0001193125-04-051964 Sample Contracts

Contract
Insite Vision Inc • March 29th, 2004 • 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 “SECURITIES 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 SECURITIES ACT OR UNLESS SOLD IN FULL COMPLIANCE WITH RULE 144 UNDER THE SECURITIES ACT.

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SUBSCRIPTION AGREEMENT
Subscription Agreement • March 29th, 2004 • Insite Vision Inc • Pharmaceutical preparations • New York

This SUBSCRIPTION AGREEMENT (this “Agreement”) made as of the date set forth on the signature page hereof between INSITE VISION INCORPORATED, a Delaware corporation having a place of business at 965 Atlantic Avenue, Alameda, California 94501 (the “Company”) and the undersigned (each, a “Subscriber” and collectively, the “Subscribers”).

February 12, 2004
Placement Agent Agreement • March 29th, 2004 • Insite Vision Inc • Pharmaceutical preparations • New York
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