MED BIOGENE INC. SHAREHOLDER RIGHTS PLAN AGREEMENT dated as of January 15, 2010 between Med BioGene Inc. and Computershare Investor Services Inc. As Rights AgentShareholder Rights Plan Agreement • February 16th, 2010 • Med BioGene Inc. • Services-medical laboratories • British Columbia
WHEREAS the Board of Directors has determined that it is advisable to adopt a shareholder rights plan (the “Rights Plan”), inter alia, in order to:
EXECUTIVE EMPLOYMENT AGREEMENT MED BIOGENE INC.Employment Agreement • March 19th, 2010 • Med BioGene Inc. • Services-medical laboratories • British Columbia
This Agreement confirms the terms and conditions of your employment by the Company and will constitute your employment agreement. Those terms and conditions are set out below:
Underwriting AgreementUnderwriting Agreement • May 7th, 2010 • Med BioGene Inc. • Services-medical laboratories • New York
Med BioGene Inc., a corporation existing under the laws of the Province of British Columbia (“Company”), confirms its agreement, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (collectively, the “Underwriters” or individually, an “Underwriter”) for whom you are acting as representative (the “Representative”) an aggregate of Common Shares, without par value (the “Common Shares”), and, at the election of the Underwriters in the circumstances specified in Section 2 hereof, up to additional Common Shares. The Common Shares to be sold by the Company are herein called the “Firm Shares” and the [15% of the Common Shares] additional Common Shares to be sold by the Company are herein called the “Option Shares.” The Firm Shares and the Option Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively referred to as the “Securities.”
AMENDED AND RESTATED SPONSORED RESEARCH AGREEMENTSponsored Research Agreement • May 27th, 2010 • Med BioGene Inc. • Services-medical laboratories • Ontario
This amended and restated agreement (this “Agreement”) is made effective as of the 14th day of April 2008 (the “Effective Date”) and is amended as of the 24th day of February 2009 (the “Amendment Date”) between:
ADDITIONAL EXCLUSIVE LICENSE AGREEMENTAdditional Exclusive License Agreement • March 19th, 2010 • Med BioGene Inc. • Services-medical laboratories • Ontario
UNIVERSITY HEALTH NETWORK an Ontario corporation incorporated by special statute under the University Health Network Act, 1997, having a principal office at 190 Elizabeth Street, R. Fraser Elliott Building – Room 1S-417, Toronto, Ontario, M5G 2C4, Facsimile (416) 977-4765
WAIVER AND ACKNOWLEDGEMENTWaiver and Acknowledgement • June 22nd, 2010 • Med BioGene Inc. • Services-medical laboratories
ContractUnderwriter’s Warrant • February 16th, 2010 • Med BioGene Inc. • Services-medical laboratories • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED, OR BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF SUCH SECURITIES BY ANY PERSON FOR A PERIOD OF SIX (6) MONTHS IMMEDIATELY FOLLOWING THE DATE OF EFFECTIVENESS OF THE COMPANY’S REGISTRATION STATEMENT NO.: 333- AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, EXCEPT IN ACCORDANCE WITH THE TERMS HEREOF.
AMENDED AND RESTATED EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • March 19th, 2010 • Med BioGene Inc. • Services-medical laboratories • Ontario
This amended and restated agreement (this “Agreement”) is made effective as of the 14th day of April 2008 (the “Effective Date”) and is amended as of the 24th day of February 2009 (the “Amendment Date”) between:
ADDITIONAL SPONSORED RESEARCH AGREEMENTAdditional Sponsored Research Agreement • May 27th, 2010 • Med BioGene Inc. • Services-medical laboratories • Ontario
UNIVERSITY HEALTH NETWORK an Ontario corporation incorporated by special statute under the University Health Network Act, 1997, having a principal office at 190 Elizabeth Street, R. Fraser Elliott Building - Room 1S-417, Toronto, Ontario, M5G 2C4, Facsimile (416) 977-4765
CONSENTAdditional Exclusive License Agreement • April 13th, 2010 • Med BioGene Inc. • Services-medical laboratories
AGENT’S COMPENSATION OPTION AGREEMENTOption Agreement • December 28th, 2009 • Med BioGene Inc. • British Columbia
WHEREAS the Company has agreed to grant to the Agent, as partial compensation payable to the Agent for services rendered in connection with the private placement (the “Offering”) of certain units (the “Units”) of the Company on , 2007, a non-assignable option (the “Compensation Option”) to purchase units (the “Optioned Units”) at a price of $0.45 per Optioned Unit. Each Optioned Unit is comprised of one common share in the capital of the Company (an “Optioned Share”) and one common share purchase warrant (an “Optioned Warrant”). Each Optioned Warrant entitles the holder thereof to acquire one common share in the capital of the Company (an “Underlying Share”) at an exercise price of $0.65 for a period of 36 months from the closing date of the Offering; provided that if, at any time following expiry of the applicable hold period, the closing price of the common shares in the capital of the Company on the TSX Venture Exchange, or such major stock exchange or quotation system as the common
AMENDED AND RESTATED SPONSORED RESEARCH AGREEMENTSponsored Research Agreement • December 28th, 2009 • Med BioGene Inc. • Ontario
This amended and restated agreement (this “Agreement”) is made effective as of the 14th day of April 2008 (the “Effective Date”) and is amended as of the 24th day of February 2009 (the “Amendment Date”) between:
FORM 2F CPC ESCROW AGREEMENTAssignment Agreement • February 16th, 2010 • Med BioGene Inc. • Services-medical laboratories • Quebec
This Agreement is being entered into by the Parties under Exchange Policy 2.4 - Capital Pool Companies (the Policy) in connection with a listing of a Capital Pool Company on the TSX Venture Exchange (the Exchange).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • December 28th, 2009 • Med BioGene Inc. • British Columbia
MED BIOGENE INC., a company incorporated under the laws of British Columbia, and having its address at #300 - 2386 East Mall, Gerald McGavin Building, Vancouver, British Columbia V6T 1Z3.
ADDITIONAL SPONSORED RESEARCH AGREEMENTAdditional Sponsored Research Agreement • December 28th, 2009 • Med BioGene Inc. • Ontario
UNIVERSITY HEALTH NETWORK an Ontario corporation incorporated by special statute under the University Health Network Act, 1997, having a principal office at 190 Elizabeth Street, R. Fraser Elliott Building - Room 1S-417, Toronto, Ontario, M5G 2C4, Facsimile (416) 977-4765
FORM 2F CPC ESCROW AGREEMENTAssignment Agreement • February 16th, 2010 • Med BioGene Inc. • Services-medical laboratories • Ontario
This Agreement is being entered into by the Parties under Exchange Policy 2.4 - Capital Pool Companies (the Policy) in connection with a listing of a Capital Pool Company on the TSX Venture Exchange (the Exchange).
