ex4_11.htm


    
      

    

    Exhibit
4.11

     

    SUBSCRIPTION
AGREEMENT

     

    


     

    OccuLogix,
Inc.

    12707
High Bluff Drive, 2nd Floor

    San
Diego, CA  92130

    


    


    Gentlemen:

    


    The
undersigned (the “Investor”) hereby confirms
its agreement with you as follows:

     

    1.       
    This Subscription Agreement, including the Terms
and Conditions For Purchase of  Units attached hereto as Annex I (collectively, this
“Agreement”), is made
as of the date set forth below between OccuLogix, Inc., a Delaware corporation
(the “Company”), and
the Investor.

     

    2.      
     The Company has authorized the sale and
issuance to certain investors of up to an aggregate of [_________] units (the
“Units”), each
consisting of [(i)] one share (the “Share,” collectively the
“Shares”) of its common
stock (the “Common
Stock”)[, and (ii) a warrant expiring on the date that is [___________]
from the Closing Date (the “Warrant,” collectively the
“Warrants”) to purchase
[__] shares of Common Stock (the fraction amount being the “Warrant Ratio”), subject to
adjustment by the Company’s Board of Directors, or a committee thereof,] for a
purchase price of $[____] per Unit (the “Purchase Price”)[, reflecting
a price of $[___] per Share and $[___] per Warrant].  [The Shares
issuable upon the exercise of the Warrants are referred to herein as the “Warrant
Shares.”  The Warrant Shares, together with the Shares and the
Warrants, are referred to herein as the “Securities.”]

     

    3.      
     The offering and sale of the Units (the
“Offering”) are being
made pursuant to (1) an effective Registration Statement on Form S-3 (including
the Prospectus contained therein (the “Base Prospectus”), the “Registration Statement”)
filed by the Company with the Securities and Exchange Commission (the “Commission”), (2) if
applicable, certain “free writing prospectuses” (as that term is defined in Rule
405 under the Securities Act of 1933, as amended (the “Act”)), that have or will be
filed with the Commission and delivered to the Investor on or prior to the date
hereof and (3) a Preliminary Prospectus Supplement to the Base Prospectus dated
___________ __, 20__ (the “Preliminary Prospectus”), and
(4) a Final Prospectus Supplement (the “Prospectus Supplement” and
together with the Base Prospectus, the “Prospectus”) containing
certain supplemental information regarding the Units and terms of the offering
that will be filed with the Commission and delivered to the Investor (or made
available to the Investor by the filing by the Company of an electronic version
thereof with the Commission).

     

    4.       
    The Company and the Investor agree that the
Investor will purchase from the Company and the Company will issue and sell to
the Investor the number of Units set forth below for the aggregate purchase
price set forth below.  The Units shall be purchased pursuant to the
Terms and Conditions for Purchase of Units attached hereto as Annex I and
incorporated herein by this reference as if fully set forth
herein.  The Investor acknowledges that the Offering is not being
underwritten by the placement agent (the “Placement Agent”) named in
the Prospectus Supplement and that there is no minimum offering
amount.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    5.          
 The manner of settlement of the Shares included in the Units
purchased by the Investor shall be determined by such Investor as follows (check
one):

     

    
      	
              [____]

            	
              A.

            	
              Delivery
      by crediting the account of the Investor’s prime broker (as specified by
      such Investor on Exhibit A
      annexed hereto) through the Depository Trust Company’s (“DTC”)
      Deposit/Withdrawal At Custodian (“DWAC”) system, whereby
      Investor’s prime broker shall initiate a DWAC transaction on the Closing
      Date using its DTC participant identification number, and the Shares are
      released by [insert name
      of transfer agent], the Company’s transfer agent (the “Transfer Agent”), at
      the Company’s direction.  NO LATER THAN ONE (1) BUSINESS
      DAY AFTER THE EXECUTION OF THIS AGREEMENT BY THE INVESTOR AND THE COMPANY,
      THE INVESTOR SHALL:

            


    

     

    
      	
               
      

            	
              (I)

            	
              DIRECT
      THE BROKER-DEALER AT WHICH THE ACCOUNT OR ACCOUNTS TO BE CREDITED WITH THE
      SHARES ARE MAINTAINED TO SET UP A DWAC INSTRUCTING THE TRANSFER AGENT TO
      CREDIT SUCH ACCOUNT OR ACCOUNTS WITH THE SHARES,
  AND

            


    

     

    
      	
               
      

            	
              (II)

            	
              REMIT
      BY WIRE TRANSFER THE AMOUNT OF FUNDS EQUAL TO THE AGGREGATE PURCHASE PRICE
      FOR THE UNITS BEING PURCHASED BY THE INVESTOR TO THE FOLLOWING
      ACCOUNT:

            


    

    


    
      
        	
                [Escrow
      Agent]

              
	
                ABA
      #
      [           ]

              
	
                Account
      Name:
      [              ]

              
	
                Account
      Number: [_______________]

              


      

    

     

    – OR
–

     

    
      	
              [____]

            	
              B.

            	
              Delivery
      versus payment (“DVP”) through DTC
      (i.e., the Company shall deliver Shares registered in the Investor’s name
      and address as set forth below and released by the Transfer Agent to the
      Investor through DTC at the Closing directly to the account(s) at
      [____________] (“Placement Agent”)
      identified by the Investor and simultaneously therewith payment shall be
      made by the Placement Agent via wire transfer to the
      Company).  NO
      LATER THAN ONE (1) BUSINESS DAY AFTER THE EXECUTION OF THIS AGREEMENT BY
      THE INVESTOR AND THE COMPANY, THE INVESTOR
  SHALL:

            


    

     

    
      	
               
      

            	
              (I)

            	
              NOTIFY THE PLACEMENT AGENT OF
      THE ACCOUNT OR ACCOUNTS TO BE CREDITED WITH THE SHARES BEING PURCHASED BY
      SUCH INVESTOR, AND

            


    

     

    
      	
               
      

            	
              (II)

            	
              CONFIRM
      THAT THE ACCOUNT OR ACCOUNTS TO BE CREDITED WITH THE SHARES BEING
      PURCHASED BY THE INVESTOR HAVE A MINIMUM BALANCE EQUAL TO THE AGGREGATE
      PURCHASE PRICE FOR THE UNITS BEING PURCHASED BY THE
    INVESTOR.

            


    

     

    IT IS THE INVESTOR’S
RESPONSIBILITY TO (A) MAKE THE NECESSARY WIRE TRANSFER OR CONFIRM THE PROPER
ACCOUNT BALANCE IN A TIMELY MANNER AND (B) ARRANGE FOR SETTLEMENT BY WAY OF DWAC
OR DVP IN A TIMELY MANNER.  IF THE INVESTOR DOES NOT DELIVER THE
AGGREGATE PURCHASE PRICE FOR THE UNITS OR DOES NOT MAKE PROPER ARRANGEMENTS FOR
SETTLEMENT IN A TIMELY MANNER, THE SHARES AND WARRANTS MAY NOT BE DELIVERED AT
CLOSING TO THE INVESTOR OR THE INVESTOR MAY BE EXCLUDED FROM THE CLOSING
ALTOGETHER.


    
      
         


      

      
        - 2
-

        
          

        

      

      
         


      

    


    6.      
     The executed Warrant shall be delivered in
accordance with the terms thereof.

     

    7.     
      The Investor represents that, except as set
forth below, (a) it has had no position, office or other material relationship
within the past three years with the Company or persons known to it to be
affiliates of the Company, (b) it is not a FINRA member or an Associated Person
(as such term is defined under the NASD Membership and Registration Rules
Section 1011) as of the Closing, and (c) neither the Investor nor any group of
Investors (as identified in a public filing made with the Commission) of which
the Investor is a part in connection with the Offering of the Units, acquired,
or obtained the right to acquire, 20% or more of the Common Stock (or securities
convertible into or exercisable for Common Stock) or the voting power of the
Company on a post-transaction basis.  Exceptions:

     

    
      
        

      

    

    (If no
exceptions, write “none.” If left blank, response will be deemed to be
“none.”)

     

    8.            The
Investor represents that it has received (or otherwise had made available to it
by the filing by the Company of an electronic version thereof with the
Commission) the Base Prospectus, dated ___________ __, 20__, which is a part of
the Company’s Registration Statement, the Preliminary Prospectus, the documents
incorporated by reference therein and any free writing prospectus (collectively,
the “Disclosure
Package”), prior to or in connection with the receipt of this
Agreement.  The Investor acknowledges that, prior to the delivery of
this Agreement to the Company, the Investor will receive certain additional
information regarding the Offering, including pricing information (the “Offering Information”). Such
information may be provided to the Investor by any means permitted under the
Act, including in the Prospectus Supplement, a free writing prospectus or oral
communications.

     

    9.         
   No offer by the Investor to buy Units will be accepted
and no part of the Purchase Price will be delivered to the Company until the
Investor has received the Offering Information and the Company has accepted such
offer by countersigning a copy of this Agreement, and any such offer may be
withdrawn or revoked, without obligation or commitment of any kind, at any time
prior to the Company (or the Placement Agent on behalf of the Company) sending
(orally, in writing or by electronic mail) notice of its acceptance of such
offer.  An indication of interest will involve no obligation or
commitment of any kind until the Investor has been delivered the Offering
Information and this Agreement is accepted and countersigned by or on behalf of
the Company.


    
      
         


      

      
        - 3
-

        
          

        

      

      
         


      

    

     

    
      
        
          
            
              
                	
                        Number
      of Units:

                      	 
      
	
                        Purchase
      Price Per Unit:      $

                      	 
      
	
                        Aggregate
      Purchase Price: $   

                      	 
      


              

            

          

        

      

    

     

    Please
confirm that the foregoing correctly sets forth the agreement between us by
signing in the space provided below for that purpose.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    	 
      	 	 	
                                                            Dated
      as of: __________ ___, 20__

                                                          
	 
      	 	 	 	 
      
	 
      	 	 	 	 
      
	 
      	 	 	
                                                            INVESTOR

                                                          	 
      
	 
      	 	 	
                                                            By:

                                                          	 
      
	 
      	 	 	
                                                            Print
      Name:

                                                          	 
      
	 
      	 	 	
                                                            Title:

                                                          	 
      
	 
      	 	 	
                                                            Address:

                                                          	 
      
	 
      	 	 	 
      
	 
      	 	 	 
      
	 
      	 	 	 
      
	
                                                            Agreed
      and Accepted

                                                          	 	 
      
	
                                                            this
      ___ day of _______________, 20__:

                                                          	 	 
      
	 
      	 	 	 
      
	
                                                            OCCULOGIX,
      INC.

                                                          	 	 
      
	 	 	 	 
      
	
                                                            By:

                                                          	 	 	 
      
	
                                                            Title:

                                                          	 	 
      


                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        - 4
-

        
          

        

      

      
         


      

    


    ANNEX I

     

    TERMS
AND CONDITIONS FOR PURCHASE OF UNITS

    OF

    OCCULOGIX,
INC.

    


     

    1.     
      Authorization and Sale of the
Units.  Subject to the terms and conditions of this Agreement,
the Company has authorized the sale of the Units, which consists of the Shares
[and the Warrants].

     

    2.      
     Agreement to Sell and Purchase the Units;
Placement Agent.

     

    2.1           At
the Closing (as defined in Section 3.1), the
Company will sell to the Investor, and the Investor will purchase from the
Company, upon the terms and conditions set forth herein, the number of Units set
forth on the last page of the Agreement to which these Terms and Conditions for
Purchase of Units are attached as Annex I (the “Signature Page”) for the
aggregate purchase price therefor set forth on the Signature Page.

     

    2.2           The
Company proposes to enter into substantially this same form of Subscription
Agreement with certain other investors (the “Other Investors”) and expects
to complete sales of Units to them.  The Investor and the Other
Investors are hereinafter sometimes collectively referred to as the “Investors,” and this
Agreement and the Subscription Agreements executed by the Other Investors are
hereinafter sometimes collectively referred to as the “Agreements.”

    


    2.3           The
Investor acknowledges that the Company has agreed to pay [__________________]
(the “Placement Agent”)
a fee (the “Placement
Fee”) in respect of the sale of Units to the Investor.

    


    2.4           The
Company has entered into a Placement Agent Agreement, dated ___________ __, 20__
(the “Placement
Agreement”), with the Placement Agent that contains certain
representations, warranties, covenants and agreements of the Company that may be
relied upon by the Investor, which shall be a third party beneficiary
thereof.

    


    3.         
  Closings and Delivery of the Units and Funds.

     

    3.1           Closing.  The completion of
the purchase and sale of the Units (the “Closing”) shall occur at a
place and time (the “Closing
Date”) to be specified by the Company and the Placement Agent, and of
which the Investors will be notified in advance by the Placement Agent, in
accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of
1934, as amended (the “Exchange Act”).  At
the Closing, (a) the Company shall cause the Transfer Agent to deliver to the
Investor the number of Shares (and Units) set forth on the Signature Page
registered in the name of the Investor or, if so indicated on the Investor
Questionnaire attached hereto as Exhibit A, in the
name of a nominee designated by the Investor, [(b) the Company shall cause to be
delivered to the Investor a Warrant to purchase a number of whole Warrant Shares
determined by multiplying the number of Shares (and Units) set forth on the
signature page by the Warrant Ratio and rounding down to the nearest whole
number,] and [(c)] the aggregate purchase price for the Units being purchased by
the Investor will be delivered by or on behalf of the Investor to the
Company.


    
      
         


      

      
        - 5
-

        
          

        

      

      
         


      

    


    3.2           Conditions
to the Company’s Obligations.  (a)  The
Company’s obligation to issue and sell the Units to the Investor shall be
subject to: (i) the receipt by the Company of the purchase price for the Units
being purchased hereunder as set forth on the Signature Page and (ii) the
accuracy of the representations and warranties made by the Investor and the
fulfillment of those undertakings of the Investor to be fulfilled prior to the
Closing Date.

    


    (b)           Conditions
to the Investor’s Obligations.  The Investor’s
obligation to purchase the Units will be subject to the accuracy of the
representations and warranties made by the Company and the fulfillment of those
undertakings of the Company to be fulfilled prior to the Closing Date, including
without limitation, those contained in the Placement Agreement, and to the
condition that the Placement Agent shall not have: (a) terminated the Placement
Agreement pursuant to the terms thereof, or (b) determined that the conditions
to the closing in the Placement Agreement have not been
satisfied.  The Investor’s obligations are expressly not conditioned
on the purchase by any or all of the Other Investors of the Units that they have
agreed to purchase from the Company.

    


    3.3           Delivery
of Funds.

    


    (a)           Delivery by Electronic
Book-Entry at The Depository Trust Company.  If the Investor
elects to settle the Shares purchased by such Investor through delivery by
electronic book-entry at DTC, no later
than one (1) business day after the execution of this Agreement by the Investor
and the Company, the Investor shall remit by wire transfer the amount of
funds equal to the aggregate purchase price for the Units being purchased by the
Investor to the following account designated by the Company and the Placement
Agent pursuant to the terms of that certain Escrow Agreement (the “Escrow Agreement”) dated as
of ___________ __, 20__, by and among the Company, the Placement Agent and
[________] (the “Escrow
Agent”):

    


    
      
        
          
            	
                    [Escrow
      Agent]

                  
	
                    ABA
      # [_______]

                  
	
                    Account
      Name: [__________]

                  
	
                    Account
      Number: [_____________]

                  


          

        

      

    

    


    Such
funds shall be held in escrow until the Closing and delivered by the Escrow
Agent on behalf of the Investors to the Company upon the satisfaction, in the
sole judgment of the Placement Agent, of the conditions set forth in Section
3.2(b) hereof.  Except with respect to the Placement Fee, the
Placement Agent shall have no rights in or to any of the escrowed funds, unless
the Placement Agent and the Escrow Agent are otherwise notified in writing by
the Company in connection with the Closing.  The Company and the
Investor agree to indemnify and hold the Escrow Agent harmless from and against
any and all losses, costs, damages, expenses and claims (including, without
limitation, court costs and reasonable attorneys fees) (“Losses”) arising under this
Section 3.3 or
otherwise with respect to the funds held in escrow pursuant hereto or arising
under the Escrow Agreement, unless it is finally determined that such Losses
resulted directly from the willful misconduct or gross negligence of the Escrow
Agent.  Anything in this Agreement to the contrary notwithstanding, in
no event shall the Escrow Agent be liable for any special, indirect or
consequential loss or damage of any kind whatsoever (including but not limited
to lost profits), even if the Escrow Agent has been advised of the likelihood of
such loss or damage and regardless of the form of action.

    


    (b)           Delivery Versus Payment
through The Depository Trust Company.  If the Investor elects
to settle the Shares purchased by such Investor by delivery versus payment
through DTC, no later
than one (1) business day after the execution of this Agreement by the Investor
and the Company, the Investor shall confirm that the account or accounts
at Placement Agent to be credited with the Shares being purchased by the
Investor have a minimum balance equal to the aggregate purchase price for the
Shares being purchased by the Investor.


    
      
         


      

      
        - 6
-

        
          

        

      

      
         


      

    


    3.4           Delivery
of Shares.

    


    (a)           Delivery by Electronic
Book-Entry at The Depository Trust Company.  If the Investor
elects to settle the Shares purchased by such Investor through delivery by
electronic book-entry at DTC, no later
than one (1) business day after the execution of this Agreement by the Investor
and the Company, the Investor shall direct the broker-dealer at which the
account or accounts to be credited with the Shares being purchased by such
Investor are maintained, which broker/dealer shall be a DTC participant, to set
up a Deposit/Withdrawal at Custodian (“DWAC”) instructing the Transfer Agent, to
credit such account or accounts with the Shares by means of an electronic
book-entry delivery.  Such DWAC shall indicate the settlement date for
the deposit of the Shares, which date shall be provided to the Investor by the
Placement Agent.  Simultaneously with the delivery to the Company by
the Escrow Agent of the funds held in escrow pursuant to Section 3.3 above,
the Company shall direct its Transfer Agent to credit the Investor’s account or
accounts with the Shares pursuant to the information contained in the
DWAC.

    


    (b)           Delivery Versus Payment
through The Depository Trust Company.  If the Investor elects
to settle the Shares purchased by such Investor by delivery versus payment
through DTC, no later
than one (1) business day after the execution of this Agreement by the Investor
and the Company, the Investor shall notify the Placement Agent of the
account or accounts at the Placement Agent to be credited with the Shares being
purchased by such Investor.  On the Closing Date, the Company shall
deliver the Shares to the Investor through DTC directly to the account or
accounts at the Placement Agent identified by Investor and simultaneously
therewith payment shall be made by the Placement Agent via wire transfer to the
Company.

    


    4.       
     Representations, Warranties and Covenants of the
Investor.

     

    The
Investor acknowledges, represents and warrants to, and agrees with, the Company
and the Placement Agent that:

    4.1           The
Investor (a) is knowledgeable, sophisticated and experienced in making, and is
qualified to make decisions with respect to, investments in shares presenting an
investment decision like that involved in the purchase of the Units, including
investments in securities issued by the Company and investments in comparable
companies, (b) has answered all questions on the Signature Page and the Investor
Questionnaire for use in preparation of the Prospectus Supplement and the
answers thereto are true and correct as of the date hereof and will be true and
correct as of the Closing Date, and (c) in connection with its decision to
purchase the number of Units set forth on the Signature Page, has received and
is relying solely upon (i) the Disclosure Package and the documents incorporated
by reference therein and (ii) the Offering Information.


    
      
         


      

      
        - 7
-

        
          

        

      

      
         


      

    


    4.2           The
Investor acknowledges that (a) no action has been or will be taken in any
jurisdiction outside the United States by the Company or the Placement Agent
that would permit an offering of the Units, or possession or distribution of
offering materials in connection with the issue of the Securities in any
jurisdiction outside the United States where action for that purpose is
required, (b) if the Investor is outside the United States, it will comply with
all applicable laws and regulations in each foreign jurisdiction in which it
purchases, offers, sells or delivers Securities or has in its possession or
distributes any offering material, in all cases at its own expense and (c) the
Placement Agent is not authorized to make and has not made any representation,
disclosure or use of any information in connection with the issue, placement,
purchase and sale of the Units, except as set forth or incorporated by reference
in the Base Prospectus, the Disclosure Package or the Prospectus
Supplement.

     

    4.3           The
Investor acknowledges that (a) the Investor has full right, power, authority and
capacity to enter into this Agreement and to consummate the transactions
contemplated hereby and has taken all necessary action to authorize the
execution, delivery and performance of this Agreement, and (b) this Agreement
constitutes a valid and binding obligation of the Investor enforceable against
the Investor in accordance with its terms, except as enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting creditors’ and contracting parties’ rights generally and
except as enforceability may be subject to general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law) and except as to the enforceability of any rights to
indemnification or contribution that may be violative of the public policy
underlying any law, rule or regulation (including any federal or state
securities law, rule or regulation).

     

    4.4           The
Investor understands that nothing in this Agreement, the Disclosure Package, the
Prospectus or any other materials presented to the Investor in connection with
the purchase and sale of the Units 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 Units.

     

    4.5           Since
the date on which the Placement Agent first contacted such Investor about the
Offering, Investor has not engaged in any transactions in the securities of the
Company (including, without limitation, any Short Sales (as defined below)
involving the Company’s securities).  Each Investor covenants that it
will not engage in any transactions in the securities of the Company (including
Short Sales) prior to the time that the transactions contemplated by this
Agreement are publicly disclosed.  Each Investor agrees that it will
not use any of the Shares acquired pursuant to this Agreement to cover any short
position in the Common Stock if doing so would be in violation of applicable
securities laws.  For purposes hereof, “Short Sales” include, without
limitation, all “short sales” as defined in Rule 200 promulgated under
Regulation SHO under the Exchange Act, whether or not against the box, and all
types of direct and indirect stock pledges, forward sales contracts, options,
puts, calls, short sales, swaps, “put equivalent positions” (as defined in Rule
16a-1(h) under the Exchange Act) and similar arrangements (including on a total
return basis), and sales and other transactions through non-US broker dealers or
foreign regulated brokers.

     

    5.       
     Survival of Representations, Warranties and
Agreements; Third Party Beneficiary.  Notwithstanding any
investigation made by any party to this Agreement or by the Placement Agent, all
covenants, agreements, representations and warranties made by the Company and
the Investor herein will survive the execution of this Agreement, the delivery
to the Investor of the Units being purchased and the payment
therefor.  The Placement Agent shall be a third party beneficiary with
respect to the representations, warranties and agreements of the Investor in
Section 4 hereof.

     


    
      
         


      

      
        - 8
-

        
          

        

      

      
         


      

    


    6.          
  Notices.  All notices, requests, consents and other
communications hereunder will be in writing, will be mailed (a) if within the
domestic United States by first-class registered or certified airmail, or
nationally recognized overnight express courier, postage prepaid, or by
facsimile or (b) if delivered from outside the United States, by International
Federal Express or facsimile, and will be deemed given (i) if delivered by
first-class registered or certified mail domestic, three business days after so
mailed, (ii) if delivered by nationally recognized overnight carrier, one
business day after so mailed, (iii) if delivered by International Federal
Express, two business days after so mailed and (iv) if delivered by facsimile,
upon electric confirmation of receipt and will be delivered and addressed as
follows:

     

    
      	
               
      

            	
              (a)

            	
              if to the Company,
      to:

            


    

     

    OccuLogix,
Inc.

    12707
High Bluff Drive, 2nd Floor

    San
Diego, California  92130

    Attention:
CEO

    Facsimile:
(858) 794-1493

     

    with a copy
to:

     

    Martin J.
Waters, Esq.

    Wilson
Sonsini Goodrich & Rosati PC

    12235 El
Camino Real, Suite 200

    San
Diego, California 92130

    


    (b)       if
to the Investor, at its address on the Signature Page hereto, or at such other
address or addresses as may have been furnished to the Company in
writing.

     

    7.          
  Changes.  This Agreement may not be modified or
amended except pursuant to an instrument in writing signed by the Company and
the Investor.

     

    8.       
     Headings.  The headings of the
various sections of this Agreement have been inserted for convenience of
reference only and will not be deemed to be part of this Agreement.

     

    9.          
  Severability.  In case any provision contained in
this Agreement should be invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained
herein will not in any way be affected or impaired thereby.

     

    10.           Governing
Law.  This Agreement will be governed by, and construed in
accordance with, the internal laws of the State of New York, without giving
effect to the principles of conflicts of law that would require the application
of the laws of any other jurisdiction.

     

    11.           Counterparts.  This
Agreement may be executed in any number of counterparts, each of which will
constitute an original, but all of which, when taken together, will constitute
but one instrument, and will become effective when one or more counterparts have
been signed by each party hereto and delivered to the other
parties.  The Company and the Investor acknowledge and agree that the
Company shall deliver its counterpart to the Investor along with the Base
Prospectus and the Prospectus Supplement (or the filing by the Company of an
electronic version thereof with the Commission).


    
      
         


      

      
        - 9
-

        
          

        

      

      
         


      

    


    12.           Confirmation
of Sale.  The Investor acknowledges and agrees that such
Investor’s receipt of the Company’s counterpart to this Agreement, together with
the Base Prospectus and the Prospectus Supplement (or the filing by the Company
of an electronic version thereof with the Commission), shall constitute written
confirmation of the Company’s sale of Units to such Investor.

     

    13.           Press
Release.  The Company and the Investor agree that the Company
shall issue a press release announcing the Offering prior to the opening of the
financial markets in New York City on the business day immediately after the
date hereof.

     

    14.           Termination.  In
the event that the Placement Agreement is terminated by the Placement Agent
pursuant to the terms thereof, this Agreement shall terminate without any
further action on the part of the parties hereto.


    
      
         


      

      
        - 10
-

        
          

        

      

      
         


      

    


    Exhibit
A

     

    OCCULOGIX,
INC.

     

    INVESTOR
QUESTIONNAIRE

     

    Pursuant
to Section 3 of
Annex I to the
Agreement, please provide us with the following information:

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	
                                                  1.

                                                	
                                                  The
      exact name that your Shares and Warrants are to be registered in. You may
      use a nominee name if appropriate:

                                                	 	 
      	 
	 
      	 
      	 	 
      	 
	
                                                  2.

                                                	
                                                  The
      relationship between the Investor and the registered holder listed in
      response to item 1 above:

                                                	 	 
      	 
	
                                                   
      

                                                	 
      	 	 
      	 
	
                                                  3.

                                                	
                                                  The
      mailing address of the registered holder listed in response to item 1
      above:

                                                	 	 
      	 
	 
      	 
      	 	 
      	 
	
                                                  4.

                                                	
                                                  The
      Social Security Number or Tax Identification Number of the registered
      holder listed in the response to item 1 above:

                                                	 	 
      	 
	 
      	 
      	 	 
      	 
	
                                                  5.

                                                	
                                                  Name
      of DTC Participant (broker-dealer at which the account or accounts to be
      credited with the Shares are maintained):

                                                	 	 
      	 
	
                                                   
      

                                                	 
      	 	 
      	 
	
                                                  6.

                                                	
                                                  DTC
      Participant Number:

                                                	 	 
      	 
	
                                                   
      

                                                	 
      	 	 
      	 
	
                                                  7.

                                                	
                                                  Name
      of Account at DTC Participant being credited with the
    Shares:

                                                	 	 
      	 
	 
      	 
      	 	 
      	 
	
                                                  8.

                                                	
                                                  Account
      Number at DTC Participant being credited with the Shares: