Unassociated Document


     

    Exhibit 10.32

     

    PURCHASE
AGREEMENT

     

    THIS PURCHASE AGREEMENT (“Agreement”) is
made as of the 6th day of February, 2009 by and among Oculus Innovative
Sciences, Inc., a Delaware corporation (the “Company”), and the
Investors listed on Schedule A (each, an “Investor”).

     

    Recitals

     

    WHEREAS, the Company and the Investor
are executing and delivering this Agreement in reliance upon the exemption from
securities registration afforded by the provisions of Regulation D
(“Regulation D”), as promulgated by the U.S. Securities and Exchange
Commission (the “SEC”) under the Securities Act of 1933, as amended;
and

     

    WHEREAS, the Investor wishes to purchase
from the Company, and the Company wishes to sell and issue to the Investor, upon
the terms and conditions stated in this Agreement, (i) up to 2,500,000
shares of the Company’s Common Stock, par value $0.0001 per share (the “Common
Stock”), and warrants as further described below (collectively, the “Units”) at
a purchase price of $1.169 per Unit;

     

    NOW THEREFORE, In consideration of
the  mutual promises made herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

     

    1. Definitions. In addition to those terms defined
above and elsewhere in this Agreement, for the purposes of this Agreement, the
following terms shall have the meanings set forth below:

     

    “Affiliate” means, with respect to any Person, any
other Person which directly or indirectly through one or more intermediaries
Controls, is controlled by, or is under common control with, such
Person.

     

    “Business
Day” means a day, other
than a Saturday or Sunday, on which banks in New York City are open for the general transaction of
business.

     

    “Control” (including the terms “controlling”,
“controlled by” or “under common control with”) means the possession, direct or
indirect, of the power to direct or cause the direction of the management and
policies of a Person, whether through the ownership of voting securities, by
contract or otherwise.

     

    “Material
Adverse Effect” means a
material adverse effect on (i) the assets, liabilities, results of
operations, condition (financial or otherwise), business, or prospects of the
Company, or (ii) the ability of the Company to perform its obligations
under the Transaction Documents.

     

    “Person” means an individual, corporation,
partnership, limited liability company, trust, business trust, association,
joint stock company, joint venture, sole proprietorship, unincorporated
organization, governmental authority or any other form of entity not
specifically listed herein.

     

    “Securities” means the Common Stock, the Warrants
and the Warrant Shares.

     

    “Warrant
Shares” means the shares of
Common Stock issuable upon the exercise of the Warrants.

     

    “1933
Act” means the Securities
Act of 1933, as amended, or any successor statute, and the rules and regulations
promulgated thereunder.

     

    “1934
Act” means the Securities
Exchange Act of 1934, as amended, or any successor statute, and the rules and
regulations promulgated thereunder.

     

    
      
        
        

      

      
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    2. Purchase and
Sale of the
Common Stock and Warrants.
Subject to the terms and conditions of this Agreement, the Investor shall
purchase, and the Company shall sell and issue to the Investor, the Units. If
there is more than one Investor, such Investors will participate as described on
Schedule A and, in such case, each reference to “Investor” should be
interpreted to mean the Investors listed on Schedule A.

     

    Each 100 Units will be comprised
of:

     

     (i) One hundred
(100) shares of Common Stock.

     

     (ii) A Series A Warrant
to purchase fifty-eight (58) shares of Common Stock, in substantially the
same form as Exhibit A, at an exercise price of $1.87 per share. The
Series A Warrants shall be exercisable after six months and will have a
five year term. The Series A Warrants will also have a cashless
feature.

     

     (iii) A Series B
Warrants, in substantially the same form as Exhibit B, to purchase
seventy-eight (78) shares of Common Stock at an exercise price of $1.13 per
share. The Series B Warrants shall be exercisable after six months and will
have a three year term.

     

     (iv) For every two shares of
Common Stock the Investor purchases upon exercise of a Series B Warrant,
the Investor will receive an additional Series C Warrant, in substantially
the same form as Exhibit C, to purchase one share of Common Stock. The
Series C Warrant shall be exercisable after six months and will have an
exercise price of $1.94 and a five year term.

     

    Each warrant will have a prohibition on
exercise in the event that the holder of such warrant would beneficially own
over 9.99% of the Company’s issued and outstanding stock. Additionally, each
warrant will contain a provision that prohibits exercise in the event that
exercise will permit a “change of control” as that term is interpreted by the
applicable rules and interpretations of any market on which the Company’s
securities trade.

     

    3. Closing. On the date of the investment, as
described in Section 2 (a “Closing”) once the Company receives the
designated payment in full in available funds and confirms that the other
conditions to closing specified herein have been satisfied or duly waived by the
Investor, the Company shall deliver to the Investor, a certificate or
certificates, and such Warrants, registered in such name or names as the
Investor may designate, representing the Units. The Closing of the purchase and
sale of the Units shall take place at the Company’s headquarters, 1129 North McDowell Blvd., Petaluma, California 94954, or at such other location and on such
other date as the Company and the Investor shall mutually
agree.

     

    4. Representations
and Warranties of the Company. The Company hereby represents and
warrants to the Investor the following:

     

    4.1 Organization,
Good Standing and Qualification. The Company is a corporation duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation and has all requisite corporate power and
authority to carry on its business as now conducted and to own its properties.
The Company is duly qualified to do business as a foreign corporation and is in
good standing in each jurisdiction in which the conduct of its business or its
ownership or leasing of property makes such qualification or leasing necessary
unless the failure to so qualify has not had and could not reasonably be
expected to have a Material Adverse Effect.

     

    4.2 Authorization. The Company has full power and
authority and has taken all requisite action on the part of the Company, its
officers, directors and stockholders necessary for (i) the authorization,
execution and delivery of the Transaction Documents, (ii) the authorization
of the performance of all obligations of the Company hereunder or thereunder,
and (iii) the authorization, issuance (or reservation for issuance) and
delivery of the Securities. The Transaction Documents constitute the legal,
valid and binding obligations of the Company, enforceable against the Company in
accordance with their terms, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general applicability,
relating to or affecting creditors’ rights generally.

     

    
      
        
        

      

      
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    4.3 Valid
Issuance. The Common Stock
has been duly and validly authorized and, when issued and paid for pursuant to
this Agreement, will be validly issued, fully paid and nonassessable, and shall
be free and clear of all encumbrances and restrictions, except for restrictions
on transfer imposed by applicable securities laws. The Warrants have been or
will be duly and validly authorized. Upon the due exercise of the Warrants, the
Warrant Shares will be validly issued, fully paid and non-assessable free and
clear of all encumbrances and restrictions, except for restrictions on transfer
imposed by applicable securities laws. The Company has reserved a sufficient
number of shares of Common Stock for issuance upon the exercise of the Warrants,
free and clear of all encumbrances and restrictions, except for restrictions on
transfer imposed by applicable securities laws.

     

    4.4 Delivery of
SEC Filings; Business. The
Company has made available to the Investor true and complete copies of the
Company’s most recent Annual Report on Form 10-K for the fiscal year ended
March 31, 2008 (the “10-K”), and all other reports filed by the Company
pursuant to the 1934 Act since the filing of the 10-K and prior to the date
hereof (collectively, the “SEC Filings”). The SEC Filings are the only filings
required of the Company pursuant to the 1934 Act for such period. The Company is
engaged in all material respects only in the business described in the SEC
Filings and the SEC Filings contain a complete and accurate description in all
material respects of the business of the Company and its Subsidiaries, taken as
a whole.

     

    4.5 Use of
Proceeds. The net proceeds
of the sale of the Units hereunder shall be used by the Company for working
capital and general corporate purposes.

     

    4.6 No Directed
Selling Efforts or General Solicitation. Neither the Company nor any Person
acting on its behalf has conducted any general solicitation or general
advertising (as those terms are used in Regulation D) in connection with
the offer or sale of any of the Securities.

     

    4.7 Private
Placement. The offer and
sale of the Securities to the Investors as contemplated hereby is exempt from
the registration requirements of the 1933 Act.

     

    5. Representations
and Warranties of the Investor. The Investor hereby represents and
warrants to the Company that:

     

    5.1 Organization
and Existence. The Investor
is a validly existing corporation and has all requisite corporate power and
authority to invest in the Securities pursuant to this
Agreement.

     

    5.2 Authorization. The execution, delivery and
performance by the Investor of the Transaction Documents to which the Investor
is a party have been duly authorized and will constitute the valid and legally
binding obligation of the Investor, enforceable against the Investor in
accordance with their respective terms, subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar laws of general
applicability, relating to or affecting creditors’ rights
generally.

     

    5.3 Purchase
Entirely for Own Account.
The Securities to be received by the Investor hereunder will be acquired for the
Investor’s own account, not as nominee or agent, and not with a view to the
resale or distribution of any part thereof in violation of the 1933 Act, and the
Investor has no present intention of selling, granting any participation in, or
otherwise distributing the same in violation of the 1933 Act without prejudice,
however, to the Investor’s right at all times to sell or otherwise dispose of
all or any part of such Securities in compliance with applicable federal and
state securities laws. Nothing contained herein shall be deemed
a representation or warranty by the Investor to hold the Securities for any
period of time. The Investor is not a broker-dealer registered with the SEC
under the 1934 Act or an entity engaged in a business that would require it to
be so registered.

     

    
      
        
        

      

      
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    5.4 Investment
Experience. The Investor
acknowledges that it can bear the economic risk and complete loss of its
investment in the Securities and has such knowledge and experience in financial
or business matters that it is capable of evaluating the merits and risks of the
investment contemplated hereby.

     

    5.5 Disclosure
of Information. The
Investor has had an opportunity to receive all information related to the
Company requested by it and to ask questions of and receive answers from the
Company regarding the Company, its business and the terms and conditions of the
offering of the Securities. The Investor acknowledges that true and complete
copies of the Company’s SEC Filings have been made available to the Investor
through the EDGAR system. Neither such inquiries nor any other due diligence
investigation conducted by the Investor shall modify, limit or otherwise affect
the Investor’s right to rely on the Company’s representations and warranties
contained in this Agreement.

     

    5.6 Restricted
Securities. The Investor
understands that the Securities are characterized as “restricted securities”
under the U.S. federal securities laws inasmuch as they are being acquired from
the Company in a transaction not involving a public offering and that under such
laws and applicable regulations such securities may be resold without
registration under the 1933 Act only in certain limited
circumstances.

     

    5.7 Legends. It is understood that, except as
provided below, certificates evidencing the Securities may bear the following or
any similar legend:

     

    (a) “THE SHARES OF COMMON STOCK
REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED.  THESE SHARES MAY NOT BE SOLD, OFFERED FOR
SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE
OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT OR ANY
APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY
TO THE COMPANY. THAT SUCH REGISTRATION IS NOT REQUIRED.”

     

    (b) If required by the authorities
of any state in connection with the issuance of sale of the Securities, the
legend required by such state authority.

     

    5.8 Accredited
Investor. The Investor is
an accredited investor as defined in Rule 501(a) of Regulation D, as
amended, under the 1933 Act.

     

    5.9 No General
Solicitation. The Investor
did not learn of the investment in the Securities as a result of any general
solicitation or general advertising.

     

    5.10 Reliance on
Exemptions. The Investor
understands that the Securities are being offered and sold to in reliance upon
specific exemptions from the registration requirements of the 1933 Act, the
rules and regulations promulgated thereunder and state securities laws and that
the Company is relying upon the truth and accuracy of, and the Investor’s
compliance with, the representations, warranties, agreements, acknowledgments
and understandings of the Investor set forth herein in order to determine the
availability of such exemptions and the eligibility of the Investor to acquire
the Securities.

     

    5.11 Investment
Decision. The Investor
understands that nothing in the Agreement or any other materials presented to
the Investor in connection with the purchase and sale of the Securities
constitutes legal, tax or investment advice. The Investor has consulted such
legal, tax and investment advisors as it, in its sole discretion, has deemed
necessary or appropriate in connection with its purchase of the
Securities.

     

    5.12 Risk of
Loss. The Investor
understands that its investment in the Securities involves a significant degree
of risk, including a risk of total loss of the Investor’s investment, and the
Investor has full cognizance of and understands all of the risk factors
related to the Investor’s purchase of the Securities, including, but not limited
to, those set forth under or incorporated by reference under the caption “Risk
Factors” in the SEC Filings. The Investor understands that the market price of
the Common Stock can fluctuate and that no representation is being made as to
the future value of the Common Stock.

     

    
      
        
        

      

      
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    5.13 No
Government Review. The
Investor understands that no United States federal or state agency or any other
government or governmental agency has passed upon or made any recommendation or
endorsement of the Securities.

     

    5.14 Residency. The Investor’s principal executive
office is in the jurisdiction set forth immediately below the Investor’s name on
the signature page attached hereto.

     

    6. Conditions
to Closing.

     

    6.1 Conditions
to the Investors’ Obligations. The obligation of the Investor to
purchase the Units at the Closing is subject to the fulfillment to the
Investor’s satisfaction, on or prior to the Closing Date, of the following
conditions, any of which may be waived by the Investor:

     

    (a)  The Company shall have
delivered a Certificate or Certificates representing the number of shares of
Common Stock to be issued.

     

    (b) The Company shall have
delivered the Series A and Series B warrants.

     

    (c) The Company shall have
delivered a legal opinion in substantially the same form as the legal opinion in
Schedule B.

     

    6.2 Conditions
to Obligations of the Company. The Company’s obligation to sell the
Units at the Closing is subject to the fulfillment to the satisfaction of the
Company on or prior to the Closing Date of the following conditions, any of
which may be waived by the Company:

     

    (a)  The Investor shall have
delivered the investment amount described in Section 2 to the
Company.

     

    (b) The Investor shall have
designated the number of shares of Common Stock to be represented on each
Certificate and provided the tax identification number, delivery address and any
other information the Company may reasonably request to issue the
Certificates.

     

    7. Covenants
and Agreements of the Company.

     

    7.1 Reservation
of Common Stock. The
Company shall at all times reserve and keep available out of its authorized but
unissued shares of Common Stock, solely for the purpose of providing for the
exercise of the Warrants, such number of shares of Common Stock as shall from
time to time equal the number of shares sufficient to permit the exercise of the
Warrants issued pursuant to this Agreement in accordance with their respective
terms.

     

    7.2 No
Conflicting Agreements. The
Company will not take any action, enter into any agreement or make any
commitment that would conflict or interfere in any material respect with the
Company’s obligations to the Investor under the Transaction
Documents.

     

    7.3 Compliance
with Laws. The Company will
comply in all material respects with all applicable laws, rules, regulations,
orders and decrees of all governmental authorities.

     

    
      
        
        

      

      
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    8. Registration.

     

    8.1 Within 30 calendar days following
the Closing Date, the Company shall cause a registration statement on Form S-1
(or such other Form appropriate for such purpose) (the “Registration
Statement”) to be filed
with the U.S. Securities and Exchange Commission (the “Commission”) under the
Securities Act, for an offering to be made on a continuous basis pursuant to
Rule 415 of the Securities Act with respect to (i) the Common Stock
issued pursuant to this Agreement and (ii) the Warrant Shares (together, the
“Registrable
Securities”). The Company
shall cause such Registration Statement to be declared effective by the
Commission as soon as possible, but in any event, no later than 90 calendar days
following the Closing Date if the Company receives a “No Review” from the
Commission or 120 days following the Closing Date if the Company receives a
review, and shall use its reasonable best efforts to keep the Registration
Statement continuously effective for three years following such date the
Commission declares the Registration Statement effective (the “Effectiveness
Period”). Each Investor agrees to provide the Company with any information
reasonably requested by the Company for purposes of including such Investor’s
securities in the Registration Statement within ten business days following such
request. If the Investor does not provide such information, the Company may
exclude the Investor’s Registrable Securities from the Registration Statement if
the Company reasonably believes such information is necessary to comply with
federal securities laws. Such exclusion shall not be consider default or breach
of this Agreement by the Company and the Company shall not be subject to any
damages including liquidated damages. The Company may include shares of Common
Stock other than the Registrable Securities on the Registration Statement as
long as the total number of shares of Common Stock (including the Registrable
Securities) to be registered in the aggregate on such registration statement
does not then exceed 33% of the Company’s public float. The Company may not
include any other shares of Common Stock on the Registration Statement until all
of the Registrable Securities have been so included or the Investor has agreed
in writing to have its Registrable Securities excluded from such Registration
Statement.

     

    8.2 Notwithstanding anything to the
contrary contained in this Agreement, if the staff of the Commission (the
“Staff”), seeks to characterize any offering pursuant to a registration
statement filed in accordance with this Agreement as constituting a primary
offering of securities by or on behalf of the Company, or in any other manner,
such that the Staff or the Commission does not permit such Registration
Statement to become effective and used for resales in a continuous at the market
offering pursuant to Rule 415 under the Securities Act by the Investors
without being named therein as “underwriters” (a “Resale
Registration Statement”),
then the Company shall have the right to reduce the number of Registrable
Securities to be included in such registration statement by all Investors, to
the extent that the Staff or the Commission shall permit such registration
statement to become effective as a Resale Registration Statement. In making such
reduction, the Company shall reduce the number of Registrable Securities by
decreasing the Common Stock first pro rata by Investor based on dollar amount
invested pursuant to this Agreement. If such reductions are not sufficient, the
Company may reduce the Warrant Shares issuable upon exercise of the
Series A warrants, then the Series C warrants and then the
Series B warrants.

     

    8.3 In the event that the inclusion of
Registrable Securities by a particular Investor or a particular type of Investor
is the cause of the refusal by the Staff or the Commission to allow such
registration statement to become effective as a Resale Registration Statement,
the Registrable Securities held by such Investor or type of Investors shall be
the only Registrable Securities subject to reduction (and if by a set of
Investors on a pro rata basis with respect to such Investors or on such other
basis as would result in the exclusion of the least number of shares by all such
Investors). In addition, if the Staff or the Commission requires any Investor
seeking to sell under a Registration Statement filed pursuant to this Agreement
to be identified as an “underwriter” in order to permit such Registration
Statement to become effective, and such Investor does not consent to being so
named as an underwriter in such Registration Statement, then, in each such case,
the Company shall be entitled, following good faith discussions with the Staff
and/or the Commission and the affected Investor, to reduce the total number of
Registrable Securities to be registered on behalf of such Investor, until such
time as the Staff or the Commission does not require such
identification.

     

    8.4 Subject to Section 8.5 below,
in the event of any reduction in Registrable Securities to be included in the
Registration Statement, an affected Investor shall have the right, solely
following such time as the Company is able to effect the registration of any
such Registrable Securities in accordance with any restrictions which were
imposed on it by the Commission, upon delivery
of a written request to the Company signed by such Investor, to require the
Company to file an additional registration statement on Form S-1 (or such other
Form appropriate for such purpose) with the Commission under the Securities Act
for an offering to be made on a continuous basis pursuant to Rule 415 of
the Securities Act within 120 calendar days after the Company’s receipt of any
such request (the “Additional
Filing Date”) for resale by
such Investor, in a manner reasonably acceptable to such Investor, of any
Registrable Securities which are not then covered by an existing and effective
registration statement (including the Registration Statement) and the Company
shall, following such request, use its reasonable best efforts to cause such
additional registration statement(s) to be declared effective under the
Securities Act as soon as possible but, in any event, no later than 120 calendar
days following the applicable Additional Filing Date (the “Additional
Outside Date”), and kept
continuously effective for two years after the effective date of any such
registration statement (in each such case, the “Additional
Effectiveness Period”).

     

    
      
        
        

      

      
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    8.5 No Investor will be entitled to
require the Company to file a registration statement during any time period that
the Investor can sell its Registrable Securities pursuant to Rule 144 of
the Securities Act without volume restrictions, in each case as determined by
counsel to the Company pursuant to a written opinion letter to such effect,
addressed and acceptable to the Company’s transfer agent and the affected
Investors. The Investor agrees to provide such
information as is reasonably necessary for the counsel to the Company to make
such determination. The Company agrees to provide each Investor up to three
legal opinions at Company expense within five years following the date of this
Agreement to facilitate such sales. Such obligation is dependent on the Investor
complying with Rule 144 and providing such information as reasonably
requested by the Company or its counsel to write such
opinion.

     

    8.6 If for any reason or for no reason
whatsoever, either (a) the Registration Statement is not filed on or prior
to 30 calendar days following the Closing Date or any additional registration
statement is not filed on or prior to the Additional Filing Date, in each case
covering the Registrable Securities required under this Agreement to be included
therein, or (b) a Registration Statement is not declared effective by the
Commission within 90 calendar days following the Closing Date if the Company
receives a “No Review” from the Commission or 120 days following the
Closing Date if the Company receives a review , or any additional registration
statement is not declared effective by the Commission on or prior to the
Additional Outside Date or (c) after the effective date of a Registration
Statement or any additional registration statement, without regard for the
reason thereunder or efforts therefore, such Registration Statement (or
additional registration statement) ceases for any reason to remain continuously
effective as to all Registrable Securities included in such Registration
Statement or additional registration statement, or the Investors are otherwise
not permitted to utilize the Prospectus therein to resell such Registrable
Securities, for more than an aggregate of 30 Trading Days during any 12-month
period within the Effectiveness Period (any such failure or breach being
referred to as an “Event”, and for purposes of clauses
(a) or (b) the date on which such Event occurs, or for purposes of
clause (iii) the date which such 30 Trading Day-period is exceeded, being
referred to as “Event
Date”)), then, in addition
to any other rights the Investors 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 Investor an amount in
cash, as partial liquidated damages and not as a penalty, equal to 0.5% of the
aggregate purchase price paid by such Investor for the Unit(s); provided that
the aggregate payments pursuant to this Section to any Investor do not exceed
2.0% of the aggregate purchase price paid by such Investor for the Unit(s). The
parties agree that the Company shall not be liable for liquidated damages under
this Agreement with respect to any Warrants or Warrant
Shares.

     

    9. Miscellaneous.

     

    9.1 Successors
and Assigns. This Agreement
may not be assigned by a party hereto without the prior written consent of the
Company or the Investor, as applicable. The provisions of this Agreement shall
inure to the benefit of and be binding upon the respective permitted successors
and assigns of the parties. Nothing in this Agreement, express or implied, is
intended to confer upon any party other than the parties hereto or their
respective successors and assigns any rights, remedies, obligations, or
liabilities under or by reason of this Agreement, except as expressly provided
in this Agreement.

     

    
      
        
        

      

      
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    9.2 Counterparts;
Faxes. This Agreement may
be executed in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument. This Agreement may also be executed and transmitted via facsimile or
by .pdf (portable document format) via electronic mail, each of which shall be
deemed an original.

     

    9.3 Titles and
Subtitles. The titles and
subtitles used in this Agreement are used for convenience only and are not to be
considered in construing or interpreting this Agreement.

     

    9.4 Notices. Unless otherwise provided, any notice
required or permitted under this Agreement shall be given in writing and shall
be deemed effectively given as hereinafter described (i) if given by
personal delivery, then such notice shall be deemed given upon such delivery,
(ii) if given by email, telex or telecopier, then such notice shall be deemed
given upon receipt of confirmation of complete transmittal, (iii) if given
by mail, then such notice shall be deemed given upon the earlier of
(A) receipt of such notice by the recipient or (B) three days after
such notice is deposited in first class mail, postage prepaid, and (iv) if
given by an internationally recognized overnight air courier, then such notice
shall be deemed given one Business Day after delivery to such carrier. All
notices shall be addressed to the party to be notified at the address as
follows, or at such other address as such party may designate by ten days’
advance written notice to the other party:

     

    If to the Company:

     

    Oculus Innovative Sciences,
Inc.

    1129 North McDowell
Blvd.

    Petaluma, California 94954

    Attention: Jim Schutz, Vice President
Corporate Development and General Counsel

    Fax:
(707) 283-0551

     

    With a copy to:

     

    Trombly Business Law

    1320 Centre Street,
Suite 202

    Newton, MA 02459

    Attention: Amy
Trombly

    Fax:
(617) 243-0066

     

    If to the Investor:

     

    To the Address listed on
Schedule A

     

    9.5 Expenses. Each  of  the  parties
 hereto  shall  pay  its  own costs and expenses
 in  connection  with  this  Agreement  and
 the  transactions contemplated  hereby, including  the
 fees  and  expenses  of  its  counsel  and
 other  experts. In the event that legal proceedings are commenced by
any party to this Agreement against another party to this Agreement in
connection with this Agreement or the other Transaction Documents, the party or
parties which do not prevail in such proceedings shall severally, but not
jointly, pay their pro rata share of the reasonable attorneys’ fees and other
reasonable out-of-pocket costs and expenses incurred by the prevailing party in
such proceedings.

     

    9.6 Amendments
and Waivers. Any term of
this Agreement may be amended and the observance of any term of this Agreement
may be waived (either generally or in a particular instance and either
retroactively or prospectively), only with the written consent of the Company
and the Investor. Any amendment or waiver effected in accordance with this
paragraph shall be binding upon each holder of any Securities purchased under
this Agreement at the time outstanding, each future holder of all such
Securities, and the Company.

     

    
      
        
        

      

      
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    9.7 Severability. Any provision of this Agreement that
is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof but shall
be interpreted as if it were written so as to be enforceable to the maximum
extent permitted by applicable law, and any such prohibition or unenforceability
in any jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction. To the extent permitted by applicable law, the
parties hereby waive any provision of law which renders any provision hereof
prohibited or unenforceable in any respect.

     

    9.8 Entire
Agreement. This Agreement,
including the Schedules and Exhibits, and the other Transaction Documents
constitute the entire agreement among the parties hereof with respect to the
subject matter hereof and thereof and supersede all prior agreements and
understandings, both oral and written, between the parties with respect to the
subject matter hereof and thereof.

     

    9.9 Further
Assurances. The parties
shall execute and deliver all such further instruments and documents and take
all such other actions as may reasonably be required to carry out the
transactions contemplated hereby and to evidence the fulfillment of the
agreements herein contained.

     

    9.10 Governing
Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by,
and construed in accordance with, the internal laws of the State of California without regard to the choice of law
principles thereof. Each of the parties hereto irrevocably submits to the
exclusive jurisdiction of the courts of the State of California for the purpose of any suit, action,
proceeding or judgment relating to or arising out of this Agreement and the
transactions contemplated hereby. Service of process in connection with any such
suit, action or proceeding may be served on each party hereto anywhere in the
world by the same methods as are specified for the giving of notices under this
Agreement. Each of the parties hereto irrevocably consents to the jurisdiction
of any such court in any such suit, action or proceeding and to the laying of
venue in such court. Each party hereto irrevocably waives any objection to the
laying of venue of any such suit, action or proceeding brought in such courts
and irrevocably waives any claim that any such suit, action or proceeding
brought in any such court has been brought in an inconvenient
forum.

     

    [signature page
follows] 

     

    
      
        
        

      

      
        - 9
-

        
          

        

      

      
        
        

      

    

     

    IN WITNESS WHEREOF, the parties have
executed this Agreement or caused their duly authorized officers to execute this
Agreement as of the date first above written.

     

    
      	 
      	
              OCULUS
      INNOVATIVE SCIENCES, INC.

            	 
      
	 	 	 
	 	 	 
	 
      	 
      	
              By:  

            	
               
      /s/ Hojabr Alimi  

            	 
      
	 
      	 
      	 
      	
              Hojabr
      Alimi 

            	 
      
	 
      	 
      	 
      	
              President,
      Chief Executive Officer and

              Chairman
      of the Board 

            	 
      


    

     

    
      
        
        

      

      
        - 10
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    SCHEDULE A

     

    
      	
              Register Certificate
      As

            	
              Send Certificate
      To:

            	
              Send Correspondence, Legal
      Notices, and Proxies To:

            	
              Units @
    1.169

            	
              Total $$

            
	
              Cranshare Capital,
      LP

            	
              Cranshare Capital,
      LP

              3100 Dundee Road, Ste
      703

              Northbrook, IL 60052

            	
              Cranshare Capital,
      LP

              3100 Dundee Road, Ste
      703

              Northbrook, IL 60052

            	
              100,000

            	
              $116,900.00

            
	
              Rockmore Investment Master
      Fund

            	
              Rockmore Capital,
      LLC

              150 East 58th Street, 28th Flr

              New York, NY 10155

            	
              Rockmore Capital,
      LLC

              150 East 58th Street, 28th Flr

              New York, NY 10155

            	
              85,554

            	
              $100,000.94

            
	
              BAM Opportunity Fund, LP

            	
              BAM Opportunity Fund, LP

              44 Wall St., Suite
      1603

              New York, NY 10005

            	
              BAM Opportunity Fund, LP

              44 Wall St., Suite
      1603

              New York, NY 10005

            	
              1,000,000

            	
              $1,169,000.00

            
	
              Iroquois Master Fund,
      Ltd.

            	
              Iroquois Master Fund
      Ltd.

              641 Lexington Ave., 26th Fl.

              New York, NY 10022

            	
              Iroquois Master Fund
      Ltd.

              641 Lexington Ave., 26th Fl.

              New York, NY 10022

            	
              100,000

            	
              $116,900.00

            
	
              Robert G.
      Allison

            	
              Piper Jaffray

              Corp & Venture
      Services

              Mr. Ryan
      Carlson

              800 Nicollet Mall,
      J12S06

              Minneapolis, MN 55402

            	
              Robert G.
      Allison

              c/o Perkins Capital Management,
      Inc.

              730 East Lake
      Street

              Wayzata, MN 55391

            	
              51,326

            	
              $60,000.09

            
	
              William H. Baxter Trustee FBO
      William H Baxter Revocable Trust u/a dtd 7/3/96

            	
              Piper Jaffray

              Corp & Venture
      Services

              Mr. Ryan
      Carlson

              800 Nicollet Mall,
      J12S06

              Minneapolis, MN 55402

            	
              William H.
      Baxter

              c/o Perkins Capital Management,
      Inc.

              730 East Lake
      Street

              Wayzata, MN 55391

            	
              21,386

            	
              $25,000.24

            
	
              David & Carole Brown Trustees
      FBO David & Carole Brown Revocable Trust u/a dtd
      10/23/97

            	
              Piper Jaffray

              Corp & Venture
      Services

              Mr. Ryan
      Carlson

              800 Nicollet Mall,
      J12S06

              Minneapolis, MN 55402

            	
              David & Carole
      Brown

              c/o Perkins Capital Management,
      Inc.

              730 East Lake
      Street

              Wayzata, MN 55391

            	
              21,386

            	
              $25,000.24

            
	
              Dennis D.
      Gonyea

            	
              Piper Jaffray

              Corp & Venture
      Services

              Mr. Ryan
      Carlson

              800 Nicollet Mall,
      J12S06

              Minneapolis, MN 55402

            	
              Dennis D.
      Gonyea

              c/o Perkins Capital Management,
      Inc.

              730 East Lake
      Street

              Wayzata, MN 55391

            	
              21,386

            	
              $25,000.24

            
	
              Paul C. & Nancy S. Seel
      JTWROS

            	
              Piper Jaffray

              Corp & Venture
      Services

              Mr. Ryan
      Carlson

              800 Nicollet Mall,
      J12S06

              Minneapolis, MN 55402

            	
              Paul C. & Sancy S.
      Seel

              c/o Perkins Capital Management,
      Inc.

              730 East Lake
      Street

              Wayzata, MN 55391

            	
              21,386

            	
              $25,000.24

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

            	
              Piper Jaffray

              Corp & Venture
      Services

              Mr. Ryan
      Carlson

              800 Nicollet Mall,
      J12S06

              Minneapolis, MN 55402

            	
              Janet M.
Voight

              c/o Perkins Capital Management,
      Inc.

              730 East Lake
      Street

              Wayzata, MN 55391

            	
              21,386

            	
              $25,000.24

            
	
              Pyramid Partners,
      L.P.

            	
              Piper Jaffray

              Corp & Venture
      Services

              Mr. Ryan
      Carlson

              800 Nicollet Mall,
      J12S06

              Minneapolis, MN 55402

            	
              Richard W.
      Perkins

              c/o Perkins Capital Management,
      Inc.

              730 East Lake
      Street

              Wayzata, MN 55391

            	
              21,386

            	
              $25,000.24

            
	
              Dorothy J.
    Hoel

            	
              Piper Jaffray

              Corp & Venture
      Services

              Mr. Ryan
      Carlson

              800 Nicollet Mall,
      J12S06

              Minneapolis, MN 55402

            	
              Dorothy J.
Hoel

              c/o Perkins Capital Management,
      Inc.

              730 East Lake
      Street

              Wayzata, MN 55391

            	
              17,109

            	
              20,000.42

            
	
              Elizabeth J.
      Kuehne

            	
              Piper Jaffray

              Corp & Venture
      Services

              Mr. Ryan
      Carlson

              800 Nicollet Mall,
      J12S06

              Minneapolis, MN 55402

            	
              Piper Jaffray

              Corp & Venture
      Services

              Mr. Ryan
      Carlson

              800 Nicollet Mall,
      J12S06

              Minneapolis, MN 55402

            	
              17,109

            	
              20,000.42

            


    

    


    
      
        
        

      

      
        - 11
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    SCHEDULE B

     

    February _____, 2009

     

    TO: The Investors listed on
Schedule A:

     

    I have acted as counsel to Oculus
Innovative Sciences, Inc., a Delaware corporation (the “Company”) in
connection with the offer and sale by the Company of ___Units, each Unit
comprised of:

     

     (i) One hundred
(100) shares of Common Stock;

     

     (ii) A Series A Warrant
to purchase fifty-eight (58) shares of Common Stock, in substantially the
same form as Exhibit A, at an exercise price of $1.87 per
share;

     

     (iii) A Series B
Warrants, in substantially the same form as Exhibit B, to purchase
seventy-eight (78) shares of Common Stock at an exercise price of $1.13 per
share; and

     

     (iv) For every two shares of
Common Stock the Investor purchases upon exercise of a Series B Warrant,
the Investor will receive an additional Series C Warrant, in substantially
the same form as Exhibit C, at an exercise price of
$1.94.

     

    The Units are issued pursuant to the
exemption from registration under the Securities Act of 1933, as amended (the
“Act”), as set forth in Regulation D promulgated
thereunder.

     

    In connection with the opinions
expressed herein, I have made such examination of law as I considered
appropriate or advisable for purposes hereof. As to matters of fact material to
the opinions expressed herein, I have relied, with your permission, upon the
representations and warranties as to factual matters contained in and made by
the Company and the Investors pursuant to the Purchase Agreement
dated February ___, 2009 and upon such other
documents that I deemed necessary.

     

    In rendering this opinion, I have, with
your permission, assumed: (a) the authenticity of all documents submitted
to me as originals; (b) the conformity to the originals of all documents
submitted to me as copies; (c) the genuineness of all signatures;
(d) the legal capacity of natural persons; (e) the truth, accuracy and
completeness of the information, factual matters, representations and warranties
contained in all of such documents; (f) the due authorization, execution
and delivery of all such documents by the Investors, and the legal, valid and
binding effect thereof on the Investors; and (g) that the Company and the
Investors will act in accordance with their respective representations and
warranties as set forth in the Purchase Agreement.

     

    I am a member of the bar of the
Commonwealth of Massachusetts. I express no opinion as to the laws of
any jurisdiction other than corporate laws of the State of Delaware and the Federal laws of the
United States of
America. I express no
opinion with respect to the effect or application of any other
laws.

     

    
      
        
        

      

      
        - 12
-

        
          

        

      

      
        
        

      

    

     

    The issuance of the Units has been
(a) duly authorized by the Board of Directors of the Company, and
(b) all such Units, when issued pursuant to the Purchase Agreement, and
upon delivery, shall be validly issued and outstanding, fully paid and
non-assessable. Assuming the accuracy of the representations and warranties of
the Company set forth in the Purchase Agreement and of the Investors set forth
in the Purchase Agreement, the offer, issuance and sale of the Units to the
Investors pursuant to the Purchase Agreement are exempt from the registration
requirements of the Securities Act.

     

    My opinion expressed above is
specifically subject to the following limitations, exceptions, qualifications
and assumptions:

     

    A. The effect of bankruptcy,
insolvency, reorganization, moratorium and other similar laws relating to or
affecting the relief of debtors or the rights and remedies of creditors
generally, including without limitation the effect of statutory or other law
regarding fraudulent conveyances and preferential transfers.

     

    B. Limitations imposed by state
law, Federal law or general equitable principles upon the specific
enforceability of any of the remedies, covenants or other provisions of any
applicable agreement and upon the availability of injunctive relief or other
equitable remedies, regardless of whether enforcement of any such agreement is
considered in a proceeding in equity or at law.

     

    C. This opinion letter is governed
by, and shall be interpreted in accordance with, the Legal Opinion Accord (the
“Accord”) of the ABA Section of Business Law (1991). As a consequence, it is
subject to a number of qualifications, exceptions, definitions, limitations on
coverage and other limitations, all as more particularly described in the
Accord, including the General Qualifications and the Equitable Principles
Limitation, and this opinion letter should be read in conjunction
therewith.

     

    This opinion is rendered as of the date
first written above, is solely for your benefit in connection with the Purchase
Agreement and may not be relied upon or used by, circulated, quoted, or referred
to nor may any copies hereof be delivered to any other person without my prior
written consent. I disclaim any obligation to update this opinion letter or to
advise you of facts, circumstances, events or developments which hereafter may
be brought to my attention and which may alter, affect or modify the opinions
expressed herein.

     

    Very truly yours,

     

     

    
      
        

      

    

    Amy Trombly, Esq.

     

    
      
        
        

      

      
        - 13
-

        
          

        

      

      
        
        

      

    

     

    INVESTOR SIGNATURE PAGE TO THE OCULUS
INNOVATIVE SCIENCES, INC.

    PURCHASE AGREEMENT

     

    IN WITNESS WHEREOF, the undersigned have
caused this Purchase Agreement to be duly executed by their respective
authorized signatories as of the date first indicated above.

     

    
    

     

    
      	Dollar Value of
      Investment: 116,900	Number of Units
      purchased: 100,000


    

     

    Name of Investor: Cranshire Capital,
L.P.

     

    Signature of
Authorized Signatory of Investor: /s/ Lawrence A.
Prosser

     

    Name of Authorized
Signatory: Lawrence A. Prosser 

     

    Title of Authorized
Signatory: CFO, Downsview
Capital, Inc.  

     

    Email Address of Authorized
Signatory: 

     

    Fax Number of Authorized
Signatory: 

     

    Address and Phone Number for Notice of
Investor: Cranshire
Capital, L.P., 3100 Dundee
Road, Ste. 703,
Northbrook, IL 60062

     

    Address for Delivery of Securities for
Investor (if not same as above):

     

    Social
Security Number or Tax I.D. Number of Investor

     

    [SIGNATURE PAGES
CONTINUE]

     

    
      
        -
14 -

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    INVESTOR SIGNATURE PAGE TO THE OCULUS
INNOVATIVE SCIENCES, INC.

    PURCHASE AGREEMENT

     

    IN WITNESS WHEREOF, the undersigned have
caused this Purchase Agreement to be duly executed by their respective
authorized signatories as of the date first indicated above.

     

    
      	
              Dollar Value of Investment:
      100,000.94

            	
              Number of Units purchased:
      85,544

            


    

     

    Name of Investor: Rockmore Investment Master Fund
Ltd.

     

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

     

    Name of Authorized
Signatory: Brian Daly

     

    Title of Authorized
Signatory:
Director 

     

    Email Address of Authorized
Signatory: 

     

    Fax Number of Authorized
Signatory: 

     

    Address and Phone Number for Notice of
Investor: c/o Rockmore
Capital, LLC, 150 East 58th
Street, 28th Floor,
New York, NY 10155

     

    Address for Delivery of Securities for
Investor (if not same as above):

     

    Social
Security Number or Tax I.D. Number of Investor

     

    [SIGNATURE PAGES
CONTINUE]

     

    
      
        -
14 -

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    INVESTOR SIGNATURE PAGE TO THE OCULUS
INNOVATIVE SCIENCES, INC.

    PURCHASE AGREEMENT

     

    IN WITNESS WHEREOF, the undersigned have
caused this Purchase Agreement to be duly executed by their respective
authorized signatories as of the date first indicated above.

     

    
      	
              Dollar Value of Investment:
      1,169,000

            	
              Number of Units purchased:
      100,000

            


    

     

    Name of Investor: BAM Opportunity Fund LP

     

    Signature of
Authorized Signatory of Investor: /s/ Seth Morris

     

    Name of Authorized
Signatory: Seth
Morris 

     

    Title of Authorized
Signatory: Chief Operating
Officer

     

    Email Address of Authorized
Signatory: 

     

    Fax Number of Authorized
Signatory: 

     

    Address and Phone Number for Notice of
Investor: 44 Wall Street, Suite 1603, New York, NY 10005

     

    Address for Delivery of Securities for
Investor (if not same as above):

     

    Social
Security Number or Tax I.D. Number of Investor

     

    [SIGNATURE PAGES
CONTINUE]

     

    
      
        -
14 -

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    INVESTOR SIGNATURE PAGE TO THE OCULUS
INNOVATIVE SCIENCES, INC.

    PURCHASE AGREEMENT

     

    IN WITNESS WHEREOF, the undersigned have
caused this Purchase Agreement to be duly executed by their respective
authorized signatories as of the date first indicated above.

     

    
      	
              Dollar Value of Investment:
      116,900

            	
              Number of Units purchased:
      100,000

            


    

     

    Name of Investor: Iroquois Master Fund
Ltd.

     

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

     

    Name of Authorized
Signatory: Joshua Silverman

     

    Title of Authorized
Signatory: Director

     

    Email Address of Authorized
Signatory: 

     

    Fax Number of Authorized
Signatory: 

     

    Address and Phone Number for Notice of
Investor: 641 Lexington Ave., 26th Floor, New York, NY 10022

     

    Address for Delivery of Securities for
Investor (if not same as above):

     

    Social
Security Number or Tax I.D. Number of Investor

     

    [SIGNATURE PAGES
CONTINUE]

     

    
      
        -
14 -

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    INVESTOR SIGNATURE PAGE TO THE OCULUS
INNOVATIVE SCIENCES, INC.

    PURCHASE AGREEMENT

     

    IN WITNESS WHEREOF, the undersigned have
caused this Purchase Agreement to be duly executed by their respective
authorized signatories as of the date first indicated above.

     

    
      	
              Dollar Value of Investment:
      60,000.09

            	
              Number of Units purchased:
      51,326

            


    

     

    Name of Investor: Robert G. Allison 

     

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

     

    Name of Authorized
Signatory: Richard C. Perkins

     

    Title of Authorized
Signatory: Executive Vice President, Perkins
Capital Management Inc.

     

    Email Address of Authorized
Signatory: 

     

    Fax Number of Authorized
Signatory: 

     

    Address and Phone Number for Notice of
Investor: c/o Perkins
Capital Management, Inc., 730 East Lake Street, Wayzata MN 55391

     

    Address for Delivery of Securities for
Investor (if not same as above):

     

    Social
Security Number or Tax I.D. Number of Investor

     

    [SIGNATURE PAGES
CONTINUE]

     

    
      
        -
14 -

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    INVESTOR SIGNATURE PAGE TO THE OCULUS
INNOVATIVE SCIENCES, INC.

    PURCHASE AGREEMENT

     

    IN WITNESS WHEREOF, the undersigned have
caused this Purchase Agreement to be duly executed by their respective
authorized signatories as of the date first indicated above.

     

    
      	
              Dollar Value of Investment:
      25,000.24

            	
              Number of Units purchased:
      21,386

            


    

     

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

     

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

     

    Name of Authorized
Signatory: Richard C.
Perkins 

     

    Title of Authorized
Signatory: Executive Vice
President, Perkins Capital Management Inc.   

     

    Email Address of Authorized
Signatory: 

     

    Fax Number of Authorized
Signatory: 

     

    Address and Phone Number for Notice of
Investor: c/o Perkins
Capital Management, Inc., 730 East Lake Street, Wayzata MN 55391

     

    Address for Delivery of Securities for
Investor (if not same as above):

     

    Social
Security Number or Tax I.D. Number of Investor

     

    [SIGNATURE PAGES
CONTINUE]

     

    
      
        -
14 -

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    INVESTOR SIGNATURE PAGE TO THE OCULUS
INNOVATIVE SCIENCES, INC.

    PURCHASE AGREEMENT

     

    IN WITNESS WHEREOF, the undersigned have
caused this Purchase Agreement to be duly executed by their respective
authorized signatories as of the date first indicated above.

     

    
      	
              Dollar Value of Investment:
      25,000.24

            	
              Number of Units purchased:
      21,386

            


    

     

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

     

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

     

    Name of Authorized
Signatory: Richard C. Perkins

     

    Title of Authorized
Signatory: Executive Vice President, Perkins
Capital Management Inc.

     

    Email Address of Authorized
Signatory: 

     

    Fax Number of Authorized
Signatory: 

     

    Address and Phone Number for Notice of
Investor: c/o Perkins
Capital Management, Inc., 730 East Lake Street, Wayzata MN 55391

     

    Address for Delivery of Securities for
Investor (if not same as above):

     

    Social
Security Number or Tax I.D. Number of Investor

     

    [SIGNATURE PAGES
CONTINUE]

     

    
      
        -
14 -

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    INVESTOR SIGNATURE PAGE TO THE OCULUS
INNOVATIVE SCIENCES, INC.

    PURCHASE AGREEMENT

     

    IN WITNESS WHEREOF, the undersigned have
caused this Purchase Agreement to be duly executed by their respective
authorized signatories as of the date first indicated above.

     

    
      	
              Dollar Value of Investment:
      25,000.24

            	
              Number of Units purchased:
      21,386

            


    

     

    Name of Investor: Dennis D. Gonyea 

     

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

     

    Name of Authorized
Signatory: Richard C. Perkins

     

    Title of Authorized
Signatory: Executive Vice President, Perkins
Capital Management Inc.

     

    Email Address of Authorized
Signatory: 

     

    Fax Number of Authorized
Signatory: 

     

    Address and Phone Number for Notice of
Investor: c/o Perkins
Capital Management, Inc., 730 East Lake Street, Wayzata MN 55391

     

    Address for Delivery of Securities for
Investor (if not same as above):

     

    Social
Security Number or Tax I.D. Number of Investor

     

    [SIGNATURE PAGES
CONTINUE]

     

    
      
        -
14 -

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    INVESTOR SIGNATURE PAGE TO THE OCULUS
INNOVATIVE SCIENCES, INC.

    PURCHASE AGREEMENT

     

    IN WITNESS WHEREOF, the undersigned have
caused this Purchase Agreement to be duly executed by their respective
authorized signatories as of the date first indicated above.

     

    
      	
              Dollar Value of Investment:
      25,000.24

            	
              Number of Units purchased:
      21,386

            


    

     

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

     

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

     

    Name of Authorized
Signatory: Richard C. Perkins

     

    Title of Authorized
Signatory: Executive Vice President, Perkins
Capital Management Inc.

     

    Email Address of Authorized
Signatory: 

     

    Fax Number of Authorized
Signatory: 

     

    Address and Phone Number for Notice of
Investor: c/o Perkins
Capital Management, Inc., 730 East Lake Street, Wayzata MN 55391

     

    Address for Delivery of Securities for
Investor (if not same as above):

     

    Social
Security Number or Tax I.D. Number of Investor

     

    [SIGNATURE PAGES
CONTINUE]

     

    
      
        -
14 -

        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    INVESTOR SIGNATURE PAGE TO THE OCULUS
INNOVATIVE SCIENCES, INC.

    PURCHASE AGREEMENT

     

    IN WITNESS WHEREOF, the undersigned have
caused this Purchase Agreement to be duly executed by their respective
authorized signatories as of the date first indicated above.

     

    Dollar Value of Investment:
25,000.24                                                                                                Number of Units purchased:
21,386

     

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

     

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

     

    Name of Authorized
Signatory: Richard C. Perkins

     

    Title of Authorized
Signatory: Executive Vice President, Perkins
Capital Management Inc.

     

    Email Address of Authorized
Signatory: 

     

    Fax Number of Authorized
Signatory: 

     

    Address and Phone Number for Notice of
Investor: c/o Perkins
Capital Management, Inc., 730 East Lake Street, Wayzata MN 55391

     

    Address for Delivery of Securities for
Investor (if not same as above):

     

    Social
Security Number or Tax I.D. Number of Investor

     

    [SIGNATURE PAGES
CONTINUE]

     

    
      
        -
14 -

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    INVESTOR SIGNATURE PAGE TO THE OCULUS
INNOVATIVE SCIENCES, INC.

    PURCHASE AGREEMENT

     

    IN WITNESS WHEREOF, the undersigned have
caused this Purchase Agreement to be duly executed by their respective
authorized signatories as of the date first indicated above.

     

    
    

     

    
      	Dollar Value of
      Investment: 25,000.24 	
              Number
      of Units purchased: 21,386

            


    

     

    Name of Investor: Pyramid Partners,
L.P.

     

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

     

    Name of Authorized
Signatory: Richard C. Perkins

     

    Title of Authorized
Signatory: Executive Vice President, Perkins
Capital Management Inc.

     

    Email Address of Authorized
Signatory: 

     

    Fax Number of Authorized
Signatory: 

     

    Address and Phone Number for Notice of
Investor: c/o Perkins
Capital Management, Inc., 730 East Lake Street, Wayzata MN 55391

     

    Address for Delivery of Securities for
Investor (if not same as above):

     

    Social
Security Number or Tax I.D. Number of Investor

     

    [SIGNATURE PAGES
CONTINUE]

     

    
      
        -
14 -

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    INVESTOR SIGNATURE PAGE TO THE OCULUS
INNOVATIVE SCIENCES, INC.

    PURCHASE AGREEMENT

     

    IN WITNESS WHEREOF, the undersigned have
caused this Purchase Agreement to be duly executed by their respective
authorized signatories as of the date first indicated above.

     

    
      	Dollar
      Value of Investment: 20,000.42	Number of Units
      purchased: 17,109


    

     

    Name of Investor: Dorothy J. Hoel 

     

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

     

    Name of Authorized
Signatory: Richard C.
Perkins 

     

    Title of Authorized
Signatory: Executive Vice President, Perkins
Capital Management Inc.

     

    Email Address of Authorized
Signatory: 

     

    Fax Number of Authorized
Signatory: 

     

    Address and Phone Number for Notice of
Investor: c/o Perkins
Capital Management, Inc., 730 East Lake Street, Wayzata MN 55391

     

    Address for Delivery of Securities for
Investor (if not same as above):

     

    Social
Security Number or Tax I.D. Number of Investor

     

    [SIGNATURE PAGES
CONTINUE]

     

    
      
        -
14 -

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    INVESTOR SIGNATURE PAGE TO THE OCULUS
INNOVATIVE SCIENCES, INC.

    PURCHASE AGREEMENT

     

    IN WITNESS WHEREOF, the undersigned have
caused this Purchase Agreement to be duly executed by their respective
authorized signatories as of the date first indicated above.

     

    
      	Dollar Value of
      Investment: 20,000.42	Number of Units
      purchased: 17,109


    

     

    Name of Investor: Elizabeth J. Kuehne

     

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

     

    Name of Authorized
Signatory: Richard C. Perkins

     

    Title of Authorized
Signatory: Executive Vice President, Perkins
Capital Management Inc.

     

    Email Address of Authorized
Signatory: 

     

    Fax Number of Authorized
Signatory: 

     

    Address and Phone Number for Notice of
Investor: c/o Perkins
Capital Management, Inc., 730 East Lake Street, Wayzata MN 55391

     

    Address for Delivery of Securities for
Investor (if not same as above):

     

    Social
Security Number or Tax I.D. Number of Investor

     

     

    
      
        -
14 -

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT A TO
THE PURCHASE AGREEMENT

     

    NEITHER THIS WARRANT NOR THE SECURITIES
ISSUABLE UPON THE EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE
SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED, OR OTHERWISE
TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS
EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR
(2) THE COMPANY RECEIVES AN OPINION OF COMPANY COUNSEL THAT THIS WARRANT OR
SUCH SECURITIES, AS APPLICABLE, MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED, OR
OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR APPLICABLE STATE SECURITIES
LAWS.

     

    OCULUS INNOVATIVE SCIENCES,
INC.

     

    Form of Series A Warrants for the
Purchase

    of

    Shares of Common Stock, Par Value
$0.0001 per Share

     

    No.___________

    Issue
Date:____________________

     

    THIS
CERTIFIES that, for consideration, the receipt and
sufficiency of which are hereby acknowledged, and other value
received,                      (the “Holder”) is entitled to subscribe for, and
purchase from, OCULUS INNOVATIVE
SCIENCES, INC.,a Delaware
corporation (the “Company”), upon the terms and conditions set
forth herein, at any time or from time to time six months after the date this
warrant is issued (the “Initial Exercise
Date”) until five years
after the Issue Date (the “Exercise
Period”), up to an
aggregate of                      shares of common stock, par value
$0.0001 per share (the “Common
Stock”), of the Company.
This Warrant is initially exercisable at a price of $1.87 per share, subject to
adjustment as described in this Warrant. The term “Exercise
Price” shall mean,
depending on the context, the initial exercise price (as set forth above) or the
adjusted exercise price per share. The Company may, in its sole discretion,
reduce the then current Exercise Price to any amount or extend the Exercise
Period, at any time. Such modifications to the Exercise Price or Exercise Period
may be temporary or permanent.

     

    As used herein, the term “this
Warrant” shall mean and
include this Warrant and any Warrant or Warrants hereafter issued as a
consequence of the exercise or transfer of this Warrant in whole or in part.
Each share of Common Stock issuable upon the exercise hereof shall be
hereinafter referred to as a “Warrant
Share.”

     

    
      
        
        

      

      
        - 15
-

        
          

        

      

      
        
        

      

    

     

    1. (a) Subject to the terms of this
Warrant, this Warrant may be exercised at any time in whole and from time to
time in part, at the option of the Holder, on or after the Initial Exercise Date
and on or prior to the end of the Exercise Period. This Warrant shall initially
be exercisable in whole or in part for that number of fully paid and
nonassessable shares of Common Stock as indicated on the first page of this
Warrant, for an exercise price per share equal to the Exercise Price, by
delivery to the Company at its office at 1129 North McDowell Blvd., Petaluma,
California 94954, or at such other place as is designated in writing by the
Company, of:

     

    (i) a completed Election to Purchase, in
the form set forth in Exhibit A, executed by the Holder exercising all
or part of the purchase rights represented by this Warrant;

     

    (ii) this Warrant;
and

     

    (iii) subject to Section 1(c) below,
payment of an amount equal to the product of the Exercise Price multiplied by
the number of shares of Common Stock being purchased upon such exercise in the
form of, at the Holder’s option, (A) a certified or bank cashier’s check
payable to the Company, or (B) a wire transfer of funds to an account
designated by the Company.

     

    (b) As used
herein:

     

    (i) “Fair Market
Value” of a security shall
mean, on any given day, the average of the closing prices of such security’s
sales on all securities exchanges on which such security may at the time be
listed on such day, or, if there has been no sales on any such exchange on such
day, the average of the highest bid and lowest asked prices on all such
exchanges at the end of such day, or, if on such day such security is not so
listed, the average of the representative bid and asked prices quoted on the
over-the-counter bulletin board (the “OTCBB”) as of 4:00 P.M., New York time, or,
if on such day such security is not quoted on the OTCBB, the average of the
highest bid and lowest asked prices on such day in the domestic over-the-counter
market as reported by the Pink Sheet, LLC, or any similar successor
organization. If at any time such security is not listed on any securities
exchange or quoted on the OTCBB or the over-the-counter market, the “Fair Market
Value” shall be as determined by the Board of Directors of the Company in good
faith, absent manifest error.

     

    (c) Cashless
Exercise. If at any time
six months after the date of the issuance of this Warrant there is no effective
registration statement registering, or no current prospectus available for, the
resale of the Warrant Shares by the Holder, then this Warrant may also be
exercised only at such time by means of a “cashless exercise” in which the
Holder shall be entitled to receive, without the payment by the Holder of any
additional consideration, a certificate for the number of Warrant Shares equal
to the number as is computed using the following formula:

     

    
      
        
        

      

      
        - 16
-

        
          

        

      

      
        
        

      

    

     

    

     

    where

     

    X = the number of Warrant Shares to be
issued to the Holder pursuant to this Warrant.

     

    Y = the number of Warrant Shares covered
by this Warrant with respect to which the cashless exercise election is made
pursuant to this Section 1(c).

     

    A = the Fair Market Value (as defined
above) of one Warrant Share.

     

    B = the Exercise Price in effect at the
time the cashless exercise election is made pursuant to this
Section 1(c).

     

    (d) Upon the exercise of this
Warrant, the Company shall issue and cause promptly to be delivered upon such
exercise to, or upon the written order of, the Holder a certificate or
certificates for the number of full Warrant Shares to which such Holder shall be
entitled, together with cash in lieu of any fraction of a Warrant Share
otherwise issuable upon such exercise.

     

    (e) If this Warrant is exercised in
respect of less than all of the Warrant Shares evidenced by this Warrant at any
time prior to the end of the Exercise Period, a new Warrant evidencing the
remaining Warrant Shares shall be issued to the Holder, or its nominee(s),
without charge therefor.

     

    (f) In the event that this Warrant
is not exercised in full on the last business day of the Exercise Period, the
remaining portion of the Warrant will automatically be exercised as described in
Section 1(c) above.

     

    2. The Exercise Price for the Warrants in
effect from time to time shall be subject to adjustment as
follows:

     

    (a) If the Company, at any time
while this Warrant is outstanding: (i) subdivides outstanding shares of
Common Stock into a larger number of shares, (ii) combines (including by
way of reverse stock split) outstanding shares of Common Stock into a smaller
number of shares, or (iii) issues by reclassification of shares of the
Common Stock any shares of capital stock of the Company, then in each case the
Exercise Price shall be multiplied by a fraction of which the numerator shall be
the number of shares of Common Stock (excluding treasury shares, if any)
outstanding immediately before such event and of which the denominator shall be
the number of shares of Common Stock outstanding immediately after such event.
Any adjustment made pursuant to this Section 2(a) shall become effective
immediately after the record date for the determination of
stockholders entitled to receive such dividend or distribution and shall become
effective immediately after the effective date in the case of a subdivision,
combination or re-classification.

     

    
      
        
        

      

      
        - 17
-

        
          

        

      

      
        
        

      

    

     

    (b) If the Company, at any time
while this Warrant is outstanding, shall distribute to all or substantially all
holders of Common Stock (and not to the Holder) evidence of its indebtedness or
assets (including cash and cash dividends) or rights or warrants to subscribe
for or purchase any security other than the Common Stock, then in each such case
the Exercise Price shall be adjusted by multiplying the Exercise Price in effect
immediately prior to the record date fixed for determination of stockholders
entitled to receive such distribution by a fraction of which (i) the
denominator shall be the Fair Market Value per share of Common Stock determined
as of the record date mentioned above and (ii) the numerator shall be such
Fair Market Value per share of Common Stock on such record date less the then per share fair market value at
such record date of the portion of such evidence of indebtedness or assets
(including cash and cash dividends) or rights or warrants to subscribe for or
purchase any security other than the Common Stock so distributed applicable to
one outstanding share of the Common Stock, which fair market value shall be
reduced by the fair market value of consideration, if any, paid to the Company
by holders of Common Stock in exchange for such evidence of indebtedness or
assets or rights or warrants so distributed, in each case as such Fair Market
Value is determined by the Board of Directors of the Company in good faith. In
either case, the adjustments shall be described in a statement provided to the
Holder of the portion of evidences of indebtedness or assets (including cash and
cash dividends) or rights or warrants to subscribe for or purchase any security
other than the Common Stock so distributed or such subscription rights
applicable to one share of Common Stock. Such adjustment shall be made whenever
any such distribution is made and shall become effective immediately after the
record date mentioned above.

     

    (c) All calculations under this
Section 2 shall be made to the nearest cent.

     

    (d) The Company shall not be
required upon the exercise of this Warrant to issue any fractional shares, but
may pay the value thereof to the Holder in cash on the basis of the Fair Market
Value per Warrant Share.

     

    3. Unless registered, the Warrant
Shares issued on exercise of the Warrants shall be subject to a stop transfer
order and the certificate or certificates representing the Warrant Shares shall
bear the following legend:

     

    THE SECURITIES REPRESENTED HEREBY HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES
ACT”), OR ANY STATE
SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED, OR OTHERWISE
TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS
EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR
(2) THE COMPANY RECEIVES AN OPINION OF COUNSEL WHICH COUNSEL AND OPINION
ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT THE SECURITIES MAY BE OFFERED,
SOLD, PLEDGED, ASSIGNED, OR OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED
WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR
APPLICABLE STATE SECURITIES LAWS.

     

    
      
        
        

      

      
        - 18
-

        
          

        

      

      
        
        

      

    

     

    4. The Company covenants that upon
receipt by the Company of evidence reasonably satisfactory to it of the loss,
theft, destruction or mutilation of this Warrant or any stock certificate
relating to the Warrant Shares, and in case of loss, theft or destruction, of
indemnity or security reasonably satisfactory to it (which, in the case of the
Warrant, shall not include the posting of any bond), and upon surrender and
cancellation of such Warrant or stock certificate, if mutilated, the Company
will make and deliver a new Warrant or stock certificate, without charge, of
like date, tenor and denomination, in lieu of such Warrant or stock
certificate.

     

    5. The Company shall not be
obligated to issue any shares of Common Stock upon exercise of this Warrant if
the issuance of such shares of Common Stock would cause a breach or violation of
the Company’s obligations under any applicable rules or regulations of any
market on which the Company’s securities trade.

     

    6. The Company shall not effect any
exercise of this Warrant, and a Holder shall not have the right to exercise any
portion of this Warrant, to the extent that after giving effect to such issuance
after exercise, such Holder (together with such Holder’s affiliates, and any
other person or entity acting as a group together with such Holder or any of
such Holder’s affiliates), would beneficially own in excess of the Beneficial
Ownership Limitation (as defined below).  For purposes of the foregoing
sentence, the number of shares of Common Stock beneficially owned by such Holder
and its affiliates shall include the number of shares of Common Stock issuable
upon exercise of this Warrant with respect to which such determination is being
made, but shall exclude the number of shares of Common Stock which would be
issuable upon (A) exercise of the remaining, nonexercised portion of this
Warrant beneficially owned by such Holder or any of its affiliates and
(B) exercise or conversion of the unexercised or nonconverted portion of
any other securities of the Company subject to a limitation on conversion or
exercise analogous to the limitation contained herein beneficially owned by such
Holder or any of its Affiliates.  Except as set forth in the preceding
sentence, beneficial ownership shall be calculated in accordance with Section
13(d) of the The Securities Exchange Act of 1934 and the rules and regulations
promulgated thereunder. The “Beneficial Ownership Limitation” shall be 4.99% of
the number of shares of the Common Stock outstanding immediately after giving
effect to the issuance of shares of Common Stock issuable upon exercise of this
Warrant. The Beneficial Ownership Limitation provisions of this section may be
waived by such Holder, at the election of such Holder, upon not less than
61 days’ prior notice to the Company to change the Beneficial Ownership
Limitation to 9.99% of the number of shares of the Common Stock outstanding
immediately after giving effect to the issuance of shares of Common Stock upon
exercise of this Warrant, and the provisions of this section shall continue to
apply. Upon such a change by a Holder of the Beneficial
Ownership Limitation from such 4.99% limitation to such 9.99% limitation, the
Beneficial Ownership Limitation may not be further waived by such Holder. The
provisions of this paragraph shall be construed and implemented in a manner
otherwise than in strict conformity with the terms of this section to correct
this paragraph (or any portion hereof) which may be defective or inconsistent
with the intended Beneficial Ownership Limitation herein contained or to make
changes or supplements necessary or desirable to properly give effect to such
limitation. The limitations contained in this paragraph shall apply to a
successor holder of this Warrant.

     

    
      
        
        

      

      
        - 19
-

        
          

        

      

      
        
        

      

    

     

    7. (a) The Holder shall not
have, solely on account of its status as a holder of a Warrant, any rights of a
stockholder of the Company, either at law or in equity, or to any notice of
meetings of stockholders or of any other proceedings of the Company, except as
provided in this Warrant.

     

    (b) No provision hereof, in the
absence of affirmative action by the Holder to receive Warrant Shares, and no
enumeration herein of the rights or privileges of the Holder hereof, shall give
rise to any liability of the Holder for the purchase price of any Common Stock
or as a stockholder of Company, whether such liability is asserted by Company or
by creditors of Company.

     

    8. All notices that are required or
permitted hereunder shall be in writing and shall be sufficient if personally
delivered, sent by facsimile, or sent by registered or certified mail or Federal
Express or other nationally recognized overnight delivery service. Any notices
shall be deemed given upon the earlier of the date when received at, the day
when delivered via facsimile or the third day after the date when sent by
registered or certified mail or the day after the date when sent by Federal
Express to, the address set forth below, unless such address is changed by
notice to the other party hereto:

     

    if to the Company:

     

    Oculus Innovative Sciences,
Inc.

    1129 North McDowell
Blvd.

    Petaluma, California 94954

    Attention: Jim Schutz, Vice President
Corporate Development and

    General Counsel

    Fax:
(707) 283-0551

     

    if to the Holder: As set forth in the
Warrant Register of the Company.

     

    The Company or the Holder by notice to
the other party may designate additional or different addresses as shall be
furnished in writing by such party.

     

    9. The provisions of this Warrant
may not be amended, modified or changed except by an instrument in writing
signed by each of the Company and the Holder.

     

    
      
        
        

      

      
        - 20
-

        
          

        

      

      
        
        

      

    

     

    10. All the covenants and
provisions of this Warrant by or for the benefit of the Company or the Holder
shall be binding upon and shall inure to the benefit of their respective
permitted successors and assigns hereunder.

     

    11. The validity, interpretation
and performance of this Warrant shall be governed by the laws of the State of
California, as applied to contracts made and
performed within such State, without regard to principles of conflicts of
law.

     

    12. The provisions hereof have been
and are made solely for the benefit of the Company and the Holder, and their
respective successors and assigns, and no other person shall acquire or have any
right hereunder or by virtue hereof.

     

    13. The headings in this Warrant
are for convenience only and shall not limit or otherwise affect the meaning
hereof.

     

    14. If any term, provision,
covenant or restriction of this Warrant 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 shall use their best 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 which may be hereafter declared invalid, illegal, void or
unenforceable.

     

    15. This Warrant is intended by the
parties as a final expression of their agreement and intended to be a complete
and exclusive statement of the agreement and understanding of the parties hereto
in respect of the subject matter contained herein and therein. There are no
restrictions, promises, warranties or undertakings, other than those set forth
or referred to herein and therein. This Warrant supersedes all prior agreements
and understandings between the parties with respect to such subject
matter.

     

    16. The Company agrees to take such
further action and to deliver or cause to be delivered to each other after the
date hereof such additional agreements or instruments as any of them may
reasonably request for the purpose of carrying out this Warrant and the
agreements and transactions contemplated hereby and thereby.

     

    17. Each party hereto acknowledges
and agrees that irreparable harm, for which there may be no adequate remedy at
law and for which the ascertainment of damages would be difficult, would occur
in the event any of the provisions of this Warrant were not performed in
accordance with its specific terms or were otherwise breached. Each party hereto
accordingly agrees that each other party hereto shall be entitled to an
injunction or injunctions to prevent breaches of the provisions of this Warrant,
or any agreement contemplated hereunder, and to enforce specifically the terms
and provisions hereof or thereof in any court of the United States or any state
thereof having jurisdiction, in each instance without being required to post
bond or other security and in addition to, and without having to prove the
inadequacy of, other remedies at law.

     

    [signature page
follows]

     

    
      
        
        

      

      
        - 21
-

        
          

        

      

      
        
        

      

    

     

    Dated as of:

     

    
      	 
      	
              OCULUS
      INNOVATIVE SCIENCES, INC.

            	 
      
	 	 	 
	 
      	
              By:  

            	 
      	 
      
	 
      	 
      	
              Name:  

            	 
      	 
      
	 
      	 
      	
              Title:  

            	 
      	 
      


    

     

    [Seal]

    
       

       

        
          

        

      

    

    Secretary

     

    
      
        
        

      

      
        - 22
-

        
          

        

      

      
        
        

      

    

     

    EXHIBIT A

     

    ELECTION TO PURCHASE

     

    The undersigned hereby irrevocably
elects to exercise Warrants represented by this Warrant and to purchase the
shares of Common Stock or other securities issuable upon the exercise of said
Warrants, and requests that Certificates for such shares be issued and delivered
as follows:

     

    PORTION OF WARRANT BEING EXERCISED:
(check applicable box or fill in number of Warrant Shares):

     

    
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              Entire
      Warrant o

            	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              Warrant
      Shares

            	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
              ISSUE
      TO:

            	 
      	 
      	 
      	 
      
	 
      	 
      	         
        	 
      	 
      
	 
      	 
      	
              (Name)

            	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	     
        	 
      	 
      
	 
      	 
      	
              (Address,
      Including Zip Code)

            	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	        
        	 
      	 
      
	 
      	 
      	
              (Social
      Security or Tax Identification Number)

            	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
              DELIVER
      TO:

            	 
      	 
      	 
      	 
      
	 
      	 
      	        
        	 
      	 
      
	 
      	 
      	
              (Name)

            	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	          
        	 
      	 
      
	 
      	 
      	
              (Address,
      Including Zip Code)

            	 
      	 
      


    

     

    In payment of the purchase price with
respect to this Warrant exercised, the undersigned hereby either
(A) tenders payment of $        by
(i) certified or bank cashiers check payable to the order of the
Company o; or (ii) a wire transfer of such
funds to an account designated by the Company o (check applicable
box) or (B) hereby
provides notice to the Company that the undersigned is exercising this Warrant
pursuant to the Cashless Exercise set forth in Section 1(c) of the Warrant. If
the number of Warrant Shares hereby exercised is fewer than all the Warrant
Shares represented by this Warrant, the undersigned requests that a new Warrant
representing the number of full Warrant Shares not exercised to be issued and
delivered as set forth below:

     

    
      
        
        

      

      
        - 23
-

        
          

        

      

      
        
        

      

    

     

    
      	
              Name
      of Holder or Assignee:

            	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              (Please
      Print)

            	 
      	 
      


    

     

    
      	
              Address:

            	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 	 	 	 	 
	 	 	 	 	 


    

     

    
      	
              Signature:

            	
              DATED:

            	
              ,
  20___

            


    

     

    (Signature must conform in all respects
to name of holder as specified on the fact of this Warrant)

     

    Signature Guaranteed:                                                             

     

    
      
        
        

      

      
        - 24
-

        
          

        

      

      
        
        

      

    

     

    EXHIBIT B TO
THE PURCHASE AGREEMENT

     

    NEITHER THIS WARRANT NOR THE SECURITIES
ISSUABLE UPON THE EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE
SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED, OR OTHERWISE
TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS
EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR
(2) THE COMPANY RECEIVES AN OPINION OF COMPANY COUNSEL THAT THIS WARRANT OR
SUCH SECURITIES, AS APPLICABLE, MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED, OR
OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR APPLICABLE STATE SECURITIES
LAWS.

     

    OCULUS INNOVATIVE SCIENCES,
INC.

     

    Form of Series B Warrants for the
Purchase

     

    of

     

    Shares of Common Stock, Par Value
$0.0001 per Share

     

    No.                     

    Issue
Date:                                         

     

    THIS
CERTIFIES that, for consideration, the receipt and
sufficiency of which are hereby acknowledged, and other value
received,                      (the “Holder”) is entitled to subscribe for, and
purchase from, OCULUS INNOVATIVE
SCIENCES, INC.,a Delaware
corporation (the “Company”), upon the terms and conditions set
forth herein, at any time or from time to time six months after the date this
warrant is issued (the “Initial Exercise
Date”) until three years
after the Issue Date (the “Exercise
Period”), up to an
aggregate of                      shares of common stock, par value
$0.0001 per share (the “Common
Stock”), of the Company.
This Warrant is initially exercisable at a price of $1.13 per share, subject to
adjustment as described in this Warrant. The term “Exercise
Price” shall mean,
depending on the context, the initial exercise price (as set forth above) or the
adjusted exercise price per share. The Company may, in its sole discretion,
reduce the then current Exercise Price to any amount or extend the Exercise
Period, at any time. Such modifications to the Exercise Price or Exercise Period
may be temporary or permanent.

     

    As used herein, the term “this
Warrant” shall mean and
include this Warrant and any Warrant or Warrants hereafter issued as a
consequence of the exercise or transfer of this Warrant in whole or in part.
Each share of Common Stock issuable upon the exercise hereof shall be
hereinafter referred to as a “Warrant
Share.”

     

    
      
        
        

      

      
        - 25
-

        
          

        

      

      
        
        

      

    

     

    1. (a) Subject to the terms of this
Warrant, this Warrant may be exercised at any time in whole and from time to
time in part, at the option of the Holder, on or after the Initial Exercise Date
and on or prior to the end of the Exercise Period. This Warrant shall initially
be exercisable in whole or in part for that number of fully paid and
nonassessable shares of Common Stock as indicated on the first page of this
Warrant, for an exercise price per share equal to the Exercise Price, by
delivery to the Company at its office at 1129 North McDowell Blvd., Petaluma,
California 94954, or at such other place as is designated in writing by the
Company, of:

     

    (i) a completed Election to Purchase, in
the form set forth in Exhibit A, executed by the Holder exercising all
or part of the purchase rights represented by this Warrant;

     

    (ii) this Warrant;
and

     

    (iii) payment of an amount equal to the
product of the Exercise Price multiplied by the number of shares of Common Stock
being purchased upon such exercise in the form of, at the Holder’s option,
(A) a certified or bank cashier’s check payable to the Company, or
(B) a wire transfer of funds to an account designated by the
Company.

     

    (b) Upon the exercise of this
Warrant, the Company shall issue and cause promptly to be delivered upon such
exercise to, or upon the written order of, the Holder a certificate or
certificates for the number of full Warrant Shares to which such Holder shall be
entitled, together with cash in lieu of any fraction of a Warrant Share
otherwise issuable upon such exercise.

     

    (c) If this Warrant is exercised in
respect of less than all of the Warrant Shares evidenced by this Warrant at any
time prior to the end of the Exercise Period, a new Warrant evidencing the
remaining Warrant Shares shall be issued to the Holder, or its nominee(s),
without charge therefor.

     

    2. The Exercise Price for the Warrants in
effect from time to time shall be subject to adjustment as
follows:

     

    (a) If the Company, at any time
while this Warrant is outstanding: (i) subdivides outstanding shares of
Common Stock into a larger number of shares, (ii) combines (including by
way of reverse stock split) outstanding shares of Common Stock into a smaller
number of shares, or (iii) issues by reclassification of shares of the
Common Stock any shares of capital stock of the Company, then in each case the
Exercise Price shall be multiplied by a fraction of which the numerator shall be
the number of shares of Common Stock (excluding treasury shares, if any)
outstanding immediately before such event and of which the denominator shall be
the number of shares of Common Stock outstanding immediately after such event.
Any adjustment made pursuant to this Section 2(a) shall become effective
immediately after the record date for the determination of stockholders entitled
to receive such dividend or distribution and shall become effective
immediately after the effective date in the case of a subdivision, combination
or re-classification.

     

    
      
        
        

      

      
        - 26
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    (b) If the Company, at any time
while this Warrant is outstanding, shall distribute to all or substantially all
holders of Common Stock (and not to the Holder) evidence of its indebtedness or
assets (including cash and cash dividends) or rights or warrants to subscribe
for or purchase any security other than the Common Stock, then in each such case
the Exercise Price shall be adjusted by multiplying the Exercise Price in effect
immediately prior to the record date fixed for determination of stockholders
entitled to receive such distribution by a fraction of which (i) the
denominator shall be the Fair Market Value per share of Common Stock determined
as of the record date mentioned above and (ii) the numerator shall be such
Fair Market Value per share of Common Stock on such record date less the then per share fair market value at
such record date of the portion of such evidence of indebtedness or assets
(including cash and cash dividends) or rights or warrants to subscribe for or
purchase any security other than the Common Stock so distributed applicable to
one outstanding share of the Common Stock, which fair market value shall be
reduced by the fair market value of consideration, if any, paid to the Company
by holders of Common Stock in exchange for such evidence of indebtedness or
assets or rights or warrants so distributed, in each case as such Fair Market
Value is determined by the Board of Directors of the Company in good faith. In
either case, the adjustments shall be described in a statement provided to the
Holder of the portion of evidences of indebtedness or assets (including cash and
cash dividends) or rights or warrants to subscribe for or purchase any security
other than the Common Stock so distributed or such subscription rights
applicable to one share of Common Stock. Such adjustment shall be made whenever
any such distribution is made and shall become effective immediately after the
record date mentioned above.

     

    (c) All calculations under this
Section 2 shall be made to the nearest cent.

     

    (d) The Company shall not be
required upon the exercise of this Warrant to issue any fractional shares, but
may pay the value thereof to the Holder in cash on the basis of the Fair Market
Value per Warrant Share.

     

    3. Unless registered, the Warrant
Shares issued on exercise of the Warrants shall be subject to a stop transfer
order and the certificate or certificates representing the Warrant Shares shall
bear the following legend:

     

    THE SECURITIES REPRESENTED HEREBY HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES
ACT”), OR ANY STATE
SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED, OR OTHERWISE
TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS
EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR
(2) THE COMPANY RECEIVES AN OPINION OF COUNSEL WHICH
COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT THE
SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED, OR OTHERWISE TRANSFERRED IN
THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS.

     

    
      
        
        

      

      
        - 27
-

        
          

        

      

      
        
        

      

    

     

    4. The Company covenants that upon
receipt by the Company of evidence reasonably satisfactory to it of the loss,
theft, destruction or mutilation of this Warrant or any stock certificate
relating to the Warrant Shares, and in case of loss, theft or destruction, of
indemnity or security reasonably satisfactory to it (which, in the case of the
Warrant, shall not include the posting of any bond), and upon surrender and
cancellation of such Warrant or stock certificate, if mutilated, the Company
will make and deliver a new Warrant or stock certificate, without charge, of
like date, tenor and denomination, in lieu of such Warrant or stock
certificate.

     

    5. The Company shall not be
obligated to issue any shares of Common Stock upon exercise of this Warrant if
the issuance of such shares of Common Stock would cause a breach or violation of
the Company’s obligations under any applicable rules or regulations of any
market on which the Company’s securities trade.

     

    6. The Company shall not effect any
exercise of this Warrant, and a Holder shall not have the right to exercise any
portion of this Warrant, to the extent that after giving effect to such issuance
after exercise, such Holder (together with such Holder’s affiliates, and any
other person or entity acting as a group together with such Holder or any of
such Holder’s affiliates), would beneficially own in excess of the Beneficial
Ownership Limitation (as defined below).  For purposes of the foregoing
sentence, the number of shares of Common Stock beneficially owned by such Holder
and its affiliates shall include the number of shares of Common Stock issuable
upon exercise of this Warrant with respect to which such determination is being
made, but shall exclude the number of shares of Common Stock which would be
issuable upon (A) exercise of the remaining, nonexercised portion of this
Warrant beneficially owned by such Holder or any of its affiliates and
(B) exercise or conversion of the unexercised or nonconverted portion of
any other securities of the Company subject to a limitation on conversion or
exercise analogous to the limitation contained herein beneficially owned by such
Holder or any of its Affiliates.  Except as set forth in the preceding
sentence, beneficial ownership shall be calculated in accordance with Section
13(d) of the The Securities Exchange Act of 1934 and the rules and regulations
promulgated thereunder. The “Beneficial Ownership Limitation” shall be 4.99% of
the number of shares of the Common Stock outstanding immediately after giving
effect to the issuance of shares of Common Stock issuable upon exercise of this
Warrant. The Beneficial Ownership Limitation provisions of this section may be
waived by such Holder, at the election of such Holder, upon not less than
61 days’ prior notice to the Company to change the Beneficial Ownership
Limitation to 9.99% of the number of shares of the Common Stock outstanding
immediately after giving effect to the issuance of shares of Common Stock upon
exercise of this Warrant, and the provisions of this section shall continue to
apply. Upon such a change by a Holder of the Beneficial Ownership Limitation
from such 4.99% limitation to such 9.99% limitation, the Beneficial
Ownership Limitation may not be further waived by such Holder. The provisions of
this paragraph shall be construed and implemented in a manner otherwise than in
strict conformity with the terms of this section to correct this paragraph (or
any portion hereof) which may be defective or inconsistent with the intended
Beneficial Ownership Limitation herein contained or to make changes or
supplements necessary or desirable to properly give effect to such limitation.
The limitations contained in this paragraph shall apply to a successor holder of
this Warrant.

     

    
      
        
        

      

      
        - 28
-

        
          

        

      

      
        
        

      

    

     

    7. (a) The Holder shall not
have, solely on account of its status as a holder of a Warrant, any rights of a
stockholder of the Company, either at law or in equity, or to any notice of
meetings of stockholders or of any other proceedings of the Company, except as
provided in this Warrant.

     

    (b) No provision hereof, in the
absence of affirmative action by the Holder to receive Warrant Shares, and no
enumeration herein of the rights or privileges of the Holder hereof, shall give
rise to any liability of the Holder for the purchase price of any Common Stock
or as a stockholder of Company, whether such liability is asserted by Company or
by creditors of Company.

     

    8. All notices that are required or
permitted hereunder shall be in writing and shall be sufficient if personally
delivered, sent by facsimile, or sent by registered or certified mail or Federal
Express or other nationally recognized overnight delivery service. Any notices
shall be deemed given upon the earlier of the date when received at, the day
when delivered via facsimile or the third day after the date when sent by
registered or certified mail or the day after the date when sent by Federal
Express to, the address set forth below, unless such address is changed by
notice to the other party hereto:

     

    if to the Company:

     

    Oculus Innovative Sciences,
Inc.

    1129 North McDowell
Blvd.

    Petaluma, California 94954

    Attention: Jim Schutz, Vice President
Corporate Development and 

    General Counsel

    Fax:
(707) 283-0551

     

    if to the Holder: As set forth in the
Warrant Register of the Company.

     

    The Company or the Holder by notice to
the other party may designate additional or different addresses as shall be
furnished in writing by such party.

     

    9. The provisions of this Warrant
may not be amended, modified or changed except by an instrument in writing
signed by each of the Company and the Holder.

     

    
      
        
        

      

      
        - 29
-

        
          

        

      

      
        
        

      

    

     

    10. All the covenants and
provisions of this Warrant by or for the benefit of the Company or the Holder
shall be binding upon and shall inure to the benefit of their respective
permitted successors and assigns hereunder.

     

    11. The validity, interpretation
and performance of this Warrant shall be governed by the laws of the State of
California, as applied to contracts made and
performed within such State, without regard to principles of conflicts of
law.

     

    12. The provisions hereof have been
and are made solely for the benefit of the Company and the Holder, and their
respective successors and assigns, and no other person shall acquire or have any
right hereunder or by virtue hereof.

     

    13. The headings in this Warrant
are for convenience only and shall not limit or otherwise affect the meaning
hereof.

     

    14. If any term, provision,
covenant or restriction of this Warrant 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 shall use their best 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 which may be hereafter declared invalid, illegal, void or
unenforceable.

     

    15. This Warrant is intended by the
parties as a final expression of their agreement and intended to be a complete
and exclusive statement of the agreement and understanding of the parties hereto
in respect of the subject matter contained herein and therein. There are no
restrictions, promises, warranties or undertakings, other than those set forth
or referred to herein and therein. This Warrant supersedes all prior agreements
and understandings between the parties with respect to such subject
matter.

     

    16. The Company agrees to take such
further action and to deliver or cause to be delivered to each other after the
date hereof such additional agreements or instruments as any of them may
reasonably request for the purpose of carrying out this Warrant and the
agreements and transactions contemplated hereby and thereby.

     

    17. Each party hereto acknowledges
and agrees that irreparable harm, for which there may be no adequate remedy at
law and for which the ascertainment of damages would be difficult, would occur
in the event any of the provisions of this Warrant were not performed in
accordance with its specific terms or were otherwise breached. Each party hereto
accordingly agrees that each other party hereto shall be entitled to an
injunction or injunctions to prevent breaches of the provisions of this Warrant,
or any agreement contemplated hereunder, and to enforce specifically the terms
and provisions hereof or thereof in any court of the United States or any state
thereof having jurisdiction, in each instance without being required to post
bond or other security and in addition to, and without having to prove the
inadequacy of, other remedies at law.

     

    [signature page
follows]

     

    
      
        
        

      

      
        - 30
-

        
          

        

      

      
        
        

      

    

     

    Dated as of:

     

    
      	 
      	
              OCULUS
      INNOVATIVE SCIENCES, INC.

            	 
      
	 	 	 
	 
      	
              By:  

            	 
      	 
      
	 
      	 
      	
              Name:  

            	 
      	 
      
	 
      	 
      	
              Title:  

            	 
      	 
      


    

     

    [Seal]

     

     

      
        

      

    

    Secretary

     

    
      
        
        

      

      
        - 31
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    EXHIBIT A

     

    ELECTION TO PURCHASE

     

    The undersigned hereby irrevocably
elects to exercise Warrants represented by this Warrant and to purchase the
shares of Common Stock or other securities issuable upon the exercise of said
Warrants, and requests that Certificates for such shares be issued and delivered
as follows:

     

    PORTION OF WARRANT BEING EXERCISED:
(check applicable box or fill in number of Warrant Shares):

     

    
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              Entire
      Warrant o

            	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              Warrant
      Shares

            	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
              ISSUE
      TO:

            	 
      	 
      	 
      	 
      
	 
      	 
      	     
        	 
      	 
      
	 
      	 
      	
              (Name)

            	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	      
        	 
      	 
      
	 
      	 
      	
              (Address,
      Including Zip Code)

            	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	      
        	 
      	 
      
	 
      	 
      	
              (Social
      Security or Tax Identification Number)

            	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
              DELIVER
      TO:

            	 
      	 
      	 
      	 
      
	 
      	 
      	       
        	 
      	 
      
	 
      	 
      	
              (Name)

            	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	        
        	 
      	 
      
	 
      	 
      	
              (Address,
      Including Zip Code)

            	 
      	 
      


    

     

    In payment of the purchase price with
respect to this Warrant exercised, the undersigned hereby tenders payment of
$   by
(i) certified or bank cashiers check payable to the order of the
Company o; or (ii) a wire transfer of such
funds to an account designated by the Company o (check applicable
box). If the number of
Warrant Shares hereby exercised is fewer than all the Warrant Shares represented
by this Warrant, the undersigned requests that a new Warrant representing the
number of full Warrant Shares not exercised to be issued and delivered as set
forth below:

     

    
      
        
        

      

      
        - 32
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              Name
      of Holder or Assignee:

            	 
      	 
      	 
      	 
      
	 
      	 
      	         
        	 
      	 
      
	 
      	 
      	
              (Please
      Print)

            	 
      	 
      


    

     

    
      	
              Address:

            	 
      	 
      	 
      	 
      
	 
      	 
      	       
        	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	        
        	 
      	 
      


    

     

    
      	
              Signature:

            	
               DATED:

            	
              ,
  20___

            


    

     

    (Signature must conform in all respects
to name of holder as specified on the fact of this Warrant)

     

    Signature Guaranteed:                                                             

     

    
      
        
        

      

      
        - 33
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    EXHIBIT C TO
THE PURCHASE AGREEMENT

     

    NEITHER THIS WARRANT NOR THE SECURITIES
ISSUABLE UPON THE EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE
SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED, OR OTHERWISE
TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS
EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR
(2) THE COMPANY RECEIVES AN OPINION OF COMPANY COUNSEL THAT THIS WARRANT OR
SUCH SECURITIES, AS APPLICABLE, MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED, OR
OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR APPLICABLE STATE SECURITIES
LAWS.

     

    OCULUS INNOVATIVE SCIENCES,
INC.

     

    Form of Series C Warrants for the
Purchase

     

    of

     

    Shares of Common Stock, Par Value
$0.0001 per Share

     

    No.                     

    Issue
Date:                                         

     

    THIS
CERTIFIES that, for consideration, the receipt and
sufficiency of which are hereby acknowledged, and other value
received,                      (the “Holder”) is entitled to subscribe for, and
purchase from, OCULUS INNOVATIVE
SCIENCES, INC.,a Delaware
corporation (the “Company”), upon the terms and conditions set
forth herein, at any time or from time to time six months after the date this
warrant is issued (the “Initial Exercise
Date”) until five years
after the Issue Date (the “Exercise
Period”), up to an
aggregate of                      shares of common stock, par value
$0.0001 per share (the “Common
Stock”), of the Company.
This Warrant is initially exercisable at a price of $1.94 per share, subject to
adjustment as described in this Warrant. The term “Exercise
Price” shall mean,
depending on the context, the initial exercise price (as set forth above) or the
adjusted exercise price per share. The Company may, in its sole discretion,
reduce the then current Exercise Price to any amount or extend the Exercise
Period, at any time. Such modifications to the Exercise Price or Exercise Period
may be temporary or permanent.

     

    As used herein, the term “this
Warrant” shall mean and
include this Warrant and any Warrant or Warrants hereafter issued as a
consequence of the exercise or transfer of this Warrant in whole or in part.
Each share of Common Stock issuable upon the exercise hereof shall be
hereinafter referred to as a “Warrant
Share.”

     

    
      
        
        

      

      
        - 34
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    1. (a) Subject to the terms of this
Warrant, this Warrant may be exercised at any time in whole and from time to
time in part, at the option of the Holder, on or after the Initial Exercise Date
and on or prior to the end of the Exercise Period. This Warrant shall initially
be exercisable in whole or in part for that number of fully paid and
nonassessable shares of Common Stock as indicated on the first page of this
Warrant, for an exercise price per share equal to the Exercise Price, by
delivery to the Company at its office at 1129 North McDowell Blvd., Petaluma,
California 94954, or at such other place as is designated in writing by the
Company, of:

     

    (i) a completed Election to Purchase, in
the form set forth in Exhibit A, executed by the Holder exercising all
or part of the purchase rights represented by this Warrant;

     

    (ii) this Warrant;
and

     

    (iii) subject to Section 1(c) below,
payment of an amount equal to the product of the Exercise Price multiplied by
the number of shares of Common Stock being purchased upon such exercise in the
form of, at the Holder’s option, (A) a certified or bank cashier’s check
payable to the Company, or (B) a wire transfer of funds to an account
designated by the Company.

     

    (b) As used
herein:

     

    (i) “Fair Market
Value” of a security shall
mean, on any given day, the average of the closing prices of such security’s
sales on all securities exchanges on which such security may at the time be
listed on such day, or, if there has been no sales on any such exchange on such
day, the average of the highest bid and lowest asked prices on all such
exchanges at the end of such day, or, if on such day such security is not so
listed, the average of the representative bid and asked prices quoted on the
over-the-counter bulletin board (the “OTCBB”) as of 4:00 P.M., New York time, or,
if on such day such security is not quoted on the OTCBB, the average of the
highest bid and lowest asked prices on such day in the domestic over-the-counter
market as reported by the Pink Sheet, LLC, or any similar successor
organization. If at any time such security is not listed on any securities
exchange or quoted on the OTCBB or the over-the-counter market, the “Fair Market
Value” shall be as determined by the Board of Directors of the Company in good
faith, absent manifest error.

     

    (c) Cashless
Exercise. If at any time
six months after the date of the issuance of this Warrant there is no effective
registration statement registering, or no current prospectus available for, the
resale of the Warrant Shares by the Holder, then this Warrant may also be
exercised only at such time by means of a “cashless exercise” in which the
Holder shall be entitled to receive, without the payment by the Holder of any
additional consideration, a certificate for the number of Warrant Shares equal
to the number as is computed using the following formula:

     

    
      
        
        

      

      
        - 35
-

        
          

        

      

      
        
        

      

    

     

    

     

    where

     

    X = the number of Warrant Shares to be
issued to the Holder pursuant to this Warrant.

     

    Y = the number of Warrant Shares covered
by this Warrant with respect to which the cashless exercise election is made
pursuant to this Section 1(c).

     

    A = the Fair Market Value (as defined
above) of one Warrant Share.

     

    B = the Exercise Price in effect at the
time the cashless exercise election is made pursuant to this
Section 1(c).

     

    (d) Upon the exercise of this
Warrant, the Company shall issue and cause promptly to be delivered upon such
exercise to, or upon the written order of, the Holder a certificate or
certificates for the number of full Warrant Shares to which such Holder shall be
entitled, together with cash in lieu of any fraction of a Warrant Share
otherwise issuable upon such exercise.

     

    (e) If this Warrant is exercised in
respect of less than all of the Warrant Shares evidenced by this Warrant at any
time prior to the end of the Exercise Period, a new Warrant evidencing the
remaining Warrant Shares shall be issued to the Holder, or its nominee(s),
without charge therefor.

     

    (f) In the event that this Warrant
is not exercised in full on the last business day of the Exercise Period, the
remaining portion of the Warrant will automatically be exercised as described in
Section 1(c) above.

     

    2. The Exercise Price for the
Warrants in effect from time to time shall be subject to adjustment as
follows:

     

    (a) If the Company, at any time
while this Warrant is outstanding: (i) subdivides outstanding shares of
Common Stock into a larger number of shares, (ii) combines (including by
way of reverse stock split) outstanding shares of Common Stock into a smaller
number of shares, or (iii) issues by reclassification of shares of the
Common Stock any shares of capital stock of the Company, then in each case the
Exercise Price shall be multiplied by a fraction of which the numerator shall be
the number of shares of Common Stock (excluding treasury shares, if any)
outstanding immediately before such event and of which the denominator shall be
the number of shares of Common Stock outstanding immediately after such event.
Any adjustment made pursuant to this Section 2(a) shall become effective
immediately after the record date for the determination of stockholders entitled
to receive such dividend or distribution and shall become effective
immediately after the effective date in the case of a subdivision, combination
or re-classification.

     

    
      
        
        

      

      
        - 36
-

        
          

        

      

      
        
        

      

    

     

    (b) If the Company, at any time
while this Warrant is outstanding, shall distribute to all or substantially all
holders of Common Stock (and not to the Holder) evidence of its indebtedness or
assets (including cash and cash dividends) or rights or warrants to subscribe
for or purchase any security other than the Common Stock, then in each such case
the Exercise Price shall be adjusted by multiplying the Exercise Price in effect
immediately prior to the record date fixed for determination of stockholders
entitled to receive such distribution by a fraction of which (i) the
denominator shall be the Fair Market Value per share of Common Stock determined
as of the record date mentioned above and (ii) the numerator shall be such
Fair Market Value per share of Common Stock on such record date less the then per share fair market value at
such record date of the portion of such evidence of indebtedness or assets
(including cash and cash dividends) or rights or warrants to subscribe for or
purchase any security other than the Common Stock so distributed applicable to
one outstanding share of the Common Stock, which fair market value shall be
reduced by the fair market value of consideration, if any, paid to the Company
by holders of Common Stock in exchange for such evidence of indebtedness or
assets or rights or warrants so distributed, in each case as such Fair Market
Value is determined by the Board of Directors of the Company in good faith. In
either case, the adjustments shall be described in a statement provided to the
Holder of the portion of evidences of indebtedness or assets (including cash and
cash dividends) or rights or warrants to subscribe for or purchase any security
other than the Common Stock so distributed or such subscription rights
applicable to one share of Common Stock. Such adjustment shall be made whenever
any such distribution is made and shall become effective immediately after the
record date mentioned above.

     

    (c) All calculations under this
Section 2 shall be made to the nearest cent.

     

    (d) The Company shall not be
required upon the exercise of this Warrant to issue any fractional shares, but
may pay the value thereof to the Holder in cash on the basis of the Fair Market
Value per Warrant Share.

     

    3. Unless registered, the Warrant
Shares issued on exercise of the Warrants shall be subject to a stop transfer
order and the certificate or certificates representing the Warrant Shares shall
bear the following legend:

     

    THE SECURITIES REPRESENTED HEREBY HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES
ACT”), OR ANY STATE
SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED, OR OTHERWISE
TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS
EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR
(2) THE COMPANY RECEIVES AN OPINION OF COUNSEL WHICH
COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT THE
SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED, OR OTHERWISE TRANSFERRED IN
THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS.

     

    
      
        
        

      

      
        - 37
-

        
          

        

      

      
        
        

      

    

     

    4. The Company covenants that upon
receipt by the Company of evidence reasonably satisfactory to it of the loss,
theft, destruction or mutilation of this Warrant or any stock certificate
relating to the Warrant Shares, and in case of loss, theft or destruction, of
indemnity or security reasonably satisfactory to it (which, in the case of the
Warrant, shall not include the posting of any bond), and upon surrender and
cancellation of such Warrant or stock certificate, if mutilated, the Company
will make and deliver a new Warrant or stock certificate, without charge, of
like date, tenor and denomination, in lieu of such Warrant or stock
certificate.

     

    5. The Company shall not be
obligated to issue any shares of Common Stock upon exercise of this Warrant if
the issuance of such shares of Common Stock would cause a breach or violation of
the Company’s obligations under any applicable rules or regulations of any
market on which the Company’s securities trade.

     

    6. The Company shall not effect any
exercise of this Warrant, and a Holder shall not have the right to exercise any
portion of this Warrant, to the extent that after giving effect to such issuance
after exercise, such Holder (together with such Holder’s affiliates, and any
other person or entity acting as a group together with such Holder or any of
such Holder’s affiliates), would beneficially own in excess of the Beneficial
Ownership Limitation (as defined below).  For purposes of the foregoing
sentence, the number of shares of Common Stock beneficially owned by such Holder
and its affiliates shall include the number of shares of Common Stock issuable
upon exercise of this Warrant with respect to which such determination is being
made, but shall exclude the number of shares of Common Stock which would be
issuable upon (A) exercise of the remaining, nonexercised portion of this
Warrant beneficially owned by such Holder or any of its affiliates and
(B) exercise or conversion of the unexercised or nonconverted portion of
any other securities of the Company subject to a limitation on conversion or
exercise analogous to the limitation contained herein beneficially owned by such
Holder or any of its Affiliates.  Except as set forth in the preceding
sentence, beneficial ownership shall be calculated in accordance with Section
13(d) of the The Securities Exchange Act of 1934 and the rules and regulations
promulgated thereunder. The “Beneficial Ownership Limitation” shall be 4.99% of
the number of shares of the Common Stock outstanding immediately after giving
effect to the issuance of shares of Common Stock issuable upon exercise of this
Warrant. The Beneficial Ownership Limitation provisions of this section may be
waived by such Holder, at the election of such Holder, upon not less than
61 days’ prior notice to the Company to change the Beneficial Ownership
Limitation to 9.99% of the number of shares of the Common Stock outstanding
immediately after giving effect to the issuance of shares of Common Stock upon
exercise of this Warrant, and the provisions of this section shall continue to
apply. Upon such a change by a Holder of the Beneficial Ownership Limitation
from such 4.99% limitation to such 9.99% limitation, the Beneficial
Ownership Limitation may not be further waived by such Holder. The provisions of
this paragraph shall be construed and implemented in a manner otherwise than in
strict conformity with the terms of this section to correct this paragraph (or
any portion hereof) which may be defective or inconsistent with the intended
Beneficial Ownership Limitation herein contained or to make changes or
supplements necessary or desirable to properly give effect to such limitation.
The limitations contained in this paragraph shall apply to a successor holder of
this Warrant.

     

    
      
        
        

      

      
        - 38
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    7. (a) The Holder shall not
have, solely on account of its status as a holder of a Warrant, any rights of a
stockholder of the Company, either at law or in equity, or to any notice of
meetings of stockholders or of any other proceedings of the Company, except as
provided in this Warrant.

     

    (b) No provision hereof, in the
absence of affirmative action by the Holder to receive Warrant Shares, and no
enumeration herein of the rights or privileges of the Holder hereof, shall give
rise to any liability of the Holder for the purchase price of any Common Stock
or as a stockholder of Company, whether such liability is asserted by Company or
by creditors of Company.

     

    8. All notices that are required or
permitted hereunder shall be in writing and shall be sufficient if personally
delivered, sent by facsimile, or sent by registered or certified mail or Federal
Express or other nationally recognized overnight delivery service. Any notices
shall be deemed given upon the earlier of the date when received at, the day
when delivered via facsimile or the third day after the date when sent by
registered or certified mail or the day after the date when sent by Federal
Express to, the address set forth below, unless such address is changed by
notice to the other party hereto:

     

    if to the Company:

     

    Oculus Innovative Sciences,
Inc.

    1129 North McDowell
Blvd.

    Petaluma, California 94954

    Attention: Jim Schutz, Vice President
Corporate Development and

    General Counsel

    Fax:
(707) 283-0551

     

    if to the Holder: As set forth in the
Warrant Register of the Company.

     

    The Company or the Holder by notice to
the other party may designate additional or different addresses as shall be
furnished in writing by such party.

     

    9. The provisions of this Warrant
may not be amended, modified or changed except by an instrument in writing
signed by each of the Company and the Holder.

     

    
      
        
        

      

      
        - 39
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    10. All the covenants and
provisions of this Warrant by or for the benefit of the Company or the Holder
shall be binding upon and shall inure to the benefit of their respective
permitted successors and assigns hereunder.

     

    11. The validity, interpretation
and performance of this Warrant shall be governed by the laws of the State of
California, as applied to contracts made and
performed within such State, without regard to principles of conflicts of
law.

     

    12. The provisions hereof have been
and are made solely for the benefit of the Company and the Holder, and their
respective successors and assigns, and no other person shall acquire or have any
right hereunder or by virtue hereof.

     

    13. The headings in this Warrant
are for convenience only and shall not limit or otherwise affect the meaning
hereof.

     

    14. If any term, provision,
covenant or restriction of this Warrant 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 shall use their best 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 which may be hereafter declared invalid, illegal, void or
unenforceable.

     

    15. This Warrant is intended by the
parties as a final expression of their agreement and intended to be a complete
and exclusive statement of the agreement and understanding of the parties hereto
in respect of the subject matter contained herein and therein. There are no
restrictions, promises, warranties or undertakings, other than those set forth
or referred to herein and therein. This Warrant supersedes all prior agreements
and understandings between the parties with respect to such subject
matter.

     

    16. The Company agrees to take such
further action and to deliver or cause to be delivered to each other after the
date hereof such additional agreements or instruments as any of them may
reasonably request for the purpose of carrying out this Warrant and the
agreements and transactions contemplated hereby and thereby.

     

    17. Each party hereto acknowledges
and agrees that irreparable harm, for which there may be no adequate remedy at
law and for which the ascertainment of damages would be difficult, would occur
in the event any of the provisions of this Warrant were not performed in
accordance with its specific terms or were otherwise breached. Each party hereto
accordingly agrees that each other party hereto shall be entitled to an
injunction or injunctions to prevent breaches of the provisions of this Warrant,
or any agreement contemplated hereunder, and to enforce specifically the terms
and provisions hereof or thereof in any court of the United States or any state
thereof having jurisdiction, in each instance without being required to post
bond or other security and in addition to, and without having to prove the
inadequacy of, other remedies at law.

     

    [signature page
follows]

     

    
      
        
        

      

      
        - 40
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    Dated as of:

     

    
      	 
      	
              OCULUS
      INNOVATIVE SCIENCES, INC.

            	 
      
	 	 	 
	 
      	
              By:  

            	 
      	 
      
	 
      	 
      	
              Name:  

            	 
      	 
      
	 
      	 
      	
              Title:  

            	 
      	 
      


    

     

    [Seal]

    
       

       

        
          

        

      

    

    Secretary

     

    
      
        
        

      

      
        - 41
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    EXHIBIT A

     

    ELECTION TO PURCHASE

     

    The undersigned hereby irrevocably
elects to exercise Warrants represented by this Warrant and to purchase the
shares of Common Stock or other securities issuable upon the exercise of said
Warrants, and requests that Certificates for such shares be issued and delivered
as follows:

     

    PORTION OF WARRANT BEING EXERCISED:
(check applicable box or fill in number of Warrant Shares):

     

    
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              Entire
      Warrant o

            	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
              Warrant
      Shares

            	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
              ISSUE
      TO:

            	 
      	 
      	 
      	 
      
	 
      	 
      	 
        	 
      	 
      
	 
      	 
      	
              (Name)

            	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	    
        	 
      	 
      
	 
      	 
      	
              (Address,
      Including Zip Code)

            	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	         
        	 
      	 
      
	 
      	 
      	
              (Social
      Security or Tax Identification Number)

            	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
              DELIVER
      TO:

            	 
      	 
      	 
      	 
      
	 
      	 
      	       
        	 
      	 
      
	 
      	 
      	
              (Name)

            	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	        
        	 
      	 
      
	 
      	 
      	
              (Address,
      Including Zip Code)

            	 
      	 
      


    

     

    In payment of the purchase price with
respect to this Warrant exercised, the undersigned hereby either
(A) tenders payment of $        by
(i) certified or bank cashiers check payable to the order of the
Company o; or (ii) a wire transfer of such
funds to an account designated by the Company o (check applicable
box) or (B) hereby
provides notice to the Company that the undersigned is exercising this Warrant
pursuant to the Cashless Exercise set forth in Section 1(c) of the Warrant. If
the number of Warrant Shares hereby exercised is fewer than all the Warrant
Shares represented by this Warrant, the undersigned requests that a new Warrant
representing the number of full Warrant Shares not exercised to be issued and
delivered as set forth below:

     

    
      
        
        

      

      
        - 42
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              Name
      of Holder or Assignee:

            	 
      	 
      	 
      	 
      
	 
      	 
      	      
        	 
      	 
      
	 
      	 
      	
              (Please
      Print)

            	 
      	 
      


    

     

    
      	
              Address:

            	 
      	 
      	 
      	 
      
	 
      	 
      	   
        	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	         
        	 
      	 
      


    

     

    
      	
              Signature:

            	
               DATED:

            	
              ,
  20___

            


    

     

    (Signature must conform in all respects
to name of holder as specified on the fact of this Warrant)

     

    Signature Guaranteed:                                                             

     

    
      
        
        

      

      
        - 43
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