0000950134-06-017848 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • September 18th, 2006 • Oculus Innovative Sciences, Inc. • Surgical & medical instruments & apparatus • Delaware

This Indemnification Agreement (the “Agreement”), is dated as of , 2006, between Oculus Innovative Sciences, Inc., a Delaware corporation (the “Corporation”), and (“Indemnitee”).

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Contract
Partnership Interest Purchase Option Agreement • September 18th, 2006 • Oculus Innovative Sciences, Inc. • Surgical & medical instruments & apparatus

PARTNERSHIP INTEREST PURCHASE OPTION AGREEMENT entered into by Oculus Innovative Sciences, Inc., hereby represented by James Schutz (hereinafter referred to as “OIS”) and on the other side by Mr. Javier Orozco Gutierrez on his own right (hereinafter referred to as “JO”), under the following Background, Declarations and Clauses:

Contract
Consignment Agreement • September 18th, 2006 • Oculus Innovative Sciences, Inc. • Surgical & medical instruments & apparatus

MERCANTILE CONSIGNMENT AGREEMENT entered into by Oculus Technologies de Mexico, S.A. de C.V., as Consignor, hereby represented by Everardo Garibay (hereinafter referred to as “OTM”); and on other side by Quimica Pasteur, S. de R. L., as Consignee, represented by Javier Orozco Gutierrez (hereinafter referred to as “QP”); and on the other side by Mr. Francisco Javier Orozco Gutierrez, acting on his own behalf as “Surety” (hereinafter indistinctively referred to as “Surety” or “JO”), in accordance with the following Background, Declarations and Clauses.

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • September 18th, 2006 • Oculus Innovative Sciences, Inc. • Surgical & medical instruments & apparatus • California

This Stock Purchase Agreement (the “Agreement”) is entered into as of this [16] day June, 2005, by and between Oculus Innovative Sciences, Inc., a California corporation (“Oculus”), on the one hand, and Quimica Pasteur, S de R.L. (“QP”), Francisco Javier Orozco Gutierrez (“JO”) and Jorge Paulino Hermosillo Martin (“JH”) (JO and JH are each referred to sometimes herein as a “Purchaser” and collectively as the “Purchasers”).

Contract
Framework Agreement • September 18th, 2006 • Oculus Innovative Sciences, Inc. • Surgical & medical instruments & apparatus

FRAMEWORK AGREEMENT entered into by Mr. Javier Orozco Gutierrez in his own right (hereinafter referred to as “JO”); Quimica Pasteur, S. de R.L., represented in this act by this legal representative, Mr. Javier Orozco Gutierrez (hereinafter referred to as “QP”); Mr. Jorge Paulino Hermosillo Martin in his own right (hereinafter referred to as “JH”); on other side Oculus Innovative Sciences, Inc., represented in this act by James Schutz (hereinafter referred to as “OIS”); and finally on other side Oculus Technologies de Mexico, S.A. de C.V., represented in this act by Mr. Everardo Garibay (hereinafter referred to as “OTM”), in accordance with the following Background, Whereas and Clauses:

AMENDMENT NO. 3 TO LEASE
Lease • September 18th, 2006 • Oculus Innovative Sciences, Inc. • Surgical & medical instruments & apparatus

This Amendment No. 3 To Lease is made and entered into as of August 23, 2006, by and between RNM Lakeville, LLC, a Delaware limited liability company (successor to RNM Lakeville, L.P.) (“Landlord”), and Oculus Innovative Sciences, Inc. (f/k/a MicroMed Laboratories, Inc.), a California corporation (“Tenant”).

FORM OF PROMISSORY NOTE [Working Capital Loans]
Promissory Note • September 18th, 2006 • Oculus Innovative Sciences, Inc. • Surgical & medical instruments & apparatus

This Note is one of the Notes referred to in, and is entitled to all the benefits of, a Loan and Security Agreement dated as of June 14, 2006, between Borrowers and Lender (the “Loan Agreement”). Each capitalized term not otherwise defined herein shall have the meaning set forth in the Loan Agreement. The Loan Agreement contains provisions for the acceleration of the maturity of this Note upon the happening of certain stated events.

FORM OF PROMISSORY NOTE [Equipment and Soft Cost Loans]
Promissory Note • September 18th, 2006 • Oculus Innovative Sciences, Inc. • Surgical & medical instruments & apparatus

This Note is one of the Notes referred to in, and is entitled to all the benefits of, a Loan and Security Agreement dated as of June 14, 2006, between Borrowers and Lender (the “Loan Agreement”). Each capitalized term not otherwise defined herein shall have the meaning set forth in the Loan Agreement. The Loan Agreement contains provisions for the acceleration of the maturity of this Note upon the happening of certain stated events.

FORM OF PROMISSORY NOTE [Growth Capital Loans]
Promissory Note • September 18th, 2006 • Oculus Innovative Sciences, Inc. • Surgical & medical instruments & apparatus

This Note is one of the Notes referred to in, and is entitled to all the benefits of, a Loan and Security Agreement dated as of June 14, 2006, between Borrowers and Lender (the “Loan Agreement”). Each capitalized term not otherwise defined herein shall have the meaning set forth in the Loan Agreement. The Loan Agreement contains provisions for the acceleration of the maturity of this Note upon the happening of certain stated events.

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