0001193125-13-219609 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 14th, 2013 • Vermillion, Inc. • In vitro & in vivo diagnostic substances • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of May 8, 2013, between Vermillion, Inc., a Delaware corporation (the “Company”), and each purchaser identified on Exhibit A hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

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STOCKHOLDERS AGREEMENT
Stockholders Agreement • May 14th, 2013 • Vermillion, Inc. • In vitro & in vivo diagnostic substances • New York

This STOCKHOLDERS AGREEMENT (the “Agreement”) is made as of May 13, 2013 by and among Vermillion, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), Oracle Partners, LP and Oracle Ten Fund Master, LP (together, “Oracle”), Jack W. Schuler (“Schuler” and together with Oracle, the “Principal Purchasers”) and the other purchasers named in the Purchase Agreement (as defined below) (collectively, the “Purchasers”).

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