] Shares GENOPTIX, INC. Common Stock ($0.001 Par Value) UNDERWRITING AGREEMENTUnderwriting Agreement • February 14th, 2008 • Genoptix Inc • Services-medical laboratories • New York
LEHMAN BROTHERS INC. As Representative of the several Underwriters named in Schedule 1 attached hereto, c/o Lehman Brothers Inc. 745 Seventh Avenue New York, New York 10019
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").
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • February 26th, 2009 • Genoptix Inc • Services-medical laboratories • California
THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into this 5th day of November, 2008 (the “Effective Date”) by and between GENOPTIX, INC., a Delaware corporation (“Company”), and TINA S. NOVA, PH.D. (“Executive”) and supersedes and replaces that certain Executive Employment Agreement by and between the Company and Executive dated October 4, 2007.
AGREEMENT AND PLAN OF MERGER among: GENOPTIX, INC., a Delaware corporation; NOVARTIS FINANCE CORPORATION, a New York corporation; and GO MERGER SUB, INC., a Delaware corporation Dated as of January 24, 2011Agreement and Plan of Merger • January 26th, 2011 • Genoptix Inc • Services-medical laboratories • Delaware
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of January 24, 2011, by and among: NOVARTIS FINANCE CORPORATION, a New York corporation (“Parent”); GO MERGER SUB, INC., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and GENOPTIX, INC., a Delaware corporation (the “Company”). Certain defined terms used in this Agreement are set forth in Exhibit A.
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.
5,000,000 Shares GENOPTIX, INC. Common Stock ($0.001 Par Value) UNDERWRITING AGREEMENTGenoptix Inc • October 9th, 2007 • Services-medical laboratories • New York
LEHMAN BROTHERS INC. As Representative of the several Underwriters named in Schedule 1 attached hereto, c/o Lehman Brothers Inc. 745 Seventh Avenue New York, New York 10019
EXECUTIVE EMPLOYMENT AGREEMENTEmployment Agreement • October 16th, 2007 • Genoptix Inc • Services-medical laboratories • California
THIS EXECUTIVE EMPLOYMENT AGREEMENT ("Agreement") is made and entered into this 4th day of October, 2007 (the "Effective Date") by and between GENOPTIX, INC., a Delaware corporation ("Company"), and TINA S. NOVA, PH.D. ("Executive").
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • January 26th, 2011 • Genoptix Inc • Services-medical laboratories • Delaware
THIS TENDER AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of January 24, 2011, by and among NOVARTIS FINANCE CORPORATION, a New York corporation (“Parent”), GO MERGER SUB, INC., a Delaware corporation and wholly owned subsidiary of Parent (“Purchaser”), and (“Stockholder”).
SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 8th, 2008 • Genoptix Inc • Services-medical laboratories
This Second Amendment to Amended and Restated Loan and Security Agreement (the “Amendment”) is entered into as of March 7, 2008, by and between COMERICA BANK (“Bank”) and GENOPTIX, INC. (“Borrower”).
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").
GENOPTIX, INC. OPTION AGREEMENT (NONSTATUTORY STOCK OPTION)Option Agreement • February 26th, 2009 • Genoptix Inc • Services-medical laboratories
Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Option Agreement, Genoptix, Inc. (the “Company”) has granted you an option under its 2007 Non-Employee Directors’ Stock Option Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Option Agreement but defined in the Plan shall have the same definitions as in the Plan.
FIRST AMENDMENT TO STANDARD MULTI-TENANT OFFICE LEASE – GROSS BY AND BETWEEN ALLEN JOSEPH BLACKMORE, TRUSTEE AS LESSOR AND GENOPTIX, INC. AS LESSEEOffice Lease • September 17th, 2008 • Genoptix Inc • Services-medical laboratories
This First Amendment to Standard Multi-Tenant Office Lease – Gross (“First Amendment”) is made as of September 15, 2008, by and between Allen Joseph Blackmore, Trustee (“Lessor”) and Genoptix, Inc. (“Lessee”), who agree as follows:
SECOND AMENDMENT TO STANDARD MULTI-TENANT OFFICE LEASE – GROSS BY AND BETWEEN ALLEN JOSEPH BLACKMORE, TRUSTEE AS LESSOR AND GENOPTIX, INC. AS LESSEEOffice Lease • July 30th, 2009 • Genoptix Inc • Services-medical laboratories
This Second Amendment to Standard Multi-Tenant Office Lease – Gross (“Second Amendment”) is made as of July 1, 2009, by and between Allen Joseph Blackmore, Trustee (“Lessor”) and Genoptix, Inc. (“Lessee”), who agree as follows:
PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS between ROMAN B. CHAM, Trustee of the Roman B. Cham, M.D. Profit Sharing Plan, RONALD REYNOLDS AND JACQUELINE S. REYNOLDS, Co-Trustees of the Ronald L. Reynolds and Jacqueline S. Reynolds Trust dated...Purchase Agreement and Joint Escrow Instructions • February 25th, 2010 • Genoptix Inc • Services-medical laboratories • California
THIS PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this “Agreement”), is made as of January 12, 2010, by and between ROMAN B. CHAM, Trustee of the Roman B. Cham, M.D. Profit Sharing Plan, as to an undivided 15.49% interest (“Cham Profit Sharing Plan”), RONALD REYNOLDS AND JACQUELINE S. REYNOLDS, Co-Trustees of the Ronald L. Reynolds and Jacqueline S. Reynolds Trust dated June 21, 2001, as to an undivided 65.14% interest (the “Reynolds Trust”), and RM-USE, LLC, a California limited liability company, as to an undivided 19.37% interest (“RM-USE,” and collectively and individually with the Cham Profit Sharing Plan and the Reynolds Trust, “Seller”), and GENOPTIX, INC., a Delaware corporation (“Buyer”).
CLINICAL LABORATORY PROFESSIONAL SERVICES AGREEMENTEmployment Agreement • September 10th, 2007 • Genoptix Inc • Services-medical laboratories • 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").
THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 12th, 2008 • Genoptix Inc • Services-medical laboratories
This Third Amendment to Amended and Restated Loan and Security Agreement (this "Amendment") is entered into as of August 20, 2007, by and between COMERICA BANK ("Bank") and GENOPTIX, INC. ("Borrower").
GENOPTIX, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT FOR EXECUTIVESRestricted Stock Unit Award Agreement • April 16th, 2008 • Genoptix Inc • Services-medical laboratories • California
Pursuant to the Restricted Stock Unit Grant Notice for Executives (“Grant Notice”) and this Restricted Stock Unit Award Agreement for Executives (“Agreement”), Genoptix, Inc. (the “Company”) has awarded you a Restricted Stock Unit Award pursuant to the Company’s 2007 Equity Incentive Plan (the “Plan”) for the number of restricted stock units (“RSUs”) as indicated in the Grant Notice (collectively, the “Award”). Capitalized terms not explicitly defined in this Agreement but defined in the Plan shall have the same definitions as in the Plan. Subject to adjustment and the terms and conditions as provided herein and in the Plan, each RSU shall represent the right to receive one (1) share of Common Stock.
AMENDED AND RESTATED MEDICAL DIRECTOR AGREEMENTMedical Director Agreement • February 26th, 2009 • Genoptix Inc • Services-medical laboratories • California
This Amended and Restated Medical Director Agreement (“Agreement”) is effective as of 1st day of January, 2009, by and among Genoptix, Inc. (“Genoptix” or the “Laboratory”) and Pacific Medical Consultants, Inc., a California professional corporation (“Corporation”) and Bashar Dabbas, M.D. (“Physician”).
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").
TERMINATION OF LEASETermination of Lease • November 6th, 2008 • Genoptix Inc • Services-medical laboratories • California
This Termination of Lease (“Agreement”) is made as of August 8, 2008, between Blackmore Signal Hill, a California limited partnership (“Landlord”), and Genoptix, Inc., a Delaware corporation (“Tenant”), who agree as follows:
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.
Comerica Bank MC 4674 11943 El Camino Real San Diego, CA 92130Genoptix Inc • July 31st, 2008 • Services-medical laboratories
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.
STANDARD MULTI-TENANT OFFICE LEASE - GROSS AIR COMMERCIAL REAL ESTATE ASSOCIATIONTenant Improvement Agreement • May 8th, 2008 • Genoptix Inc • Services-medical laboratories
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").
MEDICAL DIRECTOR AGREEMENTMedical Director Agreement • September 10th, 2007 • Genoptix Inc • Services-medical laboratories • California
This Medical Director Agreement ("Agreement") is entered into this 31st day of December, 2005, by and between Genoptix, Inc. ("Genoptix") and Bashar Dabbas, M.D. ("Physician").
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.
SUCCESSION AGREEMENTSuccession Agreement • September 10th, 2007 • Genoptix Inc • Services-medical laboratories
This Succession Agreement (this "Agreement") is made and entered into this 31st day of December, 2005 by and among Cartesian Medical Group, Inc. (the "Medical Group"), Bashar Dabbas, M.D., ("Physician") and Genoptix, Inc. d/b/a Genoptix Clinical Laboratory("Genoptix").
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").
