Sonoma Pharmaceuticals, Inc. Sample Contracts

Form OF SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 6th, 2013 • Oculus Innovative Sciences, Inc. • Surgical & medical instruments & apparatus • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of December 4, 2013, between Oculus Innovative Sciences, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

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SONOMA PHARMACEUTICALS, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [•], 20__ Debt Securities INDENTURE
Indenture • November 3rd, 2023 • Sonoma Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

Indenture, dated as of [•], 20__, among SONOMA PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and [Trustee], as trustee (the “Trustee”):

SERIES B COMMON STOCK PURCHASE WARRANT oculus innovative sciences, inc.
Warrant Agreement • February 26th, 2014 • Oculus Innovative Sciences, Inc. • Surgical & medical instruments & apparatus

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after August 26, 2014 (the “Initial Exercise Date”) and on or prior to the close of business on the later of (a) one (1) year from the earlier of (i) the effective date of an effective registration statement pursuant to which all the Warrant Shares are registered for resale and (ii) the date that all Warrant Shares may be sold by the Holder pursuant to Rule 144 (without volume limitations and assuming cashless exercise) and (b) one (1) year anniversary of the closing of the Ruthigen IPO, provided that in any event this Warrant shall be exercisable for at least a full year (the “Termination Date”), but not thereafter, to subscribe for and purchase from Oculus Innovative Sciences, Inc., a Delaware corporation (the “Company”), up t

SERIES A COMMON STOCK PURCHASE WARRANT oculus innovative sciences, inc.
Common Stock Purchase Warrant • February 26th, 2014 • Oculus Innovative Sciences, Inc. • Surgical & medical instruments & apparatus

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after February 26, 2014 (the “Initial Exercise Date”) and on or prior to the close of business on February 26, 2019 (the “Termination Date”), but not thereafter, to subscribe for and purchase from Oculus Innovative Sciences, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 13th, 2007 • Oculus Innovative Sciences, Inc. • Surgical & medical instruments & apparatus • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of August 7, 2007, between Oculus Innovative Sciences, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

COMMON STOCK PURCHASE WARRANT oculus innovative sciences, inc.
Common Stock Purchase Warrant • February 14th, 2014 • Oculus Innovative Sciences, Inc. • Surgical & medical instruments & apparatus

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Dawson James Securities, Inc. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after December 9, 2013 (the “Initial Exercise Date”) and on or prior to the close of business on May 3, 2016 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Oculus Innovative Sciences, Inc., a Delaware corporation (the “Company”), up to 16,500 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued by the Company as of the date hereof pursuant to Section A.2 of the Engagement Letter entered into by and between the Company and Dawson James Securities, Inc., dated as of December 4, 2013.

WARRANT AGENCY AGREEMENT
Warrant Agency Agreement • November 16th, 2018 • Sonoma Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware

WARRANT AGENCY AGREEMENT, dated as of November [●], 2018 (“Agreement”), among Sonoma Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and Computershare, Inc., a Delaware corporation, and its wholly-owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company (collectively, the “Warrant Agent”).

UNDERWRITING AGREEMENT By and between OCULUS INNOVATIVE SCIENCES, INC. and DAWSON JAMES SECURITIES, INC., as Representative of the Several Underwriters UNDERWRITING AGREEMENT
Underwriting Agreement • March 18th, 2016 • Oculus Innovative Sciences, Inc. • Surgical & medical instruments & apparatus • New York

The undersigned, Oculus Innovative Sciences, Inc. (the “Company”), hereby confirms its agreement (this “Agreement”) with Dawson James Securities, Inc. (the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:

UNDERWRITING AGREEMENT
Underwriting Agreement • March 7th, 2013 • Oculus Innovative Sciences, Inc. • Surgical & medical instruments & apparatus • New York
AT THE MARKET OFFERING AGREEMENT
At the Market Offering Agreement • December 23rd, 2022 • Sonoma Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
SONOMA PHARMACEUTICALS, INC. Common Stock (par value $0.0001 per share) At Market Issuance Sales Agreement
At Market Issuance Sales Agreement • December 8th, 2017 • Sonoma Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

Sonoma Pharmaceuticals, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”), with B. Riley FBR, Inc. (the “Agent”), as follows:

CONFIDENTIAL Hoji Alimi President & Chief Executive Officer Oculus Innovative Sciences Inc. 1129 North McDowell Blvd. Petaluma, CA 94954 Dear Mr. Alimi:
Placement Agent Agreement • March 28th, 2008 • Oculus Innovative Sciences, Inc. • Surgical & medical instruments & apparatus • New York

This letter (the “Agreement”) constitutes the agreement between Rodman & Renshaw, LLC (“Rodman” or the “Placement Agent”) and Oculus Innovative Sciences Inc. (the “Company”), that Rodman shall serve as the exclusive placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of registered securities (the “Securities”) of the Company, including shares (the “Shares”) of the Company’s common stock, par value $.0001 per share (the “Common Stock”) and warrants to purchase shares of Common Stock. The terms of such Placement and the Securities shall be mutually agreed upon by the Company and the purchasers (each, a “Purchaser” and collectively, the “Purchasers”) and nothing herein constitutes that Rodman would have the power or authority to bind the Company or any Purchaser or an obligation for the Company to issue any Securities or complete the Placement. This Agreement and the documents executed and delivered by the Comp

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 13th, 2023 • Sonoma Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of [____], 2023, between Sonoma Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

Sonoma Pharmaceuticals, Inc. Shares of Common Stock (par value, $0.0001 per share) EQUITY DISTRIBUTION AGREEMENT
Equity Distribution Agreement • December 18th, 2023 • Sonoma Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

Sonoma Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes to issue and sell through Maxim Group LLC, as exclusive sales agent (the “Agent”), shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”), with the Common Stock subject to this Equity Distribution Agreement (this “Agreement”) being referred to herein as the “Shares”, on terms set forth herein and subject to the limitations set forth in Section 2 hereof. The Shares consist entirely of authorized but unissued shares of Common Stock to be issued and sold by the Company.

WARRANT AGENCY AGREEMENT
Warrant Agency Agreement • November 21st, 2018 • Sonoma Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware

WARRANT AGENCY AGREEMENT, dated as of November 21, 2018 (“Agreement”), among Sonoma Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and Computershare, Inc., a Delaware corporation, and its wholly-owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company (collectively, the “Warrant Agent”).

FORM OF COMMON STOCK PURCHASE WARRANT oculus innovative sciences, inc.
Common Stock Purchase Warrant • April 25th, 2012 • Oculus Innovative Sciences, Inc. • Surgical & medical instruments & apparatus

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after October __, 2012 (the “Initial Exercise Date”) and on or prior to the close of business on October __, 2014 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Oculus Innovative Sciences, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

FORM OF REPRESENTATIVE’S WARRANT AGREEMENT
Representative’s Warrant Agreement • March 7th, 2013 • Oculus Innovative Sciences, Inc. • Surgical & medical instruments & apparatus • New York

THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.

FORM OF SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 28th, 2008 • Oculus Innovative Sciences, Inc. • Surgical & medical instruments & apparatus • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of March 27, 2008, between Oculus Innovative Sciences, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

OCULUS INNOVATIVE SCIENCES, INC. Common Stock (par value $0.0001 per share) At- the-Market Issuance Sales Agreement
At-the-Market Issuance Sales Agreement • April 2nd, 2014 • Oculus Innovative Sciences, Inc. • Surgical & medical instruments & apparatus • New York

Oculus Innovative Sciences, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”), with MLV & Co. LLC (“MLV”), as follows:

PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • November 29th, 2019 • Sonoma Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

This letter (this “Agreement”) constitutes the agreement between Sonoma Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and Dawson James Securities, Inc. (“Dawson”) pursuant to which Dawson shall serve as the placement agent (the “Placement Agent”) (the “Services”), for the Company, on a reasonable “best efforts” basis, in connection with the proposed offer and placement (the “Offering”) by the Company of its Securities (as defined Section 3 of this Agreement). The Company expressly acknowledges and agrees that Dawson’s obligations hereunder are on a reasonable “best efforts” basis only and that the execution of this Agreement does not constitute a commitment by Dawson to purchase the Securities and does not ensure the successful placement of the Securities or any portion thereof or the success of Dawson placing the Securities.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 26th, 2014 • Oculus Innovative Sciences, Inc. • Surgical & medical instruments & apparatus • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of February 21, 2014, between Oculus Innovative Sciences, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 25th, 2012 • Oculus Innovative Sciences, Inc. • Surgical & medical instruments & apparatus • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of April 22, 2012, between Oculus Innovative Sciences, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

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OCULUS INNOVATIVE SCIENCES, INC. UNDERWRITING AGREEMENT January 20, 2015
Underwriting Agreement • January 26th, 2015 • Oculus Innovative Sciences, Inc. • Surgical & medical instruments & apparatus • New York

Oculus Innovative Sciences, Inc., a Delaware corporation (the “Company”), agrees, subject to the terms and conditions set forth herein, with each of the underwriters listed on Schedule A hereto (collectively, the “Underwriters”), for whom Maxim Group LLC is acting as representative (in such capacity, the “Representative”), to sell and issue to the Underwriters an aggregate of 6,250,000 shares (the “Shares”) of common stock, par value $0.0001 per share, of the Company (the “Common Stock”), together with 4,687,500 warrants to purchase an aggregate of 4,687,500 shares of Common Stock at an exercise price equal to $1.30 per share (each a “Warrant” and collectively, the “Warrants”). Each Share shall be sold together with 0.75 of a Warrant to purchase one additional share of Common Stock and the Shares and Warrants shall be separately transferable immediately upon issuance. The offering and sale of Shares and Warrants contemplated by this underwriting agreement (this “Agreement”) is referred

LOAN AND SECURITY AGREEMENT Dated as of June 29, 2011 between OCULUS INNOVATIVE SCIENCES, INC., a Delaware corporation, as “Borrower”, and VENTURE LENDING & LEASING VI, INC., a Maryland corporation, as “Lender”
Loan and Security Agreement • July 6th, 2011 • Oculus Innovative Sciences, Inc. • Surgical & medical instruments & apparatus • California

The Borrower and Lender identified on the cover page of this document have entered or anticipate entering into one or more transactions pursuant to which Lender agrees to make available to Borrower a loan facility governed by the terms and conditions set forth in this document and one or more Supplements executed by Borrower and Lender which incorporate this document by reference. Each Supplement constitutes a supplement to and forms part of this document, and will be read and construed as one with this document, so that this document and the Supplement constitute a single agreement between the parties (collectively referred to as this “Agreement”).

COMMON STOCK PURCHASE WARRANT OCULUS INNOVATIVE SCIENCES, INC.
Warrant Agreement • January 26th, 2015 • Oculus Innovative Sciences, Inc. • Surgical & medical instruments & apparatus • New York

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Dawson James Securities, Inc. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date that is 180 days from the effective date of the Registration Statement (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the effective date of the Registration Statement No. 333-200461 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Oculus Innovative Sciences, Inc., a Delaware corporation (the “Company”), up to 78,125 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 13th, 2007 • Oculus Innovative Sciences, Inc. • Surgical & medical instruments & apparatus

This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 7, 2007, between Oculus Innovative Sciences, Inc., a Delaware corporation (the “Company”) and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

COMMON STOCK PURCHASE WARRANT oculus innovative sciences, inc.
Common Stock Purchase Warrant • February 26th, 2014 • Oculus Innovative Sciences, Inc. • Surgical & medical instruments & apparatus

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Dawson James Securities, Inc. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after February 26, 2014 (the “Initial Exercise Date”) and on or prior to the close of business on May 3, 2016 (the “Termination Date”), but not thereafter, to subscribe for and purchase from Oculus Innovative Sciences, Inc., a Delaware corporation (the “Company”), up to 69,037 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued by the Company as of the date hereof pursuant to Section A.2 of the Engagement Letter entered into by and between the Company and Dawson James Securities, Inc., dated as of February 21, 2014.

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Lease Agreement • November 8th, 2012 • Oculus Innovative Sciences, Inc. • Surgical & medical instruments & apparatus
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • June 21st, 2023 • Sonoma Pharmaceuticals, Inc. • Pharmaceutical preparations • Colorado

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between Amy Trombly (the “Executive”), and Sonoma Pharmaceuticals, Inc., a Delaware corporation (the “Corporation”), as of June 16, 2023 (the “Effective Date”). This Agreement replaces that certain employment agreement dated as of July 22, 2022, and entered into by and between the Executive and the Corporation.

OCULUS INNOVATIVE SCIENCES, INC. and COMPUTERSHARE INC. and Computershare TRUST COMPANY, N.A. WARRANT AGREEMENT Dated as of March 18, 2016
Warrant Agreement • March 18th, 2016 • Oculus Innovative Sciences, Inc. • Surgical & medical instruments & apparatus • Delaware

THIS WARRANT AGREEMENT (this “Agreement”), dated as of March 18, 2016 is by and between Oculus Innovative Sciences, Inc., a Delaware corporation (the “Company”), and Computershare Inc., a Delaware corporation, and its wholly-owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company, collectively as warrant agent (the “Warrant Agent”, also collectively referred to herein as the “Transfer Agent,” and subject to the appointment of a successor Warrant Agent pursuant to Section 7.3.).

4,025,000 Shares OCULUS INNOVATIVE SCIENCES, INC. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • January 3rd, 2007 • Oculus Innovative Sciences, Inc. • Surgical & medical instruments & apparatus • California

Roth Capital Partners, LLC As Representative of the Several Underwriters named in Schedule I hereto 24 Corporate Plaza Newport Beach, CA 92660

EMPLOYMENT AGREEMENT
Employment Agreement • June 25th, 2013 • Oculus Innovative Sciences, Inc. • Surgical & medical instruments & apparatus • California

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between Jim Schutz (the “Executive”), and Oculus Innovative Sciences, Inc., a Delaware corporation (the “Corporation”), as of June 20, 2013 (the “Effective Date”). This Agreement replaces that certain employment agreement dated as of January 1, 2004 and entered into by and between the Executive and the Corporation.

dated as of October 18, 2016 between OCULUS INNOVATIVE SCIENCES, INC. and COMPUTERSHARE INC., as Rights Agent
Section 382 Rights Agreement • October 21st, 2016 • Oculus Innovative Sciences, Inc. • Pharmaceutical preparations • Delaware
Contract
Purchase Warrant Agreement • November 29th, 2019 • Sonoma Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING NOVEMBER 26, 2019 (THE “EFFECTIVE DATE”) TO ANYONE OTHER THAN (I) DAWSON JAMES SECURITIES, INC. OR A PLACEMENT AGENT OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING FOR WHICH THIS WARRANT WAS ISSUED TO THE PLACEMENT AGENT AS CONSIDERATION (“OFFERING”), OR (II) A BONA FIDE OFFICER OR PARTNER OF DAWSON JAMES SECURITIES, INC. OR OF ANY SUCH PLACEMENT AGENT OR SELECTED DEALER.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 6th, 2018 • Sonoma Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of March 1, 2018, between Sonoma Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the purchaser identified on the signature page hereto (including its successors and assigns, the “Purchaser”).

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