PLACEMENT AGENCY AGREEMENT December 8, 2011Placement Agency Agreement • December 9th, 2011 • Oxygen Biotherapeutics, Inc. • Services-commercial physical & biological research • New York
FORM OF SECURITIES PURCHASE AGREEMENTForm of Securities Purchase Agreement • December 9th, 2011 • Oxygen Biotherapeutics, Inc. • Services-commercial physical & biological research • New York
SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of December 8, 2011, by and among Oxygen Biotherapeutics, Inc., a Delaware corporation, with headquarters located at ONE Copley Parkway, Suite 490, Morrisville, NC 27560 (the "Company"), and the investors listed on the Schedule of Buyers attached hereto (individually, a "Buyer" and collectively, the "Buyers").
OXYGEN BIOTHERAPEUTICS, INC. December [__], 2011Oxygen Biotherapeutics, Inc. • December 9th, 2011 • Services-commercial physical & biological research • New York
This Lock-Up Agreement is being delivered to you in connection with the Securities Purchase Agreement (the "Purchase Agreement"), dated as of December 6, 2011 by and among Oxygen Biotherapeutics, Inc. (the "Company") and the investors party thereto (the "Buyers"), with respect to the issuance of (i) Series A Convertible Preferred Shares of the Company (the "Preferred Shares") convertible or redeemable into shares of common stock, par value $0.0001 per share, of the Company (the "Common Stock") and (ii) warrants which will be exercisable to purchase shares of Common Stock. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement.
