0001019687-12-003828 Sample Contracts

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • November 1st, 2012 • Oculus Innovative Sciences, Inc. • Surgical & medical instruments & apparatus • California

This Stock Purchase Agreement (this “Agreement”) is dated as of October 30, 2012, by and between Oculus Innovative Sciences, Inc., a Delaware corporation with an address of 1129 North McDowell Blvd. Petaluma, CA 94954 (the “Company”) on the one hand, and Venture Lending & Leasing V, LLC, a Delaware limited liability company (“LLC5”) and Venture Lending & Leasing VI, LLC, a Delaware limited liability company (“LLC6”) (together with LLC5, collectively referred to as “WTI” ), each with a respective address of 104 La Mesa Drive, Suite 102, Portola Valley, California, 94028, on the other hand.

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Venture Lending & Leasing V, Inc.
Loan and Security Agreement • November 1st, 2012 • Oculus Innovative Sciences, Inc. • Surgical & medical instruments & apparatus

Reference is made to the Loan and Security Agreement, dated as of May 1, 2010 (as the same has been and may be amended, supplemented, extended, renewed or otherwise modified from time to time, the “Loan Agreement”), and the Supplement thereto of even date therewith (as the same has been and may be amended, supplemented, extended, renewed or otherwise modified from time to time, the “Supplement”), both between Oculus Innovative Sciences, Inc. (“Borrower”) and Venture Lending & Leasing V, Inc. (“Lender”). All capitalized terms not otherwise defined in this letter have the meanings ascribed thereto in the Loan Agreement and Supplement, as applicable.

Venture Lending & Leasing VI, Inc.
Loan and Security Agreement • November 1st, 2012 • Oculus Innovative Sciences, Inc. • Surgical & medical instruments & apparatus

Reference is made to the Loan and Security Agreement, dated as of June 29, 2011 (as the same has been and may be amended, supplemented, extended, renewed or otherwise modified from time to time, the “Loan Agreement”), and the Supplement thereto of even date therewith (as the same has been and may be amended, supplemented, extended, renewed or otherwise modified from time to time, the “Supplement”), both between Oculus Innovative Sciences, Inc. (“Borrower”) and Venture Lending & Leasing VI, Inc. (“Lender”). All capitalized terms not otherwise defined in this letter have the meanings ascribed thereto in the Loan Agreement and Supplement, as applicable.

October 29, 2012 Robert Grundstein Sabby Healthcare Volatility Master Fund, Ltd. Sabby Volatility Warrant Master Fund, Ltd. c/o Sabby Management, LLC
Side Letter Agreement • November 1st, 2012 • Oculus Innovative Sciences, Inc. • Surgical & medical instruments & apparatus
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