0000094538-03-000049 Sample Contracts

Contract
Stockeryale Inc • October 17th, 2003 • Optical instruments & lenses • New York

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE , PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO STOCKERYALE, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 17th, 2003 • Stockeryale Inc • Optical instruments & lenses • New York

This Agreement is being entered into in connection with a Securities Purchase Agreement dated as of the date hereof between the Purchase and the Company (the "Purchase Agreement") and pursuant to the Note and Warrant.

Contract
Stockeryale Inc • October 17th, 2003 • Optical instruments & lenses • New York

THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO STOCKERYALE, INC., THAT SUCH REGISTRATION IS NOT REQUIRED.

STOCKERYALE, INC. SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 17th, 2003 • Stockeryale Inc • Optical instruments & lenses • New York

THIS SECURITIES PURCHASE AGREEMENT (the " Agreement ") is made and entered into as of September 24, 2003, by and among StockerYale, Inc., a Massachusetts corporation (the " Company "), and Laurus Master Fund, Ltd. (the " Purchaser ").

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