0001144204-09-038772 Sample Contracts

PURCHASE AGREEMENT
Purchase Agreement • July 24th, 2009 • Response Genetics Inc • In vitro & in vivo diagnostic substances • New York

THIS PURCHASE AGREEMENT (“Agreement”) is made as of the 22nd day of July, 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”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 24th, 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 22nd day of July, 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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