AGENCY AGREEMENTAgency Agreement • June 30th, 2006 • Response Biomedical Corp • Services-testing laboratories • British Columbia
We, Haywood Securities Inc. (the “Agent” or “we” or “us” or “our”), understand that Response Biomedical Corp. (the “Company” or “you” or “your”) proposes to appoint us as your agent to sell units of the Company (the “Units”) at a price of $0.50 per Unit, each Unit consisting of one common share (a “Common Share”) in the capital of the Company and one half of one share purchase warrant (a “Warrant”), pursuant to which the Company may issue up to 6,000,000 Units (the “ Offering ”). The Offering will be carried out in the Provinces of Ontario, British Columbia and Alberta (collectively, the “Provinces”) and elsewhere as permitted herein.
IRREVOCABLE GUARANTEE AGREEMENTIrrevocable Guarantee Agreement • June 30th, 2006 • Response Biomedical Corp • Services-testing laboratories
RESPONSE BIOMEDICAL CORP., a company incorporated under the laws of British Columbia having its head office at 100 - 8900 Glenlyon Parkway, Burnaby, B.C. V5J 5J8, Canada,
March 15, 2006 Response Biomedical Corp. 100-8900 Glenlyon Parkway Burnaby, BC V5J 5J8 Canada Dear Bill:Response Biomedical Corp • June 30th, 2006 • Services-testing laboratories
This letter confirms your agreement to retain Delafield Hambrecht, Inc. (the “Placement Agent” or “DHI”) as your exclusive agent outside of Canada to introduce Response Biomedical (the “Company”) to certain non-Canadian investors as prospective purchasers of the Company’s Equity or Equity Related Securities (“Securities”) in connection with a possible private placement (the “Transaction”), for a period commencing on the date of this letter and terminating December 12, 2006, unless otherwise terminated or unless extended by the parties. DHI and the Company will list on Exhibit C investors that DHI will contact on behalf of the Company (the “Investors”). This letters replaces the letter signed by the Company and the Placement Agent on November 18, 2005 and December 12, 2005.
CONSULTING AGREEMENTConsulting Agreement • June 30th, 2006 • Response Biomedical Corp • Services-testing laboratories • British Columbia
This Consulting Agreement is effective made as of June 21, 2005 by and between Response Biomedical (the “Company”) and #727381 BC Ltd. (the “Consultant”) a company wholly owned by Ross MacLachlan. Effective the date of this agreement, this Consulting Agreement replaces the Consulting Agreement dated May 2, 2005 between the Company and Ross MacLachlan which is considered terminated.
SUBLEASE AGREEMENT BETWEEN RESPONSE BIOMEDICAL CORP. AND INEX PHARMACEUTICALS CORPORATIONSublease Agreement • June 30th, 2006 • Response Biomedical Corp • Services-testing laboratories • British Columbia
THIS INDEMNITY AGREEMENT made as of the [insert date], BETWEEN:Indemnity Agreement • June 30th, 2006 • Response Biomedical Corp • Services-testing laboratories • British Columbia
RESPONSE BIOMEDICAL CORP. (the "Company"), a British Columbia company having an office at 8081 Lougheed Highway, British Columbia V5A 1W9, and its subsidiaries or affiliates,
