PRIVATE PLACEMENT LETTER AGREEMENTPrivate Placement Letter Agreement • September 26th, 2013 • Response Biomedical Corp • Services-testing laboratories • British Columbia
This letter agreement (this “Letter Agreement”) is entered into as of September 26, 2013, by and among Response Biomedical Corp., a British Columbia Corporation (“Response”), OrbiMed Private Investments III, LP, a Delaware limited partnership (“OrbiMed Investments”), OrbiMed Asia Partners, LP, a Cayman Islands limited partnership (“OrbiMed Asia”), OrbiMed Associates III, LP, a Delaware limited partnership (“OrbiMed Associates” and together with OrbiMed Investments and OrbiMed Asia, “OrbiMed”), and Bloom Burton & Co. Inc., an Ontario corporation (the “Agent”).
agency AgreementAgency Agreement • September 26th, 2013 • Response Biomedical Corp • Services-testing laboratories • British Columbia
Bloom Burton & Co. Inc. (the “Agent”) understands that Response Biomedical Corp. (the “Corporation”) proposes to issue and sell up to 816,326 subscription receipts (the “Subscription Receipts”) at a price of $2.45 per Subscription Receipt (the “Issue Price”) for aggregate gross proceeds of up to $2,000,000 (the “Offering”), with each Subscription Receipt, in accordance with the specific terms and conditions of the Subscription Receipt Agreement (as defined hereinafter), entitling the holder thereof to receive, for no additional consideration, one unit of the Corporation (each, a “Unit”) upon receipt of disinterested shareholders’ approval for the Offering (the “Conversion Date”) in accordance with the rules of the Toronto Stock Exchange (the “TSX”). The Subscription Receipts, together with the underlying Common Shares (as defined hereinafter), the underlying Warrants (as defined hereinafter) and the Warrant Shares (as defined hereinafter) are referred to herein as the “Offered Securiti
SUBSCRIPTION RECEIPT AGREEMENT Providing for the Issue of up to 1,632,653 Subscription Receipts BETWEEN RESPONSE BIOMEDICAL CORP. - and – COMPUTERSHARE TRUST COMPANY OF CANADA - and – BLOOM BURTON & CO. INC. Dated as of September 26, 2013Subscription Receipt Agreement • September 26th, 2013 • Response Biomedical Corp • Services-testing laboratories • British Columbia
RESPONSE BIOMEDICAL CORP., a company incorporated under the laws of British Columbia, with its head office in Vancouver, British Columbia (hereinafter referred to as the “Company”)
RESPONSE BIOMEDICAL CORP. (THE “ISSUER”) PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT FOR SUBSCRIPTION RECEIPTS INSTRUCTIONS TO PURCHASERPrivate Placement Subscription Agreement • September 26th, 2013 • Response Biomedical Corp • Services-testing laboratories • British Columbia
