0001193125-04-050311 Sample Contracts

EMPLOYMENT AGREEMENT SHARON ELLIS
Employment Agreement • March 26th, 2004 • Oxis International Inc • Pharmaceutical preparations • Oregon

This Employment Agreement (“Agreement”), is entered into as of June 1, 2003 by and between OXIS International, Inc., its affiliated, related, parent or subsidiary corporations (the “Company”) located at 6040 N. Cutter Circle, Suite 317, Portland, OR 97217-3935, and Sharon Ellis (“Executive”) residing in Portland, OR (collectively, the “parties”).

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OXIS INTERNATIONAL, INC. NOTE AND WARRANT PURCHASE AGREEMENT
Note and Warrant Purchase Agreement • March 26th, 2004 • Oxis International Inc • Pharmaceutical preparations • Oregon

THIS NOTE AND WARRANT PURCHASE AGREEMENT (this “Agreement”) is made as of January 14, 2004 by and among OXIS International, Inc., a Delaware corporation (the “Company”), and the investors listed on Exhibit A hereto, each of which is herein referred to as an “Investor.”

OXIS INTERNATIONAL, INC. SUBSCRIPTION AGREEMENT
Subscription Agreement • March 26th, 2004 • Oxis International Inc • Pharmaceutical preparations • Oregon

THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is entered into as of , 2 (the “Effective Date”), by and between OXIS International, Inc., a Delaware corporation (“OXIS” or the “Corporation”), and (the “Investor”).

EXHIBIT C
Warrant Purchase Agreement • March 26th, 2004 • Oxis International Inc • Pharmaceutical preparations • Delaware

THIS WARRANT AND THE SHARES PURCHASABLE HEREUNDER HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR QUALIFICATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

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