Board Member Compensation & Benefits. The compensation provided by this Agreement shall be in lieu of any compensation that would otherwise be due to Executive as a result of his position as a member of the Board during the Term, provided that any other benefits extended to Board members that are not provided hereunder shall be extended to Executive during the Term. At all times after the Term, for so long as Executive serves as a Board member, Executive shall be entitled to Director compensation and benefits on the same terms and conditions as other Board members.

The Compensation Committee of the Board has the responsibility to review and recommend to the Board compensation programs for non-employee directors.

Consulting Engagement / Spinco Board Member. The parties hereby confirm that they contemplate, in connection with the separation of the Executive's employment, either # entering into a Consulting Agreement pursuant to which Executive will advise the Company on business matters in connection with the planned spin-off of the Biosciences Division, # Executive entering into a Consulting Agreement with Spinco to be effective on the Spinoff Effective Date, and/ or # Executive serving as a member of the Spinco Board of Directors effective upon the Spinoff Effective Date, in any such case with the Executive remaining in continuous service with the Company or Spinco from the date hereof through the Spinoff Effective Date (unless Executive's service is earlier terminated for Cause pursuant to Section 2(e) hereof). The rate of compensation, duration of service and other terms and conditions of any such consulting or other engagement will be set forth in the applicable Consulting Agreement or other agreement, provided that the Parties intend that the duration of any such consulting or other service relationship shall extend through March 31, 2018, unless earlier terminated by the Company or Spinco for Cause, as a result of a breach by the Executive of his Continuing Obligations under Section 3 hereof, as a result of the Executive's voluntary resignation or termination of service, the nonelection of the Executive to the Spinco Board of Directors by the Spinco stockholders (if applicable), or otherwise as agreed by the Parties.

Member. As of the date hereof, the Member is the sole member of the Company. The name and mailing address of the Member are as follows:

Member. Except as otherwise required by the Act, the business and affairs of the Company shall be managed by or under the direction of the Member.

Member. The Member shall have the same fiduciary duties to the Company as a member of the board of directors of a Delaware corporation. For the avoidance of doubt, such fiduciary duties shall not be limited by the fact that the Member shall be permitted to take certain actions in its sole or reasonable discretion pursuant to the terms of this Agreement or any agreement entered into in connection herewith. Notwithstanding the foregoing, the Company acknowledges that the Member will act through its board of directors, and that the board of directors will owe fiduciary duties to the Member and its stockholders. The Member will use commercially reasonable and appropriate efforts and means, as determined in good faith by the Member, to minimize any conflict of interest between the Company, on the one hand, and the stockholders of the Member, on the other hand, and to effectuate any transaction that involves or affects any of the Company, the Member and/or the stockholders of the Member in a manner that does not # disadvantage the Company of its interests relative to the stockholders of the Member, # advantage the stockholders of the Member relative to the Company or # treat the Company and the stockholders of the Member differently; provided that in the event of a conflict between the interests of the stockholders of the Member and the interests of the Company, the Company agrees that the Member shall discharge its fiduciary duties to the Company by acting in the best interests of the Member’s stockholders.

Each member of the Board of Directors (the “Board”) of Personalis, Inc. (the “Company”) who is a non-employee director of the Company (each such member, a “Non-Employee Director”) will receive the compensation described in this Non-Employee Director Compensation Policy (the “Director Compensation Policy”) for his or her Board service.

Service as a Member of the Board. Nothing in this Agreement, the Plan or the Award Letter shall give the Director any claim or right to continue as a member of the Board.

Board Membership. Upon the termination of Executive's employment for any reason, Executive will be deemed to have resigned from any seat on the Board (and from any seats on the boards, and from any offices, of subsidiaries) held at such time, voluntarily, without any further required action by the Executive, as of the end of the Employment Term. Executive, at the Board's request, will execute any documents necessary to reflect his resignation.

Board Seat. The Company, together with the Board, hereby elects you, and vests you with the power and authority the same as all other members, as a member of the Board. You hereby agree to serve as a member of the Board effective as of the Commencement Date. We agree that the foregoing election to the Board and your role as a member of the Board is separate from your role as Chief Executive Officer of the Company. This Section 2 shall survive the expiration or earlier termination of this Agreement and does not and shall not impact in any manner your Board seat.

Board Meetings. The Chairman of the Board shall have the authority to convene Board meetings, including the authority to specify the time and place of such meetings. Directors may attend Board meetings in person or by any other means of attendance permitted under the Corporations Code, provided, however, that # the Board shall meet at least two (2) times during each semi-annual fiscal period and # written notice of all Board meetings shall be given not less than 15 days in advance of each meeting (which 15-day period may be shortened by written waiver of Directors or actual attendance by Directors, without objection, at a Board meeting). Board meetings shall be conducted in the English language and minutes of such meetings shall be prepared by Ai-nova Acquisition Corp in English and distributed to each Director promptly following each meeting. Proposals or reports brought before any Board meeting for information or action (including without limitation AI-NOVA ’s annual and quarterly financial statements) shall be prepared in English.

Board Approval. Each Party shall cause each Director that it has appointed pursuant hereto to vote to approve any transfer of Securities that complies with the terms of this Section 8.

Board Approval. The board of directors shall have been informed of the transactions contemplated under this Agreement and any other ancillary transactions and expressed no objection to these transactions.

The Company shall reimburse the 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. At the request of a majority of the Preferred Directors (as defined in the Company’s Certificate of Incorporation), the Company shall cause to be established, as soon as practicable after such request, and will maintain an audit and/or compensation committee, as applicable, each of which shall consist solely of non-management directors. Each non-employee director shall be entitled in such person’s discretion to be a member of any Board committee, except with respect to any committee of the Board of Directors formed for the purpose of acting as the administrator of the Company’s 2010 Special Stock Incentive Plan, and each committee of the Board of Directors, if any, shall include at least one of the Preferred Directors.

Board Recommendation. The Board of Directors of YourSpace has determined that the terms of the Share Exchange are fair to and in the best interests of the respective ​.

DR has been appointed a member of the Board, and DR has accepted such appointment.

Board Recommendation. The Board of Directors of NOVA has unanimously determined that the terms of the Acquisition are fair to and in the best interests of the shareholders of NOVA and recommended that the holders of the shares of NOVA Common Stock approve the Acquisition.

During calendar year ​, each non-employee member of the Board was entitled to receive an aggregate of ​ in cash and restricted stock. The cash portion of the compensation was paid quarterly in ​ increments. The remainder of such compensation was paid in restricted shares of the Company’s Class A common stock, and vested on ​ to individuals who were on the Board on ​.