0001144204-06-042202 Sample Contracts

Contract
Insite Vision Inc • October 13th, 2006 • Pharmaceutical preparations • New York

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAW. THIS WARRANT AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE PLEDGED, TRANSFERRED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR DELIVERY OF AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE WITH THE ACT OR UNLESS SOLD IN FULL COMPLIANCE WITH RULE 144 UNDER THE ACT.

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SUBSCRIPTION AGREEMENT
Subscription Agreement • October 13th, 2006 • Insite Vision Inc • Pharmaceutical preparations • New York

This SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of August 2, 2006 by and among InSite Vision Incorporated, a Delaware corporation (the “Company”), and each of the subscribers set forth on Schedule 1 hereto (each a “Subscriber” and collectively, the “Subscribers”).

FIRST AMENDMENT TO SUBSCRIPTION AGREEMENT
To Subscription Agreement • October 13th, 2006 • Insite Vision Inc • Pharmaceutical preparations • New York

This first amendment (the “Amendment”) to Subscription Agreement, dated as of August 2, 2006 (the “Agreement”), by and among InSite Vision Incorporated, a Delaware corporation (the “Company”), and each of the subscribers (collectively, the “Subscribers”) set forth on Schedule 1 thereto is hereby made as of August 8, 2006, by and among the Company and each of the Subscribers. All capitalized terms not defined herein shall have the meanings ascribed to them in the Agreement (as amended hereby).

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