0001193125-10-061343 Sample Contracts

AMENDMENT No. 1 TO EXCLUSIVE LICENSE AGREEMENT
Exclusive License Agreement • March 19th, 2010 • Oxygen Biotherapeutics, Inc. • Services-commercial physical & biological research

This Amendment No. 1 to Exclusive License Agreement (“Amendment”) is made and entered into as of November 20,2009 by and between Oxygen Biotherapeutics, Inc., successor to Synthetic Blood Institute, including its directors, officers, employees and agents (“OBI” or “Licensee”) and Virginia Commonwealth University Intellectual Property Foundation, including its directors, officers, employees and agents ( “Licensor”).

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AMENDMENT - COMMON STOCK PURCHASE WARRANT
Common Stock Purchase Warrant • March 19th, 2010 • Oxygen Biotherapeutics, Inc. • Services-commercial physical & biological research

This Amendment to the Common Stock Purchase Warrant identified at the foot of this Amendment (the “Warrant”), is made and entered into this day of , 2008, by and between Oxygen Biotherapeutics, Inc., a Delaware corporation and formerly Synthetic Blood International, Inc. (the “Company”), and the Holder of the Warrant whose signature appears at the foot of this Amendment. Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to such terms in the Warrant.

WAIVER – CONVERTIBLE NOTE
Waiver • March 19th, 2010 • Oxygen Biotherapeutics, Inc. • Services-commercial physical & biological research

This Waiver is given with respect to the Convertible Note Due January 2013 identified at the foot of this Waiver (the “Note”), by the person whose signature appears at the foot of this Waiver, who is the holder of the Note (the “Holder”), to Oxygen Biotherapeutics, Inc., a Delaware corporation (the “Company”). The Company is the successor to Synthetic Blood International, Inc., a New Jersey corporation, which originally issued the Note. Capitalized terms used herein that are not otherwise defined shall have the meaning ascribed to such terms in the Warrant.

AMENDMENT NO. 2 to the Exclusive License Agreement between VIRGINIA COMMONWEALTH UNIVERSITY INTELLECTUAL PROPERTY FOUNDATION and OXYGEN BIOTHERAPEUTICS, INC.
Exclusive License Agreement • March 19th, 2010 • Oxygen Biotherapeutics, Inc. • Services-commercial physical & biological research

Whereas, Virginia Commonwealth University Intellectual Property Foundation (LICENSOR) and Oxygen Biotherapeutics, Inc. (LICENSEE, formally Synthetic Blood International, Inc.) are parties to an Exclusive License Agreement entered into on May 21st, 2008;

SUPPLY AGREEMENT with Exfluor Research Corporation
Supply Agreement • March 19th, 2010 • Oxygen Biotherapeutics, Inc. • Services-commercial physical & biological research • North Carolina

This Agreement, effective as of November 12, 2009 (the “Effective Date”), is entered by and between Oxygen Biotherapeutics, Inc., having its principal place of business at 2530 Meridian Pkwy, Suite 3078, Durham, North Carolina 27713 USA (“OBI”) and Exfluor Research Corporation with an address at 2350 Double Creek Dr., Round Rock, TX 78664 (“Company”).

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