0000109657-06-000072 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 26th, 2006 • Oxis International Inc • Pharmaceutical preparations

This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 25, 2006, among Oxis International, Inc., a Delaware corporation (the “Company”) and the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 26th, 2006 • Oxis International Inc • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of October 25, 2006 among Oxis International, 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”).

SECURITY AGREEMENT
Security Agreement • October 26th, 2006 • Oxis International Inc • Pharmaceutical preparations • New York

This SECURITY AGREEMENT, dated as of October 25, 2006 (this “Agreement”), is among Oxis International, Inc., a Delaware corporation (the “Company”), the Subsidiaries of the Company signatory hereto (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s Original Issue Discount Secured Convertible Debentures due October 25, 2008 and issued on October 25, 2006 in the original aggregate principal amount of $[_____ (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).

SERIES A/B/C/D/E] COMMON STOCK PURCHASE WARRANT OXIS INTERNATIONAL, INC.
Security Agreement • October 26th, 2006 • Oxis International Inc • Pharmaceutical preparations

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (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 ___1 (the “Initial Exercise Date”) and on or prior to the close of business on the ___2 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Oxis International, Inc., a Delaware corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of common stock, par value $.001 per share, of the Company (the “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).

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