0001193125-10-032459 Sample Contracts

MED BIOGENE INC. SHAREHOLDER RIGHTS PLAN AGREEMENT dated as of January 15, 2010 between Med BioGene Inc. and Computershare Investor Services Inc. As Rights Agent
Shareholder 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:

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Contract
Underwriter'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.

FORM 2F CPC ESCROW AGREEMENT
CPC Escrow 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 2F CPC ESCROW AGREEMENT
CPC Escrow 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).

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