GENOPTIX, INC. INDEMNITY AGREEMENTIndemnity Agreement • July 31st, 2007 • Genoptix Inc • California
THIS INDEMNITY AGREEMENT (this "Agreement") dated as of , 20 , is made by and between GENOPTIX, INC., a Delaware corporation (the "Company"), and ("Indemnitee").
QuickLinks -- Click here to rapidly navigate through this documentGenoptix Inc • July 31st, 2007 • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.
QuickLinks -- Click here to rapidly navigate through this documentGenoptix Inc • July 31st, 2007 • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.
SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 31st, 2007 • Genoptix Inc
This Second Amendment to Amended and Restated Loan and Security Agreement (the "Amendment") is entered into as of October 24, 2006, by and between COMERICA BANK ("Bank") and GENOPTIX, INC. ("Borrower").
CLINICAL LABORATORY PROFESSIONAL SERVICES AGREEMENTLaboratory Professional Services Agreement • July 31st, 2007 • Genoptix Inc • California
THIS CLINICAL LABORATORY PROFESSIONAL SERVICES AGREEMENT (the "Agreement") is made and entered into on December 31, 2005, by and between Genoptix, Inc. d/b/a Genoptix Clinical Laboratory (hereinafter referred to as "Genoptix"), and Cartesian Medical Group, Inc. (hereinafter referred to as the "Medical Group").
AMENDED AND RESTATED SUBLEASE AGREEMENTSublease Agreement • July 31st, 2007 • Genoptix Inc • California
This Amended and Restated Sublease Agreement ("Sublease") is made as of the 1st day of May, 2006, by and between CancerVax Corporation, a Delaware corporation ("Sublandlord"), and Genoptix, Inc., a Delaware corporation ("Subtenant") and restates in their entirety the terms and provisions of that certain Sublease, dated April 26, 2006, by and between Sublandlord and Subtenant.
GENOPTIX, INC. FIRST AMENDMENT TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • July 31st, 2007 • Genoptix Inc • Delaware
This FIRST AMENDMENT TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this "Amendment") by and among GENOPTIX, INC., a Delaware corporation (the "Company") and the investors listed on the signature pages hereof (each, an "Investor", and together, the "Investors") dated as of May 9, 2005 (the "Investor Rights Agreement") is entered into as of August 3, 2005 by and among the Company and the Investors. Capitalized terms used herein which are not defined herein shall have the definition ascribed to them in the Investor Rights Agreement.
GENOPTIX, INC. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTRights Agreement • July 31st, 2007 • Genoptix Inc • Delaware
THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the "Agreement") is entered into as of the 9th day of May, 2005, by and among GENOPTIX, INC., a Delaware corporation (the "Company"), the purchasers of the Company's new Series 1-D Preferred Stock (the "Series 1-D Preferred") set forth on Exhibit A hereto and certain holders of the Company's Series 1-A Preferred Stock (the "Series 1-A Preferred"), Series 1-B Preferred Stock (the "Series 1-B Preferred") and Series 1-C Preferred Stock (the "Series 1-C Preferred") set forth on Exhibit A hereto. The purchasers of the Series 1-D Preferred and the holders of the Series 1-A Preferred, Series 1-B Preferred and Series 1-C Preferred shall be collectively referred to hereinafter as the "Investors" and each individually as an "Investor".
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 31st, 2007 • Genoptix Inc • California
This First Amendment to Amended and Restated Loan and Security Agreement (this "Amendment") is entered into as of May 30, 2006, by and between COMERICA BANK ("Bank") and GENOPTIX, INC. ("Borrower").
GENOPTIX, INC. AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 31st, 2007 • Genoptix Inc • California
This AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is entered into as of May 09, 2005, by and between COMERICA BANK ("Bank") and GENOPTIX, INC. ("Borrower").
QuickLinks -- Click here to rapidly navigate through this documentGenoptix Inc • July 31st, 2007
Comerica Bank (the "Bank") has approved the extension of the maturity date of the above referenced credit facility as evidenced by that certain note/agreement, dated May 9, 2005 (as such may be amended, restated, modified, supplemented or revised from time to time, the "Agreement") from June 30, 2007 to August 30, 2007. Upon your execution of a counterpart of this letter, the maturity date shall be so amended.
AMENDMENT NO. 1 TO SUBLEASEGenoptix Inc • July 31st, 2007
This AMENDMENT NO. 1 TO SUBLEASE ("Amendment") is made and entered into as of April 2, 2007 ("Effective Date") by and between MICROMET, INC., a Delaware corporation ("Sublandlord"), and GENOPTIX, INC., a Delaware corporation ("Subtenant").
