0001437749-12-003014 Sample Contracts

STANDBY PURCHASE AGREEMENT
Standby Purchase Agreement • March 29th, 2012 • Response Biomedical Corp • Services-testing laboratories • British Columbia

WHEREAS RBC proposes to effect an offering of Rights to the holders of record of its Shares pursuant to a short form prospectus, each such Right being exercisable for 2.7532 Units;

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INTERNATIONAL DISTRIBUTION AGREEMENT
Distribution Agreement • March 29th, 2012 • Response Biomedical Corp • Services-testing laboratories • England and Wales

THIS DISTRIBUTION AGREEMENT by and between Response Biomedical Corporation, of 1781 - 75th Avenue W. Vancouver, BC, Canada V6P 6P2 (“Response”), and O&D Biotech Co., Ltd. China (北京市康思润业生物技术有限公司 in Chinese, “Distributor”), is made effective as of February 21, 2011 (“Effective Date”). Response and Distributor may be referred to herein individually as a “Party” and collectively as the “Parties.”

NOTE PURCHASE AGREEMENT
Note Purchase Agreement • March 29th, 2012 • Response Biomedical Corp • Services-testing laboratories • New York

This Note Purchase Agreement (this “Agreement”), dated as of November 22, 2011, between Response Biomedical Corp., a corporation continued under the laws of the Province of British Columbia (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively the “Purchasers”).

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