EXHIBIT 10.29
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| Seal of |
| ALFONSO CHACÓN |
| ROBLES, NOTARY |
| PUBLIC NO. 42 OF |
| ZAPOPAN, JALISCO |
MR. ALFONSO CHACÓN ROBLES
HEAD NOTARY PUBLIC
NOTARY PUBLIC OFFICE NO. 42 OF ZAPOPAN
NUMBER 16,242 SIXTEEN THOUSAND TWO HUNDRED AND FORTY TWO.
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VOLUME FIFTY FIVE.
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BOOK SIX. |
In the City of Guadalajara, Jalisco, on January 28 2006. The undersigned ALFONSO CHACÓN
ROBLES, Head Notary Public of Notary Public’s Office No. 42 (forty two) of Zapopan, Jalisco, acting
under a Notarial Association Agreement [Convenio de Asociación Notarial] with Notary Public No. 3
of Zapopan, Jalisco, under the terms of Article 43, second paragraph of the Notary Law [Ley del
Notariado] in effect, AUTHENTICATES the Certification of Facts Statement [Acta de Certificación de
Hechos] issued at 16:00 hours on February 24 2006, at the request of Mr. EVERARDO GARIBAY RAMIREZ,
as the Unauthorized Agent of the Company known as Oculus Innovate Sciences, Inc. and as the Legal
Representative of the Company Oculus Technologies of Mexico, a Variable Capital Corporation
[Sociedad Anónima de Capital Variable or S.A. de C.V.] a subsidiary of the US Company Oculus
Innovative Sciences, Inc. The undersigned Notary Public appeared legally together with the
requesting party at the Business Center of Salón Brasil of the Hilton Hotel located at Avenida de
las Rosas no. 2933, Colonia Rinconada del Bosque in Guadalajara, Jalisco, in order to certify, in
fact, the issuance made to FRANCISCO JAVIER OROZCO GUTIERREZ, representing himself and acting as
the Legal Representative of the Company known as Química Pasteur, a Limited Liability Corporation
[Sociedad de Responsabilidad Limitada or S. de R.L.], of 11 letters informing him of the
termination of various agreements, two reports and one resignation, which act ended at 17:00 hours
on the date mentioned above, with all the formalities indicated under law, requesting the
Authentication of the same, and the transcription of the actions taken place.
The same is solely signed and authorized by the undersigned Notary Public in virtue of the
fact that the document has already been signed by the requesting party, at 10:15 on February 28
2006. I hereby certify.
Signature of MR. ALFONSO CHACÓN ROBLES. The authorizing seal.
MATERIAL ACTIONS OF THIS AUTHENTICATION
In the City of Guadalajara, Jalisco, at 16:00 hours of February 24 2006, the undersigned ALFONSO
CHACÓN ROBLES, Head Notary Public of Notary Public’s Office No. 42 of Zapopan, Jalisco, acting
under a Notarial Association Agreement with Notary Public No. 3 of Zapopan, Jalisco, under the
terms of Article 43, second paragraph of the Notary Law in effect, appeared at the Business Center
of Salón Brasil of the Hilton Hotel located at Avenida de las Rosas 2933, Colonia Rinconada del
Bosque, in Guadalajara, Jalisco, at the request of EVERARDO GARIBAY RAMIREZ, who declares to be
Mexican, of the age of majority, married, a Certified Public Accountant, domiciled at Calle
Industria Vidriera No. 81, Colonia Industrial Zapopan Norte, in Zapopan Jalisco, born on February
10 1973 in Mexico City, Federal District, and who identifies himself by means of Voter’s
Identification Card [Credencial para Votar], with a photograph, file no. 82249652, and Voter’s
Identification Number [Clave de Elector] GRRMEV73021009H700, issued by the Federal Electoral
Institute [Instituto Federal Electoral], photocopy of which, duly certified by the undersigned, I
add to the Documentation Book of this Volume under the corresponding number, and who states that he
appears as the Unauthorized Agent of the company known as Oculus Innovate Sciences, Inc. and as the
Legal Representative of the company known as Oculus Technologies of Mexico, S.A. de C.V., a
PROGRESO SUR NO. 445 GUADALAJARA JALISCO, TEL. AND FAX 3825-4712, 38250508, 3825-0539
Notaria3zap@megared.net.mx
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| Seal of |
| ALFONSO CHACÓN |
| ROBLES, NOTARY |
| PUBLIC NO. 42 OF |
| ZAPOPAN, JALISCO |
MR. ALFONSO CHACÓN ROBLES
HEAD NOTARY PUBLIC
NOTARY PUBLIC OFFICE NO. 42 OF ZAPOPAN
subsidiary of the US Company known as Oculus Innovative Sciences, Inc., declaring, under an oath to
declare truthfully in accordance with Article 84, second paragraph, of the Notarial Law in effect,
that he appears in representation of such company with the necessary legal capacity and that the
authorities with which he appears have not been revoked or limited in any way, which he evidences
to me by means of the first official transcript of Public Deed No. 95370 dated November 30
2005,certified by Notary Public Francisco Javier Arce Gargollo, Notary Public No. 74 of the Federal
District, containing the Authentication of the Minutes of the General Ordinary and Extraordinary
Shareholders’ Meeting of the company known as “OCULUS TECHNOLOGIES OF MEXICO”, a Variable Capital
Corporation, in which, among other things, the following powers were granted: the Granting of a
General Power of Attorney for Lawsuits and Collections, Administrative Actions, Execution and
Granting of Credit Instruments, a Special Power for Administrative Actions with respect to Labor
Matters, and the power to grant and revoke Powers of Attorney. These powers were granted to Mr.
EVERARDO GARIBAY RAMIREZ, and such public deed was duly recorded under Electronic Mercantile File
No. 6970*1 of the Public Registry of Commerce [Registro Público de Comercio] of Morelia, Michoacan,
and I, the Notary, hereby certify that I personally saw the above document, which consisted of 25
pages, photocopy of which, duly certified by the undersigned, I attach to the Documentation Book of
this Volume under the corresponding number and I declare that today, at 16:00 hours, I had a
meeting scheduled with Mr. JORGE PAULINO HERMOSILLO MARTÍN at the address mentioned above, and
taking advantage of the presence of such person, the appearance by the undersigned was requested
for the issuance of the 11 letters which were shown to me, consisting of 13 pages, originals and
copies, which report the following information:
The irrevocable resignation of Mr. Bruce Thornton as the Administrative Manger of the company
Química Pasteur, Limited Liability Company [Sociedad de Responsabilidad Limitada or S. de R.L.];
The will of Oculus Innovative Sciences, Inc. to terminate the following agreements:
Stock Purchase Agreement executed between Javier Orozco Gutierrez, Química Pasteur, Limited
Liability Company, Jorge Paulino Hermosillo Martín and Oculus Innovative Sciences, Inc.
Master Agreement executed by and between Javier Orozco Gutiérrez, Química Pasteur, Limited
Liability Company, Jorge Paulino Hermosillo Martín, Oculus Innovative Sciences, Inc., and Oculus
Technologies of México, a Variable Capital Corporation.
Partnership Interest Purchase Option Agreement executed by and between Javier Orozco Gutiérrez
and Oculus Innovative Sciences, Inc.
The will of Oculus Technologies of Mexico, a Variable Capital Corporation, to terminate the
following agreement:
Master Agreement executed by and between Javier Orozco Gutiérrez, Química Pasteur, a Limited
Liability Company, Jorge Paulino Hermosillo Martín, Oculus Innovative Sciences Inc., and Oculus
Technologies of México, a Variable Capital Company.
PROGRESO SUR NO. 445 GUADALAJARA JALISCO, TEL. AND FAX 3825-4712, 38250508, 3825-0539
Notaria3zap@megared.net.mx
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| Seal of |
| ALFONSO CHACÓN |
| ROBLES, NOTARY |
| PUBLIC NO. 42 OF |
| ZAPOPAN, JALISCO |
MR. ALFONSO CHACÓN ROBLES
HEAD NOTARY PUBLIC
NOTARY PUBLIC OFFICE NO. 42 OF ZAPOPAN
Mercantile Commission Agreement executed by and between Javier Orozco Gutiérrez, Química
Pasteur, a Limited Liability Corporation, and Oculus Technologies of México, a Variable Capital
Corporation.
The Report prepared by Mr. Everardo Garibay Ramírez acting as the statutory examiner of the
company Química Pasteur, a Limited Liability Corporation.
The Report prepared by Mr. Bruce Thornton, acting as the Administrative Manager of the company
Química Pasteur, a Limited Liability Corporation.
Thereafter the undersigned Notary and the requesting party appeared at the above-cited
domicile and we were met by Mr. FRANCISCO JAVIER OROZCO GUTIÉRREZ, who identified himself by means
of a Voter’s Identification Card, with a photograph, file no. 0000078831058, and Voter’s
Identification Number [Clave de Elector] ORGTFR10020714H900, issued by the Federal Electoral
Institute, photocopy of which, duly certified by the undersigned, I add to the Documentation Book
of this Volume under the corresponding number, and who I advised of the purpose of my visit, and in
accordance with such purpose, I delivered to him the above referenced letters to him, personally,
and as the Legal Representative of the company known as Química Pasteur, a Limited Liability
Corporation, in accordance with the first official transcript shown of public deed no. 109,148,
certified by Notary Public NO. 9 of the Federal District, Mr. José Ángel Villalobos Magaña, which
evidenced the following powers granted to such party: a General Power for Lawsuits and Collections;
Administrative Actions; Power for Administrative Actions with respect to Labor Matters; and the
power to execute and endorse credit instruments issued by the company Química Pasteur, a Limited
Liability corporation, represented herein by Mr. Everardo Garibay Ramírez in favor of Mr. Francisco
Javier Orozco Gutiérrez, public deed that, due to its date, is still in the process of being
recorded in the Public Registry of Commerce, and which I, the Notary, hereby certify I have seen
and a photocopy of which, duly certified by the undersigned, I attach to the Documentation Book of
this volume under the corresponding number. Once he had read the content of the above-cited letters
and in accordance with the same, he signed duplicates of the same as a signal of his receipt of the
originals, thereby being duly notified. The duplicates I attach, as an integral part of this
action, to the Documentation Book of this Volume under the corresponding number.
In light of the above, the undersigned Notary hereby concludes his actions at 17:00 hours of
the date mentioned above, the same being signed by EVERARDO GARIBAY RAMÍREZ, together with the
undersigned Notary.
Signature of Mr. EVERARDO GARIBAY RAMÍREZ. Signature of Mr. ALFONSO CHACÓN ROBLES. The Authorizing
Seal.
The undersigned Notary Public hereby certifies and evidences that the authenticated deed is a
faithful copy of the original that I saw.
FINAL NOTE
Under numbers 2719 to 2724 inclusive, I add to the Documentation book of this Volume a Duplicate of
the Notice given to the Files Director of Public Instruments of the State, a receipt for the
payment of the taxes corresponding to Legal businesses in the amount of $90.00. Authenticated
Instrument, Authority, Letters, Identification and brochure.
PROGRESO SUR NO. 445 GUADALAJARA JALISCO, TEL. AND FAX 3825-4712, 38250508, 3825-0539
Notaria3zap@megared.net.mx
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| Seal of |
| ALFONSO CHACÓN |
| ROBLES, NOTARY |
| PUBLIC NO. 42 OF |
| ZAPOPAN, JALISCO |
MR. ALFONSO CHACÓN ROBLES
HEAD NOTARY PUBLIC
NOTARY PUBLIC OFFICE NO. 42 OF ZAPOPAN
SINCE ALL OF THE REQUIREMENTS PROVIDED UNDER ARTICLE 124 OF THE NOTARIAL LAW IN EFFECT HAVE BEEN
SATISFIED, IN COMPLIANCE WITH THIS PROVISION I HEREBY ISSUE THIS FIRST OFFICIAL TRANSCRIPT
CONSISTING OF TWO PAGES FOR THE REQUESTING PARTY, MR. EVERARDO GARIBAY RAMIREZ, AS THE UNAUTHORIZED
AGENT OF THE COMPANY KNOWN AS OCULUS INNOVATIVE SCIENCES, INC. AND AS THE ADMINISTRATIVE AND
FINANCE DIRECTOR AND LEGAL REPRESENTATIVE OF THE COMPANY OCULUS TECHNOLOGIES OF MEXICO S.A. DE C.V.
IT IS HEREBY COMPARED AND CORRECTED.
GUADALAJARA, JALISCO, FEBRUARY 28 2006.
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JALISCO
Illegible stamp
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Illegible signature
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Seal of
ALFONSO CHACÓN ROBLES,
NOTARY PUBLIC NO. 42 OF
ZAPOPAN, JALISCO |
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PROGRESO SUR NO. 445 GUADALAJARA JALISCO, TEL. AND FAX 3825-4712, 38250508, 3825-0539
Notaria3zap@megared.net.mx
Letterhead of
OCULUS
Innovative Sciences
Guadalajara, Jalisco, February 24 2006
Javier Orozco Gutiérrez
Partner
Química Pasteur, S. de R.L.
Guadalajara, Jalisco
RE: Química Pasteur, S. de R.L.
Dear Mr. Orozco:
With respect to my performance as the Administrative Manager of the company Química Pasteur, S. de
R.L., by means of this letter, I notify you, as partner and holder of one partnership interest of
the capital stock of the company mentioned above, the following:
That in compliance with my legal obligations as the Administrative Manager of Química Pasteur S. de
R.L., I notify you that after exhaustively reviewing the accounting documentation of Química
Pasteur S. de R.L. and after having ordered a financial audit over the same, we have found
situations and issues that may be considered irregular and which may represent a fiscal contingency
for the company.
The financial years reviewed correspond to 2004 and 2005, and we have found that all the documents
reviewed that contain irregularities and which may represent a tax contingencies for the company
took place before June 16 2005.
Such financial audits are now in their final stage and the results are available for your review
starting on march 27 2006; however, I am now in a position where I must blow the whistle to you of
the existence of the payments made by Química Pasteur S. de R.L. to various suppliers for assets
and/ or services which in reality were never received by Química Pasteur S. de R.L., the amount of
such payments was reimbursed in cash by such suppliers to ex-officers and shareholders of Química
Pasteur S. de R.L. to apparently make payments to employees and officers for salaries and other
benefits as well as for non-deductible expenses. This information was provided and confirmed by
Messrs. Jorge Hermosillo Torres and Jorge Hermosillo Martín, the latter a partner of Química
Pasteur S. de R.L. until June 16 2005, date on which he transferred his participation in such
company to you.
Following I provide you details of the names of the suppliers and the amounts involved obtained
from an in-depth analysis of documents carried out with respect to the declarations of Messrs.
Jorge Hermosillo Torres and Jorge Hermosillo Martín, who also point out the fact that you were also
aware of the above-cited operations:
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| Operations Described Above, 2000 |
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Amount |
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MIRAMONTES PATIÑO MARIA DEL ROCIO |
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5,552,500 |
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HERMOSILLO TORRES JORGE |
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2,907,736 |
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MIRAMONTES BAÑUELOS OBDULIO |
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1,040,014 |
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GONZALEZ ARAGON DE LARA PATRICIA ELIZABETH |
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365,761 |
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9,866,011 |
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| Operations Described Above, 2001 |
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Amount |
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PEREZ GARCIA JUAN JOSE |
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5,478,400 |
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HERMOSILLO TORRES JORGE |
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4,699,810 |
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10,178,210 |
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| Operations Described Above, 2002 |
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Amount |
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COMERCIALIZADORA PUBLICITARIA INTEGRAL, S.A DE C.V. |
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3,052,917 |
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LOPEZ GONZALEZ ROBERTO |
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2,787,478 |
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PEREZ GARCIA JUAN JOSE |
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1,408,870 |
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ROMERO VALENZUELA BENITO |
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1,382,400 |
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HERMOSILLO TORRES JORGE |
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300,199 |
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8,931,864 |
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| Operations Described Above, 2003 |
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Amount |
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COMERCIALIZADORA PUBLICITARIA INTEGRAL, S.A. DE C.V. |
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4,508,342 |
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GOYA GLOBAL COMERCIAL PUBLICITARIA, S.A. DE C.V. |
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1,921,000 |
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ARANA RAMIREZ JAVIER |
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476,000 |
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6,905,342 |
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| Operations Described Above, 2004 |
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Amount |
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GOYA GLOBAL COMERCIAL PUBLICITARIA, S.A. DE C.V. |
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11,670,729 |
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KARDEP COMERCIALIZADORA GENERAL, S.A. DE C.V. |
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2,261,000 |
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13,931,729 |
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| Operations Described Above, 2005 |
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Amount |
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KARDEP COMERCIALIZADORA GENERAL, S.A. DE C.V. |
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7,234,105 |
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This notice is granted for all applicable legal effects.
Sincerely,
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/s/ Bruce Thornton |
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Bruce Thornton |
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Administrative Manager |
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Química Pasteur, S. de R.L. |
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| [Stamped on the right side: COMPARED and illegible signature] |
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| [Handwritten note “I received a copy Feb. 24 2006” illegible signature] |
The undersigned MR. ALFONSO CHACÓN ROBLES, Head Notary Public of Notary Public Office No. 42 of
Zapopan, Jalisco, acting under a Notarial Association Agreement with Notary Public No. 3 of
Zapopan, Jalisco, under the terms of Article 43, second paragraph of the Notary Law in effect,
CERTIFY that the preceding copy, consisting of two pages, is a faithful photocopy of its original,
and is an integral part of the Certification of Facts Statement issued at the request of Mr.
EVERARDO GARIBAY RAMIREZ, as the Unauthorized agent of the company known as Oculus Innovate
Sciences, Inc. and as the Legal Representative of the company Oculus Technologies of Mexico,
Variable capital Corporation, a subsidiary of the US Company known as Oculus Innovative Sciences,
Inc., which is hereby authenticated under Public Deed No. 16,243 and evidenced before the
undersigned Notary, who compared it, and found that it is true and exact both in the front and
back, with respect to which I certify it by means of my signature and official stamps. I hereby
certify.
Guadalajara, Jalisco, February 28 2006.
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Seal of
ALFONSO CHACÓN ROBLES, NOTARY PUBLIC NO. 42 OF ZAPOPAN, JALISCO
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Letterhead of
OCULUS
Innovative Sciences
Guadalajara Jalisco, February 24 2006
Francisco Javier Orozco Gutiérrez
Escudo Nacional 533
Guadalajara, Jalisco
RE: Mercantile Commission Agreement executed by and between Javier Orozco Gutiérrez, Química
Pasteur, S. de R.L., and Oculus Technologies of México, S.A. de C.V.
Dear Mr. Orozco:
I make reference to the Mercantile Commission Agreement executed by and between Javier Orozco
Gutiérrez, Química Pasteur, S. de R.L., and Oculus Technologies of México, S.A. de C.V., dated June
16 2005 and the Master Agreement executed by and between Javier Orozco Gutiérrez, Química Pasteur,
S. de R.L., Jorge Paulino Hermosillo Martín, Oculus Innovative Sciences Inc. and Oculus
Technologies of México, S.A. de C.V., dated June 16 2005.
By means of this letter, in the exercise of the rights conferred upon me under Clause 8 of the
Mercantile Commission Agreement and with respect to the same, the right conferred under the second
paragraph of Clause Eight of the Master Agreement described under the above paragraph, I hereby
notify you that it is the will of Oculus Technologies of México, S.A. de C.V., to terminate the
above-mentioned Mercantile Commission Agreement.
For such effects, this notice is granted 30 calendar days prior to the date on which the party I
represent wishes to carry out the termination of the same.
Furthermore, in accordance with Clause Five of the above cited Mercantile Commission Agreement, I
request that the Products, as such term is defined under the above-referenced contract, that to the
date of termination notified by means of this letter, not be sold but rather returned to Oculus
Technologies of México, S.A: de C.v., within the five business days following, to the warehouse of
the party I represent, located at Industria Vidriera No. 81, Fracc. Industrial Zapopan, in Zapopan,
Jalisco. I also notify you that to this date, Química Pasteur S. de R.L., has a debt of
$23,109,428.37 (Twenty Seven Million One Hundred and Nine Thousand Four Hundred and Twenty Eight
Pesos 37/100, Mexican Currency), derived from the performance, by the party I represent, of its
obligations under this agreement.
Sincerely,
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/s/ Everardo Garibay Ramírez |
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Everardo Garibay Ramírez |
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Attorney in Fact |
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| Oculus Technologies de México, S.A. de C.V. |
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| [Handwritten note “I received a copy Feb. 24 2006” illegible signature] |
The undersigned MR. ALFONSO CHACÓN ROBLES, Head Notary Public of Notary Public Office No. 42 of
Zapopan, Jalisco, acting under a Notarial Association Agreement with Notary Public No. 3 of
Zapopan, Jalisco, under the terms of Article 43, second paragraph of the Notary Law in effect,
CERTIFY that the preceding copy, consisting of one page, is a faithful photocopy of its original,
and is an integral part of the Certification of Facts Statement issued at the request of Mr.
EVERARDO GARIBAY RAMIREZ, as the Unauthorized agent of the company known as Oculus Innovate
sciences, Inc. and as the Legal Representative of the company Oculus Technologies of Mexico,
Variable capital Corporation, a subsidiary of the US Company known as Oculus Innovative Sciences,
Inc., which is hereby authenticated under Public Deed No. 16,243 and evidenced before the
undersigned Notary, who compared it, and found that it is true and exact both in the front and
back, with respect to which I certify it by means of my signature and official stamps. I hereby
certify.
Guadalajara, Jalisco, February 28 2006.
Seal of
ALFONSO CHACÓN ROBLES, NOTARY PUBLIC NO. 42 OF ZAPOPAN, JALISCO
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Letterhead of
OCULUS
Innovative Sciences
Guadalajara Jalisco, February 24 2006
Francisco Javier Orozco Gutiérrez
Attorney in Fact
Química Pasteur, S. de R.L.
Industria Maderera 154
Zapopan, Jalisco
RE: Mercantile Commission Agreement executed by and between Javier Orozco Gutiérrez, Química
Pasteur, S. de R.L. and Oculus Technologies of México, S.A. de C.V.
Dear Mr. Orozco:
I make reference to the Mercantile Commission Agreement executed by and between Javier Orozco
Gutiérrez, Química Pasteur, S. de R.L. and Oculus Technologies of México, S.A. de C.V., dated June
16 2005 as well as the Master Agreement executed by and between Javier Orozco Gutiérrez, Química
Pasteur, S. de R.L., Jorge Paulino Hermosillo Martín, Oculus Innovative Sciences Inc., and Oculus
Technologies of México, S.A. de C.V. on June 16 2005.
By means of this letter, in the exercise of the rights conferred upon me under Clause 8 of the
Mercantile Commission Agreement and with respect to the same, the right conferred under the second
paragraph of Clause Eight of the Master Agreement described under the above paragraph, I hereby
notify you that it is the will of Oculus Technologies of México, S.A. de C.V., to terminate the
above-mentioned Mercantile Commission Agreement.
For such effects, this notice is granted 30 calendar days prior to the date on which the party I
represent wishes to carry out the termination of the same.
Furthermore, in accordance with Clause Five of the above cited Mercantile Commission Agreement, I
request that the Products, as such term is defined under the above-referenced contract, that to the
date of termination notified by means of this letter, not be sold but rather returned to Oculus
Technologies of México, S.A: de C.v., within the five business days following, to the warehouse of
the party I represent, located at Industria Vidriera No. 81, Fracc. Industrial Zapopan, in Zapopan,
Jalisco. I also notify you that to this date, Química Pasteur S. de R.L., has a debt of
$23,109,428.37 (Twenty Seven Million One Hundred and Nine Thousand Four Hundred and Twenty Eight
Pesos 37/100, Mexican Currency), derived from the performance, by the party I represent, of its
obligations under this agreement.
Sincerely,
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/s/ Everardo Garibay Ramírez |
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Everardo Garibay Ramírez |
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Attorney in Fact |
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Oculus Technologies de México, S.A. de C.V.
[Stamped on the right side: COMPARED and illegible signature]
[Handwritten note “I received a copy Feb. 24 2006” illegible signature]
The undersigned MR. ALFONSO CHACÓN ROBLES, Head Notary Public of Notary Public Office No. 42 of
Zapopan, Jalisco, acting under a Notarial Association Agreement with Notary Public No. 3 of
Zapopan, Jalisco, under the terms of Article 43, second paragraph of the Notary Law in effect,
CERTIFY that the preceding copy, consisting of one page, is a faithful photocopy of its original,
and is an integral part of the Certification of Facts Statement issued at the request of Mr.
EVERARDO GARIBAY RAMIREZ, as the Unauthorized agent of the company known as Oculus Innovate
sciences, Inc. and as the Legal Representative of the company Oculus Technologies of Mexico,
Variable capital Corporation, a subsidiary of the US Company known as Oculus Innovative Sciences,
Inc., which is hereby authenticated under Public Deed No. 16,243 and evidenced before the
undersigned Notary, who compared it, and found that it is true and exact both in the front and
back, with respect to which I certify it by means of my signature and official stamps. I hereby
certify.
Guadalajara, Jalisco, February 28 2006.
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Seal of |
ALFONSO CHACÓN ROBLES, NOTARY |
PUBLIC NO. 42 OF ZAPOPAN, JALISCO |
Letterhead of
OCULUS
Innovative Sciences
Guadalajara, Jalisco, February 24 2006
Francisco Javier Orozco Gutiérrez
Attorney in Fact
Química Pasteur, S. de R.L.
Industria Maderera 154
Zapopan, Jalisco
RE: Master Agreement executed by and between Javier Orozco Gutiérrez, Química Pasteur, S. de R.L.,
Jorge Paulino Hermosillo Martín, Oculus Innovative Sciences Inc., and Oculus Technologies of
México, S.A. de C.V.
Dear Mr. Orozco:
I make reference to the Master Agreement executed by and between Javier Orozco Gutiérrez, Química
Pasteur, S. de R.L., Jorge Paulino Hermosillo Martín, Oculus Innovative Sciences Inc., and Oculus
Technologies of México, S.A. de C.V. dated June 16 2005.
By means of this letter, in the exercise of the rights conferred upon me under the second paragraph
of Clause Eight of the Master Agreement described under the above paragraph, I hereby notify you
that it is the will of Oculus Technologies of México, S.A. de C.V., to terminate the
above-mentioned Agreement.
For such effects, and in accordance with the clause mentioned above, this notice is issued 30 days
prior to the date on which the party I represent wishes the termination of the above-mentioned
agreement to take effect.
Sincerely,
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/s/ Everardo Garibay Ramírez |
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Everardo Garibay Ramírez |
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Attorney in Fact |
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| Oculus Technologies of México, S.A. de C.V. |
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| [Stamped on the right side: COMPARED and illegible signature] |
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| [Handwritten note “I received a copy Feb. 24 2006” illegible signature] |
The undersigned MR. ALFONSO CHACÓN ROBLES, Head Notary Public of Notary Public Office No. 42 of
Zapopan, Jalisco, acting under a Notarial Association Agreement with Notary Public No. 3 of
Zapopan, Jalisco, under the terms of Article 43, second paragraph of the Notary Law in effect,
CERTIFY that the preceding copy, consisting of one page, is a faithful photocopy of its original,
and is an integral part of the Certification of Facts Statement issued at the request of Mr.
EVERARDO GARIBAY RAMIREZ, as the Unauthorized agent of the company known as Oculus Innovate
sciences, Inc. and as the Legal Representative of the company Oculus Technologies of Mexico,
Variable capital Corporation, a subsidiary of the US Company known as Oculus Innovative Sciences,
Inc., which is hereby authenticated under Public Deed No. 16,243 and evidenced before the
undersigned Notary, who compared it, and found that it is true and exact both in the front and
back, with respect to which I certify it by means of my signature and official stamps. I hereby
certify.
Guadalajara, Jalisco, February 28 2006.
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JALISCO
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Seal of
ALFONSO CHACÓN ROBLES,
NOTARY PUBLIC NO. 42 OF
ZAPOPAN, JALISCO |
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Letterhead of
OCULUS
Innovative Sciences
Guadalajara, Jalisco, February 24 2006
Francisco Javier Orozco Gutiérrez
Escudo Nacional 533
Guadalajara, Jalisco
RE: Master Agreement executed by and between Javier Orozco Gutiérrez, Química Pasteur, S. de R.L.,
Jorge Paulino Hermosillo Martín, Oculus Innovative Sciences Inc., and Oculus Technologies of
México, S.A. de C.V.
Dear Mr. Orozco:
I make reference to the Master Agreement executed by and between Javier Orozco Gutiérrez, Química
Pasteur, S. de R.L., Jorge Paulino Hermosillo Martín, Oculus Innovative Sciences Inc., and Oculus
Technologies of México, S.A. de C.V. dated June 16 2005.
By means of this letter, in the exercise of the rights conferred upon me under the second paragraph
of Clause Eight of the Master Agreement described under the above paragraph, I hereby notify you
that it is the will of Oculus Technologies of México, S.A. de C.V., to terminate the
above-mentioned Agreement.
For such effects, and in accordance with the clause mentioned above, this notice is issued 30 days
prior to the date on which the party I represent wishes the termination of the above-mentioned
agreement to take effect.
Sincerely,
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/s/ Everardo Garibay Ramírez |
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Everardo Garibay Ramírez |
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Attorney in Fact |
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| Oculus Technologies of México, S.A. de C.V. |
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| [Stamped on the right side: COMPARED and illegible signature] |
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| [Handwritten note “I received a copy Feb. 24 2006” illegible signature] |
The undersigned MR. ALFONSO CHACÓN ROBLES, Head Notary Public of Notary Public Office No. 42 of
Zapopan, Jalisco, acting under a Notarial Association Agreement with Notary Public No. 3 of
Zapopan, Jalisco, under the terms of Article 43, second paragraph of the Notary Law in effect,
CERTIFY that the preceding copy, consisting of one page, is a faithful photocopy of its original,
and is an integral part of the Certification of Facts Statement issued at the request of Mr.
EVERARDO GARIBAY RAMIREZ, as the Unauthorized agent of the company known as Oculus Innovate
sciences, Inc. and as the Legal Representative of the company Oculus Technologies of Mexico,
Variable capital Corporation, a subsidiary of the US Company known as Oculus Innovative Sciences,
Inc., which is hereby authenticated under Public Deed No. 16,243 and evidenced before the
undersigned Notary, who compared it, and found that it is true and exact both in the front and
back, with respect to which I certify it by means of my signature and official stamps. I hereby
certify.
Guadalajara, Jalisco, February 28 2006.
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JALISCO
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Seal of
ALFONSO CHACÓN ROBLES,
NOTARY PUBLIC NO. 42 OF
ZAPOPAN, JALISCO |
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Letterhead of
OCULUS
Innovative Sciences
February 24 2006
Javier Orozco Gutiérrez
Escudo Nacional 533
Guadalajara, Jalisco
RE: Partnership Interest Purchase Option Agreement executed by and between Javier Orozco Gutiérrez
and Oculus Innovative Sciences, Inc.
Dear Mr. Orozco:
I make reference to the Partnership Interest Purchase Option Agreement executed by and between
Javier Orozco Gutiérrez and Oculus Innovative Sciences, Inc. dated June 16 2005 as well as the
Master Agreement executed by and between Javier Orozco Gutiérrez, Química Pasteur, S. de R.L.,
Jorge Paulino Hermosillo Martín, Oculus Innovative Sciences Inc., and Oculus Technologies of
México, S.A. de C.V. dated June 16 2005.
By means of this letter, in the exercise of the rights conferred upon me under Clause seven of the
Partnership Interest Purchase Option Agreement and with respect to the same, by the second
paragraph of Clause Eight of the Master Agreement described under the above paragraph, I hereby
notify you that it is the will of Oculus Innovative Sciences, Inc., to terminate the
above-mentioned Agreement.
For such effects, and in accordance with the clause mentioned above, this notice is issued 30 days
prior to the date on which the party I represent wishes the termination of the above-mentioned
agreement to take effect.
Sincerely,
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/s/ Jim Schutz |
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James Schutz |
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Attorney in Fact |
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| Oculus Innovative Sciences, Inc. |
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| [Stamped on the right side: COMPARED and illegible signature] |
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| [Handwritten note “I received a copy Feb. 24 2006” illegible signature] |
The undersigned MR. ALFONSO CHACÓN ROBLES, Head Notary Public of Notary Public Office No. 42 of
Zapopan, Jalisco, acting under a Notarial Association Agreement with Notary Public No. 3 of
Zapopan, Jalisco, under the terms of Article 43, second paragraph of the Notary Law in effect,
CERTIFY that the preceding copy, consisting of one page, is a faithful photocopy of its original,
and is an integral part of the Certification of Facts Statement issued at the request of Mr.
EVERARDO GARIBAY RAMIREZ, as the Unauthorized agent of the company known as Oculus Innovate
sciences, Inc. and as the Legal Representative of the company Oculus Technologies of Mexico,
Variable capital Corporation, a subsidiary of the US Company known as Oculus Innovative Sciences,
Inc., which is hereby authenticated under Public Deed No. 16,243 and evidenced before the
undersigned Notary, who compared it, and found that it is true and exact both in the front and
back, with respect to which I certify it by means of my signature and official stamps. I hereby
certify.
Guadalajara, Jalisco, February 28 2006.
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JALISCO
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Seal of
ALFONSO CHACÓN ROBLES,
NOTARY PUBLIC NO. 42 OF
ZAPOPAN, JALISCO |
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Letterhead of
OCULUS
Innovative Sciences
February 24 2006
Francisco Javier Orozco Gutiérrez
Attorney in Fact
Química Pasteur, S. de R.L.
Industria Maderera 154
Zapopan, Jalisco
RE: Master Agreement executed by and between Javier Orozco Gutiérrez, Química Pasteur, S. de R.L.,
Jorge Paulino Hermosillo Martín, Oculus Innovative Sciences Inc., and Oculus Technologies of
México, S.A. de C.V.
Dear Mr. Orozco:
I make reference to the Master Agreement executed by and between Javier Orozco Gutiérrez, Química
Pasteur, S. de R.L., Jorge Paulino Hermosillo Martín, Oculus Innovative Sciences Inc., and Oculus
Technologies of México, S.A. de C.V. dated June 16 2005.
By means of this letter, in the exercise of the rights conferred upon me under the second paragraph
of Clause Eight of the Master Agreement described under the above paragraph, I hereby notify you
that it is the will of Oculus Innovative Sciences, Inc., to terminate the above-mentioned
Agreement.
For such effects, and in accordance with the clause mentioned above, this notice is issued 30 days
prior to the date on which the party I represent wishes the termination of the above-mentioned
agreement to take effect.
Sincerely,
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/s/ Jim Schutz |
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James Schutz |
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Attorney in Fact |
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| Oculus Innovative Sciences, Inc. |
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| [Stamped on the right side: COMPARED and illegible signature] |
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| [Handwritten note “I received a copy Feb. 24 2006” illegible signature] |
The undersigned MR. ALFONSO CHACÓN ROBLES, Head Notary Public of Notary Public Office No. 42 of
Zapopan, Jalisco, acting under a Notarial Association Agreement with Notary Public No. 3 of
Zapopan, Jalisco, under the terms of Article 43, second paragraph of the Notary Law in effect,
CERTIFY that the preceding copy, consisting of one page, is a faithful photocopy of its original,
and is an integral part of the Certification of Facts Statement issued at the request of Mr.
EVERARDO GARIBAY RAMIREZ, as the Unauthorized agent of the company known as Oculus Innovate
sciences, Inc. and as the Legal Representative of the company Oculus Technologies of Mexico,
Variable capital Corporation, a subsidiary of the US Company known as Oculus Innovative Sciences,
Inc., which is hereby authenticated under Public Deed No. 16,243 and evidenced before the
undersigned Notary, who compared it, and found that it is true and exact both in the front and
back, with respect to which I certify it by means of my signature and official stamps. I hereby
certify.
Guadalajara, Jalisco, February 28 2006.
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JALISCO
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Illegible signature
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Seal of
ALFONSO CHACÓN ROBLES,
NOTARY PUBLIC NO. 42 OF
ZAPOPAN, JALISCO |
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Letterhead of
OCULUS
Innovative Sciences
February 24 2006
Francisco Javier Orozco Gutiérrez
Escudo Nacional 533
Guadalajara, Jalisco
RE: Master Agreement executed by and between Javier Orozco Gutiérrez, Química Pasteur, S. de R.L.,
Jorge Paulino Hermosillo Martín, Oculus Innovative Sciences Inc., and Oculus Technologies of
México, S.A. de C.V.
Dear Mr. Orozco:
I make reference to the Master Agreement executed by and between Javier Orozco Gutiérrez, Química
Pasteur, S. de R.L., Jorge Paulino Hermosillo Martín, Oculus Innovative Sciences Inc., and Oculus
Technologies of México, S.A. de C.V. dated June 16 2005.
By means of this letter, in the exercise of the rights conferred upon me under the second paragraph
of Clause Eight of the Master Agreement described under the above paragraph, I hereby notify you
that it is the will of Oculus Innovative Sciences, Inc., to terminate the above-mentioned
Agreement.
For such effects, and in accordance with the clause mentioned above, this notice is issued 30 days
prior to the date on which the party I represent wishes the termination of the above-mentioned
agreement to take effect.
Sincerely,
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/s/ Jim Schutz |
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James Schutz |
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Attorney in Fact |
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| Oculus Innovative Sciences, Inc. |
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| [Stamped on the right side: COMPARED and illegible signature] |
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| [Handwritten note “I received a copy Feb. 24 2006” illegible signature] |
The undersigned MR. ALFONSO CHACÓN ROBLES, Head Notary Public of Notary Public Office No. 42 of
Zapopan, Jalisco, acting under a Notarial Association Agreement with Notary Public No. 3 of
Zapopan, Jalisco, under the terms of Article 43, second paragraph of the Notary Law in effect,
CERTIFY that the preceding copy, consisting of one page, is a faithful photocopy of its original,
and is an integral part of the Certification of Facts Statement issued at the request of Mr.
EVERARDO GARIBAY RAMIREZ, as the Unauthorized agent of the company known as Oculus Innovate
sciences, Inc. and as the Legal Representative of the company Oculus Technologies of Mexico,
Variable capital Corporation, a subsidiary of the US Company known as Oculus Innovative Sciences,
Inc., which is hereby authenticated under Public Deed No. 16,243 and evidenced before the
undersigned Notary, who compared it, and found that it is true and exact both in the front and
back, with respect to which I certify it by means of my signature and official stamps. I hereby
certify.
Guadalajara, Jalisco, February 28 2006.
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JALISCO
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Illegible signature
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Seal of
ALFONSO CHACÓN ROBLES,
NOTARY PUBLIC NO. 42 OF
ZAPOPAN, JALISCO |
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Letterhead of
OCULUS
Innovative Sciences
February 24 2006
Francisco Javier Orozco Gutiérrez
Escudo Nacional 533
Guadalajara, Jalisco
RE: Stock Purchase Agreement executed by and between Javier Orozco Gutiérrez, Química Pasteur, S.
de R.L., Jorge Paulino Hermosillo Martín and Oculus Innovative Sciences Inc.
Dear Mr. Orozco:
I make reference to the Stock Purchase Agreement executed by and between Javier Orozco Gutiérrez,
Química Pasteur, S. de R.L., Jorge Paulino Hermosillo Martín and Oculus Innovative Sciences Inc.,
dated June 16 2005 as well as the Master Agreement executed by and between Javier Orozco Gutiérrez,
Química Pasteur, S. de R.L., Jorge Paulino Hermosillo Martín, Oculus Innovative Sciences Inc., and
Oculus Technologies of México, S.A. de C.V. on June 16 2005.
By means of this letter, in the exercise of the rights conferred upon me under Clauses 7.1 and 8.3
of the Stock Purchase Agreement and with respect to the same, the right conferred under the second
paragraph of Clause Eight of the Master Agreement described under the above paragraph, I hereby
notify you that it is the will of Oculus Innovative Sciences, Inc. to terminate the above-mentioned
Agreement.
Sincerely,
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/s/ Jim Schutz |
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James Schutz |
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Attorney in Fact |
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| Oculus Innovative Sciences, Inc. |
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| [Stamped on the right side: COMPARED and illegible signature] |
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| [Handwritten note “I received a copy Feb. 24 2006” illegible signature] |
The undersigned MR. ALFONSO CHACÓN ROBLES, Head Notary Public of Notary Public Office No. 42 of
Zapopan, Jalisco, acting under a Notarial Association Agreement with Notary Public No. 3 of
Zapopan, Jalisco, under the terms of Article 43, second paragraph of the Notary Law in effect,
CERTIFY that the preceding copy, consisting of one page, is a faithful photocopy of its original,
and is an integral part of the Certification of Facts Statement issued at the request of Mr.
EVERARDO GARIBAY RAMIREZ, as the Unauthorized agent of the company known as Oculus Innovate
sciences, Inc. and as the Legal Representative of the company Oculus Technologies of Mexico,
Variable capital Corporation, a subsidiary of the US Company known as Oculus Innovative Sciences,
Inc., which is hereby authenticated under Public Deed No. 16,243 and evidenced before the
undersigned Notary, who compared it, and found that it is true and exact both in the front and
back, with respect to which I certify it by means of my signature and official stamps. I hereby
certify.
Guadalajara, Jalisco, February 28 2006.
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Seal of
ALFONSO CHACÓN ROBLES, NOTARY PUBLIC NO. 42 OF ZAPOPAN, JALISCO |
Letterhead of
OCULUS
Innovative Sciences
Guadalajara, Jalisco, February 24 2006
Javier Orozco Gutiérrez
Shareholder and Legal Attorney in Fact
Química Pasteur, S. de R.L.
RE: Química Pasteur, S. de R.L.
Dear Mr. Orozco:
With respect to my performance as the Administrative Manager of Química Pasteur, S. de R.L. and in
virtue of the various irregularities found in the accounting and tax documentation of the company,
I hereby declare the following:
That I wish to present my irrevocable resignation as the Administrative Manager of Química Pasteur,
S. de R.L., which resignation shall take effect as of the date of receipt of this notice.
The above, because it is in my own interests to do so.
Sincerely,
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/s/ Bruce Thornton |
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Bruce Thornton |
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[Stamped on the right side: COMPARED and illegible signature]
[Handwritten note “I received a copy Feb. 24 2006” illegible signature]
The undersigned MR. ALFONSO CHACÓN ROBLES, Head Notary Public of Notary Public Office No. 42 of
Zapopan, Jalisco, acting under a Notarial Association Agreement with Notary Public No. 3 of
Zapopan, Jalisco, under the terms of Article 43, second paragraph of the Notary Law in effect,
CERTIFY that the preceding copy, consisting of one page, is a faithful photocopy of its original,
and is an integral part of the Certification of Facts Statement issued at the request of Mr.
EVERARDO GARIBAY RAMIREZ, as the Unauthorized agent of the company known as Oculus Innovate
sciences, Inc. and as the Legal Representative of the company Oculus Technologies of Mexico,
Variable capital Corporation, a subsidiary of the US Company known as Oculus Innovative Sciences,
Inc., which is hereby authenticated under Public Deed No. 16,243 and evidenced before the
undersigned Notary, who compared it, and found that it is true and exact both in the front and
back, with respect to which I certify it by means of my signature and official stamps. I hereby
certify.
Guadalajara, Jalisco, February 28 2006.
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JALISCO
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Illegible signature
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Seal of
ALFONSO CHACÓN ROBLES,
NOTARY PUBLIC NO. 42 OF
ZAPOPAN, JALISCO |
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