0001144204-12-052093 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 19th, 2012 • Response Genetics Inc • In vitro & in vivo diagnostic substances • New York

This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 13th day of September, 2012, by and among Response Genetics, Inc., a Delaware corporation (the “Company”), and each investor set forth on the signature pages hereto and any Affiliate or permitted transferee of any such investor who is a subsequent holder of any Registerable Securities (each an “Investor” and collectively, the “Investors”). Capitalized terms used herein that are not otherwise defined herein have the respective meanings ascribed to them in the Purchase Agreement, dated as of the date hereof, by and among the Company and the Persons set forth therein (the “Purchase Agreement”).

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PURCHASE AGREEMENT
Purchase Agreement • September 19th, 2012 • Response Genetics Inc • In vitro & in vivo diagnostic substances • New York

THIS PURCHASE AGREEMENT (this “Agreement”) is made as of the 13th day of September, 2012, by and among Response Genetics, Inc., a Delaware corporation (the “Company”), and the investors set forth in Exhibit A hereto (each an “Investor” and collectively, the “Investors”).

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