Exhibit V Rollover AgreementRollover Agreement • June 20th, 2016 • Orbimed Advisors LLC • Services-testing laboratories • British Columbia
This letter agreement (this “Agreement”) sets forth the commitment of the undersigned (the “Company Securityholder”), subject to the terms and conditions contained herein, to transfer, contribute and deliver the securities of Response Biomedical Corp. (the “Company”) set forth on Schedule “A” hereto (the “Rollover Contribution Securities”) to1077801 B.C. Ltd. (the “Purchaser”) in exchange for new securities of the Purchaser provided set forth on Schedule “A” hereto and as described in the Arrangement Agreement (as defined below) (the “Purchaser Rollover Securities”).
Exhibit S Form of Voting and Support AgreementOrbimed Advisors LLC • June 20th, 2016 • Services-testing laboratories
As you know, OrbiMed Advisors LLC and Shanghai Runda Medical Technology Co., Ltd., through 1077801 B.C. Ltd. (the “Purchaser”) have been in discussions with the board of directors of Response Biomedical Corp. (“Response”) regarding a proposed transaction (the “Proposed Transaction”) to acquire all of the issued and outstanding shares in the capital of Response. It is contemplated that the Proposed Transaction will be implemented by way of a plan of arrangement under the Business Corporations Act (British Columbia), the details of which are set forth in a definitive arrangement agreement (the “Arrangement Agreement”), a draft of which has been provided to you and which is to be entered into by the Purchaser and Response upon the execution and delivery by you of this agreement. The execution and delivery of this agreement by you is a condition to the entering into of the Arrangement Agreement.
SUBSCRIPTION AGREEMENTSubscription Agreement • June 20th, 2016 • Orbimed Advisors LLC • Services-testing laboratories • British Columbia
The undersigned (referred to herein as the “Purchaser”), hereby irrevocably subscribes to purchase from Response Biomedical Corp. (the “Issuer”) the number of common shares (the “Purchased Securities” and each individually, a “Purchased Security”) of the Issuer set out below for a subscription price of US$0.56 per Purchased Security (the “Purchase Price”). This subscription plus the attached terms and conditions (the “Terms and Conditions”) and Schedule A attached hereto are collectively referred to as the “Subscription Agreement”. The Purchaser agrees to be bound by the Terms and Conditions and agrees that the Issuer may rely upon the covenants, representations and warranties contained in the Subscription Agreement.
SUBSCRIPTION AGREEMENTSubscription Agreement • June 20th, 2016 • Orbimed Advisors LLC • Services-testing laboratories • British Columbia
The undersigned (referred to herein as the “Purchaser”), hereby irrevocably subscribes to purchase from Response Biomedical Corp. (the “Issuer”) the number of common shares (the “Purchased Securities” and each individually, a “Purchased Security”) of the Issuer set out below for a subscription price of US$0.56 per Purchased Security (the “Purchase Price”). This subscription plus the attached terms and conditions (the “Terms and Conditions”) are collectively referred to as the “Subscription Agreement”. The Purchaser agrees to be bound by the Terms and Conditions and agrees that the Issuer may rely upon the covenants, representations and warranties contained in the Subscription Agreement.
Exhibit N JOINT FILING AGREEMENTJoint Filing Agreement • June 20th, 2016 • Orbimed Advisors LLC • Services-testing laboratories
The undersigned hereby agree that the Statement on Schedule 13D, dated August 9, 2010, as amended by Amendment No. 1 to Schedule 13D originally filed on October 4, 2010, Amendment No. 2 to Schedule 13D originally filed on October 22, 2010, Amendment No. 3 to Schedule 13D originally filed on January 13, 2011, Amendment No. 4 to Schedule 13D originally filed on November 23, 2011, Amendment No. 5 to Schedule 13D originally filed on January 9, 2012, and Amendment No. 6 to Schedule 13D filed on November 12, 2013, Amendment No. 7 to Schedule 13D, dated January 23, 2015 (as amended, the “Schedule 13D”), and this Amendment No. 8 to Schedule 13D (“Amendment No. 8”) (including any subsequent amendments, restatements, supplements, and/or exhibits thereto) with respect to the common shares, without par value, of Response Biomedical Corp. was and is filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended,
