(c) Each Investor, together with its affiliates (as that term is defined under Rule 405 of
the Securities Act), has not, prior to the date of this Agreement, sold, offered to sell, solicited offers to buy, disposed of, loaned, pledged or granted any right with respect to (collectively, a Disposition), the offering and
sale of the Shares. Such prohibited sales or other transactions would include, without limitation, effecting any short sale or having in effect any short position (whether or not such sale or position is against the box and regardless of when such
position was entered into) or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to the offering and sale of the Shares.
(d) The Investors shall not issue any press release or make any other public announcement relating to this Agreement unless (i) the
content thereof is mutually agreed to by Guardant and the Investors, or (ii) the Investors are advised by their counsel that such press release or public announcement is required by law, in which case the Investors will provide prior written
notice to Guardant.
(e) If the Investors are outside the United States, each Investor will comply with all applicable laws and
regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers the Shares or has in its possession or distributes any offering material, in all cases at its own expense.
(f) Each Investor understands that nothing in this Agreement or any other materials presented to the Investors in connection with the purchase
and sale of the Shares constitutes legal, tax or investment advice. The Investors have consulted such legal, tax and investment advisors as each Investor, in its sole discretion, has deemed necessary or appropriate in connection with the
Investors purchase of the Shares.
(g) Neither the Investors nor any of their officers or directors or any other person acting in a
similar capacity or carrying out a similar function, is (i) a person named on the Specially Designated Nationals and Blocked Persons List, the Foreign Sanctions Evaders List, the Sectoral Sanctions Identification List, or any other similar list
of sanctioned persons administered by the U.S. Treasury Departments Office of Foreign Assets Control, or any similar list of sanctioned persons administered by the European Union or any individual European Union member state, or the United
Kingdom (collectively, Sanctions Lists); (ii) directly or indirectly owned or controlled by, or acting on behalf of, one or more persons on a Sanctions List; (iii) organized, incorporated, established, located, resident or
born in, or a citizen, national, or the government, including any political subdivision, agency, or instrumentality thereof, of, Russia, Belarus, Cuba, Iran, North Korea, Syria, Venezuela, and the
Crimea, so-called Donetsk Peoples Republic (DNR) and so-called Luhansk Peoples Republic (LNR) regions of Ukraine, or any other country or
territory embargoed or subject to substantial trade restrictions by the United States, the European Union or any individual European Union member state, or the United Kingdom; (iv) a Designated National as defined in the Cuban Assets Control
Regulations, 31 C.F.R. Part 515; or (v) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank (collectively, a Prohibited
Investor). To the extent required by applicable law, the Investor also represents that it maintains policies and procedures reasonably designed to ensure compliance with sanctions administered by the United States, the European Union, or
any individual European Union member state, or the United Kingdom, to the extent applicable to the Investor. The Investor further represents that the funds held by the Investor and used to purchase the Shares were legally derived and were not
obtained, directly or indirectly, from a Prohibited Investor.
(h) The Investors do not act on behalf of (i) any employee benefit
plan that is subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (ERISA), (ii) any plan or an individual retirement account or other arrangement that is subject to Section 4975 of the
Internal Revenue Code of 1986, as amended (the Code), (iii) any entity whose underlying assets are considered to include plan assets of any such plan, account or arrangement described in clauses (i) and (ii)
(each, an ERISA Plan), or (iv) any employee benefit plan that is a governmental plan (as defined in Section 3(32) of ERISA), a church plan (as defined in Section 3(33) of ERISA), a
non-U.S. plan (as described in Section 4(b)(4) of ERISA) or other plan that is not subject to the foregoing clauses (i), (ii) or (iii) but may be subject to provisions under any other federal, state,
local, non-U.S., or other laws or regulations that are similar to such provisions of ERISA or the Code.
(i) The Investors have sufficient funds to pay the Subscription Amount and consummate the purchase and sale of the Shares pursuant to this
Agreement.