JOINDER AGREEMENT

This JOINDER AGREEMENT (the “Joinder” or the “Agreement”), dated as of January 23, 2012, by and among Spencer Trask Ventures, Inc., a Delaware corporation, and a registered broker-dealer and member of the Financial Industry Regulatory Authority (“STV”), Organovo, Inc., a Delaware corporation (“Organovo”), Organovo Holdings, Inc., a Nevada corporation (“Pubco”) and Signature Bank (the “Escrow Agent”), a New York State chartered bank.  Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Escrow Deposit Agreement (as defined below).

 

WHEREAS, STV, Organovo and the Escrow Agent entered into an Escrow Deposit Agreement, dated as of December 1, 2011 (the “Escrow Agreement”), a copy of which is attached hereto as Exhibit A, and whereas it is a condition of the transactions set forth therein that Pubco become a party thereto and that Pubco agrees to do so in accordance with the terms hereof.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Joinder hereby agree as follows:

1.           Agreement to be Bound.  Pubco hereby agrees that upon execution of this Joinder, it shall become a party to the Escrow Agreement and shall be fully bound by, and subject to, all of the representations, warranties, covenants (including, without limitation, indemnification obligations) and the other terms and conditions that are applicable to Pubco as stated therein.

2.           Successors and Assigns.  This Joinder shall be binding upon and enforceable by STV, Organovo, Escrow Agent and Pubco and their respective successors, heirs and assigns.

3.           Counterparts.  This Joinder may be executed in separate counterparts each of which shall be an original and all of which taken together shall constitute one and the same agreement.

4.           Governing Law.  This Agreement shall be construed in accordance with and governed by the law of the State of New York (without regard to choice of law provisions thereof).