0001354488-11-002180 Sample Contracts

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Restricted Stock Agreement • July 15th, 2011 • Oxygen Biotherapeutics, Inc. • Services-commercial physical & biological research • North Carolina

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), is made as of May 13, 2011 (the “Effective Date”) by and between Oxygen Biotherapeutics, Inc., a Delaware corporation, with its principal place of business in North Carolina (the “Company”), and Christian J. Stern (the “Executive”).

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • July 15th, 2011 • Oxygen Biotherapeutics, Inc. • Services-commercial physical & biological research • North Carolina

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), is made as of May 19, 2011 (the “Effective Date”) by and between Oxygen Biotherapeutics, Inc., a Delaware corporation, with its principal place of business in North Carolina (the “Company”), and Michael B. Jebsen (the “Executive”).

RESIGNATION OF EMPLOYMENT AND CONSULTING AGREEMENT
Resignation of Employment and Consulting Agreement • July 15th, 2011 • Oxygen Biotherapeutics, Inc. • Services-commercial physical & biological research

THIS RESIGNATION OF EMPLOYMENT AND CONSULTING AGREEMENT (“Agreement”) is made and entered into by Richard M. Kiral (“Kiral”) and Oxygen Biotherapeutics Inc. (the “Corporation”). Throughout this Agreement, the Corporation and Kiral may be collectively referred to as “the parties.”

FORM OF INDEMNIFICATION AGREEMENT
Form of Indemnification Agreement • July 15th, 2011 • Oxygen Biotherapeutics, Inc. • Services-commercial physical & biological research • Delaware

This Indemnification Agreement, dated as of _______________ (this “Agreement”), is made by and between Oxygen Biotherapeutics, Inc., a Delaware corporation (the “Company”), and _____________(“Indemnitee”).

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