UNDERWRITING AGREEMENT By and between OCULUS INNOVATIVE SCIENCES, INC. and DAWSON JAMES SECURITIES, INC., as Representative of the Several Underwriters UNDERWRITING AGREEMENTUnderwriting 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:
COMMON SHARE PURCHASE WARRANT OCULUS INNOVATIVE SCIENCES, INC.Oculus Innovative Sciences, Inc. • June 21st, 2016 • Surgical & medical instruments & apparatus • New York
THIS COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received ____________ or his 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 180 days from the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on March 31, 2019 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Oculus Innovative Sciences, Inc. (the “Company”), up to _____ shares of the Company’s common stock (the “Common Stock”) (as subject to adjustment hereunder, the “Warrant Shares”). 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 pursuant to that certain Financial Advisory Agreement, dated as of March 31, 2016, between the Company and Dawson James Securities, Inc. (the “Financial Agreement”).
SONOMA PHARMACEUTICALS, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [•], 20__ Debt Securities INDENTUREIndenture • 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”):
SONOMA PHARMACEUTICALS, INC. Common Stock (par value $0.0001 per share) At Market Issuance Sales AgreementSonoma Pharmaceuticals, Inc. • December 8th, 2017 • 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:
SECURITIES PURCHASE AGREEMENTSecurities 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”).
WARRANT AGENCY AGREEMENTWarrant 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 AGREEMENTUnderwriting Agreement • March 7th, 2013 • Oculus Innovative Sciences, Inc. • Surgical & medical instruments & apparatus • New York
COMMON STOCK PURCHASE WARRANT oculus innovative sciences, inc.Oculus Innovative Sciences, Inc. • February 26th, 2014 • 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.
SECURITIES PURCHASE AGREEMENTSecurities 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”).
CONFIDENTIAL Hoji Alimi President & Chief Executive Officer Oculus Innovative Sciences Inc. 1129 North McDowell Blvd. Petaluma, CA 94954 Dear Mr. Alimi:Oculus Innovative Sciences, Inc. • March 28th, 2008 • 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
WARRANT AGENCY AGREEMENTWarrant 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 SECURITIES PURCHASE AGREEMENTForm of 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”).
Sonoma Pharmaceuticals, Inc. Shares of Common Stock (par value, $0.0001 per share) EQUITY DISTRIBUTION AGREEMENTEquity 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.
PLACEMENT AGENCY AGREEMENTPlacement 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.
AT THE MARKET OFFERING AGREEMENTThe Market Offering Agreement • December 23rd, 2022 • Sonoma Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
SECURITIES PURCHASE AGREEMENTSecurities 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 AGREEMENTSecurities 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”).
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”).
ContractCommon Stock Purchase Warrant • 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.
OCULUS INNOVATIVE SCIENCES, INC. and COMPUTERSHARE INC. and Computershare TRUST COMPANY, N.A. WARRANT AGREEMENT Dated as of March 18, 2016Warrant 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.).
REGISTRATION RIGHTS AGREEMENTRegistration 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”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment 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.
£ a site plan depicting the Project;Oculus Innovative Sciences, Inc. • November 8th, 2012 • Surgical & medical instruments & apparatus
4,025,000 Shares OCULUS INNOVATIVE SCIENCES, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting 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 AGREEMENTEmployment 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 AgentSection 382 Rights Agreement • October 21st, 2016 • Oculus Innovative Sciences, Inc. • Pharmaceutical preparations • Delaware
SECURITIES PURCHASE AGREEMENTSecurities 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”).
CONTINUOUS OFFERING PROGRAM AGREEMENTContinuous Offering Program Agreement • September 17th, 2010 • Oculus Innovative Sciences, Inc. • Surgical & medical instruments & apparatus • New York
Oculus Innovative Sciences, Inc., a corporation organized under the laws of Delaware (the “Company”), confirms its agreement (this “Agreement”) with Rodman & Renshaw, LLC (the “Manager”) as follows:
FUNDING AGREEMENTFunding Agreement • February 6th, 2014 • Oculus Innovative Sciences, Inc. • Surgical & medical instruments & apparatus • California
This Agreement (this “Agreement”), by and between Ruthigen, Inc., a Delaware corporation (“Ruthigen”), and Oculus Innovative Sciences, Inc., a Delaware corporation (“Oculus” and, together with Ruthigen, the “Parties” and each, a “Party”), is made and entered into this 31st day of January 2014.
OCULUS INNOVATIVE SCIENCES, INC. Common Stock (par value $0.0001 per share) At- the-Market Issuance Sales AgreementCommon Stock • 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:
DAWSON JAMES SECURITIES, INC. Boca Raton, Florida 33432Oculus Innovative Sciences, Inc. • July 9th, 2009 • Surgical & medical instruments & apparatus
This letter amends and clarifies the letter agreement between Oculus Innovative Sciences, Inc. (“Oculus”) and Dawson James Securities, Inc. (“DJSI”) dated April 10, 2009 (the “Engagement Letter”) as follows:
COMMON STOCK PURCHASE WARRANT OCULUS INNOVATIVE SCIENCES, INC.Oculus Innovative Sciences, Inc. • January 26th, 2015 • 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 31,250 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).
PURCHASE AGREEMENTPurchase Agreement • February 27th, 2009 • Oculus Innovative Sciences, Inc. • Surgical & medical instruments & apparatus • California
THIS PURCHASE AGREEMENT (“Agreement”) is made as of the 24th day of February, 2009 by and among Oculus Innovative Sciences, Inc., a Delaware corporation (the “Company”), and the Investors listed on Schedule A (each, an “Investor”).
Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed] ASSET PURCHASE AGREEMENTAsset Purchase Agreement • February 27th, 2020 • Sonoma Pharmaceuticals, Inc. • Pharmaceutical preparations
This ASSET PURCHASE AGREEMENT (the “Agreement”) is entered into by and between SONOMA PHARMACEUTICALS, inc., a Corporation under the laws of Delaware hereinafter referred to as “Seller” and MicroSafe Group DMCC, an organization under the laws of the United Arab Emirates, hereinafter referred to as “Buyer” (all Parties jointly referred to as the “Parties”) as of February 21, 2020 (the “Effective Date”).
Certain identified information has been excluded from the exhibit because it both (i) is not material and (ii) is the type that the company treats as private or confidential.] Exclusive Distribution and Supply AgreementDistribution and Supply Agreement • January 31st, 2023 • Sonoma Pharmaceuticals, Inc. • Pharmaceutical preparations
This Exclusive Distribution and Supply Agreement is entered into as of January 26, 2023 (the “Effective Date”) by and between Sonoma Pharmaceuticals, Inc., a Delaware corporation having a place of business at 5445 Conestoga Court, Unit 150, Boulder, Colorado 80301 (“Supplier”) and Daewoong Pharmaceutical Co., Ltd., a having a place of business at 12, Bongeunsa-ro 114-gil Gangnam-gu, Seoul, Republic of Korea (“Distributor”).
