0001354488-13-000838 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 25th, 2013 • Oxygen Biotherapeutics, Inc. • Services-commercial physical & biological research

This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 22, 2013, between Oxygen Biotherapeutics, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

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PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • February 25th, 2013 • Oxygen Biotherapeutics, Inc. • Services-commercial physical & biological research • New York
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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 25th, 2013 • Oxygen Biotherapeutics, Inc. • Services-commercial physical & biological research • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of February 22, 2013, between Oxygen Biotherapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

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WARRANT EXCHANGE AGREEMENT
Warrant Exchange Agreement • February 25th, 2013 • Oxygen Biotherapeutics, Inc. • Services-commercial physical & biological research • New York

This WARRANT EXCHANGE AGREEMENT (this “Agreement”), is dated as of February 21, 2013, by and between Oxygen Biotherapeutics, Inc., a Delaware corporation (the “Company”), and [____________] (the “Holder”).

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