0001144204-12-006040 Sample Contracts

FORM OF REGISTRATION RIGHTS AGREEMENT
Form of Registration Rights Agreement • February 6th, 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 2nd day of February, 2012, by and among Response Genetics, Inc., a Delaware corporation (the “Company”), and the “Investor” named in that certain Purchase Agreement, by and among the Company and the Investor, dated as of the date hereof (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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FORM OF PURCHASE AGREEMENT
Form of Purchase Agreement • February 6th, 2012 • Response Genetics Inc • In vitro & in vivo diagnostic substances • New York

THIS PURCHASE AGREEMENT (this “Agreement”) is made as of the 2nd day of February, 2012, by and among Response Genetics, Inc., a Delaware corporation (the “Company”), and __________________ (the “Investor”).

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