0001181431-10-064175 Sample Contracts

FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT
Note Purchase Agreement • December 30th, 2010 • Oxygen Biotherapeutics, Inc. • Services-commercial physical & biological research • North Carolina

This First Amendment to NOTE PURCHASE Agreement (this "First Amendment") is made and dated as of December 29, 2010 by and among Oxygen Biotherapeutics, Inc., a Delaware corporation (the "Company"), and the purchasers (individually, a "Purchaser" and collectively, the "Purchasers") listed on Exhibit A to the Note Purchase Agreement dated as of October 12, 2010 (the "Agreement"). The Company and the Purchasers are collectively referred to herein as the "Parties." Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.

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