0001181431-05-008665 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 10th, 2005 • Oxis International Inc • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this "Agreement") is dated as of December 30, 2004, among Oxis International, Inc., a Delaware 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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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 10th, 2005 • Oxis International Inc • Pharmaceutical preparations

This Registration Rights Agreement (this "Agreement") is made and entered into as of December 30, 2004, by and among OXIS International, Inc., a Delaware corporation (the "Company"), and the purchasers signatory hereto (each such purchaser, a "Purchaser" and collectively, the "Purchasers").

COMMON STOCK PURCHASE WARRANT To Purchase _[SPECIMEN]_ Shares of Common Stock of OXIS International, Inc.
Security Agreement • February 10th, 2005 • Oxis International Inc • Pharmaceutical preparations

THIS COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies that, for value received, _[SPECIMEN]_ (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 date hereof (the "Initial Exercise Date") and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the "Termination Date") but not thereafter, to subscribe for and purchase from OXIS International, Inc., a Delaware corporation (the "Company"), up to _[SPECIMEN]_ 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 under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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