0000893220-09-000316 Sample Contracts

BIOCODE-HYCEL FRANCE S.A. and BH Holdings AGREEMENT FOR THE SALE OF A BUSINESS AS A GOING CONCERN
Agreement for the Sale of a Business as a Going Concern • February 17th, 2009 • Escalon Medical Corp • Electromedical & electrotherapeutic apparatus
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COMMON STOCK PURCHASE WARRANT To Purchase ___ Shares of Common Stock of Escalon Medical Corp.
Securities Agreement • February 17th, 2009 • Escalon Medical Corp • Electromedical & electrotherapeutic apparatus

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 the day beginning 181 days after the date of the Purchase Agreement (the “Initial Exercise Date”) and on or prior to the fifth anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Escalon Medical Corp., a Pennsylvania corporation (the “Company”), up to ___ shares (the “Warrant Shares”) of Common Stock, par value $0.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock (the “Exercise Price”) under this Warrant shall be $___, subject to adjustment hereunder. The Exercise Price and the number of Warrant Shares for which the Warrant is exercisable shall be subject to adjustment as provided herein. Capitalized terms used and not otherwise defi

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 17th, 2009 • Escalon Medical Corp • Electromedical & electrotherapeutic apparatus

This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 20, 2008, by and among Escalon Medical Corp., a Pennsylvania corporation (the “Company”), and the purchasers signatory hereto (each such purchaser, a “Purchaser” and collectively, the “Purchasers”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 17th, 2009 • Escalon Medical Corp • Electromedical & electrotherapeutic apparatus • Pennsylvania

This Securities Purchase Agreement (this “Agreement”) is dated as of November 20, 2008, among Escalon Medical Corp., a Pennsylvania corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”); and

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