Exhibit 10.1


 


FORM OF PURCHASE AGREEMENT


 


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”).


 


Recitals


 


A.          The
Company and the Investor are executing and delivering this Agreement in reliance upon the exemption from securities registration
afforded by the provisions of Regulation D (“Regulation D”), as promulgated by the U.S. Securities and Exchange
Commission (the “SEC”) under the Securities Act of 1933, as amended;


 


B.           The
Investor wishes to purchase from the Company, and the Company wishes to sell and issue to the Investor, upon the terms and conditions
stated in this Agreement, an aggregate of _____________ shares of the Company’s common stock, par value $0.01 per share (the
“Common Stock”), at a purchase price of $1.50 per share; and


 


C.           Contemporaneous
with the sale of the Common Stock, the parties hereto will execute and deliver a Registration Rights Agreement, in the form attached
hereto as Exhibit A (the “Registration Rights Agreement”), pursuant to which the Company will agree to
provide certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder,
and applicable state securities laws.


 


In consideration of the mutual
promises made herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:


 


1.           Definitions.
In addition to those terms defined above and elsewhere in this Agreement, for the purposes of this Agreement, the following terms
shall have the meanings set forth below:


 


“Affiliate”
means, with respect to any Person, any other Person which directly or indirectly through one or more intermediaries Controls, is
controlled by, or is under common control with, such Person.


 


“Business Day”
means a day, other than a Saturday or Sunday, on which banks in New York City are open for the general transaction of business.


 


“Company’s
Knowledge” means the actual knowledge of the executive officers (as defined in Rule 405 under the 1933 Act) of the Company,
after due inquiry.


 


“Confidential Information”
means trade secrets, confidential information and know-how (including but not limited to ideas, formulae, compositions, processes,
procedures and techniques, research and development information, computer program code, performance specifications, support documentation,
drawings, specifications, designs, business and marketing plans, and customer and supplier lists and related information).


 






    	 



    	 



    






  


“Control”
(including the terms “controlling”, “controlled by” or “under common control with”)
means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person,
whether through the ownership of voting securities, by contract or otherwise.


 


“Effective Date”
means the date on which the initial Registration Statement is declared effective by the SEC.


 


“Effectiveness Deadline”
means the date on which the initial Registration Statement is required to be declared effective by the SEC under the terms of the
Registration Rights Agreement.


 


“Intellectual Property”
means all of the following: (i) patents, patent applications, patent disclosures and inventions (whether or not patentable and
whether or not reduced to practice); (ii) trademarks, service marks, trade dress, trade names, corporate names, logos, slogans
and Internet domain names, together with all goodwill associated with each of the foregoing; (iii) copyrights and copyrightable
works; (iv) registrations, applications and renewals for any of the foregoing; and (v) proprietary computer software (including
but not limited to data, data bases and documentation).


 


“Law”
means any foreign, federal, state or local law, statute, code, ordinance, rule or regulation of any government or governmental
or regulatory entity.


 


“Material Adverse
Effect” means an event, change or occurrence that, individually or together with any other event, change or occurrence,
has a material adverse effect on (i) the assets, liabilities, results of operations, condition (financial or otherwise), business,
or prospects of the Company and its Subsidiaries taken as a whole, or (ii) the ability of the Company to perform its obligations
under the Transaction Documents, excluding, for purposes of each of (i) and (ii), any event, change or occurrence resulting from
the announcement or consummation of the transactions contemplated by the Transaction Documents.


 


“Nasdaq”
means The NASDAQ Capital Market.


 


“Person”
means an individual, corporation, partnership, limited liability company, trust, business trust, association, joint stock company,
joint venture, sole proprietorship, unincorporated organization, governmental authority or any other form of entity not specifically
listed herein.


 


“Purchase Price”
means $_____________.


 


“Registration Statement”
has the meaning set forth in the Registration Rights Agreement.


 






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“SEC Filings”
has the meaning set forth in Section 4.6.


 


“Shares”
means the shares of Common Stock being purchased by the Investor hereunder.


 


“Subsidiary”
of any Person means another Person, an amount of the voting securities, other voting ownership or voting partnership interests
of which is sufficient to elect at least a majority of its Board of Directors or other governing body (or, if there are no such
voting interests, 50% or more of the equity interests of which) is owned directly or indirectly by such first Person.


 


“Transaction Documents”
means this Agreement, the Registration Rights Agreement and any related agreements required to evidence the transactions contemplated
hereby.


 


“1933 Act”
means the Securities Act of 1933, as amended, or any successor statute, and the rules and regulations promulgated thereunder.


 


“1934 Act”
means the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated thereunder.


 


2.           Purchase
and Sale of the Shares. Subject to the terms and conditions of this Agreement, at the Closing (as defined below), the Investor
shall purchase, and the Company shall sell and issue to the Investor the Shares in exchange for the Purchase Price as specified
in Section 3 below.


 


3.           Closing.
The closing (the “Closing”) of the purchase and sale of the Shares shall take place on or before the third (3rd)
Business Day following the date hereof at the offices of Willkie Farr & Gallagher LLP, 787 Seventh Avenue, New York, New York
10019, or at such other location and on such other date as the Company and the Investor shall mutually agree. At the Closing, the
Company shall deliver to Investor a certificate or certificates, registered in such name or names as the Investor may designate,
representing the Shares and, in full consideration and exchange for the Shares, the Investor shall thereupon pay to the Company
an amount representing the Purchase Price as set forth on the Investor’s signature page to this Agreement (payable by a wire
transfer in same day funds to be sent to the account of the Company as instructed in writing by the Company at least one Business
Day prior to the Closing).


 


4.           Representations
and Warranties of the Company. The Company hereby represents and warrants to the Investor that, except as disclosed in the
SEC Filings or as set forth in the schedules delivered herewith (collectively, the “Disclosure Schedules”):


 


4. 1          Organization,
Good Standing and Qualification. Each of the Company and its Subsidiaries is a corporation duly organized, validly existing
and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and authority
to carry on its business as now conducted and to own its properties. Each of the Company and its Subsidiaries is duly qualified
to do business as a foreign corporation and is in good standing in each jurisdiction in which the conduct of its business or its
ownership or leasing of property makes such qualification or leasing necessary unless the failure to so qualify has not had and
could not reasonably be expected to have a Material Adverse Effect.


 






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4.2          Authorization.
The Company has full power and authority and has taken all requisite action on the part of the Company, its officers, directors
and stockholders necessary for (i) the authorization, execution and delivery of the Transaction Documents, (ii) the authorization
of the performance of all obligations of the Company hereunder or thereunder, and (iii) the authorization, issuance (or reservation
for issuance) and delivery of the Shares. The Transaction Documents constitute the legal, valid
and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting
creditors’ rights generally.


 


4.3          Capitalization.
Schedule 4.3 sets forth as of the date hereof (a) the authorized capital stock of the Company; (b) the number of shares
of capital stock issued and outstanding; (c) the number of shares of capital stock issuable pursuant to the Company’s stock
plans; and (d) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the
Shares) exercisable for, or convertible into or exchangeable for any shares of capital stock of the Company. All of the issued
and outstanding shares of the Company’s capital stock have been duly authorized and validly issued and are fully paid, nonassessable
and free of pre-emptive rights. Except as described on Schedule 4.3, no Person is entitled to pre-emptive or similar statutory
or contractual rights with respect to any securities of the Company. Except as described on Schedule 4.3, there are no outstanding
warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the Company
or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind and except as contemplated by this
Agreement, neither the Company nor any of its Subsidiaries is currently in negotiations for the issuance of any equity securities
of any kind. Except as described on Schedule 4.3 and except for the Registration Rights Agreement, there are no voting agreements,
buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of
the securityholders of the Company, or by or among securityholders of the Company, relating to the securities of the Company held
by them. Except as described on Schedule 4.3 and except as provided in the Registration Rights Agreement, no Person has
the right to require the Company to register any securities of the Company under the 1933 Act, whether on a demand basis or in
connection with the registration of securities of the Company for its own account or for the account of any other Person.


 


Except as described on Schedule
4.3, the issuance and sale of the Shares hereunder will not obligate the Company to issue shares of Common Stock or other securities
to any other Person (other than the Investor) and will not result in the adjustment of the exercise, conversion, exchange or reset
price of any outstanding security.


 


Except as described on Schedule
4.3, the Company does not have outstanding stockholder purchase rights or “poison pill” or any similar arrangement
in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain events.





  






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4.4          Valid
Issuance. The Shares have been duly and validly authorized and, when issued and paid for pursuant to this Agreement, will be
validly issued, fully paid and nonassessable, and shall be free and clear of all liabilities, debts, obligations, encumbrances,
leases, indebtedness, liens, charges, and pledges, of whatever nature, whether fixed or contingent, disclosed or undisclosed, foreseen
or unforeseen (other than those created by the Investor), except for restrictions on transfer set forth in the Transaction Documents
or imposed by applicable securities laws.


 


4.5          Consents.
Except as described on Schedule 4.5, the execution, delivery and performance by the Company
of the Transaction Documents and the offer, issuance and sale of the Shares require no consent of, action by or in respect of,
or filing with, any Person, governmental body, agency, or official other than filings that have been made pursuant to applicable
state securities laws and post-sale filings pursuant to applicable state and federal securities laws which the Company undertakes
to file within the applicable time periods. Subject to the accuracy of the representations and warranties of the Investor set forth
in Section 5 hereof, the Company has taken all action necessary to exempt (i) the issuance and sale of the Shares, and (ii) the
other transactions contemplated by the Transaction Documents from the provisions of any stockholder rights plan or other “poison
pill” arrangement, any anti-takeover, business combination or control share law or statute binding on the Company or to which
the Company or any of its assets and properties may be subject and any provision of the Company’s Certificate of Incorporation
or Bylaws that is or could reasonably be expected to become applicable to the Investor as a result of the transactions contemplated
hereby, including without limitation, the issuance of the Shares and the ownership, disposition or voting of the Shares by the
Investor or the exercise of any right granted to the Investor pursuant to this Agreement or the other Transaction Documents.


 


4.6          Delivery
of SEC Filings; Business. The Company has made available to the Investor through the EDGAR system, true and complete copies
of the Company’s most recent Annual Report on Form 10-K for the fiscal year ended December 31, 2010, and all other reports
filed by the Company pursuant to the 1934 Act (collectively, the “SEC Filings”). The SEC Filings are the only
periodic reports required of the Company pursuant to the 1934 Act.


 


4.7          Use
of Proceeds. The net proceeds of the sale of the Shares hereunder shall be used by the Company for working capital and general
corporate purposes, including any potential acquisitions.


 


4.8          No
Material Adverse Change. Since December 31, 2010, except as identified and described in the SEC Filings, there has not been:


 


(a)          any
change in the consolidated assets, liabilities, financial condition or operating results of the Company from that reflected in
the financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2011,
except for changes in the ordinary course of business which have not had and could not reasonably be expected to have a Material
Adverse Effect, individually or in the aggregate;


  






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(b)          any
declaration or payment of any dividend, or any authorization or payment of any distribution, on any of the capital stock of the
Company, or any redemption or repurchase of any securities of the Company;


 


(c)          any
material damage, destruction or loss, whether or not covered by insurance to any assets or properties of the Company or its Subsidiaries;


 


(d)          any
waiver, not in the ordinary course of business, by the Company or any Subsidiary of a material right or of a material debt owed
to it;


 


(e)          any
change or amendment to the Company's Certificate of Incorporation or Bylaws, or material change to any material contract or arrangement
by which the Company or any Subsidiary is bound or to which any of their respective assets or properties is subject;


 


(f)          any
material labor difficulties or labor union organizing activities with respect to employees of the Company or any Subsidiary;


 


(g)          any
material transaction entered into by the Company or a Subsidiary other than in the ordinary course of business;


 


(h)          the
loss of the services of any key employee, or material change in the composition or duties of the senior management of the Company
or any Subsidiary; or


 


(i)          any
other event or condition of any character that has had or could reasonably be expected to have a Material Adverse Effect.


 


4.9          SEC
Filings; S-3 Eligibility.


 


(a)          At
the time of filing thereof, the SEC Filings complied as to form in all material respects with the requirements of the 1934 Act
and did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements
made therein, in the light of the circumstances under which they were made, not misleading.


 


(b)          The
Company is eligible to use Form S-3 to register the Registrable Securities (as such term is defined in the Registration Rights
Agreement) for sale by the Investor as contemplated by the Registration Rights Agreement.


 


4.10         No
Conflict, Breach, Violation or Default. The execution, delivery and performance of the Transaction Documents by the Company
and the issuance and sale of the Securities will not conflict with or result in a breach or violation of any of the terms and provisions
of, or constitute a default under (i) the Company’s Certificate of Incorporation or the Company’s Bylaws, both as in
effect on the date hereof (true and complete copies of which have been made available to the Investor through the EDGAR system),
or (ii)(a) any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having
jurisdiction over the Company, any Subsidiary or any of their respective assets or properties, or (b) any agreement or instrument
to which the Company or any Subsidiary is a party or by which the Company or a Subsidiary is bound or to which any of their respective
assets or properties is subject, except, in the case of clause (ii) only, such breaches, violations or defaults that individually
or in the aggregate would not cause a Material Adverse Effect.


  






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4.11         Tax
Matters. The Company and each Subsidiary has timely prepared and filed all tax returns required to have been filed by the Company
or such Subsidiary with all appropriate governmental agencies and timely paid all taxes shown thereon or otherwise owed by it,
except as would not have a Material Adverse Effect. The charges, accruals and reserves on the books of the Company in respect of
taxes for all fiscal periods are adequate in all material respects, and there are no material unpaid assessments against the Company
or any Subsidiary. All taxes and other assessments and levies that the Company or any Subsidiary is required to withhold or to
collect for payment have been duly withheld and collected and paid to the proper governmental entity or third party when due. There
are no tax liens or claims pending or, to the Company’s Knowledge, threatened against the Company or any Subsidiary or any
of their respective assets or property. There are no outstanding tax sharing agreements or other such arrangements between the
Company and any Subsidiary or other corporation or entity.


 


4.12         Title
to Properties. Except as disclosed in the SEC Filings, the Company and each Subsidiary has good and marketable title to all
real properties and all other properties and assets owned by it, in each case free from liens, encumbrances and defects that would
materially affect the value thereof or materially interfere with the use made or currently planned to be made thereof by them;
and except as disclosed in the SEC Filings, the Company and each Subsidiary holds any leased real or personal property under valid
and enforceable leases with no exceptions that would materially interfere with the use made or currently planned to be made thereof
by them.


 


4.13         Certificates,
Authorizations and Permits. The Company and each Subsidiary possess adequate certificates, authorizations or permits issued
by appropriate governmental agencies or bodies necessary to conduct the business now operated by it, except where the failure to
possess such certificates, authorizations or permits has not had and could not reasonably be expected to have a Material Adverse
Effect, and neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation or modification
of any such certificate, authority or permit that, if determined adversely to the Company or such Subsidiary, could reasonably
be expected to have a Material Adverse Effect, individually or in the aggregate.


 


4.14         Labor
Matters.


 


(a)            The
Company is not a party to or bound by any collective bargaining agreements or other agreements with labor organizations. The Company
has not violated in any material respect any laws, regulations, orders or contract terms, affecting the collective bargaining rights
of employees, labor organizations or any laws, regulations or orders affecting employment discrimination, equal opportunity employment,
or employees’ health, safety, welfare, wages and hours.


 






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(b)           (i)
There are no labor disputes existing, or to the Company's Knowledge, threatened, involving strikes, slow-downs, work stoppages,
job actions, disputes, lockouts or any other disruptions of or by the Company's employees, (ii) there are no unfair labor practices
or petitions for election pending or, to the Company's Knowledge, threatened before the National Labor Relations Board or any other
federal, state or local labor commission relating to the Company's employees, (iii) no demand for recognition or certification
heretofore made by any labor organization or group of employees is pending with respect to the Company and (iv) to the Company's
Knowledge, the Company enjoys good labor and employee relations with its employees and labor organizations.


 


(c)           The
Company is, and at all times has been, in compliance in all material respects with all applicable laws respecting employment (including
laws relating to classification of employees and independent contractors) and employment practices, terms and conditions of employment,
wages and hours, and immigration and naturalization. There are no claims pending against the Company before the Equal Employment
Opportunity Commission or any other administrative body or in any court asserting any violation of Title VII of the Civil Rights
Act of 1964, the Age Discrimination Act of 1967, 42 U.S.C. §§ 1981 or 1983 or any other federal, state or local Law,
statute or ordinance barring discrimination in employment.


 


(d)           Except
as disclosed in the SEC Filings, the Company is not a party to, or bound by, any employment or other contract or agreement that
contains any severance, termination pay or change of control liability or obligation, including, without limitation, any “excess
parachute payment,” as defined in Section 280G(b) of the Internal Revenue Code.


 


(e)           Each
of the Company's employees is a Person who is either a United States citizen or a permanent resident entitled to work in the United
States. To the Company's Knowledge, the Company has no liability for the improper classification by the Company of such employees
as independent contractors or leased employees prior to the Closing.


 


4.15        Intellectual
Property.


 


(a)          All
Intellectual Property of the Company and its Subsidiaries is currently in compliance with all legal requirements (including timely
filings, proofs and payments of fees) and is valid and enforceable. No Intellectual Property of the Company or its Subsidiaries
which is necessary for the conduct of Company’s and each of its Subsidiaries’ respective businesses as currently conducted
or as currently proposed to be conducted has been or is now involved in any cancellation or litigation, and, to the Company’s
Knowledge, no such action is threatened. No patent of the Company or its Subsidiaries has been or is now involved in any interference,
reissue, re-examination, cancellation or opposition proceeding.


  



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(b)          All
of the licenses and sublicenses and consent, royalty or other agreements concerning Intellectual Property which are necessary for
the conduct of the Company’s and each of its Subsidiaries’ respective businesses as currently conducted or as currently
proposed to be conducted to which the Company or any Subsidiary is a party or by which any of their assets are bound (other than
 generally commercially available, non-custom, off-the-shelf software application programs having a retail acquisition price
of less than $10,000 per license) (collectively, “License Agreements”) are valid and binding obligations of
the Company or its Subsidiaries that are parties thereto and, to the Company’s Knowledge, the other parties thereto, enforceable
in accordance with their terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights generally, and to
the Company’s Knowledge there exists no event or condition which will result in a material violation or breach of or constitute
(with or without due notice or lapse of time or both) a default by the Company or any of its Subsidiaries under any such License
Agreement.


 


(c)          The
Company and its Subsidiaries own or have the valid right to use all of the Intellectual Property that is necessary for the conduct
of the Company’s and each of its Subsidiaries’ respective businesses as currently conducted or as currently proposed
to be conducted and for the ownership, maintenance and operation of the Company’s and its Subsidiaries’ properties
and assets, free and clear of all liens, encumbrances, adverse claims or obligations to license all such owned Intellectual Property
and Confidential Information, other than licenses entered into in the ordinary course of the Company’s and its Subsidiaries’
businesses. To the Company’s Knowledge, the Company and its Subsidiaries have a valid and enforceable right to use all third
party Intellectual Property and Confidential Information used or held for use in the respective businesses of the Company and its
Subsidiaries.


 


(d)          To
the Company’s Knowledge, the conduct of the Company’s and its Subsidiaries’ businesses as currently conducted
does not infringe or otherwise impair or conflict with (collectively, “Infringe”) any Intellectual Property
rights of any third party or any confidentiality obligation owed to a third party, and, to the Company’s Knowledge, the Intellectual
Property and Confidential Information of the Company and its Subsidiaries which are necessary for the conduct of Company’s
and each of its Subsidiaries’ respective businesses as currently conducted or as currently proposed to be conducted are not
being Infringed by any third party. There is no litigation or order pending or outstanding or, to the Company’s Knowledge,
threatened or imminent, that seeks to limit or challenge or that concerns the ownership, use, validity or enforceability of any
Intellectual Property or Confidential Information of the Company and its Subsidiaries and the Company’s and its Subsidiaries’
use of any Intellectual Property or Confidential Information owned by a third party, and, to the Company’s Knowledge, there
is no valid basis for the same.


 


(e)          The
consummation of the transactions contemplated hereby and by the other Transaction Documents will not result in the alteration,
loss, impairment of or restriction on the Company’s or any of its Subsidiaries’ ownership or right to use any of the
Intellectual Property or Confidential Information which is necessary for the conduct of Company’s and each of its Subsidiaries’
respective businesses as currently conducted or as currently proposed to be conducted.


 






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(f)          The
Company and its Subsidiaries have taken reasonable steps to protect the Company’s and its Subsidiaries’ rights in their
Intellectual Property and Confidential Information. To the Company’s Knowledge, each employee, consultant and contractor
who has had access to Confidential Information which is necessary for the conduct of Company’s and each of its Subsidiaries’
respective businesses as currently conducted or as currently proposed to be conducted has agreed to maintain the confidentiality
of such Confidential Information. Except under confidentiality obligations, to the Company’s Knowledge, there has been no
material disclosure of any of the Company’s or its Subsidiaries’ Confidential Information to any third party.


 


4.16       Environmental
Matters. Neither the Company nor any Subsidiary is in violation of any statute, rule, regulation, decision or order of any
governmental agency or body or any court, domestic or foreign, relating to the use, disposal or release of hazardous or toxic substances
or relating to the protection or restoration of the environment or human exposure to hazardous or toxic substances (collectively,
“Environmental Laws”), owns or operates any real property contaminated with any substance that is subject to
any Environmental Laws, is liable for any off-site disposal or contamination pursuant to any Environmental Laws, or is subject
to any claim relating to any Environmental Laws, which violation, contamination, liability or claim has had or could reasonably
be expected to have a Material Adverse Effect, individually or in the aggregate; and there is no pending or, to the Company’s
Knowledge, threatened investigation that might lead to such a claim.


 


4.17       Litigation.
Except as described in the SEC Filings, there are no pending material actions, suits or proceedings against or affecting the Company,
its Subsidiaries or any of its or their properties; and to the Company’s Knowledge, no such actions, suits or proceedings
are threatened or contemplated. Neither the Company nor any Subsidiary, nor, to the Company’s Knowledge, any director or
officer thereof, is or since January 1, 2010 has been the subject of any action involving a claim of violation of or liability
under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the Company’s Knowledge,
there is not pending or contemplated, any investigation by the SEC involving the Company or any current or former director or officer
of the Company. The SEC has not issued any stop order or other order suspending the effectiveness of any registration statement
filed by the Company or any Subsidiary under the 1933 Act or the 1934 Act.


 


4.18       Financial
Statements. The financial statements included in each SEC Filing present fairly, in all material respects, the consolidated
financial position of the Company as of the dates shown and its consolidated results of operations and cash flows for the periods
shown, and such financial statements have been prepared in conformity with United States generally accepted accounting principles
applied on a consistent basis (“GAAP”) (except as may be disclosed therein or in the notes thereto, and, in
the case of quarterly financial statements, as permitted by Form 10-Q under the 1934 Act). Except as set forth in the financial
statements of the Company included in the SEC Filings filed prior to the date hereof, neither the Company nor any of its Subsidiaries
has incurred any liabilities, contingent or otherwise, except those incurred in the ordinary course of business, consistent (as
to amount and nature) with past practices since the date of such financial statements, none of which, individually or in the aggregate,
have had or could reasonably be expected to have a Material Adverse Effect.


 


4.19       Insurance
Coverage. The Company and each Subsidiary maintains in full force and effect insurance coverage that its Board of Directors
has determined is reasonable for the business being conducted and properties owned or leased by the Company and each Subsidiary,
and the Company reasonably believes such insurance coverage to be adequate against all liabilities, claims and risks against which
it is customary for comparably situated companies to insure.


   



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4.20       Compliance
with Nasdaq Continued Listing Requirements. Except as described on Schedule 4.20, the Company is in compliance with
applicable Nasdaq continued listing requirements. There are no proceedings pending or, to the Company’s Knowledge, threatened
against the Company relating to the continued listing of the Common Stock on Nasdaq and the Company has not received any notice
of, nor to the Company’s Knowledge is there any basis for, the delisting of the Common Stock from Nasdaq.


 


4.21       Brokers
and Finders. No Person will have, as a result of the transactions contemplated by the Transaction Documents, any valid right,
interest or claim against or upon the Company, any Subsidiary or the Investor for any commission, fee or other compensation pursuant
to any agreement, arrangement or understanding entered into by or on behalf of the Company.


 


4.22       No
Directed Selling Efforts or General Solicitation. Neither the Company nor any Person acting on its behalf has conducted any
general solicitation or general advertising (as those terms are used in Regulation D) in connection with the offer or sale of any
of the Shares.


 


4.23       No
Integrated Offering. Neither the Company nor any of its Affiliates, nor any Person acting on its or their behalf has, directly
or indirectly, made any offers or sales of any Company security or solicited any offers to buy any security, under circumstances
that would adversely affect reliance by the Company on Section 4(2) for the exemption from registration for the transactions contemplated
hereby or would require registration of the Shares under the 1933 Act.


 


4.24       Private
Placement. Subject to the accuracy of the representations and warranties of the Investor set forth in Section 5 hereof, the
offer and sale of the Shares to the Investor as contemplated hereby is exempt from the registration requirements of the 1933 Act.


 


4.25       Questionable
Payments. Neither the Company nor any of its Subsidiaries nor, to the Company’s Knowledge, any of their
respective current or former stockholders, directors, officers, employees, agents or other Persons acting on behalf of the Company
or any Subsidiary, has on behalf of the Company or any Subsidiary or in connection with their respective businesses: (a) used any
corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity; (b)
made any direct or indirect unlawful payments to any governmental officials or employees from corporate funds; (c) established
or maintained any unlawful or unrecorded fund of corporate monies or other assets; (d) made any false or fictitious entries on
the books and records of the Company or any Subsidiary; or (e) made any unlawful bribe, rebate, payoff, influence payment, kickback
or other unlawful payment of any nature.


    



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4.26       Transactions
with Affiliates. Except as disclosed in the SEC Filings, none of the officers or directors of the Company and none of the employees
of the Company is presently a party to any transaction with the Company or any Subsidiary (other than as holders of stock options
and/or warrants, and for services as employees, officers and directors), including any contract, agreement or other arrangement
providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring
payments to or from any officer, director or such employee or, to the Company’s Knowledge, any entity in which any officer,
director, or any such employee has a substantial interest or is an officer, director, trustee or partner.


 


4.27         Internal
Controls. The Company is in material compliance with the provisions of the Sarbanes-Oxley Act of
2002 currently applicable to the Company. The Company and the Subsidiaries maintain a system of internal accounting controls
sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific
authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP
and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's general or specific
authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and
appropriate action is taken with respect to any differences. The Company has established disclosure controls and procedures (as
defined in 1934 Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure
that material information relating to the Company, including the Subsidiaries, is made known to the certifying officers by others
within those entities, particularly during the period in which the Company’s most recently filed periodic report under the
1934 Act, as the case may be, is being prepared. The Company's certifying officers have evaluated the effectiveness of the Company's
controls and procedures as of the end of the period covered by the most recently filed periodic report under the 1934 Act (such
date, the "Evaluation Date"). The Company presented in its most recently filed periodic report under the 1934 Act the
conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations
as of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company's internal controls
(as such term is defined in Item 308 of Regulation S-K) or, to the Company's Knowledge, in other factors that could reasonably
be expected to significantly affect the Company's internal controls. The Company maintains and will continue to maintain a standard
system of accounting established and administered in accordance with GAAP and the applicable requirements of the 1934 Act.


 


4.28         Non-Contravention.
The execution and delivery by the Company of this Agreement and the other Transaction Documents and the performance by it of the
transactions contemplated thereby will not (i) conflict with or result in a violation or breach of or constitute a default (or
an event which, with or without notice or lapse of time or both, would constitute a default) under, or result in a right of termination,
modification, cancellation or acceleration under, the terms, conditions or provisions of any contract or other instrument to which
the Company is a party, or (ii) violate any order, writ, injunction, decree or Law applicable to the Company, other than, in the
case of clauses (i) and (ii) above, as would not have, or be reasonably likely to have, a Material Adverse Effect.


 






    	-12-



    	 



    



  


5.           Representations
and Warranties of the Investor. The Investor hereby represents and warrants to the Company that:


 


5.1        Organization and
Existence. The Investor is either an individual or a validly existing corporation, limited partnership or limited liability
company and has all requisite corporate, partnership or limited liability company power and authority to invest in the Shares pursuant
to this Agreement, and to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise
carry out its obligations hereunder and thereunder.


 


5.2         Authorization.
The execution, delivery and performance by the Investor of the Transaction Documents to which the Investor is a party have been
duly authorized and each will constitute the valid and legally binding obligation of the Investor, enforceable against the Investor
in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability, relating to or affecting creditors’ rights generally.


 


5.3         Purchase Entirely
for Own Account. The Shares to be received by the Investor hereunder will be acquired for the Investor’s own account,
not as nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of the 1933 Act, and
the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same in violation
of the 1933 Act without prejudice, however, to the Investor’s right at all times to sell or otherwise
dispose of all or any part of such Shares in compliance with applicable federal and state securities
laws. Nothing contained herein shall be deemed a representation or warranty by the Investor
to hold the Shares for any period of time. The Investor is not a broker-dealer registered
with the SEC under the 1934 Act or an entity engaged in a business that would require it to be so registered. The Investor, if
an entity, is acquiring the Shares in the ordinary course of business.


 


5.4         Investment Experience.
The Investor acknowledges that it can bear the economic risk and complete loss of its investment in the Shares and has such knowledge
and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment contemplated
hereby.


 


5.5         Disclosure of Information.
The Investor has had an opportunity to receive all information related to the Company requested by it and to ask questions of and
receive answers from the Company regarding the Company, its business and the terms and conditions of the offering of the Shares.
The Investor acknowledges receipt of copies of the SEC Filings.


 


5.6          Restricted Securities.
The Investor understands that the Shares are characterized as “restricted securities” under the U.S. federal securities
laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such
laws and applicable regulations such securities may be resold without registration under the 1933 Act only in certain limited circumstances.
In connection with any transfer of Shares to a transferee other than (i) pursuant to an effective registration statement or Rule
144, (ii) to the Company or (iii) to an Affiliate of the Investor, Investor understands that the Company may require the transferor
thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the
form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not
require registration of such transferred Shares under the Securities Act. As a condition of transfer, such transferee (other than
under (i), (ii) or (iii) above) shall agree in writing to be bound by the terms of this Agreement and shall have the rights of
the Investor under this Agreement and the Registration Rights Agreement.


 






    	-13-



    	 



    



  


5.7         Legends.
It is understood that, except as provided below, certificates evidencing the Shares may bear the following or any similar legend:


 


(a)            “The securities
represented hereby have not been registered under the Securities Act of 1933, as amended, or any state securities laws. The securities
represented hereby may not be transferred unless (i) such securities have been registered for sale pursuant to the Securities Act
of 1933, as amended, (ii) such securities may be sold without restriction pursuant to Rule 144, or (iii) the Company has received
an opinion of counsel reasonably satisfactory to it that such transfer may lawfully be made without registration under the Securities
Act of 1933 or qualification under applicable state securities laws.”


 


(b)            If required by the
authorities of any state in connection with the issuance of sale of the Shares, the legend required by such state authority.


 


5.8         Accredited Investor.
The Investor is an accredited investor as defined in Rule 501(a) of Regulation D, as amended, under the 1933 Act.


 


5.9         No
General Solicitation. The Investor did not learn of the investment in the Shares as a result of any general solicitation or
general advertising.


 


5.10       Brokers
and Finders. No Person will have, as a result of the transactions contemplated by the Transaction Documents, any valid right,
interest or claim against or upon the Company, any Subsidiary or the Investor for any commission, fee or other compensation pursuant
to any agreement, arrangement or understanding entered into by or on behalf of the Investor.


 


5.11       Prohibited
Transactions. Since the earlier of (a) such time as the Investor was first contacted by the Company or any other Person acting
on behalf of the Company regarding the transactions contemplated hereby or (b) thirty (30) days prior to the date hereof, neither
the Investor nor any Affiliate of the Investor which (x) had knowledge of the transactions contemplated hereby, (y) has or shares
discretion relating to the Investor’s investments or trading or information concerning the Investor’s investments,
including in respect of the Shares, or (z) is subject to the Investor’s review or input concerning such Affiliate’s
investments or trading (collectively, “Trading Affiliates”) has, directly or indirectly, effected or agreed to effect
any short sale, whether or not against the box, established any “put equivalent position” (as defined in Rule 16a-1(h)
under the 1934 Act) with respect to the Common Stock, granted any other right (including, without limitation, any put or call option)
with respect to the Common Stock or with respect to any security that includes, relates to or derived any significant part of its
value from the Common Stock or otherwise sought to hedge its position in the Shares (each, a “Prohibited Transaction”).
Prior to the earliest to occur of (i) the termination of this Agreement, (ii) the Effective Date or (iii) the Effectiveness Deadline,
the Investor shall not, and shall cause its Trading Affiliates not to, engage, directly or indirectly, in a Prohibited Transaction.


   



    	-14-



    	 



    



 


6.    Conditions to Closing.


 


6.1         Conditions
to the Investor’s Obligations. The obligation of the Investor to purchase the Shares at the Closing is subject to the
fulfillment to the Investor’s satisfaction, on or prior to the Closing Date, of the following conditions, any of which may
be waived by the Investor (as to itself only):


 


(a)          The
representations and warranties made by the Company in Section 4 hereof qualified as to materiality shall be true and correct
at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks as of
an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date, and, the representations
and warranties made by the Company in Section 4 hereof not qualified as to materiality shall be true and correct in all material
respects at all times prior to and on the Closing Date, except to the extent any such representation or warranty expressly speaks
as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such
earlier date. The Company shall have performed in all material respects all obligations and covenants herein required to be performed
by it on or prior to the Closing Date.


 


(b)          The
Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate for consummation
of the purchase and sale of the Shares and the consummation of the other transactions contemplated by the Transaction Documents,
all of which shall be in full force and effect.


 


(c)          The
Company shall have executed and delivered the Registration Rights Agreement.


 


(d)          No
judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy
court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have
been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated hereby
or in the other Transaction Documents.


 


(e)          The
Company shall have delivered a Certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial
Officer, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in subsections (a), (b), (c) and
(h) of this Section 6.1.


 


(f)          The
Investor shall have received an opinion from Willkie Farr & Gallagher LLP, the Company's counsel, dated as of the Closing Date,
substantially in the form attached hereto as Exhibit B.


 






    	-15-



    	 



    



  


(g)          The
Company shall have delivered a Certificate, executed on behalf of the Company by its Secretary, dated as of the Closing Date, certifying
the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement and
the other Transaction Documents and the issuance of the Shares, certifying the current versions of the Certificate of Incorporation
and Bylaws of the Company and certifying as to the signatures and authority of persons signing the Transaction Documents and related
documents on behalf of the Company.


 


(h)          No
stop order or suspension of trading shall have been imposed by Nasdaq, the SEC or any other governmental or regulatory body with
respect to public trading in the Common Stock.


 


(i)          Since
the date of this Agreement, no Material Adverse Effect shall have occurred.


 


(j)         Since the date
of this Agreement, no contract or agreement materially affecting the capitalization of the Company shall have been entered into
by the Company without the prior written consent of the Investor.


 


6.2         Conditions
to Obligations of the Company. The Company's obligation to sell and issue the Shares at the Closing is subject to the fulfillment
to the satisfaction of the Company on or prior to the Closing Date of the following conditions, any of which may be waived by the
Company:


 


(a)          The
representations and warranties made by the Investor in Section 5 hereof, other than the representations and warranties contained
in Sections 5.3, 5.4, 5.5, 5.6, 5.7, 5.8 and 5.9 (the “Investment
Representations”), shall be true and correct in all material respects when made, and shall be true and correct in all
material respects on the Closing Date with the same force and effect as if they had been made on and as of said date. The Investment
Representations shall be true and correct in all respects when made, and shall be true and correct in all respects on the Closing
Date with the same force and effect as if they had been made on and as of said date. The Investor shall have performed in all material
respects all obligations and covenants herein required to be performed by it on or prior to the Closing Date.


 


(b)          The
Investor shall have executed and delivered the Registration Rights Agreement.


 


(c)          The
Investor shall have delivered the Purchase Price to the Company by wire transfer of immediately available funds to the account
set forth on Schedule I.


 


6.3         Termination
of Obligations to Effect Closing; Effects.


 


(a)          The
obligations of the Company, on the one hand, and the Investor, on the other hand, to effect the Closing shall terminate as follows:


   



    	-16-



    	 



    



 


(i)          Upon
the mutual written consent of the Company and the Investor;


 


(ii)         By
the Company if any of the conditions set forth in Section 6.2 shall have become incapable of fulfillment, and shall not
have been waived by the Company;


 


(iii)        By
the Investor (with respect to itself only) if any of the conditions set forth in Section 6.1 shall have become incapable
of fulfillment, and shall not have been waived by the Investor; or


 


(iv)        By
either the Company or the Investor (with respect to itself only) if the Closing has not occurred on or prior to February 15, 2012;


 


provided, however, that, except in the case
of clause (i) above, the party seeking to terminate its obligation to effect the Closing shall not then be in breach of any of
its representations, warranties, covenants or agreements contained in this Agreement or the other Transaction Documents if such
breach has resulted in the circumstances giving rise to such party’s seeking to terminate its obligation to effect the Closing.


 


(b)          Nothing
in this Section 6.3 shall be deemed to release any party from any liability for any breach by such party of the terms and
provisions of this Agreement or the other Transaction Documents or to impair the right of any party to compel specific performance
by any other party of its obligations under this Agreement or the other Transaction Documents.


 


7.          Covenants
and Agreements of the Company.


 


7.1           No
Conflicting Agreements. The Company will not take any action, enter into any agreement or make any commitment that would conflict
or interfere in any material respect with the Company’s obligations to the Investor under the Transaction Documents.


 


7.2           Insurance.
The Company shall not materially reduce the insurance coverages described in Section 4.19.


 


7.3           Compliance
with Laws. The Company will comply in all material respects with all applicable laws, rules, regulations, orders and decrees
of all governmental authorities.


 


7.4           Listing
of Underlying Shares and Related Matters. The Company shall take all necessary action to cause the Shares to be listed on Nasdaq
as soon as practicable on or after the Closing Date. Without limiting the generality of the foregoing, no later than five Business
Days after the Closing Date, the Company shall file with Nasdaq a Notification Form: Listing of Additional Shares for the listing
of the Shares on Nasdaq, a copy of which shall be provided to the Investor. Further, if the Company applies to have its Common
Stock or other securities traded on any other principal stock exchange or market, it shall include in such application the Shares
and will take such other action as is necessary to cause such Common Stock to be so listed. The Company will use commercially reasonable
efforts to continue the listing and trading of its Common Stock on Nasdaq and, in accordance, therewith, will use commercially
reasonable efforts to comply in all respects with the Company’s reporting, filing and other obligations under the bylaws
or rules of such market or exchange, as applicable.


  






    	-17-



    	 



    



  


7.5           Termination
of Covenants. The provisions of Sections 7.1 through 7.4 shall terminate and be of no further force and
effect on the date on which the Company’s obligations under the Registration Rights Agreement to register or maintain the
effectiveness of any registration covering the Registrable Securities (as such term is defined in the Registration Rights Agreement)
shall terminate.


 


7.6           Removal
of Legends. In connection with any sale or disposition of the Shares by the Investor pursuant to Rule 144 or pursuant to any
other exemption under the 1933 Act such that the purchaser acquires freely tradable shares and upon compliance by the Investor
with the requirements of this Agreement, the Company shall cause the transfer agent for the Common Stock (the “Transfer
Agent”) to issue replacement certificates representing the Shares sold or disposed of without restrictive legends. Upon
the earlier of (i) registration for resale pursuant to the Registration Rights Agreement or (ii) the Shares becoming freely tradable
by a non-affiliate pursuant to Rule 144 the Company shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer
Agent shall reissue a certificate representing shares of Common Stock without legends upon receipt by such Transfer Agent of the
legended certificates for such shares, together with either (1) a customary representation by the Investor that Rule 144 applies
to the shares of Common Stock represented thereby or (2) a statement by the Investor that the Investor has sold the shares of Common
Stock represented thereby in accordance with the Plan of Distribution contained in the Registration Statement, and (B) cause its
counsel to deliver to the Transfer Agent one or more blanket opinions to the effect that the removal of such legends in such circumstances
may be effected under the 1933 Act. From and after the earlier of such dates, upon the Investor’s written request, the Company
shall promptly cause certificates evidencing the Investor’s Shares to be replaced with certificates which do not bear such
restrictive legends.


 


8.           Survival and Indemnification.


 


8.1         Survival. Except
as otherwise set forth herein, the representations, warranties, covenants and agreements contained in this Agreement shall survive
the Closing of the transactions contemplated by this Agreement for a period of one year.


 


8.2         Indemnification.
The Company agrees to indemnify and hold harmless the Investor and its Affiliates and their respective directors, officers, employees
and agents from and against any and all losses, claims, damages, liabilities and expenses (including without limitation reasonable
attorney fees and disbursements and other expenses incurred in connection with investigating, preparing or defending any action,
claim or proceeding, pending or threatened and the costs of enforcement thereof) (collectively, “Losses”) to
which such Person may become subject as a result of any breach of representation, warranty, covenant or agreement made by or to
be performed on the part of the Company under the Transaction Documents, and will reimburse any such Person for all such amounts
as they are incurred by such Person.


 






    	-18-



    	 



    



  


8.3          Conduct of Indemnification
Proceedings. Promptly after receipt by any Person (the “Indemnified Person”) of notice of
any demand, claim or circumstances which would or might give rise to a claim or the commencement of any action, proceeding or investigation
in respect of which indemnity may be sought pursuant to Section 8.2, such Indemnified Person shall promptly notify the Company
in writing and the Company shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such
Indemnified Person, and shall assume the payment of all fees and expenses; provided, however, that the failure
of any Indemnified Person so to notify the Company shall not relieve the Company of its obligations hereunder except to the extent
that the Company is materially prejudiced by such failure to notify. In any such proceeding, any Indemnified Person shall have
the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person
unless: (i) the Company and the Indemnified Person shall have mutually agreed to the retention of such counsel; or (ii) in the
reasonable judgment of counsel to such Indemnified Person representation of both parties by the same counsel would be inappropriate
due to actual or potential differing interests between them. The Company shall not be liable for any settlement of any proceeding
effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent, or if
there be a final judgment for the plaintiff, the Company shall indemnify and hold harmless such Indemnified Person from and against
any loss or liability (to the extent stated above) by reason of such settlement or judgment. Without the prior written consent
of the Indemnified Person, which consent shall not be unreasonably withheld, the Company shall not effect any settlement of any
pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnity could have
been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Person
from all liability arising out of such proceeding.


 


9.           Miscellaneous.


 


9.1          Successors and
Assigns. This Agreement may not be assigned by a party hereto without the prior written consent of the Company or the Investor,
as applicable, provided, however, that the Investor may assign its rights and delegate its duties hereunder in whole or in part
to an Affiliate or to a third party acquiring some or all of its Shares in a transaction complying with applicable securities laws
without the prior written consent of the Company or the other Investor. The provisions of this Agreement shall inure to the benefit
of and be binding upon the respective permitted successors and assigns of the parties. Nothing in this Agreement, express or implied,
is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies,
obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.


 


9.2          Counterparts; Faxes.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument. This Agreement may also be executed and transmitted via facsimile, or by portable
document format via electronic mail, which shall be deemed an original.


   



    	-19-



    	 



    



 


9.3          Titles and Subtitles.
The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting
this Agreement.


 


9.4          Notices. Unless
otherwise provided, any notice required or permitted under this Agreement shall be given in writing and shall be deemed effectively
given as hereinafter described (i) if given by personal delivery, then such notice shall be deemed given upon such delivery, (ii)
if given by telex or telecopier, then such notice shall be deemed given upon receipt of confirmation of complete transmittal, (iii)
if given by mail, then such notice shall be deemed given upon the earlier of (A) receipt of such notice by the recipient or (B)
three days after such notice is deposited in first class mail, postage prepaid, and (iv) if given by an internationally recognized
overnight air courier, then such notice shall be deemed given one Business Day after delivery to such carrier. All notices shall
be addressed to the party to be notified at the address as follows, or at such other address as such party may designate by ten
days’ advance written notice to the other party:


 


If to the Company:


 


	Response Genetics, Inc.
	1640 Marengo Street
	6th Floor
	Los Angeles, California 90033
	Attention:	Denise L. McNairn
	Fax:	(301) 644-1597
	 
	With a copy to:
	 
	Willkie Farr & Gallagher LLP
	787 Seventh Avenue
	New York, New York 10019-6099
	Attention: 	Steven A. Seidman
	 	Laura L. Delanoy
	Fax:  (212) 728-9763
	 
	If to the Investor:
	 
	to the address set forth on the signature page hereto.


 


9.5           Expenses. The
parties hereto shall pay their own costs and expenses in connection herewith; it being understood that each of the Company and
the Investor has relied for such matters on the advice of its own respective counsel. In the event that legal proceedings are commenced
by any party to this Agreement against another party to this Agreement in connection with this Agreement or the other Transaction
Documents, the party or parties which do not prevail in such proceedings shall severally, but not jointly, pay their pro rata share
of the reasonable attorneys’ fees and other reasonable out-of-pocket costs and expenses incurred by the prevailing party
in such proceedings.


   



    	-20-



    	 



    



 


9.6         Amendments and
Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally
or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Investor;
provided, however, that no such amendment or waiver which adversely affects the Investor shall be binding on the Investor without
its written consent. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any
Shares purchased under this Agreement at the time outstanding, each future holder of all such Shares, and the Company.


 


9.7         Publicity.
Except as set forth below, no public release or announcement concerning the transactions contemplated hereby shall be issued by
the Company or the Investor without the prior consent of the Company (in the case of a release or announcement by the Investor)
or the Investor (in the case of a release or announcement by the Company) (which consents shall not be unreasonably withheld),
except as such release or announcement may be required by law or the applicable rules or regulations of any securities exchange
or securities market, in which case the Company or the Investor, as the case may be, shall allow the Investor or the Company, as
applicable, to the extent reasonably practicable in the circumstances, reasonable time to comment on such release or announcement
in advance of such issuance. By 8:30 a.m. (New York City time) on the trading day immediately following the Closing Date, the Company
shall issue a press release disclosing the consummation of the transactions contemplated by this Agreement. No later than the fourth
trading day following the Closing Date, the Company will file a Current Report on Form 8-K attaching the press release described
in the foregoing sentence as well as copies of the Transaction Documents. In addition, the Company will make such other filings
and notices in the manner and time required by the SEC or Nasdaq.


 


9.8        Severability.
Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof but shall be interpreted
as if it were written so as to be enforceable to the maximum extent permitted by applicable law, and any such prohibition or unenforceability
in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted
by applicable law, the parties hereby waive any provision of law which renders any provision hereof prohibited or unenforceable
in any respect.


 


9.9         Entire Agreement.
This Agreement, including the Exhibits and the Disclosure Schedules, and the other Transaction Documents constitute the entire
agreement among the parties hereof with respect to the subject matter hereof and thereof and supersede all prior agreements and
understandings, both oral and written, between the parties with respect to the subject matter hereof and thereof.


 


9.10       Further Assurances.
The parties shall execute and deliver all such further instruments and documents and take all such other actions as may reasonably
be required to carry out the transactions contemplated hereby and to evidence the fulfillment of the agreements herein contained.


   



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9.11       Governing Law;
Consent to Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by, and construed in accordance with, the internal
laws of the State of New York without regard to the choice of law principles thereof. Each of the parties hereto irrevocably submits
to the exclusive jurisdiction of the courts of the State of New York located in New York County and the United States District
Court for the Southern District of New York for the purpose of any suit, action, proceeding or judgment relating to or arising
out of this Agreement and the transactions contemplated hereby. Service of process in connection with any such suit, action or
proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices
under this Agreement. Each of the parties hereto irrevocably consents to the jurisdiction of any such court in any such suit, action
or proceeding and to the laying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue
of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding
brought in any such court has been brought in an inconvenient forum.  EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST
A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS
TO THIS WAIVER.


   


[Signature pages follow]


  



    	-22-



    	 



    

   


IN WITNESS WHEREOF, the parties
have executed this Agreement or caused their duly authorized officers to execute this Agreement as of the date first above written.


 


	The Company:	RESPONSE GENETICS, INC.
	 	 
	 	By:	 	 
	 	Name: 
	 	Title:


 


[Signature Page – Purchase Agreement]


 



    	 



    	 



    

	The Investor:	[NAME OF INVESTOR]
	 	 
	 	By:	 	 
	 	Name:
	 	Title:


 


Aggregate Purchase Price: $


Number of Shares:


 


Address for Notice:


 


[Signature Page – Purchase Agreement]


  



    	 



    	 



    

 


EXHIBIT A


 


Form of Registration Rights Agreement





  



    	 



    	 



    

 


EXHIBIT B


 


Form of Opinion of Willkie Farr & Gallagher
LLP


 


1.          The
Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has
the requisite corporate power and authority to carry on its business as now conducted and to own its properties.


 


2.          The
Company has the corporate power and authority and has taken all requisite corporate action necessary for (i) the authorization,
execution and delivery of the Transaction Documents, (ii) the authorization of the performance of all obligations of the Company
under the Transaction Documents, and (iii) the authorization, issuance and delivery of the Shares. The Transaction Documents constitute
the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject
to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating
to or affecting creditors’ rights generally.


 


3.          The
Shares have been duly authorized and, when issued, sold and delivered against payment therefor in accordance with the provisions
of the Agreement, will be duly and validly issued, fully paid and non-assessable and free of any preemptive rights under the statutory
provisions of the Delaware General Corporation Law, the Company’s Certificate of Incorporation or By-laws, each as amended
to date, or any Material Agreement (as defined in Paragraph 6 below).


 


4.          Except
as described in the Disclosure Schedules or in the SEC Filings, to our knowledge, no Person is entitled to any preemptive right,
right of first refusal or similar rights with respect to the issuance of the Shares.


 


5.          The
execution, delivery and performance by the Company of the Transaction Documents and the offer, issuance and sale of the Shares
require no consent of, action by or in respect of, or filing with, any Person, governmental body, agency, or official known to
us other than those that have been made or obtained which are in full force and effect and post-sale filings pursuant to applicable
state and federal securities laws.


 


6.          The
execution, delivery and performance of the Transaction Documents by the Company and the issuance and sale of the Shares does not
and will not conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default under
(i) the Company’s Certificate of Incorporation or Bylaws, each as amended to date, (ii) any statute, rule, regulation or
order of any governmental agency or body or any court, domestic or foreign, known to us and having jurisdiction over the Company,
any Subsidiary or any of their respective assets or properties or (iii) any of the material contracts, instruments or arrangements
by which the Company or any Subsidiary is bound or to which any of their respective assets or properties is subject, as of the
date hereof (“Material Agreements”), each of which is set forth in Annex I hereto.


  






    	 



    	 



    

 


 


7.          Assuming
the representations made by the Investor in the Transaction Documents are true and correct, the initial sale of the Shares as contemplated
by the Transaction Documents is exempt from the registration and prospectus delivery requirements of the 1933 Act.