Consent to Expand Size of Offering of Notes and Warrants Sample Contracts

INSITE VISION INCORPORATED CONSENT TO EXPAND SIZE OF OFFERING OF NOTES AND WARRANTS
Consent to Expand Size of Offering of Notes and Warrants • February 10th, 2006 • Insite Vision Inc • Pharmaceutical preparations

WHEREAS, pursuant to that certain confidential private offering memorandum, dated December 27, 2005 (the “Memorandum”), of InSite Vision Incorporated (the “Company”) and pursuant to those certain subscription agreements, dated as of December 30, 2005 (the “Subscription Agreements”), by and between the Company and each of the investors (the “Investors”) thereto, the Company offered and sold $4.3 million aggregate principal amount of senior secured promissory notes (the “Notes”) and warrants (“Warrants”) to purchase 860,000 shares of Common Stock of the Company (the “Offering);

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