0001213900-12-000621 Sample Contracts

WARRANT TO PURCHASE SHARES of ORGANOVO, INC. Dated as of September [__], 2011 Void after the date specified in Section 8
Organovo Holdings, Inc. • February 13th, 2012 • Real estate operators (no developers) & lessors • California

THIS CERTIFIES THAT, for value received, [_____________], or its registered assigns (the “Holder”), is entitled, subject to the provisions and upon the terms and conditions set forth herein, to purchase from Organovo, Inc., a Delaware corporation (the “Company”), Shares (as defined below), in the amounts, at such times and at the price per share set forth in Section 1. The term “Warrant” as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein. This Warrant is issued in connection with the transactions described in the Exchange Agreement and Release, dated as of September [__], 2011, by and among the Company and the purchasers described therein (the “Purchase Agreement”).

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SPLIT-OFF AGREEMENT
Split-Off Agreement • February 13th, 2012 • Organovo Holdings, Inc. • Real estate operators (no developers) & lessors • Delaware

This SPLIT-OFF AGREEMENT, dated as of February 8, 2012 (this “Agreement”), is entered into by and among Organovo Holdings, Inc., a Delaware corporation (“Seller”), Organovo Split Corp., a Delaware corporation (“Split-Off Subsidiary”) and Deborah Lovig (“Buyer”).

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Contract
Off Agreement • February 13th, 2012 • Organovo Holdings, Inc. • Real estate operators (no developers) & lessors • California

THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS IN ACCORDANCE WITH APPLICABLE REGISTRATION REQUIREMENTS OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THIS WARRANT MUST BE SURRENDERED TO THE COMPANY OR ITS TRANSFER AGENT AS A CONDITION PRECEDENT TO THE SALE, TRANSFER, PLEDGE OR HYPOTHECATION OF ANY INTEREST IN ANY OF THE SECURITIES REPRESENTED HEREBY.

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AGREEMENT AND PLAN OF MERGER AND REORGANIZATION AMONG ORGANOVO HOLDINGS, INC., a Delaware corporation ORGANOVO ACQUISITION CORP., a Delaware corporation AND ORGANOVO, INC., a Delaware corporation February 8, 2012
Agreement and Plan of Merger and Reorganization • February 13th, 2012 • Organovo Holdings, Inc. • Real estate operators (no developers) & lessors • Delaware

AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of February 8, 2012, by and among Organovo Holdings, Inc. (f/k/a Real Estate Restoration and Rental, Inc.), a Delaware corporation (the “Parent”), Organovo Acquisition Corp., a Delaware corporation (the “Acquisition Subsidiary”) and Organovo, Inc., a Delaware corporation (the “Company”). The Parent, the Acquisition Subsidiary and the Company are each a “Party” and referred to collectively herein as the “Parties.”

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 13th, 2012 • Organovo Holdings, Inc. • Real estate operators (no developers) & lessors • New York

THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of the___ day of __________, 2011, by and between Organovo, Inc., a Delaware corporation (the “Company”), and the investors listed on the Schedule of Investors attached hereto (each an “Investor” and collectively, the “Investors”).

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SCIENTIFIC ADVISORY BOARD CONSULTING AGREEMENT
Consulting Agreement • February 13th, 2012 • Organovo Holdings, Inc. • Real estate operators (no developers) & lessors • Delaware

This consulting agreement (the "Agreement") is made and entered into as of the 17th day of March, 2008 (the "Effective Date") by and between ORGANOVO, INC., a company formed under the laws of Delaware (the "Company"), located at 11996 Darlington Ave., Los Angeles, CA, and David Mooney, Ph.D. (the "Advisor"), an individual residing at 27 Powers Road, Sudbury MA 01776.

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GENERAL RELEASE AGREEMENT
General Release Agreement • February 13th, 2012 • Organovo Holdings, Inc. • Real estate operators (no developers) & lessors • Delaware

This GENERAL RELEASE AGREEMENT (this “Agreement”), dated as of February 8, 2012, is entered into by and among Organovo Holdings, Inc., a Delaware corporation (“Seller”), Organovo Split Corp., a Delaware corporation (“Split-Off Subsidiary”), and Deborah Lovig (the “Buyer”). In consideration of the mutual benefits to be derived from this Agreement, the covenants and agreements set forth herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the execution and delivery hereof, the parties hereto hereby agree as follows:

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LICENSE AGREEMENT BETWEEN CLEMSON UNIVERSITY RESEARCH FOUNDATION AND Organovo, Inc. CURF #01-025 Patent# 7,051,654 Entitled "Ink-Jet Printing of Viable Cells" CURF License Agreement #
License Agreement • February 13th, 2012 • Organovo Holdings, Inc. • Real estate operators (no developers) & lessors • California

This Agreement is made and entered into by and between the Clemson University Research Foundation, a corporation duly organized and existing under the laws of South Carolina and having its principal office at 91 Technology Drive, AMRL Building, Anderson, South Carolina 29625 (hereinafter referred to as "CURF") and Organovo, Inc., a corporation duly organized under the laws of Delaware and having its principal office at 5871 Oberlin Dr., Suite 150, San Diego, CA 92121 (hereinafter referred to as "LICENSEE"). CURF and LICENSEE shall herein also be referred to collectively as "PARTIES" or individually as "PARTY."

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Indemnification Agreement
Indemnification Agreement • February 13th, 2012 • Organovo Holdings, Inc. • Real estate operators (no developers) & lessors • Delaware

This Indemnification Agreement (this “Agreement”), dated as of[insert date], is made by and between Organovo Holdings, Inc., a Delaware corporation (the “Company”), and ______________(the “Indemnitee”), an “agent” (as hereinafter defined) of the Company.

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ORGANOVO HOLDINGS, INC.
Stock Option Award Agreement • February 13th, 2012 • Organovo Holdings, Inc. • Real estate operators (no developers) & lessors • California

Unless otherwise defined herein, the terms defined in the Organovo Holdings, Inc. 2012 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Stock Option Award Agreement (the “Award Agreement”).

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LOCK-UP AGREEMENT
Lock-Up Agreement • February 13th, 2012 • Organovo Holdings, Inc. • Real estate operators (no developers) & lessors • Delaware

Reference is made to the Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), dated as of _____________, 2012, by and among Organovo Holdings, Inc., a Delaware corporation (the “Parent”), Organovo Acquisition Corp., a Delaware corporation, and Organovo, Inc., a Delaware corporation (the “Company”). In connection with the Merger Agreement, stockholders of the Company shall receive shares of the Parent’s common stock, par value $0.001 per share (“Common Stock”), in consideration for shares of the Company held by them at the effective time of the merger. In consideration of the Parent and the Company entering into the Merger Agreement, the undersigned, an officer, director or holder of 5% or more of the Company’s Common Stock, hereby agrees as follows:

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SCIENTIFIC ADVISORY BOARD CONSULTING AGREEMENT
Scientific Advisory Board Consulting Agreement • February 13th, 2012 • Organovo Holdings, Inc. • Real estate operators (no developers) & lessors • Delaware

This consulting agreement (the "Agreement") is made and entered into as of the 14th day of April, 2008 (the "Effective Date") by and between ORGANOVO, INC., a company formed under the laws of Delaware (the "Company"), located at 11996 Darlington Ave., Los Angeles, CA, and Gordana Vunjak-Novakovic, Ph.D. (the "Advisor"), an individual residing in the state of New York at 2700 Broadway #4G, New York City, NY 10025.

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SHARE CANCELLATION AGREEMENT AND RELEASE
Share Cancellation Agreement and Release • February 13th, 2012 • Organovo Holdings, Inc. • Real estate operators (no developers) & lessors • Nevada

THIS AGREEMENT is hereby made as of the ____ day of __________, by and between Organovo Holdings, Inc., a Nevada corporation formerly known as Real Estate Restoration and Rental, Inc., having its address as 710 Wellingham Drive, Durham, NC 27713 (the “Company”) and __________ (the “Shareholder”).

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SCIENTIFIC ADVISORY BOARD CONSULTING AGREEMENT
Scientific Advisory Board Consulting Agreement • February 13th, 2012 • Organovo Holdings, Inc. • Real estate operators (no developers) & lessors • Delaware

This consulting agreement (the "Agreement") is made and entered into as of the 30th day of June, 2008 (the "Effective Date") by and between ORGANOVO, INC., a company formed under the laws of Delaware (the "Company"), located at 11996 Darlington Ave., Los Angeles, CA, and K. Craig Kent, M.D. (the "Advisor"), an individual residing at 1320 York Avenue #33B, New

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Memorandum of Understanding
Organovo Holdings, Inc. • February 13th, 2012 • Real estate operators (no developers) & lessors

This Memorandum of Understanding (the "MOU") is made and entered into as of the 151 of October 2009 (the "Effective Date") by and between ORGANOVO, INC., a company formed under the laws of Delaware (the "Company"), located at 5871 Oberlin Dr., Suite 150, San Diego, CA, 92121, and Robert Baltera, 7955 Run of the Knolls, San Diego, CA, 92127 (the "Executive").

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SCIENTIFIC ADVISORY BOARD CONSULTING AGREEMENT
Consulting Agreement • February 13th, 2012 • Organovo Holdings, Inc. • Real estate operators (no developers) & lessors • Delaware

This consulting agreement (the "Agreement") is made and entered into as of the 17th day of March, 2008 (the "Effective Date") by and between ORGANOVO, INC., a company formed under the laws of Delaware (the "Company"), located at 11996 Darlington Ave., Los Angeles, CA, and Glenn Prestwich, Ph.D. (the "Advisor"), an individual residing at 1500 Sunnydale Lane, Salt Lake City, UT 84108.

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LICENSE AGREEMENT
License Agreement • February 13th, 2012 • Organovo Holdings, Inc. • Real estate operators (no developers) & lessors • Missouri

THIS AGREEMENT is made and entered into this 24th day of March, 2009 ("EFFECTIVE DATE"), by and between THE CURATORS OF THE UNIVERSITY OF MISSOURI, a public corporation of the State of Missouri having a principal office at The Office of Technology Management & Industry Relations, 340 Bond Life Sciences Center, Columbia, MO 65211, ("UNIVERSITY") and Organovo having offices at 11180 Roselle St., Suite H, San Diego, CA 92121 ("LICENSEE").

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Office of Technology Management and Industry Relations , Office of Research University of Missouri-Columbia DATE: March 17, 2010 TO: Keith Murphy-Organovo RE: 10UMC008 License Agreement Comments: Please see the 2 original, partially executed...
License Agreement • February 13th, 2012 • Organovo Holdings, Inc. • Real estate operators (no developers) & lessors
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