AGREED AND ACCEPTED TO:ORGANOVO, INC.ORGANOVO HOLDINGS, INC.By:/s/ Keith MurphyBy:/s/ Deborah LovigName: Keith MurphyName: Deborah LovigTitle:Chief Executive OfficerTitle:President & CEO

As of January 25, 2012

Organovo, Inc.

5871 Oberlin Drive, Suite 150

San Diego, CA 92121

Attention: Keith Murphy, Chief Executive Officer

Organovo Holdings, Inc.

710 Wellingham Drive

Durham, North Carolina 27713

Attention: Deborah Lovig, President & CEO

Mr. Murphy and Ms. Lovig:

 

In connection with the Placement Agency Agreement dated December 1, 2011 (the “Placement Agency Agreement”) by and between Spencer Trask Ventures, Inc. (the “Placement Agent”) and Organovo, Inc. (the “Company”), and that certain Joinder Agreement dated January 23, 2012, by an among the Company, the Placement Agent and Organovo Holdings, Inc. (“Pubco”), the Placement Agent, the Company and Pubco hereby agree to extend the Offering Period from January 31, 2012 to March 30, 2012.

Capitalized terms used and not defined herein will have the meanings ascribed to them in the Placement Agency Agreement.

Very truly yours,

By: /s/ John Heidenreich         

Name:  John Heidenreich                                                                                    

Title:    President