0001144204-09-011894 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 3rd, 2009 • 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 27th day of February, 2009 by and among Response Genetics, Inc., a Delaware corporation (the “Company”), and the “Investors” named in that certain Purchase Agreement by and among the Company and the Investors (the “Purchase Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.

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PURCHASE AGREEMENT
Purchase Agreement • March 3rd, 2009 • Response Genetics Inc • In vitro & in vivo diagnostic substances • New York

THIS PURCHASE AGREEMENT (“Agreement”) is made as of the 27th day of February, 2009 by and among Response Genetics, Inc., a Delaware corporation (the “Company”), and the Investors set forth on the signature pages affixed hereto (each an “Investor” and collectively the “Investors”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 3rd, 2009 • 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 2nd day of March, 2009 by and among Response Genetics, Inc., a Delaware corporation (the “Company”), and the “Holders” set forth on the signature pages hereto.

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