Commencement Date and the beginning of each subsequent Adjustment Year or with Landlord’s Statement (defined in Article Four), Landlord may estimate and notify Tenant in writing of its estimate of Operating Expenses, including Project Operating Expenses, Building Operating Expenses and Phase Operating Expenses, and Tenant’s Share of each, for the applicable Adjustment Year. The Rent Adjustment Deposit applicable for the calendar year in which the Commencement Date occurs shall be the amount, if any, specified in Section 1.01(9). Landlord shall have the right from time to time during any Adjustment Year to provide a new or revised estimate of Operating Expenses and/or Taxes and to notify Tenant in writing thereof, of corresponding adjustments in Tenant’s Rent Adjustment Deposit payable over the remainder of such year, and the amount or revised amount due allocable to months preceding such change. The last estimate by Landlord shall remain in effect as the applicable Rent Adjustment Deposit unless and until Landlord notifies Tenant in writing of a change.

RENTABLE AREA OF THE BUILDING: The amount of square footage set forth in Section 1.01(11)

9

RENTABLE AREA OF THE PHASE: The amount of square footage set forth in Section 1.01(12)

RENTABLE AREA OF THE PREMISES: The amount of square footage set forth in Section 1.01(10).

RENTABLE AREA OF THE PROJECT: The amount of square footage set forth in Section 1.01(13), which represents the sum of the rentable area of all space intended for occupancy in the Project.

SECURITY: The cash and/or Letter of Credit, if any, specified in Section 1.01 as Security paid and/or delivered to Landlord as security for Tenant’s performance of its obligations under this Lease, and any proceeds of the Letter of Credit drawn and held by Landlord, all as more particularly provided in Article Five.

SUBSTANTIALLY COMPLETE or SUBSTANTIAL COMPLETION: The completion of the Landlord Work or Tenant Work, as the case may be, except for minor insubstantial details of construction, decoration or mechanical adjustments which remain to be done and which do not materially interfere with Tenant’s use of the Premises for the use set forth above in Section 1.01(17).

TAXES: All federal, state and local governmental taxes, assessments (including assessment bonds) and charges of every kind or nature, whether general, special, ordinary or extraordinary, which Landlord shall pay or become obligated to pay because of or in connection with the ownership, leasing, management, control or operation of the Property or any of its components (including any personal property used in connection therewith), which may also include any rental or similar taxes levied in lieu of or in addition to general real and/or personal property taxes. For purposes hereof, Taxes for any year shall be Taxes which are assessed for any period of such year, whether or not such Taxes are billed and payable in a subsequent calendar year. There shall be included in Taxes for any year the amount of all fees, costs and expenses (including reasonable attorneys’ fees) paid by Landlord during such year in seeking or obtaining any refund or reduction of Taxes. Taxes for any year shall be reduced by the net amount of any tax refund received by Landlord attributable to such year. If a special assessment payable in installments is levied against any part of the Property, Taxes for any year shall include only the installment of such assessment and any interest payable or paid during such year. Taxes shall not include any federal or state inheritance, general income, gift or estate taxes, except that if a change occurs in the method of taxation resulting in whole or in part in the substitution of any such taxes, or any other assessment, for any Taxes as above defined, such substituted taxes or assessments shall be included in the Taxes.

TENANT ADDITIONS: Collectively, Landlord Work, Tenant Work and Tenant Alterations.

TENANT ALTERATIONS: Any alterations, improvements, additions, installations or construction in or to the Premises or any Real Property systems serving the Premises done or

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caused to be done by Tenant after the date hereof, whether prior to or after the Commencement Date (including Tenant Work, but excluding Landlord Work).

TENANT DELAY: Any event or occurrence which delays the Substantial Completion of the Landlord Work which is caused by or is described as follows:

(i)special work, changes, alterations or additions requested or made by Tenant in the design or finish in any part of the Premises after approval of the plans and specifications (as described in the Rider 2);

(ii)Tenant’s delay in submitting plans, supplying information, approving plans, specifications or estimates, giving authorizations or otherwise;

(iii)failure to approve and pay for such work, if any, as Landlord undertakes to complete at Tenant’s expense;

(iv)the performance or completion by Tenant or any person engaged by Tenant of any work in or about the Premises; or

(v)failure to perform or comply with any obligation or condition binding upon Tenant pursuant to Rider 2, including the failure to approve and pay for such Landlord Work or other items if and to the extent Rider 2 provides they are to be approved or paid by Tenant.

TENANT WORK: All work installed or furnished to the Premises by Tenant in connection with Tenant’s initial occupancy pursuant to Rider 2 and the Workletter.

TENANT’S BUILDING SHARE: The share as specified in Section 1.01(16) and Section 4.01.

TENANT’S PHASE: The Phase in which the Premises is located, as indicated in Section 1.01(1).

TENANT’S PHASE SHARE: The share as specified in Section 1.01(16) and Section 4.01.

TENANT’S PROJECT SHARE: The share as specified in Section 1.01(16) and Section 4.01.

TENANT’S SHARE: Shall mean collectively, Tenant’s respective shares of the respective categories of Operating Expenses, as provided in Section 1.01(16) and Section 4.01. If this Lease is of Premises in more than one building of the Project, then Tenant’s Building Share shall be calculated and specified separately for each such building.

TERM: The term of this Lease commencing on the Commencement Date and expiring on the Expiration Date.

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TERMINATION DATE: The Expiration Date or such earlier date as this Lease terminates or Tenant’s right to possession of the Premises terminates.

WORKLETTER: The agreement regarding the condition of the Premises and Building, and completion of Tenant Work and Landlord Work, if any, set forth in Rider 2 and/or Exhibit Bhereto.

ARTICLE 2

PREMISES, TERM, FAILURE TO GIVE POSSESSION, COMMON AREAS AND PARKING

2.01 LEASE OF PREMISES

Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the Premises for the Term and upon the terms, covenants and conditions provided in this Lease.

2.02 TERM (See Rider 2)

2.03 FAILURE TO GIVE POSSESSION (See Rider 2)

2.04 AREA OF PREMISES

Landlord and Tenant agree that for all purposes of this Lease the Rentable Area of the Premises, the Rentable Area of the Building, the Rentable Area of the Phase and the Rentable Area of the Project as set forth in Article One are controlling, and are not subject to revision after the date of this Lease, except as otherwise provided herein.

2.05 CONDITION OF PREMISES (See Rider 2)

2.06 COMMON AREAS & PARKING

(a)Right to Use Common Areas. Tenant shall have the non-exclusive right, in common with others, to the use of any common entrances, ramps, drives and similar access and serviceways and other Common Areas in the Project. The rights of Tenant hereunder in and to the Common Areas shall at all times be subject to the rights of Landlord and other tenants and owners in the Project who use the same in common with Tenant (provided such rights do not materially and adversely affect Tenant’s non-exclusive right to use the Common Areas), and it shall be the duty of Tenant to keep all the Common Areas free and clear of any obstructions created or permitted by Tenant or resulting from Tenant’s operations. Tenant shall not use the Common Areas or common facilities of the Building or the Project, including the Building’s electrical room, parking lot or trash enclosures, for storage purposes. Nothing herein shall affect the right of Landlord at any time to remove any persons not authorized to use the Common Areas or common facilities from such areas or facilities or to prevent their use by unauthorized persons.

(b)Changes in Common Areas. Landlord reserves the right, at any time and from time to time to (i) make alterations in or additions to the Common Areas or common facilities of

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the Project, including constructing new buildings or changing the location, size, shape or number of the driveways, entrances, parking spaces, parking areas, loading and unloading areas, landscape areas and walkways, (ii) designate property to be included in or eliminate property from the Common Areas or common facilities of the Project, (iii) close temporarily any of the Common Areas or common facilities of the Project for maintenance purposes, and (4) use the Common Areas and common facilities of the Project while engaged in making alterations in or additions and repairs to the Project; provided, however, that reasonable access to the Premises and parking at or near the Project remains available.

(c)Parking. During the Term, Tenant shall have the right to use the number of Parking Spaces specified in Section 1.01(18) for parking on an unassigned basis on that portion of the Project designated by Landlord from time to time for parking. Tenant acknowledges and agrees that the parking spaces in the Project’s parking facility may include a mixture of spaces for compact vehicles as well as full-size passenger automobiles, and that Tenant shall not use parking spaces for vehicles larger than the striped size of the parking spaces. Except as provided below, Tenant shall not park any vehicles at the Project overnight. Notwithstanding the foregoing, Tenant shall be entitled to park up to three (3) vehicles overnight in the Project’s parking facility, provided that (a) any such vehicles parked overnight shall be at Tenant’s sole risk, (b) Landlord shall not directly or indirectly be liable to Tenant or any other person for any damage, loss or theft related to such overnight parking of vehicles and Tenant hereby waives any and all claims, known or unknown, against and releases Landlord and the Indemnitees from any and all claims arising as a consequence of or related to any such damage, loss or theft, and (c) any such vehicles shall actively enter and leave on a regular, ongoing basis consistent with Tenant’s operations at the Premises and shall not be abandoned (i.e., not being moved at all for a period exceeding two (2) consecutive nights) by Tenant. Tenant shall comply with any and all parking rules and regulations if and as from time to time established by Landlord. Tenant shall not allow any vehicles using Tenant’s parking privileges to be parked, loaded or unloaded except in accordance with this Section, including in the areas and in the manner designated by Landlord for such activities. If any vehicle is using the parking or loading areas contrary to any provision of this Section, Landlord shall have the right, in addition to all other rights and remedies of Landlord under this Lease, to remove or tow away the vehicle without prior notice to Tenant, and the cost thereof shall be paid to Landlord within twenty (20) days after notice from Landlord to Tenant.

ARTICLE 3

RENT

Tenant agrees to pay to Landlord at the first office specified in Section 1.01(2), or to such other persons, or at such other places designated by Landlord, without any prior demand therefor in immediately available funds and without any deduction or offset whatsoever, Rent, including Monthly Base Rent and Rent Adjustments in accordance with Article Four, during the Term. Monthly Base Rent shall be paid monthly in advance on the first day of each month of the Term,

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except that the first installment of Monthly Base Rent shall be paid by Tenant to Landlord simultaneously with Tenant’s execution and delivery of this Lease to Landlord. Monthly Base Rent shall be prorated for partial months within the Term. Unpaid Rent shall bear interest at the Default Rate from the date due until paid. Tenant’s covenant to pay Rent shall be independent of every other covenant in this Lease.

ARTICLE 4

OPERATING EXPENSES, RENT ADJUSTMENTS AND PAYMENTS

4.01 TENANT’S SHARE OF OPERATING EXPENSES

Tenant shall pay Tenant’s Share of Operating Expenses in the respective shares of the respective categories of Operating Expenses as set forth below.

(a)Tenant’s Project Share of Project Operating Expenses, which is the percentage obtained by dividing the rentable square footage of the Premises for the building(s) in which the Premises is located by the rentable square footage of the Project and as of the date hereof equals the percentage set forth in Section 1.01(16);

(b)Tenant’s Building Share of Building Operating Expenses, which is the percentage obtained by dividing the rentable square footage of the Premises respectively for each building in which the Premises is located by the total rentable square footage of such building and as of the date hereof equals the percentage set forth in Section 1.01(16);

(c)Tenant’s Phase Share of Phase Operating Expenses, which is the percentage obtained by dividing the aggregate rentable square footage of the Premises located in Tenant’s Phase by the total rentable square footage of Tenant’s Phase and as of the date hereof equals the percentage set forth in Section 1.01(16);

(d)Project Operating Expenses shall mean all Operating Expenses that are not included as Phase Operating Expenses (defined below) and that are not either Building Operating Expenses or operating expenses directly and separately identifiable to the operation, maintenance or repair of any other building located in the Project, but Project Operating Expenses includes operating expenses allocable to any areas of the Building or any other building during such time as such areas are made available by Landlord for the general common use or benefit of all tenants of the Project, and their employees and invitees, or the public, as such areas currently exist and as they may be changed from time to time;

(e)Building Operating Expenses shall mean Operating Expenses that are directly and separately identifiable to each building in which the Premises or part thereof is located;

(f)Phase Operating Expenses shall mean Operating Expenses that Landlord may allocate to a Phase as directly and separately identifiable to all buildings located in the Phase

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(including but not limited to the Building) and may include Project Operating Expenses that are separately identifiable to a Phase;

(g)Landlord shall have the right to reasonably allocate a particular item or portion of Operating Expenses as any one of Project Operating Expenses, Building Operating Expenses or Phase Operating Expenses; however, in no event shall any portion of Building Operating Expenses, Project Operating Expenses or Phase Operating Expenses be assessed or counted against Tenant more than once; and.

(h)Notwithstanding anything to the contrary contained in this Section 4.01, as to each specific category of Operating Expense which one or more tenants of the Building either pays directly to third parties or specifically reimburses to Landlord (for example, separately contracted janitorial services or property taxes directly reimbursed to Landlord), then, on a category by category basis, the amount of Operating Expenses for the affected period shall be adjusted as follows: (1) all such tenant payments with respect to such category of expense and all of Landlord’s costs reimbursed thereby shall be excluded from Operating Expenses and Tenant’s Building Share, Tenant’s Phase Share or Tenant’s Project Share, as the case may be, for such category of Operating Expense shall be adjusted by excluding the square footage of all such tenants, and (2) if Tenant pays or directly reimburses Landlord for such category of Operating Expense, such category of Operating Expense shall be excluded from the determination of Operating Expenses for the purposes of this Lease.

4.02 RENT ADJUSTMENTS

Tenant shall pay to Landlord Rent Adjustments with respect to each Adjustment Year as follows:

(a)The Rent Adjustment Deposit shall be paid monthly during the Term with the payment of Monthly Base Rent, except the first installment which shall be paid by Tenant to Landlord concurrently with execution of this Lease. The Rent Adjustment Deposit represents, on a monthly basis, Tenant’s Share of Landlord’s estimate of Operating Expenses, as described in Section 4.01, for the applicable Adjustment Year (or portion thereof); and

(b)Any Rent Adjustments due in excess of the Rent Adjustment Deposits in accordance with Section 4.03.

4.03 STATEMENT OF LANDLORD

Within one hundred twenty (120) days after the end of each calendar year or as soon thereafter as reasonably possible, Landlord will furnish Tenant a statement (“Landlord’s Statement”) showing the following:

(a)Operating Expenses for the last Adjustment Year showing in reasonable detail the actual Operating Expenses categorized among Project Operating Expenses, Building Operating

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Expenses and Phase Operating Expenses for such period and Tenant’s Share of each as described in Section 4.01 above;

(b)The amount of Rent Adjustments due Landlord for the last Adjustment Year, less credit for Rent Adjustment Deposits paid, if any; and

(c)Any change in the Rent Adjustment Deposit due monthly in the current Adjustment Year, including the amount or revised amount due for months preceding any such change pursuant to Landlord’s Statement.

Tenant shall pay to Landlord within twenty (20) days after receipt of such statement any amounts for Rent Adjustments then due in accordance with Landlord’s Statement. Any amounts due from Landlord to Tenant pursuant to this Section shall be credited to the Rent Adjustment Deposit next coming due, or refunded to Tenant if the Term has already expired provided Tenant is not in default hereunder. No interest or penalties shall accrue on any amounts which Landlord is obligated to credit or refund to Tenant by reason of this Section 4.03. Landlord’s failure to deliver Landlord’s Statement or to compute the amount of the Rent Adjustments shall not constitute a waiver by Landlord of its right to deliver such items nor constitute a waiver or release of Tenant’s obligations to pay such amounts, provided Landlord’s Statement is delivered within three (3) years after the end of the Adjustment Year to which the Landlord’s Statement applies. The Rent Adjustment Deposit shall be credited against Rent Adjustments due for the applicable Adjustment Year. During the last complete calendar year or during any partial calendar year in which the Lease terminates, Landlord may include in the Rent Adjustment Deposit its estimate of Rent Adjustments which may not be finally determined until after the termination of this Lease, and Landlord shall provide Tenant with a final Landlord’s Statement within sixty (60) days after the expiration or earlier termination of the Lease. Tenant’s obligation to pay Rent Adjustments survives the expiration or termination of the Lease. Notwithstanding the foregoing, in no event shall the sum of Monthly Base Rent and the Rent Adjustments be less than the Monthly Base Rent payable.

4.04 BOOKS AND RECORDS

Landlord shall maintain books and records showing Operating Expenses and Taxes in accordance with sound accounting and management practices, consistently applied. The Tenant or its representative (which representative shall be a certified public accountant licensed to do business in the state in which the Property is located and whose primary business is certified public accounting) shall have the right, for a period of forty-five (45) days following the date upon which Landlord’s Statement is delivered to Tenant, to examine the Landlord’s books and records with respect to the items in the foregoing statement of Operating Expenses and Taxes during normal business hours, upon written notice, delivered at least three (3) business days in advance. If Tenant does not object in writing to Landlord’s Statement within sixty (60) days of Tenant’s receipt thereof, specifying the nature of the item in dispute and the reasons therefor, then Landlord’s Statement shall be considered final and accepted by Tenant. Any amount due to

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the Landlord as shown on Landlord’s Statement, whether or not disputed by Tenant as provided herein shall be paid by Tenant when due as provided above, without prejudice to any such written exception.

4.05 TENANT OR LEASE SPECIFIC TAXES

In addition to Monthly Base Rent, Rent Adjustments, Rent Adjustment Deposits and other charges to be paid by Tenant, Tenant shall pay to Landlord, upon demand, any and all taxes payable by Landlord (other than federal or state inheritance, general income, gift or estate taxes) whether or not now customary or within the contemplation of the parties hereto: (a) upon, allocable to, or measured by the Rent payable hereunder, including any gross receipts tax or excise tax levied by any governmental or taxing body with respect to the receipt of such rent; or (b) upon or with respect to the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises or any portion thereof; or (c) upon the measured value of Tenant’s personal property or trade fixtures located in the Premises or in any storeroom or any other place in the Premises or the Property, or the areas used in connection with the operation of the Property, it being the intention of Landlord and Tenant that, to the extent possible, Tenant shall cause such taxes on personal property or trade fixtures to be billed to and paid directly by Tenant; (d) resulting from Landlord Work, Tenant Work or Tenant Alterations to the Premises, whether title thereto is in Landlord or Tenant; or (e) upon this transaction. Taxes paid by Tenant pursuant to this Section 4.05 shall not be included in any computation of Taxes as part of Operating Expenses.

ARTICLE 5

SECURITY

(a)Tenant, at Tenant’s sole cost and expense, shall provide Landlord, simultaneously with Tenant’s execution and delivery of this Lease to Landlord, with the “Letter of Credit” (defined below) as security (“Security”) for the full and faithful performance by Tenant of each and every term, provision, covenant, and condition of this Lease. If Tenant fails timely to perform any of the terms, provisions, covenants and conditions of this Lease or any other document executed by Tenant in connection with this Lease, including, but not limited to, the payment of Rent or the repair of damage to the Premises caused by Tenant (excluding normal wear and tear), then Landlord may use, apply, or retain the whole or any part of the Security for the payment of any Rent not paid when due, for the cost of repairing such damage, for the cost of cleaning the Premises, for the payment of any other sum which Landlord may expend or may be required to expend by reason of Tenant’s failure to perform, and otherwise for compensation of Landlord for any other loss or damage to Landlord occasioned by Tenant’s failure to perform, including, but not limited to, any loss of future Rent and any damage or deficiency in the reletting of the Premises (whether such loss, damages or deficiency accrue before or after summary proceedings or other reentry by Landlord) and the amount of the unpaid past Rent, future Rent loss, and all other losses, costs and damages, that Landlord would be entitled to

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recover if Landlord were to pursue recovery under Section 11.02(b) or (c) of this Lease or California Civil Code Section 1951.2 or 1951.4 (and any supplements, amendments, replacements and substitutions thereof and therefor from time to time). If Landlord so uses, applies or retains all or part of the Security, Tenant shall within five (5) business days after demand pay or deliver to Landlord in immediately available funds the sum necessary to replace the amount used, applied or retained, except as specified in (d) below. If Tenant has fully and faithfully performed and observed all of Tenant’s obligations under the terms, provisions, covenants and conditions of this Lease, the Security (except any amount retained for application by Landlord as provided herein) shall be returned or paid over to Tenant no later than forty-five (45) days after the latest of: (i) the Termination Date; (ii) the removal of Tenant from the Premises; (iii) the surrender of the Premises by Tenant to Landlord in accordance with this Lease; or (iv) the date Rent Adjustments owed pursuant to this Lease have been computed by Landlord and paid by Tenant. Provided, however, in no event shall any such return be construed as an admission by Landlord that Tenant has performed all of its obligations hereunder.

(b)The Security, whether in the form of cash, Letter of Credit and/or Letter of Credit Proceeds (defined below), shall not be deemed an advance rent deposit or an advance payment of any kind, or a measure of Landlord’s damages with respect to Tenant’s failure to perform, nor shall any action or inaction of Landlord with respect to it or its use or application be a waiver of, or bar or defense to, enforcement of any right or remedy of Landlord. Landlord shall not be required to keep the Security separate from its general funds and shall not have any fiduciary duties or other duties (except as set forth in this Section) concerning the Security. Tenant shall not be entitled to any interest on the Security. In the event of any sale, lease or transfer of Landlord’s interest in the Building, Landlord shall have the right to transfer the Security, or balance thereof, to the vendee, transferee or lessee and any such transfer shall release Landlord from all liability for the return of the Security. Tenant thereafter shall look solely to such vendee, transferee or lessee for the return or payment of the Security. Tenant shall not assign or encumber or attempt to assign or encumber the Security or any interest in it and Landlord shall not be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance, and regardless of one or more assignments of this Lease, Landlord may return the Security to the original Tenant without liability to any assignee. Tenant hereby waives any and all rights of Tenant under the provisions of Section 1950.7 of the California Civil Code, and any and all rights of Tenant under all provisions of law, now or hereafter enacted, regarding security deposits.

(c)If Tenant fails timely to perform any obligation under this Article Five, such breach shall constitute a Default by Tenant under this Lease without any right to or requirement of any further notice or cure period under any other Article of this Lease, except such notice and cure period expressly provided under this Article Five.

(d)As used herein, “Letter of Credit” shall mean an unconditional, irrevocable sight draft letter of credit issued, presentable and payable at the San Francisco, California office of a

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major national bank satisfactory to Landlord in its sole discretion (the “Bank”), naming Landlord as beneficiary, in an amount equal to Six Hundred Ninety Five Thousand Two Hundred Fifteen and 00/100 Dollars ($695,215.00). The Letter of Credit shall provide:

(e)that Landlord may make partial and multiple draws thereunder, up to the face amount thereof, and that Landlord may draw upon the Letter of Credit up to the full amount thereof, as determined by Landlord, and the Bank will pay to Landlord the amount of such draw upon receipt by the Bank of a sight draft signed by Landlord without requirement for any additional documents or statements by Landlord; and (ii) that, in the event of assignment or other transfer of either Landlord’s interest in this Lease or of any interest in Landlord (including, without limitation, consolidations, mergers, reorganizations or other entity changes), the Letter of Credit shall be freely transferable by Landlord, without charge and without recourse, to the assignee or transferee of such interest and the Bank shall confirm the same to Landlord and such assignee or transferee. The Letter of Credit shall be in the form attached as Exhibit Ehereto. Landlord may (but shall not be required to) draw upon the Letter of Credit and use the proceeds therefrom (the “Letter of Credit Proceeds”) or any portion thereof in any manner Landlord is permitted to use the Security under this Article Five. In the event Landlord draws upon the Letter of Credit and elects not to terminate the Lease, but to use the Letter of Credit Proceeds, then within five (5) business days after Landlord gives Tenant written notice specifying the amount of the Letter of Credit Proceeds so utilized by Landlord, Tenant shall immediately deliver to Landlord an amendment to the Letter of Credit or a replacement Letter of Credit in an amount equal to one hundred percent (100%) of the then-required amount of the Letter of Credit. Tenant’s failure to deliver such amendment or replacement of the Letter of Credit to Landlord within five (5) business days after Landlord’s notice shall constitute a Default by Tenant under this Lease. The Letter of Credit shall have an initial term of no longer than one (1) year, shall be “evergreen”, and shall be extended, reissued or replaced by Tenant, in each case at least thirty (30) days prior to its expiration in a manner that fully complies with the requirements of this Article Five, so that in all events the Letter of Credit required hereunder shall be in full force and effect continuously until the date (the “L/C Expiration Date”) for return of the Security described in Subsection (a) above. Any advice from the issuer that it intends to withdraw or not extend the Letter of Credit prior to any scheduled annual expiration or the L/C Expiration Date, or in the event that Landlord determines, in its good faith judgment, that the issuing Bank is no longer satisfactory to remain as the issuer of the Letter of Credit, shall entitle Landlord to, on ten (10) days prior notice, to require Tenant to deliver to Landlord, a replacement Letter of Credit on the same terms and conditions set forth in this Article Five, or if Tenant fails to provide Landlord with a replacement Letter of Credit during such ten (10) day period, draw upon the Letter of Credit.

(f)Notwithstanding anything to the contrary contained herein, Landlord agrees that the Letter of Credit held as part of the Security pursuant to this Section shall be reduced by Three Hundred Forty-Seven Thousand Six Hundred Seven and 50/100 Dollars ($347,607.50) (a “Reduction”) on the first day of the 37th month of the Term. The Reduction is expressly subject

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to the following: (i) prior to the anniversary date on which a Reduction is to be granted, there has occurred no default of Tenant beyond any applicable notice and grace period, and in the event such a default has occurred, the right to the pending Reduction is waived; (ii) on the date on which such Reduction is to be granted there exists no act or omission on the part of Tenant which, with the passage of time or the giving of notice, or both would constitute a default of Tenant, in which event the right to that Reduction is waived (until the default is timely cured); (iii) on or immediately after the date on which a Reduction is to be granted (provided Tenant has qualified for same pursuant to this Section), Tenant has delivered to Landlord an acceptable (pursuant to this Section) substitute Letter of Credit or amendment to the existing Letter of Credit in such appropriately reduced amount, (iv) on the date of the Reduction, Tenant has a minimum bank balance of Five Million and 00/100 Dollars ($5,000,000.00) as evidenced by a bank statement; and (v) Tenant has shown three (3) months of profitability in the months immediately preceding the Reduction in a financial statement certified by its chief financial officer. Landlord agrees, in the instance of such substitute Letter of Credit, to surrender the replaced Letter of Credit promptly after receipt of the substitute.

ARTICLE 6

UTILITIES & SERVICES

6.01 LANDLORD’S GENERAL SERVICES

Landlord shall provide maintenance and services as provided in Article Eight.

6.02 TENANT TO OBTAIN & PAY DIRECTLY

(a)Tenant shall be responsible for and shall pay promptly all charges for gas, electricity, sewer, heat, light, power, telephone, refuse pickup (to be performed on a regularly scheduled basis so that accumulated refuse does not exceed the capacity of Tenant’s refuse bins), janitorial service and all other utilities, materials and services furnished directly to or used by Tenant in, on or about the Premises, together with all taxes thereon. Tenant shall contract directly with the providing companies for such utilities and services.

(b)Notwithstanding any provision of the Lease to the contrary, without, in each instance, the prior written consent of Landlord, which shall not be unreasonably withheld, as more particularly provided in Article Nine, Tenant shall not: (i) make any alterations or additions to the electric or gas equipment or systems or other Building systems. Tenant’s use of electric current shall at no time exceed the capacity of the wiring, feeders and risers providing electric current to the Premises or the Building. The consent of Landlord to the installation of electric equipment shall not relieve Tenant from the obligation to limit usage of electricity to no more than such capacity.

6.03 TELEPHONE SERVICES

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All telegraph, telephone, and communication connections which Tenant may desire outside the Premises shall be subject to Landlord’s prior written approval, in Landlord’s sole discretion, and the location of all wires and the work in connection therewith shall be performed by contractors approved by Landlord and shall be subject to the direction of Landlord, except that such approval is not required as to Tenant’s cabling from the Premises in a route designated by Landlord to any telephone cabinet or panel provided for Tenant’s connection to the telephone cable serving the Building, so long as Tenant’s equipment does not require connections different than or additional to those to the telephone cabinet or panel provided. As to any such connections or work outside the Premises requiring Landlord’s approval, Landlord reserves the right to designate and control the entity or entities providing telephone or other communication cable installation, removal, repair and maintenance outside the Premises and to restrict and control access to telephone cabinets or panels. In the event Landlord designates a particular vendor or vendors to provide such cable installation, removal, repair and maintenance for the Building, Tenant agrees to abide by and participate in such program. Tenant shall be responsible for and shall pay all costs incurred in connection with the installation of telephone cables and communication wiring in the Premises, including any hook-up, access and maintenance fees related to the installation of such wires and cables in the Premises and the commencement of service therein, and the maintenance thereafter of such wire and cables; and there shall be included in Operating Expenses for the Building all installation, removal, hook-up or maintenance costs incurred by Landlord in connection with telephone cables and communication wiring serving the Building which are not allocable to any individual users of such service but are allocable to the Building generally. If Tenant fails to maintain all telephone cables and communication wiring in the Premises and such failure affects or interferes with the operation or maintenance of any other telephone cables or communication wiring serving the Building, Landlord or any vendor hired by Landlord may enter into and upon the Premises forthwith and perform such repairs, restorations or alterations as Landlord deems necessary in order to eliminate any such interference (and Landlord may recover from Tenant all of Landlord’s costs in connection therewith). No later than the Termination Date, Tenant agrees to remove all telephone cables and communication wiring installed by Tenant for and during Tenant’s occupancy, which Landlord shall request Tenant to remove. Tenant agrees that neither Landlord nor any of its agents or employees shall be liable to Tenant, or any of Tenant’s employees, agents, customers or invitees or anyone claiming through, by or under Tenant, for any damages, injuries, losses, expenses, claims or causes of action because of any interruption, diminution, delay or discontinuance at any time for any reason in the furnishing of any telephone or other communication service to the Premises and the Building.

6.04 FAILURE OR INTERRUPTION OF UTILITY OR SERVICE

To the extent that any equipment or machinery furnished or maintained by Landlord outside the Premises is used in the delivery of utilities directly obtained by Tenant pursuant to Section 6.02 and breaks down or ceases to function properly, Landlord shall use reasonable diligence to repair same promptly. In the event of any failure, stoppage or interruption of, or change in, any utilities or services supplied by Landlord which are not directly obtained by Tenant, Landlord shall use

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reasonable diligence to have service promptly resumed. In either event covered by the preceding two sentences, if the cause of any such failure, stoppage or interruption of, or change in, utilities or services is within the control of a public utility, other public or quasi-public entity, or utility provider outside Landlord’s control, notification to such utility or entity of such failure, stoppage or interruption and request to remedy the same shall constitute “reasonable diligence” by Landlord to have service promptly resumed. Notwithstanding any other provision of this Section to the contrary, in the event of any failure, stoppage or interruption of, or change in, any utility or other service furnished to the Premises or the Project resulting from any cause, including changes in service provider or Landlord’s compliance with any voluntary or similar governmental or business guidelines now or hereafter published or any requirements now or hereafter established by any governmental agency, board or bureau having jurisdiction over the operation of the Property: (a) Landlord shall not be liable for, and Tenant shall not be entitled to, any abatement or reduction of Rent; (b) no such failure, stoppage, or interruption of any such utility or service shall constitute an eviction of Tenant or relieve Tenant of the obligation to perform any covenant or agreement of this Lease to be performed by Tenant; (c) Landlord shall not be in breach of this Lease nor be liable to Tenant for damages or otherwise; provided however, to the extent that Landlord’s gross negligence or willful and wrongful act causes an interruption of services that Landlord is obligated to provide to the Premises under this Lease and Tenant is thereby prevented from using the Premises and does not in fact use the Premises for twenty (20) consecutive business days after Tenant has given Landlord written notice of the interruption and inability to use the Premises, then Monthly Base Rent and Rent Adjustments shall be abated commencing as of the first day after the end of such period and continuing so long as Tenant is prevented from and in fact does not use the Premises.

6.05 CHOICE OF SERVICE PROVIDER

Tenant acknowledges that Landlord may, at Landlord’s sole option, to the extent permitted by applicable law, elect to change, from time to time, the company or companies which provide services (including electrical service, gas service, water, telephone and technical services) to the Property, the Premises and/or its occupants provided that Landlord shall provide Tenant with reasonable advance notice of the change. Notwithstanding anything to the contrary set forth in this Lease, Tenant acknowledges that Landlord has not and does not make any representations or warranties concerning the identity or identities of the company or companies which provide services to the Property and the Premises or its occupants and Tenant acknowledges that the choice of service providers and matters concerning the engagement and termination thereof shall be solely that of Landlord. The foregoing provision is not intended to modify, amend, change or otherwise derogate from any provision of this Lease concerning the nature or type of service to be provided or any specific information concerning the amount thereof to be provided. Tenant agrees to cooperate with Landlord and each of its service providers in connection with any change in service or provider.

6.06 SIGNAGE

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Tenant shall not install any signage within the Project, the Building or the Premises without obtaining the prior written approval of Landlord, and Tenant shall be responsible for procurement, installation, maintenance and removal of any such signage installed by Tenant, and all costs in connection therewith, provided, however that Landlord shall be responsible for maintenance of the monument sign and the costs of such maintenance by Landlord shall be included in the Operating Expenses. Any such signage shall comply with Landlord’s current Project signage criteria and all Laws.

ARTICLE 7

POSSESSION, USE AND CONDITION OF PREMISES

7.01 POSSESSION AND USE OF PREMISES

(a)Tenant shall occupy and use the Premises only for the uses specified in Section 1.01(17) to conduct Tenant’s business. Tenant shall not occupy or use the Premises (or permit the use or occupancy of the Premises) for any purpose or in any manner which: (1) is unlawful or in violation of any Law or Environmental Law; (2) may be dangerous to persons or property or which may invalidate, any policy of insurance carried on the Building or Project or covering its operations or which may increase the cost of any such insurance or insurance carried by any other occupant of the Project unless such increase is paid by Tenant; (3) is contrary to or prohibited by the terms and conditions of this Lease or the rules and regulations as provided in Article Eighteen; (4) contrary to or prohibited by the articles, bylaws or rules of any owner’s association affecting the Project; (5) is improper, immoral, or objectionable; (6) would obstruct or interfere with the rights of other tenants or occupants of the Building or the Project, or injure or annoy them, or would tend to create or continue a nuisance; or (7) would constitute any waste in or upon the Premises or Project. The parties acknowledge that Landlord has provided Tenant with a copy of the articles, bylaws or rules of any owner’s association affecting the Project prior to the execution of this Lease.

(b)Landlord and Tenant acknowledge that the Americans With Disabilities Act of 1990 (42 U.S.C. §12101 et seq.) and regulations and guidelines promulgated thereunder, as all of the same may be amended and supplemented from time to time (collectively referred to herein as the “ADA”) establish requirements for business operations, accessibility and barrier removal, and that such requirements may or may not apply to the Premises, the Building and the Project depending on, among other things: (1) whether Tenant’s business is deemed a “public accommodation” or “commercial facility”, (2) whether such requirements are “readily achievable”, and (3) whether a given alteration affects a “primary function area” or triggers “path of travel” requirements. The parties hereby agree that: (a) Landlord shall be responsible for ADA Title III compliance in the Common Areas, except as provided below, and the exterior exits from the Building existing as of the Date of Lease, (b) Tenant shall be responsible for ADA Title III compliance in the Premises to the extent required by Law given the type of Tenant’s use, including any leasehold improvements existing as of the execution date of this Lease and any

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leasehold improvements or other work to be performed in the Premises under or in connection with this Lease, except that Landlord shall be responsible to the extent of ADA Title III compliance is required only by reason of the Landlord Work, (c) Landlord may perform, or require that Tenant perform, and Tenant shall be responsible for the cost of, ADA Title III “path of travel” requirements triggered by Tenant Additions in the Premises, and (d) Landlord may perform, or require Tenant to perform, and Tenant shall be responsible for the cost of, ADA Title III compliance in the Common Areas necessitated by the Building being deemed to be a “public accommodation” instead of a “commercial facility” as a result of Tenant’s use of the Premises. To the extent Tenant shall occupy the entire Building or an entire floor in the Building, all ADA Title III requirements relating to the restrooms, elevator lobbies and corridors on such floor shall be the responsibility of Tenant. In such event, all matters related to “life safety” on such floor shall also be the responsibility of Tenant. Tenant shall be solely responsible for requirements under Title I of the ADA relating to Tenant’s employees. Notwithstanding any provision of the foregoing to the contrary, Landlord shall perform and be responsible for any ADA Title III compliance outside the Building, including the exterior Common Areas of the Building (the cost of which shall be included in Operating Expenses, unless expressly excluded from the definition of Operating Expenses), but Landlord shall not be obligated to pay for any compliance outside the Building to the extent that Tenant is responsible for such compliance pursuant to item (d) above.

(c)Landlord and Tenant agree to cooperate and use commercially reasonable efforts to participate in traffic management programs generally applicable to businesses located in or about the area and Tenant shall encourage and support van and car pooling by office workers and service employees to the extent reasonably permitted by the requirements of Tenant’s business. Neither this Section or any other provision of this Lease is intended to or shall create any rights or benefits in any other person, firm, company, governmental entity or the public.

(d)Tenant agrees to cooperate with Landlord and to comply with any and all guidelines or controls concerning energy management imposed upon Landlord by federal or state governmental organizations or by any energy conservation association to which Landlord is a party or which is applicable to the Building.

7.02 HAZARDOUS MATERIAL

(a)Tenant shall not use, generate, manufacture, produce, store, handle, release, discharge, or dispose of, on, under or about the Premises or any part of the Project, or transport to or from the Premises or any part of the Project, any Hazardous Material or allow any “Tenant Parties” (defined below) to do so, except as expressly permitted below, without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion. Upon demand, Tenant shall reimburse Landlord for all costs and expenses incurred by Landlord in evaluating any such request. For purposes of this Lease, “Tenant Parties” shall mean all occupants or users of the Premises permitted or suffered by Tenant, or the employees, servants, agents, contractors,

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customers or invitees of Tenant or of any such occupants or users. Provided that the Premises are used only for the uses specified in Section 1.01 and Section 7.01 above, the foregoing prohibition shall not prohibit Tenant from using and storing in, and transporting to and from, the Premises, the types and amounts of Hazardous Material as specified on Exhibit Fhereto and by this reference incorporated herein (“Permitted Hazardous Material”) and insignificant amounts of Hazardous Material typically used in general business office applications (to the extent the Premises is used for general offices) so long as

(b)such substances are used in accordance with the manufacturers’ instructions therefor and all applicable Laws,

(c)such substances are not used or disposed of in or about the Building or the Project in a manner which would constitute a release or discharge thereof, and (iii) all Hazardous Material is removed from the Building and the Project by Tenant no later than the Termination Date. Tenant shall, within fifteen (15) days after demand therefor, deliver to Landlord a written list identifying any Hazardous Material then maintained by Tenant in the Building, the use of each such Hazardous Material so maintained by Tenant together with written certification by Tenant stating, in substance, that neither Tenant nor any Tenant Parties has released or discharged any Hazardous Material in or about the Building or the Project. Tenant shall, within fifteen (15) days after demand therefor, deliver to Landlord a copy of: (x) all permits, licenses and other governmental and regulatory approvals with respect to the use, generation, manufacture, production, storage, handling, release, discharge, removal and disposal by Tenant or Any of the Tenant Parties of Hazardous Material at the Project; and (y) each Hazardous Material management plan or similar document (“Plan(s)”) with respect to use, generation, manufacture, production, storage, handling, release, discharge, removal or disposal of Hazardous Material by Tenant or any of the Tenant Parties necessary to comply with Environmental Laws or other Laws prepared by or on behalf of Tenant or any of the Tenant Parties (whether or not required to be submitted to a governmental agency). Tenant shall comply with all Environmental Laws pertaining to Tenant’s occupancy and use of the Premises and concerning the proper storage, handling and disposal of any Hazardous Material introduced to the Premises, the Building or the Property by Tenant or any Tenant Parties. Landlord shall comply with all Environmental Laws applicable to the Property other than those to be complied with by Tenant pursuant to the preceding sentence. In the event that Tenant is notified of any investigation or violation of any Environmental Law arising from Tenant’s activities at the Premises, Tenant shall immediately deliver to Landlord a copy of such notice. In such event or in the event Landlord reasonably believes that a violation of Environmental Law exists, Landlord may conduct such tests and studies relating to compliance by Tenant with Environmental Laws or the alleged presence of Hazardous Material upon the Premises as Landlord deems desirable. If such tests and studies determine that Tenant is in violation of this Section 7.02 or any Environmental Law, then Tenant shall reimburse Landlord for the costs of such tests and studies. To the extent permitted by Law, Tenant hereby indemnifies, and agrees to protect, defend and hold the Indemnitees harmless, against any and all actions, claims, demands, liability, costs and expenses, including attorneys’

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fees and expenses for the defense thereof, arising out of any and all of (i) the introduction, use, discharge or release of any Hazardous Material into, in or about the Project by Tenant or any Tenant Parties, including any injury to or death of persons or damage to or destruction of property resulting therefrom, and (ii) any failure of Tenant or any Tenant Parties to observe the covenants of this Section 7.02. In case of any action or proceeding brought against the Indemnitees by reason of any such claim, upon notice from Landlord, Tenant covenants to defend such action or proceeding by counsel chosen by Landlord, in Landlord’s sole discretion. Landlord reserves the right to settle, compromise or dispose of any and all actions, claims and demands related to the foregoing indemnity. If any Hazardous Material is released, discharged or disposed of on or about the Property and such release, discharge or disposal is not caused by Tenant or any Tenant Parties, such release, discharge or disposal shall be deemed casualty damage under Article Fourteen to the extent that the Premises are affected thereby; in such case, Landlord and Tenant shall have the obligations and rights respecting such casualty damage provided under such Article.

(d)The right to use and store in, and transport to and from, the Premises the Permitted Hazardous Material is personal to Guardant Health, Inc. and may not be assigned or otherwise transferred by Guardant Health, Inc. without the prior written consent of Landlord, which consent may be withheld in Landlord’s sole discretion. Any consent by Landlord pursuant to Article Ten to an assignment, transfer, subletting, mortgage, pledge, hypothecation or encumbrance of this Lease, and any interest therein or right or privilege appurtenant thereto, shall not constitute consent by Landlord to the use or storage at, or transportation to, the Premises of any Hazardous Material (including a Permitted Hazardous Material) by any such assignee, sublessee or transferee unless Landlord expressly agrees otherwise in writing. Any consent by Landlord to the use or storage at, or transportation to or from the Premises, of any Hazardous Material (including a Permitted Hazardous Material) by an assignee, sublessee or transferee of Tenant shall not constitute a waiver of Landlord’s right to refuse such consent as to any subsequent assignee or transferee.

(e)Tenant acknowledges that the sewer piping at the Project is made of ABS plastic. Accordingly, without Landlord’s prior written consent, which may be given or withheld in Landlord’s sole discretion, only ordinary domestic sewage is permitted to be put into the drains at the Premises. UNDER NO CIRCUMSTANCES SHALL Tenant EVER DEPOSIT ANY ESTERS OR KETONES (USUALLY FOUND IN SOLVENTS TO CLEAN UP PETROLEUM PRODUCTS) IN THE DRAINS AT THE PREMISES. If Tenant desires to put any substances other than ordinary domestic sewage into the drains, it shall first submit to Landlord a complete description of each such substance, including its chemical composition, and a sample of such substance suitable for laboratory testing. Landlord shall promptly determine whether or not the substance can be deposited into the drains and its determination shall be absolutely binding on Tenant. Upon demand, Tenant shall reimburse Landlord for expenses incurred by Landlord in making such determination. If any substances not so approved hereunder are deposited in the drains in Tenant’s Premises, Tenant shall be liable to Landlord for all damages resulting

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therefrom, including but not limited to all costs and expenses incurred by Landlord in repairing or replacing the piping so damaged.

(f)Upon any violation of any of the foregoing covenants, in addition to all remedies available to a landlord against the defaulting tenant, including but not limited to those set forth in Article Eleven of this Lease, Tenant expressly agrees that upon any such violation Landlord may, at its option (i) immediately terminate this Lease by giving written notice to Tenant of such termination, or (ii) continue this Lease in effect until compliance by Tenant with its clean-up and removal covenant (notwithstanding the expiration of the Term). No action by Landlord hereunder shall impair the obligations of Tenant pursuant to this Section 7.02.

7.03 LANDLORD ACCESS TO PREMISES; APPROVALS

(a)Tenant shall permit Landlord to erect, use and maintain pipes, ducts, wiring and conduits in and through the Premises, so long as Tenant’s use, layout or design of the Premises or access thereto is not materially affected or altered. Landlord or Landlord’s agents shall have the right to enter upon the Premises in the event of an emergency, or to inspect the Premises, to perform janitorial and other services (if any), to conduct safety and other testing in the Premises and to make such repairs, alterations, improvements or additions to the Premises or the Building or other parts of the Property as Landlord may deem necessary or desirable (including all alterations, improvements and additions in connection with a change in service provider or providers). Janitorial and cleaning services (if any) shall be performed after normal business hours. Any entry or work by Landlord may be during normal business hours and Landlord shall use reasonable efforts to ensure that any entry or work shall not materially interfere with Tenant’s occupancy of, or access to, the Premises.

(b)Advance notice shall not be required for entry to perform routine janitorial and cleaning services or for entry in the event of an emergency or urgent situation, as reasonably determined by Landlord, but any other entry or work by Landlord shall be upon at least one (1) business day prior written notice to Tenant, which written notice may include notices e-mailed to Tenant’s on-site manager at the Premises. If Tenant shall not be personally present to permit an entry into the Premises when for any reason an entry therein shall be necessary or permissible, Landlord (or Landlord’s agents), after attempting to notify Tenant (unless Landlord believes an emergency situation exists) as set forth in this Paragraph, may enter the Premises without rendering Landlord or its agents liable therefor, and without relieving Tenant of any obligations under this Lease.

(c)Landlord may enter the Premises for the purpose of conducting such inspections, tests and studies as Landlord may reasonably deem desirable or necessary to confirm Tenant’s compliance with all Laws and Environmental Laws or for other purposes necessary in Landlord’s reasonable judgment to ensure the sound condition of the Property and the systems serving the Property. Landlord’s rights under this Section 7.03 (c) are for Landlord’s own protection only, and Landlord has not, and shall not be deemed to have assumed, any responsibility to Tenant or

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any other party as a result of the exercise or non-exercise of such rights, for compliance with Laws or Environmental Laws or for the accuracy or sufficiency of any item or the quality or suitability of any item for its intended use.

(d)Landlord may do any of the foregoing, or undertake any of the inspection or work described in the preceding paragraphs without such action constituting an actual or constructive eviction of Tenant, in whole or in part, or giving rise to an abatement of Rent by reason of loss or interruption of business of the Tenant, or otherwise.

(e)The review, approval or consent of Landlord with respect to any item required or permitted under this Lease is for Landlord’s own protection only, and Landlord has not, and shall not be deemed to have assumed, any responsibility to Tenant or any other party, as a result of the exercise or non-exercise of such rights, for compliance with Laws or Environmental Laws or for the accuracy or sufficiency of any item or the quality or suitability of any item for its intended use.

7.04 QUIET ENJOYMENT

Landlord covenants, in lieu of any implied covenant of quiet possession or quiet enjoyment, that so long as Tenant is in compliance with the covenants and conditions set forth in this Lease, Tenant shall have the right to quiet enjoyment of the Premises without hindrance or interference from Landlord or those claiming through Landlord, and subject to the covenants and conditions set forth in the Lease and to the rights of any Mortgagee or ground lessor.

ARTICLE 8

MAINTENANCE

8.01 LANDLORD’S MAINTENANCE

Subject to Article Fourteen and Section 8.02, Landlord shall maintain the structural portions of the Building, the roof, exterior walls and exterior doors, foundation, and underslab standard sewer system of the Building in good, clean and safe condition, and shall use reasonable efforts, through Landlord’s program of regularly scheduled preventive maintenance, to keep the Building’s standard heating, ventilation and air conditioning (“HVAC”) equipment in reasonably good order and condition. Notwithstanding the foregoing, Landlord shall have no responsibility to repair the Building’s standard heating, ventilation and air conditioning equipment exclusively serving the Premises, and all such repairs shall be performed by Tenant pursuant to the terms of Section 8.02. Landlord shall also (a) maintain the landscaping, parking facilities and other Common Areas of the Project, and (b) wash the outside of exterior windows at intervals determined by Landlord. Except as provided in Article Fourteen and Article Fifteen, there shall be no abatement of rent, no allowance to Tenant for diminution of rental value and no liability of Landlord by reason of inconvenience, annoyance or any injury to or interference with Tenant’s business arising from the making of or the failure to make any repairs, alterations or

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improvements in or to any portion of the Project or in or to any fixtures, appurtenances or equipment therein. Subject to Landlord’s obligations pursuant to Section 1 of Exhibit Battached hereto, Tenant waives the right to make repairs at Landlord’s expense under any law, statute or ordinance now or hereafter in effect. Any entry or work by Landlord may be during normal business hours and Landlord shall use reasonable efforts to ensure that any entry or work shall not materially interfere with Tenant’s occupancy of, or access to, the Premises.

8.02 TENANT’S MAINTENANCE

Subject to the provisions of Article Fourteen, Tenant shall, at Tenant’s sole cost and expense, make all repairs to the Premises and fixtures therein which Landlord is not required to make pursuant to Section 8.01, including repairs to the interior walls, ceilings and windows of the Premises, the interior doors, Tenant’s signage, and the electrical, life-safety, plumbing and heating, ventilation and air conditioning systems located within or exclusively serving the Premises and shall maintain the Premises, the fixtures and utilities systems therein, and all garbage enclosures exclusively serving the Premises, in a good, clean and safe condition. Tenant shall deliver to Landlord a copy of any maintenance contract entered into by Tenant with respect to the Premises. Tenant shall also, at Tenant’s expense, keep any non-standard heating, ventilating and air conditioning equipment and other non-standard equipment in the Building exclusively serving the Premises in good condition and repair, using contractors reasonably approved in advance, in writing, by Landlord. Notwithstanding Section 8.01 above, but subject to the waivers set forth in Section 16.04, Tenant will pay for any repairs to the Building or the Project which are caused by any negligence or carelessness, or by any willful and wrongful act, of Tenant or its assignees, subtenants or employees, or of the respective agents of any of the foregoing persons, or of any other persons permitted in the Building or elsewhere in the Project by Tenant or any of them. Tenant will maintain the Premises, and will leave the Premises upon termination of this Lease, in a safe, clean, neat and sanitary condition.

ARTICLE 9

ALTERATIONS AND IMPROVEMENTS

9.01 TENANT ALTERATIONS

(a)The following provisions shall apply to the completion of any Tenant Alterations:

(1)Tenant shall not, except as provided herein, without the prior written consent of Landlord, which consent shall not be unreasonably withheld, make or cause to be made any Tenant Alterations in or to the Premises or any Property systems serving the Premises. Prior to making any Tenant Alterations, Tenant shall give Landlord ten (10) days prior written notice (or such earlier notice as would be necessary pursuant to applicable Law) to permit Landlord sufficient time to post appropriate notices of non-responsibility. Subject to all other requirements of this Article Nine, Tenant may undertake Decoration work without Landlord’s prior written consent. Tenant shall furnish

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Landlord with the names and addresses of all contractors and subcontractors and copies of all contracts. All Tenant Alterations shall be completed at such time and in such manner as Landlord may from time to time reasonably designate, and only by contractors or mechanics approved by Landlord, which approval shall not be unreasonably withheld, provided, however, that Landlord may, in its sole discretion, specify the engineers and contractors to perform all work relating to the Building’s systems (including the mechanical, heating, plumbing, security, ventilating, air-conditioning, electrical, communication and the fire and life safety systems in the Building). The contractors, mechanics and engineers who may be used are further limited to those whose work will not cause or threaten to cause disharmony or interference with Landlord or other tenants in the Building and their respective agents and contractors performing work in or about the Building. Landlord may further condition its consent upon Tenant furnishing to Landlord and Landlord approving prior to the commencement of any work or delivery of materials to the Premises related to the Tenant Alterations such of the following as specified by Landlord: architectural plans and specifications, opinions from Landlord’s engineers stating that the Tenant Alterations will not in any way adversely affect the Building’s systems, necessary permits and licenses, certificates of insurance, and such other documents in such form reasonably requested by Landlord. Landlord may, in the exercise of reasonable judgment, request that Tenant provide Landlord with appropriate evidence of Tenant’s ability to complete and pay for the completion of the Tenant Alterations such as a performance bond or letter of credit. Upon completion of the Tenant Alterations, Tenant shall deliver to Landlord an as-built mylar and digitized (if available) set of plans and specifications for the Tenant Alterations.

(2)Tenant shall pay the cost of all Tenant Alterations and the cost of decorating the Premises and any work to the Property occasioned thereby. In connection with completion of any Tenant Alterations, Tenant shall pay Landlord a construction fee and all elevator and hoisting charges at Landlord’s then standard rate provided that such construction fee shall not exceed three percent (3.0%) of the cost of such Tenant Alterations. Upon completion of Tenant Alterations, Tenant shall furnish Landlord with contractors’ affidavits and full and final waivers of lien and receipted bills covering all labor and materials expended and used in connection therewith and such other documentation reasonably requested by Landlord or Mortgagee.

(3)Tenant agrees to complete all Tenant Alterations (i) in accordance with all Laws, Environmental Laws, all requirements of applicable insurance companies and in accordance with Landlord’s standard construction rules and regulations, and (ii) in a good and workmanlike manner with the use of good grades of materials. Tenant shall notify Landlord immediately if Tenant receives any notice of violation of any Law in connection with completion of any Tenant Alterations and shall immediately take such steps as are necessary to remedy such violation. In no event shall such supervision or right to supervise by Landlord nor shall any approvals given by Landlord under this Lease

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constitute any warranty by Landlord to Tenant of the adequacy of the design, workmanship or quality of such work or materials for Tenant’s intended use or of compliance with the requirements of Section 9.01(a)(3)(i) and (ii) above or impose any liability upon Landlord in connection with the performance of such work.

(b)All Tenant Additions to the Premises whether installed by Landlord or Tenant, shall without compensation or credit to Tenant, become part of the Premises and the property of Landlord at the time of their installation and shall remain in the Premises, unless pursuant to Article Twelve, Tenant may remove them or is required to remove them at Landlord’s request.

9.02 LIENS

Tenant shall not permit any lien or claim for lien of any mechanic, laborer or supplier or any other lien to be filed against the Building, the Land, the Premises, or any other part of the Property arising out of work performed, or alleged to have been performed by, or at the direction of, or on behalf of Tenant. If any such lien or claim for lien is filed, Tenant shall within ten (10) days of receiving notice of such lien or claim (a) have such lien or claim for lien released of record or (b) deliver to Landlord a bond in form, content, amount, and issued by surety, satisfactory to Landlord, indemnifying, protecting, defending and holding harmless the Indemnitees against all costs and liabilities resulting from such lien or claim for lien and the foreclosure or attempted foreclosure thereof. If Tenant fails to take any of the above actions, Landlord, in addition to its rights and remedies under Article Eleven, without investigating the validity of such lien or claim for lien, may pay or discharge the same and Tenant shall, as payment of additional Rent hereunder, reimburse Landlord upon demand for the amount so paid by Landlord, including Landlord’s expenses and attorneys’ fees.

ARTICLE 10

ASSIGNMENT AND SUBLETTING

10.01 ASSIGNMENT AND SUBLETTING

(a)Without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion, Tenant may not sublease, assign, mortgage, pledge, hypothecate or otherwise transfer or permit the transfer of this Lease or the encumbering of Tenant’s interest therein in whole or in part, by operation of Law or otherwise or permit the use or occupancy of the Premises, or any part thereof, by anyone other than Tenant, provided, however, if Landlord chooses not to recapture the space proposed to be subleased or assigned as provided in Section 10.02, Landlord shall not unreasonably withhold its consent to a subletting or assignment under this Section 10.01. Tenant agrees that the provisions governing sublease and assignment set forth in this Article Ten shall be deemed to be reasonable. If Tenant desires to enter into any sublease of the Premises or assignment of this Lease, Tenant shall deliver written notice thereof to Landlord (“Tenant’s Notice”), together with the identity of the proposed subtenant or assignee and the proposed principal terms thereof and financial and other information sufficient for

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Landlord to make an informed judgment with respect to such proposed subtenant or assignee at least forty-five (45) days prior to the commencement date of the term of the proposed sublease or assignment. If Tenant proposes to sublease less than all of the Rentable Area of the Premises, the space proposed to be sublet and the space retained by Tenant must each be a marketable unit as reasonably determined by Landlord and otherwise in compliance with all Laws. Landlord shall notify Tenant in writing of its approval or disapproval of the proposed sublease or assignment or its decision to exercise its rights under Section 10.02 within thirty (30) days after receipt of Tenant’s Notice (and all required information). In no event may Tenant sublease any portion of the Premises or assign the Lease to any other tenant of the Project unless Landlord does not or will not have space available at a similar time to when the space subject to the proposed assignment or sublease is to be available to the assignee or subtenant, for a similar size as the proposed assignment or sublease transaction. Tenant shall submit for Landlord’s approval (which approval shall not be unreasonably withheld) any advertising which Tenant or its agents intend to use with respect to the space proposed to be sublet.

(b)With respect to Landlord’s consent to an assignment or sublease, Landlord may take into consideration any factors which Landlord may deem relevant, and the reasons for which Landlord’s denial shall be deemed to be reasonable shall include, without limitation, the following:

(i)in Landlord’s reasonable judgment the business reputation or creditworthiness of any proposed subtenant or assignee is not acceptable to Landlord; or

(ii)in Landlord’s reasonable judgment the proposed assignee or subtenant would diminish the value or reputation of the Building or Landlord; or

(iii)any proposed assignee’s or subtenant’s use of the Premises would violate Section 7.01 of the Lease or would violate the provisions of any other leases of tenants in the Project;

(iv)the proposed assignee or subtenant is either a governmental agency, a school or similar operation, or a medical related practice; or

(v)the proposed subtenant or assignee is a bona fide prospective tenant of Landlord in the Project as demonstrated by a written proposal dated within ninety (90) days prior to the date of Tenant’s request; or

(vi)the proposed subtenant or assignee would materially increase the estimated pedestrian and vehicular traffic to and from the Premises and the Building.

In no event shall Landlord be obligated to consider a consent to any proposed assignment of the Lease which would assign less than the entire Premises. In the event Landlord wrongfully withholds its consent to any proposed sublease of the Premises or assignment of the Lease,

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Tenant’s sole and exclusive remedy therefor shall be to seek specific performance of Landlord’s obligations to consent to such sublease or assignment.

(c)Any sublease or assignment shall be expressly subject to the terms and conditions of this Lease Any subtenant or assignee shall execute such documents as Landlord may reasonably require to evidence the terms of Landlord’s consent to the sublease or assignment, including agreement to the effect set forth in Section 10.01(e) and Section 10.05 below. Tenant shall deliver to Landlord a copy of all agreements executed by Tenant and the proposed subtenant and assignee with respect to the Premises. Landlord’s approval of a sublease, assignment, hypothecation, transfer or third party use or occupancy shall not constitute a waiver of Tenant’s obligation to obtain Landlord’s consent to further assignments or subleases, hypothecations, transfers or third party use or occupancy.

(d)For purposes of this Article Ten, an assignment shall be deemed to include a change in the majority control of Tenant, resulting from any transfer, sale or assignment of shares of stock of Tenant occurring by operation of Law or otherwise, and includes any merger, acquisition, consolidation or reorganization. Notwithstanding any provision of this Section to the contrary, an assignment for purposes of this Article does not include any transfer of control of the stock or membership interests of Tenant through (i) any public offering of shares of stock in Tenant in accordance with applicable State and Federal law, rules, regulations and orders if thereafter the stock shall be listed and publicly traded through the New York Stock Exchange or the NASDAQ national market; or (ii) public sale of such stock effected through such exchange or the NASDAQ national market. If Tenant is a partnership, any change in the partners of Tenant shall be deemed to be an assignment.

(e)For purposes of this Lease, a “Permitted Transferee” shall mean any Person which: (i) is an Affiliate; or (ii) is the corporation or other entity (the “Successor”) resulting from a merger, consolidation or non-bankruptcy reorganization with Tenant; or (iii) is otherwise a deemed assignee due to a change of control under section 10.01(d) above; or (iv) purchases substantially all the assets of Tenant as a going concern (the “Purchaser”). Notwithstanding anything to the contrary in Sections 10.01(a) and (b), 10.02 and 10.03, provided there is no uncured Default under this Lease, Tenant shall have the right, without the prior written consent of Landlord, to assign this Lease to a Permitted Transferee or to sublease the Premises or any part thereof to a Permitted Transferee provided that: (1) Landlord receives thirty (30) days prior written notice of an assignment or sublease (including a proposed transaction described in subparts (i), (ii), (iii) or (iv) of this Section 10.01(e)); (2) with respect to an assignment of the Lease or a sublease of more than half the Premises to an entity described in subparts (ii) or (iv) of this Section 10.01(e), the Permitted Transferee’s net worth is not less than Tenant’s net worth immediately prior to such assignment or subletting; (3) with respect to an assignment of the Lease or a sublease of more than half the Premises to an entity described in subparts

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(f)or (iii) of this Section 10.01(e), Tenant (as the assignor or sublandord) continues in existence with a net worth not less than Tenant’s net worth immediately prior to such assignment or subletting; (4) the Permitted Transferee expressly assumes (except a Permitted Transferee which is a deemed assignee under subpart (iii) of this Section 10.01(e) or which is a sublessee in the event of a sublease under this Section 10.01(e)) in writing satisfactory to Landlord all of the obligations of Tenant under this Lease and delivers such assumption to Landlord no later than fifteen (15) days prior to the effective date of the assignment; (5) Landlord receives no later than five (5) days before the effective date a fully executed copy of the applicable assignment or sublease agreement between Tenant and the Permitted Transferee; and (6) promptly after Landlord’s written request, Tenant and the Permitted Transferee provide such reasonable documents and information which Landlord reasonably requests for the purpose of substantiating whether or not the assignment or sublease is to a Permitted Transferee. All determinations of net worth for purposes of this Subsection shall exclude any value attributable to goodwill or going concern value. With respect to any proposed assignment under subparts (ii) or (iv) of this Section 10.01(e)), Tenant shall pay Landlord, no later than thirty (30) days prior to the effective date of such proposed assignment, a processing fee of Two Thousand Five Hundred and 00/100 Dollars ($2,500.00), which shall be Landlord’s earned fee whether or not the proposed assignment is completed by Tenant.

(g)With respect to any sublease to a Permitted Transferee pursuant to Subsection (e) above, Tenant hereby irrevocably assigns to Landlord, effective upon any such sublease, all rent and other payments due from subtenant under the sublease, provided however, that Tenant shall have a license to collect such rent and other payments until the occurrence of a default by Tenant under any of the provisions of the Lease, and notice to Tenant of such default shall not be a prerequisite to Landlord’s right to collect subrent. At any time at Landlord’s option, Landlord shall have the right to give notice to the subtenant of such assignment. Landlord shall credit Tenant with any rent received by Landlord under such assignment but the acceptance of any payment on account of rent from the subtenant as the result of any such default shall in no manner whatsoever serve to release Tenant from any liability under the terms, covenants, conditions, provisions or agreement under the Lease. No such payment of rent or any other payment by the subtenant directly to Landlord and/or acceptance of such payment(s) by Landlord, regardless of the circumstances or reasons therefor, shall in any manner whatsoever be deemed an attornment by the subtenant to Landlord in the absence of a specific written agreement signed by Landlord to such an effect. For purposes of this Subsection, any use or occupancy by a Permitted Transferee (unless it is an assignee) without a formal sublease shall for the purposes of this Subsection be deemed to be a sublease at the same rental rate as provided in the Lease.

10.02 RECAPTURE

Except with respect to an assignment or sublease to a Permitted Transferee in accordance with the provisions of Section 10.01(e), Landlord shall have the option to exclude from the Premises

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covered by this Lease (“recapture”), the space proposed to be sublet or subject to the assignment, effective as of the proposed commencement date of such sublease or assignment. If Landlord elects to recapture, Tenant shall surrender possession of the space proposed to be subleased or subject to the assignment to Landlord on the effective date of recapture of such space from the Premises, such date being the Termination Date for such space. Effective as of the date of recapture of any portion of the Premises pursuant to this section, the Monthly Base Rent, Rentable Area of the Premises and Tenant’s Share shall be adjusted accordingly.

10.03 EXCESS RENT

Tenant shall pay Landlord on the first day of each month during the term of the sublease or assignment, fifty percent (50%) of the amount by which the sum of all rent and other consideration (direct or indirect) due from the subtenant or assignee for such month exceeds: (i) that portion of the Monthly Base Rent and Rent Adjustments due under this Lease for said month which is allocable to the space sublet or assigned; and (ii) the following costs and expenses for the subletting or assignment of such space: (1) brokerage commissions and attorneys’ fees and expenses, (2) the actual costs paid in making any improvements or substitutions in the Premises required by any sublease or assignment; and (3) “free rent” periods, costs of any inducements or concessions given to subtenant or assignee, moving costs, and other amounts in respect of such subtenant’s or assignee’s other leases or occupancy arrangements. All such costs and expenses shall be amortized over the term of the sublease or assignment pursuant to sound accounting principles.

10.04 TENANT LIABILITY

In the event of any sublease or assignment, whether or not with Landlord’s consent, Tenant shall not be released or discharged from any liability, whether past, present or future, under this Lease, including any liability arising from the exercise of any renewal or expansion option, to the extent such exercise is expressly permitted by Landlord. Tenant’s liability shall remain primary, and in the event of default by any subtenant, assignee or successor of Tenant in performance or observance of any of the covenants or conditions of this Lease, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against said subtenant, assignee or successor. After any assignment, Landlord may consent to subsequent assignments or subletting of this Lease, or amendments or modifications of this Lease with assignees of Tenant, without notifying Tenant, or any successor of Tenant, and without obtaining its or their consent thereto, and such action shall not relieve Tenant or any successor of Tenant of liability under this Lease. If Landlord grants consent to such sublease or assignment, Tenant shall pay all reasonable attorneys’ fees and expenses incurred by Landlord with respect to such assignment or sublease (not to exceed Two Thousand Five Hundred and 00/100 Dollars ($2,500.00) per request, provided that Tenant and, as applicable, the assignee, sublessee and transferee execute without negotiation Landlord’s standard documents for consent to assignment, sublease or transfer). In addition, if Tenant has any options to extend the Term of this Lease or to add other space to the

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Premises, such options shall not be available to any subtenant or assignee, directly or indirectly without Landlord’s express written consent, which may be withheld in Landlord’s sole discretion.

10.05 ASSUMPTION AND ATTORNMENT

If Tenant shall assign this Lease as permitted herein, the assignee shall expressly assume all of the obligations of Tenant hereunder in a written instrument satisfactory to Landlord and furnish it to Landlord not later than fifteen (15) days prior to the effective date of the assignment. If Tenant shall sublease the Premises as permitted herein, Tenant shall, at Landlord’s option, within fifteen (15) days following any request by Landlord, obtain and furnish to Landlord a written agreement satisfactory to Landlord to the effect that (a) the subtenant will attorn to Landlord and will pay all subrent directly to Landlord in the event of any termination of this Lease for any reason, including rejection or deemed rejection in any bankruptcy proceeding, and (b) that in the event of any default by Tenant under this Lease, subtenant will pay all subrent directly to Landlord.

ARTICLE 11

DEFAULT AND REMEDIES

11.01 EVENTS OF DEFAULT

The occurrence or existence of any one or more of the following shall constitute a “Default” by Tenant under this Lease:

(i)Tenant fails to pay any installment or other payment of Rent including Rent Adjustment Deposits or Rent Adjustments within three (3) business days after the date when due (provided, however, that should Tenant fail to pay any installment or other payment of Rent when due Landlord shall provide written notice to Tenant with respect to the first two payment failures in any twelve month period and the same shall not constitute a Default unless Tenant fails to pay such sums within three (3) business days after written notice thereof);

(ii)Tenant fails to observe or perform any of the other covenants, conditions or provisions of this Lease or the Workletter and fails to cure such default within fifteen (15) days after written notice thereof to Tenant (except in connection with a failure to perform under Section 20.01 such fifteen (15) day period shall not apply and the period shall be only five (5) days), unless the default involves a hazardous condition, which shall be cured forthwith or unless the failure to perform is a Default for which this Lease specifies there is no cure or grace period, provided that, if Tenant has exercised reasonable diligence to cure such failure and such failure cannot reasonably be cured within such fifteen (15) day period, then such cure period shall be extended, but not in excess of an additional thirty (30) days, so long as Tenant diligently and continuously prosecutes the cure to completion;

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(iii)the interest of Tenant in this Lease is levied upon under execution or other legal process;

(iv)a petition is filed by or against Tenant to declare Tenant bankrupt or seeking a plan of reorganization or arrangement under any Chapter of the Bankruptcy Act, or any amendment, replacement or substitution therefor, or to delay payment of, reduce or modify Tenant’s debts, which in the case of an involuntary action is not discharged within thirty (30) days;

(v)Tenant is declared insolvent by Law or any assignment of Tenant’s property is made for the benefit of creditors;

(vi)a receiver is appointed for Tenant or Tenant’s property, which appointment is not discharged within thirty (30) days;

(vii)any action taken by or against Tenant to reorganize or modify Tenant’s capital structure in a materially adverse way which in the case of an involuntary action is not discharged within thirty (30) days;

(viii)upon the dissolution of Tenant; or

(ix)upon the third occurrence within any Lease Year that Tenant fails to pay Rent when due or has breached a particular covenant of this Lease (whether or not such failure or breach is thereafter cured within any stated cure or grace period or statutory period).

11.02 LANDLORD’S REMEDIES

(a)A Default shall constitute a breach of the Lease for which Landlord shall have the rights and remedies set forth in this Section 11.02 and all other rights and remedies set forth in this Lease or now or hereafter allowed by Law, whether legal or equitable, and all rights and remedies of Landlord shall be cumulative and none shall exclude any other right or remedy.

(b)With respect to a Default, at any time Landlord may terminate Tenant’s right to possession by written notice to Tenant stating such election. Upon the termination of Tenant’s right to possession pursuant to this Section 11.02, Tenant’s right to possession shall terminate and this Lease shall terminate, and Tenant shall remain liable as hereinafter provided. Upon such termination, Landlord shall have the right, subject to applicable Law, to re-enter the Premises and dispossess Tenant and the legal representatives of Tenant and all other occupants of the Premises by unlawful detainer or other summary proceedings, or otherwise as permitted by Law, regain possession of the Premises and remove their property (including their trade fixtures, personal property and those Tenant Additions which Tenant is required or permitted to remove under Article Twelve), but Landlord shall not be obligated to effect such removal, and such property may, at Landlord’s option, be stored elsewhere, sold or otherwise dealt with as

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permitted by Law, at the risk of, expense of and for the account of Tenant, and the proceeds of any sale shall be applied pursuant to Law. Landlord shall in no event be responsible for the value, preservation or safekeeping of any such property. Tenant hereby waives all claims for damages that may be caused by Landlord’s removing or storing Tenant’s personal property pursuant to this Section or Section 12.01, and Tenant hereby indemnifies, and agrees to defend, protect and hold harmless, the Indemnitees from any and all loss, claims, demands, actions, expenses, liability and cost (including attorneys’ fees and expenses) arising out of or in any way related to such removal or storage. Upon such written termination of Tenant’s right to possession and this Lease, Landlord shall have the right to recover damages for Tenant’s Default as provided herein or by Law, including the following damages provided by California Civil Code Section 1951.2:

(1)the worth at the time of award of the unpaid Rent which had been earned at the time of termination;

(2)the worth at the time of award of the amount by which the unpaid Rent which would have been earned after termination until the time of award exceeds the amount of such Rent loss that Tenant proves could reasonably have been avoided;

(3)the worth at the time of award of the amount by which the unpaid Rent for the balance of the term of this Lease after the time of award exceeds the amount of such Rent loss that Tenant proves could be reasonably avoided; and

(4)any other amount necessary to compensate Landlord for all the detriment proximately caused by Tenant’s failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom. The word “rent” as used in this Section 11.02 shall have the same meaning as the defined term Rent in this Lease. The “worth at the time of award” of the amount referred to in clauses (1) and

(5)above is computed by allowing interest at the Default Rate. The worth at the time of award of the amount referred to in clause (3) above is computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one percent (1%). For the purpose of determining unpaid Rent under clause (3) above, the monthly Rent reserved in this Lease shall be deemed to be the sum of the Monthly Base Rent, and monthly Storage Space Rent, if any, and the amounts last payable by Tenant as Rent Adjustments for the calendar year in which Landlord terminated this Lease as provided hereinabove.

(c)Even if Tenant is in Default and/or has abandoned the Premises, this Lease shall continue in effect for so long as Landlord does not terminate Tenant’s right to possession by written notice as provided in Section 11.02(b) above, and Landlord may enforce all its rights and remedies under this Lease, including the right to recover Rent as it becomes due under this

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Lease. In such event, Landlord shall have all of the rights and remedies of a landlord under California Civil Code Section 1951.4 (lessor may continue Lease in effect after Tenant’s Default and abandonment and recover Rent as it becomes due, if Tenant has the right to sublet or assign, subject only to reasonable limitations), or any successor statute. During such time as Tenant is in Default, if Landlord has not terminated this Lease by written notice and if Tenant requests Landlord’s consent to an assignment of this Lease or a sublease of the Premises, subject to Landlord’s option to recapture pursuant to Section 10.02, Landlord shall not unreasonably withhold its consent to such assignment or sublease. Tenant acknowledges and agrees that the provisions of Article Ten shall be deemed to constitute reasonable limitations of Tenant’s right to assign or sublet. Tenant acknowledges and agrees that in the absence of written notice pursuant to Section 11.02(b) above terminating Tenant’s right to possession, no other act of Landlord shall constitute a termination of Tenant’s right to possession or an acceptance of Tenant’s surrender of the Premises, including acts of maintenance or preservation or efforts to relet the Premises or the appointment of a receiver upon initiative of Landlord to protect Landlord’s interest under this Lease or the withholding of consent to a subletting or assignment, or terminating a subletting or assignment, if in accordance with other provisions of this Lease.

(d)In the event that Landlord seeks an injunction with respect to a breach or threatened breach by Tenant of any of the covenants, conditions or provisions of this Lease, if Landlord ultimately prevails, Tenant agrees to reimburse Landlord for the premium for any bond required in connection with such injunction upon demand.

(e)Tenant hereby waives any and all rights to relief from forfeiture, redemption or reinstatement granted by Law (including California Civil Code of Procedure Sections 1174 and 1179) in the event of Tenant being evicted or dispossessed for any cause or in the event of Landlord obtaining possession of the Premises by reason of Tenant’s Default or otherwise;

(f)When this Lease requires giving or service of a notice of Default or of a failure of Tenant to observe or perform any covenant, condition or provision of this Lease which will constitute a Default unless Tenant so observes or performs within any applicable cure period, and so long as the notice given or served provides Tenant the longer of any applicable cure period required by this Lease or by statute, then the giving of any equivalent or similar statutory notice, including any equivalent or similar notices required by California Code of Civil Procedure Section 1161 or any similar or successor statute, shall replace and suffice as any notice required under this Lease. When a statute requires service of a notice in a particular manner, service of that notice (or a similar notice required by this Lease) pursuant to the statutory service of notice procedures shall be sufficient in lieu of, and shall satisfy, any requirements to give notice to the addresses and in the manner required by Article Twenty-four, and without limiting the foregoing, any notice of unlawful detainer required by California Code of Civil Procedure Section 1161 or any similar or successor statute with respect to termination of possession, recovery of possession, eviction, termination of the Lease or similar action or proceeding shall not be required to be given pursuant to Article Twenty- four or to the notice addresses for Tenant set forth in this

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Lease, but instead may be served as required by Code of Civil Procedure Section 1162 or any similar or successor statute, and for purposes of Code of Civil Procedure Section 1162 or any similar or successor statute, Tenant’s “place of residence” and “usual place of business” shall mean the address of the Premises.

(g)The voluntary or other surrender or termination of this Lease, or a mutual termination or cancellation thereof, shall not work a merger and shall terminate all or any existing assignments, subleases, subtenancies or occupancies permitted by Tenant, except if and as otherwise specified in writing by Landlord.

(h)No delay or omission in the exercise of any right or remedy of Landlord upon any default by Tenant, and no exercise by Landlord of its rights pursuant to Section 26.15 to perform any duty which Tenant fails timely to perform, shall impair any right or remedy or be construed as a waiver. No provision of this Lease shall be deemed waived by Landlord unless such waiver is in a writing signed by Landlord. The waiver by Landlord of any breach of any provision of this Lease shall not be deemed a waiver of any subsequent breach of the same or any other provision of this Lease.

11.03 ATTORNEY’S FEES

In the event any party brings any suit or other proceeding with respect to the subject matter or enforcement of this Lease, the prevailing party (as determined by the court, agency or other authority before which such suit or proceeding is commenced) shall, in addition to such other relief as may be awarded, be entitled to recover attorneys’ fees, expenses and costs of investigation as actually incurred, including court costs, expert witness fees, costs and expenses of investigation, and all attorneys’ fees, costs and expenses in any such suit or proceeding (including in any action or participation in or in connection with any case or proceeding under the Bankruptcy Code, 11 United States Code Sections 101 et seq., or any successor statutes, in establishing or enforcing the right to indemnification, in appellate proceedings, or in connection with the enforcement or collection of any judgment obtained in any such suit or proceeding).

11.04 BANKRUPTCY

The following provisions shall apply in the event of the bankruptcy or insolvency of Tenant:

(a)In connection with any proceeding under Chapter 7 of the Bankruptcy Code where the trustee of Tenant elects to assume this Lease for the purposes of assigning it, such election or assignment, may only be made upon compliance with the provisions of (b) and (c) below, which conditions Landlord and Tenant acknowledge to be commercially reasonable. In the event the trustee elects to reject this Lease then Landlord shall immediately be entitled to possession of the Premises without further obligation to Tenant or the trustee.

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(b)Any election to assume this Lease under Chapter 11 or 13 of the Bankruptcy Code by Tenant as debtor-in-possession or by Tenant’s trustee (the “Electing Party”) must provide for:

The Electing Party to cure or provide to Landlord adequate assurance that it will cure all monetary defaults under this Lease within fifteen (15) days from the date of assumption and it will cure all nonmonetary defaults under this Lease within thirty (30) days from the date of assumption. Landlord and Tenant acknowledge such condition to be commercially reasonable.

(c)If the Electing Party has assumed this Lease or elects to assign Tenant’s interest under this Lease to any other person, such interest may be assigned only if the intended assignee has provided adequate assurance of future performance (as herein defined), of all of the obligations imposed on Tenant under this Lease.

For the purposes hereof, “adequate assurance of future performance” means that Landlord has ascertained that each of the following conditions has been satisfied:

(d)The assignee has submitted a current financial statement, certified by its chief financial officer, which shows a net worth and working capital in amounts sufficient to assure the future performance by the assignee of Tenant’s obligations under this Lease; and

(e)Landlord has obtained consents or waivers from any third parties which may be required under a lease, mortgage, financing arrangement, or other agreement by which Landlord is bound, to enable Landlord to permit such assignment.

(f)Landlord’s acceptance of Rent or any other payment from any trustee, receiver, assignee, person, or other entity will not be deemed to have waived, or waive, the requirement of Landlord’s consent, Landlord’s right to terminate this Lease for any transfer of Tenant’s interest under this Lease without such consent, or Landlord’s claim for any amount of Rent due from Tenant.

11.05 LANDLORD’S DEFAULT

Landlord shall be in default hereunder in the event Landlord has not begun and pursued with reasonable diligence the cure of any failure of Landlord to meet its obligations hereunder within thirty (30) days after the receipt by Landlord of written notice from Tenant of the alleged failure to perform. In no event shall Tenant have the right to terminate or rescind this Lease as a result of Landlord’s default as to any covenant or agreement contained in this Lease. Tenant hereby waives such remedies of termination and rescission and hereby agrees that Tenant’s remedies for default hereunder and for breach of any promise or inducement shall be limited to a suit for damages and/or injunction. In addition, Tenant hereby covenants that, prior to the exercise of any such remedies, it will give Mortgagee notice and a reasonable time to cure any default by Landlord.

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ARTICLE 12

SURRENDER OF PREMISES

12.01 IN GENERAL

Upon the Termination Date, Tenant shall surrender and vacate the Premises immediately and deliver possession thereof to Landlord in a clean, good and tenantable condition, ordinary wear and tear, and damage caused by Landlord excepted. Tenant shall deliver to Landlord all keys to the Premises. Tenant shall remove from the Premises all movable personal property of Tenant and Tenant’s trade fixtures, including, subject to Section 6.03, cabling for any of the foregoing. Tenant shall be entitled to remove such Tenant Additions which at the time of their installation Landlord and Tenant agreed may be removed by Tenant. Tenant shall also remove such other Tenant Additions as required by Landlord, including any Tenant Additions containing Hazardous Material. Tenant immediately shall repair all damage resulting from removal of any of Tenant’s property, furnishings or Tenant Additions, shall close all floor, ceiling and roof openings and shall restore the Premises to a tenantable condition as reasonably determined by Landlord. If any of the Tenant Additions which were installed by Tenant involved the lowering of ceilings, raising of floors or the installation of specialized wall or floor coverings or lights, then Tenant shall also be obligated to return such surfaces to their condition prior to the commencement of this Lease. Tenant shall also be required to close any staircases or other openings between floors but only to the extent the same were opened by Tenant. Notwithstanding any of the foregoing to the contrary, (a) Tenant shall not be required to remove any portion of the Tenant Work shown on the Tenant’s Plans and approved as of the date of this Lease, as such terms are defined in Exhibit Bhereto, and (b) if so requested by Tenant in writing (and prominently in all capital and bold lettering which also states that such request is pursuant to Section 12.01 of the Lease) at the time Tenant requests approval of any Tenant Work or subsequent Tenant Alterations, Landlord shall advise Tenant at the time of Landlord’s approval of such Tenant Work or Tenant Alterations as to whether Landlord will require that such Tenant Work or Tenant Alterations be removed by Tenant from the Premises; provided, however, regardless of the foregoing, in any event, Landlord may require removal of any Tenant Additions containing Hazardous Material and all Tenant’s trade fixtures, and, subject to Section 6.03, cabling and wiring installed for Tenant’s personal property or trade fixtures. In the event possession of the Premises is not delivered to Landlord when required hereunder, or if Tenant shall fail to remove those items described above, Landlord may (but shall not be obligated to), at Tenant’s expense, remove any of such property and store, sell or otherwise deal with such property as provided in Section 11.02(b), including the waiver and indemnity obligations provided in that Section, and undertake, at Tenant’s expense, such restoration work as Landlord deems necessary or advisable.

12.02 LANDLORD’S RIGHTS

All property which may be removed from the Premises by Landlord shall be conclusively presumed to have been abandoned by Tenant and Landlord may deal with such property as

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provided in Section 11.02(b), including the waiver and indemnity obligations provided in that Section. Tenant shall also reimburse Landlord for all costs and expenses incurred by Landlord in removing any of Tenant Additions and in restoring the Premises to the condition required by this Lease at the Termination Date.

ARTICLE 13

HOLDING OVER

Tenant shall pay Landlord the greater of (i) one hundred fifty percent (150%) of the monthly Rent payable for the month immediately preceding the holding over (including increases for Rent Adjustments which Landlord may reasonably estimate) or, (ii) one hundred fifty percent (150%) of the fair market rental value of the Premises as reasonably determined by Landlord for each month or portion thereof that Tenant retains possession of the Premises, or any portion thereof, after the Termination Date (without reduction for any partial month that Tenant retains possession). Tenant shall also pay all damages sustained by Landlord by reason of such retention of possession. The provisions of this Article shall not constitute a waiver by Landlord of any re-entry rights of Landlord and Tenant’s continued occupancy of the Premises shall be as a tenancy in sufferance.

ARTICLE 14

DAMAGE BY FIRE OR OTHER CASUALTY

14.01 SUBSTANTIAL UNTENANTABILITY

(a)If any fire or other casualty (whether insured or uninsured) renders all or a substantial portion of the Premises or the Building untenantable, Landlord shall, with reasonable promptness after the occurrence of such damage, reasonably estimate the length of time that will be required to substantially complete the repair and restoration and shall by notice advise Tenant of such estimate (“Landlord’s Notice”). If Landlord estimates that the amount of time required to substantially complete such repair and restoration will exceed one hundred eighty (180) days from the date such damage occurred, then Landlord, or Tenant if all or a substantial portion of the Premises is rendered untenantable, shall have the right to terminate this Lease as of the date of such damage upon giving written notice to the other at any time within twenty (20) days after delivery of Landlord’s Notice, provided that if Landlord so chooses, Landlord’s Notice may also constitute such notice of termination.

(b)In the event that the Building is damaged or destroyed to the extent of more than twenty-five percent (25%) of its replacement cost or to any extent if no insurance proceeds or insufficient insurance proceeds are receivable by Landlord and Tenant does not voluntarily cover the insufficient proceeds, or if the buildings at the Project shall be damaged to the extent of fifty percent (50%) or more of the replacement value or to any extent if no insurance proceeds or insufficient insurance proceeds are receivable by Landlord and Tenant does not voluntarily cover the insufficient proceeds, and regardless of whether or not the Premises be damaged, Landlord

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may elect by written notice to Tenant given within thirty (30) days after the occurrence of the casualty to terminate this Lease in lieu of so restoring the Premises, in which event this Lease shall terminate as of the date specified in Landlord’s notice, which date shall be no later than sixty (60) days following the date of Landlord’s notice.

(c)Unless this Lease is terminated as provided in the preceding Subsections 14.01 (a) and (b), Landlord shall proceed with reasonable promptness to repair and restore the Premises to its condition as existed prior to such casualty, subject to reasonable delays for insurance adjustments and Force Majeure delays, and also subject to zoning Laws and building codes then in effect. Landlord shall have no liability to Tenant, and Tenant shall not be entitled to terminate this Lease if such repairs and restoration are not in fact completed within the time period estimated by Landlord so long as Landlord shall proceed with reasonable diligence to complete such repairs and restoration.

(d)Tenant acknowledges that Landlord shall be entitled to the full proceeds of any insurance coverage, whether carried by Landlord or Tenant, for damages to the Premises, except for those proceeds of Tenant’s insurance of its own personal property and equipment which would be removable by Tenant at the Termination Date. All such insurance proceeds shall be payable to Landlord whether or not the Premises are to be repaired and restored, provided, however, if this Lease is not terminated and the parties proceed to repair and restore Tenant Additions at Tenant’s cost, to the extent Landlord received proceeds of Tenant’s insurance covering Tenant Additions, such proceeds shall be applied to reimburse Tenant for its cost of repairing and restoring Tenant Additions.

(e)Notwithstanding anything in this Article Fourteen to the contrary: (i) Landlord shall have no duty pursuant to this Section to repair or restore any portion of any Tenant Additions or to expend for any repair or restoration of the Premises or Building amounts in excess of insurance proceeds paid to Landlord and available for repair or restoration; (ii) Tenant shall not have the right to terminate this Lease pursuant to this Section if any damage or destruction was caused by the act or neglect of Tenant, its agent or employees; and (iii) in the event that the Premises is located in more than one building of the Project and any damage or destruction covered by this Article affects only one of the buildings in which the Premises is located, then the determination of the extent of damage or destruction shall be made only with respect to the building so affected, and Landlord or Tenant shall be entitled to terminate this Lease only with respect to the part of the Premises in the building so affected, and the Lease shall continue in full force and effect to the extent of the remainder, if any, of the Premises. Whether or not the Lease is terminated pursuant to this Article Fourteen, in no event shall Tenant be entitled to any compensation or damages for loss of the use of the whole or any part of the Premises or for any inconvenience or annoyance occasioned by any such damage, destruction, rebuilding or restoration of the Premises or the Building or access thereto.

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(f)Any repair or restoration of the Premises performed by Tenant shall be in accordance with the provisions of Article Nine hereof.

14.02 INSUBSTANTIAL UNTENANTABILITY

Unless this Lease is terminated as provided in the preceding Subsections 14.01 (a) and (b), then Landlord shall proceed to repair and restore the Building or the Premises other than Tenant Additions, with reasonable promptness, unless such damage is to the Premises and occurs during the last nine (9) months of the Term, in which event either Tenant or Landlord shall have the right to terminate this Lease as of the date of such casualty by giving written notice thereof to the other within twenty (20) days after the date of such casualty. Notwithstanding the foregoing, Landlord’s obligation to repair shall be limited in accordance with the provisions of Section 14.01 above.

14.03 RENT ABATEMENT

If all or any part of the Premises are rendered untenantable by fire or other casualty and this Lease is not terminated, Monthly Base Rent and Rent Adjustments shall abate for that part of the Premises which is untenantable on a per diem basis from the date of the casualty until Landlord has Substantially Completed the repair and restoration work in the Premises which it is required to perform, provided, that as a result of such casualty, Tenant does not occupy the portion of the Premises which is untenantable during such period. The foregoing rent abatement shall not apply in the event the Premises are rendered untenantable by reason of a fire or other casualty caused in whole or in part by the negligence or willful act of Tenant or its agents, employees, contractors or invitees if such abatement would adversely affect Landlord’s or Tenant’s ability to collect under any of its insurance policies providing coverage for rental or business interruptions.

14.04 WAIVER OF STATUTORY REMEDIES

The provisions of this Lease, including this Article Fourteen, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, the Premises or the Property or any part of either, and any Law, including Sections 1932(2), 1933(4), 1941 and 1942 of the California Civil Code, with respect to any rights or obligations concerning damage or destruction shall have no application to this Lease or to any damage to or destruction of all or any part of the Premises or the Property or any part of either, and are hereby waived.

ARTICLE 15

EMINENT DOMAIN

15.01 TAKING OF WHOLE OR SUBSTANTIAL PART

In the event the whole or any substantial part of the Building or of the Premises is taken or condemned by any competent authority for any public use or purpose (including a deed given in

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lieu of condemnation) and the Building or the Premises is thereby rendered untenantable, this Lease shall terminate as of the date title vests in such authority or any earlier date on which possession is required to be surrendered to such authority, and Monthly Base Rent and Rent Adjustments shall be apportioned as of the Termination Date. Notwithstanding anything to the contrary herein set forth, in the event that the Premises is located in more than one building of the Project and any taking covered by this Article affects only one of the buildings in which the Premises is located, then the determination of the extent of the taking shall be made only with respect to the building so affected, and Landlord or Tenant shall be entitled to terminate this Lease only with respect to the part of the Premises in the building so affected, and the Lease shall continue in full force and effect to the extent of the remainder, if any, of the Premises. Further, if at least twenty-five percent (25%) of the rentable area of the Project is taken or condemned by any competent authority for any public use or purpose (including a deed given in lieu of condemnation), and regardless of whether or not the Premises be so taken or condemned, Landlord may elect by written notice to Tenant to terminate this Lease as of the date title vests in such authority or any earlier date on which possession is required to be surrendered to such authority, and Monthly Base Rent and Rent Adjustments shall be apportioned as of the Termination Date. If substantially all of the parking for the Project is taken or condemned by any competent authority for any public use or purpose (including a deed given in lieu of condemnation), and regardless of whether or not the Premises be so taken or condemned, either party may elect by written notice to the other party to terminate this Lease as of the date title vests in such authority or any earlier date on which possession is required to be surrendered to such authority, and Monthly Base Rent and Rent Adjustments shall be apportioned as of the Termination Date. Landlord may, without any obligation to Tenant, agree to sell or convey to the taking authority the Premises, the Building, Tenant’s Phase, the Project or any portion thereof sought by the taking authority, free from this Lease and the right of Tenant hereunder, without first requiring that any action or proceeding be instituted or, if instituted, pursued to a judgment. Notwithstanding anything to the contrary herein set forth, in the event the taking of the Building or Premises is temporary (for less than the remaining term of the Lease), Landlord may elect either (i) to terminate this Lease or (ii) permit Tenant to receive the entire award attributable to the Premises in which case Tenant shall continue to pay Rent and this Lease shall not terminate; provided, however, if the taking is for less than one hundred eighty (180) days and is for all or any part of the Premises, then this Lease shall continue in full force and effect and Tenant shall be entitled to receive the entire award attributable to the Premises and Tenant shall continue to pay Rent.

15.02 TAKING OF PART

In the event a part of the Building or the Premises is taken or condemned by any competent authority (or a deed is delivered in lieu of condemnation) and this Lease is not terminated, the Lease shall be amended to reduce or increase, as the case may be, the Monthly Base Rent and Tenant’s Share to reflect the Rentable Area of the Premises or Building, as the case may be, remaining after any such taking or condemnation. Landlord, upon receipt and to the extent of the

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award in condemnation (or proceeds of sale) shall make necessary repairs and restorations to the Premises (exclusive of Tenant Additions) and to the Building to the extent necessary to constitute the portion of the Building not so taken or condemned as a complete architectural and economically efficient unit. Notwithstanding the foregoing, if as a result of any taking, or a governmental order that the grade of any street or alley adjacent to the Building is to be changed and such taking or change of grade makes it necessary or desirable to substantially remodel or restore the Building or prevents the economical operation of the Building, Landlord shall have the right to terminate this Lease upon ninety (90) days prior written notice to Tenant.

15.03 COMPENSATION

Landlord shall be entitled to receive the entire award (or sale proceeds) from any such taking, condemnation or sale without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award; provided, however, Tenant shall have the right separately to pursue against the condemning authority a separate award in respect of the loss, if any, to Tenant Additions paid for by Tenant without any credit or allowance from Landlord, for fixtures or personal property of Tenant, or for relocation or business interruption expenses, so long as there is no diminution of Landlord’s award as a result.

ARTICLE 16

INSURANCE

16.01 TENANT’S INSURANCE

Tenant, at Tenant’s expense, agrees to maintain in force, with a company or companies acceptable to Landlord, during the Term: (a) Commercial General Liability Insurance on a primary basis and without any right of contribution from any insurance carried by Landlord covering the Premises on an occurrence basis against all claims for personal injury, bodily injury, death and property damage, including contractual liability covering the indemnification provisions in this Lease. Such insurance shall be for such limits that are reasonably required by Landlord from time to time but not less than a combined single limit of Five Million Dollars ($5,000,000.00); (b) Workers’ Compensation and Employers’ Liability Insurance to the extent required by and in accordance with the laws of the State of California; (c) “All Risks” property insurance in an amount adequate to cover the full replacement cost of all Tenant Additions to the Premises, equipment, installations, fixtures and contents of the Premises in the event of loss; (d) In the event a motor vehicle is to be used by Tenant in connection with its business operation from the Premises, Comprehensive Automobile Liability Insurance coverage with limits of not less than Three Million Dollars ($3,000,000.00) combined single limit coverage against bodily injury liability and property damage liability arising out of the use by or on behalf of Tenant, its agents and employees in connection with this Lease, of any owned, non-owned or hired motor vehicles; and (e) such other insurance or coverages as Landlord reasonably requires.

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16.02 FORM OF POLICIES

Each policy referred to in 16.01 shall satisfy the following requirements. Each policy shall (i) name Landlord and the Indemnitees as additional insureds (except Workers’ Compensation and Employers’ Liability Insurance), (ii) be issued by one or more responsible insurance companies licensed to do business in the State of California reasonably satisfactory to Landlord, (iii) where applicable, provide for deductible amounts satisfactory to Landlord and not permit co-insurance, (iv) shall provide that such insurance may not be canceled or amended without thirty (30) days’ prior written notice to the Landlord, and (v) each policy of “All-Risks” property insurance shall provide that the policy shall not be invalidated should the insured waive in writing prior to a loss, any or all rights of recovery against any other party for losses covered by such policies. Tenant shall deliver to Landlord, certificates of insurance and at Landlord’s request, copies of all policies and renewals thereof to be maintained by Tenant hereunder, not less than ten (10) days prior to the Commencement Date and not less than ten (10) days prior to the expiration date of each policy.

16.03 LANDLORD’S INSURANCE

Landlord agrees to purchase and keep in full force and effect during the Term hereof, including any extensions or renewals thereof, insurance under policies issued by insurers of recognized responsibility, qualified to do business in the State of California on the Building in amounts not less than the greater of eighty (80%) percent of the then full replacement cost (without depreciation) of the Building (above foundations and excluding Tenant Additions to the Premises) or an amount sufficient to prevent Landlord from becoming a co-insurer under the terms of the applicable policies, against fire and such other risks as may be included in standard forms of all risk coverage insurance reasonably available from time to time. Landlord agrees to maintain in force during the Term, Commercial General Liability Insurance covering the Building on an occurrence basis against all claims for personal injury, bodily injury, death and property damage. Such insurance shall be for a combined single limit of Five Million Dollars ($5,000,000.00). Neither Landlord’s obligation to carry such insurance nor the carrying of such insurance shall be deemed to be an indemnity by Landlord with respect to any claim, liability, loss, cost or expense due, in whole or in part, to Tenant’s negligent acts or omissions or willful misconduct. Without obligation to do so, Landlord may, in its sole discretion from time to time, carry insurance in amounts greater and/or for coverage additional to the coverage and amounts set forth above.

16.04 WAIVER OF SUBROGATION

(a)Landlord agrees that, if obtainable at no, or minimal, additional cost, and so long as the same is permitted under the laws of the State of California, it will include in its “All Risks” policies appropriate clauses pursuant to which the insurance companies (i) waive all right of subrogation against Tenant with respect to losses payable under such policies and/or (ii) agree

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that such policies shall not be invalidated should the insured waive in writing prior to a loss any or all right of recovery against any party for losses covered by such policies.

(b)Tenant agrees to include, if obtainable at no, or minimal, additional cost, and so long as the same is permitted under the laws of the State of California, in its “All Risks” insurance policy or policies on Tenant Additions to the Premises, whether or not removable, and on Tenant’s furniture, furnishings, fixtures and other property removable by Tenant under the provisions of this Lease appropriate clauses pursuant to which the insurance company or companies (i) waive the right of subrogation against Landlord and/or any tenant of space in the Building with respect to losses payable under such policy or policies and/or (ii) agree that such policy or policies shall not be invalidated should the insured waive in writing prior to a loss any or all right of recovery against any party for losses covered by such policy or policies. If Tenant is unable to obtain in such policy or policies either of the clauses described in the preceding sentence, Tenant shall, if legally possible and without necessitating a change in insurance carriers, have Landlord named in such policy or policies as an additional insured. If Landlord shall be named as an additional insured in accordance with the foregoing, Landlord agrees to endorse promptly to the order of Tenant, without recourse, any check, draft, or order for the payment of money representing the proceeds of any such policy or representing any other payment growing out of or connected with said policies, and Landlord does hereby irrevocably waive any and all rights in and to such proceeds and payments.

(c)Provided that Landlord’s right of full recovery under its policy or policies aforesaid is not adversely affected or prejudiced thereby, Landlord hereby waives any and all right of recovery which it might otherwise have against Tenant, its servants, agents and employees, for loss or damage occurring to the Real Property and the fixtures, appurtenances and equipment therein, except Tenant Additions, to the extent the same is covered by Landlord’s insurance, notwithstanding that such loss or damage may result from the negligence or fault of Tenant, its servants, agents or employees. Provided that Tenant’s right of full recovery under its aforesaid policy or policies is not adversely affected or prejudiced thereby, Tenant hereby waives any and all right of recovery which it might otherwise have against Landlord, its servants, and employees and against every other tenant in the Real Property who shall have executed a similar waiver as set forth in this Section 16.04 (c) for loss or damage to Tenant Additions, whether or not removable, and to Tenant’s furniture, furnishings, fixtures and other property removable by Tenant under the provisions hereof to the extent the same is covered or coverable by Tenant’s insurance required under this Lease, notwithstanding that such loss or damage may result from the negligence or fault of Landlord, its servants, agents or employees, or such other tenant and the servants, agents or employees thereof.

(d)Landlord and Tenant hereby agree to advise the other promptly if the clauses to be included in their respective insurance policies pursuant to subparagraphs (a) and (b) above cannot be obtained on the terms hereinbefore provided and thereafter to furnish the other with a certificate of insurance or copy of such policies showing the naming of the other as an additional

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insured, as aforesaid. Landlord and Tenant hereby also agree to notify the other promptly of any cancellation or change of the terms of any such policy which would affect such clauses or naming. All such policies which name both Landlord and Tenant as additional insureds shall, to the extent obtainable, contain agreements by the insurers to the effect that no act or omission of any additional insured will invalidate the policy as to the other additional insureds.

16.05 NOTICE OF CASUALTY

Tenant shall give Landlord notice in case of a fire or accident in the Premises promptly after Tenant is aware of such event.

ARTICLE 17

WAIVER OF CLAIMS AND INDEMNITY

17.01 WAIVER OF CLAIMS

To the extent permitted by Law, Tenant releases the Indemnitees from, and waives all claims for, damage to person or property sustained by the Tenant or any occupant of the Premises or the Property resulting directly or indirectly from any existing or future condition, defect, matter or thing in and about the Premises or the Property, or any part of either, or any equipment or appurtenance therein, or resulting from any accident in or about the Premises or the Property, or resulting directly or indirectly from any act or neglect of any tenant or occupant of the Property or of any other person, including Landlord’s agents and servants, except to the extent caused by the gross negligence or willful and wrongful act of any of the Indemnitees. If any such damage, whether to the Premises or the Property or any part of either, or whether to Landlord or to other tenants in the Property, results from any act or neglect of Tenant, its employees, servants, agents, contractors, invitees or customers, Tenant shall be liable therefor and Landlord may, at Landlord’s option, repair such damage and Tenant shall, upon demand by Landlord, as payment of additional Rent hereunder, reimburse Landlord within ten (10) days of demand for the total cost of such repairs, in excess of amounts, if any, paid to Landlord under insurance covering such damages. Tenant shall not be liable for any such damage caused by its acts or neglect if Landlord or a tenant has recovered the full amount of the damage from proceeds of insurance policies and the insurance company has waived its right of subrogation against Tenant.

17.02 INDEMNITY BY TENANT

To the extent permitted by Law, Tenant hereby indemnifies, and agrees to protect, defend and hold the Indemnitees harmless, against any and all actions, claims, demands, liability, costs and expenses, including attorneys’ fees and expenses for the defense thereof, arising from Tenant’s occupancy of the Premises, from the undertaking of any Tenant Additions or repairs to the Premises, from the conduct of Tenant’s business on the Premises, or from any breach or default on the part of Tenant in the performance of any covenant or agreement on the part of Tenant to be performed pursuant to the terms of this Lease, or from any willful act or negligence of Tenant,

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its agents, contractors, servants, employees, customers or invitees, in or about the Premises or the Property or any part of either. In case of any action or proceeding brought against the Indemnitees by reason of any such claim, upon notice from Landlord, Tenant covenants to defend such action or proceeding by counsel chosen by Landlord, in Landlord’s sole discretion. Landlord reserves the right to settle, compromise or dispose of any and all actions, claims and demands related to the foregoing indemnity. The foregoing indemnity shall not operate to relieve Indemnitees of liability to the extent such liability is caused by the gross negligence or willful and wrongful act of Indemnitees. Further, the foregoing indemnity is subject to and shall not diminish any waivers in effect in accordance with Section 16.04 by Landlord or its insurers to the extent of amounts, if any, paid to Landlord under its “All-Risks” property insurance.

17.03 WAIVER OF CONSEQUENTIAL DAMAGES

To the extent permitted by law, Tenant hereby waives and releases the Indemnitees from any consequential damages, compensation or claims for inconvenience or loss of business, rents or profits as a result of any injury or damage, whether or not caused by the willful and wrongful act of any of the Indemnitees.

ARTICLE 18

RULES AND REGULATIONS

18.01 RULES

Tenant agrees for itself and for its subtenants, employees, agents, and invitees to comply with all rules and regulations for use of the Premises, the Building, the Phase and the Project imposed by Landlord, as the same may be revised from time to time (provided that such modifications or additions do not materially and adversely affect Tenant’s use of the Premises), including the following: (a) Tenant shall comply with all of the requirements of Landlord’s emergency response plan, as the same may be amended from time to time; and (b) Tenant shall not place any furniture, furnishings, fixtures or equipment in the Premises in a manner so as to obstruct the windows of the Premises to cause the Building, in Landlord’s good faith determination, to appear unsightly from the exterior. Such rules and regulations are and shall be imposed for the cleanliness, good appearance, proper maintenance, good order and reasonable use of the Premises, the Building, the Phase and the Project and as may be necessary for the enjoyment of the Building and the Project by all tenants and their clients, customers, and employees. Landlord shall not be liable to Tenant for or in connection with the failure of any other tenant of the Project to comply with any rules and regulations applicable to such other tenant under its lease; provided, however, Landlord shall use reasonable efforts to enforce the rules and regulations consistently and uniformly with respect to other tenants as applicable to such other tenants under their respective leases and shall not systematically discriminate against Tenant in the enforcement of the rules and regulations (although Tenant acknowledges that there may be differences in the rules and regulations applicable to the various tenants in the Project, and that

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such fact shall not prevent Landlord from enforcing with respect to Tenant the rules and regulations).

18.02 ENFORCEMENT

Nothing in this Lease shall be construed to impose upon the Landlord any duty or obligation to enforce the rules and regulations as set forth above or as hereafter adopted, or the terms, covenants or conditions of any other lease as against any other tenant, and the Landlord shall not be liable to the Tenant for violation of the same by any other tenant, its servants, employees, agents, visitors or licensees.

ARTICLE 19

LANDLORD’S RESERVED RIGHTS

Landlord shall have the following rights exercisable without notice to Tenant and without liability to Tenant for damage or injury to persons, property or business and without being deemed an eviction or disturbance of Tenant’s use or possession of the Premises or giving rise to any claim for offset or abatement of Rent: (1) to change the Building’s name or street address upon thirty (30) days’ prior written notice to Tenant; (2) to install, affix and maintain all signs on the exterior and/or interior of the Building; (3) to designate and/or approve prior to installation, all types of signs, window shades, blinds, drapes, awnings or other similar items, and all internal lighting that may be visible from the exterior of the Premises; (4) upon reasonable notice to Tenant, to display the Premises to prospective purchasers at reasonable hours at any time during the Term and to prospective tenants at reasonable hours during the last twelve (12) months of the Term; (5) to grant to any party the exclusive right to conduct any business or render any service in or to the Building, provided such exclusive right shall not operate to prohibit Tenant from using the Premises for the purpose permitted hereunder; (6) to change the arrangement and/or location of entrances or passageways, doors and doorways, corridors, elevators, stairs, washrooms or public portions of the Building, and to close entrances, doors, corridors, elevators or other facilities, provided that such action shall not materially and adversely interfere with Tenant’s access to the Premises or the Building; (7) to have access for Landlord and other tenants of the Building to any mail chutes and boxes located in or on the Premises as required by any applicable rules of the United States Post Office; and (8) to close the Building after Standard Operating Hours, except that Tenant and its employees and invitees shall be entitled to admission at all times, under such regulations as Landlord prescribes for security purposes.

ARTICLE 20

ESTOPPEL CERTIFICATE

20.01 IN GENERAL

Within fifteen (15) days after request therefor by Landlord, Mortgagee or any prospective mortgagee or owner, Tenant agrees as directed in such request to execute an Estoppel Certificate

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in recordable form, binding upon Tenant, certifying (i) that this Lease is unmodified and in full force and effect (or if there have been modifications, a description of such modifications and that this Lease as modified is in full force and effect); (ii) the dates to which Rent has been paid; (iii) that Tenant is in the possession of the Premises if that is the case; (iv) that Landlord is not in default under this Lease, or, if Tenant believes Landlord is in default, the nature thereof in detail; (v) that Tenant has no offsets or defenses to the performance of its obligations under this Lease (or if Tenant believes there are any offsets or defenses, a full and complete explanation thereof); (vi) that the Premises have been completed in accordance with the terms and provisions hereof, that Tenant has accepted the Premises and the condition thereof and of all improvements thereto and has no claims against Landlord or any other party with respect thereto; (vii) that if an assignment of rents or leases has been served upon the Tenant by a Mortgagee, Tenant will acknowledge receipt thereof and agree to be bound by the provisions thereof; (viii) that Tenant will give to the Mortgagee copies of all notices required or permitted to be given by Tenant to Landlord; and (ix) to any other information reasonably requested.

20.02 ENFORCEMENT

In the event that Tenant fails to deliver an Estoppel Certificate within the period specified in Section 20.01, subject to the five (5) day notice and cure period granted to Tenant in Section 11.01(ii) above, then such failure shall be a Default for which there shall be no additional cure or grace period. In addition to any other remedy available to Landlord, Landlord may impose a charge equal to $500.00 for each day that Tenant fails to deliver an Estoppel Certificate and Tenant shall be deemed to have irrevocably appointed Landlord as Tenant’s attorney-in-fact to execute and deliver such Estoppel Certificate.

ARTICLE 21

INTENTIONALLY OMITTED

ARTICLE 22

REAL ESTATE BROKERS

Tenant represents that in connection with this Lease it is represented by Tenant’s Broker identified in Section 1.01 and, except for Tenant’s Broker and Landlord’s Broker identified in Section 1.01, Tenant has not dealt with any real estate broker, sales person, or finder in connection with this Lease, and no such person initiated or participated in the negotiation of this Lease. Tenant hereby indemnifies and agrees to protect, defend and hold Landlord and Landlord’s Broker harmless from and against all claims, losses, damages, liability, costs and expenses (including, without limitation, attorneys’ fees and expenses) by virtue of any broker, agent or other person claiming a commission or other form of compensation by virtue of alleged representation of, or dealings or discussions with, Tenant with respect to the subject matter of this Lease, except for Landlord’s Broker and except for a commission payable to Tenant’s Broker to the extent provided for in a separate written agreement between Tenant’s Broker and Landlord’s Broker. Tenant is not obligated to pay or fund any amount to Landlord’s Broker, and Landlord hereby agrees to pay such commission, if any, to which Landlord’s Broker is entitled in connection with the subject matter of this Lease pursuant to Landlord’s separate written agreement with Landlord’s Broker. Such commission shall include an amount to be shared by Landlord’s Broker with Tenant’s Broker to the extent that Tenant’s Broker and Landlord’s Broker have entered into a separate agreement between themselves to share the commission paid to

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Landlord’s Broker by Landlord. The provisions of this Section shall survive the expiration or earlier termination of the Lease.

ARTICLE 23

MORTGAGEE PROTECTION

23.01 SUBORDINATION AND ATTORNMENT

This Lease is and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, now or, provided the applicable ground lessor tenders a commercially reasonable non-disturbance agreement to Tenant, hereafter existing, and all amendments, extensions, renewals and modifications to any such lease, provided such amendments, extensions, renewals and modifications do not by their terms materially increase Tenant’s monetary obligations or materially increase Tenant’s non-monetary under this Lease, and (ii) the lien of any mortgage or trust deed now or, provided the Mortgagee tenders a commercially reasonable non-disturbance agreement to Tenant, hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments, extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease;

(a)subject to any offset, defense or damages arising out of a default of any obligations of any preceding Landlord; or

(b)bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such purchaser or ground lessor. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that Landlord, Mortgagee or ground lessor may request. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein.

23.02 MORTGAGEE PROTECTION

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Tenant agrees to give any Mortgagee or ground lessor, by registered or certified mail, a copy of any notice of default served upon the Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such Mortgagee or ground lessor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then the Mortgagee or ground lessor shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or if such default cannot be cured within that time, then such additional notice time as may be necessary, if, within such thirty (30) days, any Mortgagee or ground lessor has commenced and is diligently pursuing the remedies necessary to cure such default (including commencement of foreclosure proceedings or other proceedings to acquire possession of the Real Property, if necessary to effect such cure). Such period of time shall be extended by any period within which such Mortgagee or ground lessor is prevented from commencing or pursuing such foreclosure proceedings or other proceedings to acquire possession of the Real Property by reason of Landlord’s bankruptcy. Until the time allowed as aforesaid for Mortgagee or ground lessor to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the Rent or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of the Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of the ground lessor or the Mortgagee.

ARTICLE 24

NOTICES

(a)All notices, demands or requests provided for or permitted to be given pursuant to this Lease must be in writing and shall be personally delivered, sent by Federal Express or other reputable overnight courier service, or mailed by first class, registered or certified United States mail, return receipt requested, postage prepaid.

(b)All notices, demands or requests to be sent pursuant to this Lease shall be deemed to have been properly given or served by delivering or sending the same in accordance with this Section, addressed to the parties hereto at their respective addresses listed in Sections 1.01(2) and (3).

(c)Notices, demands or requests sent by mail or overnight courier service as described above shall be effective upon deposit in the mail or with such courier service. However, the time period in which a response to any such notice, demand or request must be given shall commence to run from (i) in the case of delivery by mail, the date of receipt on the return receipt of the notice, demand or request by the addressee thereof, or (ii) in the case of delivery by Federal Express or other overnight courier service, the date of acceptance of delivery by an employee, officer, director or partner of Landlord or Tenant. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given, as

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indicated by advice from Federal Express or other overnight courier service or by mail return receipt, shall be deemed to be receipt of notice, demand or request sent. Notices may also be served by personal service upon any officer, director or partner of Landlord or Tenant, and shall be effective upon such service.

(d)By giving to the other party at least thirty (30) days written notice thereof, either party shall have the right from time to time during the term of this Lease to change its respective addresses for notices, statements, demands and requests, provided such new address shall be within the United States of America.

ARTICLE 25

EXERCISE FACILITY

Tenant agrees to inform all employees of Tenant of the following: (i) the exercise facility is available for the use of the employees of tenants of the Project only and for no other person; (ii) use of the facility is at the risk of Tenant or Tenant’s employees, and all users must sign a release; (iii) the facility is unsupervised; and (iv) users of the facility must report any needed equipment maintenance or any unsafe conditions to the Landlord immediately. Landlord may discontinue providing such facility at Landlord’s sole option at any time without incurring any liability. As a condition to the use of the exercise facility, Tenant and each of Tenant’s employees that uses the exercise facility shall first sign a written release in form and substance acceptable to Landlord. Landlord may change the rules and/or hours of the exercise facility at any time, and Landlord reserves the right to deny access to the exercise facility to anyone due to misuse of the facility or noncompliance with rules and regulations of the facility. To the extent permitted by Law, Tenant hereby indemnifies, and agrees to protect, defend and hold the Indemnitees harmless, against any and all actions, claims, demands, liability, costs and expenses, including attorneys’ fees and expenses for the defense thereof, arising from use of the exercise facility in the Project by Tenant, Tenant’s employees or invitees. The foregoing indemnity shall not operate to relieve an Indemnitee of liability to the extent such liability is caused by the gross negligence or willful and wrongful act of such Indemnitee. In case of any action or proceeding brought against the Indemnitees by reason of any such claim, upon notice from Landlord, Tenant covenants to defend such action or proceeding by counsel reasonably acceptable to Landlord. Landlord or Tenant may settle, compromise or dispose of any and all actions, claims and demands related to the foregoing indemnity, subject to the prior written approval of the other, which approval shall not unreasonably be withheld.

ARTICLE 26

OFAC

Landlord advises Tenant hereby that the purpose of this Article is to provide to the Landlord information and assurances to enable Landlord to comply with the law relating to OFAC.

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Tenant hereby represents, warrants and covenants to Landlord, either that (i) Tenant is regulated by the SEC, FINRA or the Federal Reserve (a “Regulated Entity”) or (ii) neither Tenant nor any person or entity that directly or indirectly (a) controls Tenant or (b) has an ownership interest in Tenant of twenty-five percent (25%) or more, appears on the list of Specially Designated Nationals and Blocked Persons (“OFAC List”) published by the Office of Foreign Assets Control (“OFAC”) of the U.S. Department of the Treasury.

If, in connection with this Lease, there is one or more Guarantors of Tenant’s obligations under this Lease, then Tenant further represents, warrants and covenants either that (i) any such Guarantor is a Regulated Entity or (ii) neither Guarantor nor any person or entity that directly or indirectly (a) controls such Guarantor or (b) has an ownership interest in such Guarantor of twenty-five percent (25%) or more, appears on the OFAC List.

Tenant covenants that during the term of this Lease to provide to Landlord information reasonably requested by Landlord including without limitation, organizational structural charts and organizational documents which Landlord may deem to be necessary (“Tenant OFAC Information”) in order for Landlord to confirm Tenant’s continuing compliance with the provisions of this Article. Tenant represents and warrants that the Tenant OFAC Information it has provided or to be provided to Landlord or Landlord’s Broker in connection with the execution of this Lease is true and complete.

ARTICLE 27

MISCELLANEOUS

27.01 LATE CHARGES

(a)The Monthly Base Rent, Rent Adjustments and Rent Adjustment Deposits shall be due when and as specifically provided above. Except for such payments and late charges described below, which late charge shall be due when provided below (without notice or demand), all other payments required hereunder to Landlord shall be paid within twenty (20) days after Landlord’s demand therefor. All Rent and charges, except late charges, not paid when due shall bear interest from the date due until the date paid at the Default Rate in effect on the date such payment was due.

(b)In the event Tenant is more than five (5) days late in paying any installment of Rent due under this Lease, Tenant shall pay Landlord a late charge equal to five percent (5%) of the delinquent installment of Rent. The parties agree that (i) such delinquency will cause Landlord to incur costs and expenses not contemplated herein, the exact amount of which will be difficult to calculate, including the cost and expense that will be incurred by Landlord in processing each delinquent payment of rent by Tenant, and (ii) the amount of such late charge represents a reasonable estimate of such costs and expenses and that such late charge shall be paid to Landlord for each delinquent payment in addition to all Rent otherwise due hereunder. The parties further agree that the payment of late charges and the payment of interest provided

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for in subparagraph (a) above are distinct and separate from one another in that the payment of interest is to compensate Landlord for its inability to use the money improperly withheld by Tenant, while the payment of late charges is to compensate Landlord for its additional administrative expenses in handling and processing delinquent payments. Notwithstanding the foregoing, Landlord shall provide written notice to Tenant with respect to the first late payment in any twelve month period and there shall not be a late charge becoming due unless Tenant fails to pay such sums within five (5) days after written notice thereof.

(c)Payment of interest at the Default Rate and/or of late charges shall not excuse or cure any default by Tenant under this Lease, nor shall the foregoing provisions of this Article or any such payments prevent Landlord from exercising any right or remedy available to Landlord upon Tenant’s failure to pay Rent when due, including the right to terminate this Lease.

27.02 NO JURY TRIAL; VENUE; JURISDICTION

To the extent permitted by Law, each party hereto (which includes any assignee, successor, heir or personal representative of a party) shall not seek a jury trial, hereby waives trial by jury, and hereby further waives any objection to venue in the County in which the Project is located, and agrees and consents to personal jurisdiction of the courts of the State of California, in any action or proceeding or counterclaim brought by any party hereto against the other on any matter whatsoever arising out of or in any way connected with this Lease, the relationship of Landlord and Tenant, Tenant’s use or occupancy of the Premises, or any claim of injury or damage, or the enforcement of any remedy under any statute, emergency or otherwise, whether any of the foregoing is based on this Lease or on tort law. No party will seek to consolidate any such action in which a jury has been waived with any other action in which a jury trial cannot or has not been waived. It is the intention of the parties that these provisions shall be subject to no exceptions. By execution of this Lease the parties agree that this provision may be filed by any party hereto with the clerk or judge before whom any action is instituted, which filing shall constitute the written consent to a waiver of jury trial pursuant to and in accordance with Section 631 of the California Code of Civil Procedure. No party has in any way agreed with or represented to any other party that the provisions of this Section will not be fully enforced in all instances. The provisions of this Section shall survive the expiration or earlier termination of this Lease.

27.03 DEFAULT UNDER OTHER LEASE

It shall be a Default under this Lease if Tenant or any Affiliate holding any other lease with Landlord for premises in the Project defaults under such lease and as a result thereof such lease is terminated or terminable.

27.04 OPTION

This Lease shall not become effective as a lease or otherwise until executed and delivered by both Landlord and Tenant. The submission of the Lease to Tenant does not constitute a

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reservation of or option for the Premises, but when executed by Tenant and delivered to Landlord, the Lease shall constitute an irrevocable offer by Tenant in effect for fifteen (15) days to lease the Premises on the terms and conditions herein contained.

27.05 TENANT AUTHORITY

Tenant represents and warrants to Landlord that it has full authority and power to enter into and perform its obligations under this Lease, that the person executing this Lease is fully empowered to do so, and that no consent or authorization is necessary from any third party. Landlord may request that Tenant provide Landlord evidence of Tenant’s authority.

27.06 ENTIRE AGREEMENT

This Lease, the Exhibits and Riders attached hereto contain the entire agreement between Landlord and Tenant concerning the Premises and there are no other agreements, either oral or written, and no other representations or statements, either oral or written, on which Tenant has relied. This Lease shall not be modified except by a writing executed by Landlord and Tenant.

27.07 MODIFICATION OF LEASE FOR BENEFIT OF MORTGAGEE

If Mortgagee of Landlord requires a modification of this Lease which shall not result in any increased cost or expense to Tenant or in any other substantial and adverse change in the rights and obligations of Tenant hereunder, then Tenant agrees that the Lease may be so modified.

27.08 EXCULPATION

Tenant agrees, on its behalf and on behalf of its successors and assigns, that any liability or obligation of Landlord in connection with this Lease shall only be enforced against Landlord’s equity interest in the Property up to a maximum of Two Million Dollars ($2,000,000.00) and in no event against any other assets of the Landlord, or Landlord’s officers or directors or partners, and that any liability of Landlord with respect to this Lease shall be so limited and Tenant shall not be entitled to any judgment in excess of such amount.

27.09 ACCORD AND SATISFACTION

No payment by Tenant or receipt by Landlord of a lesser amount than any installment or payment of Rent due shall be deemed to be other than on account of the amount due, and no endorsement or statement on any check or any letter accompanying any check or payment of Rent shall be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord’s right to recover the balance of such installment or payment of Rent or pursue any other remedies available to Landlord. No receipt of money by Landlord from Tenant after the termination of this Lease or Tenant’s right of possession of the Premises shall reinstate, continue or extend the Term. Receipt or acceptance of payment from anyone other than Tenant, including an assignee of Tenant, is not a waiver of any breach of

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Article Ten, and Landlord may accept such payment on account of the amount due without prejudice to Landlord’s right to pursue any remedies available to Landlord.

27.10 LANDLORD’S OBLIGATIONS ON SALE OF BUILDING

In the event of any sale or other transfer of the Building, Landlord shall be entirely freed and relieved of all agreements and obligations of Landlord hereunder accruing or to be performed after the date of such sale or transfer, and any remaining liability of Landlord with respect to this Lease shall be limited to Two Million Dollars ($2,000,000.00) and Tenant shall not be entitled to any judgment in excess of such amount.

27.11 BINDING EFFECT

Subject to the provisions of Article Ten, this Lease shall be binding upon and inure to the benefit of Landlord and Tenant and their respective heirs, legal representatives, successors and permitted assigns.

27.12 CAPTIONS

The Article and Section captions in this Lease are inserted only as a matter of convenience and in no way define, limit, construe, or describe the scope or intent of such Articles and Sections.

27.13 TIME; APPLICABLE LAW; CONSTRUCTION

Time is of the essence of this Lease and each and all of its provisions. This Lease shall be construed in accordance with the Laws of the State of California. If more than one person signs this Lease as Tenant, the obligations hereunder imposed shall be joint and several. If any term, covenant or condition of this Lease or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Lease, or the application of such term, covenant or condition to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each item, covenant or condition of this Lease shall be valid and be enforced to the fullest extent permitted by Law. Wherever the term “including” or “includes” is used in this Lease, it shall have the same meaning as if followed by the phrase “but not limited to”. The language in all parts of this Lease shall be construed according to its normal and usual meaning and not strictly for or against either Landlord or Tenant.

27.14 ABANDONMENT

In the event Tenant vacates or abandons the Premises but is otherwise in compliance with all the terms, covenants and conditions of this Lease, Landlord shall (i) have the right to enter into the Premises in order to show the space to prospective tenants, (ii) have the right to reduce the services provided to Tenant pursuant to the terms of this Lease to such levels as Landlord reasonably determines to be adequate services for an unoccupied premises and (iii) during the

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last six (6) months of the Term, have the right to prepare the Premises for occupancy by another tenant upon the end of the Term. Tenant expressly acknowledges that in the absence of written notice pursuant to Section 11.02(b) or pursuant to California Civil Code Section 1951.3 terminating Tenant’s right to possession, none of the foregoing acts of Landlord or any other act of Landlord shall constitute a termination of Tenant’s right to possession or an acceptance of Tenant’s surrender of the Premises, and the Lease shall continue in effect.

27.15 LANDLORD’S RIGHT TO PERFORM TENANT’S DUTIES

If Tenant fails timely to perform any of its duties under this Lease, Landlord shall have the right (but not the obligation), to perform such duty on behalf and at the expense of Tenant without prior notice to Tenant, and all sums expended or expenses incurred by Landlord in performing such duty shall be deemed to be additional Rent under this Lease and shall be due and payable upon demand by Landlord.

27.16 SECURITY SYSTEM

Landlord shall not be obligated to provide or maintain any security patrol or security system. Landlord shall not be responsible for the quality of any such patrol or system which may be provided hereunder or for damage or injury to Tenant, its employees, invitees or others due to the failure, action or inaction of such patrol or system.

27.17 NO LIGHT, AIR OR VIEW EASEMENTS

Any diminution or shutting off of light, air or view by any structure which may be erected on lands of or adjacent to the Project shall in no way affect this Lease or impose any liability on Landlord.

27.18 RECORDATION

Neither this Lease, nor any notice nor memorandum regarding the terms hereof, shall be recorded by Tenant. Any such unauthorized recording shall be a Default for which there shall be no cure or grace period. Tenant agrees to execute and acknowledge, at the request of Landlord, a memorandum of this Lease, in recordable form.

27.19 SURVIVAL

The waivers of the right of jury trial, the other waivers of claims or rights, the releases and the obligations of Tenant under this Lease to indemnify, protect, defend and hold harmless Landlord and/or Indemnitees shall survive the expiration or termination of this Lease, and so shall all other obligations or agreements which by their terms survive expiration or termination of the Lease.

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27.20 EXHIBITS OR RIDERS

All exhibits, riders and/or addenda referred to in this Lease as an exhibit, addenda or rider hereto or attached hereto, are hereby incorporated into and made a part of this Lease.

27.21 DISCLOSURE REGARDING CERTIFIED ACCESS SPECIALIST

Pursuant to California Civil Code Section 1938, Landlord hereby notifies Tenant that as of the date of this Lease, the Premises has not undergone inspection by a “Certified Access Specialist” to determine whether the Premises meet all applicable construction-related accessibility standards under California Civil Code Section 55.53.

27.22 ELECTRICAL USAGE INFORMATION

If Tenant is billed directly by a public utility with respect to Tenant’s electrical usage at the Premises, then, upon request, Tenant shall provide monthly electrical utility usage for the Premises to Landlord for the period of time requested by Landlord (in electronic or paper format) or, at Landlord’s option, provide any written authorization or other documentation required for Landlord to request information regarding Tenant’s electricity usage with respect to the Premises directly from the applicable utility company.

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IN WITNESS WHEREOF, this Lease has been executed as of the date set forth in Section 1.01(4) hereof.

TENANT:		LANDLORD:
GUARDANT HEALTH, INC.,		METROPOLITAN LIFE INSURANCE COMPANY,
a Delaware corporation		a New York corporation
By	/s/ Helmy Eltoukhy	By	/s/ Leland Low
	Helmy Eltoukhy		Leland Low
	Print name		Print name
Its	CEO	Its	Director
	(Chairman of Board, President or Vice President)
By	/s/ Michael Wiley
	Michael Wiley
	Print name
Its	CFO
	(Secretary, Assistant Secretary, CFO or Assistant Treasurer)

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EXHIBIT A

PLAN OF PREMISES

Exhibit A – Page 1

EXHIBIT B

WORKLETTER AGREEMENT

(TENANT BUILD - ALLOWANCE)

This Workletter Agreement (“Workletter”) is attached to and a part of a certain Lease by and between Metropolitan Life Insurance Company, a New York corporation, as Landlord, and GUARDANT HEALTH, INC., a Delaware corporation, as Tenant, for the Premises (the “Lease”). Terms used herein and not defined herein shall have the meaning of such terms as defined elsewhere in the Lease. For purposes of this Workletter, references to “State” and “City” shall mean the State and City in which the Building is located.

1. AS IS Condition; Delivery.

Landlord shall deliver the Premises in broom clean condition free of debris and equipment but otherwise in the condition set forth in Section 2.1 of Rider 2 of the Lease; and Landlord shall not have any obligation to construct or install any tenant improvements or alterations or to pay for any such construction or installation except to the extent expressly provided in this Workletter. For purposes hereof, the “Base Building” (sometimes also referred to as the “Base Building Work”) shall mean the improvements made and work performed during the Building’s initial course of construction and modifications thereto, excluding all original and modified build-outs of any tenant spaces.

Notwithstanding any provision of this Workletter or the Amendment to the contrary, if and to the extent that upon delivery of the Premises,

(i)the roof and roof membrane above the Premises;

(ii)foundation (excluding slab) and structural components of the Base Building;

(iii)Landlord’s fire sprinkler and life-safety systems, if any, of the Base Building;

(iv)the electrical, water, sewer and plumbing systems of the Base Building serving the Premises (but only from the local utility’s systems to the point of entry into the Premises or to the meter or other point after which such system serves exclusively the Premises); and

(v)the heating, ventilating and air condition systems exclusively serving the Premises.

are not in good working order and condition, and if and to the extent that there is any water damage to the walls, hard lid ceilings or ceiling tiles, except to the extent any of the foregoing

Exhibit B – Page 1

are to be removed, demolished or altered by Tenant, and within six (6) months after the Commencement Date Tenant gives Landlord written notice specifying what is not in good operating condition, Landlord shall make necessary repairs to put such item or items in good operating condition and any such costs shall be at Landlord’s sole cost and expense and shall not be included in Operating Expenses if Tenant provides Landlord with such written notice within six (6) months after the Commencement Date; provided, however, that Landlord shall have no obligation under this paragraph to the extent any of the foregoing conditions are caused by or resulting from any act or omission of Tenant or any of Tenant’s contractors, employees, agents, customers or invitees, including, without limitation, any work performed by or on behalf of Tenant.

2. Landlord Work.

2.1Notwithstanding any of the foregoing to the contrary, subject to delays caused by Force Majeure or Tenant Delay (defined below), Landlord, at Landlord’s sole cost and expense, shall perform the work set forth on Exhibit B-1hereto (“Landlord Work”), and within a reasonable time after delivery of possession shall Substantially Complete (defined below) the Landlord Work and leave the affected area in broom-clean condition with respect to Landlord Work (but Landlord shall not be obligated to do any clean-up or refuse removal related to construction of Tenant Work).

2.2Tenant acknowledges and agrees that in order to deliver the Premises to Tenant on the schedule contemplated by this Lease, preparation for and performance of the Landlord Work will require access, work and construction within the Premises after delivery of possession to Tenant, and that Landlord and Landlord’s representatives and contractors shall have the right to enter the Premises at all times to perform such work until the Landlord Work is completed, and that such entry and work shall not constitute an eviction of Tenant in whole or in part and shall in no way excuse Tenant from performance of its obligations under the Lease. Tenant and Landlord acknowledge and agree that the Landlord Work and necessary coordination and cooperation to accomplish it will cause certain unavoidable level of disturbance, inconvenience, annoyance to Tenant’s use and enjoyment of the Premises, and that in performing such Landlord Work Landlord shall use commercially reasonable efforts not to unreasonably and materially interfere with Tenant’s construction, installations and business operations. Tenant shall cooperate with Landlord and Landlord’s contractors(s) to allow the Landlord Work and shall move Tenant’s trade fixtures, furnishings and equipment as reasonably requested by Landlord or Landlord’s contractor(s). The costs of such cooperation and moving, and any related disconnections and installations of Tenant’s trade fixtures, equipment, phones, furnishings and other personal property, shall be at Tenant’s sole cost and expense. To the extent that Tenant, its contractors or subcontractors delay the Substantial Completion of the Landlord Work, such delay shall be a Tenant Delay and the Landlord Work shall be deemed Substantially Complete on the date such Landlord Work would have been completed but for the delay caused by Tenant, its contractors or subcontractors.

Exhibit B – Page 2

2.3The Landlord Work shall be constructed in accordance with all applicable Laws, in a good and workmanlike manner and using new materials and equipment of good quality. For purposes of this Workletter, “Substantially Complete” and “Substantial Completion” of the Landlord Work shall mean the completion of the Landlord Work, except for minor insubstantial details of construction, decoration or mechanical adjustments which remain to be done and which shall not unreasonably and materially interfere with Tenant’s regular business operations in the Premises. Substantial Completion shall be deemed to have occurred notwithstanding a requirement to complete “punchlist” or similar minor corrective work. Contemporaneously with or promptly after Substantial Completion of the Landlord Work, Tenant shall have the right to submit a written “punch list” to Landlord, setting forth any incomplete or defective item of construction. Landlord shall complete with reasonable diligence “punch list” items mutually agreed upon by Landlord and Tenant with respect to the Landlord Work. In addition, Landlord shall repair all latent defects in workmanship and materials of the Landlord Work, provided that Tenant gives Landlord written notice of any such latent defects within three (3) months after the date of Substantial Completion of the Landlord Work. For purposes of this Section, the term “latent defects” shall mean defects which were not readily apparent at the time the “punchlist” was formulated. All construction and installation resulting from the Landlord Work shall immediately become and remain the property of Landlord.

3. Tenant’s Plans.

3.1Description. At its expense, Tenant shall employ:

(i)one or more architects reasonably satisfactory to Landlord and licensed by the State (“Tenant’s Architect”) to prepare architectural drawings and specifications for all layout and Premises improvements not included in, or requiring any change or addition to, the AS IS condition and Landlord Work, if any.

(ii)one or more engineers reasonably satisfactory to Landlord and licensed by the State (“Tenant’s Engineers”) to prepare structural, mechanical and electrical working drawings and specifications for all Premises improvements not included in, or requiring any change or addition to, the AS IS condition and Landlord Work, if any.

All such drawings and specifications are referred to herein as “Tenant’s Plans”. Tenant’s Plans shall be in form and detail sufficient to secure all applicable governmental approvals. Tenant’s Architect shall be responsible for coordination of all engineering work for Tenant’s Plans and shall coordinate with any consultants retained by Tenant in connection with the design and installation of improvements to the Premises (the use of such consultants is subject to Landlord’s consent), and Landlord’s architect or other representative to assure the consistency of Tenant’s Plans with the Base Building Work and Landlord Work (if any).

Exhibit B – Page 3

Tenant shall pay Landlord, within ten (10) days of receipt of each invoice from Landlord, the cost incurred by Landlord for Landlord’s architects and engineers to review Tenant’s Plans for consistency of same with the Base Building Work and Landlord Work, if any. Tenant’s Plans shall also include the following:

(a)Initial Space Plan: Tenant’s initial space plan attached hereto as Exhibit B-2.

(b)Final Space Plan: The “Final Space Plan” for the Premises shall include a full and accurate description of room titles, floor loads, alterations to the Base Building or Landlord Work (if any) or requiring any change or addition to the AS IS condition, and the dimensions and location of all partitions, doors, aisles, plumbing (and furniture and equipment to the extent same affect floor loading) and include a drop ceiling for the entire Premises and HVAC distributed throughout the entire Premises except the shipping and warehouse areas. The Final Space Plan shall (i) be compatible with the design, construction, systems and equipment of the Base Building and Landlord Work, if any; (ii) specify only materials, equipment and installations which are new and of a grade and quality no less than existing components of the Building when they were originally installed (collectively, (i) and (ii) may be referred to as “Building Standard” or “Building Standards”); (iii) comply with Laws, (iv) be capable of logical measurement and construction, and (v) contain all such information as may be required for the preparation of the Mechanical and Electrical Working Drawings and Specifications (including, without limitation, a capacity and usage report, from engineers designated by Landlord pursuant to Section 3.1(b). below, for all mechanical and electrical systems in the Premises).

(c)Mechanical and Electrical Working Drawings and Specifications: Tenant shall employ engineers approved by Landlord to prepare Mechanical and Electrical Working Drawings and Specifications showing complete plans for electrical, life safety, automation, plumbing, water, and air cooling, ventilating, heating and temperature control and shall employ engineers designated by Landlord to prepare for Landlord a capacity and usage report (“Capacity Report”) for all mechanical and electrical systems in the Premises.

(d)Issued for Construction Documents: The “Issued for Construction Documents” shall consist of all drawings (1/8” scale) and specifications necessary to construct all Premises improvements including, without limitation, architectural and structural working drawings and specifications and Mechanical and Electrical Working Drawings and Specifications and all applicable governmental authorities plan check corrections.

3.2Approval by Landlord. Tenant’s Plans and any revisions thereof shall be subject to Landlord’s approval, which approval or disapproval:

(i)shall not be unreasonably withheld, provided however, that Landlord may disapprove Tenant’s Plans in its sole and absolute discretion if they

Exhibit B – Page 4

(a) adversely affect the structural integrity of the Building, including applicable floor loading capacity; (b) adversely affect any of the Building Systems (as defined below), the Common Areas or any other tenant space (whether or not currently occupied); (c) fail to fully comply with Laws, (d) affect the exterior appearance of the Building (except for signage permitted pursuant to other provisions of the Lease); (e) provide for improvements which do not meet or exceed the Building Standards; (f) involve any installation on the roof, or otherwise affect the roof, roof membrane or any warranties regarding either. Building Systems collectively shall mean the structural, electrical, mechanical (including, without limitation, heating, ventilating and air conditioning), plumbing, fire and life-safety (including, without limitation, fire protection system and any fire alarm), communication, utility, gas (if any), and security (if any) systems in the Building; or (g) adversely affect the structural integrity of the Building, including applicable roof loading capacity..

(ii)shall not be delayed beyond ten (10) business days with respect to initial submissions and major change orders (those which impact Building Systems or any other item listed in subpart (i) of Section 3.2 above) and beyond five (5) business days with respect to required revisions and any other change orders.

If Landlord disapproves of any of Tenant’s Plans, Landlord shall advise Tenant of what Landlord disapproves in reasonable detail. After being so advised by Landlord, Tenant shall submit a redesign, incorporating the revisions required by Landlord, for Landlord’s approval. The approval procedure shall be repeated as necessary until Tenant’s Plans are ultimately approved. Approval by Landlord shall not be deemed to be a representation or warranty by Landlord with respect to the safety, adequacy, correctness, efficiency or compliance with Laws of Tenant’s Plans. Tenant shall be fully and solely responsible for the safety, adequacy, correctness and efficiency of Tenant’s Plans and for the compliance of Tenant’s Plans with any and all Laws.

3.3Landlord Cooperation. Landlord shall cooperate with Tenant and make good faith efforts to coordinate Landlord’s construction review procedures to expedite the planning, commencement, progress and completion of Tenant Work. Landlord shall complete its review of each stage of Tenant’s Plans and any revisions thereof and communicate the results of such review within the time periods set forth in Section 3.2 above.

3.4City Requirements. Any changes in Tenant’s Plans which are made in response to requirements of the applicable governmental authorities and/or changes which affect the Base Building Work shall be immediately submitted to Landlord for Landlord’s review and approval.

3.5“As-Built” Drawings and Specifications. A CADD-DXF file diskette or CD file and a set of “Xerox” type black line on bond prints of all “as-built” drawings and specifications of Tenant’s Work in the Premises (reflecting all field changes and including, without limitation,

Exhibit B – Page 5

architectural, structural, mechanical and electrical drawings and specifications) prepared by Tenant’s Architect and Engineers or by Contractors (defined below) shall be delivered by Tenant at Tenant’s expense to the Landlord within thirty (30) days after completion of the Tenant Work. If Landlord has not received such drawings and diskette(s) within thirty (30) days, Landlord may give Tenant written notice of such failure. If Tenant does not produce the drawings and diskette(s) within ten (10) days after Landlord’s written notice, Landlord may, at Tenant’s sole cost which may be deducted from the Allowance, produce the drawings and diskette(s) using Landlord’s personnel, managers, and outside consultants and contractors. Landlord shall receive an hourly rate reasonable for such production.

4. Tenant Work.

4.1Tenant Work Defined. All tenant improvement work required by the Issued for Construction Documents (including, without limitation, any approved changes, additions or alterations pursuant to Section 7 below) is referred to in this Workletter as “Tenant Work.”

4.2Tenant to Construct. Tenant shall construct all Tenant Work pursuant to this Workletter, and except to the extent modified by or inconsistent with express provisions of this Workletter, pursuant with the provisions of the terms and conditions of Article Nine of the Lease, governing Tenant Alterations (except to the extent modified by this Workletter) and all such Tenant Work shall be considered “Tenant Alterations” for purposes of the Lease.

4.3Construction Contract. All contracts and subcontracts for Tenant Work shall include any terms and conditions reasonably required by Landlord.

4.4Contractor. Tenant shall select one or more contractors to perform the Tenant Work (“Contractor”) subject to Landlord’s prior written approval, which shall not unreasonably be withheld.

4.5Division of Landlord Work and Tenant Work. Tenant Work is defined in Section 4.1 above and Landlord Work, if any, is defined in Section 2.

5. Tenant’s Expense.

Tenant agrees to pay for all Tenant Work, including, without limitation, the costs of design thereof, whether or not all such costs are included in the “Permanent Improvement Costs” (defined below). Subject to the terms and conditions of this Workletter, Tenant shall apply the “Allowance” (defined below) to payment of the Permanent Improvement Costs. Landlord shall provide Tenant a tenant improvement allowance (“Allowance”) in the amount of One Hundred Twenty-Five and 00/100 Dollars ($125.00) per square foot of the Rentable Area of the Premises. The Allowance shall be used solely to reimburse Tenant for the Permanent Improvement Costs (as defined below). The term “Permanent Improvement Costs” shall mean the actual and reasonable costs of construction of that Tenant Work which constitutes permanent

Exhibit B – Page 6

improvements to the Premises and any other Tenant Alterations performed by Tenant during the first thirty (30) months of the Term which constitutes permanent improvements to the Premises, including, but not limited to, actual and reasonable costs of design thereof and governmental permits therefor, costs incurred by Landlord for Landlord’s architects and engineers pursuant to Section 3.1, and Landlord’s construction administration fee (defined in Section 8.10 below). Provided, however, Permanent Improvement Costs shall exclude costs of “Tenant’s FF&E” (defined below). For purposes of this Workletter, “Tenant’s FF&E” shall mean Tenant’s furniture, furnishings, telephone systems, computer systems, equipment, any other personal property or fixtures, and installation thereof. If Tenant does not utilize one hundred percent (100%) of the Allowance for Permanent Improvement Costs no later than the date that is thirty (30) months following the Delivery Date and submit full and complete application(s) for disbursement thereof pursuant to Section 6 below, Tenant shall have no right to the unused portion of the Allowance.

6. Application and Disbursement of the Allowance.

6.1Tenant shall prepare a budget for all Tenant Work, including the Permanent Improvement Costs and all other costs of the Tenant Work (“Budget”), which Budget shall be subject to the reasonable approval of Landlord. Such Budget shall be supported by a guaranteed maximum price construction contract and such other documentation as Landlord may require to evidence the total costs. To the extent the Budget exceeds the available Allowance (“Excess Cost”), Tenant shall be solely responsible for payment of such Excess Cost. Further, prior to any disbursement of the Allowance by Landlord, Tenant shall pay and disburse its own funds for all that portion of the Permanent Improvement Costs equal to the sum of (a) the Permanent Improvement Costs in excess of the Allowance; plus (b) the amount of “Landlord’s Retention” (defined below). “Landlord’s Retention” shall mean an amount equal to ten percent (10%) of the Allowance, which Landlord shall retain out of the Allowance and shall not be obligated to disburse unless and until after Tenant has completed the Tenant Work and complied with Section 6.4 below. Further, Landlord shall not be obligated to make any disbursement of the Allowance unless and until Tenant has provided Landlord with (i) bills and invoices covering all labor and material expended and used in connection with the particular portion of the Tenant Work for which Tenant has requested reimbursement, (ii) an affidavit from Tenant stating that all of such bills and invoices have either been paid in full by Tenant or are due and owing, and all such costs qualify as Permanent Improvement Costs, (iii) contractors affidavit covering all labor and materials expended and used, (iv) Tenant, contractors and architectural completion affidavits (as applicable), and (v) valid mechanics’ lien releases and waivers pertaining to any completed portion of the Tenant Work which shall be conditional or unconditional, as applicable, all as provided pursuant to Section 6.2 and 6.4 below.

6.2Upon Tenant’s full compliance with the provisions of Section 6, and if Landlord determines that there are no applicable or claimed stop notices (or any other statutory or equitable liens of anyone performing any of Tenant Work or providing materials for Tenant

Exhibit B – Page 7

Work) or actions thereon, Landlord shall disburse the applicable portion of the Allowance as follows:

(a)In the event of conditional releases, to the respective contractor, subcontractor, vendor, or other person who has provided labor and/or services in connection with the Tenant Work, upon the following terms and conditions: (i) such costs are included in the Budget, are Permanent Improvement Costs, are covered by the Allowance, and Tenant has completed and delivered to Landlord a written request for payment, in form reasonably approved by Landlord, setting forth the exact name of the contractor, subcontractor or vendor to whom payment is to be made and the date and amount of the bill or invoice, (ii) the request for payment is accompanied by the documentation set forth in Section 6.1; and (iii) Landlord, or Landlord’s appointed representative, has inspected and approved the work for which Tenant seeks payment; or

(b)In the event of unconditional releases, directly to Tenant upon the following terms and conditions: (i) Tenant seeks reimbursement for costs of Tenant Work which have been paid by Tenant, are included in the Budget, are Permanent Improvement Costs, and are covered by the Allowance; (ii) Tenant has completed and delivered to Landlord a request for payment, in form reasonably approved by Landlord, setting forth the name of the contractor, subcontractor or vendor paid and the date of payment, (iii) the request for payment is accompanied by the documentation set forth in Section 6.1; and (iv) Landlord, or Landlord’s appointed representative, has inspected and approved the work for which Tenant seeks reimbursement.

6.3Tenant shall provide Landlord with the aforementioned documents by the fifteenth (15^th) of the month and payment shall be made by the thirtieth (30^th) day of the month following the month in which such documentation is provided.

6.4Prior to Landlord disbursing the Landlord’s Retention to Tenant, Tenant shall submit to Landlord the following items within thirty (30) days after completion of the Tenant Work or such longer period as Landlord may permit: (i) “As Built” drawings and specifications pursuant to Section 3.5 above, (ii) all unconditional lien releases from all general contractor(s) and subcontractor(s) performing work, (iii) a “Certificate of Completion” prepared by Tenant’s Architect, and (iv) a final budget with supporting documentation detailing all costs associated with the Permanent Improvement Costs.

7. Changes, Additions or Alterations.

If Tenant desires to make any non-de minimis change, addition or alteration or desires to make any change, addition or alteration to any of the Building Systems after approval of the Issued for Construction Documents, Tenant shall prepare and submit to Landlord plans and specifications with respect to such change, addition or alteration. Any such change, addition or alteration shall be subject to Landlord’s approval in accordance with the provisions of Section

Exhibit B – Page 8

3.2 of this Workletter. Tenant shall be responsible for any submission to and plan check and permit requirements of the applicable governmental authorities. Tenant shall be responsible for payment of the cost of any such change, addition or alteration if it would increase the Budget and Excess Cost previously submitted and approved pursuant to Section 6 above.

8. Miscellaneous.

8.1Scope. Except as otherwise set forth in the Lease, this Workletter shall not apply to any space added to the Premises by Lease option or otherwise.

8.2Tenant Work shall include (at Tenant’s expense subject to application of the Allowance towards the costs of such items) for all of the Premises:

(a)Landlord approved lighting sensor controls as necessary to meet applicable Laws;

(b)Building Standard fluorescent fixtures in all Building office areas;

(c)Building Standard meters for each of electricity and chilled water used by Tenant shall be connected to the Building’s system and shall be tested and certified prior to Tenant’s occupancy of the Premises by a State certified testing company;

(d)Building Standard ceiling systems (including tile and grid) and;

(e)Building Standard air conditioning distribution and Building Standard air terminal units.

8.3Sprinklers. Subject to any terms, conditions and limitations set forth herein, Landlord shall provide an operative sprinkler system consisting of mains, laterals, and heads “AS IS” on the date of delivery of the Premises to Tenant. Tenant shall pay for piping distribution, drops and relocation of, or additional, sprinkler system heads and Building firehose or firehose valve cabinets, if Tenant’s Plans and/or any applicable Laws necessitate such.

8.4Floor Loading. Floor loading capacity shall be within building design capacity. Tenant may exceed floor loading capacity with Landlord’s consent, at Landlord’s sole discretion and must, at Tenant’s sole cost and expense, reinforce the floor as required for such excess loading.

8.5Work Stoppages. If any work on the Real Property other than Tenant Work is delayed, stopped or otherwise affected by construction of Tenant Work, Tenant shall immediately take those actions necessary or desirable to eliminate such delay, stoppage or effect on work on the Real Property other than Tenant Work.

8.6Life Safety. Tenant (or Contractor) shall employ the services of a fire and life-safety subcontractor reasonably satisfactory to Landlord for all fire and life-safety work at the Building.

Exhibit B – Page 9

8.7Locks. Tenant may purchase locks, cylinders and keys for the Premises from its own vendor, provided that (a) such vendor and the locks, cylinders and keys to be used are subject to Landlord’s prior written approval, such approval not to be unreasonably withheld; (b) of a make and model which are functional, operable and compatible with Landlord’s master key system; (c) a master key or keys are provided to Landlord, of which Landlord may place one such master key in the “knox box” for use by the fire department and emergency personnel in the event of an emergency and may retain another key for Landlord’s use for entry permitted under the Lease; and (d) the contact information for Tenant’s vendor for locks, cylinders and keys used in the Premises shall be provided to Landlord with Tenant’s request for approval.

8.8Authorized Representatives. Tenant has designated Michael Wiley to act as Tenant’s representative with respect to the matters set forth in this Workletter. Such representative(s) shall have full authority and responsibility to act on behalf of Tenant as required in this Workletter. Tenant may add or delete authorized representatives upon five (5) business days’ notice to Landlord.

8.9Access to Premises. After Landlord has recovered possession of the Premises from any prior Tenant, prior to delivery of possession to Tenant after mutual execution of this Lease, Tenant and its architects, engineers, consultants, and contractors shall have access at reasonable times and upon advance notice and coordination with the Building management, to the Premises for the purpose of planning Tenant Work and installing furniture, fixtures, equipment and cabling. Such access shall not in any manner interfere with Landlord Work, if any. Such access, and all acts and omissions in connection with it, shall be subject to and governed by all other provisions of the Lease, including, without limitation, Tenant’s indemnification obligations, insurance obligations, etc., except for the payment of Base Rent and Additional Rent. To the extent that such access by Tenant delays the Substantial Completion of the Landlord Work (if any), such delay shall be a Tenant Delay and the Landlord Work shall be deemed Substantially Complete on the date such Landlord Work would have been completed but for such access.

8.10Fee. Landlord shall receive a fee equal to one percent (1.0%) of the Allowance for Landlord’s review and supervision of construction of the Tenant Work, which fee shall be paid by Landlord applying one percent (1.0%) of the Allowance in payment thereof. Such fee is in addition to Tenant’s reimbursement of costs incurred by Landlord pursuant to other provisions hereof, including, without limitation, for Landlord’s architects and engineers to review Tenant’s Plans.

9. Force and Effect.

The terms and conditions of this Workletter shall be construed to be a part of the Lease and shall be deemed incorporated in the Lease by this reference. Should any inconsistency arise between this Workletter and the Lease as to the specific matters which are the subject of this Workletter, the terms and conditions of this Workletter shall control.

Exhibit B – Page 10

EXHIBIT B-1

TO WORKLETTER AGREEMENT

LANDLORD WORK

Landlord Work shall mean the following work, to be performed by Landlord’s contractor(s):

Construct two restroom cores for the Premises, subject to Landlord’s obligation to construct such restroom cores in accordance with applicable Laws pursuant to Section 2.3 of this Workletter and Landlord’s obligation to be responsible for the exterior exits from the Building existing as of the Date of Lease pursuant to Section 7.01(b) of the Lease.

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Exhibit B – 1 - Page 1

EXHIBIT B-2

INITIAL SPACE PLANS

Exhibit B – 2 - Page 1

Exhibit B – 2 - Page 2

US-DOCS\101842102.1

EXHIBIT C

SITE PLAN OF PROJECT

Exhibit C - Page 1

EXHIBIT D

FAIR MARKET RENTAL RATE

1.Definition of Fair Market Rental Rate. “Fair Market Rental Rate” shall mean the Monthly Base Rent equal to the monthly base rental per rentable square foot which a tenant would pay and which a willing landlord would accept for space comparable to the Premises in Seaport Centre and along the Highway 101 corridor in Redwood City, Redwood Shores, San Carlos and Belmont (the “Applicable Market”) for the period for which such rental is to be paid and for a lease on terms substantially similar to those of the Lease (including, without limitation, those applicable to Taxes, Operating Expenses and exclusions, but also considering so-called net and triple net leases, and leases utilizing operating expense stops or base years, and making appropriate adjustment between such leases and this Lease, as described below), based on prevailing market conditions in the Applicable Market at the time such determination is made (“Comparable Transactions”). Without limiting the generality of the foregoing, Comparable Transactions shall be for a term similar to the term of tenancy and for space comparable in use, floor levels, view and orientation, square footage and location within the Building and in the Applicable Market as the transaction for which Fair Market Rental Rate is being determined; however, leases of unusual or odd shaped spaces shall not be considered. In any determination of Fair Market Rental Rate, the stated or contract monthly net or base rental in Comparable Transactions shall be appropriately adjusted to take into account the different terms and conditions prevailing in such transactions and those present in the Lease, including, without limitation: (a) the extent to which average annual expenses and taxes per rentable square foot payable by tenants in Comparable Transactions vary from those payable by Tenant under the Lease, and so, for example, if the Lease provides for payment of Rent Adjustments and/or certain Operating Expenses on the basis of increases over a base year, then the rate of Monthly Base Rent under the Lease shall be based upon a step-up to change the calendar year which serves as the base year for calculation of the base for such Operating Expenses for the Option Term to be the full calendar year in which the Option Term commences, and such step-up shall be considered in the determination of the Fair Market Rental Rate; (b) tenant improvements, value of existing tenant improvements, the concessions, if any, being given by landlords in Comparable Transactions, such as parking charge abatement, free rent or rental abatement applicable after substantial completion of any tenant improvements (and no adjustment shall be made for any free or abated rent during any construction periods), loans at below-market interest rates, moving allowances, space planning allowances, lease takeover payments and work allowances, as compared to any tenant improvement, refurbishment or repainting allowance given to Tenant under the Lease for the space for which Fair Market Rental Rate is being determined; (c) the brokerage commissions, fees and bonuses payable by landlords in Comparable Transactions (whether to tenant’s agent, such landlord or any person or entity affiliated with such landlord), as compared to any such amounts payable by Landlord to the broker(s) identified with respect to the transaction for which Fair Market Rental Rate is being determined; (d) the time value of money; (e) any material difference between the definition of rentable area and the ratio of project

Exhibit D - Page 1

rentable to useable square feet in Comparable Transactions, as compared to such figures applicable to the space for which Fair Market Rental Rate is being determined; and (f) the extent to which charges for parking by tenants in Comparable Transactions vary from those payable by Tenant under the Lease.

2.Sealed Estimates. In the event the Lease requires Fair Market Rental Rate to be determined in accordance with this Exhibit, Landlord and Tenant shall meet within ten (10) business days thereafter and each simultaneously submit to the other in a sealed envelope its good faith estimate of Fair Market Rental Rate (the “Estimates”). If the higher Estimate is not more than one hundred five percent (105%) of the lower Estimate, then Fair Market Rental Rate shall be the average of the two Estimates. If such simultaneous submission of Estimates does not occur within such ten (10) business day period, then either party may by notice to the other designate any reasonable time within five (5) business days thereafter and any reasonable place at or near the Building for such meeting to take place. In the event only one party submits an Estimate at that meeting, such Estimate shall be Fair Market Rental. In the event neither party submits an Estimate at that meeting, the transaction for which Fair Market Rental Rate is being determined shall be deemed cancelled and of no further force or effect.

3.Selection of Arbitrators. If the higher Estimate is more than one hundred five percent (105%) of the lower Estimate, then either Landlord or Tenant may, by written notice to the other within five (5) business days after delivery of Estimates at the meeting, require that the disagreement be resolved by arbitration. In the event neither party gives such notice, the transaction for which Fair Market Rental Rate is being determined shall be deemed cancelled and of no further force or effect. Within five (5) business days after such notice, the parties shall select as arbitrators three (3) mutually acceptable independent MAI appraisers with experience in real estate activities, including at least five (5) years experience in appraising comparable space in the Applicable Market (“Qualified Appraisers”). If the parties cannot timely agree on such arbitrators, then within the following five (5) business days, each shall select and inform the other party of one (1) Qualified Appraiser and within a third period of five (5) business days, the two appraisers (or if only one (1) has been duly selected, such single appraiser) shall select as arbitrators a panel of three additional Qualified Appraisers, which three arbitrators shall proceed to determine Fair Market Rental Rate pursuant to Section 4 of this Exhibit. Both Landlord and Tenant shall be entitled to present evidence supporting their respective positions to the panel of three arbitrators.

4.Arbitration Procedure. Once a panel of arbitrators has been selected as provided above, then as soon thereafter as practicable each arbitrator shall select one of the two Estimates as the one which, in its opinion, is closer to Fair Market Rental Rate. Upon an Estimate’s selection by two (2) of the arbitrators, it shall be the applicable Fair Market Rental Rate and such selection shall be binding upon Landlord and Tenant. If the arbitrators collectively determine that expert advice is reasonably necessary to assist them in determining Fair Market Rental Rate, then they may retain one or more qualified persons, including but not limited to legal counsel, brokers, architects or engineers, to provide such expert advice. The party whose Estimate is not

Exhibit D - Page 2

chosen by the arbitrators shall pay the costs of the arbitrators and any experts retained by the arbitrators. Any fees of any counsel or expert engaged directly by Landlord or Tenant, however, shall be borne by the party retaining such counsel or expert.

5.Rent Pending Determination of Fair Market Rental Rate. In the event that the determination of Fair Market Rental Rate has not been concluded prior to commencement of the applicable rental period for the applicable space for which the Fair Market Rental Rate is being determined, Tenant shall pay Landlord Monthly Base Rent and Rent Adjustment Deposits as would apply under Landlord’s Estimate pursuant to Section 2 of this Exhibit until the Fair Market Rental Rate is determined. In the event that the Fair Market Rental Rate subsequently determined is different from the amount paid for the applicable period, then within thirty (30) days after such determination, Tenant shall pay Landlord any greater amounts due and Landlord shall credit Tenant (against the next Monthly Base Rent installments due) for any reduction in the amounts due.

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Exhibit D - Page 3

EXHIBIT E

FORM OF LETTER OF CREDIT

FOR INTERNAL IDENTIFICATION PURPOSES ONLY

Our No.__________          Other __________

Applicant _____________________

TO: Metropolitan Life Insurance Company

[Address]

Attention: Director, EIM

IRREVOCABLE LETTER OF CREDIT NO. __________

We hereby establish this irrevocable Letter of Credit in favor of the aforesaid addressee (“Beneficiary”) for drawings up to United States $__________ effective immediately. This Letter of Credit is issued, presentable and payable at our office at [issuing bank’s address in City specified by Landlord]and expires with our close of business on ___, 20__.

The term “Beneficiary” includes any successor by operation of law of the named Beneficiary including, without limitation, any liquidator, rehabilitator, receiver or conservator.

We hereby undertake to promptly honor your sight draft(s) drawn on us, indicating our Credit No. ____, for all or any part of this Credit if presented at our office specified in paragraph one on or before the expiry date or any automatically extended expiry date.

Except as expressly stated herein, this undertaking is not subject to any agreement, condition or qualification. The obligation of [issuing bank]under this Letter of Credit is the individual obligation of [issuing bank], and is in no way contingent upon reimbursement with respect thereto.

It is a condition of this Letter of Credit that it is deemed to be automatically extended without amendment for one year from the expiry date hereof, or any future expiration date, unless at least thirty (30) days prior to an expiration date we notify you by registered mail that we elect not to consider this Letter of Credit renewed for any such additional period.

This Letter of Credit is transferable by the Beneficiary and by any successive transferees at no charge or cost to Beneficiary or any transferee. Transfers of this Letter of Credit are subject to receipt of Beneficiary’s (and subsequently, transferee’s) instructions in the form attached hereto as Schedule 1 accompanied by the original Letter of Credit and amendments(s) if any.

Exhibit E - Page 1

This Letter of Credit is subject to and governed by the Laws of the State of New York and the 2007 revision of the Uniform Customs and Practice for Documentary Credits of the International Chamber of Commerce (Publication 600) and, in the event of any conflict, the Laws of the State of New York will control. If this Credit expires during an interruption of business as described in article 36 of said Publication 600, the bank hereby specifically agrees to effect payment if this Credit is drawn against within thirty (30) days after the resumption of business.

Very truly yours,

[issuing bank]

Exhibit E - Page 2

Schedule 1 to Letter of Credit

[Bank – then current issuer of Letter of Credit]c/o _________________________________Attention: ___________________________________________________________________________________________________

Re: Irrevocable Letter of Credit No. __________

Ladies & Gentlemen:

The undersigned acknowledges receipt of your advice No.of a credit issued in our favor, the terms of which are satisfactory. We now irrevocably transfer the said credit and all amendments and extensions thereof, if any, to:

______________________________

[Name of Transferee]

______________________________

[Address]

You are to inform the transferee of this transfer and such transferee shall have sole rights as beneficiary under the credit, including any amendments, extension or increases thereof, without notice to or further assent from us.

This transfer is at no charge or cost to Beneficiary or the transferee.

Very truly yours,

Beneficiary

By:

Acknowledged and agreed by Bank [then current issuer of Letter of Credit]:

(Bank - then current issuer of Letter of Credit

Exhibit E - Page 3

EXHIBIT F

PERMITTED HAZARDOUS MATERIAL

Permitted Hazardous Material shall mean the substances listed below in the quantity limits specified below.

Exhibit F - Page 1

RIDER 1

COMMENCEMENT DATE AGREEMENT

METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation (“Landlord”), and GUARDANT HEALTH, INC., a Delaware corporation (“Tenant”), have entered into a certain Lease dated _______________, 20 (the “Lease”).

WHEREAS, Landlord and Tenant wish to confirm and memorialize the Commencement Date and Expiration Date of the Lease as provided for in Section 2.02(b) of the Lease;

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants contained herein and in the Lease, Landlord and Tenant agree as follows:

1. Unless otherwise defined herein, all capitalized terms shall have the same meaning ascribed to them in the Lease.

2. The Commencement Date (as defined in the Lease) of the Lease is __.

3. The Expiration Date (as defined in the Lease) of the Lease is _____.

4. Tenant hereby confirms the following:

(a)That it has accepted possession of the Premises pursuant to the terms of the Lease;

(b)That the Landlord Work, if any, is Substantially Complete; and

(c)That the Lease is in full force and effect.

5. Except as expressly modified hereby, all terms and provisions of the Lease are hereby ratified and confirmed and shall remain in full force and effect and binding on the parties hereto.

6. The Lease and this Commencement Date Agreement contain all of the terms, covenants, conditions and agreements between the Landlord and the Tenant relating to the subject matter herein. No prior other agreements or understandings pertaining to such matters are valid or of any force and effect.

Rider 1 - Page 1

IN WITNESS WHEREOF, Landlord and Tenant have executed this Commencement Date Agreement and such execution and delivery have been duly authorized.

TENANT:		LANDLORD:
GUARDANT HEALTH, INC.,		METROPOLITAN LIFE INSURANCE COMPANY,
a Delaware corporation		a New York corporation
By		By
	Print name		Print name
Its		Its
	(Chairman of Board, President or Vice President)
By
	Print name
Its
	(Secretary, Assistant Secretary, CFO or Assistant Treasurer)

Rider 1 - Page 2

RIDER 2

ADDITIONAL PROVISIONS

This Rider 2 (“Rider”) is attached to and a part of a certain Lease by METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation, as Landlord, and GUARDANT HEALTH, INC., a Delaware corporation (for purposes of this Rider, “Tenant”), as Tenant, for the Premises as described therein (the “Lease”).

SECTION 1. DEFINED TERMS; FORCE AND EFFECT

Capitalized terms used in this Rider shall have the same meanings set forth in the Lease except as otherwise specified herein and except for terms capitalized in the ordinary course of punctuation. This Rider forms a part of the Lease. Should any inconsistency arise between this Rider and any other provision of the Lease as to the specific matters which are the subject of this Rider, the terms and conditions of this Rider shall control.

SECTION 2. CONDITION OF PREMISES; DELIVERY; CONSTRUCTION PERIOD; COMMENCEMENT DATE; TERM

2.1.    AS-IS Condition. Tenant shall notify Landlord in writing within six (6) months after the Commencement Date of any defects in the base Building electrical, heating, ventilation and air conditioning and plumbing systems located in or serving the Premises (“Defects”). Except for Defects stated in such notice, Tenant shall be conclusively deemed to have accepted the Premises “AS IS” in the condition existing on the date Tenant first takes possession, and to have waived all claims relating to the condition of the Premises. Landlord shall proceed diligently to correct the Defects stated in such notice unless Landlord disputes the existence of any such Defects, provided, however, that Landlord shall have no obligation under this paragraph to the extent any of such Defects are caused by or resulting from any act or omission of Tenant or any of Tenant’s contractors, employees, agents, customers or invitees, including, without limitation, any work performed by or on behalf of Tenant. In the event of any dispute as to the existence of any such Defects, the reasonable decision of Landlord shall be final and binding on the parties. No agreement of Landlord to alter, remodel, decorate, clean or improve the Premises or the Real Property and no representation regarding the condition of the Premises or the Real Property has been made by or on behalf of Landlord to Tenant, except as may be specifically stated in this Lease. On or before the Delivery Date, Landlord shall perform a survey of the roof and existing HVAC units and shall repair HVAC units and the roof to the extent necessary.

2.2.    Projected Delivery Date; Delivery Date; Commencement Date: Tenant’s Obligations During Construction Period; Term.

Rider 2 - Page 1

(a)    Landlord shall tender to Tenant possession of the Premises no later than the date which is one (1) days after the execution of this Lease by Landlord and Tenant (the “Projected Delivery Date”). On the date Landlord actually tenders to Tenant possession of the Premises (the “Delivery Date”), the Premises shall be subject to, and Tenant shall observe and perform, all the conditions and covenants applicable to Tenant under this Lease, except as otherwise expressly provided in this Rider. During the period (the “Construction Period”) from the Delivery Date until the Commencement Date (defined below), in recognition of Tenant’s construction and installations in, and preparation of, the Premises for the use and occupancy permitted by this Lease, Tenant shall not be obligated to pay Monthly Base Rent, Rent Adjustment Deposits or Rent Adjustments. The Term of this Lease shall be as shown in Section 1.01(5) of the Basic Lease Provisions and the Commencement Date of the Term shall be the date which is the earlier to occur of (i) the date Tenant commences its business operations in the Premises, or (ii) two hundred (200) days after the Delivery Date.

(b)    Within thirty (30) days following the occurrence of the Commencement Date, upon request by Landlord, Tenant and Landlord shall enter into an agreement (which is attached to this Lease as Rider 1) confirming the Commencement Date and the Expiration Date. If Tenant fails to enter into such agreement, then the Commencement Date and the Expiration Date shall be the dates designated by Landlord in such agreement.

2.3    Failure to Deliver Possession. If Landlord shall be unable to give possession of the Premises on the Projected Delivery Date by reason of the following: (i) the holding over or retention of possession of any tenant, tenants or occupants, or (ii) the Landlord Work, if any, is not Substantially Complete, or (iii) for any other reason, then Landlord shall not be subject to any liability for the failure to give possession on said date. Under such circumstances, by operation of Section 2.2 above, the Delivery Date and Commencement Date are automatically adjusted and determined in relation to the date Landlord actually tenders possession of the Premises to Tenant. No such failure to deliver possession on the originally scheduled Projected Delivery Date shall affect the validity of this Lease or the obligations of the Tenant hereunder. Notwithstanding any of the foregoing provisions to the contrary, if Landlord has not Substantially Completed the Landlord Work by May 31, 2015 (the “Outside Completion Date”), Tenant shall be entitled to a rent abatement following the Commencement Date of One Thousand Nine Hundred and 00/100 Dollars ($1,900.00) for every day in the period beginning on the Outside Completion Date and ending on the Commencement Date; provided, however, that the Outside Completion Date shall be delayed by the number of days that Landlord’s delivery of the Premises to Tenant is delayed due Tenant Delays and Force Majeure delays, if any. Notwithstanding any of the foregoing provisions of this Section to the contrary, if Landlord has not Substantially Completed the Landlord Work on or before the Sunset Date (defined below), then, as Tenant’s sole and exclusive remedy, Tenant shall have the option to terminate this Lease exercisable by giving written notice to Landlord within three (3) business days after the Sunset Date. If Tenant does not timely give notice of its election to terminate this Lease as aforesaid and delivery of possession does not occur on or before the date which is thirty (30) days following

Rider 2 - Page 2

the Sunset Date, then Tenant shall again have such option to terminate this Lease in the manner described above and such date shall constitute the new Sunset Date; it being the intention of the parties that Tenant shall have a recurring termination option after each such thirty (30) day period following the initial Sunset Date if Landlord has not tendered possession by the end of each such thirty (30) day period. As used in this Lease, “Sunset Date” means the initial Sunset Date of July 1, 2015, and any succeeding new Sunset Dates (at thirty (30) day intervals after the initial Sunset Date), and each such Sunset Date, as applicable, shall be extended by the number of days of delay due to Force Majeure plus the number of days of Tenant Delay, if any. On or before the Sunset Date, if such date includes any period of Force Majeure or Tenant Delay, Landlord shall give Tenant written notice of the resulting calendar date which is the Sunset Date.

SECTION 3    SIGNAGE

(a)    Signage Generally. Tenant shall have the right to install signage listing its name and/or logo on the exterior glass near the suite entry of the Premises, all subject to Landlord’s prior written consent and conformity to Building standard signage. All such initial signage shall be procured and installed at Tenant’s sole cost and expense. Any such signage also shall be maintained, repaired, restored and removed by Tenant at Tenant’s sole cost and expense. Any change in such initial signage shall be only with Landlord’s prior written consent, shall conform to Building standard signage and shall be at Tenant’s sole cost and expense. Any such signage shall comply with any applicable recorded covenants, conditions and restrictions, and all Laws, and shall be consistent with class A standards.

(b)    Exterior Signs Right.

(1)    Grant of Right. Tenant shall have the non-exclusive right to place its name and/or logo on the monument for the Building and the exterior glass of the Premises near the main entrance of the Premises (collectively, “Exterior Signs”). Nothing contained herein shall prohibit or limit Landlord in granting other tenants of the Project or Building rights to install signs on or at the Project or Building or space leased to such tenants.

(2)    General Conditions & Requirements. The size, type, style, materials, color, method of installation and exact location of the sign, and the contractor for and all work in connection with the sign, contemplated by this Section shall (i) be subject to Tenant’s compliance with all applicable laws, regulations and ordinances; (ii) be consistent with the design of the Building and the Project; and (iii) be further subject to Landlord’s prior written consent, which consent shall not be unreasonably withheld. Except as provided in Section 6.06 of the Lease, Tenant shall, at its sole cost and expense, procure, install, maintain and remove such Exterior Signs, as well as maintain the area on which the Exterior Signs are mounted watertight and in good appearance, maintain insurance covering the Exterior Signs, its operation and all work in connection therewith, and arrange for electrical service, if any, for the Exterior Signs.

Rider 2 - Page 3

(3)    Removal & Restoration. Upon the expiration or termination of the Exterior Signs right, but in no event later than the expiration of the Term or earlier termination of the Lease, Tenant shall, at its sole cost and expense, remove such sign(s) and shall repair and restore the area in which the sign(s) was located to its condition prior to installation of such sign.

(4)    Advance Notice; No Liens. Tenant shall keep the Building and Project free of all liens and the provisions of Article Nine shall apply with respect to all work and materials performed and provided in connection with such sign, and Tenant shall give Landlord at least ten (10) days prior written notice of the intended commencement of work in connection with such sign in order to allow Landlord time to post appropriate notices of non-responsibility.

(5)    Right Personal. The Building monument signage right under this Section is personal to Guardant Health, Inc., a Delaware corporation, and may not be used by, and shall not be transferable or assignable (voluntarily or involuntarily) to any person or entity except with respect to an assignment or sublease to a Permitted Transferee in accordance with the provisions of Section 10.01(e).

SECTION 3.    OPTION TO EXTEND.

(a)    Landlord hereby grants Tenant a single option to extend the Term of the Lease for an additional period of five (5) years (such period may be referred to as the “Option Term”), as to the entire Premises as it then exists, upon and subject to the terms and conditions of this Section (the “Option To Extend”), and provided that at the time of exercise of such option (and each Option, if more than one Option is granted): (i) Tenant must be conducting regular, active, ongoing business in, and be in occupancy (and occupancy by a subtenant, licensee or other party permitted or suffered by Tenant shall not satisfy such condition) of at least seventy-five percent (75%) of the Premises; and (ii) there has been no material adverse change in Tenant’s financial position from such position as of the date of execution of the Lease, as certified by Tenant’s chief executive officer or chief financial officer, and as supported by Tenant’s certified financial statements, copies of which shall be delivered to Landlord with Tenant’s written notice exercising its right hereunder. Without limiting the generality of the foregoing, Landlord may reasonably conclude there has been a material adverse change if Tenant’s chief executive officer or chief financial officer do not certify there has been no such change.

(b)    Tenant’s election (the “Election Notice”) to exercise the Option To Extend must be given to Landlord in writing no earlier than the date which is twelve (12) months prior to the Expiration Date and no later than the date which is nine (9) months prior to the Expiration Date. If Tenant either fails or elects not to exercise the Option to Extend by not timely giving its Election Notice, then the Option to Extend shall be null and void, including, if more than one Option is granted, the then applicable Option to Extend and all further Options to Extend.

(c)    The Option Term (and each Option Term, if more than one Option is granted) shall commence immediately after the expiration of the preceding Term of the Lease. Tenant’s

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leasing of the Premises during the Option Term shall be upon and subject to the same terms and conditions contained in the Lease except that (i) Tenant shall pay the “Option Term Rent”, defined and determined in the manner set forth in the immediately following Subsection; (ii) the Security Deposit shall be increased to an amount that is the same percentage or proportion of Option Term Rent as the prior amount of Security Deposit was in relation to Rent for the Term prior to the Option Term, but in no event shall the Security Deposit be decreased; and (iii) Tenant shall accept the Premises in its “as is” condition without any obligation of Landlord to repaint, remodel, repair, improve or alter the Premises or to provide Tenant any allowance therefor, except to the extent tenants leasing space in Comparable Transactions receive an allowance pursuant to the definition of Fair Market Rental Rate defined in Exhibit Dhereto, provided, however, Landlord by notice given to Tenant within thirty (30) days after final determination of the Fair Market Rental Rate, may elect to provide, in lieu of such allowance for alterations to the Premises, a rent credit equal to the amount of the allowance that would have otherwise been given, credited toward the rents applicable only to the Premises and due starting after such rent obligation commences. If Tenant timely and properly exercises the Option To Extend, references in the Lease to the Term shall be deemed to mean the preceding Term as extended by the Option Term unless the context clearly requires otherwise.

(d)    The Option Term Rent shall mean the sum of the Monthly Base Rent at the Fair Market Rental Rate (as defined in Exhibit D) plus Rent Adjustments and/or certain Operating Expenses (if applicable, based upon a step-up to change the base year or base amount for calculation of Operating Expenses in connection with determination of the Fair Market Rental Rate) plus other charges pursuant to the Lease payable to Landlord. The determination of Fair Market Rental Rate and Option Term Rent shall be made by Landlord, in the good faith exercise of Landlord’s business judgment. Within forty-five (45) days after Tenant’s exercise of the Option To Extend, Landlord shall notify Tenant of Landlord’s determination of the Fair Market Rental Rate and Option Term Rent for the Premises. Tenant may, within fifteen (15) days after receipt thereof, deliver to Landlord a written notice either: (i) accepting Landlord’s determination, in which case the extension shall be effective and binding (subject to Subsection (f) below) at the accepted rate; or (ii) setting forth Tenant’s good faith estimate, in which case Landlord and Tenant will promptly confer and attempt to agree upon the Fair Market Rental Rate and Option Term Rent. Tenant’s failure to timely deliver such notice within such fifteen (15) day period shall be deemed its cancellation of the Option. In the event Tenant has delivered notice setting forth Tenant’s different estimate, but no agreement in writing between Tenant and Landlord on Fair Market Rental Rate and Option Term Rent is reached within thirty (30) days after Landlord’s receipt of Tenant’s estimate, the Fair Market Rental Rate shall be determined in accordance with the terms of Exhibit D. The Preceding Rent shall mean the sum of the Monthly Base Rent payable by Tenant under this Lease calculated at the rate applicable for the last full month of the Term preceding the Option Term plus the Rent Adjustments payable by Tenant under the Lease (if applicable, using the base year for calculation of Base Operating Expenses applicable for the last full month of the Term preceding the Option Term), plus other charges pursuant to the Lease payable to Landlord. To the extent that Tenant pays directly the utility or

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service provider for utilities or services which Tenant is to obtain directly pursuant to the Lease, Tenant shall continue to pay such amounts, but such amounts shall not be counted as part of the Preceding Rent or the Fair Market Rental Rate as used herein.

(e)    Promptly after final determination of the Fair Market Rental Rate, Landlord shall prepare a memorandum confirming the specific dates, amounts and terms of the extension for the Option Term in accordance with the terms and conditions of this Option to Extend, in the form of an amendment to the Lease, and Tenant shall execute such amendment within five (5) business days after Landlord and Tenant agree to the form of the proposed amendment and Landlord shall execute it promptly after Tenant. Notwithstanding any of the foregoing to the contrary, the failure of Landlord to prepare such amendment or of either party to execute an amendment shall not affect the validity and effectiveness of the extension for the Option Term in accordance with the terms and conditions of this Option to Extend.

(f)    Upon the occurrence of any of the following events, Landlord shall have the option, exercisable at any time prior to commencement of the Option Term, to terminate all of the provisions of this Section with respect to the Option to Extend, whereupon any prior or subsequent exercise of this Option to Extend shall be of no force or effect:

(i)    Tenant’s failure to timely exercise or timely to perform the Option to Extend in strict accordance with the provisions of this Section.

(ii)    The existence at the time Tenant exercises the Option to Extend or at the commencement of the Option Term of a Default on the part of Tenant under the Lease or of any state of facts which with the passage of time or the giving of notice, or both, would constitute such a Default.

(iii)    Tenant’s third Default under the Lease prior to the commencement of the Option Term, notwithstanding that all such Defaults may subsequently be cured.

(g)    Without limiting the generality of any provision of the Lease, time shall be of the essence with respect to all of the provisions of this Section.

(h)    This Option to Extend is personal to Guardant Health, Inc., a Delaware corporation, and may not be used by, and shall not be transferable or assignable (voluntarily or involuntarily) to any person or entity except with respect to an assignment or sublease to a Permitted Transferee in accordance with the provisions of Section 10.01(e).

SECTION 4.    STANDBY GENERATOR.

(a)    During the Term, Tenant shall have the right, at Tenant’s sole cost and expense, to install, operate, maintain, repair, replace, remove and use Standby Generator Installations (as defined below), upon and subject to the terms and conditions of this Section and the Lease. The “Standby Generator Installations” shall mean (i) one standby diesel generator to be installed or

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housed, along with its diesel fuel tank with a maximum capacity of 150 gallons (and such fuel shall also be a Permitted Hazardous Material), above ground, outside the Building in an existing walled enclosure behind the Premises, in an area no larger than approximately 11 feet by 17 feet (ii) wiring, cabling and conduit (subject to Subsection (b) below) from it to the separate electrical circuit(s) serving only the Premises, and all associated switchover equipment and circuits to connect & operate the generator on a standby basis without interference with or damage to any utility systems of the Project or any other equipment of Landlord or other occupants of the Project; and (iii) all ancillary containment vessels, pipe, ventilation systems and equipment. The Standby Generator Installations shall be for the sole purpose of providing Tenant electrical power for certain operations in the Premises in the event of any interruption in the supply of electricity, and shall not be used at any other times or in any other way except for occasional testing, as necessary, at times subject to Landlord’s prior written approval. This right to Standby Generator Installations is further conditioned upon the following: (1) in all respects, such right shall be subject to Tenant seeking and obtaining from applicable governmental authorities and the electric utility serving the Project all approvals and permits to install, operate, maintain, repair, replace and use such Standby Generator Installations; (2) except if and as otherwise specified above, the exact location, size and all specifications of such Standby Generator Installations, shall be subject to Landlord’s prior written approval, in its reasonable discretion; (3) without limiting the generality of any other provisions of the Lease, Tenant shall install, operate, maintain, repair, replace, remove and use Standby Generator Installations in compliance with the Lease, all Environmental Laws and all other Laws; (4) without limiting the generality of any other provisions of the Lease, the Standby Generator Installations, whether located in the Premises or elsewhere at the Project, shall be subject to and covered by the indemnities by Tenant under the Lease, including, without limitation, those of Sections 7.02 and 17.02 of the Lease, and shall be deemed to be in and part of the Premises under all indemnities with respect to the Premises; and (5) notwithstanding any provision of the Lease to the contrary, Tenant, at Tenant’s sole cost and expense, shall, as of the expiration or earlier termination of the Lease, remove all Hazardous Material introduced to the Property by Tenant or any Tenant Parties (as defined in Section 7.02 of the Lease), and, if requested by Landlord, shall remove the Standby Generator Installations and restore the Property to its condition immediately prior to the installation of the Standby Generator Installations. Landlord has no obligation to seek or obtain from applicable governmental authorities or the electric utility serving the Real Property any approvals or permits to install, operate, maintain, repair, replace, remove or use such Standby Generator Installations. Landlord makes no representation or warranty either (x) as to whether or not the Standby Generator Installations comply with Law or will be acceptable to or approved by applicable governmental authorities, the electric utility serving the Real Property or (y) as to the suitability of space at the Project for such installations.

(b)    The installations contemplated by this Section 4 (this “Section”) shall be part of the Tenant Work pursuant to the Workletter if proposed to be done preparatory to or in connection with Tenant’s initial occupancy of the Premises and, if proposed to be done thereafter, shall be Tenant Alterations subject to Article Nine of the Lease, except, in each case, Landlord’s

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prior written approval in Landlord’s sole discretion shall be required where specified in this Section, including the location and method of installation of conduits and related equipment in any area outside each Building in which the Premises is located, at the entry point to each such Building and in any of the horizontal and vertical pathways or other Common Areas of each such Building. With respect to all conduit for electrical connections contemplated by this Section, Landlord shall permit Tenant to install a single conduit (no larger than four (4) inch conduit to connect Tenant’s standby generator to the separate electrical circuit(s) serving only the Premises. Further, with respect to any installations, maintenance, repair, replacement or removal of any installations outside the Premises, whether outside the Building or in the Building’s horizontal or vertical pathways or similar areas whose use is shared by Landlord or other occupants of the Building or other service providers to the Building, such work shall be performed by contractors reasonably approved by Landlord and subject to the direction of Landlord, and Landlord reserves the right to restrict and control access to such areas. All installations pursuant to this Section (whether as part of or after the initial installations) and their maintenance, repair, replacement, removal and use shall not adversely affect the operation, maintenance or replacement of any Building Systems, and shall be subject to compliance with other provisions of the Lease. Without limiting the generality of the foregoing, Tenant shall be responsible to provide all switchover equipment and circuits to connect & operate the generator on a standby basis without interference with or damage to any Building Systems or any other equipment of Landlord or other occupants of the Project. With respect to all operations (including all installations, maintenance, repair, replacement, removal and use) with respect to this Section, Tenant shall conduct its business and control its agents, employees and invitees in such manner as not to create any nuisance, or interfere with, annoy or disturb any other licensee or tenant of the Building or Landlord in its operation of the Building. The Standby Generator Installations shall be deemed to be trade fixtures of Tenant, shall be covered by Tenant’s insurance under the Lease, and Landlord shall have no obligation to repair or rebuild them in the event of fire or other loss. Landlord reserves the right to relocate the Standby Generator Installations or any part thereof upon not less than sixty (60) days prior written notice, and Landlord shall pay the actual and reasonable expenses of physically moving and reconnecting any such relocated installation.

(c)    There shall be no additional Monthly Base Rent payable for this right.

SECTION 5.    OFFER RIGHT.

(a)    Landlord hereby grants Tenant a one-time right to lease the Offer Space (defined below) if and to the extent such space is Available (defined below) during the period beginning on the date of execution of this Lease and expiring twelve (12) months prior to the Expiration Date of the Term or the Option Term if the Option to Extend is properly exercised by Tenant (the “Offer Period”), upon and subject to the terms and conditions of this Section (the “Offer Right”), and provided that at the time of exercise of such right: (i) Tenant must be conducting regular, active, ongoing business in, and be in occupancy (and occupancy by a subtenant, licensee or other party permitted or suffered by Tenant shall not satisfy such condition) of the entire

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Premises; and (ii) there has been no material adverse change in Tenant’s financial position from such position as of the date of execution of the Lease, as certified by Tenant’s chief executive officer or chief financial officer, and as supported by Tenant’s certified financial statements, copies of which shall be delivered to Landlord with Tenant’s written notice exercising its right hereunder. Without limiting the generality of the foregoing, Landlord may reasonably conclude there has been a material adverse change if Tenant’s chief executive officer or chief financial officer do not certify there has been no such change.

(b)    “Offer Space” shall mean the leaseable space consisting of 15,021 rentable square feet and known as 545 Penobscot Drive of the Building. The term “Available” shall mean that the space in question is either: (1) vacant and free and clear of all “Prior Rights” (defined below); or (2) space as to which Landlord has received a proposal, or Landlord is making a proposal, for a lease or rights of any nature applicable in the future when such space would be free and clear of all Prior Rights. The term “Prior Rights” shall mean renewal rights of Ivy Sports Medicine, LLC pursuant to a lease or written agreement which was entered into on or before the beginning of the Offer Period.

(c)    Nothing herein shall be deemed to limit or prevent Landlord from marketing, discussing or negotiating with any other party for a lease of, or rights of any nature as to, any part of the Offer Space, but during the Offer Period before Landlord makes any written proposal to any other party (other than a party with Prior Rights) for any Offer Space which becomes Available (including giving a written response to any proposal or offer received from another party), or contemporaneously with making any such proposal, and in any event within sixty (60) days after such space becomes vacant and free and clear of all “Prior Rights”, Landlord shall give Tenant written notice (“Landlord’s Notice”), which notice identifies the space Available, its rentable area, Landlord’s estimate of the projected date such space will be vacant and deliverable to Tenant, Landlord’s estimate of the applicable Fair Market Rental Rate, as defined in Exhibit Dhereto (“Landlord’s Estimate”), and if applicable, base year or base amount (if different from that for the rest of the Premises) with respect to Operating Expenses. For the period of five (5) business days after Landlord gives Landlord’s Notice (the “Election Notice Period”), Tenant shall have the right to give Landlord irrevocable written notice (“Election Notice”) of Tenant’s election to lease all (and not less than all) the Offer Space identified in Landlord’s Notice.

(d)    In the event Tenant duly and timely delivers its Election Notice to Landlord, such exercise shall thereby create and constitute a binding lease of the Offer Space by and to Tenant, subject to suspension or termination of such right pursuant to Subsection (h) below, upon and subject to the same terms and conditions contained in the Lease except as follows: (i) Tenant shall accept the Offer Space in its then “AS IS” condition, but broom clean and free of all tenants or occupants, without any obligation of Landlord to repaint, remodel, improve or alter such space for Tenant’s occupancy or to provide Tenant any allowance therefor except to the extent tenants leasing space in Comparable Transactions receive an allowance pursuant to the definition of Fair Market Rental Rate, provided, however, Landlord, by notice given to Tenant within thirty (30)

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days after receipt of Tenant’s Election Notice, may elect to provide, in lieu of such allowance for alterations to the Offer Space, a rent credit equal to the amount of the allowance that would have otherwise been given, credited toward the rents applicable only to the Offer Space and due starting after such rent obligation commences; (ii) Landlord shall deliver the Offer Space to Tenant no later than thirty (30) days after the later of the date on which Landlord regains possession of such space or the date on which Landlord receives Tenant’s Election Notice; (iii) upon such delivery, the Offer Space shall be part of the Premises under the Lease, such that the term “Premises” in the Lease thereafter shall mean both the space leased immediately prior to such delivery and the Offer Space, and shall be leased for the remaining term of the Lease (including any extension pursuant to the Option to Extend); (iv) starting on such delivery date, with respect to the Offer Space Tenant shall pay Monthly Base Rent equal to the Fair Market Rental Rate, with Fair Market Rental Rate defined and determined as set forth herein and in Exhibit D; (v) starting on such delivery date, with respect to the Offer Space Tenant shall additionally pay Tenant’s Share of Operating Expenses or increases in Operating Expenses, as applicable under the Lease, with Tenant’s Share recalculated to reflect addition of the Offer Space, or with a separate Tenant’s Share for the Offer Space if the Lease provides for a base year or base amount for calculation of Operating Expenses and if the base year or base amount for the Offer Space is different from that for the rest of the Premises; (vi) starting on such delivery date, Tenant shall additionally pay other charges payable by Tenant for utilities and otherwise with respect to the Offer Space; (vii) the number of unreserved parking spaces rented to Tenant shall increase at the rate of three and three-tenths (3.3) spaces per one thousand (1,000) square feet of Usable Area at no additional charge during the original Term and at Landlord’s then-posted rate during the Option Term; and (vii) the Security Deposit shall be increased to an amount that is the same percentage or proportion of Rent (after including Rent for the Offer Space) as the prior amount of Security Deposit was in relation to prior Rent.

(e)    Landlord’s Estimate set forth in Landlord’s Notice shall be conclusive and binding as the Monthly Base Rent payable for the Offer Space in Landlord’s Notice unless Tenant notifies Landlord in Tenant’s Election Notice that Tenant elects to lease the subject Offer Space but disputes Landlord’s Estimate and specifies in detail the reasons therefor and states Tenant’s good faith estimate of the Fair Market Rental Rate. If the dispute is not resolved within ten (10) business days after Landlord receives Tenant’s Election Notice as described above, then the Fair Market Rental Rate shall be determined in accordance with the terms of Exhibit D.

(f)    Promptly after final determination of the Fair Market Rental Rate, Landlord shall prepare a memorandum confirming the specific dates, amounts and terms of the lease of the subject Offer Space in accordance with the terms and conditions of this Offer Right, in the form of an amendment to the Lease. Tenant shall execute such amendment within five (5) business days after receipt of the proposed amendment and Landlord shall execute it promptly after Tenant. Notwithstanding any of the foregoing to the contrary, the failure of Landlord to prepare such amendment or of either party to execute an amendment shall not affect the validity and

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effectiveness of the lease of the Offer Space in accordance with the terms and conditions of this Offer Right.

(g)    If Tenant either fails or elects not to exercise its Offer Right as to the Offer Space covered by Landlord’s Notice by not giving its Election Notice within the Election Notice Period, then Tenant’s Offer Right shall terminate, and be null and void, as to the subject space identified in the applicable Landlord’s Notice (but not as to any Offer Space subject to this Offer Right which has not become Available and been included in a Landlord’s Notice), and at any time thereafter Landlord shall be free to lease and/or otherwise grant options or rights to the subject space on any terms and conditions whatsoever free and clear of the Offer Right.

(h)    During any period that Tenant does not occupy the entire Premises or that there is an uncured default by Tenant under the Lease, or any state of facts which with the passage of time or the giving of notice, or both, would constitute such a default, the Offer Right shall not apply and shall be ineffective and suspended, and Landlord shall not be obligated to give a Landlord’s Notice as to any space which becomes Available during such suspension period, and Landlord shall not be obligated to negotiate (or enter any amendment) with respect to any Offer Space which was the subject of a pending Landlord’s Notice for which an amendment has not been fully executed, and during such suspension period Landlord shall be free to lease and/or otherwise grant options or rights to such space on any terms and conditions whatsoever free and clear of the Offer Right. The Offer Right shall terminate upon any of the following: (1) the termination of the Lease upon the occurrence of a Tenant default or otherwise; (2) Landlord’s recovery of possession of the Premises upon the occurrence of a Tenant default or otherwise; (3) rejection of the Lease in any bankruptcy proceeding; or (4) the failure of Tenant timely to exercise, give any notices, perform or agree, within any applicable time period specified above, with respect to any Offer Space which was the subject of any Landlord’s Notice.

(i)    The Offer Right is personal to Guardant Health, Inc., a Delaware corporation, and may not be used by, and shall not be transferable or assignable (voluntarily or involuntarily) to any person or entity except with respect to an assignment or sublease to a Permitted Transferee in accordance with the provisions of Section 10.01(e).

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EX-10.3

Exhibit 10.3

GUARDANT HEALTH, INC.

Amended and Restated 2012 Stock Plan

1.    Purposes of the Plan. The purposes of this 2012 Stock Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees and Consultants and to promote the success of the Company’s business. Options granted under the Plan may be Incentive Stock Options or Nonstatutory Stock Options, as determined by the Administrator at the time of grant of an option and subject to the applicable provisions of Section 422 of the Code and the regulations and interpretations promulgated thereunder. Stock purchase rights may also be granted under the Plan.

2.    Definitions. As used herein, the following definitions shall apply:

(a)    “Administrator” means the Board or its Committee appointed pursuant to Section 4 of the Plan.

(b)    “Affiliate” means an entity other than a Subsidiary (as defined below) which, together with the Company, is under common control of a third person or entity.

(c)    “Applicable Laws” means the legal requirements relating to the administration of stock option and restricted stock purchase plans, including under applicable U.S. state corporate laws, U.S. federal and applicable state securities laws, other U.S. federal and state laws, the Code, any Stock Exchange rules or regulations and the applicable laws, rules and regulations of any other country or jurisdiction where Options or Stock Purchase Rights are granted under the Plan, as such laws, rules, regulations and requirements shall be in place from time to time.

(d)    “Board” means the Board of Directors of the Company.

(e)    “Cause” for termination of a Participant’s Continuous Service Status will exist if the Participant is terminated by the Company for any of the following reasons: (i) Participant’s willful failure substantially to perform his or her duties and responsibilities to the Company or deliberate violation of a Company policy; (ii) Participant’s commission of any act of fraud, embezzlement, dishonesty or any other willful misconduct that has caused or is reasonably expected to result in material injury to the Company; (iii) unauthorized use or disclosure by Participant of any proprietary information or trade secrets of the Company or any other party to whom the Participant owes an obligation of nondisclosure as a result of his or her relationship with the Company; or (iv) Participant’s willful breach of any of his or her obligations under any written agreement or covenant with the Company. The determination as to whether a Participant is being terminated for Cause shall be made in good faith by the Company and shall be final and binding on the Participant. The foregoing definition does not in any way limit the Company’s ability to terminate a Participant’s employment or consulting relationship at any time as provided in Section 5(d) below, and the term “Company” will be interpreted to include any Subsidiary, Parent or Affiliate, as appropriate.

(f)    "Change of Control" means (1) a sale of all or substantially all of the Company’s assets, or (2) any merger, consolidation or other business combination transaction of the Company with or into another corporation, entity or person, other than a transaction in which the holders of at least a majority of the shares of voting capital stock of the Company outstanding immediately prior to such transaction continue to hold (either by such shares remaining outstanding or by their being converted into shares of voting capital stock of the surviving entity) a majority of the total voting power represented by the shares of voting capital stock of the Company (or the surviving entity) outstanding immediately after such transaction, or (3) the direct or indirect acquisition (including by way of a tender or exchange offer) by any person, or persons acting as a group, of beneficial ownership or a right to acquire beneficial ownership of shares representing a majorityof the voting power of the then outstanding shares of capital stock of the Company.

(g)    “Code” means the Internal Revenue Code of 1986, as amended.

(h)    “Committee” means one or more committees or subcommittees of the Board appointed by the Board to administer the Plan in accordance with Section 4 below.

(i)    “Common Stock” means the Common Stock of the Company.

(j)    “Company” means Guardant Health, Inc., a Delaware corporation.

(k)    “Consultant” means any person, including an advisor, who is engaged by the Company or any Parent, Subsidiary or Affiliate to render services and is compensated for such services, and any director of the Company whether compensated for such services or not.

(l)    “Continuous Service Status” means the absence of any interruption or termination of service as an Employee or Consultant. Continuous Service Status as an Employee or Consultant shall not be considered interrupted in the case of: (i) sick leave; (ii) military leave; (iii) any other leave of absence approved by the Administrator, provided that such leave is for a period of not more than ninety (90) days, unless reemployment upon the expiration of such leave is guaranteed by contract or statute, or unless provided otherwise pursuant to Company policy adopted from time to time; or (iv) in the case of transfers between locations of the Company or between the Company, its Parents, Subsidiaries, Affiliates or their respective successors. A change in status from an Employee to a Consultant or from a Consultant to an Employee will not constitute an interruption of Continuous Service Status.

(m)    “Corporate Transaction” means a sale of all or substantially all of the Company’s assets, or a merger, consolidation or other capital reorganization or business combination transaction of the Company with or into another corporation, entity or person, or the direct or indirect acquisition (including by way of a tender or exchange offer) by any person, or persons acting as a group, of beneficial ownership or a right to acquire beneficial ownership of shares representing a majorityof the voting power of the then outstanding shares of capital stock of the Company.

(n)    “Director” means a member of the Board.

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(o)    “Employee” means any person employed by the Company or any Parent, Subsidiary or Affiliate, with the status of employment determined based upon such factors as are deemed appropriate by the Administrator in its discretion, subject to any requirements of the Code or the Applicable Laws. The payment by the Company of a director’s fee to a Director shall not be sufficient to constitute “employment” of such Director by the Company.

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

(q)    “Fair Market Value” means, as of any date, the fair market value of the Common Stock, as determined by the Administrator in good faith on such basis as it deems appropriate and applied consistently with respect to Participants. Whenever possible, the determination of Fair Market Value shall be based upon the closing price for the Shares as reported in the Wall Street Journal for the applicable date.

(r)    “Incentive Stock Option” means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code, as designated in the applicable Option Agreement.

(s)    “Involuntary Termination” means termination of a Participant’s Continuous Service Status under the following circumstances: (i) termination without Cause by the Company or a Subsidiary, Parent or Affiliate, as appropriate; or (ii) voluntary termination by the Participant following (A) a material reduction in the Participant’s job responsibilities, provided that neither a mere change in title alone nor reassignment following a Change of Control to a position that is substantially similar to the position held prior to the Change of Control shall constitute a material reduction in job responsibilities; (B) relocation by the Company or a Subsidiary, Parent or Affiliate, as appropriate, of the Participant’s work site to a facility or location more than 50 miles from the Participant’s principal work site for the Company at the time of the Change of Control; or (C) a reduction in Participant’s then-current base salary by at least 20%, provided that an across-the-board reduction in the salary level of all other employees or consultants in positions similar to the Participant’s by the same percentage amount as part of a general salary level reduction shall not constitute such a salary reduction.

(t)    “Listed Security” means any security of the Company that is listed or approved for listing on a national securities exchange or designated or approved for designation as a national market system security on an interdealer quotation system by the National Association of Securities Dealers, Inc.

(u)    “Named Executive” means any individual who, on the last day of the Company’s fiscal year, is the chief executive officer of the Company (or is acting in such capacity) or among the four most highly compensated officers of the Company (other than the chief executive officer). Such officer status shall be determined pursuant to the executive compensation disclosure rules under the Exchange Act.

(v)    “Nonstatutory Stock Option” means an Option not intended to qualify as an Incentive Stock Option, as designated in the applicable Option Agreement.

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(w)    “Option” means a stock option granted pursuant to the Plan.

(x)    “Option Agreement” means a written document, the form(s) of which shall be approved from time to time by the Administrator, reflecting the terms of an Option granted under the Plan and includes any documents attached to or incorporated into such Option Agreement, including, but not limited to, a notice of stock option grant and a form of exercise notice.

(y)    “Option Exchange Program” means a program approved by the Administrator whereby outstanding Options are exchanged for Options with a lower exercise price or are amended to decrease the exercise price as a result of a decline in the Fair Market Value of the Common Stock.

(z)    “Optioned Stock” means the Common Stock subject to an Option.

(aa)    “Optionee” means an Employee or Consultant who receives an Option.

(bb)    “Parent” means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code, or any successor provision.

(cc)    “Participant” means any holder of one or more Options or Stock Purchase Rights, or the Shares issuable or issued upon exercise of such awards, under the Plan.

(dd)    “Plan” means this 2012 Stock Plan.

(ee)    “Reporting Person” means an officer, Director, or greater than ten percent stockholder of the Company within the meaning of Rule 16a-2 under the Exchange Act, who is required to file reports pursuant to Rule 16a-3 under the Exchange Act.

(ff)    “Restricted Stock” means Shares of Common Stock acquired pursuant to a grant of a Stock Purchase Right under Section 11 below.

(gg)    “Restricted Stock Purchase Agreement” means a written document, the form(s) of which shall be approved from time to time by the Administrator, reflecting the terms of a Stock Purchase Right granted under the Plan and includes any documents attached to such agreement.

(hh)    “Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act, as amended from time to time, or any successor provision.

(ii)    “Share” means a share of the Common Stock, as adjusted in accordance with Section 14 of the Plan.

(jj)    “Stock Exchange” means any stock exchange or consolidated stock price reporting system on which prices for the Common Stock are quoted at any given time.

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(kk)    “Stock Purchase Right” means the right to purchase Common Stock pursuant to Section 11 below.

(ll)    “Subsidiary” means a “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(f) of the Code, or any successor provision.

(mm)    “Ten Percent Holder” means a person who owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary.

3.    Stock Subject to the Plan. Subject to the provisions of Section 14 of the Plan, the maximum aggregate number of Shares that may be sold under the Plan is 14,203,668 Shares of Common Stock all of which may be issued as incentive stock options. The Shares may be authorized, but unissued, or reacquired Common Stock. If an award should expire or become unexercisable for any reason without having been exercised in full, or is surrendered pursuant to an Option Exchange Program, the unpurchased Shares that were subject thereto shall, unless the Plan shall have been terminated, become available for future grant under the Plan. In addition, any Shares of Common Stock which are retained by the Company upon exercise of an award in order to satisfy the exercise or purchase price for such award or any withholding taxes due with respect to such exercise or purchase shall be treated as not issued and shall continue to be available under the Plan. Shares issued under the Plan and later repurchased by the Company pursuant to any repurchase right which the Company may have shall not be available for future grant under the Plan.

4.    Administration of the Plan.

(a)    General. The Plan shall be administered by the Board or a Committee, or a combination thereof, as determined by the Board. The Plan may be administered by different administrative bodies with respect to different classes of Participants and, if permitted by the Applicable Laws, the Board may authorize one or more officers to make awards under the Plan.

(b)    Committee Composition. If a Committee has been appointed pursuant to this Section 4, such Committee shall continue to serve in its designated capacity until otherwise directed by the Board. From time to time the Board may increase the size of any Committee and appoint additional members thereof, remove members (with or without cause) and appoint new members in substitution therefor, fill vacancies (however caused) and remove all members of a Committee and thereafter directly administer the Plan, all to the extent permitted by the Applicable Laws and, in the case of a Committee administering the Plan in accordance with the requirements of Rule 16b-3 or Section 162(m) of the Code, to the extent permitted or required by such provisions. The Committee shall in all events conform to any requirements of the Applicable Laws.

(c)    Powers of the Administrator. Subject to the provisions of the Plan and in the case of a Committee, the specific duties delegated by the Board to such Committee, the Administrator shall have the authority, in its discretion:

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(i)    to determine the Fair Market Value of the Common Stock, in accordance with Section 2(q) of the Plan, provided that such determination shall be applied consistently with respect to Participants under the Plan;

(ii)    to select the Employees and Consultants to whom Plan awards may from time to time be granted;

(iii)    to determine whether and to what extent Plan awards are granted;

(iv)    to determine the number of Shares of Common Stock to be covered by each award granted;

(v)    to approve the form(s) of agreement(s) used under the Plan;

(vi)    to determine the terms and conditions, not inconsistent with the terms of the Plan, of any award granted hereunder, which terms and conditions include but are not limited to the exercise or purchase price, the time or times when awards may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, any pro rata adjustment to vesting as a result of a Participant’s transitioning from full- to part-time service (or vice versa), and any restriction or limitation regarding any Option, Optioned Stock, Stock Purchase Right or Restricted Stock, based in each case on such factors as the Administrator, in its sole discretion, shall determine;

(vii)    to determine whether and under what circumstances an Option may be settled in cash under Section 10(c) instead of Common Stock;

(viii)    to implement an Option Exchange Program on such terms and conditions as the Administrator in its discretion deems appropriate, provided that no amendment or adjustment to an Option that would materially and adversely affect the rights of any Optionee shall be made without the prior written consent of the Optionee;

(ix)    to adjust the vesting of an Option held by an Employee or Consultant as a result of a change in the terms or conditions under which such person is providing services to the Company;

(x)    to construe and interpret the terms of the Plan and awards granted under the Plan, which constructions, interpretations and decisions shall be final and binding on all Participants; and

(xi)    in order to fulfill the purposes of the Plan and without amending the Plan, to modify grants of Options or Stock Purchase Rights to Participants who are foreign nationals or employed outside of the United States in order to recognize differences in local law, tax policies or customs.

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5.    Eligibility.

(a)    Recipients of Grants. Nonstatutory Stock Options and Stock Purchase Rights may be granted to Employees and Consultants. Incentive Stock Options may be granted only to Employees, provided that Employees of Affiliates shall not be eligible to receive Incentive Stock Options.

(b)    Type of Option. Each Option shall be designated in the Option Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option.

(c)    ISO $100,000 Limitation. Notwithstanding any designation under Section 5(b), to the extent that the aggregate Fair Market Value of Shares with respect to which Options designated as Incentive Stock Options are exercisable for the first time by any Optionee during any calendar year (under all plans of the Company or any Parent or Subsidiary) exceeds $100,000, such excess Options shall be treated as Nonstatutory Stock Options. For purposes of this Section 5(c), Incentive Stock Options shall be taken into account in the order in which they were granted, and the Fair Market Value of the Shares subject to an Incentive Stock Option shall be determined as of the date of the grant of such Option.

(d)    No Employment Rights. The Plan shall not confer upon any Participant any right with respect to continuation of an employment or consulting relationship with the Company, nor shall it interfere in any way with such Participant’s right or the Company’s right to terminate the employment or consulting relationship at any time for any reason.

6.    Term of Plan. The Plan shall become effective upon its adoption by the Board of Directors. It shall continue in effect for a term of ten (10) years unless sooner terminated under Section 16 of the Plan.

7.    Term of Option. The term of each Option shall be the term stated in the Option Agreement; provided that the term shall be no more than ten years from the date of grant thereof or such shorter term as may be provided in the Option Agreement and provided further that, in the case of an Incentive Stock Option granted to a person who at the time of such grant is a Ten Percent Holder, the term of the Option shall be five years from the date of grant thereof or such shorter term as may be provided in the Option Agreement.

8.    [Reserved.]

9.    Option Exercise Price and Consideration.

(a)    Exercise Price. The per Share exercise price for the Shares to be issued pursuant to exercise of an Option shall be such price as is determined by the Administrator and set forth in the Option Agreement, but shall be subject to the following:

(i)    In the case of an Incentive Stock Option

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(A)    granted to an Employee who at the time of grant is a Ten Percent Holder, the per Share exercise price shall be no less than 110% of the Fair Market Value per Share on the date of grant; or

(B)    granted to any other Employee, the per Share exercise price shall be no less than 100% of the Fair Market Value per Share on the date of grant.

(ii)    In the case of a Nonstatutory Stock Option

(A)    granted on any date on which the Common Stock is not a Listed Security to a person who is at the time of grant is a Ten Percent Holder, the per Share exercise price shall be no less than 110% of the Fair Market Value per Share on the date of grant if required by the Applicable Laws and, if not so required, shall be such price as is determined by the Administrator;

(B)    granted on any date on which the Common Stock is not a Listed Security to any other eligible person, the per Share exercise price shall be no less than 85% of the Fair Market Value per Share on the date of grant if required by the Applicable Laws and, if not so required, shall be such price as is determined by the Administrator; or

(C)    granted on any date on which the Common Stock is a Listed Security to any eligible person, the per share Exercise Price shall be such price as determined by the Administrator provided that if such eligible person is, at the time of the grant of such Option, a Named Executive of the Company, the per share Exercise Price shall be no less than 100% of the Fair Market Value on the date of grant if such Option is intended to qualify as performance-based compensation under Section 162(m) of the Code.

(iii)    Notwithstanding the foregoing, Options may be granted with a per Share exercise price other than as required above pursuant to a merger or other corporate transaction.

(b)    Permissible Consideration. The consideration to be paid for the Shares to be issued upon exercise of an Option, including the method of payment, shall be determined by the Administrator (and, in the case of an Incentive Stock Option, shall be determined at the time of grant) and may consist entirely of (1) cash; (2) check; (3) subject to any requirements of the Applicable Laws (including without limitation Section 153 of the Delaware General Corporation Law), delivery of Optionee’s promissory note having such recourse, interest, security and redemption provisions as the Administrator determines to be appropriate after taking into account the potential accounting consequences of permitting an Optionee to deliver a promissory note; (4) cancellation of indebtedness; (5) other Shares that have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which the Option is exercised, provided that in the case of Shares acquired, directly or indirectly, from the Company, such Shares must have been owned by the Optionee for more than six months on the date of surrender (or such other period as may be required to avoid the Company’s incurring an adverse accounting charge); (6) if, as of the date of exercise of an Option the Company then is permitting employees to engage in a “same-day sale” cashless brokered exercise program

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involving one or more brokers, through such a program that complies with the Applicable Laws (including without limitation the requirements of Regulation T and other applicable regulations promulgated by the Federal Reserve Board) and that ensures prompt delivery to the Company of the amount required to pay the exercise price and any applicable withholding taxes; or (7) any combination of the foregoing methods of payment. In making its determination as to the type of consideration to accept, the Administrator shall consider if acceptance of such consideration may be reasonably expected to benefit the Company and the Administrator may, in its sole discretion, refuse to accept a particular form of consideration at the time of any Option exercise.

10.    Exercise of Option.

(a)    General.

(i)    Exercisability. Any Option granted hereunder shall be exercisable at such times and under such conditions as determined by the Administrator, consistent with the term of the Plan and reflected in the Option Agreement, including vesting requirements and/or performance criteria with respect to the Company and/or the Optionee; provided however that, if required under the Applicable Laws, the Option (or Shares issued upon exercise of the Option) shall comply with the requirements of Section 260.140.41(f) and (k) of the Rules of the California Corporations Commissioner.

(ii)    Leave of Absence. The Administrator shall have the discretion to determine whether and to what extent the vesting of Options shall be tolled during any unpaid leave of absence. In the event of military leave, vesting shall toll during any unpaid portion of such leave, provided that, upon a Participant’s returning from military leave (under conditions that would entitle him or her to protection upon such return under the Uniform Services Employment and Reemployment Rights Act), he or she shall be given vesting credit with respect to Options to the same extent as would have applied had the Participant continued to provide services to the Company throughout the leave on the same terms as he or she was providing services immediately prior to such leave.

(iii)    Minimum Exercise Requirements. An Option may not be exercised for a fraction of a Share. The Administrator may require that an Option be exercised as to a minimum number of Shares, provided that such requirement shall not prevent an Optionee from exercising the full number of Shares as to which the Option is then exercisable.

(iv)    Procedures for and Results of Exercise. An Option shall be deemed exercised when written notice of such exercise has been given to the Company in accordance with the terms of the Option by the person entitled to exercise the Option and the Company has received full payment for the Shares with respect to which the Option is exercised. Full payment may, as authorized by the Administrator, consist of any consideration and method of payment allowable under Section 9(b) of the Plan, provided that the Administrator may, in its sole discretion, refuse to accept any form of consideration at the time of any Option exercise.

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Exercise of an Option in any manner shall result in a decrease in the number of Shares that thereafter may be available, both for purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised.

(v)    Rights as Stockholder. Until the issuance of the Shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 14 of the Plan.

(b)    Termination of Employment or Consulting Relationship. Except as otherwise set forth in this Section 10(b), the Administrator shall establish and set forth in the applicable Option Agreement the terms and conditions upon which an Option shall remain exercisable, if at all, following termination of an Optionee’s Continuous Service Status, which provisions may be waived or modified by the Administrator at any time. Unless the Administrator otherwise provides in the Option Agreement, to the extent that the Optionee is not vested in Optioned Stock at the date of termination of his or her Continuous Service Status, or if the Optionee (or other person entitled to exercise the Option) does not exercise the Option to the extent so entitled within the time specified in the Option Agreement or below (as applicable), the Option shall terminate and the Optioned Stock underlying the unexercised portion of the Option shall revert to the Plan. In no event may any Option be exercised after the expiration of the Option term as set forth in the Option Agreement (and subject to Section 7).

The following provisions (1) shall apply to the extent an Option Agreement does not specify the terms and conditions upon which an Option shall terminate upon termination of an Optionee’s Continuous Service Status, and (2) establish the minimum post-termination exercise periods that may be set forth in an Option Agreement:

(i)    Termination other than Upon Disability or Death. In the event of termination of Optionee’s Continuous Service Status other than under the circumstances set forth in subsections (ii) through (iii)below, such Optionee may exercise an Option for 30 days following such termination to the extent the Optionee was vested in the Optioned Stock as of the date of such termination. No termination shall be deemed to occur and this Section 10(b)(i) shall not apply if (i) the Optionee is a Consultant who becomes an Employee, or (ii) the Optionee is an Employee who becomes a Consultant.

(ii)    Disability of Optionee. In the event of termination of an Optionee’s Continuous Service Status as a result of his or her disability (including a disability within the meaning of Section 22(e)(3) of the Code), such Optionee may exercise an Option at any time within six months following such termination to the extent the Optionee was vested in the Optioned Stock as of the date of such termination.

(iii)    Death of Optionee. In the event of the death of an Optionee during the period of Continuous Service Status since the date of grant of the Option, or within thirty days following termination of Optionee’s Continuous Service Status, the Option may be

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exercised by Optionee’s estate or by a person who acquired the right to exercise the Option by bequest or inheritance at any time within twelve months following the date of death, but only to the extent the Optionee was vested in the Optioned Stock as of the date of death or, if earlier, the date the Optionee’s Continuous Service Status terminated.

(c)    Buyout Provisions. The Administrator may at any time offer to buy out for a payment in cash or Shares an Option previously granted under the Plan based on such terms and conditions as the Administrator shall establish and communicate to the Optionee at the time that such offer is made.

11.    Stock Purchase Rights.

(a)    Rights to Purchase. When the Administrator determines that it will offer Stock Purchase Rights under the Plan, it shall advise the offeree in writing of the terms, conditions and restrictions related to the offer, including the number of Shares that such person shall be entitled to purchase, the price to be paid, and the time within which such person must accept such offer. In the case of a Stock Purchase Right granted prior to the date, if any, on which the Common Stock becomes a Listed Security and if required by the Applicable Laws at that time, the purchase price of Shares subject to such Stock Purchase Rights shall not be less than 85% of the Fair Market Value of the Shares as of the date of the offer, or, in the case of a Ten Percent Holder, the price shall not be less than 100% of the Fair Market Value of the Shares as of the date of the offer. If the Applicable Laws do not impose the requirements set forth in the preceding sentence and with respect to any Stock Purchase Rights granted after the date, if any, on which the Common Stock becomes a Listed Security, the purchase price of Shares subject to Stock Purchase Rights shall be as determined by the Administrator. The offer to purchase Shares subject to Stock Purchase Rights shall be accepted by execution of a Restricted Stock Purchase Agreement in the form determined by the Administrator.

(b)    Repurchase Option.

(i)    General. Unless the Administrator determines otherwise, the Restricted Stock Purchase Agreement shall grant the Company a repurchase option exercisable upon the voluntary or involuntary termination of the purchaser’s employment with the Company for any reason (including death or disability). Subject to any requirements of the Applicable Laws (including without limitation Section 260.140.42(h) of the Rules of the California Corporations Commissioner), the terms of the Company’s repurchase option (including without limitation the price at which, and the consideration for which, it may be exercised, and the events upon which it shall lapse) shall be as determined by the Administrator in its sole discretion and reflected in the Restricted Stock Purchase Agreement.

(ii)    Leave of Absence. The Administrator shall have the discretion to determine whether and to what extent the lapsing of Company repurchase rights shall be tolled during any unpaid leave of absence. In the event of military leave, the lapsing of Company repurchase rights shall toll during any unpaid portion of such leave, provided that, upon a Participant’s returning from military leave (under conditions that would entitle him or her to protection upon such return under the Uniform Services Employment and Reemployment Rights

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Act), he or she shall be given “vesting” credit with respect to Shares purchased pursuant to the Restricted Stock Purchase Agreement to the same extent as would have applied had the Participant continued to provide services to the Company throughout the leave on the same terms as he or she was providing services immediately prior to such leave.

(c)    Other Provisions. The Restricted Stock Purchase Agreement shall contain such other terms, provisions and conditions not inconsistent with the Plan as may be determined by the Administrator in its sole discretion. In addition, the provisions of Restricted Stock Purchase Agreements need not be the same with respect to each purchaser.

(d)    Rights as a Stockholder. Once the Stock Purchase Right is exercised, the purchaser shall have the rights equivalent to those of a stockholder, and shall be a stockholder when his or her purchase is entered upon the records of the duly authorized transfer agent of the Company. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Stock Purchase Right is exercised, except as provided in Section 14 of the Plan.

12.    Taxes.

(a)    As a condition of the grant, vesting or exercise of an Option or Stock Purchase Right granted under the Plan, the Participant (or in the case of the Participant’s death, the person exercising the Option or Stock Purchase Right) shall make such arrangements as the Administrator may require for the satisfaction of any applicable federal, state, local or foreign withholding tax obligations that may arise in connection with such grant, vesting or exercise of the Option or Stock Purchase Right or the issuance of Shares. The Company shall not be required to issue any Shares under the Plan until such obligations are satisfied. If the Administrator allows the withholding or surrender of Shares to satisfy a Participant’s tax withholding obligations under this Section 12 (whether pursuant to Section 12(c), (d) or (e), or otherwise), the Administrator shall not allow Shares to be withheld in an amount that exceeds the minimum statutory withholding rates for federal and state tax purposes, including payroll taxes.

(b)    In the case of an Employee and in the absence of any other arrangement, the Employee shall be deemed to have directed the Company to withhold or collect from his or her compensation an amount sufficient to satisfy such tax obligations from the next payroll payment otherwise payable after the date of an exercise of the Option or Stock Purchase Right.

(c)    This Section 12(c) shall apply only after the date, if any, upon which the Common Stock becomes a Listed Security. In the case of Participant other than an Employee (or in the case of an Employee where the next payroll payment is not sufficient to satisfy such tax obligations, with respect to any remaining tax obligations), in the absence of any other arrangement and to the extent permitted under the Applicable Laws, the Participant shall be deemed to have elected to have the Company withhold from the Shares to be issued upon exercise of the Option or Stock Purchase Right that number of Shares having a Fair Market Value determined as of the applicable Tax Date (as defined below) equal to the amount required to be withheld. For purposes of this Section 12, the Fair Market Value of the Shares to be

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withheld shall be determined on the date that the amount of tax to be withheld is to be determined under the Applicable Laws (the “Tax Date”).

(d)    If permitted by the Administrator, in its discretion, a Participant may satisfy his or her tax withholding obligations upon exercise of an Option or Stock Purchase Right by surrendering to the Company Shares that have a Fair Market Value determined as of the applicable Tax Date equal to the amount required to be withheld. In the case of shares previously acquired from the Company that are surrendered under this Section 12(d), such Shares must have been owned by the Participant for more than six (6) months on the date of surrender (or such other period of time as is required for the Company to avoid adverse accounting charges).

(e)    Any election or deemed election by a Participant to have Shares withheld to satisfy tax withholding obligations under Section 12(c) or (d) above shall be irrevocable as to the particular Shares as to which the election is made and shall be subject to the consent or disapproval of the Administrator. Any election by a Participant under Section 12(d) above must be made on or prior to the applicable Tax Date.

(f)    In the event an election to have Shares withheld is made by a Participant and the Tax Date is deferred under Section 83 of the Code because no election is filed under Section 83(b) of the Code, the Participant shall receive the full number of Shares with respect to which the Option or Stock Purchase Right is exercised but such Participant shall be unconditionally obligated to tender back to the Company the proper number of Shares on the Tax Date.

13.    Non-Transferability of Options and Stock Purchase Rights.

(a)    General. Except as set forth in this Section 13, Options and Stock Purchase Rights may not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner other than by will or by the laws of descent or distribution. The designation of a beneficiary by an Optionee will not constitute a transfer. An Option or Stock Purchase Right may be exercised, during the lifetime of the holder of an Option or Stock Purchase Right, only by such holder or a transferee permitted by this Section 13.

(b)    Limited Transferability Rights. Notwithstanding anything else in this Section 13, the Administrator may in its discretion grant Nonstatutory Stock Options that may be transferred by instrument to an inter vivos or testamentary trust in which the Options are to be passed to beneficiaries upon the death of the trustor (settlor) or by gift or pursuant to domestic relations orders to "Immediate Family Members" (as defined below) of the Optionee. "Immediate Family" means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law (including adoptive relationships), a trust in which these persons have more than fifty percent of the beneficial interest, a foundation in which these persons (or the Optionee) control the management of assets, and any other entity in which these persons (or the Optionee) own more than fifty percent of the voting interests.

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14.    Adjustments Upon Changes in Capitalization, Merger or Certain Other Transactions.

(a)    Changes in Capitalization. Subject to any action required under Applicable Laws by the stockholders of the Company, the number of Shares of Common Stock covered by each outstanding award, and the number of Shares of Common Stock that have been authorized for issuance under the Plan but as to which no awards have yet been granted or that have been returned to the Plan upon cancellation or expiration of an award, as well as the price per Share of Common Stock covered by each such outstanding award, shall be proportionately adjusted for any increase or decrease in the number of issued Shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination, recapitalization or reclassification of the Common Stock, or any other increase or decrease in the number of issued Shares of Common Stock effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration.” Such adjustment shall be made by the Administrator, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of Shares of Common Stock subject to an award.

(b)    Dissolution or Liquidation. In the event of the dissolution or liquidation of the Company, each Option and Stock Purchase Right will terminate immediately prior to the consummation of such action, unless otherwise determined by the Administrator.

(c)    Corporate Transaction. In the event of a Corporate Transaction (including without limitation a Change of Control), each outstanding Option or Stock Purchase Right shall be assumed or an equivalent option or right shall be substituted by such successor corporation or a parent or subsidiary of such successor corporation (the “Successor Corporation”), unless the Successor Corporation does not agree to assume the award or to substitute an equivalent option or right, in which case such Option or Stock Purchase Right shall terminate upon the consummation of the transaction.

(d)    Certain Distributions. In the event of any distribution to the Company’s stockholders of securities of any other entity or other assets (other than dividends payable in cash or stock of the Company) without receipt of consideration by the Company, the Administrator may, in its discretion, appropriately adjust the price per Share of Common Stock covered by each outstanding Option or Stock Purchase Right to reflect the effect of such distribution.

15.    Time of Granting Options and Stock Purchase Rights. The date of grant of an Option or Stock Purchase Right shall, for all purposes, be the date on which the Administrator makes the determination granting such Option or Stock Purchase Right, or such other date as is determined by the Administrator, provided that in the case of any Incentive Stock Option, the grant date shall be the later of the date on which the Administrator makes the determination granting such Incentive Stock Option or the date of commencement of the Optionee’s employment relationship with the Company. Notice of the determination shall be given to each

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Employee or Consultant to whom an Option or Stock Purchase Right is so granted within a reasonable time after the date of such grant.

16.    Amendment and Termination of the Plan.

(a)    Authority to Amend or Terminate. The Board may at any time amend, alter, suspend or discontinue the Plan, but no amendment, alteration, suspension or discontinuation (other than an adjustment pursuant to Section 14 above) shall be made that would materially and adversely affect the rights of any Optionee or holder of Stock Purchase Rights under any outstanding grant, without his or her consent. In addition, to the extent necessary and desirable to comply with the Applicable Laws, the Company shall obtain stockholder approval of any Plan amendment in such a manner and to such a degree as required.

(b)    Effect of Amendment or Termination. Except as to amendments which the Administrator has the authority under the Plan to make unilaterally, no amendment or termination of the Plan shall materially and adversely affect Options or Stock Purchase Rights already granted, unless mutually agreed otherwise between the Optionee or holder of the Stock Purchase Rights and the Administrator, which agreement must be in writing and signed by the Optionee or holder and the Company.

17.    Conditions Upon Issuance of Shares. Notwithstanding any other provision of the Plan or any agreement entered into by the Company pursuant to the Plan, the Company shall not be obligated, and shall have no liability for failure, to issue or deliver any Shares under the Plan unless such issuance or delivery would comply with the Applicable Laws, with such compliance determined by the Company in consultation with its legal counsel. As a condition to the exercise of an Option or Stock Purchase Right, the Company may require the person exercising the award to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required by law. Shares issued upon exercise of awards granted prior to the date on which the Common Stock becomes a Listed Security shall be subject to a right of first refusal in favor of the Company pursuant to which the Participant will be required to offer Shares to the Company before selling or transferring them to any third party on such terms and subject to such conditions as is reflected in the applicable Option Agreement or Restricted Stock Purchase Agreement.

18.    Reservation of Shares. The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan.

19.    Agreements. Options and Stock Purchase Rights shall be evidenced by Option Agreements and Restricted Stock Purchase Agreements, respectively, in such form(s) as the Administrator shall from time to time approve.

20.    Stockholder Approval. If required by the Applicable Laws, continuance of the Plan shall be subject to approval by the stockholders of the Company within twelve (12) months

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before or after the date the Plan is adopted. Such stockholder approval shall be obtained in the manner and to the degree required under the Applicable Laws.

21.    Information and Documents to Optionees and Purchasers. Prior to the date, if any, upon which the Common Stock becomes a Listed Security and if required by the Applicable Laws, the Company shall provide financial statements at least annually to each Optionee and to each individual who acquired Shares pursuant to the Plan, during the period such Optionee or purchaser has one or more Options or Stock Purchase Rights outstanding, and in the case of an individual who acquired Shares pursuant to the Plan, during the period such individual owns such Shares. The Company shall not be required to provide such information if the issuance of Options or Stock Purchase Rights under the Plan is limited to key employees whose duties in connection with the Company assure their access to equivalent information.

22.    Drag Along Agreement. As a precondition to any Participant receiving any

Shares under this Plan upon the exercise of an Option or Stock Purchase Rights, following which such Participant would hold Shares representing one percent (1%) or more of the Company’s then outstanding capital stock (treating for this purpose all shares of Common Stock issuable upon exercise or conversion of all then outstanding options, warrants or convertible securities (whether or not then exercisable or convertible) as outstanding) such Participant shall be required to execute an adoption agreement, in form and substance as provided by the Company, whereby such Participant shall become party to, and be bound by the obligations of, the Voting Agreement by and among the Company and certain of its stockholders, dated April 23, 2013, as may be amended from time to time, as a “Key Holder” and “Stockholder” thereunder.

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EX-10.4

Exhibit 10.4

GUARDANT HEALTH, INC.

2012 STOCK PLAN

NOTICE OF STOCK OPTION GRANT

«Optionee»

You have been granted an option to purchase Common Stock of Guardant Health, Inc. (the “Company”) as follows:

Board Approval Date: «BoardApprovalDate»

Date of Grant (Later of Board

Approval Date or Commencement

of Employment/Consulting): «GrantDate»

Exercise Price per Share: $«ExercisePrice»

Total Number of Shares Granted: «NoofShares»

Total Exercise Price: $«TotalExercisePrice»

Type of Option: «TypeofOption»

Expiration Date: «ExpirDate»

Vesting Commencement Date: «VestingCommencementDate»

Vesting/Exercise Schedule: So long as your employment or consulting relationship with the Company continues, the Shares underlying this Option shall vest and become exercisable in accordance with the following schedule: ___ of the total number of Shares subject to the Option shall vest and become exercisable on the ________ month anniversary of the Vesting Commencement Date and ____ of the total number of Shares subject to the Option shall vest and become exercisableon the same day ofeach month thereafter.

Termination Period: This Option may be exercised for 90 days after termination of employment or consulting relationship except as set out in Section 5 of the Stock Option Agreement (but in no event later than the Expiration Date). Optionee is responsible for keeping track of these exercise periods following termination for any reason

of his or her service relationship with the Company. The Company will not provide further notice of such periods.

Transferability: This Option may not be transferred.

By your signature and the signature of the Company’s representative below, you and the Company agree that this option is granted under and governed by the terms and conditions of the Guardant Health, Inc.2012 Stock Plan and the Stock Option Agreement, both of which are attached and made a part of this document.

In addition, you agree and acknowledge that your rights to any Shares underlying the Option will be earned only as you provide services to the Company over time, that the grant of the Option is not as consideration for services you rendered to the Company prior to your Vesting Commencement Date, and that nothing in this Notice or the attached documents confers upon you any right to continue your employment or consulting relationship with the Company for any period of time, nor does it interfere in any way with your right or the Company’s right to terminate that relationship at any time, for any reason, with or without cause.

	Guardant Health, Inc.
	By:
«Optionee»
	Name:
	Title:

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GUARDANT HEALTH, INC.

2012 STOCK PLAN

STOCK OPTION AGREEMENT

1.    Grant of Option. Guardant Health, Inc., a Delaware corporation (the “Company”), hereby grants to «Optionee»(“Optionee”), an option (the “Option”) to purchase the total number of shares of Common Stock (the “Shares”) set forth in the Notice of Stock Option Grant (the “Notice”), at the exercise price per Share set forth in the Notice (the “Exercise Price”) subject to the terms, definitions and provisions of the Guardant Health, Inc. 2012 Stock Plan (the “Plan”) adopted by the Company, which is incorporated in this Agreement by reference. Unless otherwise defined in this Agreement, the terms used in this Agreement shall have the meanings defined in the Plan.

2.    Designation of Option. This Option is intended to be an Incentive Stock Option as defined in Section 422 of the Code only to the extent so designated in the Notice, and to the extent it is not so designated or to the extent the Option does not qualify as an Incentive Stock Option, it is intended to be a Nonstatutory Stock Option.

Notwithstanding the above, if designated as an Incentive Stock Option, in the event that the Shares subject to this Option (and all other Incentive Stock Options granted to Optionee by the Company or any Parent or Subsidiary, including under other plans of the Company) that first become exercisable in any calendar year have an aggregate fair market value (determined for each Share as of the date of grant of the option covering such Share) in excess of $100,000, the Shares in excess of $100,000 shall be treated as subject to a Nonstatutory Stock Option, in accordance with Section 5(c) of the Plan.

3.    Exercise of Option. This Option shall be exercisable during its term in accordance with the Vesting/Exercise Schedule set out in the Notice and with the provisions of Section 10 of the Plan as follows:

(a)    Right to Exercise.

(i)    This Option may not be exercised for a fraction of a share.

(ii)    In the event of Optionee’s death, disability or other termination of employment, the exercisability of the Option is governed by Section 5 below, subject to the limitations contained in this Section 3.

(iii)    In no event may this Option be exercised after the Expiration Date of the Option as set forth in the Notice.

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(b)    Method of Exercise.

(i)    This Option shall be exercisable by execution and delivery of the Exercise Notice and Restricted Stock Purchase Agreement attached hereto as Exhibit A (the “Exercise Agreement”) or of any other form of written notice approved for such purpose by the Company which shall state Optionee’s election to exercise the Option, the number of Shares in respect of which the Option is being exercised, and such other representations and agreements as to the holder’s investment intent with respect to such Shares as may be required by the Company pursuant to the provisions of the Plan. Such written notice shall be signed by Optionee and shall be delivered to the Company by such means as are determined by the Plan Administrator in its discretion to constitute adequate delivery. The written notice shall be accompanied by payment of the Exercise Price. This Option shall be deemed to be exercised upon receipt by the Company of such written notice accompanied by the Exercise Price.

(ii)    As a condition to the exercise of this Option and as further set forth in Section 12 of the Plan, Optionee agrees to make adequate provision for federal, state or other tax withholding obligations, if any, which arise upon the vesting or exercise of the Option, or disposition of Shares, whether by withholding, direct payment to the Company, or otherwise.

(iii)    The Company is not obligated, and will have no liability for failure, to issue or deliver any Shares upon exercise of the Option unless such issuance or delivery would comply with the Applicable Laws, with such compliance determined by the Company in consultation with its legal counsel. This Option may not be exercised until such time as the Plan has been approved by the stockholders of the Company, or if the issuance of such Shares upon such exercise or the method of payment of consideration for such shares would constitute a violation of any applicable federal or state securities or other law or regulation, including any rule under Part 221 of Title 12 of the Code of Federal Regulations as promulgated by the Federal Reserve Board. As a condition to the exercise of this Option, the Company may require Optionee to make any representation and warranty to the Company as may be required by the Applicable Laws. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to Optionee on the date on which the Option is exercised with respect to such Shares.

4.    Method of Payment. Payment of the Exercise Price shall be by any of the following, or a combination of the following, at the election of Optionee:

(a)    cash or check;

(b)    cancellation of indebtedness;

(c)    prior to the date, if any, upon which the Common Stock becomes a Listed Security, by surrender of other shares of Common Stock of the Company that have an aggregate Fair Market Value on the date of surrender equal to the Exercise Price of the Shares as to which the Option is being exercised. In the case of shares acquired directly or indirectly from the Company, such shares must have been owned by Optionee for more than six (6) months on the date of surrender (or such other period of time as is necessary to avoid the Company’s incurring adverse accounting charges); or

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(d)    following the date, if any, upon which the Common Stock is a Listed Security, and if the Company is at such time permitting “same day sale” cashless brokered exercises, delivery of a properly executed exercise notice together with irrevocable instructions to a broker participating in such cashless brokered exercise program to deliver promptly to the Company the amount required to pay the exercise price (and applicable withholding taxes).

5.    Termination of Relationship. Following the date of termination of Optionee’s Continuous Service Status for any reason (the “Termination Date”), Optionee may exercise the Option only as set forth in the Notice and this Section 5. To the extent that Optionee is not entitled to exercise this Option as of the Termination Date, or if Optionee does not exercise this Option within the Termination Period set forth in the Notice or the termination periods set forth below, the Option shall terminate in its entirety. In no event, may any Option be exercised after the Expiration Date of the Option as set forth inthe Notice.

(a)    Termination. In the event of termination of Optionee’s Continuous Service Status other than as a result of Optionee’s disability or death or for Cause (as defined in the Plan), Optionee may, to the extent Optionee is vested in the Option Shares at the date of such termination (the “Termination Date”), exercise this Option during the Termination Period set forth in the Notice.

(b)    Other Terminations. In connection with any termination other than a termination covered by Section 5(a), Optionee may exercise the Option only as described below:

(i)    Termination upon Disability of Optionee. In the event of termination of Optionee’s Continuous Service Status as a result of Optionee’s disability, Optionee may, but only within sixmonths from the Termination Date, exercise this Option to the extent Optionee was vested in the Option Shares as of such Termination Date.

(ii)    Death of Optionee. Inthe event of the death of Optionee (a) during the term of this Option and while an Employee or Consultant of the Company and having been in Continuous Service Status since the date of grant of the Option, or (b) within thirty (30) days after Optionee’s Termination Date, the Option may be exercised at any time within twelve months following the date of death by Optionee’s estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent Optionee was vested in the Option as of the Termination Date.

6.    Non-Transferability of Option. This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of Optionee only by him or her. The terms of this Option shall be binding upon the executors, administrators, heirs, successors and assigns of Optionee.

7.    Tax Consequences. Below is a brief summary as of the date of this Option of certain of the federal tax consequences of exercise of this Option and disposition of the Shares under the laws in effect as of the Date of Grant. THIS SUMMARY IS INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.

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(a)    Incentive Stock Option.

(i)    Tax Treatment upon Exercise and Sale of Shares. If this Option qualifies as an Incentive Stock Option, there will be no regular federal income tax liability upon the exercise of the Option, although the excess, if any, of the fair market value of the Shares on the date of exercise over the Exercise Price will be treated as an adjustment to the alternative minimum tax for federal tax purposes and may subject Optionee to the alternative minimum tax in the year of exercise. If Shares issued upon exercise of an Incentive Stock Option are held for at least one year after exercise and are disposed of at least two years after the Option grant date, any gain realized on disposition of the Shares will also be treated as long-term capital gain for federal income tax purposes. If Shares issued upon exercise of an Incentive Stock Option are disposed of within such one-year period or within two years after the Option grant date, any gain realized on such disposition will be treated as compensation income (taxable at ordinary income rates) to the extent of the difference between the Exercise Price and the lesser of (i) the fair market value of the Shares on the date of exercise, or (ii) the sale price of the Shares.

(ii)    Notice of Disqualifying Dispositions. With respect to any Shares issued upon exercise of an Incentive Stock Option, if Optionee sells or otherwise disposes of such Shares on or before the later of (i) the date two years after the Option grant date, or (ii) the date one year after the date of exercise, Optionee shall immediately notify the Company in writing of such disposition. Optionee acknowledges and agrees that he or she may be subject to income tax withholding by the Company on the compensation income recognized by Optionee from the early disposition by payment in cash or out of the current earnings paid to Optionee.

(b)    Nonstatutory Stock Option. If this Option does not qualify as an Incentive Stock Option, there may be a regular federal (and state) income tax liability upon the exercise of the Option. Optionee will be treated as having received compensation income (taxable at ordinary income tax rates) equal to the excess, if any, of the fair market value of the Shares on the date of exercise over the Exercise Price. If Optionee is an Employee, the Company will be required to withhold from Optionee’s compensation or collect from Optionee and pay to the applicable taxing authorities an amount equal to a percentage of this compensation income at the time of exercise. If Shares issued upon exercise of a Nonstatutory Stock Option are held for at least one year, any gain realized on disposition of the Shares will be treated as long-term capital gain for federal income tax purposes.

8.    Lock-Up Agreement. In connection with the initial public offering of the Company’s securities and upon request of the Company or the underwriters managing any underwritten offering of the Company’s securities, Optionee hereby agrees not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities of the Company however and whenever acquired (other than those included in the registration) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed 180 days, subject to such extension or extensions as may be required by the underwriters in order to publish research reports while complying with the Rule 2711 of the National Association of Securities Dealers, Inc.) from the effective date of such registration as may be requested by the

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Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the public offering.

9.    Effect of Agreement. Optionee acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof (and has had an opportunity to consult counsel regarding the Option terms), and hereby accepts this Option and agrees to be bound by its contractual terms as set forth herein and in the Plan. Optionee hereby agrees to accept as binding, conclusive and final all decisions and interpretations of the Plan Administrator regarding any questions relating to the Option. In the event of a conflict between the terms and provisions of the Plan and the terms and provisions of the Notice and this Agreement, the Plan terms and provisions shall prevail. The Option, including the Plan, constitutes the entire agreement between Optionee and the Company on the subject matter hereof and supersedes all proposals, written or oral, and all other communications between the parties relating to such subject matter.

[Signature Page Follows]

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This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one document.

«Optionee»	Guardant Health, Inc.
	By:
	Name:
Dated:	Title:

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EXHIBIT A

GUARDANT HEALTH, INC.

2012 STOCK PLAN

EXERCISE NOTICE AND RESTRICTED STOCK PURCHASE AGREEMENT

This Agreement (“Agreement”) is made as of _______________, by and between Guardant Health, Inc., a Delaware corporation (the “Company”), and «Optionee»(“Purchaser”). To the extent any capitalized terms used in this Agreement are not defined, they shall have the meaning ascribed to them in the 2012 Stock Plan.

1.    Exercise of Option. Subject to the terms and conditions hereof, Purchaser hereby elects to exercise his or her option to purchase _________ shares of the Common Stock (the “Shares”) of the Company under and pursuant to the Company’s 2012 Stock Plan (the “Plan”) and the Stock Option Agreement granted «GrantDate» (the “Option Agreement”). The purchase price for the Shares shall be $«ExercisePrice» per Share for a total purchase price of $__________. The term “Shares” refers to the purchased Shares and all securities received in replacement of the Shares or as stock dividends or splits, all securities received in replacement of the Shares in a recapitalization, merger, reorganization, exchange or the like, and all new, substituted or additional securities or other properties to which Purchaser is entitled by reason of Purchaser’s ownership of the Shares.

2.    Time and Place of Exercise. The purchase and sale of the Shares under this Agreement shall occur at the principal office of the Company simultaneously with the execution and delivery of this Agreement in accordance with the provisions of Section 3(b) of the Option Agreement. On such date, the Company will deliver to Purchaser a certificate representing the Shares to be purchased by Purchaser (which shall be issued in Purchaser’s name) against payment of the exercise price therefor by Purchaser by any method listed in Section 4 of the Option Agreement.

3.    Limitations on Transfer. In addition to any other limitation on transfer created by applicable securities laws, Purchaser shall not assign, encumber or dispose of any interest in the Shares except in compliance with the provisions below and applicable securities laws.

(a)    Right of First Refusal. Before any Shares held by Purchaser or any transferee of Purchaser (either being sometimes referred to herein as the “Holder”) may be sold or otherwise transferred (including transfer by gift or operation of law), the Company or its assignee(s) shall have a right of first refusal to purchase the Shares on the terms and conditions set forth in this Section 3(a) (the “Right of First Refusal”).

(i)    Notice of Proposed Transfer. The Holder of the Shares shall deliver to the Company a written notice (the “Notice”) stating: (i) the Holder’s bona fide intention to sell or otherwise transfer such Shares; (ii) the name of each proposed purchaser

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or other transferee (“Proposed Transferee”); (iii) the number of Shares to be transferred to each Proposed Transferee; and (iv) the terms and conditions of each proposed sale or transfer. The Holder shall offer the Shares at the same price (the “Offered Price”) and upon the same terms (or terms as similar as reasonably possible) to the Company or its assignee(s).

(ii)    Exercise of Right of First Refusal. At any time within thirty (30) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (iii) below.

(iii)    Purchase Price. The purchase price (“Purchase Price”) for the Shares purchased by the Company or its assignee(s) under this Section 3(a) shall be the Offered Price. If the Offered Price includes consideration other than cash, the cash equivalent value of the non‑cash consideration shall be determined by the Board of Directors of the Company in good faith.

(iv)    Payment. Payment of the Purchase Price shall be made, at the option of the Company or its assignee(s), in cash (by check), by cancellation of all or a portion of any outstanding indebtedness, or by any combination thereof within 30 days after receipt of the Notice or in the manner and at the times set forth in the Notice.

(v)    Holder’s Right to Transfer. If all of the Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section 3(a), then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price, provided that such sale or other transfer is consummated within 60 days after the date of the Notice and provided further that any such sale or other transfer is effected in accordance with any applicable securities laws and the Proposed Transferee agrees in writing that the provisions of this Section 3 shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, or if the Holder proposes to change the price or other terms to make them more favorable to the Proposed Transferee, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.

(vi)    Exception for Certain Family Transfers. Anything to the contrary contained in this Section 3(a) notwithstanding, the transfer of any or all of the Shares during Purchaser’s lifetime or on Purchaser’s death by will or intestacy to Purchaser’s Immediate Family or a trust for the benefit of Purchaser’s Immediate Family shall be exempt from the provisions of this Section 3(a). “Immediate Family” as used herein shall mean spouse, lineal descendant or antecedent, father, mother, brother or sister. In such case, the transferee or other recipient shall receive and hold the Shares so transferred subject to the provisions of this Section, and there shall be no further transfer of such Shares except in accordance with the terms of this Section 3.

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(b)    Involuntary Transfer.

(i)    Company’s Right to Purchase upon Involuntary Transfer. In the event, at any time after the date of this Agreement, of any transfer by operation of law or other involuntary transfer (including death or divorce, but excluding a transfer to Immediate Family as set forth in Section 3(a)(vi) above) of all or a portion of the Shares by the record holder thereof, the Company shall have an option to purchase all of the Shares transferred at the greater of the purchase price paid by Purchaser pursuant to this Agreement or the Fair Market Value of the Shares on the date of transfer. Upon such a transfer, the person acquiring the Shares shall promptly notify the Secretary of the Company of such transfer. The right to purchase such Shares shall be provided to the Company for a period of thirty (30) days following receipt by the Company of written notice by the person acquiring the Shares.

(ii)    Price for Involuntary Transfer. With respect to any stock to be transferred pursuant to Section 3(b)(i), the price per Share shall be a price set by the Board of Directors of the Company that will reflect the current value of the stock in terms of present earnings and future prospects of the Company. The Company shall notify Purchaser or his or her executor of the price so determined within thirty (30) days after receipt by it of written notice of the transfer or proposed transfer of Shares. However, if the Purchaser does not agree with the valuation as determined by the Board of Directors of the Company, the Purchaser shall be entitled to have the valuation determined by an independent appraiser to be mutually agreed upon by the Company and the Purchaser and whose fees shall be borne equally by the Company and the Purchaser.

(c)    Assignment. The right of the Company to purchase any part of the Shares may be assigned in whole or in part to any stockholder or stockholders of the Company or other persons or organizations.

(d)    Restrictions Binding on Transferees. All transferees of Shares or any interest therein will receive and hold such Shares or interest subject to the provisions of this Agreement. Any sale or transfer of the Company’s Shares shall be void unless the provisions of this Agreement are satisfied.

(e)    Termination of Rights. The right of first refusal granted the Company by Section 3(a) above and the option to repurchase the Shares in the event of an involuntary transfer granted the Company by Section 3(b) above shall terminate upon the first sale of Common Stock of the Company to the general public pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). Upon termination of the right of first refusal described in Section 3(a) above, a new certificate or certificates representing the Shares not repurchased shall be issued, on request, without the legend referred to in Section 5(a)(ii) herein and delivered to Purchaser.

4.    Investment and Taxation Representations. In connection with the purchase of the Shares, Purchaser represents to the Company the following:

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(a)    Purchaser is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Shares. Purchaser is purchasing these securities for investment for his or her own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act or under any applicable provision of state law. Purchaser does not have any present intention to transfer the Shares to any person or entity.

(b)    Purchaser understands that the Shares have not been registered under the Securities Act by reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Purchaser’s investment intent as expressed herein.

(c)    Purchaser further acknowledges and understands that the securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Purchaser further acknowledges and understands that the Company is under no obligation to register the securities. Purchaser understands that the certificate(s) evidencing the securities will be imprinted with a legend which prohibits the transfer of the securities unless they are registered or such registration is not required in the opinion of counsel for the Company.

(d)    Purchaser is familiar with the provisions of Rules 144 and 701, each promulgated under the Securities Act, which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer of the securities (or from an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions. Purchaser understands that the Company provides no assurances as to whether he or she will be able to resell any or all of the Shares pursuant to Rule 144 or Rule 701, which rules require, among other things, that the Company be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, that resales of securities take place only after the holder of the Shares has held the Shares for certain specified time periods, and under certain circumstances, that resales of securities be limited in volume and take place only pursuant to brokered transactions. Notwithstanding this paragraph (d), Purchaser acknowledges and agrees to the restrictions set forth in paragraph (e) below.

(e)    Purchaser further understands that in the event all of the applicable requirements of Rule 144 or 701 are not satisfied, registration under the Securities Act, compliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding the fact that Rules 144 and 701 are not exclusive, the Staff of the Securities and Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rule 144 or 701 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk.

(f)    Purchaser understands that Purchaser may suffer adverse tax consequences as a result of Purchaser’s purchase or disposition of the Shares. Purchaser represents that Purchaser has consulted any tax consultants Purchaser deems advisable in

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connection with the purchase or disposition of the Shares and that Purchaser is not relying on the Company for any tax advice.

5.    Restrictive Legends and Stop-Transfer Orders.

(a)    Legends. The certificate or certificates representing the Shares shall bear the following legends (as well as any legends required by applicable state and federal corporate and securities laws):

(i) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.

(ii) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.

(b)    Stop-Transfer Notices. Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

(c)    Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred.

6.    No Employment Rights. Nothing in this Agreement shall affect in any manner whatsoever the right or power of the Company, or a parent or subsidiary of the Company, to terminate Purchaser’s employment or consulting relationship, for any reason, with or without cause.

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7.    Lock-Up Agreement. In connection with the initial public offering of the Company’s securities and upon request of the Company or the underwriters managing any underwritten offering of the Company’s securities, Purchaser agrees not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities of the Company however or whenever acquired (other than those included in the registration) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed 180 days) from the effective date of such registration as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the public offering.

8.    Miscellaneous.

(a)    Governing Law. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of law.

(b)    Entire Agreement; Enforcement of Rights. This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter herein and merges all prior discussions between them. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the parties to this Agreement. The failure by either party to enforce any rights under this Agreement shall not be construed as a waiver of any rights of such party.

(c)    Severability. If one or more provisions of this Agreement are held to beunenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.

(d)    Construction. This Agreement is the result of negotiations between and has been reviewed by each of the parties hereto and their respective counsel, if any; accordingly, this Agreement shall be deemed to be the product of all of the parties hereto, and no ambiguity shall be construed in favor of or against any one of the parties hereto.

(e)    Notices. Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient when delivered personally or sent by telegram or fax or forty-eight (48) hours after being deposited in the U.S. mail, as certified or registered mail, with postage prepaid, and addressed to the party to be notified at such party’s address as set forth below or as subsequently modified by written notice.

(f)    Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

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(g)    Successors and Assigns. The rights and benefits of this Agreement shall inure to the benefit of, and be enforceable by the Company’s successors and assigns. The rights and obligations of Purchaser under this Agreement may only be assigned with the prior written consent of the Company.

(h)California Corporate Securities Law. THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO THE QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON THE QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.

[Signature Page Follows]

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The parties have executed this Exercise Notice and Restricted Stock Purchase Agreement as of the date first set forth above.

COMPANY:

Guardant Health, Inc.

By:

Name:

Title:

PURCHASER:

«Optionee»

(Signature)

Address:

I, ______________________, spouse of «Optionee», have read and hereby approve the foregoing Agreement. In consideration of the Company’s granting my spouse the right to purchase the Shares as set forth in the Agreement, I hereby agree to be irrevocably bound by the Agreement and further agree that any community property or other such interest shall hereby be similarly bound by the Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise of any rights under the Agreement.

Spouse of«Optionee»

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RECEIPT

The undersigned hereby acknowledges receipt of Certificate No. _____ for __________ shares of Common Stock of Guardant Health, Inc.

Dated:
	«Optionee»

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RECEIPT

Guardant Health, Inc. (the “Company”) hereby acknowledges receipt of (check as applicable):

______ A check in the amount of $____________

______ The cancellation of indebtedness in the amount of $____________

______ Certificate No. _____ representing __________ shares of the Company’s Common Stock with a fair market value of $___________

given by «Optionee» as consideration for Certificate No. _____ for _________ shares of Common Stock of the Company.

Dated:	Guardant Health, Inc.
	By:
	Name:
	(print)
	Title:

EX-10.5

Exhibit 10.5

[***] 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.

DATED

May 9, 2017

JOINT VENTURE AGREEMENT

between

SOFTBANK GROUP CAPITAL LIMITED.

and

GUARDANT HEALTH, INC.

CONTENTS

Clause		Page
1.	INTERPRETATION	1
2.	BUSINESS OF THE JV	8
3.	FORMING THE JV	9
4.	CONDITIONS	9
5.	CLOSING	10
6.	GOVERNANCE OF THE JV	11
7.	FINANCE FOR THE JV	13
8.	BUSINESS PLAN	14
9.	CERTAIN COVENANTS	15
10.	DIVIDEND POLICY	18
11.	DEADLOCK	19
12.	TRANSFER OF SHARES	20
13.	SHAREHOLDER INSOLVENCY	21
14.	VALUATION	22
15.	PUT / CALL RIGHTS	27
16.	TERMINATION	32
17.	STATUS OF AGREEMENT	33
18.	CONFIDENTIALITY	33
19.	ANNOUNCEMENTS	35
20.	MISCELLANEOUS	35
SCHEDULE A		41
	MATTERS RESERVED FOR SHAREHOLDER APPROVAL
SCHEDULE B		42
	TESTS

[***] 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.

THIS JOINT VENTURE AGREEMENT is dated May 9, 2017.

PARTIES

(1) SoftBank Group Capital Limited, a company organized under the laws of the United Kingdom, having a mailing address of 1 Circle Star Way, San Carlos, CA 94070, United States (“SoftBank”); and

(2) Guardant Health, Inc., incorporated in the State of Delaware, United States, whose principal place of business is at 505 Penobscot Drive, Redwood City, California 94063 (“Guardant”),

each of which is a “party”, and together the “parties”.

BACKGROUND

(A) SoftBank and Guardant have agreed to form and jointly own a new private international limited liability company (“JV”).

(B) The JV will carry on business on the terms and conditions of this agreement.

(C) SoftBank and Guardant will exercise their rights in relation to the JV in accordance with the terms and conditions of this agreement.

AGREED TERMS

1. INTERPRETATION

1.1 The following definitions apply in this agreement.

“Affiliate” means any corporation, partnership or other business entity that, directly or indirectly, is controlled by, controls, or is under common control with a party or other entity. For purposes of this definition, the word “control” (including, with correlative meaning, the terms “controlled by” or “under common control with”) means the actual power, either directly or indirectly through one or more intermediaries, to direct or cause the direction of the management and policies of such entity, whether by the ownership of at least fifty percent (50%) of the voting stock of such entity, or by contract or otherwise. Notwithstanding the foregoing, the JV shall not be considered an Affiliate of either party for purposes of this agreement.

“Aggregate Purchase Price” means the Purchase Price or the Original Purchase Price, as applicable, multiplied by the number of Shares sold pursuant to the Put Right or Call Right, as applicable.

“Ancillary Agreements” means (a) the License Agreement, (b) the Distribution Agreement, (c) the Assignment Agreement, (d) the Services Agreement (to the extent the parties agree prior to Closing that a Services Agreement is needed), and (e) the Supply Agreement (to the extent the parties agree prior to Closing that a Supply Agreement is needed).

“Announcement” has the meaning given in clause 19.1.

“Anticorruption Law” means laws, regulations, directives and statutes, in each case, relating to anti-bribery or anticorruption, which apply to the business and dealings of the JV, including laws that prohibit the corrupt payment, offer, promise, or authorization of the payment or transfer of

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anything of value (including gifts or entertainment), directly or indirectly, to any government official to obtain a business advantage; such as, without limitation, the U.S. Foreign Corrupt Practices Act of 1977, as amended from time to time, the UK Bribery of 2010, as amended and all national and international laws enacted to implement the OECD Convention on Combating Bribery of Foreign Officials in International Business Transactions.

“Assigned Local Distribution Contracts” means those certain distribution contracts relating solely to the Business in the Territory as set forth on Exhibit A of the Assignment Agreement.

“Assignment Agreement” means that certain agreement relating to the transfer, on or before January 1, 2018, of the Assigned Local Distribution Contracts by Guardant to the JV, as agreed between the parties.

“Board” meansthe board of directors of the JV as constituted from time to time.

“Business” has the meaning given in clause 2.1.

“Business Day” meansa calendar day (other than a Saturday or Sunday) when banks in San Francisco, California are open for business.

“Business Plan” has the meaning given in clause 8.1.

“Call Closing Date” has the meaning given in clause 15.2(b)(i).

“Call Exercise Notice” has the meaning given in clause 15.2(b)(i).

“Call Exercise Notice Date” has the meaning given in clause 15.2(b)(i).

“Call Right” has the meaning given in clause 15.2(a).

“Call Shares” has the meaning given in clause 15.2(b)(i).

“Ceiling” has the meaning in clause 15.1(b)(ii).

“Change of Control Trigger” means(i) any sale, lease or other disposition of all or substantially all of the assets of Guardant; or (ii) any merger, recapitalization, amalgamation, spin-off, spin-out, consolidation, or similar transaction involving a Change of Control of Guardant.

“Closing” means the completion of the formation of the JV and related transactions in accordance with clause 5.

“Closing Date” has the meaning given in clause 5.1.

“Code” means the United States Internal Revenue Code of 1986, as amended.

“Conditions” mean the conditions set out in clause 4.

“Confidential Information” has the meaning given in clause 18.1.

“Change of Control,” with respect to a party, shall be deemed to have occurred if any of the following occurs after the Effective Date:

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(a) the closing of the sale, transfer, or other disposition, in a single transaction or series of related transactions, of all or substantially all of a party’s assets;

(b) the consummation of the merger or consolidation of such party with or into another entity (except a merger or consolidation in which the holders of capital stock of such party immediately prior to such merger or consolidation continue to hold at least 50% of the voting power of the capital stock of such party or the surviving or acquiring entity);

(c) the closing of the transfer (whether by merger, consolidation or otherwise), in one transaction or a series of related transactions, to a person or group of affiliated persons (other than an underwriter of such party’s securities), of such party’s securities if, after such closing, such person or group of affiliated persons would hold 50% or more of the outstanding voting stock of such party (or the surviving or acquiring entity); or

(d) a liquidation, dissolution or winding up of such party; provided, however, that a transaction shall not constitute a Change of Control if its sole purpose is to change the state of such party’s incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held such party’s securities immediately prior to such transaction.

“Corrupt Acts” has the meaning given in clause 9.1(c)(i).

“Deadlock Matter” has the meaning given in clause 11.1.

“Deadlock Trigger” means the existence of a Deadlock Matter which cannot be settled in accordance with clause 11.1.

“Direct License” has the meaning given in clause 2.2(a).

“Disinterested Directors” has the meaning given in clause 6.8.

“Distribution Agreement” means that certain distribution agreement between Guardant (or a Guardant Affiliate or designee) and the JV under which the JV will market, sell and distribute the Tests and Testing Services (including through third party sub-distributors) in the Distribution Territory in accordance with the Distribution Model. Under the Distribution Agreement, the JV will be the exclusive distributor of the Tests and Testing Services in the Territory, subject to the Assigned Local Distribution Contracts.

“Distribution Model” means the business model whereby the Tests are marketed and sold by the JV or a third party distributor in any particular country, and the Testing Services are performed by or on behalf of Guardant or its Affiliates outside of such country on Samples obtained by the JV (or a third party sub-distributor) in such country.

“Distribution Territory” means all countries in the Territory where the Distribution Model applies, in accordance with clause 2.2.

“Effective Date” means the date of the Second Tranche Closing, as defined the Series E Stock Purchase Agreement.

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“Encumbrance” means any mortgage, charge, pledge, lien, assignment, hypothecation, security interest, title retention or any other security agreement or arrangement, or right to acquire any of the foregoing interests.

“Fair Value” has the meaning given in clause 14.1.

“Final Fair Value Notices”has the meaning given in clause 14.1.

“Financial Year” in relation to the JV, means its financial accounting period of twelve (12) months ending on March 31 or such shorter period commencing on the date of incorporation of the JV and ending on the immediately succeeding March 31st thereafter.

“Financing Agreements” mean and include that certain (a) Series E Stock Purchase Agreement and (b) each of the following to be executed and delivered in connection therewith: (i) the Amended and Restated Investors’ Rights Agreement by and among Guardant and the investors listed on Schedule A thereto, (ii) the Amended and Restated Voting Agreement by and among Guardant and the holders of preferred stock listed on the schedule attached as Schedule A thereto and the holders of common stock and certain holders of options, warrants or other rights to acquire common stock listed on Schedule B thereto, and (iii) the Amended and Restated First Refusal and C-Sale Agreement by and among Guardant and the holders of capital stock listed on Exhibit A thereto.

“Fiscal Year” of the JV means the JV’s annual accounting period ending on December 31 of each year or such other date as may be required by the Code or determined by the Board.

“Guardant” has the meaning given in the Recitals.

“Guardant Director” means any director appointed to the Board by Guardant.

“Guardant Share Price” has the meaning given in clause 14.1.

“Guardant Put/Call Shares” has the meaning given in clause 15.1(c).

“Guardant Shares” has the meaning given in clause 3.2.

“Insolvency Call Notice” has the meaning given in clause 13.3.

“IPO Trigger” means the effective time of the initial public offering of Guardant.

“JV” has the meaning given in the Recitals.

“JV Change of Control” means any transaction or series of related transactions involving (A) any sale, lease or other disposition of all or substantially all of the assets of the JV; or (B) any merger, recapitalization, amalgamation, spin-off, spin-out, consolidation, or similar transaction involving a Change of Control of the JV.

“JV License” has the meaning given in clause 2.2(b).

“License Agreement” means a form license agreement, versions of which will be entered into post-Closing between Guardant and either the JV or a Licensee in accordance with clause 2.2, under which JV or a Licensee will be granted a license to use, make, have made, sell, offer for sale, market, distribute, commercialize, import, perform, display, and otherwise exploit Tests and perform the Testing Services, and under certain conditions research and develop Tests and Testing

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Services, in a particular country in the License Territory in accordance with the License Model (or grant rights to sublicensees to do the same).

“Licensee” means an Affiliate of JV or an entity designated by the JV.

“License Model” means the business model whereby either the JV or a Licensee is licensed to market and sell the Tests in any particular country, and to perform (or have performed) the Testing Services in such country, on Samples obtained in such country.

“License Territory” means all countries in the Territory where the License Model applies, in accordance with clause 2.2.

“Major Shareholder” means (a) Guardant and any Guardant Affiliate holding outstanding Shares, provided that Guardant and any such Affiliates collectively hold at least fifty percent (50%) of the Guardant Shares issued at Closing, (b) SoftBank and any SoftBank Affiliate holding outstanding Shares, provided SoftBank and any such Affiliates collectively hold at least fifty percent (50%) of the SoftBank Shares issued at Closing, and (c) any other  Shareholder holding Shares equal to at least thirty percent (30%) of the outstanding Shares.

“Material Adverse Change” means a material adverse change in the regulatory or market conditions applicable to the Business, which would be reasonably likely to have a material adverse effect on the Business taken as a whole.

“OFAC” means the U.S. Treasury Department’s Office of Foreign Assets Control.

“Option Trigger” means the earliest to occur of (a) the Time Based Trigger; (b) the IPO Trigger; (c) the Change of Control Trigger; (d) the Deadlock Trigger; or (e) the other party to this agreement commits a material or persistent breach of this agreement which, if capable of remedy, had not been so remedied within twenty (20) Business Days of the non-breaching party requiring such remedy.

“Original Purchase Price” means the original purchase price paid to the JV for the Put Shares, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to such Shares, plus any accrued interest due under clause 15, if any.

“Pro Rata Portion” means, with respect to any Shareholder, a fraction determined by dividing the number of Shares held by such Shareholder by the number of total issued and outstanding Shares of the JV, as of the date of such calculation.

“Purchase Price” has the meaning given in clause 14.1.

“Put Closing Date” has the meaning given in clause 15.1(b)(i).

“Put Exercise Notice” has the meaning given in clause 15.1(b)(i).

“Put Exercise Notice Date” has the meaning given in clause 15.1(b)(i).

“Put Right” has the meaning given in clause 15.1(a).

“Put Shares” has the meaning given in clause 15.1(b)(i).

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“Related Party” has the meaning given in clause 6.8.

“Related Party Agreement” has the meaning given in clause 6.8.

“Related Party Matter” has the meaning given in clause 6.8.

“Reserved Matters” mean the matters listed in Schedule A.

“Sample” means a blood sample taken from a human subject on which Testing Services will be performed.

“Sample Collection Kit” means the vials and reagents provided to the JV for use in collecting Samples and shipping them to the laboratory at which the Testing Services will be performed on such Sample.

“Series E Stock Purchase Agreement” means that certain Amended and Restated Series E Preferred Stock Purchase Agreement, dated May 9, 2017, by and among Guardant, SoftBank and the other investors listed on Schedule A thereto.

“Services Agreement” means that certain services agreement between Guardant and the JV under which Guardant will provide the certain support services to the JV .

“Share” means an ordinary share of the JV.

“Shareholder Insolvency Event” has the meaning given in clause 13.1.

“Shareholder Insolvency Notice” has the meaning given in clause 13.2.

“Shareholders” mean the holders of Shares in the JV.

“SoftBank” has the meaning given in the Recitals.

“SoftBank Director” meansany director appointed to the Board by SoftBank.

“SoftBank Shares” has the meaning given in clause 3.2.

“Subsidiary” in relation to a company wherever incorporated (the holding company), means any other company in which the holding company (or a person acting on its behalf) directly or indirectly holds or controls either:

(a) a majority of the voting rights exercisable at general meetings of the company; or

(b) the right to appoint or remove directors having a majority of the voting rights exercisable at meetings of the board of directors of the company,

and any company which is a Subsidiary of another company is also a Subsidiary of that company’s holding company.

Unless the context otherwise requires, the application of the definition of Subsidiary to any company at any time shall apply to that company as it is at that time.

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“Supply Agreement” means a supply agreement between Guardant and the JV under which Guardant will supply the JV with Sample Collection Kits and Test Products, as agreed between the parties.

“Tax Distribution” has the meaning given in clause 10.1.

“Territory” means worldwide, excluding the United States, Canada and Mexico and their territories and possessions, Central America, South America, all member states of the European Union as at the date of this agreement (including the United Kingdom), Iceland, Norway, Switzerland and Turkey.

“Test Product” means a kit containing reagents and any materials, information and / or equipment necessary to perform all or part of the Tests, to the extent the parties mutually agree to commercialize such a kit in the Territory as described in clause 2.3, and “Test Products” shall be construed accordingly.

“TestingServices” means the performance by or on behalf of Guardant, the JV, and their Affiliates of the Tests on Samples obtained in the Territory, pursuant to the Distribution Model or the License Model.

“Tests” means those liquid biopsy analyses performed on human Samples to detect and characterize certain genetic sequences and biomarkers associated with cancer which analyses are proprietary to Guardant and which are set forth on Schedule B, and “Test” shall be construed accordingly.

“Time Based Trigger” means the expiration of seven (7) years from the formation of the JV.

“Treasury Regulations” means the income tax regulations promulgated under the Code.

“U.S. Trade Controls” means any laws and regulations administered and maintained by the United States Government and any agency thereof pertaining to economic sanctions and export controls, including, without limitation, the U.S. Department of Commerce’s Export Administration Regulations and the various economic sanctions programs promulgated by OFAC.

“Valuer” has the meaning given in clause 14.1.

1.2 Miscellaneous. Clause, Schedule and paragraph headings do not affect the interpretation of this agreement. References to clauses and Schedules are to clauses of and Schedules to this agreement and references to paragraphs are to paragraphs of the relevant Schedule. The Schedules form part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the Schedules. A reference to this agreement or to any other agreement or document referred to in this agreement is a reference to this agreement or such other agreement or document as varied or novated in accordance with its terms from time to time. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality). Any words following the terms “including”, “include”, “in particular”, “for example” or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms. Where the context permits, “other” and “otherwise” are illustrative and shall not limit the sense of the words preceding them. References to a document in agreed form are to that document in the form agreed by the parties in writing. A reference to a law is a reference

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to it as amended, extended, replaced or re-enacted from time to time. A reference to a law shall include all subordinate legislation made from time to time under that law. Any obligation on a person not to do something includes an obligation not to allow that thing to be done. References to times of the day are, unless the context requires otherwise, to San Francisco time and references to a day are to a period of 24 hours running from midnight on the previous day.

2. BUSINESS OF THE JV

2.1 General. The business of the JV is the sale, marketing and distribution of Tests in the Territory, under either the Distribution Model or the License Model in accordance with clause 2.2, with the goal of accelerating Guardant’s international expansion with respect to such Tests (the “Business”).

2.2 Determination of Business Model. The parties agree that the Board will determine whether the Distribution Model or License Model will apply in a particular country in the Territory. If the Board determines that the License Model will apply in a particular country, the Board will also determine whether to direct that Guardant enter into, for such country, either a “Direct License” or a “JV License”, where those terms have the following meanings:

(a) “Direct License” shall mean a written license agreement in the form of the License Agreement under which Guardant will grant rights to a Licensee operating in such country allowing the Licensee to market and sell the Tests, and to perform the Testing Services in that country;

(b) “JV License” shall mean a written license agreement in the form of the License Agreement under which Guardant will grant rights to the JV, allowing the JV to sublicense such rights to a Licensee operating in such country and allowing the Licensee to market and sell the Tests, and to perform the Testing Services, in that country.

For the avoidance of doubt, the consideration received by Guardant under either a Direct License or JV License will be mutually agreed by the parties and specified in the License Agreement. Each Direct License and JV License shall be consistent with the terms set forth in the form of license agreement delivered pursuant to clause 5.3. Other than pursuant to a Direct License or JV License, as directed by the Board as described above, Guardant shall not grant any license (or option to license) with respect to Tests or Testing Services in the Territory.

2.3 Test Products. If the parties mutually agree to commercialize a Test Product in the Territory, they shall discuss in good faith any appropriate adjustments to the terms and conditions of any applicable Direct License or JV License entered into pursuant to clause 2.2 or the Distribution Agreement that are necessary to enable the JV to commercialize such Test Product, as well as any appropriate adjustments to clause 2.2 or the definitions of the License Agreement, Direct License, JV License and/or Distribution Agreement (or the definitions of terms referenced therein). Any such adjustment shall be effective only following the execution by both parties of a written amendment to one (1) or more of: this agreement, any applicable Direct License or JV License entered into pursuant to clause 2.2 or the Distribution Agreement, as applicable. For clarity, it is not anticipated that any such adjustment will involve changes to any portions of this agreement other than clause 2.2 or the definitions of Direct License, JV License, License Agreement and/or Distribution Agreement (or the definitions of terms referenced therein).

2.4 Independent Operation of the JV. Without prejudice to the rights and obligations of the Shareholders set forth in this agreement, the JV (including its Subsidiaries) shall operate as an independent entity separate and apart from the Shareholders.

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3. FORMING THE JV

3.1 Formation. At or before Closing, SoftBank and Guardant shall form the JV as a limited company in the Cayman Islands or such other jurisdiction that is mutually agreed to by Guardant and SoftBank prior to the Closing. At or before Closing, the parties shall procure that Shareholder and director meetings are held, and resolutions passed, to ensure that the JV shall have the characteristics set out in this agreement.

3.2 Share Capital. The JV shall be authorized to issue a single form of equity, which will be issued to Guardant (the “Guardant Shares”) and to SoftBank (the “SoftBank Shares”) at Closing in accordance with clause 5 below.

3.3 Name. The name of the JV shall be determined by mutual agreement of the parties reasonably prior to the formation of the JV.

3.4 Prior Business Activities. The parties shall procure that before Closing, the JV shall not carry on any trade or business or be engaged in any activities of any sort nor have any assets or liabilities.

4. CONDITIONS

4.1 Conditions to Closing. Closing is conditional on the satisfaction or waiver of the following Conditions:

(a) the Financing Agreements shall have been executed and delivered to each party thereto, and the sale and issuance of the Shares in the initial closing contemplated thereby shall have been completed;

(b) the approval of all relevant competition authorities having been obtained and no relevant competition authorities having raised any objections;

(c) all other necessary regulatory and governmental consents having been obtained;

(d) any other necessary third party consents having been obtained;

(e) no person having commenced any proceedings to prohibit or otherwise challenge the transactions contemplated by this agreement or the Ancillary Agreements;

(f) no legislation or regulation having been officially proposed or passed that would prohibit or materially restrict the implementation of this agreement or the Ancillary Agreements or the participation by either party in the JV;

(g) there not having occurred any Material Adverse Change;

(h) the delivery of the Ancillary Agreements either executed or in agreed form, as contemplated by clause 5.3; and

(i) the delivery of the Initial Business Plan, as contemplated by clause 8.2.

4.2 Reasonable Efforts. SoftBank and Guardant shall use all reasonable efforts to procure that the Conditions are satisfied as soon as practicable, and in any event no later than 6.00 pm:

(a) on August 31, 2017; or

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(b) where a later date has been agreed in writing by SoftBank and Guardant, on that date.

4.3 Waiver. A Condition may only be waived by both parties in writing.

4.4 Notification of Certain Matters. If at any time either party becomes aware of a fact or circumstance that might prevent a Condition being satisfied, it shall immediately inform the other party.

4.5 Survival. If the Conditions have not been satisfied or waived by 6.00 pm on August 31, 2017 or such later date as agreed to in writing by SoftBank and Guardant, this agreement shall cease to have effect immediately after that time on that date except for:

(a) clause 1 (interpretation);

(b) this clause (conditions);

(c) clause 18 (confidentiality);

(d) clause 20 (miscellaneous); and

(e) any rights or liabilities that have accrued under this agreement.

5. CLOSING

5.1 Closing. “Closing Date” means the earlier of (a) the date agreed in writing by the parties, and (b) September 1, 2017, but if the Conditions have not been satisfied or waived in accordance with clause 4 on or before such date, the “Closing Date” shall mean the second Business Day after they are all satisfied or waived. Closing shall take place at 9.00 am San Francisco time on the Closing Date at the offices of SoftBank or any other place agreed in writing by the parties.

5.2 Issuance of Shares. At Closing:

(a) the parties shall procure that the JV shall issue the SoftBank Shares to SoftBank and take such steps as are necessary to establish SoftBank as the legal owner of the SoftBank Shares in accordance with applicable law, such that SoftBank owns fifty percent (50%) of the equity capital of the JV;

(b) in consideration for the issuance of the SoftBank Shares, SoftBank shall pay forty-one million US Dollars (US $41 million) by wire transfer of immediately available funds to the JV;

(c) the parties shall procure that the JV shall issue the Guardant Shares to Guardant and take such steps as are necessary to establish Guardant as the legal owner of the Guardant Shares in accordance with applicable law, such that Guardant owns fifty percent (50%) of the equity capital of the JV; and

(d) in consideration for the issuance of Guardant Shares, Guardant shall pay nine million US Dollars (US $9 million) by wire transfer of immediately available funds to the JV and transfer, or procure the transfer of, the Business to the JV in accordance with the terms of the Distribution Agreement and the Assignment Agreement, and any other agreements that Guardant and SoftBank agree are necessary to provide the JV with the rights needed to operate the Business.

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5.3 Deliverables. At Closing, to the extent contemplated by the parties pursuant to the Business Plan, the parties shall procure that each of the Ancillary Agreements is either executed or in agreed form.

6. GOVERNANCE OF THE JV

6.1 General. To the extent permitted by applicable law, each Shareholder shall at all times exercise its voting rights, and each Shareholder shall cause the Director(s) appointed by such Shareholder to exercise his or her voting rights, to give effect to the terms of this clause 6.

6.2 Organization. The Board has responsibility for the supervision and management of the JV and its Business, subject to this clause 6. The Board shall, from and after the Closing, consist of four (4) directors on the Board made up of an equal number of SoftBank Directors and Guardant Directors; provided, however, that during any period in which a party experiences a Shareholder Insolvency Event, such Shareholder’s directors may be removed by the other Shareholder and replaced by individuals designated by such other Shareholder. The post of chairman shall be held in alternate years by a SoftBank Director or by a Guardant Director. The chairman shall not have a casting vote. If the chairman for the time being is unable to attend any meeting of the Board the party who appointed him shall be entitled to appoint another Director appointed by it to act as chairman at the meeting. Each of SoftBank and Guardant shall identify their respective designees of the Board prior to the Closing, and the post of chairman for the first year shall be held by a SoftBank Director.

6.3 Appointment and Removal of Directors and Officers.

(a) Directors. A party may appoint a director, and remove a director whom it appointed, by giving notice in writing to the JV and the other party. The appointment or removal takes effect on the date on which the notice is received by the JV or, if a later date is given in the notice, on that date. Each party will consult with the other prior to any appointment or removal of a director. The party removing a director shall indemnify and keep indemnified the JV against any claim connected with the director’s removal from office.

(b) Officers. The Guardant Directors shall have the right to appoint and remove a chief executive officer and a legal representative for the JV, in each case, subject to the approval of the SoftBank Directors (which shall not be unreasonably withheld). The Board shall have the right to appoint and remove all other members of the JV’s senior management reporting to the Chief Executive Officer and to approve the compensation of all of the foregoing individuals, including the compensation of the Chief Executive Officer and legal representative.

6.4 Board Meetings. The parties intend there to be a meeting of directors at least quarterly to be held at mutually agreed locations. A director may, and at the request of a director, the chairman shall, call a meeting of directors. The parties shall ensure that at least five (5) Business Days’ notice of a meeting of directors is given to all directors entitled to receive notice accompanied by:

(a) an agenda specifying in reasonable detail the matters to be raised at the meeting; and

(b) copies of any papers to be discussed at the meeting.

A shorter period of notice of a meeting of directors may be given if at least one SoftBank Director and one Guardant Director agree in writing. Matters not on the agenda, or business conducted in relation to those matters, may not be raised at a meeting of directors unless at least one SoftBank

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Director and one Guardant Director agree in writing. The quorum at any meeting of directors (including adjourned meetings) is one SoftBank Director (or his or her alternate) and one Guardant Director (or his or her alternate). No business shall be conducted at any meeting of directors unless a quorum is present at the beginning of the meeting and at the time when there is to be voting on any business. A meeting of directors shall be adjourned to another time or date at the request of all the SoftBank Directors or all the Guardant Directors present at the meeting. No business may be conducted at a meeting after such a request has been made. No more than one such adjournment may be made in respect of a meeting.

6.5 Board Vote. Meetings of directors shall make decisions by passing resolutions. A resolution is passed if:

(a) more votes are cast for it than against it; and

(b) at least one SoftBank Director and one Guardant Director have voted in favour of it.

At a meeting of directors, each director has one vote. If the parties are not represented at any meeting of the Board by an equal number of SoftBank Directors and Guardant Directors (whether present in person or, in accordance with clause 6.6, by alternate), then one of the directors so nominated by the party which is represented by fewer directors shall be entitled at that meeting to such additional vote or votes as shall result in the directors so present representing each party having, in aggregate, an equal number of votes.

6.6 Alternate Director. A SoftBank Director or a Guardant Director who is absent from a meeting may appoint any person (except an existing director representing the other party) to act as his alternate at the meeting. For the purposes of the meeting the alternate director:

(a) shall be deemed to be the SoftBank Director or Guardant Director by whom he is appointed for the purposes of such meeting and may, in particular, vote in the place of the SoftBank Director or Guardant Director; and

(b) where the person appointed as an alternate is already a director of the JV in his own right, he may vote twice, as both himself and as the SoftBank Director or Guardant Director for whom he is acting as an alternate.

6.7 Shareholder Meetings.

(a) General.

(i) The annual general meeting of Shareholders shall be convened by the Board once every year no later than three (3) months from the end of the preceding Financial Year. Any Major Shareholder may convene an extraordinary general meeting by giving the Board and the other Shareholders written notice of the proposed meeting and time thereof. Written notice of all meetings of Shareholders of the JV shall be given not less than five (5) Business Days’ notice in advance of each meeting (which notice period may be shortened by the written waiver of or actual attendance without objection by each Shareholder at such meeting). Representatives of Shareholders (or their proxies) may attend a meeting of Shareholders: (A) in person; or (B) by means of telephone or video conference or other communication device that permits all representatives participating in the meeting to hear each other or any other means unanimously approved by the Shareholders and permitted

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under applicable law, and participation in a meeting by any such means shall constitute presence in person at such meeting.

(ii) Subject to the requirements of applicable law, the quorum for any Shareholders’ meeting shall require the attendance of Shareholders holding at least a majority of the issued and outstanding Shares, which must include both SoftBank and Guardant (or their respective proxies); provided, that if a quorum is not present at the time appointed for a duly convened meeting due to the absence of SoftBank (or its proxy) or Guardant (or its proxy), such meeting shall be adjourned to the same place and time on the date which is fifteen (15) calendar days after the original meeting date (with notice to all Shareholders) and, if at such adjourned meeting on the same subject and with the same agenda, such quorum is still not present, the attendance of the other Shareholder (or their proxies), so long as they hold at least a majority of the issued and outstanding Shares, shall be deemed a quorum.

(iii) Subject to the requirements of applicable law and clause 1.1, any action, determination, or resolution of the Shareholders of the JV shall require the affirmative vote of Shareholders holding a majority of the issued and outstanding Shares present at a meeting at which a valid quorum is present. Any action which may be taken at a meeting of the Shareholders of the JV may be taken by a written resolution of the Shareholders if such resolution is executed by all the Shareholders. Notwithstanding anything to the contrary herein, at all times during a Shareholder Insolvency Event, the First Party hereby grants to the Second Party or its designee a proxy coupled with an interest in all Shares owned by the First Party, which proxy shall be irrevocable until the earlier of the termination of this agreement or the cessation of the Shareholder Insolvency Event.

(b) Matters Requiring Consent of the Shareholders. Each party shall procure that the JV shall not, without the prior written approval of the Major Shareholders, carry out any of the Reserved Matters.

6.8 Related Party Matters. Notwithstanding anything to the contrary in this agreement, any decision on behalf of the JV relating to (a) the entry into, termination, amendment or waiver of any provision of a Related Party Agreement, (b) a dispute, resolution or settlement with respect to a Related Party Agreement, or (c) taking or not taking action with respect to a default or breach by the counterparty of a Related Party Agreement (each of (a) through (c), a “Related Party Matter”), shall be made by (x) the SoftBank Directors, in the event that Guardant or its Affiliate is the Related Party in such Related Party Matter, or (y) the Guardant Directors, in the event that SoftBank or its Affiliate is the Related Party in such Related Party Matter (such directors making such decision on behalf of the JV, the “Disinterested Directors”), and such Disinterested Directors shall have sole authority on behalf of the Board and the JV to make such decision; provided, however, that the Disinterested Directors shall consult with a designated senior executive of the Shareholder who is the Related Party (or whose Affiliate is the Related Party) before making a decision with respect to any Related Party Matter. For the purposes of this clause, “Related Party” shall mean either Guardant or SoftBank, whichever is a party to a given Related Party Agreement and “Related Party Agreement” shall mean an agreement between Guardant or SoftBank on the one hand and the JV on the other hand.

7. FINANCE FOR THE JV

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7.1 General. The parties envisage that the JV shall be self-financed from the cash flow of the business conducted by the JV and the cash contribution made by each of SoftBank and Guardant pursuant to clauses 5.2(b) and 5.2(d).

7.2 Additional Finance. The parties agree that if it requires any additional finance, the JV shall be financed, so far as practicable, from external funding sources and on terms to be agreed by the Board, the parties and any relevant third parties and that any security required in relation to such external funding shall be provided by the JV. From and after the Closing, neither Shareholder shall be obligated to make any capital contribution, in cash or otherwise, to the JV or to provide any loan, loan guaranty or other financial assistance or support on behalf of the JV. In the event the JV requires any additional funding for its operations and other activities, the JV may, subject to clause 6, (a) seek additional financing in the form of debt financing from banks and other financial institutions on commercially reasonable terms without requiring any credit support provided by any Shareholder (unless otherwise agreed in writing by the Shareholders) or (b) seek such additional financing from the Major Shareholders in debt or equity as agreed to by the Major Shareholders, which, unless otherwise agreed to in writing by the Major Shareholders, shall be on a pro rata basis based on each Major Shareholder’s Pro Rata Portion at the time of such financing. In the event Guardant determines, in its reasonable discretion, to raise additional funds for the purpose of purchasing its Major Shareholder’s Pro Rata Portion of any additional financing by the JV, SoftBank agrees not to knowingly and intentionally (a) take any unreasonable action, or (b) commit any unreasonable omission, in either case in its capacity as a stockholder of Guardant, the failure of which would prohibit or materially impede Guardant’s ability to engage in any such additional financing; provided, however, that nothing herein shall obligate SoftBank to participate in any Guardant financing as an investor.

8. BUSINESS PLAN

8.1 General. The “Business Plan” is an annual business plan for the JV prepared by the Board and it shall include in relation to the Financial Year to which it relates:

(a) a cash flow statement giving:

(i) an estimate of the working capital requirements; and

(ii) an indication of the amount (if any) that it is considered prudent to retain, for the purpose of meeting those requirements, out of those profits of the previous Financial Year that are available under the law of the Territory for distribution to Shareholders;

(b) a monthly projected profit and loss account;

(c) an operating budget (including capital expenditure requirements) and balance sheet forecast;

(d) a management report giving business objectives for the Financial Year; and

(e) a financial report which shall include an analysis of the estimated results of the JV for the previous Financial Year compared with the Business Plan for that year, identifying variations in sales revenues, costs and other material items.

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The JV shall conduct its operations in accordance with the Business Plan as approved by the Board; provided that if any Business Plan is not approved before the commencement of the applicable Financial Year, then the operating budget included in the Business Plan for the previous Financial Year shall remain in effect.

8.2 Initial Business Plan. The Business Plan for the Financial Year in which the JV is formed shall be in agreed form and adopted by the parties at Closing. Such Business Plan will provide for the establishment of an equity incentive plan for the management and employees of the JV equal to [***] percent ([***]%) of the equity capital of the JV, thereby diluting each of SoftBank and Guardant to [***] ([***]%) and [***] percent ([***]%), respectively, of the equity capital of the JV, respectively.

8.3 Subsequent Business Plans. The Business Plan for every other Financial Year shall be:

(a) prepared by the Board at least sixty (60) calendar days before the end of the preceding Financial Year; and

(b) adopted and approved by the parties by agreement in writing or at a meeting of the Board as soon as possible after it has been prepared.

9. CERTAIN COVENANTS

9.1 Covenants of the JV. The JV covenants to and agrees with the Shareholders as follows:

(a) the JV will maintain in full force and effect its corporate existence, rights, and franchises, and all material licenses, permits, authorizations, trademarks, trade names, copyrights, patents, or processes owned or possessed by it and necessary to the conduct of the business of the JV;

(b) the JV will timely pay and discharge, or cause to be timely paid and discharged, all taxes (including all employment and payroll taxes), assessments, and other governmental charges imposed upon it or any of its properties or in respect of its franchises or income; provided, however, that no such tax or charge need be paid if being contested in good faith by proceedings diligently conducted and if such reservation or other appropriate provisions, if any, as are required by generally accepted accounting principles and practices applicable to the JV have been made therefor;

(c) the JV shall not, and shall cause its representatives not to:

(i) directly or indirectly, make or authorize any offer, gift, payment, or transfer, or promise of, any money or anything else of value, or provide any benefit, to any government officials, governmental entity, employee of any governmental entity, or any person for the purpose of influencing an official act or decision, inducing an unlawful omission or action, or securing an improper advantage or decision, in order to assist the JV or any officer, director, agent, employee, Shareholder, subsidiary, or other person associated with or acting on its behalf, in obtaining or retaining business or that would otherwise result in a breach of any Anticorruption Law, by the JV or any Shareholder, or undertake or cause to be undertaken any such act (collectively, “Corrupt Acts”);

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(ii) request any action, inaction or service by any third party that would violate any Anticorruption Law; or

(iii) receive, agree or attempt to receive the benefits of or profits from a crime or any Corrupt Act or agree to assist any person to retain the benefits of or profits from a crime or any Corrupt Act;

(iv) export, re-export, transfer, or retransfer know-how relating to the Business or Test Products subject to U.S. Trade Controls without first obtaining a license or other regulatory approval as may be required from the United States Government or any agency thereof;

(d) the JV shall immediately terminate the employment of any of its employees who engaged in, authorized or permitted any Corrupt Act;

(e) no government officials will serve in any capacity within the JV, including as a director, employee or consultant;

(f) the JV shall, and shall procure that each Subsidiary shall, make and keep books, records and accounts which, in reasonable detail, accurately and fairly reflect their transactions and dispositions of assets, which comply with applicable laws in relation to such record keeping requirements and devise and maintain a system of internal accounting controls sufficient to provide reasonable assurances that transactions are executed in accordance with management’s general or specific authorization and are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and practices applicable to the JV to maintain accountability of such assets;

(g) the JV shall not, and shall procure that each Subsidiary shall not, use any agent, representative or consultant to apply or procure any permits, licenses or certifications for any business or operation of the JV or such Subsidiary unless such agent, representative or consultant has been subject to reasonable due diligence to ensure that it has a good business reputation and conducts its business in an ethical fashion and in compliance with applicable laws;

(h) the JV shall not engage in any dealings or transactions with any person, or in any country or territory that, at the time of the dealing or transaction, is the target of any sanctions or other restrictions administered or enforced by OFAC, the U.S. Department of Commerce, the United Nations Security Council, the European Union, or Her Majesty’s Treasury, unless such dealings or transactions are authorized or otherwise permitted by the cognizant government entity;

(i) the JV shall not, directly or indirectly, use or make available any loans or contributions from the Shareholders to fund or facilitate any activities or business of or with any person or in any country or territory that, at the time of such funding or facilitation, is the target of any sanctions administered or enforced by OFAC, the U.S. Department of Commerce, the United Nations Security Council, the European Union, or Her Majesty’s Treasury; and

(j) the JV shall maintain policies and procedures reasonably designed to ensure compliance with Anticorruption Laws and U.S. Trade Controls, and shall, and shall procure that each Subsidiary shall, remain in full compliance with applicable laws in all material respects.

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9.2 JV’s Obligation. The JV shall perform and observe all its obligations under this agreement in good faith and to the maximum extent permitted under applicable law or the JV’s constitutional documents. For the avoidance of doubt, no failure by the JV to engage in any conduct that is not permitted under applicable law or the JV’s constitutional documents shall be deemed to be a breach of the JV’s obligations hereunder.

9.3 Access. Each Major Shareholder and its authorised representatives shall be allowed access at all reasonable times to examine the books and records of the JV.

9.4 Financial Information. The JV shall supply each Major Shareholder with the financial and other information necessary to keep the party informed about how effectively the Business is performing and in particular shall supply each party with:

(a) a copy of each year’s Business Plan for approval in accordance with clause 8.3;

(b) a copy of the audited accounts of the JV prepared in accordance with the laws applicable in, and the accounting standards, principles and practices generally accepted in, the Territory, as soon as practicable following the end of each Financial Year, but in any event within three (3) months after the Financial Year; and

(c) monthly management accounts of the JV to be supplied as soon as practicable following the end of each month, but in any event within thirty (30) calendar days after the end of the month, and the accounts shall include a profit and loss account, a balance sheet and a cash flow statement.

9.5 Covenants of Guardant. Guardant hereby agrees that it shall provide written notice to each Shareholder of any IPO Trigger or Change of Control Trigger, including its non-binding reasonable estimate of the Fair Value of Guardant in connection with such trigger to the extent practicable and permitted by applicable law, regulation and the rules of any applicable stock exchange and subject to any contractual duties of confidentiality, at least fifteen (15) Business Days prior to the effective time of such Option Trigger.

9.6 Covenants of the Shareholders. To the extent permitted under applicable law, each party hereby agrees and covenants to use its best efforts to cause its respective Directors on the Board to exercise their voting rights in order to ensure the JV’s compliance with applicable laws and with other terms and conditions of this agreement.

9.7 Certain Tax Matters.

(a) Tax Structuring. Prior to June 30, 2017, Guardant shall provide SoftBank with a summary of proposed structuring alternatives for the formation and projected operation of the JV. Guardant and SoftBank agree to cooperate in good faith in reviewing the tax structuring alternatives and in determining a tax-efficient structure for the JV. In that regard, Guardant and SoftBank agree that a tax-efficient structure for the formation of the JV includes a tax structure for the JV that is reasonably expected to (i) minimize the cash tax cost to either party resulting from the formation of the JV and (ii) minimize the anticipated need for Tax Distributions to be made over time. To the extent reasonably necessary to assist in the tax structuring review, each party will provide the other party with such information as reasonably requested to assess the material projected U.S. federal, state, local and foreign tax consequences to each party of the formation and projected operation of the JV.

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(b) Tax Elections and U.S. Tax Provisions.

(i) If directed to do so in writing by Guardant, JV will make an initial election, or will cause a JV Subsidiary to make an initial election, to be treated as a partnership under Treasury Regulation Section 301.7701-3 for U.S. federal income tax purposes from the formation date of the JV or JV Subsidiary, as applicable. JV shall not revoke or modify, or cause to be revoked or modified, such election(s) unless directed to do so in writing by Guardant, with the written consent of SoftBank (which consent shall not be unreasonably withheld).

(ii) If JV elects to be treated as a partnership for U.S. federal income tax purposes in accordance with clause 9.7(b)(i), the parties agree that the provisions of Annex A hereto shall govern with respect to certain issues material to a party’s U.S. income tax consequences of ownership of Shares in the JV. For the avoidance of doubt, the covenants in Annex A shall be fully binding upon the parties; provided, however, that the allocations and elections required to be made to govern U.S. income tax consequences shall only apply to U.S. income taxes and shall not apply or be required to apply to any non-U.S. taxes. Capitalized terms not otherwise defined in Annex A hereto shall have the meanings given in clause 1.

(c) Effectively Connected Income. The JV will use commercially reasonable efforts not to engage in a trade or business within the United States within the meaning of Section 864(b), 871(b) or 882 of the Code or incur income that is treated as being effectively connected to a trade or business within the United States under Section 897 of the Code.

(d) Withholding Taxes. Each Shareholder shall furnish the JV with any information, representations and forms as shall reasonably be requested by the JV solely in order to comply with applicable United States or non-United States laws, including tax laws, or to obtain any exemption, reduction or refund of any withholding or other taxes imposed by any taxing authority or other governmental agency upon the JV (or any of its Subsidiaries) or amounts paid to the JV (or any of its Subsidiaries). Except in respect of payments made under a License Agreement or the Distribution Agreement, the JV may withhold and remit to a taxing authority any taxes required to be withheld by the JV with respect to income attributable to or distributions to any Shareholder Any amounts withheld or paid by the JV on behalf of a Shareholder in accordance with this clause 9.7(d) shall nevertheless, for purposes of this agreement, be deemed to have been distributed to the Shareholder in respect of which they are withheld.

10. DIVIDEND POLICY

10.1 Distribution of Dividends. To the extent permitted by any applicable law, the JV shall distribute funds by way of dividend to the Shareholders at such time as the Board may determine, subject to the retention and establishment of reserves for expenses of the JV as set forth in the approved Business Plan or otherwise as determined in the sole discretion of the Board; provided, however, the Board shall use commercially reasonable efforts to distribute a minimum amount of funds to the Shareholders in any Fiscal Year as requested by Guardant or SoftBank to fund the payment of any U.S. federal, state, local or foreign taxes incurred by Guardant or SoftBank in respect of their interests in the equity capital of the JV (a “Tax Distribution”). Furthermore, in determining the minimum amount of any required Tax Distribution to a Shareholder for any Fiscal Year, the Tax Distribution shall be reduced by: (1) the gross margin on amounts paid to the Shareholder for the

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applicable Fiscal Year under the Distribution Agreement and (2) the royalties paid to the Shareholder for the applicable Fiscal Year under a License Agreement; provided that, the Tax Distribution shall be increased by any U.S. federal, state, local or foreign taxes paid by the Shareholder that are attributable to such agreements. Each Shareholder shall be entitled to request from the other Shareholders a copy of the calculations used to determine the cash tax liability and required Tax Distributions for a Fiscal Year. Notwithstanding anything to the contrary herein, if the Board makes a Tax Distribution to a Shareholder, it shall make a proportionate distribution to the other Shareholders.

11. DEADLOCK

11.1 Deadlock Matter. If the Board or the Shareholders, each acting in good faith, are unable to come to a decision in respect of any matter within fifteen (15) Business Days of such matter first being tabled at a Board meeting or Shareholder meeting, or there arises a material disagreement relating to the JV or the Business other than to any alleged breach of this agreement (any of the foregoing, a “Deadlock Matter”), and such Deadlock Matter may seriously affect the ability of the JV to perform its obligations under this agreement, or may otherwise seriously impair the ability of the JV to engage in the Business or to conduct the Business in an effective manner, such Deadlock Matter shall be referred to the respective chairmen / chief executives of the parties who shall seek in good faith to resolve the matter on an amicable basis. If the matter cannot be settled by agreement in initial discussions, then either party may give notice that it seeks formally to resolve the situation within ninety (90) calendar days. If the Deadlock Matter has been resolved pursuant to this clause 11.1, then the Shareholders shall or shall procure that their nominee Directors shall vote at any meeting of the Shareholders or the Board, as appropriate, to give effect to such resolution. If the Deadlock Matter is not resolved within such ninety (90) calendar day period and concerns any factual matter which may be capable of expert determination either Shareholder may refer the dispute for decision to an expert on the following terms:

(a) unless otherwise agreed by the Shareholders, the expert shall be appropriately qualified and shall be appointed by agreement among the Shareholders, or, failing agreement, within fourteen (14) calendar days of the initiation of the reference, shall (following an application made by either Shareholder) be appointed by the International Centre for Expertise in accordance with the provisions for appointment of experts under the Rules of Expertise of the International Chamber of Commerce;

(b) the relevant expert shall determine whether or not the Deadlock Matter is suitable for expert determination;

(c) the expert may have access to all relevant documents of the JV and of the other relevant parties, subject to any confidentiality provisions then in place or as agreed between the Shareholders;

(d) the relevant parties may make representations and submissions to the expert but there still shall be no formal hearing;

(e) the expert shall make a determination within twenty (20) Business Days of its appointment and shall notify the Shareholders in writing of his determination; and

(f) the fees of the expert shall be paid by the Shareholders pro rata to their shareholdings unless the expert determines that the conduct of one Shareholder is such that it should pay the fees of the expert.

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11.2 Unresolved Deadlock Matter. If the Deadlock Matter is not resolved pursuant to clause 11.1 and concerns the approval of a draft Business Plan for any year, the prior year’s approved Business Plan, adjusted for any changes in the consumer price index over the relevant period, shall continue to apply unless and until a new draft Business Plan is approved. If the Deadlock Matter is not resolved pursuant to clause 11.1 and the matter does not relate to a factual matter which may be capable of expert determination, either party will have the right to exercise its Put Right or Call Right, as applicable, in accordance with clause 15.

11.3 Arbitration. The arbitration provisions in clause 20.17 do not apply to the resolution of any Deadlock Matter except to the extent that it relates to the interpretation of this agreement or the respective rights and obligations of the parties pursuant to this agreement.

12. TRANSFER OF SHARES

12.1 Transfer Restricted. Except as otherwise contemplated by this agreement, no Shareholder shall create any Encumbrance over, sell, pledge, transfer or otherwise dispose of or give any person any rights in or over any Share or interest in any Share, except with the prior written consent of the JV and the other Shareholder. Any transfer, purported transfer or attempted transfer of Shares other than in accordance with this agreement shall be void, and no such transfer shall be recorded or otherwise given any effect by the JV, and the relevant purported transferee shall not (and the purported transferor shall) be treated as the owner of such Shares for all purposes.

12.2 Affiliate Transfer. Consent shall not unreasonably be withheld for a transfer by a party of its Shares to one of its Affiliates, provided that (a) the transferring party agrees to guarantee all of the obligations and any liabilities of the transferee under this agreement; and (b) the transferee agrees in writing that, if such transferee ceases to be an Affiliate of such party, it will transfer all Shares back to the relevant party (or another Affiliate thereof). Notwithstanding anything to the contrary in this agreement, SoftBank shall be permitted to transfer any Share or interest in the JV to (i) any of its Affiliated investment funds, or (ii) any successor to all or substantially all of SoftBank’s assets to which this agreement relates, whether by merger, acquisition, consolidation, sale of shares, sale of assets, or otherwise; and (b) Guardant shall be permitted to transfer any share or interest in the JV to any successor to all or substantially all of Guardant’s assets to which this agreement relates, whether by merger, acquisition, consolidation, sale of shares, sale of assets, or otherwise; provided, however, in the event of any transfer by Guardant (x) clause 15.1(b)(ii) shall not apply to the exercise of the Put Right following such transfer and (y) the form of payment in connection with the exercise of the Put Right following such transfer shall no longer be at the discretion of Guardant (or its assignee), but shall be at the discretion of SoftBank (or its assignee). In the event of any transfer permitted by the immediately preceding sentence, the assignee shall be deemed “SoftBank” or “Guardant” accordingly for the purposes of this agreement; provided, however, that (A) the assignor provides the other party to this agreement with prior written notice of no less than five (5) Business Days of its intent to assign the Shares, (B) such successor has a creditworthiness (e.g., assets and capitalization) not less than the assignor and would reasonably be considered to have sufficient financial standing to comply with the assigning party’s obligations hereunder and (C) such assignment or transfer shall be contingent upon such assignee providing a written instrument to the JV notifying the JV of such assignment or transfer and agreeing in writing to be bound by the terms of this agreement.

12.3 Undertaking. No transfer of Shares shall in any event be registered or become effective unless the transferee shall first have entered into a contract undertaking to be bound by this contract (including

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this clause 12) to the same extent as the transferor would have been bound had the transfer not been effected.

13. SHAREHOLDER INSOLVENCY

13.1 General. If anything referred to in this clause 13.1 happens to a party it is a “Shareholder Insolvency Event” in respect of that party and the provisions of this clause 13 shall apply:

(a) the party becomes insolvent or is unable to pay its debts within the meaning of the insolvency legislation applicable to that party and has stopped paying its debts as they fall due;

(b) a party initiates any process by or under which:

(i) the ability of the creditors of the party to take any action to enforce their debts is suspended, restricted or prevented;

(ii) some or all of the creditors of the party accept, by agreement or in pursuance of a court order, an amount of less than the sums owing to them in satisfaction of those sums with a view to preventing the dissolution of the party;

(iii) a person is appointed to manage the affairs, business and assets of the party on behalf of the party’s creditors; or

(iv) the holder of a charge over assets of the party is appointed to control the business and assets of the party; or

(c) a process has been instituted that could lead to the party being dissolved and its assets being distributed among the party’s creditors, shareholders or other contributors which is not dismissed within sixty (60) calendar days.

13.2 Shareholder Insolvency Notice. If a Shareholder Insolvency Event happens to a party (the “First Party”), it shall give notice of it to the other party (the “Second Party”) as soon as possible and, if it does not, it is deemed to have given notice of it on the date on which the Second Party becomes aware of such Shareholder Insolvency Event (the “Shareholder Insolvency Notice”).

13.3 Election of Second Party. As soon as practicable after service, or deemed service, of the Shareholder Insolvency Notice, and notwithstanding anything else to the contrary herein, the Second Party may, at its election, terminate this agreement pursuant to clause 16 and arrange for the dissolution and liquidation of the JV, or require the First Party to sell its Shares to the Second Party in an amount equal to the Fair Value determined by the Valuer in accordance with clause 14. If the Second Party elects to buy the Shares of the First Party, the Second Party shall within thirty (30) calendar days following receipt of the Shareholder Insolvency Notice serve a notice (an “Insolvency Call Notice”) on the First Party to buy all of the Shares held by the First Party at the Fair Value and specifying the Second Party’s determination of Fair Value. The service of an Insolvency Call Notice under this clause 13.3 shall bind the parties to buy and sell the Shares, as the case may be, in accordance with this clause 13. If at the end of the period specified in this clause 13.3 the Second Party has not served an Insolvency Call Notice, the Second Party will be deemed to have affirmatively rejected and shall forfeit its right to buy such Shares in accordance with this clause 13.3 but may, at its discretion, elect to terminate this agreement pursuant to clause 16 and arrange for the dissolution and liquidation of the JV or sell or transfer its Shares to a third

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party who would reasonably be considered to have sufficient financial standing to comply with the First Party’s obligations hereunder.

13.4 Closing. If so elected by the Second Party pursuant to clause 13.3, the sale of Shares pursuant to this clause 13 shall close at the offices of the Second Party on a date determined by the Second Party, which date shall not be less than ten (10) nor more than thirty (30)Business Days after the determination of the purchase price, including in accordance with clause 14.2. At closing the First Party shall:

(a) transfer the Shares free from all Encumbrances in such form as is necessary for the buyer to establish legal ownership in accordance with applicable law;

(b) deliver the resignations of any directors appointed by the First Party, if not previously replaced by the Second Party pursuant to clause 6.2, to take effect at closing, in each case acknowledging that they have no claims against the JV;

(c) warrant that it has no right to require the JV to issue it with any Share capital or other securities and that no Encumbrance affects any unissued Shares or other securities of the JV;

(d) warrant that it is the beneficial owner of the Shares being sold;

(e) warrant that no commitment has been given to create an Encumbrance affecting the Shares being sold (or any unissued Shares or other securities of the JV) and that no person has claimed any rights in respect thereof; and

(f) undertake to do all it can, at its own cost, to give the buyer the full legal and beneficial title to the Shares.

At closing the Second Party shall pay the purchase price by wire transfer of immediately available funds to the First Party or its designee (who has been irrevocably authorised by the seller to receive it).

13.5 Proxy. If the First Party fails to complete the transfer of Shares as required under this clause 13 the chairman of the JV (or, failing him, one of the other directors, or some other person nominated by the Second Party) may, as agent on behalf of the seller, complete, execute and deliver in his name all documents necessary to give effect to the transfer of the relevant Shares to the buyer; and receive the purchase price in trust for the seller and give a good discharge for it.

14. VALUATION

14.1 Appointment of Valuer. Within ten (10) Business Days of receipt of an Insolvency Call Notice, a Put Exercise Notice or a Call Exercise Notice, as applicable, the receiving party may object in writing to the determination of Fair Value specified therein (an “Objection Notice”), which Objection Notice shall include the objecting party’s determination of Fair Value. If the receiving party does not timely deliver an Objection Notice, the receiving party shall be deemed to have irrevocably agreed with the delivering party’s determination of Fair Value included in the Insolvency Call Notice, Put Exercise Notice or Call Exercise Notice, as applicable. Upon timely delivery of an Objection Notice, the parties shall negotiate in good faith for a period of fifteen (15) Business Days to arrive at a mutually agreeable determination of Fair Value. If the parties fail to arrive at a mutually agreeable determination of Fair Value within such fifteen (15) Business Day

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period, they shall specify in writing (the “Final Fair Value Notices”), not later than the 15th Business Day of such 15 Business Day period, their respective final determinations of the Fair Value (which determinations may be the same as their initial determinations or may differ from their initial determinations). If a party does not timely deliver a Final Fair Value Notice, then such party shall be deemed to have submitted a Final Fair Value Notice setting forth a determination of Fair Value equal to the determination of Fair Value previously submitted by such party (e.g., in the Insolvency Call Notice, Put Exercise Notice or Call Exercise Notice, as applicable, or in the Objection Notice). If the parties timely deliver or are deemed to have delivered Final Fair Value Notices reflecting different Fair Value determinations, the parties shall endeavour to agree on the appointment of a nationally recognized independent third party valuation firm and to agree on the terms of appointment with the valuation firm within an additional five (5) Business Day period. If the parties fail to agree on a mutually satisfactory valuation firm within such additional five (5) Business Day period, SoftBank shall select a nationally recognized independent third party valuation firm and Guardant shall select a nationally recognized independent third party valuation firm, which two (2) valuation firms shall jointly select a third nationally recognized independent third party valuation firm. The valuation firm ultimately selected in accordance with the preceding sentences (the “Valuer”) shall be requested to determine the Fair Value of the JV and the price per Share of the Shares based on such Fair Value (such price per Share the “Purchase Price”) and the Fair Value of Guardant and the price per Share of the Guardant Shares based on such Fair Value (the “Guardant Share Price”), as applicable, in accordance with clause 14.2, 14.3 or 14.4 (the applicable valuation so determined, the “Fair Value”) and notify the Shareholders of its determination thereof within twenty (20) Business Days of the Valuer’s appointment.

14.2 Determination of Fair Value in Connection with a Shareholder Insolvency Event. In the event a Second Party elects to buy the Shares of the First Party in accordance with clause 13, the Fair Value of the JV and applicable Purchase Price per Share shall, subject to the assumptions in clause 14.5(a) be determined as follows:

(a) 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 Shareholder Insolvency Notice.

(b) In the event clause 14.2(a) 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 Insolvency Call Notice.

14.3 Determination of Fair Value in Connection with the Exercise of a Put Right.

(a) 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

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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.

(b) Fair Value of Guardant. 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 Guardant and the applicable Guardant Share Price shall, subject to the assumptions in clause 14.5(b), be determined as follows:

(i) Subject to clause 14.3(b)(iii), in the event Guardant’s shares are publicly traded and listed on a nationally recognized stock exchange, the Fair Value of Guardant shall be equal to the total market capitalization of Guardant, and the Guardant Share Price shall be equal to (x) if the Put Exercise Notice is delivered before the date of the initial public offering or at any time during the twenty (20) trading days following the date of the initial public offering, the initial public offering price per Guardant Share, or (y) if the Put Exercise Notice is delivered on or after the twenty-first (21^st) trading day after the date of the initial public offering, 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(b)(i) above does not apply, subject to clause 14.3(b)(iii), the Valuer shall reasonably determine the Fair Value of Guardant and the applicable Guardant Share Price, 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 Guardant is being determined in connection with the Change of Control Trigger, the Fair Value of Guardant shall be equal to the value of Guardant implied by the aggregate consideration paid or payable by the purchaser of Guardant in connection therewith and the Guardant Share Price shall be equal to the consideration per Share paid or payable by the purchaser in respect of the Shares of Guardant capital stock; provided, however, if the Put Exercise Notice is not delivered within thirty (30) calendar daysfollowing the effective time of the Change of Control Trigger, the Fair Value of Guardant and the Guardant Share Price shall be determined in accordance with clause 14.3(b)(i) and 14.3(b)(ii) above.

14.4 Determination of Fair Value in Connection with the Exercise of a Call Right.

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(a) Fair Value of the JV. In the event Guardant elects to exercise its Call Right in connection with an Option Trigger in accordance with clause 15.2, 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 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 14.4(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 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 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.

(b) Fair Value of Guardant. In the event Guardant elects to exercise its Call Right in connection with an Option Trigger in accordance with clause 15.2 and SoftBank elects to receive Guardant Shares in consideration for the Call Shares, the Fair Value of Guardant and the applicable Guardant Share Price shall, subject to the assumptions in clause 14.5(b), be determined as follows:

(i) Subject to clause 14.4(b)(iii), in the event Guardant’s Shares are publicly traded and listed on a nationally recognized stock exchange, the Fair Value of Guardant shall be equal to the total market capitalization of Guardant, and the Guardant Share Price shall be equal to (x) if the Call Exercise Notice is delivered before the date of the initial public offering or at any time during the twenty (20) trading days following the date of the initial public offering, the initial public offering price per Guardant Share, or (y) if the Call Exercise Notice is delivered on or after the twenty-first (21^st) trading day after the date of the initial public offering, the average closing price of such Shares for the twenty (20) trading days ending on, the Business Day immediately preceding the date of the Call Exercise Notice.

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(ii) In the event clause 14.4(b)(i) above does not apply, subject to clause 14.4(b)(iii), the Valuer shall reasonably determine the Fair Value of Guardant and the applicable Guardant Share Price, assuming the sale is to be on arms’ length terms and is taking place on the date of the Call Exercise Notice.

(iii) In the event the Fair Value of Guardant is being determined in connection with the Change of Control Trigger, the Fair Value of Guardant shall be equal to the value of Guardant implied by the aggregate consideration paid or payable by the purchaser of Guardant in connection therewith and the Guardant Share Price shall be equal to the consideration per Share paid or payable by the purchaser in respect of the Shares of Guardant capital stock; provided, however, if the Call Exercise Notice is not delivered within thirty (30) calendar days following the effective time of the Change of Control Trigger, the Fair Value of Guardant and the Guardant Share Price shall be determined in accordance with clause 14.4(b)(i) and 14.4(b)(ii) above.

14.5 General Assumptions.

(a) Fair Value of the JV. The Fair Value for the JV and applicable Purchase Price for the Shares shall be determined by the Valuer on the following basis and assumptions:

(i) valuing the JV on an enterprise basis as if it were a standalone entity, with indefinite rights to use Guardant’s technologies and other benefits of agreements entered into by the JV, and will disregard that there may be few potential buyers for the JV due to any real or perceived control of the JV exercised by Guardant or due to the fact that only Guardant has an identical technology platform;

(ii) valuing each of the Shares as a proportion of the total value of all the issued shares in the capital of the JV without any premium or discount being attributable to the percentage of the issued share capital of the JV which they represent or for the rights or restrictions applying to the Shares;

(iii) the Shares are sold free of all Encumbrances;

(iv) the sale is taking place on the date of the Insolvency Call Notice, Put Exercise Notice or Call Exercise Notice, as applicable; and

(v) taking account of any other factors that the Valuer reasonably believes should be taken into account.

(b) Fair Value of Guardant. The Fair Value for Guardant and applicable Guardant Share Price shall be determined by the Valuer on the following bases and assumptions:

(i) valuing each of the Shares as a proportion of the total value of all the issued Shares in the capital of Guardant without any premium or discount being attributable to the percentage of the issued Share capital of Guardant which they represent or for the rights or restrictions applying to such Shares;

(ii) the Guardant Shares are sold free of all Encumbrances;

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(iii) the sale is taking place on the date of the Insolvency Call Notice, Put Exercise Notice or Call Exercise Notice, as applicable; and

(iv) taking account of any other factors that the Valuer reasonably believes should be taken into account.

14.6 Submissions and Valuer Discretion. The parties are entitled to make submissions to the Valuer, including oral submissions, and will provide (or procure that the JV provides) the Valuer with such assistance and documents as the Valuer reasonably requires for the purpose of reaching a decision, subject to the Valuer agreeing to give such confidentiality undertakings as the parties may reasonably require. To the extent not provided for by this clause 14, the Valuer may, in its reasonable discretion, determine such other procedures to assist with the valuation as it considers just or appropriate, including (to the extent it considers necessary) instructing professional advisers to assist it in reaching its valuation. The Valuer’s written determination shall be final and binding on the parties (in the absence of manifest error or fraud).

14.7 Costs. Each party shall bear its own costs incurred in connection with the valuation firms (including the Valuer) referred to in clause 14.1. The Valuer’s fees and any costs properly incurred by it in arriving at its valuation (including any fees and costs of any advisers appointed by the Valuer) shall be borne by the parties on a pro rata basis based on each Shareholder’s Pro Rata Portion at the time the Valuer is appointed.

15. PUT / CALL RIGHTS

15.1 Grant of Put Right.

(a) Purchase at the Option of SoftBank. Subject to the terms and conditions of this agreement, (i) in the event Guardant’s business model changes materially such that the Business is no longer economical in the Territory, to the fullest extent permitted by applicable law, SoftBank shall have the right, but not the obligation, to cause Guardant to purchase all, but, subject to clause 15.1(b)(ii), not less than all, of the Shares held by SoftBank and any of its Affiliates at the Original Purchase Price or (ii) in the event of any Option Trigger, to the fullest extent permitted by applicable law, SoftBank shall have the right, but not the obligation, to cause Guardant to purchase all, but subject to clause 15.1(b)(ii), not less than all, of the Shares held by SoftBank and any of its Affiliates at the Purchase Price, as determined in accordance with clause 14 (the right contemplated by this clause 15.1(a), the “Put Right”).

(b) Procedures.

(i) Subject to clause 15.1(b)(iv) below, if SoftBank and its Affiliates, as applicable, desire to sell the Shares pursuant to this clause 15.1, SoftBank shall deliver to Guardant a written notice (the “Put Exercise Notice”) exercising the Put Right and specifying the number of Shares held (the “Put Shares”) by SoftBank and its Affiliates, as applicable and SoftBank’s determination of the Aggregate Purchase Price (including the Fair Value, if applicable). The date upon which such Put Exercise Notice is provided to Guardant is referred to herein as a “Put Exercise Notice Date.” Upon receipt of a Put Exercise Notice, Guardant shall, subject to clause 15.1(b)(iv) below, purchase all of the Put Shares on a date determined by Guardant following receipt of the Put Exercise Notice (the “Put Closing Date”), which date shall not be less than ten (10) nor more than thirty (30)Business Days

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after the determination of the Aggregate Purchase Price, including in accordance with clause 14.3.

(ii) If the Fair Value of the JV is determined to be greater than forty percent (40%) of the Fair Value of Guardant (forty percent (40%) of the Fair Value of Guardant being referred to herein as the “Ceiling”), then Guardant shall only be required to purchase the number of Shares held by SoftBank and its Affiliates (as applicable, and on a pro rata basis) having an aggregate value equal to the Ceiling multiplied by the Pro Rata Portion of SoftBank and its Affiliates. For example, if the Fair Value of the JV is fifty million US Dollars (US $50 million) and the Fair Value of Guardant is one hundred million US Dollars (US $100 million), and SoftBank and its Affiliates, on one hand, collectively hold fifty percent (50%) of the JV, and Guardant and its Affiliates, on the other hand, collectively hold the remaining fifty percent (50%) of the JV, Guardant shall only be required to purchase the number of Shares held by SoftBank and its Affiliates having an aggregate value equal to twenty million US Dollars (US $20 million) (i.e., one hundred million US Dollars (US $100 million) as the Guardant Fair Value x forty percent (40%) as the Ceiling x fifty percent (50%) as SoftBank’s and its Affiliates’ Pro Rata Portion), determined based on the Purchase Price attributable to such Shares, and following such purchase, Guardant and its Affiliates shall hold Shares having an aggregate value of $45 million and a Pro Rata Portion equal to 90% of the total Shares outstanding (i.e., its original $25 million in Shares plus the $20 million in Shares so purchased), and SoftBank and its Affiliates shall hold Shares having an aggregate value of $5 million and a Pro Rata Portion equal to 10% of the total Shares outstanding (i.e., its original $25 million in Shares less the $20 million in Shares so purchased). In the event SoftBank and its Affiliates, as applicable, continue to hold Shares following the exercise of its Put Right due to the limits of this clause 15.1(b)(ii), SoftBank and its Affiliates, as applicable, may, no sooner than three (3) months following the date of the last determination of the Fair Value, request that the Fair Value of the JV and Guardant be re-determined in accordance with clause 14. Thus, if upon the subsequent valuation, the Fair Value of the JV is determined to be $50 million and the Fair Value of Guardant is $120 million, and each of Guardant and its Affiliates, on one hand, hold a Pro Rata Portion equal to 90% of the total Shares outstanding, and each of SoftBank and its Affiliates, on the other hand, hold a Pro Rata Portion equal to 10% of the total Shares outstanding, Guardant shall only be required to purchase the number of Shares held by SoftBank and its Affiliates having an aggregate value equal to $4.8 million (i.e., $120 million Guardant Fair Value x 40% Ceiling x 10% SoftBank and Affiliates Pro Rata Portion). SoftBank and its Affiliates, as applicable, may request for subsequent valuations to be performed in accordance with this clause 15.1(b)(ii) until such time as all of the Shares held by any of them have been purchased by Guardant.

(iii) If for any reason, Guardant fails to purchase all of the Put Shares, Guardant shall pay interest in cash on the Original Purchase Price or Purchase Price, as applicable to any Put Shares required to be purchased as of the Put Closing Date that are not purchased as of the Put Closing Date, which interest shall accrue daily from such Put Closing Date until such date as such Shares are actually purchased at an aggregate per annum rate equal to fifteen percent (15%) and shall be paid monthly on each one (1) month anniversary of the applicable Put Closing Date (or, in the event that the one (1) month anniversary does not fall on a Business Day, on the

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next Business Day following such one (1) month anniversary). The amount of interest payable shall be determined on the basis of a 365-day year. No Put Share shall be deemed to have been purchased until the Original Purchase Price or Purchase Price, as applicable, with respect to such Put Shares, and any accrued interest thereon, has been paid in full, provided, however, that delivery of a promissory note as contemplated in clause 15.2(c) shall constitute payment in full for such Put Shares. This clause 15.1(b)(iii) shall not apply in the event Put Shares are not purchased due to a Ceiling on the purchase of the Shares in accordance with clause 15.1(b)(ii) above.

(iv) Notwithstanding anything herein to the contrary, the following limitations apply to the exercise period of the Put Right:

(A) in the event of the Time Based Trigger, the Put Exercise Notice must be delivered to Guardant no later than thirty (30) calendar days following the effective time of the Time Based Trigger; thereafter, SoftBank and its Affiliates, as applicable, may only exercise the Put Right in connection with the Time Based Trigger by delivering a Put Exercise Notice within thirty (30) calendar days of each subsequent anniversary of the effective time of the Time Based Trigger;

(B) in the event of the IPO Trigger, the Put Exercise Notice must be delivered to Guardant no later than thirty (30) calendar days following the effective time of the IPO Trigger; thereafter, SoftBank and its Affiliates, as applicable, may only exercise the Put Right in connection with the IPO Trigger by delivering a Put Exercise Notice within thirty (30) calendar days of each subsequent anniversary of the effective time of the IPO Trigger; and

(C) in the event of the Change of Control Trigger, the Put Exercise Notice must be delivered to Guardant no later than thirty (30) calendar days following the effective time of the Change of Control Trigger; thereafter, SoftBank and its Affiliates, as applicable, may only exercise the Put Right in connection with the Change of Control Trigger by delivering a Put Exercise Notice within thirty (30) calendar days of each subsequent anniversary of the effective time of the Change of Control Trigger.

(c) Consummation of Sale. Subject to applicable law, Guardant will pay the Aggregate Purchase Price: in cash by wire transfer of immediately available funds on the Put Closing Date; or by issuance of shares of capital stock of Guardant (which shares (the “Guardant Put/Call Shares”) shall be: (x) a non-voting security with senior preferences (in the case of liquidation or dividends) to all other classes of equity of Guardant; or (y) if shares of Guardant are publicly traded and listed on a nationally recognized stock exchange, common stock of the same class that is publicly traded and listed on the Put Closing Date with each such share being valued at the Guardant Share Price; or with a combination of consideration contemplated in clauses (i) and (ii) of this sentence. Subject to the immediately preceding sentence, the determination of the form of consideration comprising the Aggregate Purchase Price shall be at Guardant’s discretion. To the extent Guardant elects to pay any portion of the Aggregate Purchase Price in cash, Guardant may elect to deliver such portion in the form of a secured promissory note, payable within

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eighteen (18) months following the Put Closing Date, and at an interest rate (and other terms) at the prevailing market terms for Guardant’s third party borrowings as of the Put Closing Date, with the obligations of the promissory note being secured by a first lien stock pledge on the Put Shares.

15.2 Grant of Call Right.

(a) Purchase at the Option of Guardant. Subject to the terms and conditions of this agreement, in the event of any Option Trigger, to the fullest extent permitted by applicable law, Guardant shall have the right (the “Call Right”), but not the obligation, to purchase all, but not less than all of the Shares held by SoftBank and any of its Affiliates, as applicable, at the Purchase Price, as determined in accordance with clause 14.

(b) Procedures.

(i) Subject to clause 15.2(b)(ii) below, if Guardant desires to purchase the Shares pursuant to this clause 15.2, Guardant shall deliver to SoftBank and any of its Affiliates holding Shares a written notice (the “Call Exercise Notice”) exercising the Call Right and its intent to purchase all Shares held by SoftBank and its Affiliates, as applicable (the “Call Shares”), and Guardant’s determination of the Aggregate Purchase Price (including the Fair Value). The date upon which such Call Exercise Notice is provided to SoftBank and its Affiliates, as applicable, is referred to herein as a “Call Exercise Notice Date.” Upon delivery of a Call Exercise Notice, Guardant shall, subject to clause 15.2(b)(iii) below, purchase all of the Call Shares on a date determined by Guardant following delivery of the Call Exercise Notice (the “Call Closing Date”), which date shall not be less than ten (10) nor more than thirty (30) Business Days after the determination of the Aggregate Purchase Price, including in accordance with clause 14.4.

(ii) If for any reason Guardant fails to purchase all of the Call Shares, Guardant shall pay interest in cash on the Purchase Price applicable to any Call Shares to be purchased as of the Call Closing Date that are not purchased as of the Call Closing Date, which interest shall accrue daily from such Call Closing Date until such date as such Shares are actually purchased at an aggregate per annum rate equal to fifteen percent (15%) and shall be paid monthly on each one (1) month anniversary of the applicable Call Closing Date (or, in the event that the one (1) month anniversary does not fall on a Business Day, on the next Business Day following such one (1) month anniversary). The amount of interest payable shall be determined on the basis of a 365-day year. No Call Share shall be deemed to have been purchased until the Purchase Price with respect to such Share, and any accrued interest thereon, has been paid in full, provided, however, that delivery of a promissory note as contemplated in clause 15.2(c) shall constitute payment in full for such Call Shares.

(iii) Notwithstanding anything herein to the contrary, the following limitations apply to the exercise period of the Call Right:

(A) in the event of the Time Based Trigger, the Call Exercise Notice must be delivered by Guardant no later than thirty (30) calendar days following the effective time of the Time Based Trigger; thereafter, Guardant, may

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only exercise the Call Right in connection with the Time Based Trigger by delivering a Call Exercise Notice within thirty (30) calendar days of each subsequent anniversary of the effective time of the Time Based Trigger;

(B) in the event of the IPO Trigger, the Call Exercise Notice must be delivered by Guardant no later than thirty (30) calendar days following the effective time of the IPO Trigger; thereafter, Guardant, may only exercise the Call Right in connection with the IPO Trigger by delivering a Call Exercise Notice within thirty (30) calendar days of each subsequent anniversary of the effective time of the IPO Trigger; and

(C) in the event of the Change of Control Trigger, the Call Exercise Notice must be delivered by Guardant no later than thirty (30) calendar days following the effective time of the Change of Control Trigger; thereafter, Guardant, may only exercise the Call Right in connection with the Change of Control Trigger by delivering a Call Exercise Notice within thirty (30) calendar days of each subsequent anniversary of the effective time of the Change of Control Trigger.

(c) Consummation of Sale. Subject to applicable law, Guardant will pay the Aggregate Purchase Price in cash by wire transfer of immediately available funds on the Call Closing Date, or by issuance of Guardant Put/Call Shares on the Call Closing Date with each such Share being valued at the Guardant Share Price, or with a combination of consideration contemplated in clauses (i) and (ii) of this sentence. Subject to the immediately preceding sentence, the determination of the form of consideration comprising the Aggregate Purchase Price shall be at SoftBank’s discretion. To the extent SoftBank elects to be paid any portion of the Aggregate Purchase Price in cash, Guardant may elect to deliver such portion in the form of a secured promissory note, payable within eighteen (18) months following the Call Closing Date, and at an interest rate (and other terms) at the prevailing market terms for Guardant’s third party borrowings as of the Call Closing Date, with the obligations of the promissory note being secured by a first lien stock pledge on the Call Shares.

15.3 Cooperation. Guardant and SoftBank and each of their Affiliates, as applicable, shall take all actions as may be reasonably necessary to consummate any sale contemplated by this clause 15, including, without limitation, entering into agreements and delivering certificates and instruments and consents as may be deemed necessary or appropriate.

15.4 Closing. At the closing of any sale and purchase pursuant to this clause 15:

(i) Guardant shall deliver to SoftBank the Aggregate Purchase Price;

(ii) SoftBank and each of its Affiliates, as applicable, shall deliver to Guardant a certificate or certificates representing the Shares to be sold (if any), accompanied by stock powers and all necessary stock transfer taxes paid and stamps affixed, if necessary or, if SoftBank or any of its Affiliates allege that such certificate or certificates have been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to Guardant to indemnify Guardant against any

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claim that may be made against Guardant on account of the alleged loss, theft or destruction of such certificate(s);

(iii) SoftBank and each of its Affiliates, as applicable, shall deliver to Guardant such other instruments of transfer, certificates, agreements and other documents as may be reasonably requested by Guardant for the transfer of the Shares to Guardant free and clear of any Encumbrances, containing customary representations and warranties with respect to their title and ownership of the Shares and due authorization, legal authority and capacity to enter in to the transfer agreement;

(iv) if applicable, Guardant shall deliver to SoftBank and its Affiliates, as applicable, stock certificates representing any Guardant Put/Call Shares issued as Aggregate Purchase Price or, if Guardant does not certificate shares of its capital stock, shall otherwise ensure that the Guardant Put/Call Shares are registered in the name of SoftBank and its Affiliates, as applicable; and

(v) if the Guardant Put/Call Shares are publicly traded, each of SoftBank and its Affiliates, as applicable, shall execute and deliver to Guardant an irrevocable proxy appointing Guardant as the attorney-in-fact and proxy, with full power of substitution, for and in the name of SoftBank and each of its Affiliates, as applicable, to vote as Guardant or its proxy or substitute shall, in Guardant’s sole discretion, deem proper with respect to such Guardant Put/Call Shares.

15.5 Conditions Precedent.

(a) The obligation of Guardant to consummate the purchase of Shares pursuant to this clause 15 shall be subject to the satisfaction of the following conditions at or before such closing: (a) Guardant shall have obtained any waivers or consents necessary or advisable with respect to any agreement that may prohibit or restrict the ability of Guardant to purchase such Shares in accordance with the terms hereof; (b) no judgment, decree, order or resolution shall have been issued by a court of competent jurisdiction that prohibits consummation of the purchase and sale of the Shares; and (c) SoftBank and each of its Affiliates, as applicable, shall have delivered to Guardant each of the items to be delivered by them under clause 15.4.

(b) The obligation of SoftBank and each of its Affiliates, as applicable, to consummate the sale of Shares pursuant to this clause 15 shall be subject to the satisfaction of the following conditions at or before such closing: (a) SoftBank and each of its Affiliates, as applicable, shall have obtained any waivers or consents necessary or advisable with respect to any agreement that may prohibit or restrict their ability to sell such Shares in accordance with the terms hereof; (b) no judgment, decree, order or resolution shall have been issued by a court of competent jurisdiction that prohibits consummation of the purchase and sale of the Shares; and (c) Guardant shall have delivered to SoftBank and each of its Affiliates, as applicable, each of the items to be delivered by it under clause 15.4.

16. TERMINATION

16.1 Effectiveness; Termination. This Agreement shall become effective on the Effective Date, and subject to clause 16.2, this agreement shall terminate:

(a) when one party (including all transferees of such party) ceases to hold any Shares;or

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(b) when a resolution is passed by Shareholders or creditors, or an order is made by a court or other competent body or person instituting a process that will lead to the JV being wound up and its assets being distributed among the JV’s creditors, Shareholders or other contributors; or

(c) upon the written election of the Second Party delivered to the First Party, in the event of a Shareholder Insolvency Event.

16.2 Survival. On termination of this agreement, the following clauses shall continue in force:

(a) clause 1 (Interpretation);

(b) this clause;

(c) clause 18 (Confidentiality); and

(d) clause 20 (Miscellaneous).

16.3 Effect of Termination. Termination of this agreement shall not affect any rights, remedies, obligations, or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination.

16.4 Certain Covenants. Where the JV is to be wound up and its assets distributed, the parties shall agree a suitable basis for dealing with the interests and assets of the JV and shall endeavour to ensure that, before dissolution:

(a) all existing contracts of the JV are performed to the extent that there are sufficient resources;

(b) the JV shall not enter into any new contractual obligations; and

(c) the JV’s assets are distributed as soon as practicable.

17. STATUS OF AGREEMENT

17.1 Exercise of Voting Rights. Each party shall, to the extent that it is able to do so, exercise all its voting rights and other powers in relation to the JV to procure that the provisions of this agreement are properly and promptly observed and given full force and effect according to the spirit and intention of this agreement. The parties shall, when necessary, exercise their powers of voting and any other rights and powers they have to amend, waive or suspend a conflicting provision in the constitutional documents of the JV to the extent necessary to permit the JV and its Business to be administered as provided in this agreement.

17.2 Controlling Agreement. If there is an inconsistency between any of the provisions in this agreement and the provisions of the constitutional documents of the JV, the provisions of this agreement shall prevail as between the parties.

18. CONFIDENTIALITY

18.1 Confidential Information. In this clause “Confidential Information” means any information (however recorded or preserved) which:

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(a) either party may have or acquire (whether before or after the date of this agreement) in relation to the customers, suppliers, business, assets or affairs or plans, intentions or market opportunities and the operations, processes, product information, know-how, designs, or trade secrets of the JV; or

(b) either party or any of its Affiliates may have or acquire (whether before or after the date of this agreement) in relation to the customers, suppliers, business, assets or affairs or plans, intentions or market opportunities and the operations, processes, product information, know-how, designs, or trade secrets of the other party or any of its Affiliates, as a consequence of the negotiations relating to this agreement or any other agreement or document referred to in this agreement or the performance of this agreement or any other agreement or document referred to in this agreement; or

(c) relates to the contents of this agreement (or any agreement or arrangement entered into pursuant to this agreement),

but excludes the information in clause 18.2.

18.2 Excluded Information. Information is not Confidential Information if:

(a) it is or becomes generally available to the public (other than as a result of its disclosure in breach of this agreement); or

(b) a party can establish to the reasonable satisfaction of the other party that it found out the information from a person not connected with the other party or any of its Affiliates and that such person is not under any obligation of confidence in respect of the information; or

(c) a party can establish to the reasonable satisfaction of the other party that the information was known to the first party before the date of this agreement and that it was not under any obligation of confidence in respect of the information; or

(d) the parties agree in writing that it is not confidential.

18.3 Non-Disclosure and Non-Use. Each party shall at all times keep confidential (and shall ensure that its employees, agents, Affiliates and the employees and agents of such Affiliates, and the JV shall keep confidential) any Confidential Information and shall not use such Confidential Information except for the purpose of exercising or performing its rights and obligations under this agreement, and shall not disclose such Confidential Information except:

(a) to its Affiliates or to the other party and/or its Affiliates, or to a party’s professional advisers where such disclosure is for a purpose related to the operation of this agreement; or

(b) with the written consent of such of the JV or the party or any of its Affiliates that the information relates to; or

(c) as may be required by law or by the rules of any recognised stock exchange, or governmental or other regulatory body or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible; or

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(d) to any tax authority to the extent reasonably required for the purposes of the tax affairs of the party concerned or any of its Affiliates.

18.4 Disclosure to Representatives. Each party shall inform (and shall use all reasonable efforts to procure that any of its Affiliates and the JV shall inform) any officer, employee or agent or any professional adviser advising it in relation to the matters referred to in this agreement, or to whom it provides Confidential Information, that such information is confidential and shall require them:

(a) to keep it confidential; and

(b) not to disclose it to any third party (other than those persons to whom it has already been disclosed in accordance with the terms of this agreement).

18.5 Return of Confidential Information. On termination of this agreement, each party shall (and shall use all reasonable efforts to procure that its Affiliates, and its officers and employees and those of its Affiliates and the JV shall):

(a) return to the other party all documents and materials (and any copies) containing, reflecting, incorporating or based on the other party’s Confidential Information; and

(b) erase all the other party’s Confidential Information from computer and communications systems and devices used by it, including such systems and data storage services provided by third parties (to the extent technically practicable),

provided that a recipient party (and / or the JV, as the case may be) may retain documents and materials containing, reflecting, incorporating or based on the other party’s Confidential Information to the extent required by law or any applicable governmental or regulatory authority.

18.6 Survival. The provisions of this clause 18 shall continue to apply after termination of this agreement for any cause.

19. ANNOUNCEMENTS

19.1 Publicity. Subject to clause 19.2, neither party shall make, or permit any person to make, any public announcement, communication, or circular (the “Announcement”) concerning this agreement without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed). The parties shall consult together on the timing, contents, and manner of release of any Announcement. On the signing of this agreement the parties shall issue a joint announcement about the formation of the JV in agreed form.

19.2 Required Disclosure. Where an Announcement is required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange), or by any court or other authority of competent jurisdiction, the party required to make the Announcement shall be permitted to do so, but shall promptly notify the other party.

20. MISCELLANEOUS

20.1 Representations and Warranties. Each party warrants and represents to the other that, at the date of this agreement, the JV has not carried on any business, has no assets or liabilities, has no employees, and is not a party to any contracts, except as necessary to comply with clause 5.

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20.2 Further Assurances. Without prejudice to clause 5, at its own expense each party shall, and shall use all reasonable efforts to procure that any necessary third party shall, promptly execute and deliver such documents and perform such acts as the other party may reasonably require from time to time for the purpose of giving full effect to this agreement.

20.3 Assignment and Other Dealings.

(a) Subject to clauses 20.3(b) and (c), neither party shall assign its rights or delegate its obligations under this agreement without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed).

(b) SoftBank may, without obtaining Guardant’s consent, assign this agreement to any successor to all or substantially all of SoftBank’s assets to which this agreement relates, whether by merger, acquisition, consolidation, sale of shares, sale of assets, or otherwise, provided that [***]. Prior to Closing, SoftBank may determine that the JV should be funded by, and the SoftBank Shares should be issued to, an Affiliate of SoftBank, in which case SoftBank may elect to assign this agreement to such Affiliate, such assignment to be effective prior to Closing, provided: (i) that [***] and (ii) [***]. In the event of any assignment or transfer permitted by either of the immediately preceding sentences, the assignee shall be deemed “SoftBank” for the purposes of this agreement; provided, however, that such assignment or transfer shall be contingent upon such assignee providing a written instrument to the JV notifying the JV of such assignment or transfer and agreeing in writing to be bound by the terms of this agreement.

(c) Guardant may, without obtaining SoftBank’s consent, assign this agreement to any successor to all or substantially all of Guardant’s assets to which this agreement relates, whether by merger, acquisition, consolidation, sale of shares, sale of assets, or otherwise, provided that (i) [***] and (ii) [***]. In the event of any assignment or transfer permitted by the immediately preceding sentence, the assignee shall be deemed “Guardant” for the purposes of this agreement; provided, however, that such assignment or transfer shall be contingent upon the assignor providing SoftBank with prior written notice of no less than five (5) Business Days of its intent to make such assignment or transfer and such assignee providing a written instrument to the JV notifying the JV of such assignment or transfer and agreeing in writing to be bound by the terms of this agreement.

(d) Any assignment not in accordance with this clause 20.3 shall be void and of no effect.

(e) Each party confirms that it is acting on its own behalf and not for the benefit of any other person.

20.4 Entire Agreement. The parties agree that this agreement (together with the Ancillary Agreements) constitutes the entire agreement between the parties and supersede and extinguish all previous arrangements, understandings or agreements between them relating to their subject matter, including the Non-Disclosure Agreement entered into by and between SB Group US, Inc. and Guardant dated January 11, 2016 (for the purposes of this clause, the “Non-Disclosure Agreement”), provided that such Non-Disclosure Agreement will continue to govern any disclosures occurring prior to the Effective Date, and any information deemed to be “Confidential Information” thereunder shall be deemed to be Confidential Information hereunder and protected under the terms of this agreement from and including the Effective Date. Each party acknowledges that in entering into this agreement (and any documents referred to in it), it does not rely on, and

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shall have no remedies in respect of, any statement, representation, assurance, or warranty that is not set out in this agreement or those documents. Nothing in this clause shall limit or exclude any liability for fraud.

20.5 Variation and Waiver. No variation of this agreement shall be effective unless it is in writing and signed by the parties. A waiver of any right or remedy under this agreement or by law is only effective if it is given in writing and is signed by the person waiving such right or remedy. Any such waiver shall apply only to the circumstances for which it is given and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by any person to exercise any right or remedy provided under this agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy. A person that waives any right or remedy provided under this agreement or by law in relation to one person, or takes or fails to take any action against that person, does not affect its rights or remedies in relation to any other person.

20.6 Costs. Except as expressly provided in this agreement, each party shall pay its own costs and expenses incurred in connection with the negotiation, preparation, execution, and performance of this agreement (and any documents referred to in it).

20.7 No Partnership or Agency. Nothing in this agreement is intended to, or shall be deemed to, establish any partnership between the parties (other than for U.S. federal, state, and local income tax purposes if Annex A applies), or constitute any party the agent of another party.

20.8 Good Faith. All transactions entered into between either party (or any Affiliate of a party) and the JV shall be conducted in good faith and on the basis set out or referred to in this agreement or, if not provided for in this agreement, as may be agreed by the parties and, in the absence of such agreement, on an arm’s length basis. Each party shall at all times act in good faith towards the other and shall use all reasonable efforts to ensure that this agreement is observed. Each party shall do all things necessary and desirable to give effect to the spirit and intention of this agreement.

20.9 Notices. A notice given to a party under or in connection with this agreement

(a) shall be in writing in the English language;

(b) shall be signed by or on behalf of the party giving it;

(c) shall be sent to the relevant party for the attention of the contact and to the address specified in this clause, or such other address or person as that party may notify to the other in accordance with the provisions of this clause; and

(d) shall be:

(i) delivered by hand; or

(ii) sent by confirmed electronic mail; or

(iii) sent by airmail or by reputable international overnight courier (if the notice is to be served by post to an address outside the country from which it is sent).

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The addresses and fax numbers for service of notices are:

If to SoftBank Group Capital Limited:

1 Circle Star Way

San Carlos, CA 94070

for the attention of: [***]electronic mail: [***]

with a copy to:

DLA Piper LLP (US)2000 University AveEast Palo Alto, California 94043

for the attention of: [***]electronic mail: [***]

If to Guardant Health, Inc.:

505 Penobscot DriveRedwood City, California 94063

for the attention of: [***]electronic mail: [***]

with a copy to:

Latham and Watkins LLP650 Town Center Dr, Costa Mesa, California 92626

for the attention of: [***]electronic mail: [***]

If to the JV:

[Contact to be decided and notified to the parties after formation of the JV]

with copies to:

DLA Piper LLP (US)2000 University AveEast Palo Alto, California 94043

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for the attention of: [***]electronic mail: [***]

and

Latham and Watkins LLP650 Town Center Dr, Costa Mesa, California 92626

for the attention of: [***]electronic mail: [***]

A party may change its details for service of notices as specified in this clause by giving notice to the other party. Any change notified pursuant to this clause shall take effect at 9.00 am on the later of: the date (if any) specified in the notice as the effective date for the change; and five (5) Business Days after deemed receipt of the notice. Delivery of a notice is deemed to have taken place (provided that all other requirements in this clause have been satisfied):

(e) if delivered by hand, on signature of a delivery receipt; or

(f) if sent by fax, at the time of transmission; or

(g) if sent by reputable international overnight courier to an address outside the country from which it is sent, on signature of a delivery receipt; and

(h) if deemed receipt under the previous paragraphs of this clause would occur outside business hours (meaning 9.00 am to 5.30 pm Monday to Friday on a Business Day), at 9.00 am on the day when business next starts in the place of deemed receipt. For the purposes of this clause, all references to time are to local time in the place of deemed receipt.

20.10 Severability. If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement. If one party gives notice to the other of the possibility that any provision or part-provision of this agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid, and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

20.11 Survival. This agreement (other than obligations that have already been fully performed) remains in full force after Closing.

20.12 Third Party Beneficiaries. This agreement is made for the benefit of the parties and their successors and permitted assigns and is not intended to benefit, or be enforceable by, anyone else.

20.13 Counterparts. This agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement. No counterpart shall be effective until each party has executed at least one counterpart.

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20.14 Remedies Cumulative. Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

20.15 Language. If this agreement is translated into any language other than English, the English language version shall prevail.

20.16 Governing Law. This agreement is governed by, and all disputes arising under or in connection with this agreement shall be governed by, and construed in accordance with the laws of the state of New York (to the exclusion of its conflict of laws rules), except that clause 20.17 and any arbitration hereunder shall be governed by the Federal Arbitration Act, Chapters 1 and 2.

20.17 Dispute Resolution. The Parties shall first attempt in good faith to resolve any dispute by negotiation and consultation between themselves.  In the event that any dispute is not resolved within thirty (30) days after one Party provides notice to the other Party of such Dispute (a “Dispute Notice”), alldisputes arising out of or relating to this agreement (including its conclusion, interpretation, performance, breach, termination, or invalidity) shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by three (3) arbitrators appointed in accordance with the said Rules. Judgment may be entered in any court having jurisdiction thereof.The place of arbitration shall be New York, New York. The language of the arbitration shall be English. The arbitrators shall award to the prevailing party, if any, as determined by the arbitrators, its attorneys’ fees and costs. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

[Signature Page follows]

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Schedule A

Matters Reserved for Shareholder Approval

1. Any issuance, purchase or redemption by the JV of any of its Shares or securities convertible into, or carrying a right of subscription in respect of, such Shares (other than (a) in connection with the repurchase of Shares from employees, officers, directors, consultants or other service providers pursuant to agreements providing for such repurchase upon termination of employment or service to the JV, or (b) any Shares issued to the management and / or employees of the JV pursuant to an equity incentive plan adopted in accordance with clause 8.2)).

2. Altering the name of the JV or altering in any respect any constitutional documents of the JV or the rights attaching to any of the Shares in the JV.

3. Engaging in a JV Change of Control.

4. Unless required by applicable law, commencing any voluntary liquidation or any filing of any petition in bankruptcy by (or decision not to oppose any similar petition filed by a third party in respect of) the JV or any determination to dissolve and wind up the affairs of the JV.

5. Adopting or amending any Share incentive plan.

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Schedule B

Tests

Guardant 360

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IN WITNESS WHEREOF the parties have caused this agreement to be executed by their authorized representatives and entered into on the date stated at the beginning of it.

Signed by	Jonathan Bullock	(Name)	/s/ Jonathan Bullock
for and on behalf of SoftBank Group Capital Limited			Director(Title)
Signed by	Helmy Eltoukhy	(Name)	/s/ Helmy Eltoukhy
for and on behalf of Guardant Health, Inc.			Chief Executive Officer (Title)

[***] 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.

Annex A

U.S. Tax Provisions

This Annex A sets forth principles under which items of income, gain, loss, deduction and credit of the JV shall be allocated among the Shareholders solely for U.S. federal, state and local income tax purposes. This Annex A also provides for (i) the determination and maintenance of capital accounts, generally in accordance with Treasury Regulations promulgated under Code Section 704(b) and shall be read and interpreted consistent with such purpose and (ii) certain other elections and covenants of the Shareholders that relate to and affect U.S. tax matters. This Annex A shall apply only if JV elects to be treated as a partnership for U.S. federal income tax purposes in accordance with clause 9.7(b)(i) of this agreement. Capitalized terms not otherwise defined in this Annex A shall have the meanings given in clause 1 of this agreement. Unless otherwise expressly indicated, clause references in this Annex A shall refer to the applicable numbered clause of this Annex A, and not to the same numbered clause in this agreement.

1. INTERPRETATION

1.1 The following definitions apply in this Annex A:

“Book Value” means, with respect to any JV property, the JV's adjusted basis for U.S. federal income tax purposes, adjusted from time to time to reflect the adjustments required or permitted by Treasury Regulation Sections 1.704‑l(b)(2)(iv)(d)‑(g) (provided that, in the case of permitted adjustments, the JV chooses to make such adjustments); provided that the Book Value of any asset contributed to the JV (or deemed to be contributed to the JV) shall be equal to the fair market value (as determined by the Board in its good faith reasonable judgment); provided further that the Book Value of assets contributed to the JV as part of a Shareholder's initial Capital Contribution shall be reflected in the opening Capital Accounts.

“Capital Contribution” means a contribution made (or deemed made under Treasury Regulation Section 1.704‑1(b)(2)(iv)(d)) by a Shareholder to the capital of the JV, whether in cash, in other property or otherwise. The amount of any Capital Contribution shall be the amount of cash and the fair market value of any other property so contributed (as determined by the Board in its reasonable good faith judgment), in each case net of any liabilities assumed by the JV from such Shareholder in connection with such contribution and net of any liabilities to which assets contributed by such Shareholder in respect thereof are subject.

“JV Minimum Gain” has the meaning set forth in Treasury Regulation Sections 1.704-2(b)(2) and 1.704-2(d)(1) for the phrase “partnership minimum gain.”

“Losses” for any period means all items of JV loss, deduction and expense for such period determined in accordance with clause 2.2.

“Nonrecourse Deductions” has the meaning set forth in Treasury Regulation Section 1.704‑2(b)(1).

“Profits” for any period means all items of JV income and gain for such period determined in accordance with clause 2.2.

“Shareholder Nonrecourse Debt Minimum Gain” has the meaning set forth for “partner nonrecourse debt minimum gain” in Treasury Regulation Section 1.704‑2(i).

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“Shareholder Nonrecourse Debt” has the meaning set forth in Treasury Regulation Section 1.704-2(b)(4) for the phrase “partner nonrecourse debt.”

“Shareholder Nonrecourse Deductions” has the meaning set forth for “partner nonrecourse deductions” in Treasury Regulation Section 1.704‑2(i).

2. MAINTENANCE OF CAPITAL ACCOUNTS

2.1 Establishment and Determination of Capital Accounts. A capital account (“Capital Account”) shall be established for each Shareholder in accordance with the Treasury Regulations under Section 704(b) of the Code. In accordance with such Treasury Regulations, the Capital Account of each Shareholder shall be (i) increased by any Capital Contributions made by such Shareholder and such Shareholder's share of items of income and gain allocated to such Shareholder pursuant to clause 3 and (ii) decreased by such Shareholder's share of items of loss, deduction and expense allocated to such Shareholder pursuant to clause 3 and any distributions to such Shareholder of cash or the fair market value of any other property (as determined by the Board in its reasonable good faith judgment and net of liabilities assumed by such Shareholder and liabilities to which such property is subject) distributed to such Shareholder. Any references in this agreement to the Capital Account of a Shareholder shall be deemed to refer to such Capital Account as the same may be increased or decreased from time to time as set forth above.

2.2 Computation of Amounts. For purposes of computing the amount of any item of income, gain, loss, deduction or expense to be reflected in Capital Accounts, the determination, recognition and classification of each such item shall be the same as its determination, recognition and classification for U.S. federal income tax purposes; provided that:

(a) The computation of all items of income, gain, loss and deduction shall include those items described in Code Section 705(a)(l)(B) or Code Section 705(a)(2)(B) and Treasury Regulation Section 1.704‑1(b)(2)(iv)(i), without regard to the fact that such items are not includable in gross income or are not deductible for U.S. federal income tax purposes.

(b) If the Book Value of any property is adjusted pursuant to Treasury Regulation Section 1.704‑1(b)(2)(iv)(e) or (f), the amount of such adjustment shall be taken into account as gain or loss from the disposition of such property.

(c) Items of income, gain, loss or deduction attributable to the disposition of property having a Book Value that differs from its adjusted basis for tax purposes shall be computed by reference to the Book Value of such property.

(d) Items of depreciation, amortization and other cost recovery deductions with respect to property having a Book Value that differs from its adjusted basis for tax purposes shall be computed by reference to the property's Book Value in accordance with Treasury Regulation Section 1.704‑1(b)(2)(iv)(g).

(e) To the extent an adjustment to the adjusted tax basis of any asset pursuant to Code Sections 732(d), 734(b) or 743(b) is required, pursuant to Treasury Regulation Section 1.704‑1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis).

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(f) To the extent that the JV distributes any asset in kind to the Shareholders, the JV shall be deemed to have realized gain or loss thereon in the same manner as if the JV had sold such asset for an amount equal to the fair market value (as determined by the Board in its reasonable good faith judgment) of such asset or, if greater and otherwise required by the Code, the amount of debts to which such asset is subject.

2.3 Negative Capital Accounts. No Shareholder shall be required to pay to any other Shareholder or the JV any deficit or negative balance which may exist from time to time in such Shareholder's Capital Account (including upon and after the dissolution of the JV).

2.4 Transfer of Capital Accounts. The original Capital Account established for each transferee Shareholder shall be in the same amount as the Capital Account of the transferring Shareholder (or portion thereof) to which such transferee Shareholder succeeds, at the time such transferee Shareholder acquires any Shares of the transferring Shareholder to which such transferee Shareholder succeeds in accordance with this agreement. The Capital Account of any Shareholder whose interest in the JV shall be increased or decreased by means of (i) the transfer to such Shareholder of all or part of the Shares of another Shareholder or (ii) the repurchase by the JV of any Shares from such Shareholder shall be appropriately adjusted to reflect such transfer or repurchase. Any reference in this agreement to a Capital Contribution of or distribution to a Shareholder that has succeeded any other Shareholder as a transferee shall include any Capital Contributions or distributions previously made by or to the former Shareholder with respect to the Shares of such former Shareholder transferred to such Shareholder.

2.5 Adjustments to Book Value. In the Board's discretion, the JV may adjust the Book Value of its assets to fair market value in accordance with Treasury Regulation Section 1.704‑1(b)(2)(iv)(f) including as of the following times: (i) in connection with the issuance of Shares; (ii) in connection with the Distribution by the JV to a Shareholder of more than a de minimis amount of the JV's assets, including money, if as a result of such Distribution, such Shareholder's interest in the JV is reduced; and (iii) the liquidation of the JV within the meaning of Treasury Regulation Section 1.704‑1(b)(2)(ii)(g). Any such increase or decrease in Book Value of an asset shall be allocated as a Profit or Loss to the Capital Accounts of the Shareholders under clause 3.1 (determined immediately prior to the issuance of new Shares).

3. ALLOCATIONS

3.1 Allocation of Profits and Losses. Except as otherwise provided in clause 3.2, Profits and Losses for any Fiscal Year shall be allocated among the Shareholders in such manner that, as of the end of such Fiscal Year, the sum of (i) the Capital Account of each Shareholder, (ii) such Shareholder's share of minimum gain (as determined according to Treasury Regulation Section 1.704‑2(g)) and (iii) such Shareholder's Shareholder Nonrecourse Debt Minimum Gain shall be equal to the respective net amounts, positive or negative, which would be distributed to them or for which they would be liable to the JV under this agreement, determined as if the JV were to (A) liquidate all of the assets of the JV for an amount equal to their Book Value, pay off any JV liabilities and (B) distribute the remaining proceeds in liquidation.

3.2 Special Allocations. The following special allocations shall be made in the following order and priority:

(a) Loss attributable to Shareholder Nonrecourse Debt shall be allocated in the manner required by Treasury Regulation Section 1.704‑2(i). If there is a net decrease during a Fiscal Year

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in Shareholder Nonrecourse Debt Minimum Gain, Profits for such Fiscal Year (and, if necessary, for subsequent Fiscal Years) shall be allocated to the Shareholders in the amounts and of such character as determined according to, and subject to the exceptions contained in, Treasury Regulation Section 1.704‑2(i)(4). This clause 3.2(a) is intended to be a “partner nonrecourse debt minimum gain chargeback” provision that complies with the requirements of Treasury Regulation Section 1.704‑2(i)(4) and shall be interpreted consistently therewith.

(b) If there is a net decrease in JV Minimum Gain during any Fiscal Year, each Shareholder shall be allocated Profits for such Fiscal Year (and, if necessary, for subsequent Fiscal Years) in the amounts and of such character as determined according to, and subject to the exceptions contained in, Treasury Regulation Section 1.704‑2(f). This clause 3.2(b) is intended to be a “minimum gain chargeback” provision that complies with the requirements of Treasury Regulation Section 1.704‑2(f) and shall be interpreted consistently therewith.

(c) Shareholder Nonrecourse Deductions for any Fiscal Year shall be allocated in the manner required by Treasury Regulation Section 1.704‑2(i). Nonrecourse Deductions for any Fiscal Year shall be allocated to the Shareholders in the same manner any Profits are or would be allocated in such Fiscal Year.

(d) If any Shareholder who unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation Section 1.704‑1(b)(2)(ii)(d)(4), (5), and (6) has an adjusted capital account deficit (determined according to Treasury Regulation Section 1.704‑1(b)(2)(ii)(d)) as of the end of any Fiscal Year, then Profits for such Fiscal Year shall be allocated to such Shareholder in proportion to, and to the extent of, such adjusted capital account deficit. This clause 3.2(d) is intended to be a “qualified income offset” provision as described in Treasury Regulation Section 1.704‑1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

(e) Profits and Losses described in clause 2.2(e) shall be allocated in a manner consistent with the manner that the adjustments to the Capital Accounts are required to be made pursuant to Treasury Regulation Sections 1.704‑1(b)(2)(iv)(j),(k) and (m).

(f) The allocations described in clauses 3.2(a), 3.2(b), 3.2(c), 3.2(d) and 3.2(e) hereof (the “Regulatory Allocations”) are intended to comply with certain requirements of Sections 1.704‑1(b) and 1.704‑2 of the Treasury Regulations and as such may not be consistent with the manner in which the Shareholders intend to allocate items of income, gain, loss, deduction and expense or make distributions. Accordingly, notwithstanding other provisions of this clause 3.2, but subject to the requirements of the Treasury Regulations, items of income, gain, loss, deduction and expense in subsequent Fiscal Years shall be allocated among the Shareholders in such a way as to reverse as quickly as possible the effects of the Regulatory Allocations and thereby cause the respective Capital Accounts of the Shareholders to be in the amounts they would have been if Profit and Loss (and such other items of income, gain, deduction and loss) had been allocated without reference to the Regulatory Allocations.

3.3 Tax Allocations; Code Section 704(c).

(a) The income, gains, losses, deductions and expenses of the JV shall be allocated, for U.S. federal, state and local income tax purposes, among the Shareholders in accordance with the allocation of such income, gains, losses, deductions and expenses among the Shareholders

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for purposes of computing their Capital Accounts, except that if any such allocation is not permitted by the Code or other applicable law, the JV's subsequent income, gains, losses, deductions and expenses shall be allocated among the Shareholders so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts.

(b) In accordance with Code Section 704(c) and the Treasury Regulations thereunder, items of income, gain, loss, deduction and expense with respect to any property contributed to the capital of the JV shall, solely for tax purposes, be allocated among the Shareholders so as to take account of any variation between the adjusted basis of such property to the JV for U.S. federal income tax purposes and its Book Value at the time of contribution. The Board shall adopt any method approved under Code Section 704(c) and the Treasury Regulations thereunder for taking into account any such variation.

(c) If the Book Value of any JV asset is adjusted pursuant to Treasury Regulation Section 1.704‑1(b)(2)(iv)(e) or (f), subsequent allocations of items of taxable income, gain, loss, deduction and expense with respect to such asset shall take account of any variation between the adjusted basis of such asset for U.S. federal income tax purposes and its Book Value. The Board shall be entitled to adopt any method permissible under Code Section 704(c) and the Treasury Regulations thereunder for taking into account any such variation.

(d) Allocations pursuant to this clause 3.3(d) are solely for purposes of U.S. federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any Shareholder's Capital Account or share of Profits, Losses, other items or distributions pursuant to any provisions of this agreement.

4. TAX RETURNS AND ELECTIONS

4.1 Tax Returns. The Board shall cause to be prepared and filed all necessary U.S. federal, state or local income tax returns for the JV. Each Shareholder shall furnish to the Board all pertinent information in its possession relating to JV operations or business that is necessary to enable the JV's income tax returns to be prepared and filed. With respect to any year in which the JV realizes taxable income, gain, loss or deduction for U.S. federal income tax purposes, the JV shall use reasonable efforts to provide each U.S. shareholder with an Internal Revenue Service Schedule K-1 (or equivalent substitute) prepared under the supervision of the Board and consistent with the provisions of this Annex A.

4.2 Tax Matters Partner. Guardant shall be designated as and shall serve as the initial “Tax Matters Partner” (as defined in Code Section 6231), to oversee or handle matters relating to the taxation of the JV, and as the Tax Matters Partner, such Person shall have the right and obligation to take all actions authorized and required, respectively, by the Code for the Tax Matters Partner. Successor Tax Matters Partners may be designated by Guardant. The Tax Matters Partner shall be entitled to reimbursement for its reasonable out-of-pocket costs and expenses incurred by the Tax Matters Partner on behalf of the JV (as determined by the Board). For any tax years for which the provisions of the Title XI Partnership Audit Provisions are effective, the provisions in this clause 4.2 relating to the Tax Matters Partner shall apply to the “partnership representative” within the meaning of Code Section 6223 (as in effect for the relevant tax year).

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Tax Elections. Subject to clause 9.7(b)(i) of this agreement, the Board, in its sole discretion, may make or revoke any available election under the Code or the Treasury Regulations issued thereunder (including for this purpose any new or amended Treasury Regulations issued after the date of formation of the JV).

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EX-10.6

Exhibit 10.6

[***] 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.

PATENT LICENSE AGREEMENT

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.”

BACKGROUND

WHEREAS, KeyGene is a biotechnology company active in the field of plant biotechnology, genomics and phenomics and has proprietary expertise related to next generation sequencing technologies;

WHEREAS, Licensee is a developer and marketer of liquid biopsy products and services, including GuardantHealth360®;

WHEREAS, KeyGene and Licensee wish and agree to enter into this Agreement relating to KeyGene Technology;

Now, THEREFORE, in consideration of the foregoing premises and the mutual covenants set forth below, and for other good and valuable consideration, the receipt of which is hereby acknowledged, KeyGene and Licensee hereby agree as follows:

ARTICLE 1

DEFINITIONS

The following initially capitalized terms, either in plural or singular form, have the following meanings (and derivative forms of them shall be interpreted accordingly):

1.1“Affiliate”means an entity that, directly or indirectly, through one or more intermediaries, is controlled by a Party. For this purpose, “control” means the ownership of more than fifty percent (50%) of the voting securities entitled to elect the directors or management of the entity, or the actual power to elect or direct the management of the entity.

1.2“Agreement” has the meaning set forth in the recitals.

1.3“Confidential Information”has the meaning set forth in Section 6.1(a) (General Confidentiality Obligations).

1.4“Contract Year’’ shall mean each successive twelve (12) months period commencing on the Effective Date or an anniversary thereof. Contract Year 1 starts on the Effective Date.

1.5“Dispute”has the meaning set forth in Section 9.3 (Dispute Resolution)

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1.6“Effective Date”shall mean 1 January 2017.

1.7“Field ofUse”shall mean [***] in connection with (i) [***] or (ii) [***]. For clarity, [***].

1.8“KeyGene Technology” shall mean the [***] Technology

1.9“[***] Technology”shall mean KeyGene’s proprietary technology for [***].

1.10“Licensed Activity”shall mean any activity that is covered by at least one issued claim of the Patents in the applicable country of manufacturing, marketing, use, sale, or offer for sale. For purposes of clarity, any activity includes to develop, make, have made, import, have imported, use, sell, have sold, offer for sale products, practice any method, process or procedure and otherwise exploit the Patents in the Field of Use.

1.11“Minimum Annual Royalties”shall mean the minimum amount of Royalties per annum as set forth in Section 3.5.

1.12“Net Sales Price”shall mean the [***] of Licensed Activities by Licensee and/or its Affiliates and/or Sublicensees less the following items: a) charges for taxes, including without limitation VAT; and b) discounts and deductions customary in the trade and compliant with U.S. generally accepted accounting principles, consistently applied.

1.13“Non-Licensed Activity”shall mean any activity that is not covered by at least one issued claim of the Patents in the applicable country of manufacturing, marketing, use, sale, or offer for sale. For purposes of clarity, any activity includes to develop, make, have made, import, have imported, use, sell, have sold, offer for sale products, practice any method, process or procedure and otherwise exploit the Patents in the Field of Use.

1.14“Patents”shall mean: (i) the [***] patents and patent applications as listed in Annex A; (ii) continuations, continuations-in-parts, divisionals, reissues, reexaminations, and foreign counterparts of the patents set forth in Annex A; and (iii) any U.S. or foreign patents or patent applications claiming priority from any of the patents or patent applications set forth in (i) or (ii) or from which any of the patents or patent applications set forth in (i) or (ii) claim priority.

1.15“Patent Challenge”shall mean any judicial or administrative proceeding in which a Patent’s validity or enforceability is challenged.

1.16“PreferredStock”means non-participating series D preferred stock in the Licensee, where the value of each share is $7.4767.

1.17“Signing Fee”shall mean the non-creditable, non-refundable, one-time access fee payable on the Effective Date of this Agreement by Licensee to KeyGene.

1.18“Sublicensees”shall mean any entity who enters into an agreement with Licensee or its Affiliates pursuant to Article 5 of this Agreement.

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1.19“Sublicense Revenues”shall mean the total amount of [***] received by Licensee and/or its Affiliates, [***], from Sublicensees in consideration for a grant by Licensee of a sublicense under the Patents pursuant to Article 5 of this Agreement, other than (i) [***], and (ii) payments in the form of [***] to the extent [***].

1.20“Territory”shall mean [***].

ARTICLE 2

LICENSES.

2.1Exclusive License.KeyGene hereby grants to Licensee and its Affiliates and Licensee hereby accepts for itself and its Affiliates an exclusive, non-transferable license under the Patents in the Territory, in the Field of Use, with a right to grant a Sublicense in accordance with the terms of Article 5.

2.2No Implied Licenses.Other than the licenses explicitly set forth in this Article 2 (Licenses), neither Party grants any intellectual property licenses, options or assignments to the other Party under this Agreement. This Agreement does not create any implied licenses.

2.3Covenant Not to Exceed License.Licensee hereby covenants that it shall not exceed the scope of the Licenses set forth in this Agreement (or any subsequent agreement between the Parties providing for any additional licenses).

2.4Bankruptcy.KeyGene shall have the right to terminate this Agreement by written notice to Licensee (i) if the Licensee is declared insolvent or bankrupt by a court of competent jurisdiction, (ii) if a voluntary or involuntary petition in bankruptcy is filed in any court of competent jurisdiction against Licensee and such petition is not dismissed within [***] days after filing, (iii) if Licensee makes or executes an assignment of substantially all of its assets for the benefit of creditors, or (iv) substantially all of the assets of Licensee are seized or attached and not released within [***] days thereafter.

ARTICLE 3

FINANCIAL TERMS.

3.1No Shop Fee. Receipt of [***] Euros is hereby acknowledged by KeyGene. This No Shop Fee shall be non-refundable but creditable to the Signing Fee.

3.2Signing Fee. Immediately on the Effective Date, Licensee shall pay KeyGene a Signing Fee of [***] Euros, subject to Licensee’s right to deduct the No Shop Fee from the Signing Fee in accordance with Section 3.1.

3.3Stock Grant.Concurrently with the execution of this Agreement, Licensee will issue to KeyGene a stock certificate evidencing validly issued, fully-paid, non-assessable shares equal to 141,774 shares of Series D Preferred Stock which represents a value of 1,000,000 Euros as of the Effective Date (determined based on the most recent round of financing at $7.4767 per

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share). Such shares of Series D Preferred Stock will be issued in consideration for the benefits provided to Licensee under the Agreement and no additional consideration shall be payable for such shares of Series D Preferred Stock. The stock grant described in this Section 3.3 shall be governed by a Series D Preferred Stock Purchase Agreement in substantially the form attached hereto as Annex B.

3.4Royalty.Licensee shall pay KeyGene a royalty of [***] % of the Net Sales Price of Licensed Activities (the “Royalty”).

3.5Minimum Annual Royalty.In no event shall Licensee pay a Royalty that is less than the Minimum Annual Royalty. The Minimum Annual Royalty per Contract Year shall be defined to be:

•600,000 Euros for Contract Year 1

•1,000,000 Euros for Contract Year 2

•1,250,000 Euros for Contract Years 3, 4 and 5

•1,500,000 Euros for Contract Years 6, 7 and 8

•1,750,000 Euros from Contract Year 9 onwards

Should the Royalties paid under Section 3.4 not be at least the Minimum Annual Royalty amount for that Contract Year, Licensee shall pay KeyGene the difference between the applicable Minimum Annual Royalty and the Royalties paid under Section 3.4 for that Contract Year within sixty (60) days after receipt of a written invoice delivered by KeyGene to Licensee at or after the end of such Contract Year. Licensee’s failure to pay at least the Minimum Annual Royalty for an applicable Contract Year shall be considered a material breach of this Agreement, subject to a notice of material breach and a reasonable cure period.

3.6Milestone Success Fees.Licensee shall pay an amount of [***] Euros upon [***].

3.7Development Milestone Penalties.Licensee shall report in writing to KeyGene the achievement of each event (each, a “Milestone Event”)and pay the corresponding Milestone Penalty (as defined in the table below) to KeyGene, each within thirty (30) days of the applicable date associated with each Milestone Event for failure to meet such Milestone Event. The payment of the applicable Milestone Penalty shall be KeyGene’s sole and exclusive remedy for a failure by Licensee to achieve the corresponding Milestone Event. Provided that Licensee has paid the applicable Milestone Penalty in accordance with the terms and conditions of this Agreement, Licensee shall not be deemed to be in breach of this Agreement for a failure to achieve a Milestone Event. In addition, any efforts of Licensee’s Affiliates and Sublicensees shall be deemed to be the efforts of Licensee for purposes of achieving a Milestone Event.

Milestone Event	Milestone Penalty
[***]	[***]
[***]	[***]
[***]	[***]

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Milestone Penalty payments shall not become due and payable after Licensee has begun making Royalty payments based on the Net Sales Price of Licensed Activities under Section 3.4 above at the Milestone Event dates.

3.8Sublicensing Revenue.In addition to the foregoing, Licensee shall pay KeyGene [***]% of all Licensee or its Affiliates’ Sublicense Revenues. Licensee, its Affiliates, and Sublicensees are prohibited from [***]. In the event of a consideration for a Sublicense or cross license that is non-monetary the Sublicense Revenue shall be calculated based on the fair market value of such consideration. KeyGene’s share of any Sublicense Revenues shall be due within [***] of the entry of a sublicense agreement or the occurrence of an event that triggers a payment in favor of Licensee.

3.9Payments.All Royalties due under this Article 3, unless otherwise specified, shall be paid quarterly within [***] after the end of the relevant calendar quarter for which Royalties are due. All payments due under this Agreement shall be net payments without deduction of any bank or transfer charges, similar charges or withholding taxes. Payments shall be made in

Accountholder’s name:	Keygene N.V Agro Business Park 90 6708 PW Wageningen The Netherlands
Account number:	[***]
Bank name:	[***]
BIC	[***]
VAT number:	[***]
Chamber of Commerce Arnhem:	[***]

3.10Reporting. With respect to each Contract Year, within [***] after the end of the Contract Year, Licensee shall provide to KeyGene a written report stating the number and description of: [***].

3.11Audit Rights.

a) Licensee shall keep [***] records [***].

b) At KeyGene’s expense and no more than [***] per calendar year, KeyGene has the right to retain an independent certified public accountant from a nationally recognized (in the U.S.) accounting firm to perform on behalf of KeyGene an audit, conducted in accordance with U.S. generally accepted accounting principles (GAAP), of such books and records of Licensee as are deemed necessary by the independent public accountant to report on Licensed Activities, Milestone Events and Milestone Penalties, and Sublicense Revenues for the period or periods requested by KeyGene and the correctness of any report or payments made under this Agreement.

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c) If the audit reveals an underpayment, Licensee shall promptly pay to KeyGene the amount of such underpayment plus interest in accordance with Section 3.14 (Late Payments). If the audit reveals that the monies owed by Licensee to KeyGene has been understated by more than [***] for the period audited, Licensee shall, in addition, pay the costs of such audit. If the audit reveals that an overpayment was made, such overpayment shall be fully creditable against amounts payable in subsequent payment periods (or promptly refunded if no such subsequent payments are due).

d) Licensees and Sublicensees shall (i) maintain records [***] to document and verify the [***] payments (including milestones and royalties) to be paid to KeyGene; (ii) provide reports with [***] information to allow such verification; and (iii) allow an independent certified public accountant from a nationally recognized (in the U.S.) accounting firm appointed by KeyGene to verify the payments due on behalf of KeyGene in accordance with Section 3.11(b) (which accountant shall perform such audit on behalf of Licensee for the benefit of KeyGene in the case of records maintained by Sublicensees). All reports and information provided by or on behalf of Licensee pursuant to Sections 3.10 and 3.11 shall be deemed to be Licensee’s Confidential Information.

3.12Foreign Exchange.If any currency conversion shall be required in connection with the calculation of amounts payable under this Agreement, such conversion shall be made using the exchange rates reported on the fifth (5th) business day prior the payment due date as published by Oanda on www.oanda.com/currency/converter. With any payment in relation to which a currency conversion is performed to calculate the amount of payment due, Licensee shall provide to KeyGene a [***] copy of the exchange rates used in such calculation.

3.13Non-refundable, non-creditable payments.Eachpayment that is required under this Agreement is non-refundable and non-creditable, unless expressly stated otherwise in this Agreement.

3.14Late Payments. Any amount owed by Licensee to KeyGene under this Agreement that is not paid within the applicable time period set forth herein will accrue interest at the rate of [***] percent ([***]%) above the then-applicable short-term three-month London Interbank Offered Rate (LIBOR) as quoted in the Wall Street Journal (or if it no longer exists, a similarly authoritative source) calculated on a daily basis, or, if lower, the highest rate permitted under applicable law.

3.15Combination Products.In the event that a Licensed Activity is performed in combination with a Non-Licensed Activity and sold as a single product or service offering at a single price (a “Combination Sale”),the Net Sales Price from such Combination Sales for purposes of calculating the amounts due under this Article 3 shall be calculated for each applicable calendar quarter by multiplying the net sales price (as determined without reference to this paragraph) of the combination by the fraction A/(A + B), where A is the average gross selling price during such calendar quarter of the Licensed Activity when performed separately and B is the average gross selling price during such calendar quarter of the Non-Licensed Activity

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when performed separately, provided that the product of such multiplication shall never fall below A, and provided further that if there is no average gross selling price during such calendar quarter of the Non-Licensed Activity when performed separately, then B goes to zero.

ARTICLE 4

INTELLECTUAL PROPERTY

4.1Ownership.KeyGene retains all ownership in and to the KeyGene Technology or any portion thereof and retains all right, title and interest in and to the Patents, including any KeyGene interest in any intellectual property developed under this Agreement.

4.2KeyGene Technology.Subject to KeyGene’s obligations under Section 4.3 and except as set forth in Section 4.4, KeyGene shall have the sole right (but not the obligation) to file, prosecute, maintain, defend and enforce all Patents.

4.3Requested Filings.In the event Licensee requests KeyGene to file additional applications for patents relating to the [***] Technology (each, a “Requested Filing”):

• KeyGene will file [***] additional patent applications at the request of Licensee as long as such additional applications do not jeopardize the patent term or validity of any Patent at KeyGene’s sole and reasonable discretion, and if so requested by Licensee KeyGene will apply for [***].

• KeyGene shall retain complete and full ownership of all intellectual property rights associated with the Requested Filing or the technology therein.

• KeyGene shall draft and prosecute the requested patent application, taking into account the cooperation and suggestions of Licensee.

• Licensee shall reimburse KeyGene for the reasonable costs and fees associated with the drafting, filing, prosecution, grant and maintenance of such applications (and patents issued therefrom) under this Section 4.3.

4.4Enforcement and Defense. [***] shall have a first right but not an obligation to enforce the Patents against others accused of infringing [***]. [***] shall have a right but not an obligation to bring to the attention of [***] any accused activity that [***]. [***] shall bear the costs and fees associated with any cause of action for patent infringement initiated by [***] hereunder, including any costs and fees associated with an affirmative obligation to defend the Patents in an event of a counterclaim or Patent Challenge brought in district court in response to such action. [***] agrees to provide timely assistance and cooperation to [***] in any such action for infringement of the Patents, including [***]. [***] shall reimburse [***] for all reasonable costs and fees of such assistance and cooperation, including, but not limited to, [***], provided that [***] shall have the right to approve in advance any task or service provided by outside counsel for [***] in such enforcement action, where [***] approval shall not be unreasonably withheld, conditioned, or delayed. In any cause of action for patent infringement initiated by [***] hereunder, including an affirmative obligation to defend the Patents in an event of a counterclaim or Patent Challenge brought in district court in response to such action,

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[***] will have the right to direct and control any such action at its sole and reasonable discretion, including taking the lead in formulating and prosecuting a defense of the Patents, except in certain cases before the United States Patent and Trademark Office, as outlined in Section 4.5, below. If [***] elects in writing not to enforce the Patents hereunder, [***] at its sole discretion and cost, and under its sole control, may initiate an enforcement action against an accused infringer.

4.5If a Patent Challenge is mounted by a third party, whether before the United States Patent and Trademark Office or elsewhere, and such Patent Challenge is either (1) [***], or (2) [***], [***] shall take a lead in formulating and prosecuting a defense of the Patent and shall bear the costs and fees associated with such defense, except in an instance in which a third party mounting an aforementioned Patent Challenge is [***], in which case [***] will take into account the cooperation and suggestions of [***] in defending the Patent, and [***] shall reimburse [***] for all reasonable costs and fees associated with such defense. For an avoidance of doubt, [***] shall not have a right to enforce the Patents against [***] which right remains with [***]. If a Patent Challenge is mounted by a third party, whether before the United States Patent and Trademark Office or elsewhere, and such Patent Challenge is both (1) [***], and (2) [***], [***] shall take a lead in formulating and prosecuting a defense of the Patent and shall bear the costs and fees associated with such defense. [***] will take into account the cooperation and suggestions of [***] in defending the Patent or asserting counterclaims, if any, and [***] shall reimburse [***] for all reasonable costs and fees associated with such defense or enforcement. For the avoidance of doubt, a Patent Challenge is [***] if the Patent Challenge [***].

4.6Enforcement Recovery.Any recovery (including settlements) from any cause of action for patent infringement initiated by [***] hereunder, which exceeds [***] shall not be considered [***] and shall be divided in good faith among the Parties, with [***] receiving [***]% of such recovery and the remainder being retained by [***]. Any recovery (including settlements) from any cause of action for patent infringement initiated by [***] hereunder shall be [***].

4.7Patent Challenges.

a) During the Term, and only to the extent that Patent Challenges are permitted to be restricted under applicable law in the respective jurisdiction, Licensee or its Affiliates will not knowingly engage, participate, request, solicit, financially support any Patent Challenge, or otherwise bring any judicial action or administrative proceeding to challenge a Patent’s validity or enforceability. For clarity, this limitation does not apply to Licensee’s participation in the defense of any Patent as outlined in Sections 4.4-4.5.

b) If, except as permitted by Section 4.7(a), Licensee or its Affiliates engages, participates, requests, solicits, financially supports, or otherwise bring any judicial action or administrative proceeding to challenge a Patent’s validity or enforceability during the Term, Licensee will pay all legal fees, expenses and other costs incurred by KeyGene in or related to such Patent Challenge, irrespective of the outcome of such challenge. In addition Licensee’s financial

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obligations under Section 3.4 (Royalty) and Section 3.5 (Minimum Annual Royalty) shall [***].

c) If, except as permitted by Section 4.7(a), Licensee or any of its Affiliates engages, participates, requests, solicits, financially supports, or otherwise bring any judicial action or administrative proceeding to challenge a Patent’s validity or enforceability during the Term, KeyGene will have the right (but not the obligation) to terminate all rights, and licenses granted to Licensee and its Affiliates under this Agreement immediately upon notice to Licensee.

ARTICLE 5

SUBLICENSING.

5.1Sublicensing.Licensee or its Affiliates may enter into sublicensing agreements, including certain cross licensing arrangements as permitted under Section 3.8, provided that the terms of such sublicensing agreements are entirely consistent with the provisions of this Agreement. However, such sublicensing agreements shall only be effective upon the written approval of KeyGene, where such approval shall not be unreasonably withheld. In addition, fully unredacted executed copies of all sublicensing agreements shall be provided to KeyGene. The Sublicensing Revenue shall be paid to KeyGene in accordance with the payment provisions for Sublicensing Fees.

ARTICLE 6

CONFIDENTIALITY.

6.1General Confidentiality Obligations.

a) Any and all proprietary, non-public information, trade secrets, data, business information, protocols and documents disclosed, orally or otherwise, or submitted in writing or in other tangible form to one Party by the other Party under this Agreement is the “Confidential Information”of the disclosing Party.

b) Each Party shall receive and maintain the other Party’s Confidential Information in strict confidence. Neither Party shall disclose any Confidential Information of the other Party to any third party. Neither Party shall use the Confidential Information of the other Party for any purpose other than as required to perform its obligations or exercise its rights under this Agreement. Each Party may disclose the other Party’s Confidential Information to the receiving Party’s officers, directors, employees, Affiliates, agents, representatives and contractors requiring access thereto for the purposes of this Agreement, provided, however,that prior to making any such disclosures, each such person shall be bound by terms at least as restrictive as those hereof to maintain Confidential Information in confidence and not to use such information for any purpose other than in accordance with the terms and conditions of this Agreement. Each Party agrees to take all steps necessary to ensure that the other Party’s Confidential Information

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shall be maintained in confidence including such steps as it takes to prevent the disclosure of its own proprietary and confidential information of like character. Each Party agrees that this Agreement shall be binding upon its officers, directors, employees, Affiliates, agents, representatives and contractors performing tasks related to the subject matter hereof. Each Party shall take all steps necessary to ensure that its officers, directors, employees, Affiliates, agents, representatives and contractors shall comply with the terms and conditions of this Agreement. The foregoing obligations of confidentiality and non-use shall survive, and remain in effect for a period of [***] from, the termination or expiration of this Agreement in accordance with Article 8 (Term).

6.2Exclusions from Nondisclosure Obligation.The nondisclosure and nonuse obligations in Section 6.1 (General Confidentiality Obligations) shall not apply to that part of the Confidential Information of which the receiving Party can establish by competent written proof that it:

a) was publicly known at the time of disclosure;

b) has become publicly known after disclosure, by publication or otherwise, except by breach of this Agreement by the receiving Party;

c) was in the receiving Party’s lawful possession at the time of disclosure hereunder;

d) was received by such Party from a third party who has the lawful right to disclose the Confidential Information and who shall not have obtained the Confidential Information either directly or indirectly from the disclosing Party; or

e) was independently developed by the receiving Party, without reference to Confidential Information of the disclosing Party.

6.3Required Disclosures.If either Party is required, pursuant to a governmental law, regulation or order, to disclose any Confidential Information of the other Party, the receiving Party (i) shall give advance written notice to the disclosing Party, (ii) shall make a reasonable effort to assist the other Party to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the law or regulation required and (iii) shall use and disclose the Confidential Information solely to the extent required by the law or regulation.

6.4Return of Confidential Information.Promptly after the termination or expiration of this Agreement for any reason, each Party shall return to the other Party all tangible or electronic manifestations of such other Party’s Confidential Information at that time in the possession of the receiving Party. At the request of the Party that is the owner of the Confidential Information, at the termination or expiration of this Agreement, the receiving Party may destroy the Confidential Information instead of returning it.

6.5Marking.To the extent required by law Licensee shall mark and make proper reference to KeyGene’s Patents on publications and offerings of any Licensed Activity.

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ARTICLE 7

REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION.

7.1Mutual Representations.Each of KeyGene and Licensee hereby represents and warrants to the other of them that the representing and warranting Party is duly organized in its jurisdiction of incorporation; that the representing and warranting Party has the full power and authority to enter into this Agreement; that this Agreement is binding upon the representing and warranting Party; that this Agreement has been duly authorized by all requisite corporate action within the representing and warranting Party; and that the execution, delivery’ and performance by the representing and warranting Party of this Agreement and its compliance with the terms and conditions hereof does not conflict with or result in a breach of any of the terms and conditions of or constitute a default under (a) any agreement or other instrument binding or affecting it or its property, (b) the provisions of its bylaws or other governing documents or (c) any order, writ, injunction or decree of any governmental authority entered against it or by which any of its property is bound.

7.2KeyGene Warranties.

a) On the date of signing of this Agreement KeyGene: (i) is the sole and exclusive owner ofall right, title and interest in and to the Patents; (ii) has the right to grant the rights and licenses granted herein, and the Patents are free and clear of any lien, encumbrance, or security interest; (iii) has not previously granted, and will not grant during the Term, any right, license or interest in or to the Patents, or any portion thereof, inconsistent with the rights and licenses granted hereunder to Licensee; and (iv) is not aware of pending actions, lawsuits, claims, or arbitration proceedings in any way relating to the Patents.

b) KeyGene makes no other warranties including as to the scope, validity, or enforceability of any Patent. In addition KeyGene makes no warranties regarding the fitness of the subject matter of this Agreement for a particular purpose or merchantability.

7.3Warranty by Licensee.Licensee represents and warrants that it shall comply with any and all applicable laws, regulations and regulatory requirements and shall comply with all permits and authorizations, which may be required.

7.4Indemnification.

a) By Licensee.Except with respect to any damages arising from gross negligence or willful misconduct of KeyGene, Licensee shall indemnify, defend and hold harmless KeyGene from and against any and all claims, suits, losses, damages, costs, fees and expenses incurred by KeyGene and other liabilities asserted by third parties resulting from or arising out of its use of the licenses granted under this Agreement and/or the Patents.

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b) Indemnification Procedure.A Party that intends to claim indemnification under any provision of this Agreement (for purposes of this Section 7.4(b), the “Indemnitee”)shall promptly notify the indemnifying Party (the “Indemnitor”)in writing of any claim, action, suit, or other proceeding brought by third parties in respect of which the Indemnitee or any of its Affiliates, or their directors, officers, employees, successors or assigns intend to claim such indemnification hereunder. As between the Parties, the Indemnitor shall have the right to control the defense and settlement of such claim, action, suit, or other proceeding; provided that the Indemnitee shall have the right to participate in such defense or settlement with counsel of its own choosing at its expense. Notwithstanding the foregoing, the indemnity agreement in this Article 7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the Indemnitor, to the extent such consent is not withheld unreasonably or delayed. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this Article 7 but the omission so to deliver written notice to the Indemnitor shall not relieve the Indemnitor of any liability that it may have to any Indemnitee otherwise than under this Article 7. Without limiting the foregoing, the Indemnitor shall keep the Indemnitee fully informed of the progress of any claim, action, suit, or other proceeding for which the Indemnitee is seeking indemnification under this Article 7.

7.5DISCLAIMER OF WARRANTIES. OTHER THAN THE EXPRESS WARRANTIES OF THIS ARTICLE 7, KEYGENE DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR THAT ANY PRODUCTS DEVELOPED UNDER THIS AGREEMENT ARE FREE FROM THE RIGHTFUL CLAIM OF ANY THIRD PARTY, BY WAY OF INFRINGEMENT OR THE LIKE OR THAT ANY PATENTS WILL ISSUE OR BE VALID OR ENFORCEABLE. KEYGENE SHALL ALSO NOT BE RESPONSIBLE FOR ANY DAMAGES OR CLAIMS ARISING OUT OF LICENSEE’S USE OF THE PATENTS.

ARTICLE 8

TERM.

8.1Term. The term of this Agreement shall commence on the Effective Date and shall expire upon the expiration of the last to expire Patent, unless earlier terminated by a Party as set forth below in this Article 8 (Term), or as set out in section 2.4 or Section 4.7(c) of this Agreement.

8.2Termination for Convenience.Licensee may terminate this Agreement for convenience subject to a termination fee as set out in Section 8.3:

a) Upon written notice with immediate effect as of February 1, 2019 up to and including April 30, 2019, in the event a Requested Filing pursuant to Section 4.3

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has not resulted as of February 1, 2019 in allowed or granted claims, which are substantially in the same scope as originally requested by Licensee and, thus, fail to capture one or more activities of Licensee under the definition of Licensed Activities or the granted claims, as of February 1, 2019, are found invalid by a written decision of a court, tribunal or another body of competent jurisdiction.

b) Upon thirty (30) days prior written notice as of May 1, 2019 in the event a Requested Filing pursuant to Section 4.3 has not resulted as of February 1, 2019 in allowed or granted claims, which are substantially in the same scope as originally requested by Licensee and, thus, fail to capture one or more activities of Licensee under the definition of Licensed Activities or the granted claims, as of February 1, 2019, are found invalid by a written decision of a court, tribunal or another body of competent jurisdiction.

c) Upon thirty (30) days prior written notice as of February 1, 2019 in the event a Requested Filing pursuant to Section 4.3 has resulted as of February 1, 2019 in allowed or granted claims, which are substantially in the same scope as originally requested by Licensee, or which, in any case, cover one or more activities of Licensee under the definition of Licensed Activities.

8.3Termination Fee.On termination of this Agreement for convenience Licensee shall pay a termination fee on a lump sum basis as set out in this Section 8.3. In the event Licensee terminates this Agreement:

a) pursuant to Section 8.2(a) Licensee shall pay a termination fee of [***] Euros. In addition, Licensee is obliged to make Minimum Annual Royalty payments due up to the date of termination calculated on a pro rata basis per day;

b) pursuant to Section 8.2(b) or Section 8.2(c) Licensee shall pay a termination fee amounting to a percentage, as defined in the table below, of the total Minimum Annual Royalty payments due, according to the schedule shown in Section 3.5, for the remaining Contract Years as of the date of termination until the last to expire Patent. For the year of termination only, the remaining part of the Contract Year after the date of termination will be included in the calculation of the termination fee on a pro rata basis per day. The termination fee will be calculated as follows:

(i) accumulating the Minimum Annual Royalty payments, as listed in Section 3.5, from the year of termination until the last to expire Patent (“Amount X”), then

(ii) deducting for the year of termination the pro rata Minimum Annual Royalty part that preceded the date of termination (“Amount Y”), then

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(iii) multiplying the resulting amount (Amount X minus Amount Y) by the percentage corresponding with the year of termination as listed in the table below.

If terminated in the year:	a percentage of:
[***]	[***]%
[***]	[***]%
[***]	[***]%
[***]	[***]%
[***]	[***]%
[***]	[***]%
[***]	[***]%
[***]	[***]%

In addition, for the year of termination only, Licensee is obliged to make Minimum Annual Royalty payments due up to the date of termination calculated on a pro rata basis per day.

8.4Material Breach.Either Party may terminate this Agreement for the material breach of this Agreement by the other Party, if such breach remains uncured ninety (90) days following notice from the non-breaching Party to the breaching Party specifying such breach. Notwithstanding the foregoing, if the alleged breaching Party notifies the non-breaching Party, during such ninety (90)-day cure period, of a bona fide dispute regarding the alleged breach, such ninety (90)-day cure period shall be tolled pending resolution of such dispute pursuant to Section 9.3, and in the event the dispute is finally resolved against the Party allegedly in material breach, the applicable cure period shall commence upon such final resolution.

8.5Survival of Sublicenses.Notwithstanding any provision herein to the contrary, in the event (a) Licensee has entered into any Sublicense Agreements consistent with the terms of this Agreement, (b) this Agreement is terminated, and (c) such Sublicense Agreements are in effect at the time of such termination, such Sublicense Agreement will survive such termination, with KeyGene as the Licensee’s direct licensor solely with respect to rights sublicensed pursuant to this Agreement.

8.6Survival of Articles.The provisions of this Agreement which are expressed to survive or to operate in the event of termination of this Agreement or are by their nature intended to do so shall survive the termination of this Agreement, including, for the avoidance of doubt:

Article 1, 4.1-4.2, 6, 7, 8.5-8.6, 9.2-9.3, 9.8.

ARTICLE 9

MISCELLANEOUS.

9.1Independent Contractors.The Parties shall perform their obligations under this Agreement as independent contractors. Nothing contained in this Agreement shall be construed to be inconsistent with such relationship or status. This Agreement and the Parties’ relationship

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in connection with it shall not constitute, create or in any way be interpreted as a joint venture, fiduciary relationship, partnership or agency of any kind.

9.2Applicable Law.This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York, excluding its conflicts of laws principles.

9.3Dispute Resolution.To the extent disputes arise under the provisions of this Agreement, including the construction of any provision of this Agreement, KeyGene and Licensee agree to subject themselves to mediation. If mediation efforts are not successful, the Parties agree to arbitrate unresolved disputes under the rules of the International Chamber of Commerce (“ICC”), and the decision of any such arbitration shall be binding upon the Parties and enforceable in any court of competent jurisdiction. The Applicable Law provision (Section 9.2) is a binding obligation between Licensee and KeyGene. Any such arbitration shall be conducted in New York, New York by a panel of three neutral arbitrators, one of whom shall be selected by KeyGene, one of whom shall be selected by Licensee and one of whom shall be selected by mutual agreement of the other two arbitrators.

9.4Entire Agreement.This Agreement (including its Annexes) set forth all the covenants, promises, agreements, warranties, representations, conditions and understandings between the Parties with respect to the subject matter hereof and supersedes and terminates all prior agreements and understandings between the Parties with respect to such subject matter, with the exception of the Mutual Secrecy Agreement dated April, 13 2016 which remains in existence until its expiry date in accordance with its provisions. No subsequent alteration, amendment, change or addition to this Agreement shall be binding upon the Parties unless reduced to writing and signed by the respective authorized officers of the Parties.

9.5Assignment.Licensee may not assign in whole or in part this Agreement without the advance written consent of KeyGene, such consent not to be unreasonably withheld, conditioned, or delayed; provided, however, Licensee may assign its rights or delegate its duties, in whole or in part, to a party that acquires all or substantially all of its business or assets to which this Agreement pertains, whether by merger, acquisition, sale or otherwise. Notwithstanding the foregoing, Licensee may not assign in whole or in part this Agreement without the advance written consent of KeyGene, such consent not to be unreasonably withheld, conditioned, or delayed, to any acquiring party whose business derives most of its revenues through sales in the agricultural sector. This Agreement is binding upon and inures to the benefit of and is enforceable by the Parties hereto and their respective successors and permitted assigns, as provided in this Section 9.5.

9.6Severability.If one or more of the provisions in this Agreement are deemed unenforceable by law, then such provision shall be deemed stricken from this Agreement and the remaining provisions shall continue in full force and effect.

9.7Force Majeure.Both Parties shall be excused from the performance of their obligations under this Agreement to the extent that such performance is prevented by a force majeure and the nonperforming Party promptly provides notice of the prevention to the other Party. Such excuse shall be continued so long as the condition constituting force majeure continues and the

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nonperforming Party takes reasonable efforts to remove the condition, but no longer than six (6) months.

9.8Notices.Any notice required or permitted to be given under this Agreement shall be in writing, shall specifically refer to this Agreement and shall be deemed to have been sufficiently given for all purposes if mailed by first class certified or registered mail, postage prepaid, delivered by express delivery service, by e-mail with receipt confirmed or personally delivered. Unless otherwise specified in writing, the mailing and e-mail addresses of the Parties shall be as described below.

If to KeyGene:

Keygene N.V.Attn: CEOAgro Business Park 90 6708 PW Wageningen The Netherlands E-mail: [***]

with a required copy to:

Keygene N.V.Attn: Vice-President Legal Affairs Agro Business Park 90 6708 PW Wageningen The NetherlandsE-mail: [***]

In the case of Licensee:

Guardant Health, Inc.Attn: [***]505 Penobscot DriveRedwood City, CA 94063E-mail: [***]

9.9Construction.This Agreement has been prepared jointly and shall not be strictly construed against either Party. Ambiguities, if any, in this Agreement shall not be construed against any Party, irrespective of which Party may be deemed to have authored the ambiguous provision.

9.10Headings.The headings for each article and section in this Agreement have been inserted for convenience of reference only and are not intended to limit or expand on, nor to be used to interpret, the meaning of the language contained in the particular article or section.

9.11No Waiver.Any delay in enforcing KeyGene’s rights under this Agreement or any waiver as to a particular default or other matter shall not constitute a waiver of such rights to

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the subsequent enforcement of its rights under this Agreement, excepting only as to an express written and signed waiver as to a particular matter for a particular period of time executed by an authorized officer of the waiving Party.

9.12Performance by Affiliates.Each Party shall remain responsible and beguarantor of the performance by its Affiliates and shall cause its Affiliates to comply with the provisions of this Agreement in connection with such performance as if such Party were performing such obligations itself, and references to a Party in this Agreement shall be deemed to also reference such Affiliate. In particular and without limitation, all Affiliates of a Party that receive Confidential Information of the other Party pursuant to this Agreement shall be governed and bound by all obligations set forth in Article 6 (Confidentiality), and shall (to avoid doubt) be subject to the intellectual property assignment and other intellectual property provisions of Article 4 (Intellectual Property) as if they were the original Party to this Agreement (and be deemed included in the actual Party to this Agreement for purposes of all intellectual property‑related definitions). A Party and its Affiliates shall be jointly and severally liable for their performance under this Agreement and a breach of an Affiliate of either Party shall be deemed a breach of such Party.

9.13Counterparts.This Agreement may be executed in one or more identical counterparts, each of which shall be deemed to be an original, and which collectively shall be deemed to be one and the same instrument. In addition, signatures may be exchanged by facsimile or PDF.

9.14Bankruptcy.All rights and licenses granted hereunder or pursuant hereto are, and shall be deemed to be, for purposes of Section 365(n) of the United States Bankruptcy Code, licenses to rights of “intellectual property,” as defined thereunder. Notwithstanding any provision contained herein to the contrary, if KeyGene is subject to any proceeding under the United States Bankruptcy Code and the trustee in bankruptcy of KeyGene, or KeyGene, as a debtor in possession, rightfully elects to reject this Agreement, Licensee shall have the right, pursuant to Sections 365(n)(1) and 365(n)(2) of the United States Bankruptcy Code, to retain any and all of the rights licensed to it hereunder, to the maximum extent permitted by law, subject to any payments due to KeyGene as specified herein.

IN WITNESS WHEREOF, the Parties have by duly authorized persons executed this Agreement as of the Effective Date.

Keygene N.V.	Guardant Health, Inc.
By: /s/ Arjen J. van Tunen	By: /s/ Helmy Eltoukhy
Name: Dr. Arjen J. van Tunen	Name: Dr. Helmy Eltoukhy
Title: Chief Executive Officer	Title: Chief Executive Officer

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ANNEX A

[***]

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ANNEX B

GUARDANT HEALTH, INC.505 Penobscot Drive
Redwood City, CA 94063

SERIES D PREFERRED STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (the “Agreement”)is made as of the 1^st day of January, 2017, by and among Guardant Health, Inc.,a Delaware corporation (the “Company”),and KEYGENE N.V., a company organized and existing under the laws of The Netherlands (“Purchaser”).

1.Purchase of Preferred Stock. Purchaser, intending to be legally bound, hereby purchases from the Company, and the Company hereby sells and issues to the Purchaser, 141,774 shares (the “Purchased Shares”) of the Company’s Series D Preferred Stock, $0.00001 par value per share (“Series D Preferred Stock”) upon the terms and conditions described herein. The Purchased Shares are convertible into shares of the Company’s Common Stock, $0.00001 par value per share, pursuant to the terms of the Company’s Amended and Restated Certificate of Incorporation (such shares of Common Stock, the “Conversion Shares,” and together with the Purchased Shares, the “Securities”).

2.Payment of Purchase Price.The Company is issuing the Purchased Shares to the Purchaser in consideration of and pursuant to that certain Patent License Agreement of even date herewith between the Company and the Purchaser (the “License Agreement”).Pursuant to the License Agreement and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Purchaser is entitled to141,774 Purchased Shares (which represents €1,000,000 worth of Series D Preferred Stock as of the date hereof (determined based on the Company’s most recent round of financing), and the Company shall issue such number of Purchased Shares to the Purchaser pursuant to this Agreement (as defined below). Immediately following the full execution of this Agreement, the Company shall issue a stock certificate in the name of Keygene N.V., a company organized andexisting under the laws of The Netherlands, for 141,774 shares of Series D Preferred Stock of the Company. Purchased Shares purchased and issued herein shall not be deemed issued to or owned by the Purchaser until this Agreement has been executed by the Purchaser, and countersigned by the Company.

3.Company Representations. In connection with the issuance of the Purchased Shares under this Agreement, the Company hereby represents and warrants to the Purchaser as follows:

3.1The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority required (a) to carry on its business as presently conducted and as presently proposed to be conducted and (b) to execute, deliver and perform its obligations under this Agreement.

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The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.

3.2All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization, execution and delivery of this Agreement, the performance of all obligations of the Company hereunder and thereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Purchased Shares being sold hereunder has been taken or will be taken prior to the closing, and this Agreement constitutes the valid and legally binding obligation of the Company, enforceable in accordance with its respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally and (b) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

3.3The Purchased Shares, when issued, sold and delivered in accordance with the terms of this Agreement and for the consideration expressed herein, will be duly authorized, validly issued, fully paid and nonassessable and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and under applicable state and federal securities laws. The Conversion Shares have been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Company’s Amended and Restated Certificate of Incorporation, will be duly and validly issued, fully paid and nonassessable and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and under applicable state and federal securities laws. Subject in part to the truth and accuracy of the Purchaser’s representations in Section 4 of this Agreement, the offer, sale and issuance of the Purchased Shares as contemplated by this Agreement are exempt from the registration requirements of any applicable federal and state securities laws.

3.4The Original Issue Price of the Series D Preferred Stock is $7.4767 per share as defined in the Company’s Amended and Restated Certificate of Incorporation dated December 18, 2015. Promptly following the closing of this Agreement, the Company shall prepare and deliver to the Purchaser a capitalization table reflecting the issuance of the Purchased Shares.

4.Purchaser Representations. In connection with the issuance of the Purchased Shares under this Agreement, the Purchaser hereby represents and warrants to the Company as follows:

4.1Purchaser has full power and authority to enter into this Agreement and this Agreement constitutes its valid and legally binding obligation, enforceable in accordance with its terms except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and (b) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

4.2This Agreement is made with such Purchaser in reliance upon Purchaser’s representation to the Company, which by Purchaser’s execution of this Agreement Purchaser hereby confirms, that the Purchased Shares and the Conversion Shares to be received by

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Purchaser will be acquired for investment for Purchaser’s own account, not as a nominee or agent, and not with a view to the distribution of any part thereof, and that Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, such Purchaser further represents that Purchaser does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Securities.

4.3Purchaser believes it has received all the information it considers necessary or appropriate for deciding whether to purchase the Purchased Shares. Purchaser further represents that it has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Purchased Shares and the business, properties, prospects and financial condition of the Company.

4.4Purchaser is an investor in securities of companies in the development stage and acknowledges that it is able to fend for itself, can bear the economic risk of its investment, and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Purchased Shares. If other than an individual, Purchaser also represents it has not been organized for the purpose of acquiring the Purchased Shares.

4.5Purchaser is an “accredited investor” within the meaning of SEC Rule 501 of Regulation D, as presently in effect.

4.6Purchaser understands that the Securities will be characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Act, only in certain limited circumstances. In this connection, Purchaser represents that it is familiar with SEC Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Act.

4.7Purchaser hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Securities or any use of this Agreement, including (a) the legal requirements within its jurisdiction for the purchase of the Securities, (b) any foreign exchange restrictions applicable to such purchase, (c) any government or other consents that may need to be obtained, and (d) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the Securities. The Company’s offer and sale and Purchaser’s subscription and payment for and continued beneficial ownership of the Securities will not violate any applicable securities or other laws of Purchaser’s jurisdiction.

4.8Without in any way limiting the representations set forth above, Purchaser further agrees not to make any disposition of all or any portion of the Securities unless and until:

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(a)There is then in effect a Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement; or

(b)(i) Purchaser 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 (ii) if reasonably requested by the Company, Purchaser 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 Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances or for transactions with non-U.S. persons within the meaning of Regulation S under the Securities Act.

4.9It is understood that the certificates evidencing the Securities may bear one or all of the following legends:

(a)“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT.”

(b)Any legend required by applicable state “blue sky” securities laws rules and regulations.

(c)The Company shall be obligated to reissue promptly unlegended certificates at the request of any holder thereof if the Company has completed its initial public offering under the Act and the holder shall have obtained an opinion of counsel (which counsel may be counsel to the Company) to the effect that the securities proposed to be disposed of may lawfully be so disposed without registration, qualification and legend.

5.Stockholder Rights of Purchaser. So long as the Purchaser is the holder of the Purchased Shares, then the following shall apply:

5.1Information Rights. The Company shall furnish to the Purchaser when available (1) annual unaudited financial statements for each fiscal year of the Company, including an unaudited balance sheet as of the end of such fiscal year, an unaudited income statement, and an unaudited statement of cash flows, all prepared in accordance with generally accepted accounting principles and practices; and (2) quarterly unaudited financial statements for each fiscal quarter of the Company (except the last quarter of the Company’s fiscal year), including an unaudited balance sheet as of the end of such fiscal quarter, an unaudited income statement, and an unaudited statement of cash flows, all prepared in accordance with generally accepted accounting principles and practices, subject to changes resulting from normal year‑end audit

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adjustments. If the Company has audited records of any of the foregoing, it shall provide those in lieu of the unaudited versions.

5.2Inspection Rights. The Company shall permit the Purchaser to visit and inspect the Company’s properties, to examine its books of account and records and to discuss the Company’s affairs, finances and accounts with its officers, all at such reasonable times as may be requested by the Purchaser.

5.3Participation Right. The Purchaser has the right of first refusal to purchase the Purchaser’s Pro Rata Share of any new securities that the Company may from time to time issue after the date of this Agreement, excluding Carve Out Stock as such term is defined in the Company’s Amended and Restated Certificate of Incorporation (“New Securities”).ThePurchaser’s “Pro Rata Share”means that portion of such New Securities that equals the proportion that the number of Purchased Shares issued to and held by Purchaser (assuming full conversion and exercise of all convertible and exercisable securities then outstanding) bears to the total number of shares of Common Stock of the Company then outstanding (assuming full conversion and exercise of all convertible and exercisable securities then outstanding). If the Company proposes to undertake an issuance of New Securities, it shall give notice to the Purchaser of its intention to issue New Securities (the “Notice”), describing the type of New Securities and the price and the general terms upon which the Company proposes to issue the New Securities. The Purchaser will have (10) business days from the date of notice, to agree in writing to purchase the Purchaser’s Pro Rata Share of such New Securities for the price and upon the general terms specified in the Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased (not to exceed the Purchaser’s Pro Rata Share). If the Purchaser fails to exercise in full the right of first refusal within the (10) business day period, then the Company will have (120) days thereafter to sell the New Securities with respect to which the Purchaser’s rights of first refusal hereunder were not exercised, at a price and upon general terms not materially more favorable to the purchasers thereof than specified in the Company’s Notice to the Purchaser. If the Company has not issued and sold the New Securities within the 120-day period, then the Company shall not thereafter issue or sell any New Securities without again first offering those New Securities to the Purchaser pursuant to this Section 5.3. The participation right provided for in this Section 5.3 shall not be applicable with respect to Purchaser in any subsequent offering of New Securities if (i) at the time of such offering, Purchaser is not an “accredited investor,” as that term is then defined in Rule 501(a) of the Act and (ii) such offering of New Securities is otherwise being offered only to accredited investors.

6.Limitations on Transfer.

6.1Bylaws.In addition to any other limitation on transfer created by applicable securities laws, the Purchaser shall not assign, encumber or dispose of any interest in the Purchased Shares except in compliance with the Company’s Bylaws and applicable securities laws.

6.2“Market Stand-Off’ Agreement.

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(a)The Purchaser hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the Company’s Initial Offering and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days) (or such longer period, not to exceed 34 days after the expiration of the 180-day period,) (i) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock held immediately prior to the effectiveness of the Registration Statement for such offering, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing provisions of this Section 6.2 shall apply only to the Company’s initial offering of equity securities, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the Holders if all officers, directors and greater than one percent (1%) stockholders of the Company enter into similar agreements. The underwriters in connection with the Company’s Initial Offering are intended third-party beneficiaries of this Section 6.2 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. The Purchaser further agrees to execute such agreements as may be reasonably requested by the underwriters in the Company’s Initial Offering that are consistent with this Section 6.2 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply to all Holders subject to such agreements pro rata based on the number of shares subject to such agreements.

(b)In order to enforce the foregoing covenant, the Company may imposestop-transfer instructions with respect to the Registrable Securities of the Purchaser (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Notwithstanding the foregoing, if (i) during the last seventeen (17) days of the one hundred eighty (180)-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the one hundred eighty (180)- day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed by this Section 6.2 shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

(c)The Purchaser agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of the Purchaser (and the shares or securities of every other person subject to the restriction contained in this Section 6.2):

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION

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STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.”

7.Miscellaneous.

7.1Modification.Neither this Agreement nor any provisions hereof shall be modified, discharged or terminated except by an instrument in writing signed by the party against whom any waiver, change, discharge or termination is sought.

7.2Notices. Any notice, demand or other communication that any party hereto may be required, or may elect, to give to anyone interested hereunder shall be sufficiently given if (a) deposited, postage prepaid, in a United States mail letter box, registered or certified mail, return receipt requested, addressed to such address as may be given herein, or (b) delivered personally at such address.

7.3Counterparts.This Agreement may be executed through the use of separate signature pages or in any number of counterparts, and each of such counterparts shall, for all purposes, constitute one agreement binding on all the parties, notwithstanding that all parties are not signatories to the same counterpart.

7.4Binding Effect.Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefit of the parties and their heirs, executors, administrators, successors, legal representatives and assigns. If the undersigned is more than one person, the obligation of the undersigned shall be joint and several, and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his or her heirs, executors, administrators and successors.

7.5Entire Agreement. This Agreement and the License Agreement, constitute the entire agreement of the parties, and there are no representations, covenants or other agreements except as stated or referred to herein or therein.

7.6Assignability.This Agreement is not transferable or assignable by the Purchaser without prior notice to the Company.

7.7Applicable Law. This Agreement shall be governed and construed under the laws of the State of Delaware, without regard to its conflicts of law provisions.

7.8Use of Speech. All pronouns contained herein and any variations thereof, shall be deemed to refer to the masculine, feminine or neuter, singular or plural, has the identity of the parties they require.

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7.9Severability.The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.

7.10Headings. Headings contained in this Agreement are only as a matter of convenience and in no way define, limit, extend or describe the scope of this Agreement or the intent of any provisions hereof.

IN WITNESS WHEREOF, the parties have executed this Stock Purchase Agreement as of the date first above written.

PURCHASER

KEYGENE N.V., a company organized and existing under the laws of the Netherlands

By: /s/ Arjen van Tunen    

Name: Dr. Arjen van Tunen

Title: CEO

COMPANY

GUARDANT HEALTH, INC., a Delaware corporation

By: /s/ Helmy Eltoukhy    

Name: Helmy Eltoukhy

Title: CEO

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ANNEX C

Development Plan for Licensed Products¹dated July 8, 2016

[***]

¹Licensed Product, either in plural or singular form, as used in the Development Plan above refers to products and/or services that include Licensed Activities.

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EX-10.7

Exhibit 10.7

[***] 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.

SUPPLY AGREEMENT

This Supply and Service Agreement (the “Agreement”) is effective as of the date of last signature found below (the “Effective Date”) 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 2686 Middlefield Road, Suite E, Redwood City, CA 94063 (“Customer”). Customer and Illumina may be referred to herein as “Party” or “Parties.”

I. DEFINITIONS

“Afflliate(s)” means with respect to a Party, any entity that directly or indirectly, controls, is controlled by or is under common control with such Party for so long as such control exists. For purposes of this definition, an entity has control of another entity if it has the direct or indirect ability or power to direct or cause the direction of management policies of such other entity or otherwise direct the affairs of such other entity, whether through ownership of the voting securities of such other entity, by contract or otherwise.

“Application Specific IP” means any and all Illumina Intellectual Property Rights to the extent pertaining to or covering aspects or features of the Supplied Product (or use thereof) only with regard to (i.e., that are particular to) specific field(s) of use or specific application(s). Application Specific IP excludes all Core IP. By way of non-limiting example, [***] are examples of Application Specific IP.

“Clinical Use” means testing of human samples and specimens with Customer’s own Laboratory Developed Tests in a clinical laboratory in the [***] field, specifically excluding [***].

“Collection Territory” means the country or countries from which sample and specimens may be collected for testing by Customer for Clinical Use[***].

“Consumable(s)” means reagents and consumable items that are offered for sale under, purchased under, supplied under or otherwise governed by the terms and conditions of this Agreement and that are intended by Illumina for use with, and are to be consumed through the use of, Hardware and Existing Hardware. The Consumables that may be purchased under this Agreement as of the Effective Date are set forth in Exhibit A, Part 2. Consumables are either TG Consumables or non-TG Consumables (including Temporary Consumables), or custom. All references in this Agreement to Consumables means both TG Consumables and Non-TG Consumables unless specified otherwise in this Agreement

“Core IP” means any and all Illumina Intellectual Property Rights to the extent pertaining to or covering [***]. To avoid any doubt, and without limitation, Core IP specifically excludes [***].

“Customer Use” means Clinical Use and Research Use.

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“Documentation” means Illumina’s user manual, package insert, and similar documentation, for the Supplied Product in effect on the date that the Supplied Product ships. Documentation may contain additional terms and conditions (which are hereby incorporated into this Agreement by reference) and may be provided (including by reference to a website) with the Supplied Product at the time of shipment or may be provided electronically by Illumina.

“Excluded Activities” means any and all uses of a Supplied Product that (A) is not in accordance with the Supplied Product’s Specifications or Documentation, (B) requires grants of rights or a license to Application Specific IP (C) is a reuse of a previously used Consumable except to the extent the Specifications or Documentation for the applicable Consumable expressly states otherwise, (D) is the disassembling, reverse-engineering, reverse-compiling, or reverse-assembling of the Supplied Product, (E) is the separation, extraction, or isolation of components of Consumables or other unauthorized analysis of the Consumables, (F) gains access to or determines the methods of operation of the Supplied Product, (G) is the use of third party On-Hardware Consumables with Hardware (unless the Specifications or Documentation state otherwise), (H) is the transfer to a third-party of, or sub-licensing of, Software or third-party software (including to an Affiliate of Customer), or (I) is the use of the Supplied Products in a facility not owned by, leased by, or otherwise under the contractual control of Customer.

“Existing Hardware” means those Illumina instruments, accessories or peripherals that Customer purchased from Illumina prior to the Effective Date. In the event of any conflict between the original supply terms for Existing Hardware and the terms and conditions of this Agreement, the terms and conditions of this Agreement shall supersede and govern Customer’s use of the Existing Hardware, subject to Section 8.1 regarding warranty for Existing Hardware.

“Force Majeure” is defined in Section 13.8.

“Hardware” means instruments, accessories or peripherals that are offered for sale under, purchased under, supplied under or otherwise governed by the terms and conditions of this Agreement. The Hardware that may be purchased under this Agreement as of the Effective Date is set forth in Exhibit A, Part 1.

“Illumina Intellectual Property Rights” means any and all Intellectual Property Rights owned or controlled (including under license) by Illumina or Affiliates of Illumina as of the date the Supplied Product ships. Application Specific IP and Core IP are separate, non-overlapping, subsets within the Illumina Intellectual Property Rights.

“Intellectual Property Right(s)” means all rights in patent, copyrights (including rights in computer software), trade secrets, know-how, trademark, service mark and trade dress rights and other industrial or intellectual property rights under the laws of any jurisdiction whether registered or not and including all applications or rights to apply therefor and registrations thereto.

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“Laboratory Developed Test” means a test developed by Customer and performed by Customer in its own laboratory facility, which in the United States is regulated under the Clinical Laboratory Improvement Act (i.e., CLIA).

“Law” means all statutes, statutory instruments, regulations, ordinances, or legislation to which a Party is subject; common law and the law of equity as applicable to a Party, binding court orders, judgments or decrees; industry code of practice, guidance, policy or standards enforceable by law; and applicable, direction, policies, guidance, rules or orders made or given by a governmental or regulatory authority.

“On-Hardware Consumable” means a reagent or consumable that is used to perform a process on a sequencing or genotyping instrument in question. Non-limiting examples of On‑Hardware Consumables supplied under this Agreement are [***], which are used to perform processes on Hardware and Existing Hardware.

“Off-Hardware Consumable” means a reagent or consumable that is used to perform a process or step that is not performed on a sequencing or genotyping instrument in question. Non-limiting examples of Off-Hardware Consumables include [***], which are used to prepare a sample for subsequent processing on Hardware or Existing Hardware.

“[***]” means [***] and includes without limitation [***].

“Other IP” means any and all Intellectual Property Rights of third parties (excluding Illumina’s Affiliates) to the extent pertaining to or covering aspects or features of the Supplied Product (or use thereof) with regard to any specific field(s) of use or specific application(s). By way of non‑limiting example, [***] are examples of Other IP. Other IP excludes all Core IP and Application Specific IP.

“Purchase Order” means written purchase orders as defined in Section 6.1.

“Regulatory Approvals” means any and all regulatory approvals, licenses, and/or certifications necessary for Customer to use the Supplied Products as intended by Customer for Customer Use.

“Research Use” means internal research, which includes performance of research services provided to third-parties, specifically excluding any and all Excluded Activities. Research Use includes performance of clinical trials in cases where the data generated from use of the Supplied Products is not used to inform a treatment decision.

“Service Contract” is the written agreement that governs the provision of service and maintenance for Hardware Illumina.

“Software” means software (including without limitation Hardware operating software data analysis software) supplied under or otherwise governed by the terms and conditions of this Agreement regardless of whether it is embedded in or installed on Hardware or provided separately.

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“Specifications” means Illumina’s written or electronically published specifications for a Supplied Product in effect for that Supplied Product on the date that the Supplied Product ships.

“Supplied Product(s)” means the Consumables, Hardware, and or Software that are offered for sale under, purchased under, supplied under or otherwise acquired under and governed by the terms and conditions of this Agreement.

“Temporary Consumable” means Non-TG Consumables that Illumina has authorized (in writing, including in this Agreement) Customer to purchase under this Agreement and use for Clinical Use as well as Research Use.

“Term” means the term of this Agreement as defined in Section 12.1.

“Territory” means the country or countries in which Customer may use the Supplied Products. The Territory is the United States.

“TG Consumables” means those Consumables that are designated with the pre-fix “TG” in their catalogue number.

II. GOVERNING TERMS; SUPPLIED PRODUCTS AND [***]

2.1Exclusive Governing Terms. This Agreement (together with the applicable Documentation and Specifications) exclusively governs the ordering, purchase, supply, and use of Supplied Product, and its terms shall prevail and override any conflicting, amending and/or additional terms contained in any purchase orders, invoices or similar documents, which are hereby rejected and shall be null and void. Failure of Illumina or Customer to object to any such conflicting, amending and/or additional terms shall not constitute a waiver by Illumina or Customer, nor constitute acceptance by Illumina or Customer of such terms. All of Customer’s purchases of products from Illumina shall be made under this Agreement. Customer shall notify Illumina if it desires to purchase a product that is not listed on Exhibit A, and the Parties will negotiate an appropriate amendment to add the product(s) to Exhibit A. The conditions, requirements, exclusions and restrictions on Supplied Product use and other activities set forth in this Agreement are bargained for conditions of sale and, therefore, control the sale of such Supplied Products and the rights in and to Supplied Products conferred upon Customer at purchase. For the avoidance of doubt, this Agreement is personal to Customer and the rights and obligations regarding purchase and supply do not extend to Affiliates of Customer.

2.2Supplied Products; [***].

a.Supplied Products. The Supplied Products and any applicable Service Contracts along with [***] are set forth on Exhibit A. If [***] for a Supplied Product or Service Contract is not set forth in Exhibit A, the Parties will agree to [***]. [***] under this Agreement shall be [***].

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b.Service Contract. If a Service Contract for Hardware is being provided hereunder, then Illumina’s standard terms and conditions for such Service Contract shall exclusively govern such Service contract. Customer agrees that all Service Contracts are both personal to Customer and facility specific: unless otherwise agreed in writing by Illumina, Service Contract cannot be transferred to a third party and may not be transferred to a new facility if the Hardware is relocated.

III. USE RIGHTS FOR SUPPLIED PRODUCTS

3.1Authorized Uses of Supplied Products.

a.Research Use Rights. Subject to the terms and conditions of this Agreement, Customer’s purchase of each unit of Supplied Product under this Agreement confers upon Customer [***]. The Parties agree that the preceding sentence is designed to and does alter the effect of the exhaustion of patent rights that would otherwise result if the sale was made without restriction.

b.Clinical Use Rights. Subject to the terms and conditions of this Agreement, Customer’s purchase of each unit of TG Consumable and Temporary Consumable under this Agreement confers upon Customer [***]. The Parties agree that the preceding sentence is designed to and does alter the effect of the exhaustion of patent rights that would otherwise result if the sale was made without restriction.

c.Software. Subject to the terms and conditions of this Agreement Customer has the right to use Software solely in connection with Hardware, Existing Hardware and Consumables for (i) Research Use in Customer’s facility in the Territory, and (ii) for Clinical Use in Customer’s facility in the Territory, only on specimens collected from the Collection Territory, and in both of the preceding (i) and (ii) only in accordance with the use rights set forth in this Section 3.1 and any applicable end-user license agreement. All Software is licensed, not sold, to Customer, is non-transferable, non-sublicensable, and may be subject to additional terms set forth in the end user license agreement. With respect to Software, references in this Agreement to “purchase” or “sale” of Supplied Product (and similar grammatical variations) are understood to mean that Software is licensed under this Agreement and not sold.

d.Existing Hardware. The rights conferred upon Customer with purchase of Consumables under this Agreement as set forth in Section 3.1(a) and (b) include the right for Customer to use Existing Hardware (and Software embedded or installed therein) with those Consumables to the same extent as Customer has the right to use Hardware and Software with Consumables purchased under this Agreement. With respect only to Customer Use rights set forth in Sections 3.2(a) and (b), including without limitation, the related requirements, restrictions, limitations, and exclusions set forth in this Agreement, reference to Hardware is understood to include Existing Hardware, even if not expressly stated.

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3.2Limitations on Customer Use; Excluded Activities.

a.Certain Limitations on Use. Customer agrees that (i) it will not use a Supplied Product for or in any Excluded Activity, (ii) it will not transfer to a third-party, or grant a sublicense to, any Software or any third-party software, (iii) it will use the Supplied Products only within the scope of the Illumina Intellectual Property Rights and permitted field of use within Customer Use expressly conferred upon Customer with purchase of each unit of Supplied Product in accordance with Section 3.1 (Authorized Uses of Supplied Products).

b.Consumables; On-Instrument Consumables; Off-Instrument Consumables. Consumables and Hardware were specifically designed and manufactured to operate together. Customer acknowledges and agrees that (i) with respect to On-Hardware Consumables used with Hardware and Software, it will only use Consumables, (ii) with respect to Clinical Use the only On‑Hardware Consumables it will use with Hardware and Software are EG Consumables or Temporary Consumables, (iii) it will use Non-TG Consumables only for Research Use (except to the extent applicable to Temporary Consumables), (iv) Customer is not granted any right under this Agreement to manufacture, or have manufactured, any reagent, Consumable or substitute therefor, even for use in place of an On-Hardware Consumable, even for its own use, and (v) Customer is not granted any right under this Agreement to perform any direct-to-consumer activity, or to market or place on the market, distribute, offer to sell or sell any kit or product, including an in-vitro diagnostic kit.

c.Illumina Proprietary Information. Customer acknowledges that the contents of and methods of operation of the Supplied Products are proprietary to Illumina and/or its Affiliates and contain or embody trade secrets of Illumina and/or its Affiliates. With respect to [***] that are included in Supplied Products, Customer agrees that it shall only use the same with the Supplied Products.

d.Documentation. Customer agrees that it will not alter, modify, copy or remove the Documentation from Customer’s facility unless expressly permitted to do so in the Documentation or in this Agreement. Permitted copies of the Documentation shall include Illumina’s copyright and other proprietary notices.

IV. INTELLECTUAL PROPERTY RIGHTS

4.1Core IP and Application Specific IP. Customer’s purchase of Supplied Products under this Agreement confers upon Customer, on a unit by unit basis, only the use rights under Core IP set forth in Section 3.1(a) and (b) and no rights under Application Specific IP. As of the Effective Date, Customer has determined that its intended use of Supplied Product does not require rights under Application Specific IP. If Customer requires rights under Application Specific IP (whether the requirement is determined by Customer or Illumina), then it will obtain the required rights from Illumina or Customer will discontinue use of Supplied Products in a manner that requires rights to Application Specific IP. Illumina will [***] Customer’s request to obtain rights under Application Specific IP. Any future grant by Illumina to Customerof rights to Application Specific IP will be [***], and will be granted, [***], under a separate written agreement.

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4.2Other IP. Customer’s intended use of the Supplied Products may require that it obtain license or other rights to third party Intellectual Property Rights, including Other IP, to use Supplied Products for any and all applications within Customer Use without infringement or misuse of such third party Intellectual Property Rights. It is Customer’s responsibility to ensure that it has or obtains rights to all third-party Intellectual Property Rights that are required for Customer to use the Supplied Products for Customer Use without infringement or misuse of such third‑party Intellectual Property Rights, subject to the limited obligation of Illumina to indemnify Customer for infringement of certain third-party Intellectual Property Rights as expressly set forth in Section 11.1.

4.3All Rights Reserved.

a.The rights conferred upon Customer under this Agreement are limited to those use right (field of use under the stated Illumina Intellectual Property Rights) expressly conferred upon Customer upon purchase of each unit of Supplied Products under this Agreement, as expressly stated in Section 3.1 (Authorized Uses of Supplied Products), and Customer agrees that any use of Supplied Products outside the scope of such use rights is a prohibited and unauthorized use. All prohibited and unauthorized uses are expressly excluded from Customer Use. Illumina, on behalf of itself and its Affiliates (and their respective successors and assigns), retains all and does not waive the right to enforce Illumina Intellectual Property Rights and bring suit or proceedings against any person or entity, including Customer (and its Affiliates, and their respective successors and assigns), with respect to any and all prohibited or unauthorized uses of Supplied Product or Existing Hardware. Customer agrees that actual knowledge by Illumina, Illumina’s Affiliates, or their respective directors, officers, employees, or agents that Customer is using Supplied Product in any unauthorised or unpermitted manner, does not (i) waive or otherwise limit any rights under this Agreement or at Law that Illumina, Illumina’s Affiliates or their respective successors and assigns, have to address the unauthorized oi unpermitted use, or (ii) grant Customer a license or other right to any Illumina Intellectual Property Right, whether by implication, estoppel, or otherwise.

b.Except as expressly stated in Section 3.1 (Authorized Uses of Supplied Products), no sublicense or other right or license under any Illumina Intellectual Property Rights is or are granted, expressly, by implication, by estoppel or otherwise, under this Agreement. Supplied Products and Existing Hardware may be covered by one or more patents in the territory. Illumina does not represent, warrant, covenant or undertake that use of Supplied Product for any or all applications within Customer Use will not infringe or be a misuse of Application Specific IP or third party Intellectual Property Rights, including Other IP, and expressly disclaims and excludes any statement or implication otherwise, to the maximum extent permitted by law. Notwithstanding anything in this Agreement to the contrary, Customer assumes all risk associated with not obtaining any required rights to Other IP or Application Specific IP.

V. REGULATORY

5.1Research Supplied Products. The Supplied Products are labelled for Research Use Only. Customer acknowledges that, unless expressly stated otherwise in writing by Illumina, no

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Supplied Product has been subjected to any conformity assessment or other regulatory review or certified, approved or cleared by any regulatory entity or conformity assessment body, whether foreign or domestic (including without limitation the United States Food and Drug Administration), or otherwise reviewed, cleared or approved under any Law for any purpose, whether research, commercial, diagnostic or otherwise. Purchaser agrees to comply with all applicable laws and regulations when using, maintaining, and disposing of Supplied Product. In the event any Supplied Product added to this Agreement after the Effective Date has been certified, approved or cleared by a regulatory agency, including without limitation the FDA, then it may be subject to additional terms and conditions of sale and this Agreement will be amended as may be necessary.

5.2Regulatory Approvals. Customer and not Illumina, is responsible for obtaining any and all Regulatory Approval. Customer agrees to promptly disclose to Illumina any communication that it receives from a government body, agency or other regulatory or accrediting body directly pertaining to the Supplied Products or to Customer’s use of the Supplied Products. Any such communication isthe Confidential information of Customer and any use or disclosure of such communication by Illumina is subject to the restrictions on the use and disclosure of Confidential Information set forth in Section 9.1, provided that, Illumina may use such information as it deems reasonably necessary to ensure its compliance with Law.

5.3Regulatory Appropriate Product. If [***] that it is proper from a regulatory standpoint to discontinue sale of any Supplied Product to Customer for an application within Customer Use and Illumina makes available for purchase by Customer a product or combination of products that has a relevant regulatory status more appropriate for such application within Customer Use then Customer will transition to the use of that product or combination of products and cease using the applicable Supplied Product for that application within Customer Use within [***] after that product or combination of products is available for purchase by Customer (unless a shorter time period for transition is required by Law, in which case, within that shorter time period). In such event, the Parties will work together in good faith to coordinate such transition and, if necessary modify other terms and conditions of this Agreement.

5.4Quality Audits. Illumina agrees to allow Customer to audit Illumina operations that pertain to TG Consumables, upon [***] prior written notice, during normal business hours, no more often than [***], and at Customer’s sole expense, only to the extent necessary to satisfy Customer’s obligations under applicable Law. The locations, times, dates, scope, and objective for such audits will be mutually agreed upon in writing between the Parties prior to conducting the audit. Customer shall comply with all Illumina’s reasonable directions and the terms of Article 9 (Confidential Information) when conducting the audit. If requested by Illumina, Customer shall procure that any person conducting the audit sign Illumina’s confidentiality agreement prior to conducting such audit.

VI. PURCHASING; PAYMENT; DELIVERY

6.1Purchase Orders; Acceptance; Cancellation. Customer shall order Supplied Product using written purchase orders (“Purchase Order(s)”) submitted under and in accordance with

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this Agreement. Purchase Orders shall state, at a minimum, the Illumina catalogue number, the Illumina provided quote number (or other reference provided by Illumina), the quantity ordered, price, requested delivery date, end address for delivery, and shall reference this Agreement. All Purchase Orders shall be sent to the attention of Illumina Customer Solutions or to any other person or department designated by Illumina in writing. Acceptance of a Purchase Order occurs when Illumina provides Customer a sales order confirmation. Purchase Orders submitted m accordance with this Agreement will not be unreasonably rejected by Illumina. Except as expressly stated in Section 7.4 (Payment Instead of Taking TG Consumables), all Purchase Orders accepted by Illumina are non-cancelable by Customer and may not be modified without the prior written consent of Illumina.

6.2Invoices; Payment; Taxes.

a.Invoices and Payment. Illumina shall issue invoices upon shipment of Supplied Products or upon provision of Service Contracts, as applicable. Invoices shall be sent to Customer’s accounts payable department, or any other address designated by Customer in writing. All invoices are payable as of the date of invoice any payments by Customer on such invoices are due within [***] after the date of the invoice. Without limiting any remedies available to Illumina, any amounts not paid when due under this Agreement will accrue interest at the rate of [***]% per month, or the maximum amount allowed by Law, if lower. In the event of nonpayment, Illumina shall have the right to take any action allowed in Law in addition to any rights or remedies under this Agreement, including without limitation, [***] until all payments are made current. Customer shall pay for all costs (including reasonable attorneys and other legal fees and fees of collection agencies) incurred by Illumina in connection with the collection of late payments. Each Purchase Order is a separate, independent transaction under this Agreement, and all amounts due under any other Purchase Order or other transactions with Illumina shall be paid by the Customer in full without any set-off, counterclaim, deduction or withholding. Customer agrees, to pay for Supplied Products supplied, and for Services provided, hereunder in accordance with the terms and conditions, of this Agreement.

b.Taxes. All prices and other amounts payable to Illumina hereunder are exclusive of and are payable without withholding or deduction for taxes, GST, VAT, customs duties, tariffs, charges or otherwise as required by Law from time to time upon the sale of the Supplied Product or provision of Services, all of which will be added to the purchase price or subsequently invoiced to the Customer to gross up any payment in respect of which withholding or deduction is required to be made.

6.3Shipping Terms; Title and Risk of Loss; Ship Date Changes.

a.Shipping; Title, Risk of Loss. Unless otherwise agreed upon in writing, all shipments are made DAP (Incoterms 2010) at Customer’s address on the Purchase Order and Customer is responsible for freight and insurance which will be added to the invoice and paid by Customer. In all cases, title (except for Software and third-party software) and risk of loss transfers to Customer when Supplied Product is made available at such address.

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b.Ship Date Changes. The latest ship date allowed for any Supplied Product under a Purchase Order is the date that is [***] after the date the Purchase Order was received by Illumina. Subject to the terms and conditions of this Agreement, Illumina will use reasonable efforts, but makes no guarantee and does not undertake that it will be able, to accommodate Customer requests to bring forward the ship dates for Supplied Products on a Purchase Order.

VII. TG CONSUMABLES – ADDITIONAL TERMS AMD CONDITIONS

7.1Expiry Date: Single Lot Shipments/ Kit Lot Testing for TG Consumables.

a.Expiry Date for TG Consumables. Illumina shall [***] to ensure that TG Consumables shall have an expiry date that is no less than [***] at the time of shipment. Expiry date will be pre-printed on the TG Consumable packaging.

b.Single Lot Shipments. Illumina shall use [***] to ensure each shipment of a given TG Consumable supplied under this Agreement includes only such TG Consumable manufactured from the same lot.

c.Kit Lot Testing. Illumina shall use [***] to test each component reagent that comprises a given TG Consumable supplied under this Agreement, together with the other component reagents of that TG Consumable to ensure their functionality [***].

d.Certificates of Analysis. Illumina shall, provide a Certificate of Analysis for each lot of TG Consumables sold to Customer under this Agreement. In testing TG Consumables, Illumina will provide testing information that Illumina deems appropriate to report quality of each lot of TG Consumables.

7.2TG Consumable Lead Time. Subject to the terms and conditions of this Agreement a Purchase Order for TG Consumables is submitted (a) by the [***], the first shipment of TG Consumables on the Purchase Order will be no earlier than [***] from the date the Purchase Order is accepted by Illumina and (b) after the [***], the first shipment of TG Consumables on the Purchase Order will be no later than [***] from the date the Purchase Order is accepted by Illumina.

7.3Forecasts for TG Consumables. Customer shall, no later than the [***], provide a written non-binding forecast detailing the estimated quantity of TG Consumables, on a TG Consumable-by-TG Consumable basis, that Customer requires during the following [***].

7.4Payment Instead of Taking TG Consumable. The type and quantity of TG Consumables required by Customer on a Purchase Order are manufactured by Illumina only after receipt of Customer’s Purchase Order for those TG Consumables. Except with respect to the Initial Purchase Order (if applicable), which may not be cancelled, and except as stated in Section 7.5, subpart (ii), Customer may cancel all or part of a Purchase Order for TG Consumables under this Agreement, provided that Illumina reserves the right to charge Customer up to [***]% of the purchase price of the canceled TG Consumables, and Customer agrees to

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make payment on any and all invoices provided by Illumina for such charges in accordance with this Agreement.

7.5Temporary Consumables. Subject to the terms and conditions of this Agreement, if Non‑TG Consumables are supplied under this Agreement as Temporary Consumables, then those Non-TG Consumables shall, solely for the purposes of Clinical Uses be considered to have the same Clinical Use rights as TG Consumables. With respect to Non-TG consumables for which Illumina does not have a corresponding TG version (“TG Version”) generally available for purchase during the Term, at such time as Illumina does have a TG version generally available for purchase. Illumina will give Customer notice of the availability of that TG Version and at that time it shall automatically be added to Exhibit A of this Agreement and available for purchase by Customer. Notice may be by way of inclusion of the TG Version on a quote. Customer agrees that (i) within [***] of the date of such notice Customer will cease using the applicable Non-TG Consumables as Temporary Consumables for Clinical Use, (ii) it will promptly modify or cancel existing open Purchase Orders (without being subject to the charge set forth in Section 7.4) as needed so as to ensure that Customer will no longer receive the applicable Non-TG Consumables as Temporary Consumables after this date that is [***] after the date of the notice unless Customer will use such Non-TG Consumables only for Research Use and (iii) Customer will not place additional Purchase Orders for the applicable Non‑TG Consumables, as Temporary Consumables for Clinical Use after receipt of such notice.

7.6Discontinuation/Changes to Certain Supplied Products.

a.TG Consumables.

(i)TG Consumables will not be manufactured in their current configurations indefinitely as a result of product life cycle or other business considerations. Accordingly, a given TG Consumable may be phased out of production and no longer available and/or there may be a new, reconfigured, or repackaged version of a TG Consumable that embodies a material change to form, fit or function of such TG Consumable (such discontinued or materially changed TG Consumable is referred to as a “Discontinued Consumable”). Any product or combination of products that is attended by Illumina to replace such Discontinued Consumable snail be referred to as a “Substitute Consumable.” In some instances a Substitute Consumable may differ from the Discontinued Consumable through changes in one or more components that comprised the Discontinued Consumable (“Changed Components”). In other instances the Substitute Consumable may represent a complete change from the Discontinued Consumable (“Complete Change”).

(ii)In the case of a Discontinued Consumable that will have Changed Components, Illumina will use [***] to make the Changed Components and instructions on how to modify the Discontinued Consumable in order to use the Changed Components available as soon as practical, but no later than [***] prior to the date that the Discontinued Consumable will no longer be available for purchase. Illumina will provide a reasonable quantity of Changed Components free of charge to facilitate Customer’s validation efforts in support ofthe change.

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(iii)In the case of a Discontinued Consumable that will have a Complete Change, Illumina will use [***] to make the Substitute Consumable available for purchase by Customer as soon as practical, but no later than [***] prior to the date that the Discontinued Consumable will no longer be available for purchase. Illumina will provide a [***] quantity of Substitute Consumable free of charge to facilitate Customer’s validation efforts in support of the change.

(iv)Once a Discontinued Consumable is no longer available for purchase (either in the instance of a Complete Change or Changed Component), Illumina will give Customer written notice (which may be by way of quote) and the Substitute Consumable will automatically be added to this Agreement as a Consumable and the Discontinued Consumable will be removed. The price for a Substitute Consumable will be Illumina’s published list price for the Substitute Consumable. Use of Substitute Consumables shall be subject to the terms and conditions of this Agreement.

b.Other Supplied Products. Not applicable.

7.7TG Consumable Ship Schedule. Each Purchase Order for TG Consumables must include a ship schedule, to be agreed to between Illumina and Customer prior to Illumina accepting that Purchase Order, that details the quantity of and type of TG Consumables (on a TG Consumable-by-TG Consumable basis) that Customer requires to be delivered in each calendar month that is covered by the Purchase Order.

VIII. WARRANTY

8.1Warranty for Supplied Products. All warranties are personal to Customer and may not be transferred or assigned to a third party, including an Affiliate of Customer. All warranties for Hardware are facility specific and do not transfer and are void if the Hardware is used at or moved to another facility, including moved to, between, or among facilities of Customer, unless Illumina conducts such move. All warranties tor Consumables are facility specific and cannot be reshipped, including re-shipments between or among facilities of Customer. The warranties set forth in this Agreement only apply to units of Supplied Products purchased under this Agreement. Warranty for Existing Hardware is as stated in the original terms of sale.

a.Warranty for Consumables. Illumina warrants, except as expressly stated otherwise in this Agreement that Consumables other than custom Consumables, will conform to their Specifications until the later of (i) for TG Consumables, [***] from the date of shipment from Illumina and for non-TG Consumables, [***] from the date of shipment from Illumina and (ii) [***], but in no event later than [***] firm the date of shipment. With respect to custom Consumables (i.e., Consumables, made by Illumina to specifications or designs provided to Illumina by or on behalf of Customer) Illumina only warrants that the custom Consumables will be made and tested in accordance with Illumina’s standard manufacturing and quality control processes. Illumina makes no warranty that custom Consumables will work as intended by Customer or for Customer’s intended uses

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b.Warranty for Hardware. Illumina warrant that Hardware, other than Upgraded Components will conform to its Specifications for a period of [***] after its shipment date from Illumina unless the Hardware includes Illumina-provided installation, in which case the warranty period begins on the date of installation or [***] after the date the Illumina Hardware was delivered, whichever occurs first (“Base Hardware Warranty”). “Upgraded Components” means Illumina-provided component, modifications, or enhancements to Hardware that was acquired by Customer prior to the date Illumina provides these Upgraded Components. Illumina warrants that Upgraded Components will conform to their Specifications for the longer of the Base Hardware Warranty or a period of [***] from the date the Upgraded Components are installed. Upgraded Components do not extend the Base Hardware Warranty.

8.2Exclusions from Warranty Coverage. The foregoing warranties in Section 8.1 shall not apply to the extent a non-conformance is due to (a) abuse, misuse, neglect, negligence, accident, improper storage, or use contrary to the Documentation (misuse includes use of a Consumable more than one time), (b) improper handling, installation, maintenance, or repair (other than by Illumina personnel) (c) unauthorized alteration, (d) an event of Force Majeure, or (e) use with a third party’s goods not provided by Illumina (unless the applicable Documentation or Specifications expressly state such third party’s goods is for use with it).

8.3Sole Remedy. The following states Customer’s sole remedy and Illumina’s sole obligations under the foregoing warranties.

a.Consumables. Illumina will repair or replace the non-conforming Consumable in its sole discretion. Repaired or replaced Non-TG Consumables come with a warranty of [***] after delivery of the repaired or replaced Consumable. Repaired or replaced TG Consumables come with a warranty that is the longer of [***] or [***]. In no event will the warranty for repaired or replaced Consumables be later than [***] from the date of shipment. With respect to replaced TG Consumables, Illumina will use commercially reasonable efforts to provide replacement TG Consumables in a Customer’s scheduled shipment where single lot per shipment can be maintained.

b.Hardware. Illumina will repair or replace the non-conforming Hardware in its sole discretion. Hardware may be repaired or replaced with functionally equivalent, reconditioned, like new fully refurbished or new Hardware or components (if only a component of Hardware is non-conforming), provided that non-conforming Hardware that is less than [***] into the warranty period will be replaced with new Hardware. If the Hardware is replaced in its entirety, or if only a component is/are being repaired or replaced, the warranty period for the replacement Hardware is the longer of [***] or [***]. Replaced or repaired componentdo not extend the original Hardware warranty period.

8.4Procedure. In order to be eligible for repair or replacement under this warranty Customer must (a) promptly contact Illumina’s customer support department to report the non‑conformance, (b) cooperate with Illumina in the diagnosis of the non-conformance, and (c) return the Supplied Product, transportation charges paid by Illumina, to Illumina following

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Illumina’s instructions or if agreed by Illumina, grant Illumina’s authorized repair personnel access to this Supplied Product in order to confirm the non-conformance and make repairs.

8.5Third-Party Goods. Illumina has no warranty obligations with respect to any goods or software originating from a third party, including without limitation, any such good or software supplied to Customer under this Agreement. Third-party goods or software are those that are labeled or branded with a third party’s name. The warranty for third-party goods or software, if any, is provided by the original manufacture. Illumina will cooperate with Customer in filing any warranty claims with such third parties.

8.6Limited Warranties. TO THE EXTENT PERMITTED BY LAW AND EXCEPT FOR THE EXPRESS LIMITED WARRANTIES FOR SUPPLIED PRODUCTS SET FORTH IN SECTION 8.1 AND 8.3 OH THUS AGREEMENT, ILLUMINA MAKES NO (AND EXPRESSLY DISCLAIMS ALL) WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SUPPLIED PRODUCTS OF ANY SERVICES PROVIDED IN CONNECTION WITH THIS AGREEMENT INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, CARE AND SKILL, NONINFRINGFMENT, OR ARISING FROM COURSE OF PERFORMANCE DEALING, USAGE OR TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING. ILLUMINA MAKES NO CLAIM, REPRESENTATION, OR WARRANTY OF ANY KIND AS TO UTILITY OF THE SUPPLIED PRODUCTS FOR CUSTOMER’S INTENDED USES.

IX. CONFIDENTIAL INFORMATION

9.1Confidential Information; Confidentiality. The Parties acknowledge that a Party (the “Recipient Party”) may have access to confidential or proprietary information (“Confidential Information”) of the other Party (the “Disclosing Party”) in connection with this Agreement. In order to be protected as Confidential Information, information must be disclosed with a confidential or other similar propriety legend and in the case of orally or visually disclosed information, the Disclosing Party shall notify the Recipient Party of its confidential nature at the time of disclosure and provide a written summary that is marked with a confidential or other similar proprietary legend to the Recipient Party within [***] (email acceptable). Confidential Information may include, but shall not be limited to, inventions, designs, formulas, algorithms, trade secrets, know-how, customer lists, cost and pricing information, business and marketing plans, and other business, regulatory, manufacturing and financial information. This Agreement, including its terms, including pricing, is Confidential Information. During the Term of this Agreement and for a period of [***] thereafter, the Recipient Party shall hold the Disclosing Party’s Confidential Information in confidence using at least the degree of care that is used by the Recipient Party with respect to its own Confidential Information, but no less than reasonable care. The Recipient Party shall disclose the Confidential Information of the Disclosing Party solely on a need to know basis to its employees, contractors, officers, directors, representatives, and those of its Affiliates, under written confidentiality and restricted use terms or undertakings consistent with this Agreement. The Recipient Party shall not use the Disclosing Party’s Confidential Information for any purpose other than exercising its right and fulfilling its

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obligations under this Agreement. The Confidential Information shall at all times remain the property of the Disclosing Party. The Recipient Party shall, upon written request of the Disclosing Party, return to the Disclosing Party or destroy the Confidential Information of the Disclosing Party. Notwithstanding the foregoing, the Recipient Party may maintain one copy of the Disclosing Party’s Confidential Information to be retained by the Recipient Party’s Legal Department for archival purposes only.

9.2Exception. Notwithstanding any provision contained in this Agreement to the contrary, neither Party shall be required to maintain in confidence or be restricted in its use of any of the following: (a) information that, at the time of disclosure to the Recipient Party, is in the public domain through no breach of this Agreement or breach of another obligation of confidentiality owed to the Disclosing Party or its Affiliates by the Receding Party, (b) information that, after disclosure hereunder, becomes part of the public domain by publication or otherwise, except by breach of this Agreement or breach of another obligation of confidentiality owed to the Disclosing Party or its Affiliate by the Receiving Party; (c) information that was in the Recipient Party’s or its Affiliate’s possession at the time of disclosure hereunder by the Disclosing Party unless subject to an obligation of confidentiality or restricted use owed to the Disclosing Party or its Affiliate; (d) information that is independently developed by or for the Recipient Party or its Affiliates without use of or reliance on Confidential Information of the Disclosing Party, or (e) information that the Recipient Party receives from a third party where such third party was under no obligation of confidentiality to the Disclosing Party or its Affiliate with respect to such information.

9.3Disclosures Required by Law. The Recipient Party may disclose Confidential Information of the Disclosing Party as required by court order, operation of law, or government regulation, including in connection with submissions to regulatory authorities with respect to the Supplied Products; provided that, the Recipient Party promptly notifies the Disclosing Party of the specifics of such requirement prior to the actual disclosure, or promptly thereafter if prior disclosure is impractical under the circumstances, uses diligent and reasonable efforts to limit the scope of such disclosure or obtain confidential treatment of the Confidential Information if available, and allows the Disclosing Party to participate in the process undertaken to protect the confidentialityof the Disclosing Party’s Confidential Information including, without limitation, cooperating with the Disclosing Party in its efforts to permit the Receiving Party to comply with the requirements of such order, law, or regulation in a manner that discloses the least amount necessary, if any, of the Confidential Information of the Disclosing Party.

9.4Injunctive Relief. Each Party acknowledges that any use or disclosure of the other Party’s Confidential Information other than in accordance with this Agreement may cause irreparable damage to the other Party. Therefore, in the event of any such use or disclosure or threatened use or threatened disclosure of the Confidential Information of either Party hereto, the non-breaching Party shall be entitled, in addition to all other rights and remedies available at Law, to seek injunctive relief against the breach or threatened breach of any obligations under this Article IX.

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9.5Disclosure of Agreement. Except as expressly provided otherwise in this Agreement, neither Party may disclose this Agreement, the terms and conditions of this Agreement, including any financial terms thereof, and the subject matter of this Agreement to any third party without the prior written consent of the other Party, which consent shall not be unreasonably withheld. Notwithstanding anything in this Agreement to the contrary, Customer acknowledges and agrees that Illumina and its Affiliates, as healthcare companies, may, if required by applicable Law, disclose this Agreement, its terms, its subject matter, including financial terms (including without limitation Illumina’s compliance with Sunshine Act).

X. LIMITATIONS OF LIABILITY; DISCLAIMERS; REPRESENTATIONS

10.1Limitation of Liability.

a.EXCEPT WITH RESPECT TO LIABILITY ARISING FROM (1) INDEMNIFICATION OBLIGATIONS UNDER ARTICLE XI, (2) BREACH OF ARTICLEIX (CONFIDENTIAL INFORMATION, OR (3) INTENTIONAL BREACH OR MISCONDUCT UNDER THIS AGREEMENT, BUT OTHERWISE TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ILLUMINA OR ITS AFFILIATES BE LIABLE TO CUSTOMER, NOR SHALL CUSTOMER OR ITS AFFILIATES BE LIABLE TO ILLUMINA, FOR COSTS OF PROCUREMENT OF SUBSTITUTE SUPPLIED PRODUCTS OR SERVICES, LOST PROFITS, DATA OR BUSINESS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, THE SALE OF ANY SUPPLIED PRODUCT TO CUSTOMER, USE OR ANY SUPPLIED PRODUCT BY CUSTOMER, ILLUMINA’S PERFORMANCE HEREUNDER OR ANY OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, HOWEVER ARISING OR CAUSED AND ON ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, MISREPRESENTATION, BREACH OF STATUTORY DU FY OR OTHERWISE).

b.EXCEPT WITH RESPECT TO LIABILITY ARISING FROM (1) ILLUMINA’S INDEMNIFICATION OBLIGATIONS UNDER ARTICLE XI, (2) BREACH BY ILLUMINA OF ARTICLE IX (CONFIDENTIAL INFORMATION), OR (3) ILLUMINA’S INTENTIONAL BREACH OR MISCONDUCT UNDER THIS AGREEMENT, BUT OTHERWISE TO THE EXTENT PERMITTED BY LAW, ILLUMINA’S TOTAL AND CUMULATIVE LIABILITY TO CUSTOMER ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, MISREPRESENTATION, BREACH OF STATUTORY DUTY OR OTHERWISE SHALL IN NO EVENT EXCEED [***].

c.EXCEPT WITH RESPECT TO LIABILITY ARISING FROM (1) CUSTOMER’S INDEMNIFICATION OBLIGATIONS UNDER ARTICLE XI, (2) CUSTOMER’S BREACH OF ARTICLE IX (CONFIDENTIAL INFORMATION), (3) CUSTOMER’S INTENTIONAL BREACH OR MISCONDUCT UNDER THIS AGREEMENT AND (4) CUSTOMER’S PAYMENT OBLIGATIONS UNDER THIS AGREEMENT, BUT

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OTHERWISE TO THE EXTENT PERMITTED BY LAW, CUSTOMER’S TOTAL AND CUMULATIVE LIABILITY TO ILLUMINA ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, MISREPRESENTATION. BREACH OF STATUTORY DUTY OR OTHERWISE SHALL IN NO EVENT EXCEED [***].

d.THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY EVEN IF ILLUMINA OR ITS AFFILIATES OR CUSTOMER AND ITS AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITY, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, INCLUDING WITHOUT LIMITATION, IN THIS ARTICLE X, THIS AGREEMENT DOES NOT LIMIT LIABILITY OF CUSTOMER OR ITS AFFILIATES FOR ANY INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, INCLUDING WITHOUT LIMITATION, APPLICATION SPECIFIC IP.

10.2Customer Representations and Warranties. Customer represents and warrants and covenants that (a) it owns, leases, or otherwise contractually controls the facilities in which Supplied Products will be used for Customer Use; (b) it has the right and authority to enter into this Agreement without violating the terms of any other agreement; (c) it has all rights and licenses necessary to purchase and use the Supplied Products for Customer Use; and (d) the person(s) signing this Agreement on its behalf has the right and authority to bind Customer to the terms and conditions of this Agreement.

10.3Customer Agreements. Customeris not an authorized dealer, representative, reseller, or distributor of any of Illumina, or its Affiliate’s, products, or service. Customer (a) is not purchasing the Supplied Product on behalf of a third party, (b) is not purchasing the Supplied Product in order to resell or distribute the Supplied Product to a third party, (c) is not purchasing the Supplied Product in order to export the Supplied Product from the country in which Illumina shipped the Supplied Product pursuant to the ship-to address designated by Illumina at the time of ordering, and (d) will not export the Supplied Product out of such country in (c).

XI. INDEMNIFICATION; INSURANCE

11.1Indemnity.

a.Indemnification by Illumina for infringement. Subject to the terms and conditions of this Agreement, including without limitation, the Exclusions to Illumina Indemnification Obligation (Section 11.1(b) below), Indemnification by Customer (Section 11.1(c) below), Conditions of Indemnification Obligation (Section 11.1(d) below), and Customer’s obligations pertaining to other IP pursuant to Article IV,

(i)Illumina shall defend, indemnify and hold harmless Customer and its officers, directors, representatives and employees (Customer and each of the foregoing a “Customer Indemnitee”) against any claim or action brought by a third-party;

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(A)alleging infringement of the valid and enforceable Intellectual Property Rights of a third party that pertain to or cover aspects or features of the Supplied Product(s) (or use thereof) without regard to (i.e., that is not particular to) any specific field(s) of use or specific application(s), as a result of use of the Supplied Product in the Territory for Research Use, in accordance with all the terms and conditions of this Agreement.

(B)alleging infringement of the valid and enforceable Intellectual Property Rights of a third party that pertain to or cover aspects or features of the Supplied Product(s) (or use thereof) without regard to (i.e., that is not particular to) any specific field(s) of use or specific application(s), as a result of use of the Hardware, Software, TG Consumables, and Temporary Consumables when used in the territory for Clinical Use, with specimens from the Collection Territory, in accordance with all the terms and conditions of this Agreement,

(the infringement claims in (A) and (B) are collectively and individually an “Illumina Infringement Claim”), and

(ii)Illumina shall pay all settlements entered into, and all final judgment and costs (including reasonable attorneys’ fees) awarded against such Customer Indemnitee in connection with such Illumina Infringement Claim.

The foregoing obligation to indemnify, defend and hold harmless shall not be applicable for any claim or action brought by a third party who is or was an Affiliate of Customer.

If the Supplied Projects or any part thereof become, or in Illumina’s opinion may become the subject of an infringement claim or action against Illumina (including its Affiliates) or Customer and or any other Customer Indemnitee, Illumina has the right, at its option, to (A) procure for Customer the right to continue using such Supplied Products, (B) modify or replace such Supplied Products with substantially equivalent non-infringing substitutes, or (C) require the return of such Supplied Products that are or may become the subject of an infringement claim or action and terminate the rights, license, and any other permissions given hereunder with respect thereto, no longer be obligated to supply such Supplied Products hereunder, and refund to Customer the depreciated value (as shown in Customer’s official records) of the returned Supplied Product at the time of such required return, provided that, no refund will be given for used-up or expired Consumables. This Section states the entire liability of Illumina for any allegation of Customer infringement of third party intellectual Property Rights, as well as Illumina’s entire obligation under this Agreement to indemnify, defend and hold harmless the Customer and other Customer Indemnitees.

b.Exclusions to Illumina Indemnification Obligation. Illumina shall have no obligation under Section 11.1(a), (or any obligation under this Agreement), to defend, indemnify or hold harmless any Customer Indemnitee or pay any settlements, final judgment or costs with respect to any Illumina Infringement Claim to the extent such Illumina Infringement is or arises from: (i) the use of the Supplied Product in any unauthorized or unpermitted manner or for any

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purpose outside the scope of the rights, license(s) or permissions (including scope of field of use or Intellectual Property Rights) conferred by Illumina upon Customer with respect to purchase of each unit of the Supplied Products in accordance with Section 3.1 (Authorized Uses of Supplied Product), (ii) the use of the Supplied Products in any manner or for any purpose not in accordance with or described in the Specifications or Documentation, (iii) the use of the Supplied Products in combination with any other products, materials, or services not supplied by Illumina, (iv) the use of the Supplied Products to perform any assay, method or other process not supplied by Illumina, including without limitation, tests (or parts thereof) developed by Customer or performed by Customer, (v) Illumina’s compliance with specifications or instructions for Supplied Products furnished to Illumina by Customer or by a third party on behalf of Customer (e.g., custom goods), (vi) the use of the Supplied Products in any manner or for any purpose that requires rights to Other IP or Application Specific IP to avoid infringing any such rights, or (vii) Customer’s breach of any term, including breach of a representation or warranty or condition, made hereunder or included in this Agreement, wherein any use specified in (i), (ii), (iii), (iv) or (vi) is a use performed by Customer, its Affiliate, or a party to whom Customer or its Affiliate transfers Supplied Product (regardless of whether any such use or transfer is permitted under this Agreement) (each of (i) – (vii) is referred to as an “Excluded Claim”).

c.Indemnification by Customer. Customer shall defend, indemnify and hold harmless Illumina, its Affiliates, their licensors, and collaborators and development partners that contributed to the development of the Supplied Products, and their respective officers, directors, representatives, employees, successors and assigns (Illumina and each of the foregoing an “Illumina Indemnitee(s)”), against any and all claims liabilities, damages, fines, penalties, causes of action, and losses of any and every kind (“Claim”), including without limitation, claims relating to or arising out of personal injury or death, and claims relating to or arising out of infringement of a third party’s Intellectual Property Rights, to the extent a Claim results from, relates to, or arises out of: (i) any action described in any Excluded Claim, including without limitation, any use or breach described therein, (ii) Customer’s failure to obtain and maintain Regulatory Approvals, (iii) Customer’s marketing, sale, and/or provision of services within Customer Use, and/or use of or putting into service the Supplied Products therefor, including without limitation, actions (or inactions) taken by individuals who receive results from Customer’s use of Supplied Product. Customer shall not be obligated to indemnify any of the Illumina Indemnitees to the extent any such Claim arises from or is caused by any willful misconduct or negligent act of Illumina.

d.Conditions of Indemnification. The Parties’ indemnification obligations under this Section 11.1 are subject to the Party seeking indemnification (i) notifying the other, indemnifying Party promptly in writing of the claim, (ii) giving indemnifying Party exclusive control and authority over the defense of such claim, (iii) not admitting infringement of any Intellectual Property Right without prior written consent of the indemnifying Party, (iv) not entering into any settlement or compromise of any such action without the indemnifying Party’s prior written consent, and (v) providing all reasonable assistance to the indemnifying Party that the indemnifying Party requests and ensuring that its officers, directors, representatives and

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employees and other indemnitees likewise provide assistance (provided that indemnifying Party reimburses the indemnified Party(ies) for its/their reasonable out-of-pocket expenses incurred in providing such assistance). An indemnifying Party will not enter into or otherwise consent to an adverse judgment or order, or make any admission as to liability or fault that would adversely affect the indemnified party, or settle a dispute without the prior written consent of the indemnified Party, which consent not to be unreasonably withheld, conditioned, or delayed.

e.Third-Party Goods. Notwithstanding anything in this Agreement to the contrary, Illumina shall have no indemnification obligations with respect to any goods or software originating from a third party, including without limitation, any such goods or software supplied to Customer under this Agreement. Third-party goods are those that are labeled or branded with a third-party’s name. Customer’s sole right to indemnification with respect to such third party goods or software shall be pursuant to the original manufacturer’s or original licensor’s indemnity, if any, to Customer, to the extent provided by the original manufacturer or original licensor.

11.2Insurance.

a.Customer shall obtain and maintain insurance coverage as follows: (i) a policy for liability (including professional and errors & omissions) in the amount of no less than [***] per occurrence, and (ii) separately a policy for commercial general liability (including product liability insurance) in the amount of no less than [***], in the case of each of (i) and (ii) to protect the Illumina Indemnitees under the indemnification provided hereunder. Illumina shall be an additional insured on Customer’s insurance policy or policies and, upon request, Illumina shall be provided appropriate certificates of insurance. Such policies shall provide a waiver of subrogation against Illumina as an additional insured and contain no cross-liability exclusion. Customer agrees that the Parties intend that Customer’s insurance coverage will be primary over any other potentially applicable insurance. Customer shall ensure that any umbrella or excess liability coverage shall not treat the naming of Illumina as an additional insured as a coverage change that voids or terminates such coverage. Customer will not cancel or amend the policies without [***] prior written notice to Illumina. Customer shall maintain such insurance at all times during the Term and for a period of [***] thereafter.

b.Illumina shall obtain and maintain insurance coverage as follows: (i) a policy for liability (including professional and errors & omissions) in the amount of no less than [***] per occurrence, and (ii) separately a policy for commercial general liability (including product liability insurance) in the amount of no less than [***], in the case of each of (i) and (ii) to protect the Customer Indemnitees under the indemnification provided hereunder. Illumina will not cancel the policies without [***] prior written notice to Customer. Illumina will not amend the policies to have lesser coverage. Illumina shall maintain such insurance at all times during the Term and for a period of [***] thereafter.

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XII. TERM AND TERMINATION

12.1Term. This Agreement shall commence on the Effective Date and terminate three (3) years thereafter unless otherwise terminated early as provided hereunder or extended longer by the mutual agreement of the Parties. The period from the Effective Date to the date the Agreement terminates or expires is the “Term.”

12.2Early Termination. Without limiting any other rights of termination expressly provided in this Agreement or under Law, this Agreement may be terminated early as follows:

a.Breach of Provision. If a Party materially breaches this Agreement and fails to cure such breach within 30 days after receiving written notice of the breach from the other Party, the non-breaching Party shall have the right to terminate this Agreement with immediate effect by providing written notice of termination to the other Party. Notwithstanding the foregoing, and without limiting any other right or remedy of Illumina, breach by Customer of any termin Article III (Use Rights for Supplied Products) or Article IV (Intellectual Property), under this Agreement, gives Illumina the right to seek injunctive relief and/or to terminate this Agreement with immediate effect upon written notice.

b.Bankruptcy and Insolvency. A Party may terminate this Agreement, effective immediately upon written notice, if the other Party becomes the subject of a voluntary or involuntary petition in bankruptcy, for winding up of that Party, or any proceeding relating to insolvency, receivership, administrative receivership, administration liquidation or company voluntary arrangement or scheme of arrangement with its creditors that is not dismissed or set aside within 60 days. In the event of any insolvency proceeding commenced by or against Customer, Illumina shall be entitled to cancel any Purchase Order then outstanding and not accept any further Purchase Order until bankruptcy or insolvency proceeding is resolved.

c.Termination for Regulatory Standards. In the event that either Party is notified by a regulatory agency or government body, including without limitation the FDA or any foreign equivalent, or has a reasonable basis to believe, that its performance under this Agreement is illegal or violates any Law, then each Party has the right to terminate the part(s) of the Agreement negatively affected by such ruling, upon 10 days prior written notice to the other Party and Illumina has the right to cease supplying the affected Supplied Product.

12.3Right to CeaseDelivery. In addition to any other remedies available to Illumina under this Agreement or at Law, Illumina reserves the right to cease shipping Supplied Product to Customer immediately if Customer (a) uses the Supplied Product in any unauthorized or unpermitted manner, including without limitation, outside the scope of Customer Use (including the Intellectual Property Rights and field of use) expressly conferred to Customer in accordance with Section 3.1 (Authorized Uses of Supplied Products) of this Agreement, (b) fails to pay invoices when due, provided that Illumina shall work with Customer in good faith to address invoices that are not paid when due, so long as Customer has not purposefully withheld payment on any one invoice and has a good record of paying invoices when due, (c) breaches any term in Article III (Use Rights for Supplied Products) or Article IV (Intellectual Property), (d) breaches

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any Customer representation or warranty made hereunder or (e) provides notice to Illumina in accordance with Section 12.2(c).

12.4Survival of Obligations. All definitions, all purchase commitments under open Purchase Orders, all payment obligations, Section 3.2 (Limitations on Customer Use; Excluded Activities), Article IV (Intellectual Property Rights), Sections 5.1 (Research Supplied Products), 5.2 (Regulatory Approvals), non-cancellation of Purchase Orders under Section 6.1 (Purchase Orders; Acceptance; Cancellation), title and risk of loss under Section 6.3 (Shipping Terms; Title and Risk of Loss; Ship Date Changes), 7.4 (Payment Instead of Taking TG Consumable), Articles VIII (Warranty), IX (Confidential Information), X (Limitations of Liability; Disclaimers; Representations ), XI (Indemnification; Insurance), Section 12.4 (Survival of Obligations), XIII (Additional Terms and Conditions) shall survive termination or expiration of this Agreement. With respect to Use Rights in Section 3.1, Customer has the right to use the units of Consumables supplied under this Agreement with Hardware and Existing Hardware until the expiration date of those Consumables. Termination or expiration of this Agreement shall not relieve the Parties of any liability or obligation that accrued hereunder prior to the effective date of such termination or expiration nor preclude either Party from pursuing all rights and remedies it may have hereunder or at law or in equity with respect to any breach of this Agreement, nor prejudice either Party’s right to obtain performance of any obligation.

XIII. ADDITIONAL TERMS AND CONDITIONS

13.1Governing Law; Jurisdiction. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation shall be governed and construed in accordance with the laws of the State of California, U.S.A., without regard to provisions on the conflicts of laws. The Parties agree that the United Nations Convention on Contracts for the International Sale of goods shall not apply to this Agreement, including any terms in Documentation. In Illumina’s sole discretion, any dispute, claim or controversy arising out of or relating to the breach, termination, enforcement, interpretation or validity of these terms and conditions, shall be determined by confidential binding arbitration conducted in the English language to be held in San Mateo, California before one arbitrator who has at least 10 years of experience in handling disputes similar to the dispute to be arbitrated hereunder and administered by JAMS pursuant to the JAMS Comprehensive Arbitration Rules. In all cases of arbitration hereunder each Party shall bear its own costs and expenses and an equal share of the arbitrator’s and administrator’s fees of arbitration; neither Party nor an arbitrator may disclose the existence, content, or results of any arbitration without the prior written consent of both Parties, unless required by law; the decision of the arbitrator shall be final and binding on the Parties, provided that, the arbitrator shall not have the authority to alter any explicit provision of these terms and conditions; judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude the Parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. Notwithstanding anything herein to the contrary, any claims or causes of action involving infringement, validity, or enforceability of a Party or its Affiliate’s Intellectual Property rights are not subject to this arbitration clause.

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13.2Illumina Affiliates; Rights of Third Parties. Customer agrees that Illumina may delegate or subcontract any or all of its rights and obligations under this Agreement to one or more of its Affiliates. Illumina invoices and other documentation may come from an Illumina Affiliate and Customer shall honor those just as if they came directly from Illumina. There are no third party beneficiaries to this Agreement. The Parties to this Agreement may rescind or terminate this Agreement or vary any of its terms in accordance with their rights under this Agreement and by law, without the consent of any third party.

13.3Legal Compliance. Nothing in this Agreement is intended, or should be interpreted, to prevent either Party from complying with, or to require a Party to violate, any and all applicable Laws. Should either Party reasonably conclude that any portion of this Agreement isor may be in violation of a change in a Law made after the Effective Date, or if any such change or proposed change would materially alter the amount or method of compensating Illumina for Supplied Products purchased by, or services performed for, Customer, or would materially increase the cost of Illumina’s performance hereunder, the Parties agree to negotiate in good faith written notifications to this Agreement as may be necessary to establish compliance with such changes and/or to reflect applicable changes in compensation necessitated by such legal changes, with any mutually agreed upon modifications added to this Agreement by written amendment.

13.4Severability; No Waiver; Rights and Remedies. If any provision or subsection of this Agreement is held invalid, illegal or unenforceable, it shall be enforced to the maximum extent permissible so as to effect the intent of the Parties, and the remainder of this Agreement will continue in full force and effect. The failure or delay of either Party to exercise any right or remedy provided herein or to require any performance of any term of this Agreement shall not be construed as a waiver, and no single or partial exercise of any right or remedy provided herein, or the waiver by either Party of any breach of this Agreement shall not prevent a subsequent exercise or enforcement of, or be deemed a waiver of any subsequent breach of, the same or any other term of this Agreement. Except as expressly provided in this Agreement, the rights and remedies of each Party under this Agreement are cumulative and not exclusive of any rights or remedies provided by Law.

13.5Assignment. Customer shall not assign or transfer this Agreement or any rights or obligations under this Agreement, without the prior written consent of Illumina, such consent not to be unreasonably conditioned, withheld or delayed. Illumina may assign this Agreement to an Affiliate that is capable of fulfilling Illumina’s obligations under this Agreement.

13.6Export. Customer agrees that the Supplied Products, or any related technology provided under this Agreement, may be subject to restrictions and controls imposed by the United States Export Administration Act and the regulations thereunder (or the regulations and laws of another country). Notwithstanding anything to the contrary in this Agreement, Customer agrees not to export or re-export the Supplied Products, or any related technology into any country in violation of such controls or any other laws, rules or regulations of any country, state or jurisdiction.

13.7Notices. All notices required or permitted under this Agreement shall be in writing, in English, and shall be deemed received only when (a) delivered personally; (b) 5 days after

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having been sent by registered or certified mail, return receipt requested, postage prepaid (or 10 days for international mail); or (c) 1 day after deposit with a commercial express courier specifying next day delivery or, for international courier packages, 2 days after deposit with a commercial express courier specifying 2-day delivery, with written verification of receipt. All notices shall be sent to the following or any other address designated by a Party using the procedures set forth in this Sub-Section:

If to Illumina:	If to Customer:
Illumina, Inc. 5200 Illumina Way San Diego, CA 92122 Attn: [***] [***]	Guardant Health, Inc. 2686 Middlefield Road, Suite E Redwood City, CA 94063 Attn: Chief Executive Officer
With a copy to: General Counsel
Illumina, Inc. 5200 Illumina Way San Diego, CA 92122 Attn: General Counsel	With a copy to: Legal Department (at same address)

13.8Force Majeure. Neither Party shall be in breach of this Agreement nor liable for any failure to perform or delay in the performance of this Agreement attributable in whole or in part to any cause beyond its reasonable control, including but not limited to acts of God, fire, flood, tornado, earthquake, hurricane, lightning, any action taken by government or a regulatory authority, actual or threatened acts of war, terrorism, civil disturbance or insurrection, sabotage, labor shortages or disputes, transportation difficulties, interruption or failure of any utility service, raw materials or equipment, or the other Party’s fault or negligence (each an event of “Force Majeure”). In the event of any such delay the delivery date for performance shall be deferred for a period equal to the time lost by reason of the delay. Notwithstanding anything in this Agreement to the contrary, Customer’s payment obligations are not affected by this provision except to the extent the Force Majeure affects financial institutions and, as a result, the financial institutions cannot complete the transaction necessary for Customer to satisfy its payment obligations.

13.9Entire Agreement; Amendment; Waiver. This Agreement represents the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior discussions, communications agreements, and understandings of any kind and nature between the Parties. The Parties acknowledge and agree that by entering into this Agreement, they do not rely on any statement, representation, assurance or warranty of any person or entity other than as expressly set out in the Agreement. Each Party agrees that it shall have no right or remedy (other than for breach of contract) in respect of any statement, representation, assurance or warranty

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(whether made negligently or innocently) other than as expressly set out in this Agreement. Nothing in this Section shall exclude or limit liability for fraud. No amendment to this Agreement will be effective unless in writing and signed by both Parties. No waiver of any right condition, or breach of this Agreement will be effective unless in writing and signed by the Party who has the right to waive the right, condition or breach and delivered to the other Party.

13.10Relationship of the Parties. The Parties are independent contractors under this Agreement and nothing contained in this Agreement should be construed as creating a partnership, joint venture or agency relationship between the Parties or, as granting either Party the authority to bind or contract any obligation in the name of the other Party, or to make any statements, representations, warranties or commitments on behalf of the other Party.

13.11Publicity; Use of Names or Trademarks. Each Party shall obtain prior written consent of the other Party on all press releases or other public announcements relating to this Agreement, including its existence or its terms, provided that a Party is not required to obtain prior written consent of the other Party for press releases or public disclosures that repeat information that has been previously publicly disclosed. Notwithstanding any of the foregoing, if required by Law, including without limitation by the U.S. Securities and Exchange Commission or any stock exchange or Nasdaq, then a Party may issue a press release or other public, announcement regarding this Agreement, provided that the other Party has received prior written notice of such intended press release or public announcement and an opportunity to seek a protective order if practicable under the circumstances, and the Party subject to the requirement cooperates with the other Party to limit the disclosure and includes in such press release or public announcement only such information relating to this Agreement as in required by such Law to be publicly disclosed. The Parties will make all reasonable attempts to diligently and in good faith work together to redact this Agreement to a mutually acceptable extent in the event this Agreement is required by applicable Law to be made public (e.g., SEC filing). Neither Party shall use the name or trademarks of the other Party without the express prior written consent of the other Party.

13.12Headings; Interpretation; Miscellaneous. Sections, titles and headings in this Agreement are for convenience only and are not intended to affect the meaning or interpretation hereof. This Agreement has been negotiated in the English language and only the English language version shall control. Any translation of this Agreement into a non-English language is for convenience only. Whenever required by the context, the singular term shall include the plural, the plural term shall include the singular, and the gender of any pronoun shall include all genders. As used in this Agreement except as the context may otherwise require, the words “include”, “includes”, “including”, and “such as” are deemed to be followed by “without limitation”, whether or not they are in fact followed by such words or words of like import, and “will” and “shall” are used synonymously. Except as expressly stated, any reference to “days” shall be to calendar days, and “business day” shall mean all days other than Saturdays, Sundays or a national or local holiday recognized in the United States, and any reference to “calendar month” shall be to the month and not a 30 day period, and any reference to “calendar quarter” shall mean the first 3 calendar months of the year, the 4-6^th calendar months of the year, the 7‑9^th calendar months of the year, and the last 3 calendar months of the year. Whenever the last day for

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the exercise of any privilege or the discharge of any duty hereunder shall fall on, or any notice is deemed to be given on a Saturday, Sunday, or national holiday, the Party having such privilege or duty shall have until 5:00 pm PST on the next succeeding business day to exercise such privilege or to discharge such duty or the Party giving notice shall be deemed to have given notice on the next succeeding business day. It is further agreed that no usage of trade, course of performance, or other regular practice between the Parties hereto shall be used to interpret or alter the terms and conditions of this Agreement, including without limitation, the scope of use rights for each unit of Supplied Product supplied under this Agreement. Ambiguities, if any, in this Agreement shall not be construed against any particular Party, irrespective of which Party may be deemed to have authored the ambiguous provision. Unless expressly stated otherwise in this Agreement, notification of changes to any Supplied Product, including but not limited to Consumables, Hardware, and Software is not provided. Nothing in this Agreement prevents or restricts Illumina from manufacturing, offering and selling Supplied Products to any party third party or Affiliate for any use, or prevents or restricts Illumina and its Affiliates from using the Supplied Products for any use, even if any such use is competitive with Customer. Illumina is constantly innovating and developing new products or new versions of products. Accordingly, Illumina makes no guarantee that the specific products described in or referenced in this Agreement will be manufactured throughout the Term or for any specific period of time.

13.13Counterparts. This Agreement may be executed in one or more counterparts, and each of which shall be deemed to be an original, and all of which shall constitute one and the same instrument.

13.14Further Assurance; Costs. Except as expressly provided in this Agreement, each Party shall pay its own costs incurred in connection with the negotiation, preparation, and execution of this Agreement any documents referred to in it.

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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their respective duly authorized representatives.

Guardant Health, Inc.:		Illumina, Inc.:
By:	/s/ Michael Wiley	By:	/s/ Charles M. Moehle
Name:	Michael Wiley	Name:	Charles M. Moehle
Title:	CFO	Title:	VP Licensing + Bus Dev
Date:	8/8/14	Date:	15 Sep 2014

Signature Page for Supply Agreement

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EXHIBIT A – PART 1 OF 2 – HARDWARE [***]

The following tables list the Hardware subject to purchase under this Agreement and the [***].

[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]

Service Contracts

The above Hardware [***] include a [***]. [***] can be upgraded for the difference between [***] and [***].

[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
	[***]	[***]	[***]
	[***]	[***]	[***]
	[***]	[***]	[***]
[***]	[***]	[***]	[***]
	[***]	[***]	[***]
	[***]	[***]	[***]
	[***]	[***]	[***]
	[***]	[***]	[***]
[***]	[***]	[***]	[***]
	[***]	[***]	[***]
	[***]	[***]	[***]
	[***]	[***]	[***]
	[***]	[***]	[***]

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Illumina Qualification Services

Installation Qualification (IQ), Operational Qualification (OQ) and Instrument Performance Verification (IPV) areavailable upon Customer’s request at any time duringthe term of the Agreement. [***] for such services, as of the EffectiveDate,are set forth in the table below.

The descriptions of these services are as follows:

• Installation Qualification: documentation that facilities in which the Hardware has been installed are in accordance with requirements and safety regulations of the original manufacturer.

• Operational Qualification: evaluates the correct functionality of the equipment under test by examining and quantifying the specifications after installation.

• Instrument Performance Verification: ensures the accuracy of the Hardware after a major service event or replacement of specific modules.

[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]

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EXHIBIT A – PART 2 OF 2 – CONSUMABLES [***]

The following tables list the Consumables subject to purchase under this Agreement and the [***].

TG CONSUMABLES [***]

[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]

NON-TG CONSUMABLES [***]

[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]

First Quote. Illumina will provide Customer a quotation referencing this Agreement and specifying [***] for each Consumable through the [***] (the “First Quote”). The First Quote and [***] found therein expires on the [***], and sets forth [***] that will be used on all Purchase Orders that are provided by Customer prior to the end of such period. The Purchase Orders placed against the First Quote must reference the First Quote and this Agreement to be valid. The First Quote shall include a [***] of TG Consumables ordered on Purchase Orders placed against the First Quote, but only on such purchases of TG Consumables made at the same time as, and after, Customer purchases a [***]. The [***], as applicable expires on the [***] and its continuance for the next [***] quote is subject to review.

[***] Quotes and Purchase Orders for Consumables. No later than [***] of this Agreement, Illumina will issue a quotation referencing this Agreement and specifying [***] for each Consumable (the “[***] Quote”). Each [***] Quote and [***] found therein expires on [***] sets forth [***] that will be used on all Purchase Orders that are provided by Customer prior to the end of such [***]. The Purchase Orders placed against each [***] Quote must reference the [***] Quote and this Agreement to be valid.

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Illumina®

QUOTATION FOR SUPPLY OF GENETIC ANALYSIS PRODUCTS

Prepared by:Illumina, Inc.
5200 Illumina Way
San Diego, CA 92122, USA
Hereinafter referred to as “Illumina”

Prepared for:Guardant Health, Inc.Hereinafter referred to as “Guardant Health, Inc.”or “Customer”

Quotation Number:	[***]
Quotation Date:	August 12, 2014
Revision Date:	September 12, 2014
Expiration Date:	March 31, 2015
Prepared By:	[***]
Phone Number:	[***]
Email:	[***]

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I. CUSTOMER INFORMATION

Company or Institution Name:	Guardant Health, Inc.
Address:	Redwood City, CA

II. PRODUCT & [***] INFORMATION

Illumina is pleased to offer Customer the following [***] products families listed below (excludes [***] consumables, software, hardware or new instrument purchases) in accordance with the TG Supply Agreement executed between Illumina and Customer. For [***] to apply, Customer must agree to the following:

• This Master Quote, which can be used for multiple purchases, will only be valid until 5:00pm on the expiration date listed on page 1.

• All Customer purchase orders received by Illumina [***] must be in USD and make specific reference to this Quotation.

• [***] as during the active price period, Illumina shall at its sole discretion, adjust [***] for future products or for any, [***] to the current products offered on this Quotation.

• [***] terms of this offer are kept confidential except as needed to execute the purchase.

• [***] for consumables applies only to the product families specified in table herein.

• Customer shall remain responsible for all shipping and freight charges for the products ordered hereto. Goods shall be delivered FOB DESTINATION PRE-PAID BY ILLUMINA AND CHARGED BACK TO CUSTOMER. Customer understands that estimated shipping and freight charges listed on this quotation may differ from actual charges. Customer agrees to pay for all actual shipping/freight expenses upon invoice.

[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]

Customer:		Illumina:
By:	/s/ Michael Wiley	By:	/s/ Mark Van Oene
Name:	Michael Wiley	Name:	Mark Van Oene
Title:	CEO	Title:	VP & GM America Commercial Operations
Date:	9/16/14	Date:	09/16/14

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Terms and Conditions of Sale – Customer T6 Supply Agreement

This quote is subject to the terms and conditions contained within the Supply Agreement
executed between Illumina and Customer, executed on	09/16/2014	.
	(MMMM DD, YYYY)

(ATTACH EXHIBIT A – [***] PER THE SUPPLY AGREEMENT

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EX-10.2(A)

Exhibit 10.2(a)

FIRST AMENDMENT TO LEASE

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”):

A.    Landlord and Tenant are the parties to that certain Lease, dated November 1, 2014 entered into by and between Tenant, as tenant, and Landlord, as landlord (“Existing Lease”); for certain “Existing Premises” described therein containing approximately 48,787 rentable square feet in Building Number 12 (located at 505 Penobscot Drive, Redwood City, California 94063), all as more particularly described in the Existing Lease.

B.    Landlord and Tenant desire to provide for (i) the extension of the Term of the Existing Lease, (ii) the lease to Tenant of Expansion Space A, Expansion Space B, Expansion Space C and Expansion Space D (each as defined below) for the extended term specified herein; and (iii) other amendments of the Existing Lease as more particularly set forth below.

NOW, THEREFORE, in consideration of the foregoing, and of the mutual covenants set forth herein and of other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1.SCOPE OF AMENDMENT; DEFINED TERMS. Except as expressly provided in this Amendment, the Existing Lease shall remain in full force and effect. Should any inconsistency arise between this Amendment and the Existing Lease as to the specific matters which are the subject of this Amendment, the terms and conditions of this Amendment shall control. All capitalized terms used in this Amendment and not defined herein shall have the meanings set forth in the Existing Lease unless the context clearly requires otherwise; provided, however, that the term “Lease” as used herein and, from and after the Execution Date, in the Existing Lease shall refer to the Existing Lease as modified by this Amendment.

SECTION 2.EXTENSION OF TERM.

(a)Landlord and Tenant acknowledge and agree that, notwithstanding any provision of the Existing Lease to the contrary, the current Term pursuant to the Existing Lease will expire on November 30, 2022, and that the Term of the Lease solely with respect to the Existing Premises, Expansion Space C (as defined below) and Expansion Space D (as defined below) commencing on December 1, 2022 with respect to the Existing Premises, the ESCCD (as defined below) with respect to Expansion Space C and the ESDCD (as defined below) with respect to Expansion Space D is hereby extended until December 31, 2025 (hereafter, the “Phase 1 Termination Date” in lieu of the date provided in the Existing Lease), unless sooner terminated pursuant to the terms of the Lease.

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(b)Landlord and Tenant acknowledge and agree that, notwithstanding any provision of the Existing Lease to the contrary, the Term of the Lease solely with respect to Expansion Space A (as defined below) and Expansion Space B (as defined below) commencing on the ESACD (as defined below) with respect to Expansion Space A and the ESBCD (as defined below) with respect to Expansion Space B is hereby extended until December 31, 2026 (hereafter, the “Phase 2 Termination Date” in lieu of the date provided in the Existing Lease), unless sooner terminated pursuant to the terms of the Lease.

(c)Landlord and Tenant acknowledge and agree that this Amendment provides all rights and obligations of the parties with respect to the extension of the current Term, whether or not in accordance with any other provisions, if any, of the Existing Lease regarding renewal or extension; provided however, the Option to Extend set forth in Section 3 of Rider 2 of the Existing Lease shall be modified as provided in Section 11 below.

SECTION 3.AMENDMENT OF BASE MONTHLY RENT. Notwithstanding any provision of the Existing Lease to the contrary, effective on and after December 1, 2022, the amount of monthly Base Rent due and payable by Tenant for the Existing Premises is hereby amended as follows:

Period from/to	Monthly Base Rent
December 1, 2022 – December 31, 2023	$209,296.23
January 1, 2024 – December 31, 2024	$215,575.12
January 1, 2025 – December 31, 2025	$222,042.37

SECTION 4.TENANT’S SHARE. Notwithstanding any provision of the Existing Lease to the contrary, effective on the Execution Date with respect to Existing Premises, Tenant’s Building Share is conclusively agreed to be a total of 58.55%, Tenant’s Phase Share is conclusively agreed to be a total of 20.71% and Tenant’s Project Share is conclusively agreed to be a total of 9.08%.

SECTION 5.LEASE OF EXPANSION SPACE A.

(a)Subject to Section 5(f) below, Landlord hereby leases to Tenant and Tenant hereby hires from Landlord Expansion Space A (defined below) upon and subject to all of the terms, covenants and conditions of the Existing Lease except as expressly provided herein. “Expansion Space A” is the part of Building Number 27 located at 220 Saginaw Drive, Redwood City, as shown on Exhibit A‑1 to this Amendment. Landlord and Tenant hereby agree that (i) Expansion Space A is conclusively presumed to be 24,448 rentable square feet; and (ii) this Amendment provides all rights and obligations of the parties with respect to expansion of the Existing Premises, whether or not in accordance with any other expansion rights previously granted to Tenant; and upon execution hereof, any and all other rights to expand are null, void and of no force or effect, and without limiting the generality of the foregoing, Tenant and Landlord acknowledge and agree that the Right of First Offer set forth in Section 5 of Rider 2 to the Existing Lease is hereby deleted as of the Execution Date.

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(b)Construction; Commencement Date; Term; Rent; Other Provisions. Notwithstanding any provision of the Existing Lease to the contrary, the following provisions shall govern Expansion Space A.

(1)Condition; Construction. Except as set forth below: (i) Landlord shall deliver Expansion Space A to Tenant in its AS IS condition, without any express or implied representations or warranties of any kind by Landlord, its brokers, manager or agents, or the employees of any of them regarding Expansion Space A; and (ii) Landlord shall not have any obligation to construct or install any tenant improvements or alterations or to pay for any such construction or installation. Notwithstanding the foregoing, Tenant shall notify Landlord in writing within forty‑five (45) days after Tenant takes possession of Expansion Space A of any defects in the base Building electrical, heating, ventilation and air conditioning and plumbing systems located in or exclusively serving Expansion Space A (“Expansion Space A Defects”). Except for the Expansion Space A Defects stated in such notice, Tenant shall be conclusively deemed to have accepted Expansion Space A “AS IS” in the condition existing on the date Tenant first takes possession, and to have waived all claims relating to the condition of Expansion Space A. Landlord shall proceed diligently to correct the Expansion Space A Defects stated in such notice unless Landlord disputes the existence of any such Expansion Space A Defects. In the event of any dispute as to the existence of any such defects, the reasonable decision of Landlord shall be final and binding on the parties. No agreement of Landlord to alter, remodel, decorate, clean or improve Expansion Space A or the real property and no representation regarding the condition of Expansion Space A or the real property has been made by or on behalf of Landlord to Tenant, except as may be specifically stated in this Amendment.

(2)Commencement Date; Term. The Expansion Space A Commencement Date (the “ESACD”) shall mean the date which is one hundred eighty (180) days after the date on which Landlord delivers possession of Expansion Space A to Tenant for occupancy (which delivery is estimated to be October 1, 2017) and, upon the ESACD (which is estimated to be April 1, 2018), Expansion Space A becomes a part of the Premises, and Tenant’s obligation to pay rent commences with respect to Expansion Space A. The Term of this lease of Expansion Space A (the “Space A Term”) shall continue until the Phase 2 Termination Date. Within thirty (30) days after request by Landlord, Tenant and Landlord shall enter into an agreement confirming the ESACD and the Monthly Base Rent substantially in the form of Exhibit B attached hereto. If Tenant fails to enter into such agreement within ten (10) days following Landlord’s delivery of written notice of such failure to Tenant, then the ESACD shall be the date designated by Landlord in such agreement.

(3)Expansion Space A Tenant Alterations & Allowance. All design and construction of any alterations, additions, improvements, installations or refurbishment of permanent improvements to Expansion Space A (“Expansion Space A Tenant Alterations”) shall be performed by Tenant pursuant to the provisions of Article Nine of the Existing Lease. Notwithstanding any provisions of the Existing Lease to the contrary, Landlord shall provide an allowance equal to One Million Three Hundred Forty‑Four Six Hundred Forty and 00/100 Dollars ($1,344,640.00) (the“Expansion Space A Allowance”), which may be applied to the costs of

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“Permanent Improvement Costs” in Expansion Space A. Additionally, and specifically related to the replacement of the agreed upon HVAC units serving Expansion Space A, Landlord shall provide Tenant with an allowance equal to Two Hundred Eighty‑Five Thousand and 00/100 Dollars ($285,000.00) (the “Space A HVAC Allowance”), which Space A HVAC Allowance shall be added to, and in addition to, the Expansion Space A Allowance, and which Space A HVAC Allowance shall be used by Tenant to replace all or any of the HVAC units serving Expansion Space A. Tenant shall utilize the Space A HVAC Allowance solely for the purchase, installation and replacement of the HVAC units serving Expansion Space A (the “Space A HVAC Improvements”). The Space A HVAC Allowance shall not be used for the repair of any existing HVAC units. Prior to commencing the Space A HVAC Improvements, Tenant shall provide Landlord with a copy of the contract for such Space A HVAC Improvements and obtain Landlord’s approval of such contract (such approval by Landlord shall not be unreasonably withheld). Landlord shall have the right to have its property manager supervise the Space A HVAC Improvements. The term “Permanent Improvement Costs” shall mean the actual and reasonable costs of construction of Tenant Alterations which constitutes permanent improvements, actual and reasonable costs of engineering, design and permitting thereof, and Landlord’s construction administration fee not to exceed one percent (1%) of the Expansion Space A Allowance and the Space A HVAC Allowance (it is agreed that such 1% construction administration fee shall be in lieu of, and not in addition to, the 3% construction administration fee provided in Article Nine of the Existing Lease). The Expansion Space A Allowance and the Space A HVAC Allowance shall be payable as provided below. In no event shall the Expansion Space A, Allowance and the Space A HVAC Allowance be used to reimburse any costs of designing, procuring or installing in Expansion Space A any trade fixtures, movable equipment, furniture, furnishings, telephone equipment, cabling for any of the foregoing, or other personal property (collectively “Personal Property” for purposes of this Amendment), and the cost of such Personal Property shall be paid by Tenant. Notwithstanding the foregoing, Landlord agrees that lab specific improvements, including, without limitation, fixed benches and hoods, shall not be considered to be the Personal Property of Tenant, and Landlord agrees that the costs of the same shall be included within the definition of the Permanent Improvement Costs. The Expansion Space A Allowance and the Space A HVAC Allowance shall be paid to Tenant within thirty (30) days after the later of final completion of the Expansion Space A Tenant Alterations and the Space A HVAC Improvements, respectively, and Landlord’s receipt of (i) a certificate of occupancy (if applicable), (ii) final as‑built plans and specifications, (iii) full, final, unconditional lien releases, and (iv) reasonable substantiation of costs incurred by Tenant with respect to the Expansion Space A Tenant Alterations and the Space A HVAC Improvements, respectively, but in no event shall Landlord be obligated to make such payment until after the ESACD. Tenant must prior to the date which is twelve (12) months after the ESACD, submit written application with the items required above for disbursement or reimbursement for any reimbursable costs out of the Expansion Space A Allowance and the Space A HVAC Improvements, respectively, and to the extent of any funds for which application has not been made prior to that date or if and to the extent that the reimbursable costs of the Expansion Space A Tenant Alterations and the Space A HVAC Improvements, respectively, are less than the amount of the Expansion Space A Allowance and the Space A HVAC Allowance, respectively, any

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balance remaining thereafter shall be retained by Landlord as its sole property and Landlord shall have no obligation or liability to Tenant with respect to such excess. Landlord will bid out the work for the replacement of the Building 27 roof (the “Building 27 Roof”) and select a contractor that will be hired by Tenant’s general contractor. Tenant shall be responsible for the replacement of the Building 27 Roof and Landlord will reimburse Tenant for the costs of such replacement after Landlord receipt of the items (i) through (iv) described above but with respect to the Building 27 Roof. Landlord shall be entitled to a construction administration fee described above with respect to the Building 27 Roof. Tenant shall use commercially reasonable efforts to minimize interference with other tenant and occupants of Building 27 while replacing the Building 27 Roof. Landlord agrees that, so long as the Expansion Space A Tenant Alterations are in substantial accordance with the improvements plans provided to and approved by Landlord prior to the execution of this Amendment, Tenant shall have no obligation to restore any portion of the Expansion Space A Tenant Alterations at or prior to the Phase 2 Termination Date; provided, however, regardless of the foregoing, in any event, Tenant shall remove any Expansion Space A Tenant Alterations containing Hazardous Material and all Tenant’s trade fixtures, and, subject to Section 6.03 of the Original Lease, cabling and wiring installed for Tenant’s personal property or trade fixtures.

(4)Delayed or Early Delivery of Possession. If Landlord shall be unable to give possession of Expansion Space A on the estimated Expansion Space A Commencement Date by reason of the following: (i) the holding over or retention of possession of any tenant, tenants or occupants, or (ii) for any other reason, then Landlord shall not be subject to any liability for the failure to give possession on said date. Under such circumstances the ESACD and rent with respect to Expansion Space A shall not commence until Expansion Space A is made available to Tenant by Landlord, and no such failure to give possession on the estimated Expansion Space A Commencement Date shall affect the validity of this Amendment, the Existing Lease or the obligations of the Tenant under either. Notwithstanding any of the foregoing provisions to the contrary, if Landlord has not tendered possession of Expansion Space A on or before November 15, 2017 (the “Outside Space A Delivery Date”), Tenant shall be entitled to a rent abatement following the ESACD with respect to Expansion Space A of $3,259.73 per day for every day in the period beginning on the Outside Space A Delivery Date and ending on the date on which Landlord tenders possession of Expansion Space A to Tenant; provided, however, that the Outside Space A Delivery Date shall be delayed by the number of days that Landlord’s delivery of Expansion Space A to Tenant is delayed due Tenant Delays and Force Majeure, if any. Notwithstanding any of the foregoing provisions of this Section to the contrary, if Landlord has not tendered possession of Expansion Space A on or before the Space A Sunset Date (defined below), then, as Tenant’s sole and exclusive remedy, Tenant shall have the option to terminate the Lease solely with respect to Expansion Space A exercisable by giving written notice to Landlord within three (3) business days after the Space A Sunset Date. If Tenant does not timely give notice of its election to terminate this Lease as aforesaid and delivery of possession does not occur on or before the date which is thirty (30) days following the Space A Sunset Date, then Tenant shall again have such option to terminate the Lease solely with respect to Expansion Space A in the manner described above and such date shall constitute the new Space A Sunset Date; it being the intention of the parties that Tenant shall have a recurring

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termination option after each such thirty (30) day period following the initial Space A Sunset Date if Landlord has not tendered possession by the end of each such thirty (30) day period. As used in this Lease, “Space A Sunset Date” means the initial Space A Sunset Date of March 1, 2018, and any succeeding new Space A Sunset Dates (at thirty (30) day intervals after the initial Space A Sunset Date), and each such Space A Sunset Date, as applicable, shall be extended by the number of days of delay due to Force Majeure plus the number of days of Tenant Delay, if any. On or before the Space A Sunset Date, if such date includes any period of Force Majeure or Tenant Delay, Landlord shall give Tenant written notice of the resulting calendar date which is the Space A Sunset Date.

(c)Monthly Rent for Expansion Space A. Notwithstanding any provision of the Existing Lease to the contrary, in addition to rent payable for the Existing Premises, the amount of monthly Base Rent due and payable by Tenant for Expansion Space A, accruing on and after the ESACD and monthly thereafter for the Space A Term shall be as follows:

Period from/to	Monthly Base Rent
April 1, 2018 – March 31, 2019	$97,792.00
April 1, 2019 – March 31, 2020	$100,725.76
April 1, 2020 – March 31, 2021	$103,747.53
April 1, 2021 – March 31, 2022	$106,859.96
April 1, 2022 – March 31, 2023	$110,065.76
April 1, 2023 – March 31, 2024	$113,367.73
April 1, 2024 – March 31, 2025	$116,768.79
April 1, 2025 – March 31, 2026	$120,271.85
April 1, 2026 – December 31, 2026	$123,880.01

Tenant shall pay Landlord the initial installment of such monthly Base Rent prior to Tenant taking possession of the Expansion Space A.

(d)Base Year; Tenant’s Pro Rata Share. Notwithstanding any provision of the Existing Lease to the contrary, with respect to Expansion Space A, Tenant’s Building Share is conclusively agreed to be a total of 75.46%, Tenant’s Phase Share is conclusively agreed to be a total of 10.38% and Tenant’s Project Share is conclusively agreed to be a total of 4.55%.

(e)Parking. Notwithstanding any provision of the Existing Lease to the contrary, on and after the ESACD, with respect to Expansion Space A, Tenant shall have the right to use, at no additional charge, an additional eighty (80) unreserved, surface parking spaces.

(f)Contingency. The Lease of Expansion Space A and the obligations of each party hereunder are expressly subject to the following condition precedent (the “Expansion Space A Condition Precedent”): the recovery of possession of Expansion Space A from the existing tenant in a manner satisfactory to Landlord in its sole discretion. With respect to Expansion Space A, Landlord agrees that Landlord shall not agree to any extension of such existing tenant’s lease term

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beyond its currently applicable expiration date. If such Expansion Space A Condition Precedent is not satisfied or waived in writing by Landlord in its sole discretion by October 1, 2018, the lease of Expansion Space A shall be null and void, and of no force or effect provided that the remainder of the Lease shall remain in full force and effect pursuant to the terms therein. Landlord shall give Tenant notice of satisfaction of the Condition Precedent by any one of the following means: (i) by tendering possession of Expansion Space A to Tenant; or (ii) by written notice given in any manner permitted under the Lease.

SECTION 6.LEASE OF EXPANSION SPACE B.

(a)Landlord hereby leases to Tenant and Tenant hereby hires from Landlord Expansion Space B (defined below) upon and subject to all of the terms, covenants and conditions of the Existing Lease except as expressly provided herein. “Expansion Space B” is the part of Building Number 1 located at 123 Saginaw Drive, Redwood City, as shown on Exhibit A‑2 to this Amendment. Landlord and Tenant hereby agree that Expansion Space B is conclusively presumed to be 26,067 rentable square feet.

(b)Construction; Commencement Date; Term; Rent; Other Provisions. Notwithstanding any provision of the Existing Lease to the contrary, the following provisions shall govern Expansion Space B:

(1)Condition; Construction. Except as set forth below: (i) Landlord shall deliver Expansion Space B to Tenant in its AS IS condition, without any express or implied representations or warranties of any kind by Landlord, its brokers, manager or agents, or the employees of any of them regarding Expansion Space B; and (ii) Landlord shall not have any obligation to construct or install any tenant improvements or alterations or to pay for any such construction or installation. Notwithstanding the foregoing, Tenant shall notify Landlord in writing within forty‑five (45) days after Tenant takes possession of Expansion Space B of any defects in the base Building electrical, heating, ventilation and air conditioning and plumbing systems located in or exclusively serving Expansion Space B (“Expansion Space B Defects”). Except for Expansion Space B Defects stated in such notice, Tenant shall be conclusively deemed to have accepted Expansion Space B “AS IS” in the condition existing on the date Tenant first takes possession, and to have waived all claims relating to the condition of Expansion Space B. Landlord shall proceed diligently to correct the Expansion Space B Defects stated in such notice unless Landlord disputes the existence of any such Expansion Space B Defects. In the event of any dispute as to the existence of any such defects, the reasonable decision of Landlord shall be final and binding on the parties. No agreement of Landlord to alter, remodel, decorate, clean or improve Expansion Space B or the real property and no representation regarding the condition of Expansion Space B or the real property has been made by or on behalf of Landlord to Tenant, except as may be specifically stated in this Amendment.

(2)Commencement Date; Term. The Expansion Space B Commencement Date (“ESBCD”) shall mean the date which is one hundred fifty (150) days after the date on which Landlord delivers possession of Expansion Space B to Tenant for occupancy (which delivery is

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estimated to be June 1, 2019) and, upon the ESBCD (which is estimated to be November 1, 2019), Expansion Space B becomes a part of the Premises, and Tenant’s obligation to pay rent commences with respect to Expansion Space B. The Term of this lease of Expansion Space B (the “Space B Term”) shall continue until the Phase 2 Termination Date. Within thirty (30) days after request by Landlord, Tenant and Landlord shall enter into an agreement confirming the ESBCD and the Monthly Base Rent substantially in the form of Exhibit B attached hereto. If Tenant fails to enter into such agreement within ten (10) days following Landlord’s delivery of written notice of such failure to Tenant, then the ESBCD shall be the date designated by Landlord in such agreement.

(3)Expansion Space B Tenant Alterations & Allowance. All design and construction of any alterations, additions, improvements, installations or refurbishment of permanent improvements to Expansion Space B (“Expansion Space B Tenant Alterations”) shall be performed by Tenant pursuant to the provisions of Article Nine of the Existing Lease. Notwithstanding any provisions of the Existing Lease to the contrary, Landlord shall provide an allowance equal to One Million Four Hundred Thirty‑Three Six Hundred Eighty‑Five and 00/100 Dollars ($1,433,685.00) (the “Expansion Space B Allowance”), which may be applied to the costs of Permanent Improvement Costs in Expansion Space B, including Landlord’s construction administration fee not to exceed one percent (1%) of the Expansion Space B Allowance, and the Space B HVAC Allowance (it is agreed that such 1% construction administration fee shall be in lieu of, and not in addition to, the 3% construction administration fee provided in Article Nine of the Existing Lease). Additionally, and specifically related to the replacement of the agreed upon HVAC units serving Expansion Space B, Landlord shall provide Tenant with an allowance equal to Two Hundred Thirty Thousand and 00/100 Dollars ($230,000.00) (the “Space B HVAC Allowance”), which Space B HVAC Allowance shall be added to, and in addition to, the Expansion Space B Allowance, and which Space B HVAC Allowance shall be used by Tenant to replace all or any of the HVAC units serving Expansion Space B. Tenant shall utilize the Space B HVAC Allowance solely for the purchase, installation and replacement of the HVAC units serving Expansion Space B (the “Space B HVAC Improvements”). The Space B HVAC Allowance shall not be used for the repair of any existing HVAC units. Prior to commencing the Space B HVAC Improvements, Tenant shall provide Landlord with a copy of the contract for such Space B HVAC Improvements and obtain Landlord’s approval of such contract (such approval by Landlord shall not be unreasonably withheld). Landlord shall have the right to have its property manager supervise the Space B HVAC Improvements. The Expansion Space B Allowance and the Space B HVAC Allowance shall be payable as provided below. In no event shall the Expansion Space B Allowance and the Space B HVAC Allowance be used to reimburse for any costs of designing, procuring or installing in Expansion Space B any Personal Property, and the cost of such Personal Property shall be paid by Tenant. The Expansion Space B Allowance and the Space B HVAC Allowance shall be paid to Tenant within thirty (30) days after the later of final completion of the Expansion Space B Tenant Alterations and the Space B HVAC Improvements, respectively, and Landlord’s receipt of (i) a certificate of occupancy (if applicable), (ii) final as‑built plans and specifications, (iii) full, final, unconditional lien releases, and (iv) reasonable substantiation of costs incurred by Tenant with respect to the Expansion Space B Tenant Alterations and the Space B HVAC Improvements,

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respectively, but in no event shall Landlord be obligated to make such payment until after the ESBCD. Tenant must prior to the date which is twelve (12) months after the ESBCD, submit written application with the items required above for disbursement or reimbursement for any reimbursable costs out of the Expansion Space B Allowance and the Space B HVAC Improvements, respectively, and to the extent of any funds for which application has not been made prior to that date or if and to the extent that the reimbursable costs of the Expansion Space B Tenant Alterations and the Space B HVAC Improvements, respectively, are less than the amount of the Expansion Space B Allowance and the Space B HVAC Allowance, respectively, any balance remaining thereafter shall be retained by Landlord as its sole property and Landlord shall have no obligation or liability to Tenant with respect to such excess. Landlord will bid out the work for the replacement of the Building 1 roof (the “Building 1 Roof”) and select a contractor that will be hired by Tenant’s general contractor. Tenant shall be responsible for the replacement of the Building 1 Roof and Landlord will reimburse Tenant for the costs of such replacement after Landlord receipt of the items (i) through (iv) described above but with respect to the Building 1 Roof. Landlord shall be entitled to a construction administration fee described above with respect to the Building 1 Roof. Tenant shall use commercially reasonable efforts to minimize interference with other tenant and occupants of Building 1 while replacing the Building 1 Roof. Landlord agrees that, so long as the Expansion Space B Tenant Alterations are in substantial accordance with the improvements plans provided to and approved by Landlord prior to the execution of this Amendment, Tenant shall have no obligation to restore any portion of the Expansion Space B Tenant Alterations at or prior to the Phase 2 Termination Date; provided, however, regardless of the foregoing, in any event, Tenant shall remove any Expansion Space B Tenant Alterations containing Hazardous Material and all Tenant’s trade fixtures, and, subject to Section 6.03 of the Original Lease, cabling and wiring installed for Tenant’s personal property or trade fixtures.

(4)Delayed or Early Delivery of Possession. If Landlord shall be unable to give possession of Expansion Space B on the estimated Expansion Space B Commencement Date by reason of the following: (i) the holding over or retention of possession of any tenant, tenants or occupants, or (ii) for any other reason, then Landlord shall not be subject to any liability for the failure to give possession on said date. Under such circumstances the ESBCD and rent with respect to Expansion Space B shall not commence until Expansion Space B is made available to Tenant by Landlord, and no such failure to give possession on the estimated Expansion Space B Commencement Date shall affect the validity of this Amendment, the Existing Lease or the obligations of the Tenant under either. Notwithstanding any of the foregoing provisions to the contrary, if Landlord has not tendered possession of Expansion Space B on or before July 15, 2019 (the “Outside Space B Delivery Date”), Tenant shall be entitled to a rent abatement following the ESBCD with respect to Expansion Space B of $3,579.87 per day for every day in the period beginning on the Outside Space B Delivery Date and ending on the date on which Landlord tenders possession of Expansion Space B to Tenant; provided, however, that the Outside Space B Delivery Date shall be delayed by the number of days that Landlord’s delivery of Expansion Space B to Tenant is delayed due Tenant Delays and Force Majeure, if any. Notwithstanding any of the foregoing provisions of this Section to the contrary, if Landlord has not tendered possession of Expansion Space B on or

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before the Space B Sunset Date (defined below), then, as Tenant’s sole and exclusive remedy, Tenant shall have the option to terminate the Lease solely with respect to Expansion Space B exercisable by giving written notice to Landlord within three (3) business days after the Space B Sunset Date. If Tenant does not timely give notice of its election to terminate this Lease as aforesaid and delivery of possession does not occur on or before the date which is thirty (30) days following the Space B Sunset Date, then Tenant shall again have such option to terminate the Lease solely with respect to Expansion Space B in the manner described above and such date shall constitute the new Space B Sunset Date; it being the intention of the parties that Tenant shall have a recurring termination option after each such thirty (30) day period following the initial Space B Sunset Date if Landlord has not tendered possession by the end of each such thirty (30) day period. As used in this Lease, “Space B Sunset Date” means the initial Space B Sunset Date of November 1, 2019, and any succeeding new Space B Sunset Dates (at thirty (30) day intervals after the initial Space B Sunset Date), and each such Space B Sunset Date, as applicable, shall be extended by the number of days of delay due to Force Majeure plus the number of days of Tenant Delay, if any. On or before the Space B Sunset Date, if such date includes any period of Force Majeure or Tenant Delay, Landlord shall give Tenant written notice of the resulting calendar date which is the Space B Sunset Date.

(c)Monthly Rent for Expansion Space B. Notwithstanding any provision of the Existing Lease to the contrary, in addition to rent payable for the Existing Premises, the amount of monthly Base Rent due and payable by Tenant for Expansion Space B, accruing on and after the ESBCD and monthly thereafter for the Space B Term shall be as follows:

Period from/to	Monthly Base Rent
November 1, 2019 – October 31, 2020	$107,396.04
November 1, 2020 – October 31, 2021	$110,617.92
November 1, 2021 – October 31, 2022	$113,936.46
November 1, 2022 – October 31, 2023	$117,354.55
November 1, 2023 – October 31, 2024	$120,875.19
November 1, 2024 – October 31, 2025	$124,501.45
November 1, 2025 – October 31, 2026	$128,236.49
November 1, 2026 – December 31, 2026	$132,083.58

Tenant shall pay Landlord the initial installment of such monthly Base Rent prior to Tenant taking possession of the Expansion Space B.

(d)Base Year; Tenant’s Pro Rata Share. Notwithstanding any provision of the Existing Lease to the contrary, with respect to Expansion Space B, Tenant’s Building Share is conclusively agreed to be a total of 45.56%, Tenant’s Phase Share is conclusively agreed to be a total of 8.64% and Tenant’s Project Share is conclusively agreed to be a total of 4.85%.

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(e)Parking. Notwithstanding any provision of the Existing Lease to the contrary, on and after the ESBCD, with respect to Expansion Space B, Tenant shall have the right to use, at no additional charge, an additional eighty‑six (86) unreserved, surface parking spaces.

SECTION 7.LEASE OF EXPANSION SPACE C.

(a)Subject to Section 7(f) below, Landlord hereby leases to Tenant and Tenant hereby hires from Landlord Expansion Space C (defined below) upon and subject to all of the terms, covenants and conditions of the Existing Lease except as expressly provided herein. “Expansion Space C” is the part of Building Number 12 located at 545 Penobscot Drive, Redwood City, as shown on Exhibit A‑3 to this Amendment. Landlord and Tenant hereby agree that Expansion Space C is conclusively presumed to be 7,767 rentable square feet.

(b)Construction; Commencement Date; Term; Rent; Other Provisions. Notwithstanding any provision of the Existing Lease to the contrary, the following provisions shall govern Expansion Space C:

(1)Condition; Construction. Except as set forth below: (i) Landlord shall deliver Expansion Space C to Tenant in its AS IS condition, without any express or implied representations or warranties of any kind by Landlord, its brokers, manager or agents, or the employees of any of them regarding Expansion Space C; and (ii) Landlord shall not have any obligation to construct or install any tenant improvements or alterations or to pay for any such construction or installation. Notwithstanding the foregoing, Tenant shall notify Landlord in writing within forty‑five (45) days after Tenant takes possession of Expansion Space C of any defects in the base Building electrical, heating, ventilation and air conditioning and plumbing systems located in or exclusively serving Expansion Space C (“Expansion Space C Defects”). Except for Expansion Space C Defects stated in such notice, Tenant shall be conclusively deemed to have accepted Expansion Space C “AS IS” in the condition existing on the date Tenant first takes possession, and to have waived all claims relating to the condition of Expansion Space C. Landlord shall proceed diligently to correct the Expansion Space C Defects stated in such notice unless Landlord disputes the existence of any such Expansion Space C Defects. In the event of any dispute as to the existence of any such defects, the reasonable decision of Landlord shall be final and binding on the parties. No agreement of Landlord to alter, remodel, decorate, clean or improve Expansion Space C or the real property and no representation regarding the condition of Expansion Space C or the real property has been made by or on behalf of Landlord to Tenant, except as may be specifically stated in this Amendment.

(2)Commencement Date; Term. The Expansion Space C Commencement Date (“ESCCD”) shall mean the date which is one hundred eighty (180) days after the date on which Landlord delivers possession of Expansion Space C to Tenant for occupancy (which delivery is estimated to be October 16, 2017) and, upon the ESCCD (which is estimated to be April 16, 2018), Expansion Space C becomes a part of the Premises, and Tenant’s obligation to pay rent commences with respect to Expansion Space C. The Term of this lease of Expansion Space C (the “Space C Term”) shall continue until the Phase 1 Termination Date. Within thirty (30) days after request by

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Landlord, Tenant and Landlord shall enter into an agreement confirming the ESCCD and the Monthly Base Rent substantially in the form of Exhibit B attached hereto. If Tenant fails to enter into such agreement within ten (10) days following Landlord’s delivery of written notice of such failure to Tenant, then the ESCCD shall be the date designated by Landlord in such agreement.

(3)Expansion Space C Tenant Alterations & Allowance. All design and construction of any alterations, additions, improvements, installations or refurbishment of permanent improvements to Expansion Space C (“Expansion Space C Tenant Alterations”) shall be performed by Tenant pursuant to the provisions of Article Nine of the Existing Lease. Notwithstanding any provisions of the Existing Lease to the contrary, Landlord shall provide an allowance equal to Four Hundred Twenty‑Seven Thousand One Hundred Eighty‑Five and 00/100 Dollars ($427,185.00) (the “Expansion Space C Allowance”), which may be applied to the costs of “Permanent Improvement Costs” in Expansion Space C, including Landlord’s construction administration fee not to exceed one percent (1%) of the Expansion Space C Allowance and the Space C HVAC Allowance (it is agreed that such 1% construction administration fee shall be in lieu of, and not in addition to, the 3% construction administration fee provided in Article Nine of the Existing Lease). Additionally, and specifically related to the replacement of the agreed upon HVAC units serving Expansion Space C, Landlord shall provide Tenant with an allowance equal to One Hundred Forty‑Five Thousand and 00/100 Dollars ($145,000.00) (the “Space C HVAC Allowance”), which Space C HVAC Allowance shall be added to, and in addition to, the Expansion Space C Allowance, and which Space C HVAC Allowance shall be used by Tenant to replace all or any of the HVAC units serving Expansion Space C. Tenant shall utilize the Space C HVAC Allowance solely for the purchase, installation and replacement of the HVAC units serving Expansion Space C (the “Space C HVAC Improvements”). The Space C HVAC Allowance shall not be used for the repair of any existing HVAC units. Prior to commencing the Space C HVAC Improvements, Tenant shall provide Landlord with a copy of the contract for such Space C HVAC Improvements and obtain Landlord’s approval of such contract (such approval by Landlord shall not be unreasonably withheld). Landlord shall have the right to have its property manager supervise the Space C HVAC Improvements. The Expansion Space C Allowance and the Space C HVAC Allowance shall be payable as provided below. In no event shall the Expansion Space C Allowance and the Space C HVAC Allowance be used to reimburse for any costs of designing, procuring or installing in Expansion Space C any Personal Property, and the cost of such Personal Property shall be paid by Tenant. The Expansion Space C Allowance and the Space C HVAC Allowance shall be paid to Tenant within thirty (30) days after the later of final completion of the Expansion Space C Tenant Alterations and the Space C HVAC Improvements, respectively, and Landlord’s receipt of (i) a certificate of occupancy (if applicable), (ii) final as‑built plans and specifications, (iii) full, final, unconditional lien releases, and (iv) reasonable substantiation of costs incurred by Tenant with respect to the Expansion Space C Tenant Alterations and the Space C HVAC Improvements, respectively, but in no event shall Landlord be obligated to make such payment until after the ESCCD. Tenant must prior to the date which is twelve (12) months after the ESCCD, submit written application with the items required above for disbursement or reimbursement for any reimbursable costs out of the Expansion Space C Allowance and the Space C HVAC Allowance, respectively,

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and to the extent of any funds for which application has not been made prior to that date or if and to the extent that the reimbursable costs of the Expansion Space C Tenant Alterations and the Space C HVAC Improvements, respectively, are less than the amount of the Expansion Space C Allowance and the Space C HVAC Allowance, respectively, any balance remaining thereafter shall be retained by Landlord as its sole property and Landlord shall have no obligation or liability to Tenant with respect to such excess. Landlord agrees that, so long as the Expansion Space C Tenant Alterations are in substantial accordance with the improvements plans provided to and approved by Landlord prior to the execution of this Amendment, Tenant shall have no obligation to restore any portion of the Expansion Space C Tenant Alterations at or prior to the Phase 1 Termination Date; provided, however, regardless of the foregoing, in any event, Tenant shall remove any Expansion Space C Tenant Alterations containing Hazardous Material and all Tenant’s trade fixtures, and, subject to Section 6.03 of the Original Lease, cabling and wiring installed for Tenant’s personal property or trade fixtures.

(4)Delayed or Early Delivery of Possession. If Landlord shall be unable to give possession of Expansion Space C on the estimated Expansion Space C Commencement Date by reason of the following: (i) the holding over or retention of possession of any tenant, tenants or occupants, or (ii) for any other reason, then Landlord shall not be subject to any liability for the failure to give possession on said date. Under such circumstances the ESCCD and rent with respect to Expansion Space C shall not commence until Expansion Space C is made available to Tenant by Landlord, and no such failure to give possession on the estimated Expansion Space C Commencement Date shall affect the validity of this Amendment, the Existing Lease or the obligations of the Tenant under either. Notwithstanding any of the foregoing provisions of this Section to the contrary, if Landlord has not tendered possession of Expansion Space C on or before the Space C Sunset Date (defined below), then, as Tenant’s sole and exclusive remedy, Tenant shall have the option to terminate the Lease solely with respect to Expansion Space C exercisable by giving written notice to Landlord within three (3) business days after the Space C Sunset Date. If Tenant does not timely give notice of its election to terminate this Lease as aforesaid and delivery of possession does not occur on or before the date which is thirty (30) days following the Space C Sunset Date, then Tenant shall again have such option to terminate the Lease solely with respect to Expansion Space C in the manner described above and such date shall constitute the new Space C Sunset Date; it being the intention of the parties that Tenant shall have a recurring termination option after each such thirty (30) day period following the initial Space C Sunset Date if Landlord has not tendered possession by the end of each such thirty (30) day period. As used in this Lease, “Space C Sunset Date” means the initial Space C Sunset Date of April 16, 2018, and any succeeding new Space C Sunset Dates (at thirty (30) day intervals after the initial Space C Sunset Date), and each such Space C Sunset Date, as applicable, shall be extended by the number of days of delay due to Force Majeure plus the number of days of Tenant Delay, if any. On or before the Space C Sunset Date, if such date includes any period of Force Majeure or Tenant Delay, Landlord shall give Tenant written notice of the resulting calendar date which is the Space C Sunset Date.

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(c)Monthly Rent for Expansion Space C. Notwithstanding any provision of the Existing Lease to the contrary, in addition to rent payable for the Existing Premises, the amount of monthly Base Rent due and payable by Tenant for Expansion Space C, accruing on and after the ESCCD and monthly thereafter for the Space C Term shall be as follows:

Period from/to	Monthly Base Rent
April 16, 2018 – April 15, 2019	$31,068.00
April 16, 2019 – April 15, 2020	$32,000.04
April 16, 2020 – April 15, 2021	$32,960.04
April 16, 2021 – April 15, 2022	$33,948.84
April 16, 2022 – April 15, 2023	$34,967.31
April 16, 2023 – April 15, 2024	$36,016.33
April 16, 2024 – April 15, 2025	$37,096.82
April 16, 2025 – December 31, 2025	$38,209.72

Tenant shall pay Landlord the initial installment of such monthly Base Rent prior to Tenant taking possession of the Expansion Space C.

(d)Base Year; Tenant’s Pro Rata Share. Notwithstanding any provision of the Existing Lease to the contrary, with respect to Expansion Space C, Tenant’s Building Share is conclusively agreed to be a total of 9.44%, Tenant’s Phase Share is conclusively agreed to be a total of 3.30% and Tenant’s Project Share is conclusively agreed to be a total of 1.45%.

(e)Parking. Notwithstanding any provision of the Existing Lease to the contrary, on and after the ESCCD, with respect to Expansion Space C, Tenant shall have the right to use, at no additional charge, an additional twenty‑five (25) unreserved, surface parking spaces.

(f)Contingency. The Lease of Expansion Space C and the obligations of each party hereunder are expressly subject to the following condition precedent (the “Expansion Space C Condition Precedent”): the recovery of possession of Expansion Space C from the existing tenant in a manner satisfactory to Landlord in its sole discretion. With respect to Expansion Space C, Landlord agrees that Landlord shall not agree to any extension of such existing tenant’s lease term beyond its currently applicable expiration date. If such Expansion Space C Condition Precedent is not satisfied or waived in writing by Landlord in its sole discretion by October 16, 2018, the lease of Expansion Space C shall be null and void, and of no force or effect provided that the remainder of the Lease shall remain in full force and effect pursuant to the terms therein. Landlord shall give Tenant notice of satisfaction of the Condition Precedent by any one of the following means: (i) by tendering possession of Expansion Space C to Tenant; or (ii) by written notice given in any manner permitted under the Lease.

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(g)Restrooms and Reception Area. During the period commencing on the ESCCD and ending on the date immediately prior to the ESDCD (as defined below), Tenant shall have non‑exclusive access to the reception area located adjacent to the Expansion Space C and the restrooms, both of which shall be deemed Common Area in accordance with the terms of the Lease; provided, however, that, notwithstanding anything to the contrary in the Lease, Tenant shall pay Tenant’s Share (i.e., 51.71%) of the cost of janitorial services incurred by Landlord with respect to such restroom and reception areas (and such costs shall be excluded from Operating Expenses as described in Section 4.01(h)(2) of the Original Lease). Commencing on the ESDCD, such restroom and reception areas shall be included in the Expansion Space D (as defined below) and Tenant shall thereafter maintain such restrooms and reception areas at Tenant’s sole cost and expense.

SECTION 8.LEASE OF EXPANSION SPACE D.

(a)Subject to Section 8(f) below, Landlord hereby leases to Tenant and Tenant hereby hires from Landlord Expansion Space D (defined below) upon and subject to all of the terms, covenants and conditions of the Existing Lease except as expressly provided herein. “Expansion Space D” is the part of Building Number 12 located at 545 Penobscot Drive, Redwood City, as shown on Exhibit A‑4 to this Amendment. Landlord and Tenant hereby agree that Expansion Space D is conclusively presumed to be 7,254 rentable square feet.

(b)Construction; Commencement Date; Term; Rent; Other Provisions. Notwithstanding any provision of the Existing Lease to the contrary, the following provisions shall govern Expansion Space D:

(1)Condition; Construction. Except as set forth below: (i) Landlord shall deliver Expansion Space D to Tenant in its AS IS condition, without any express or implied representations or warranties of any kind by Landlord, its brokers, manager or agents, or the employees of any of them regarding Expansion Space D; and (ii) Landlord shall not have any obligation to construct or install any tenant improvements or alterations or to pay for any such construction or installation. Notwithstanding the foregoing, Tenant shall notify Landlord in writing within forty‑five (45) days after Tenant takes possession of Expansion Space D of any defects in the base Building electrical, heating, ventilation and air conditioning and plumbing systems located in or exclusively serving Expansion Space D (“Expansion Space D Defects”). Except for Expansion Space D Defects stated in such notice, Tenant shall be conclusively deemed to have accepted Expansion Space D “AS IS” in the condition existing on the date Tenant first takes possession, and to have waived all claims relating to the condition of Expansion Space D. Landlord shall proceed diligently to correct the Expansion Space D Defects stated in such notice unless Landlord disputes the existence of any such Expansion Space D Defects. In the event of any dispute as to the existence of any such defects, the reasonable decision of Landlord shall be final and binding on the parties. No agreement of Landlord to alter, remodel, decorate, clean or improve Expansion Space D or the real property and no representation regarding the condition of Expansion Space D or the real property has been made by or on behalf of Landlord to Tenant, except as may be specifically stated in this Amendment.

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(2)Commencement Date; Term. The Expansion Space D Commencement Date (“ESDCD”) shall mean the date which is one hundred fifty (150) days after the date on which Landlord delivers possession of Expansion Space D to Tenant for occupancy (which delivery is estimated to be January 1, 2019) and, upon the ESDCD (which is estimated to be June 1, 2019), Expansion Space D becomes a part of the Premises, and Tenant’s obligation to pay rent commences with respect to Expansion Space D. The Term of this lease of Expansion Space D (the “Space D Term”) shall continue until the Phase 1 Termination Date. Within thirty (30) days after request by Landlord, Tenant and Landlord shall enter into an agreement confirming the ESDCD and the Monthly Base Rent substantially in the form of Exhibit B attached hereto. If Tenant fails to enter into such agreement within ten (10) days following Landlord’s delivery of written notice of such failure to Tenant, then the ESDCD shall be the date designated by Landlord in such agreement.

(3)Expansion Space D Tenant Alterations & Allowance. All design and construction of any alterations, additions, improvements, installations or refurbishment of permanent improvements to Expansion Space D (“Expansion Space D Tenant Alterations”) shall be performed by Tenant pursuant to the provisions of Article Nine of the Existing Lease. Notwithstanding any provisions of the Existing Lease to the contrary, Landlord shall provide an allowance equal to Three Hundred Ninety‑Eight Thousand Nine Hundred Seventy and 00/100 Dollars ($398,970.00) (the “Expansion Space D Allowance”), which may be applied to the costs of Permanent Improvement Costs in Expansion Space D, including Landlord’s construction administration fee not to exceed one percent (1%) of the Expansion Space D Allowance and the Space D HVAC Allowance (it is agreed that such 1% construction administration fee shall be in lieu of, and not in addition to, the 3% construction administration fee provided in Article Nine of the Existing Lease). Additionally, and specifically related to the replacement of the agreed upon HVAC units serving Expansion Space D, Landlord shall provide Tenant with an allowance equal to One Hundred Ten Thousand and 00/100 Dollars ($110,000.00) (the “Space D HVAC Allowance”), which Space D HVAC Allowance shall be added to, and in addition to, the Expansion Space D Allowance, and which Space D HVAC Allowance shall be used by Tenant to replace all or any of the HVAC units serving Expansion Space D. Tenant shall utilize the Space D HVAC Allowance solely for the purchase, installation and replacement of the HVAC units serving Expansion Space D (the “Space D Improvements”). The Space D HVAC Allowance shall not be used for the repair of any existing HVAC units. Prior to commencing the Space D HVAC Improvements, Tenant shall provide Landlord with a copy of the contract for such Space D HVAC Improvements and obtain Landlord’s approval of such contract (such approval by Landlord shall not be unreasonably withheld). Landlord shall have the right to have its property manager supervise the Space D HVAC Improvements. The Expansion Space D Allowance and the Space D HVAC Allowance shall be payable as provided below. In no event shall the Expansion Space D Allowance and the Space D HVAC Allowance be used to reimburse for any costs of designing, procuring or installing in Expansion Space D any Personal Property, and the cost of such Personal Property shall be paid by Tenant. The Expansion Space D Allowance and the Space D HVAC Allowance shall be paid to Tenant within thirty (30) days after the later of final completion of the Expansion Space D Tenant Alterations and the Space D HVAC Improvements, respectively, and Landlord’s receipt of

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(i) a certificate of occupancy (if applicable), (ii) final as‑built plans and specifications, (iii) full, final, unconditional lien releases, and (iv) reasonable substantiation of costs incurred by Tenant with respect to the Expansion Space D Tenant Alterations and the Space D HVAC Improvements, respectively, but in no event shall Landlord be obligated to make such payment until after the ESDCD. Tenant must prior to the date which is twelve (12) months after the ESDCD, submit written application with the items required above for disbursement or reimbursement for any reimbursable costs out of the Expansion Space D Allowance and the Space D HVAC Allowance, respectively, and to the extent of any funds for which application has not been made prior to that date or if and to the extent that the reimbursable costs of the Expansion Space D Tenant Alterations and the Space D HVAC Improvements, respectively, are less than the amount of the Expansion Space D Allowance and the Space D HVAC Allowance, respectively, any balance remaining thereafter shall be retained by Landlord as its sole property and Landlord shall have no obligation or liability to Tenant with respect to such excess. Landlord agrees that, so long as the Expansion Space D Tenant Alterations are in substantial accordance with the improvements plans provided to and approved by Landlord prior to the execution of this Amendment, Tenant shall have no obligation to restore any portion of the Expansion Space D Tenant Alterations at or prior to the Phase 1 Termination Date; provided, however, regardless of the foregoing, in any event, Tenant shall remove any Expansion Space D Tenant Alterations containing Hazardous Material and all Tenant’s trade fixtures, and, subject to Section 6.03 of the Original Lease, cabling and wiring installed for Tenant’s personal property or trade fixtures.

(4)Delayed or Early Delivery of Possession. If Landlord shall be unable to give possession of Expansion Space D on the estimated Expansion Space D Commencement Date by reason of the following: (i) the holding over or retention of possession of any tenant, tenants or occupants, or (ii) for any other reason, then Landlord shall not be subject to any liability for the failure to give possession on said date. Under such circumstances the ESDCD and rent with respect to Expansion Space D shall not commence until Expansion Space D is made available to Tenant by Landlord, and no such failure to give possession on the estimated Expansion Space D Commencement Date shall affect the validity of this Amendment, the Existing Lease or the obligations of the Tenant under either. Notwithstanding any of the foregoing provisions of this Section to the contrary, if Landlord has not tendered possession of Expansion Space D on or before the Space D Sunset Date (defined below), then, as Tenant’s sole and exclusive remedy, Tenant shall have the option to terminate the Lease solely with respect to Expansion Space D exercisable by giving written notice to Landlord within three (3) business days after the Space D Sunset Date. If Tenant does not timely give notice of its election to terminate this Lease as aforesaid and delivery of possession does not occur on or before the date which is thirty (30) days following the Space D Sunset Date, then Tenant shall again have such option to terminate the Lease solely with respect to Expansion Space D in the manner described above and such date shall constitute the new Space D Sunset Date; it being the intention of the parties that Tenant shall have a recurring termination option after each such thirty (30) day period following the initial Space D Sunset Date if Landlord has not tendered possession by the end of each such thirty (30) day period. As used in this Lease, “Space D Sunset Date” means the initial Space D Sunset Date of June 1, 2019, and any succeeding new

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Space D Sunset Dates (at thirty (30) day intervals after the initial Space D Sunset Date), and each such Space D Sunset Date, as applicable, shall be extended by the number of days of delay due to Force Majeure plus the number of days of Tenant Delay, if any. On or before the Space D Sunset Date, if such date includes any period of Force Majeure or Tenant Delay, Landlord shall give Tenant written notice of the resulting calendar date which is the Space D Sunset Date.

(c)Monthly Rent for Expansion Space D. Notwithstanding any provision of the Existing Lease to the contrary, in addition to rent payable for the Existing Premises, the amount of monthly Base Rent due and payable by Tenant for Expansion Space D, accruing on and after the ESDCD and monthly thereafter for the Space D Term shall be as follows:

Period from/to	Monthly Base Rent
June 1, 2019 – May 31, 2020	$29,886.48
June 1, 2020 – May 31, 2021	$30,783.07
June 1, 2021 – May 31, 2022	$31,706.56
June 1, 2022 – May 31, 2023	$32,657.76
June 1, 2023 – May 31, 2024	$33,637.49
June 1, 2024 – May 31, 2025	$34,646.61
June 1, 2025 – December 31, 2025	$35,686.01

Tenant shall pay Landlord the initial installment of such monthly Base Rent prior to Tenant taking possession of the Expansion Space D.

(d)Base Year; Tenant’s Pro Rata Share. Notwithstanding any provision of the Existing Lease to the contrary, with respect to Expansion Space D, Tenant’s Building Share is conclusively agreed to be a total of 8.82%, Tenant’s Phase Share is conclusively agreed to be a total of 3.08% and Tenant’s Project Share is conclusively agreed to be a total of 1.35%.

(e)Parking. Notwithstanding any provision of the Existing Lease to the contrary, on and after the ESDCD, with respect to Expansion Space D, Tenant shall have the right to use, at no additional charge, an additional twenty‑four (24) unreserved, surface parking spaces.

(f)Contingency. The Lease of Expansion Space D and the obligations of each party hereunder are expressly subject to the following condition precedent (the “Expansion Space D Condition Precedent”): the recovery of possession of Expansion Space D from the existing tenant in a manner satisfactory to Landlord in its sole discretion. With respect to Expansion Space D, Landlord agrees that Landlord shall not agree to any extension of such existing tenant’s lease term beyond its currently applicable expiration date. If such Expansion Space D Condition Precedent is not satisfied or waived in writing by Landlord in its sole discretion by January 1, 2020, the lease of Expansion Space D shall be null and void, and of no force or effect provided that the remainder of the Lease shall remain in full force and effect pursuant to the terms therein. Landlord shall give Tenant notice of satisfaction of the Condition Precedent by any one of the following means: (i) by

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tendering possession of Expansion Space D to Tenant; or (ii) by written notice given in any manner permitted under the Lease.

SECTION 9.INCREASE IN THE SECURITY. Notwithstanding any provision of the Existing Lease to the contrary, Tenant shall pay Landlord an amount sufficient to increase the Security, or provide Landlord with an updated Letter of Credit in Section 1.01(14) of the Existing Lease from the amount of $695,215.00 to the amount of $2,759,511.45, in accordance with the following schedule:

(a)Concurrent with the execution of this Amendment, Tenant shall increase the Security by the amount of $414,996.85, such that the total Security held by Landlord following such increase shall be $1,110,211.85;

(b)Prior to Tenant taking possession of the Expansion Space A, Tenant shall increase the Security by an additional amount of $619,400.05, such that the total Security held by Landlord following such increase shall be $1,729,611.90;

(c)Prior to Tenant taking possession of the Expansion Space B, Tenant shall increase the Security by an additional amount of $660,417.90, such that the total Security held by Landlord following such increase shall be $2,390,029.80;

(d)Prior to Tenant taking possession of the Expansion Space C, Tenant shall increase the Security by an additional amount of $191,048.60, such that the total Security held by Landlord following such increase shall be $2,581,078.40; and

(e)Prior to Tenant taking possession of the Expansion Space D, Tenant shall increase the Security by an additional amount of $178,433.05, such that the total Security held by Landlord following such increase shall be $2,759,511.45.

SECTION 10.TENANT SIGNAGE & EXTERIOR SIGNAGE.

(a)Signage Generally. Except as expressly provided herein, Tenant shall not install any signage within the Project, the Building or the Premises (if visible from the exterior of the Premises) without obtaining the prior written approval of Landlord (which approval shall not be unreasonably withheld), and Tenant shall be responsible for procurement, installation, maintenance and removal of any such signage installed by Tenant, and all necessary repairs and restoration to the Premises and the Building, and all costs in connection therewith. Any such signage shall comply with Landlord’s current Building signage standards, any applicable recorded covenants, conditions and restrictions, and all Laws, and shall be consistent with class A standards. Notwithstanding the foregoing, Landlord agrees that Tenant shall have the right to install its name or logo on the exterior glass of each entrance to the Premises.

(b)Exterior Sign Right.

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(1)Grant of Right. Only for so long as: (i) Tenant leases, is continuously conducting regular, active, ongoing business in, and is in occupancy (and occupancy by a subtenant, licensee or other party permitted or suffered by Tenant shall not satisfy such condition) of either the Existing Premises or 50,000 square feet of Rentable Area at the Project; and (ii) Tenant is not a bank, investment bank, stock broker, insurance company or other financial institution, and Tenant’s business does not in material part include any of the foregoing businesses (collectively, the “Exterior Sign Conditions”), Tenant shall have the right to place a single panel with its company name and logo on the monument sign located at the corner of Chesapeake Drive and Seaport Drive (the “Exterior Building Sign”) subject to the terms, covenants and conditions set forth in this Subsection (b) (“Exterior Sign Right”). Nothing contained herein shall prohibit or limit Landlord in granting any other exterior signage rights to others.

(2)General Conditions & Requirements. The Exterior Sign Right is subject to the following conditions and requirements: (i) the Exterior Building Sign shall not cover or obstruct any window area, (ii) Tenant shall obtain all necessary approvals for the Exterior Building Sign under, and shall comply with, all applicable laws, rules and regulations of applicable governmental authorities (including, without limitation, any applicable airport or Federal Aviation Administration authorities) and all recorded covenants, conditions and/or restrictions which apply to the Building; (iii) the size, type, style, materials and colors of the sign, method of installation and specific location of the sign, and the contractor for and all work in connection with the sign, contemplated by this Exterior Sign Right shall be subject to Landlord’s prior written approval (which approval shall not be unreasonably withheld); (iv) the name on the Exterior Building Sign shall be subject to the prior written approval of Landlord in its sole discretion; (v) the Exterior Building Sign shall be consistent with the design of the Building; (vi) the Exterior Building Sign shall be procured, installed, operated, maintained and repaired in safe and good condition, and in class A appearance, by Tenant, at its sole cost and expense, and Tenant shall maintain the areas on which the sign is mounted watertight and shall not adversely affect the good appearance of the areas on which the sign is mounted; (vii) to the extent permitted by law, Tenant assumes all risk of defacement, damage, theft, loss and destruction of Tenant’s Exterior Building Sign due to any cause, including but not limited to, casualty, vandalism or any act or neglect of any other tenant, guest or occupant of the Project or any member of the public, and Landlord shall not be liable for any of the foregoing or obligated to carry insurance covering any of the foregoing; and (viii) prior to commencement of any work, Tenant shall deliver to Landlord certificates of insurance evidencing that Tenant’s contractors, agents, workmen, engineers or other persons installing the Building Sign have in effect valid workers’ compensation, public liability and builder’s risk insurance in amounts and with such companies and in such forms as Landlord considers necessary or appropriate for its protection. Tenant agrees that Landlord shall have the right to temporarily remove and replace the Exterior Building Sign in connection with and during the course of any repairs, changes, alterations, modifications, renovations or additions to the monument sign.

(3)Expiration or Termination; Removal & Restoration. If Tenant fails to meet and comply with the Exterior Sign Conditions set forth above, or if there exists a Default by Tenant

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with respect to any of the general conditions and requirements of Subsection (2) above or any other provisions of the Lease, then in any such event, the Exterior Sign Right shall terminate. Upon the expiration or termination of the Exterior Sign Right, but in no event later than the expiration of the Term or earlier termination of the Lease, Tenant shall, at its sole cost and expense, remove such sign and shall repair and restore the area in which the sign was located to its condition prior to installation of such sign. Tenant shall complete all removal, repair and restoration with respect to the Exterior Building Sign no later than thirty (30) days after such expiration or termination, and in the event that Tenant’s Exterior Sign Right shall terminate as provided in the first sentence of this Subsection (3) and Landlord shall require Tenant to remove such sign, Tenant shall, within thirty (30) days after written notice from Landlord, and at Tenant’s sole cost and expense, remove such sign and shall repair and restore the area in which the sign was located to its condition prior to installation of such sign. In the event that Tenant fails timely to remove and restore as provided above, Landlord may, but shall not be obligated to, remove the Exterior Building Sign and restore the affected area at Tenant’s sole cost and expense.

(4)Advance Notice; No Liens. Tenant shall keep the Building and Project free of all liens with respect to all work and materials performed and provided in connection with such sign, and Tenant shall give Landlord at least ten (10) days prior written notice of the intended commencement of work in connection with the Exterior Building Sign.

(5)Right Personal. The Exterior Sign Right is personal to Guardant Health, Inc., a Delaware corporation, and may not be used by, and shall not be transferable or assignable (voluntarily or involuntarily) to any person or entity other than a Permitted Transferee which is an assignee of the Lease and which has satisfied the requirements of Sections 10.01 and 10.05 of the Existing Lease.

SECTION 11.OPTIONS TO EXTEND. Landlord agrees that the Extension of the Term as set forth in Section 3 of Rider 2 of the Existing Lease shall remain in full force and effect, with the exception that Landlord and Tenant agree that such Section 3 of Rider 2 is hereby modified by the following provisions:

(a)For purposes of this Section, the “Phase 1 Spaces” shall mean, collectively, the Existing Premises, Expansion Space C and Expansion Space D, and the “Phase 2 Spaces” shall mean, collectively, Expansion Space A and Expansion Space B. The Option To Extend shall be applicable to each of the Phase 1 Spaces and the Phase 2 Spaces, separate and apart from one another, provided, that the exercise of any option must be with respect to an entire Phase.

(b)In the event Tenant desires to exercise its Option To Extend as to the Phase 1 Spaces, Tenant’s election to exercise the Option To Extend as to the Phase 1 Spaces must be given to Landlord in writing no earlier than December 31, 2024 and no later than March 31, 2025.

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(c)In the event Tenant desires to exercise its Option To Extend as to the Phase 2 Spaces, Tenant’s election to exercise the Option To Extend as to the Phase 2 Spaces must be given to Landlord in writing no earlier than December 31, 2025 and no later than March 31, 2026.

SECTION 12.SECURITY SYSTEM. Tenant, at Tenant’s sole cost and expense, shall lock off and install and maintain a security system at the entrance to the Premises (including Expansion Space A, Expansion Space B, Expansion Space C and Expansion Space D), subject to the following conditions: (i) Landlord’s prior written approval of Tenant’s plans and specifications for the proposed security system, which approval will not be unreasonably withheld; (ii) that such system is compatible with any security and other systems existing in the Premises and the Building; (iii) that such system is installed and used in compliance with all other provisions of this Lease; (iv) that Landlord is provided with keys and means of immediate access to fully exercise all of its entry rights under the Lease with respect to the Premises, including access for cleaning and maintenance personnel to perform their functions; (v) Tenant shall keep such system in good operating condition and repair; and (vi) such system shall not make noise or visual alerts or alarms which disturb other occupants or which result in alarms or false alarms to which Landlord or its manager are called to respond. Upon the expiration or earlier termination of this Lease, Tenant shall remove any such security system installed by Tenant. All costs and expenses associated with the removal of any such security system and the repair of any damage to the Premises and the Building resulting from the installation and/or removal of same shall be borne solely by Tenant. Landlord shall not have any liability to Tenant for any claims resulting from Tenant’s failure to lock off and install and maintain a security system at the entrance to the Premises (including Expansion Space A, Expansion Space B, Expansion Space C and Expansion Space D).

SECTION 13.LIMITATION OF LANDLORD’S LIABILITY. Notwithstanding any provision of the Existing Lease to the contrary (including, without limitation, Section 27.08 of the Existing Lease), Tenant agrees, on its behalf and on behalf of its successors and assigns, that any liability or obligation of Landlord in connection with this Lease shall only be enforced against Landlord’s equity interests in the Project up to a maximum of Five Million Dollars ($5,000,000.00) and in no event against any other assets of the Landlord, or Landlord’s officers or directors or partners, and that any liability of Landlord with respect to this Lease shall be so limited and Tenant shall not be entitled to any judgment in excess of such amount.

SECTION 14.NO CANNABIS. Tenant shall not bring upon the Premises or any portion of the Project or use the Premises or permit the Premises or any portion thereof to be used for the growing, manufacturing, administration, distribution (including without limitation, any retail sales), possession, use or consumption of any cannabis, marijuana or cannabinoid product or compound, regardless of the legality or illegality of the same.

SECTION 15.TIME OF ESSENCE. Without limiting the generality of any other provision of the Existing Lease, time is of the essence to each and every term and condition of this Amendment.

22

SECTION 16.BROKERS. Notwithstanding any other provision of the Existing Lease to the contrary, Tenant represents that in connection with this Amendment it is represented by Savills Studley (“Tenant’s Broker”) and, except for Tenant’s Broker and Landlord’s Broker identified below, Tenant has not dealt with any real estate broker, sales person, or finder in connection with this Amendment, and no such person initiated or participated in the negotiation of this Amendment. Tenant hereby indemnifies and agrees to protect, defend and hold Landlord and Newmark Cornish & Carey (“Landlord’s Broker”) harmless from and against all claims, losses, damages, liability, costs and expenses (including, without limitation, attorneys’ fees and expenses) by virtue of any broker, agent or other person claiming a commission or other form of compensation by virtue of alleged representation of, or dealings or discussions with, Tenant with respect to the subject matter of this Amendment, except for Landlord’s Broker and Tenant’s Broker. Tenant is not obligated to pay or fund any amount to Landlord’s Broker or Tenant’s Broker, and Landlord hereby agrees to pay a commission to Landlord’s Broker in connection with the subject matter of this Amendment pursuant to Landlord’s separate written agreement with Landlord’s Broker (a portion of which shall be payable to Tenant’s Broker pursuant to the terms of a separate written agreement between Landlord’s Broker and Tenant’s Broker). The provisions of this Section shall survive the expiration or earlier termination of the Lease.

SECTION 17.ATTORNEYS’ FEES. Each party to this Amendment shall bear its own attorneys’ fees and costs incurred in connection with the discussions preceding, negotiations for and documentation of this Amendment. In the event that either party brings any suit or other proceeding with respect to the subject matter or enforcement of this Amendment or the Lease, the parties acknowledge and agree that the provisions of Section 11.03 of the Existing Lease shall apply.

SECTION 18.EFFECT OF HEADINGS; RECITALS: EXHIBITS. The titles or headings of the various parts or sections hereof are intended solely for convenience and are not intended and shall not be deemed to or in any way be used to modify, explain or place any construction upon any of the provisions of this Amendment. Any and all Recitals set forth at the beginning of this Amendment are true and correct and constitute a part of this Amendment as if they had been set forth as covenants herein. Exhibits, schedules, plats and riders hereto which are referred to herein are a part of this Amendment.

SECTION 19.ENTIRE AGREEMENT; AMENDMENT. This Amendment taken together with the Existing Lease, together with all exhibits, schedules, riders and addenda to each, constitutes the full and complete agreement and understanding between the parties hereto and shall supersede all prior communications, representations, understandings or agreements, if any, whether oral or written, concerning the subject matter contained in this Amendment and the Existing Lease, as so amended, and no provision of the Lease as so amended may be modified, amended, waived or discharged, in whole or in part, except by a written instrument executed by all of the parties hereto.

23

SECTION 20.OFAC. Landlord advises Tenant hereby that the purpose of this Section is to provide to the Landlord information and assurances to enable Landlord to comply with the law relating to OFAC.

Tenant hereby represents, warrants and covenants to Landlord, either that (i) Tenant is regulated by the SEC, FINRA or the Federal Reserve (a “Regulated Entity”) or (ii) neither Tenant nor any person or entity that directly or indirectly (a) controls Tenant or (b) has an ownership interest in Tenant of twenty‑five percent (25%) or more, appears on the list of Specially Designated Nationals and Blocked Persons (“OFAC List”) published by the Office of Foreign Assets Control (“OFAC”) of the U.S. Department of the Treasury.

If, in connection with the Lease, there is one or more Guarantors of Tenant’s obligations under the Lease, then Tenant further represents, warrants and covenants either that (i) any such Guarantor is a Regulated Entity or (ii) neither Guarantor nor any person or entity that directly or indirectly (a) controls such Guarantor or (b) has an ownership interest in such Guarantor of twenty‑five percent (25%) or more, appears on the OFAC List.

Tenant covenants that during the term of the Lease to provide to Landlord information reasonably requested by Landlord including without limitation, organizational structural charts and organizational documents which Landlord may deem to be necessary (“Tenant OFAC Information”) in order for Landlord to confirm Tenant’s continuing compliance with the provisions of this Section. Tenant represents and warrants that the Tenant OFAC Information it has provided or to be provided to Landlord or Landlord’s Broker in connection with the execution of this Amendment is true and complete.

SECTION 21.RATIFICATION. Tenant represents to Landlord that: (a) the Existing Lease is in full force and effect and has not been modified except as provided by this Amendment; (b) as of the Execution Date, there are no uncured defaults or unfulfilled obligations on the part of Landlord or Tenant; and (c) Tenant is currently in possession of the entire Existing Premises as of the Execution Date, and neither the Existing Premises, nor any part thereof, is occupied by any subtenant or other party other than Tenant.

SECTION 22.AUTHORITY. Each party represents and warrants to the other that it has full authority and power to enter into and perform its obligations under this Amendment, that the person executing this Amendment is fully empowered to do so, and that no consent or authorization is necessary from any third party. Landlord may request that Tenant provide Landlord evidence of Tenant’s authority.

SECTION 23.DISCLOSURE REGARDING CERTIFIED ACCESS SPECIALIST. Pursuant to California Civil Code Section 1938, Landlord hereby notifies Tenant that as of the date of this Amendment, the Premises has not undergone inspection by a “Certified Access Specialist” (“CASp”) to determine whether the Premises meet all applicable construction‑related accessibility standards under California Civil Code Section 55.53. Landlord hereby discloses

24

pursuant to California Civil Code Section 1938 as follows: “A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction‑related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction‑related accessibility standards within the premises.” Landlord and Tenant hereby acknowledge and agree that in the event that Tenant elects to perform a CASp inspection of the Premises hereunder (the “Inspection”), such Inspection shall be (a) performed at Tenant’s sole cost and expense, (b) limited to the Premises and (c) performed by a CASp who has been approved or designated by Landlord prior to the Inspection. Any Inspection must be performed in a manner which minimizes the disruption of business activities in the Building, and at a time reasonably approved by Landlord. Landlord reserves the right to be present during the Inspection. Tenant agrees to: (i) promptly provide to Landlord a copy of the report or certification prepared by the CASp inspector upon request (the “Report”), and (ii) keep the information contained in the Report confidential, except to the extent required by Law, or to the extent disclosure is needed in order to complete any necessary modifications or improvements required to comply with all applicable accessibility standards under state or federal Law, as well as any other repairs, upgrades, improvements, modifications or alterations required by the Report or that may be otherwise required to comply with applicable Laws or accessibility requirements (the “Access Improvements”). Unless otherwise the responsibility of Landlord under the express terms of this Amendment, Tenant shall be solely responsible for the cost of Access Improvements to the Premises or the Building necessary to correct any such violations of construction‑related accessibility standards identified by such Inspection as required by Law, which Access Improvements may, at Landlord’s option, be performed in whole or in part by Landlord at Tenant’s expense, payable as Additional Rent within ten (10) days following Landlord’s demand.

SECTION 24.ENERGY UTILITY USAGE. If Tenant is billed directly by a public utility with respect to Tenant’s energy usage at the Premises, then, upon request, Tenant shall provide monthly energy utility usage for the Premises to Landlord for the period of time requested by Landlord (in electronic or paper format) or, at Landlord’s option, provide any written authorization or other documentation required for Landlord to request information regarding Tenant’s energy usage with respect to the Premises directly from the applicable utility company.

SECTION 25.COUNTERPARTS. This Amendment may be executed in duplicates or counterparts, or both, and such duplicates or counterparts together shall constitute but one original of the Amendment, and the signature of any party to any counterpart shall be deemed a signature to, and may be appended to, any other counterpart. Each duplicate and counterpart shall be equally admissible in evidence, and each original shall fully bind each party who has executed it.

25

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first set forth above.

TENANT:

GUARDANT HEALTH, INC., a Delaware corporation By: /s/ Helmy Eltoukhy                                                           Print Name: Helmy Eltoukhy                                                  Title: CEO                                                                                (Chairman of Board, President or Vice President) By: /s/ Derek Bertocci                                                              Print Name: Derek Bertocci                                                     Title: CFO                                                                                 (Secretary, Assistant Secretary, CFO or Assistant Treasurer)

LANDLORD:

METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation By: /s/ Leland Low                                                                   Print Name: Leland Low                                                          Title: Director

26

EXHIBIT A-1

EXPANSION SPACE A

A-1-1

EXHIBIT A-2

EXPANSION SPACE B

A-2-1

EXHIBIT A-3

EXPANSION SPACE C

A-3-1

EXHIBIT A-4

EXPANSION SPACE D

A-4-1

EXHIBIT B

EXPANSION SPACE COMMENCEMENT DATE AGREEMENT

METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation (“Landlord”), and GUARDANT HEALTH, INC., a Delaware corporation (“Tenant”), have entered into a certain Amendment to Lease, which Amendment is dated as of October ___, 2017 (the “Amendment”). The original Lease, as amended by the Amendment, may be referred to as the “Lease”.

WHEREAS, Landlord and Tenant wish to confirm and memorialize the Expansion Space Commencement Date as provided for in the Amendment;

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants contained herein and in the Amendment, Landlord and Tenant agree as follows:

1.    Unless otherwise defined herein, all capitalized terms shall have the same meanings ascribed to them in the Amendment and the Lease.

2.The Expansion Space____ Commencement Date, as defined in the Amendment, is__________________.

3.The Expansion Space ____ Termination Date is________________.

4.Tenant hereby confirms the following:

(a)    that it has accepted possession of Expansion Space ____ pursuant to the terms of the Amendment;

(b)that the Lease is in full force and effect; and

(c)that the Monthly Base Rent during the ________ is the following:

5.Except as expressly modified hereby, all terms and provisions of the Lease are hereby ratified and confirmed and shall remain in full force and effect and binding on the parties hereto.

6.The Lease (as modified by the Amendment) and this Expansion Space _______ Commencement Date Agreement contain all of the terms, covenants, conditions and agreements between the Landlord and the Tenant relating to the subject matter herein. No prior other agreements or understandings pertaining to such matters are valid or of any force and effect.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

B-1

TENANT:

GUARDANT HEALTH, INC., a Delaware corporation By:________________________________________ Print Name:_________________________________ Title:_______________________________________ (Chairman of Board, President or Vice President) Date:_______________________________________ By:_________________________________________ Print Name:__________________________________ Title:________________________________________ (Secretary, Assistant Secretary, CFO or Assistant Treasurer) Date:________________________________________

LANDLORD:

METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation By:________________________________________ Print Name:_________________________________ Title:_______________________________________ Date:_______________________________________

B-2

EX-10.7(A)

Exhibit 10.7(a)

[***] 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 AGREEMENT

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.

RECITALS

A.    The Parties previously entered into that certain Supply Agreement dated September 15, 2014 (the “Agreement”).

B.The Parties each desire to amend the Agreement as set forth herein.

C.Section 13.9 of the Agreement provides that the Agreement may be amended with the written consent of the Parties.

AGREEMENT

NOW THEREFORE, the undersigned agree as follows:

1.    Amendment. Section 6.1 of the Agreement shall be amended in its entirety as set forth below:

“6.1 Purchase Orders; Acceptance; Cancellation.Customer shall order Supplied Product using written purchase orders (“Purchase Order(s)”)submitted under and in accordance with this Agreement. Purchase Orders shall state, at a minimum, the Illumina catalogue number, the Illumina provided quote number (or other reference provided by Illumina), the quantity ordered, price, requested delivery date, and address for delivery, and shall reference this Agreement. All Purchase Orders shall be sent to the attention of Illumina Customer Solutions or to any other person or department designated by Illumina in writing. Acceptance of a Purchase Order occurs when Illumina provides Customer a sales order confirmation. Purchase Orders submitted in accordance with this Agreement will not be unreasonably rejected by Illumina. It shall be deemed an unreasonable rejection of a Purchase Order if [***] Illumina shall be obligated to fill all accepted Purchase Orders. Except as expressly stated in Section 7.4 (Payment Instead of Taking TG Consumables), all Purchase Orders accepted by Illumina are non-cancelable by Customer and may not be modified without the prior written consent of Illumina.”

2.Amendment. Section 12.1 of the Agreement shall be amended in its entirety as set forth below:

“12.1 Term.This Agreement shall commence on the Effective Date and terminate five (5) years thereafter unless otherwise terminated early as provided hereunder or extended longer by the

mutual agreement of the Parties. The period from the Effective Date to the date the Agreement terminates or expires is the ‘Term.’”

3.Amendment. Exhibit A of the Agreement shall be amended to include the additional Consumables listed in the table below.

4.Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

5.Governing Law. This Amendment and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect to the principles of the conflicts of law.

As amended hereby, the Supply Agreement shall remain in full force and effect. The foregoing Amendment to Consultant Agreement is hereby executed as of the date first written above.

ILLUMINA:
By:	/s/ Mark Van Oene	Date:	August 11, 2015
	Mark Van Oene, VP, GM Americas		Denny Maula
CUSTOMER:
GUARDANT HEALTH, INC.
By:	/s/ Michael Wiley	Date:	8/12/15
	Michael Wiley, CFO

[***] 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.

Exhibit A

CONSUMABLES [***]

The following tables list the additional Consumables subject to purchase under the Agreement and [***].

TG CONSUMABLES

[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]

The following TG Consumables are being discontinued and replacement parts are listed herein.

[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]	[***]	[***]

[***] 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.

EX-10.7(B)

Exhibit 10.7(b)

[***] 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 #2 TO SUPPLY AGREEMENT

Illumina, Inc., a Delaware corporation having a place of business at 5200 Illumina Way, San Diego, CA 92122 (“Illumina”) and Guardant Health, Inc., a Delaware corporation having a place of business at 505 Penobscot Drive, Redwood City CA 94063 (“Customer”), entered into that certain Supply Agreement dated September 15, 2014, as amended (“Agreement”). Customer and Illumina may be referred to herein as “Party” or “Parties.” The Parties desire to amend the Agreement by entering into this Amendment #2 (“Amendment #2”) as of the date of last signature below (“Amendment #2 Effective Date”).

The Parties hereby agree as follows:

1.    Section 12.1 of the Agreement is amended in its entirety and replaced with the following:

“12.1 Term. This Agreement shall commence on the Amendment #2 Effective Date and terminate five (5) years thereafter unless otherwise terminated early as provided hereunder (“Initial Term”). Thereafter, this Agreement will automatically renew for successive one year periods (each such period, a “Renewal Term”), unless (i) earlier terminated as provided hereunder, or (ii) either Party provides notice of termination to the other Party not less than 12 months from the date such termination is to take effect. The Initial Term and any Renewal Terms will be collectively referred to as the “Term.”

2.Exhibit A is hereby deleted in its entirety and replaced with the attached Exhibit A.

Except as expressly modified herein, the Agreement shall remain in full force and effect in accordance with its terms. All capitalized terms not defined in this Amendment #1 shall have the meaning ascribed to them in the Agreement. This Amendment #2 may be executed in one or more counterparts, and each of which shall be deemed to be an original, and all of which shall constitute one and the same instrument.

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment #2 to be executed by their respective duly authorized representatives.

Guardant Health, Inc.:		Illumina, Inc.:
By:	/s/ Michael Wiley	By:	/s/ Jeffrey S. Eidel
Name:	Michael Wiley	Name:	Jeffrey S. Eidel
Title:	Chief Legal Officer	Title:	VP, Corporate Development
Date:	12/21/16	Date:	Dec 24, 2016

Confidential

EXHIBIT A

Part 1 of 2 – HARDWARE [***]

The following tables list the Hardware subject to purchase under this Agreement and [***].

[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]

Service Contracts

The instruments are provided with [***] which is equivalent to [***] level coverage. The first [***] can be upgraded for the difference between [***] and [***], as applicable.

[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
	[***]	[***]	[***]
	[***]	[***]	[***]
[***]	[***]	[***]	[***]
	[***]	[***]	[***]
	[***]	[***]	[***]
[***]	[***]	[***]	[***]
	[***]	[***]	[***]
	[***]	[***]	[***]
[***]	[***]	[***]	[***]
	[***]	[***]	[***]
	[***]	[***]	[***]
[***]	[***]	[***]	[***]
	[***]	[***]	[***]
	[***]	[***]	[***]
[***]	[***]	[***]	[***]
	[***]	[***]	[***]
	[***]	[***]	[***]
[***]	[***]	[***]	[***]
	[***]	[***]	[***]
	[***]	[***]	[***]

Page 2 of 7

[***] 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.

[***] and [***]

For the avoidance of doubt, Customer shall not be entitled to [***] which would apply under this Agreement for units of Existing Hardware purchased prior to the Effective Date or for Hardware purchased outside of this Agreement after the Effective Date. [***] are calculated separately.

[***]	[***]	[***]
[***]	[***]	[***]

[***]

[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]

[***]

Illumina Qualification Services

Installation Qualification (IQ), Operational Qualification (OQ) and Instrument Performance Verification (IPV) are available upon Customer’s request at any time during the term of the Agreement. [***] are set forth in the table below.

The descriptions of these services are as follows:

• Installation Qualification: documentation that facilities in which the Hardware has been installed are in accordance with requirements and safety regulations of the original manufacturer.

• Operational Qualification: evaluates the correct functionality of the equipment under test by examining and quantifying the specifications after installation.

Page 3 of 7

[***] 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.

• Instrument Performance Verification: ensures the accuracy of the Hardware after a major service event or replacement of specific modules.

[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]

Unless expressly noted otherwise, [***].

[***]

Page 4 of 7

[***] 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.

EXHIBIT A

Part 2 of 2 – CONSUMABLES [***]

The following tables list the Consumables subject to purchase under this Agreement and [***].

TG Consumables

[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]

RUO Consumables

Page 5 of 7

[***] 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.

[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]

First Quote. Illumina will provide Customer a quotation referencing this Agreement and specifying [***] for each Consumable from the [***] (the “First Quote”). The First Quote [***] will be used on all Purchase Orders that are provided by Customer from the [***] (“First Quote Period”). Illumina shall make available to Customer [***] for all such TG Consumables and [***] for Non-TG Consumables for [***] and [***] for Non-TG Consumables for [***]. The Purchase Orders placed against the First Quote must reference the First Quote and this Agreement to be valid.

Second Quote Period. Illumina will provide Customer a quotation referencing this Agreement and specifying [***] for each Consumable from [***] (the “Second Quote”). The Second Quote [***] will be used on all Purchase Orders that are provided by Customer during such period (“Second Quote Period”). Illumina shall make available to Customer [***] that corresponds to the [***] by Customer for Consumables during the First Quote Period, [***], based on the [***].

Page 6 of 7

[***] 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.

The Purchase Orders placed against the Second Quote must reference the Second Quote and this Agreement to be valid.

Subsequent Purchase Periods

Following the Second Quote Period, no later than [***] of this Agreement, Illumina will issue a quotation referencing this Agreement and specifying [***] for each Consumable (the “[***] Quote”). Each [***] Quote [***] expires on [***] and [***] will be used on all Purchase Orders that are provided by Customer prior to the end of such [***] (each, an “[***] Purchase Period”). The [***] for TG Consumables and Non-TG Consumables shall correspond to the [***] by Customer for Consumables during the First Quote Period, [***], based on the [***]. For subsequent [***] Quotes thereafter, the [***] for TG Consumables and Non-TG Consumables shall be determined based on Consumables Spend during the [***]. The Purchase Orders placed against each [***] Quote must reference the [***] Quote and this Agreement to be valid. Additionally, Customer shall provide to Illumina a [***] forecast of its anticipated Consumable purchases (every [***]), which details the forecasted purchases by [***] (“Forecast”). For clarity, such Forecasts shall be solely for the purpose of estimating purchases during any given [***] Purchase Period and in no event shall constitute or be deemed a binding obligation by Customer to purchase any Consumables.

Consumables [***]

“Consumable Spend” equals the [***]. For the avoidance of doubt, the non-TG Consumables that are supplied as Temporary Consumables as of the Effective Date are subject to the non-TG Consumables [***] for so long as they are Temporary Consumables.

Consumable [***]

	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]

Page 7 of 7

[***] 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.

EX-10.7(C)

Exhibit 10.7(c)

[***] 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 #3 TO SUPPLY AGREEMENT

Illumina, Inc., a Delaware corporation having a place of business at 5200 Illumina Way, San Diego, CA 92122 (“Illumina”) and Guardant Health, Inc., a Delaware corporation having a place of business at 505 Penobscot Drive, Redwood City CA 94063 (“Customer”), entered into that certain Supply Agreement dated September 15, 2014, as amended (“Agreement”). Customer and Illumina may be referred to herein as “Party” or “Parties.” The Parties desire to amend the Agreement by entering into this Amendment #3 (“Amendment#3”) as of the date of last signature below (“Amendment #3 Effective Date”).

The Parties hereby agree as follows:

1.    Section 2.2(a) is hereby deleted in its entirety and replaced with the following:

a.Supplied Products. The Supplied Products and any applicable Service Contracts, along with [***] are set forth on Exhibit A. If [***] for a Supplied Product or Service Contract is not set forth in Exhibit A, the Parties will agree to [***]. [***]

2.Exhibit A is hereby deleted in its entirety and replaced with the attached Exhibit A.

Except as expressly modified herein, the Agreement shall remain in full force and effect in accordance with its terms. All capitalized terms not defined in this Amendment #3 shall have the meaning ascribed to them in the Agreement. This Amendment #3 may be executed in one or more counterparts, and each of which shall be deemed to be an original, and all of which shall constitute one and the same instrument.

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment #3 to be executed by their respective duly authorized representatives.

Guardant Health, Inc.:		Illumina, Inc.:
By:	/s/ Derek Bertocci	By:	/s/ Jeffrey S. Eidel
Name:	Derek Bertocci	Name:	Jeffrey S. Eidel
Title:	Chief Financial Officer	Title:	VP, Corporate Development
Date:	August 9, 2017	Date:	August 14, 2017

Confidential

EXHIBIT A

Part 1 of 2 – HARDWARE [***]

The following tables list the Hardware subject to purchase under this Agreement and [***].

[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]

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Service Contracts

The instruments are provided with [***] of service which is equivalent to [***] level coverage. The first [***] of service can be upgraded for the difference between [***] and [***], as applicable.

[***]	[***]	[***]
[***]	[***]	[***]
	[***]	[***]
	[***]	[***]
[***]	[***]	[***]
	[***]	[***]
	[***]	[***]
[***]	[***]	[***]
	[***]	[***]
	[***]	[***]
[***]	[***]	[***]
	[***]	[***]
	[***]	[***]
[***]	[***]	[***]
	[***]	[***]
	[***]	[***]
[***]	[***]	[***]
	[***]	[***]
	[***]	[***]
[***]	[***]	[***]
	[***]	[***]
	[***]	[***]
[***]	[***]	[***]
	[***]	[***]
	[***]	[***]

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[***] and [***]

For the avoidance of doubt, Customer shall not be entitled to [***] which would apply under this Agreement for units of Existing Hardware purchased prior to the Effective Date or for Hardware purchased outside of this Agreement after the Effective Date. [***] are calculated separately. For the further avoidance of doubt, [***] specified below with respect to [***] are based on [***] during the Term and not based on [***]. So, by way of example:

[***]

[***]	[***]	[***]
[***]	[***]	[***]

[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]

[***]

[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]

[***]

Illumina Qualification Services

Installation Qualification (IQ), Operational Qualification (OQ) and Instrument Performance Verification (IPV) are available upon Customer’s request at any time during the term of the Agreement. [***], are set forth in the table below.

The descriptions of these services are as follows:

• Installation Qualification: documentation that facilities in which the Hardware has been installed are in accordance with requirements and safety regulations of the original manufacturer.

• Operational Qualification: evaluates the correct functionality of the equipment under test by examining and quantifying the specifications after installation.

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• Instrument Performance Verification: ensures the accuracy of the Hardware after a major service event or replacement of specific modules.

[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]

Unless expressly noted otherwise, [***].

[***]

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EXHIBIT A

Part 2 of 2 – CONSUMABLES [***]

The following tables list the Consumables subject to purchase under this Agreement and any [***].

TG Consumables

[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]

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RUO Consumables

[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
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[***]	[***]
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[***]	[***]
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[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]

First Quote.Illumina will provide Customer a quotation referencing this Agreement and specifying the price for each Consumable from the [***] (the “First Quote”). The First Quote [***] will be used on all Purchase Orders that are provided by Customer from the [***] (“First Quote Period”).Illumina shall make available to Customer [***] for all such TG Consumables and [***] for Non-TG Consumables for [***] and [***] for Non-TG Consumables for [***]. The Purchase Orders placed against the First Quote must reference the First Quote and this Agreement to be valid.

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Second Quote Period. Illumina will provide Customer a quotation referencing this Agreement and specifying [***] for each Consumable from [***] (the “Second Quote”).The Second Quote [***] will be used on all Purchase Orders that are provided by Customer during such period (“Second Quote Period”).Illumina shall make available to Customer [***] that corresponds to the [***] by Customer for Consumables during the First Quote Period, [***], based on the [***]. The Purchase Orders placed against the Second Quote must reference the Second Quote and this Agreement to be valid.

Subsequent Purchase Periods

Following the Second Quote Period, no later than [***], Illumina will issue a quotation referencing this Agreement and specifying the price for each Consumable (the “[***] Quote”). Each [***] Quote and pricing found therein expires on [***] and sets forth the pricing that will be used on all Purchase Orders that are provided by Customer prior to the end of such [***] period (each, an “[***] Purchase Period”). The [***] for TG Consumables and Non-TG Consumables shall correspond to the [***] by Customer for Consumables during the first Quote Period, [***], based on the [***]. For subsequent [***] Quotes thereafter, the [***] for TG Consumables and Non-TG Consumables shall be determined based on Consumables Spend during the [***]. The Purchase Orders placed against each [***] Quote must reference the [***] Quote and this Agreement to be valid. Additionally, Customer shall provide to Illumina a [***] forecast of its anticipated Consumable purchases (every [***]), which details the forecasted purchases by [***] (“Forecast”). For clarity, such Forecasts shall be solely for the purpose of estimating purchases during any given [***] Purchase Period and in no event shall constitute or be deemed a binding obligation by Customer to purchase any Consumables.

Consumables [***]

“Consumable Spend” equals the [***]. For the avoidance of doubt, the non-TG Consumables that are supplied as Temporary Consumables as of the Effective Date are subject to the non-TG Consumables [***] for so long as they are Temporary Consumables.

Consumable [***]

	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]
[***]	[***]	[***]

[***]:

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If Customer places a [***] Consumables Purchase Order with Illumina prior to [***], then Illumina shall [***] available to Customer for purchases of [***] through [***]. Further, Illumina agrees to [***], as applicable to Customer under this Agreement, until after [***]. For the sake of clarity, beginning on [***], [***] to Customer for the [***] shall equal [***], and may thereafter be [***]. As used herein, the term “[***] Consumables Purchase Order” means a Purchase Order submitted by Customer to Illumina meeting the following criteria: (i) submitted for a purchase amount of [***] or more, and (ii) may only be applied toward Customer’s purchases, made between [***], of Consumables intended by Illumina for use on the [***] platform. For the avoidance of doubt, the Parties understand that notwithstanding anything in this Agreement to the contrary, the [***] Consumables Purchase Order may be cancellable by Customer at any time upon notice to Illumina. Illumina understands that Customer’s ability to purchase the [***] instruments specified herein is tied to its ability to return certain [***] instruments it currently leases from a third party lessor, and Customer understands that [***] is contingent upon Customer’s purchases of [***] instruments as specified herein.

The following [***] shall apply to [***] purchased by Customer after [***], based on S2 Spend and Number of [***]. “S2 Spend” equals the total amount Illumina has invoiced Customer for shipments of [***] to Customer during the [***] time period, and thereafter during the [***]. “Number of [***]” means the number of [***] instruments for which Illumina has invoiced Customer during the Term of this Agreement.

[***]	[***]
	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]

[***]:

The following [***] shall apply to [***] purchased by Customer:

	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]
[***]	[***]	[***]	[***]

“[***] Core Consumables Spend” equals the total amount Illumina has invoiced Customer for shipments of [***] and [***] to Customer during the [***] time period, and thereafter during the [***]. Notwithstanding anything in this Agreement to the contrary. Customer understands that as

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of the Amendment #3 Effective Date, the [***] are not yet available for ordering, and Illumina will not accept orders against any quotation and any purchase order placed against such quotation until [***] are generally commercially available for purchase from Illumina.

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[***] 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.

EX-10.7(D)

Exhibit 10.7(d)

[***] 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 #4 TO SUPPLY AGREEMENT

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.

RECITALS

A.    The Parties previously entered into that certain Supply Agreement dated September 15, 2014, as amended (the “Agreement”).

B.The Parties each desire to amend the Agreement as set forth herein.

C.Section 13.9 of the Agreement provides that the Agreement may be amended with the written consent of the Parties.

AGREEMENT

NOW THEREFORE, the undersigned agree as follows:

1.Amendment. The following definition set forth in Article I (Definitions) of the Agreement shall be amended in its entirety as set forth below:

“Collection Territory”means the country or countries from which samples and specimens may be collected for testing by Customers for Clinical Use[***].

2.Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

3.Governing Law. This Amendment and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect to the principles of the conflicts of law.

As amended hereby, the Supply Agreement shall remain in full force and effect.

[***] 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.

The foregoing Amendment #4 to Supply Agreement is hereby executed as of the date first written above.

ILLUMINA, INC.:
By:	/s/ David Daly	Date:	6/26/18
David Daly, Sr., Vice President & General Manager
GUARDANT HEALTH, INC.:
By:	/s/ Michael Wiley	Date:	June 26, 2018
Michael Wiley, Chief Legal Officer

[***] 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.

EX-21.1

Exhibit 21.1

Subsidiaries of Guardant Health, Inc.

Name	Jurisdiction of Incorporation
Guardant Health AMEA, Inc.	Delaware
Guardant Health Pte. Ltd.	Singapore
Guardant Health Japan Corp.	Japan

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” and to the use of our report dated July 5, 2018, (except for Note 7 to the financial statements, as to which the date is August 13, 2018), in the Registration Statement (Form S-1) and related Prospectus of Guardant Health, Inc. dated September 5, 2018.

/s/ Ernst & Young LLP

Redwood City, California

September 5, 2018

EX-99.1

Exhibit 99.1

Consent to be Named as a Director Nominee

Guardant Health, Inc., a Delaware corporation (the “Company”), has confidentially submitted a draft registration statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the initial public offering of its common stock. In connection therewith, I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of the Company in such registration statement and any amendments and supplements thereto, and to the filing of this consent as an exhibit to such registration statement and any amendments and supplements thereto.

Dated:	June 27, 2018
		/s/ Dipchand Nishar
		Dipchand Nishar