Exhibit 10.27

     

    REGISTRATION
RIGHTS AGREEMENT

     

     
   This Registration Rights Agreement (this “Agreement”) is made
and entered into as of August 7, 2007, between Oculus Innovative Sciences,
Inc., a Delaware corporation (the “Company”) and each of
the several purchasers signatory hereto (each such purchaser, a “Purchaser” and,
collectively, the “Purchasers”).

     

     
        This Agreement is made pursuant to the Securities
Purchase Agreement, dated as of the date hereof, between the Company and each
Purchaser (the “Purchase
Agreement”).

     

     
        The Company and each Purchaser hereby agrees as
follows:

     

     
   1. Definitions

     

     
        Capitalized terms used and not
otherwise defined herein that are defined in the Purchase Agreement shall have
the meanings given such terms in the Purchase Agreement. As used in this
Agreement, the following terms shall have the following meanings:

     

     
   “Advice” shall have
the meaning set forth in Section 6(d).

     

     
   “Effectiveness Date”
means, with respect to the Initial Registration Statement required to be filed
hereunder, the 90th calendar
day following the date hereof (or, in the event of a “full review” by the
Commission, the 120th calendar day following the date hereof) and with respect
to any additional Registration Statements which may be required pursuant to
Section 3(c), the 90th calendar day following the date on which an
additional Registration Statement is required to be filed hereunder; provided, however, that in the
event the Company is notified by the Commission that one or more of the above
Registration Statements will not be reviewed or is no longer subject to further
review and comments, the Effectiveness Date as to such Registration Statement
shall be the fifth Trading Day following the date on which the Company is so
notified if such date precedes the dates otherwise required above.

     

     
   “Effectiveness Period”
shall have the meaning set forth in Section 2(a).

     

     
   “Event” shall have the
meaning set forth in Section 2(b).

     

     
   “Event
Date” shall have the meaning set forth in Section 2(b).

     

     
   “Filing
Date” means, with respect to the Initial Registration Statement required
hereunder, the 30th calendar
day following the date hereof and, with respect to any additional Registration
Statements which may be required pursuant to Section 3(c), the earliest
practical date on which the Company is permitted by SEC Guidance to file such
additional Registration Statement related to the Registrable
Securities.

     

    
      
         


      

      
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   “Holder” or “Holders” means the
holder or holders, as the case may be, from time to time of Registrable
Securities.

     

     
   “Indemnified Party”
shall have the meaning set forth in Section 5(c).

     

     
   “Indemnifying Party”
shall have the meaning set forth in Section 5(c).

     

     
   “Initial
Registration Statement” means the initial Registration Statement filed
pursuant to this Agreement.

     

     
   “Initial
Shares” means a number of Registrable Securities equal to the lesser of
(i) the total number of Registrable Securities and (ii) one-third of
the number of issued and outstanding shares of Common Stock that are held by
non-affiliates of the Company on the day immediately prior to the filing date of
the Initial Registration Statement.

     

     
   “Losses” shall have
the meaning set forth in Section 5(a).

     

     
   “Plan of
Distribution” shall have the meaning set forth in
Section 2(a).

     

     
   “Prospectus” means the
prospectus included in a Registration Statement (including, without limitation,
a prospectus that includes any information previously omitted from a prospectus
filed as part of an effective registration statement in reliance upon
Rule 430A promulgated by the Commission pursuant to the Securities Act), as
amended or supplemented by any prospectus supplement, with respect to the terms
of the offering of any portion of the Registrable Securities covered by a
Registration Statement, and all other amendments and supplements to the
Prospectus, including post-effective amendments, and all material incorporated
by reference or deemed to be incorporated by reference in such
Prospectus.

     

     
   “Registrable
Securities” means (i) all Shares; (ii) all Warrant Shares
(assuming on the date of determination the Warrants are exercised in full
without regard to any exercise limitations therein), and (iii) any
securities issued or issuable upon any stock split, dividend or other
distribution, recapitalization or similar event with respect to the
foregoing.

     

     
   “Registration
Statement” means the registration statement required to be filed
hereunder and any additional registration statements contemplated by
Section 3(c), including (in each case) the Prospectus, amendments and
supplements to such registration statement or Prospectus, including pre- and
post-effective amendments, all exhibits thereto, and all material incorporated
by reference or deemed to be incorporated by reference in such registration
statement.

     

     
   “Rule 415” means
Rule 415 promulgated by the Commission pursuant to the Securities Act, as
such Rule may be amended or interpreted from time to time, or any similar rule
or regulation hereafter adopted by the Commission having substantially the same
purpose and effect as such Rule.
 

    
      
         


      

      
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   “Rule 424” means
Rule 424 promulgated by the Commission pursuant to the Securities Act, as
such Rule may be amended or interpreted from time to time, or any similar rule
or regulation hereafter adopted by the Commission having substantially the same
purpose and effect as such Rule.

     

     
   “Selling
Shareholder Questionnaire” shall have the meaning set forth in Section
3(a).

     

     
   “SEC
Guidance” means (i) any publicly-available written or oral guidance,
comments, requirements or requests of the Commission staff and (ii) the
Securities Act.

     

     
   2. Shelf
Registration

     

     
   (a) On or prior to each Filing Date, the Company shall prepare and
file with the Commission a Registration Statement covering the resale of all or
such maximum portion of the Registrable Securities as permitted by SEC Guidance
(provided that the Company shall use commercially reasonable efforts to advocate
with the Commission for the registration of all of the Registrable Securities in
accordance with the SEC Guidance, including without limitation, the Manual of
Publicly Available Telephone Interpretations D.29) that are not then registered
on an effective Registration Statement for an offering to be made on a
continuous basis pursuant to Rule 415. The Registration Statement shall be
on Form S-3 (except if the Company is not then eligible to register for resale
the Registrable Securities on Form S-3, in which case such registration shall be
on another appropriate form in accordance herewith) and shall contain (unless
otherwise directed by at least a 67% majority in interest of the Holders)
substantially the “Plan of Distribution”
attached hereto as Annex A. Subject to
the terms of this Agreement, the Company shall use commercially reasonable
efforts to cause a Registration Statement to be declared effective under the
Securities Act as promptly as possible after the filing thereof, but in any
event prior to the applicable Effectiveness Date, and shall use commercially
reasonable efforts to keep such Registration Statement continuously effective
under the Securities Act until all Registrable Securities covered by such
Registration Statement have been sold, or may be sold without volume limitations
pursuant to Rule 144(k), as determined by the counsel to the Company
pursuant to a written opinion letter to such effect, addressed and acceptable to
the Transfer Agent and the affected Holders (the “Effectiveness
Period”). The Company shall telephonically request effectiveness of a
Registration Statement as of 5:00 p.m. New York City time on a Trading Day. The
Company shall immediately notify the Holders via facsimile or by e-mail of the
effectiveness of a Registration Statement on the same Trading Day that the
Company telephonically confirms effectiveness with the Commission, which shall
be the date requested for effectiveness of such Registration Statement. The
Company shall, by 9:30 a.m. New York City time on the Trading Day after the
effective date of such Registration Statement, file a final Prospectus with the
Commission as required by Rule 424. Failure to so notify the Holder within
2 Trading Days of such notification of effectiveness or failure to file a final
Prospectus as foresaid shall be deemed an Event under Section 2(b).
Notwithstanding any other provision of this Agreement and subject to the payment
of liquidated
damages pursuant to Section 2(b), if any SEC Guidance sets forth a
limitation on the number of Registrable Securities permitted to be registered on
a particular Registration Statement (and notwithstanding that the Company used
commercially reasonable efforts to advocate with the Commission for the
registration of all or a greater portion of Registrable Securities), unless
otherwise directed in writing by a Holder as to its Registrable Securities, the
number of Registrable Securities to be registered on such Registration Statement
will first be reduced by Registrable Securities represented by Warrant Shares
(applied, in the case that some Warrant Shares may be registered, to the Holders
on a pro rata basis based on the total number of unregistered Warrant Shares
held by such Holders).

     

    
      
        
        

      

      
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   (b) If: (i) the Initial Registration Statement is not filed on
or prior to its Filing Date (if the Company files the Initial Registration
Statement without affording the Holders the opportunity to review and comment on
the same as required by Section 3(a) herein, the Company shall be deemed to have
not satisfied this clause (i)), or (ii) the Company fails to file with the
Commission a request for acceleration of a Registration Statement in accordance
with Rule 461 promulgated by the Commission pursuant to the Securities Act,
within five Trading Days of the date that the Company is notified (orally or in
writing, whichever is earlier) by the Commission that such Registration
Statement will not be “reviewed” or will not be subject to further review, or
(iii) prior to the effective date of a Registration Statement, the Company
fails to file a pre-effective amendment and otherwise respond in writing to
comments made by the Commission in respect of such Registration Statement within
15 Trading Days after the receipt of comments by or notice from the Commission
that such amendment is required in order for such Registration Statement to be
declared effective, or (iv) as to, in the aggregate among all Holders on a
pro-rata basis based on their purchase of the Securities pursuant to the
Purchase Agreement, a Registration Statement registering for resale all of the
Initial Shares is not declared effective by the Commission by the Effectiveness
Date of the Initial Registration Statement, or (v) all of the Registrable
Securities are not registered for resale pursuant to one or more effective
Registration Statements on or before August 31, 2008, or (vi) after
the effective date of a Registration Statement, such Registration Statement
ceases for any reason to remain continuously effective as to all Registrable
Securities included in such Registration Statement, or the Holders are otherwise
not permitted to utilize the Prospectus therein to resell such Registrable
Securities, for more than 10 consecutive calendar days or more than an aggregate
of 15 calendar days (which need not be consecutive calendar days) during any
12-month period (any such failure or breach being referred to as an “Event”, and for
purposes of clause (i), (iv) and (v) the date on which such Event
occurs, and for purposes of clause (ii) the date on which such five Trading
Day period is exceeded, and for purposes of clause (iii) the date which
such 10 calendar day period is exceeded, and for purposes of clause
(vi) the date on which such 10 or 15 calendar day period, as applicable, is
exceeded being referred to as “Event Date”), then,
in addition to any other rights the Holders may have hereunder or under
applicable law, on each such Event Date and on each monthly anniversary of each
such Event Date (if the applicable Event shall not have been cured by such date)
until the applicable Event is cured, the Company shall pay to each Holder an
amount in cash, as partial liquidated damages and not as a penalty, equal to 1%
of the aggregate purchase price
paid by such Holder pursuant to the Purchase Agreement for any unregistered
Registrable Securities then held by such Holder. The parties agree that
(1) to the extent an Event is caused by the occurrence of a prior Event,
for purposes of calculation of liquidated damages hereunder, only one Event
shall be deemed to have occurred; (2) the Company shall not be liable for
liquidated damages under this Agreement with respect to any Warrants or Warrant
Shares and (3) the maximum aggregate liquidated damages payable to a Holder
under this Agreement shall be 15% of the aggregate Subscription Amount paid by
such Holder pursuant to the Purchase Agreement. If the Company fails to pay any
partial liquidated damages pursuant to this Section in full within seven days
after the date payable, the Company will pay interest thereon at a rate of 18%
per annum (or such lesser maximum amount that is permitted to be paid by
applicable law) to the Holder, accruing daily from the date such partial
liquidated damages are due until such amounts, plus all such interest thereon,
are paid in full. The partial liquidated damages pursuant to the terms hereof
shall apply on a daily pro rata basis for any portion of a month prior to the
cure of an Event.

     

    
      
        
        

      

      
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   3. Registration
Procedures.

     

     
   In connection with the Company’s registration obligations
hereunder, the Company shall:

     

     
   (a) Not less than 5 Trading Days prior to the filing of each
Registration Statement and not less than one Trading Day prior to the filing of
any related Prospectus or any amendment or supplement thereto (including any
document that would be incorporated or deemed to be incorporated therein by
reference), the Company shall (i) furnish to each Holder copies of all such
documents substantially in the form proposed to be filed, which documents (other
than those incorporated or deemed to be incorporated by reference) will be
subject to the review of such Holders and (ii) cause its officers and
directors, counsel and independent certified public accountants to respond to
such inquiries as shall be necessary, in the reasonable opinion of respective
counsel to each Holder, to conduct a reasonable investigation within the meaning
of the Securities Act. The Company shall not file a Registration Statement or
any such Prospectus or any amendments or supplements thereto relating to the
Registrable Securities to which the Holders of a majority of the Registrable
Securities shall reasonably object in good faith, provided that the Company is
notified of such objection in writing no later than 5 Trading Days after the
Holders have been so furnished copies of a Registration Statement or 1 Trading
Day after the Holders have been so furnished copies of any related Prospectus or
amendments or supplements thereto. Each Holder agrees to furnish to the Company
a completed questionnaire in the form attached to this Agreement as Annex B (a
“Selling Shareholder
Questionnaire”) not less than three Trading Days prior to the Filing Date
or by the end of the fourth Trading Day following the date on which such Holder
receives draft materials in accordance with this Section.

     

    
      
        
        

      

      
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   (b) (i) Prepare and file with the Commission such amendments,
including post-effective amendments, to a Registration Statement and the
Prospectus used in connection therewith as may be necessary to keep a
Registration Statement continuously effective
as to the applicable Registrable Securities for the Effectiveness Period and
prepare and file with the Commission such additional Registration Statements in
order to register for resale under the Securities Act all of the Registrable
Securities; (ii) cause the related Prospectus to be amended or supplemented
by any required Prospectus supplement (subject to the terms of this Agreement),
and, as so supplemented or amended, to be filed pursuant to Rule 424;
(iii) respond as promptly as reasonably possible to any comments received
from the Commission with respect to a Registration Statement or any amendment
thereto and provide as promptly as reasonably possible to the Holders true and
complete copies of all correspondence from and to the Commission relating to a
Registration Statement (provided that the Company may excise any information
contained therein which would constitute material non-public information as to
any Holder which has not executed a confidentiality agreement with the Company);
and (iv) comply in all material respects with the provisions of the
Securities Act and the Exchange Act with respect to the disposition of all
Registrable Securities covered by a Registration Statement during the applicable
period in accordance (subject to the terms of this Agreement) with the intended
methods of disposition by the Holders thereof set forth in such Registration
Statement as so amended or in such Prospectus as so supplemented.

     

     
   (c) If during the Effectiveness Period, the number of Registrable
Securities at any time exceeds 100% of the number of shares of Common Stock then
registered in a Registration Statement, then the Company shall file as soon as
reasonably practicable, but in any case prior to the applicable Filing Date, an
additional Registration Statement covering the resale by the Holders of not less
than the number of such Registrable Securities.

     

     
   (d) Notify the Holders of Registrable Securities to be sold (which
notice shall, pursuant to clauses (iii) through (vi) hereof, be
accompanied by an instruction to suspend the use of the Prospectus until the
requisite changes have been made) as promptly as reasonably possible (and, in
the case of (i)(A) below, not less than two Trading Days prior to such filing)
and (if requested by any such Person) confirm such notice in writing no later
than two Trading Days following the day (i)(A) when a Prospectus or any
Prospectus supplement or post-effective amendment to a Registration Statement is
proposed to be filed; (B) when the Commission notifies the Company whether
there will be a “review” of such Registration Statement and whenever the
Commission comments in writing on such Registration Statement; and (C) with
respect to a Registration Statement or any post-effective amendment, when the
same has become effective; (ii) of any request by the Commission or any
other federal or state governmental authority for amendments or supplements to a
Registration Statement or Prospectus or for additional information;
(iii) of the issuance by the Commission or any other federal or state
governmental authority of any stop order suspending the effectiveness of a
Registration Statement covering any or all of the Registrable Securities or the
initiation of any Proceedings for that purpose; (iv) of the receipt by the
Company of any notification with respect to the suspension of the qualification
or exemption from qualification of any of the Registrable Securities for sale in
any jurisdiction, or the initiation or threatening of any Proceeding for such
purpose; (v) of the occurrence of any event or passage of time that makes
the financial statements included in a Registration Statement ineligible for
inclusion
therein or any statement made in a Registration Statement or Prospectus or any
document incorporated or deemed to be incorporated therein by reference untrue
in any material respect or that requires any revisions to a Registration
Statement, Prospectus or other documents so that, in the case of a Registration
Statement or the Prospectus, as the case may be, it will not contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading; and (vi) of the
occurrence or existence of any pending corporate development with respect to the
Company that the Company believes may be material and that, in the determination
of the Company, makes it not in the best interest of the Company to allow
continued availability of a Registration Statement or Prospectus, provided that
any and all of such information shall remain confidential to each Holder until
such information otherwise becomes public, unless disclosure by a Holder is
required by law; provided, further, that
notwithstanding each Holder’s agreement to keep such information confidential,
each such Holder makes no acknowledgement that any such information is material,
non-public information.

     

    
      
        
        

      

      
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   (e) Use commercially reasonable efforts to avoid the issuance of,
or, if issued, obtain the withdrawal of (i) any order stopping or
suspending the effectiveness of a Registration Statement, or (ii) any
suspension of the qualification (or exemption from qualification) of any of the
Registrable Securities for sale in any jurisdiction, at the earliest practicable
moment.

     

     
   (f) Furnish to each Holder, without charge, at least one conformed
copy of each such Registration Statement and each amendment thereto, including
financial statements and schedules, all documents incorporated or deemed to be
incorporated therein by reference to the extent requested by such Person, and
all exhibits to the extent requested by such Person (including those previously
furnished or incorporated by reference) promptly after the filing of such
documents with the Commission; provided, that any such item which is available
on the EDGAR system need not be furnished in physical form.

     

     
   (g) Subject to the terms of this Agreement, the Company hereby
consents to the use of such Prospectus and each amendment or supplement thereto
by each of the selling Holders in connection with the offering and sale of the
Registrable Securities covered by such Prospectus and any amendment or
supplement thereto, except after the giving of any notice pursuant to
Section 3(d).

     

     
   (h) The Company shall cooperate with any broker-dealer effecting
resales of Registrable Securities in making any required filing with the
National Association of Securities Dealers, Inc. (“NASD”) Corporate
Financing Department pursuant to NASD Rule 2710 and pay the filing fee
required by such filing.

     

    
      
        
        

      

      
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   (i) Prior to any resale of Registrable Securities by a Holder, use
its commercially reasonable efforts to register or qualify or cooperate with the
selling Holders in connection with the registration or qualification (or
exemption from the Registration
or qualification) of such Registrable Securities for the resale by the Holder
under the securities or Blue Sky laws of such jurisdictions within the United
States as any Holder reasonably requests in writing, to keep each registration
or qualification (or exemption therefrom) effective during the Effectiveness
Period and to do any and all other acts or things reasonably necessary to enable
the disposition in such jurisdictions of the Registrable Securities covered by
each Registration Statement; provided, that the Company shall not be required to
qualify generally to do business in any jurisdiction where it is not then so
qualified, subject the Company to any material tax in any such jurisdiction
where it is not then so subject or file a general consent to service of process
in any such jurisdiction.

     

     
   (j) If requested by a Holder, cooperate with such Holders to
facilitate the timely preparation and delivery of certificates representing
Registrable Securities, other than Warrants, to be delivered to a transferee
pursuant to a Registration Statement, which certificates shall be free, to the
extent permitted by the Purchase Agreement, of all restrictive legends, and to
enable such Registrable Securities to be in such denominations and registered in
such names as any such Holder may request.

     

     
   (k) Upon the occurrence of any event contemplated by
Section 3(d), as promptly as reasonably possible under the circumstances
taking into account the Company’s good faith assessment of any adverse
consequences to the Company and its stockholders of the premature disclosure of
such event, prepare a supplement or amendment, including a post-effective
amendment, to a Registration Statement or a supplement to the related Prospectus
or any document incorporated or deemed to be incorporated therein by reference,
and file any other required document so that, as thereafter delivered, neither a
Registration Statement nor such Prospectus will contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading. If the Company notifies the Holders in
accordance with clauses (iii) through (vi) of Section 3(d) above to
suspend the use of any Prospectus until the requisite changes to such Prospectus
have been made, then the Holders shall suspend use of such Prospectus. The
Company will use commercially reasonable efforts to ensure that the use of the
Prospectus may be resumed as promptly as is practicable. The Company shall be
entitled to exercise its right under this Section 3(k) to suspend the
availability of a Registration Statement and Prospectus, subject to the payment
of partial liquidated damages otherwise required pursuant to Section 2(b),
for a period not to exceed 60 calendar days (which need not be consecutive days)
in any 12 month period.

     

     
   (l) Comply with all applicable rules and regulations of the
Commission.

     

     
   (m) The Company may require each selling Holder to furnish to the
Company a certified statement as to the number of shares of Common Stock
beneficially owned by such Holder and, if required by the Commission, the
natural persons thereof that have voting and dispositive control over the
shares. If the Company is unable to meet its obligations hereunder with respect
to the registration of the Registrable Securities solely because
any Holder fails to furnish such information within three Trading Days of the
Company’s request, the Company may exclude such Holder’s Registrable Securities
from the Registrable Securities being registered, until such Holder shall have
provided all such required information (provided there is sufficient time to
include such Registrable Shares), and such non-responsive Holder shall have no
recourse against the Company therefor.

     

    
      
        
        

      

      
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   4. Registration
Expenses. All fees and expenses incident to the performance of or
compliance with this Agreement by the Company shall be borne by the Company
whether or not any Registrable Securities are sold pursuant to a Registration
Statement. The fees and expenses referred to in the foregoing sentence shall
include, without limitation, (i) all registration and filing fees
(including, without limitation, fees and expenses of the Company’s counsel and
auditors) (A) with respect to filings made with the Commission,
(B) with respect to filings required to be made with any Trading Market on
which the Common Stock is then listed for trading, (C) in compliance with
applicable state securities or Blue Sky laws reasonably agreed to by the Company
in writing (including, without limitation, fees and disbursements of counsel for
the Company in connection with Blue Sky qualifications or exemptions of the
Registrable Securities) and (D) if not previously paid by the Company in
connection with an Issuer Filing, with respect to any filing that may be
required to be made by any broker through which a Holder intends to make sales
of Registrable Securities with the NASD pursuant to NASD Rule 2710, so long
as the broker is receiving no more than a customary brokerage commission in
connection with such sale, (ii) printing expenses (including, without
limitation, expenses of printing certificates for Registrable Securities),
(iii) messenger, telephone and delivery expenses, (iv) fees and
disbursements of counsel for the Company, (v) Securities Act liability
insurance, if the Company so desires such insurance, and (vi) fees and
expenses of all other Persons retained by the Company in connection with the
consummation of the transactions contemplated by this Agreement. In addition,
the Company shall be responsible for all of its internal expenses incurred in
connection with the consummation of the transactions contemplated by this
Agreement (including, without limitation, all salaries and expenses of its
officers and employees performing legal or accounting duties), the expense of
any annual audit and the fees and expenses incurred in connection with the
listing of the Registrable Securities on any securities exchange as required
hereunder. In no event shall the Company be responsible for any broker or
similar commissions of any Holder or, except to the extent provided for in the
Transaction Documents, any legal fees or other costs of the
Holders.

     

    
      
        
        

      

      
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   5. Indemnification.

     

     
   (a) Indemnification by the
Company. The Company shall, notwithstanding any termination of this
Agreement, indemnify and hold harmless each Holder, the officers, directors,
members, partners, agents, brokers (including brokers who offer and sell
Registrable Securities as principal as a result of a pledge or any failure to
perform under a margin call of Common Stock), investment advisors and employees
(and any other Persons with a functionally equivalent role of a Person holding
such titles, notwithstanding a lack of such title or any other title) of each of
them, each Person who controls any such Holder (within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act)
and the officers, directors, members, shareholders, partners,
agents and employees (and any other Persons with a functionally equivalent role
of a Person holding such titles, notwithstanding a lack of such title or any
other title) of each such controlling Person, to the fullest extent permitted by
applicable law, from and against any and all losses, claims, damages,
liabilities, costs (including, without limitation, reasonable attorneys’ fees)
and expenses (collectively, “Losses”), as
incurred, arising out of or relating to (1) any untrue or alleged untrue
statement of a material fact contained in a Registration Statement, any
Prospectus or any form of prospectus or in any amendment or supplement thereto
or in any preliminary prospectus, or arising out of or relating to any omission
or alleged omission of a material fact required to be stated therein or
necessary to make the statements therein (in the case of any Prospectus or
supplement thereto, in light of the circumstances under which they were made)
not misleading or (2) any violation or alleged violation by the Company of
the Securities Act, the Exchange Act or any state securities law, or any rule or
regulation thereunder, in connection with the performance of its obligations
under this Agreement, except to the extent, but only to the extent, that
(i) such untrue statements or omissions are based solely upon information
regarding such Holder furnished in writing to the Company by such Holder
expressly for use therein, or to the extent that such information relates to
such Holder or such Holder’s proposed method of distribution of Registrable
Securities and was reviewed and expressly approved in writing by such Holder
expressly for use in a Registration Statement, such Prospectus or in any
amendment or supplement thereto (it being understood that the Holder has
approved Annex A hereto for this purpose) or (ii) in the case of an
occurrence of an event of the type specified in Section 3(d)(iii)-(vi), the
use by such Holder of an outdated or defective Prospectus after the Company has
notified such Holder in writing that the Prospectus is outdated or defective and
prior to the receipt by such Holder of the Advice contemplated in
Section 6(d). The Company shall notify the Holders promptly of the
institution, threat or assertion of any Proceeding arising from or in connection
with the transactions contemplated by this Agreement of which the Company is
aware.

     

     
   (b) Indemnification by
Holders. Each Holder shall, severally and not jointly, indemnify and hold
harmless the Company, its directors, officers, agents and employees, each Person
who controls the Company (within the meaning of Section 15 of the
Securities Act and Section 20 of the Exchange Act), and the directors,
officers, agents or employees of such controlling Persons, to the fullest extent
permitted by applicable law, from and against all Losses, as incurred, to the
extent arising out of or based solely upon: (x) such Holder’s failure to
comply with the prospectus delivery requirements of the Securities Act or
(y) any untrue or alleged untrue statement of a material fact contained in
any Registration Statement, any Prospectus, or in any amendment or supplement
thereto or in any preliminary prospectus, or arising out of or relating to any
omission or alleged omission of a material fact required to be stated therein or
necessary to make the statements therein not misleading (i) to the extent,
but only to the extent, that such untrue statement or omission is contained in
any information so furnished in writing by such Holder to the Company
specifically for inclusion in such Registration Statement or such Prospectus or
(ii) to the extent that such information relates to such Holder’s proposed
method of distribution of Registrable Securities and was reviewed and expressly
approved in writing by such Holder expressly for use in a Registration Statement
(it being understood
that the Holder has approved Annex A hereto for this purpose), such Prospectus
or in any amendment or supplement thereto or (ii) in the case of an
occurrence of an event of the type specified in Section 3(d)(iii)-(vi), the
use by such Holder of an outdated or defective Prospectus after the Company has
notified such Holder in writing that the Prospectus is outdated or defective and
prior to the receipt by such Holder of the Advice contemplated in
Section 6(d). In no event shall the liability of any selling Holder
hereunder be greater in amount than the dollar amount of the net proceeds
received by such Holder upon the sale of the Registrable Securities giving rise
to such indemnification obligation.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

       

    

     
   (c) Conduct of Indemnification
Proceedings. If any Proceeding shall be brought or asserted against any
Person entitled to indemnity hereunder (an “Indemnified Party”),
such Indemnified Party shall promptly notify the Person from whom indemnity is
sought (the “Indemnifying Party”)
in writing, and the Indemnifying Party shall have the right to assume the
defense thereof, including the employment of counsel reasonably satisfactory to
the Indemnified Party and the payment of all fees and expenses incurred in
connection with defense thereof; provided, that the failure of any Indemnified
Party to give such notice shall not relieve the Indemnifying Party of its
obligations or liabilities pursuant to this Agreement, except (and only) to the
extent that it shall be finally determined by a court of competent jurisdiction
(which determination is not subject to appeal or further review) that such
failure shall have prejudiced the Indemnifying Party.

     

     
   An Indemnified Party shall have the right to employ separate
counsel in any such Proceeding and to participate in the defense thereof, but
the fees and expenses of such counsel shall be at the expense of such
Indemnified Party or Parties unless: (1) the Indemnifying Party has agreed
in writing to pay such fees and expenses; (2) the Indemnifying Party shall
have failed promptly to assume the defense of such Proceeding and to employ
counsel reasonably satisfactory to such Indemnified Party in any such
Proceeding; or (3) the named parties to any such Proceeding (including any
impleaded parties) include both such Indemnified Party and the Indemnifying
Party, and counsel to the Indemnified Party shall reasonably believe that a
material conflict of interest is likely to exist if the same counsel were to
represent such Indemnified Party and the Indemnifying Party (in which case, if
such Indemnified Party notifies the Indemnifying Party in writing that it elects
to employ separate counsel at the expense of the Indemnifying Party, the
Indemnifying Party shall not have the right to assume the defense thereof and
the reasonable fees and expenses of no more than one separate counsel shall be
at the expense of the Indemnifying Party). The Indemnifying Party shall not be
liable for any settlement of any such Proceeding effected without its written
consent, which consent shall not be unreasonably withheld or delayed. No
Indemnifying Party shall, without the prior written consent of the Indemnified
Party, effect any settlement of any pending Proceeding in respect of which any
Indemnified Party is a party, unless such settlement includes an unconditional
release of such Indemnified Party from all liability on claims that are the
subject matter of such Proceeding.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

       

    

     
   Subject to the terms of this Agreement, all reasonable fees and
expenses of the Indemnified Party (including reasonable fees and expenses to the
extent incurred in connection
with investigating or preparing to defend such Proceeding in a manner not
inconsistent with this Section) shall be paid to the Indemnified Party, as
incurred, within ten Trading Days of written notice thereof to the Indemnifying
Party; provided, that the Indemnified Party shall promptly reimburse the
Indemnifying Party for that portion of such fees and expenses applicable to such
actions for which such Indemnified Party is judicially determined to be not
entitled to indemnification hereunder.

     

     
   (d) Contribution. If the
indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified
Party or insufficient to hold an Indemnified Party harmless for any Losses, then
each Indemnifying Party shall contribute to the amount paid or payable by such
Indemnified Party, in such proportion as is appropriate to reflect the relative
fault of the Indemnifying Party and Indemnified Party in connection with the
actions, statements or omissions that resulted in such Losses as well as any
other relevant equitable considerations. The relative fault of such Indemnifying
Party and Indemnified Party shall be determined by reference to, among other
things, whether any action in question, including any untrue or alleged untrue
statement of a material fact or omission or alleged omission of a material fact,
has been taken or made by, or relates to information supplied by, such
Indemnifying Party or Indemnified Party, and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such
action, statement or omission. The amount paid or payable by a party as a result
of any Losses shall be deemed to include, subject to the limitations set forth
in this Agreement, any reasonable attorneys’ or other fees or expenses incurred
by such party in connection with any Proceeding to the extent such party would
have been indemnified for such fees or expenses if the indemnification provided
for in this Section was available to such party in accordance with its
terms.

     

     
   The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 5(d) were determined by pro rata
allocation or by any other method of allocation that does not take into account
the equitable considerations referred to in the immediately preceding paragraph.
Notwithstanding the provisions of this Section 5(d), no Holder shall be
required to contribute, in the aggregate, any amount in excess of the amount by
which the net proceeds actually received by such Holder from the sale of the
Registrable Securities subject to the Proceeding exceeds the amount of any
damages that such Holder has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission.

     

     
   The indemnity and contribution agreements contained in this Section
are in addition to any liability that the Indemnifying Parties may have to the
Indemnified Parties.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

       

    

     
   6. Miscellaneous.

     

     
   (a) Remedies. In the
event of a breach by the Company or by a Holder of any of their respective
obligations under this Agreement, each Holder or the Company, as the case may
be, in addition to being entitled to exercise all rights granted by law and
under this Agreement, including recovery of damages, shall be entitled to
specific performance of its rights under this Agreement.
The Company and each Holder agree that monetary damages would not provide
adequate compensation for any losses incurred by reason of a breach by it of any
of the provisions of this Agreement and hereby further agrees that, in the event
of any action for specific performance in respect of such breach, it shall not
assert or shall waive the defense that a remedy at law would be
adequate.

     

     
   (b) Compliance. Each
Holder covenants and agrees that it will comply with the prospectus delivery
requirements of the Securities Act as applicable to it in connection with sales
of Registrable Securities pursuant to a Registration Statement.

     

     
   (c) Discontinued
Disposition. By its acquisition of Registrable Securities, each Holder
agrees that, upon receipt of a notice from the Company of the occurrence of any
event of the kind described in Section 3(d)(iii) through (vi), such Holder
will forthwith discontinue disposition of such Registrable Securities under a
Registration Statement until it is advised in writing (the “Advice”) by the
Company that the use of the applicable Prospectus (as it may have been
supplemented or amended) may be resumed. The Company will use commercially
reasonable efforts to ensure that the use of the Prospectus may be resumed as
promptly as is practicable. The Company agrees and acknowledges that any periods
during which the Holder is required to discontinue the disposition of the
Registrable Securities hereunder shall be subject to the provisions of
Section 2(b).

     

     
   (d) Piggy-Back
Registrations. If, at any time during the Effectiveness Period, there is
not an effective Registration Statement covering all of the Registrable
Securities and the Company shall determine to prepare and file with the
Commission a registration statement relating to an offering for its own account
or the account of others under the Securities Act of any of its equity
securities, other than on Form S-4 or Form S-8 (each as promulgated under the
Securities Act) or their then equivalents relating to equity securities to be
issued solely in connection with any acquisition of any entity or business or
equity securities issuable in connection with the Company’s stock option or
other employee benefit plans, then the Company shall deliver to each Holder a
written notice of such determination and, if within fifteen days after the date
of the delivery of such notice, any such Holder shall so request in writing, the
Company shall include in such registration statement all or any part of such
Registrable Securities such Holder requests to be registered; provided, however, that the
Company shall not be required to register any Registrable Securities pursuant to
this Section 6(d) that are eligible for resale pursuant to Rule 144(k)
promulgated by the Commission pursuant to the Securities Act or that are the
subject of a then effective Registration Statement.

     

     
   (e) Amendments and
Waivers. The provisions of this Agreement, including the provisions of
this sentence, may not be amended, modified or supplemented, and waivers or
consents to departures from the provisions hereof may not be given, unless the
same shall be in writing and signed by the Company and the Holders of a majority
of the then outstanding Registrable Securities (including, for this purpose any
Registrable Securities issuable upon exercise or conversion of any Security). If
a Registration Statement does not register all of the Registrable Securities
pursuant to a waiver or amendment done in compliance with the previous sentence,
then the number of Registrable Securities to be registered for each Holder shall
be reduced pro rata among all Holders and each Holder shall have the right to
designate which of its Registrable
Securities shall be omitted from such Registration Statement. Notwithstanding
the foregoing, a waiver or consent to depart from the provisions hereof with
respect to a matter that relates exclusively to the rights of a Holder or some
Holders and that does not directly or indirectly affect the rights of other
Holders may be given by such Holder or Holders of all of the Registrable
Securities to which such waiver or consent relates; provided, however, that the
provisions of this sentence may not be amended, modified, or supplemented except
in accordance with the provisions of the first sentence of this
Section 6(f).

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

       

    

     
   (f) Notices. Any and all
notices or other communications or deliveries required or permitted to be
provided hereunder shall be delivered as set forth in the Purchase
Agreement.

     

     
   (g) Successors and
Assigns. This Agreement shall inure to the benefit of and be binding upon
the successors and permitted assigns of each of the parties and shall inure to
the benefit of each Holder. The Company may not assign (except by merger) its
rights or obligations hereunder without the prior written consent of all of the
Holders of the then outstanding Registrable Securities. Each Holder may assign
their respective rights hereunder in the manner and to the Persons as permitted
under the Purchase Agreement.

     

     
   (h) No Inconsistent
Agreements. Neither the Company nor any of its Subsidiaries has entered,
as of the date hereof, nor shall the Company or any of its Subsidiaries, on or
after the date of this Agreement, enter into any agreement with respect to its
securities, that would conflict with the provisions hereof. Except as set forth
on Schedule 6(i),
neither the Company nor any of its Subsidiaries has previously entered into any
agreement granting any registration rights with respect to any of its securities
to any Person that have not been satisfied in full.

     

     
   (i) Execution and
Counterparts. This Agreement may be executed in two or more counterparts,
all of which when taken together shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each party and
delivered to the other party, it being understood that both parties need not
sign the same counterpart. In the event that any signature is delivered by
facsimile transmission or by e-mail delivery of a “.pdf” format data file, such
signature shall create a valid and binding obligation of the party executing (or
on whose behalf such signature is executed) with the same force and effect as if
such facsimile or “.pdf” signature page were an original thereof.

     

     
   (j) Governing Law. All
questions concerning the construction, validity, enforcement and interpretation
of this Agreement shall be determined in accordance with the provisions of the
Purchase Agreement.

     

     
   (k) Cumulative Remedies.
Except as otherwise provided herein, the remedies provided herein are cumulative
and not exclusive of any other remedies provided by law.

     

     
   (l) Severability. If any
term, provision, covenant or restriction of this Agreement is held by a court of
competent jurisdiction to be invalid, illegal, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions set forth herein
shall remain in full force and effect and shall in no way be affected, impaired
or invalidated, and the parties hereto shall use their commercially reasonable
efforts to find and employ an alternative means to achieve
the same or substantially the same result as that contemplated by such term,
provision, covenant or restriction. It is hereby stipulated and declared to be
the intention of the parties that they would have executed the remaining terms,
provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

       

    

     
   (m) Headings. The
headings in this Agreement are for convenience only, do not constitute a part of
the Agreement and shall not be deemed to limit or affect any of the provisions
hereof.

     

     
   (n) Independent Nature of
Holders’ Obligations and Rights. The obligations of each Holder hereunder
are several and not joint with the obligations of any other Holder hereunder,
and no Holder shall be responsible in any way for the performance of the
obligations of any other Holder hereunder. Nothing contained herein or in any
other agreement or document delivered at any closing, and no action taken by any
Holder pursuant hereto or thereto, shall be deemed to constitute the Holders as
a partnership, an association, a joint venture or any other kind of entity, or
create a presumption that the Holders are in any way acting in concert with
respect to such obligations or the transactions contemplated by this Agreement.
Each Holder shall be entitled to protect and enforce its rights, including
without limitation the rights arising out of this Agreement, and it shall not be
necessary for any other Holder to be joined as an additional party in any
proceeding for such purpose.

     

    ********************

     

    
      
         


      

      
        15

        
          

        

      

      
         


      

    

     

     
   IN WITNESS WHEREOF, the parties have executed this Registration
Rights Agreement as of the date first written above.

     

    
      
        	 
      	 
      	
                OCULUS
      INNOVATIVE SCIENCES, INC.

              	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                By:

              	 
      	
                /s/
      Jim Schutz

              	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
                Name:
      Jim Schutz

                Title:
      General Counsel

              	 
      	 
      


      

    

     

    [SIGNATURE
PAGE OF HOLDERS FOLLOWS]

     

    
      
         


      

      
        16

        
          

        

      

      
         


      

    

     

    [SIGNATURE
PAGE OF HOLDERS TO OCLS RRA]

     

    Name of
Holder:  Aristeia International Limited

     

    Signature of Authorized Signatory of
Holder:  /s/ Chong Park

     

    Name of
Authorized Signatory:  Chong Park

     

    Title of
Authorized Signatory: Portfolio Manager

     

    [SIGNATURE
PAGES CONTINUE]

     

    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    [SIGNATURE
PAGE OF HOLDERS TO OCLS RRA]

     

    Name of
Holder:  Aristeia Partners L.P.

     

    Signature of Authorized Signatory of
Holder:  /s/ Chong Park

     

    Name of
Authorized Signatory:  Chong Park

     

    Title of
Authorized Signatory: Portfolio Manager

     

    [SIGNATURE
PAGES CONTINUE]

     

    
      
         


      

      
        17

        
          

        

      

      
         


      

    
 

    [SIGNATURE
PAGE OF HOLDERS TO OCLS RRA]

     

    Name of
Holder:  Aristeia Special Investments Master, L.P.

     

    Signature of Authorized Signatory of
Holder:  /s/ Chong Park

     

    Name of
Authorized Signatory:  Chong Park

     

    Title of
Authorized Signatory: Portfolio Manager

     

    [SIGNATURE
PAGES CONTINUE]

     

    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    [SIGNATURE
PAGE OF HOLDERS TO OCLS RRA]

     

    Name of
Holder:  Avendis Absolute Alternative 1 Trading Ltd

     

    Signature of Authorized Signatory of
Holder:  /s/ Yannis Bilquez

     

    Name of
Authorized Signatory: Yannis Bilquez

     

    Title of
Authorized Signatory: Director

     

    [SIGNATURE
PAGES CONTINUE]

     

    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    [SIGNATURE
PAGE OF HOLDERS TO OCLS RRA]

     

    Name of
Holder: Cranshire Capital, L.P.

     

    Signature of Authorized Signatory of
Holder:  /s/ Lawrence Prosser

     

    Name of
Authorized Signatory:  Lawrence Prosser

     

    Title of
Authorized Signatory: CFO – Downsview Capital, Inc., the General
Partner

     

    [SIGNATURE
PAGES CONTINUE]

     

    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    [SIGNATURE
PAGE OF HOLDERS TO OCLS RRA]

     

    Name of
Holder: Crescent International Ltd

     

    Signature of Authorized Signatory of
Holder:  /s/ Maxi Brezzi

     

    Name of
Authorized Signatory:  Maxi Brezzi

     

    Title of
Authorized Signatory: 

     

    [SIGNATURE
PAGES CONTINUE]
 

    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    [SIGNATURE
PAGE OF HOLDERS TO OCLS RRA]

     

    Name of
Holder:  Diamond Opportunity Fund, LLC

     

    Signature of Authorized Signatory of
Holder:  /s/ Richard Marks

     

    Name of
Authorized Signatory:  Richard Marks

     

    Title of
Authorized Signatory: Managing Director

     

    [SIGNATURE
PAGES CONTINUE]

     

    
      
         


      

      
        17

        
          

        

      

      
         


      

    
 

    [SIGNATURE
PAGE OF HOLDERS TO OCLS RRA]

     

    Name of
Holder:  Double U Master Fund, LLC

     

    Signature of Authorized Signatory of
Holder:  /s/ Sheldon Traube

     

    Name of
Authorized Signatory:  Sheldon Traube 

     

    Title of
Authorized Signatory: 

     

    [SIGNATURE
PAGES CONTINUE]

     

    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    

       [SIGNATURE
PAGE OF HOLDERS TO OCLS RRA]

       

      Name of
Holder:  Egatniv, LLC

       

      Signature of Authorized Signatory of
Holder:  /s/ Seth Farbman

       

      Name of
Authorized Signatory:  Seth Farbman

       

      Title of
Authorized Signatory: Member

       

      [SIGNATURE
PAGES CONTINUE]


      
        
           


        

        
          17

          
            

          

        

        
           


        

      


      [SIGNATURE
PAGE OF HOLDERS TO OCLS RRA]

       

      Name of
Holder:  Graham Anderson

       

      Signature of Authorized Signatory of
Holder:  /s/ Graham Anderson

       

      Name of
Authorized Signatory:  Graham Anderson

       

      Title of
Authorized Signatory: 

       

      [SIGNATURE
PAGES CONTINUE]


      
        
           


        

        
          17

          
            

          

        

        
           


        

      


      [SIGNATURE
PAGE OF HOLDERS TO OCLS RRA]

       

      Name of
Holder:  Franklin Biotechnology Discovery Fund

       

      Signature of Authorized Signatory of
Holder:  /s/ Evan McCulloch

       

      Name of
Authorized Signatory:  Evan McCulloch

       

      Title of
Authorized Signatory: Vice President

       

      [SIGNATURE
PAGES CONTINUE]


      
        
           


        

        
          17

          
            

          

        

        
           


        

      


      [SIGNATURE
PAGE OF HOLDERS TO OCLS RRA]

       

      Name of
Holder:  Highbridge International, LLC

       

      Signature of Authorized Signatory of
Holder:  /s/ Scott Wallace

       

      Name of
Authorized Signatory:  Scott Wallace

       

      Title of
Authorized Signatory: Senior Vice President

       

      [SIGNATURE
PAGES CONTINUE]


      
        
           


        

        
          17

          
            

          

        

        
           


        

      


      [SIGNATURE
PAGE OF HOLDERS TO OCLS RRA]

       

      Name of
Holder:  Iroquois Master Fund, Ltd.

       

      Signature of Authorized Signatory of
Holder:  /s/ Joshua Silverman

       

      Name of
Authorized Signatory:  Joshua Silverman

       

      Title of
Authorized Signatory: 

       

      [SIGNATURE
PAGES CONTINUE]


      
        
           


        

        
          17

          
            

          

        

        
           


        

      


      [SIGNATURE
PAGE OF HOLDERS TO OCLS RRA]

       

      Name of
Holder: Lincoln Biotech Ventures II, L.P.

       

      Signature of Authorized Signatory of
Holder:  /s/ Robert Carver

       

      Name of
Authorized Signatory: Robert Carver

       

      Title of
Authorized Signatory: Secretary, Lincoln Funds International

       

      [SIGNATURE
PAGES CONTINUE]


      
        
           


        

        
          17

          
            

          

        

        
           


        

      


      [SIGNATURE
PAGE OF HOLDERS TO OCLS RRA]

       

      Name of
Holder: Otago Partners, LLC

       

      Signature of Authorized Signatory of
Holder:  /s/ Lindsay A. Rosenwald, MD

       

      Name of
Authorized Signatory:  Lindsay A. Rosenwald, MD

       

      Title of
Authorized Signatory: Managing Member

       

      [SIGNATURE
PAGES CONTINUE]


      
        
           


        

        
          17

          
            

          

        

        
           


        

      


      [SIGNATURE
PAGE OF HOLDERS TO OCLS RRA]

       

      Name of
Holder:  Perceptive Life Sciences Master Fund LTD

       

      Signature of Authorized Signatory of
Holder:  /s/ Joe Edelman

       

      Name of
Authorized Signatory:  Joe Edelman

       

      Title of
Authorized Signatory: Managing Member

       

      [SIGNATURE
PAGES CONTINUE]

       

      
        
           


        

        
          17

          
            

          

        

        
           


        

      


      [SIGNATURE
PAGE OF HOLDERS TO OCLS RRA]

       

      Name of
Holder:  Catalytix LDC Life Science Hedge AC

       

      Signature of Authorized Signatory of
Holder:  /s/ Ted Kalem

       

      Name of
Authorized Signatory:  Ted Kalem

       

      Title of
Authorized Signatory: Partner

       

      [SIGNATURE
PAGES CONTINUE]

       

      
        
           


        

        
          17

          
            

          

        

        
           


        

      


      [SIGNATURE
PAGE OF HOLDERS TO OCLS RRA]

       

      Name of
Holder:  Rockmore Investment Master Fund, Ltd

       

      Signature of Authorized Signatory of
Holder:  /s/ Brian Daly

       

      Name of
Authorized Signatory:  Brian Daly

       

      Title of
Authorized Signatory: Director

       

      [SIGNATURE
PAGES CONTINUE]

       

      
        
           


        

        
          17

          
            

          

        

        
           


        

      


      [SIGNATURE
PAGE OF HOLDERS TO OCLS RRA]

       

      Name of
Holder:  RRC Biofund, LP

       

      Signature of Authorized Signatory of
Holder:  /s/ Jim Silverman

       

      Name of
Authorized Signatory:  Jim Silverman

       

      Title of
Authorized Signatory: Managing Director

       

      [SIGNATURE
PAGES CONTINUE]
  

      
        
           


        

        
          17

          
            

          

        

        
           


        

      


      [SIGNATURE
PAGE OF HOLDERS TO OCLS RRA]

       

      Name of
Holder:  Whalehaven Capital Fund Limited

       

      Signature of Authorized Signatory of
Holder:  /s/ Brian Mazzella

       

      Name of
Authorized Signatory:  Brian Mazzella

       

      Title of
Authorized Signatory: CFO

       

      [SIGNATURE
PAGES CONTINUE]
  

      
        
           


        

        
          17

          
            

          

        

        
           


        

      


      [SIGNATURE
PAGE OF HOLDERS TO OCLS RRA]

       

      Name of
Holder:  Daniel B. and Linda O. Ahlberg Trustees FBO Ahlberg Joint
Revocable Trust u/a dtd 8/27/06

       

      Signature of Authorized Signatory of
Holder:  /s/ Richard C. Perkins

       

      Name of
Authorized Signatory:  Richard C. Perkins

       

      Title of
Authorized Signatory: Executive Vice President

       

      [SIGNATURE
PAGES CONTINUE]

      

        
          
             


          

          
            17

            
              

            

          

          
             


          

        



      [SIGNATURE
PAGE OF HOLDERS TO OCLS RRA]

       

      Name of
Holder:  Alice Ann Corporation

       

      Signature of Authorized Signatory of
Holder:  /s/ Dick Perkins

       

      Name of
Authorized Signatory:  Richard C. Perkins

       

      Title of
Authorized Signatory: Executive Vice President

       

      [SIGNATURE
PAGES CONTINUE]

      

        
          
             


          

          
            17

            
              

            

          

          
             


          

        



      [SIGNATURE
PAGE OF HOLDERS TO OCLS RRA]

       

      Name of
Holder:  Robert G. Allison

       

      Signature of Authorized Signatory of
Holder:  /s/ Richard C. Perkins

       

      Name of
Authorized Signatory:  Richard C. Perkins

       

      Title of
Authorized Signatory: Executive Vice President

       

      [SIGNATURE
PAGES CONTINUE] 
 

      
        
           


        

        
          17

          
            

          

        

        
           


        

      


      [SIGNATURE
PAGE OF HOLDERS TO OCLS RRA]

       

      Name of
Holder:  William H. Baxter Trustee FBO William H. Baxter Revocable Trust
u/a dtd 7/3/96

       

      Signature of Authorized Signatory of
Holder:  /s/ Richard C. Perkins

       

      Name of
Authorized Signatory:  Richard C. Perkins

       

      Title of
Authorized Signatory: Executive Vice President

       

      [SIGNATURE
PAGES CONTINUE]

       

      
        
           


        

        
          17

          
            

          

        

        
           


        

      


      [SIGNATURE
PAGE OF HOLDERS TO OCLS RRA]

       

      Name of
Holder:  Piper Jaffray as Custodian FBO William H. Baxter IRA

       

      Signature of Authorized Signatory of
Holder:  /s/ Richard C. Perkins

       

      Name of
Authorized Signatory:  Dick Perkins

       

      Title of
Authorized Signatory: Executive Vice President

       

      [SIGNATURE
PAGES CONTINUE]
  

      
        
           


        

        
          17

          
            

          

        

        
           


        

      


      [SIGNATURE
PAGE OF HOLDERS TO OCLS RRA]

       

      Name of
Holder:  David & Carol Brown Trustees FBO David & Carol Brown
Revocable Trust u/a dtd 10/23/97

       

      Signature of Authorized Signatory of
Holder: /s/ Richard C. Perkins

       

      Name of
Authorized Signatory: Richard C. Perkins

       

      Title of
Authorized Signatory: Executive Vice President

       

      [SIGNATURE
PAGES CONTINUE]
  

      
        
           


        

        
          17

          
            

          

        

        
           


        

      


      [SIGNATURE
PAGE OF HOLDERS TO OCLS RRA]

       

      Name of
Holder:  Piper Jaffray as Custodian FBO Robert H. Clayburgh
IRA

       

      Signature of Authorized Signatory of
Holder:  /s/ Richard C. Perkins

       

      Name of
Authorized Signatory:  Richard C. Perkins

       

      Title of
Authorized Signatory: Executive Vice President

       

      [SIGNATURE
PAGES CONTINUE]

         

      
        
           


        

        
          17

          
            

          

        

        
           


        

      


      [SIGNATURE
PAGE OF HOLDERS TO OCLS RRA]

       

      Name of
Holder:  Gary & Leslie Clipper JTWROS

       

      Signature of Authorized Signatory of
Holder: /s/ Richard C. Perkins

       

      Name of
Authorized Signatory:  Richard C. Perkins

       

      Title of
Authorized Signatory: Executive Vice President

       

      [SIGNATURE
PAGES CONTINUE]

       

      
        
           


        

        
          17

          
            

          

        

        
           


        

      


      [SIGNATURE
PAGE OF HOLDERS TO OCLS RRA]

       

      Name of
Holder:  Piper Jaffray as Custodian FBO Mark Donahoe IRA

       

      Signature of Authorized Signatory of
Holder:  /s/ Richard C. Perkins

       

      Name of
Authorized Signatory:  Richard C. Perkins

       

      Title of
Authorized Signatory: Executive Vice President

       

      [SIGNATURE
PAGES CONTINUE]
  

      
        
           


        

        
          17

          
            

          

        

        
           


        

      


      [SIGNATURE
PAGE OF HOLDERS TO OCLS RRA]

       

      Name of
Holder:  Dennis D. Gonyea

       

      Signature of Authorized Signatory of
Holder:  /s/ Richard C. Perkins

       

      Name of
Authorized Signatory:  Richard C. Perkins

       

      Title of
Authorized Signatory: Executive Vice President

       

      [SIGNATURE
PAGES CONTINUE]

         

      
        
           


        

        
          17

          
            

          

        

        
           


        

      


      [SIGNATURE
PAGE OF HOLDERS TO OCLS RRA]

       

      Name of
Holder:  Richard A. Hoel

       

      Signature of Authorized Signatory of
Holder:  /s/ Richard C. Perkins

       

      Name of
Authorized Signatory:  Richard C. Perkins

       

      Title of
Authorized Signatory: Executive Vice President

       

      [SIGNATURE
PAGES CONTINUE]


      
        
           


        

        
          17

          
            

          

        

        
           


        

      

    

    [SIGNATURE
PAGE OF HOLDERS TO OCLS RRA]

     

    Name of
Holder:  Elizabeth J. Kuehne

     

    Signature of Authorized Signatory of
Holder:  /s/ Richard C. Perkins

     

    Name of
Authorized Signatory:  Richard C. Perkins

     

    Title of
Authorized Signatory: Executive Vice President

     

    [SIGNATURE
PAGES CONTINUE]

     

    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    [SIGNATURE
PAGE OF HOLDERS TO OCLS RRA]

     

    Name of
Holder:  Piper Jaffray as Custodian FBO Elizabeth J. Kuehne
IRA

     

    Signature of Authorized Signatory of
Holder:  /s/ Richard C. Perkins

     

    Name of
Authorized Signatory:  Richard C. Perkins

     

    Title of
Authorized Signatory: Executive Vice President

     

    [SIGNATURE
PAGES CONTINUE]

     

    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    [SIGNATURE
PAGE OF HOLDERS TO OCLS RRA]

     

    Name of
Holder:  Piper Jaffray as Custodian FBO Michael E. McElligott
SPN/PRO

     

    Signature of Authorized Signatory of
Holder:  /s/ Richard C. Perkins

     

    Name of
Authorized Signatory:  Richard C. Perkins

     

    Title of
Authorized Signatory: Executive Vice President

     

    [SIGNATURE
PAGES CONTINUE]

     

    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    [SIGNATURE
PAGE OF HOLDERS TO OCLS RRA]

     

    Name of
Holder:  Piper Jaffray as Custodian FBO Charles W. Pappas IRA

     

    Signature of Authorized Signatory of
Holder:  /s/ Richard C. Perkins

     

    Name of
Authorized Signatory:  Richard C. Perkins

     

    Title of
Authorized Signatory: Executive Vice President

     

    [SIGNATURE
PAGES CONTINUE]

     

    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    [SIGNATURE
PAGE OF HOLDERS TO OCLS RRA]

     

    Name of
Holder:  John T. Potter

     

    Signature of Authorized Signatory of
Holder:  /s/ Richard C. Perkins

     

    Name of
Authorized Signatory:  Richard C. Perkins

     

    Title of
Authorized Signatory: Executive Vice President

     

    [SIGNATURE
PAGES CONTINUE]

     

    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    [SIGNATURE
PAGE OF HOLDERS TO OCLS RRA]

     

    Name of
Holder:  Carolyn Salon

     

    Signature of Authorized Signatory of
Holder:  /s/ Richard C. Perkins

     

    Name of
Authorized Signatory:  Richard C. Perkins

     

    Title of
Authorized Signatory: Executive Vice President

     

    [SIGNATURE
PAGES CONTINUE]

     

    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    [SIGNATURE
PAGE OF HOLDERS TO OCLS RRA]

     

    Name of
Holder:  Joel A. Salon

     

    Signature of Authorized Signatory of
Holder:  /s/ Richard C. Perkins

     

    Name of
Authorized Signatory:  Richard C. Perkins

     

    Title of
Authorized Signatory: Executive Vice President

     

    [SIGNATURE
PAGES CONTINUE]

     

    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    [SIGNATURE
PAGE OF HOLDERS TO OCLS RRA]

     

    Name of
Holder:  Paul C. Seel & Nancy S. Seel JTWROS

     

    Signature of Authorized Signatory of
Holder:  /s/ Richard C. Perkins

     

    Name of
Authorized Signatory:  Richard C. Perkins

     

    Title of
Authorized Signatory: Executive Vice President

     

    [SIGNATURE
PAGES CONTINUE]

     

    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    [SIGNATURE
PAGE OF HOLDERS TO OCLS RRA]

     

    Name of
Holder:  E. Terry Skone, TTEE FBO E. Terry Skone Revocable Trust U/A dtd
11/30/05

     

    Signature of Authorized Signatory of
Holder:  /s/ Richard C. Perkins

     

    Name of
Authorized Signatory:  Richard C. Perkins

     

    Title of
Authorized Signatory: Executive Vice President

     

    [SIGNATURE
PAGES CONTINUE]

     

    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    [SIGNATURE
PAGE OF HOLDERS TO OCLS RRA]

     

    Name of
Holder:  Donald O. & Janet M. Voight TTEE’s FBO Janet M. Voight Trust
U/A dtd 8/29/96

     

    Signature of Authorized Signatory of
Holder:  /s/ Richard C. Perkins

     

    Name of
Authorized Signatory:  Richard C. Perkins

     

    Title of
Authorized Signatory: Executive Vice President

     

    [SIGNATURE
PAGES CONTINUE]

     

    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    [SIGNATURE
PAGE OF HOLDERS TO OCLS RRA]

     

    Name of
Holder:  Piper Jaffray as Custodian FBO James B. Wallace
SPN/PRO

     

    Signature of Authorized Signatory of
Holder:  /s/ Richard C. Perkins

     

    Name of
Authorized Signatory:  Richard C. Perkins

     

    Title of
Authorized Signatory: Executive Vice President

     

    [SIGNATURE
PAGES CONTINUE]

     

    
      
         


      

      
        50

        
          

        

      

      
         


      

    


    [SIGNATURE
PAGE OF HOLDERS TO OCLS RRA]

     

    Name of
Holder:  David M. Wertrum, TTEE FBO David M. Westrum Revocable Living Trust
u/a dtd 6/1/97

     

    Signature of Authorized Signatory of
Holder:  /s/ Richard C. Perkins

     

    Name of
Authorized Signatory:  Richard C. Perkins

     

    Title of
Authorized Signatory: Executive Vice President

     

    [SIGNATURE
PAGES CONTINUE]

     

    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    [SIGNATURE
PAGE OF HOLDERS TO OCLS RRA]

     

    Name of
Holder:  Piper Jaffray as Custodian FBO Michael R. Wilcox IRA

     

    Signature of Authorized Signatory of
Holder:  /s/ Richard C. Perkins

     

    Name of
Authorized Signatory:  Richard C. Perkins

     

    Title of
Authorized Signatory: Executive Vice President

     

    [SIGNATURE
PAGES CONTINUE]

     

    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    [SIGNATURE
PAGE OF HOLDERS TO OCLS RRA]

     

    Name of
Holder:  Pyramid Partners, L.P.

     

    Signature of Authorized Signatory of
Holder:  /s/ Richard C. Perkins

     

    Name of
Authorized Signatory:  Richard C. Perkins

     

    Title of
Authorized Signatory: Executive Vice President

     

    
      
         


      

      
        17

        
          

        

      

      
         


      

    

     

    Annex A

     

    Plan of
Distribution

     

    Each
Selling Stockholder (the “Selling
Stockholders”) of the common stock and any of their pledgees, assignees
and successors-in-interest may, from time to time, sell any or all of their
shares of common stock on the NASDAQ Global Market or any other stock exchange,
market or trading facility on which the shares are traded or in private
transactions. These sales may be at fixed or negotiated prices. A Selling
Stockholder may use any one or more of the following methods when selling
shares:

     

    
      	
               
      

            	
              •

            	
              ordinary
      brokerage transactions and transactions in which the broker-dealer
      solicits purchasers;

            


    

    


    
      	
               
      

            	
              •

            	
              block
      trades in which the broker-dealer will attempt to sell the shares as agent
      but may position and resell a portion of the block as principal to
      facilitate the transaction;

            


    

    


    
      	
               
      

            	
              •

            	
              purchases
      by a broker-dealer as principal and resale by the broker-dealer for its
      account;

            


    

    


    
      	
               
      

            	
              •

            	
              an
      exchange distribution in accordance with the rules of the applicable
      exchange;

            


    

    


    
      	
               
      

            	
              •

            	
              privately
      negotiated transactions;

            


    

    


    
      	
               
      

            	
              •

            	
              settlement
      of short sales entered into after the effective date of the registration
      statement of which this prospectus is a
part;

            


    

    


    
      	
               
      

            	
              •

            	
              broker-dealers
      may agree with the Selling Stockholders to sell a specified number of such
      shares at a stipulated price per
share;

            


    

    


    
      	
               
      

            	
              •

            	
              through
      the writing or settlement of options or other hedging transactions,
      whether through an options exchange or
  otherwise;

            


    

    


    
      	
               
      

            	
              •

            	
              a
      combination of any such methods of sale;
or

            


    

    


    
      	
               
      

            	
              •

            	
              any
      other method permitted pursuant to applicable
  law.

            


    

     

    The
Selling Stockholders may also sell shares under Rule 144 under the
Securities Act of 1933, as amended (the “Securities Act”), if
available, rather than under this prospectus.

     

    
      
         


      

      
        18

        
          

        

      

      
         


      

    

     

    Broker-dealers
engaged by the Selling Stockholders may arrange for other brokers-dealers to
participate in sales. Broker-dealers may receive commissions or discounts from
the Selling Stockholders (or, if any broker-dealer acts as agent for the
purchaser of shares, from the purchaser) in amounts to be negotiated, but,
except as set forth in a supplement to this Prospectus, in the case of an agency
transaction not in excess of a customary brokerage commission in compliance
with NASDR Rule 2440; and in the case of a principal transaction a markup
or markdown in compliance with NASDR IM-2440.

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    In
connection with the sale of the common stock or interests therein, the Selling
Stockholders may enter into hedging transactions with broker-dealers or other
financial institutions, which may in turn engage in short sales of the common
stock in the course of hedging the positions they assume. The Selling
Stockholders may also sell shares of the common stock short and deliver these
securities to close out their short positions, or loan or pledge the common
stock to broker-dealers that in turn may sell these securities. The Selling
Stockholders may also enter into option or other transactions with
broker-dealers or other financial institutions or the creation of one or more
derivative securities which require the delivery to such broker-dealer or other
financial institution of shares offered by this prospectus, which shares such
broker-dealer or other financial institution may resell pursuant to this
prospectus (as supplemented or amended to reflect such
transaction).

     

    The
Selling Stockholders and any broker-dealers or agents that are involved in
selling the shares may be deemed to be “underwriters” within the meaning of the
Securities Act in connection with such sales. In such event, any commissions
received by such broker-dealers or agents and any profit on the resale of the
shares purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act. Each Selling Stockholder has informed the
Company that it does not have any written or oral agreement or understanding,
directly or indirectly, with any person to distribute the Common Stock. In no
event shall any broker-dealer receive fees, commissions and markups which, in
the aggregate, would exceed eight percent (8%).

     

    The
Company is required to pay certain fees and expenses incurred by the Company
incident to the registration of the shares. The Company has agreed to indemnify
the Selling Stockholders against certain losses, claims, damages and
liabilities, including liabilities under the Securities Act.

     

    Because
Selling Stockholders may be deemed to be “underwriters” within the meaning of
the Securities Act, they will be subject to the prospectus delivery requirements
of the Securities Act including Rule 172 thereunder. In addition, any
securities covered by this prospectus which qualify for sale pursuant to
Rule 144 under the Securities Act may be sold under Rule 144 rather
than under this prospectus. There is no underwriter or coordinating broker
acting in connection with the proposed sale of the resale shares by the Selling
Stockholders.

     

    We agreed
to keep this prospectus effective until the earlier of (i) the date on
which the shares may be resold by the Selling Stockholders without registration
and without regard to any volume limitations by reason of Rule 144(k) under the
Securities Act or any other rule of similar effect or (ii) all of the
shares have been sold pursuant to this prospectus or Rule 144 under the
Securities Act or any other rule of similar effect. The resale shares will be
sold only through registered or licensed brokers or dealers if required under
applicable state securities laws. In addition, in certain states, the resale
shares may not be sold unless they have been registered or qualified for sale in
the applicable state or an exemption from the registration or qualification
requirement is available and is complied with.

     

    
      
         


      

      
        20

        
          

        

      

      
         


      

    

     

    Under
applicable rules and regulations under the Exchange Act, any person engaged in
the distribution of the resale shares may not simultaneously engage in market
making activities with respect to the common stock for the applicable restricted
period, as defined in Regulation M, prior to the commencement of the
distribution. In addition, the Selling Stockholders will be subject to
applicable provisions of the Exchange Act and the rules and regulations
thereunder, including Regulation M, which may limit the timing of purchases
and sales of shares of the common stock by the Selling Stockholders or any other
person. We will make copies of this prospectus available to the Selling
Stockholders and have informed them of the need to deliver a copy of this
prospectus to each purchaser at or prior to the time of the sale (including by
compliance with Rule 172 under the Securities Act).

     

    
      
         


      

      
        21

        
          

        

      

      
         


      

    

     

    Annex
B

     

    OCULUS
INNOVATIVE SCIENCES, INC.

     

    Selling
Securityholder Notice and Questionnaire

     

    The
undersigned beneficial owner of common stock (the “Registrable
Securities”) of Oculus Innovative Sciences, Inc., a Delaware corporation
(the “Company”),
understands that the Company has filed or intends to file with the Securities
and Exchange Commission (the “Commission”) a
registration statement (the “Registration
Statement”) for the registration and resale under Rule 415 of the
Securities Act of 1933, as amended (the “Securities Act”), of
the Registrable Securities, in accordance with the terms of the Registration
Rights Agreement (the “Registration Rights
Agreement”) to which this document is annexed. A copy of the Registration
Rights Agreement is available from the Company upon request at the address set
forth below. All capitalized terms not otherwise defined herein shall have the
meanings ascribed thereto in the Registration Rights Agreement.

     

    Certain
legal consequences arise from being named as a selling securityholder in the
Registration Statement and the related prospectus. Accordingly, holders and
beneficial owners of Registrable Securities are advised to consult their own
securities law counsel regarding the consequences of being named or not being
named as a selling securityholder in the Registration Statement and the related
prospectus.

     

    NOTICE

     

    The
undersigned beneficial owner (the “Selling
Securityholder”) of Registrable Securities hereby elects to include the
Registrable Securities owned by it in the Registration Statement.

     

    
      
         


      

      
        22

        
          

        

      

      
         


      

    

     

    The
undersigned hereby provides the following information to the Company and
represents and warrants that such information is accurate:

     

    QUESTIONNAIRE

     

    1.
Name.

     

    
      
        	 	
                (a)

              	
                Full
      Legal Name of Selling
Securityholder

              


      

       

      
        	 	
                (b)

              	
                Full
      Legal Name of Registered Holder (if not the same as (a) above)
      through which Registrable Securities are
held:

              


      

       

      
        	 	
                (c)

              	
                Full
      Legal Name of Natural Control Person (which means a natural person who
      directly or indirectly alone or with others has power to vote or dispose
      of the securities covered by this
  Questionnaire):

              


      

       

    

    2.
Address for Notices to Selling Securityholder:

     

    
      
        
          
            	
                    Telephone:

                  	 
      	 
      


          

        

      

    

     

    
      
        
          
            	
                    Fax:

                  	 
      	 
      


          
  

      

    

    
      
        
          
            	
                    Contact
      Person:

                  	 
      	 
      


          

        

      

    

     

    3.
Broker-Dealer Status:

     

    
      
        	 	
                (a)

              	
                Are
      you a broker-dealer?

              


      

       

      Yes   ̈      No   ̈

       

      
        	 	
                (b)

              	
                If
      “yes” to Section 3(a), did you receive your Registrable Securities as
      compensation for investment banking services to the
    Company?

              


      

       

      Yes   ̈      
No   ̈

       

    

    Note: If
“no” to Section 3(b), the Commission’s staff has indicated that you should
be identified as an underwriter in the Registration Statement.

     

    
      
         


      

      
        23

        
          

        

      

      
         


      

    

     

    
      
        	 	
                (c)

              	
                Are
      you an affiliate of a
broker-dealer?

              


      

       

      Yes   ̈      No   ̈

       

      
        	 	
                (d)

              	
                If
      you are an affiliate of a broker-dealer, do you certify that you purchased
      the Registrable Securities in the ordinary course of business, and at the
      time of the purchase of the Registrable Securities to be resold, you had
      no agreements or understandings, directly or indirectly, with any person
      to distribute the Registrable
Securities?

              


      

       

      Yes   ̈     No   ̈

       

      Note: If
“no” to Section 3(d), the Commission’s staff has indicated that you should
be identified as an underwriter in the Registration Statement.

       

    

    4.
Beneficial Ownership of Securities of the Company Owned by the Selling
Securityholder.

     

    Except
as set forth below in this Item 4, the undersigned is not the beneficial or
registered owner of any securities of the Company other than the securities
issuable pursuant to the Purchase Agreement.

     

    
      
        	 	
                (a)

              	
                Type
      and Amount of other securities beneficially owned by the Selling
      Securityholder:

              


      

      

        
          
             


          

          
            24

            
              

            

          

          
             


          

        

      

    

     

    5.
Relationships with the Company:

     

    Except
as set forth below, neither the undersigned nor any of its affiliates, officers,
directors or principal equity holders (owners of 5% of more of the equity
securities of the undersigned) has held any position or office or has had any
other material relationship with the Company (or its predecessors or affiliates)
during the past three years.

     

    State any
exceptions here:

     

     The
undersigned agrees to promptly notify the Company of any inaccuracies or changes
in the information provided herein that may occur subsequent to the date hereof
at any time while the Registration Statement remains effective.

     

    By
signing below, the undersigned consents to the disclosure of the information
contained herein in its answers to Items 1 through 5 and the inclusion of such
information in the Registration Statement and the related
prospectus            and
any amendments or supplements thereto . The undersigned understands that such
information will be relied upon by the Company in connection with the
preparation or amendment of the Registration Statement and the related
prospectus.

     

    IN
WITNESS WHEREOF the undersigned, by authority duly given, has caused this Notice
and Questionnaire to be executed and delivered either in person or by its duly
authorized agent.

     

    Date:                                         

     

    
      
        
          
            	 
      	 
      	
                    Beneficial Owner:

                  	 
      	 
      	 
      	 
      


          

        

      

    

     

    
      
        
          
            	 
      	 
      	
                    By:

                  	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
                    Name:

                  	 
      	 
      
	 
      	 
      	 
      	 
      	
                    Title:

                  	 
      	 
      


          

        

      

    

     

    PLEASE
FAX A COPY OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE TO
650-233-4545, ATTENTION: SEBASTIEN NICOLAS, AND RETURN THE ORIGINAL BY OVERNIGHT
MAIL, TO: SEBASTIEN NICOLAS, 2475 HANOVER STREET, PALO ALTO, CA
94304.
 

    
      
         


      

      
        25