0001140361-08-022955 Sample Contracts

SECOND AMENDING AGREEMENT
Second Amending Agreement • October 9th, 2008 • OccuLogix, Inc. • Surgical & medical instruments & apparatus • Delaware

THIS SECOND AMENDING AGREEMENT (this “Agreement”) is made and entered into as of October 6, 2008 by and among OccuLogix, Inc., a Delaware corporation (“Parent”), OcuSense Acquireco, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and OcuSense, Inc., a Delaware corporation (the “Company”).

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SECOND AMENDING AGREEMENT
Second Amending Agreement • October 9th, 2008 • OccuLogix, Inc. • Surgical & medical instruments & apparatus • New York

THIS SECOND AMENDING AGREEMENT (this “Agreement”), dated as of October 1, 2008, is made by and among OccuLogix, Inc. (the “Company”), a Delaware corporation with executive offices located at 2600 Skymark Avenue, Building 9, Suite 201, Mississauga, Ontario, L4W 5B2, Marchant Securities Inc. (the “Agent”), an Ontario corporation with offices located at 100 York Boulevard, Suite 404, Richmond Hill, Ontario, L4B 1J8, and the investors listed on the Schedule of Investors attached hereto as Exhibit A (individually, an “Investor” and, collectively, the “Investors”).

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